BYLAWS OF

INTERNATIONAL AFFILIATE OF THE ACADEMY OF NUTRITION AND DIETETICS

 ARTICLE I. NAME AND DOMICILE

The name of this organization will be the International Affiliate of the Academy of Nutrition and Dietetics, hereafter also referred to as “IAAND”, “the Association” or “this Association”. The domicile of this Association is in the state of Illinois.

ARTICLE II. MEMBERS

Section 1.

Membership in this Association will be limited to members of the Academy of Nutrition and Dietetics (Academy) whose primary mailing address, as submitted to the Academy, is outside the United States or the Commonwealth of Puerto Rico or, in the alternative, who have formally designated this Association as their sole affiliate of which to be a member. The membership classifications will be those outlined in Article II of the Academy Bylaws.

A member of another affiliate of the Academy may become a supporting member of this Association by applying and paying for a supporter membership in such amounts as the Affiliate may establish. Supporting members will have access to all member benefits, except that they shall not be allowed to run for or hold an elected office in this Affiliate or to cast a vote in elections or other matters requiring a vote of the membership.

Section 2.        The current list of members of the Academy officially listed in IAAND will be the official membership list of this Association for all purposes.

Section 3.        All members of this Association have rights and privileges as set forth in Article II of the Academy Bylaws and will have the corresponding rights and privileges in the conduct of business of IAAND.

Section 4.        All members whose Academy dues are not in the arrears will receive IAAND benefits.

ARTICLE III.  FISCAL YEAR

The fiscal year of IAAND shall be in accordance with the Academy fiscal year (June 1 to May 31).

ARTICLE IV.  MEETINGS OF MEMBERS

Section 1.        Annual Meeting. There will be at least one in person opportunity for the members of this Association held every year, except in case of an extenuating circumstances declared by the Board of Directors (BOD), hereafter referred to as BOD or Directors. Notice of the in person opportunity will be sent to each member of the Association via electronic announcement, not less than thirty (30) working days prior to the date of an in person conference or fifteen (15) working days prior to an on-line opportunity. The Board, will designate the location for the in person opportunity.

Section 2.  Business Meeting

A. There will be an annual business meeting of the members of the Association for the purpose of education and the transaction of other business as may come before the meeting. This meeting will normally be held in conjunction with the Annual Meeting.

B. If the annual business meeting is not held in conjunction with the Annual Meeting, a written notice of the annual business meeting, including the place, date, and time, will be sent to each member of the Association, not less than ten [10] nor more than sixty [60] working days prior to date of said meeting.

Section 3.        Special Meetings. The BOD may by a majority vote call a special meeting of the members. Members will be notified not less than thirty (30) days prior to said meeting.

Section 4.        Quorum.  At all meetings of the Association membership, the voting members present will constitute a quorum for the transaction of business, except to the extent that the law of the state of incorporation requires a larger number.

ARTICLE V. BOARD OF DIRECTORS

 Section 1.        General Powers. The governance of the Association will be vested in a Board of Directors, also known as the “Board”. The affairs of the Association shall be managed by, or under the direction of, the Board.

Section 2.        Functions of Board.  The BOD shall have the authority to perform the following functions:

a. Determine administrative policies and manage the property and funds of the Association.

b. Approve the annual budget and strategic plan

c. Approve and maintain liaisons with appropriate organizations

d. Manage activities and initiatives of the Association and coordinate with those of the Academy.

e. Approve amendments to the IAAND

Section 3.        Composition.  The BOD will consist of the President, President-Elect, Past President, Treasurer/Secretary, Country Representative (CR) Chair, Professional Development Chair, the Delegate to the Academy House of Delegates (HOD), and the Strategic Communications Chair.

Section 4.        Qualifications. Qualifications shall be consistent with board qualifications set forth in the Academy Bylaws. All Board members must belong to either the Active, International, or Retired membership categories of the Academy and this Association.

Section 5.  Regular Board Meetings

A. Number of Meetings. A minimum of two [2] regular meeting of the Board of Directors will be held annually at such time and place as may be determined by the BOD.

Other Means of Business. Except where precluded by law of the state of incorporation, meetings of the Board of Directors may be held in person or via electronic technology, and members may attend a meeting from a remote location. The Board may also transact business by regular or electronic mail, conference calls, video conference or Internet meetings, indicating time and date when votes must be cast.

Section 6.        Special Board Meetings. The President or any three (3) or more elected officers may call special meetings of the BOD stating the purpose, time and place for the meeting.

Section 7.        Notice of Meetings. Notice of any regular or Special Meetings of the BOD will be given at least fifteen [15] days prior notice by electronic notice to each BOD member, except that no Special Meeting of BOD members may be called to remove a Director or officer (see Article X; Section 4 for details on removal of officer) unless notice of the proposed removal is delivered at least twenty [20] days prior to such meeting. The business to be transacted at, and the purpose of, any Special meeting of the BOD shall be specified in the notice or waiver of notice of such meeting.

Section 8.        Quorum. A simple majority (half plus 1) of the voting members of the BOD will constitute a quorum for the transaction of business at any meeting of the BOD. If less a majority of the directors present may adjourn the meeting without further notice.

Section 9.        Removal of Elected Officers and Appointed Officials. An elected or appointed officer or director may be removed by affirmative vote by the two-thirds [2/3] votes of all members of the Board of Directors at an official meeting.

Section 10.  Vacancies

If any of the positions of elected officers become vacant, the BOD shall appoint a successor to fulfill the unexpired term according to the procedures outlined below. Should more than two offices of the BOD become vacant at the same time, a special election by the membership will be conducted by electronic means at the earliest possible date if more than one candidate is nominated for each position. If there is only one candidate per position, the candidate will be appointed by Board vote.

If President or President-Elect positions become vacant, the unexpired term will be filled in the following manner:

A. The President-Elect will succeed to the office of President and complete the unexpired term.

B. President-Elect. The BOD position shall remain vacant until a special election by the membership is implemented (appointed by BOD vote if there is only one candidate).

C. Should the office of President and President-Elect both become vacant at the same time, the BOD shall designate an individual to fill the position of President until a special election of the membership (or BOD vote if only one candidate) has been conducted by electronic means at the earliest possible.

D. All Other Elected Positions. The BOD shall appoint a successor to complete the unexpired term.

Section 11.       Compensation. Members of the BOD shall receive no compensation for serving as directors, except that they may be paid their expenses related to their duties as directors. The BOD shall have no authority to establish compensation for services to the Association as officers. This section shall not preclude any BOD member from serving the Association in any other capacity and receiving compensation for such service.

ARTICLE VI. OFFICERS

Section 1.        Officers. The officers of the Association shall be a President, a President-Elect, a Past President, Treasurer/Secretary, Delegate to the Academy House of Delegates, Country Representative (CR) Chair, Professional Development Chair, and Strategic Communications Chair. All officers shall take office at the beginning of the fiscal year. An officer shall not, at any time during the term of office, hold an elected office in the Academy or in a district association or state dietetic practice group.

President. The President will serve for one (1) year. The President will ensure the Association’s strategic direction and values are carried into effect except in those instances in which those responsibilities are specifically assigned to another office. The President will: serve as the chief executive officer, official representative and spokesperson of this Association and the Chair of the Board of Directors; appoint chairs and members of committees, task forces and work groups; serve as ex-officio member of the Public Relations Committee; preside at meetings of the full membership and Board of Directors.

President-Elect. The President-Elect will serve for one (1) year and at the end of this term will assume the office of President. The President-Elect will: support the President in leading the Association towards its strategic direction and values; serve as a member of the Board of Directors;; serve as ex-officio member of the Nominating Committee; present a written proposal for the strategic plan and budget for term as President for approval by the Board; and perform the functions of the office of President in the absence or disability of the President or when the President is unable to perform the functions of President as determined by the BOD.

Past President. The Past President will serve for one (1) year at the end of his or her term as President. The Past President will: serve as the Chair of the Strategic Planning/Bylaws/Policies & Procedure Committee as designated by which document is up for review during this year; ex-officio member of the Nominating Committee and ex- officio Awards Committee; and as Alternate Delegate to the Academy HOD, performing the functions of the Delegate in the Delegate’s absence or if the Delegate is unable to perform the functions of the Delegate.

Treasurer/Secretary. The Treasurer/Secretary will serve for two (2) years. The Treasurer/Secretary will be the chief financial officer of the Association. The Treasurer/Secretary will: serve as Chair of the Finance Committee; regularly perform appropriate checks and balances of organization accounts; ensure that IAAND financial records (deposits, checks, balances)are reviewed guide the Association in its investment strategy; process reimbursement requests and Association payments; report the financial status of the Association to the BOD and members at least quarterly in writing; and formulate the annual budget for the following Association year in conjunction with the President-Elect. The Treasurer/Secretary will: record and keep records of the proceedings of its members, the BOD and committees having any of the authority of the BOD. Financial records and procedures are reviewed annually by Treasurer/Secretary and one other BOD appointed member if operation budget remains below $50,000 per year. If the annual budget exceeds $50,000 taxes will be prepared by a CPA who will also provide a report on adequacy of accounting procedures as part of preparing the taxes.

Delegate to the Academy House of Delegates. Each delegate will serve for a three [3] year term and may be re-elected for one [1] additional term of office. A break of at least two [2] years must occur after the term of delegate before being considered as a candidate for another term. The delegate will: serve as a member of the Board of Directors, represent and act on behalf of this association at all meetings of the Academy’s House of Delegates; and communicate all business and current issues of the House of Delegates to and from the Board of Directors and the membership.

Country Representative (CR) Chair. The CR Chair will serve two [2] years. The CR Chair will: coordinate and oversee activities of Country Representatives. The CR Chair is responsible for appointing Country Representatives (CRs); serves as primary CR contact with IAAND members, Academy staff, Academy members, corporations, and national dietetic associations; solicits information from CRs to develop and maintain a resource list of international dietetic and nutrition-related organizations.

Professional Development Chair. The Professional Development Chair will serve two (2) years. The Professional Development Chair will: serve as Chair of the Professional Development Committee; and will design and support quality educational and professional development opportunities that fulfill IAAND member needs, including conferences, workshops, distance learning activities. The Professional Development Chair will report to the President.

Strategic Communications Chair. The Strategic Communications Chair will serve two [two] years, and chair the Strategic Communications Committee, ensure that all member communication is sent out in a timely manner, and that all communications/messages provide a consistent message in accordance with the Association’s Strategic Plan and Policies.

Section 2.  Executive Director. The position of Executive Director shall be a salaried position filled at the discretion of the Board and subject to yearly evaluation that are documented and maintained on file. Subject to direction of the Board of Directors, the Executive Director will be responsible for the day-to-day fiscal and operational management of this Association. The Executive Director will not have budgetary, fiscal, or policy-setting authority. The Executive Director will: serve as an ex-officio member without vote on the Board of Directors; be accountable to the Board; administer the Association’s office; implement policies of the Association as directed by the Board; communicate regularly with the President and the Treasurer/Secretary; perform services as specified in the current contractual agreement and other authority as the Board may delegate.

ARTICLE VII.  COMMITTEES, TASK FORCES AND WORK GROUPS

Section 1.  Committees

A. Committees shall have and may exercise the authority of the Board of Directors in the management of the Association to the extent provided by the Board and not restricted by law. The designation of such board committees and the delegation of authority thereto shall not operate to relieve the Board of Directors, or committee chair(s), of any responsibility imposed on him or her by law.

B. Number and Qualifications.  The Board of Directors may from time to time designate one or more committees, other than those mandated by these bylaws, each of which will consist of one or two chairs and such other persons as the President designates with the concurrence of the BOD. Committees shall function in accordance with the policies and procedures of the Association and these bylaws.

Nominating Committee. The primary function of the Nominating Committee shall be to identify at least one [1] qualified individual to be placed on the ballot for election to the offices of the Association as identified in Article VI Officers. Any member of the Association may submit the name of an individual to the Nominating Committee for consideration .Nominating Committee will: formulate a ballot according to guidelines specified and submit the official ballot to the Secretary by the date designated by the Board of Directors. The Board of Directors shall establish such other responsibilities and rules of procedure of the committee, as it deems necessary and appropriate to support the primary and other functions of the committee.

The nominating committee will consist of three elected members each serving a three year term; one elected each year. The most recent elected member will serve as Nominating Committee 2nd Seat, the following year will move to Nominating Committee 1st Seat, and the final year will serve as Nominating Committee Chair. The Nominating Committee Chair will serve as a non-voting member of the Board of Directors.

Finance Committee. The primary function of the Finance Committee shall be to review financial procedures and financial status, prepare annual budget for BOD approval, and conduct or accept the annual review of financial procedures. The committee will consist of the Secretary/Treasurer as the chair plus President Elect and at least two other appointed members.

Section 3.        Task Forces and Workgroups.  Task forces and workgroups may from time to time be appointed by the President and be maintained by the Board of Directors. Such task forces and workgroups will be assigned activities and projects based on the initiatives of the current Strategic Plan for IAAND. Each task force and workgroup will receive its specific charge[s], allocated budget, and projected deadline for the completion of the charge[s] in writing from the President or designated Board member.

A. Composition. Each task force or workgroup will consist of at least three [3] IAAND members in good standing. Once the charge to the task force or workgroup is completed, and then the task force or workgroup will be dissolved.

B. Functions. Each task force or work group will: conduct appropriate communications, meetings and activities to complete its charge(s); maintain communications with the President and designated Board member regarding progress and issues; and present oral and written interim and final reports to the Board of Directors.

ARTICLE IX INDEMNIFICATION

Each person who serves, or who has served, as a director, officer, agent, or committee member in accordance with these bylaws will be indemnified by the Association to the fullest extent permitted by the laws of the State of Illinois for any actions taken in good faith while serving in his or her official capacity. The Association may purchase and maintain insurance on behalf of any such person. This right of indemnification will, for all acts taken while in office, survive beyond the term of office and will inure to the benefit of the heirs, executors, and administrators of said person.

ARTICLE IX.  BOOKS AND RECORDS

Section 1.        Books and Records. The Association shall keep books, records of accounts, and a Record Retention and Destruction Policy. It shall also keep minutes of the proceedings of its members, BOD, and committees having any of the authority of the BOD. The names and addresses of the members entitled to vote shall be maintained by the Secretary of this Association.

ARTICLE X.  SPECIAL RULES AND DISSOLUTION

Section 1.        Special Rules. No part of the net earnings of the Association will inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Association will be authorized and empowered to make payment and distributions in furtherance of the purpose of the Association set forth in the Articles of Incorporation.

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 1986 [or the corresponding provision of any subsequent United States Internal Revenue Code].

Section 2.        Dissolution.  Upon dissolution of the Association, the Board of Directors will, after paying or making provisions for the payments of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organizations or organizations which are then qualified as exempt within the meaning of Section 501(c)(6) or 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Revenue Law) as the Board of Directors will determine exclusively for charitable, educational, or scientific purposes.

ARTICLE XI. AMENDMENTS

Section 1.   Method.  Except where state law may require the vote of the membership, these bylaws may be amended by the affirmative vote of two-thirds [2/3] of the voting members of the Board of Directors.

Section 2.        Notice.  Notice of the proposed amendment(s) will be provided in writing to the IAAND members through the Association’s newsletter, Website, or other appropriate communication means not less than forty-five [45] days before the vote on the proposed amendment.