BY-LAWS of the

BYLAWS of the

PHILADELPHIA REGIONAL SECTION,

INSTITUTE OF FOOD TECHNOLOGISTS

Article I • Name, Headquarters and Territory

Section 1. Name

The name of this organization shall be the Philadelphia Regional Section, a subsidiary organization of the Institute of Food Technologists. Hereinafter, these shall be referred to as "SECTION" and "INSTITUTE", respectively. In the event of any conflict between the bylaws of this SECTION and the Constitution and Bylaws of the INSTITUTE, the latter shall prevail.

Section 2. Territory

The territory of the SECTION shall include the following 08000-08499, 08700-08799, 18000-18199, 18300-18599, 18900-19499, 19700-19899.

Article II -Purpose and Objectives

The purpose and objectives of this SECTION shall be:

a. To promote interest in the field of Food Science and Technology;

b. To encourage and provide the means for discussing and disseminating technical and other information relating to the production, processing, packaging, distribution, preparation, evaluation, and utilization of food;

c. To advance the profession of Food Science and Technology by promoting the maintenance of high professional standards among its members; and

d. To provide cooperative relations between food industry members and the faculties and students of educational institutions within the SECTION area that give Food Science and Technology and related courses.

Article III • Membership

Section 1. Classes of Members

a. Any person who is a Member, Professional Member, or who holds Emeritus status in the INSTITUTE may become a Regional Member.

b. Any person who is active in any aspect of the food industry or related industries, or who is retired, and is not a member of the INSTITUTE, may become a Regional Associate.

c. Any person who is matriculating in an educational institution as a full-time student or who is a Student Member of the INSTITUTE, may become a Student Member of the SECTION.

d. Persons who have retired from professional life in a remunerative capacity and who have been members of the INSTITUTE for ten (10) years and/or Regional Members or Regional Associates of this SECTION or another REGIONAL SECTION for a total of at least (15) years may become Emeritus Members or Emeritus Associates, upon recommendation and election by the Executive Committee. Emeritus Members and Emeritus Associates hold all the privileges described by their previous classification, i.e., Regional Member or Regional Associate.

Section 2. Limitations

The number of Regional Associates, excluding retired Regional Associates and all Student Members, shall be limited to twenty-five percent (25%) of the total membership of the SECTION.

Section 3. Industrial Associates

Any company that wishes to help support the objectives of the SECTION may become an Industrial Associate of the SECTION upon application to the Secretary, approval by the Executive Committee, and receipt of an annual contribution as established by the Executive Committee.

Section 4. Privileges

All members may participate in the activities of the SECTION, but only Regional Members are qualified to vote, hold office, be elected as members of the SECTION Executive Committee, and serve as committee Chairs. SECTION Officers, Directors and committee chairs must be current, active IFT members in good standing during her/his entire term of office.

Section 5. Dues

a. The SECTION Executive Committee shall establish the dues structure for the next year at the time it approves the annual budget for the SECTION.

b. Changes in the annual dues for the membership classes and contributions for Industrial Associates shall be recommended by the SECTION Executive Committee and approved by majority vote of the Regional Members by secret ballot.

c. Emeritus Regional Members and retired Regional Associates shall be exempt from paying SECTION dues.

Article IV • Officers and Other Elected Representatives

Section 1. Officers

The officers of the SECTION shall be: Chair, Chair-Elect, Secretary, and Treasurer. The officers shall be responsible for administering and executing the activities of the SECTION within the framework of the policies established by the SECTION Executive Committee.

Section 2. Eligibility

a. No individual may hold more than one elected position at a time.

Section 3. Terms of Office

a. The terms of the SECTION Officers shall be one year beginning on September 1 following the election, or until their successors qualify.

b. The terms of the Members-at-Large of the SECTION Executive Committee shall be three (3) years.

c. The Chair, Chair-Elect, and Members-at-Large shall be limited to one (1) consecutive term.

d. The Secretary and Treasurer shall be limited to three (3) consecutive terms.

Section 4. Duties

a. The Chair shall be the Chief Elected Officer of the SECTION. The Chair shall:

1) preside at all meetings of the SECTION and the SECTION Executive Committee;

2) appoint, with the approval of the SECTION Executive Committee, all committees, designate the Chair of each, and fill any vacancies occurring therein;

3) perform other duties which are associated with the office of Chair as assigned in these bylaws or by the SECTION Executive Committee;

4) appoint, upon recommendation of the Student Affairs Committee, a Student Member to the SECTION Executive Committee, Student Members-at-Large to the Student Affairs Committee, and Student Members to other committees.

b. The Chair-Elect shall:

1) serve ex officio, as Chair of the Program Committee;

2) perform such other duties as the Chair may delegate;

3) perform the duties of the Chair in the event of the Chair's absence; and

4) succeed immediately to the office of Chair in the event of the Chair's resignation, disability or death.

c. The Secretary shall:

1) keep a record of the proceedings of the SECTION;

2) record and distribute the minutes of the meetings of the SECTION Executive Committee;

3) distribute notices of regular meetings and/or newsletters 21 days prior to each meeting;

4) maintain an accurate membership roster of the SECTION;

5) prepare ballots for election of officers and Members-at-Large or for proposed amendments to the bylaws; submit ballot to National IFT for approval, transmit said ballots only to Regional Members of the SECTION, and receive said ballots for transmittal to the Executive Committee;

6) notify the Director of Membership of the INSTITUTE of the results of the election of new officers by April 1;

7) forward approved amendments of these bylaws to the Director of Membership of the INSTITUTE for approval;

8) provide the Director of Membership of the INSTITUTE with an up-to-date copy of the bylaws of the SECTION when amendments are made;

9) serve as official liaison between the SECTION and the INSTITUTE in all administrative matters; and

10) prepare an Annual Report of the SECTION activities on forms supplied by the INSTITUTE and submit this report to the Director of Membership of the INSTITUTE by August 31 each year.

d. The Treasurer shall:

1) have charge of all funds of the SECTION, which shall be deposited in an account(s) approved by the SECTION Executive Committee;

2) collect all monies due the SECTION including membership dues and monies collected at SECTION meetings;

3) make all disbursements as approved by the SECTION Executive Committee. Copies of all bills and receipts for disbursements should be maintained by the Treasurer;

4) submit a report of all financial transactions and the financial condition of the SECTION to the members of the SECTION Executive Committee at each meeting of the SECTION Executive Committee;

5) obtain a fidelity bond, the cost of which shall be borne by the SECTION, when required by the SECTION Executive Committee;

6) prepare an Annual Financial Report and turn it and the records over to the Auditing Committee upon completion of the governance year;

7) assure that the proper paperwork has been completed, including bank resolutions and signature cards, when new officers take office;

8) annually file Form 990 with the Internal Revenue Service within five and one-half (5 1/2) months after the end of the SECTION's fiscal year end. If the SECTION's annual income is less than $25,000 Form 990 should still be filed; however, only the first paragraph needs to be filled out;

9) file the required Annual State Not-for-Profit reports as applicable;

10) ensure that sufficient funds be carried forward each year as operating funds for the new fiscal year; and

11) within sixty (60) days after the close of the fiscal year, submit a financial report to the INSTITUTE on forms provided by the Director of Membership.

Section 5. Limitation of Liability

No SECTION Executive Committee member or officer shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of their office except as dictated by law.

Article V • SECTION Executive Committee

Section 1. Composition

The SECTION Executive Committee shall be comprised of the officers, the immediate past Chair, and two (2) Members-at-Large elected by the membership eligible to vote. One Student Member representative may be appointed as a voting member. Committee Chairs should be invited to attend meetings of the SECTION Executive Committee and may or may not have voting privileges as determined by the SECTION Executive Committee or as specified elsewhere in these SECTION bylaws.

Section 2. Duties

The SECTION Executive Committee shall:

a. establish the policies and develop the activities necessary to meet the objectives of the SECTION;

b. develop and approve an Annual Budget based on its planned program of activities for the year, at the first meeting; and

c. fill any vacancy occurring among the officers or its own membership for the balance of the governance year, except for the office of Chair.

Section 3. Meetings

The SECTION Executive Committee may schedule meetings prior to each SECTION meeting, but must schedule a minimum of three (3) meetings annually. Additional meetings may be held upon call of the Chair, or by three (3) other members of the committee, with adequate notice.

Section 4. Quorum

A quorum of the SECTION Executive Committee shall be not less than thirty percent (30%) of the voting members, of which the Chair or Chair-Elect must be present.

Section 5. Non-performance

The SECTION Executive Committee may ask an officer or committee Chair to resign if that person is not properly or adequately conducting the duties of the position for four (4) months. In addition, the SECTION Executive Committee may ask a Member-at-Large to resign if that person misses more than two (2) SECTION Executive Committee meetings in one year. A two-thirds (2/3) vote of the SECTION Executive Committee is required to follow through on a charge of non-performance. The SECTION Executive Committee shall then fill any vacancies created by these actions. The individual may request the SECTION Executive Committee to appoint an ad hoc Appeals Committee to review the case and bring it before the general membership for consideration.

Section 6. Vacancies

Any vacancy occurring on the SECTION Executive Committee shall be filled by appointment of the SECTION Executive Committee. A SECTION Executive Committee member or officer appointed to fill a vacancy by the SECTION Executive Committee shall serve for the unexpired term of their predecessor, except for the Chair-Elect. The Chair-Elect must be elected to the position of Chair but may run on the ballot unopposed.

Article VI -Committees

Section 1 Committees

(a) Audit Committee

1. Composition

The Philadelphia Region Executive Committee shall appoint three to five (3-5) members (who are not members of the Executive Committee) to serve on the committee, one of whom shall be designated as the chair. The Treasurer, Chair Elect, and the Secretary of the SECTION shall also serve on the committee as ex-officio, non-voting members.

2. Terms of Service

Appointees shall serve one non-renewable three (3) year term.

3. Role and Responsibilities

The Audit Committee’s responsibilities shall be to provide independent oversight into the SECTION’s accounting and financial reporting and oversee the annual audit.

(b) Finance Committee

1. Composition

The Committee shall consist of the Treasurer (chair), four (4) appointees with non-renewable three (3) year terms.

2. Terms of Service

Appointees shall serve one non-renewable three (3) year term.

3. Role and Responsibilities

a. Review and monitor the SECTION’s financial condition

b. Make recommendations to the Executive Committee regarding the SECTION’s finances

c. Review and/or modify financial and investment policies

d. Ensure that financial performance benchmarks support the SECTION’s strategic plan

1. Composition

The Committee on Nominations and Elections shall be composed of the Philadelphia Region Executive Committee, and the Immediate Past Chair upon completion of his/her three year term.

2. Terms of Service

The terms of committee members shall be for three (3) years. Three (3) members shall be elected each year. Each member shall be limited to two (2) successive terms on the Committee.

A vacancy on the committee shall be filled by the runner-up from the original election as soon as possible after the vacancy occurs. In the event that the runner-up is no longer available to fill the office, the Philadelphia Region Executive Committee shall reconvene and select two new nominees as soon as possible.

3. Role and Responsibilities

a. Solicit candidates, certify qualifications, and select nominees for the Philadelphia Region Executive Committee and transmit the names of nominees to the Past Chair

b. Secure written confirmation of willingness to serve from all candidates presented for balloting

c. Supervise all SECTION elections

Article VII • Meetings

Section 1. SECTION Meetings

The SECTION Executive Committee shall schedule regular meetings of the SECTION, preferably no less than three (3) times per year. It shall determine in advance the time and place for each meeting. It may call special meetings, as needed, upon written notice to the members at least ten (10) days prior to the meeting.

Section 2. Quorum

A quorum to conduct business shall consist of those Regional Members present and voting at a regularly scheduled meeting. A quorum to conduct business shall be 10 percent of the Regional Membership.

Article VIII • Operating Periods

Section 1. Administration

The governance year of the SECTION shall be from September 1 of one calendar year through August 31 of the succeeding year. The governance year covers the terms of the officers and committees and the meeting programs.

Section 2. Dues Year

The period covered by the dues of all classes of members and by the fees of Industrial Associates shall be the calendar year January 1 through December 31 annually. Members in arrears over sixty (60) days shall be dropped from the official rolls of the SECTION.

Section 3. Fiscal Year

The fiscal year of the SECTION shall be from September 1 of one calendar year through August 31 of the succeeding year.

Article IX • Dissolution

Section 1. SECTION Option

In the event of voluntary dissolution of this SECTION, or revocation of its charter by the INSTITUTE Board of Directors, and after the discharge of all of its debts and obligations, any remaining funds and property of the SECTION shall be conveyed either to the INSTITUTE, the INSTITUTE Foundation, or to such other not-for-profit educational, scientific or charitable organization(s) as the SECTION Executive Committee may determine. Said conveyance shall be made within sixty (60) days after the SECTION'S debts and obligations have been discharged and the Director of Membership of the INSTITUTE shall be notified in writing of said action, immediately upon its completion.

Section 2. Mandatory Conveyance

In the event that the SECTION Executive Committee is unable to agree upon an eligible recipient organization(s) within the sixty (60) day period, the remaining funds and property of the SECTION shall be conveyed to the INSTITUTE Foundation for its general purposes.

Section 3. Eligibility

Any organization, including the INSTITUTE, to which the remaining funds and property of the SECTION are to be conveyed must be exempt under the provisions of Section 501 (c) (3) [or 501 (c)(6)] of the Internal Revenue Code of 1954, as amended, or under any successors to the Sections of the Code, as they may be in effect at the time of conveyance.

Article X • Amendments

Section 1. Proposals

Amendments to these bylaws may be proposed either by action of the SECTION Executive Committee or by petition of five (5) Regional Members to the Secretary.

Section 2. Procedures

a. The Secretary shall forward written copies of proposed amendments to the Director of Membership of the INSTITUTE for approval. Amendments not approved may be appealed to the INSTITUTE Board of Directors.

b. When approval is received from the INSTITUTE, the Secretary shall announce all proposed amendments at a regular meeting of the SECTION. Written copies of the amendments along with ballots shall be transmitted only to the Regional Members, with any explanations pro or con that the SECTION Executive Committee deems necessary.

Section 3. Adoption

A two-thirds (2/3) or more vote by the Regional Members voting on a proposed amendment shall be necessary for approval.