FCSI Bylaws :: Foodservice Consultants Society International ::

THE AMERICAS SUPER REGIONALS

FCSI Bylaws

Effective September 27, 2002

Amended November 1, 2006

BYLAWS

FOODSERVICE CONSULTANTS SOCIETY INTERNATIONAL, INC.

ARTICLE I

NAME

The name of the corporation shall be Foodservice Consultants Society International, Inc. (the “Society”).

ARTICLE II

PURPOSES

Section 1. Purposes. The purposes of the Society are the purposes set forth in the Society’s Articles of Incorporation. In furtherance of the Society’s purposes, the Society shall promote professionalism in foodservice and hospitality consulting to the benefit of Society members, their clients and the foodservice and hospitality industry.

Section 2. Rules. The following rules shall conclusively bind the Society and all persons acting for or on behalf of it:

a. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Notwithstanding the foregoing, the Society shall not pay its officers or directors fees for performing services on behalf of the Society.

b. The Society shall be dissolved upon the affirmative vote of two-thirds (2/3) of the voting membership at a meeting at which there is a quorum. As provided in these Bylaws, the membership vote may be conducted by mail ballot. Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) and Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and as the Board of Directors shall determine.

ARTICLE III

MEMBERS

Section 1. Classes of Members. The Society shall have four primary classes of members: Consultant Members, Allied Members, Affiliate Members and Student Members.

A. Consultant Members. The Society shall have two categories of Consultant Members: Individual Members and Consulting Firm Members. All Consultant Members shall abide by the Consultant Member Code of Conduct.

a. Individual Consultant Members. Individual Consultant membership, with the exception of Emeritus and Student Members, is limited to individuals whose main employment is in a capacity typically associated with consulting activities.

Consultant qualifications, rights, and privileges for each individual consultant membership classification are as follows:

i. Professional Member

Qualifications

a. Shall demonstrate a high level of competence in and knowledge of the following:

-The Foodservice and Hospitality Industry

-Consulting Assignment Management

-Professional Specialism

-Business Management

-FCSI Code of Conduct

The Board of Directors shall from time to time, and following consultation with Consultant Members, determine and publish what constitutes these competency and knowledge requirements and standards.

b. not used

c. not used

d. not used

e. Shall fulfill continuing professional growth requirements, as set forth by the Board of Examiners and approved by the Board of Directors.

f. Shall comply with the FCSI Code of Conduct.

Rights and Privileges

a. Professional Members shall have the right to use the initials “FCSI” after their name.

b. Professional Members shall have the right to vote on issues requiring a membership vote.

c. Professional Members shall have the right to serve as an Officer and Director.

ii. Senior Associate Member

Qualifications

a. Shall demonstrate the required level of competence in and knowledge of the following

-The Foodservice and Hospitality Industry

-Consulting assignment management

-Professional Specialism

-Business Management

-FCSI Code of Conduct

The Board of Directors shall from time to time, and following consultation with Consultant Members, determine and publish what constitutes these competency and knowledge requirements and standards.

b. not used

c. not used

d. not used

e. Shall comply with the FCSI Code of Conduct.

Rights and Privileges

Senior Associate Members shall have the right to vote on issues requiring a membership vote. They shall not have the right to serve as an Officer or Director.

iii. Associate Member

Qualifications

Currently employed in a capacity that can serve as partial qualification for more advanced membership. Shall comply with the FCSI Code of Conduct.

Rights and Privileges

Associate Members may not vote or serve as an Officer or Director.

iv. Emeritus Member

Qualifications

Professional Member who has retired from active practice and no longer is involved, in any way, in the sale of projects through his or her personal intervention. An Emeritus Member may not solicit business, or in any way attend presentations in the active pursuit of commissions for himself/herself or any firm.

Rights and Privileges

Emeritus Members may use the designation “FCSI Emeritus.” They shall not have the right to vote or serve as an Officer or Director.

b. Consulting Firm Members

Consulting Firm membership is only available to those organizations that practice consulting as a significant line of business and are totally independent of any equipment or other supply or facilities operation or management organization. A Consulting Firm Member must be owned by or employ in a senior management position at least one Professional Consultant Member and as a firm must carry out its business in line with the FCSI Code of Conduct.

Rights and Privileges

a. Only Consulting Firm Members may use the FCSI logo on their published materials; and

b. May incorporate the following wording in their published materials “A consulting firm regulated by FCSI and subscribing to the FCSI Code of Conduct”; and

c. Only Consulting Firm Members may be listed in Society publications aimed at clients.

d. Consulting Firm Members may not vote.

B. Allied Members There shall be two categories of Allied Member: Individual and Corporate Member. Allied membership classes are available to companies and individuals that are in foodservice/hospitality related businesses and that express an interest in the issues, information and associations common to the foodservice/hospitality consulting field. Allied Members may not vote. Allied Members may serve as a Director but not as an Officer.

i. Corporate Member

Qualifications

Must be allied with the Foodservice/Hospitality Industry and evidence a desire to affiliate with FCSI in its stated objectives.

Corporate Members may designate two individuals as the Corporate Member Representatives.

ii. Individual Member

Qualifications

Individual Members must be allied with the Foodservice/Hospitality Industry and evidence a desire to affiliate with FCSI in its stated objectives.

C. Affiliate Members. Affiliate membership is available to companies and individuals that operate, manage or provide professional services or education relating to the management of foodservice or hospitality facilities. Affiliate Members shall not have the right to vote or serve as an Officer.

D. Student Members. Student membership is available to students attending an accredited institution of higher learning and enrolled in a foodservice or hospitality related course of study. Student Members shall not have the right to vote or serve as an Officer or Director.

Section 2. Admission, Reclassification and Reinstatement

1. The Board of Directors shall adopt policies and procedures regarding the admission, reclassification and reinstatement of members.

Section 3. Resignation Any member may resign by filing a written resignation with the Secretary/Treasurer.

Section 4. Termination

1. Termination of membership may be effected:

a. By acceptance of resignation submitted by the member.

b. By the Society for:

(1) Nonpayment of dues or assessments after notice as provided in the dues and assessments policy adopted by the Board of Directors.

(2) Conduct contrary to the Bylaws or Code of Conduct of the Society, after review and vote by two-thirds (2/3) majority of the Board of Directors present at a meeting at which there is a quorum.

2. Any member whose expulsion is proposed shall be entitled to receive a written statement of reason or reasons for the proposed expulsion and written notice of the date, time and place of a hearing before the Board of Directors. At that hearing, the member shall be entitled, either in person or by counsel, to present evidence and to cross-examine witnesses.

ARTICLE IV

MEETINGS OF MEMBERS

The Society desires to be a worldwide organization that reflects the views of its worldwide constituency. It encourages all members to attend its meetings and desires that all voting members exercise their right to vote whether in person or, if they cannot attend a meeting, through the proxy process.

Section 1. Annual Meeting. An annual meeting of the members shall be held at such time and place as the Board of Directors may determine for the purpose of transacting such business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President, by the Board of Directors, or by not less than one-half (1/2) of the members having voting rights.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. The President or members calling special meetings pursuant to Article IV, Section 2, may designate the place of such special meeting.

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be given to each member entitled to vote at such meeting at least sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary/Treasurer, or the persons calling the meeting.

In the case of a special meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the mail addressed to the member at his or her address as it appears on the records of the Society, with postage thereon prepaid. If notice is given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. If notice is given by electronic mail, such notice shall be deemed delivered when sent. Any member may waive notice of any meeting.

Section 5. Informal Action by Members. Any action required to be taken at a meeting of the members of the Society, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (i) by all of the members entitled to vote with respect to the subject matter thereof, or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or to take action at a meeting at which all members entitled to vote thereon are present and voting.

Section 6. Quorum and Manner of Acting. The members holding at least ten percent (10%) of the votes, which may be cast in person or by proxy at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on a matter shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 7. Mail Ballot. Any membership vote required by these Bylaws, the Articles of Incorporation or by law may be conducted via a mail ballot, provided that at least ten percent (10%) of the voting membership returns a ballot. If at least ten percent (10%) of the voting members return a mail ballot, the affirmative vote of a majority of the ballots returned shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws. Notice of mail ballot shall be given pursuant to Article IV, Section 4.

Section 8. Proxies. At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

ARTICLE V

SUBSIDIARY ORGANIZATIONS

The Society desires to establish a worldwide network for its members while maintaining local involvement. All members of the Society are a part of the worldwide network. The Society encourages members residing in defined geographical areas to organize themselves as a local subsidiary organization.

Section 1. The Society shall have two types of subsidiary organizations: Divisions and Local Units.

A. Divisions.

1. The formation of a Division must be approved by a 2/3rds vote of the Society’s Directors. The Board of Directors has previously approved a European Division, a North American Division, An Asia Pacific Division and may approve others as are consistent with these Bylaws. Any group of Professional Members having a geographical nexus may apply to be a Division of the Society. Divisions may be separately incorporated or may be established as an operational unit of the Society, at the option of the FCSI Board of Directors. Divisions shall have governing documents consistent with the Society’s Articles of Incorporation and Bylaws. All members of a Division must be members of the Society. All FCSI members residing in Division will automatically be members of such Division. Each Division which is separately incorporated shall enter into a Division Affiliation Agreement with the Society. The Society’s Board of Directors shall adopt policies and procedures regarding the operation of Divisions.

2. By affirmative vote of two-thirds (2/3) of the Board of Directors at a meeting at which there is a quorum present, the Board of Directors may withdraw the recognition of a Division.

B. Local Units

The Board of Directors of the Society or of a separately incorporated Division may grant Local Unit charters to organized groups of Professional Members of the Society who reside in the same geographical area. Local Unit charters shall be granted pursuant to guidelines adopted from time to time by the Board of Directors. All Local Unit members must be members of the Society. All FCSI members residing in a Local Unit will automatically be members of such Local Unit. Each Local Unit shall enter into a Local Unit Affiliation Agreement with the Society and the Division (only if a Division granted the Local Unit its charter). The Society’s Board of Directors shall adopt policies and procedures (consistent with the Affiliation Agreement) regarding the operation of Local Units.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Society shall be governed by its Board of Directors.

Section 2. Composition, Tenure, and Qualifications. The number of directors shall be seven (7). The seven (7) directors shall include the President, the Secretary/Treasurer, the Immediate Past President, two (2) Directors appointed by the North American Division, one (1) Director appointed by the European Division and one (1) Director appointed by the Asia Pacific Division. The non-officer directors shall be elected or, in the case of Divisions, appointed for two-year terms commencing at the Fall meeting of the Board of Directors. Divisions shall notify the Board of their appointments to the Board at least sixty (60) days prior to such appointment. Each Director shall hold office until his or her successor has been duly elected or appointed and has qualified.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held each year at such time and at such place as may be designated by resolution by the Board of Directors without other notice than this Bylaw and such resolution. The Board of Directors may provide by resolution the time and place, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or the majority of directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.

Section 5. Notice. Notice of any regular meeting of the Board of Directors shall be given at least thirty (30) days previously thereto by written notice delivered personally or sent by facsimile transmission or electronic mail to each Director. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previously thereto by written notice delivered personally or sent by postal mail, facsimile transmission or electronic mail to each Director. If notice is given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. If notice is given by electronic mail, notice shall be deemed to be delivered upon confirmation of the receipt of the transmission of the electronic mail. Any Director may waive notice of any meeting.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of a majority of the Directors present 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.

Section 8. Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A vacancy in a Division Director position shall be filled by the group so appointing such Director. A Director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 10. Compensation. Directors shall not receive any salaries for their services as such, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided, that nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation therefore.

Section 11. Attendance by Communications Equipment. Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 12. Removal. The Board of Directors may remove any Director for cause upon a majority vote of the remaining Directors at a meeting at which there is a quorum, provided such Director is given notice and an opportunity to be heard at or prior to the meeting at which the removal shall be voted upon. A Director may be removed for no cause by the majority vote of the voting members appointing or electing such Director.

ARTICLE VII

OFFICERS

Section 1. Officers. The officers of the Society shall be a President, a Secretary/Treasurer and an Immediate Past President. Officers shall be ex-officio voting members of the Board of Directors.

Section 2. Election and Term of Office. The Officers shall serve a two-year term and shall be elected by the Board of Directors from the Board of Directors at the director meeting immediately preceding the Annual Meeting. The Officers shall serve until their successors have been duly elected and have qualified. Vacancies may be filled or new offices created and filled at any meeting of the Directors.

Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Society would be served thereby.

Section 4. Vacancies. The President shall fill a vacancy in any office (other than the office of Secretary/Treasurer), because of death, resignation, removal, disqualification or otherwise for the unexpired portion of the term. The Board of Directors shall fill a vacancy of the office of Secretary/Treasurer. Vacancies shall be filled with a person then serving on the Board of Directors.

Section 5. President. The President shall be the Chief Executive Officer of the Society and shall in general supervise and control all of the affairs of the Society. He or she shall preside at all meetings of the Board of Directors and shall be the Chairman of the Board of Directors. He or she may sign, with the Secretary/Treasurer or any other proper officer of the Society authorized by the Board of Directors, any deeds, mortgages contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Society; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President is exclusively a Society officer and may not hold any position as an officer or director or trustee or similar position in any subsidiary organization.

Section 6. Secretary/Treasurer. The Secretary/Treasurer shall be the custodian of the Society’s books, records and meeting minutes, and shall also have charge of and exercise general supervision over the financial affairs, records and books of account of the Society. The Secretary/Treasurer’s duties shall include: The preparation, and obtaining Board approval of an annual budget for the Society, making a written report to the membership at each Annual Meeting of the Society, and make a written report periodically to the Board of Directors, which reports shall set forth the financial condition of the Society, the state of its budget and appropriations at the date of this report, and its income and expenditures for the period of the report, and the Secretary/Treasurer’s recommendations on matters relating to the finances of this Society.

The Secretary/Treasurer shall in general perform all the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 7. Immediate Past President. The Immediate Past President shall perform such duties as assigned by the Board of Directors or by the President from time to time.

ARTICLE VIII

COMMITTEES

The Society shall have such committees the composition and duties of which shall be determined by the Board of Directors.

ARTICLE IX

BUSINESS MANAGEMENT

The Board may from time to time retain a non-member business manager who shall be responsible for such administrative functions as the Board of Directors may authorize.

ARTICLE X

FISCAL AND FINANCIAL AFFAIRS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.

Section 2. Accounting Procedures. The accounting procedures shall be recorded and reported using the accrual method of accounting.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer and countersigned by the President of the Society.

Section 4. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Audits. The Board shall be vested with the authority to employ a certified public accountant to make a financial audit if deemed desirable.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Society shall be determined by the Board of Directors.

ARTICLE XII

BOOKS AND RECORDS

The Society shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE XIII

FEES, DUES & ASSESSMENTS

Dues shall be established annually the Board of Directors.

Assessments may be levied against Professional and Senior Associate Members by a two-thirds (2/3) vote of the Board of Directors voting at a meeting at which there is a quorum. Assessments shall not be levied against other members.

ARTICLE XIV

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Directors present at any regular meeting or at any special meeting of the Board at which there is a quorum, provided that at least fourteen (14) days’ written notice is given of intention to alter, amend, or repeal and to adopt new Bylaws at such meeting, and provided further, that any such alteration, amendment, repeal or adoption is approved by a two thirds (2/3) vote at a subsequent meeting of the voting members, who shall be given at least thirty (30) days’ prior written notice of such proposed alteration, amendment, repeal or adoption. Members may vote on any Bylaws alteration, amendment, adoption or repeal at a regular or special meeting using proxy voting or via mail ballot.

Proposals to alter, amend, adopt or repeal Bylaws may be made by any member in line with the procedures above. If the Board does not approve the proposed amendment, the Secretary/Treasurer must advise the author of any such proposal of the ruling of the Board within thirty (30) days of the ruling. Thereafter, twenty per cent (20%) of the voting membership may petition the Secretary/Treasurer, in writing, to put the proposal to the voting membership at the next meeting.

ARTICLE XV</