Nebraska Association for Food Protection

 

 

 

 

 

 

CONSTITUTION

&

BY-LAWS

 

April 15, 2010
CONSTITUTION AND BY-LAWS

 

 

ARTICLE I          NAME:

The name of the Association shall be NEBRASKA ASSOCIATION FOR FOOD PROTECTION, which shall hereinafter be referred to as NAFP or the Association.

 

ARTICLE II         MISSION STATEMENT AND OBJECTIVES:

                              The Association shall have as its mission:

                              “To provide food safety professionals with a forum to exchange information on protecting the food supply.”

                              The Association shall have for its objectives:

1.        To assist in improving the professional status of those involved with food safety, sanitation, and quality.

2.        To provide educational opportunities in these areas through meetings and publications.

3.        To collect and distribute to its members and interested parties, information pertaining to sanitation and food safety.

4.        To encourage improvements in food safety practices.

5.        To provide a forum to discuss current concerns in food protection and other topics of mutual interest.

6.        To communicate with various regulatory agencies on issues of sanitation and food protection.

7.        To cooperate with other professional groups in development and advancement of public health, food safety practices and general and environmental sanitation.

                                 The Association shall be a non-profit educational association.

 

ARTICLE III           AFFILIATION:

1.        The Association shall be affiliated with the INTERNATIONAL ASSOCIATION FOR FOOD PROTECTION (IAFP). We now agree to abide by the rules and dictates of IAFF.

.

ARTICLE IV           MEMBERSHIP:

1.        Membership categories shall include professional, honorary, student, sustaining and retired.

 

 

ARTICLE V            FEES:

1.        There shall be an annual fee for each member and each sustaining member.  The amount to be determined by the Board of Directors.

2.        Annual fees shall be payable to the Association and collected by the Treasurer.

3.        Annual fees shall be due by the first day of January each year.

 

ARTICLE VI           MEETINGS:

1.        The Robert Rules of Order shall govern procedure at all meetings.

2.        Each year, an Annual Meeting will be held during any month of that calendar year.  The time and place shall be fixed by the Board of Directors, and announced to members at least two months in advance.

3.        In all meetings of the Association, business requiring official action by the membership may be transacted only when a majority affirmative vote of the voting members present exists.

4.        An action of the members shall be deemed approved or adopted with an affirmative vote of a majority of members present. To the extent that Nebraska law requires a greater than majority vote, Nebraska statutory requirement shall prevail.

5.        A member is deemed present if they are physically present or participating through electronic means including or not limited to video or teleconferencing.

6.        A voting member may cast a vote by means of a proxy. That proxy shall be in writing to the Secretary before the meeting or at the meeting before voting begins. The proxy shall be an original signature and dated. Proxy received after the start of voting shall not be counted.

 

ARTICLE VII          OFFICERS AND DIRECTORS:

1.        The Board of Directors shall consist of not less than eight (8) people and shall have the power to appoint the officers and web administrator. The Board of Directors shall be elected annually by membership.

2.        The officers of the Association shall consist of a President, Vice-President, Immediate Past President, Secretary, and Treasurer.

3.        A majority of the Board of Directors shall constitute a quorum at any duly called meeting of the Board.

4.        The Board of Directors shall meet at the call of the President or at the request of any three members of the Board.

5.        All members of the Board of Directors must be members in good standing.

 

ARTICLE VIII         AUDITOR:

The Auditor shall be appointed by NAFP Board of Directors prior to the scheduled Annual Meeting for the calendar year.  The NAFP books shall be examined and the Auditor shall present an Auditor’s statement at the annual meeting.

 

ARTICLE IX           NOMINATIONS AND ELECTIONS:

1.        There shall be a nominating committee, chaired by the Past President, which will submit to the Annual Meeting a slate of five eight (8) Directors.

2.        Nominations of Directors may also be made by the General Membership in writing at least 30 days prior to the Annual Meeting.  Nominations must be seconded.

3.        All Officers and Directors shall be elected annually and shall take office January 1 of the calendar year following the Annual Meeting.

4.        All terms of office shall be for one year commencing January 1st of the calendar year following the annual meeting.

4.1     Unless otherwise stipulated, all elected officers and directors may serve a maximum of 6 consecutive 1-year terms.

4.2     Board Members can exceed the 6 year term to a maximum of 2 directors at the discretion of the current Board.

4.3     The President automatically becomes the Immediate Past-President for one year following the completion of his/her term of office i.e. the Immediate Past-President is a non-elected position.

4.4     The Vice-President is president-elect and automatically assumes the position of President following the completion of the President’s term of office unless:

4.4.1      The membership votes by a 2/3 majority of those present at the annual meeting to reopen the nominations for this position.

4.4.2      He/she declines the position in writing at least 30 days prior to the annual meeting.

 

ARTICLE X            COMMITTEES:

1.        The President shall appoint such committees as deemed necessary.

 

ARTICLE XI           AWARDS:

1.        The Board of Directors shall solicit nominations from the membership. Members shall submit their nominations to the Board no later than one (1) month prior to the annual meeting. The Board of Directors shall make the final determination of the Award Recipients from the list of nominations.

2.        The NAFP Board of Directors Award of Merit may be presented to a professional, honorary, sustaining or retired member of the Association deemed to have contributed outstanding service to Assocation.

3.        NAFP Scholarships may be awarded to university or community college students majoring in Food Science/Technology or related fields.  The criteria for the awards shall be determined jointly by the Board of Directors and the institutions designated annually by the Board for consideration.  Generally, only students who have successfully completed at least one year of study and who have demonstrated leadership and proficiency in related disciplines will be eligible.   The final selections and the amount of the scholarship awards shall be determined by the Board of Directors.  Scholarship winners shall be invited by the President of the NAFP, to receive their award certificates at its Annual Meeting.  Award winners will also receive a one-year complimentary membership in the NAFP.  Scholarships need not be presented annually.

 

ARTICLE XII          AMENDMENTS:

The constitution may be amended at any regular business meeting of the Association, by a two-thirds vote of the members present, provided the Board has previously considered the merits of the amendment.  All proposed amendments must be submitted to the Board in writing and circulated to all amendments must be submitted to the Board in writing and circulated to all voting members at least 2 weeks prior to the meeting at which they will be voted on.

ARICLE XIII           GOVERNING LAW:

1.    This Constitution shall be governed by the laws of the state of Nebraska.

2.    Any provisions contained herein which inadvertently violate Nebraska law shall be deemed null and void and the provisions of the Nebraska law shall prevail in the cases of the offending terms.

BY-LAWS

 

SECTION 1            MEMBERSHIP CATEGORIES:

PROFESSIONAL MEMBER

HONORARY MEMBER

STUDENT MEMBER

RETIRED MEMBER

SUSTAINING MEMBER

All Members in good standing shall be entitled to vote.

 

1.1     A professional member shall be a person who is interested in the objectives of this Association and is engaged in food research, quality control, food inspection, public health services, education, supervision or practical application of sanitation in the food production chain from the farm to the consumer, administration or other aspects of food protection.

1.2     An honorary member shall be a person who, on account of his/her substantial contributions to the objectives of the Association, has been nominated and selected by the Board of Directors.

                           1.2.1      Honorary members shall not be required to pay dues, but are entitled to vote, and may attend the meetings of the Association and be accorded the privilege of the floor.

1.3     A student member shall be a person taking full, part-time or a correspondence course directed to a career in the food industry. Student members are entitled to vote. A student member shall become eligible for full membership on January 1 of the year following graduation.

                                          The student membership fee shall be determined by the Board of Directors.

1.4     A sustaining member shall be a commercial company, corporation, organization or other association, which contributes financially to the Association for furtherance of its objectives.

1.5     A member of the Association may join the International Association for Food Protection.

1.6     International membership fees shall be directly forwarded to the International Association for Food Protection Head Office, 6200 Aurora Ave., Suite 200W,
Des Moines, Iowa 50322-2864.

1.7     Retired members who are no longer receiving compensation for work relating to the objectives of the NAFP and who have been regular or sustaining members for at least 10 years are entitled to membership at one half the dues of regular members.  Retired members shall be entitled to vote and hold office.  They may serve on committees, as Affiliate delegates and as appointed representatives of NAFP. 

 

 

SECTION 2            DUTIES OF EXECUTIVE OFFICERS:

                                 2.1    The President shall preside at all meetings of the Association. He/she will be the executive officer and shall execute the will of the Association and shall have general oversight and charge of the Association between meetings. He/she shall be an ex-officio member of all committees, except the nominating committee.

                           2.1.1      The President shall be responsible for the general correspondence of the Association.

                           2.1.2      At the Annual Meeting, the President shall present the Sanitarian of the Year Award and receive the Past President’s gavel.

                  2.2    The Vice-President, in the absence of the President, shall preside at all meetings and perform the duties of the President. In the event the office of the President becomes vacant, the Vice-President will immediately succeed to the position of the President and shall assume all duties as outlined in Section 2.1.

            2.2.1      The Vice-President shall directly succeed the President when the latter’s term expires.

   2.3    The Secretary shall keep a true and correct record of all meetings of the Association. He/she shall have custody of all records and papers belonging to the Association, unless otherwise provided for.

                                          2.3.1         The Secretary shall keep a list of the members and their contact information.

                                          2.3.2         The Secretary is the custodian of the Association’s seal.

                                 2.4    The Treasurer shall collect all monies due to the Association, giving his/her receipt therefore.

                                          2.4.1         He/she shall record the amount of each payment with the name and address of the person so paying. He/she shall care for all monies entrusted to his/her keeping, paying out the same only with the approval of the President and maintain a record of all transactions.

                                          2.4.2         The Treasurer shall present a detailed financial report at the Annual Meeting of the Association and, at other times upon request of the Board of Directors.

                                          2.4.3         Disbursements shall be made by cheque under the signature of any two of the following:  President, Secretary/Treasurer or Vice-President.

                                          2.4.4         The Secretary/Treasurer shall purchase sundry items as may be required to transact the business of the Association.

                                 2.5    The Immediate Past-President shall be chairperson of the nominating committee.

                                 2.6    Following completion of their term of office as Immediate Past-President, all Past-Presidents shall be ex-officio members of the Board of Directors of the NAFP.  As ex-officio members they will be welcomed to attend board meetings, to express their opinions and offer their advice; however, they will not be entitled to an official vote.

                                 2.7    Every Director or Officer of the Association and his heirs, executors and administration, and estate and effects, respectively, shall, from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against: 

                                          2.7.1         All costs, charges and expenses whatsoever that such Director or Officer may sustain or incur in or about any action, suit or proceeding that is brought, commenced or prosecuted against him in or about the execution of the duties of his office; and

                                          2.7.2         All other costs, charges and expenses that he may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own, willful neglect or default.

                                 2.8    In this by-law and in all other by-laws of the Association hereafter passed unless the context otherwise requires words importing the singular number or the masculine gender shall include the plural or the feminine gender, as the case may be, the vice versa, and references to persons shall include firms and corporations.

 

SECTION 3            DUTIES OF THE BOARD OF DIRECTORS:

3.1    The Board of Directors shall conduct, through its officers, the authorized policies of the Association.

6.2     The Board of Directors shall authorize all expenditures and shall not create any indebtedness of the Association, nor disburse funds for purpose non-essential to the objectives of the Association.

6.3     The Board of Directors shall determine the date, time and place of the annual and other meetings and shall instruct the Secretary/Treasurer of appointed person to issue the call for such meetings.

6.4     The Board of Directors shall recommend names for the honorary membership. 

6.5     The Board of Directors shall hold regular meetings.  It shall receive committee reports and recommendations, and shall submit to the Association at the regular meetings, recommendations which it has approved, affecting the administration of policies of the Association.

6.6     Four members shall constitute a quorum at meetings of the Board of Directors.

6.7     Should a vacancy occur in any office other than the President, the Board of Directors shall appoint a member of the Association to fill the unexpired term.

6.8     A member of the Board of Directors acknowledging a conflict of interest shall so declare and abstain from voting.

6.9     The Board of Directors shall have the books and accounts audited annually for the fiscal year of January 1, to December 31.

 

- END -