Bylaws

Slow Food Santa Cruz Chapter Bylaws

Amended on December — 2014

 

Slow Food USA Mission

Slow Food USA seeks to create dramatic and lasting change in the food system. We reconnect Americans with the people, traditions, plants, animals, fertile soils, and waters that produce our food. We seek to inspire a transformation in food policy, production practices, and market forces so that they ensure equity, sustainability and pleasure in the food we eat.

 

Chapter Mission Statement

Slow Food Santa Cruz is a chapter of Slow Food USA. Our chapter strives to bring Slow Food’s mission to life in Santa Cruz County. We value accessibility and relevance to our entire community, and we encourage conscientious consumption and sustainable innovation in our food system.

 

Article 1: Name & Logo

  1. The organization shall be called Slow Food Santa Cruz.

  2. Slow Food Santa Cruz will use the chapter name and logo of Slow Food in accordance with the Slow Food name and logo agreement signed annually by the Board Chair.

 

Article 2: Purpose

  1. Slow Food Santa Cruz is a local chapter of the international Slow Food movement. A chapter, also called a convivium, is a tool for implementing the Slow Food mission on a local level and therefore the grassroots expression of the movement.

  2. Slow Food Santa Cruz engages the local community in supporting and promoting local, sustainable food and food traditions and advocating for good, clean, and fair food for all people. The chapter’s primary focus is described in the chapter mission statement.

  3. Slow Food is a nonprofit organization with public and charitable purposes. It is not organized for the private gain of any person.

 

Article 3: Membership

  1. Membership to Slow Food Santa Cruz is open to all.

  2. Membership is official once an individual has paid their membership fee to Slow Food USA.

  3. Membership is terminated once the individual does not renew his/her membership.

  4. Members gain voting privilege and are eligible to run for Chapter Board positions.

  5. Slow Food USA provides chapters with access to the chapter’s membership list, Slow Food promotional items, and other resources.

  6. Slow Food chapters provide Slow Food USA access to their chapter’s extended non-member network.

  7. Annual membership fees are determined by Slow Food USA.

 

Article 4: Membership Meetings

  1. Slow Food Santa Cruz will hold at least one general membership meeting each year.

 

Article 5: Board Structure

  1. The Chapter Board of Slow Food Santa Cruz will guide the general direction of the group, ensuring the projects and activities of the chapter are consistent with the ideas and values of the Slow Food movement.

  2. Board meetings are held monthly. The board meeting agenda shall be sent in advance, or can follow a regular agenda of reports from each board member on activities and plans. A quorum is defined as half plus one and may make decisions and vote on behalf of the board.

  3. At least two board meetings per year shall be open to members to observe or propose ideas to the board.

  4. The term for each board position is one year. Board members may serve a maximum of eight consecutive full or partial terms on the board, provided that confirmation by election occurs every year. Members who have served for eight consecutive years may be eligible for re-election after a minimum one-year hiatus.

  5. The Chapter Board is comprised of several positions, described here:

5.E.1 The Board Chair liaises with the Slow Food USA national office, the Regional Governor, and other Chapter Chairs in the region. The Board Chair runs general meetings, acts as one of two signing authorities for the chapter bank account, acts as primary contact for the group, oversees the activities of the chapter, and ensures that the chapter is meeting all annual requirements. The Board Chair also produces agendas and minutes for Chapter Board meetings and the Annual Membership meeting and maintains the Chapter’s documents and archives.

5.E.2 The Vice Chair acts in the Board Chair’s stead when the Board Chair is unavailable and oversees committees and oversees the activities of committees. The Vice Chair also maintains and updates the chapter membership list each month and seeks ways to recruit and retain members.

5.E.3 The Treasurer tracks the income and expenditures of the chapter, acts as one of two signing authorities for the chapter bank account, prepares an annual budget for the chapter, and sets fundraising goals for the chapter.

5.E.4 The Events Chair coordinates chapter events and oversees event planning teams.

5.E.5 The Outreach Chair cultivates relationships with the local food community and related organizations and facilitates chapter involvement with external event sponsorship and promotion. The outreach chair also recruits and coordinates volunteers for chapter events and other activities.

5.E.6 The Communications Chair oversees the chapter’s communications with membership, via email and mail, the chapter website, and social media and responds to media inquiries in cooperation with the Board Chair.

5.E.7 The Garden Chair coordinates chapter activities related to local gardening projects and oversees garden related committees.

5.E.8 The Snail of Approval Chair heads the committee to develop a Snail of Approval program for the Santa Cruz area.

  1. Committees may be formed to deal with specific projects, activities, or events. These committees may choose a committee leader as the primary contact for and coordinator of the project, activity, or event. All Chapter Board members are expected to serve on at least one committee.

 

Article 6: Elections

  1. Any person who wishes to serve on the Chapter Board must be an active, dues-paid member of Slow Food USA.

  2. The Board Chair of Slow Food Santa Cruz should be a member who has served on the Chapter Board or a committee.

  3. The Chapter Board appoints an elections officer to oversee the elections. The elections officer may not run for a position in the election. The elections officer oversees election proceedings, ensures fairness of process and outcome, answers questions about the election, and collects and counts the ballots.

  4. The elections officer should announce the election to all members at least two weeks before the election is to occur.

  5. Elections may be held at the annual general membership meeting.

  6. Candidates for positions may give a brief speech at the election meeting or provide a statement to be read in the event of their absence.

  7. A quorum of members is not necessary to elect board members. Members not present at the election may send a ballot with another member with their vote and signature or submit a ballot directly to the elections officer by a set date.

  8. Voting can be done by secret ballot or by electronic vote.

  9. The candidate who receives the most votes wins the seat.

  10. If there is not a suitable candidate for a Chapter Board position at the time of the annual election, the Chapter Board may appoint a qualified person to serve a partial term.

 

Article 7: Standards of Conduct

  1. Slow Food Chapter Board members have the obligation to meet the following standards of conduct and to hold other leaders accountable to them as well:

  1. Communicate and work together with common courtesy and collegial respect; disagree without being disagreeable.

  2. Create a welcoming environment for new members and volunteers; avoid exclusiveness and language or behavior that offends others.

  3. Always represent Slow Food and its mission in a positive and professional manner; keep disagreements within the Chapter.

  4. Accurately present Slow Food’s policies and positions when communicating on behalf of the organization; do not use a Slow Food leadership role or title to advance personal views.

  5. Respect your obligation to Slow Food’s members; use member lists and information about members for organizational purposes only.

  6. Use Slow Food resources wisely and in keeping with the fiduciary responsibility of all leaders.

  7. Foster an open democratic decision-making process; respect decisions once they are made.

  8. Praise publicly, criticize privately and tactfully.

  9. Handle disputes on the most local level, according to the guidelines provided in the Slow Food USA National Statute. If disputes cannot be resolved locally, the Regional Governor should be contacted to serve as an impartial mediator.

  10. Support Slow Food Santa Cruz by purchasing tickets to events you attend if you do not volunteer your time.

 

Article 8: Amendments

  1. Any member may submit a proposal for the amendment of these bylaws to be considered at a regular Chapter Board meeting.

  2. If one third of those present, by open show of support, wish to consider such an amendment, the amendment may be taken to a vote at the following Chapter Board meeting.

  3. Members must be notified of the proposed amendment before the Chapter Board meeting when the amendment will be taken to a vote.

  4. The amendment must receive the support of three quarters of the Chapter Board at that meeting.

 

Article 9: Ratification

  1. These bylaws must be ratified by three quarters of the Chapter Board members present at a designated Chapter Board meeting.

  2. Any and all previously adopted bylaws are hereby superseded.

  3. After ratifying the bylaws, Slow Food Santa Cruz must notify membership that they have been posted.

  4. The bylaws must be posted on the chapter website or be available to members upon request.

 

Article 10: Conflicts of Interest

  1. Every person elected or appointed to a position of authority in an organization has a duty of loyalty to, and must act in the interests of, that organization. Public perception and confidence in Slow Food USA are vital to the success of the organization. Slow Food USA is a volunteer-run organization and recognizes that its leaders and members have conflicts of interests from time to time. Introducing a conflict of interest policy to the Chapter Board is meant to protect, not punish, the interest of the chapter when it is contemplating entering into a transaction or arrangement.

 

A conflict of interest may arise whenever the personal or professional interests of a board member, staff, or volunteer are potentially at odds with the organization’s best interests. Such conflicts are common and acceptable if they benefit the group and if the Board makes decisions in the chapter’s best interests in a fair and informed manner.

 

The standard of behavior at Slow Food USA stipulates that all Chapter Board members scrupulously avoid conflicts of interest between the organization’s interests on one hand, and their personal, professional, and business interests on the other. The chapter cannot be a vehicle for any one business. This includes avoiding potential and actual conflicts of interest, as well as perceptions of such conflicts.

 

The following steps should be followed to avoid even the appearance of impropriety:

  • No member of the Slow Food Chapter Board shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with Slow Food USA. This conflict-of-interest policy prohibits or limits business transactions by Chapter Board members and requires them to disclose potential conflicts. Upon joining the board, each Board member will sign a conflict of interest policy statement.

  • As a normal practice of the Board, each individual shall disclose to the chapter, any personal interest which he or she may have in any matter pending before the chapter and shall refrain from participation in any decision on such matter. Such disclosures should be recorded in the meeting’s minutes.

  • Require Board members to withdraw from discussion and voting on decisions that present a potential conflict.

  • Although it is not a conflict of interest to reimburse board members for expenses incurred, they are prohibited from being paid to serve on the Board. Board members will not receive pass-through dollars for individual projects.

  • Establish procedures to ensure the organization is receiving fair value in the transaction.

 

Chapter Board is responsible to:

  • Establish by example and attitude an atmosphere of personal integrity. Some situations may need only a brief, informal comment to maintain that climate. In others, a decision may be delayed because of the need to ensure that it has been made in the organization’s best interests. Each of us, by our daily words and actions, contributes to a culture of integrity and responsibility.

  • Record in the minutes of the Chapter Board Meeting the potential conflict of interest, and the use of the procedures and criteria of this policy.

  • Decide only to hire or contract with a board member if they are the best qualified individuals available, and willing to provide the goods or services needed at the best price.

Slow Food Santa Cruz Chapter Board

DECLARATION OF CONSENT TO CHAPTER BYLAWS AND

CONFLICT OF INTEREST POLICY

 

I, ________________________________, understand that the purposes of this policy are to protect the integrity of Slow Food Santa Cruz’s decision-making process, to enable our members to have confidence in our trust, and to protect the integrity and reputations of volunteers, staff, and board members. Upon or before joining the Chapter Board, I will make a full, written disclosure of interests, relationships, and holdings that could potentially result in a conflict of interest.

 

This written disclosure will be kept on file with the Board Chair and I will update it as appropriate. In the course of meetings or activities, I will disclose any interests in a transaction or decision where I (including my business or other nonprofit affiliations), my family and/or my significant other, employer, close associates will receive a benefit or gain. After disclosure, I understand that I will be asked to leave the room for the discussion and will not be permitted to vote on the question.

 

At this time, I am a Board member, a committee member, or an employee of the following organizations:

_________________________________
_________________________________
_________________________________
_________________________________

 

I understand that the chapter bylaws are meant to supplement good judgment, and I will respect its spirit as well as its wording.

 

Signed: ____________________________________

 

Print name: ____________________________________

 

Date: ________________

 

The Chapter Board should collect and keep a copy of a signed Conflict of Interest from each Chapter Board member. Chapter bylaws and conflict of interest should be made available to the Regional Governor and to the National Office upon request.

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