BY-LAWS of the
LOUISIANA GULF COAST REGIONAL SECTION,
INSTITUTE OF FOOD TECHNOLOGISTS
Article 1 - Name, Headquarters and Territory
Section 1. Name
The name of this organization shall be the Louisiana Gulf Coast 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 Louisiana Gulf Coast SECTION of the INSTITUTE shall be located at the office of the current Secretary. The territory of the SECTION shall be Zip codes 700-709 and 712-715. (Previously, "the state of Louisiana except for Zip 71011 in the Northeast corner.")
Section 3. Articles of Incorporation
The SECTION was incorporated November 8, 1991, as a nonprofit Corporation under Chapter 2, Title 12, of Louisiana Revised Statutes.
Article II - Purposes and Objectives
The purpose and objectives of this SECTION shall be to support improvement of the food supply and its use through science, technology and education. Also, members will strive to:
(2) Encourage and provide the means for discussing and disseminating technical information relating to the production, processing, packaging, distribution, preparation, evaluation, and utilization of food;
(3) Advance the profession of food science and technology by promoting the maintenance of high professional standards among its members; and
(4) Provide cooperative relations with the faculties and students of educational institutions in the SECTION area that give food science and technology and related courses.
Article III - Membership
Section 1. Classes of Members
a. Any person who is a Member, Professional Member, or who holds Emeritus status in the INSTITUTE may become a Regional Member.
b. 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.
c. 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. Industrial Associates
Any company that wishes to help support the objectives of the SECTION may become and Industrial Associate under conditions established by the Executive Committee of the SECTION.
Section 4. 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 chairs. (Previously, "chairmen".)
Section 5. Dues
a. The SECTION Executive Committee shall establish the dues structure for the next year at the time it approves the annual budget for the SECTION.
b. Changes in the annual dues for the membership classes and contributions (previously, "fees") for Industrial Associates shall be recommended by the SECTION Executive Committee and approved by majority vote of the Regional Members by secret ballot.
c. Dues for Regional Associates shall be set higher than dues for Regional Members; dues for Students shall be set lower than for Regional Members.
d. 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: Chair (previously "Chairman"), Chair-elect (previously "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 October1 annually, the INSTITUTE Executive Director shall determine this number based on one (1) SECTION Councilor and Alternate Councilor for the first two hundred (200) (previously, "one hundred (100)") national members and one (1) additional Councilor and Alternate Councilor for each additional two hundred (200) (previously, "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 Chair (previously "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
a. 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 Executive Committee must be Regional Members of the SECTION.
b. No individual my 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.
c. 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 a Councilor or Alternate Councilor whose mailing address is not within the 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.
Section 5. Terms of Office
a. The terms of the SECTION Officers shall be one year beginning on September 1 following the election, or until their successors qualify.
b. 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.
c. The Chair (previously "Chairman"), Chair-elect (previously "Chairman") and Members-at-Large shall be limited to one (1) consecutive term.
d. The Secretary and Treasurer shall be limited to three (3) consecutive terms.
e. 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
a. The Chair (previously "Chairman") shall be the Chief Executive Officer of the SECTION.
The Chair (previously "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 Chair (previously "Chairman") of each, and fill any vacancies occurring therein;
(3) perform other duties which are associated with the office of Chair (previously "Chairman") as assigned in these By-Laws or by the SECTION Executive Committee; and
(4) appoint, upon recommendation of the Student Affairs Committee, a Student Member to the SECTION Executive Committee. Student Members-at-Large to the Student Affairs Committee, and Student Members to other committees.
b. The Chair-elect (previously "Chairman") shall:
(1) serve as ex officio, as Chair (previously "Chairman") of the Program Committee;
(2) perform other such duties as the Chair (previously "Chairman") may delegate;
(3) perform the duties of the Chair (previously "Chairman") in the event of the Chair's (previously "Chairman's") absence;
(4) succeed immediately to the office of Chair (previously "Chairman") in the event of the Chair's (previously "Chairman's") resignation, disability or death.
(5) succeed automatically to the office of Chair (previously "Chairman") at the expiration of the term of office.
c. 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 at least ten (10) 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, and receive said ballots for transmittal to the Tellers Committee;
(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 an 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 representative 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 an 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.
d. 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 ½) 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 the required Annual 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; and
(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.
e. The Councilor(s) shall: (This section is added based on IFT recommendations)
(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 Chair prior to May 1 if unable to attend an INSTITUTE Council meeting; and
(10) perform other duties assigned by the SECTION Chair.
f. The Alternate Councilor(s) shall be responsible for the duties of a Councilor when appointed to perform them by the SECTION Chair.
Article V - Executive Committee
Section 1. Composition
The SECTION Executive Committee shall be comprised of the officers, the immediate past Chair, the Councilor(s) and Alternate Councilor(s), and two (2) Members-at-Large elected by the membership eligible to vote. One (1) Student Member representative may be appointed as a non-voting member. Committee chairs (previously, "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:
a. establish the policies and develop the activities necessary to meet the objectives of the SECTION.
b. develop and approve an Annual Budget based on its planned program of activities for the year, at their first meeting; and
c. fill any vacancy occurring among the officers of its own membership for the balance of the governance year, except for the office of Chair (previously, "chairman").
Section 3. Meetings
The SECTION Executive Committee may schedule meetings prior to each SECTION meeting, but must schedule a minimum of four (4) meetings annually. Additional meetings may be held upon call of the Chair (previously, "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 fifty percent (50%) of the voting members, of which either the Chair (previously, "Chairman") or the Chair-elect (previously, "Chair") must be present.
Section 5. Non-performance
The SECTION Executive Committee may ask an officer or committee Chair (previously, "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 fifty (50) percent of 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. The 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
Section 1. Program
There shall be a Program Committee to develop the SECTION meeting programs. The Chair-elect (previously, "Chair") shall serve as the ex officio Chair (previously, "Chairman").
Section 2. Nominating
The Nominating Committee shall be comprised of three (3) members, one of whom shall be the immediate past Chair (previously, "Chairman") who shall serve as ex officio Chair (previously, "Chairman"); the other members shall be Regional Members. The Nominating Committee shall develop and present the slate of candidates for all elected positions in accordance with the regulations in these By-Laws.
Section 3. By-Laws
The By-Laws Committee shall be comprised of three (3) Regional Members. The By-Laws Committee shall maintain continuing surveillance over the development of any conflicts between these By-Laws and the Constitution and By-Laws of the INSTITUTE. It shall review and make recommendations to the SECTION Executive Committee on all proposed amendments to these By-Laws.
Section 4. Tellers
The Tellers Committee shall be comprised of three (3) Regional Members who do not hold any other office in the SECTION and are not candidates for office. The Tellers are responsible for counting ballots on all matters requiring a vote by the Regional members. The Tellers Committee shall report the results of its tallies to the Secretary not later than ten (10) days after the balloting deadline for each matter.
Section 5. Auditing
The Auditing Committee shall be comprised of three (3) members, not holding and SECTION office during the fiscal year covered by the records being audited. The Treasurer is an ex officio, non-voting member. The Auditing Committee shall review and certify the correctness of the Annual Financial Report and the records of the Treasurer within thirty (30) days of the end of the fiscal year. Any errors, corrections, or deviations not correctable by action with the Treasurer shall immediately be brought to the attention of the SECTION Executive Committee for disposition and action.
Section 6. Long-Range Planning
The Long-Range Planning Committee shall assist the SECTION Executive Committee in planning the program of activities to meet the SECTION objectives. The Committee is to be comprised of two (2) past chairs (previously, "chairmen"), two (2) newer members who have been SECTION members not over three (3) years at the time of their appointment, and a Chair (previously "Chairman"). The Long-Range Planning Committee shall review and evaluate existing activities, evaluate future SECTION needs and make recommendations for changes or new activities.
Section 7. Membership
The Membership Committee shall not have less than three (3) members and shall develop and execute, or supervise the execution of promotional plans to build the membership of both the SECTION and the INSTITUTE. It will cooperate, as requested, in membership promotion plans developed by the Committee on Membership and Professional Affairs of the INSTITUTE. It may call upon said Committee for assistance, as needed.
Section 8. Student Affairs Committee
a. There shall be a Student Affairs Committee comprised of two (2) Regional Members of the SECTION, the Presidents, or their designated representatives, of the Student Chapters of the INSTITUTE and the Food Science Club in the geographic region of the SECTION, plus no more than two (2) Student Members-at-Large from other recognized educational institutions in the geographic region of the SECTION not having a Student Chapter or Food Science Club.
b. The Student Affairs Committee shall solicit and encourage student involvement and participation in SECTION activities and shall recommend student members to the Chair (previously, "Chairman") for appointment to committees.
Section 9. Other Committees
The SECTION Executive Committee may establish other committees as needed to conduct the activities of the SECTION.
Section 10. Eligibility
Only Regional Members of the Section are eligible for appointment as committee Chairs (previously, "Chairman") and as members of the Nominating, By-Laws and Tellers Committee.
Article VII - Nominations and Elections
Section 1. Nominations
a. The Nominating Committee shall convene no later than November 1 and begin to prepare a slate of two (2) candidates for each office to be filled. In the case of an incumbent Secretary or Treasurer seeking permissible re-election, a second candidate need not be selected. The number of candidates for Councilors and Alternate Councilors may be one-half (½) again as many as the total to be elected. The Nominating Committee shall determine the eligibility of each candidate from the Secretary and shall determine the willingness of the candidate to serve if elected.
b. Prior to the Annual Election, the Nominating Committee shall report the proposed slate of candidates to the SECTION Executive Committee for approval prior to presenting the slate to the SECTION membership.
c. The Nominating Committee shall report its slate of candidates to the membership at a regular meeting of the SECTION prior to the Annual Election.
d. Additional candidates may be nominated by petition over the signatures of ten (10) Regional Members, provided:
(1) the petitioners have determined the candidate's eligibility from the secretary,
(2) the petitioners have determined the candidate's willingness to serve if elected, and
(3) the petition is received by the Secretary not later than five (5) days following the meeting at which the Nominating Committee gives its report.
Section 2. Annual Election
a. The Secretary shall prepare and mail a ballot to each Regional Member within ten (10) days after the report of the Nominating Committee. The balloting deadline shall be no later than thirty (30) days after the mailing, but no sooner than twenty-one (21) days after mailing. Within five (5) days after the balloting deadline, the Secretary shall convene the Tellers Committee and turn over the marked ballots for counting.
b. After verifying the validity of each ballot, the Tellers Committee shall count the ballots for each office, declaring the candidate receiving the majority of votes cast elected. In the event of a tie vote, selection shall be made by lot.
c. The Tellers Committee 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
a. The officers elected shall be announced to the membership of the SECTION following the counting of the ballots by the Tellers Committee.
b. The Secretary shall report to the Executive Director of the INSTITUTE the newly elected officers, Councilors and Alternate Councilors by May 1.
Article VIII - Meetings
Section 1. SECTION Meetings
The SECTION Executive Committee shall schedule regular meetings of the SECTION, preferably on a monthly basis where practical, but in no event less than three (3) 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 ten (10) Regional Members or ten (10) percent of the Regional Membership.
Article IX - Operating Periods
Section 1. Administration
The governance year 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 the meeting programs.
Section 2. Dues Year
The period covered by the dues of all classes of members and by the fees of Industrial Associates 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.
Section 3. Fiscal Year
The fiscal year of the SECTION shall be from September 1 of one calendar year through August 31 of the succeeding year.
Article X - Dissolution
Section 1. SECTION Option
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 withing 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 to 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 the Committee shall constitute adoption. Amendments disapproved by that Committee may be appealed to the INSTITUTE Council through the SECTION Councilor(s)