Southwest Florida Dietetic Association

Bylaws

2009 Revision

ARTICLE I – NAME

This association will be known as the Southwest Florida Dietetic Association, hereafter, also referred to as SWFDA or the Association.

ARTICLE II – MEMBERSHIP

Section 1.  Membership Classification

Membership in this Association will be limited to members of the American Dietetic Association whose designated affiliate in Florida is listed as the SWFDA.  The membership classifications shall be those outlined in the Article II of the American Dietetic Association Bylaws.

Section 2.  Dues

1. Annual dues at a rate set by the Board of Directors and approved by the membership shall be assessed for the period of October 1 through September 30.  Annual dues are payable by or at the first meeting of the year.  New members may join the Association throughout the year by paying dues for the current year.
2. The name of any member whose dues are delinquent shall be removed from the membership roster.  Membership may be reinstated upon payment of the dues for the current year.

Section 3.  Rights of Members

1. Rights of membership will be maintained with the current payment of dues.
2. All Active members of ADA whose SWFDA dues are not in arrears shall be entitled to vote in the annual election, upon each proposal submitted to a vote of the Association, and hold elected and appointed offices in the Association.
3. Associate members of ADA whose SWFDA dues are not in arrears shall be entitled to hold appointed positions but shall not be allowed to vote in person or by mail.
4. All Retired members whose SWFDA dues are not in arrears shall be entitled to all the rights of the membership classification from which they retired.
5. Honorary members are not entitled to vote but may serve as members of committees and attend meetings.

ARTICLE III – MEETING OF MEMBERS

Section 1.  Meetings of Members

Regular meetings of the members shall be held at such time as shall be designated by the Board of Directors.  The place of each meeting shall be designated by the President-elect.  The place, date, hour, and purpose of all meetings shall be given to all members of the Association not less than ten (10) days nor more than sixty (60) days prior to the date of the said meeting.

The first membership meeting following the annual election shall be designated as the Annual Meeting for the purpose of the installation of officers.

Section 2.  Special Meetings

Special meetings of the members may be called by the Board of Directors.  Written, printed, or electronic notice of said meeting stating the place, date, hour, and purpose shall be sent by the Secretary or the President-elect to all members of the Association not less than ten (10) days nor more than sixty (60) days prior to the date of the said meeting

Section 3.  Board of Directors

Regular meetings of the Board of Directors shall be held at such time as determined by the Board of Directors.  The Board shall hold at least five (5) meetings each year.  Special meetings of the Board of Directors may be called by the President or any two Board members.  Notice of any special meetings of the Board of Directors shall be given not less than ten (10) nor more than sixty (60) days prior to the date of the said meeting by written notice delivered personally, sent by mail, or faxed to each director.

Section 4.  Quorum

1. Two-thirds of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
2. At all meetings of members, twenty-five percent (25%) of the voting membership shall constitute a quorum for the transaction of business.

Section 5.  Manner of Acting

1. The act of a majority of the directors at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.  This provision also applies to meetings conducted by teleconference and/or electronic mail.
2. The Board may transact business by mail, e-mail, or fax.  Matters must be submitted to the Board in writing and delivered by first class mail, e-mail, or fax for vote and decision. In order for a mail or fax vote to be valid, a simple majority of the members of the Board must return their ballots within two (2) weeks after submission, marked with the timely date.  Of the ballots received, a majority of the votes cast shall determine the question.  Results of a majority mail or fax vote shall be binding.

ARTICLE IV – APPEALS

The Board of Directors shall establish a procedure for members of the Association and applicants for membership who wish to appeal a decision of the Association.

ARTICLE V – AFFILIATION

The Southwest Florida Dietetic Association shall be affiliated with the Florida Dietetic Association.

ARTICLE VI – BOARD OF DIRECTORS

Section 1.  Composition

The government of the Association shall be vested in a Board of Directors.  This board shall consist of all elected officers:  President, President-elect, Secretary, Treasurer, and Chair of Nominating Committee.  Ex officio members of the Board of Directors shall include any member of the Florida Dietetic Association Board of Directors and Administrative Council who reside in the District.  The President does not vote except to break a tie.

Section 2.  Functions

The Board of Directors shall:

1. Establish policies and procedures for the Association
2. Provide for responsible fiscal planning and control and direct the financial affairs of the Association.
3. Be the final responsible authority for the property and business of the Association.
4. Approve and accept offers for external funding for the Association as a whole or for any unit.
5. Coordinate the program of work with that of the Florida Dietetic Association.
6. Provide for implementation of the legislative and public affairs programs of the Association.
7. Approve committee plans for which there are no existing policies or procedures.
8. Approve appointments mad by the President and President-elect as specified in the Bylaws.
9. Approve the selection of the nominees and/or candidates for high awards.
10. Appoint successors to serve unexpired terms of any elected officer, except for President or President-elect.
11. Exercise such other powers and perform all lawful acts permitted or required under the Florida Not For Profit Corporation Act.

Section 3.  Compensation

The Board of Directors shall have no authority to establish compensation for services to the Association as directors.  The Board of Directors may be paid their expenses related to the duties of office.  This section shall not preclude any director from serving the Association in any other capacity and receiving compensation for such service.

ARTICLE VII – ELECTED OFFICERS

Section 1.  Officers

The elected officers of the Association shall be a President, President-elect, Secretary, Treasurer, and up to three (3) Nominating Committee Members.  All officers shall hold office from the beginning until the end of the fiscal year of their elected terms.

Section 2.  President

The President shall:

1. Serve for two (2) years and be elected in the odd years.
2. Be the chief executive officer of the association and presiding officer of the Board of Directors.
3. Be a member of the Division of District Presidents of the Florida Dietetic Association, attend Administrative Council meetings of the Florida Dietetic Association, and submit semi-annual and annual reports to the Florida Dietetic Association.
4. Appoint the chairs of all standing and special committees.
5. Appoint tellers to count the ballots for annual election.
6. See that all lawful orders and resolutions of the Board of Directors are carried out.
7. See that all recommendations submitted to the Board of Directors are duly considered.
8. Be an ex officio member without vote on standing and special committees.
9. Have the general powers of supervision and active management usually vested in the office of President.
10. Represent the Association at ceremonial functions.
11. Appoint, except as specified in Article VII, Section 4, a qualified member to fill the unexpired term of an elected officer or committee chairman when a vacancy occurs.
12. Serve as a member of the Fiscal Affairs Committee.

Section 3.  President –elect

The President-elect shall:

1. Serve for two (2) years and be elected in the odd years.  At the close of the second year, the President-elect shall automatically become President of the Association. 
2. Succeed to the office of the President in the case of a vacancy in that office and then shall serve the full term as President.
3. Perform the functions of the President in the absence or disability of the President.
4. Assist the President in coordinating the activities of all standing committees.
5. Appoint the Chair of all standing and special committees to serve during the President-elect’s term as President.
6. Serve as the Chair of the Program Committee.
7. Serve as a member of the Fiscal Affairs Committee.

Section 4.  Secretary

The Secretary shall:

1. Serve for two (2) years and be elected in the odd years.
2. Be responsible for the minutes of all of the Board of Directors and membership meetings and their proper recording and filing.
3. Receive and file reports of the Officers and Committees.
4. Be responsible for all official correspondence.
5. Assure that official ballots are mailed to each member eligible to vote, no less than thirty (30) days prior to the election.
6. Notify each candidate for office of the election results.
7. Have any and all other powers and functions usually vested in the office of Secretary.

Section 5.  Treasurer

The Treasurer shall:

1. Serve for two (2) years and be elected in the even years.
2. Serve as Chair of the Fiscal Affairs Committee, which is to also include the President, President-elect, and two (2) other SWFDA members.
3. Have custody for all funds and securities of the Association.
4. See that full and accurate financial records are kept and audited annually.
5. Report the financial status of the Association to the Board of Directors and to the membership.
6. Prepare and submit an annual budget for approval by the Board.
7. Collect and receive all dues and other monies paid to or belonging to the Association and deposit these monies in the name of the SWFDA in such depositories as shall be designated by the Board of Directors.
8. Have any and all other powers and functions usually vested in the office of the Treasurer.

Section 6.  Nominating Committee

The Nominating Committee shall:

1. Consist of up to three (3) members who shall serve for one (1) year; the member receiving the highest number of votes shall act as Chair and reside on the Board.
2. Prepare the SWFDA ballot to include:

1.    At least two (2) candidates for the office of President-elect in odd numbered years.

2.    Two (2) candidates for the office of Secretary in odd numbered years.

3.    Two (2) candidates for the office of Treasurer in even numbered years.

4.    Five (5) candidates for the Nominating Committee.

3. Submit the proposed ballot to the Board of Directors and the Membership during July.  Additional nominations may be made by the membership, providing the nominee meets qualifications and is willing to serve if elected.
4. Prepare an official ballot containing the names of all candidates, and mail, e-mail, or fax ballot to members.
5. Submit to the Florida Dietetic Association the SWFDA’s nominations for Recognized Young Dietitian, Distinguished Dietitian, Florida Dietetic Association (FDA) and American Dietetic Association (ADA) special awards and suggest nominee for FDA and ADA offices.

ARTICLE VIII – ELECTIONS AND NOMINATIONS

Section 1.  The Ballot

a.    An official ballot shall be prepared by the Nominating Committee containing the names of all the candidates.

b.    Nominations may be added by petition.

c.    The ballot shall be mailed to the voting members not less than thirty (30) days prior to the closing of the polls.

d.    Only ballots delivered or postmarked by midnight of the day the polls are closed shall be counted.  A tellers committee will be appointed to carry out the function of counting ballots and officiating election results.

e.    A majority of the votes cast shall constitute an election.

Section 2.  Officers and Other Elected Officials

a.    Elections shall be conducted by written ballot annually.  The ballot shall be mailed by the Nominating Committee by first class mail, electronic mail, or fax to the voting members not less than thirty (30) days prior to October 31^st.

b.    Three members of the Nominating Committee shall be elected annually.  A President-elect, Secretary, and Treasurer shall be elected bi-annually.

c.    The person receiving the highest number of votes for the offices of President-elect, Secretary, and Treasurer shall be elected to those offices.  The three persons receiving the highest number of votes for the Nominating Committee shall be elected.  The person with the highest number of votes shall be the Nominating Committee Chair.

Section 3.  Tie Vote

In the event of a tie, the election shall be determined by lot.

Section 4.  Re-elections

The President shall be ineligible to succeed himself except in the event of a vacancy in the office of President-elect; the President may then be eligible to accept a nomination to succeed himself in that office.  The Secretary and Treasurer shall be ineligible to succeed themselves after two (2) consecutive terms in office.

Section 5.  Vacancies

If any of the following offices become vacant because of health, death, resignation, disqualification, removal of other cause, the unexpired term shall be filled in the following manner:

f.     President:  The President-elect shall succeed to the office of President, complete the remaining term, and then shall serve until the end of their subsequent term.

g.    President-elect:  A special election by the membership shall be conducted by mail, e-mail, or fax.

h.    Secretary:  The Board of Directors shall appoint a successor to fill the unexpired term.

i.      Treasurer:  The Board of Directors shall appoint a successor to fill the unexpired term.

j.      Nominating Committee:

                                                  i.    Chair:  The person who received the next highest number of votes shall become Chair.

                                                 ii.    Members:  The person who ranked fourth in the election shall fill the unexpired term vacated by the new Chair.

k.    The President shall appoint successors to fill other vacancies.

l.       Should the offices of President and President-elect both become vacant at the same time, a special election by the membership shall be conducted by mail, e-mail, or fax at the earliest possible date.  In the interim, the Chair of the Nominating Committee shall serve as President.

ARTIBLE IX – REMOVAL OF ELECTED OFFICERS AND OTHER OFFICIALS

Any elected officer, other elected officials, or appointed chairmen or committee members may be removed by the persons authorized to elect or appoint such officers whenever, in their judgment, the best interests of the Association would be served.  The Board of Directors shall establish the process for removal of elected officers and other elected officials.  The removal of an officer shall be without prejudice to the contract rights, if any, of the officers so removed.

ARTICLE X – COMMITTEES

The Board of Director shall appoint standing committees and special committees.  Refer to policies and procedures for composition and functions.

Section 1.  Appointed Committee Chairs

1. Appointment of committees of the Board of Directors shall be for one (1) year, except as herein provided, with the President-elect appointing the chairmen to serve during the President-elect’s term as President unless otherwise specified.  The appointed committee chairs of the SWFDA shall include, but not be limited to, a Membership Chair and a Community Chair.  All nominated chairs shall hold office from the beginning until the end of the fiscal year of their elected terms. 
2. Committee Chairmen may be appointed for a maximum of three (3) consecutive one (1) year terms.

Section 2.  Membership Chair

The Membership Chair shall:

1. Keep the official files of the name, residence, and professional affiliations of each of the members of the Association.
2. Be responsible for communicating membership activities to the membership as defined in Article III, Section 1.

Section 3.  Community Chair

The Community Chair shall:

1. Oversee the committee that includes, but is not limited to, marketing, community outreach, and maintaining records of Association events.
2. Be responsible for maintaining the historical records of the professional activities of the Association and its members.
3. Serve as a member of the Program Committee.

Section 4.  Committee Reports

Each committee shall submit a mid-year and annual report to the Board of Directors.

ARTICLE XI – FISCAL YEAR

1. The fiscal year of the Association shall begin on the first (1) day of October of each year and end on the thirtieth (30) day of September of the next year.
2. Officers shall serve during the fiscal year for which they are elected, except delegates to the ADA-HOD or FDA, who shall serve in accordance with the ADA or FDA fiscal year.

ARTICLE XII – AMENDMENTS

Proposed amendments, after approval of the SWFDA Board of Directors, shall be submitted in duplicate to the Chairman of the FDA Bylaws Committee.  After approval of the FDA Bylaws Committee, the amendment must be ratified by the affirmative vote of two-thirds of the members who vote.  Notice of the proposed amendment(s) shall be given to all members of the Association at least one month prior to the meting at which the amendment is to be voted.

ARTICLE XIII – PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Current Edition, or other rule of order chosen by the Board of Directors, shall constitute the parliamentary authority for the conduct of meetings of the Association and in all cases not covered by these Bylaws.

ARTICLE XIIV – BOOKS AND RECORDS

The Association shall keep books and records of account.  It shall also keep minutes of meetings of its members, Board of Directors, and committees having any authority under the Board of Directors.  The names and addresses of members entitled to vote shall be maintained at the principle office of the Association.

ARTICLE XV – SPECIAL RULES AND DISSOLUTION

Section 1.  Special Rules

No part of the net earnings of the Association shall inure to the benefits of or be distributable to its members, trustee, officers or other private persons, except that the Association shall be authorized and empowered to make payment distributions in furtherance of the purposes of the organization.  Not withstanding any other provisions of the Articles in these Bylaws, the Association shall not carry on any activities that are not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code (or the corresponding provision of any subsequent United States Internal Revenue Law).

Section 2.  Dissolution

On the dissolution of the Association, the Board of Directors, after paying or making provision for payment of all liabilities of the Association, shall dispose of all its assets exclusively to such organization or organizations exempt under Section 501(c)(6) of the Internal Revenue Code (or the corresponding provision of any subsequent United States Internal Revenue Law) as the Board of Directors shall determine.

ARTICLE XVI – CODE OF ETHICS AND DISCIPLINE

The Association will abide by the ADA code of ethics for the profession of dietetics.

ARTICLE XVII – INDEMNIFICATION

The Association shall indemnify all officers and directors of the Association to the full extent permitted by the General Not For Profit Corporation Act of the State of Florida and may indemnify other persons acting for the Association and shall be entitled to purchase insurance for such indemnification of officers, directors, and other persons as determined from time to time by the Board of Directors of the Association.

ARTICLE XVIII – WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of the General Not for Profit Corporation Act of the State of Florida or under the provisions of the Articles of Incorporation or the Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.