Historic Foodways Society of the Delaware Valley 
BYLAWS
 
ARTICLE I     NAME
The name of this organization shall be the Historic Foodways Society of the Delaware Valley (“HFSDV”).
 
ARTICLE II    PURPOSE
The purpose of the organization shall be to unite those interested in exploring the rich, diverse culinary heritage of our region including southeastern New York, Pennsylvania, New Jersey, Delaware and Maryland. This goal will be accomplished by:
  1. Providing educational programs on food traditions, cultures and practices, both historical and contemporary, and related subjects.
  2. Offering networking opportunities to interested persons.
  3. Disseminating information regarding HFSDV-sponsored and other pertinent events, news and publications on foodways-related subjects.
 
ARTICLE III            MEMBERSSection 1.  The membership shall consist of individuals and institutions which support the purpose of the HFSDV, agree to abide by its bylaws, and pay annual dues. Membership is open to all and does not discriminate based on race, religion, sexual orientation, national origin, politics, disabilities or gender.
Section 2.   Each institutional member may designate up to four representatives to attend meetings at the member program registration rate for each representative.  A member institution is entitled to one vote at any business meeting and in the election of officers.
Section 3.   The dues structure shall be determined by the Executive Board. A change in dues requires an affirmative vote by two-thirds of the Executive Board members.
Section 4.   The membership year and fiscal year shall be from January 1 to December 31. 
Section 5.   Members shall pay annual dues by March 1. Dues cover membership for the calendar year in which they are paid.    New members joining after September 1 shall be considered as paid members for the following year.
 
 
ARTICLE   IV           EXECUTIVE BOARD  Section 1. The Executive Board shall consist of the President, Vice President, Program Secretary, Recording Secretary, Membership Secretary and Treasurer. 
Section 2. Between regular meetings of the membership, the Executive Board shall act on matters necessary for the management of the organization’s affairs in a manner consistent with the Bylaws. The Executive Board shall be responsible for the scheduling and content of all meetings, setting HFSDV priorities and establishing the annual budget. The Executive Board will report any actions taken (other than routine administrative actions) to the members no later than the next regular or annual meeting. 
Section 3.  Four or more members of the Executive Board shall constitute a quorum and may attend meetings in person, by phone or other electronic means.
Section 4. Should a vacancy occur in the course of a term of office, except that of the President, an appointment to fill that vacancy shall be made by a majority vote of the Executive Board. 
Section 5. Committee chairs and/or general members may attend Executive Board meetings with no voting power. 
 
ARTICLE V              OFFICERSSection 1. The officers shall consist of: the President, Vice President, Program Secretary, Recording Secretary, Membership Secretary and Treasurer. These officers perform the duties outlined below and serve as the Executive Board of the organization.
Section 2.        Responsibilities of Officers
A. President      
  1. The president shall preside at all regular, annual and special meetings, events, and Executive Board meetings and shall perform the duties usually incumbent upon the chief executive officer.  
  2. The president shall appoint members to committees and be an ex-officio member of all committees except the Nominating Committee.
  3. The President shall appoint committee chairpersons and members as needed, with the exception of the Nominating Committee chairperson.
B. Vice President   
1.   The Vice President shall assume the duties of the President when the President is     absent, resigns, or terminates membership.
2.   The Vice President shall perform any duties delegated by the President.
3.   The Vice-President shall serve as the Policy and Bylaws Chairperson.            
C. Program Secretary
1.   The Program Secretary shall have primary responsibility for arrangements
         regarding program meeting dates, programs and venues.
2.   The Program Secretary shall create program registration forms and submit them to the         Membership Secretary for distribution to all members.
3.   Program registration forms and fees shall be received by the Program Secretary.       All monies received shall be forwarded to the Treasurer. 
D. Recording Secretary
  1. The Secretary shall record the minutes of all Executive Board meetings, the annual meeting, and any meeting where official business is conducted.  
  2. The Secretary shall handle all correspondence or notices as authorized by the Executive Board and perform the duties usually incumbent upon a Secretary.
  1. Treasurer
    1. The Treasurer shall keep an accurate account of income and expenditures, receive all monies from programs and dues, pay all bills, give a financial report at all Executive Board meetings, give an annual report at the annual meeting, and perform any other duties usually incumbent upon a treasurer.  
    2. The treasurer shall prepare a yearly budget for the Executive Board. 
  2. Membership Secretary
    1. The Membership Secretary shall maintain the membership list, notify members of membership renewal requirements, and receive all dues. The membership secretary may either deposit the funds and forward the deposit receipt to the treasurer or forward the dues checks to the Treasurer for deposit. 
    2. The Membership Secretary serves as chair of the Nominating Committee.  
    3. The Membership Secretary will notify all members of HFSDV’s scheduled events.
Section 3.   All officers shall be elected by the general membership for a three-year term of office and shall serve without compensation (amended 12/1/2019).
 
 
ARTICLE VI             NOMINATION AND ELECTION OF OFFICERS Section 1.  Nomination Procedures & Ballot Preparation 
  1. The Nominating Committee shall solicit the names of all members of the HFSDV who are both willing and qualified to serve in the office to which they may be elected. 
  2. The solicitation of nominees may be done by email, personal phone calls or any other method that the Nominating Committee deems appropriate as long as all members have an opportunity to participate in the process.
  3. Any member may nominate himself or herself for any office except as prohibited in Subsections D and E below.
  4. No person shall run for more than one office on the same ballot.
  5.  Incumbent officers can be nominated for the office in which he/she is currently serving for not more than two consecutive terms (amended 12/1/2019).
  6. The Nominating Committee shall present the completed ballot to the Membership Secretary for distribution to the membership 45 days prior to the scheduled date of the annual meeting.
 
Section 2.  Voting  
  1. The Membership Secretary shall distribute the ballots to the membership within seven days of receipt from the Nominating Committee.
  2. Each ballot will provide the email address and the US Mail address of the Teller Committee as defined in Article IX, Section 2.
  3. Ballots may be distributed by email or US Mail; ballots distributed by email will contain the ballot in the body of the email and an attachment containing the ballot which can be printed and returned by US Mail.
  4. Members may vote in one of three ways:
    1. By email response to the Teller Committee as specified on the ballot, or
    2. By printing and mailing the ballot to Teller Committee with the member’s return address on the envelope to validate the ballot, or
    3. For a secret ballot, by printing the ballot, inserting it in an envelope and placing that sealed envelope into an envelope with the member’s return address which will be used to validate the enclosed ballot;  such internal ballot envelopes shall be separated from their mailing envelopes prior to opening and tallying the votes.
  5. The Teller Committee shall collect all ballots received at least seven days before the annual meeting and provide the results to the President who will announce the elected officers at that meeting; any votes received less than seven days prior to the meeting will be discarded.
    1. A simple majority of the votes received shall determine the winner; in the event of a tie, the candidate with the longest continuous membership shall prevail.
           
Section 3. Elections and Terms
A. The President, Vice-President, and Secretary, shall be elected in odd numbered years.
B. The Program Secretary, Membership Secretary, and Treasurer shall be elected in even       numbered years.
C.  Newly elected officers shall assume their office on January 1st of the year following their election.
 
ARTICLE VII           MEETINGSSection 1.  Program meetings, dates, venues, and programs/speakers shall be determined by the Program Secretary in consultation with and under the oversight of the Executive Board.
Section 2.  An annual business meeting of the general membership shall be held in conjunction with the last program meeting of the calendar year. The annual reports of the Executive Board officers and standing committees will be presented and any other items of business will be conducted.
Section 3.  Any ten members may request a special meeting to address a special issue; upon such a request, the Executive Board will schedule a meeting within 30 days.
 
 ARTICLE VIII         QUORUMTwelve (12) members present at any regular or annual business meeting shall constitute a quorum for the transaction of all business.  
 ARTICLE IX             COMMITTEES Section 1.  A Nominating Committee will consist of the Membership Secretary, who shall serve as chair, and two other members appointed by the President. 
Section 2.   A Teller Committee will be appointed by the President. This Committee shall receive and count the ballots for the annual officer election. Results of the vote shall be reported at the annual meeting.
Section 3.  An Auditing Committee will consist of two members, appointed by the President at the annual meeting in even numbered years, whose duty it shall be to audit the treasurer’s accounts at the close of that fiscal year. The Treasurer’s books shall be audited by an Auditing Committee at the transfer of the books or at least every two years.   The Auditing Committee shall submit its report to the President within 30 days of the audit. 
Section 4.  Such committees, standing or special, shall be appointed by the President or the Executive Board as necessary to carry on the work of the HFSDV. The President shall be ex officio a member of all committees except the Nominating Committee.
 
ARTICLE X              AMENDMENTS TO BYLAWS
Section 1.  These bylaws may be amended at any regular meeting of the organization by a two-thirds vote, provided the proposed amendment has been submitted in writing to the Executive Board, approved by the Executive Board, and distributed to the membership at least 10 days in advance of the meeting.
 
Section 2. In place of a vote at a regularly scheduled meeting, amendments to the bylaws may be submitted to the full membership for a vote by any means approved by the Executive Board; the proposed amendments to the bylaws will require a two-thirds affirmative vote of all those responding.
 
Section 3. Unless otherwise provided prior to its adoption or in the motion to adopt, an amendment shall take effect immediately upon its adoption.
 
ARTICLE XI             PARLIAMENTARY AUTHORITYThe current edition of Robert’s Rules of Order, Newly Revised shall govern parliamentary authority, when applicable.  For any issues that arise that are not addressed in these bylaws, the Executive Board will make a ruling for the governance of the organization and then present a proposed amendment to the membership for ratification.
 
 
ARTICLE XII            DISSOLUTIONDissolution of the organization may occur upon recommendation of the Executive Board, with the consent of the membership. Such consent shall be determined by a majority vote in favor of the proposed dissolution, based on the votes received from members casting a vote by the means designated, with prior notice of the recommendation having been given to all members.  The Executive Board shall pay or make provision for payment of all liabilities of the organization using organizational funds to settle all accounts.  Any remaining funds shall be donated to Philabundance, or any similar nonprofit organization, as designated by the Executive Board.
 
[Approved by a vote of the membership on February 21, 2015
 at a program presentation meeting at Kutztown University, Kutztown, PA]