Constitution
of the
Food Distribution Research Society Incorporation
The
Food Distribution Research Society, Inc. is a non-profit
education organization that was officially incorporated
under the laws of the state of Maryland, on February
20, 1970.
PURPOSE
The overall goal of the Society is to facilitate
leading-edge information in applied research, implementation
of results, and education in the food distribution
field. Major foci are retail and wholesale distribution
and the flow of products and services through these
firms and institutions. Related areas of interest
are patterns of consumption, impacts of technology
on processing and manufacturing, packaging and transport,
data and information systems in the food and agricultural
industry, market development, and international trade
in food products and agricultural commodities.
Specifically,
the Society seeks to:
1.
provide a forum for exchange of ideas and information
and to act as a clearing house for food distribution
research and education;
2.
encourage applied research, assist with problem definition,
provide coordination, foster implementation of results,
and assure feedback between researchers and users
of results;
3.
assist with food industry education and training,
as well as implementation of new ideas and concepts;
and
4.
provide for professional development, advancement
and recognition in the food distribution field.
BY-LAWS
ORGANIZATION
The organizational structure is comprised of the following
board of directors, elected officers, appointed officers,
and committees:
Board of Directors
The purpose of the board is to establish overall policy,
approve the budget, and be responsible for the handling
of any special funds maintained by the Society. It
can remove any officer or director for cause by a
majority vote. It is expected that the Board shall
hold one to two meetings each year. The Chair of the
Board is the current President. In addition, members
are the: President-Elect, immediate Past-President,
Secretary/Treasurer, Vice Presidents, and 6 elected
professional members of the Society as Directors.
Elected Officers
Immediate Past-President, one-year term; President,
one-year term; President-Elect, one-year term; Secretary/
Treasurer, indefinite, term, although re-elected annually;
and 6 Directors - each elected for a three-year term
with 2 being elected each year. Elections are held
at the fall Annual Business Meeting of the membership
of the Society.
Appointed
Officers
The President appoints the following Executive Committee
members: Vice President for Programs, Vice President
for Research, Vice President for Education, Vice President
for Communications, Vice President for Membership,
and the Vice President for the Applebaum Scholastic
Award Fund.
TERMS
OF OFFICE
Terms
of office begin after the election, which is normally
at the end of the Annual Business Meeting, and run
for the designated term. When a Director or Officer
is determined to be unable to fill his/her elected
or appointed term, the President is authorized to
make an interim appointment (which shall be in effect
until the next Annual Business Meeting) after obtaining
concurrence from a majority of the Board of Directors.
Committees
Executive Committee
The Executive Committee carries out the operations
of the Society in line with the stated purposes. Its
members include the Vice President for Programs, Vice
President for Research, Vice President for Education,
Vice President for Communications, Vice President
for Membership, and the Vice President for the Applebaum
Scholastic Award Fund. In addition, the immediate
Past-President, the President-Elect, and the Secretary/
Treasurer serve as members of the Executive Committee,
with the President as Chairperson.
Nominating Committee
The Nominating Committee nominates the President-Elect,
Secretary-Treasurer, and candidates to fill vacancies
on the Board as necessary. (See Elections.) The Nominating
Committee includes the five most recent past presidents
and is chaired by the immediate Past-President. The
Nominating Committee shall submit the slate of candidates
to the Board of Directors at the Annual Conference.
Finance Committee
This committee is responsible for overseeing the investments
in the Applebaum Scholastic Award Fund. The Finance
Committee is chaired by the Vice President for the
Applebaum Scholastic Award Fund. Members include the
Secretary/Treasurer, the President, President-Elect,
and other board members selected by the President.
Communications Committee
This committee is responsible for publications policy,
publicity, and distribution. The Publications Committee
is chaired by the Vice President for Communications.
Other members include Newsletter Editor, the Journal
Editor, and the Web Site Coordinator. This committee
reviews the strengths and weaknesses of the FDRS journal,
newsletter and other Society publications and makes
recommendations to the Board of Directors.
Membership Committee
The Membership Committee works at the discretion of
Vice President for Membership to assist him/her as
needed to increase membership.
Program
Committee
The Program Committee is responsible for developing
a program for the annual conference. The Vice President
for Programs chairs the committee and seek other Executive
Committee members to assist him/her as needed in preparing
a preliminary program for approval at the winter Board
of Directors meeting preceding the annual conference.
Budget
Committee
The Budget Committee is responsible for developing
an annual operating budget for the Society. The Treasurer
chairs the committee. Other Budget Committee members
include the President, Past-President, the Vice President
for Publications, and other Executive Committee members
selected by the President. A budget is prepared and
submitted for approval at the winter Board of Directors
meeting.
Audit
Committee
The
President may appoint an audit committee or make arrangements
for a formal or informal audit of funds of the Society
at his/her discretion and with direction from the
Board. Such examination of financial records is encouraged
when officers with direct financial responsibility
end their terms of office.
SERVICE
AWARDS COMMITTEE
The
Service Awards Committee is made up of the President-Elect,
as chair, plus the three most recent recipients of
each award. The President-Elect, as chair of the committee,
publishes the awards criteria in the Society’s
Newsletter and Membership Directory and Handbook.
The committee makes awards selections and provides
support for all other aspects of the service awards
program. The awards and criteria for the awards are
authorized by the Board of Directors.
RESEARCH
AND COMMUNICATION AWARDS COMMITTEE
The
Research and Communication Awards Committee, chaired
by the Journal Editor, is made up of four other Society
members appointed by the President. The Committee
selects the recipient(s), who are recognized at the
annual awards ceremony, from authors whose articles
are published in the Journal between conferences.
STUDENT
CASE STUDY COMPETITION COMMITTEE
The
chair and members of the Student Case Study Competition
Committee are appointed by the Vice President for
Education in consultation with the President. The
committee announces, publicizes and organizes the
competion to be held at the Annual Conference.
DUTIES
President
The President is the Chairman of the Board of Directors
and the Chief Executive Officer of the Society during
his/her term of office. The President leads the Society's
activities towards fulfillment of its objectives.
The President appoints the following Executive Committee
members: Vice President for Programs, Vice President
for Research, Vice President for Education, Vice President
for, Communications, Vice President for Membership,
and the Vice President for the Applebaum Scholastic
Award Fund, as well as the two award committees’
members. The President, in collaboration with the
Board, in the absence of the Secretary/Treasurer,
has authority to sign checks on behalf of the Society.
President-elect
The President-Elect serves on the Board of Directors
and the Executive Committee and works with the executive
officers of the Society to carry out the objectives.
He/she is responsible for the promotion of the Society's
activities with the appropriate media. The President-Elect
also chairs the Service Awards Committee and assists
the President at the awards ceremony at the annual
meeting.
Past-President
The immediate Past-President is a member of the Board
of Directors, Budget Committee, and the Executive
Committee. He/she is Chairman of the Nominating Committee,
and serves to assist the executive officers in carrying
out special projects as requested.
Secretary/Treasurer
The Secretary/Treasurer is responsible for timely
deposit and disbursement of funds, maintenance of
accounts of expenses and income, and preparation of
an annual budget. He/she is responsible for presentation
of annual financial statements at the annual Board
meeting and Business meeting. The Secretary/Treasurer
deposits annual fees, and page charges for the Journal
and keeps the Society’s books and checking account
in order. He/she has authority to sign checks for
the organization, and serves on the Board of Directors,
the Executive Committee, the Finance Committee, and
chairs the Budget Committee. The Secretary/Treasurer
prepares and presents minutes of official Society
meetings. He/she is also responsible for communicating
with members in connection with official Society business
when necessary and acts as custodian of the official
financial records of the Society.
Vice
President for Programs
The Vice President for Programs is responsible for
programs, registration, finances and facilities for
the annual conference. He/she is chair of the Program
Committee and may appoint committee members and others
to assist as necessary.
Vice
President for Research
The Vice President for Research encourages research
and implementation of research findings. He/she coordinates
and publicizes the call for and selection of research
reports, updates and posters for the annual conference,
and organizes the schedule of research reports and
updates with the Vice President for Programs.
Vice President for Education
The Vice President for Education is responsible for
programs that encourage food distribution education
as described in the Purposes of the Society. He/she
conducts the Applebaum Scholastic Award Program, including
publicizing the call for submissions, organizing the
reviewers, and coordinating with the Vice President
for Programs the annual presentation by the winner(s).
The Vice President for Education also appoints, in
consultation with the President , the Student Case
Study Competition Committee chair and committee. He/she
maintains close communication with this committee
chair and supports the chair and committee in its
work.
Vice
President for Membership
The Vice President for Membership recruites new members
and maintains a current membership roster. He/she
mails dues notices, collects dues and sends them to
the treasurer for deposit. The Vice President for
Membership provides mailing lists/labels for Board
communications, and updates and publishes the Member
Directory and Handbook. He/she serves as Chair of
the Membership Committee, and is responsible for selecting
the members of that committee.
Vice
President for the Applebaum Scholastic Award Fund
The Vice President for the Applebaum Scholastic Award
Fund is charged with the responsibility of investing
for the Fund and arranging for reporting at the Annual
Board Meeting the status of the said assets. He/she
interacts with and coordinates financial reporting
with the Secretary/Treasurer. He/she is responsible
for consultation with the elected officers concerning
investment accounts and for implementing recommendations
of the Finance Committee in line with policy determined
by the Board.
Vice President for COMMUNICATIONS
The Vice President for Communications, with the assistance
of the President, appoints the Journal Editor, Newsletter
Editor and Web Site Coordinator and coordinates their
work. The appointments are then approved by the Board.
He/she oversees promotion of the Journal and Newsletter,
consults on questions of journal policy and style,
seek advertising for the journal and newsletter to
meet budgetary needs, and advises editors on budgetary
matters.
Newsletter
Editor(s)
The Newsletter Editor is responsible for publishing
at least 2 issues of a Newsletter annually and preparing
an annual budget request to the Secretary/Treasurer
by the end of December each year. He/she may establish
a committee to help in obtaining materials of interest
to the membership.
Journal Editor(s)
The Journal Editor edits and publishes the journal,
in a timely manner, both regular refereed issues and
annual proceedings. He/she selects the Editorial Board,
prepares an annual budget request for the Secretary/Treasurer,
bills authors for page charges, and establishes journal
policy and style in consultation with the Vice-President
for Communications. The Journal editor may appoint
one or more individuals who will assist in editing,
publishing and budgetary matters for the journal.
WEB
SITE COORDINATOR(S)
The
Web Site Coordinator maintains the Society’s
Website, working with the Vice President for Communications,
Vice President for Membership and other members of
the Executive Committee to be sure all information
is accurate and timely.
MEMBERSHIP
Membership is open to individuals and companies indicating
an active interest in food distribution research and
the food system in general. Non-participatory memberships
are available for libraries. The following are classes
of membership:
Professional Member
Professional Members work in government, academic
settings or private enterprises in the field of food
distribution.
Company Member
A Company Member is one whose company pays the appropriate
company member fee, designates up to three employees
as members, and receives two copies of all Society
publications. The company may change individual member
designates as desired, but only three will be able
to attend meetings at the regular member rate.
Student Member
A Student Member is a full-time at an accredited university.
Library Member
A Library Member is a non-participating member entitled
to receive copies of all Society Journals and Newsletters.
Life Member
A Life Membership may be acquired for a fee established
by the Executive Committee. It exempts the member
from paying annual fees for the life of the member.
Honorary Member
A membership may be bestowed by vote of the Executive
Committee and will have no fees.
Retired Member
A Retired Member is retired from professional life.
Contributing Member
Depending on the level of contribution, a member,
company, institution or organization will be designated
as a Participating, Sustaining, Guarantor, or Patron
member. The levels of contribution are established
by the Executive Committee.
Membership
Fees
Membership fees are established by the Executive Committee
and approved by the Board. Retired and student members
are charged less than professional members. Membership
fees are paid on an annual basis.
Grants
The Society, which is a non-profit organization, may
accept grants from industry, institutions, organizations,
foundations, or the government to fulfill all or part
of its objectives. In addition, the Society may provide
services, such as assistance with problem definition,
coordination, project management, data collection
and analyses, and implementation of research results.
The Society may be compensated according to an agreed
upon fee structure. Such services would be managed
by the Secretary/Treasurer, Vice-President for Research,
and other Executive Officers designated by the President
in accordance with policy established by the Executive
Committee and approved by the Board.
Terminations
Membership will be terminated for failure to pay fees
within an appropriate time period as designated by
the Executive Committee or may be terminated for any
valid cause as determined by said Committee.
An
officer of the Society may be removed from office
for failure to attend two consecutive meetings of
the Board of Directors without an adequate excuse.
The Board may declare the position held by such member
as vacant. The President may fill the vacated position
for the remaining portion of the term with concurrence
of a majority of the board members.
ELECTIONS
1. The immediate Past-President leads a nominating
committee of the five most recent past Presidents
to select candidates to fill the respective offices
as set forth in this Constitution. The Nominating
Committee presents the selections to the Board of
Directors at the fall Board meeting and to the members
at the annual Business Meeting.
2.
The election shall be held at the annual membership
Business Meeting.
3.
At the regular election of officers and directors,
no professional member can vote who is in arrears
for fees, and it shall be the duty of the Vice President
for Membership to advise, when requested, as to the
standing of the members voting. Each member is entitled
to one vote.
4. The Nominating Committee shall have entire charge
of the annual election. It appoints the necessary
election officials to certify to the Secretary/Treasurer
the number of votes cast for each candidate.
AMENDMENTS
This constitution may be amended as follows:
The
Board of Directors may recommend the adoption of a
proposed amendment. A copy of the proposed amendment
shall be provided to each Society member present at
the annual meeting at least one day prior to the annual
business meeting. The proposed amendment shall be
voted upon at the annual business meeting. A majority
of the members present shall be required to pass on
such proposed amendment, which shall be in full force
and effect from the date of passage.
In
the event that a proposed amendment is not approved
by the Board of Directors, such proposed amendment,
if approved in writing by not less than 25 members
of the Society, shall be submitted to the Society
members and voted on as provided above.
Amended and approved by the membership at the Annual
Business Meeting on October 14, 1987.
Revised
for publication June 25, 1992.
Amended
and approved by the membership at the Annual Business
Meeting on October 14, 1995
Amended
and approved by the membership at the Annual Business
Meeting on October 17, 2000
