Bylaws
By-laws of the international foodservice editorial council
ADOPTED AT IFEC CONFERENCE IN WASHINGTON, D.C. 10/31/78
Amended 11/3/84, 10/21/88, 11/13/92, 11/6/02
ARTICLE I
NAME
Sec. 1. The name of this association shall be International Foodservice Editorial Council.
ARTICLE II
OBJECTIVES
Sec. 1. The objectives of this association shall be to advance the knowledge, scope, and effectiveness of the foodservice industry so that it makes a maximum contribution to the welfare and well-being of the millions of people it serves and to encourage the development of career opportunities for people at all levels of the foodservice industry.
Sec. 2. These objectives are to be accomplished through the regular interchange of ideas among members of this association. Its activities shall include, but not be limited to: Field meetings with representatives of the foodservice industry; promoting, fostering, and encouraging the preparation and distribution of literature, pamphlets, magazines, and periodicals; and encouraging and supporting educational programs within the foodservice industry.
ARTICLE III
MEMBERSHIP
Sec. 1. There shall be two general classes of membership; voting and non-voting. The rights and interests of all members shall be as herein-after provided.
a. Voting Members.
Active voting members shall consist of:
Persons who are editorial representatives of publications that can demonstrate involvement with the quantity foodservice industry.
Persons with public relations responsibilities in or for the operational foodservice departments of companies that manufacture institutional food products or institutional equipment for food storage and preparation; other public relations representatives and personnel of such companies; officers, home economists, and public relations representatives of trade associations concerned with the quantity foodservice industry; consultants working in the foodservice field; and individuals belonging to a recognized educational institution involved in training and education for the foodservice industry.
In accordance with Article VIII pertaining to By-Law Amendments, Article III, Section I, voting membership is amended to include the following:
1. Persons with public relations responsibilities for multi-unit restaurant operations.
2. Persons with public relations responsibilities for hotels/motels and resorts.
3. Persons with public relations responsibilities for airlines, airline feeding contractors, and other transportation-oriented organizations.
4. Persons with public relations responsibilities for contract feeding organizations in hospital, school, college, and industrial foodservice.
5. Persons with test kitchen and/or research responsibilities for any or all of the above operations.
b. Non-voting Members.
Associate Members.
Any person, partnership, corporation, organization, school, college, government agency, association, or group may ~ an associate member in accordance with rules and regulations promulgated by the Board of Directors.
Honorary Members.
The Board of Directors shall promulgate rules and regulations with reference to Honorary membership.
Sec. 2. Application for membership. Application for membership shall be made in the manner prescribed by the membership committee. Investigation of the applicant shall be in accordance with the rules prescribed by the Board of Directors. Admission to membership shall be by vote of the Board of Directors.
Sec. 3. Resignations and expulsion.
a. Resignation from membership shall be presented to the Board of Directors for acceptance, but shall not relieve any member from liability for any dues accrued and unpaid at the time when such resignation is filed.
b. Upon reasonable notice, any member may be expelled from the Editorial Council for non-payment of dues delinquent after such dates and such circumstances as may be established by the Board of Directors. Any member who has changed oocupation so that, in the opinion of the Board of Directors, the member no longer meets the qualifications of membership, shall be dropped from voting membership after reasonable notice.
Any member who shall perform any act prejudicial to the Editorial Council or to the purposes for which it is formed, shall be notified to appear personally before the Board of Directors at a designated time, not less than thirty (30) days after notification and, at such time, be given a hearing. If the Board of Directors shall determine that the member has been guilty of such an act it may, by a two thirds (2/3) vote of those Directors present, terminate the membership of such person.
ARTICLE IV
BOARD OF DIRECTORS
Sec. 1. Subject to the limitations of the Articles of Incorporation, these By-Laws, and controlling provisions of law, all powers of the Editorial Council shall be exercised by or under the authority of the Board of Directors and the administration, business, and property of the Editorial Council shall be controlled by the Board of Directors.
Sec. 2. The Board of Directors shall consist of 12 members, six of which shall be editorial representatives of recognized foodservice publications and six of which shall be publicists.
Sec. 3. The election of directors shall be held at the annual meeting of the members or a special meeting called for that purpose.
Sec. 4. Directors shall hold office until the date affixed by these regulations for the annual meeting of members or until their successors are elected and qualified. Board members shall have three-year terms.*
Sec. 5. The Board of Directors shall fill any vacancies on the Board of Directors through death, resignation or expulsion by a vote of a majority of the members of the Board. The person so appointed shall hold office until the next annual meeting of the Council or until a successor is elected.
Sec. 6. The President shall appoint from among the active members of the Council a nominating committee of at least three (3) members whose function it shall be to nominate the number of qualified candidates for the Board of Directors as will be necessary to fill those vacancies which may occur at the next Annual meeting. The President shall designate the chairman of the nominating 'committee whose duty shall be to preside at the meetings of the committee and to present to the Council at its Annual Meeting the names of those persons nominated from the floor at the Annual Meeting.
* Amended November, 2002
OFFICERS
Sec. 1. The Officers of the Council shall consist of a President, a Vice-President, a Secretary, and a Treasurer.
Sec. 2. Said officers shall be elected by the Board of Directors by a majority vote and shall hold office until the date fixed by these By-Laws for the Annual Meeting of the members next following the election of such officers and until their successors are elected and qualified.
Sec. 3. The Board of Directors may also appoint such other agents, employees, and representatives as in its sole discretion it my determine.
Sec. 4. The President, Vice-President, Secretary, and Treasurer shall not be compensated for their services in such capacities, but may be reimbursed for their expenses incurred on behalf of the Council. Other officers, agents or employees may be compensated as the Board of Directors shall, from to time to time, prescribe.
Sec. 5. The President shall be any member. The President shall be the Chief Executive Officer of the Council; preside at all meetings of the members and the Board of Directors; sign all certificates and documents requiring such; and perform the duties as shall from time to time be required by the members of the Board of Directors.
Sec. 6. The Vice-President shall perform all the duties of the President in case of the absence or disability of the latter, and shall have such powers and perform such duties as the Board of Directors shall from time to time prescribe. In case both the President and the Vice President are absent or unable to perform their duties, the Board of Directors or the members, as the case may be, my appoint a President Pro Tempore.
Sec. 7. The Secretary shall keep the minutes of all proceedings of the members and Board of Directors of the Council, and make and attest to a proper record of the same; and shall perform such duties as my be required by the members of the Board of Directors.
Sec. 8. The Treasurer shall be the chief financial officer of the council and shall oversee the management of the council's finances. The Treasurer or an agent (the "Agent") designated by the Board of Directors shall receive and have in charge all moneys and securities belonging to this Council and shall disburse or otherwise deal with the same as shall be ordered by the Board of Directors. The decision as to whether it is the Treasurer or the agent who handles the moneys and securities shall be at the discretion of the Board. The Board shall make the appropriate inquiries and investigation into the background of any agent appointed hereunder.
The Treasurer or the agent shall keep an accurate account of all moneys received and disbursed by him; shall provide the officers of the Board of Directors with a monthly statement of receipts and disbursements; shall present for co-signature by one of the officers of the Board all checks or debits for amounts above a limit set by the Board; and shall present the account books for inspection by any officer of the Board of Directors upon their demand. In addition, the Treasurer or agent shall generally perform such additional duties as may be required by the members or Board of Directors.
Upon the completion of the term of service by the Treasurer or agent, whichever is in charge of the Council's moneys and securities, the Treasurer or agent shall turn over to his successor or to the Board of Directors, all money and property of the Council in his hands, including the accounts of the Council.
The Board of Directors shall thereupon either review the accounts, or in their discretion, cause their review by a public accountant who may be paid from the funds of the Council a reasonable sum therefore fixed by the Board of Directors.
ARTICLE VI
COMMITTEES
Sec. 1. The President, with the approval of the Board of Directors, may create committees to assist in the purposes and objectives of the Council, including an Executive Committee and such committees as may be needed to plan and execute the Annual Meeting. Such committees shall perform those functions the Board of Directors and the President may require, making such reports as may be necessary.
Sec. 2. All committees may act or ballot by mail, telephone, or otherwise as it may wish or as the President or Board of Directors may direct.
ARTICLE VII
MEETINGS
Sec. 1. The annual meeting shall be held at a time suitable to the best interests of the majority of the members. Members shall be notified of the date, time, and place of the meeting at least two months in advance.
Sec. 2. The annual meeting shall be for the transaction of business, the election of directors, and for conference sessions.
Sec. 3. The Board of Directors shall select the site and plan the program, making use of suggestions received from members before January first of each year.
Sec. 4. Attendance at the annual meeting shall be for active members, associate members, and honorary members, and guests who are sponsored by a member, subject to approval of the Board of Directors. A fee shall be set by the Board of Directors for guests.
The order of business at meetings of the Council shall be, insofar as is practicable, as follows:
1• Roll call.
2. Reading of minutes of previous meeting.
3. Report of Officers.
4. Report of Treasurer.
5. Report of Committees.
6. Unfinished business.
7. New business.
8. Election of Officers and Board of Directors.
9. Installation of Officers and Board of Directors.
10. Adjournment.
The above may be changed by affirmative vote of the majority of members present at the meeting.
ARTICLE VIII
AMENDMENTS
The Articles of Incorporation, By-Laws, and Regulations may be amended at the annual meeting or any Council meeting called for that purpose by a majority of those present at such meetings, provided that written notice of said meeting shall have been mailed to the active members at least thirty (30) days prior to date of said meeting.
ARTICLE IX
ASSETS
Sec. 1. This Council shall operate exclusively for educational purposes in bettering communications amongst the membership. No part of its income or funds whatsoever shall inure to the benefit of any private individual and no member, office or employee of the Council shall receive or be lawfully entitled to receive any pecuniary profit of any kind there-from.
Sec. 2. It is the purpose of the International Foodservice Editorial Council to operate as described in the Internal Revenue Code of 1954 or provisions amendatory thereto and in event of dissolution to distribute any remaining assets in accordance with this purpose.
ARTICLE X
PRECEDENCE OF ARTICLES OF INCORPORATION
Sec. 1. If there are any provisions or matters contained in these By-Laws which are in conflict with the Articles of Incorporation the Articles of Incorporation shall prevail.
PARLIAMENTARY AUTHORITY
The proceedings and business of this Council shall be governed by (Sturgis' or
Roberts') latest book on parliamentary procedure, unless otherwise provided herein.
