Bylaws — Just Basics, Inc.

BYLAWS OF JUST BASICS, INC.

ARTICLE I

NAME, PURPOSE, LOCATION AND REGISTERED OFFICE

§1 Name

The name of the Corporation shall be “Just Basics, Inc.” (hereinafter referred to as “JBI”).

§2 Purpose

JBI is organized for the purposes set forth in the Articles of Incorporation as from time to time amended.

§3 Principal Office, Registered Office

The principal office of JBI shall be located in the City of Montpelier, Vermont. JBI shall have and continuously maintain in the State of Vermont a registered office and a registered agent whose office is identical with such registered office. The initial registered agent of JBI and registered office shall be:

Registered Agent: John C. Page, Jr., Esq.

Registered Office: 140 Main Street

Montpelier, VT 05602

The principal office, registered agent and registered office may be changed from time to time by the Board of Directors.

ARTICLE II

BOARD OF DIRECTORS

§1 General Powers

The business and affairs of JBI shall be managed by its Board of Directors, which shall be vested with all authority and power. The directors shall in all cases act as a Board.

§2 Number, Qualification and Election

The number of directors of JBI shall be not less than three (3) nor more than nine (9) as determined by the Board from time to time in accordance with these Bylaws. A director must be a resident of Vermont. The initial Directors shall serve until their successors are elected in accordance with these bylaws.

§3 Chairperson

The corporation’s President shall serve as Chairperson of the Board of Directors.

§4 Term of Office

Each director shall hold office until his/her successor is designated or elected and qualified.

§5 Annual Meeting; Regular Meetings; Frequency; Executive Session

The annual meeting of the Board of Directors shall be held in May/June each year. The Board of Directors may provide by resolution a time and place, either within or without the State of Vermont, for the holding of additional regular meetings of the Board. The Board can meet in executive session to discuss certain confidential matters. The discussion at the executive session would not be reflected in the minutes of the Board meeting.

§6 Special Meetings

Special meetings of the Board of Directors may be called by, or at the request of, the President, and shall be called by the President or Secretary upon the written request of any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Vermont, as the place for holding any special meeting of the Board called by them.

§7 Notice

Notice of any regular or special meeting of the Board of Directors shall be given at least ten (10) days before the date of the meeting, by written or printed notice delivered personally, by facsimile or electronic transmission or sent by mail to each director at his or her address as shown by the records of JBI. If mailed, such notice shall be deemed to be delivered when deposited with the U.S. Postal Service in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or a waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

§8 Quorum

The presence of each a majority of duly elected shall constitute a quorum at any meeting of the Board. If less than a quorum of the directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

§9 Action of the Board

The Board shall act by consensus whenever possible. If consensus cannot be reached, the Board may act by majority vote of all directors present at a duly held meeting. Any action consented to in writing by all directors shall be as valid as if adopted by the Board at a duly held meeting, provided that such written consent is inserted in the minute book.

§10 Committees

The Board of Directors may designate and appoint one or more committees, each of which shall have and exercise such authority as the Board may provide by such resolution, provided, however, that no such committee shall have the authority of the Board of Directors to authorize or approve financial or budgetary matters; approve or recommend dissolution, merger, or the sale, pledge or transfer of all or substantially all of JBI's assets; elect, appoint or remove directors or fill vacancies on the Board or on any of its committees; or adopt, amend or repeal the Articles of Incorporation or Bylaws.

§11 Special Committees

a. Executive Committee. The duly elected officers of JBI shall constitute an Executive Committee with authority to conduct the general business of the corporation between Board meetings, subject to the foregoing general limitations on the authority of committees. The Executive Committee shall also serve as a nominating committee to fill vacancies for officers and directors.

b. Food Pantry Committee. At the time of incorporation JBI shall assume responsibility for the management and operation of the existing Montpelier Food Pantry program. The managing board that previously operated that program shall initially constitute a special committee of the JBI Board of Directors to be called the Food Pantry Committee. New members of the Food Pantry Committee shall be nominated by that committee and approved by the Board of Directors. At least two members of the Board of Directors shall serve on the Food Pantry Committee at all times. The Food Pantry Committee shall have primary responsibility to set policies and develop the program; to supervise staff and volunteers; to recommend candidates for employment and compensation therefore; and to manage day-to-day finances and annual budgets; provided, however, that the management and financial control of the food pantry program operations shall be subject to the ultimate authority and control of JBI’s Board of Directors. Financial donations received in the name of the Food Pantry program shall be restricted to use by that program.

c. Other special committees. The Board of Directors may create additional special committees modeled after the Food Pantry Committee to manage and operate new or existing programs or services of JBI. Creation of new special committees shall require a two-thirds vote of the Board. A special committee (including the Food Pantry Committee) may, with the approval of the Board of Directors, establish separate deposit bank accounts to manage funds associated with the program it manages.

§12 Vacancies

Any vacancy occurring on the Board of Directors may be filled by majority vote of the Board at any duly authorized meeting.

§13 Compensation

Directors shall not receive a salary for their service as directors, but by resolution of the Board a fixed sum and expenses may be allowed for attendance at each meeting of the Board.

§14 Telephonic Meetings

A quorum of the directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

ARTICLE III

OFFICERS

§1 Officers

The executive officers of JBI shall be chosen by the Board of Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. Other officers, assistant officers, agents and employees the Board of Directors from time to time may deem necessary may be elected by the Board or be appointed in a manner prescribed by the Board.

Officers shall hold offices until their successors are chosen and have qualified, unless they are sooner removed from office as provided in these Bylaws.

§2 Election and Term of Office

The officers of JBI shall be elected by the Board of Directors at its annual meeting from among the directors, and shall hold office until a successor shall have been duly elected and shall have qualified.

§3 Removal

Any officer elected or appointed by the Board of Directors may be removed by majority vote of the Board of Directors whenever, in its judgment, the best interests of JBI would be served thereby.

§4 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

§5 President

The President shall preside over the Board of Directors and shall supervise, direct and control all of the business and affairs of JBI to the extent authorized and directed by the Board. He or she may sign, with any other proper officer of JBI authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other legal instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of JBI, and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by governing law and by the Board of Directors.

§6 Vice President: Powers and Duties

The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President shall also perform such duties and possess such powers as may from time to time be assigned by the Board of Directors.

§7 Secretary: Powers and Duties

The Secretary shall keep the minutes of the meetings of the members and the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each director which shall be furnished to the Secretary by such director.

§8 Treasurer; Powers and Duties. The Treasurer shall have charge and custody of and be responsible for all funds and securities of JBI except for funds managed and held in accounts by special committees as described herein; shall receive and give receipts for monies due and payable to JBI; and shall deposit all such monies in the name of JBI in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IV of these Bylaws; and in general perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. In the event that the Food Pantry Committee or any other special committee created by the Board of Directors shall create dedicated bank accounts to manage the finances of its program(s), such committee(s) shall regularly provide the Treasurer with records of all such accounts and it shall be the Treasurer’s duty to report to the Board of Directors as to the sound financial management of such programs.

§9 Delegation of Duties

Whenever an officer is absent, or whenever, for any reason, the Board of Directors may deem it advisable, the Board may delegate the powers and duties of an officer to any other officer or agent or to any director.

§10 Executive Director

The Board of Directors shall appoint an Executive Director of Just Basics, Inc., who shall, in collaboration with the members of the Board, design, develop and implement strategic plans for the organization, and facilitate the day-to-day operation of the organization, including overseeing programming. The Executive Director shall facilitate the fundraising, grant writing, and public relations for the organization, but shall be supported in these efforts by the members of the Board of Directors. The Executive Director shall report to the Board every six months to evaluate the effectiveness of this shared responsibility.

ARTICLE IV

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

§1 Contracts

The Board of Directors may authorize any officer, agent or employee of JBI, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of JBI, and such authority may be general or confined to specific instances.

§2 Checks, Drafts, Etc.

All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of JBI, shall be signed by such officer or officers, agent or agents of JBI and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Secretary or Treasurer and countersigned by the President or Vice President of JBI.

§3 Deposits

All funds of JBI shall be deposited from time to time to the credit of JBI in such banks, trust companies or other depositories as the Board of Directors may select.

§4 Special Committee Accounts

The Board of Directors may authorize the Food Pantry Committee to create and maintain such dedicated bank accounts as may be necessary to operate the Food Pantry Program. Similar authority may be granted to such other special committees as the Board of Directors may create from time to time pursuant to Article II(11)(c) of these Bylaws. The Board of Directors shall authorize such accounts when reasonably and appropriately requested by the Food Pantry Committee or special committees, provided that such funds and accounts shall at all times be subject to the Board of Directors’ right and duty to ensure the sound financial management of the programs and accounts involved.

ARTICLE V

BOOKS AND RECORDS

JBI shall keep correct and complete books and records of account and it shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and its Members, and shall keep at the registered or principal office a record giving the names and addresses of the Directors and the Members. All books and records of JBI may be inspected by any individual for any proper purpose at any reasonable time.

ARTICLE VI

FISCAL YEAR

The fiscal year of JBI shall begin on the first day of July and end on the last day of June of each year.

ARTICLE VII

INTEREST IN CONTRACTS

No contract or other transaction between JBI and one or more of its directors or officers or any other corporation, firm, association or entity in which one or more of its directors or officers are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such directors or officers are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his/her or their votes are counted for such purpose if:

(a) the material facts of the transaction and the director’s or officer’s interests were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved or ratified the transaction; or

(b) the transaction was fair to JBI.

No loans shall be made by JBI to its directors or officers. Not less frequently than annually, each director and officer shall disclose to SRC the material terms of every contract or transaction between JBI and any other corporation, firm, association or other entity in which such director or officer possessed a financial interest.

ARTICLE VIII

INDEMNIFICATION

§1. Indemnification of Directors, Officers

Each director and officer serving as such shall be indemnified by the Corporation against any and all claims, liabilities, including all legal fees in defense thereof, resulting because of service as a Director or officer or by reason of any action alleged to have been taken, omitted, or neglected as such except those arising out of willful misconduct or gross negligence; provided, however, that in any dispute between the Corporation and its directors or its officers in which an officer or director was a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit, or proceeding, by reason of the fact that he/she is or was a director or officer, the Corporation shall indemnify him/her against expenses (including attorney’s fees) incurred in defense only if such officer or director ultimately prevails in such action, suit, or proceeding.

§2 Insurance

JBI may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of JBI, or is or was serving at the request of JBI as a director, officer, employee or agent of another corporation or partnership or other enterprise in which JBI owns stock against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not JBI would have the power to indemnify him or her against such liability under the provisions of this article or applicable provisions of the Vermont Nonprofit Corporation Act.

ARTICLE IX

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Vermont Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of JBI, the waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted only by unanimous affirmative vote of the directors appearing at any regular meeting or special meeting of the Board of Directors, provided that at least ten (10) days' written notice is given of the intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.

These Bylaws were adopted by unanimous vote of the Board of Directors this ____ day of November, 2010.

_______________________________

Rebecca Clark, President

AMENDMENT

BYLAWS OF JUST BASICS INCORPORATED

AMENDMENT TO ARTICLE II: BOARD OF DIRECTORS #7, NOTICE

Change notice of any regular or special meeting of the Board of Directors from

30 days to 10 days.

AMENDMENT TO ARTICLE VI, FISCAL YEAR

Change fiscal year of JBI to the first day of July and end on the last day of

June of each year

ENACTMENT

These changes were approved by the Board of Directors on the 25th day of March, 2011.

Rebecca Clark, President

AMENDMENT

BYLAWS OF JUST BASICS INCORPORATED

AMENDMENT TO ARTICLE II: BOARD OF DIRECTORS #5, ANNUAL MEETING

Change annual meeting of Board of Directors from November to May/June

ENACTMENT

These changes were approved by the Board of Directors on the 21st day of February, 2012.

Rebecca Clark, President

AMENDMENT

BYLAWS OF JUST BASICS INCORPORATED

AMENDMENT TO ARTICLE III: OFFICERS, ADDITION OF #10, EXECUTIVE DIRECTOR

ENACTMENT

These changes were approved by the Board of Directors on the 21st day of February, 2012.

Rebecca Clark, President

AMENDMENT

BYLAWS OF JUST BASICS INCORPORATED

AMENDMENT TO ARTICLE II: BOARD OF DIRECTORS #5, ANNUAL MEETING

The Board can meet in executive session to discuss certain confidential matters. The discussion at the executive session would not be reflected in the minutes of the Board meeting.

ENACTMENT

These changes were approved by the Board of Directors on the 21st day of March, 2013

Rebecca Clark, President

AMENDMENT

BYLAWS OF JUST BASICS INCORPORATED

AMENDMENT TO ARTICLE II: BOARD OF DIRECTORS #2, NUMBER, QUALIFICATION, AND ELECTION

Change maximum number of directors from seven (7) to nine (9).

ENACTMENT

These changes were approved by the Board of Directors on the 20th day of, July, 2017.

Tim Noonan, President