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BY-LAWS of the PHILADELPHIA REGIONAL SECTION, INSTITUTE OF FOOD TECHNOLOGISTS Article I - Name, Headquarters and Territory
Section 1. Name
The name
of this organization shall be the Philadelphia Regional Section, a subsidiary organization of the Institute of Food
Technologists. Hereinafter, these shall be referred to as
"SECTION" and "INSTITUTE", respectively. This
section, incorporated in the Commonwealth of Pennsylvania shall operate as a
non-profit subsidiary organization of the Institute. In the event of any
conflict between the By-Laws of this SECTION and the Constitution and Policy
& Procedures Manual of the INSTITUTE, the latter shall prevail. Section
2. Headquarters and Territory The
headquarters of the PHILADELPHIA REGIONAL SECTION of the INSTITUTE shall
be located at the office of the current Secretary. The territory of the
SECTION shall be the zip codes: 080-84, 087, 180-81, 183-85, 189-94, 197- 98. Article II - Purpose and Objectives The
purpose and objectives of this SECTION shall be a. To
support improvement of the food supply and its use through science, technology
and education. b. To
promote or stimulate the development of better and more adequate foods for
mankind. c. To
promote the application of science and engineering to the production,
processing, packaging, distribution, preparation, evaluation and utilization of
food. d. To advance the profession of food science
and technology by promoting the maintenance of high professional standards
among its members. e. To stimulate and provide forums and seminars
for the free interchange of information and ideas. f. To cooperate
with faculties and students of educational institutions in the Section area in
the development and improvement of food science, food technology, and other food-related
courses for the betterment of mankind. g. To
promote recognition of the role of those engaged in the field of food science
and technology. h. To implement and accomplish other programs
of proposals consistent with the purposes of the INSTITUTE. i. To promote understanding on the part of the general
public about the production, preparation and distribution of foods, such
promotion to include a program to inform the public about safety and nutritive
value of foods. 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. d.
Emeritus Status will be recognized for any member of the INSTITUTE who hold
Emeritus Status. A retired Regional Associate may hold a Regional Emeritus
Status. 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 an
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. Section
5. Dues a. The
SECTION Executive Committee shall establish the dues structure for the next
year before or at the same time it approves the annual budget. b. Dues
for Regional Associates shall be set higher than dues for Regional Members;
dues for Students shall be set lower than for Regional Members. c. Emeritus
Members and retired Regional Emeritus Members 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, Chair-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 October 1 annually, the INSTITUTE Executive Vice President shall
determine this number based on one SECTION Councilor and Alternate Councilor
for the first two hundred (200) INSTITUTE members and one additional Councilor
and alternate Councilor for each additional two hundred (200) INSTITUTE
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 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. The Councilors and
Alternate Councilors must be Regional Members of the SECTION who hold
Professional Member status in the INSTITUTE. The Chair,
Chair-elect, Secretary, Treasurer and Members-at-Large of the SECTION
Executive Committee must be Regional Members of the SECTION. b.
No individual may hold more than one elected position at a time, except that
SECTION officers or Members-at-Large of the SECTION 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 INSTITUTE Committee on Sections and
Divisions. This may be accomplished by petition from the SECTION Executive
Committee to the INSTITUTE Committee requesting permission to elect or retain 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 be submitted in time for approval prior to the election of the
individuals, or immediately upon receiving notice that they will be changing
their mailing addresses to outside the zip code areas of the SECTION. 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
(2) years, with the term of each member arranged to start on September 1 of
alternate years. c. The
Chair, Chair-elect, and Members-at-Large may not serve two (2) consecutive
terms. 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 shall be the Chief Executive Officer of the SECTION. The
Chair 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 of
each, and fill any vacancies occurring therein; (3) perform other duties which
are associated with the office of Chair 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 shall: (1) serve ex officio, as Chair
of the Program Committee; (2) perform such other duties as
the Chair may delegate; (3) perform the duties of the
Chair in the event of the Chair's absence; and (4) succeed immediately to the
office of Chair in the event of the Chair's resignation, disability or death. 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 Executive Committee meetings at least 10 days prior to each meeting; (4) maintain an accurate membership
roster of the SECTION as provided by the Membership Chair; (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 Director of
Field Services 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 Director of Field Services of the INSTITUTE for
transmittal to the INSTITUTE Committee on Constitution and By-Laws; (8) provide
the Director of Field Services 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
Director of Field Services of the INSTITUTE, the SECTIONS'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 an Annual Report
of the SECTION activities on forms supplied by the INSTITUTE and submit this
report to the Director of Field Services of the INSTITUTE by July 15 each year. (12) maintain a permanent file on
pertinent information regarding section activities during the year, including:
awards, membership achievements, committee service, and notable events. 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 SECTION
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 that $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 Director of Field Services' office. e. 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,
committees, fiscal year, subsidiary organizations, and amendments as defined in
the Constitution and Policy & Procedures Manual 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 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 caucuses 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. Section
7. Limitation of Liability No
SECTION Executive Committee member or officer shall be liable for damages
resulting from the exercise of judgment or discretion in connection with the
duties or responsibilities of their office except as dictated by law. Article V - SECTION Executive Committee Section
1. Composition The
SECTION Executive Committee shall be comprised of the officers, the immediate
past Chair, the Councilors and Alternate Councilors, and two (2) Members-at-Large
elected by the membership eligible to vote and Committee Chairs. Committee Chairs shall be voting members.
One Student Member representative may be appointed as a voting member. 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 the first meeting; and c. fill
any vacancy occurring among the officers or its own membership Councilors and
Alternate Councilors for the balance of the governance year, except for the
office of Chair. Section
3. Meetings The
SECTION Executive Committee may schedule meetings prior to each SECTION
meeting, but must schedule a minimum of 3 meetings annually. Additional
meetings may be held upon call of the Chair, 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 or the Chair-elect must be
present. Withdrawal of members from the meeting shall not cause failure
of a quorum at that meeting. Section
5. Non-performance The
SECTION Executive Committee may ask an officer or committee Chair to resign if
that person is not properly or adequately conducting the duties of the position
for four (4) months. In addition, the SECTION Executive Committee may ask
a Councilor, Alternate Councilor or Member-at-Large to resign if that person
misses more than two (2) meetings of the SECTION Executive Committee
meetings in one year. A two-thirds (2/3) vote of the SECTION
Executive Committee is required to follow through on a charge of non-performance.
The SECTION Executive Committee
shall then fill any vacancies created by these actions. The individual
may request the SECTION Executive Committee to appoint an ad hoc Appeals
Committee to review the case and bring it before the general membership for consideration. Section
6. Vacancies Any
vacancy occurring on the SECTION Executive Committee shall be filled by
appointment of the SECTION Executive Committee. A SECTION Executive
Committee member or officer elected to fill a vacancy by the SECTION Executive
Committee shall serve for the unexpired term of their predecessor, except for
the Chair-elect. The Chair-elect must be elected to the position of Chair
but may be run on the ballot unopposed. Article VI - Committees Section
1. Program There
shall be a Program Committee to develop the SECTION meeting programs. The
Chair-elect shall serve as the ex officio Chair. Section
2. Nominating The
Nominating Committee shall be comprised of three (3) members, one of whom shall
be the immediate past Chair who shall serve as ex officio Chair; 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 Policy &
Procedures Manual of the INSTITUTE. It shall review and make
recommendation 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 any
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, two (2) newer members who
have been SECTION members not over three (3) years at the time of their appointment,
and a Chair. 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 INSTITUTE. It
may call upon the INSTITUTE 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 Clubs 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 for appointment to committees. Section 9.
Scholarship Committee The SECTION Scholarship Program offers scholarships on an annual basis to further advance the field of food science & technology or other directly related fields. The Scholarship Committee will advertise and award scholarships according to the guidelines established by the SECTION. Section 10 .
Career Guidance Committee The Career Guidance Committee will promote and encourage food science activities in the secondary schools. The section will sponsor awards for the best food science project at the Delaware Valley Science Fair as approved on an annual basis by the Executive Committee. Section
11. Arrangements committee The Arrangements Committee will maintain a list of prospective meeting places, and coordinate with the Program Chair to select appropriate meeting places for each event. The Arrangements Committee will assist with publicity, reservations, and registration for each event. Section
12. Suppliers Night Committee The Supplier Night Committee will coordinate an annual Suppliers’ Night of table top exhibits. This Committee will follow the guidelines established by the INSTITUTE for this event. Section
13. Awards Committees a. The Lectureship Awards Committee will nominate and select an
individual to receive the Julius Bauerman Lectureship Award each year. b. The Food Technologist of the Year Committee will nominate and
select one individual to receive an annual award for outstanding contributions
to the SECTION and the field of food science. c. Special Awards may be
awarded at the discretion of the Executive Committee. Section
14. Communications a. Newsletter The Newsletter Committee shall publish at least 4 newsletters each year. These may be produced electronically or on hard copy as the needs of the section dictate. b. Web-page
The Newsletter Editor shall be responsible for forwarding the meeting
announcements to the Web Editor. Chairs
of special events and services such as Golf, Suppliers Night, and Employment
shall coordinate with the Newsletter Committee to publish SECTION activities
and programs on the website. Section
15. Other Committees The
SECTION Executive Committee may establish other committees as needed to conduct
the activities of the SECTION. 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 (or Secretary-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 (1/2) 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
the February meeting of the SECTION prior to the Annual Election. d. Additional
candidates may be nominated by petition over the signatures of 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 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 thirty
(30) 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 ten (10) 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 elected the candidate receiving the majority
of votes cast. 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 at the next meeting of
the SECTION following the counting of the ballots by the Tellers Committee. b. The
Secretary shall report to the Director of Field Services 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 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 25 Regional Members or five (5)
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 365 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 30 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
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
Director of Field Services 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 a. The
Secretary shall forward written copies of proposed amendments to the Director
of Field Services of the INSTITUTE for transmittal to the Committee on
Constitution and By-Laws for INSTITUTE approval. Amendments not approved
by that Committee may be appealed to the INSTITUTE Council through the SECTION
Councilor(s). b. When
approval is received from the INSTITUTE Committee on Constitution and By-Laws,
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 to the Regional Members upon request, with any explanations pro or con
that the SECTION Executive Committee deems necessary. Section
3. Adoption A
two-thirds (2/3) or more vote by the Regional Members voting on a proposed
amendment shall be necessary for approval. |
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