Bylaws Update

The Portland Academy of Nutrition & Dietetics Bylaws Update - Last edited July 4, 2022

Bylaws: Updated 7/4/2022

Changes were made to Article V, Section II. Increased term limits for Secretary and Treasurer from one year to two years.

Article I.  Name

This Association will be known as the PORTLAND ACADEMY OF NUTRITION AND DIETETICS, hereafter, referred to as the Portland Academy.

Article II.   Membership

There are two (2) classifications of membership.

SECTION 1.  Active membership

  1. Membership in this association will be limited to members of the Academy of Nutrition and Dietetics, hereafter known as the Academy. The membership classifications will be those outlined in the Academy Bylaws.  All Academy members whose dues are not in arrears are eligible for the Portland Academy membership.
  2. Members listed on the current rosters of the Oregon Academy of Nutrition and Dietetics, hereafter known as the Oregon Academy, and the Washington State Academy of Nutrition and Dietetics (Washington State Academy) will be eligible members of the Portland Academy for all purposes.
  3. Persons eligible for Academy membership but who are not Academy members and Academy members whose dues are in arrears are hereafter known as Inactive Members.

 

SECTION 2. Auxiliary Membership

  1. Individuals, corporations and organizations not eligible for OAND/AND membership who support the mission of the national Academy/Oregon Academy may become an Auxiliary Oregon Academy Member upon application and payment of an annual fee specified by the Oregon Academy Board.

 

  1. Oregon Academy auxiliary members receive newsletters and other communications, invitations to events, and a listing on the Oregon Academy website.
    1. Auxiliary members may serve on committees and task forces but may not be elected as officers or vote per Oregon Academy /national Academy guidelines.
    2. Specific other benefits may be established by the Oregon Academy Board.

 

 SECTION 3.  All active members of the Association will have the rights and privileges as set forth in the Academy Bylaws and will have corresponding rights and privileges in the conduct of business of the Portland Academy.

 

SECTION 4.  The Portland Academy may annually assess dues for active membership with the approval of the Portland Academy Board.  Dues may be pro-rated for partial-year membership upon approval of the Portland Academy Board.

 

SECTION 5.   Inactive Members may not vote in the Portland Academy elections, hold elected office or be a Board member.  They will be charged a separate fee for attendance at Portland Academy functions.

Article III.  AFFILIATION

Section 1.  The Association will be affiliated with the Oregon Academy of Nutrition and Dietetics. 

Section 2.  The Portland Academy President or designee will attend Oregon Academy Executive Board meetings.

Article IV.  ORGANIZATION

SECTION 1.  The government of the Portland Academy will be vested in an Executive Board, hereafter referred to as the Board.           

SECTION 2.         BOARD COMPOSITION

  1. The following will serve as members of the Board with the right to vote:
  2. President
  3. Immediate Past President
  4. President-Elect
  5. Secretary
  6. Treasurer
  7. Nominating Chair
  8. From zero (0) to three (3) Committee Chairs as appointed by the President

 

  1. The following will serve as members of the Board for discussion and consultation but without the right to vote:
  2. Elected Nominating Committee members
  3. Chairs and members of appointed committees.
  4. Project leaders
  5. All Portland Academy members may attend Board meetings and may be invited to make presentations or comments.

 

SECTION 3.         BOARD FUNCTIONS

  1. The Board will determine administrative policies and manage the property and affairs of the Portland Academy.
  2. The Board and each member of the Board will function within the Portland Academy bylaws.

 

SECTION 4.  MEETINGS OF THE BOARD

  1. A minimum of three (3) regular meetings will be held annually. Other meetings may be held at such times and places as deemed necessary.
  2. Written or electronic notice of said meetings will be sent as instructed by the President to each member of the Board not less than seven (7) days prior to the date of said meeting.
  3. A quorum at all meetings of the Board will consist of two-thirds (2/3) of the voting members of the Board. Voting members of the Board unable to attend the meeting may be represented by an equally qualified alternate to assure a quorum for conduction business of the Board.
  4. No act will be valid or binding unless passed by an affirmation vote of the majority of the voting members of the Board present at the meeting.

 

 

ARTICLE V. ELECTED OFFICIALS

SECTION 1.  Only Active Portland Academy members will serve as elected officers or other officials with voting power.

 

SECTION 2.  ELECTED OFFICERS of this Association will consist of a President, President-Elect, Secretary, Treasurer, and Nominating Committee.  All officers will hold office for the elected term through the meeting following the election of successors.

 

  1. PRESIDENT

The President will serve one year.

The President will:

  1. Serve as chief executive officer of the Association and chair of the Board.
  2. Have general powers of supervision and active management usually vested in such an office.
  3. Recommend committees and committee chairs to be considered for approval by the Board.
  4. Appoint not more than three (3) committee chairs to be voting members of the Board, if desired.
  5. Serve as a consultant to all Portland Academy committees except nominating committee.
  6. Preside at membership meeting(s).
  7. Serve as a non-voting member of the Oregon Academy of Nutrition and Dietetics Executive Board and report Portland Academy activities to the Oregon Academy Board.
  8. Serve as voting member of the Board as Immediate Past President the year following the term of President. As Immediate Past President, this person may serve as a consultant to committees as appointed by the President.

 

  1. PRESIDENT-ELECT

The President-Elect will serve for one (1) year and then will automatically become President.

The President-Elect will:

  1. Perform the functions of the Office of President in the absence or disability of the President.
  2. Serve as a member or consultant to committees as appointed by the President.

 

  1. SECRETARY

The Secretary will serve for one year two years and will:

  1. Be responsible for recording and filing approved minutes of all Board and Portland Academy membership meetings.
  2. Be responsible for keeping an updated roster and mailing list of all active Portland Academy members for distributing written information to the membership.
  3. Handle correspondence for the Association as directed by the President.

 

  1. TREASURER

The Treasurer will serve for one year two years and will:

  1. Have custody of all funds of the Portland Academy.
  2. Keep full and accurate financial records.
  3. Report the financial status of the Portland Academy at each Board meeting and at a minimum of one (1) annual membership meeting.
  4. Serve as chair of the finance committee if the committee is appointed by the President and approved by the Board.
  5. Present preliminary budget at the first Board meeting and finalize budget.
  6. Provide adequate guidance to the incoming Treasurer.

 

 

  1. NOMINATING COMMITTEE

The Nominating Committee will consist of three (3) members serving for one year.  The member receiving the highest number of votes in the annual election will serve as Chair and be a voting member of the Board.  The immediate Past President will be a consulting member of the Nominating Committee.  The Nominating Committee will:

  1. Designate annually one (1) or two (2) candidates for each of the Offices of President-Elect, Secretary, and Treasurer.
  2. Designate annually at least three (3) and maximum of five (5) candidates for Nominating Committee.
  3. Prepare ballots containing the names of all candidates. Include space on the ballot for write-in candidates when the minimum number of candidates is listed for an office.
  4. Obtain appropriate curriculum vitae from each nominee and summarize for the candidate information document.
  5. Submit the slate of officers to the Board for approval ten (10) days prior to the election each year.
  6. Submit ballot and candidate information to the Secretary for dissemination to membership.
  7. The Nominating Committee Chair will report election results to the Secretary for official recording and will notify each candidate for office of the results of the election.

ARTICLE VI.  ELECTIONS

SECTION 1. METHOD

  1. Elections will be conducted in a manner designated by the Board (electronic or by mail). When electronic mail is used, reasonable effort will be used to maintain secrecy and to assure that each member returns only one completed ballot.
  2. A notification of ballot will be sent to all current active Portland Academy members not less than fifteen (15) days prior to the closing of the polls.
  3. If any races end in a tie vote, the election will be decided by the throw of a coin.

 

SECTION 2.  CANDIDATE QUALIFICATIONS

  1. No person will hold more than one (1) elected office simultaneously.
  2. All Active Portland Academy members may hold elected office.
  3. The Secretary and Treasurer will each be eligible to run for a second consecutive term of office.

 

SECTION 3.   The President--Elect and the Nominating Committee members will be ineligible to serve more than one (1) term in succession in the same office except that the President may serve a second term in the event of a vacancy in the office of President-Elect.

 

SECTION 4.  VACANCIES

If any of the following officers become vacant, the unexpired term will be filled as follows:

  1. President: The President–Elect will succeed to the Office of the President, will complete the unexpired term and then serve the elected term of President.
  2. President-Elect: The Board will elect a successor to fill any unexpired term.  The President will vote only to resolve a tie.
  3. Secretary, Treasurer and Nominating Committee: The President with approval of the Board will appoint a successor to fill any unexpired term.
  4. Should the office of President and President–Elect become vacant at the same time, a special election of the membership will be conducted by mail at the earliest possible date. In the interim the Immediate Past-President will serve as President.

 

ARTICLE VII.   ACTIVITIES

SECTION 1.  Standing and/or ad hoc committees may be appointed by the President and approved by the Board as needed to conduct the annual agenda.  These may include, but are not limited to, committees of finance, newsletter, bylaws and annual meetings.

 

SECTION 2.  MEETINGS OF THE MEMBERSHIP

  1. A minimum of one (1) regular meeting of the membership will be held annually that will include a report of the activities of the Board.
  2. Other meetings may be held at such times and places as specified by the Board.
  3. Written notice of said meetings will be sent as instructed by the President to all active Portland Academy members not less than fourteen (14) days prior to the date of said meeting.
  4. Membership meetings may be held for various purposes as determined by the Board.

 

ARTICLEVIII.  FISCAL YEAR

The fiscal year of the Association shall be in alignment with Oregon Academy.

 

ARTICLE IX.  PROCEDURAL RULES

Robert’s Rule of Order, newly revised, will constitute the parliamentary authority for the conduct of all meetings of the Association.

 

ARTICLE X.  AMENDMENTS

The bylaws may be amended by a two-thirds (2/3) majority of the votes cast by the Portland Academy Board. 

Proposed bylaws changes will be posted on the Portland Academy website for a minimum of thirty (30) days and notification sent to all Portland Academy members.  Comments will be sent to the designated Portland Academy officer, summarized and forwarded to the Board prior to a vote.

 

 

ARTICLE XI.  DISSOLUTION

SECTION 1.         DISSOLUTION OF THE ASSOCIATION

On the dissolution of the Portland Academy of Nutrition and Dietetics, the Board, after paying or making provision for payment of liabilities of the Association, will dispose of all assets exclusively to the Oregon Academy.

 

SECTION 2.         NET EARNINGS OF ASSOCIATION

No part of the net earnings of the Portland Academy will inure to benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Association will be authorized and empowered to make payments and distributions in furtherance of the purposes set forth in Article II of these Bylaws.  Notwithstanding any other provisions of the Articles in these Bylaws, the Association will 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 corresponding provision of any subsequent United States Revenue law).



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