Proposed Chefs of Milwaukee Revised Constitution November, 2007

CONSTITUTION 

    BYLAWS

CONSTITUTION

Constitution Article I – Name 

            The name of the organization shall be the American Culinary Federation – Chefs of Milwaukee Inc., hereafter referred to as ACF – Chefs of Milwaukee.    As part of the American Culinary Federation, Inc., we are 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. 

The term culinarian 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. 

Constitution Article II – Mission Statement

Our mission statement corresponds to the national ACF mission statement: 'It is our goal to make a positive difference for culinarians through education, apprenticeship, and certification, while creating a fraternal bond of respect and integrity among culinarians everywhere. 

Constitution Article III – Purpose 

The ongoing purpose of the ACF-Chefs of Milwaukee is: 

1. To promote healthy, sanitary, and quality food production to the general public and to promote and acknowledge professionalism in all culinarians.

2. To develop an educational program to improve the culinary knowledge of each of our members.

3. To promote fellowship in the culinary community in our area and to encourage a cooperative effort in the food service industry.

4. To encourage and assist our members and members of the culinary profession in our area to become certified and to maintain their certification; and to promote the certification program in our area.

5. To develop apprenticeship programs, and to support secondary and post secondary culinary educational programs through the ACF Educational Institute and to insure the apprentices and students are adequately trained for the industry.

Constitution Article IV – Incorporation

The ACF – Chefs of Milwaukee is incorporated in the state of Wisconsin. The corporate office shall reside with the chapter president. 

Constitution Article V – Culinarians Code 

I pledge my professional knowledge and skill to the advancement of our profession and to pass it on to those who are to follow. 

I shall foster a spirit of courteous consideration and fraternal cooperation within our profession. 

I shall place honor and the standing of our profession before personal advantage. 

I shall not use unfair means to effect my professional advancement or to injure the chances of another colleague to secure and hold employment. 

I shall be fair, courteous and considerate in my dealings with fellow colleagues. 

I shall conduct any necessary comment on, or criticism of, the work of fellow colleagues with careful regard for the good name and dignity of the culinary profession, and will scrupulously refrain from criticism to gain personal advantage. 

I shall never expect anyone to subject himself to risks, which I would not be willing to assume myself. 

I shall help to protect all members against one another from within our profession. 

I shall be just as enthusiastic about the success of others as I am about our own. 

I shall be too big for worry, too noble for anger, too strong for fear, and too happy to permit the pressure of business to hurt anyone, within or without the profession.

BY LAWS

Article I – Membership 

Section 1. Eligibility.  ACF Chefs of Milwaukee membership shall be open to Culinarians and other individuals engaged in the culinary profession and allied employment who meet the requirements set forth in Section 2. 

Section 2. Categories of Membership. There shall be seven categories of ACF Chefs of Milwaukee membership.  The categories, their membership qualifications, and voting privileges shall be as follows:           

a.       Active Member. An Active Member shall be a Culinarian with at least three years full-time employment in the culinary profession.  An Active Member shall have the right to vote and to hold office. 

b.      Junior Member. A Junior Member shall be a Culinarian with less than three years full-time employment in the culinary profession; a student enrolled in an accredited post-secondary culinary education program; or a registered apprentice as defined by the ACF apprenticeship training program.  A Junior Member who is at least 18 years of age shall have one-half (½) vote.  Junior members shall be subject to a lifetime limit of four years. 

c.       Junior Culinarian. A Junior Culinarian shall be a high school student between 16 and 18 years of age who is enrolled in a vocational program.  Junior Culinarians shall have no vote. 

d.      Senior Member. A Senior Member shall be at least 62 years of age, retired from employment and have been an ACF Chefs of Milwaukee member in any category for at least 10 years.  Regardless of age, a member with at least two years tenure in any category who is permanently and totally disabled from culinary employment shall be eligible for Senior Membership. Senior Members shall receive such discounted dues as the Board of Governors of ACF National shall deem appropriate.  They shall retain the rights and privilege of the membership category from which they retired, including the right (if any) to vote and to hold office. 

e.       Life Senior Chef Member.  A Life Senior Chef Member shall be an Active Member who is at least 65 years of age, retired from employment and has been a member in good standing for 10 years.  Life Senior Chef Members shall be exempt from dues for life.  They shall have the rights and privileges of an Active Member, including the right to vote and to hold office. 

f.        Associate Member. An Associate Member shall be a representative of a group, company or corporation providing products or services to the culinary profession, or who wishes to support and promote the ACF Chefs of Milwaukee and the culinary profession.  Associate Members shall have no voting rights and may not hold office. 

g.       Allied Members. An Allied Member shall be an individual employed in a field related to the culinary profession (such as dietetics, home economics, food stylist, etc.) who does not qualify to be an Active, Associate, or Junior Member.  Allied Members shall have no voting rights and may not hold office. 

Section 3 National ACF Memberships.  All applications for ACF membership must be forwarded to the ACF national office for approval.  In the event the ACF rejects an application, it shall be deemed rejected for the purpose of chapter and national membership and the rejected applicant shall not be considered a member of ACF Chefs of Milwaukee or ACF National for any purpose. 

Section 4.  Voting Rights and Other Membership Privileges and Benefits. Voting members may vote in the election of National and Chapter Officers and at large directors.  All other business requiring the vote of members is vested in the Board of Directors. ACF Chefs of Milwaukee members shall be entitled to such other rights, privileges, and benefits of national and chapter membership as may be conferred by the Bylaws or Board of Directors. 

Section 5. Membership Obligations. As a condition of membership, all ACF Chefs of Milwaukee members shall be bound and abide by the ACF Bylaws, policies and procedures, as amended from time to time, including without limitation, the Culinarians Code and the ACF Chefs of Milwaukee rules governing Unethical Conduct, the procedure for joining ACF Chefs of Milwaukee, and the termination and suspension of membership. 

Article II – The Board of Directors

 Section 1. Board of Directors Definition:  The Board of Directors shall consist of the elected officers, immediate Past President, two appointed delegates-at-large, two junior members (one from each technical college), the standing committee chairs and a purveyor representative.   

            Section 2. Powers and Duties.  The Board of Directors shall be the representative body of the membership.  

            Duties of the Board of Directors:

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 national at-large directors. 

b.      The Board shall review the annual budget at the November Board meeting before it is reviewed at the annual business meeting in November.  The board shall approve the budget at the December meeting. 

c.       The approval of the Board of Directors shall be required of any proposed amendment to the Bylaws. 

d.      The Board shall set annual dues. 

Section 3 Annual and Special Meetings.  The annual meeting of the chapter shall be held in November.  Special meetings may be called at the request of the ACF Chefs of Milwaukee President or a majority of the Board of Directors.  The Secretary shall send all members a notice of the special meeting by mail.  The notice shall specify the time, place and purpose of the meeting. 

Section 4 Quorum and Voting.  The presence of 40% of the eligible voting members of the Board of Directors shall constitute a quorum for transaction of business.  When any corporate action is taken, it shall, except as otherwise required by law, be authorized by a majority of votes cast at such meeting. 

Article III – Elections           

            Section 1 Qualifications. A nominee for office shall be an Active Member, Senior Member or a Life Senior Member for two or more years. 

            Section 2 Nomination for Office The President of the Chapter with approval from the executive committee shall appoint a chair for the nominating committee.  That chair will form a committee of no less than 3 members.  

Duties of the Nominating Committee

a.                The nominating committee will verify the eligibility of each nominee. 

b.                The nominating committee chair will present a slate of officers at the October meeting in even numbered years.  Additional nominations will be accepted from the members at that time.

c.                If there are multiple nominees for any office, the nominating committee will mail out ballots to all Active Members, Junior Members, Senior Members, and Life Senior Members.

d.                The candidate with the most votes will assume the office.  In case of a tie, a coin toss by the chairman of the nominating committee will decide the contest.

e.                If there are not multiple nominees, the chairman of the nominating committee will present the slate at the Annual November Business Meeting and move unanimous acceptance.

Article IV – Officers 

Section 1 – President The President shall be elected to a two-year term and may not serve more than two consecutive terms.  The term shall begin at the January meeting in odd numbered years. The President shall receive a stipend as determined by the finance committee and approved in the budget.  This stipend can be used only for the National and/or Central Regional Conventions. 

            Duties of the President:

a.       Act as Chief Executive Officer of the Chapter

b.      Preside at all Board of Director meetings and all Membership meetings.

c.       Must appoint all non-elected members of the board (standing committee chairs) with the approval of the board to a term that coincides with that of the President.

d.      Appoint ad hoc committees as needed

e.       Sign checks as advised or in the absence of the Treasurer

f.        With the Secretary, sign all contracts for the chapter

g.       Appoint an eligible member to fill any vacant position on the board with the approval of the Executive Committee.

h.      Act as the Liaison to the National ACF

i.        Appoint the Nominating Committee Chair at the August Board Meeting in election years

j.        Perform other duties as directed by the Board of Directors. 

Section 2 – Immediate Past President The Immediate Past President shall serve as a voting member of the board in an advisory capacity. The Immediate Past President shall serve until a new President is elected. The Immediate Past President shall receive a stipend as determined by the finance committee and approved in the budget.  This stipend can be used only for the National and/or Central Regional Conventions. 

            Duties of the Immediate Past President:

a.       Install newly elected or appointed officers

b.      Perform the duties of an office that becomes vacant until a replacement is appointed.

c.       Monitor all national recognitions and deadlines.

d.      Advise the board on the history of issues.

e.       Perform other duties as assigned by the President. 

Section 3 – Vice President The Vice President shall be elected to a two-year term and may not serve more than two consecutive terms.  The term shall begin at the January meeting in odd numbered years. The Vice President shall receive a stipend as determined by the finance committee and approved in the budget.  This stipend can be used only for the National and/or Central Regional Conventions. 

            Duties of the Vice President:

a.      Preside at meetings in absence of President

b.      Be responsible for the physical property of the Chapter (banners, awards)

c.       Fill the office of the President, should it become vacant during the term. (May still be elected to Presidency for two consecutive terms)

d.      Perform other duties as assigned by the President.

e.       Be responsible for chapter fundraising (Ronald McDonald, Auction, Chef & Child, etc) 

Section 4 – Secretary The Secretary shall be elected to a two-year term and may not serve more than two consecutive terms.  The term shall begin at the January meeting in odd numbered years. The Secretary shall receive a stipend as determined by the finance committee and approved in the budget.  This stipend can be used only for the National and/or Central Regional Conventions. 

            Duties of the Secretary:

a.       Keep the records of the chapter

b.      Approve the minutes of all board, executive committee, and membership meetings before presenting them to the board or publishing them.

c.       Sign with the President all contracts for the Chapter

d.      Act as the Chair of the communications committee and be the content editor for the newsletters.

e.       Perform other duties as assigned by the President. 

Section 5 – Treasurer The Treasurer shall be elected to a two-year term and may not serve more than two consecutive terms.  The term shall begin at the January meeting in odd numbered years. The Treasurer shall receive a stipend as designated by the board and approved in the budget.  This stipend can be used only for the National and/or Central Regional Conventions. 

            Duties of the Treasurer:

a.       Keep the financial records of the chapter

b.      Sign all checks for the chapter.

c.       Direct the Finance Committee in preparing an annual budget for presentation to the board.

d.      Provide for an independent audit

e.       File tax forms and corporate papers in a timely manner

f.        Perform other duties as assigned by the President. 

Section 6 – Directors-at-Large The Directors-at-Large shall be appointed by the President to serve in an advisory capacity.  They shall serve at the discretion of the President who may limit their terms but may not extend their terms past that of the President.  They shall have voting rights. 

Article V – Removal of Officers 

Section 1  Removal of Officers.  Chapter Officers shall be subject to removal from office by recall election for Unethical Conduct. (Unethical Conduct means theft, embezzlement, fraud, misrepresentations, deceit, defamation, sexual harassment, malicious abuse of ACF office or other misconduct involving dishonesty or moral turpitude)  If an elected officer of ACF-Chefs of Milwaukee is accused of misconduct then the accuser must notify the secretary in writing of the misconduct. The officer will be able at the next Board of Directors meeting to present a defense. The Board of Directors will vote if the accusations are such to warrant a recall election (majority vote). If a recall is called, the accuser and the defending officer, will be allowed time to speak on their issue at the next membership meeting. The members present will vote Yes to recall, No to keep in office. The majority rules. 

Section 2. Appointed officers may be removed by the body that appointed them. 

Article VI – Standing Committees

 Section 1 – Standing Committee:  All standing committees will serve terms coinciding with that of the President. 

Section 2 - Executive Committee - Shall consist of the elected officers of ACF-Chefs of Milwaukee.  They shall approve all appointments by the president and assist the President as needed.

Section 3 - Membership Committee - Shall consist of five members with one being a junior member and another an associate member. The Chair shall be appointed by the president and the chair shall select their committee members from the general membership. The Chair shall serve on the Board of Directors with a vote. The committee is responsible for retention of current members, signing up new members, providing an orientation program for new members and development of member relations program.

Section 4 - Education Committee - Shall consist of at least five members and shall have one of the culinary educators from either WCTC or MATC. The Chair shall be appointed by the president and the chair shall select their committee members from the general membership. The Chair shall serve on the Board of Directors with a vote. The committee is responsible for educational programs throughout the year as well as providing Nutrition and Supervisory Management Classes when deemed necessary.  The Education Committee is responsible for the operation of the Chef Continuing Education award. 

Section 5 – Apprenticeship Committee – Shall consist of at least five members and shall have one of the culinary educators from either WCTC or MATC and a chef running an apprentice program.  The Chair shall be appointed by the president and shall select their committee members from the general membership. The Chair shall serve on the Board of Directors with a vote.  The committee is responsible for the recruitment, retention and commencement of the apprentices in the chapter. 

Section 6 – Certification Committee – Shall consist of at least three members.  The Chair shall be appointed by the president and shall select their committee members from the general membership. The Chair shall serve on the Board of Directors with a vote.  The committee is responsible for motivation, assistance and recognition of members seeking and gaining certification.

Section 7 – Communication Committee – Shall consist of at least five members with one being the webmaster and one being a junior member.  The Secretary of the chapter shall chair the committee and shall select committee members from the general membership. The committee is responsible for the dissemination of information through the Mise En Place, Mire Poix, and the website as well as providing news releases to the media and ACF National publications. 

Section 7 - Finance Committee - Shall consist of at least three members. The Treasurer of the chapter shall chair the committee and shall select committee members from the general membership. The committee is responsible for the preparation of the budget for presentation to the Board of Directors and ensuring an independent audit. The committee will advise the Treasurer on the investment of funds and the capital expenditure recommendations to the Board of Directors 

Article VII – Ad Hoc Committees

 Section 1 – Terms – All Ad Hoc committee will be appointed by the President with approval of the board to serve a definite term, not to extend past the term of the President. 

Section 2 - Auction Committee – Shall consist of at least five members with one being a board member (officer or at large director).  The Chair shall be appointed by the president and the chair shall select their committee members.  The chair shall not serve in the board and shall not have a vote on the Board of Directors.  The responsibility of the committee is the fundraising done through the annual auction and all that entails. 

Section 2 – Food Competition Committee - Shall consist of at least five members with one being a board member (officer or at large director).  The Chair shall be appointed by the president and the chair shall select their committee members.  The chair shall not serve on the board and shall not have a vote on the Board of Directors.  The responsibility of the committee is the cooperative effort with the Wisconsin Restaurant Association to provide an ACF sanctioned competition. 

Section 3 – Chef and Child Committee - Shall consist of at least five members with one being a board member (officer or at large director).  The Chair shall be appointed by the president and the chair shall select their committee members.  The chair shall not serve and shall not have a vote on the Board of Directors. The committee is responsible to provide an educational event for children as well as a fund raiser to support at least two charities chosen by the chapter.  The committee is also responsible for assisting at the Ronald McDonald House Fundraiser.

Section 4 – Chef of the Year Committee - Shall consist of the past recipients of the award.  The chair will be the previous year’s recipient.  The committee shall choose up to 3 candidates.  Previous recipients shall be eligible for consideration after 5 years.  Chair is responsible for the voting procedures and for breaking any possible tie.

Section 5 – Other Committees - The president may from time to time appoint other  ad hoc committees, the chair of such committee shall not serve or have a vote on the Board of Directors           

Article VIII – Meetings

Section 1.  The membership shall meet at a place and time determined by the board on the fourth Monday of each month if feasible. 

Section 2.  The Board of Directors shall meet no less than 6 times during a calendar year at a place, time and date determined by the ACF-Chefs of Milwaukee president.  All board meetings are open to the membership. 

Section 3 Committees shall meet as needed.

Section 4 Meeting notice for time and place for all meetings of ACF-Chefs of Milwaukee shall be noted in the Mire Poix and the website. 

Section 5 Robert’s Rules of Order will be the parliamentary authority for all formal meetings. 

Article IX – Dues

Section 1 Added to the ACF national dues, the chapter dues shall be:

            Active                          $50

            Retired                         None

            Junior                           $5

            Associate                     $90

            Allied                           $50

Section 2 ACF national office will bill dues for both chapter and ACF  which are due on your anniversary date.

Section 3 New Members may pay dues to the chapter treasurer who will forward national dues to ACF National.

Section 4 Any member more than 60 days past due on paying their dues shall not have any rights of membership, shall resign from any office they hold and may not vote on any business of the chapter.

Article X –Audits 

Section 1 An independent audit will be conducted once a year.
 
Section 2 Corporation papers will be reviewed at the same time as the audit. 

Article XI –Dissolution

Section 1 The ACF-Chefs of Milwaukee may be dissolved by a vote of 75 percent of the members present at a meeting to take place at least 30 days after a written notice was sent to all paid members stating that a "Dissolution of the Chapter Vote" was to be taken.

Section 2 If the members vote to dissolve the chapter, all funds remaining after all just obligations of the chapter are paid shall be given to the ACF Foundation, Inc

Article XII –Amendments