ARTICLE 1

         PURPOSE

 

                  Women in Flavor and Fragrance Commerce, Inc. (WFFC) is a nonprofit corporation organized under the laws of the State of New Jersey N.J.S.A. 15A:1‑1 et seq.  The purpose of the WFFC shall be to provide a professional association for the women engaged in flavor and fragrance commerce for the purpose of promoting interaction, information, education, support of its members and consequently for the benefit of the flavor and fragrance industry.  The WFFC and all of its affiliated Chapters are governed by the WFFC Board of Directors (hereinafter referred to as the “Board” or “Board of Directors”).

ARTICLE 2

         MEMBERSHIP

 

         Section 1.  Criteria for Membership

 

Membership shall be limited to women who are employed in corporations or firms engaged in education, research, commerce and/or operations related to flavor and fragrance raw materials, compounds or final products containing flavors or fragrances.

 

         Section 2.  Type of Membership

 

Membership in the WFFC shall be of six (6) categories:

 

1.        ACTIVE - Members shall be those women who meet the eligibility criteria as specified in Section 1 of this Article.  All are eligible to vote and hold office.

 

2.        LIFE - Members shall be limited to individuals who are retired or semi-retired from the industry.  They must be members, in good standing, of the WFFC for at least 5 consecutive years immediately preceding retirement.  Life membership is granted upon application and approval of the Board.  Life members are eligible to vote, but cannot hold office.  Life members shall incur no dues and will be eligible to attend WFFC functions at a reduced rate.

 

3.        HONORARY - Members shall be bestowed by the Board of Directors from time to time.  Honorary members are not eligible to vote and shall pay no dues and cannot hold office. 

 

4.        SUBSCRIBER - Person who does not meet criteria for active membership but wishes to receive direct mailing, i.e., newsletters, invitations to seminars.  The Board of Directors shall determine the appropriate subscription donation.  The proceeds from the subscriptions will go directly toward defraying the costs associated with the subscription.  The Non Voting Membership Chair is responsible for monitoring this subscription list for accuracy.  Subscriber members are not eligible to vote and cannot hold office.

 

5.        STUDENT – Person attending post-secondary school and is interested in pursuing an education relating to the flavor and fragrance industry. Student members are not eligible to vote and cannot hold office.

 

6.        CORPORATE SPONSORS – Company and/or Corporation from a list of probable sponsors determined by the Board of Directors.  Corporate Sponsors are not eligible to vote and cannot hold office.

 

         Section 3.  Admission to Membership

 

Admission for Active, Life, Honorary, Subscribers, Student Subscribers, and Corporate Sponsors shall be in accordance with the following procedures:

 

1.        Applicants for Active Membership must submit an application and have a recommendation from a member in good standing attesting that this person is employed in the Flavor and Fragrance industry as described in Section 1. 

 

2.        Applicants for Subscribers, Student Subscribers, and Corporate Subscribers must meet the criteria in Section 2 above to submit an application to the non-voting membership Chair.

 

3.        The Membership Committee, voting and non-voting, shall review all types of applications for membership and advise the Board of Directors of the WFFC concerning eligibility of the applicants for membership.

 

4.        Eligibility of members shall be reviewed annually.  Any member not found to be in compliance with Section 1 and 2 of this Article shall not be eligible for renewal of membership.

 

5.        Subscribers, The Board of Directors shall determine the appropriate subscription donation.  The proceeds from the subscriptions will go directly toward defraying the costs associated with the subscription. 

 

6.        Student – The Membership Chair shall also compile and monitor a list of students attending post secondary schools and are interested in pursuing an education relating to the flavor and fragrance industry.  Selected universities will receive mailings, such as newsletters, invitations to meetings, seminars, and special events to be distributed to students who have expressed an interest in this industry. Student subscribers are not eligible to become members, vote, or hold office.  The Board of Directors shall determine the appropriate discounted donation.  The proceeds from the Subscriptions will go directly toward defraying the costs associated with the subscription.  The Committee is responsible for monitoring the student subscriptions list for accuracy.

 

7.        Corporate Sponsors – from a list of probable sponsors determined by the Board of Directors and the charge to be determined by the Board of Directors.

 

         Section 4.  Resignation of Members

 

Any member, active or inactive, may resign from the WFFC by giving written notice thereof either to the President or the Secretary of the WFFC, which notice shall be presented by the President or the Secretary of the Board of Directors at its first meeting following the receipt of such notice.  A resignation of a member shall take effect upon receipt by the President or the Secretary of such written notice.  Should such member be indebted to the WFFC at the time of resignation, there shall be a continuing personal obligation for all indebtedness.

 

         Section 5.  Suspension and Expulsion

 

If just cause warrants it necessary, any member may be suspended for a period of time or expelled from membership by the affirmative vote of the majority of the Board of Directors at any meeting, after affording the member an opportunity to present defenses, notice for which shall be provided to the member no less than ten (10) days prior to the date of the meeting and shall specify as one of its purposes consideration of such suspension or expulsion.  In addition, the membership of any member may be terminated by the Board of Directors, if such member shall be in arrears in paying annual dues or any increase therein for a period of time exceeding 60 days following the determination thereof.  If the majority of the Board of Directors deems it necessary, any Board member may be voted out of office or suspended from the WFFC.  See Article 4, Section 7.

 

         Section 6.  WFFC Chapters

 

WFFC Chapters may be established in other locations.  A license agreement must be established and approved by the WFFC with the individual Chapters in order to share the name.  The Chapters must provide proper indemnification.  A sample license agreement is available, upon request, for review at the corporate office. . Chapters shall be subordinate groups of the WFFC and at all times be subject to the jurisdiction of the WFFC and to the provisions set forth in the Articles of Incorporation and these by-laws. All Chapters shall be subject to the Board of Directors of the WFFC. Each individual Chapter shall establish an Executive Board of Directors for the management and oversight of the Chapter’s affairs and operations. Chapters shall comply with the following provisions for authorization by the WFFC Board of Directors:

 

  • 1.    Chapters shall not participate in the promotion of partisan politics or of any candidate for elected office.
  •  
  • 2.    Chapters shall not engage in any activity that may compromise the tax exempt status of the WFFC.

 

  • 3.    No fundraising endeavor involving an appeal for funds to the general public shall be undertaken without the express authorization of the Board of Directors of the WFFC.
  •  
  • 4.    Chapters shall provide annual reports of its activities and finances for the current year, as well as plans for programs, activities and finances for the following year. Annual reports shall be submitted to the WFFC by November 30 of each year.
  •  
  • 5.    Annual reports shall be reviewed and approved by the Executive Board of Directors of the Chapter.

 

  • 6.    Chapters shall provide a copy of the minutes from any meeting of its Executive Board of Directors to the WFFC Secretary within 30 days of the meeting.

 

  • 7.    Chapter by-laws shall be reviewed and approved by the WFFC prior to authorizing the Chapter.

 

  • 8.    The WFFC shall rescind its authorization of a Chapter if it fails to comply with the provisions.

 

  • 9.    Any Chapter funds or other property remaining at the time of termination, dissolution or abandonment of the Chapter shall be turned over to the WFFC. No part of any such funds or property shall inure to the benefit of any member or officer of, or person associated with the Chapter.

 

  • 10.  The WFFC shall not be responsible for the debts or obligations of its Chapters, their members, Executive Board of Directors or officers.

 

         Section 7.  Liability of Members

 

                           No member of the WFFC will be personally liable for any of its debts, liabilities or obligations.  All Chapters shall provide indemnification consistent with the provisions of these By-laws and must keep a certificate of insurance on file evincing appropriate insurance and indemnification for its directors, officers, agents and employees.

ARTICLE 3

         MEETING OF MEMBERS

 

         Section 1.  Annual Business Meeting

 

         The annual meeting shall be the first meeting of each year. The time and place shall be fixed by the Board. The meeting shall consist of two parts:  the business portion to be attended by voting members only and the non-business portion to be opened to the related industry.  The business portion of the meeting will be a closed meeting.

 

         Section 2. Meetings

 

The meetings of the WFFC shall be a minimum of five per year at a time and place to be determined by the Board of Directors.  Due notice of such meetings shall be determined by the Board of Directors.  Due notice of such meetings shall be sent to all voting and non-voting members and other parties as determined by the Chairperson of the event. At its option, the Board of Directors, by majority vote, may change the meeting night.  The membership will be notified of any meeting changes or cancellations at least three days prior to a meeting.  Retired or unemployed members may attend at a reduced rate.

 

         Section 3.  Special Meetings

 

Special meetings of the WFFC membership may be called by the Board of Directors of the WFFC in accordance with the provisions set forth in Title 15A, Corporations and Associations Not for Profit Act of the State of New Jersey.

 

         Section 4.  Place of Meetings

 

All meetings shall be held at such place as may be fixed from time to time by the Program Chair with the approval of the Board of Directors, or by the President or Secretary in the case of special meetings of members requested pursuant to Section 3 of this Article, and set forth in the notice or waiver of notice thereof.

 

         Section 5.  Quorum

 

At all annual business or special meetings of the WFFC membership, a quorum shall be the presence at such meetings of at least a majority of the total voting membership of the WFFC or their proxy. 

 

         Section 6.  Voting

 

On all motions presented for a vote at the annual business meeting or at any special meeting of the WFFC membership, each voting member whose dues are paid shall be entitled to cast one vote.  Except as otherwise required by these By‑Laws, all motions presented for a vote to the WFFC membership shall be authorized by a majority of the votes cast at an annual business or special meeting of the WFFC membership entitled to vote thereon.  Proxy votes must be delivered to the Board Secretary in a sealed envelope prior to the meeting.

 

                           1.      Emergency Voting

 

                  1.      This procedure will define how the WFFC Board will be notified and will register a vote when an issue arises which must be decided and/or acted upon prior to the next regular Board meeting and the calling of a special meeting is impracticable

                  2.      It is the responsibility of the WFFC President to ensure that the emergency voting procedure is utilized as described in this procedure, for any motions which require a Board decision prior to the next regular meeting.

                        3.      Procedure

  • 1.    When a Board member is confronted with an issue which requires Board approval prior to the next regular Board meeting, that member will present a motion to the president.
  • 2.    The president will submit the motion to the WFFC Administrator, to be distributed via e-mail/fax to all Board members.
  • 3.    Board members have forty-eight (48) hours, upon dissemination of the e-mail/ fax, for comment, and vote.
  • 4.    Comments shall be submitted to the WFFC management firm, who will in turn e-mail/fax them to all Board members, exactly as they were written.
  • 5.    Board members may respond to the comments and/or open the issue for discussion.
  • 6.    When all concerns have been addressed and no more than forty-eight (48) hours after dissemination, Board members will submit a vote to the WFFC Administrator.
  • 7.    The Board must be conscious of the forty-eight (48) hour window in which to respond, since by definition, an emergency vote requires prompt attention.
  • 8.    The majority of the votes cast will decide the motion.
  • 9.    In the event of a tie, or if the issue   proves to be highly controversial, the President will call a special meeting to resolve the issue, or if time allows, postpone a decision until the next Board meeting.

 

         Section 7.  Order of Business

 

At any meeting of the WFFC membership, the order of business shall be as stated on the agenda for the meeting furnished with the notice of such meeting required by the Article.

 

         Section 8.  Parliamentary Rules

 

At all meetings of the WFFC, including the Board of Directors, all questions of order shall be decided under Robert's Rules of Order when not in conflict with these By‑Laws.

 

         Section 9.  Antitrust

 

There shall be no discussions of prices, price levels, profit margins, mark ups, or specific branded promotional programs during meetings. In the event an attendee believes that any discussion has antitrust implications they may immediately call for the floor and an end to the present discussion. Further discussion on the subject at issue shall immediately terminate and shall not resume without the approval of legal counsel. This procedure shall not be subject to Robert’s Rules of Order.


 

ARTICLE 4

         BOARD OF DIRECTORS

 

         Section 1.  Number, Tenure, and Qualifications

 

The number of Directors of the WFFC shall be a maximum of 14.  Directors shall be elected at each annual meeting of the members and shall hold office until their successors shall have been duly elected and qualified.

 

         Section 2.  Annual and Regular Meetings of Directors

 

An annual organization meeting of the Board of Directors shall be held as soon as practicable following each annual meeting of the members.  At such annual organization meetings, the Board shall transact such other business as may come before the meeting.  The Board of Directors shall determine the dates and the times of the regular meetings.  Additional notice of such regular meetings shall not be required to be given.

 

         Section 3.  Special Meetings Notice

 

Special meetings of the Board of Directors shall be held whenever called by the President or by four Officers.  Notice of any special meeting of the Board of Directors shall be given in any manner, written or otherwise, reasonably calculated to be received at least two business days prior to the day on which the meeting is to be held, and shall state the time and place thereof, which time and place shall be fixed by the person or persons calling the meeting.

 

         Section 4.  Quorum

 

A majority of the entire Board of Directors present in person at any meeting of the Board of Directors shall constitute a quorum for the transaction of business.  If a quorum does not exist, a majority of the Directors present may adjourn the meeting from time to time without further notice.  The Board of Directors cannot vote on any business without a quorum.

 

         Section 5.  Manner of Acting

 

The act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum exists shall be the act of the Board of Directors unless otherwise provided in the By‑Laws.

 

         Section 6.  Resignation

 

Any Director may resign at any time by giving written notice of her resignation to the Board of Directors, or to the President or Secretary of the WFFC, and such resignation shall take effect at the time specified therein, or, if not specified, at the time of its receipt.

 


 

         Section 7.  Removal

 

                           1.      Cause

 

1.      Any Director may be removed with cause, at any time at a regular or special meeting of the Board of Directors; provided, however, that notice of such meeting and of the proposed removal shall be given to the Directors pursuant to Section 3 of this Article and to the voting members pursuant to Section 3 of Article 3.  All vacancies shall be filled in accordance with Section 9 of this Article.

2.      Any Director who fails to attend five (5) meetings within a period of one (1) year (January 1 through December 31) shall be referred to the Nominating Committee for consideration of removal as set forth in paragraph 2 of this section.  Each absent Director will receive notification by the Secretary of the Board of Directors of possible removal of said Director upon her next absence.

 

                           2.      Procedure

 

1.      The Board of Directors shall refer all matters concerning the removal of a Director to the Nominating Committee for the purpose of reviewing the circumstances concerning the proposed removal and for its recommendation.  The Nominating Committee shall seek a written opinion from the Board Attorney prior to making a recommendation for removal.  The Nominating Committee shall report its recommendation to the Board of Directors within sixty (60) days of the date of referral.

2.      All recommendations of the Nominating Committee concerning the removal of a Director shall be considered by the Board of Directors at its next meeting following receipt of the recommendation. The Board of Directors shall determine whether there exists just cause to remove the Director at a general or special meeting.  Notice of the meeting shall be provided to the Director not less than ten (10) days prior to the date of the meeting.  Any Director who is being considered for removal shall be afforded the opportunity to present defenses prior to the vote of the members.

 

         Section 8.  Attorney, Administrator and Accountant

 

The Board of Directors, at its discretion, may appoint an Attorney, Administrator, and an Accountant with such power, duties, and compensation as may be fixed by the Board of Directors from time to time.  The Attorney shall render legal service and other appropriate services on behalf of the WFFC. The Administrator shall be responsible for all minutes of and correspondence for the Board of Directors.  The Accountant's duties shall consist of the annual audit of all books, records, and accounts, etc., of the Treasurer of the WFFC, and assist, if necessary, the Finance Committee in the preparation of the annual budget and required tax forms.

 


 

         Section 9.  Vacancies

 

Whenever a vacancy occurs on the Board of Directors, it shall be filled in accordance with the procedures governing the Nominating Committee set forth in Article 6 Section 1 ¶ 8.9.

 

         Section 10. Compensation

 

No Director of the WFFC, as such, shall receive or be entitled to, directly or indirectly, any compensation of any kind or emolument from the WFFC.

 

ARTICLE 5

         OFFICERS

 

         Section 1.  Number

 

The officers of the WFFC shall be a President, one or more Vice President(s), a Secretary, Treasurer, and an Administrator.  Such other officers and assistant officers as may be deemed necessary or desirable may be chosen by the Board of Directors or by the President with the approval of the Board of Directors.  No officer shall hold more than one office at a time.

 

The Treasurer and the Administrator shall be bonded.  The cost of the bond shall be borne by the WFFC.

 

         Section 2.  Election of Officers

 

Officers shall be elected by a majority of votes cast prior to the annual meeting per procedure of the Nominating Committee, pursuant to Article 6, Section 1, ¶8.

 

         Section 3.  Term of Office

 

Each officer shall be elected each year and hold office until her successor shall have been duly chosen and shall have qualified, or until her death, or until she shall resign, or shall have been removed in the manner hereinafter provided.  The offices of the President, the Vice President(s), Treasurer and Secretary shall not be held by the same person for more than three consecutive years.  If a Board member leaves the flavor and fragrance industry, she shall be entitled to complete her term of office.  However, any Board member who has left the flavor and fragrance industry and is completing her term of office is not eligible to fill any Executive Board member vacancies.

 

         Section 4.  Resignation

 

Any Officer of the WFFC may resign at any time by giving written notice of her resignation to the Board of Directors, or the President or Secretary of the WFFC, and such resignation shall take effect at the time specified therein, or, if not specified, at the time of its receipt.

 

         Section 5.  Removal

 

If just cause be found for the removal of any officer at any time, said officer shall be removed by a two‑thirds vote of the entire Board of Directors as provided in Article 4, Section 7.  Said officer shall be replaced as provided for in Section 6 of this Article.  At the next meeting of members, the members shall be advised of said removal and replacement.  Furthermore, failure to attend two (2) consecutive meetings or four (4) meetings within a period of one (1) year (January 1 through December 31) is grounds for removal as set forth in Section 7 of Article 4.  The vacancy shall be filled in accordance with Section 6 of this Article.  The authority to act as an officer may be suspended by the Board of Directors for cause.

 

         Section 6.  Vacancies

 

A vacancy in any office for any reason may be filled by the Board of Directors for the unexpired portion of the term in accordance with the procedures governing the Nominating Committee set forth in Article 6 Section 1 ¶ 8.9.

 

         Section 7.  The President

 

The President, subject to the provisions of these By‑Laws, shall have general supervision of the conduct of the affairs of the WFFC and shall perform such duties as are usual and customary by a President of an organization subject always to the provisions of the By‑Laws and special directions of the Board of Directors.  The President shall preside at all meetings.  The President shall appoint all committees and designate Chairwomen of each and fill any vacancies therein with the approval of the Board of Directors.  The President should, at her discretion, solicit the advice and input of the officers on a given issue prior to presenting it to the Board.

 

         Section 8.  The Vice President

 

The Vice President(s), at the request of the President, or in the absence, death, or inability to act of the President, shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice President(s) shall perform such duties as from time to time may be assigned to her/them by the President and/or Board of Directors.

 

         Section 9.  The Secretary

 

The Secretary shall be responsible for all the usual duties of the office of the Secretary, including, though not limited to, maintaining the minute book and shall perform such other duties as may be assigned to her by these By-Laws or the Board of Directors.  The Secretary is responsible for creating a Master Calendar for the whole year.  The Secretary will research dates of industry events throughout the year and is to become the keeper of the Action Register.

 


 

         Section 10.         The Administrator

 

                           The Administrator shall perform the following duties:

 

1.        Conduct day-to-day administrative tasks for the WFFC.

 

2.        Conduct all bookkeeping through the use of an on-staff bookkeeper and facilitate interaction with certified public accountant for annual statements.

 

3.        Generate all correspondence of the Association.

 

4.        Maintain WFFC’S database.

 

5.        Maintain WFFC’S website as required.

 

6.        Maintain and publish WFFC’S yearly directory.

 

7.        Take the minutes at the board meetings and e-mail to the Board of Directors.

        

         Section 11.         The Treasurer

 

The Treasurer shall be assisted by the Administrator in the execution of her duties.  The Treasurer shall be responsible for the management and collection of all the funds of the WFFC and disbursements thereof at the direction of the Board of Directors.  She shall be responsible for the payment of all approved bills, make such reports regarding the finances as required and shall otherwise perform the usual duties of a Treasurer, as well as those which may be assigned to her by the Board of Directors.  All accounts, books, reports, etc., of the Treasurer shall be submitted annually to a certified public accountant.  The Treasurer shall hold no other appointed or elected office concurrently with the office of Treasurer.  The Treasurer shall be responsible for the timely filing of all tax forms as required by law. 

ARTICLE 6

         COMMITTEES

 

         Section 1.  Standing Committees

 

Prior to the first meeting after taking office, the President shall appoint the necessary standing committees and chairpersons for the current WFFC year and such other committees as shall be deemed necessary and advisable.  A Board member shall be on each committee.  The chairperson of each committee, however, does not have to be a Board member.

 

All chairpersons shall send a written report to the Administrator one week prior to the next scheduled Board meeting.

 

Chairpersons of standing committees shall serve until their successors are appointed.  The Chairpersons shall be responsible for keeping a procedure manual for their committees.

 

The Administrator shall report to the Treasurer any monies collected for any outside activity, dinner, entertainment, etc., with a full and detailed report to the Board of Directors.  All bills exceeding $200.00 that are not approved by a committee chairperson or are not a normal fixed expense require approval by the Board of Directors.  All committee speakers, programs, and direct mailings should have approval of the Board of Directors before finalization.

 

1.      Finance Committee shall consist of President, Treasurer, past president and past Treasurer and have the following responsibilities:

 

1.      The Finance Committee will oversee the financial aspects of each event planned by the wffc.  The goal is that each event will have a balanced budget.  Each Chapter needs to be responsible for the costs of their events and are accountable to the wffc Board of Directors.

2.      Subject to the approval of the Board of Directors, request in writing, the services and assistance of the accountant.

3.      Subject to the approval of the Board of Directors, maintain the Sunshine Fund.

4.      Subject to the approval of the Board of Directors, maintain and recommend a list of charitable donations to be made by the wffc, including the budget for the fund.

 

2.      Scholarship - Manage and administer the scholarship fund awards. This includes, but may not be limited to the announcement of the scholarship award, distribution of the applications and selection of the individuals who will receive the scholarships.  Those students receiving the scholarship award will be invited to the Annual Business Meeting and receive the award at that time.

 

3.      Membership Committee shall have the following responsibilities:

 

1.      To review and approve all applications pertinent to their category.

2.      Present all approved applicants to the Board of Directors for acceptance to the membership.

3.      Review the eligibility of current members on an annual basis for each category: Active, Associate, Life, Honorary, Subscriber, Student Subscriber, Corporate Sponsor and notify the Board of any current member not found to be in compliance with Sections 1 and 2 of Article 2 of these By‑Laws.

4.      The Administrator shall maintain a current membership list of all categories under the supervision of the Membership Chair.

5.      Publish a membership directory by the end of the first quarter.

  • 6.        Non-Dues Revenue - shall be responsible for generating income other than dues and events to be approved by the Board of Directors.

 

4.      Communication Committee shall have responsibilities for the e-zine, public relations, social media and the website.

 

         1.      E-zine (electronic magazine)

1.      Publish e-zine for all anchor events and most smaller events including WFFC chapters when applicable.

2.      Said e-zine for all anchor events and most smaller events including WFFC chapters.

2.      Public Relations

1.      Keep before the public the achievements and progress of the WFFC and its members via press releases.

2.               Develop, maintain, and direct public relation programs that will enhance the public image and professional status of the WFFC.

  • 3.        Maintain WFFC social media.
  • 4.        Present criteria for Woman of the Year award at the first Business Meeting of the year as follows:

1.      The Woman of the Year should possess 5 of the 9 criteria listed below, including number one:

1.      Must be a member in good standing who participates actively in the work of the Board of Directors.

2.      Has made contributions to industry

3.      Has written papers, published, etc.

4.      Seminar Leader

5.      Has made contributions to her company/personal achievements

         1.      Job advancement

         2.      A woman that started her own company

         3.      Possesses leadership ability

   6.   Knowledge of the industry

  • 1.        Acquired knowledge through research
  • 2.        Acquired knowledge through her position.

   7.   WFFC participation

                  1.      Organized or Chaired a committee or is an active committee member

                  2.      Attends meetings, seminars, etc.

   8.   Public Image

  • 1.        Is an inspiration to others
  • 2.        Possesses integrity and credibility
  • 3.        Has assisted in fostering the advancement of women within the industry

   9.   Community service

2.      Implement Selection Process for Woman of the Year as follows:

   1.   The selection process for the woman of the year:

            1.      Send a letter to the membership, asking for their nominations. Once all the nominations have been received, the Board will vote for the Woman of the Year from the nominations received from the membership. In the event the membership does not present the Board with qualified nominees, the Board will propose and select the Woman of the Year by secret ballot.

3.      Website

1.    Maintain an up-to-date website presence.

2.    Increase public awareness.

3.    Distribute pertinent information about the WFFC to the industry.

 

5.      Program Committee shall have the following responsibilities:

 

1.      Plan all regular Board and membership meetings including the following:

1.        Securing the place of meeting as determined by the Board.

2.        Notifying the membership of place, date, time, and proposed agenda of said meetings.

3.        Planning of and attending to all details of the program for said meeting.

4.        Planning and execution of all aspects of the open dinner.

2.        Initiate the WFFC Annual Award Selection to be presented at the Open Dinner once each year in accordance with the following criteria and procedures.

1.        It is at the discretion of the Board of Directors to choose the Honoree/recipient of the WFFC Annual Award.  Once the Honoree has been selected, the President or her designee will extend the invitation to the Honoree.  The President is to be the liaison to the Honoree. The Honoree should be a woman in the flavor and/or fragrance industry or related industry who fulfills several of the following criteria:

2.        Started her own business.

3.        Holds a prominent position within her company.

4.        Has made outstanding contribution to her company and/or to the industry.

5.        Has published papers, texts, etc…

6.        Possesses an impressive and professional public image.

7.        Possesses leadership ability.

         3.      It is at the discretion of the Board of Directors to extend the honorary membership privilege to the Honoree.

         4.      Plan and manage a full day golf outing that is open to the industry, when agreed to by the Board of Directors. 

1.        Responsible for obtaining gifts for outing.

2.        Responsible for sending thank you letters to sponsoring companies. 

 

                           6.      Education Committee shall promote professional growth by the dissemination of technical information.  This function will involve, but not be limited to, working with the Program and Communication Committees.  Education Committee shall have the following responsibilities:

 

1.      Organize, at least one, but not limited to one, appropriate workshop, panel discussion or seminar per year, and coordinate these with the Program and Communication Committees.

2.      Solicit from and provide to the membership, items of educational interest and forward these to the Program and Communication Committees.

3.      Research of appropriate educational opportunities available to the members and disseminate this information to all members in a special annual publication as necessary.

 

7.      Long Range Planning Committee:  The mission of the Long Range Planning Committee is to explore the purpose and direction of the WFFC to insure that the organization continually fulfills the needs and expectations of its members.  The mission is a continuum and, therefore, the Committee and the work of the Committee shall be ongoing for the duration of the organization unless otherwise determined by the Board of Directors. 

 

1.      The work of the Committee shall be to research and ascertain the directions and goals of the organization, to discover the needs of its members, and to assess the growth and expansion of the organization.  It shall present its findings to the Board in a timely manner, offering suggestions and options for the Board's consideration.

2.      The Long Range Planning Committee shall poll the membership with a survey every other year on the success of the WFFC's programs and solicit suggestions for the future.

 

8.      Nominating Committee

 

1.      By the first Board meeting following the election of the Board of Directors, the Board shall appoint by secret ballot a Nominating Committee consisting of three members of the Board of Directors.  The members of this committee shall be ineligible to run for office for the incoming year.  If a committee member wishes to run for office, she must resign from the Nominating Committee.

The function of this committee shall be to present a slate of nominees for the Board of Directors of the WFFC and to propose the removal of a member of the Board of Directors for cause.  Both these functions are subject to the approval of the Board.  (See Article 4 Section 7 "Removal").

The three members who have been selected by secret ballot shall choose a Chairperson from among themselves.  The President shall be notified of the selection of the Chairperson within 48 hours.

         2.      Procedures for the Nominating Committee:

                  1.      The Nominating Committee shall contact the current Directors to determine if they wish to serve another year on the Board.

                  2.      In the event of any vacancies, the Nominating Committee shall compile a list of a maximum of four candidates for each vacancy, for which they may seek suggestions from the Board.  Those members chosen will be contacted by the Nominating Committee after Board approval.  The Board shall have the opportunity to discuss nominees prior to selection.

         3.      Criteria/Guidelines for Selection of Board Members:

                  1.      The aforementioned list shall be formulated from women who have been members of the WFFC using the following guidelines:

2.      Should have been an active committee member or have made a significant contribution to a committee, and have shown interest and enthusiasm in the WFFC.

3.      Should have demonstrated initiative, creativity, and leadership qualities, and also have the ability to work as a team member.

4.      Should be an active member who has extraordinary accomplishments or made significant contributions to the industry, is committed to attend WFFC Board of Directors meetings and also shown an interest in the WFFC and its goals and attended WFFC meetings.

         4.      The Nominating Committee shall formulate a list of nominees for President, Vice Presidents, Secretary, and Treasurer according the following criteria:

                  All Prospective officers should be board members and have a good attendance record at board meetings.

                  1.      President:

Must have completed two years as a Board member.  Should have been an officer for at least two years and preferably served as Treasurer

Must have worked in the industry at least seven years.

Should be supported by her company to participate in the WFFC.

Should be a respected employee of her company

Should have demonstrated the ability to be a leader in a fair and open manner

Should have demonstrated managerial skills

Should be able to represent the WFFC in an appropriate manner

Should be able to communicate to all sized groups effectively, both verbally and in writing

Should have demonstrated the ability to work with people effectively and harmoniously

                  2.      Vice President:

                           Should have similar qualifications as the President and be able to perform the duties of the President if necessary.

                  3.      Secretary:

Shall be responsible for the action register and contacting the Chair one week before each Board meeting regarding their duties and reminding the action to complete their assignment prior to the Board meeting. Should people have good organizational skills. Should be able to manage the paid Administrator of the WFFC.

                  4.      Treasurer:

Should have a general knowledge of bookkeeping and finances

5.      At the slate approval meeting (the November board meeting) all candidates for office shall speak to the Board of Directors on their own behalf.  Directly following the speeches, the Board of Directors shall vote.  The vote shall be tabulated by the Nominating Committee and Ex‑officio.

6.      The full slate of the Directors and Officers shall be sent for approval to all voting members of the WFFC 45 business days prior to the first annual Business meeting.  The lack of response shall be deemed an affirmative vote.

7.      Nominations for the Board of Directors and Officers may be made independently of the Nominating Committee provided that such nominations are duly signed by one‑third of the voting members of the WFFC and are in the hands of the Secretary at least 30 business days prior to the first annual business meeting of the WFFC.  The names of the nominee(s) shall be sent out to the membership along with the slate proposed by the Nominating Committee.

8.      The Nominating Committee shall oversee the election process and introduce the new Board to the membership at the first annual business meeting.  Immediately following these introductions, the new President will preside over the meeting.

9.      In the event of the resignation, removal, or death of a Board member who is an officer, the Nominating Committee shall fill the vacancy(ies) from the existing Board of Directors with the approval of the Board of Directors.

 

         Section 2.  Special Committees 

 

The President, with the approval of the Board of Directors of the WFFC, shall appoint such other special committees, subcommittees, or persons, or task forces as may be deemed necessary.


 

ARTICLE 7

         FEES AND DUES

 

         Section 1.  Initiation Fee

 

An initiation fee of $10.00 shall be paid by all voting members and must accompany the application for membership.  Should the membership application not be accepted, the initiation fee shall be refunded to the applicant.

 

         Section 2.  Annual Dues 

 

The Board of Directors, by vote of a majority of the entire Board of Directors, and after advisement by the Finance Committee, shall, at or prior to the end of the fiscal year of the WFFC, fix the amount of the annual dues payable during the next fiscal year and may increase the amount of such annual dues for such year based upon the current and projected financial position of the WFFC and such factors which the Board of Directors may determine to be relevant and appropriate.  The annual dues of members and any increase therein shall be paid within sixty days following the determination thereof by the Board of Directors.  Upon the failure of a member to pay such annual dues or increase therein within sixty days following the determination thereof, all such member's rights as members shall be suspended unless the Board of Directors shall determine otherwise.  New members who pay dues in the last quarter will be listed in the next year’s directory and have membership benefits for the following year; failure of a Board member to pay dues constitutes cause for removal from the Board.

 

         Section 3.  Unemployed Members and new members who have paid dues

 

The WFFC will sponsor the dues for one year for existing members who have been WFFC members for three consecutive years and who have become unemployed.  Fees for seminars and meetings will be charged at a reduced rate (to be determined by the Board of Directors prior to the event).  This privilege will be in effect for one year from date of unemployment and applies only to dues and does not include annual outings and study trips, which shall be paid in full by all members wishing to participate.

 

         Section 4.  Retired Members

 

The WFFC will sponsor the dues for retired members who have been in good standing for 5 consecutive years prior to retirement.  Fees for seminars and meetings will be charged at a reduced rate (to be determined by the Board of Directors prior to the event).  This privilege applies only to dues and does not include annual outings and study trips, which shall be paid in full by all members wishing to participate.


 

ARTICLE 8

         Dissolution

 

Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any trustee or officer of the Corporation, but shall be distributed as the By-Laws may direct in accordance with law, provided however, that the distribution must be to another organization exempt under the provisions of Section 501 (c) (3) of the Internal Revenue Code, or to the Federal government, or to a state or local government for a public purpose.

ARTICLE 9

         Indemnification

 

To the full extent permitted by law, each person who is now, has been, or who shall become a member of the Board of Directors or an officer, an agent or employee of the WFFC, shall be indemnified by the WFFC against all costs, expenses (as such term is defined in said Section 15A:3-4 of the New Jersey Non-Profit Corporation Act), and damages reasonably incurred by or imposed upon her in connection with or resulting from any proceeding to which she may be a party by reason of her being or having been a member of the Board of Directors, an officer, agent, or employee of the WFFC, other than in a proceeding by or in the right of the WFFC, provided the director, officer, agent, or employee acted in good faith or in a manner which the director, officer, agent or employee reasonably believed to be in or not opposed to the best interest of the WFFC.  However, no indemnification shall be provided in respect to any claim, issue, or matter as to which the director, officer, agent, or employee is liable to the WFFC, or has acted in bad faith or  has received an improper personal benefit or is otherwise guilty by reason of intentional violation of any law or willful misconduct in the performance of her duties, unless and only to the extent the court in which the proceeding is brought determines that the director, officer, agent, or employee is entitled to indemnity or a legal proceeding results in a final disposition in her favor. 

 

The right to indemnification shall include reimbursement of the amount and expenses paid in the settlement of any such action, suit, or proceeding or threat thereof, when settling the same appears to be in the interest of the WFFC.  The Board of Directors in accordance with a written legal opinion of the Board Attorney shall determine all questions as to the right to indemnification and reasonableness of such costs, expenses, and damages.   This right to indemnification shall not be exclusive of other rights to which such member of the Board of Directors or officer, agent, or employee may be entitled as a matter of law.

 

Any such expenses may be paid by the WFFC in advance of the final disposition of such proceeding, provided the WFFC receives a writing from the indemnitee that in the event it is determined that the indemnitee was not entitled to indemnification, the indemnitee shall repay to the WFFC the expenses advanced by the WFFC.


 

ARTICLE 10

         Amendments to By‑Laws and Articles of Incorporation

 

Subject to the right of the membership to make such amendments as provided by law, these By-Laws and the Articles of Incorporation may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Directors, only after written notification including a copy of the proposed amendment(s) is given to all members at least ten (10) days prior to any Board meeting where such proposed alteration, amendments or repeal is to be acted upon, except in cases of emergency.

ARTICLE 11

 

Whenever any notice is required to be given to any member or Director of the WFFC under the provisions of these By‑Laws, the Article of Incorporation, or By‑Laws, 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.


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