Bylaws

Article I. Name
The name of this Organization shall be Culinary Historians of Washington,
D.C. (CHoW, DC).

Article II. Purpose
The purpose of this Organization shall be to promote and support interest and research in the history of foods, cuisines, and culinary customs.

Article III. Membership
Section 1. Membership in the Culinary Historians of Washington, D.C. shall be open to any individual/household or organization with a serious interest in the purposes of the Organization, upon payment of the appropriate dues.

Section 2. Individual/household members shall be eligible to vote, hold office, serve on committees, and attend meetings. A member organization may appoint a representative authorized to vote the interest of that organization. Representatives of member organizations shall not hold office but may serve on committees.

Section 3. Annual dues shall be determined by a majority of the members present at the annual business meeting upon the recommendation of the Board of Directors. The fiscal year for CHoW, DC shall begin on September 1 of a calendar year and continue through August 31 of the next calendar year. Membership fees for those joining in the middle of a fiscal year may be prorated.

Article IV. Officers, Including Directors
Section 1. The officers of the Organization shall be a President, a Vice President, a Recording Secretary, a Membership Secretary, a Treasurer, and two Directors. These officers shall constitute the Board of Directors, shall have general supervision of the affairs of the Organization between its meetings, and perform the duties prescribed by these bylaws and by the policy guidelines of the Organization.

Section 2. The President, or in his/her absence, the Vice President shall preside over all meetings of the Organization and of the Board of Directors. If both of these officers shall be absent from any meeting of the Organization or Board of Directors, a temporary chairman may be chosen at such a meeting by those attending. The President shall give notice of all meetings of the Board of Directors. The President and Vice President also shall perform such other duties as they may severally be authorized or requested to do by the Board of Directors.

Section 3. The Treasurer of the Organization shall keep the accounts and have charge of all the funds of the Organization; shall collect all annual dues and inform the Membership Secretary. The Treasurer shall also collect any entrance fees and other payments due to the Organization; and shall make all payments for the Organization. The Treasurer shall prepare and present financial reports for each annual meeting of the Organization, each meeting of the Board of Directors and, whenever requested, for the meetings of the general membership. He/She shall sign, in the name of the Organization, all written contracts and obligations of the Organization as authorized. In the absence of the Treasurer, or during a vacancy in the office of the Treasurer, the duties of the Treasurer may be performed by a temporary Treasurer to be appointed by the Board of Directors.

Section 4. The Recording Secretary of the Organization shall keep a timely record and a permanent hard copy of all meetings of the Organization and Board of Directors and make it available. He/she shall conduct the correspondence of the Organization. In the absence of the Recording Secretary, or during a vacancy in the office, the duties of the Secretary may be performed by a temporary secretary to be appointed by the Board of Directors. If neither the Recording Secretary nor the temporary secretary, appointed as above provided, shall be present at a meeting of the Organization or Board of Directors, a clerk pro tempore shall be chosen at such meeting to make a record of the meeting.

Section 5. The Membership Secretary shall keep a correct list of the name and address of every member of the Organization as provided from time to time by each member. The Membership Secretary shall give notice of all meetings of the Organization and distribute the newsletter and membership renewal notices. In the absence of the Membership Secretary, or during a vacancy in the office, the duties of the Membership Secretary may be performed by a temporary secretary to be appointed by the Board of Directors.

Section 6. The Directors of the Organization shall oversee such activities as directed by its officers.

Article V. Board Of Directors
Section 1. The Board of Directors shall have the management and control of the Organization, including all its property and affairs; the Board shall authorize the execution, on behalf of the Organization, of such contracts and other instruments and the making of such payments by the Organization as shall be deemed necessary or proper; the Board shall control the expenses and charges of the Organization and authorize the employment of such professional assistance as may be deemed proper; and generally the Board shall act for the Organization in all matters; provided, however, that all the powers conferred by this section of the bylaws shall be exercised subject to all other provisions of the bylaws.

Section 2. The Board of Directors shall enforce the observance of these bylaws and of all amendments thereof, and from time to time may make, amend, and repeal such Rules of Procedure for the government and welfare of the Organization as may seem expedient and as shall be consistent with these bylaws, or any amendments thereof, and shall enforce the Rules so made. The Board of Directors also may prescribe, from time to time, rules for the admission to the provileges of the Organization of persons who are not members of the Organization; and the Board shall have the power to extend the privileges of the Organization to any person for such period as they may prescribe, subject to the power of the Board to withdraw such privileges at any time.

Section 3. The Board of Directors shall appoint a Newsletter Editor and Web Master, who shall hold appointive seats on the Board. The Board of Directors may appoint such other committees and assign them responsibilities such as providing refreshments at meetings. The Board may delegate to them such powers for such terms as the Board may deem useful, subject to the powers of the Board to revoke any such appointment at any time.

Section 4. No member of the Organization is authorized to incur any unbudgeted financial obligation without the prior approval of a majority of the Board of Directors.

Section 5. In case of a vacancy in the office of President, the Board of Directors shall select a person to serve out the remainder of the term. Upon the resignation of a member of the Board of Directors, or a vacancy for any other reason, the President shall appoint a replacement, with the consent of the Board. Any officer of the Organization, including any member of the Board, may be removed from office at any time by a majority vote of the membership.

Article IV. Elections And Terms Of Office
Section 1. The officers and directors shall be elected by ballot, received by mail or cast in person, at each annual meeting of the Organization. A voice vote or show of hands is acceptable for elections of uncontested offices. The officers and directors shall, except in case of death, resignation, or removal, serve for one year or until their successors shall be elected. The term of office of the officers shall begin on the first day following their election. No member shall be eligible to serve more than two consecutive terms in the same office, except for that of Treasurer, Recording Secretary, or Membership Secretary, for which no more than four consecutive terms may be served.

Section 2. A Nominating Committee of three members shall be appointed by the President. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual business meeting in May. The Nominating Committee shall report at the regular meeting in April. Nominations from the floor shall be permitted at the April meeting preceding the annual meeting in May.

Article VII. Meetings And Quorums
Section 1. Regular meetings of the Organization shall be held monthly from September through May. The annual meeting shall be held no later than May 31th, the date and place to be chosen by the Board of Directors. The membership shall be given written notice of the meeting time and place not less than fourteen (14) days prior to that meeting.

Section 2. Special meetings of the Organization may be called at any time by the President or Vice President, or by the Board of Directors acting in response to a petition by members of the Organization.

Section 3. Twenty (20) percent of the membership shall constitute a quorum for the transaction of all business of the Organization.

Section 4. There shall be no voting by proxy. Each member, whether holding an individual membership or as part of a household membership, or the designated representative of a member organization, shall be entitled to one vote on any question at any meeting. Unless otherwise provided, a majority of those present and voting at a meeting shall decide any question.

Section 5. The Board of Directors shall meet at least quarterly to plan and execute the programs of the Organization and shall set the dates, times, and places of the regular meetings. Meetings of the Board may be called at any time by the President or the Vice President, or by any two members of the Board. Notice of each meeting shall be given to each member of the Board by written or oral notice at least twenty-four hours prior to the day of holding such meeting, but the presence of any member of the Board shall be deemed the equivalent of due and sufficient notice to him/her, and any member of the Board may waive notice of any meeting of the Board. A quorum of the Board of Directors shall be four, and a majority of a quorum present shall, unless otherwise provided, be entitled to take any action. Board of Directors meetings shall be open to the membership.

Section 6. It shall be the duty of each member of the Organization to give the Membership Secretary his/her correct address to be recorded on the membership list, and notice of every meeting of the Organization shall be transmitted by the Membership Secretary to the address so given.

Article VIII. Parliamentary Authority
Robert's Rules of Order Newly Revised shall be the final authority as to parliamentary procedure, insofar as they do not conflict with any provisions of the bylaws of the Culinary Historians of Washington, D.C. A Parliamentarian may be appointed at each meeting by the President.

Article IX. Amendment of Bylaws
Proposals for additions to, or amendments of, these bylaws may be made by the Board of Directors or by a two-thirds (2/3) vote of those members attending any meeting of the Organization. The Board then is required to present the proposals for amendments to the entire membership. Amendments shall take effect upon approval by two-thirds (2/3) of the members present.

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