Constitution

ARTICLE I.

Name

The name of this Association shall be "NATIONAL ASSOCIATION OF FLAVORS AND FOOD-INGREDIENT SYSTEMS."

ARTICLE II.

Objects

The object of the association shall be to bring together manufacturers, suppliers and processors of fruits and flavoring syrups, extracts, flavors, ingredients, colors, stabilizers and emulsifiers and associated industries to establish better and closer business relationships, and to bring about the interchange of ideas and views for the support of the industry; to collect, compile and disseminate information and data of interest to the association’s members; to cooperate with federal, state and municipal authorities to promote uniformity of laws and rules and regulations made thereunder pertaining to the industry; to furnish advice and assistance to all questions which concern the relations between the governmental authorities and the industries represented in the association; and generally to provide guidance and direction to members as needed.

ARTICLE III.

Membership

Membership rights and obligations are set forth in the By-Laws.

ARTICLE IV.

Officers

The officers of this association shall consist of a president, president-elect, two vice presidents, a secretary, a treasurer and the immediate past president, who shall serve as chair of the Board of Directors.

ARTICLE V.

Management

Section 1. The business affairs of the association shall be vested in a Board of Directors consisting of the officers of the association.

Section 2. Between meetings of the Board of Directors, unless otherwise provided by a resolution of the Board, the management of the Association shall devolve upon the Executive Committee consisting of the officers of the association.

ARTICLE VI.

Meetings

Meetings of the association shall be held in accordance with the provisions of the By-Laws.

ARTICLE VII.

Headquarters

The principal office of the association shall be the office of the executive director or such other place approved by the Board of Directors.

ARTICLE VIII.

Amendments

Section 1. This constitution may be amended by a two-thirds vote of the voting members present in person or by proxy at any annual or special meeting of the Association, or by the same vote taken by a thirty-day written ballot as provided by the By-Laws, if the Board of Directors so determines.

Section 2. Thirty days written notice shall be given to each member of the association before a vote shall be taken on any proposed amendment to the constitution.

BY-LAWS

ARTICLE I.

Membership

Membership is open to firms and corporations engaged in the manufacture, processing or supplying of fruits and flavoring syrups, extracts, flavors, ingredients, colors, stabilizers, emulsifiers and associated products and firms or corporations that provide a product or service to other companies in the membership.

ARTICLE II.

Honorary Life Status

Honorary Life Status may be bestowed by a majority vote of the Board of Directors upon persons who have provided distinguished services to the association over many years. Should an honorary life member return to the industry, his or her honorary life status shall be suspended until his or her retirement.

ARTICLE III.

Application for Membership

Section 1. An applicant for membership shall agree to abide by the Constitution and By-Laws of the association.

Section 2. All membership applications shall be reported in the newsletter and shall be submitted to the Board of Directors.

ARTICLE IV.

Dues and Assessments

Section 1. Dues are payable on or before January 1st of each year.

Section 2. Each member who is in arrears in the payment of dues or assessments to the association for ninety (90) days shall lose all membership benefits until such arrears are fully paid. The executive director shall report non-payment of dues and assessments to the executive committee.

Section 3. The amount of dues and assessments payable by each member of the Association shall be fixed from time to time by the Board of Directors in accordance with budgetary requirements of the association. The Board's determination as to such dues shall be final and binding on the members, but all assessments must be approved by the majority vote of the members present at a meeting at which such assessments are proposed, or by a written ballot.

ARTICLE V.

Resignation

Resignation of a member must be submitted in writing to the Executive Director, who shall so advise the Board of Directors or the Executive Committee.

ARTICLE VI.

Forfeiture of Membership

Any member who has failed to pay dues within six months of the date the dues are payable shall forfeit its membership. Upon reapplication, the membership may be reinstated, subject to the payment of dues and assessments in arrears.

ARTICLE VII.

Rights of Members

Section 1. Rights of Members

(a) All members are entitled to the rights and privileges granted by the Constitution and By-Laws.

(b) Only Full Members shall be entitled to vote.

Section 2. Honorary Life Status

(a) Honorary Life Status shall confer all privileges of membership.

(b) Honorary Life Status does not require the payment of dues or assessments to the association.

ARTICLE VIII.

Board of Directors

At each Annual Meeting, a number of members of the Board of Directors equal to that of those whose terms have expired shall be elected for the term of three years.

ARTICLE IX.

Management

Section 1. Management of the association shall be as provided in Article V. of the Constitution.

Section 2. Board Meetings.

(a) The Board of Directors shall hold at least two regular meetings in each year, at a time and place designated by the president of the association. Special meetings may be called at any time by the president on his or her own motion, or upon the written request, addressed to the president or executive director, of any four members of the Board.

(b) Quorum. At each meeting of the Board of Directors, twelve (12) members shall constitute a quorum.

Section 3. Executive Committee.

(a) Between meetings of the Board of Directors, unless otherwise provided by the said Board, the management of the association shall devolve upon the Executive Committee.

(b) The Executive Committee shall meet whenever convened by the president on his or her own motion or upon the written request of two members of such committee.

Section 4. Employees.

The Board of Directors shall appoint the executive director, counsel and other such employees as it deems necessary, and shall prescribe the compensation, if any, and duties to each.

Section 5. Assets.

The assets of the Association shall be at all times subject to the direction, management and control of the Board of Directors, subject, however, to such exceptions, qualifications and limitations as may be provided by these By-Laws.

Section 6. Fiscal Year

(a) The fiscal year of the association shall extend from January 1 to December 31 inclusive, or as may be fixed by the Board of Directors from time to time.

(b) An independent audit of the association's books shall be made at the end of each fiscal year by a certified public accountant selected by the Board.

Section 7. Balloting.

Any action of the association, except as otherwise provided by the Constitution or the By-Laws, may be taken by a majority vote of the members, in person or by proxy, at any annual or special meeting, or by a thirty (30) day written ballot.

ARTICLE X.

Officers

Section 1. Nominations.

A Nominating Committee that shall consist of the chairman of the Board of Directors and two other people appointed by the president shall meet prior to the Annual Meeting for the purpose of selecting at least one nominee for each office for which a candidate is to be nominated. Nomination may also be made from the floor at the annual meeting by a voting member provided that thirty (30) days prior notice of the intentions to nominate is submitted to the executive director.

Those being nominated for an officer position must be a current member of the Board of Directors. Nominees for president-elect must be a member of the executive committee.

Section 2. Elections.

(a) Officers and members of the Board of Directors shall be elected at the Annual Meeting.

(b) The following officers shall be elected for the term of one year: The President, President-Elect, two Vice Presidents, Secretary and Treasurer. Members of the Board of Directors shall be elected to office for a period of three (3) years.

(c) The duly elected president-elect shall take office as president immediately upon the expiration of the term of the president. The president becomes the chairman of the Board of Directors for one year.

(d) All officers so elected shall assume office immediately upon final adjournment of the Annual Convention or meeting at which they shall be elected.

Section 3. Duties of the President.

The president shall preside at all meetings of the association. He or she shall arrange the respective programs of all meetings of the association of the Board of Directors, and of the Executive Committee; and shall direct the execution of the resolution of all these bodies. The president, at his or her discretion, may appoint members to the organization’s committees.

Section 4. Absence or Vacancy in Office.

During the absence or incapacity of the president, the president-elect shall perform the duties and exercise the powers of the president. In the event of a vacancy which cannot be filled this way, the Board of Directors shall select one of the vice presidents to fill the vacancy.

Section 5. Duties of the Treasurer.

The treasurer shall review all income and expenditures of the association and make regular reports to the Board of Directors and an annual report to the membership.

Section 6. Duties of the Secretary.

It shall be the duty of the secretary to review the minutes of all meetings of the Board of Directors and the membership.

Section 7. Duties of the Executive Director.

The Executive Director shall keep all records of the association, including the record of all meetings of the association, of the Board of Directors and of the Executive Committee; maintain the membership lists and data pertaining to the members; attend promptly to all correspondence; and issue all official communications. The executive director shall collect all association dues and assessments, pay all association expenditures and report to the treasurer. He or she shall carry out and perform such other duties as may be required by the president or by the Board of Directors.

ARTICLE XI.

Committees

Section 1. Appointment.

All Committees shall be appointed by the president, except as otherwise provided in the Constitution and By-Laws. Personnel from member companies may volunteer to serve on committees. The president will appoint as many people to a committee he/she determines is needed. The president may appoint special committees for such periods of time as he or she deems necessary for the proper conduct of the affairs of the association.

Section 2. Standing Committees shall be:

(1) Executive Committee

(2) Membership Committee

(3) Finance and Budget Committee

(4) Technical and Legislative Committee

(5) Convention Committee

Section 3. Executive Committee.

The number, powers and duties of the Executive Committee are defined in Article V., Section 2. of the Constitution.

Section 4. Membership Committee.

The Membership Committee shall be composed of as many members as the president may designate. It shall seek to increase the membership of the association.

Section 5. Finance and Budget Committee.

The Finance and Budget Committee shall be composed of the treasurer, who shall serve as chair, the chairman of the Board of Directors and the president. It shall perform such duties as required by the Board of Directors. Any changes in the long-term investment strategy of the association must be approved by this committee and the Executive Committee.

Section 6. Technical and Legislative Committee.

The Technical and Legislative Committee shall be composed of at least five (5) members of the association. It shall review new developments and methods and new laws and regulations relating to the industry, shall make written recommendations and reports thereon, and shall plan the technical sessions of the association.

ARTICLE XII.

Meetings of the Association.

Section 1. The convention and/or annual meeting of the association shall be held preferably after September 1st and before November 1st in each year or at such time and place as may be determined by the Board of Directors.

Section 2. Special meetings of the association may be called at any time by the president upon his or her own motion or upon written request of at least two-thirds of the members of the Board of Directors.

Section 3. Notice of each annual and special meeting shall be given in writing by the executive director to each member not less than thirty (30) days before such meeting.

Section 4. The order of business at all meetings of the Association shall be:

(1) Call to Order.

(2) Approval of Minutes of Last Meeting.

(3) President's Report.

(4) Treasurer's Report.

(5) Reports of Committees.

(6) Unfinished Business.

(7) New Business.

Section 5. All questions of parliamentary procedure shall be determined in accordance with Robert's Rules of Order, Revised, except as otherwise provided by the Constitution or By-Laws.

Section 6. Quorum.

Twenty-five percent (25%) of the members being present in person at any meeting of the association or responding within thirty (30) days to a written ballot shall constitute a quorum.

ARTICLE XIII.

Amendments

Section 1. These By-Laws may be amended by a two-thirds vote of the members present in person or by proxy at any annual meeting or special meeting of the association or by the same vote taken by a 30-day written ballot as the Board of Directors may determine.

Section 2. Resolution for amendment of these By-Laws shall be submitted to the association only after having been first submitted to and approved by a majority vote of the full Board of Directors.


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NAFFS
3301 Route 66
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