Bylaws

AKRON-CANTON COOKS AND CHEFS ASSOCIATION

Article I

Name and Object

The American Culinary Federation, Inc. is a not-for-profit corporation, organized as a nonpartisan federation of chefs and other culinarians, dedicated to the promotion of excellence, education, professionalism and collegiality in the culinary profession.

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 postsecondary culinary education program, or a registered apprentice as defined by the ACF apprenticeship training program. A Student Culinarian shall have no vote in any electoral proceedings of the ACF or the chapter. Student Culinarian membership shall be subject to a lifetime limit of four years.

(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 one-half (½) vote in the election of national officers and at large directors of ACF. A Culinarian shall have one-half (½) vote in chapter business. A Culinarian membership shall be subject to a lifetime limit of five years.

(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 national officers and at large directors. A Professional Culinarian shall have one vote in chapter business.

(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 national officers and at-large directors. Senior Culinarians cannot hold elected national 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 national 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 national office or 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 national office or chapter office.

(i) National Member. The National Membership Category may include all levels of membership as defined and stated in the ACF Bylaws. This category is designated for potential members that are located overseas and cannot take advantage of attending a chapter meeting / function. National Membership within the United States shall be designated “National Membership Status.” Chapter membership is encouraged over National membership whenever possible. A National Member shall have all voting privileges as reflective of his or her membership level and shall be eligible to vote only in the National election. An ACF National Member residing within the United States and its territories shall be eligible to run for national office.

Notwithstanding the provisions of Subsections (a) through (i) above, members who belong to the National Chapters shall not be eligible to serve as national officers or at-large directors, or to vote in regional elections. National Members shall not be eligible to serve as chapter officers.

Section 3. Chapter Membership. All local chapter memberships must fall into one of the membership categories listed in Section 2 of this Article II. No other membership categories shall be recognized by the ACF. ACF members must maintain their chapter membership in order for their national membership to remain in good standing. However, this requirement shall not apply to National Honorary, National Life and International Members, and shall not be construed to prevent members from transferring chapters.

Section 4. National ACF Membership. All applications for ACF membership must be forwarded by the local chapter to the ACF national office for approval. Approval will be based exclusively upon conformance by the applicant with the established ACF membership criteria and procedures. In the event the ACF rejects an application, it shall also be deemed rejected for the purpose of chapter and national membership and the rejected applicant shall not be considered a member of the ACF local chapter or national for any purpose.

Section 5. Property Member. Property Members shall include all specific categories of Junior Culinarian, Student Culinarian, Culinarian or Professional Culinarian. A Property Membership shall allow a property to maintain a consistent culinary membership presence reflective upon employment within the Culinary / Food & Beverage department of said property.

The individual member shall remain a Property Member as long as he or she is employed by that property. If the individual member’s employment ends before the property anniversary date, they shall have the option of becoming an individual member within their respective category by paying a full year’s dues.

Property members who are not a member of the local or national chapter are not eligible to vote in regional or national elections nor hold regional or national office.

Individual Members shall be encouraged to join the local chapter of their choice. A Property Member shall not be authorized to form its own chapter.

If an individual property member is also a member of a local chapter, such individual member shall have regional and national voting rights. If such individual member chooses to join the national chapter such individual member shall have national voting rights.

Section 6. Voting Rights. Voting members may vote only in the election of ACF national officers and at-large directors. All other business requiring the vote of members is vested in the Board of Governors. Voting members may vote in all other chapter business as determined by the Board of Directors.

Section 7. Membership Obligations. As a condition of membership, all ACF 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 8. Voting Rights and Other Membership Privileges and Benefits. Voting members may vote in the election of chapter officers and all other business requiring the vote of members as brought before the membership by the ACF Akron-Canton Executive Committee. ACF members shall be entitled to such other rights, privileges and benefits of national membership as may be conferred by the Bylaws or Board of Directors. Their eligibility to hold national office and serve on committees shall be governed by Articles IV-VI. They shall be entitled to such benefits of chapter membership as their chapter may provide.

Section 9. Membership Obligations. As a condition of membership, all ACF 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.

Article III

The Executive Committee

Section 1. Executive Committee. The membership of the Executive Committee shall be comprised of the following: the ACF Akron-Canton President, Secretary, Treasurer, Vice Presidents, Chairman of the Board (immediate past chapter president), Sergeant of Arms, and such non-voting members as provided in these Bylaws. The ACF Akron-Canton Standing and Special Committee Chairs shall serve as non-voting members.

Section 2. Powers and Duties. The Executive Committee shall be the representative body of the chapter membership. The Executive Committee shall have the following powers and duties:

(a) The Executive Committee shall have the authority to amend the Bylaws, as provided in Article XIV herein.

(b) The Executive Committee shall approve the annual budget.

(c) The approval of the Executive Committee shall be required of any amendment to the Bylaws adopted by the chapter membership that would:

(d) Reduce the power or authority of the Executive Committee.

(e) Change the composition of the Executive Committee.

(f) Abolish or dilute the voting power of the chapter membership in the election of ACF Akron-Canton officers.

(g) Abridge the right of the chapter membership to elect chapter officers.

(h) Change the method of selecting the members of the Executive Committee.

(i) Abolish the requirement that ACF Akron-Canton chapter membership must conform to the ACF bylaws.

(j) The Executive Committee shall break ties in the election of chapter officers.

(k) The Board shall recommend ACF Akron-Canton chapter dues to the membership.

Article IV

ACF Akron-Canton Chapter Officers

Section 1. General. The officers of the Akron-Canton chapter shall be the Chapter President, Secretary, Treasurer, First Vice-President, Second Vice-President, and Sergeant of Arms.

Section 2. Qualifications for Chapter Office. A member shall be an active or active retired member of ACF Akron-Canton Chapter for two or more years. A member shall have attended 15 of the last 30 official ACF Akron-Canton functions or meetings. A member shall have served on one standing committee.

Section 3. Term of Office. The chapter officers shall be elected by the majority vote of the chapter membership in odd-numbered years in accordance with the procedures set forth in Article VIII. Each officer shall serve a two-year term, beginning in the January following the election and continuing until a successor is duly elected and qualified. An officer appointed to fill a vacancy shall serve until a successor is elected and installed in office. No officer shall serve more than two consecutive terms in the same office.

Section 4. 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.

Section 5. President. The President shall be the Chief Executive Officer of the ACF Akron-Canton Chapter. Duties are:

(a) Shall preside at all Executive Committee and Membership Meetings.

(b) Shall appoint all standing committee chairs with the approval of the Executive Committee.

(c) Shall approve ad hoc committees as needed.

(d) Shall sign with the Treasurer all forms of payments for the chapter.

(e) Shall sign with the Secretary all contracts for the chapter.

(f) Shall appoint any eligibly member to fill any elected position that becomes vacant with the approval of the Executive Committee.

(g) Shall perform other duties as directed by the Board of Directors.

Section 6. Secretary. Shall be elected to a two year term and not serve more than two consecutive terms. The term shall begin at the membership meeting in January in even numbered years. Duties are:

(a) Shall be responsible for keeping the records of the ACF Akron-Canton chapter and the preparation of the minutes of all chapter meetings.

(b) Shall take the minutes of all Board, Executive Committee and Membership Meetings.

(c) Shall sign with the President all contracts for the chapter.

(d) Shall keep an updated roster of the membership and shall keep the attendance sheets from each meeting.

(e) Shall perform other duties as assigned by the President.

Section 7. Treasurer. The Treasurer shall oversee the financial affairs of the ACF. The Treasurer shall see to the timely preparation of annual financial reports and budgets for presentation at the National Convention and periodic financial reports for the Board of Directors. The Treasurer shall cooperate and coordinate with the Internal Audit Committee to assure that its audit functions are carried out in accordance with the Bylaws. The Treasurer shall have authority to jointly sign with the Board-designated ACF staff person all checks over $2500. The Treasurer shall also have such other powers and duties as may be assigned by the President or Board of Directors.

Section 8. Vice Presidents. The Vice Presidents shall preside at the meetings in the absence of the President and Immediate Past President and shall have such other powers and duties as are enumerated in these Bylaws or as may be assigned by the President or Board of Directors.

Section 9. Sergeant at Arms. The Sergeant at Arms shall be responsible for maintaining order at chapter meetings. The Sergeant at Arms shall also be responsible for maintaining Robert’s Rule of Order for chapter business and meetings.

Section 10. Immediate Past President. The outgoing ACF Chapter President shall serve as Immediate Past President for a term to be concurrent with the newly elected President. The Immediate Past President shall perform the duties of any 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 officers; preside at meetings in the absence of the President.

Section 11. Vacancies.

(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.

(b) If both the President and Immediate Past President are unable to complete their terms, then succession of the Presidency falls to the Secretary; if the Secretary is unwilling or unavailable to serve, then to the Treasurer.

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.

(c) Any vacancy that occurs in the office of Vice President shall be elected by the majority vote of members in good standing within 2 months after the office was vacated.

(d) The Immediate Past President shall perform the duties of any officer in case of a vacancy until the vacancy can be filled in accordance with the Bylaws. The successor to any other officer who fails to complete his/her term shall be nominated by the President and appointed by the Board of Directors to complete the balance of the term.

Article V

The Board of Directors

Section 1. Members. The Board of Directors shall consist of the Immediate Past President, President, Secretary, Treasurer, Vice-Presidents, and Sergeant at Arms. The President shall serve as Chair.

Section 2. Number. The Board of Directors shall consist of no fewer than six nor more than fifteen members. The number of directors to be determined from time to time by resolution of the entire Board of Directors or by action of the Board of Directors, provided that no decrease in the number of directors shall shorten the term of any incumbent director.

Section 3. Terms of Office. The members of the Board of Directors shall be elected by the eligible voters of the chapter membership. Each Board member shall be elected to a full two year term with the option of running for one additional (second) term for the same office. The terms of office shall begin with installation at the January meeting following the election and continuing until a successor is duly elected and qualified. A Board member appointed to fill a vacancy shall serve until a successor is elected and installed in office.

Section 4. Powers and Duties. The Board of Directors shall be the managing body of the chapter . The Board shall have ultimate authority over and responsibility for the business affairs, operations, assets and staff of the chapter, subject to the limitations in these Bylaws.

Section 5. Qualifications. The qualifications of the elected officers of the Board of Directors are set forth in Article IV. At-large directors (if appointed) are to be nominated by the ACF President. They are to be involved in the culinary profession in some way that will bring value to the Board of Directors.

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 six regular 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, if a quorum is present at such time. 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.

Section 10. Quorum. A quorum of the board of directors shall be a majority of those eligible to vote.

Article VI

Committees

Section 1. Standing Committees. The chapter shall maintain the following Standing Committee: Nominations & Elections

(a) Committee members shall serve a full two year term, with the option of serving for one additional full two-year term.

(b) Nominations & Election Committee shall have three members. The Chair shall be the Past President. The remaining members shall be elected by the Chapter President.

Section 2. Special Committees. The Board of Directors may, by resolution, establish special committees and the composition thereof, as it deems prudent and necessary, including but not limited to Bylaws & Resolutions and Culinary Competitions.

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

Article VII

ACF Akron-Canton Chapter and Regions

Section 1. ACF Akron-Canton Chapter. The ACF Akron-Canton Chapter must meet the following requirements in order to be chartered as a chapter of the ACF and remain in good standing:

(a) The chapter must maintain at least twelve Active Members, as defined in the Bylaws.

(b) It must be duly organized in the state of Ohio.

(c) Its individual membership categories and requirements must conform to the categories and requirements established by the ACF Bylaws. The chapter shall neither admit nor retain members who do not meet the requirements of the ACF Bylaws. On other matters, local chapter bylaws shall not conflict with the National ACF Bylaws.

(d) It shall be responsible for properly managing funds and for all tax reporting requirements.

(e) It must obtain and maintain a favorable IRS determination letter recognizing the organization as tax exempt under Section 501(c)(6) of the Internal Revenue Code.

(f) It shall enter into an affiliation agreement as approved by the Board of Directors.

(g) It shall have the approval of the presiding ACF Regional Vice President. That approval shall be based on considerations outlined in the ACF Bylaws Policies and Procedures.

Section 2. Chapter Elections. A chapter member’s right to hold office and to vote in chapter elections shall be governed by the chapter’s bylaws; however, only those members who have professional culinarian status shall be eligible to serve as chapter president.

Section 3. National and International Chapters. Members may join the National Chapter instead of the Akron-Chapter chapter. Members who reside outside of the United States may join the International Chapter.

Article VIII

Nomination and Elections

Section 1. The Nominations & Elections Committee. The Nominations & Elections Committee shall supervise the election of chapter officers in accordance with policies and procedures established by the Committee and approved by the Board of Directors.

Section 2. Nominations. Nominations for chapter office shall open during the September chapter meeting, in odd numbered years, and close during the October chapter meeting of that year. Any ACF member with Professional Culinarian may nominate qualified members for President, Secretary, Treasurer, Vice President(s), and Sergeant at Arms. The Nominations & Elections Committee shall accept the nominations and verify the qualifications of the nominees. After the close of nominations, the Chair shall submit a list of qualified nominees for publication in chapter newsletter and on the chapter web site, or in such other manner as the Committee, with the approval of the Board of Directors, deems appropriate.

Section 3. Elections. Subject to the provisions of Article V, Section 7 herein, the election of the chapter officers shall be conducted in November of odd-numbered years. The nominee for office who receives the most votes for that office shall be declared the winner. If there is a tie for first place, it shall be broken by secret vote of the Board of Directors at the next meeting. The newly elected officers shall be sworn into office by the Immediate Past President at the January meeting following the elections National Convention.

Article IX

Meetings

Section 1. Chapter meetings. The President shall call chapter meetings from September through May each year for the purpose of conducting chapter business.

Section 2. Quorum and Voting. The presence of 40% of the eligible voting members shall constitute a quorum for transaction of business. When any action is taken by vote of the Board of Directors, it shall, except as otherwise required by law be authorized by a majority of votes cast at such meeting.

The chapter may be dissolved by the affirmative vote of 75% of the votes cast of eligible voting members and in accordance with applicable law.

Article X

Administration

Section 1. Officers’ Expenses. The Chapter President shall be reimbursed for approved budgeted expenses incurred in attending the National Convention and the Northeast Region convention. In the event the Chapter Present cannot attend the National Convention or Northeast Region Convention, the president may appoint one member of the Board of Directors to represent the Akron-Canton chapter.

Section 2. Audit. The Board of Directors shall arrange for the chapter to be audited every five years by an independent certified public accountant. A copy of the report shall be mailed to the Board of Directors within 60 days after its completion.

Article XI

Conflicts of Interest

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

Article XII

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 voting members in accordance with procedures adopted by the Board of Directors.

Section 2. Termination of Chapter Membership. ACF members may be expelled of subject to other sanction for cause by two-thirds vote of the ACF Nationial Board of Governors in accordance with procedures adopted by the ACF National Board of Directors. If an ACF member is suspended or terminated his/her ACF chapter membership shall be deemed likewise suspended or terminated.

Article XIII

Amendments

Any ACF member with professional culinarian privileges may propose an amendment to the Bylaws in accordance with policies and procedures established by the Bylaws and Resolutions Committee and approved by the Board of Directors.The proposed amendment shall require an affirmative two-thirds (2/3) vote of the chapter members present and voting for adoption.

Article IX

Parliamentary Authority

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

ACF AKRON-CANTON BYLAWS 2011