Bylaws of The American Cheese Society, Inc.
Approved by the Membership on August 7, 2009
ARTICLE I: NAME, LOCATION AND DEFINITIONS
Section 1. Name
The name of the corporation shall be The American Cheese Society.
Section 2. Location
The administrative offices of the association shall be in such a place as the Board of Directors may designate from time to time.
Section 3. Definitions
Whenever used in these bylaws, the word “Association” shall mean The American Cheese Society.
ARTICLE II: MISSION STATEMENT AND PURPOSE
Section 1. The Mission and Purpose of the Association shall be:
1. To uphold the highest standards of quality in the making of cheese and related fermented milk products.
2. To uphold the traditions and preserve the history of American cheesemaking.
3. To be an educational resource for American cheesemakers and the public.
4. To encourage consumption through better education on the sensory pleasures of cheese and its healthful and nutritional values.
Section 2. Not For Profit
The corporation is organized under and shall operate as a Massachusetts not-for-profit Corporation, and shall have such powers as are now or as may hereafter be granted by the Massachusetts Not For Profit Corporation Act. The purposes of the corporation are to serve as a trade association within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, and as amended. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
ARTICLE III: MEMBERS
Section 1. Classes of Members
There shall be two levels of membership – Professional and Non-Professional and three primary classes of members: Producer [Professional], Trade Affiliate [Professional] and Associate[Non-Professional]. Individuals from any of the Producer, Trade Affiliate classes and Associate (Student and Enthusiast) classes of membership may serve on committees and otherwise perform duties in accordance with procedures established by the Board of Directors or these bylaws. Members from the Producer and Trade Affiliate categories may vote at membership meetings, chair committees and may be elected to the Board and shall hold office as provided in Article VII, Section 1. The Board of Directors, or its designee, shall have the absolute discretion to determine the proper membership classification for any member.
Section 2. Producer Member
The Producer membership is for cheesemakers only—individuals and companies involved in the production of cheese and dairy products. This member class is structured into three tiers: Individual, Small Business and Corporate (Article III, Section 5-7)
Section 3. Trade Affiliate Member
The Trade Affiliate membership is for individuals and companies involved in the distribution and marketing of cheese and/or cheese-related products—retailers, foodservice/restaurateurs, distributors, suppliers, writers/PR, educators, affineurs and technical members. This member class is structured in three tiers: Individual, Small Business and Corporate (Article III, Section 5-7)
Section 4. Associate Member (Student and Enthusiast)
The Associate membership is for the cheese enthusiast and those consumers or students who want to gain and/or increase their knowledge about the world of specialty cheese. The Associate membership is carried in the name of the individual and bears no voting rights, nor does it allow for the member to hold a seat on the Board of Directors.
Section 5. Individual Tier (professional level only)
The Individual Tier is available at the Producer and Trade Affiliate Class. Under this tier, the membership is carried in the name of an individual and bears full voting rights and eligibility for the individual to hold a seat on the Board of Directors.
Section 6. Small Business Tier (professional level only)
Small, entrepreneurial, cheese-related businesses shall be eligible to become a Small Business Member in the Professional levels of the Association. A Small Business Membership is a company rather than an individual membership and allows for up to three people, one vote and the eligibility for one seat on the Board of Directors.
Section 7. Corporate Tier (professional level only)
Large corporations, or companies that produce, manufacture, distribute or retail cheese or fermented milk products are eligible to become a Corporate Members of the Association. Corporate membership is a company rather than an individual membership and allows up to five people to be listed on the membership, one vote and the eligibility for not greater than one seat on the Board of Directors.
Section 8. Applications
Any person, firm, or corporation meeting the criteria for membership as defined by the Board of Directors may apply for membership by completing an application and forwarding it with the appropriate remittance to the Association’s administrative offices.
Section 9. Voting
Each membership category that allows for such shall be entitled to one vote in the election of Directors and in other matters of business as may be submitted to vote of the membership. Each Small Business and Corporate, if applicable, must designate in writing a representative who shall be empowered to cast its vote.
Section 10. Duration of Membership and Resignation
Membership shall terminate by voluntary withdrawal, non-payment of dues, or as otherwise provided in these bylaws. All rights, privileges, and interests of a member in or to the Association shall cease on the termination of membership.
Section 11. Suspension and Expulsion
Any membership may be suspended or terminated for cause or failure to maintain compliance with eligibility requirements, subject to a reasonable appeals process and by a two-thirds vote of the Board of Directors.
ARTICLE IV: DUES
Section 1. Dues
The amount of annual dues for all classes of membership and the terms of payment of such dues and fees shall be determined from time to time by the Board of Directors.
Section 2. Dues Year
The dues of the members of this association shall be on a per annum basis and shall be payable annually upon receipt of notice thereof.
ARTICLE V: MEETINGS OF THE MEMBERS
Section 1. Time and Place
There shall be an Annual Meeting of the Association at the Annual Conference or at such time and place as the Board of Directors shall determine for the transaction of such business as may properly come before the membership.
Section 2. Special Meetings
Except as otherwise provided by law, special meetings of the members may be called by the president of the Board of Directors, or shall be called by the president upon the written request of 25% of the membership.
Section 3. Notice of Meetings
Written notice stating the place, day and hour of any meeting and the business to be transacted shall be sent to each member entitled to vote at such meeting by notification to the last recorded address of each member at least 15 days prior to the date of the meeting.
Section 4. Quorum
One quarter of the voting members attending any annual or special meeting of the membership shall constitute a quorum.
Section 5. Action by the Members
Except as otherwise provided by law or by these bylaws, any action authorized by a majority of the total voting members present at a meeting at which a quorum is present shall be the act of the members.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Authority and Responsibility
The governing body of the Association shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Association and shall determine its policies or changes therein within the limits of the bylaws, provided, however, that the fundamental and basic purposes of the Association, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed. The Board of Directors shall actively prosecute its purposes, shall have discretion in the disbursement of its funds and shall not permit any part of the net earnings or capital of the Association to inure to the benefit of any private individual. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, delegate authority to committees or individual directors, or appoint such agents as it may consider necessary.
Section 2. Number
There shall be no less than eleven and no more than eighteen members of the Board of Directors, including the President, Vice-President, Secretary, Treasurer and Chairman of the Board.
Section 3. Election and Term of Office
The Board of Directors shall be elected from the Producer and Trade Affiliate categories. Directors shall be elected for a term of three years, or until their successors are duly elected and qualified, except in the case of their earlier death, resignation or removal from office. A Director may be elected to a second three-year term but may not be elected to a third consecutive three-year term. A Director may be re-elected to the Board after a lapse of one year following completion of two consecutive full three-year terms in office. An Ex Officio Director shall remain on the Board of Directors for a term of three years, including the year he or she serves as the Chairman. An Ex Officio member, at the end of the three year term shall be eligible for re-election to the Board of Directors, provided that the new term does not surpass three consecutive terms. No more than one representative of any firm, corporation, or organization as defined by the membership guidelines of these bylaws shall serve on the Board of Directors at any one time.
Section 4. Nomination and Election Procedures
The Board of Directors positions are filled through an annual election by the members conducted by ballot. If there is a vacancy, the ballot shall be provided to members approximately six to eight weeks prior to the annual meeting. A Board member may serve his or her second term, following a performance evaluation conducted with the Executive Committee. The slate of nominees for the ballot shall be determined by the Nominating Committee. There is no provision for floor nominations. Only ballots received at Headquarters prior to the annual meeting shall be counted. In the event of a tie, a majority vote of the President, Vice President, Secretary, Treasurer and Chairman of the Board will determine the winner through secret ballot.
Section 5. Absences
All members of the Board of Directors are expected to attend each scheduled Board meeting. Any Director unable to attend a meeting shall, in a letter addressed to the Executive Director, state his or her reasons for absence. If a Board member is absent from any two of the three annual meetings for reasons which the Board determines to be insufficient, his or her resignation shall be deemed to have been tendered and accepted.
Section 6. Vacancies
The Executive Committee shall recommend to the Board individuals to fill any vacancy, however occurring, on the Board of Directors. Such appointments shall be confirmed by a majority vote of all Directors then serving in office at any regular meeting of the Board, or at a special meeting of the Board called for that purpose. A Director appointed to fill a vacancy shall serve until the next annual election of Officers and Directors, at which time the Nominating Committee shall recommend candidates to be placed on the ballot to fill the unexpired term of the vacated seat.
Section 7. Resignation or Removal
Any Director may resign at any time by giving written notice to the President. Such resignations shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed by a majority vote of the voting members of the Board of Directors, with or without cause, whenever, in its judgment, the best interest of the Association would be served thereby.
Section 8. Compensation
Directors shall not receive any compensation for their services as a Director, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving compensation for such services, in accordance with the Association’s conflict of interest and other applicable policies.
ARTICLE VII: MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular Meetings
The Board of Directors shall hold three (3) meetings each year including one held in conjunction with the annual conference and at such other times as the President may deem desirable. The time and place of the meetings shall be determined by board resolution or, in the absence thereof, by the President of the Association.
Section 2. Special Meetings
Special meetings of the Board of Directors may be called by the President or Vice President, or shall be called by the Secretary at the request in writing of any six (6) voting Directors then serving in office.
Section 3. Action Without a Meeting
Action may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the voting Directors then serving in office. Actions taken must be reported at the next regularly scheduled meeting of the Board of Directors and included in the minutes of that meeting.
Section 4. Telephone Meetings
Members of the Board or of any committee may participate in a Board meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at such meeting.
Section 5. Notice of Meetings
Written notice of the time and place of the annual meeting of the Board of Directors, together with a written agenda stating all matters upon which action is proposed to be taken, shall be sent to each director, at least eight days, but no more than thirty days, prior to the date of such meeting. Notice of special meetings to discuss matters requiring prompt action shall be sent to each Director by mail, telephone, or other electronic communications systems, not less than forty-eight hours prior to the date of such meeting.
Section 6. Quorum
Unless provided for differently elsewhere in these bylaws, a majority of the entire Board of Directors then serving in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the Directors present may, without giving notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is obtained. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such a meeting.
Section 7. Voting
At any meeting of the Directors, every voting Director present in person shall be entitled to one vote and, except as otherwise provided by law or these bylaws, the act of a majority of the Directors present in person at any meeting at which a quorum is present shall be the act of the Board.
ARTICLE VIII. OFFICERS’ DUTIES AND RESPONSIBILITIES
Section 1. Officers
The Officers of the Association shall be a President, Vice President, Secretary and Treasurer. In addition to these, the Board of Directors may, by resolution, elect or appoint additional Officers or engage agents and administrative Officers and determine their terms of office and compensation, if any, as it may deem advisable.
Section 2. Election and Term of Office
The Executive Committee shall select nominees for Officers from among Directors currently serving on the Board who have a minimum of one year service on the Board. The nominees will be confirmed as the Officers by a majority vote of the Board of Directors at the annual meeting of the members. An Officer shall serve a one-year term and shall hold office until the next annual meeting of the members or until his or her successor shall have been elected, except in the case of death, resignation, or removal as provided for in these bylaws. Officers may be re-elected until his or her Board term expires.
Section 3. Resignation or Removal
Any Officer may resign by giving written notice of his or her resignation to the Board or the President of the Association. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed, with or without cause, at any time at any Board meeting at which a quorum is present by a vote of two-thirds of the voting members of the Board of Directors then serving in office.
Section 4. Vacancies
In the event of a vacancy occurring in the office of President, Vice President, Secretary or Treasurer the Executive Committee shall recommend to the Board of Directors a current Board member to fill the vacancy. Such appointments shall be confirmed by a majority vote of the remaining Board.
Section 5. President
The President shall be the principal elected Officer of the Association and shall have general supervision and control over the business and affairs of the Association, subject to the direction of the Board of Directors, and shall serve as an ex-officio member with the right to vote on all committees. The President shall call and preside at all meetings of the Association, the Board of Directors and the Executive Committee. The President shall represent the Association before the public and allied industries. The President may sign, with the Vice President or other proper Officers of the association, any instruments which the Board of Directors may authorize to be executed; and in general shall perform such other duties as are incident to the office of President or which may be assigned from time to time by the Board of Directors.
Section 6. Vice President
The Vice President shall generally assist the President and shall have such other powers and perform such other duties as may be assigned from time to time by the President or the Board of Directors. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall exercise the powers and perform the duties of the President.
Section 7. Secretary
The Secretary shall keep, or cause to be kept, the minutes of all Association meetings, and shall see that the minutes are distributed promptly to all members of the Board of Directors. He or she shall see that all notices are duly given in accordance with these bylaws and as required by law. He or she shall have charge of the books, records and papers of the Corporation relating to its organization as a corporation and shall see that all reports and other documents required by law are properly kept or filed. In general, he or she shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned by the President or by the Board of Directors.
Section 8. Treasurer
The Treasurer shall act under the supervision of the Board and shall oversee the charge and custody of, and be responsible for, all the funds of the Corporation and shall keep or cause to be kept, accurate and adequate records of the assets, liabilities, and transactions of the Corporation. In general, he or she shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned by the President or by the Board of Directors.
Section 9. Executive Director
The administration and management of the day-to-day operations of the Association shall be performed by a salaried staff head approved by, and directly responsible to, the Board of Directors, with the title of Executive Director. He or she shall be the executive and operating Officer of the Association, with responsibility for the management and direction of all operations, programs, activities and affairs of the Association functioning within the framework of policies and procedures generally determined by the Board of Directors. If directed, the Executive Director shall assume responsibility for the coordination of the Association’s budget, expenditures, funds and records, and shall perform such other duties as may assigned from time to time by the President or by the Board of Directors. The Executive Director shall be an ex officio, non-voting member of the Board of Directors.
Section 10. Bonding and Indemnification
Any person entrusted with the handling of funds or property of the Association, shall, at the discretion of the Board of Directors, furnish, at the expense of the Association, a fidelity bond approved by the Board, in such amount as the Board shall prescribe.
ARTICLE IX: COMMITTEES
Section 1. Establishment of Committees
Standing and ad hoc committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by the President or by a resolution adopted by a majority of the Directors. To achieve the objectives of the Association, the Board of Directors may at its discretion establish organizational units to serve the special interests of its membership. The Board may also appoint a Task Force and/or other honorary groups. The terms of appointment and expectations of service of any advisory or honorary group shall be determined by the Board of Directors.
Section 2. Membership
Unless otherwise provided by these bylaws, the President of the Board of Directors shall, with the approval of the Board of Directors, appoint the chair of each committee. Each chair will serve for a period of one year, beginning the last day of the Annual Conference with the option of reappointment by the succeeding President. Normally, the chair of each committee shall appoint the other committee members in consultation with the President and other appropriate Directors and/or staff. Each committee shall consist of at least three members. Unless otherwise provided for in these bylaws, any committee designated by the Board of Directors may include as full voting members of such committees, Directors or Officers of the Association. Each committee shall have power to the extent delegated to it by the Board of Directors. Each committee shall keep minutes of proceedings and report to the Board of Directors.
Section 3. Executive Committee
There shall be an Executive Committee, which shall consist of the President, Vice President, Secretary, Treasurer, and Chairman of the Board of the Association. The President shall serve as Chair, unless a different person is designated by resolution of the Board. The Executive Committee shall, during intervals between meetings of the Board, exercise all the powers of the Board in the management of the business and affairs of the Association, except as otherwise provided by law, these bylaws or by resolution of the Board. The presence of a majority of the members of the Executive Committee present at a meeting of the Committee at which a quorum is present shall be the act of the Committee. In the event of a tie vote on any issue requiring a vote by the Executive Committee shall be referred to the Board of Directors for resolution. The Committee shall keep records of its proceedings and transactions and minutes of the Executive Committee shall be distributed to all members of the Board of Directors. All actions by the Committee shall be reported to the Board at its next meeting and shall be subject to approval by the Board.
Section 4. Finance Committee
The Finance Committee shall consist of the President, Vice-President, Secretary, Treasurer, Executive Director and at least one other Board member appointed by the President. The Treasurer shall serve as Chair unless a different person is designated Chair by resolution of the Board. The Executive Director shall assist in the annual preparation of a budget detailing the projected revenues and expenditures for the Association for the coming fiscal year and submit it to the Finance Committee for review at its annual meeting. The Committee will review the projected budget and revise as necessary, and shall submit final budget recommendations to the Board of Directors at its first meeting of the new fiscal year.
Section 5. Nominating Committee
The Nominating Committee shall consist of three voting members appointed by the President and ratified by the Board of Directors at its first meeting following the Annual Conference. The Executive Director shall serve on the Committee as a non-voting member. Approximately four (4) months prior to each annual membership meeting, the Nominating Committee shall select two candidates for each vacant or potentially vacant elected position.
Section 6. Committee Meetings
Unless otherwise provided for in these bylaws, a majority of the members then serving on a Committee constitutes a quorum for the meeting of the Committee and the vote of a simple majority of those present at a meeting at which a quorum is present constitutes an action of the Committee. Each Committee shall determine and schedule the number of regular meetings it will hold each year.
Section 7. Resignation and Removal
Any Committee Chair may resign by giving written notice to the President of the Association. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any Committee Chair may be removed by a two-thirds vote of all Directors then serving in office.
Section 8. Vacancies
Vacancies in the Chairmanship of any Committee may be filled by appointment made in the same manner as provided in the case of original appointment.
ARTICLE X: MISCELLANEOUS
Section 1. Mail Vote
Voting by the membership on any matter, including amendments to the Bylaws may be conducted electronically, by fax, or by first class mail, at the discretion of the Board of Directors. The matter requiring the vote shall be submitted to the members in writing and shall be determined according to a majority of the votes received within four weeks after submission to the members.
Section 2. Fiscal Year
The fiscal year of the association shall be from January 1 to December 31, or may be fixed from time to time by the Board of Directors. An audit of the books and records shall be made annually by a Certified Public Accountant approved by the Board of Directors and a copy of the audit shall be available in the administrative office for inspection by any member.
Section 3. Conduct of Meetings
All meetings of the Association shall be conducted in accordance with procedures outlined in “Robert’s Rules of Order” unless otherwise determined by a majority vote of the voting members present at a meeting.
Section 4. Indemnification
The Association shall to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was a Director, Officer, employee or agent of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.
Section 5. Insurance
The Association shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by him or her in any such capacity, or arising out of his or her status as such, to the extent permitted by law.
ARTICLE XI: AMENDMENTS TO THE BYLAWS
Upon proposal by the Board of Directors, these Bylaws may be altered, amended or repealed in whole or in part (a) by a majority vote of the members of the Association who are entitled to vote and who are present and voting at any duly called meeting of the membership provided that copy or a summary of any amendments proposed for consideration shall be mailed electronically, by fax, or by first class mail at least 30 days before the date of such meeting; or (b) by approval of the members electronically, by fax, or by first class mail voted in accordance with the provisions of Article X, Section 1.
ARTICLE XII: LIMITATION OF LIABILITIES
Section 1. Limitation of Authority
Nothing herein shall constitute members of the Association as partners for any purpose. No member, Officer, Director, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other member, Officer, agent or employee of the Association. Nor shall any member, Officer, agent or employee be liable for his or her acts or failure to act under these Bylaws, with the exception of acts or omission to act arising out of his or her willful misfeasance.
Section 2. Legal Compliance
It has always been and is now the fixed and unalterable policy of the Association to comply at all times with all federal, state and local statutes, ordinances, rules and regulation pertaining to the Association, including but not limited to anti-trust laws. No member, Director or Officer of the Association shall do, omit to do, or have the power to do any action the effect of which constitutes a violation by the Association of any anti-trust law.