31/10/2013
Bylaws
New York State
Association of Nutrition and Food Service Professionals
Effective date: 1984
Revision date: September 28, 2013
ARTICLE I – NAME
This Association shall be known as New York State Dietary Managers Association doing business as the New York State Association of Nutrition and Food Service Professionals (ANFP), also known as NY – ANFP.
ARTICLE II – PURPOSE
The purpose of this association shall be as set forth in the articles of Incorporation and Bylaws of ANFP and to encourage and assist the development of the profession and to advance the skills of managing and/or directing food service operations.
ARTICLE III – MEMBERSHIP
Section I: MEMBERS OF THIS ASSOCIATION: State association members are those members of ANFP in good standing having mailing addresses within the state of New York. Those ANFP members with mailing addresses other than New York State may still be active participants in the New York State association, if they choose to be.
Section II: RIGHTS OF THE MEMBERSHIP: A member is entitled to such rights and privileges, and subject to all obligations set forth classification of ANFP membership as may be determined by ANFP in accordance with the bylaws and policies.
ARTICLE IV – FINANCES
Section I: DUES: members shall pay annual dues to (National) ANFP. Members residing in the state of New York will automatically be members of the state ANFP association.
Section II: REBATES: National ANFP shall pay a rebate to the New York State ANFP association in an amount determined by the Board of Directors of ANFP of the member’s mailing address at the time dues are paid. This is in lieu of State Association dues and will serve as a financial resource for the association.
Section III: Any new District will receive a onetime amount of $200.00 startup fee to conduct District
ANFP business.
Section IV: Each active District will receive a stipend of $100.00 twice a year (budget allowing). To be used for conducting District ANFP business or for sending District representative to the Spring or Fall meeting, Up to the District to choose their own representative).
ARTICLE V – BOARD OF DIRECTORS
Section I: ORGANIZATION: Subject to provisions in the bylaws of New York State ANFP, its policies and regulations and its volunteer manual for state and district volunteer leaders, the business of the state association shall be managed by its BOARD OF DIRECTORS, each will be a voting member of ANFP. Members of the BOARD OF DIRECTORS SHALL RECEIVE NO SALARIES FOR THEIR SERVICES.
Section II: TERM OF OFFICE: All members of the STATE BOARD of DIRECTORS shall hold office from immediately following the Annual State Fall Meeting, after their election, until the end of the Annual State Fall Meeting following their elected term and their successors have been duly elected and qualified. Each Officer shall serve a two year term.
Section III: DUTIES OF THE STATE BOARD OF DIRECTORS: This organization shall have supervision, control, and direction of the affairs of the New York State ANFP. The Board shall determine its policies or change therein within the limits of the bylaws, it shall actively prosecute its purposes, shall have discretion in the disbursement of its funds, and shall correlate the program of work with that of National ANFP. It may adopt such policies and procedures, for the conduct of its business, as deemed necessary/advisable it can in ex*****on of powers grant, appoint such agents as it may consider necessary
Section IV: STATE BOARD OF DIRECTORS ORGANIZATION: The New York State Board shall consist of but is not limited to, the elected President, President elect, Secretary, Treasurer, Immediate Past- President, and the President of each affiliated District. The State Board shall reflect the membership and interests of the State ANFP association; be recommended by the nominating Committee and elected by the Board; and, be entitled to vote on matters that come before the Board irrespective of Membership category.
Section V: STATE EXECUTIVE COMMITTEE ORGANIZATION: The following officers shall constitute the State EXECUTIVE COMMITTEE within the STATE BOARD OF DIRECTORS, President, President Elect, Secretary, Treasurer, and immediate Past-President. The State Executive Committee shall have powers of the State Board of Directors, to the extent permitted by law, between meetings of the State Board of Directors.
Section VI: TERM OF OFFICE FOR OFFICERS: The President and President-elect shall hold office for a term of two years. The President-elect, at the end of the term, shall automatically assume the office of President. The Secretary and Treasurer shall hold office for a term of (two years and be eligible for re-election to this office for one more term).
Section VII: DUTIES OF THE PRESIDENT: The President shall be the principle elective officer of the organization, Shall preside at meetings of the New York State ANFP association, the NYS Board of Directors and NYS State Executive Committee meetings. The President shall be a member ex-officio, with the right to vote at all committees except the Nominating Committee. The President shall also, at the State Business meeting of the Association and at such other times as the President shall deem necessary, communicate to the membership and to the State Board of Directors, such matters or suggestions to promote the welfare and increase the
usefulness of the Association, and shall perform duties that are necessary to the office of President or as prescribed by the State Board of Directors.
Section VIII: DUTIES OF THE PRESIDENT- ELECT: The President-elect shall serve in the absence of the President, in the event of the temporary disability/absence from meetings. The President-elect shall have other duties as the President or State Board of Directors may assign. The President-elect shall have appointed all non-elected committee members to serve during the President-elects term, as President, and provide written instructions to all committee members by the official State Business meeting. The President-elect may serve as chair of a committee.
Section IX: DUTIES OF THE SECRETARY: The secretary shall give notice of all and attend all meetings of the New York State Board of Directors and of the New York State ANFP. The secretary shall keep a record of all proceedings, attest to all documents, prepare all ballots and perform such other duties as may be assigned by the President.
Section X: DUTIES OF THE TREASURER: The treasurer shall keep an account of all monies received and expended for the use of the New York State ANFP, shall make disbursements authorized by the finance Committee and approved by the State Board of Directors. All monies received shall be deposited in a bank approved by the Board of Directors. The treasurer shall make a full report at the state business meeting or when requested by the President. Funds may be drawn by the Treasurer, State President. The President can, in emergencies, authorize the President-elect to sign in the absence of the President. The treasurer shall prepare the books for audit at the close of each fiscal year. The funds, books, and vouchers shall at all times, be subject to verification and inspection by the New York State Board of Directors and National ANFP. The treasurer is responsible for completing the required IRS tax filings annually to keep tax-exempt status.
Section XI: DUTIES OF THE IMMEDIATE PAST PRESIDENT: The immediate Past-President shall give advice on all matters pertaining to operation of the New York State ANFP, and shall have such other duties as assigned by the President i.e. Program Chair Person or Spokes Person for the New York State.
Section XII: ABSENCE FROM STATE BOARD OF DIRECTORS MEETINGS: Any member of the State Board of directors unable to attend a meeting should inform the president or secretary, in writing or by telephone, if they would not be able to attend the meeting. If a Board member is absent from two consecutive meetings for reasons which the Board has failed to declare to be sufficient, the member’s resignation shall be deemed to have been tendered and accepted.
ARTICLE VI – ELECTIONS
Section I: DUTIES OF THE STATE NOMINATING COMMITTEE: The committee shall be responsible to formulate the ballot for each annual election of officers in accordance with the policies adopted by the New York State Board of Directors.
Section II: ORGANIZATION: The Nominating Committee shall consist of 3 active members of the New York State ANFP, who shall be appointed by the President. One of the members shall be designated as committee chairperson. The President shall act as counsel to the Nominating Committee but shall not have a vote.
Section III: NUMBER OF CANDIDATES: The Nominating Committee shall designate at least two active member candidates for each office of President-Elect, Secretary, and Treasurer. If two active members are not available, the Nominating Committee shall allow for one active member candidate and a write-in candidate.
Section IV: BALLOT PROCEEDURE: The Nominating Committee must submit a ballot to the Secretary 6 weeks prior to the business meeting. The Secretary shall prepare mail and/or electronic ballots for all eligible members. The president shall appoint a Tellers Committee of two or more members to count the ballots. Accompanying the ballots (to members) shall be instructions on voting information, procedures, and when ballots should be returned to Chair and tellers committee to be valid and counted in the election. The chair to the Tellers committee submits a written ballot count to the president. The president first informs the candidates of the results, not to include the count, then notifies the membership and provides a report to the Secretary and Tellers Committee to file.
Section V: VOTE: The election of State Officers shall be conducted by either mail and/or electronic ballots, which shall be sent to all members eligible to vote not less than 30 days prior to counting the ballots or by secret ballot at the State business meeting. If the election is held at the State business meeting, absentee ballots must be made available to those members not attending the meeting.
Section VI: RIGHT TO VOTE IN STATE ELECTIONS: All active members shall be entitled to cast one vote for each of the officers to be elected.
Section VII: VACANCIES: Any vacancy on the State of Directors, or in any office other than office of the President, by reason of death, resignation, or otherwise, may be filled by majority vote of the remaining members of the New York State Board of Directors. In the event of a vacancy in the office of President, the president-Elect shall assume office for the remainder of the unexpired term, and shall continue as President for two years thereafter.
ARTICLE VII – MEETINGS
Section I: MEMBERSHIP MEETINGS: There shall be a minimum of one annual membership meeting to transact the business of the New York State ANFP, and continuing education to the State membership. Special meetings may be called by the Executive Committee or the State Board of Directors. All members shall be notified by written or electronic notice of the business meeting. The notice will inform the member of the date, time, place, program content and registration fee as fixed by the New York State Board of Directors. The secretary shall send notice to each member of the association not less than (15) fifteen days prior to the meeting date.
Section II: STATE BOARD OF DIRECTORS: a minimum of two (2) meetings shall be held each year by the Board of Directors. Other meetings may be held at such time and place and in person, telephone conference, or video conference as shall be determined by the President or Board of Directors upon the call of at least three (3) members of the Board.
ARTICLE VIII – QUORUM
The quorum for membership meetings of the New York State ANFP shall be a majority of the members who have registered and are attending the meeting at its commencement, irrespective of whether some may have departed.
ARTICLE IX – COMMITTEES
Section I: COMMITTEES: The President, subject to the approval of the State Board of Directors, shall from time to time designate committees as may be deemed to effectuate the objectives of the New York State ANFP. New York State – ANFP shall have the following Standing Committees: Newsletter, Education, Impact Team/Government Advocacy, Membership, Program Chair.
Section II: COMMITTEE ORGANIZATION: Committee membership shall be determined by the President-elect for his/her term of office as president, or by the President for committees designated during his/her term of office. The appointer shall instruct each committee as to the function of that committee and within these guidelines each committee shall make its own rules and operating procedure.
Section III: AD-HOC/TASK FORCE: The President from time to time may designate such AD-HOC committee or Task Forces as may be needed to further the objectives of the New York State ANFP.
Section IV: AD-HOC/TASK FORCES COMMITTEE ORGANIZATION: President and/or President- Elect shall determine the membership of each Ad-Hoc committee. The President and/or President-Elect shall instruct each committee as to its function and within these guidelines each committee shall make its own rules and operating procedures as permitted within these bylaws and outlined in the policies and procedures of the New York State ANFP.
ARTICLE X – AFFILIATED DISTRICT ASSOCIATIONS
Section I: MEMBERSHIP REQUIREMENTS: Members of the New York State ANFP shall be a member of the National ANFP before they shall be a member of the State ANFP and /or District ANFP.
Section II: AFFILIATION REQUIREMENTS: Any district association of ten (10) or more ANFP members within New York State may be affiliated upon approval of the New York State ANFP Board of Directors.
ARTICLE XI – PROCEDURE:
Section I: RULES OF ORDER: Robert’s Rules of Order, Newly Revised, shall be the authority for conduct of meetings of the members and of the New York State ANFP Board of Directors, when not in conflict with these bylaws.
Section II: POLICIES: ANFP may impose upon New York State ANFP policies and procedures for the conduct of business by the State ANFP which in the opinion of ANFP Board of Directors are necessary for the well- being and success of ANFP and its membership. It shall be the responsibility of the New York State ANFP to comply with the policies and procedures set forth by the ANFP or to oversee its members conduct and compliance with the applicable ANFP policies, procedures, and bylaws.
Section III: The New York State ANFP may not speak on behalf of the ANFP unless specifically authorized to do so in writing by the ANFP. Any attempt of the New York State ANFP to represent the ANFP or to act on behalf of the ANFP without prior written approval from the ANFP shall be cause for automatic revocation of the New York State ANFP affiliation.
Section IV: At the request of the ANFP, the New York State ANFP shall provide to ANFP copies of its minutes, organizational papers, and financial data and shall make all such filings as required by law or ANFP.
ARTICLE XII – TERMINATION
ANFP may terminate and withdraw the New York State ANFP affiliation upon the occurrence of any of the following:
Failure of the NYS – ANFP to comply with ANFP’s Bylaws, the Association Affiliate Agreement, and/or promulgated policies and procedures.
Upon an affirmative vote by two thirds (2/3) of the ANFP Board of Directors.
Upon termination, Affiliate shall cease using the ANFP name, trademark, trade name and logo, and all other rights and privileges associated with being affiliated with ANFP and shall return any and all funds and property belonging to ANFP. Chapter’s financial obligations to ANFP incurred before termination shall remain an obligation of the chapter until or otherwise resolved (paid).
ARTICLE XIII – FISCAL YEAR
The fiscal year of the New York State ANFP will be the same as that of National ANFP, beginning June 1ST of each year and ending on May 31ST of the following year. The NY State Fiscal Year shall begin on the last day of the annual Fall Chapter meeting, and End on the first day of the Fall meeting the next year.
ARTICLE XIV – MAIL/ELECTRONIC VOTE
Voting on any matter, including elections, may be conducted by mail or electronic media as permitted by law.
ARTICLE XV – DISSOLUTION
Section I: ASSOCIATION: By two-thirds (2/3) action of the Executive Committee, the New York State ANFP can be dissolved. In the event of such dissolution, the Executive Committee, after paying or making provision for the payment of all liabilities of the new York State ANFP, shall dispose of all its assets to National ANFP as an organization under Section 501 (c)(6) of the Internal Revenue Code of 1985 (or corresponding provision of any United States Internal Revenue Law as determined by the Executive Committee).
Section II: PROHIBITED ACTIVITIES: No part of the net earnings of the new York State ANFP shall ensure to the benefit of or be distributable to its members, officers, directors, or other private persons, except that the New York State ANFP shall be authorized and empowered to make payments in furtherance of the purposes set forth in these bylaws. The New York State ANFP shall at no time take part in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of those bylaws, the New York State ANFP shall engage in no activities which would preclude it from continuing to qualify as an exempt organization under section (c) (6) of the Internal Revenue Code.
ARTICLE XVI – AMENDMENTS
Any Proposed amendments to these bylaws shall be presented to the membership for a vote by majority action of the New York State ANFP Board of Directors. These bylaws may be amended by the affirmative vote of the majority of the members voting. In addition these bylaws shall be deemed amended by any approved amendments to the New York State Affiliate Agreement and/or New York State Bylaws upon adoption by National ANFP Board of Directors. The amendment will become effective as directed by National ANFP Board of Directors. New York State ANFP shall file, as directed by National ANFP, a copy of its Bylaws upon request by ANFP. By-Laws and Policy and Procedure Manual shall be amended/Revised annually by October 1ST of each year.
ARTICLE XVVI – EFFECTIVE DATE
These bylaws, upon approval by the NYS – ANFP Board members then general membership of New York State ANFP, shall supersede any and all pre-existing bylaws; thereby becoming effective in all parts, as of September 28, 2013.
New York State Association of Nutrition and Foodservice Professionals were affiliated with the National ANFP (formerly known as DMA) on: May 27, 1969
