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Table of Contents
Article I PURPOSES………………. 2
Article II MEMBERSHIPS…………….. 3
Article III Meetings of the Members…………. 5
Article IV Directors……………….. 6
Article V Officers and Directors………….. 7
Article VI Qualifications and election of officers…… 10
Article VII Assessments and Dues. ………….. 11
Article VIII Finance…………………… 12
Article IX Disciplinary Action…………….. 13
Article X Committees……………….14
Article XI Record Keeping………………15
Article XII By-Laws Review……………..15
Article XIII Amendments to these by-laws…………..16
Signature Page………………… ..17
by-laws
The American Culinary Federation,
Chef’s Association of Arizona, Inc.
article I. purposes
1. The purpose of the organization is to discuss and take action on the subjects of common interest and value to members; to promote, strengthen, and develop those bonds of friendship which should exist among members of our profession; to strive by all proper means to obtain from the trade and general public a better understanding and recognition of the part played by our members in the profession.
2. To promote educational programs for members and persons allied with the trade in order to keep abreast of any new developments in food or service; to instigate a program for the education of promising apprentice chefs.
3. To encourage the advancement of the culinary profession; to assist in securing employment for the members affiliated with this corporation and prevent employers, or employees, from being imposed upon by unreliable employers or employees respectively.
4. The American Culinary Federation, Chef’s Association of Arizona, Inc.,
is affiliated with the AMERICAN CULINARY FEDERATION AND THE AMERICAN ACADEMY OF CHEFS
ARTICLE II. MEMBERSHIPS
SECTION I – LEVELS OF MEMBERSHIP
The ACF is a federation of non-profit, non-partisan and non-sectarian culinary associations of professional chefs, cooks and bakers engaged in the planning, preparation, service and supervision of foods, pastries and beverages, in commercial kitchens, hotels, clubs, restaurants, institutions, schools, as well as serving as culinary research and development consultants, experimental chefs, food directors and culinary educators. There shall be no discrimination regarding race, color, sex, religion, politics, age or national origin.The Board of Directors shall be sole judges of the eligibility of an applicant.
SECTION II – ACTIVE MEMBERSHIP
Any person involved in the Food Service Industry who can satisfactorily prove he/she is employed as a culinarian or in a related position with at least three (3) or more full time years of experience, may become an active member. Active membership should include any A.C.F. C.C. or culinary educator graduating apprentice.
SECTION III – JUNIOR MEMBERSHIP
A culinarian with three (3) or fewer full time years work experience or a student enrolled in an accredited post secondary culinary education program or and ACF-registered apprentice who otherwise meets all the requirements in the same manner, shall become a Junior Member. A Junior Member shall have a lifetime limit of 4 years.
SECTION IV – JUNIOR CULINARIAN
Shall be between sixteen and eighteen and enrolled in a high school ACF ACCESS vocational culinary program.
SECTION V – SENIOR MEMBER
Any category of member who has reached the age of sixty-two (62) and has retired from gainful employment or self-employment and has been a member in good standing of an Local ACF chapter for ten (10) years or more.
SECTION VI – LIFE SENIOR CHEF
When a member of the Chefs Association of Greater Phoenix, Inc. has retired due to age or for medical reasons and is not self-employed or a steady extra, and he/she has been a member in good standing for a minimum of ten years, the following shall apply:
A) The Local Chapter shall waive the retiree’s local dues.
B) The Local Chapter shall pay the current ACF dues entitling him/her to all privileges including his/her subscription to the ACF Journal, The National Culinary Review, The Local Monthly Chapter Publication and Life Insurance.
SECTION VII – ASSOCIATE MEMBERS
Shall be a person representing a group, company or corporation providing
products and / or services to the culinary profession or a person who wishes to support and promote the culinary profession.
SECTION VIII ALLIED MEMBERS
Shall be a person employed in fields related to the culinary profession, (such as, but not limited to dietetics, home economics, food stylist, etc.), who does not qualify as an Active, Associate or Junior member.
SECTION IX – HONORARY MEMBERSHIP
Any person whom the Board of Directors may deem worthy of this honor may become an honorary life member.
ARTICLE III. MEETINGS OF THE MEMBERS
SECTION I – TIME AND PLACE
The members of the Association shall hold meetings not less than once every sixty (60) days or more often when possible. Written notice of said meetings is required 60 days in advance.
SECTION II – MEETINGS
All meetings are governed by accepted rules of parliamentary procedures. (Robert’s Rules of Order)
SECTION III – VOTING
All active and junior members, of the American Culinary Federation, shall be entitled to one vote and must be present to exercise that vote. Mail in ballots must be postmarked within fifteen (15) days of distribution by The Association.
SECTION IV – QUORUM
The presence of the president or vice-president, the secretary or the treasurer, Sergeant At-arms and/or three (3) directors, together with 1/5 of the eligible members shall constitute a quorum.
SECTION V – POWERS OF MEMBERSHIP
The General Assembly of the Association deliberates and votes on all matters relating to the by-laws and on all interests of the Association, including its financial status. It may adopt such rules of order and by-laws from time to time, as it deems necessary to the welfare of the Association. It shall have the power to assess the membership whenever necessity requires it. At general meetings, every member can express his/her opinion after having been recognized by the Chair. Amendments to existing by-laws must be made in the following manner:
A. Any proposed amendments shall be sent to the Board of Directors, in writing or as recorded by the Secretary, for its consideration, and submitted to the next general meeting for discussion and adoption or rejection in accordance with Article XII, Section I.
ARTICLE IV. DIRECTORS
SECTION I – NUMBER OF DIRECTORS
The Board of Directors shall consist of twelve (12) members, viz.: Chairman of the Board, President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms, By-Laws Chair, and five (5) Directors at Large.
SECTION II
The officers shall serve for two (2) years only including the President and Vice President. They may seek the same office again after the two (2) years has expired.
SECTION III – POWERS OF THE BOARD
The Board shall serve without remuneration and shall draft and conduct all policies of the Association, prepare the order of business for each general meeting of the membership, receive applications for membership, supervise and enforce the by-laws of the Association and oversee and act as auditing committee of all the books and records of the Association.
SECTION IV – QUORUM
Either the president or the vice president plus any six (6) others from the above positions shall constitute a quorum.
SECTION V –
MEETING OF THE BOARD OF DIRECTORS
The Board of Directors shall hold regular meetings as called by the President. Emergency meetings of the Board may be called by the President or by the Vice-president, in the event that the President is not available.
ARTICLE V. OFFICERS AND DIRECTORS
SECTION I – PRESIDENT
The President shall preside at all meetings of the general membership and of the Board of Directors when he/she is present, He / she shall be a member of the Board of Directors, sign all orders and documents issued by the Secretary, be a member Ex-Officio of all committees created by the Board of Directors and appoint all members of such committees.
A.The President (or other presiding officer) will conduct all meetings following a written agenda.
B.The office of President shall serve for two (2) years.
C.The President shall be elected in the fall of the odd numbered years.
D.The President then becomes Chairman / Chairperson of the Board with full voting privileges.
SECTION II – VICE-PRESIDENT
The Vice-president shall be a member of the Board of Directors and shall stand ready to assist the President in any manner, preside at meetings of the Board of Directors or the general membership if the President is absent, and fill the un-expired term of the President in the event the President should not be able to do so.
A.The Vice-President shall serve a term of two (2) years in office.
B.The Vice President shall be elected in the fall of the odd numbered years.
SECTION III – SECRETARY
The Secretary shall be a member of the Board of Directors; his/her duties shall consist of keeping all records of the Association, minutes of the meetings of the Board of Directors or general membership and the sending of all notices and invitations.
A.The Secretary shall be elected in the fall of numerically “odd” years and shall serve a term of two (2) years in office.
B.The Secretary shall maintain an accurate record of all voting and elections including vote counts.
C.The Secretary shall provide accurate minutes of the General Meetings and the meetings of the Board of Directors prior to the next meetings by having said minutes posted to the website, or email, or facsimile copies provided.
D.In the event a Secretary can not be to any given meeting, arrangements must be made for another person to provide the Secretary with accurate information in order to comply with “C” above.
SECTION IV- TREASURER
The Treasure’s duties shall consist of collecting and banking all dues and
assessments received from members and the keeping of accurate records and books of account and shall be bonded in the amount determined by the Board of Directors. He/she may in the performance of his/her duties select a member to assist him/her when it is necessary.
A. The Treasurer shall be elected in the fall of all numerically “even” years and shall serve a term of two (2) years in office.
SECTION V – SERGEANT-AT-ARMS
Duties of the Sergeant-at-Arms include opening general meetings by conducting the pledge of allegianceto the flag, keeping order at all membership meetings, and carrying out the orders of the President or presiding officer in the nature of escort and orderly conduct of meetings.
A.The Sergeant-At-Arms shall be elected in the fall of all numerically “even” years and shall serve a term of two (2) years in office.
B.The Sergeant At-Arms shall properly maintain all flags, banners or other material as determined by the President and have them available at all meetings wherein required.
SECTION VI – DIRECTORS
There shall be five (5) Directors-at-Large who assist the President and/or other Board Members carry out their responsibilities by overseeing Committee Chairs or performing other duties as needed.
A. All Directors shall serve for a term of two (2) years.
B. Three (3) Directors shall be selected in the fall of all numerically “even” years.
C. Two (2) Directors shall be selected in the fall of all numerically “odd” years.
SECTION VII- ATTENDANCE
In the event that any Officer or Director has been absent from three consecutive meetings of the Board, the Board shall send him/her written notice to show cause as to why he/she should not be dropped as a member of the Board, and a new member be selected in his place, In the event that such Officer or Director does not show cause satisfactory to the Board, he/she shall be replaced as provided herein.
ARTICLE VI.
QUALIFICATIONS AND ELECTION OF OFFICERS AND DIRECTORS
SECTION I- NOMINATION AND ELECTION
Nomination of Officers and Board Members shall be made prior to September 1st and election of Officers and Board Members shall be made in September. All terms of office shall begin in the month of January and be for a period of two years as specified under Article V, Officers and Directors.ThePresident may hold any number of terms, which are not successive.
SECTION II – Chefs Association of Arizona
QUALIFICATION OF OFFICERS AND DIRECTORS
Any Active member of The American Culinary Federation, in good standing may be an officer or member of the Board of Directors.
SECTION III – UN-EXPIRED TERMS OF OFFICE
In the event any Officer or Director does not complete his/her term of office, he/she shall be replaced through an election conducted by the Board of Directors, with the exceptionthat if the President does not complete his/her term of office, the Vice-President shall succeed him/her. Elections are to be ratified by the general assembly at the next scheduled meeting.
ARTICLE VII – ASSESSMENTS AND DUES
SECTION I
The Association shall be sustained by funds derived from initiation fees, dues donations, and assessments paid by the members and such proceeds from entertainment, which may be realized from time to time.
SECTION II – MEMBERSHIP FEES
(a) Active Members This shall be governed by the National ACF plus $25 shall be rebated to the local chapter
(b) Junior Members This shall be governed by the National ACF plus $25 shall be rebated to the local chapter
(c) Junior Culinarians none
(d)Associate Members none
(e)Allied Members none
(f) Honorary Members, none
SECTION III
DUES FOR THE AMERICAN CULINARY FEDERATION
The annual dues for membership in The American Culinary Federation are determined by that society as noted above.
SECTION IV
COLLECTION OF DUES FOR THE AMERICAN CULINARY FEDERATION
The American Culinary Federation is authorized to collect dues on behalf of the Association.
SECTION V – TIME OF PAYMENT OF DUES
Dues shall be paid in advance and submitted along with the application form. Dues will be refunded if applicant is not accepted. The American Culinary Federation will then do all further billings as well as reminder notices.
SECTION VI – ARREARS
Any member in arrears in payment of dues or assessments for a period of sixty (60) days after such become due, shall be notified by mail at his/her last-known address by the American Culinary Federation. In the event that there is non-payment of dues,the member shall be suspended from membership without further notice, and shall forfeit all rights, privileges, and benefits of the association. The local chapter will be notified in writing of such default. Any member in default may reinstate himself/herself under conditions that are established by the Board of Directors.
ARTICLE VIII FINANCE
SECTION I – CHECKS
All checks issued by the Association shall be signed by any two of the following four officers: President, Vice-President,Secretary or Treasurer.
SECTION II – DEPOSITS
All funds of the corporation not used by petty cash, or otherwise legally
employed, shall be deposited from time to time to the credit of the corporation in such banks, trust accounts, or bonds as the Board of Directors may select.
SECTION III – DISTRIBUTION
(a.) The general funds and surplus of the corporation, whether paid in or derived from activities, shall not be distributed in any way except for
charitable purpose during the life of the corporation.
(b.) The Association as incorporated shall not be dissolved while there are seven (7) active members remaining on its rolls. In the event that
dissolution is voted by the membership, or comes about through lack of
members, the funds of the Association shall be donated to one or more
worthy charitable activities in Maricopa County, Arizona.
ARTICLE IX DISCIPLINARY ACTION
SECTION I – DISCIPLINE
In the event it should come to the attention of the Board of Directors that any member of this Association has conducted themselves in a manner unbecoming a member or in a dishonest manner or in a way which tends to bring discredit upon the good name of the Association or the culinary arts, the Board of directors may summon such member before them. Any member found guilty after a fair and impartial hearing by a committee of five (5) members appointed by the Board of Directors may be suspended from membership in the Association. Suspension from membership shall be assessed by the members of the Board of Directors.
ARTICLE X COMMITTEES
SECTION I APPOINTMENTOF COMMITTEES
(a.) Committees of Directors
The Board of Directors, by resolution adopted by a majority of Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees to the extent provided in said resolution shall have and exercise the committee purpose, but the designation of such committees and the delegation of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law. The acts of such committees of Directors shall be subject to review and ratification by the Board of Directors as a committee of the whole.
(b.) Other Committees
The Board of Directors may create and appoint such other committees from the general membership of the Association as they deem necessary and shall be named by the President, subject to the approval of the Board of Directors. All such committees shall have only advisory or administrative functions and shall be subject to and report to the Board of Directors.
ARTICLE XI RECORD KEEPING
SECTION I – BOOKS AND RECORDS
The corporation shall keep correct and complete books, of record and account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered and principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
SECTION II – FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.
SECTION III – CORPORATE SEAL
The corporation shall have a common seal, and shall have inscribed thereupon the name of the Association and the date of its incorporation. Said seal shall be kept at the principal office of the corporation, together with the books and records.
ARTICLE XII – By-Laws Review
These governing by-laws shall be reviewed in March 2011 and every three years thereafter (using the revision dates found in the footnotes as guideline)
ARTICLE XIII. AMENDMENTS TO THESE BY-LAWS
KNOW ALL PEOPLE BY THESE PRESENT; That we, the undersigned, being all members of the American Culinary Federation, Chef’s Association of Arizona, Inc., dba; The Chef’s Association of Arizona, Inc., hereby assent to the foregoing By-Laws and adopt them as the By-Laws of said corporation.
IN WITNESS WHEREOF:
We have hereunto subscribed our name this 12th day of May 2008
KNOW ALL PEOPLE BY THESE PRESENT; that the undersigned Secretary of the Corporation known as The American Culinary Federation, Chef’s Association of Arizona, Inc., does hereby certify that the above and foregoing By-Laws were duly adopted by the members of said corporation, as the By-Laws of said corporation, on:
The 12th day of May, 2008 and that they do now constitute the By-Laws of said corporation.
ATTEST: \s\ ______________________________
Secretary