BY-LAWS OF SLOW FOOD CORVALLIS

Approved: February 17, 2009

ARTICLE I: PURPOSE

The purpose of Slow Food Corvallis (SFC) is to reconnect residents of Corvallis and surrounding towns with the people, traditions, animals and plants that produce our food, the legacy of thoughtful preparation and consumption of foods and beverages which embody the characteristics of our terroir and culture, and locally and sustainably produced food which is good, clean, and fair, by:

1. Providing educational opportunities to teach and learn about locally produced foods
2. Undertaking projects and programs to encourage the growth, preparation, and consumption of high quality, nutritious local foods in schools and homes of all income levels
3. Collaborating with and leveraging activities of other organizations with compatible goals to work collaboratively for change in our food system

Slow Food Corvallis is an unincorporated association, and a chapter and subordinate informal association of Slow Food U.S.A. (SFUSA), a national tax-exempt organization. As such, we subscribe to the Slow Food U.S.A. mission.

ARTICLE II: MEMBERSHIP

Membership in Slow Food USA is open to anyone upon payment of an annual membership fee to Slow Food USA. Slow Food USA members may affiliate with the Corvallis chapter by selecting this chapter upon joining, or informing Slow Food USA’s membership coordinator that they wish to do so.

The following activities are reserved exclusively to dues-paid members of Slow Food USA, Corvallis Chapter.

1. Holding office on the Board of Directors
2. Voting in Slow Food Corvallis elections
3. Membership in the Slow Food USA/Corvallis Chapter Members mailing list (provided monthly by SFUSA)

ARTICLE III: GOVERNANCE

Slow Food Corvallis recognizes the following entities of SFUSA: Chapter, Chapter Board, Committees; Regional Governors; International Counselors; International Executive Committee; International Council; International President’s Committee; International President; Slow Food U.S.A. President and Executive Director; and Slow Food U.S.A. National Executive Committee.

The local chapter, Slow Food Corvallis, is the primary means for implementing the Mission of Slow Food U.S.A in Corvallis, Oregon, and the surrounding area. Slow Food Corvallis adheres to the guidelines in Slow Food USA’s Guidebook for Chapter Leaders.

Article IIIA: Board of Directors

The Chapter Board of Directors is authorized to take action consistent with the mission of the organization according to the duties and powers defined below.

Membership of the Board: The Board of Directors of Slow Food Corvallis will be comprised of a minimum of five elected members with the responsibilities defined in items 1-7 below. Several functions may be performed by one Board member, as long as a minimum of five Board members serve. Board members may also be asked to serve other functions (for example, item 7 below).

1. Chairperson of the Board: Leads, advocates, and inspires a common vision for the organization, ensures proper governance, runs Board meetings; serves as the primary contact with Slow Food USA.
2. Vice Chairperson of the Board: Learns the duties of President for the first portion of his/her term, with a view to serving as Chair during the latter portion. Assists and shares in leadership duties cooperatively with the Chair. Or, duties of chairperson and vice-chair may be divided between these two positions as the incumbents see fit. Incumbents may define their roles as concurrent “co-chairs” if they prefer.
3. Treasurer: Keeps financial records, interprets financial data for the Board, ensures that appropriate financial policies and oversight measures are developed and followed, manages checking account, prepares and monitors budgets, financial reports, and documents as needed.
4. Secretary/Event Coordinator: Ensures that accurate documentation exists to meet legal and procedural requirements, such as minutes and bylaws. Handles event logistics such as venue rental and ticket printing and distribution.
5. Membership: Receives monthly membership lists, develops and maintains electronic mailing lists, welcomes new members, maintains a supply of membership brochures.
6. Communication Coordinator: Develops and maintains website, writes press releases, carries out publicity for events, assists President in developing and writing newsletters and other media of communication.
7. Community Liaisons, as needed: Ensure coordination of SFC activities with those of other local organizations.

Term of Office of Board Members: The initial term of office of members of the Board will be four years. The chairperson of the board shall serve for one year as vice chair and one year as chair, or two years as c0-chair, as the incumbents prefer. The positions of Chair and Vice-Chair will rotate among members of the Board, with individuals switching back and forth between chair and other roles on the Board. In order to ensure orderly transition, board members may serve shorter terms or terms may be offset and overlap. For example, the terms of Board Chairperson and Vice Chairperson may be offset by one year. Chapter Board members may serve several terms, provided that confirmation by election occurs at least once every four years.

Elections: Only dues paid members of the Slow Food USA Corvallis Chapter may serve on the Board, and vote in an election. Elections will be held by secret ballot in conjunction with an Annual Membership Meeting when needed. Members will be given at least two weeks’ notice of the date of an Annual Membership Meeting and election. If a chapter position is vacated or another situation arises in which a member’s vote is required, such business may be conducted outside of an annual meeting.

Powers of the Board

1. To manage the resources of the Slow Food Corvallis Chapter.
2. To raise and expend funds in pursuance of Slow Food goals, and in adherence to the principles and guidelines set forth by Slow Food USA in its Guidebook for Chapter Leaders.
3. To cast one vote (per Chapter) in elections for Regional Governor
4. To select at least one voting delegate to represent the interests of the Chapter in elections for International Counselors and on all relevant business at the National Congress.
5. To use the Slow Food trademark in local Chapter activities in accordance with the Code of Use for Slow Food Logos.

Duties of the Board

1. To carry out the mission of Slow Food U.S.A. in the Corvallis, Oregon area, in accordance with the Slow Food USA vision, mission, strategic plan, and national programs, and to develop programs and events which meet the organization’s goals.
2. To follow regulations in Slow Food USA’s National Statute, International Statute, and Code of Use for Slow Food Logos.
3. To adhere to all applicable federal, state and local laws, including IRS nonprofit regulations, as outlined in the SFUSA Financial Guidelines.
4. To utilize the Guidebook and Best Practices for Chapter Leaders.
5. To convene annual members’ meeting to conduct elections and other business.
6. To convene regular meetings of the Chapter Board of Directors to plan Chapter activities and programs.
7. To implement at least three Chapter events per year.
8. To maintain a minimum of 20 active, dues-paid memberships.
9. To effectively manage Chapter finances and submit an annual report to the national office.
10. To be active, dues-paid members of Slow Food USA and encourage active chapter participation of fellow members.

ARTICLE IIIB: The Advisory Group

Board members may request advice and assistance from others in the community. These individuals will be referred to as the “Advisory Group” and may attend monthly Board meetings and/or carry out specific tasks as needed.

ARTICLE IIIC: Removal of Officers

Slow Food Corvallis leadership may be removed by the Northwest Regional Governor or the Board of Directors of Slow Food USA in cases where chapter leadership is judged to be in default of Slow Food USA rules or in violation of its principles. If complaints arise, Governors or the Executive Director, with consent of the Board, may call for an election by the Chapter to confirm or reject its leader(s). Confirmation requires that a majority of those attending the meeting, and who have also paid dues within the previous twelve months, cast votes for the leader(s). Votes may be taken by show of hands or casting of ballots. If casting of ballots is used, absentee ballots may be counted if signed by the voting member who cast the ballot. Absentee ballots must also contain a telephone number in case a confirmation of vote is required. If a leader(s) is rejected, the Governor with assistance from the SFUSA Executive Director shall preside over selection of a new leader(s) through consent (verbal or written) or ballot.

ARTICLE IIID: Amendment of the Bylaws

The bylaws may be amended by a vote of at least four fifths of the members of the Board of Directors.

ARTICLE IIIE: Quorum of the Board of Directors

A majority of the total number of Board of Directors will constitute a quorum for the transaction of business.