P i o n e e r V a l l e y C u l i n a r y A s s o c i a t e s , I N C .
Article I Name and Object Pioneer Valley Culinary Associates, Inc. (“PVCA”) is a not-for-profit corporation, organized as a non-partisan federation of chefs and other culinarians, dedicated to the promotion of excellence, education, professionalism and collegiality in the culinary profession. Non – Profit Tax Id # TBD. PVCA is a 501(c) non – profit corporation.
Article II Membership Section 1. Eligibility. PVCA membership shall be open to Culinarians and other individuals engaged in the culinary profession, allied employment, or be a person of the general non-food professional community that has a passion for theculinary arts andwho meets the requirements set forth in Section 2. Culinarians refers to professional chefs, cooks and bakers engaged in (a) food and beverage planning, preparation, service or supervision in commercial kitchens, hotels, clubs, restaurants, schools and other institutions; (b) culinary education; (c) culinary research, development or testing; or (d) other culinary employment.
Section 2. Categories of Membership. There shall be eight categories of ACF membership as follows:
(a)Junior Culinarian. A Junior Culinarian shall be a high school student between 16 and 18 years of age. Junior Culinarians shall have no vote.
(b) Student Culinarians. A Student Culinarian shall be a person that is involved in the culinary profession and have fewer than two years work experience at the time of joining. A Student Culinarian shall be a student enrolled in a post-secondary culinary education program, or a registered apprentice as defined by the ACFEF apprenticeship training program. A Student Culinarian shall have ¼ vote in any electoral proceedings of the ACF. Student Culinarian membership shall be subject to a lifetime limit of four years and is not available to a person who has previously been a Culinarian or Professional Culinarian.
(c) Culinarians. A Culinarian shall be individuals including line cooks, bakers, pastry cooks or other culinarian not involved in the management or supervision of the respective property with a minimum of 6 months full time employment. A Culinarian shall be pursuing on-the-job training and experience necessary to advance to the membership level of Professional Culinarian. A Culinarian shall have one-half (1/2) vote in the election of national officers and at-large directors of ACF. A Culinarian membership shall be subject to a lifetime limit of five years.
(d) Professional Culinarians. A Professional Culinarian shall be a person with at least three years full-time employment in the culinary profession. A Professional Culinarian shall have one vote in the election of national officers and at-large directors.
(e) Senior Professional Culinarians. A Senior Member shall be a person at least 65 years of age, retired from employment and who shall have been an ACF Professional Culinarian member for a minimum of ten (10) consecutive years at the time of retirement. Regardless of age, a member with at least seven (7) years tenure in any category who is permanently and totally disabled from culinary employment shall be eligible for Life Senior Professional Culinarian membership. Senior Professional Culinarians shall retain the rights and privileges of the membership category from which they retired, including the right (if any) to vote for national officers and at-large directors. Senior Culinarians cannot hold elected national office. This membership category shall include all Retired Disabled and Life Senior Chef Members.
(f) Associate Member. An Associate Member shall be a representative of a group, company or corporation providing products or services to the culinary profession. Associate Members shall have no voting rights and cannot hold elected national office.
(g) Allied Member. An Allied Member shall be a person employed in a field related to the culinary profession (such as dietetics, home economist, food stylist, etc.) who does not qualify at any level of professional membership of the ACF. Additionally, any person who wishes to support and promote the ACF and culinary profession may become an Allied Member. Allied Members shall have no voting rights and cannot hold elected national office.
(h) Culinary Enthusiast Member. A Culinary Enthusiast Member shall be a person of the general non-food professional community that has a passion for the culinary arts. A Culinary Enthusiast Member shall have no voting privileges. A Culinary Enthusiast Member cannot hold elected national office.
Section 3. Chapter Membership. All local chapter memberships must fall into one of the membership categories listed in Section 2 of this Article II. No other membership categories shall be recognized by the ACF. ACF members must maintain their chapter membership in order for their national membership to remain in good standing. However, this requirement shall not apply to National Honorary, National Life and International Members, and shall not be construed to prevent members from transferring chapters.
Section 4. National ACF Membership. All applications for ACF membership must be forwarded to the ACF national office for processing. Processing will be based exclusively upon conformance by the applicant with the established ACF membership criteria and procedures. In the event the ACF rejects an application, it shall also be deemed rejected for the purpose of chapter and national membership and the rejected applicant shall not be considered a member of the ACF local chapter or national for any purpose.
Section 5.Property Member. Property Members shall include all specific categories of Junior Culinarian, Student Culinarian, Culinarian or Professional Culinarian. A Property Membership shall allow a property to maintain a consistent culinary membership presence reflective upon employment within the Culinary / Food & Beverage department of said property.
The individual member shall remain a Property Member as long as he or she is employed by that property. If the individual member’s employment ends before the property anniversary date, they shall have the option of becoming an individual member within their respective category by paying a full year’s dues.
Property members who are not a member of a local chapter are not eligible to vote in regional or national elections or hold regional or national office.
Individual Members shall be encouraged to join the local chapter of their choice. A Property Member shall not be authorized to form its own chapter.
If an individual property member is also a member of a local chapter, such individual member shall have regional and national voting rights.
Section 6. Voting Rights . As outlined in Article II Section2, voting members may vote in the election of PVCA Officers and all other business requiring the vote of members. The Chapter President shall refrain from voting except in the occasion of a tie break vote.
Section 7. Membership Obligations. As a condition of membership, all PVCA members shall be bound and abide by the ACF and PVCA Bylaws, policies and procedures, as amended from time to time, including without limitation, the Culinarians Code and the ACF rules governing Unethical Conduct, the procedure for joining the ACF, and termination and suspension of membership.
Article III The Board of Directors Section 1. Board of Governors. The membership of The Board of Directors shall be comprised of the following: President, Chairman of the Board, Vice President, Secretary and Treasurer. The Special Committee Char (s) shall serve as non – voting member (s).
Section 2. Powers and Duties. The Board of Directors shall be the representative body of the membership. The Board of Directors shall have the following powers and duties:
(a) The Board of Directors shall be vested with full voting rights as to any and all matters requiring action or approval of the membership, excluding only the election of national officers and at-large directors.
(b) The Board of Directors shall have the authority to amend the Bylaws as provided in these Bylaws.
(c) The Board of Directors shall approve the annual budget.
(d) The Board of Directors shall set local dues.
(f) The Board of Directors may adopt resolutions on matters of planning, procedure and policy for the consideration and guidance of the Board of Directors. However, such resolutions shall be advisory. The Board of Directors shall exercise its independent judgment and discretion in determining whether or not to follow such resolutions, consistent with the Board’s fiduciary obligations.
Section 3. Special Meetings. Special meetings of the Board of Directors shall be called by the President or a majority of the Board. The Secretary shall give the Board members notice of a special meeting not less than 14 days before the meeting. The notice shall include the time, place and agenda for the meeting.
Section 4. Quorum and Voting. The presence of 51% of the eligible voting members of the Board of Directors shall constitute a quorum for transaction of business. Any action taken shall be approved by a majority of the eligible voting members present at a duly called meeting.
Article IV The Chapter Officers Section 1. General. The officers of PVCA shall be the Chairman of the Board, President, Vice President, Secretary and Treasurer. Except for the Chairman of the Board, they shall be elected by the membership in accordance with these Bylaws. No compensation other than that listed in each job description will be allowed.
Section 2. Term of Office. The officers shall be elected by the majority vote of the PVCA membership. Each officer shall be elected to a full two year term with the option of running for one additional (second) term for the same office. The terms of office shall begin with installation at the January meeting following the election and continuing until a successor is duly elected and qualified. An officer appointed to fill a vacancy (by vote of the Board of Directors) shall serve until a successor is elected and installed in office.
Section 3. Qualifications. One must have been Professional Culinarian, Associate Member or Senior Professional Culinarian in PVCA for a period of not less than one year.
Section 4. Powers and Duties. In addition to the powers and duties conferred by the Bylaws, the officers shall have the customary powers and duties of their office, subject to such terms, conditions and limitations as may be imposed by the Bylaws or Board of Directors.
Section 5. President. The President shall preside at all meetings. By virtue of the office, is an ex-officio member of all committees, shall sign all orders and documents issued by the Secretary, and shall co-jointly sign all checks with the treasurer of the Chapter, and is empowered to adjourn all meetings in case if interruption. The President shall have the power to have anyone who is conducting themselves in a manner unbecoming a professional removed by the Sergeant-at-Arms. In the case of a tie, shall cast the deciding vote, except in the election of officers. In case of death, resignation, or inability to discharge the duties, the Vice-President shall fill the unexpired term until the time of regular election of officers. The President is encouraged to attend Regional and National Conventions of the ACF, whenever possible, to represent the Chapter. The expenses shall be covered by the Chapter as available in the Chapter approved budget. Travel expenses shall be limited to Conference Registration, Travel (including to and from hotel), Hotel, Meals Allowance for travel days, and preapproved miscellaneous costs.
Section 6. Vice President. The Vice President shall be elected from the active membership by eligible members every two years and in the absence of the President, the Vice President shall carry out the duties of the office. If the President is unable to complete his/her term for any reason, the Vice President shall immediately discharge the duties of President until a new President can be elected. The Vice President can expect the same travel expenses as listed for the President in the event that the President does not attend either Regional or National Convention.
Section 7. Secretary. The Secretary shall be elected from the active membership by eligible members every two years. The Secretary shall attend all meetings of the Chapter, to include general meetings and Board meetings, and shall be responsible for recording all minutes. The Secretary shall retain all official paperwork pertaining to the Chapter ie. Insurance Binders, Letters of Incorporation, Membership Roster. The Secretary shall send out all ballots and official notices.
Section 8. Treasurer. The treasurer shall be the financial officer of the PVCA Chapter and shall submit oral and written reports at both the Board of Directors’ meetings and the general membership meetings. The treasurer shall insure all Chapter bills are correct and accurate and shall sign all chapter checks. The Treasurer shall secure a second signature from the President. The Treasurer shall maintain current financial information with the IRS and prepare an annual budget to propose to the Board of Directors.
Section 9. Chairman of the Board. The outgoing President shall serve as Chairman of the Board for a term to be concurrent with the newly elected President. The Chairman of the Board shall perform the duties of any chapter officer, except President, in case of a vacancy until the vacancy can be filled in accordance with the Bylaws. He/She shall also serve as an advisor to the President.
Section 10. Sergeant-At-Arms. The Sergeant-at-Arms shall be responsible for keeping order at all times at any gathering of the Chapter, shall be the custodian of the American Flag and Chapter Banner, and shall be responsible for it display at all meetings and functions and its care. The Sergeant-at-Arms shall be in charge of keeping current attendance records and shall reserve locations and demonstrations for all general meetings.
Article V Meetings Section 1. Regular Meetings. Regular meetings of the chapter will be held the first Monday of each month unless otherwise announced at the previous month’s meeting. It will be preceded by the Board of Directors meeting.
Section 2. Location. Members shall be notified of time and place of all meetings via newsletter or announcement at previous months meeting.
Article VI Removal of Officers Section 1. Dismissal from office. Should at any time an officer be found derelict in their duties, or should be absent for three meetings without furnishing a valid excuse, their office may be declared vacant.
Article VII Dissolution of Chapter Section 1.Dissolution of Chapter. In the event the ACF-PCNH are no longer able to function and meet its stated purpose, the Board of Directors shall dissolve the chapter and donate any monies as they see fit to culinary education institutions.
Article VIII Nomination and Elections
Section 2. Nominations. The election of officers shall be as follows: September Meeting Designate Election Chair (non-board member). Begin Nominations. November Meeting Nominations closed, December Meeting Vote by closed ballot and/or absentee ballot postmarked 7 days prior. Ballots tallied by election chair and designee. January Meeting Installation of New Officers (effective at end of meeting).
Article IX Committees Section 1. Committees. The Board of Directors may appoint such committees as are deemed necessary and may delegate to such committees the power necessary to accomplish their purposes. The chairperson of each committee shall report directly to the Board of Directors.
Section 2. General Rules. The Board of Directors shall establish rules and procedures for all committees.
Article X Order of Business Section 1. Chapter Meetings. Chapter meetings shall proceed in the following manner:
1.Call meeting to order
2. Pledge of Allegiance
3. Culinarian’s Code
4. Minutes of previous meeting
5. Report of the Treasurer
6. Committee Reports
7. Old Business
8. New Business( to include demo and/or education forum)
9. Adjourn Article XI Conflicts of Interest All national officers, Board of Director members, Board of Governors members, Committee members or others acting in any capacity for the ACF shall disclose to the Chair of the Ethics Committee and the Board of Directors any situation which may be construed as a conflict of interest in accordance with policies and procedures adopted by the Board of Directors.
Article XII Amendments
Any PVCA member with professional culinarian privileges may propose an amendment to the Bylaws. The change must follow the policies and procedures established by the Bylaws and Resolutions Committee. The proposed amendment, to be adopted, requires an affirmative two-thirds (2/3) of votes cast during The Board of Directors meeting.
Article XIII Parliamentary Authority Robert’s Rules of Order, Newly Revised Tenth Edition shall govern all meetings and proceedings of ACF, except to the extent inconsistent with these Bylaws.
Article XI Section 1. All By-laws, rules, procedures and requirements which have been previously adopted are hereby to be not in effect, and from this day forward, these By-laws, together with the Charter of this Chapter, shall be in effect.
