Foodways Texas Bylaws
(adopted December 2010)
Names and Offices
1.1 The name of this entity is Foodways Texas (hereinafter referred to as Foodways Texas).
1.2 The domicile of Foodways Texas shall be the Community Engagement Center of the Division of Diversity and Community Engagement at the University of Texas, Austin, 1009 East 11th Street, 2nd Floor, Austin, Texas, 78702.
Object Purposes, Activities and Disposition of Assets upon Dissolution
2.1 The purpose of Foodways Texas shall be to preserve, promote, and celebrate the diverse food cultures of the State of Texas. The mission statement of Foodways Texas shall remain in keeping with the purpose of the organization, though specific language shall be maintained and updated, when necessary, by a vote of the board of directors of Foodways Texas.
2.2 Disposition of Assets
2.2.1 No part of the funds of Foodways Texas shall inure to the benefit of, or be distributable to, any member, director or officer of Foodways Texas or any private individual with the exception of compensation for services rendered on behalf of Foodways Texas.
2.2.2 Upon the dissolution of Foodways Texas, after paying or making provision for the payment of all liabilities of Foodways Texas, any remaining funds shall be distributed at the discretion of the board of directors of Foodways Texas.
2.3 Foodways Texas has been organized and shall operate as an affiliated institute of the Division of Diversity and Community Engagement at the University of Texas, Austin, for exempt, nonprofit educational and similar purposes. No stock shall be issued.
3.1 Voting membership shall be open to all individuals, entities, clubs and other organizations interested in the purposes of Foodways Texas, upon payment of annual dues fixed by the board of directors of Foodways Texas.
3.2 Membership shall be of the following classes: Student, Individual, Family, Non-profit Entity / Artisan, and Corporation.
3.3 Dues shall be established annually by the board of directors of Foodways Texas.
3.4 Voting membership shall be one vote per student, individual or family, five votes per non-profit entity and five votes per corporation.
3.5 Members in good standing shall receive selected published materials, invitations and announcements of Foodways Texas.
3.6 Other privileges will be accorded at the discretion of the board of directors of Foodways Texas.
3.7 The Foodways Texas board of directors, in consultation with Foodways Texas staff, may update and amend membership benefits as needed by majority vote.
4.1 Officers of Foodways Texas shall consist of President, Vice President, and other offices as needed. Any board member in good standing may be eligible to hold office.
4.1.1 The Vice President shall be the President-Elect. All officers shall be elected by a simple majority vote of a quorum of the board of directors of Foodways Texas.
4.1.2 Initial officers shall serve a term ending March 2011. Thereafter officer terms shall be two years.
4.1.3 Elections shall be held no fewer than 60 days prior to the annual meeting.
4.2 The President shall preside over all meetings. The President shall see that the by-laws are faithfully executed and shall decide all questions of order, subject to an appeal of the board of directors of Foodways Texas. The president shall appoint all committees. The President shall be an ex-officio member of committees. The President may call a special meeting of the board of directors upon written request of two board members in good standing. The President shall remain on the board of directors of Foodways Texas as past-president for one year.
4.3 The Vice President shall assume the responsibilities of the President in his/her absence. The Vice President shall coordinate the work of all committees appointed and will serve as liaison with each committee chair. The Vice President shall act in the capacity of the President, and shall perform other duties as may be designated by the President. The Vice President shall be familiar with all the duties of the President and shall assume the presidency upon completion of their respective terms.
Board of Directors of Foodways Texas
5.1 Management of Foodways Texas shall be vested in a board of directors consisting of no more than 15 representatives and no less than 9. Length of service for inaugural board members shall be staggered, with seven exiting March 2011, and eight exiting March 2012. Thereafter, each board member shall hold office for a three-year term. No board member shall serve more than two consecutive terms.
5.2 The executive director of Foodways Texas as well as up to two appointed representatives from the Division of Diversity and Community Engagement at the University of Texas, Austin, shall serve as non-voting, ex-officio members of the board of directors. The director of the Community Engagement Center or the director of the Division of Diversity and Community Engagement at the University of Texas, Austin, shall appoint their representatives.
5.3 A quorum of the board shall consist of a simple majority, with proxy votes allowed.
5.4 The board is responsible for planning, policies, activities and execution of the work before Foodways Texas. Quarterly board meetings shall be held, two of which shall be in person, one of those at the annual symposium. By majority vote, the board has the option to call additional meetings as necessary.
5.5 Board vacancies may be filled for the interim term at the board’s discretion.
6.1 The board of directors of Foodways Texas, acting in concert with the faculty and staff of the Division of Diversity and Community Engagement at the University of Texas, Austin, shall employ an executive director to conduct the day to day business of Foodways Texas, including, but not limited to: Strategic Planning, Fund Development, Fiduciary Oversight, and Interacting with the Community. The executive director shall be an employee of Foodways Texas and shall report to the board of directors of Foodways Texas.
6.2 The executive director shall serve at the pleasure of the board of directors of Foodways Texas. Changes in personnel and employment terms shall be at the discretion of the board of directors of Foodways Texas.
6.3 Employees of Foodways Texas are employees of the University of Texas at Austin, and their employment is subject to the rules, regulations, and procedures of the University of Texas at Austin Human Resources Department.
7.1 Committees shall be established and members appointed by the President, acting in concert with the board of directors of Foodways Texas, as is necessary or advisable to conduct the business, activities, and affairs of Foodways Texas.
7.2 All chairs of committees will file minutes with the Vice President.
8.1 An annual meeting of the membership of Foodways Texas shall be held at the Foodways Texas annual symposium.
8.2 Special meetings may be called by the President or by a quorum of the board of directors of Foodways Texas.
8.3 Roberts Rules of Order (Latest revision) shall govern meetings of members, committees, and the board of directors of Foodways Texas.
9.1 An annual report detailing operations and financial transactions shall be delivered to Foodways Texas members in good standing annually.
9.2 Audit: A separate, line-item budget report shall be presented to the board of directors of Foodways Texas on the occasion of the previous board meeting.
10.1 Bylaws may be amended by vote of the whole membership, provided the proposed amendment is signed by three members in good standing and submitted to the president and the Foodways Texas board of directors at least 60 days prior to the ballot on which the amendment is considered.