Are By-Laws Set in Stone? Are By-Laws Set in Stone? NONO

    NLC 2009

Presented by:SNA’s Resolutions & By Laws Committee

          

R & B LingoR & B Lingo • Resolution- Resolution- a formal expression of opinion, will, or intent a formal expression of opinion, will, or intent

voted by an official body or assembled groupvoted by an official body or assembled group

• Bylaw- Bylaw- a rule adopted by an organization chiefly for the a rule adopted by an organization chiefly for the government of its members and the regulation of its affairsgovernment of its members and the regulation of its affairs

• Executive Board- Executive Board- Policy making body of the association, Policy making body of the association, consists of officers and Executive Director(non-voting)consists of officers and Executive Director(non-voting)

• Executive Committee- Executive Committee- President, President Elect, Vice-President, President Elect, Vice-President, Secretary/Treasurer, 1 Regional Director, 1 President, Secretary/Treasurer, 1 Regional Director, 1 Committee Chair, 1 FS Employee/Mgr Rep, 1 State Agency RepCommittee Chair, 1 FS Employee/Mgr Rep, 1 State Agency Rep

• House of Delegates- House of Delegates- The deliberative body that identifies The deliberative body that identifies trends, issues and areas of concern for the Executive Boardtrends, issues and areas of concern for the Executive Board

R & B Lingo (cont’d)R & B Lingo (cont’d)

• Executive Director- Executive Director- Person who conducts the daily operations of the Person who conducts the daily operations of the associationassociation

• Governing Rules- Governing Rules- Articles of Incorporation, Bylaws, and Standing Rules and Articles of Incorporation, Bylaws, and Standing Rules and DefinitionsDefinitions

  • GovernanceGovernance- - The act or process of governingThe act or process of governing  • Standing RulesStanding Rules- - Rules of procedure that add further detail to the bylawsRules of procedure that add further detail to the bylaws  • Advisory Boards- Advisory Boards- Industry, Marketing, National Past PresidentsIndustry, Marketing, National Past Presidents  • Parliamentary Authority- Parliamentary Authority- Robert's Rules of OrderRobert's Rules of Order  • Sections -Sections -Employee/Managers, State Agency, District Directors and Employee/Managers, State Agency, District Directors and

Supervisors, Major Cities, Child CareSupervisors, Major Cities, Child Care

R & B Lingo (cont’d)R & B Lingo (cont’d)

• Chartered Affiliate- Chartered Affiliate- State School Food Service AssociationsState School Food Service Associations

  • Quorum- Quorum- Number of members necessary to be present to hold a Number of members necessary to be present to hold a

meeting, House = 1/3, Board = Majority, Executive Committee = Majoritymeeting, House = 1/3, Board = Majority, Executive Committee = Majority

  

• Standing Committees- Standing Committees- Nomination, Public Policy and Legislation, Nomination, Public Policy and Legislation, Nutrition, Education, Member Services,Resolutions and Bylaws, Nutrition, Education, Member Services,Resolutions and Bylaws, Research Research   

It’s Good to be the SameIt’s Good to be the Same

• Articles of IncorporationArticles of Incorporation• The Missouri School Food Service AssociationThe Missouri School Food Service Association

• A Non-Profit OrganizationA Non-Profit Organization

• We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators for the purpose of creating a non-profit We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators for the purpose of creating a non-profit corporation under the laws of the State of Missouri, contained in Chapter 55A of the General Statutes of Missouri, entitled, “Non-Profit corporation under the laws of the State of Missouri, contained in Chapter 55A of the General Statutes of Missouri, entitled, “Non-Profit Corporation Act,” section 501 (C) (3) of the Internal Revenue Code 1986, and the several amendments thereto, do hereby set forth:Corporation Act,” section 501 (C) (3) of the Internal Revenue Code 1986, and the several amendments thereto, do hereby set forth:

• Article I – NameArticle I – Name

• The Association shall be known as the Missouri School Food Service Association, an incorporated membership organization. It is an affiliate The Association shall be known as the Missouri School Food Service Association, an incorporated membership organization. It is an affiliate of the American School Food Service Association.of the American School Food Service Association.

• Article II – PurposeArticle II – Purpose

• The purpose of the Association shall be to:The purpose of the Association shall be to:• 1.1.                Promote the optimal health, nutrition and education of all children by supporting nutritionally-adequate and educationally sound, Promote the optimal health, nutrition and education of all children by supporting nutritionally-adequate and educationally sound,

financially accountable, non-profit child nutrition and school community nutrition programs.financially accountable, non-profit child nutrition and school community nutrition programs.• 2.2.                Promote high standards for child nutrition and school community nutrition programs with emphasis on nutritionally-adequate meals Promote high standards for child nutrition and school community nutrition programs with emphasis on nutritionally-adequate meals

that are appealing to children.that are appealing to children.• 3.3.                Promote united efforts among school personnel, allied organizations, industry and the public to assure every child an opportunity to Promote united efforts among school personnel, allied organizations, industry and the public to assure every child an opportunity to

receive the benefits of the child nutrition and nutrition education programs.receive the benefits of the child nutrition and nutrition education programs.• 4.4.                Promote high standards and provide appropriate educational program incentives and recognition for professional development of child Promote high standards and provide appropriate educational program incentives and recognition for professional development of child

nutrition personnel.nutrition personnel.• 5.5.                Promote research and development in child nutrition programs.Promote research and development in child nutrition programs.• 6.6.                Promote the establishment of a national nutrition policy and legislation which provides optimal nutrition and nutrition education for Promote the establishment of a national nutrition policy and legislation which provides optimal nutrition and nutrition education for

children.children.• 7.7.                Promote the involvement of students and the school community in child nutrition programs.Promote the involvement of students and the school community in child nutrition programs.• 8.8.                Promote membership and provide services to members.Promote membership and provide services to members.• 9.9.                Take any and all actions authorized to corporations organized not-for-profit under the laws of the State of Missouri and the Take any and all actions authorized to corporations organized not-for-profit under the laws of the State of Missouri and the

aforementioned section of the Internal Revenue Code to carry out the foregoing objects and purposes.aforementioned section of the Internal Revenue Code to carry out the foregoing objects and purposes.

Kansas Food ServiceKansas Food Service Association Association

By-Laws Proposed ChangesBy-Laws Proposed Changes ARTICLE I ARTICLE I

MembershipMembershipSection D. Dues.Section D. Dues.– 1.1. Dues for school Dues for school

foodservice and nutrition members foodservice and nutrition members and associate retired members shall and associate retired members shall be established by a two-thirds vote of be established by a two-thirds vote of the delegates voting in the House.the delegates voting in the House.

– 2.2. Dues for associate and Dues for associate and affiliate members, with the exception affiliate members, with the exception of associate retired members, shall of associate retired members, shall be established by the Board.be established by the Board.

– 3.3. The Board may approve The Board may approve a discount of member dues for the a discount of member dues for the purpose of promoting membership.purpose of promoting membership.

– 4.4. All rights and privileges All rights and privileges of membership shall be terminated of membership shall be terminated for nonpayment of dues.for nonpayment of dues.

– 5.5. Membership processing Membership processing fees will be added, as needed, to the fees will be added, as needed, to the application/renewal form.application/renewal form.

ARTICLE I MembershipARTICLE I Membership

Section D. Dues.Section D. Dues.

1.1. Dues for school foodservice and nutrition Dues for school foodservice and nutrition members and associate retired members members and associate retired members shall be established by a two-thirds vote of shall be established by a two-thirds vote of the delegates voting in the House the delegates voting in the House of of DelegatesDelegates..

2.2. Dues for associate and affiliate members, Dues for associate and affiliate members, with the exception of associate retired with the exception of associate retired members, shall be established by the members, shall be established by the Board.Board.

3.-5. Omit3.-5. Omit

Recent SNA ChangesRecent SNA Changes

• Addition of Child Care SectionAddition of Child Care Section• Past President’s Advisory BoardPast President’s Advisory Board• Name ChangeName Change• Filling Vacancies of Not Yet Filling Vacancies of Not Yet

Installed OfficesInstalled Offices• Addition of WebsiteAddition of Website• School District Owned School District Owned

MembershipsMemberships

Its OK to be DifferentIts OK to be Different

• Things Specific to Your StateThings Specific to Your State• Executive DirectorExecutive Director• House of DelegatesHouse of Delegates• Officers and Their DutiesOfficers and Their Duties• Length of Terms for OfficersLength of Terms for Officers• More Classes of MembershipMore Classes of Membership

The Birth of an ResolutionThe Birth of an Resolution

Method of ProposalMethod of Proposal

• Submitted to Chair of Submitted to Chair of Resolutions & Bylaws Resolutions & Bylaws Committee in writing by Committee in writing by May 1May 1

• Upon consent of majority Upon consent of majority of delegates a resolution of delegates a resolution can be submitted from can be submitted from the floor of the Housethe floor of the House

The Adoption of a The Adoption of a ResolutionResolution

• Proposed resolutions are Proposed resolutions are considered at ANCconsidered at ANC

• Copies are mailed to House Copies are mailed to House membersmembers

• Adopted by majority voteAdopted by majority vote• Resolutions in conflict with Bylaws Resolutions in conflict with Bylaws

shall not be presentedshall not be presented

Proposing a Proposing a Bylaw AmendmentBylaw Amendment

Method of Proposal for Bylaws and Standing RulesMethod of Proposal for Bylaws and Standing Rules• Official request of state affiliate by April 1Official request of state affiliate by April 1• Written petition signed by 100 members by April 1Written petition signed by 100 members by April 1• In writing by majority vote of the Board by the first day In writing by majority vote of the Board by the first day

of National Leadership Conferenceof National Leadership Conference• By official request of an Association committee or By official request of an Association committee or

advisory board by the first day of National Leadership advisory board by the first day of National Leadership ConferenceConference

Adopting a ChangeAdopting a Change

• A bylaw amendment A bylaw amendment that was properly that was properly submitted will be submitted will be adopted by a 2/3 adopted by a 2/3 vote at the annual vote at the annual meeting of the House meeting of the House of Delegatesof Delegates

• An amendment to An amendment to the standing rules the standing rules needs only a majority needs only a majority votevote

Proposed AmendmentsProposed Amendments

PROPOSED AMENDMENT #1: ASSOCIATION NAME CHANGEPROPOSED AMENDMENT #1: ASSOCIATION NAME CHANGE  SUBMITTED BY: NAME ASSESSMENT TASK FORCESUBMITTED BY: NAME ASSESSMENT TASK FORCE  REFERENCE: CURRENT ARTICLES OF INCORPORATION PAGE 1REFERENCE: CURRENT ARTICLES OF INCORPORATION PAGE 1    

CurrentCurrent ProposedProposed Articles of Incorporation Articles of IncorporationArticles of Incorporation Articles of Incorporation Article I Article IArticle I Article I Name NameName Name

The name of the corporation is The name of the corporation isThe name of the corporation is The name of the corporation is

   THE AMERICAN SCHOOL FOOD THE AMERICAN SCHOOL FOOD SCHOOL NUTRITIONSCHOOL NUTRITION SERVICE ASSOCIATION, INC. SERVICE ASSOCIATION, INC. ASSOCIATION, INC.ASSOCIATION, INC.

      

Include RationaleInclude RationaleRATIONALE:RATIONALE:ASFSA has historically reviewed its name in accordance with its Strategic Plan, Mission and Vision. The ASFSA has historically reviewed its name in accordance with its Strategic Plan, Mission and Vision. The

proposed new names more accurately reflects: who we are, what we’re about, how we want to be proposed new names more accurately reflects: who we are, what we’re about, how we want to be viewed by other publics and gives a more professional and contemporary image.viewed by other publics and gives a more professional and contemporary image.

As part of the 2003-2004 Plan of Action, the Executive Board appointed a Name Assessment Task Force, As part of the 2003-2004 Plan of Action, the Executive Board appointed a Name Assessment Task Force, which reviewed history of ASFSA’s name, reports from previous mega discussions, and developed criteria which reviewed history of ASFSA’s name, reports from previous mega discussions, and developed criteria for name assessment.for name assessment.

  Name assessment criteria asked the following questions:Name assessment criteria asked the following questions:            Did name speak to targeted audiences?Did name speak to targeted audiences?            Did name convey key messages?Did name convey key messages?            Did name reflect mission/vision?Did name reflect mission/vision?            Is name easy to say/use and remember?Is name easy to say/use and remember?  Task Force findings included:Task Force findings included:            ““American” can be stated or understood as with many other associationsAmerican” can be stated or understood as with many other associations            ““School” is the word that links us to education and to each otherSchool” is the word that links us to education and to each other            ““Food” and “Service” don’t separate us from other foodservice endeavors, nor do they reflect our goals Food” and “Service” don’t separate us from other foodservice endeavors, nor do they reflect our goals

or missionor mission            ““Association” defines us as a nonprofit membership-based organizationAssociation” defines us as a nonprofit membership-based organization  Task Force members were representative of all facets of ASFSA’s membershipTask Force members were representative of all facets of ASFSA’s membership. . States would States would notnot be required be required

to change their names, but logo does lend itself to the addition of state name under “School Nutrition to change their names, but logo does lend itself to the addition of state name under “School Nutrition Association.”Association.”