The Constitution and Bylaws of the
ACF Maumee Valley Chefs’ Association
Revised 5 May 2008
Preamble Page 3
Article I Definitions Page 3
Article II Purpose Page 3
Article III Membership Page 3
Article IV Board of Trustees Page 5
Article V Officers Page 5
Article VI Committees Page 8
Article VII Dissolution Page 9
Article VIII Meetings Page 10
Article IX Culinarians’ Code Page 10
Article X Professional Ethics Page 11
Article XI Fiscal Year Page 11
Article XII Amendments Page 11
Article XIII Parliamentary Procedure Page 11
Article XIV Conflicts/Resolutions Page 11
THE ACF MAUMEE VALLEY CHEFS’ ASSOCIATION, Inc.
The ACF Maumee Valley Chef Association is a not-for profit organization formed 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 following defined terms and abbreviations are utilized in the Bylaws:
AAC refers to the American Academy of Chefs
ACF refers to the American Culinary Federation, Inc.
ACF MVCA refers to ACF Maumee Valley Chef Association
Culinarians 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.
Unethical Conduct means theft, embezzlement, fraud, material misrepresentation, deceit, defamation, sexual harassment, malicious abuse of ACF office or other misconduct involving dishonesty or moral turpitude.
The purpose for which this organization is formed is:
- To promote and further the education as to the culinary arts profession in the Northwest Ohio area. We do this by conducting regular meetings, informational seminars, training classes and by participating in a wide variety of local charitable events. Approximately 20% of our time is spent on such activities.
- To assist young culinarians in pursuing a formal culinary education by providing scholarships for such education. To this end, we sponsor and promote an annual scholarship dinner. The proceeds from this dinner are used to fund the scholarships. Planning for, promoting and conducting this dinner occupy another 70% of our time.
- We support an ACF National charity, “Chef and Child”, by holding an annual event, the proceeds of which are donated to the cause of feeding children.
- It is to be known that when this organization promotes a “Fund Raising” affair or activity, a portion or all of the funds may be donated to a Toledo area non-profit organization whose name may be submitted to the Trustees for a vote of (3/4 majority) approval. Any active member may submit the name of an organization for consideration.
- In the event there should be several organizations for consideration from which the Trustees are unable to choose one, the names of the organizations shall be put before the general membership for vote.
Section 1. Eligibility. ACF, MVCA membership shall be open to Culinarians and other individuals engaged in the culinary profession and allied employment that meet the requirements set forth in Section 2. Culinarians 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.
Section 2. Categories of Membership. There shall be ten categories of ACF MVCA membership. The categories, their membership qualifications, and the vote members shall be entitled to in the election of officers shall be as follows:
(a) Junior Culinarian. A Junior Culinarian shall be a high school student
between 16 and 18 years of age. Junior Culinarians shall have no vote.
(b) Student Culinarians. A Student Culinarian shall be a person that is
involved in the culinary profession and have fewer than two years work experience at the
time of joining. A Student Culinarian shall be a student enrolled in a post-secondary culinary
education program, or a registered apprentice as defined by the ACF apprenticeship training
program. A Student Culinarian shall have one vote no vote in any electoral proceedings of the ACF MVCA only. Student Culinarian membership shall be subject to a lifetime limit of four years.
(c) Culinarians. A Culinarian shall be individuals including line cooks, bakers,
pastry cooks or other culinarian not involved in the management or supervision of the
respective property with a minimum of 6 months full time employment. A Culinarian shall be
pursuing on-the-job training and experience necessary to advance to the membership level
of Professional Culinarian. A Culinarian shall have one vote in any electoral
proceedings of the ACF MVCA and ½ vote one vote on any electoral proceedings of the national chapter of ACF. A Culinarian membership shall be subject to a lifetime limit of five
(d) Professional Culinarians. A Professional Culinarian shall be a person with
at least three years full-time employment in the culinary profession. A Professional
Culinarian shall have one vote in the election of national officers and at-large directors. This
membership category shall include all National Honorary and National Life Members,
provided that members voted to National Honorary Membership from the Professional
Culinarian Category shall retain their voting privileges and eligibility for office. Otherwise, a
National Honorary Member shall not have voting rights and shall not be eligible to hold
(e) Senior Professional Culinarians. A Senior Member shall be a person at
least 65 years of age, retired from employment and who shall have been an ACF
Professional Culinarian member for a minimum of ten (10) consecutive years at the time of
retirement. Regardless of age, a member with at least seven (7) years tenure in any
category who is permanently and totally disabled from culinary employment shall be eligible
for Life Senior Professional Culinarian membership. Senior Professional Culinarians shall
retain the rights and privileges of the membership category from which they retired, including the right (if any) to vote for national officers and at-large directors. Senior Culinarians cannot hold elected national office. This membership category shall include all Retired Disabled and Life Senior Chef members.
(f) Associate Member. An Associate Member shall be a representative of a
group, company or corporation providing products or services to the culinary profession.
Associate Members shall have no voting rights and cannot hold elected national office.
(g) Allied Member. An Allied Member shall be a person employed in a field
related to the culinary profession (such as dietetics, home economist, food stylist, etc.) who
does not qualify at any level of professional membership of the ACF. Additionally, any
person who wishes to support and promote the ACF and culinary profession may become an
Allied Member. Allied Members shall have no voting rights and cannot hold elected national
(h) Culinary Enthusiast Member. A Culinary Enthusiast Member shall be a
person of the general non-food professional community that has a passion for the culinary
arts. A Culinary Enthusiast Member shall have no voting privileges. A Culinary Enthusiast
Member cannot hold elected national office.
(i) Honorary Members. Honorary Members shall be nominated by the ACF MVCA President and unanimously approved by the Trustees of the ACF MVCA. Members voted to Honorary Membership from the Active or Life Senior Chef Culinarian category shall retain their voting privileges and eligibility for ACF MVCA office only. Otherwise they shall not have voting rights and shall not be eligible to hold office. They shall be exempt from dues. This category is not recognized by National ACF.
Section 3. Chapter Membership. No other membership categories shall be recognized by ACF MVCA. ACF MVCA members must maintain their chapter membership in order for their national membership to remain in good standing. This requirement shall not be construed to prevent members from transferring chapters.
Section 4. Membership Applications. All applications for ACF MVCA membership must be forwarded to the ACF national office for approval. In the event the ACF rejects an application, it shall also be deemed rejected for the purpose of local membership.
Section 5. Voting Rights and Other Membership Privileges and Benefits. Voting members may vote only in the election of ACF MVCA officers, Trustees, National Officers and Directors, and amendments to the ACF MVCA Constitution and by-laws. All other business requiring the vote of members is vested in the Trustees. ACF MVCA members shall be entitled to such other rights, privileges and benefits of membership as may be conferred by the Bylaws and/or Trustees. Their eligibility to hold office and serve on committees shall be governed by Articles IV-VI. . Members shall be placed on the chapter mailing list and receive notification of all meetings and functions, the ACF MVCA newsletter “En Papilotte”. They shall be entitled to such benefits of membership provided in these By-laws.
Section 6. Membership Obligations. As a condition of membership, all ACF members shall be bound and abide by the ACF By-laws, policies and procedures, as amended from time to time. This will include, without limitation, the Culinarians Code and the ACF rules governing Unethical Conduct, the procedure for joining the ACF and suspension of membership.
Section 7. Dues. Membership dues are payable to ACF and shall include the local dues. Dues are payable on the anniversary date of joining. To remain a member in good standing all dues must be paid.
The Board of Trustees
Section 1. Board of Trustees. The membership of the Board of Trustees shall be comprised of the following: the immediate past president and officers of the chapter, committee chairman appointed by the President or Board of Trustees and the past ACF MVCA “Chef of the Year”. The Board of Trustees shall consist of no more than ten (10) members. Each Trustee shall hold office until the next annual election and his successor shall have been elected and qualified. The immediate past president shall serve on the Board of Trustees for two (2) years following his term in office.
Section 2. Powers and Duties. The Board of Trustees shall be the representative body of the membership. The Board of Trustees shall have the following powers and duties:
- The Board of Trustees shall be vested with full voting rights as to any and all matters requiring action or approval of the membership.
- The Trustees shall approve the annual local budget.
- The Trustees shall set local membership dues.
Section 3. Annual and Special Meetings. A regular meeting of the Trustees is required each year month. A regular meeting of the Trustees may provide, by resolution, the time and place, either within or outside the State of Ohio, of additional regular meetings. Special meetings may be called by or at the request of the president or any two Trustees. All meetings must be called through the President. The President may fix any place for such meeting. Notice of any special meetings shall be given at least two days in advance by written notice delivered personally, mailed to the Trustee’s business address, or e-mailed to the Trustee’s listed e-mail address. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Trustees need be specified in the notice or waiver of notice of such meeting.
Section 4. Quorum and Voting. A majority of the Trustees fixed by Section 1 of Article IV shall constitute a quorum for the transaction of business at any meeting of the Trustees. If less than such majority is present at a meeting, a majority of the Trustees present may adjourn the meeting without further notice. An act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Trustees. Any action required or permitted to be taken by the Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Trustees. No member of the Trustees shall receive a salary or gratuities for their services. Any vacancy occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Trustees. A Trustee elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office. Any Trusteeship to be filled by election by the Trustees for a term of office continues only until the election of Trustees by the membership. Should, at any time, a Trustee be found derelict in his their duties, or should he be absent for three consecutive meetings without furnishing a valid excuse, his such office may be declared vacant.
Section 1. General. The officers of the ACF MVCA shall be the Immediate Past President, President, Vice President, Secretary, Treasurer, and Sergeant-at Arms. Except for the Immediate Past President, they shall be elected by the membership as provided in Article III, Section 5.
Section 2. Qualifications for Office. To hold office the offices of President and Vice President, a member must be in good standing and have been an active participating member of the ACF MVCA for a period of not less than two (2) years. Officership shall be limited to persons who are unquestionably qualified for the rating of Executive Chef, Chef de Cuisine or Pastry Chef, with five (5) or more years experience in the aforementioned positions. To hold the offices of Secretary, Treasurer, and Sergeant-at-Arms, a member must be in good standing have been a participating member of the ACF MVCA for a period of not less than one (1) year. Officership shall be limited to these membership categories: Student Culinarian, Culinarian, Professional Culinarian, and Senior Professional Culinarian, and Honorary Active or Life Senior Culinarian.
Section 3. Term of Office. The ACF MVCA officers shall be elected by the majority vote of members qualified to vote in accordance with the procedures set forth in Article VIII. Each officer shall serve a two-year term, beginning with the installation following the election and continuing until a successor is duly elected and installed in office. No officer shall serve more than two consecutive terms in the same office.
Section 4. Powers and Duties. In addition to any powers and duties conferred by the Bylaws, the officers shall have the customary powers and duties of their office, subject to such terms, conditions and limitations imposed by the Bylaws or the Trustees.
Section 5. President.
- The President shall be the Chief Executive Officer of The ACF MVCA.
- The President shall serve as the Chair of the Board of Trustees and as an ex-officio, non-voting member of all committees, except the Nominations & Elections committee and the Internal Audit Committee.
- The President shall preside at all general meetings and shall keep strict order and decorum.
- The President shall set the agenda for all general meetings and Trustees meetings.
- The President shall sign all orders and documents issued by the Secretary or Vice President.
- The President shall review and evaluate the work of all committees.
- The President shall have the power to adjourn all meetings in case of interruption.
- The President shall have the power to have anyone not conducting himself in a professional manner removed from the meeting by the Sergeant-at-Arms.
- The President shall cast the deciding vote in the event of a tie, except in the election of officers. In the event of a tie in the election of officers, an immediate run-off vote will be held.
- The President is responsible for the overall well being of the association, be it financial, social or organizational.
- The President shall present to the general membership information provided by the National ACF office and from affiliate chapters.
- The President, or duly appointed designee, shall attend the Northeast Regional and National ACF Conventions in order to represent the ACF-MVCA. The expenses shall be covered by the Chapter.
- In the event the office of President is vacated, the Vice President shall complete the unfinished term until the next election. Others may occupy the Presidency in order of Trustee rank.
Section 6. Vice President.
- The Vice-President shall attend all general meetings and Trustees meetings.
- The Vice-President shall preside over meetings in the absence of the President in case of death, inability to discharge his duties or at the request of the President due to prior commitment.
- The Vice-President shall be kept informed of the activities of the President and Committee chairpersons.
- By virtue of his office, the Vice-President shall be an ex-officio member of all committees.
- The Vice-President shares the overall responsibility of the ACF-MVCA with the President.
- Should the Vice-President assume the Presidency in mid-term, he shall finish the un-expired term until the regular election of officers.
- Should the Vice President be unable or unwilling to assume the Presidency, members of the Trustees, in order of rank, shall assume the presidency until the next election.
- The Vice-President shall, when possible, attend the Northeast Regional and National ACF Conventions in order to represent the ACF-MVCA. The expenses shall, as funding permits and approved by the Trustees, be covered by the Chapter.
Section 7. Secretary.
- The Secretary shall be responsible for keeping the records of the ACF-MVCA and the preparation of the minutes of all general and Trustee meetings.
- The Secretary shall attend all general meetings and Trustees meetings.
- The Secretary shall have minute records of each meeting available for each subsequent meeting.
- The Secretary shall provide the approved correspondence and communications received at the appropriate meeting(s).
- The Secretary shall issue letters of Appreciation to all Businesses and members who host general meetings and social affairs of the association on behalf of the association.
- The Secretary shall in conjunction with the President, and The National ACF office, keep a current roster of members, their addresses and telephone numbers. This roster shall be updated on a monthly basis. Copies of the roster should be made available to the membership on an annual basis.
- The Secretary shall forward copies of all meeting minutes to the association officers.
Section 8. Treasurer.
- The Treasurer shall oversee the financial affairs of the ACF MVCA.
- The Treasurer shall see to the timely preparation of annual financial reports and budgets for presentation to the Trustees and the membership.
- The Treasurer shall cooperate and coordinate with the Internal Audit Committee to assure that its audit functions are carried out in accordance with the Bylaws.
- The Treasurer shall attend all general membership and Trustees meetings.
- The Treasurer shall co-sign all association checks along with the President and assure that said bills are proper, accurate and paid on a timely basis.
- The Treasurer shall handle the timely collection of monies at all association meetings and social functions, as required.
- The Treasurer shall present the current financial statement to the Trustees and to the membership on a monthly basis.
- The Treasurer will insure that any expenditure in excess of Two Hundred Fifty Dollars ($250.00) has prior approval of the Trustees.
- The Treasurer shall keep a log of all “Chef of the Year” recipients and other award recipients and the cost incurred by the association in giving these awards.
- The Treasurer shall keep a log of all Scholarship Award recipients and the cost incurred by the association in giving these awards.
Section 9. Sergeant-at-Arms.
- The Sergeant-at-Arms shall attend all general membership and Trustees meetings.
- The Sergeant-at-Arms shall ensure the presence of the American Flag at all general meetings.
- The Sergeant-at-Arms shall be responsible for the proper storage of the association’s flags and any other properties of the association that may be used at meetings and affairs.
- The Sergeant-at-Arms shall call the general meeting to order at the locations and dates presented by the President and Trustees.
- The Sergeant-at-Arms shall be empowered to remove anyone from a meeting, at the direction of the President, who is conducting themselves in a manner unbecoming a professional.
- The Sergeant-at-Arms shall ensure that all general meetings are run in accordance with Roberts Rules of Order, Newly Revised, Latest Edition.
- The Sergeant-at-Arms shall assist the Treasurer in the collection of monies and aid the Treasurer in the securing of said monies.
- The Sergeant-at-Arms shall report to the Trustees any problems at the previous meeting or the loss of properties of the association.
Section 1. Standing Committees. The ACF MVCA shall have at least one standing committee.
- Internal Audit Committee. The Internal Audit Committee shall be responsible for conducting an internal audit of the ACF MVCA and programs. The purpose of the audit shall be to assure the accuracy of the financial reports, effective management and control of funds and assets, and compliance with applicable law. The Trustees shall adopt guidelines for the conduct of the audit consistent with these purposes. The Committee shall consist of two (2) senior members in good standing elected by the membership. The members shall serve for three (3) years. The Treasurer, together with two other Trustee appointed members shall also serve on the committee, serving terms concurrent with their respective elected office. The Committee shall conduct its audit annually not less than 30 days and not more than 60 days after the election of the new Officers. The committee shall furnish a copy of its report to the President and Trustees within 30 days of completion.
- Other Standing Committees. The ACF MVCA shall maintain the following Special Committees:
Nomination and Elections
Education and Certification
Bylaws and Resolutions
Section 2. General Rules. The following general rules and procedures apply to the Special Committees.
- Committee Chairs. The President shall nominate and the Trustees shall approve the Special Committee Chairs. Any ACF MVCA member in good standing with Active or Life Senior Professional Chef privileges shall be eligible to serve as Chair. The Chairs shall serve two-year terms. The Committee Chairs shall serve at the pleasure of the Trustees and may be dismissed by the Trustees without cause.
- Committee Members. Each Special Committee shall consist of at least one member appointed by the majority of the Trustees. The membership of the Special Committees shall consist of members in good standing. Associate and Allied members shall be eligible to serve only in an advisory capacity as non-voting members. Committee membership shall be selected by the Chairman. Committee members shall be subject to dismissal by the Trustees without cause.
- Duties. The Special Committee Chairs shall perform such duties as may be assigned by the President or Trustees.
Section 3. Nominations & Elections Committee. The Nominations and Election Committee shall facilitate the nomination process and supervise the election of officers. The Committee shall accept nominations from eligible members, verify the qualifications of the nominees and present the list of qualified nominees to the membership for vote. They shall tabulate the vote, certify the results and present the results to the President and membership.
Section 4. Bylaws and Resolution Committee. The Bylaws and Resolution Committee shall advise the Trustees and the President with regard to existing and proposed Bylaws and resolutions.
Section 5. Other Special Committees. The Culinary Competition, Education and Certification, and the Scholarship Committees shall have such duties and responsibility as may be assigned by the President and Trustees.
Section 6. Ad Hoc Committees. The Trustees may designate other committees, each of which shall consist of such persons and shall have such authority as is provided in the resolution designating the committee. The committee authority shall not exceed the authority described in Section 7 of this Article.
Section 7. Limitation of Authority. The Special and Ad Hoc Committees shall have such authority as these Bylaws and Trustees shall by resolution provide, except that no committee shall have authority as to the following matters:
- The submission to members of any action requiring members’ approval under the law.
- The filling of vacancies in the Trustees or in any committee.
- The amendment or repeal of the Bylaws or the adoption of new Bylaws.
- The amendment or repeal of any resolution of the Trustees, which by its terms, shall not be so amendable or repealable.
- The removal of any officer or member.
- The amendment or restatement of the Certificate of Incorporation.
- The adoption of a plan of merger or consolidation with another corporation. The authorization of a voluntary dissolution of the Corporation or revocation or proceedings therefore.
- The forgoing limits on the authority of the Special and Ad Hoc Committees shall not prevent them from acting in an advisory capacity to the Trustees and the President.
Dissolution of the Chapter
Section 1. In the case of the dissolution of the ACF MVCA, any funds remaining after payment of all outstanding debts shall be donated to an approved local area culinary school to be used toward the education of future culinarians.
Section 2. The ACF MVCA cannot be disbanded or dissolved as long as twelve (12) members in good standing are willing to continue. The aforementioned members must be “active” members as written in the Bylaws.
Section 1. There are three types of meetings:
- General Membership- The most formal meeting with the least discussion.
- Board of Trustees- A semi-formal meeting with more discussion.
- Committee- An open discussion with occasional formalities.
Section 2. Order of General Membership Meeting. The chapter meetings shall proceed in the following manner:
- A training or educational seminar of approximately 30 minutes.
- Call to Order and recitation of the Culinarian’s Code.
- Introduction of Guests and New Members
- Reading of minutes of the last meeting
- Report of the Treasurer
- Pledge of New members
- Reports from committees
- Reports from ACF National or Regional
- Unfinished business
- New Business
- Adjourn meeting
- Social period
Section 3. Monthly Membership Meetings. Monthly membership meetings will be held on the first Monday of each month, unless the first Monday is a Holiday (i.e., New Years, ). Meetings will be held in the Months of September, October, November, January, February, March, April and May. There will be no meetings in December, June, July or August. A Family Outing will be held in June, July or August. Meeting time and place will be determined by the Trustees and announced to the membership.
Section 4. Trustees shall routinely meet at least one week prior to the scheduled monthly Membership meeting at a time and place agreed upon.
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 advancement.
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 a fellow colleague with careful regard of 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 themselves to risks, which I would not be willing to assume myself.
I shall help 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 my own.
I shall be too big for worry, too noble for anger, too strong for fear and too happy to permit pressure of business to hurt anyone, within or without the profession,
-Adopted by the ACF at its convention in Las Vegas, July 26, 2001
The code of ethics, or rules and professional conduct for guidance of the membership is set forth in Article IX, The Culinarians’ Code.
Section 1. The fiscal year of the ACF MVCA shall begin on the first day of January and end on the 31st day of December each year.
Section 1. Any member with Active or Life Senior Chef privileges may propose an amendment to the Bylaws in accordance with policies and procedures established by the Bylaws and Resolutions Committee and approved by the Trustees. The proposed amendment shall require an affirmative two-thirds vote of the members present and voting for adoption.
Section 1. Robert’s Rules of Order, Newly Revised Latest Edition shall be the authority governing all matters of procedure not otherwise provided in this constitution and bylaws, or standing rules.
Section 1. All Bylaws, rules, procedures and requirements heretofore adopted that are in conflict herewith or are in conflict with the ACF National Constitution and Bylaws are hereby to be of no force and effect.
Section 2. The constitution and Bylaws revised by the appointed Bylaws Committee consisting of Tom Elliott, Tom Abner, Chris Bates, Bill Clark, Doug Corcoran, Jerry Kraushaar, Denise Schaefer, Johnny Clark, Doug Zuelke, Bob Green, and Edward Gozdowski Kevin Wisniewski.
Section 3. This Constitution and These By-laws shall become effective upon adoption and shall remain in effect until amended according to Article XII.
A vote of the membership has approved this revision.
Signed this 6th day of January 2003, 5th day of May 2008, at Toledo, Ohio.
__/s/___Ed Gozdowski Johnny Clark, CEC_______ President
__/s/___Denise Schaefer, CEC,CCE_ Doug Corcoran, CC, CIC, CDM, CFPP Vice-President
__/s/___Tom Elliott, CEC_________ Doug Zuelke, Secretary
__/s/___Doug Corcoran, CC, CIC, CDM, CFPP_Steven Joyce CSC Treasurer
__/s/___Chris Bates_______________Mark Kinsey, Sergeant-at-Arms