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Article IX | ADVISORY BOARD

 Authority and Responsibility: The governing body of this Association shall be the Board. The Board shall have supervision, control and direction in the affairs of the Association, its committee sand publications; shall vote to determine its policies or changes therein; shall actively pursue its objectives and supervise the regulations for the conduct of its business as shall be deemed advisable

Nomination and Qualifications: Any individual employed by an entity eligible to be a Business Member shall be eligible for nomination and election to any elective office of the Association, provided he/she is an employee of such Business or Provider.

Term of Office: Each Director shall be elected for a term of up to but no more than 3 years, and shall serve for no more than two consecutive terms, or until his/her successor is duly nominated, elected and qualified.

 Number and Type of Directors: The Advisory Board shall consist of Regional Directors (the Chairs), Technology Chair, Marketing Chair, Innovation Chair, Product Development Chair, and Education Chair. New Advisory Board positions shall be eligible for nomination and elected with two-thirds vote of the Board.

Absence: Any officer or director who shall have been absent from three (3) consecutive regular meetings of the Board during a single administrative year shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of an Officer or Board Member as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of the Board.

Vacancies and Removal: Upon the death, resignation, or expulsion of an Officer or a Board Member, the vacancy shall be filled by appointment of the Executive Director with the approval of the Board. If two (2) or more positions on the Board become open at one time, the Executive Director with the approval of the Board may appoint an existing Board member(s) to serve an additional year in order to maintain the experience level of the Board. In the event that the Executive Director becomes so vacated, a board Member shall assume the office of Executive Director and the Board will appoint a replacement for that Board Member. Any Director can be removed by two-thirds vote of the Board.

Compensation: Board Members and Executive Director shall not receive compensation for their services, but may be reimbursed for all reasonable out-of-pocket expenses incurred and approved by the Board as set forth in Article XI, Section 6(B).

Quorum of the Board: At any duly called meeting of the Board, a simple majority of its members shall constitute a quorum for the transaction of the business of the Association.

Meetings of the Board. A regular meeting of the Board shall be held no less frequent than semi-annually of the year at such time and at such place as the Board may prescribe. Notice of all such meetings shall be given to the Board Members not less than (30) days before the meeting is held. Special meetings of the Board may be called by the Executive Director, or at the request of any four (4) Board Members to the ExecutiveDirector, by notice emailed to each Board Member not less than seventy-two(72) hours before the meeting is held. Waiver of notice may be permitted if signed in writing by all Board Members

Action by Written Consent: Any action required or permitted to be taken by the Board maybe taken without a meeting if all members of the Board shall individually or collectively consent inwriting to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Re-election: All Board Members, who are in good standing, shall be eligible for re-election, but may serve no more than two (2) consecutive full terms.

Voting: In the event the Board is voting on a matter and there is a tie, the Executive Director shall cast the deciding vote. Voting rights of a Board Member shall not be delegated to another or exercised by proxy.

(A) Voting by Email. Action taken by email ballot of the members of the Board, in which at least a majority of the Board, in writing, indicate themselves in agreement, shall constitute availed action of the Board if reported at the next regular meeting of such Board and entered into the minutes.

(B)Conference. Action taken by a video conference call of the Board Members, in which at least a majority of such Board Members indicate themselves in agreement, shall constitute a valid action of the Board if reported and ratified at the next regular meeting of such Board.

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