​Bylaws of the Oregon Section, 
INSTITUTE OF FOOD TECHNOLOGISTS
(Revised October 2016)

BYLAWS of the
Oregon SECTION,
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:

1. To promote interest in the field of food science and technology;
2. To encourage and provide the means for discussing and disseminating technical and other information relating to the production, processing, packaging, distribution, preparation, evaluation, and utilization of food;
3. To advance the profession of food science and technology by promoting the maintenance of high professional standards among its members; and
4. To provide cooperative relations with the faculties and students of educational Institutions in the SECTION area that give food science and technology related courses.
5. To support improvement of the food supply and its use through science, technology and education

 
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

1. Membership in the SECTION is limited to individuals in good standing of the INSTITUTE who are in compliance with the INSTITUTE’s rules and regulations and who have paid membership dues to the section.
2. Revocation or suspension of membership by the INSTITUTE shall automatically constitute revocation or suspension of membership in the SECTION.

 
Section 3.2 Membership Categories

1. Member – Any person who is a Premier Member, Networking & Engagement Member, International Joint Member, Student Member, or who holds Emeritus status in the INSTITUTE and is also a member of the SECTION.
   1. Premier Member: Any person who is active in the food industry and who evidences interest in supporting the objectives of the INSTITUTE shall be eligible to become a Premier Member.
   2. Networking & Engagement Member: Any person who is active in the food industry and who evidences interest in supporting the objectives of the INSTITUTE shall be eligible to become a Networking & Engagement Member and access limited privileges.
   3. International Joint:  From time to time, INSTITUTE may partner with other organizations to offer a joint membership for that organization’s members These International Joint Members will receive the benefits in conjunction with the Networking & Engagement Member category.
   4. Emeritus:  Any Premier or Networking & Engagement member who has retired from professional life in a remunerative capacity and has been a member of the institute for at least twenty (20) years shall be eligible for Emeritus membership.  Individuals with Emeritus status shall retain all rights and privileges previously held and their annual dues shall be determined by the Board of Directors.
   5. Student Member:  Any graduate student or person matriculated in an educational institution as a full-time student pursuing a degree (Associate or higher) in the field of food science and technology or in one or more of the sciences or branches of engineering concerned with advancing food science and technology shall be eligible for membership as a Student Member. All Student Members shall be members of the IFT Student Association.

  
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

1. The SECTION Executive Committee shall establish the dues structure for the next year at the same time it approves the annual budget.
2. SECTION dues are paid with the INSTITUTE membership fees.
3. Emeritus SECTION Members shall be exempt from paying SECTION dues.

 
Article IV – Board of Directors and Executive Committee 
Section 4.1 Composition
The SECTION Board of Directors shall be comprised of:
Officers

1. President, President-Elect, Immediate Past President, Treasurer (ex-officio, non-voting) and Secretary
2. Four Directors‑at‑Large elected by the membership

Two (2) Student Member representatives (non-voting)
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

1. The terms of the SECTION officers shall be one year beginning on September 1 following the election.
2. The terms of the Director(s)‑at‑Large of the SECTION Board of Directors shall be two (2) years, with the term of each member beginning on September 1 in alternate years.
3. The term of the President cycle will be three years: first year as President‑Elect, second year as President and third year as Immediate Past President.  Each year a new President-Elect must be elected.
4. The Secretary, Treasurer, and Directors‑at‑Large shall be limited to three (3) consecutive terms.
5. SECTION officers, Directors-at-Large, and committee chairs must be current IFT members in good standing during her/his entire term of office.

           
Section 4.3 Role and Responsibilities
The SECTION Board of Directors shall:

1. Develop a long-range plan for the SECTION and monitor progress
2. Oversee all committees and volunteer workgroups appointed by the SECTION Executive Committee to achieve the mission of the SECTION and the INSTITUTE
3. Establish policies and develop the activities necessary to meet the objectives of the SECTION and the INSTITUTE
4. Ensure the fiscal health of the SECTION
5. Develop and approve an annual budget based on its planned program of activities for the year
6. Communicate with SECTION members with respect to the SECTION and INSTITUTE
7. Establish mechanisms to consider the views of the membership on issues being discussed by the SECTION Executive Committee
8. Fill any vacancy among the officers or its own membership for the balance of the governance year, except for the office of President.

The SECTION Executive Committee shall:

1. Develop plans, proposals and new initiatives for subsequent action by SECTION Board of Directors
2. Propose candidates for Treasurer-designate
3. Appoint members of committees and policy-related volunteer workgroups.

 
Section 4.4 Meetings

1. Frequency

The SECTION Board of Directors may schedule meetings prior to each SECTION meeting, and must schedule a minimum of three (3) meetings annually. Additional meetings may be held upon call of the President, or by three (3) other members of the SECTION Board of Directors, with adequate notice.

1. Quorum

A quorum of the SECTION Board of Directors shall be not less than fifty percent (50%) plus one of the voting members, of which the President, President‑elect, or their designee, must be present.
3.Electronic Participation
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.

1. Notice of Meetings

Notice of SECTION Board of Directors meetings is provided at least ten (10) days before the meetings by postal or other delivery, facsimile, e-mail, or any other electronic means as permitted by law.

1. Action Without a Meeting

Directors may vote without a meeting on any matter where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means. An action taken by such a vote is memorialized by a written consent, which is signed by all Directors who voted in support of the action, and describes the action taken and authorized.
 
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

1. The Immediate Past President shall make every effort to prepare a slate of two (2) candidates for each office to be filled. In the case of an incumbent Secretary or Treasurer seeking re‑election, a second candidate need not be selected. The Immediate Past President shall determine the eligibility of each candidate and the willingness of the candidate to serve if elected.
2. Prior to the Annual Election, the Immediate Past President shall report the proposed slate of candidates to the INSTITUTE for verification of eligibility, and to the SECTION Board of Directors for approval prior to presenting the slate to the SECTION membership.
3. The Immediate Past President shall report its slate of candidates to the membership at a regular meeting of the SECTION prior to the Annual Election.
4. Additional candidates may be nominated by petition over the signatures of ten (10) SECTION Members, provided:
   1. The petitioners have determined the candidate's eligibility from the Secretary;
   2. The petitioners have determined the candidate's willingness to serve if elected and;
   3. The petition is received by the Secretary not later than three (3) days following the meeting at which the Immediate Past President gives its report.

           
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:

1. Reject the proposal and return it to its initiators
2. Return the proposal to its initiators for revision
3. Forward the proposal to a volunteer workgroup for review, recommendation and/or revision. Revised proposals shall be returned to the initiators and the SECTION Executive Committee.

 
Proposed amendments acceptable to all parties shall be voted on by the SECTION Board of Directors. The SECTION Board of Directors may:

1. Approve the proposal and amend the Bylaws
2. Reject the proposal and return it to its initiators

 
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.