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There is a place where people wake up hungry in the morning and go to bed hungry at night. These people are our neighbors. The place they live is called Trenton.

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Board Minutes and Policies

TASK is governed by a Board of Trustees comprised of volunteers. TASK does not compensate Board members.

Board minutes









T.A.S.K., Inc. Bylaws

Article I: Name and Purpose

A. Name: The name of the organization is The Trenton Area Soup Kitchen (T.A.S.K.), Inc. T.A.S.K. is a charitable 501(c)(3) organization incorporated under the laws of the State of New Jersey.

B. Purpose: The purpose of T.A.S.K. is to respond to the needs of people in the Trenton area by 1) providing meals to all those who are hungry; 2) providing services to encourage self-sufficiency and improve the quality of life; 3) informing the wider community of the needs of the hungry; and 4) advocating for resources to meet those needs.

Article II: The Board of Trustees

A. Responsibilities: T.A.S.K. shall be governed by a Board of Trustees, who shall be responsible for managing T.A.S.K., adopting and promoting the policies by which T.A.S.K. shall operate, and for raising and disbursing monies necessary to operate T.A.S.K.

B. Membership and Terms: The Board shall be composed of up to twenty-four persons. Board members shall serve three-year terms (see N. for exception), and will be eligible for re-election.

C. Meetings: Unless the Board agrees to cancel an upcoming meeting at the request of the Chairperson, the Board shall meet monthly. Special meetings of the Board may be called at any time by the Chairperson in consultation with one other Officer [or Trustee], or by any three Board members acting together. Absent an emergency, a week's prior notice shall be provided to all Board members.

D. Annual Meeting: The Annual Meeting shall be held in January. The precise date in January for the Annual Meeting shall be determined by the Executive Committee and announced at least [30] days in advance of such Annual Meeting.

E. Telephonic/Electronic Participation: Members of the Board may participate in a meeting through use of electronic means. The use of telephonic/electronic means for participation shall constitute presence in person.

F. Quorum: The presence of one-half of the total number of Board members shall constitute a quorum.

G. Voting: Except as otherwise provided by statute or otherwise specifically noted in these bylaws, the action of a simple majority of Trustees present at a board meeting shall constitute an official act of the Board. Each Trustee shall have one vote. The Chairperson will be a non-voting member except in the case of a tie.

H. Officers: The Officers of the Board shall be the Chairperson, Vice Chairperson, Secretary, and Treasurer.

I. Standing Committees: The Board shall have five standing committees: 1) Finance, 2) Audit, 3) Development, 4) Program, and 5) Governance. Each standing committee shall be chaired by a member of the Board.

J. Slate of Candidates: At the Annual Meeting, the Governance Committee shall present a slate of candidates for election/re-election to the Board. Candidates for the four Board Officer positions and two At-Large positions on the Executive Committee will be presented biannually by the Governance Committee for the coming two-year term.

K. Resignations: Resignations are effective upon receipt by the Secretary of the Board and/or Board Chair of written notification, or later if so specified in the written notification.

L. Attendance: No Board member shall be absent from 1) more than six of the meetings in a twelve-month period, or 2) four meetings in a row without requesting, and being granted, a leave of absence. If a Board member's attendance does not comply with this policy, the Governance Committee and the Board Chair will review the member's contributions to the organization and determine whether to continue the member's term of service or recommend termination to the Board.

M. Termination: Upon recommendation of the Governance Committee and the Board Chair, the Board may terminate a Trustee's membership by a majority vote of a quorum of Trustees.

N. Board Vacancies: Vacancies on the Board occurring during the calendar year shall be filled following recommendation by the Governance Committee and ratification by the Board. Newly-appointed Board members shall finish the term of the vacant position.

O. Hiring Authority: The Board, through negotiated contract, job description, and/or the Board's policies and procedures, shall have the authority to hire the Executive Director of the Trenton Area Soup Kitchen, to whom full authority for the day-to-day operations of the Soup Kitchen shall be delegated by the Board. In addition, the Board shall be given the authority and resources to retain third parties when deemed necessary or helpful to accomplish the objectives of the Board.

P. Notices: Unless otherwise specified, any notices required hereunder may be given in writing or by electronic means such as email.

Article III: The Executive Committee

A. Membership: The Executive Committee shall consist of the four Officers of the Board and two Members-at-Large elected every two years at the Annual Meeting. The Director shall be a member ex-officio without vote.

B. Meetings: The Executive Committee shall act on behalf of the Board of Trustees in the absence of the full Board; namely, between the occasions of Board meetings, or on items of an emergent nature when time constraints preclude the calling of a special meeting of the full Board, or at such time as a quorum of the Board of Trustees cannot be assembled. Special meetings of the Executive Committee may be called as necessary by the Chairperson in conjunction with any other member of the Executive Committee.

C. Scope of Authority: The Executive Committee shall be endowed with full power to act for the Board in all matters pertaining to the organization, except the election of Officers and Trustees, the hiring and compensation of the Director, and amendments to the Bylaws. Any action taken by the Executive Committee shall be reported to the Board of Trustees as soon as possible but in any case prior to its next regular or special meeting.

D. Annual Review: During the tenure of the Director, the Executive Committee shall conduct an annual performance evaluation and recommend an annual adjustment to the compensation of the Director, subject to approval by the Board.

E. Quorum: Four members, including at least one Member-at-Large, shall constitute a quorum.

F. Vacancies: Vacancies on the Executive Committee shall be filled by appointment by the Chairperson, subject to ratification at the next regular or special meeting of the Board of Trustees.

Article IV: The Officers

A. Elections: The Chairperson, Vice Chairperson, Treasurer, and Secretary shall be elected every two years by the Board at its annual meeting.

B. Terms: Terms of office shall be for two years, for no more than two terms in succession for the same position, unless the Board of Trustees extends the limit by an affirmative vote of a simple majority of the total number of members presently serving on the Board.

C. Chairperson: The Chairperson shall preside at meetings of the Board and of the Executive Committee, shall appoint chairs of standing committees, may constitute ad hoc committees, and shall speak as the official representative of the Board.

D. Vice-Chairperson: The Vice Chairperson shall preside at Board and Executive Committee meetings in the absence of the Chairperson and shall carry out any responsibilities as assigned by the Chairperson.

E. Secretary: The Secretary shall record and preserve minutes of the Board and the Executive Committee and shall be responsible for their distribution and for the notification of the Board and Executive Committee members for all stated and special meetings.

F. Treasurer: The Treasurer shall oversee the collection and disbursal of all the monies of T.A.S.K., Inc., and shall present to the Executive Committee and to the Board accounts of such transactions at each of their regular meetings. The Treasurer shall present the annual budget for adoption at the annual meeting, and shall serve as the Chairperson of the Finance Committee. The Treasurer shall insure that an annual audit is performed and is presented to the Board.

Article V: Committees of the Board

A. Finance Committee: The Finance Committee shall be responsible for the fiscal integrity of T.A.S.K. and overall management of the financial resources of the organization. The Board Treasurer will act as Chair of the Finance Committee.

B. Audit Committee: The Audit Committee shall assist the Board in fulfilling its fiduciary responsibilities by reviewing both the Certified Financial Statements and the systems of internal controls established by Management relating to TASK's accounting and financial reporting practices. In this capacity, the Audit Committee will advise the Board in its engagement of an Independent Auditor; approve the scope of the audit; and review the Independent Auditor's work.

C. Development Committee: The Development Committee shall be responsible for seeing that adequate financial resources are generated to meet the needs of the agency.

D. Governance Committee: The Governance Committee shall be responsible for the recruitment and education of members of the T.A.S.K. Board of Trustees.

E. Program Committee: The Program Committee shall exercise Board oversight of the various programs of the agency.

F. Committee Chairs: Except for the Finance Committee Chair, who is the Board Treasurer, all committee chairpersons will be appointed by the Chairperson of the Board. The Chair of each standing committee must be a board member and will serve concurrently with the term of office of the Board Officers.

G. Membership: Committee membership shall be determined by each Committee Chairperson. Each Board committee must be composed of at least two board members, but non-board members may serve without vote on any of the committees at the invitation of the Committee Chairperson.

H. Accountability: All committees shall regularly report to the Board and shall present matters requiring Board approval at the next regular or special meeting of the Board.

I. Staff Support: The Director will be responsible for designating paid staff to provide reasonable administrative support (scheduling meeting, distributing minutes, etc.) for committee operations as requested by Committee Chairpersons.

Article VI: Amendments to the Bylaws

The Bylaws may be amended at any regular meeting of the Board of Trustees, provided that notification of proposed changes has been distributed to all members of the Board at least thirty (30) days prior to the meeting. Amendments shall require an affirmative vote of a simple majority of the total number of members presently serving on the Board.

Article VII: Process of Dissolving the Corporation

Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or within the meaning of the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes, or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

Article VIII: Nonliability and Indemnification

A. Nonliability of Trustees and Officers: Except as required by law, the Trustees and Officers of the corporation shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

B. Indemnification by Corporation of Trustees and Officers: Any present or future Trustee or Officer of the corporation shall, to the extent legally permissible, be indemnified by the corporation against all expenses and liabilities including, without limitation, counsel fees, judgments, fines, and penalties, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Trustees who are not at that time parties to the proceeding.

If you would like any more information about TASK's policies, procedures, and values, please contact Dennis Micai, TASK Executive Director at (609) 695-5456 x 101 or or Peg O'Halloran, Director of Administration at or (609) 695-5456 x 109.

Conflict of Interest Policy

TASK is governed by a Board of Trustees whose members have no material conflict of interest in their service on TASK's Board. Click here to read the Conflict of Interest policy that each Board member signs every year.

Process for Determining Executive Director Compensation

The Board does an annual review of the Executive Director each February and makes a determination for ED compensation at that time.

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In Plain Sight: The Story of TASK

By LEE SEGLEM, Member of TASK Board of Trustees


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