ARTICLE I: Name, Headquarters, and Territory

Section 1: Name

The name of this organization shall be the Western New York Regional Section, a subsidiary organization of the Institute of Food Technologists. Hereinafter, these shall be referred to as "SECTION" and "INSTITUTE", respectively. In the event of any conflict between the By-Laws of this SECTION and the Constitution and By-Laws of the INSTITUTE, the latter shall prevail.

Section 2: Headquarters and Territory
 

The headquarters of the Western New York SECTION of the INSTITUTE shall be located at the office of the current Secretary. The territory of the SECTION shall include ZIP Codes 140 through 147, and 164 through 165. This roughly includes New York State west of Seneca Lake and northwestern Pennsylvania.

ARTICLE II: Purpose and Objectives
 

1. to support improvement of the food supply and its use through science, technology, and education;
2. the formation of closer professional and personal relations among its members; and
3. the promotion of cordial and helpful relations with the faculties and students of nearby institutions giving courses in food technology.

ARTICLE III: Membership
 

Section 1: Classes of Members
 

1. Any person who is a Member, Professional Member, or who holds Emeritus status in the INSTITUTE may become a Regional Member.
2. Any person who is active in any aspect of the food industry or related industries, or who is retired, and is not a member of the INSTITUTE, may become a Regional Associate.
3. Any person who is matriculating in an educational institution as a full-time student or who is a Student Member of the INSTITUTE, may become a Student Member of the SECTION.
    

Section 2: Limitations
 

The number of Regional Associates, excluding retired Regional Associates and all Student Members, shall be limited to twenty-five percent (25%) of the total membership of the SECTION.

Section 3: Privileges
 

All members may participate in the activities of the SECTION, but only Regional Members are qualified to vote, hold office, be elected as members of the SECTION Executive Committee, and serve as committee chairmen.

Section 4: Dues
 

1. The SECTION Executive Committee shall establish the dues structure for the next year at the time it approves the annual budget for the SECTION.
2. Changes in the annual dues for the membership classes shall be recommended by the SECTION Executive Committee and approved by majority vote of the Regional Members by secret ballot.
3. Emeritus Regional Members and retired Regional Associates shall be exempt from paying SECTION dues.

ARTICLE IV: Officers and Other Elected Representatives

Section 1: Officers
 

The officers of the SECTION shall be Chairman, Chairman-elect, Secretary, and Treasurer. The officers shall be responsible for administering and executing the activities of the SECTION within the framework of the policies established by the SECTION Executive Committee.

Section 2: INSTITUTE Representatives
 

The SECTION shall elect as its representatives on the INSTITUTE Council a prescribed number of SECTION Councilors and Alternate Councilors. On or before February 1 annually, the INSTITUTE Executive Director shall determine this number based on one (1) SECTION Councilor and Alternate Councilor for the first one-hundred (100) national members and one (1) additional Councilor and Alternate Councilor for each additional one hundred (100) national members, or major fraction thereof. All INSTITUTE members, except Student Members, having mailing addresses within the boundaries of the SECTION shall be used by the INSTITUTE in determining these numbers.

Section 3: Substitute Representation
 

Any SECTION Councilor unable to attend an INSTITUTE Council meeting shall notify the Chairman as promptly as possible so that a substitute Councilor can be appointed to represent the SECTION at that meeting or adjourned session thereof. The substitute shall be selected first from among the Alternate Councilors, or should none of them be available, from among Regional Members who are Professional Members of the INSTITUTE.

Section 4: Eligibility
 

1. The Chairman, Chairman-elect, Councilors, and Alternate Councilors must be Regional Members of the SECTION who hold Professional Member status in the INSTITUTE. The Secretary, Treasurer, and Members-at-Large of the SECTION must be Regional Members of the SECTION. No individual may hold more than one elected position at a time, except that SECTION officers or Members-at-Large of the Executive Committee are eligible to serve as SECTION Councilors or Alternate Councilors, if otherwise qualified.
2. SECTION Councilors and Alternate Councilors' mailing addresses on file at the INSTITUTE must be within the SECTION ZIP code areas. An exception to this requirement may be granted by the Committee on Sections and Divisions. This may be accomplished by petition from the SECTION Executive Committee to the Committee requesting permission to elect or retain a Councilor or Alternate Councilor whose mailing address is not within SECTION's ZIP code areas. The petition shall state the justification for the request and submitted in time for approval prior to the election of the individual, or immediately upon receiving notice that the Councilor will be changing their mailing address to one outside the ZIP code areas of the SECTION.

Section 5: Terms of Office
 

1. The terms of the SECTION Officers shall be one year beginning on September 1 following the election, or until their successors qualify.
2. The terms of the Members-at-Large of the SECTION Executive Committee shall be two years, with the term of each member arranged to start on September 1 of alternate years.
3. The Chairman and Chairman-elect, shall be limited to one (1) consecutive term.
4. The Secretary, Treasurer, and Members-at-Large shall be limited to consecutive terms comprising no more than six (6) years.
5. The terms of the SECTION Councilor(s) and Alternate Councilor(s) shall be for three (3) years with the terms of each arranged to start on alternate years, when there is more than one. Their terms shall begin on September 1 following election.

Section 6: Duties
 

1. The Chairman shall be the Chief Executive Officer of the SECTION. The Chairman shall:
   1. preside at all meetings of the SECTION and the SECTION Executive Committee;
   2. appoint, with the approval of the SECTION Executive Committee, all committees, designate the Chairman of each, and fill any vacancies occurring therein;
   3. perform other duties which are associated with the office of Chairman as assigned in these By-Laws or by the SECTION Executive Committee; and
   4. appoint a Student Member to the SECTION Executive Committee.
       
2. The Chairman-elect shall:
   1. serve ex officio, as Chairman of the Program Committee;
   2. perform such other duties as the Chairman may delegate;
   3. perform the duties of the Chairman in the event of the Chairman's absence; and
   4. succeed immediately to the office of Chairman in the event of the Chairman's resignation, disability, or death.
       
3. The Secretary shall:
   1. keep a record of the proceedings of the SECTION;
   2. record and distribute the minutes of the meetings of the SECTION Executive Committee;
   3. distribute notices of regular meetings and/or newsletters twenty one (21) days prior to each meeting;
   4. maintain an accurate membership roster of the SECTION;
   5. prepare ballots for election of officers, SECTION Councilors and Alternate Councilors, and Members-at-Large or for proposed amendments to the By-Laws; mail said ballots only to Regional Members of the SECTION, receive and count said ballots;
   6. notify the Executive Director of the INSTITUTE of the results of the election of new officers, Councilors, and Alternate Councilors by April 1.
   7. forward approved amendments of these By-Laws to the executive Director of the INSTITUTE for transmittal to the INSTITUTE Committee on Constitution and By-Laws;
   8. provide the Executive Director of the INSTITUTE with and up-to-date copy of the By-Laws of the SECTION when amendments are made;
   9. certify, upon call of the Executive Director of the INSTITUTE, the SECTION's official representatives to the next Council meeting, including any substitute(s);
   10. serve as official liaison between the SECTION and the INSTITUTE in all administrative matters; and
   11. prepare and Annual Report of the SECTION activities on forms supplied by the INSTITUTE and submit this report to the Executive Director of the INSTITUTE by July 15 each year.
        
4. The Treasurer shall:
   1. have charge of all funds of the SECTION which shall be deposited in an account(s) approved by the SECTION Executive Committee;
   2. collect all monies due the SECTION including membership dues and monies collected at SECTION meetings;
   3. make all disbursements as approved by the SECTION Executive Committee. Copies of all bills and receipts for disbursements should be maintained by the Treasurer;
   4. submit a report of all financial transactions and the financial condition of the SECTION to the members of the SECTION Executive Committee at each meeting of the Executive Committee;
   5. obtain a fidelity bond, the cost of which shall be borne by the SECTION, when required by the SECTION Executive Committee;
   6. prepare an Annual Financial Report and turn it and the records over to the Auditing Committee upon completion of the governance year;
   7. assure that the proper paperwork has been completed, including bank resolutions and signature cards, when new officers take office;
   8. annually file Form 990 with the Internal Revenue Service within five and one half (5 1/2) months after the end of the SECTION's fiscal year end. If the SECTION's annual income is less than $25,000 Form 990 should still be filed; however, only the first paragraph needs to be filled out;
   9. file any required Annual NY State Not-for-Profit reports as applicable;
   10. ensure that sufficient funds be carried forward each year as operating funds for the new fiscal year;
   11. within sixty (60) days after the close of the fiscal year, submit a financial report to the INSTITUTE on forms provided by the Executive Director's office; and
   12. provide for an independent annual financial audit.
        
5. The Councilor(s) shall:
   1. serve as a member of the SECTION Executive Committee;
   2. serve as a representative of the SECTION in the governance of the INSTITUTE;
   3. attend and participate in the annual Council meeting to support issues that are in the best interest of the INSTITUTE and its membership;
   4. participate in the execution of Council responsibilities on membership, annual dues, elections, INSTITUTE publications, committees, fiscal year, annual budget, subsidiary organizations, and amendments as defined in the Constitution and By-Laws of the INSTITUTE;
   5. establish and maintain an understanding of membership views and concerns through active and continuous participation in meetings of the SECTION;
   6. serve as a channel of communication between the membership of the SECTION and the Executive Committee of the INSTITUTE;
   7. serve as a communication channel for current issues being discussed by the INSTITUTE Executive Committee to the membership within the SECTION;
   8. use regional activities of the INSTITUTE, including the regional pre-Council meeting breakfasts as active and continuous opportunities for communication with the membership and INSTITUTE Executive Committee members;
   9. notify the SECTION Chairman prior to May 1 if unable to attend and INSTITUTE Council meeting; and
   10. perform other duties assigned by the SECTION Chairman.
        
6. The Alternate Councilor(s) shall be responsible for the duties of a Councilor when appointed to perform them by the SECTION Chairman.

ARTICLE V: Executive Committee
 

Section 1: Composition
 

The SECTION Executive Committee shall be comprised of the officers, the immediate past Chairman, the Councilors and Alternate Councilors, and four (4) Members-at-Large elected by the membership eligible to vote. One (1) Student Member representative may be appointed as a voting member. Committee chairmen may be invited to attend meetings of the Executive Committee, but shall have no voting privileges.

Section 2: Duties
 

The SECTION executive Committee shall:

1. establish the policies and develop the activities necessary to meet the objectives of the SECTION;
2. by Sept 1, develop and approve an Annual Budget based on its planned program of activities for the fiscal year; and
3. fill any vacancy occurring among the officers or its own membership for the balance of the governance year, except for the office of chairman.

Section 3: Meetings
 

The SECTION Executive Committee may schedule meetings prior to each SECTION meeting, but must schedule a minimum of three meetings annually. Additional meetings may be held upon call of the Chairman, or by three (3) other members of the committee, with adequate notice.

Section 4: Quorum

A quorum of the SECTION Executive Committee shall be not less than 50 percent (50%) of the voting members, of which either the Chairman or the Chairman-elect must be present.

Section 5: Non-performance

The SECTION Executive Committee may ask an officer or committee chairman to resign if that person is not properly or adequately conducting the duties of the position for four (4) months. In addition, the Executive Committee may ask a Councilor, Alternate Councilor, or Member-at-Large to resign if that person misses more than two (2) Executive Committee meetings in one (1) year. A two-thirds (2/3) vote of the Executive Committee is required to follow through on a charge of non-performance. The Executive Committee shall then fill any vacancies created by these actions. Then individual may request the Executive Committee to appoint an ad hoc Appeals Committee to review the case and bring it before the general membership for consideration.

ARTICLE VI: Committees

At this time the Executive Committee performs all the duties of the Program, Nomination, By-Laws, Tellers, Auditing, Long-Range Planning, Membership, and Student Affairs Committees.

ARTICLE VII: Nominations and Elections

Section 1: Nominations

1. The Executive Committee shall convene no later than November 1 and begin to prepare a slate of candidates for each office to be filled. The Committee shall determine the eligibility of each candidate from the Secretary and shall determine the willingness of the candidate to serve if elected.
2. Additional candidates may be nominated by petition over the signatures of 10 Regional Members, provided: (1) the petitioners have determined that the candidate is eligible and willing to serve if elected and (2) the petition is received by the Executive Committee within 10 days before approval of the slate of candidates.

Section 2: Annual Election

1. The Secretary shall prepare and mail a ballot to each Regional Member within ten (10) days after the Executive Committee approves the slate of candidates. The balloting deadline shall be no later than thirty (30) days after the mailing, but no sooner than twenty-one (21) days after the mailing.
2. Within five (5) days after the balloting deadline, the Secretary shall verify the validity of each ballot and count the ballots for each office, declaring elected the candidate receiving the majority of votes cast. In the event of a tie vote, selection shall be made by lot.
3. The Secretary shall declare elected as SECTION Councilors those candidates receiving the highest number of votes for openings to be filled, and as Alternate SECTION Councilors those candidates receiving the next highest number of votes until all vacancies are filled.

Section 3: Results

1. The officers elected shall be announced to the membership at the next meeting of the SECTION following the counting of the ballots by the Secretary.
2. The Secretary shall report to the Executive Director of the INSTITUTE the newly elected officers, Councilors, and Alternate Councilors by April 1.

ARTICLE VIII: Meetings

Section 1: SECTION Meetings

The SECTION Executive Committee shall schedule regular meetings of the SECTION, preferably in the fall and spring, but in no event less than four (4) times per year. It shall determine in advance the time and place for each meeting. It may call special meetings, as needed, upon written notice to the members at least ten (10) days prior to the meeting.

Section 2: Quorum

A quorum to conduct business shall be the larger of twenty-five (25) Regional Members or fifteen percent (15%) of the Regional Membership.

ARTICLE IX: Operating Periods

Section 1: Administration and Fiscal Year

The governance and fiscal years of the SECTION shall be from September 1 of one calendar year through August 31 of the succeeding year. The governance year covers the terms of the officers and committees and meeting programs.

Section 2: Dues Year

The period covered by dues of all classes of members shall be the calendar year January 1 through December 31 annually. Members in arrears over sixty (60) days shall be dropped from the official rolls of the SECTION. Regional Associates will be billed by December 1 of the previous year.

ARTICLE X: Dissolution

Section 1: SECTION Operation

In the event of voluntary dissolution of this SECTION, or revocation of its charter by the INSTITUTE Council, and after the discharge of all of its debts and obligations, any remaining funds and property of the SECTION shall be conveyed either to the INSTITUTE, the INSTITUTE Foundation, or to such other not-for-profit educational, scientific, or charitable organization(s) as the SECTION Executive Committee may determine. Said conveyance shall be made within sixty (60) days after the SECTION's debts and obligations have been discharged and the Executive Director of the INSTITUTE shall be notified in writing of said action, immediately upon its completion.

Section 2: Mandatory Conveyance

In the event that the SECTION Executive Committee is unable to agree upon an eligible recipient organization(s) within the sixty (60) day period, the remaining funds and property of the SECTION shall be conveyed to the INSTITUTE Foundation for its general purposes.

Section 3: Eligibility

Any organization, including the INSTITUTE, to which the remaining funds and property of the SECTION are to be conveyed must be exempt under the provisions of Section 501(c)(3) [or 501(c)(6)] of the Internal Revenue Code of 1954, as amended, or under any successors of the Sections of the Code, as they may be in effect at the time of conveyance.

ARTICLE XI: Amendments

Section 1: Proposals

Amendments to these By-Laws may be proposed either by action of the SECTION Executive Committee or by petition of five (5) Regional Members to the Secretary.

Section 2: Procedures

The Secretary shall announce all proposed amendments at a regular meeting of the SECTION. Written copies of the amendments along with ballots shall be mailed only to the Regional Members, with any explanations pro or con that the SECTION Executive Committee deems necessary.

Section 3: Approvals

A two-thirds (2/3) or more vote by the Regional Members voting on a proposed amendment shall be necessary for approval.

Section 4: Adoption

The Secretary shall forward written copies of approved amendments to the Executive Director of the INSTITUTE for transmittal to the Committee on Constitution and By-Laws within thirty (30) days of passage. Receipt of approval from that Committee shall constitute adoption. Amendments disapproved by that Committee may be appealed to the INSTITUTE Council through the SECTION Councilor(s).

The first By-Laws were drafted under the guidance of F. A. Lee and apparently adopted May 19, 1945.  A revision was prepared under the direction of P. E. Ramstad and adopted Oct 24, 1952; this version was published unchanged in the 1962 Section Directory.  A second revision, adopted Nov 1, 1967, was made by A. C. Rice, D. F. Farkas, and R. L LaBelle to bring the By-Laws into agreement with IFT Constitution and By-Laws. This third revision by S. Cockram is also to bring SECTION By-Laws into agreement with the current IFT Constitution and By-Laws.