Association By-Laws
BYLAWS OF THE SOUTHEASTERN FOOD PROCESSORS ASSOCIATION, INC.
ARTICLE I
The organization, under the Articles of its corporation, shall be “Southeastern Food Processors Association, Inc.”
ARTICLE II
Class
The Southeastern Food Processors Association, Inc., is, and shall remain, a non-profit organization.
ARTICLE III
Objective
Section 1. The broad objectives of the Association, among other purposes, shall be to:
a) Support, promote and encourage education in all aspects of the food industry.
b) Operate within the realms of federal and/or state fair trade and anti-trust laws, rules and regulations to preserve and perpetuate the opportunities and advantages provided by the competitive system of free enterprise.
c) Foster a spirit of cooperation in trying to promote the progress and stability of the food industry in behalf of its members.
d) Portray and enhance a spirit of professionalism in food processing.
e) Adhere to sound economic principles.
Section 2. A member shall be encouraged to:
a) Produce products of a quality that assures satisfaction and value to customers.
b) Strive to develop and practice more efficient and practical production, distribution, marketing and merchandising methods.
c) Adopt good manufacturing practices (GMP) in all aspects of operations
d) Encourage experimental work to improve yield, quality and cost reduction of processed foods.
e) Take action regarding legislation which may impact the food industry, when such action is authorized by the association’s officers and Directors.
Section 3. Antitrust Policy
The Association is organized to promote, develop and maintain the advancement of the food processing industry and is not intended to, and may not, play any role in the competitive decisions of its members or their employees, or in any way restrict the competition in any aspect of the food processing industry.
The Board of Directors, through this statement of policy, makes clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with those laws. It is the individual responsibility of every member of the Association to be guided by the antitrust laws. It shall be the special responsibility of any committee chairmen and Association officers to assure that this policy is known and adhered to in the course of activities pursued under their leadership.
ARTICLE IV
MEMBERSHIP
Section 1. The active membership of this association shall be open to all persons, companies and corporations engaged in manufacturing food products in the states of the southeastern United States. The board has authority to authorize a company, manufacturing food products outside the southeastern United States, for SFPA membership.
Recognized firms or individuals engaged in the manufacture or sale of supplies or products used by food processors and such other allied firms or individuals as the Directors may approve will be admitted as an associate member on payment of proper dues with voting privileges. No member or representative may vote or hold office unless membership is in good standing.
Each company shall have one (1) voting membership in the association. From time to time, honorary memberships may be bestowed by the officers and Board of Directors upon those persons who have been especially helpful in promoting the association.
ARTICLE V
Officers
Section 1. The officers of this Association shall be President, First Vice President, Second Vice President (Secretary), and Treasurer. No officer other than the treasurer can serve more than two (2) consecutive terms in the same office. The Board of Directors shall appoint the Treasurer on an annual basis.
Section 2. No more than one associate member will serve as an officer of the Association at one time.
Section 3. An Executive Director will be appointed annually by the Board to serve in the association management role. The Executive Director will serve in addition to the officers and Directors and without the voting privilege. The Executive Director shall be the curator of historical records including minutes of Board Meetings and the annual meeting.
ARTICLE VI
Board of Directors
Section 1. The Board of Directors shall consist of the officers of the Association and six members. Members shall be elected each year on a rotational basis for a term of two years as provided I Article X1, Section 1. Every effort shall be made to balance between members and associate members. A member of the Board of Directors can serve a maximum of two consecutive terms in the same position except for the Treasurer as provided in Article V.
ARTICLE VII
Duties of Officers and Directors
Section 1. The duties of the President, Vice Presidents, Executive Director, and Treasurer shall be the same as those usually devolving upon such officers in like associations. The President will preside at all meetings and will act as moderator for all discussions. It shall be the duty of the Vice Presidents to assume the duties of the presiding officer in the absence of the President, as well as, assist the President in carrying out the affairs of the Association. The Second Vice president will assume the responsibilities normally devolved on the secretary. The Executive Director will handle the correspondence of the Association and serve as Parliamentarian at meetings of the Board and membership. The immediate Past-President will be appointed to the board for one term.
Section 2. The Board shall have full power and authority to manage and control the affairs of the Association within the provisions of the By-Laws, as well as pursuant to any motions or proposals authorized by the members at any regular or special meeting of the Association. The Board may meet as often as they deem proper or they may transact the business of the Association by a written vote on any matter. In the event a decision on any matter is requested by any Board member and a general meeting is not practical, the Executive Director shall submit the question in writing to each Board member and shall canvass such votes and announce the results to the Board. The record of such votes shall be preserved by the Executive Director and shall become a permanent record. In the case of an email vote, a majority of all members of the board shall be necessary for any matter to be declared passed, except proposed amendments to the By-Laws which shall require a two-thirds majority. The Board is empowered to transact all business of the Association between the annual meetings and their actions when properly taken shall be binding upon the Association.
ARTICLE VIII
Compensation of Officers
Section 1. The Officers and Board of Directors shall serve without pay. The Executive Director shall be compensated as determined by the SFPA Board Members.
Section 2. Any executive assistants may be paid a salary commensurate with the services performed or to be performed as determined by the Board from year to year.
ARTICLE IX
Annual Meeting
The annual meeting of the Association shall be held annually at such time and place as designated by the Board. A notice of such a meeting will be mailed by the Executive Director to all members not less than 15 days prior.
ARTICLE X
At an annual meeting of the association a Quorum shall consist of the members present.
At a Board meeting, a Quorum shall consist of 50% of the Officers and Board members, two of whom shall be current officers.
The Quorums shall have the power to transact such business as may be properly brought up at such a meeting.
ARTICLE XI
Section 1. The members of the Board of this Association shall be elected at the annual meeting to serve for a period of two (2) years.
Section 2. The officers of this Association shall be elected at the annual meeting to serve a period of one (1) year.
Section 3. The President shall appoint a nominating committee. The slate will be approved by the Board and presented to the membership at the annual meeting for election along with any nominations from the floor.
ARTICLE XII
Voting
Each member and associate member company currently in good standing on the membership roster of the Association is entitled to one vote by their designated voting representative.
ARTICLE XIII
Vacancies
Any vacancy from Board caused by resignation, or otherwise, shall be filled by appointment of the President and approved by the Board to serve until their successors are elected and qualified at the next annual meeting. In the case of a President’s resignation, the First Vice-President will assume the President’s duties and will appoint his own successor, with final approval of Board.
ARTICLE XIV
Dues
The dues for the ensuing year shall be determined by a majority vote of the Board. Dues payment will run on a calendar year basis and shall be payable on receipt of dues invoice.
ARTICLE XV
Finances
Section 1. An annual budget will be prepared and submitted to the Board for approval at the first scheduled Board meeting of the calendar year. The Executive Director and Treasurer will prepare the budget for the President to present to the Board of Directors.
Section 2. A financial statement shall be prepared by the Treasurer and presented to the membership at the annual meeting.
Section 3. This Association may assume the cost of any necessary expenses incurred by officers, executives and committees in performing tasks assigned to them and attending special meetings as may be approved by the Board.
Section 4. Funds shall be disbursed only upon the written signature of two officers.
Section 5. The finances of the Association shall be credited at least on years evenly divisible by 5, upon changes in Treasurer, or additionally at the discretion of the Board of Directors.
ARTICLE XVI
Notices and Bulletins
Notices of annual or called meetings of the Association and the Board, as well as bulletins on subjects considered pertinent to the industry and of interest to members shall be prepared under direction of the President and mailed to members by the Executive Director.
ARTICLE XVII
Standing Committees
Committees of the Association will be appointed by the President as needed.
ARTICLE XVIII
Amendments
The bylaws of the association may be altered or amended and new bylaws may be adopted by two-thirds of the members at any annual or special meeting of the members provided that notice is mailed to all members at least 15 days prior to the date of any meeting at which such proposal is to be submitted. Notice of the general nature of the proposed change in the bylaws shall be given in the notice of meeting.
ARTICLE XIX
Dissolution
In the event of the dissolution of the Southeastern Food Processors Association, Inc.
Section 1. No part of the earnings of the Association shall ever accrue to the private benefit of any member.
Section 2. All assets of the Association remaining after payment of any debts shall be transferred to food science endowments established by the Association in land grant colleges in the states represented by the membership.
ARTICLE XX
INDEMNIFICATION
Section 1. Under the circumstances prescribed in Sections 3 and 4 of this article, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he/she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in a manner he/she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not of itself create a presumption that the person did not act in the manner which he/she reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful.
Section 2. Under the circumstances described in Sections 3 and 4 of this article, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact he/she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if he/she acted in good faith and in the manner he/she reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification shall be made in regard to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duties to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity or such expenses which the court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him/her on connection therewith.
Section 4. Except as provided in Section 3 of this article and except as may be ordered by a court, any indemnification under Sections 1 and 2 of this article shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections 1 and 2, such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Board members who were not parties to such action, suit or proceedings, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board members so directs, by the form of independent legal counsel then employed by the corporation in a written opinion.
Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the corporation as authorized in this section.
Section 6. The indemnification provided by this section shall not be deemed exclusive of any other right to which the persons indemnified hereunder shall be entitled and shall inure to the benefit of the heirs, executors, or administrators of such persons.
Section 7. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him in any such capacity, or arising out of his/her status as such, whether or not the corporation would have the power to indemnify him/her against such liability under the provisions of this section.
Section 8. If any expenses or other amounts are paid by way of indemnification, otherwise by court order or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall, not later than the next annual meeting of the members, unless such meeting is held within three months from the date of such payment, and in any event, within fifteen months from the date of such payment, sent by first class mail to its members of record at the time entitled to vote for the election of directors, a statement specifying the persons paid, the amount paid, and the nature and status at the time of such payment of the litigation or threatened litigation.
ARTICLE XXI
NOTICE AND WAIVER OF NOTICE
Section 1. Notice. Any notice required to be given under these bylaws may be given by mailing the same addressed to the person entitled thereto, or by telephone, electronic mail as appropriate, as hereinbefore provided.
Section 2. Waiver of Notice. Any member, director or officer may waive any notice required to
be given by these bylaws, and his presence at any meeting shall be considered as waiver of any and all notices required.
August 23, 1996
Revised October 25, 2008
Revised October 22, 2011
