DIVISION AFFILIATION AGREEMENT
This affiliation agreement is made this 11th day of September, 1993, by and between the Foodservice Consultants Society International, a Maryland non-profit corporation (hereinafter referred to as “FCSI”) and Foodservice Consultants Society International (Europe), a non-profit organization incorporated on October 7, 1991 and November 6, 1991, under Swiss law and domiciled at SV-Service, Neumunsterallee 1, 8032 Zurich/Switzerland (hereinafter referred to as “the Division”)
WHEREAS, FCSI wishes to establish Divisions in major geographic areas where sufficient members are located to benefit from the tighter focus of a local structure. This may include the desirability of the conformation of FCSI reflecting the organization of Political, Economic, Client and/or Industry bodies in similar geographic areas,
WHEREAS such sufficiency is generally defined as a country or countries where the number of voting members is 10% or more of the total Voting Membership of the Society at large,
WHEREAS the membership in Europe having for some time been of said sufficiency and FCSI having demonstrated the benefits to existing members in Europe of the proposals for Divisional status,
WHEREAS, the Division was incorporated as a non-profit corporation with the purpose and the intent to pursue the aims and the goals of FCSI as a separate legal entity,
WHEREAS, FCSI and the Division wish to set forth herein certain of their understanding and agreements pertaining to the granting of rights and responsibilities,
NOW THEREFORE, in consideration of the foregoing and of other mutual promises and agreements hereinafter set forth, FCSI and the Division hereby agree as follows:
1. DIVISION MISSION STATEMENT
A. The Division’s mission statement shall incorporate FCSI’s mission statement and not be at variance with the aspirations contained therein.
B. Further, the purpose of the Division is to provide more convenient avenues for individual members to benefit through increased involvement in the organization.
2. AFFILIATION STANDARDS
A.i The Division expressly acknowledges the objectives of FCSI as set forth in the Division’s Constitution and By-Laws of July 31, 1991 and April 16, 1991, which, in turn, are based on the FCSI Constitution and By-Laws.
ii The Division submitted to FCSI copies of the aforementioned Division’s Constitution and By-Laws.
iii The Division shall notify FCSI before proposing any amendments to the Division’s Constitution or the Division’s By-Laws mentioned before.
iv Any amendments to the Constitution shall be made in accordance with Section VII of the Division’s Constitution.
B. The Division’s operations shall be handled by the Division’s Executive Director who shall be directed firstly by the Division Chairman and also by the FCSI Executive Vice President.
C.i The Division hereby acknowledges receipt of the Constitution and By-Laws of FCSI of October 1989.
ii FCSI shall send the Division a copy of all amendments, revisions and modifications to the Constitution and By-Laws of FCSI within 30 days after the same have been approved by the members of FCSI.
iii The Division shall upon receipt of the amendments, revisions and modifications from FCSI propose modifications where appropriate to their Constitution and By-Laws to reflect the changes.
3. MEMBERSHIP PROCESSING, CLASSIFICATIONS AND PROGRAMS
A. Except for final review by the FCSI Board of Directors membership processing for the Division is totally handled within the Division.
B. The Division shall agree that all FCSI membership standards and qualifications shall be met by all members in the Division.
C. Members of the Division are entitled to all rights and privileges of the relevant grade of membership of FCSI.
D. The Division shall take all appropriate action to sustain and promote membership growth and development of FCSI, including participation in European Chapters as they may materialize.
E. The Division and FCSI shall cooperate with each other in offering membership services. FCSI shall provide the Division with assistance in developing procedures for membership services.
F. The Division shall assist European Chapters in their start-up by proposing Chapter coagmentations, planning initial Chapter meetings and by carrying out the policies of the Society. The Division expressly understands that it is the policy of FCSI to encourage cooperation between the Division and European Chapters in order to provide membership services without conflict.
4. FCSI BOARD OF DIRECTORS AND THE DIVISION’S BOARD OF TRUSTEES
A. The Board of Directors will from time to time review the composition of the Board with a view to ensuring that the Divisions representation on the Board is in agreement with the Constitution.
B. Members of the Division to serve on the FCSI Board of Directors shall be chosen by the Division’s Trustees from amongst their number. For any vacancy the first Trustee to serve on the FCSI Board shall be the Division Chairman, other vacancies will be filled by election amongst the remaining Trustees. The Trustee elected will be subject to affirmation by ballot amongst voting members of the Division; affirmation by two thirds of ballots returned being required.
C.i It is recommended that the FCSI Executive Vice President attend Division Board of Trustees meetings and related activities.
ii It is also recommended that the FCSI President and President Elect attend an annual Board of Trustees meeting and related activities.
iii It is also recommended that the Division’s Executive Director from time to time attend a FCSI Board of Directors meeting and related activities.
5. ORGANIZATION OF THE DIVISION
A. The Division shall operate and conduct its business and affairs in accordance with the generally accepted principles of a non-profit corporation under Swiss law.
B. The Division shall submit to FCSI copies of the Division’s Constitution, the Division’s By-Laws, and the Division’s Executive Regulations, if any, with all properly adopted amendments thereto.
C. The Division shall submit a written report to the FCSI Annual Business Meeting that summarizes its activities during the last complete year and provide an action plan for the upcoming operational year. Such report shall be submitted no less than 30 days prior to the FCSI Annual Business Meeting.
A. Dues and fees are handled by the Division, including issuing of invoices and collecting and depositing of funds.
B.i The Division agrees to pay an administrative fee to FCSI equivalent to the administrative costs borne by FCSI in providing those services for members not provided by the Division.
ii This sum will be calculated on the basis of an administrative fee of 50% of dues charged to similar grades of FCSI members where dues are paid directly to FCSI.
iii FCSI will prepare an account showing administrative costs. Should these direct administrative costs exceed 50% of total income (total income being calculated on the basis that the contribution form the Division had been 100% of dues) the Division will pay a proportion of the cost overrun in the ratio of its administrative fees to total income.
iv Should the administrative fee paid exceed the Division’s proportion of administrative costs the balance will be credited against the following years Division’s administrative fees due.
v These payments shall be made monthly, within 30 days of receipt, by the Division.
C. The Division shall be entitled to establish its own dues and fees.
D. The Division shall be entitled to levy assessments against the Membership by vote of the Division’s Board of Trustees.
E. The Division retains all processing fees paid by all Professional and Associate membership together with European Patrons fees exceeding $200.00US.
7. FISCAL OPERATIONS
A. The Division shall at all times maintain financial accountability.
B. FCSI shall not be responsible for any financial obligations incurred by the Division or its Officers without prior approval.
C. The Division shall submit a written report for distribution that summarizes its financial activities during the last financial year. Such report shall be submitted no less than 30 days prior to the Annual FCSI Business Meeting. A budget for the upcoming operational year shall be provided to the FCSI Board of Directors.
A. FCSI agrees to publish news and articles about the Division’s meetings, events and activities.
B. A space for the Division’s articles and news will be provided.
9. USE OF LOGO AND FCSI NAME
A. The Division acknowledges that the FCSI logo, name and acronym is the property of FCSI and that the right to use such logo will cease upon termination of this agreement.
B. The FCSI logo with the amendment “Europe” and the abbreviation “FCSI Europe” may be used by the Division.
C. If the Division desires to create its own logo, a sample of the proposed material showing the use of the FCSI logo, official name and acronym shall be submitted to FCSI for approval.
The Division shall indemnify all FCSI Officers, Directors and Division Trustees, in accordance with current FCSI By-Laws and practices.
A. The Division will keep accurate minutes of all Division meetings. Minutes of each Meeting of the Board of Trustees and of the Division’s Annual General Meeting will be sent to FCSI. Minutes of each Meeting of the Board of Directors of FCSI and of FCSI Annual General Meeting will be sent to each European Trustee and the Division’s office.
B. The Division will not deny membership in order to exclude certain groups of competitors.
C. The Division will avoid certain topics in their Division meetings including, but not limited to consulting fees, prices, profit levels, market allocations and terms of credit.
The Division will act in compliance with the spirit of the laws of the land in eliminating discriminatory practices whenever and wherever it falls within the Division’s jurisdiction and specifically in Division activities, programs, projects and awards.
13. GEOGRAPHICAL JURISDICTION
A. The Division’s jurisdiction shall be limited to all FCSI members domiciled in Europe, namely lands to the west of the Ural Mountains.
B. Subject to approval on each occasion by both the Division Trustees and FCSI Board of Directors, FCSI members in other regions may become members of the Division should they wish to do so and providing a Division has not been established in their home region.
14. APPLICABLE LAW AND PLACE OF JURISDICTION
The Division and Affiliation Agreement shall be governed by the Laws of the United States of America. The place of jurisdiction being Maryland.