Bylaws of the Oregon Section,
INSTITUTE OF FOOD TECHNOLOGISTS
(Revised October 2016)
BYLAWS of the
INSTITUTE OF FOOD TECHNOLOGISTS
The Oregon Section of the Institute of Food Technologists, Inc. (the “INSTITUTE”), a nonprofit corporation duly formed under the provisions of the Oregon Revised Statutes of 2013 Chapter 65 as amended (the “Act”), hereby adopts the following Bylaws.
Article I ‑ Name, Headquarters and Territory
Section 1.1 Name
The name of this organization shall be the Oregon Section of the Institute of Food Technologists. In the event of any conflict between the Bylaws of this SECTION and the Constitution and Bylaws of the INSTITUTE, the latter shall prevail.
Section 1.2 Headquarters and Territory
The headquarters of the SECTION of the INSTITUTE shall be located at the Department of Food Science and Technology, 100 Wiegand Hall, at Oregon State University in Corvallis, Oregon 97331. The territory of the SECTION shall include the following postal zip codes first three (3) digits: 970-977, 986.
Article II – Purpose, Objective and Restrictions
Section 2.1 Purpose and Objectives
The SECTION is primarily a non-profit, scientific, educational group. The purpose and objectives of this SECTION shall be consistent with the INSTITUTE:
Section 2.2 Restrictions
1. All policies and activities of the SECTION shall be consistent with the Articles of Incorporation of the INSTITUTE and the SECTION, the SECTION Affiliation Agreement, these Bylaws, the bylaws of the INSTITUTE, applicable laws, or other requirements applicable to tax-exemption requirements imposed on the INSTITUTE, including the requirements that the SECTION not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
2. These SECTION bylaws may not conflict with the INSTITUTE Bylaws or any policies, procedures, rules or directives established or authorized by the INSTITUTE or with the Section Affiliation Agreement in place between INSTITUTE and SECTION; and
3. The terms of the Section Affiliation Agreement between the SECTION and INSTITUTE, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder and, in the event of a conflict between the terms of the SECTION Affiliation Agreement and the terms of these Bylaws, the SECTION shall be governed by and adhere to the terms of the SECTION Affiliation Agreement.
Article III ‑ Membership
Section 3.1 Eligibility
Section 3.2 Membership Categories
Section 3.3 Voting Rights and Election to Offices
Members and Professional Members shall be eligible to vote.
No individual may hold more than one elected position at a time.
Section 3.4 Dues
Article IV – Board of Directors and Executive Committee
Section 4.1 Composition
The SECTION Board of Directors shall be comprised of:
Committee Chairs may be invited to attend meetings of the SECTION Board of Directors but do not have voting privileges.
The SECTION Executive Committee shall be comprised of the President, President-Elect, Immediate Past President and Secretary. The Executive Committee may act in place of the SECTION Board of Directors when authority is designated by SECTION Board of Directors or in emergency matters where action is necessary.
Section 4.2 Terms of Office
Section 4.3 Role and Responsibilities
The SECTION Board of Directors shall:
Section 4.4 Meetings
Board Members may participate and act at any meeting through the use of a teleconference or other communications equipment. Such participation shall equate to attendance and presence in person at the meeting. Any action by the Board of Directors may be taken without a meeting if consent in writing, including by electronic means, is signed by all of the members of the Board of Directors entitled to vote.
Section 4.5 Resignation/Non‑performance
A director may resign at any time by providing written notice of resignation to the Secretary or, in the case of the resignation of the Secretary, to the President.
The SECTION Executive Committee may ask an officer, Director-at-Large, or committee Chair to resign if that person is not properly or adequately conducting the duties of the position for four (4) months or if they miss more than three (3) SECTION Board of Directors meetings in one year. A vote of the membership is required to follow through on a charge of non‑performance. The SECTION Executive Committee shall then fill any vacancies created by these actions. The individual may request the SECTION Executive Committee to appoint an ad hoc Appeals Committee to review the case and bring it before the general membership for consideration.
Article V ‑ Section Officers
Section 5.1 Officers
The officers of the SECTION shall be: President, President‑elect, Immediate Past President, Secretary, and Treasurer. The officers shall be responsible for administering and executing the activities of the SECTION within the framework of established policies.
Article VI ‑ Committees
SECTION’s Board of Directors may establish committees to carry on the affairs of SECTION. The creation of a committee shall be approved by a majority of the Directors voting where a quorum is present. The composition of each committee and manner of election of its members shall be determined by the SECTION Board of Directors, with a minimum of two members who serve at the pleasure of the SECTION Board of Directors. The rules in these Bylaws governing the Board of Directors also apply to committees of the Board of Directors. A committee may be given the authority of the Board of Directors.
Section 6.1 Audit Committee
The Audit Committee shall be comprised of three (3) members, not holding any SECTION office during the fiscal year covered by the records being audited. The Treasurer is an ex officio, non‑voting member. Within thirty (30) days of the end of the fiscal year the Audit Committee shall schedule a review to certify the correctness of the Annual Financial Report and the records of the Treasurer. Any errors, corrections, or deviations not correctable by action with the Treasurer shall immediately be brought to the attention of the SECTION Board of Directors for disposition and action.
Section 6.2 Quorum
A majority of the members of a committee shall constitute a quorum for the transaction of any business, and the acts of the majority of the committee members present, at which a quorum is present shall be the acts of such committee in each case, unless a greater proportion is required by applicable law or by these Bylaws.
Section 6.3 Vacancies and Removal
Vacancies in membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Any member of a committee, except the SECTION Board of Directors, may be removed at any time by the SECTION Board of Directors, with or without cause.
Article VII ‑ Nominations and Elections
Section 7.1 Nominations
Section 7.2 Annual Election
The Immediate Past President shall prepare and transmit the slate of candidates and ballot information to the INSTITUTE for distribution to each SECTION Member. The balloting deadline will follow the INSTITUTE’s Bylaws.
Section 7.3 Results
The officers elected shall be announced to the membership at the next meeting of the SECTION following the results of the election.
Section 7.4 Vacancies
Any vacancy on the SECTION Board of Directors shall be filled by appointment of the SECTION Executive Committee. A member of the SECTION Executive Committee or officer elected to fill a vacancy by the SECTION Executive Committee shall serve for the un-expired term of their predecessor, except for the President-elect. The President-elect must be elected to the position of President but may run unopposed.
Article VIII ‑ Meetings
Section 8.1 Section Meetings
The SECTION Board of Directors shall schedule regular meetings of the SECTION, preferably on a monthly basis where practical, but in no event less than three (3) times per year. It shall determine in advance the time and place for each meeting. It may call special meetings, as needed, upon written notice to the members at least ten (10) days prior to the meeting.
Section 8.2 Quorum
A quorum to conduct business shall be the larger of twenty five (25) SECTION Members or 10% percent of the SECTION Membership.
Article IX ‑ Dissolution
In the event of voluntary dissolution of this SECTION, or revocation of its charter by the IFT Board of Directors, and after the discharge of all its debts and obligations, any remaining funds and property of SECTION may be transferred to the 501(c) (3) of choice by the SECTION. Said conveyance shall be made within sixty (60) days after SECTION’s debts and obligations have been discharged. IFT Office of the President shall be notified in writing of said action, immediately upon its completion. In the event that the SECTION Board of Directors is unable to agree upon an eligible recipient organization(s) within the sixty (60) day period, the remaining funds and property of the SECTION shall be conveyed to the INSTITUTE Foundation for its general purposes. Any organization, including the INSTITUTE, to which the remaining funds and property of the SECTION are to be conveyed must be exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or under any successors to the Sections of the Code, as they may be in effect at the time of conveyance.
Article X – General Provisions
Section 10.1 Amendments
Proposed amendments to the Bylaws shall be submitted to the INSTITUTE in writing and may be initiated by the SECTION Board of Directors or any five (5) SECTION Members.
The INSTITUTE shall review all proposed amendments and respond to the initiating group within 45 days. The INSTITUTE may:
Proposed amendments acceptable to all parties shall be voted on by the SECTION Board of Directors. The SECTION Board of Directors may:
Section 10.2 Limitation of Liability
No individual member of SECTION, SECTION committee, or employee of SECTION, shall incur any indebtedness in the name of SECTION or make any commitments involving SECTION unless authorized to do so by action of SECTION Board of Directors.
Section 10.3 Administration
The governance year of the SECTION is the same as the INSTITUTE governance year. The governance year covers the terms of the officers and committees and the meeting programs.
Section 10.4 Dues Year
The period covered by the dues of all classes of members shall be one year. Members in arrears over sixty (60) days shall be dropped from the official rolls of the SECTION.
Section 10.5 Fiscal Year
The fiscal year of the SECTION is the same as the INSTITUTE fiscal year.
Section 10.6 Section Affiliation Agreement
SECTION, its Officers, Directors, and agents must conform with and maintain its Section Affiliation Agreement with IFT and all Section affiliation requirements imposed by the IFT.
Section 10.7 Use of Funds
SECTION shall use its funds on matters relating to SECTION and its activities. No part of its funds shall inure or be distributed to its members, with the exception of reasonable reimbursement for expenses related to services rendered in the name of SECTION or IFT official business.
Section 10.8 Conflict-of-Interest Policy
SECTION’s Board of Directors shall adopt a conflict-of-interest policy and annual disclosure process that applies to all Officers and Directors of SECTION.
Section 10.9 Parliamentary Rules
The most recent edition of Robert’s Rules of Order shall be the governing parliamentary rules of SECTION, but only to the extent that such Rules are not inconsistent with the Act, SECTION’s Articles of Incorporation, these Bylaws, or policies and procedures duly adopted by SECTION’s Board of Directors.
Section 10.10 Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or Bylaws of the IFT or any other applicable provision of applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XI ‑ SubsectionsWhenever travel distances to SECTION meetings or other considerations make it advisable, a Subsection may be established by a group of interested IFT members or the SECTION Board of Directors. Within sixty (60) days of establishment of a Subsection, the parent Section shall notify the IFT Executive Vice President of its name, territory, and officers.
SECTION shall allocate to the Subsection operating funds at least equal to the dues of the Subsection membership, less any costs that may be incurred by the parent Section.
SECTION may establish other rules and guidelines for the operation of the Subsection.