Columbus Chapter INC. BYLAWS

THE AMERICAN CULINARY FEDERATION, Columbus Chapter INC.

BYLAWS

Article I

Name and Object

            The American Culinary Federation, Columbus Chapter Inc. (“ACF”) is a not-for-profit corporation, organized as a non-partisan federation of chefs and other culinarians, dedicated to the promotion of excellence, education, professionalism and collegiality in the culinary profession.

          The American Culinary Federation Columbus Chapter is a chartered member of the American Culinary Federation, Inc. (ACF, Inc.) and therefore is organized and operated under the direction of its (ACF, Inc.) by laws.

Article II

Membership

            Section 1. Eligibility. ACF membership shall be open to Culinarians and other individuals engaged in the culinary profession, allied employment, or be a person of the general non-food professional community that has a passion for the culinary arts and who meets the requirements set forth in Section 2. Culinarians refers to professional chefs, cooks and bakers engaged in (a) food and beverage planning, preparation, service or supervision in commercial kitchens, hotels, clubs, restaurants, schools and other institutions; (b) culinary education; (c) culinary research, development or testing; or (d) other culinary employment.

            Section 2. Categories of Membership. There shall be nine categories of ACF membership as follows:

                        (a) Junior Culinarian. A Junior Culinarian shall be a high school student between 16 and 18 years of age. Junior Culinarians shall have no vote.

(b) Student Culinarians. A Student Culinarian shall be a person that is involved in the culinary profession and have fewer than two years work experience at the time of joining. A Student Culinarian shall be a student enrolled in a post-secondary culinary education program, or a registered apprentice as defined by the ACFEF apprenticeship training program. A Student Culinarian shall have (1/2) vote only in the election of chapter officers. Student Culinarian membership shall be subject to a lifetime limit of four years and is not available to a person who has previously been a Culinarian or Professional Culinarian.

(c) Culinarians. A Culinarian shall be individuals including line cooks, bakers, pastry cooks or other culinarian not involved in the management or supervision of the respective property with a minimum of 6 months full time employment. A Culinarian shall be pursuing on-the-job training and experience necessary to advance to the membership level of Professional Culinarian. A Culinarian shall have (1/2) vote only in the election of Chapter officers.

(d) Professional Culinarians. A Professional Culinarian shall be a person with at least three years full-time employment in the culinary profession. A Professional Culinarian shall have one vote in the election of Chapter officers.

(e) Senior Professional Culinarians. A Senior Member shall be a person at least 65 years of age, retired from employment and who shall have been an ACF Professional Culinarian member for a minimum of ten (10) consecutive years at the time of retirement. Regardless of age, a member with at least seven (7) years tenure in any category who is permanently and totally disabled from culinary employment shall be eligible for Life Senior Professional Culinarian membership. Senior Professional Culinarians shall retain the rights and privileges of the membership category from which they retired, including the right (if any) to vote for Chapter officers. Senior Culinarians cannot hold elected Chapter office. This membership category shall include all Retired Disabled and Life Senior Chef Members.

(f) Associate Member. An Associate Member shall be a representative of a group, company or corporation providing products or services to the culinary profession. Associate Members shall have no voting rights and cannot hold elected Chapter office.

(g) Allied Member. An Allied Member shall be a person employed in a field related to the culinary profession (such as dietetics, home economist, food stylist, etc.) who does not qualify at any level of professional membership of the ACF. Additionally, any person who wishes to support and promote the ACF and culinary profession may become an Allied Member. Allied Members shall have no voting rights and cannot hold elected Chapter office.

(h) Culinary Enthusiast Member. A Culinary Enthusiast Member shall be a person of the general non-food professional community that has a passion for the culinary arts. A Culinary Enthusiast Member shall have no voting privileges. A Culinary Enthusiast Member cannot hold elected Chapter office.

            Section 3. Membership Obligations. As a condition of membership, all ACF Columbus Chapter members shall be bound and abide by the ACF Bylaws, policies and procedures, as amended from time to time, including without limitation, the Culinarians Code and the ACF rules governing Unethical Conduct, the procedure for joining the ACF, and termination and suspension of membership.

            Section (4). Quorum and Voting.   When any corporate action is needed it shall be taken by quorum vote of the General Membership, (a quorum constitutes 25% of the professional membership category).

Article III

The Board of Directors

            Section 1.  Members.  The Board of Directors shall consist of the Immediate Past President, President, Secretary, Treasurer, Standing Committees Chair & Co-Chair (Committee’s where there are both a Chair and Co-Chair only one may be permitted to vote at Board of Directors meetings). From time to time Special Committees or Task Forces may be appointed by the President, they may attend Board of Director meetings but will not hold voting privileges).  The President shall serve as Chair of all Board of Director’s meetings.

            Section 2. Number. The Board of Directors shall consist of no fewer than nine nor more than fifteen members, The number of directors to be determined from time to time by resolution of the entire Board of Directors.

            Section 3.     Powers and Duties. The Board of Directors shall be the managing body of the ACF Columbus Chapter. The Board shall have ultimate authority over and responsibility for the business affairs, operations, and assets of the ACF Columbus Chapter, subject to the limitations in these Bylaws.

                        (a.)The Board of Directors shall be vested with full voting rights as to

                             any and all matters requiring action or approval of the membership.

                             Excluding Co-Chairs unless the Chair is absent at the time of vote.

                        (b) The Board of Directors shall have the authority to amend the

                         Bylaws as provided in these Bylaws, with the approval of a quorum

                         of the general membership.

                        (c) The Board of Directors shall approve the annual budget.

                        (d) The Board of Directors shall set Chapter dues, with the approval of

                         quorum of the general membership.

                        (e) The Board of Directors may adopt resolutions on matters of

                         planning, procedure and policy.

        Section 4.  Terms of Office.  The officers of the Board of Directors shall be elected by the eligible voters of the ACF membership. They serve for one (4) year term in the office that they were elected to.

            Section 5. Qualifications. The qualifications of the elected officers of the Board of Directors are set forth in Article IV.

            Section 6. Election. The elected officers who serve on the Board shall be elected as provided in these Bylaws.

            Section 7. Regular Meetings. There shall be at least 8 to 10 general meetings per year. The President shall select the time and place of each meeting and shall give 30 days notice of the Board meeting to the Board members.

            Section 8. Special Meetings. Special meetings of the Board of Directors shall be called by the President or a majority of the Board. The Secretary shall give the Board members notice of a special meeting not less than 5 days before the meeting. The notice shall include the time, place and agenda for the meeting.

            Section 9. Actions by the Board of Directors.

                        (a) Except as otherwise provided by law or in these Bylaws, the act of the Board of Directors means action at a meeting of the Board by vote of a majority of the directors present at the time of the vote. There must be a quorum of at least 8 eligible board members present for all votes to be considered proper and sanctioned. There shall be no proxies for Board of Director meetings.

                        (b) Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.

                        (c) Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Article IV

Chapter Officers

            Section 1. General. The ACF Columbus Chapter officers shall be the Immediate Past President, President, Vice President, Secretary and Treasurer.   Except for the Immediate Past President, they shall be elected by the membership in accordance with these Bylaws.

            Section 2. Qualifications for Chapter Office. In order to serve as a Chapter officer, an ACF member shall (a) have held Professional Culinarian privileges for at least two consecutive years and must maintain a Professional Culinarian status and membership while holding office; (b) have served for at least two years as an ACF Standing or Special Committee Chair; and be ACF-certified. The President must also have served as an elected officer on the Board of Directors prior to election as President. Officers shall be elected in October to a (4) year term in the even numbered years and shall not serve more than one consecutive term in the same office.

            Section 3. Nominations will take place at the September General Meeting. All nominations are to be made within seven days following the meeting to the Nominations and Elections Committee. All nominations will be published on the Chapter website along with a complete (Biographical sketch) at least 15 days prior to the October election deadline. The voting deadline will be October 31.

            Section 4. Term of Office. The ACF Columbus Chapter officers shall be elected by the majority vote of the ACF membership who shall be eligible voters. Each officer shall be elected to only one full (4) year term. Any officer may seek a different office after serving in their current office. An officer may hold an office they have previously held but there must be at least one (4) year term between the original office and the one that they have already served in. An officer appointed to fill a vacancy shall serve until a successor is elected and installed in office.

          Section 5. Powers and Duties. In addition to the powers and duties conferred by the Bylaws, the chapter officers shall have the customary powers and duties of their office, subject to such terms, conditions and limitations as may be imposed by the Bylaws or Board of Directors.

                Section 6. President.   The President shall serve as Chair of the Board of Directors, and as an ex officio, non-voting member of all committees, except the Nominations & Elections Committee.

            Section 7. Secretary. The Secretary shall be responsible for keeping the records of the ACF and the preparation of the minutes of all ACF meetings.

            Section 8. Treasurer. The Treasurer shall oversee the financial affairs of the ACF. The Treasurer shall see to the timely preparation of monthly financial reports and budgets. The Treasurer shall have prepared by an outside agency the ACF Columbus Chapter IRS tax return. The Treasurer shall have an audit performed by an outside agency every two years.

            Section 9. Vice President The Vice President shall be responsible for supporting the chapter President in all matters concerning the ACF Columbus Chapter. The Vice President shall automatically succeed the current President when the current President term has expired.

            Section 10. Immediate Past President. The outgoing ACF Columbus Chapter President shall serve as Immediate Past President for a term to be concurrent with the new President. The Immediate Past President shall perform the duties of any chapter officer in case of a vacancy until the vacancy can be filled in accordance with the Bylaws; serve as an advisor to the President; install the Chapter officers; preside at meetings in the absence of the President.

            Section 11. Vacancies.

  1. a) If the President is unable to complete his/her term for any reason, the Immediate Past President shall immediately assume the duties of President until a new President can be elected.
  2. b) If both the President and Immediate Past President are unable to complete their terms, then succession of the Presidency falls to the ACF Columbus Chapter Vice President; if the Vice President is unwilling or unavailable to serve, then to the ACF Columbus Chapter Treasurer; if the Treasurer is unwilling or unavailable to serve, then Presidency falls to the ACF Columbus Chapter Secretary.
  3. After the above occurs, the Board of Directors shall decide if and in what manner a special election shall be held to fill the office of President.

Article V

Committees

            Section 1. Standing Committees. The ACF Columbus shall maintain the following Standing Committees: Apprenticeship, Certification, Chef & Child, Culinary Competitions, Hospitality, Communications & Special Events, Membership, Program & Education, Fundraising, and Student Culinarians. Student representatives representing the various colleges or institutions. Student Culinarian representatives shall have no vote during ACF Columbus Chapter board of directors meetings.

                       (a) The standing committees shall have a chair & co-chair and members as decided by the President and committee chairs. The ACF Columbus Chapter President shall select a chairman for each committee, and the appointment will be confirmed by the ACF Columbus Board of Directors.

                        (b) All committee members serve at the pleasure of the President and Board of Directors. All committees shall follow policies and procedures that have been approved by the ACF Columbus Chapter Board of Directors.

            Section 2. Special Committees. The special committees can be established by the ACF Board of Directors when ever deemed prudent and necessary. The Board of Directors shall write the established rules for these committees, which include all advisory and task forces. The time limit for these committees shall be established by the ACF President in collaboration with the Board of Directors.

            Section 3. General Rules. The Board of Directors shall establish rules and procedures for all committees.

Article VI

Nomination and Elections

            The Nominations & Elections Committee. The President shall appoint a Nominations & Election Chairperson in July of the year of the upcoming election. The Nominations & Elections Chair shall form a committee of consisting of a chair and at two other members who are not currently serving on the BOD’s in any capacity. The Nominations and Election Committee shall supervise the election of the Chapter officers in accordance with policies and procedures established by the Committee and approved by the Board of Directors.

Article VII

Meetings

            Section 1.   The President shall call monthly BOD meetings.

Article VIII

Conflicts of Interest

All Chapter officers, Board of Director members, Committee members or others acting in any capacity for the ACF Columbus Chapter, shall disclose to the ACF Columbus Chapter any situation which may be construed as a conflict of interest in accordance with policies and procedures adopted by the Board of Directors.

Article IX

Removal of Officers and Expulsion of Members

            Section 1. Removal of Officers and Directors. Chapter officers may be removed for cause upon two-thirds vote of the Board of Directors and/or two-thirds vote of the general membership in accordance with procedures adopted by the Board of Directors.

            Section 2. Termination of Membership. ACF members may be expelled or subject to other sanction for cause by two-thirds vote of the Board of Directors in accordance with procedures adopted by the Board of Directors.

Article X

Amendments

            Any ACF Columbus Chapter member with professional culinarian privileges may propose an amendment to the Bylaws. In order to amend or change the Bylaws all members must be notified by US Mail or e-mail of the proposed amendment or changes at least 30 days in advance of the meeting at which the proposed amendment or changes will be voted upon. Voting will be as stated in Article III, Section II of this document. The proposed amendment and/or changes to be adopted, requires an affirmative two-thirds (2/3) of votes cast during a general membership meeting.

Article XI

Indemnification of Directors and Officers

            To the full extent authorized by law, the ACF Columbus Chapter shall indemnify any person, made or threatened to be made, a party in any action or proceeding, whether civil or criminal, by reason of the fact that the person is or was a director or officer of the ACF Columbus Chapter or served in any capacity at the request of the ACF or any other corporation, partnership, joint venture, trust or other enterprise.

Article XII

Parliamentary Authority

            Robert’s Rules of Order, latest Edition shall govern all meetings and proceedings of ACF, except to the extent inconsistent with these Bylaws.

 

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