Are By-Laws Set in Stone? NO NLC 2009 Presented by: SNA’s Resolutions & By Laws Committee

R & B Lingo Resolution- a formal expression of opinion, will, or intent voted by an official body or assembled groupResolution- a formal expression of opinion, will, or intent voted by an official body or assembled group Bylaw- a rule adopted by an organization chiefly for the government of its members and the regulation of its affairsBylaw- a rule adopted by an organization chiefly for the government of its members and the regulation of its affairs Executive Board- Policy making body of the association, consists of officers and Executive Director(non-voting)Executive Board- Policy making body of the association, consists of officers and Executive Director(non-voting) Executive Committee- President, President Elect, Vice- President, Secretary/Treasurer, 1 Regional Director, 1 Committee Chair, 1 FS Employee/Mgr Rep, 1 State Agency RepExecutive Committee- President, President Elect, Vice- President, Secretary/Treasurer, 1 Regional Director, 1 Committee Chair, 1 FS Employee/Mgr Rep, 1 State Agency Rep House of Delegates- The deliberative body that identifies trends, issues and areas of concern for the Executive BoardHouse of Delegates- The deliberative body that identifies trends, issues and areas of concern for the Executive Board

R & B Lingo (cont’d) Executive Director- Person who conducts the daily operations of the associationExecutive Director- Person who conducts the daily operations of the association Governing Rules- Articles of Incorporation, Bylaws, and Standing Rules and DefinitionsGoverning Rules- Articles of Incorporation, Bylaws, and Standing Rules and Definitions Governance - The act or process of governingGovernance - The act or process of governing Standing Rules - Rules of procedure that add further detail to the bylawsStanding Rules - Rules of procedure that add further detail to the bylaws Advisory Boards- Industry, Marketing, National Past PresidentsAdvisory Boards- Industry, Marketing, National Past Presidents Parliamentary Authority- Robert's Rules of OrderParliamentary Authority- Robert's Rules of Order Sections - Employee/Managers, State Agency, District Directors and Supervisors, Major Cities, Child CareSections - Employee/Managers, State Agency, District Directors and Supervisors, Major Cities, Child Care

R & B Lingo (cont’d) Chartered Affiliate- State School Food Service AssociationsChartered Affiliate- State School Food Service Associations Quorum- Number of members necessary to be present to hold a meeting, House = 1/3, Board = Majority, Executive Committee = MajorityQuorum- Number of members necessary to be present to hold a meeting, House = 1/3, Board = Majority, Executive Committee = Majority Standing Committees- Nomination, Public Policy and Legislation, Nutrition, Education, Member Services,Resolutions and Bylaws, ResearchStanding Committees- Nomination, Public Policy and Legislation, Nutrition, Education, Member Services,Resolutions and Bylaws, Research

It’s Good to be the Same Articles of IncorporationArticles of Incorporation The Missouri School Food Service AssociationThe Missouri School Food Service Association A Non-Profit OrganizationA Non-Profit Organization We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators for the purpose of creating a non-profit corporation under the laws of the State of Missouri, contained in Chapter 55A of the General Statutes of Missouri, entitled, “Non-Profit Corporation Act,” section 501 (C) (3) of the Internal Revenue Code 1986, and the several amendments thereto, do hereby set forth:We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators for the purpose of creating a non-profit corporation under the laws of the State of Missouri, contained in Chapter 55A of the General Statutes of Missouri, entitled, “Non-Profit Corporation Act,” section 501 (C) (3) of the Internal Revenue Code 1986, and the several amendments thereto, do hereby set forth: Article I – NameArticle I – Name The Association shall be known as the Missouri School Food Service Association, an incorporated membership organization. It is an affiliate of the American School Food Service Association.The Association shall be known as the Missouri School Food Service Association, an incorporated membership organization. It is an affiliate of the American School Food Service Association. Article II – PurposeArticle II – Purpose The purpose of the Association shall be to:The purpose of the Association shall be to: 1. Promote the optimal health, nutrition and education of all children by supporting nutritionally-adequate and educationally sound, financially accountable, non-profit child nutrition and school community nutrition programs.1. Promote the optimal health, nutrition and education of all children by supporting nutritionally-adequate and educationally sound, financially accountable, non-profit child nutrition and school community nutrition programs. 2. Promote high standards for child nutrition and school community nutrition programs with emphasis on nutritionally- adequate meals that are appealing to children.2. Promote high standards for child nutrition and school community nutrition programs with emphasis on nutritionally- adequate meals that are appealing to children. 3. Promote united efforts among school personnel, allied organizations, industry and the public to assure every child an opportunity to receive the benefits of the child nutrition and nutrition education programs.3. Promote united efforts among school personnel, allied organizations, industry and the public to assure every child an opportunity to receive the benefits of the child nutrition and nutrition education programs. 4. Promote high standards and provide appropriate educational program incentives and recognition for professional development of child nutrition personnel.4. Promote high standards and provide appropriate educational program incentives and recognition for professional development of child nutrition personnel. 5. Promote research and development in child nutrition programs.5. Promote research and development in child nutrition programs. 6. Promote the establishment of a national nutrition policy and legislation which provides optimal nutrition and nutrition education for children.6. Promote the establishment of a national nutrition policy and legislation which provides optimal nutrition and nutrition education for children. 7. Promote the involvement of students and the school community in child nutrition programs.7. Promote the involvement of students and the school community in child nutrition programs. 8. Promote membership and provide services to members.8. Promote membership and provide services to members. 9. Take any and all actions authorized to corporations organized not-for-profit under the laws of the State of Missouri and the aforementioned section of the Internal Revenue Code to carry out the foregoing objects and purposes.9. Take any and all actions authorized to corporations organized not-for-profit under the laws of the State of Missouri and the aforementioned section of the Internal Revenue Code to carry out the foregoing objects and purposes.

Kansas Food Service Association By-Laws Proposed Changes ARTICLE I Membership Section D. Dues. –1.Dues for school foodservice and nutrition members and associate retired members shall be established by a two-thirds vote of the delegates voting in the House. –2.Dues for associate and affiliate members, with the exception of associate retired members, shall be established by the Board. –3.The Board may approve a discount of member dues for the purpose of promoting membership. –4.All rights and privileges of membership shall be terminated for nonpayment of dues. –5.Membership processing fees will be added, as needed, to the application/renewal form. ARTICLE I Membership Section D. Dues. 1.Dues for school foodservice and nutrition members and associate retired members shall be established by a two-thirds vote of the delegates voting in the House of Delegates. 2.Dues for associate and affiliate members, with the exception of associate retired members, shall be established by the Board Omit

Recent SNA Changes Addition of Child Care SectionAddition of Child Care Section Past President’s Advisory BoardPast President’s Advisory Board Name ChangeName Change Filling Vacancies of Not Yet Installed OfficesFilling Vacancies of Not Yet Installed Offices Addition of WebsiteAddition of Website School District Owned MembershipsSchool District Owned Memberships

Its OK to be Different Things Specific to Your StateThings Specific to Your State Executive DirectorExecutive Director House of DelegatesHouse of Delegates Officers and Their DutiesOfficers and Their Duties Length of Terms for OfficersLength of Terms for Officers More Classes of MembershipMore Classes of Membership

The Birth of an Resolution Method of Proposal Submitted to Chair of Resolutions & Bylaws Committee in writing by May 1 Upon consent of majority of delegates a resolution can be submitted from the floor of the House

The Adoption of a Resolution Proposed resolutions are considered at ANCProposed resolutions are considered at ANC Copies are mailed to House membersCopies are mailed to House members Adopted by majority voteAdopted by majority vote Resolutions in conflict with Bylaws shall not be presentedResolutions in conflict with Bylaws shall not be presented

Proposing a Bylaw Amendment Method of Proposal for Bylaws and Standing Rules Official request of state affiliate by April 1Official request of state affiliate by April 1 Written petition signed by 100 members by April 1Written petition signed by 100 members by April 1 In writing by majority vote of the Board by the first day of National Leadership ConferenceIn writing by majority vote of the Board by the first day of National Leadership Conference By official request of an Association committee or advisory board by the first day of National Leadership ConferenceBy official request of an Association committee or advisory board by the first day of National Leadership Conference

Adopting a Change A bylaw amendment that was properly submitted will be adopted by a 2/3 vote at the annual meeting of the House of Delegates An amendment to the standing rules needs only a majority vote

Proposed Amendments PROPOSED AMENDMENT #1: ASSOCIATION NAME CHANGE SUBMITTED BY: NAME ASSESSMENT TASK FORCE REFERENCE: CURRENT ARTICLES OF INCORPORATION PAGE 1 Current Proposed Current Proposed Articles of Incorporation Articles of Incorporation Articles of Incorporation Articles of Incorporation Article I Article I Article I Article I Name Name Name Name The name of the corporation is The name of the corporation is The name of the corporation is The name of the corporation is THE AMERICAN SCHOOL FOOD SCHOOL NUTRITION THE AMERICAN SCHOOL FOOD SCHOOL NUTRITION SERVICE ASSOCIATION, INC. ASSOCIATION, INC. SERVICE ASSOCIATION, INC. ASSOCIATION, INC.

Include Rationale RATIONALE: ASFSA has historically reviewed its name in accordance with its Strategic Plan, Mission and Vision. The proposed new names more accurately reflects: who we are, what we’re about, how we want to be viewed by other publics and gives a more professional and contemporary image. As part of the Plan of Action, the Executive Board appointed a Name Assessment Task Force, which reviewed history of ASFSA’s name, reports from previous mega discussions, and developed criteria for name assessment. Name assessment criteria asked the following questions: Did name speak to targeted audiences? Did name speak to targeted audiences? Did name convey key messages? Did name convey key messages? Did name reflect mission/vision? Did name reflect mission/vision? Is name easy to say/use and remember? Is name easy to say/use and remember? Task Force findings included: “American” can be stated or understood as with many other associations “American” can be stated or understood as with many other associations “School” is the word that links us to education and to each other “School” is the word that links us to education and to each other “Food” and “Service” don’t separate us from other foodservice endeavors, nor do they reflect our goals or mission “Food” and “Service” don’t separate us from other foodservice endeavors, nor do they reflect our goals or mission “Association” defines us as a nonprofit membership-based organization “Association” defines us as a nonprofit membership-based organization Task Force members were representative of all facets of ASFSA’s membership. States would not be required to change their names, but logo does lend itself to the addition of state name under “School Nutrition Association.”