Article I. NAME AND PURPOSE

Section 1. The name of this organization is Les Dames d’Escoffier, Colorado (hereinafter referred to as the “Chapter”).

Section 2. The purposes of the Chapter shall be

  1. To further the knowledge, understanding and appreciation of food, wine and hospitality in the tradition of Auguste Escoffier.
  2. To promote the education and advancement of women with careers in food, wine and hospitality.
  3. To promote high standards in the industries related to food, wine and hospitality.
  4. To advise, assist and support fellow members in matters pertaining to food, wine and hospitality.
  5. To disseminate such information as advances the purposes and interests of the Chapter.
  6. To raise and disburse funds for scholarships and other educational opportunities for women culinary professionals and prospective culinary professionals and for other worthy projects.
  7. To raise national and international awareness of the State of Colorado as a destination for the culinary arts.
  8. To maintain affiliation with Les Dames d’Escoffier International (hereinafter referred to as the “Society”) and to respect its code of ethics.

Article II. MEMBERSHIP

Section 1. New Member Criteria

  1. Candidates for membership shall be professional women of achievement who have been actively engaged for a minimum of five (5) years in careers related to food, wine and hospitality.
  2. Candidates shall be dedicated to the furthering of women in the fields of food, wine and hospitality.
  3. Candidates shall support the purposes of the Chapter and abide by its By-Laws and Standing Rules.
  4. Candidates, upon becoming new members, must join and actively participate in one or more of the Chapter’s committees and/or three or more Chapter activities or events.
  5. Candidates shall commit to support the fundraising activities of the Chapter. 

Section 2. New Member Procedures

  1. Candidates must submit the Chapter membership application to the Membership Committee Chair.
  2. The Chapter Membership Committee shall meet, review all applications and recommend candidates for membership to the Board of Directors of the Chapter (hereinafter “the Board”).
  3. The Board shall, in its sole discretion, make the final decision on all applications for membership. Election to membership shall require the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors present and voting.
  4. New members must pay the Chapter membership initiation fee and annual dues by the date set by the Treasurer.

Section 3. Membership Requirements

  1. Members shall be women who are actively engaged in careers in food, wine and hospitality.
  2. Members shall support and work for the purposes of the Chapter and abide by its By-Laws and Standing Rules.
  3. Members shall support the fundraising activities of the Chapter.
  4. Members must pay the annual dues by the date set by the Treasurer.
  5. To maintain membership, members must attend no less than three (3) Chapter events annually or otherwise meet the attendance requirements as may be set forth in Standing Rules for the Chapter. Attendance in a National Meeting of Les Dames d’Escoffier can be credited for a Chapter event. With the approval of the Board on a case-by-case basis, a Member may also make an equitable cash donation to the Chapter in lieu of all or part of the minimum attendance requirement.

Section 4. Termination of Membership

  1. Failure to meet the attendance and dues requirements as set forth in the Standing Rules shall result in a review by the Board of Directors and may result in termination of membership.

Section 5. Membership Categories

  1. Active Member – fulfills membership requirements outlined in Article II, Section 3.
  2. Associate Member – fulfills membership requirements as outlined in Article II, Section 3 except part 5. This category of membership applies to Active Members who leave the Chapter area and wish to maintain their affiliation.
  3. Emerita Member – fulfills membership requirements as outlined in Article II, Section 3, but is exempt from part 4. The Board may elect to establish a lower annual fee, or no fee, for this membership category. This non-voting category of membership applies to Active Members in good standing for at least five (5) years who wish to maintain their affiliation.
  4. Honorary Member – this non-voting category of membership is awarded by the Board of Directors in recognition of services rendered in food, wine and hospitality. Honorary Members are exempt from Article II, Section 3, parts 4 and 5.

Article III.  BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Chapter shall be managed by the Board of Directors consisting of the elected Officers and Directors.

Section 2. Elections

There shall be one Director for each ten (10) Chapter members but in no event will there be fewer than seven (7) or more than fourteen (14) Directors. The initial Board of Directors shall consist of between twelve (12) and fourteen (14) Directors. The Directors shall be elected by the membership from a slate of candidates who are members proposed by the Nominating Committee.

Section 3. Term

All Directors following the initial Board shall be elected for a term of one (1) year and shall be eligible for reelection for up to five (5) additional consecutive terms. After six (6) years on the Board, a member shall be ineligible for nomination as a Director or as an Officer for one (1) year. The initial Board of Directors shall have a term of two (2) years, and are each eligible for reelection for up to four (4) additional consecutive terms.

Section 4. Meetings

Meetings of the Board shall be held monthly except for November and December. Meetings shall be held the last Thursday of every month from January through October unless an alternate date for a particular meeting is established by the Board at the Annual Meeting, or by vote of a majority of the Directors, with no less than ten (10) days notice provided, which notice may be provided via mail, e-mail or facsimile. Special meetings of the Board may be held from time to time upon at least ten (10) days notice at a date and hour set by the President. Notice of Special Meetings of the Board or of alternate meeting dates shall be sent via mail, e-mail or facsimile by the President to each Officer and Director and to any Committee Chair and other members expected to report at the meeting. Monthly Board meetings are open to all Chapter members. Regular or Special Meetings may be held in person or via conference call or a combination of the two.

Section 5. Voting Quorum and Proxy

  1. A majority of the members of the Board shall constitute a quorum.
  2. Board members may vote by proxy at any Board meeting by giving written confirmation to the Secretary.

Section 6. Office and Board Vacancies

If the position of any Director or Officer excluding the President becomes vacant for any reason, such vacancy may be filled for the unexpired portion of the term by the affirmative vote of the majority of the Board.

Article IV. OFFICERS

Section 1. Officers of the Chapter shall be elected by the members and shall also serve as Directors of the Chapter. The officers shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer, and such other Officers as may be deemed necessary by the Board. All Officers following the initial officers are elected for a one (1) year term, and are eligible for reelection to a second consecutive term. After two (2) consecutive terms, with the exception of the Treasurer, an Officer is ineligible for reelection to that office for a period of one (1) year. The initial Officers shall each have a term of two (2) years, and, with the exception of the Treasurer, are not eligible for reelection to a consecutive term for the same office.

Section 2. President

  1. The President shall be the principal executive officer of the Chapter and shall, in general, supervise and control all the business and affairs of the Chapter. The President shall preside at all meetings of the members and of the Board and shall be an ex-officio member of all standing committees without voting privileges.
  2. The President shall appoint Committees as needed by the Chapter subject to Board approval.
  3. The President may sign with the Secretary or any other Officer of the Chapter authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, these By-Laws or by statute to some other Officer or agent of the Chapter.
  4. No one shall be elected to the Office of President who has not first served as a Director or Officer for one term, unless there are fewer than three (3) such individuals.
  5. Following her term in office, the President shall be invited to attend all Board meetings as an ex-officio member without voting privileges for one (1) year.

Section 3. Vice Presidents

  1. There shall be two Vice-Presidents of the Chapter.
  2. The First Vice-President shall have the responsibility for special activities and/or programs. The First Vice-President, Second Vice-President or the next senior officer available shall assume the duties of President in the event of her absence or incapacity.
  3. The Second Vice-President shall have the responsibility for administrative, parliamentary and legal matters for the Chapter.

Section 4. Treasurer

  1. The Treasurer shall have charge and custody and be responsible for all funds and securities of the Chapter; receive and give receipts for monies due and payable to the Chapter from any source whatsoever; and deposit all such monies on behalf of the Chapter in such bank(s), trust companies or other depositories approved by the Board. In general, the Treasurer shall perform all the duties incidental to the Office of Treasurer and such other duties as from time to time may be assigned to her by the President or the Board.
  2. The Treasurer shall keep accurate books of accounts on all monies received and disbursed.
  3. The Treasurer shall submit a report at each Board meeting. Copies of the annual financial report of the Chapter shall be available to all members at the May Annual Meeting.
  4. The Treasurer, or in the absence or incapacity of the Treasurer, the President, shall expend money of the Chapter on the request of the President or as authorized by the Board and shall issue a written account of such expenditure.
  5. The Treasurer and a Finance Committee appointed by the President at her discretion shall set an annual budget. The budget shall be subject to approval by the Board.
  6. The Treasurer shall see that the appropriate tax forms are filed.
  7. The Treasurer is authorized to sign checks and contracts.

Section 5. Controller

  1. Should the Board determine the need for this position, the Board may appoint a Controller who shall be responsible to oversee all of the finances of the Charter and perform such other duties as may be assigned by the Board.
  2. The Controller is authorized to sign checks and countersign contracts. 

Section 6. Secretary

  1. The Secretary shall be the official custodian of all papers and records of the Chapter, other than those in the jurisdiction of the Treasurer.
  2. The Secretary shall keep the minutes of all meetings of the membership and of the Board, as well as attendance records. All minutes shall be reviewed and corrected by the presiding Officer and signed by the Secretary.
  3. The Secretary shall receive election ballots and count them with a teller appointed by the President. The Secretary shall announce the election results at the Annual Meeting.
  4. The Secretary may countersign contracts.
  5. The Secretary shall notify members of all meetings according to the time schedule put forth in the Chapter By-Laws. The Secretary shall also send out annual election materials, minutes of all meetings of the Board and of the Chapter and all other announcements.
  6. The Secretary shall keep the official list of members and make it available to members as needed for Chapter purposes.

Section 7. Removal

An Officer or Director of the Chapter may be removed at any time, with cause, by the affirmative vote of two-thirds (2/3) of the Board.

Article V. MEETINGS OF MEMBERS AND CHAPTER EVENTS

Section 1. There shall be at least one (1) General Meeting of the Members annually. It shall be designated as the Annual Meeting and shall be held at a date in May or June as shall be fixed by the Board of Directors in its January meeting. All other meetings shall be designated as Chapter Events or Special Meetings. Attendance shall be taken at all meetings and Chapter Events.

Section 2. Annual Meeting

  1. The Secretary shall send a notice to every member via mail, e-mail or facsimile not less than twenty-one (21) days nor more than thirty (30) days before the date of the Annual Meeting, setting forth the time and place. The validity of any action taken at such meeting shall not be affected by failure or insufficiency of such notice provided it was sent in a timely fashion.
  2. This notice shall include an agenda of the Annual Meeting.
  3. The order of business at the Annual Meeting shall be:
    1. Proof of notice, proof of call and proof of proxies
    2. Determination of the presence of a quorum
    3. Secretary’s reading of the minutes of the last General Meeting
    4. Treasurer’s report
    5. Committee reports
    6. President’s report, including the report of any committee if the committee chairman is not present
    7. Election report
    8. Old business
    9. Approval of Annual dues as recommended by the Board
    10. New business
    11. Adjournment

Section 3. Chapter Events

Chapter Events shall be designated by the Programs and Events Committee, which shall provide notice to all members via mail, e-mail or facsimile no less than fifteen (15) days prior to the date of the event. The notices shall include the time, date and description of the Event, plus any costs or entry fees associated with the Event. All Chapter Events shall take into consideration the purposes of the Chapter as defined in Article I, Section 2.

Section 4. Special Meetings

  1. Special Meetings of the Chapter may be called by the President or, in the event of her incapacity, by the next senior Officer, or by a request in writing to the Secretary and signed by not less than twenty-five percent (25%) of the members in good standing. Upon receipt of such a petition, the Secretary shall forthwith call a meeting as requested.
  2. Not more than five (5) days after the receipt of such a call, the Secretary or, in the event of her absence or incapacity, another Officer of the Chapter, shall send to every member, via mail, e-mail or facsimile, a notice of the proposed meeting, setting forth the date, time, place and purpose for which the Special Meeting is being called. The date of the meeting shall not be less than fifteen (15) days later than the date of the notice, nor shall it be more than thirty (30) days later than the call for such meeting.
  3. If any binding vote is to be taken, proxies must be sent in order for there to be assembled a quorum for all purposes. In the absence of a quorum, a meeting may be adjourned by vote of a majority of the members of the Chapter present.

Article VI. COMMITTEES

Section 1. Designation

The President shall create committees as needed by the Chapter subject to Board approval. Such committees shall assist the Board in the management of the Chapter. For purposes of attending to its continuing business, the Chapter shall have five (5) standing committees: the Membership, Nominating, Scholarship and Grants, Programs and Events and Fundraising Committees. The President shall serve as an ex-officio member of the Membership and the Scholarship and Grants Committees without voting privileges.

Section 2. Membership Committee

The Membership Committee shall be responsible for the selection of candidates for membership in the Chapter. The Committee shall consist of the Chair and between four (4) and six (6) members recruited from the membership for a term of two (2) years. The Membership Committee shall be selected by the First Vice President and must be confirmed by the President. The First Vice President shall fill vacancies as they occur. The Initial Membership committee shall promulgate rules and procedures, including the frequency and content of its meetings, which must be approved by the Board and made part of the Chapter’s records. Subsequent Membership Committees may amend such rules, subject to Board Approval.

Section 3. Nominating Committee

The Nominating Committee shall be responsible for the nomination of Chapter Officers and Directors. The Nominating Committee shall consist of three (3) to five (5) members recruited from the membership for a term of one (1) year. The President shall appoint a Chair and shall fill vacancies as they occur. The Initial Nominating Committee shall promulgate rules and procedures, including the frequency and content of its meetings, which must be approved by the Board and made part of the Chapter’s records. Subsequent Committees may amend such rules, subject to Board Approval.

Section 4. Scholarship and Grants Committee

The Scholarship and Grants Committee shall be responsible to identify and target institutional and other programs worthy to receive scholarships and grants from the Chapter. The Scholarship and Grants Committee shall also be responsible for the selection of individual candidates to receive scholarships and grants from the Chapter. Candidates for scholarship or grant funds may present their own programs or may seek one of the programs targeted by the Scholarship and Grants Committee. Chapter Funds may be designated either to an approved program or to the individual candidate. All scholarships and grants, whether given to a program or directly to a candidate, shall be given in furtherance of the purposes of the Chapter, as outlined in Article I, Section 2.     The Committee Chair shall present these programs and candidates to the Board for approval. The President shall appoint a Chair and a maximum of five (5) members for a two (2) year term, subject to the approval of the Board. The President shall fill vacancies as they occur. The Initial Scholarship and Grants Committee shall promulgate rules and procedures, including the frequency and content of its meetings, which must be approved by the Board and made part of the Chapter’s records. Subsequent Committees may amend such rules, subject to Board Approval.

Section 5. Programs and Events Committee

The Programs and Events Committee shall be responsible to identify, create, develop, select and manage Programs and Events for the Chapter. All Programs and Events shall be selected in furtherance of the purposes of the Chapter, as outlined in Article I, Section 2. The Programs and Events Committee is also responsible to notify the Membership of all programs and events as defined in Article V, Section 3. The President shall appoint a Chairman of the Programs and Events Committee as well as a maximum of five (5) members for a two (2) year term, subject to the approval of the Board. The President shall fill vacancies as they occur. The Initial Programs and Events Committee shall promulgate rules and procedures, including the frequency and content of its meetings, which must be approved by the Board and made part of the Chapter’s records. Subsequent Committees may amend such rules, subject to Board Approval.

Section 6. Fundraising Committee

The Fundraising Committee shall be responsible to identify, create, develop, select and manage other Fundraising opportunities for the Chapter. All Fundraising efforts shall be selected in furtherance of the purposes of the Chapter, as outlined in Article I, Section 2. The President shall appoint a Chairman of the Fundraising Committee as well as a maximum of five (5) members for a two (2) year term, subject to the approval of the Board. The President shall fill vacancies as they occur. The Fundraising Committee shall promulgate rules and procedures, including the frequency and content of its meetings, which must be approved by the Board and made part of the Chapter’s records. Subsequent Committees may amend such rules, subject to Board Approval.

Article VII. GENERAL

Section 1.  Any person made a party to any legal action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that that person is or was a Director or Officer of the Chapter shall be indemnified by the Chapter against judgments, fines, amounts paid in settlement and reasonable expenses (including fees of an attorney retained with the consent of the Chapter) to the extent permitted by law.

Section 2.  In the intervals between meetings of the Board, the presiding Officer may send to Board members resolutions relating to the affairs of the Chapter which in that Officer’s opinion require the Board’s prompt attention. The resolutions may be adopted by the majority consent of the members of the Board with the same force and effect as if adopted at a meeting duly called to consider and take action upon said resolutions. The presiding Officer shall keep a record of the results and announce them at the next meeting of the Board.

Section 3.  By-Laws may be amended by vote of two-thirds (2/3) of the Board, provided that a copy of the By-Laws to be amended and of the proposed amendment(s) are provided to the Board before the vote. Any By-Laws amended by the Board are subject to ratification by a majority of the Chapter members present and voting at an Annual or Special Meeting.

Section 4.  All meetings shall be governed in parliamentary procedure by the current edition of “Robert’s Rules of Order Newly Revised,” except that these rules may be suspended by resolution duly adopted as provided therein.

Article VIII. FISCAL YEAR

Section 1.  The fiscal year of the Chapter shall be January 1 through December 30, beginning with January 1, 2003.

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