ARTICLE II
Membership
Section 1. Classes of Member. Membership of this Association shall be limited to persons residing or working in the State and who have paid membership dues. The membership classifications shall be those outlined in American Academy of Nutrition and Dietetics (hereafter referred to as “The Academy”).
Section 2. Member Qualifications. The qualifications for membership shall be those outlined in the Bylaws of The Academy.
Section 3. Privileges of Membership. All members of this Association have the rights and privileges as set forth in The Academy Bylaws, and will have the corresponding rights and privileges in the conduct of business of the Association.
Section 4. Members in Good Standing. All members whose Association dues are not in arrears will receive the Association publications.
ARTICLE III
Meeting of Members
Section 1. Membership Meetings. Membership meetings shall be held for the purpose of education and the transaction of other business as may come before the association.
Section 2. Special Meetings. Special meetings may be called either by the President, the Board of Directors, or not less than ten percent (10%) of all members eligible to vote in the matter coming before the meeting.
Section 3. Location of Meetings. The Board of Directors may designate any location for the membership meeting or for any special meeting called by the Board of Directors.
Section 4. Notice of Meetings. Written notice stating the place, date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting.
Section 5. Quorum. Ten percent (10%) of the membership eligible to vote present in person at a meeting shall constitute a quorum.
Section 6. Elections for Offices. Elections for offices shall be conducted by mail ballot and/or ballot delivered by electronic transmission to each member entitled to vote. A majority of the votes cast shall determine an election, provided that at least twenty percent (20%) of the voting members have returned ballots.
Section 7. Participation. No member may participate in a meeting of members by telephone or other communication equipment, with exception of specified teleconference or webcast.
ARTICLE IV
Board of Directors
Section 1. General Powers. Unless otherwise provided in these bylaws, the affairs of the Association shall be managed by, or under the direction of its Board of Directors.
Section 2. Number, Composition, Tenure, and Qualifications.
2a. Number. The number of directors shall be at least six (6)
2b. Composition. Six (6) seats on the Board of Directors shall be elected by the membership. Additional seats are appointed by the Board of Directors to chair designated committees.
2c. Qualifications. The individuals holding the following elected offices of the Association shall each hold a seat on the Board of Directors: the President, President-elect, Treasurer, Secretary, Nominating Chair, and Immediate Past President. These officers are considered the Executive Committee and serve as voting members of the Board of Directors. No director shall be employed by the Association during his or her term of office.
2d. Tenure. The President, President-elect, Past President, and Nominating Chair shall hold a seat for one (1) year or, until his or her successor shall have been qualified. The Treasurer and Secretary shall hold a seat for two (2) years, or until his or her successor shall have been qualified. Appointed Board members shall serve no more than three (3) consecutive years in the same position.
2e. Functions. The Board of Directors shall determine the policy, manage the property and affairs of the Association and, in addition to the powers and authorities therein expressly conferred upon the Board of Directors, it shall exercise all of the Association powers and perform all the lawful acts and activities which are ordinarily done or permitted or required to be done by the Board of Directors of the Association not for pecuniary profit as are not herein otherwise required to be done by others or as are not by statute required to be done and exercised by the members of the Association.
Section 3. Regular Meetings. There shall not be less than four (4) regular meetings of the Board of Directors held each year, the time and place of which shall be set by resolution of the President. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. The President or any four (4) or more directors may call special meetings of the Board of Directors. The person(s) calling the meeting may fix the place and time for the meeting.
Section 5. Notice. Notice of any regular or special meeting shall be given at least five (5) days previous thereto by written, mail, or electronic notice to each director, except that no special meeting of directors may remove a director unless written notice of the proposed removal is delivered at least twenty (20) days prior to such meeting. The business to be transacted at, and the purpose of, any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. Two-thirds (2/3) of the number of voting directors fixed by these bylaws shall constitute a quorum for transaction of business at any meeting of the Board of Directors.
Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless statute, these bylaws, or the articles of incorporation require the act of a greater number.
Section 8. Removal of Directors. Directors may be removed from office by the affirmative vote of two-thirds (2/3) of the persons required and authorized to elect the seat of the director sought to be removed. In the case of directors qualified to serve on the Board by appointment, those directors shall only be removed by an affirmative vote of two-thirds (2/3) of the persons authorized to elect such director to the office that qualifies them to hold a seat on the Board of Directors.
Section 9. Vacancies. Vacancies on the Board of Director shall be filled for the unexpired term of the seat vacated in the following manner:
9a. President. The President-elect shall succeed to the office of President and shall complete the unexpired term and then serve the elected term of President.
9b. President-elect. A special election by the membership will be conducted electronically.[a]
[a]Change #1 to bylaws from "by mail or electronic"
9c. Secretary or Treasurer. The Board of Directors shall appoint a successor to fill any unexpired term.
9d. Nominating Chair. The person receiving the next highest number of votes shall become chair-elect.
9e. Should the offices of President and President-elect both become vacant at the same time, special election by the membership shall be conducted electronically[b] at the earliest possible date. In the interim, the Immediate Past President shall serve as President.
[b]Change #2 to bylaws from "by mail"
Section 10. 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 for 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.
Section 11. Relationship Between Affiliates. There is no financial relationship between the Georgia Academy of Nutrition and Dietetics and this Association.
ARTICLE V
Officers
Section 1. Officers. The officers of the Association shall consist of a President, President-elect, Treasurer, Secretary, Immediate Past President, and Nominating Chair. The same person may not hold two (2) or more offices.
Section 2. Election and Appointment to Office. The office of President, President-elect, Treasurer, Secretary, and Nominating Chair shall be elected to office by the membership of the Association, and shall take office at the beginning of the fiscal year following their election. Each officer shall hold office until his or her successor shall have been duly elected, or appointed, or until he or she shall resign, or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights. No individual may hold an office, for which they were elected, for a second term.
Section 3. President. The President shall have a term of office for one (1) year. The President shall ensure the Association’s strategic direction and values are carried into effect except in those instances in which the responsibilities are specifically assigned to another office. The President shall chair the Board of Directors and its Executive Committee; appoint the chairs of various Board committees; and preside at meetings of the full membership.
Section 4. President-elect. The President-elect will serve for one (1) year and at the end of this term, the President-elect shall assume the office of President. The President-elect shall: support the President in leading the Association toward its strategic direction and values; serve on the Board of Directors and its Executive Committee; and perform the functions of President in the President’s absence or if unable to perform the functions of the President.
Section 5. Treasurer. The Treasurer will serve for two (2) years. The Treasurer shall: support the President in leading the Association toward its strategic direction and values; serve on the Board of Directors and its Executive Committee; chair the Finance Committee; and report the financial status of the Association to the Board of Directors and members.
Section 6. Secretary. The Secretary will serve for two (2) years. The Secretary shall: support the President in leading the Association toward its strategic direction and values; serve on the Board of Directors and its Executive Committee; and shall perform such duties as directed by the Board of Directors.
Section 7. Past President. The Past President shall be the Immediate Past President of the Association and shall serve for one (1) year following the end of his or her holding the office of President. The Past President shall support the President in leading the Association toward its strategic direction and values; serve on the Board of Directors and its Executive Committee; chair the Strategic Planning Committee; and serve as a member of the Finance Committee.
Section 8. Nominating Chair. The Nominating Chair will serve for one (1) year. The Nominating Chair shall: support the President in leading the Association toward its strategic direction and values; serve on the Board of Directors and its Executive Committee; and shall compile a list of candidates for future officers of the Association.
Section 9. Compensation. The Board of Directors and officers of the Association shall have no authority to establish compensation for services to the Association as an officer. An officer may be paid his or her expenses related to the duties of his or her office. This section shall not preclude any director from serving the Association in any other capacity and receiving compensation for such service.
ARTICLE VI
Standing Committees and Other Bodies
Section 1. Nominating Committee. A Nominating Committee Shall exist and be maintained by the Board of Directors as a Board Committee. Its primary function shall be to identify qualified individuals to be placed on the ballot for election of the offices of the Association. The member receiving the highest number of votes shall serve as Chair. Any member of the Association may submit the name of an individual to the Nominating Committee for consideration, or a candidate for office may be placed on the ballot for election by petition. The Board of Directors shall establish such other responsibilities and rules of procedure of the committee, as it deems necessary and appropriate to support the primary and other functions of the committee.
Section 2. Number, Qualifications, and Tenure. The Nominating Committee shall have at least three (3)[c] members who shall be members in good standing of the Association and elected by the membership of the Association. A member serving on the Nominating Committee shall not hold an elected office nor be a candidate for an elected office of the Association. The candidate with the highest number of votes will serve as chair-elect of the nominating committee in the first year and chair the second year. Candidates for Nominating Committee should be registered and licensed dietitians in Georgia for three (3) years.[d] The immediate Past President of the Georgia Academy will serve as an ex-officio member of the Nominating Committee. Members of the Nominating Committee shall serve for one (1) year, except chair-elect serves two (2) years.
[c]Change #3 to bylaws from "four (4)"
[d]Change #4 to bylaws, addition of this sentence
Note: In requiring an RD with 3 years of experience to be in these positions, we are adding better connected candidates and managing a committee of 3 may not be necessary.
Section 3. Offices Nominated. In accordance with the policies and procedures of the Committee, and these bylaws, the Committee shall prepare and designate annually, at least one (1) candidate for the office of President-elect, annually three (3) [e]candidates for the Nominating Committee; and biennial[f], in alternate years, one (1) candidate for the office of Secretary and Treasurer.
[e]Change #5 - no change after discussion with board.
[f]Change #6 to bylaws from "biannually" because biannually means twice per year
ARTICLE VII
Fiscal Year
The Board of Directors shall fix the fiscal year of the Association.
ARTICLE VIII
Indemnification and Non-liability
The Association will indemnify all officers and directors of the Association to the full extent permitted by the Act and may indemnify other persons acting for and on behalf of the Association. The Association may purchase insurance to indemnify officers, and directors of the Association, and other persons as determined by the Board of Directors.
ARTICLE IX
Books and Records[g]
Section 1. Books and Records. The Association’s business transactions, activities, meeting minutes and financial accounts shall be kept electronically where applicable with access provided to all board members as appropriate. [h] The names and of the members entitled to vote shall be maintained with the secretary of the Association.[i]
[g]Change #7 to bylaws from "Books, Records, and Seal" because we no longer keep a seal
[h]Change #8 to bylaws from "The Association shall keep books and records of account. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors"
[i]Change #9 to bylaws from "Section 2. Seal. The Association seal shall have inscribed thereon the name of the Association and the words “Corporate Seal”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory." Complete removal as this is no longer required by the IRS.
ARTICLE X
Dissolution and Special Rules
Section 1. Special Rules. No part of the net earnings of the Association will ensure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Association will be authorized and empowered to make payment and distributions in furtherance of the purpose of the Association set forth in the Articles of Incorporation. Notwithstanding any other provisions of the Articles in these bylaws, the Association will 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 of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law).
Section 2. Dissolution. Upon dissolution of the Association, the Board of Directors will, after paying or making provision for the payment of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501 (c)(6) of the Internal Revenue Code of 1986 (or the corresponding revision of any subsequent United States Internal Revenue Law) as the Board of Directors will determine.
ARTICLE XI
Amendments
Section 1. Method. Except where state law may require the vote of the membership, these Bylaws may be amended by the affirmative vote of two-thirds [2/3] of the Board of Directors of the Association.
Section 2. Notice. Notice of the proposed amendment[s] will be provided in writing to the Association members through the Web Site, or other appropriate communication means not less than thirty [30] days before the vote on the proposed amendment.