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Bylaws

CONSTITUTION AND BYLAWS OF THE ­­­­­­­­­­­­­­­­­­­NORTHERN CALIFORNIA FOOD INDUSTRY SALES ASSOCIATION

ARTICLE I

Name and Purpose

This organization shall be known as the Northern California Food Industry Sales Association (FISA). This organization is formed from combining the San Francisco Sales Managers Club (SMC) and the Northern California Food Brokers Association (NFBA) for the purpose of creating a single food industry sales management association.  We strive to develop strong working relationships among ourselves and with the Grocery Trade through interaction and various events.   Our goal is to be viewed as a value-added organization by Northern California retailer management teams. We are a non-profit organization whose proceeds are primarily designed to further the education of Food Industry companies as approved by the Board of Directors. These scholarships will be based on leadership skills, community and school activities, scholastic achievement and potential for a future in the Food Industry.  Scholarships will be awarded to both the Sales companies that join the organization as well as Retailers & Wholesalers within the Northern California Food Industry. Upon approval of the Board, other Food Industry initiatives may be approved for sponsorships: i.e., Food Banks, special Retailer and/or Wholesaler programs, etc.

ARTICLE II

Corporation 

This corporation is a nonprofit MUTUAL BENEFIT CORPORATION organized under the Nonprofit Mutual Benefit Corporation law.

ARTICLE III

Membership

  1. Eligibility.  The membership will consist of sales managers employed by manufacturers of items sold in grocery and specialty retail outlets, and business managers and executives employed by sales and marketing agencies.
  2. Status.  Membership will be by individual, not company.  Each member will have one vote in all matters.
  3. Duration.  Membership in the Association will continue until one of the following occurs and then will terminate.  Upon termination, all rights of such member of the Association will cease.
    1. Ineligibility under section 1;
    2. Non-payment of dues or assessments for a period of 6 months;
    3. Resignation while in good standing;
    4. Expulsion by a vote of three-fourths of the members.
  4. Types of Members
    1. Active – members in good standing, active in their firm, meeting all eligibility requirements.
    2. Honorary – members who have changed responsibilities either in or outside the Food Industry, or retired. 
      1. Active Honorary – members who wish to remain active in the Association, pay dues, can vote on matters and can hold office;
      2. Inactive Honorary – a retired Past President or retired member no longer active in the food industry        ; no dues, no vote, may serve on committees.
      3. Any move to Honorary status from Active status, requires approval by a simple majority vote of the Board of Directors and membership.
    3. Junior – an individual with less than three years experience in the food industry, is employed by a company with a member and is new to the Association may become a member at his/her request or by invitation and approval by the Board of Directors. A Junior member can attend meetings, serve on committees but not as a Chair, and may not vote. Junior membership is limited to one year and is free.
  5. Number of Members and Status
    1. The membership of this Association shall not be limited to any number of firms.
    2. Not more than four (4) individuals from any firm, company or sales and marketing association with one operating division may be admitted to membership. Honorary and Junior members do not count toward this number.
    3. If a company moves from multiple operating divisions to one group, without separate and distinct identity and their total membership exceeds four (4); if in a merger of two firms, each having representation in the Association, where the total membership exceeds four (4), existing members may remain in the Association, even though the total exceeds four (4). But, as members leave the Association for any reason, their replacement is not eligible for membership until only four (4) members are from the one company.
    4. No more than two representatives from any one company may serve on the Board of Directors at one time.
    5. When members of this Association change business affiliation (i.e., out of the food industry or out of the area), they shall tender their resignation to the secretary within thirty (30) days. If a resignation is not received within sixty (60) days, the secretary will cause the membership to be terminated.   The Secretary shall present all resignations and terminations at the next regularly scheduled Board of Directors meeting for future action.  The Board of Directors shall authorize the reading of all letters of resignation or notice of termination to the membership at the next regularly scheduled business meeting.
    6. If a member in good standing were to lose his or her business affiliation (unemployed), through a merger, acquisition, downsizing, going out of business, or for any reason other than an illegal or unethical act, that member may decide not to tender a resignation. Instead, that member must still notify the Secretary in writing within 30 days of their separation from their previous employer.  Instead of resigning from the Association, they may request “transitional status”.  If allowed by vote of the Board of Directors, that member will be allowed to continue for a period of no longer than six (6) months as a regular member.   If the member re-establishes his or her business affiliation in Northern California, they may file a new application for membership.  All by-laws surrounding new membership qualifications will apply.  If, after six (6) months, said member has not successfully reapplied, termination becomes automatic.
    7. New Members must:
      1. Have attended at least two business meetings as a guest;
      2. Complete the application for membership;
      3. Be approved by the Membership committee and the Board of Directors, and be presented to the members at the next scheduled business meeting;
      4. Be approved by a majority of Association membership attending that meeting.
    8. Any Board member, Officer or Past President, who remains active in his firm regardless of his position or responsibilities, shall be included in the compliment of four (4) members per firm where applicable.
    9. Past Presidents, upon retirement from their business, shall be accorded Honorary status.

ARTICLE IV

Officers 

  1. Officers: There shall be four (4) officers of this Association, President, Vice President, Secretary and Treasurer.  The President must have served at least one term as Treasurer to qualify for this office.
  2. Terms of Office: The President, Vice-President, Treasurer, Secretary, and elected Committee Chairs will hold office for one year starting on January 1st of the year following their election or until the election of their respective successors.  Any officer can serve in multiple capacities up to two successive terms.  Any officer may be removed at any time by a majority vote of the members.
  3. Compensation: The officers of the Association will serve without compensation.
  4. Duties of the President: The President will be the chief executive officer of the Association and, when present, will preside over all meetings of the Association and the Board of Directors.  It will be the President’s duty to:
    1. Act as the Chairman of the Board of Directors.
    2. Call special meetings of the Association, the Committees and the Board of Directors.
    3. Appoint members to fill vacancies among the officers, directors and committee chairs until the next regular election.
    4. Be a member ex officio of all standing committees and can be part of all sub-committees.
    5. Oversee the Nominating Committee.
    6. Perform all other duties required of the President by law or imposed in the President’s job description.
    7. Designate a Sergeant-At-Arms. The Sergeant-At-Arms shall have the responsibility for proper decorum at all functions, announcing a quorum, and insure the presence of an American flag and the Association banner.
  5. Duties of the Vice President: The Vice President, in the absence of, inability or refusal to act of the President, is vested with all the powers and will perform all the duties of the President.  Additionally, this position will
    1. Oversee Trade Talk, along with the Secretary.
    2. Appoint and oversee Webmaster.
    3. Oversee and serve on the Program Committee.
    4. Serve on committees at the bidding of the President.
  6. Duties of the Treasurer: The Treasurer, in the absence of or inability of, refusal to act as the President and Vice President, is vested with all the powers and will perform all the duties of the President.  The Treasurer’ duties include but are not limited to:
    1. Perform all duties required by law or the Treasurer’s job description, including oversight of tax filings.
    2. Supervise all the funds of the Association, co-signing checks with the President, where necessary.
    3. Pay all accounts approved by the Association.
    4. Keep a full, complete, and accurate record of Association funds and deposit them in a depository selected by the Board of Directors.
    5. Make all monetary deposits from events or membership within two weeks of receipt.
    6. In the case of the Treasurer’s absence, inability or refusal to perform the duties of the Treasurer, then any person designated by the President may perform such duties.
    7. The President, Vice President or Treasurer is authorized to draw checks against the Association account for any purpose in accordance with the job description.
    8. Be a member of an Audit Committee, chaired by the previous Treasurer, to audit the current Association’s finances semi-annually.
    9. Oversee the Scholarship Committee.
    10. Present a full financial statement of the Association at the end of each fiscal year at the January business meeting.
    11. Present current financial statements at each Board of Directors meeting.
    12. At the expiration of the term of office, deliver to the incoming Treasurer all monies, papers, records, and other property of the Association in possession or under control of the Treasurer.
  7. Duties of the Secretary: The Secretary, in the absence of or inability of or refusal to act as the President, Vice President and Treasurer, the Secretary is vested with all the powers and will perform all the duties of the President.  The Secretary’s duties include but are not limited to:
    1. Give Notice of all meetings of the Association and the Board of Directors.
    2. Have charge of all the official books and records of the Association.
    3. Keep a membership roster containing the names and addresses of members to track membership status in connection with the Membership Committee.
    4. Be responsible for the official correspondence of the Association.
    5. Be in charge of Trade Talk, in conjunction with the Vice President.
    6. Oversee the Membership committee.
    7. In case of the Secretary’s absence, inability or refusal to perform any duties of the Secretary, then any person designated by the President may perform such duties.
    8. At the expiration of the term of office, deliver to the incoming Secretary all monies, papers, records, and other property of the Association in possession or under control of the Secretary.
  8. Additional Duties:
    1. In the absence of the President, the Vice President will assume the duties of the
    2. In the absence of the President and Vice President and Treasurer, the Secretary will assume the duties of the President.
    3. In the absence of the President, Vice President and Secretary, the Treasurer will assume the duties of the President.
  9. Expiration of Terms.  The officers, when their terms expire, shall deliver to their successors all records, monies and other Association property.

ARTICLE V

Board of Directors

The Board of Directors shall consist of the 4 Officers and 4 Committee Chairs and the Past President.  The Historian is a non-voting Board member.

  1. Members: The Board of Directors consists of the four (4) elected officers of the Association, the Past President and the four (4) elected Chairs of the Standing Committees (Nominating, Program, Membership and Scholarship).  There will be a total of nine (9) Board members.   Additionally, there is a non-voting Historian.  No company may have more than two members [excluding Historian] serving on the Board of Directors at the same time.
  2. Powers and Duties: The Board of Directors leads and oversees the direction and operation of the Association. The Board may not expend any sum in excess of $5,000.00 without advance approval of two-thirds of the members at a scheduled business meeting.
  3. Meetings: There will be a minimum of six (6) scheduled Board of Directors Meetings annually. The Board of Directors shall also meet at the call of the President, at the call of the membership by a majority vote, or any three members of the Board, at a time and place designated in the call and announced to each member of the Board.
  4. Terms of Office: The elected Directors will hold office for one year starting on January 1st of the year following their election or until the election of their respective successors.  Any Director can serve successive terms in the same or a different capacity.  Any Director may be removed at any time by a majority vote of the members.
  5. Historian: An Historian shall be elected as a non-voting member of the Board of Directors and act as non-voting member of the Nominating and Scholarship Committee, unless that person already serves on a committee in a voting capacity.   Responsibilities include maintaining the Association records, to guide the Board of Directors on Bylaws, eligibility of members or chairpersons and to assist the Nominating and Scholarship Committee on qualifications.
  6. Additional Duties:
    1. The Directors shall act as an Executive Committee on all matters not specifically outlined herein.
    2. The Board of Directors shall have the responsibility to recommend to the membership the termination of any member who does not contribute to the well being of the Association through repeated avoidable poor attendance or an obvious indifference toward Association functions. By three-fourths vote, the full membership may effect this termination.

ARTICLE VI

Committees

  1. Committee Chairs: The Nominating Committee will nominate the Committee Chairs along with the slate of officers each year for election by the membership.  These Committee Chairs will become part of the Board of Directors [Note:  minimum number of members to be selected by the Chair]:
    • Nominating [5] – seeks out and suggests Officers and Chairs for the following year. The current President oversees this committee.  The past president is automatically a member of this committee.
    • Scholarship [5] – establishes criteria, advertises availability, evaluates and ranks applications and awards scholarships. The Treasurer oversees this committee.
    • Program [5] – chairs, plans and executes the Board’s annual program line up. Each event has its own Chair.  The current VP oversees this committee.
    • Membership [4] – plans to attract and qualify new members; maintain roster; handle attendance duties at meetings and events. The current Secretary oversees this committee.
  2. Election: The Officers and Committee Chairs are elected by majority vote of the membership at the normal fall election Business Meeting.
  3. Additional Committees: The President shall appoint other such Committees as are necessary for the well being and functioning of the Association.  These additional Committee Chairs are not members of the Board of Directors, unless they already function as a Board of Directors Member in another capacity.
  4. Sub-Committees: Each committee Chair is empowered to appoint sub-committee chairs to function or run events supported by the committee and membership.   These Sub-Committee Chairs are not members of the Board, unless they already function as a Board Member in another capacity.
  5. Committee Meetings: All committees will meet upon the call of their respective chairperson, or the President.
  6. President Standing on Committees: The President will be an ex-officio member of each committee and can serve on or Chair sub-committees.

ARTICLE VII

Initiation and Dues

  1. Initiation Fee. An initiation fee for new members into the Association may be set by the membership at the recommendation of the Membership Committee.  Initiation fee plus one year’s dues must be paid upon membership acceptance.
  2. Dues. Annual dues hereafter are to be set by the Board of Directors and approved by the membership.  Dues are payable by January 31 of the current year to be eligible for publication in the Association Annual Roster.   The initial dues of NEW MEMBERS voted into the Association after June 30th of a calendar year shall be one-half of the annual rates.  Current dues:
    1. Individual – $225 annually
    2. Corporate – $525 annually, which includes 3 individual members
  3. Any member could be suspended if the Treasurer has not received that member’s dues no later than March 1st of each year. A suspended member may reapply for reinstatement in writing upon payment of dues and approval of the Board of Directors. He or she shall not attend meetings once notified of suspension by the Association.  A penalty could be assessed at the discretion of the Board of Directors.

ARTICLE VIII

Meetings 

  1. Business Meetings: There will be a minimum of four (4) Business meetings, one in each calendar quarter at a central location selected by the Board of Directors.  The Board can schedule additional meetings.  Business meetings are open to guests and prospective new members.  A guest in attendance not seeking membership could be excused during the business portion of our meeting.
  2. Special Events: All members are expected to attend at least two (2) mandatory special events annually, so designated by the Board of Directors.  Each member will be charged the fee to attend a mandatory event whether s/he can attend or not.  A member can designate an associate to attend in his/her place, but the member is responsible for payment of the mandatory event fee.
  3. Trade meetings with special guest speakers from the trade shall be held at least twice annually.
  4. Guest associates and invited trade are welcome at scheduled trade meetings and special events.
  5. It is the responsibility of the guest’s host member to inform his or her guest of all Association rules and regulations.
  6. Meetings will be conducted according to Roberts Rule of Order.

ARTICLE IX

Membership Protection 

  1. The membership of this Association may not be used to advance any particular business or to solicit business. Any member violating the intent of this Article shall be subject to expulsion from the organization by a three-quarters vote of the membership.
    1. The intent of this provision is to prevent the Association from being exploited or obligated to any outside activities or interests.
    2. A further intent of this provision is to avoid any collusion or illegal activities.
    3. Guests of members will not be permitted to bring additional guests without approval.
  2. Individual memberships in the Association are neither transferrable nor re-assignable.

ARTICLE X

General Provisions

  1. Quorum: A quorum shall consist of fifty percent (50%) of the membership plus one active member and must include the President or Vice President and Secretary or Treasurer.   Business transactions shall be considered invalid when there is not a quorum.  This quorum provision also holds for the Board of Directors when conducting its business, whereas there must be 50% of Board members plus one present and two Officers as indicated above.  It is the responsibility of the Sergeant-At-Arms to declare at the business meetings if a quorum is present.
  2. Voting: Voting by proxy will not be allowed at any meeting of the Association, Board of Directors or committees.  Voting by absentee ballot will be allowed if a member cannot attend a meeting in person and advance notice is given announcing a vote.  At the discretion of the Board of Directors, a ballot may be published a minimum of 10 days in advance of voting.  This does not require publishing absentee ballots for every vote.  Voting by email will be allowed.  The Board of Directors may enact this provision for its voting, at the Board’s discretion.

ARTICLE XI

Attendance

  1. ATTENDANCE IS THE LIFE OF THE ASSOCIATION. Following are meeting requirements for all members:
    1. Each member, individually, must attend a minimum of half (50%) of the regularly scheduled business meetings and special events during the calendar year.
    2. Members will be required to support mandatory events as determined by the Board of Directors at the direction of the Program Committee per Article VIII, Section 2.
    3. A member unable to attend a meeting or event may send one company associate to represent him/her. An Inactive Honorary Member may attend a Business Meeting in place of a member not able to attend.  In either case, the absentee member is responsible for any meeting or event fees.  The member will receive credit for meeting attendance.
  2. The Membership Committee’s Attendance Chair shall prepare an attendance report quarterly for distribution to the full membership, in conjunction with the Treasurer’s regular meeting attendance report.
  3. The Board of Directors shall notify any member not meeting the attendance requirements at the end of a calendar year. The affected member may be subject to expulsion under meeting attendance requirements.
  4. If extenuating circumstances exist (illness, temporary assignment elsewhere, etc.) that cause extended absence, the member must notify the Board of Directors explaining the reasons for extended absences. The Board of Directors may then elect to suspend the meeting requirement for that member.
  5. None of these attendance provisions are applicable to Inactive Honorary Members.

ARTICLE XII

Amendments

Any article may be amended or a new article added to the By-Laws in the following manner:
  1. The addition or change must be submitted in writing to the Board of Directors at a duly authorized Board of Directors Meeting. Or, the Board of Directors may propose an amendment to the membership.
  2. The Board of Directors shall set a date on which the amendment will be voted upon by the membership, at least 30 days from the date of the submission.
  3. The Board of Directors will then authorize a copy to be sent to all members in good standing, at least 14 days prior to the date on which the submission shall be voted.
  4. A two-thirds majority of the members present and absentee ballots submitted to a regular Business Meeting is necessary to pass a new amendment or article.