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CFESA Bylaws

(Note: The masculine gender is used in these bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstance indicates)

Article I - Name and Mission

Section 1
The name of the association shall be Commercial Food Equipment Service Association, Inc.

Section 2
The Vision of the Commercial Food Equipment Service Association (CFESA) is to be recognized as the standard of excellence for servicing commercial food equipment. (Revised June 2011)
The Mission of CFESA is to anticipate trends and provide resources, training and education to support excellence in service. (Revised June 2011)

Section 3
The principal office of the association shall be determined by the Board of Directors.

Article II - Membership

Section 1: Classes of Members

The association shall have five (5) classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:

Branch Members, Associate Members, Affiliate Members, and Honorary Members shall have no voting rights, but their representatives shall be entitled to attend general session meetings, shall be eligible for appointment to committees, including the chairmanship there of, and may vote at committee meetings, and shall have such other rights and privileges as may be designated by the Board of Directors, except the right to hold office or to serve as a director. Representatives of Branch Members shall be entitled to attend meetings of the Voting Members.

Section 2: Voting

Each Voting Member shall appoint and certify to the Secretary of the association a person to be its representative in the association and who shall represent, vote and act for the member in all affairs of the association. Each Voting Member shall be entitled to one (1) vote. If more than one firm, partnership or corporation, are under common control, they shall be considered collectively as one (1) Voting Member. “Common control” means that more than 50 percent of each such firm, partnership or corporation is owned by the same person, persons, or entity (Revised October 2015)

Section 3: Election to Membership
Application for membership will be made in writing to the CFESA Headquarters office. The application must be accompanied by proof of valid written service contracts with at least five manufacturers of commercial food service equipment. Election to membership will be by vote of the Second Vice President and the Membership Chair.

Section 4: Duration of Membership and Resignation
Membership in this association may terminate by voluntary withdrawal as herein provided, or otherwise in pursuance of these bylaws. All rights, privileges and interest of a member in or to the association shall cease on the termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors at the next succeeding meeting of the Board of Directors. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.

Section 5: Suspension and Expulsion
Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws, violation of the code of ethics or failure to pay dues. (Revised May 20, 2004) Except for nonpayment of dues as set forth in article III or declaration of bankruptcy, suspension or expulsion shall be by two thirds (²/₃) vote of the entire membership of the Board of Directors; provided that a statement of the charges shall have been mailed by certified or registered post to the last recorded address of the member at least (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.

Section 6: Reinstatement
Upon a special request signed by a former member and filed with the Secretary, the Board of Directors, by an affirmative vote of two-thirds (²/₃) of the members of the Board, may reinstate such former members to membership.

Section 7: Transfer of Membership
Membership in this association is not transferable or assignable. A new owner may apply for membership within one (1) year without initiation fee. In all other respects, the death, resignation, expulsion or bankruptcy of a member shall terminate such membership.

Article III - Dues and Fees

Section 1
The annual dues and fees for each member of the association shall be determined by the Board of Directors.

Section 2
Members who fail to pay their dues within thirty (30) days from the time the same become due shall be notified by the Secretary and, if payment is not made within the next succeeding thirty (30) days, shall, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership provided the Board of Directors
does not by rule prescribe procedures for extending time for payment of dues and continuation of membership upon request of a member and for good cause shown.

Article IV - Meetings

Section 1: Annual
There shall be an annual spring meeting of the association for election of Officers and Board of Directors, for receiving the annual reports and the transaction of other business. Notice of such meetings, signed by the Director, shall be emailed to the last recorded email address of each member at least thirty (30) days before the time appointed by the meeting.

Section 2: Special
Special meetings of the association may be called by the President or the Board of Directors, or shall be called by the President upon written request of fifty percent (50%) of the Voting members of the association. Notice of any special meeting shall be emailed to each Voting member at his last recorded email address at least thirty (30) days in advance, with a statement of the time and place and information as to the subject or subjects to be considered.

Section 3: Quorum
Twenty-five percent (25%) of the Voting membership shall constitute a quorum, and, in case there be less than this number, the presiding officer may adjourn from time to time until a quorum is present.

Section 4: Proxy
Any member may give proxy to vote to any nonmember employed by the member or his firm or organization. Said proxy shall be in writing and signed by the member, scanned and emailed to the presiding officer prior to calling of the meeting to order. No proxy shall be valid beyond the meeting for which said proxy was issued.

Section 5: Order of Business
The order of business at meetings shall be as follows:
1) Call to order
2) Reading of minutes from previous meeting
3) Receiving communications
4) Reports of officers
5) Reports of committees
a) Standing
b) Special
6) Unfinished business
7) New business
8) Election of officers and directors
9) Adjournment

Section 6
The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these bylaws.

Article V - Annual Election

Section 1
At the annual meeting next held after the adoption of these bylaws, there shall be elected by ballot six (6) Directors of the association, three (3) of whom shall be elected for a term of one (1) year, three (3) for two (2) years. At each annual meeting thereafter, a number of Directors equal to that of those whose terms have expired or are about to expire shall be elected for a term of two (2) years. Any Director shall be eligible for re-election, however, no Director shall hold the directorship for more than two (2) consecutive terms. Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be dully elected and qualified, or unless they resign, are removed or are otherwise unable to fulfill an unexpired term.

Article VI - Board of Directors

Section 1
The Board of Directors shall have supervision, control and direction of the affairs of the association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2
All elected officers and directors shall be members of the Board, with the right to vote. In addition, the president, upon leaving the position of President, shall assume the position of Immediate Past President on the Executive Committee. The former President may not assume any other position on the Executive Committee. The former President shall hold this seat until his successor vacates the Presidency. At that time, the current Immediate Past President must rotate off the Executive committee for a period of not less than one year before being eligible to serve on the Executive Committee. The most recent former President shall then serve as Immediate Past President.

Section 3: Meetings
Except that the board shall have a regular meeting at the time and place of the annual meeting, the Board shall meet upon call of the President at such times and places as he may designate, and shall be called to meet upon the demand of a majority of its members. Notice of all meetings of the Board of Directors shall be emailed to each member of the Board at his last recorded email address at least ten (10) days in advance of such meetings.

Section 4: Quorum
A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any lesser number may adjourn from time to time until a quorum is present.

Section 5: Absence
Any member of the Board of Directors unable to attend a meeting shall, in an email addressed to the President or Secretary, state the reason for this absence. If a Director is absent from
two (2) consecutive meetings for reasons which the Board has failed to declare to be sufficient, his resignation shall be deemed to have been tendered and accepted.

Section 6: Compensation
Directors as such shall not receive any stated compensation for their services as directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedure for approval and payment of such expenses by designated officers of the association. Nothing herein shall preclude a director from serving the association in any other capacity and receiving compensation for such services.

Section 7: Resignation or Removal
Any director may resign at any time by giving notice either in writing or via. Email to the President, the Secretary or to the Board of Directors. Such resignation shall take effect at the time specified, at the time of acceptance thereof as determined
by the President or the Board. Any director may be removed by a majority vote of the directors at any regular or special meeting at which a quorum is present.

Section 8: Vacancies
Any vacancies that may occur on the Board by reason of death, resignation or otherwise may be filled by an appointment by the remaining members of the Board for the unexpired term.

Section 9: Voting
At all meetings of the Board of Directors a majority vote of the entire Board shall be required. In the event that a majority vote cannot be reached at a Board meeting of less than full membership, the Secretary will poll the entire Board by mail on the subject or subjects to be acted upon.

Article VII - Officers

Section 1
The elective officers of this association shall be a President and two (2) Vice Presidents, a Secretary and a Treasurer. These officers shall be elected by the Voting Membership at the Annual Meeting. Election shall be closed ballot and a majority of the votes cast shall elect. (Revised January 2012)

Section 2
Each elective officer shall take office upon election and shall serve for a term of two (2) years until his successor is duly elected and qualified. The President may not serve more than one term or two (2) years. Vice Presidents may serve two (2) terms. (Revised December 2011)

Section 3
Vacancies in any office may be filled for the balance of the term thereof by the directors at any regular or special meeting.

Section 4: President
The President shall be the principal elective officer of the organization, shall preside at meetings of the association, and the Board of Directors, and shall also, at the annual meeting of the association and at such other times as he shall deem proper, communicate to the association or to the Board of Directors, such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the association, and shall perform such other duties as are necessarily incident to the office of the President or as may be prescribed by the Board of Directors.

Section 5: Vice Presidents
The Vice Presidents may be delegated by the President to perform his duties, in the event of his temporary disability or absence from meetings, and shall have such other duties as the President or the Board may assign. (Revised January 2012)

Section 6: Treasurer
The Treasurer shall keep an account of all monies received and expended for the use of the association, and shall make disbursements authorized by the Board and approved by two (2) elected and designated officers or such other officers as the Board may prescribe. All sums received he shall deposit in the bank or banks, or trust company, approved by the Board of Directors, and shall make a report at the annual meeting or when called upon by the President. Funds may be drawn only as specified by the Board of Directors. The duties of the Treasurer under the authority of the Board of Directors, may be assigned in whole or part to the Executive Director. The funds, books and vouchers in his hands shall, with the exception of confidential reports submitted by member, at all times be subject to verification and inspection by the Board of Directors and for yearly audit.

Section 7: Secretary
It shall be his duty to give notice of and attend all meetings of the association, to keep a record of all proceedings, to attest document and perform such other duties as are usual for such officials or as may be duly assigned to him. The duties of the Secretary, under authority of the Board of Directors, may be assigned in whole or in part to the Executive Director.

Section 8: Executive Director
The administration and management of the association shall be a salaried position, employed or appointed by and directly responsible to the Board of Directors. He shall have the title of Executive Director, or such other title as the Board shall from time to time designate, and he may act as Secretary or Treasurer of the Association.

Section 9: Bonding
The Executive Director shall furnish, at the expense of the association, a fidelity bond approved by the Board in such a sum as the Board may prescribe. The Board may also require such bond of any other officers as it deems necessary.

Article VIII - Committees

Section 1
Standing Committees shall consist of at least one (1) Director and as many additional members of the Association as are needed to carry on the work of the committee. Committees may be established by the Board of Directors as it deems necessary and may include any or all of the following Standing Committees with the responsibilities and duties listed below:
A) Board Development Committee: Responsible for developing and recommending a profile of potential Board members and identifying and evaluating how current Board members fit the profile; responsible for suggesting nominees to the Nominating Committee; responsible for insuring the Board members receive appropriate orientation; responsible for reviewing the service of each Board member on an annual basis
B) Business Technology Committee: Responsible for seeking the latest technologies available for presentation to the membership for implementation.
C) Education & Training Committee: Responsible to continuously promote and provide educational opportunities to the membership and its employees.
D) Executive Committee: Shall consist of the officers of the Association, (President, Vice Presidents, Secretary, Treasurer and the Immediate Past President), and shall act on behalf of the Board between meetings. The Executive Committee, when the Board of
Directors is not in session, may exercise all of the powers of the Directors, except to approve an amendment to the Articles of
Incorporation, plan a merger or consolidation or appoint or terminate the Executive Director or amend the Bylaws. (Revised January 2012)
E) Finance Committee: Shall consist of the Treasurer of the Association. The finance Committee is responsible for working with staff to create the upcoming fiscal year budget; responsible for presenting budget recommendations to the Board; monitors implementation of the approved budget on a regular basis and recommends proposed budget revisions.
F) Marketing Committee: Responsible for the promotion of the Association’s image, through various means of marketing, to the foodservice industry; responsible for publicizing the Association’s goals, activities and positions on topics and issues of interest to the foodservice industry.
G) Membership Services Committee: Responsible for seeking and developing services to benefit all members of the association. In addition, this committee is responsible for investigating and presenting all proposed Bylaw changes, new member orientation and overseeing management of regionalization.
Section 2
Ad Hoc (Or Special Committee) Committees shall consist of at least one (1) Director and as many additional members of the Association as are needed to carry on the work of the committee, will have limited charges, are created for specific purposes and are disbanded when the need for them no longer exists. Ad Hoc Committees may be established by the Board of Directors as it deems necessary, and may include any or all of the following Ad Hoc Committees with the responsibilities and duties listed below:
A) The Nominating Committee shall consist of the Immediate Past President, one (1) Director not currently running for a board position, one (1) Past President, the current President and one (1) Voting member in good standing with CFESA. The Nominating Committee is responsible for evaluating, approving and obtaining acceptance of nominations, for potential
positions to the Board of Directors, from individuals recommended by the Board Development Committee. (Revised October 2011)

Article IX - Annual Election

Section 1
Prior to the Spring Annual Meeting, the Chair of the Nominating Committee will request and accept any nominees from the Voting Membership. At the Spring Annual Meeting, the Chair will present the slate of officers and directors, previously reviewed and nominated by the Nominating Committee, for each vacancy, and the terms for each. Each nominee will have previously given his consent prior to the presentation by the Nominating Committee. (Revised May 2002)

Section 2
Election of officers and directors shall be by separate ballot and in order of President, Vice Presidents, Secretary, Treasurer and Directors. All nominees must be members in good standing and no single member company shall hold more than one (1) elected office. The Secretary shall call the roll of eligible voters and tabulate the total number eligible and present. All nominees must receive a majority of votes of the eligible voters present at the time of election. Voting shall be by written or electronic secret ballot, except when there is but one (1) nominee for an office, in which case a voice vote may be taken. (Revised
February 2014)

Article X - Voting Procedure

Section 1
At the time of election, the Nominating Committee will present two (2) candidates for the office of President. The eligible voters present at the time of election will be asked to choose one individual for the office of President. The individual receiving the highest number of votes will be named President. The remaining nominee, if eligible, will be entered into consideration for Vice President with a maximum of two other nominees. The eligible voters present at the time of the election will be asked to choose two (2) individuals for the office of Vice President. The two (2) candidates with the highest vote totals will be named Vice Presidents. The election of Secretary and Treasurer will follow. Voting for the Directors shall be as follows: the nominating committee chairman will announce the number of vacancies and the terms of each. The (2) year terms will be voted on first. Each delegate will vote for the exact number of candidates for the terms to be filled. Voting for more or less voids the ballot. The candidates receiving the highest number of votes shall be declared elected. In case of a tie, a runoff ballot will be taken. If there is a one (1) year term to be filled, all remaining candidates will be eligible. The same voting procedure will be followed.
(Revised February 2014)

Article XI - Mail Vote

Section 1
Whenever, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of the Voting membership, and when it deems it not expedient to call a special meeting for such purposes, the directors may, unless otherwise
required by these bylaws, submit such a matter to the membership via email for vote and decision and the question thus presented shall be determined according to a majority vote of those received by email within thirty (30) days after such submission to the membership, provided that in each case votes of at least fifty percent of members shall be received. Any and all action taken in pursuance of a majority email vote in each such case shall be binding upon the association in the same manner as would be action taken at duly called meeting.

Article XII - Fiscal Year

Section 1
The fiscal year shall commence on the first day of January and shall end on the last day of December. (Revised July 2012)

Article XIII - Seal

Section 1
The association shall have a seal of such design as the Board of Directors may adopt.

Article XIV - Amendments

Section 1
These bylaws may be amended, repealed or altered, in whole or in part, by two-thirds (²/₃) vote at any duly organized meeting of the association provided that a copy of any amendment proposed for consideration shall be emailed to the last known email address of each member at least (30) days prior to the date of the meeting.

Article XV - Miscellaneous Provisions

Section 1: Indemnification
Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceeding by reason of the fact that he is or was an officer or director of the Corporation may be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and reasonably incurred by him in connection with such action, suit or proceeding, or in connection with any appeal therein, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the Corporation or its members, and with respect to any criminal action or preceding, if the person had no reasonable cause to believe that the conduct was unlawful. Such indemnification shall be deemed exclusive of any other rights to indemnification which such director or officer may be entitled apart from this bylaw. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director of the Corporation against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such or not the association would have the power to indemnify him against such liability.

Section 2: Dissolution
The Corporation shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no parts of said funds shall inure, or be distributed, to the members of the Corporation or its officers and directors, except for reasonable compensation for services rendered or reimbursement of approved expenses. On dissolution of the Corporation, any funds remaining after payment of indebtedness shall be distributed to one (1) or more regularly organized charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors, which organizations are qualified as not for profit organizations under the Internal Revenue Code of the United States