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THE TALLAHASSEE DISTRICT DIETETIC ASSOCIATION BYLAWS Table of Contents Page Article IName 1 Article III Meetings 2 Article V Nominating Committee 4
TALLAHASSEE DISTRICT DIETETIC ASSOCIATION BYLAWS
ARTICLE I- Name This association shall be known as the TALLAHASSEE DISTRICT DIETETIC ASSOCIATION, hereafter referred to as TDA or the ASSOCIATION. The Association shall be affiliated with the Florida Dietetic Association. ARTICLE II- Membership Section 1. Membership Classifications Membership of this Association shall be limited to members of the American Dietetic Association (ADA) who reside or are employed in District Seven of the Florida Dietetic Association. The membership classifications shall be those outlined in Article II of the American Dietetic Association Bylaws. Section 2. Rights and Privileges of Membership All members of the Association shall have all rights and privileges as set forth in Article II of the Bylaws of the American Dietetic Association, and will have corresponding rights and privileges in the conduct of business as members of the Tallahassee District Dietetic Association. Section 3. Publications All members whose TDA dues are not in arrears shall receive the Association's newsletter and complimentary publications. All publications will be sent electronically and /or available on internet. Section 4. Dues a. Annual dues at a rate set by a simple majority of the Board will be assessed for the period of July through the following June. New members may join the Association throughout the year by paying dues for the current year. Dues will be prorated for members joining January through June. b. Rights of membership will be maintained with current payment of dues. c. Any new members transferring membership into the Tallahassee District Dietetic Association will not be assessed dues if they can provide documentation of paying the current year's dues in their previous association.
ARTICLE III- Meetings Section 1. Meetings of Members Regular meetings of the members shall be held at such time as shall be designated by the Board of Directors. The place for each meeting shall be given at least fifteen (15) days in advance to each member or the Association and shall be communicated by mail, telephone, facsimile, or electronic mail or any combination thereof. Further, electronic mail is acceptable for voting, responses, and all other communication. Section 2. Special Meetings Special meetings of the members may be called by the Board of Directors. Notice of said meeting stating the place, date, hour and purpose thereof as fixed by the Board of Directors shall be sent by the secretary of the Association to each member no less than five (5) days nor more than forty (40) days prior to the date of said meeting and shall be communicated by mail, telephone, facsimile, or electronic mail or any combination thereof. Section 3. Board of Directors Regular meetings of the Board of Directors shall be held at such time as determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or any two Board members. Notification of both regular and special meetings shall be communicated by mail, telephone, facsimile, or electronic mail or any combination thereof. Section 4. Other meetings All Chairs of Committees may hold meetings as needed. Section 5. Quorum A quorum shall be the number of the members present at the meeting.
ARTICLE IV-Board of Directors
Section 1. Composition a. The government of the Association shall be vested in a Board of Directors. This board shall consist of all elected officers and the appointed Chair of each Standing Committee. Ex Officio members of the Board of Directors shall include any member of the Florida Dietetic Association Board of Directors and Administrative Council. Section 2. Functions The Board of Directors shall: a. Determine administrative policies. b. Review and approve financial disbursements. c. Be the final responsible authority for the property and business of the Association. d. Coordinate the program of work with that of the Florida Dietetic Association. e. Approve and accept offers for external funding for the Association as a whole or for any unit. f. Provide for implementation of the legislative and public affairs programs of the Association. g. Exercise such other powers and perform all lawful acts permitted or required under the Florida Not for Profit Corporation Act. Section 3. Committees The President shall appoint the chair and members of committees as deemed necessary for the effective functioning of the Board of Directors.
The Board of Directors and officers of the Association shall have no authority to establish compensation for services to the Association as an officer. An officer may be paid for expenses related to the duties of his/her office. This section shall not preclude any director from serving the Association in any other capacity and receiving compensation for such service. Section 5. Manner of Acting a. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. b. The Board may transact business by mail. Matters must be submitted to the Board in writing, delivered by first class mail, for vote and decision, and the questions thus presented shall be determined according to a majority of the votes received by mail within two (2) weeks after such submission to the Board, provided that in each case, votes of at least two-thirds (2/3) of the members of the Board shall be received. Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon the Association and upon each member thereof. c. The Board may transact business by fax or electronic mail. Matters must be submitted to the Board in writing by fax or electronic mail for vote and decision, and the questions thus presented shall be determined according to a majority of the votes received within one (1) week after such submission to the Board, provided that in each case, votes of at least two-thirds (2/3) of the members of the Board shall be received. Any and all action taken in pursuance of a majority fax or electronic mail vote in each such case shall be binding upon the Association and upon each member thereof. All transactions will be maintained in the minutes. Section 6. Quorum A simple majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the board. ARTICLE V- Nominating Committee Section 1. Composition: This committee shall consist of three (3) elected members of the Association.The elected member receiving the highest number of votes in the annual election shall serve as the Chair. The two (2) other members receiving the next highest number of votes shall serve as members on the committee. Section 2. Functions: This committee shall annually designate nominees for elected offices of the Association, make recommendations for award and honor recipients and coordinate scholarship applications with the Board of Directors. ARTICLE VI - Elected Officers The elected officers of the Association shall be a President, President-elect, Secretary, Treasurer, and three (3) Nominating Committee Members. All officers shall hold office from the beginning until the end of the fiscal year of their elected terms. a. President. 1. Serve as a member of the Division of District Presidents of the Florida Dietetic Association and attend Administrative Council meetings of the Florida Dietetic Association. 2. Submit semiannual and annual reports to the Florida Dietetic Association. 3. Serve as the chief executive officer of the Association and presiding officer of the Board of Directors. 4. Appoint the Chair of all Standing and special committees. 5. See that all lawful orders and resolutions of the Board of Directors are carried out. 6. See that all recommendations submitted to the Board of Directors are duly considered. 7. Serve as an ex officio member without vote on Standing and special committees. 8. Have the general powers of supervision and active management usually vested in the office of the President. 9. Represent the Association at ceremonial functions. 10. Submit to the Florida Dietetic Association the Tallahassee District Dietetic Association's nominations for Recognized Young Dietitian, Distinguished Dietitian, FDA and ADA special awards and suggested nominees for FDA and ADA offices. b. President-elect. The President-elect shall: 1. Serve as a member of the Board of Directors. 2. Perform the functions of the office of President in the absence of the President when the President is unable to perform functions of the President as determined by the Board of Directors. 3. Appoint the Chair of all Standing and Special Committees to serve during the President-elect's term as President. 4. Assist the President in coordinating the activities of all Standing committees. 5. Perform other duties as may be designated by the Board of Directors. 6. Serve as the Chair of the Education/Registration Programming. c. Secretary. The secretary shall serve for two (2) years. The Secretary shall: 1. Serve as a member of the Board of Directors. 2. Be responsible for the minutes of all of the Board of Directors and membership meetings and their proper recording and filing. 3. Be responsible for all official correspondence. 4. Have any and all other powers and functions usually vested in the office of Secretary. d. Treasurer. The Treasurer shall serve for two (2) years. The treasurer shall: 1. Serve as a member of the Board of Directors. 2. Be responsible for all funds and securities of the Association. 3. Keep full and accurate financial records and audit reports. 4. Prepare the budget of the Association. 5. Report the financial status of the Association to the Board of Directors and to the membership. 6. Collect and receive all dues and other moneys paid to or belonging to the Association and deposit these moneys in the name of the Tallahassee District Dietetic Association in such depositories as shall be designated by the Board of Directors. 7. File annual report with and submit filing fees to The Florida Department of State. 8. File appropriate tax-exemption forms with the Internal Revenue Service. 9. Have any and all other powers and functions usually vested in the office of Treasurer. e. Nominating Committee. The Nominating Committee shall serve for one (1) year. The Nominating Committee shall: 1. Prepare the Tallahassee District Dietetic Association annual ballot to include: a. One candidate for the office of President. This will be the name of the President-elect. b. At least one (1) candidate for the office of President-elect. c. At least one (1) candidate for the office of Secretary or Treasurer on alternate years. Elections for the office of Secretary shall be held in odd numbered years and in even numbered years for the office of Treasurer. d. At least three (3) candidates for the nominating committee. 2. Submit the proposed ballot to the Board of Directors and the membership during the March meeting. Additional nominations may be made by the membership at that time, providing the nominee meets qualifications and is willing to serve if elected. 3. Prepare an official ballot containing the names of all candidates. Ballot will be Available online on the Members Only section of TDA’s website. 4. Notify candidates of results e. Historian
f. Membership Chair
1. Coordinate the applications for all scholarship candidates Immediate Past President
ARTICLE VII - Elections Section 1. Officers and other elected officials a. Elections for the offices of President, President-elect, Secretary or Treasurer and Nominating Committee shall be conducted electronically. The ballot shall be sent electronically to the voting members by the first day of April of the voting year. The ballots shall be counted by nominating committee and the results announced to the membership by email and posted on TDA’s website. Installation of new officers will occur at the May meeting. b. Officers shall continue in office until their successors are elected and take office. c. No person shall hold, simultaneously, more than one elected office in the Association. d. Members of the Nominating committee shall not be eligible to run for an elected office in the Association. Section 2. Re-elections No person shall be eligible to serve more than one consecutive term in the same office with the exception of the President-elect as noted in Article VII, Section 1,b.2. Section 3. Vacancies If any of the following offices become vacant because of health, death, resignation, disqualification, removal of other cause, the unexpired term shall be filled in the following manner: a. President: The President-elect shall succeed to the office of President and then shall serve until the end of the second fiscal year after said vacancy occurs. A special election by the membership shall be conducted by electronic mail to fill the vacancy. Those members who are without access to electronic mail will be sent the same information through regular mail. b. Secretary. The Board of Directors shall appoint a successor to fill the unexpired term. c. Treasurer. The Board of Directors shall appoint a successor to fill the unexpired term. d. Nominating Committee: 1. Chair: The person receiving the next highest number of votes shall become Chair. 2. Members: The person who ranked fourth in the election shall fill the unexpired term vacated by the new Chair. e. The President shall appoint successors to fill other vacancies. f. Should the offices of President and President-elect both become vacant at the same time, a special election by the membership shall be conducted by mail at the earliest possible date. In the interim, the Chair of the Nominating Committee shall serve as President. Section 4. Tie Vote In the event of a tie vote, the election shall be determined by lot. ARTICLE VIII - Removal of Elected Officers and Other Officials Any elected officer, other elected officials or appointed chair or committee members may be removed by the persons authorized to appoint such officers whenever in their judgment the best interests of the Association would be served thereby. The Board of Directors shall establish the process for removal of elected officers and other elected officials. The removal of an officer shall be without prejudice to the contract rights, if any, of the officers so removed. ARTICLE IX - Code of Ethics and Discipline Section 1. The Association shall uphold the code of ethics as adopted and amended from time to time by the American Dietetic Association's House of Delegates. As a condition of new and continued membership in the Association, applicants and members shall abide by these Bylaws and as such code as they, from time to time, may be interpreted and amended. Section 2. The House of Delegates of the ADA is responsible for establishing regulations and procedures for applying, interpreting and enforcing these Bylaws and the code of ethics of the Association, including but not limited to procedures for hearing complaints. Section 3. Members failing to abide by the Bylaws and code shall be subject to disciplinary proceedings and as a result thereof may be censured, suspended or expelled from membership in the Association. Section 4. Persons expelled from membership for any reason other than the nonpayment of dues may reapply for membership upon such terms and conditions as may be specified from time to time by the Board of Directors. Section 5. By accepting and maintaining membership in the Association, each member releases and holds harmless the Association, and their respective officers, directors, employees, and agents from and against any claims, demands of liability whatsoever relating to the application, interpretation or enforcement of the Bylaws and code of the Association. ARTICLE X - Fiscal Year The Fiscal Year of the Association shall begin the first (1) day of July of each year and end on the thirtieth (30) day of June of the next year. ARTICLE XI - Amendments Proposed amendments, after approval of the Tallahassee District Dietetic Association Board of Directors, shall be submitted in duplicate to the Chair of the Florida Dietetic Association Bylaws Committee for approval. After approval of the Board of Directors, the amendment must be submitted to the TDA membership for vote. Written or printed notice containing the proposed amendment shall be given to the voting members of the District Association not less than thirty (30) nor more than forty (40) days before the date on which the ballots are to be counted. The amendment must be approved by the affirmative vote of two-thirds (2/3) of the members who vote. ARTICLE XII- Parliamentary Authority Robert's Rules of Order Revised or the most current revision shall continue the parliamentary authority for the conduct of meetings of this Association and in all cases not covered by these Bylaws. The Association shall indemnify all officers and directors of the Association to the full extent permitted by the General Not For Profit Corporation Act of the State of Florida and may indemnify other persons acting for the Association and shall be entitled to purchase insurance for such indemnification of officers, directors, and other persons as determined from time to time by the Board of Directors of the Association. ARTICLE XIV- Special Rules and Dissolution Section 1. Special Rules No part of the net earnings of the Association shall inure to the benefits or be distributable to its members, trustee, officers, or other private persons, except that the Association shall by authorized and empowered to make payment distributions in furtherance of the purpose set forth in Article II by these Bylaws-Laws. Not withstanding any other provisions of the Articles in theses Bylaws, the Association shall not carry on any activities that are not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501 (c) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Internal Revenue Law). Section 2. Dissolution On the dissolution of the Association, the Board of Directors, after paying or making provision for payment of all the liabilities of the Association, shall dispose of all of its assets exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an organization or organizations exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Revenue law) as the Board of Directors shall determine.
ARTICLE XV - Books and Records The Association shall keep books and records of account. It shall also keep minutes of proceedings of its member meetings, Board of Directors meetings, and committee meetings having any of the authority of the Board of Directors. The names and addresses of the members entitled to vote shall be maintained by the current elected Secretary. |
In order that the TDA may render its greatest possible service to its members, it is necessary the officers perform their duties in a business-like manner, that each member have constantly before her/him the high aims of the Association, to promote the educational interest of its members for the ensuing year and to pledge anew our individual alliance to our professional standards. This definitely works: President-Elect Installing Officer: Will June Wiaz please come forward. Thank you. The members of the TDA have elected you to the position of President-elect of the TDA. In electing you to this high office, they have expressed their confidence in your ability and integrity. As President-elect of the TDA, it shall be your duty to assist the President in duties as designated, to serve as Chair of the Education Committee and to help set up and plan for speakers at each meeting as well as perform the duties of the president in the event of her inability to serve. Do you promise to perform the duties of this high office to the best of your ability? June Wiaz __I do. I charge you, then, with these responsibilities. Presiding officer: May you June Wiaz be a willing and valued assistant to our president, and may you take much satisfaction in this service. May you also be aware of our constant appreciation of your faithful performance of this most necessary work. Treasurer Installing officer: Will Andrea Farmer please come forward. Thank you. The members of TDA have elected you to the position of Treasure of the TDA. In electing you this high office, they have expressed their confidence in your absolute accuracy, honesty, punctuality and thrift. As Treasurer of TDA, it shall be your duty to work closely with the President and the board and prepare a financial statement for each Board meeting and the first and last meeting of TDA. Do you promise to perform the duties of this high office to the best of your ability? ______ (Andrea says I do) Presiding officer: I charge you, then, with these responsibilities Presiding officer: May you Andrea be aware of our constant appreciation of your faithful performance of this most necessary work. President The members of the TDA have elected you to the position of President of the TDA. This is indeed an expression of their confidence in your ability, integrity and desire to be of service to your fellow members and the community. As President of the TDA, you shall perform the customary duties of this office, shall make any necessary reports to the FDA, shall make a mid-term and an annual report to be submitted to the FDA, shall represent TDA at the FDA annual meeting and any civic or public relation assembly whenever necessary and shall appoint all committees deemed necessary. Do you Rick Parks promise to perform the duties of this high office to the best of your ability? Rick Parks: I do. I charge you, then, with these responsibilities. Presiding officer: May you Rick Parks patiently, honestly and loyally guide this group with vision of the common welfare of the association, always working to lift our sights to goals of greater service, constant6ly seeking ways to educate us to better ourselves and dietitians, and ways to improve understanding and appreciation of dietetics in our community and achieve optimum nutritional care for all human beings. May you Rick Parks be aware of our constant appreciation of your faithful performance of this most necessary work. I now declare the Officers of the TDA duly installed, to serve until their successors are elected. May this year 2008-2009 be a pleasant one, with cooperation and success.
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