Club Chefs Association of America
The Association shall continuously maintain in the State of Illinois a registered agent as required by the Illinois General Not-for-Profit Corporation Act. The registered office of the Association may be changed from time to time by the Board of Directors. The Association may have such other offices, either within or without the State of Illinois as the business of the Association may require from time to time.
This Association is one which does not contemplate pecuniary gain or profit of the members thereof, and the purposes for which this Association is formed are:
1) To form a professional association for chefs who work in public or private clubs.
2) To promote and encourage professionalism and education among chefs in public or private clubs.
3) To benefit the club chef trade through the exchange of ideas regarding new developments and problems in the public and private club environment.
4) To promote higher business standards and better business methods by recognizing excellence in the profession.
5) To improve the general standing of its members and to promote their general welfare.
6) To do each and everything necessary, suitable or proper at any time or place for the accomplishment of any one of the purposes or the attainment of any one or more of the subjects herein enumerated or conductive to or expedient to the interests or benefit of the Association and its members.
7) To exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the Association is organized or to the activities in which it is engaged on behalf of its members acting through this Association and including any rights, powers and privileges granted by the laws of the State of Illinois to not-for-profit corporations.
8) No part of the net earnings of the Association shall inure to the benefit of any member, director or officer of the Association, or any private individuals (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes), or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association.
Section 1: Membership Classifications
There shall be three classes of members: Members, Associate Members and Honorary Allied (collectively referred to herein as Members). The Board of Directors of the membership and the qualifications thereof. The qualifications of the members of each class shall include, but are not limited to the following:
Section 2: Privileges of Members
All Association Members in good standing shall have the right to vote on all Association matters submitted to the membership for a vote, hold office, propose candidates for the office, participate on any committees and make use of the services provided by the Association.
Section 3: Privileges of Associate Members
All Association Associate Members in good standing shall enjoy all of the privileges of Members except Associate Members shall not have the right to vote on Association matters or to hold office as an officer or director of the Association.
Section 4: Privileges of Honorary Allied
All Association Honorary Allied Members shall have the right to receive any mailings or publications of the Association, to serve on committees when so requested by the Board of Directors and such other privileges as the Board of Directors shall determine. However, Honorary Allied Members shall not have the right to vote on Association matters or hold office as an officer or director of the Association.
Section 5: Annual Meeting
The annual meeting of the membership shall be held during the month of November at such date and time as determined by the Board of Directors.
Section 6: Special Meeting
Special meetings of the members may be called at any time by either the President, Board of Directors or upon written request of not less than ten percent (10%) of the members having voting rights. No business other than that specified in the notice of meeting shall be transacted at any special meeting.
Section 7: Notice of Meeting
Written notice stating the time, place and date of any meeting of membership shall be delivered to each member entitled to vote at such meeting not fewer then five (5) or more than forty (40) day before the date of such meeting. In the case of a special meeting, the purpose for which the meeting is called shall be stated in the notice. If mailed, notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the Member at his/her address as it appears in the records of the Association with postage thereon prepaid.
Section 8: Change of Membership Status
a) Resignation – Any Member may resign by filing a resignation with the Secretary. Such resignation shall not relieve the Member from the obligations to pay any accrued and unpaid dues or other charges nor will such resignation entitle a Member to a refund of any dues already paid.
b) Reinstatement – Upon written request signed by a former Member and filed with the Secretary, Board of Directors may, by the affirmative vote of a majority of the Members of the Board, reinstate such former Member and membership, provided that any accrued and unpaid dues and changes have been paid in full, upon such terms as the Board of Directors may deem appropriate.
c) Transfer of Membership – Membership in the Association is not transferable or assignable.
d) Termination of Membership – The Board of Directors by affirmative vote of two thirds (2/3) of all Members of the Board may suspend or expel a Member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership, of any Member who becomes ineligible for membership, or suspend or expel any Member who shall be in default in payment of dues fixed in Article III, Section 7 of these Bylaws. Such termination shall not entitle the terminated Member to any refund of any dues previously paid.
Section 9: Initiation Fees and Dues
a) Annual Dues – The annual dues shall be $250 for Members and Honorary Members. The Board of Directors may change at any time annual dues payable to the Association by members of each class established pursuant to Article III, Section 1 of these Bylaws.
b) Default and Termination of Membership – When any Member of any class shall default in payment of dues for a period of ninety days, the membership shall be automatically terminated unless special circumstances are recognized by the Board of Directors.
Section 10: Informal Action by Members
Unless specifically prohibited by these Bylaws, any action required to be taken by the Illinois General Not-For-Profit Corporation act of 1986 at any annual or special meeting of Members entitled to vote, or any other action which may be taken at a meeting of the Members entitled to vote may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed either (i) by all of the Members entitled to vote with respect to the subject matter thereof, or (ii) by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voting.
Section 11: Proxies
No Member shall be entitled to vote by proxy.
Section 12: Quorum
The Members holding fifteen percent (15%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the members, a majority of the Members present may adjourn the meeting to a future date without notice. Once a quorum is present withdrawal of any of the Membership shall not cause failure of a duly constituted quorum of that meeting.
Section 13: Rules
The most recent edition of Roberts Rules of Order shall govern the conduct of the proceedings of all meetings of the Members of the Association, except where inconsistent with these Bylaws or the laws of the State of Illinois.
Board of Directors
Section 1: Powers of Directors
All corporate powers of the Association shall be exercised by or under the authority of the Board of Directors. Powers of the Board of Directors include, but are not limited to the following:
Section 2: Number, Tenure, and Qualifications
The Board of Directors of the Association shall consist of not less than four (4) nor more than sixteen (16) persons, at least twenty (20) days before each of the Members at which directors are to be elected. The Board of Directors will set the number of directors to be elected. The Directors need not be residents of Illinois. The Directors must be Members of the Association. The number of Directors may be increased or decreased as provided hereafter. The number of Directors shall never be fewer than three (3). No decrease shall have the effect of shortening the term of an incumbent Director. Each Director shall hold office until the next annual meeting of Membership or until his/her successor shall have been elected and qualified. The Members of the Board of Directors shall be elected at the annual meeting of the Members as provided in Article III, Section 5 of these Bylaws, or as otherwise provided by statues. Any person who is a Member of the Association shall be eligible for election as a Director.
All Directors elected by vote of Members as provided in Article IV, section 3 shall serve a two year term. Such terms expire at the annual meeting of Members in the second following year. Directors, elected by a vote of the Board of Directors shall serve the time provided for in Article IV, Section 3; Directors may serve any number of terms.
Section 3: Election of Directors
At the first meeting of the first Board of Directors named in the Articles of Incorporation, the Board shall elect, by a majority vote of all Members of the Board, who shall serve until the second annual meeting of the members. At the second annual meeting of the members, and at all annual meetings of the Members thereafter, the members, by a majority vote of those present, shall elect Directors to fill those Directors’ terms then expiring.
Section 4: Regular Meeting
An annual Meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after and at the same place as the annual meeting of Members. The Board of Directors may provide, by resolution, the time and place either within or without the State of Illinois for the holding of additional regular meetings without other notice than such resolution.
Section 5: Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President, a majority of the Board of Directors, or a majority of the Members of the Association. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board of Directors called by them.
Section 6: Vacancies
Any vacancy on the Board of Directors and any directorship to be filled by reason of an increase in number of Directors may be filled by vote of the majority of Directors then in office.
Section 7: Quorum by the Board of Directors
One-third (1/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 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 the act of a greater number is required by the Articles of Incorporation or the Bylaws.
Section 8: Removal
One or more of the Directors may be removed for cause provided that:
Section 9: Informal Action by Directors
Unless specifically prohibited by these Bylaws, the action required to be taken by the Illinois General Not-For-Profit Corporation Act of 1986 at a meeting of the Board of Directors or any other action which may be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the Directors and all of any non-director committee Members entitled to vote with respect to the subject matter thereof or by all the Members of such committee as the case may be.
The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more Directors or Committee Members. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. Any such consent signed by all of the Directors or all the committee members, as the case may be stated as such in any document field with the Secretary of State.
Section 10: Rules
The most recent edition of Roberts Rules of Order shall govern the conduct of the proceedings or all meetings of the Board of Directors, except where inconsistent with these Bylaws or the laws of the State of Illinois.
Section 1: Chairman
The Chairman shall be elected from among the Members of the Board. The Chairman shall preside over the Board of Director meetings when in attendance.
Section 2: Officers
The officers shall be a President, Vice President, Treasurer, Secretary, and other officers as may be deemed necessary by the Board of Directors. To be eligible for election as an officer, candidates must be Members of the Board of Directors. Any two or more offices may be held by the same person.
Section 3: President
The President shall act in a general executive capacity subject to the control of the Board of Directors. The President shall be in control of the general and active management, administration, and operation of the Association’s business and in the supervision of its policies and affairs and over its several officers, agents and employees. The President shall perform the duties of the chief executive officer of the Association, and shall be subject to all the restrictions and shall not act in those instances in which the authority to execute is expressly delegated to another officer or agent of the Association or a different mode of execution in expressly prescribed by the Board of Directors or these Bylaws, the President may execute, for the Association, any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The President shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors or these Bylaws. The President shall preside over those meetings in which the Chairman is not in attendance.
Section 4: Vice President
The Vice President shall preside at all meetings in the absence of the Chairman and the President and shall fulfill the duties and functions of the President in the event the office of the president becomes vacant through resignation or other reason. The Vice President shall assist the President in the discharge of his/her duties as the President may direct and shall perform such other duties from time to time that may be assigned by the President or Board of Directors. The Vice President shall oversee revenue and fund generation for the Association and other duties as may be requested by the Board of Directors.
Section 5: Treasurer
The treasurer shall be the principal accounting and financial officer of the Association. The Treasurer shall:
a) Be responsible for the maintenance of accurate records of all financial transactions.
b) Receive and disburse funds in accordance with the policies of the Board of Directors.
c) Furnish financial reports to the business meetings of the officers and the Board of Directors.
d) Submit records and accounts for an annual audit to the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine.
Section 6: Secretary
The Secretary shall:
a) Record the minutes of the Members’ and of the Board of Directors’ meetings if invited in one or more books provided for the purpose.
b) See that all notices are duly given in accordance with the provisions of the Bylaws or as required by law.
c) Be Custodian of the corporate records.
d) Keep a register of the post office addresses of each Member which shall be furnished to the Secretary by such member.
e) Sign with any other officer thereunto authorized by the Board of Directors, any contracts, deeds, mortgages, bonds or other instruments except when a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws.
f) Perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him/her by the Chairman of the Board or by the Boar of Directors.
Section 7: Salaries
The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Association.
Section 1: Committees
The Board of Directors by resolution adopted by a majority of the Directors in office may designate one or more committees each of which will consist of two or more directors and such other persons as the Board of Directors designates, provided that a majority of each committee’s memberships are Directors. The committees to the extent provided on said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the Association; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it, him or her by law.
Section 2: Commissions or Advisory Bodies
Commissions or advisory bodies not having and exercising the authority of the Board of Directors in the Association may be designated or created by the Board of Directors and shall consist of such persons as the Board of Directors designates. A commission or advisory body may not have Directors as members as the Board of Directors determines. The commission or advisory may not act on behalf of the Association or bind it to any actions by may make recommendations to the Board of Directors or to the officers of the Association.
Section 3: Term of Office
Each Member of a committee advisory board or commission shall continue as such until the next annual meeting of the Members of the Association and until his or her successor is appointed, unless the committee, advisory board or commission shall be sooner terminated or unless such Member be removed from such committee, advisory board or commission by the Board of Directors or unless such Member shall cease to qualify as a Member thereof.
Section 4: Chairman
One Member of each committee, advisory board or commission shall be appointed Chair or Chairman.
Section 5: Vacancy
Vacancies in the Membership or any committee, advisory board or commission may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6: Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, advisory board or commission, ad majority of the whole committee, advisory board or commission shall constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the committee, advisory board or commission.
Section 7: Rules
Each committee, advisory board or commission may adopt rules for its own government not inconsistent with these Bylaws or the rules adopted by the Board of Directors.
Section 8: Informal Action
The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Members entitled to vote.
Section 9: Review of the Committees
Any action of the committees shall be reported to the Board of Directors at the next meeting of the Board of Directors succeeding such action, and shall be subject to revision or alteration by the Board of Directors.
Contracts, Loans, Checks and Deposits
Section 1: Contracts
The Board of Directors may authorized any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2: Loans
No Loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3: Checks, Drafts, Other
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4: Deposits
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5: Gifts
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purpose or for any specific purpose of the Association.
Books and Records
The Association shall keep correct and complete books and records of account and 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 and shall keep at the registered or principal office a record giving the names and addresses of the Members entitles to vote. All Books and records of the Association may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time.
The Fiscal year of the Association shall be determined by resolution of the Board of Directors.
Notwithstanding any other provision of these Bylaws, the Association shall not carry on any activity not permitted by an organization except under Section 501 (c) (6) of the Internal Revenue code and the regulations thereunder as they now exist or as they may be amended. Upon the dissolution of the Association or the winding up of its affairs, all liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provision shall be made therefor. Assets held by the Association upon condition requiring return, transfer or conveyance, which condition occurred by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of these Bylaws or under the provisions of the General Not-For-Profit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver of notice thereof unless the Person at the meeting objects to the holding of the meeting because proper notice was not given.
Indemnification of Officers, Directors, Employees and Agents; Insurance
Section 1: Authorization for indemnification
Section 2: Authorization by Directors, Legal Counsel or Members
Any indemnification under these Bylaws unless order by the court shall be made by the Association only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 of this Article.
Such determination shall be made:
Section 3: Indemnification Not Exclusive
The Indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other bylaw, agreement, vote of members or disinterested directors or otherwise, both as to any action in his or her official capacity and as to any action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 4: Payment of Expenses in Advance
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of any undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association as authorized in the Article.
Section 5: Insurance
The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or who is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the provision of the General Not-for-Profit Corporation act.
Section 6: Notice to Members
If the Association has paid indemnity or has advanced expenses under this Article to a director, officer, employee or agent, the Association shall report the indemnification or advance in writing to any Member entitled to vote with or before the notice of the next meeting of the Members entitled to vote.
Section 7: References to Association
For purposes of this Article, references to the Association shall include in addition to the surviving corporation, any merging corporation including a corporation having merged with a merging corporation absorbed in a merger which, if it separate existence has continued, would have the power and authority to indemnify its directors, officers, employee or agent, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if it separate existence had continued.
Section 8: Other References
For purposes of the Article, reference to ‘other enterprises’ shall include employees benefit plans; reference to ‘fines’ shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to ‘serving at the request of the Association’ shall include any service as a director, officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner ‘not opposed to the best interest of the Associations’ as refereed to in this Article.
The power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Members unless otherwise provided in the Article of Incorporation or the Bylaws. Such Action may be taken at a regular or special meeting for which written notice of the purpose shall be given.
Conflict with Law
If any of the provisions included in these Bylaws are in conflict with the General Not- for-Profit Corporation Act, as amended from time to time, it is hereby set fourth that the General Not-for-Profit Corporation Act shall prevail over the provisions included in these Bylaws.
Gender and Number
The use of the masculine, feminine or neuter gender and the use of the singular and plural shall not be given the affect of any exclusion or limitation herein; and the use of the work “party” shall mean and include any individual, trust, corporation, partnership or other entity.
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