ARTICLE I. OFFICES
1. THE PRINCIPAL OFFICE shall be located at the office of the management company hired by the society.
2. THE SOCIETY may also have offices at such other places, either within or without the State of New York as The Board of Directors may from time to time appoint or the business of the Society may require.
ARTICLE II. MEMBERSHIP
1. APPRENTICE MEMBER: To be considered for election as an Apprentice member with the potential for Certified membership in the future, the candidate must meet the following criteria:
a. They should be an artistic or scientific worker primarily engaged in creating a wide variety of finished flavors using basic natural/synthetic building blocks.
b. They must have completed a minimum of five years of training under the direct supervision of one or more individuals who must themselves have been a Certified member in good standing or Emeritus member during the entire training period.
c. They should demonstrate to the Membership Committee sufficient knowledge of raw materials, compounding techniques, flavor formulation/production procedures, and flavor applications to progress to an independent mode of creativity.
d. They must have sponsorship from one or more Certified members in good standing or Emeritus members who are responsible for the training or can validate the training requirements..
e. Effective May 17, 2007, Apprentice members must apply for and be elected to Certified membership within five years of their election. Those who fail to meet these requirements will be notified by the Membership Committee and given 30 days to apply for upgrade, or they will be removed from the membership roll. The Membership Committee will provide notification to each individual by electronic means. Election to Apprentice status shall be upon recommendation of the Membership Committee and a 2/3 vote of the voting members present.
2. CERTIFIED MEMBER: To be considered for election as a Certified member, the candidate must satisfy the following criteria:
a. They should be an artistic, scientific worker who primarily focuses on the independent creation of a wide variety of finished flavors using natural/synthetic flavor raw materials recognized by the industry.
b. They must have a minimum of seven years of training under the direct supervision of one or more individuals who were Certified members in good standing or Emeritus members throughout the training period.
c. They must exhibit a comprehensive understanding of the flavor industry, including knowledge of raw materials, laboratory procedures, production processes, legal/regulatory requirements, and the economic aspects involved in the creation, production, and utilization of flavors.
d. They must be sponsored by one or more Certified members in good standing or Emeritus members who were either responsible for supervising the training or could substantiate the training requirements.
e. In exceptional cases, a candidate who has not trained under or completed their total training under Certified members but has worked for a minimum of ten years primarily in creating finished flavors may be considered for membership if they meet the same qualifications (II, 2, c) and can demonstrate broad knowledge over a range of flavor types. Election to Certified membership shall be upon recommendation of the Membership Committee and a 2/3 vote of the voting members present.
3. EMERITUS MEMBER: Retired Certified members, provided they are in good standing, may apply to the Membership Committee and be approved by the Board of Directors.
4. HONORARY MEMBER: Any person outside the Society who is in sympathy with its objectives and who has rendered distinctive service to it or to the flavor industry may be elected upon nomination by the Board of Directors and unanimous vote of the voting members present.
5. AFFILIATE MEMBER: Any person by experience or training, who cannot meet the requirements of Certified or Apprentice membership can, if involved in flavor or related work in the flavor or related industries, apply for an Affiliate membership. The qualifications for membership shall be at the discretion of the Membership Committee and the person will be elected an affiliate member if recommended by the committee, sponsored by three Certified members, and voted in by 2/3 of the Certified members present.
a. The Affiliate members will be maintained in this status but no further admissions will be permitted as of April 5, 1973.
6. APPLICANTS FOR MEMBERSHIP:
a. All applicants for Certified membership, and those requesting recognition with the status of Apprentice, or a change in status from Apprentice to Certified member, shall be required to complete an application supplied by the Society.
b. All new applicants for Apprentice or Certified status must appear before the Membership Committee or its agents to substantiate their qualifications. Apprentices requesting upgrading of their status to Certified member may be required to appear before the Membership Committee.
c. It will be at the discretion of the Membership Committee to test, interview, or otherwise verify the qualifications and sincerity of all new applicants or those requesting change of status. Applicants will be contacted within two months of receipt of application.
7. SUSPENSION OF MEMBERSHIP: Any member may be suspended or terminated for cause by a vote of 2/3 of Certified membership, upon recommendation of the Board of Directors. No member shall be suspended or terminated unless the charges have been submitted in writing to the Board of Directors, and a copy sent to the member, one month previous to meeting of said Board, and an opportunity given to refute the charges.
8. REINSTATEMENT OF MEMBERSHIP: Members who, through non-payment of dues or for any other reason, have been dropped from the membership and wish to be reinstated shall be required to complete an application supplied by the Society. It will be at the discretion of the Membership Committee whether or not a candidate applying for reinstatement should be tested, interviewed, or otherwise have their qualifications reevaluated and verified. Reinstatement shall be upon recommendation of the Membership Committee and the approval of the Board of Directors.
ARTICLE III. DUES
1. ANNUAL DUES: The Board of Directors, by vote of a majority of the entire Board of Directors, shall, at or prior to the end of the fiscal year of the SFC, fix the amount of the annual dues payable on the first day of January during the next fiscal year and may adjust the amount of such annual dues based upon the current and projected financial position of the SFC and such factors which the Board of Directors may determine to be relevant and appropriate. Dues shall not be required of Honorary or Emeritus members.
2. For NEW MEMBERS, dues payment is required immediately upon becoming a member regardless of time of year it occurs.
a. Any additional cost incurred by the Society such as for checks returned for insufficient funds, registered mail fees, or similar charges will be added to the member’s dues.
3. MEMBERS IN ARREARS for three months shall be so notified by the Treasurer. If payment is not made within 30 days, their names shall be dropped from the Membership Roll. Notification in each case shall be by electronic means.
a. If a third notification is required, a penalty fee of $30.00 (thirty dollars) shall be assessed in addition to the amount of the dues requested. The Treasurer or assistant agents shall notify the delinquent member of this penalty.
ARTICLE IV. MEETING OF MEMBERS
1. The ANNUAL MEETINGS, which include the election of officers and directors and any other business that is appropriate, will be held during the May meeting. In the event that the Annual Meeting of the members is not held as per the prescribed time, the election of officers and directors may be conducted during any meeting called in accordance with these Bylaws.
2. ALL MEETINGS OF THE MEMBERS shall be held at a location determined by the Board of Directors, whether within or outside the State of New York. The notice and call of the meeting shall specify the place where the meeting will take place. The Board of Directors will also schedule at least one closed meeting at a time determined by them.
3. VOTING. At all meetings of members, only Certified members and Emeritus members who were previously Certified members are permitted to vote. Voting for election to membership shall be conducted by ballot provided by the Membership Committee or through electronic/virtual means. For all other matters, voting may be conducted orally (viva voce), although any Certified member or an Emeritus member who previously was a Certified member may request a vote by ballot.
4. A. ORDER OF BUSINESS at the Meeting of Members:
• Introduction of Speaker (when scheduled)
• Speaker (when scheduled)
• Acceptance of the minutes of the previous meeting
• Reports by the Secretary, Treasurer and Committee Chairpersons
• Unfinished Business
• New Business
• Adjournment
B. ORDER OF BUSINESS at the Annual Meeting of Members:
• Names of deceased members (silent tribute)
• Introduction of Speaker (when scheduled)
• Speaker (when scheduled)
• Acceptance of minutes of the previous meeting
• Reports by the Secretary, Treasurer and Committee Chairpersons
• Unfinished Business
• New Business
• Report of Nomination Committee
• Election of Officers and Directors
• Adjournment
5. SPECIAL MEETINGS of the members, for any purpose or purposes unless otherwise prescribed by statute, may be called by the President, or in case of the President’s absence, by the Vice-President, or by a majority of the Board of Directors, and shall be called at any time by the President or Vice-President, or Secretary or Treasurer upon request of 25% of the Certified members of the Society.
6. BUSINESS TRANSACTED at all special meetings shall be confined to the objectives stated in the call.
7. NOTICE OF THE TIME AND PLACE of the annual meeting of the members shall be given by electronic means, together with the lists of nominees for officers and directors, at least ten days and not more than thirty days prior to the meeting. Notice of the time and place of special meetings shall be given by electronic means at least ten days and not more than twenty days prior to the meeting. Notices shall be sent to each member by electronic means to the last known email address appearing on the corporate books of the Society.
8. A QUORUM at any meeting of the members shall consist of not less than 30 Certified and Emeritus members in good standing. This will include any off-site members gathered electronically or via conference call and should be individually registered. If a quorum is not met at a properly called member’s meeting, the meeting may be adjourned by those present. A notice of such an adjourned meeting will then be sent to all members containing a statement of the time and place that business will next be held. Issues to be voted upon will be done at this next meeting where a quorum will not be required, with the exception of the Annual Meeting in accordance with the Articles of Incorporation. Except as may be otherwise required by law or provided in the certificate of incorporation, any number of Certified and Emeritus members in good standing shall constitute a quorum and the votes of the majority of those present at such meeting shall be sufficient to transact business.
9. INSPECTORS OF ELECTION: Two Certified and/or Emeritus members shall be appointed by the President as Inspectors of Election before or at each meeting of the members of the Society at which an election of officers and directors shall take place. If no such appointment shall have been made or if the inspectors appointed by the President refuse to act or fail to attend, then the appointment shall be made by the presiding officer of the meeting.
ARTICLE V. BOARD OF DIRECTORS
1. THE MANAGEMENT of all the affairs, property and business of the Society shall be vested in a Board of Directors consisting of President, Vice President Treasurer and Secretary who shall be elected at the annual meeting of the members by a majority vote, for a term as specified under ARTICLE VII, Section 1, and shall hold office until their successors are elected and qualify. Directors must be Certified members. The retiring president automatically becomes Chairperson of the Board.
2. THE NUMBER OF DIRECTORS may at anytime be increased or decreased by vote of a majority of the members entitled to vote, at any regular or special meeting, if the notice of such meeting contains a statement of the proposed increase or decrease. In case of such increase, the Certified members at any regular or special meeting shall have the power to elect such additional Directors to hold office until the next annual meeting of the members and until their successors are elected and qualify.
3. ALL VACANCIES in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the remaining Directors attending a stated or special meeting called for that purpose, and a Director thus elected to fill any vacancy shall hold office for the unexpired term of the predecessor and until a successor is elected and qualifies.
4. THE FIRST MEETING of each newly elected Board shall be held at such time and place either within or without the state of New York immediately following the Annual Meeting of members, or at such time and place as a majority of said newly elected Board of Directors shall determine, and no further notice of such meeting shall be necessary.
5. SPECIAL MEETINGS of the Board of Directors may be called at anytime by the President or, in event of the President’s absence, by the Vice-President, or by any two Directors, to be held at the principal office of the Society or at such other place or plans within or without the State of New York as the Directors may from time to time designate.
6. NOTICE of all special meetings of the Board of Directors shall be given to each Director by one week’s notice by electronic means.
7. A MAJORITY of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business, but if less than a quorum is present, the business portion of the meeting shall be adjourned to the next meeting,
8. ORDER OF BUSINESS at the regular meetings of the Board of Directors, the order of business shall be as follows:
• Introduction of Speaker (when scheduled)
• Acceptance of the minutes of the previous Board meeting
• Reports by the Secretary, Treasurer and Committee Chairpersons
• Unfinished Business
• New Business
• Miscellaneous
• Adjournment
ARTICLE VI. COMMITTEES
1. THE PRESIDENT shall appoint such committees as shall be from time to time determined upon by the Board of Directors, the chairperson of which shall be Certified members. The remainder of the committee shall be composed of Certified members and may include Apprentice members.
2. PRIOR TO THE FIRST MEETING of the calendar year, the Chairperson of the Board will be appointed the Chairperson of the Nominating Committee. The Chairperson will then select three other Certified members to participate on the committee. Their role will be to nominate members as officers and directors to be voted on by the members entitled to vote at the annual election ensuing.
3. MEMBERSHIP COMMITEE. A Membership Committee consisting of a minimum of three members shall be appointed by the President to investigate all membership applications and to make recommendations to the Certified members at a closed meeting.
4. AN AUDIT COMMITEE shall be appointed by the President yearly to audit all the financial records of the Society.
ARTICLE VII. OFFICERS
1. THE OFFICERS OF THE SOCIETY shall be President, one Vice President, a Secretary, and a Treasurer who shall be nominated for office by the Nominating Committee and elected by the membership at the annual meeting in May and shall hold office until their successors are elected and qualify.
a. The terms of office for the President and Vice-President shall be for one year, and neither of them shall serve more than two consecutive terms. The terms of office for the Secretary and Treasurer shall be for two years and their election to office shall alternate from year to year so that their term of office shall be overlapping rather than concurrent. They may also choose additional Assistant Secretaries and Assistant Treasurers. The officer shall be chosen from among the Certified members. The President, Vice-President, Secretary, and Treasurer shall be members of the Board of Directors. No more than two of these officers shall be employed by the same flavor manufacturing organization.
2. THE PRESIDENT shall preside at all meetings of members and directors; shall have general supervision of the affairs of the Society; shall sign or countersign all certificates of membership, papers, and legal documents and deliver the same, and shall be ex-officio member of all committees except the Nominating Committee, with the power to vote in case of ties.
3. THE VICE-PRESIDENT. During the absence or disability of the President, the Vice-President shall exercise all the functions of the President. The Vice-President shall have such powers and discharge such duties as may be assigned to the office from time to time by the Board of Directors.
4. THE SECRETARY shall issue notices for all meetings except the notice for special meetings of Directors called at the request of two Directors as provided in Section 5 of ARTICLE V of the By-Laws may be issued by such Directors; shall keep minutes of all meetings; shall have charge of the Seal of the Corporation; shall conduct the correspondence of the Corporation; shall make such repasts and perform such other duties as are incident to the office or are properly required by the Board of Directors.
5. THE ASSISTANT SECRETARIES in order of their seniority, shall in the absence or disability of the Secretary perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.
6. THE TREASURER shall have the custody of all monies of the Society and shall keep regular books of account; shall disburse the funds of the Society in payment of just demands against the Society or as vouchers for such disbursements and shall render to the Board of Directors from time to time as may be required, an account of all transactions as Treasurer and of the financial conditions of the Society, and shall perform all duties incident to the office or that are properly required by the Board of Directors
7. THE ASSISTANT TREASURERS, in order of their seniority, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.
8. IN CASE OF ABSENCE OR DISABILITY to act, of any officer of the Society and of any person having authority to act in the office’s place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person to whom it may elect.
9. VACANCIES in any office arising from any cause may be filled by the directors at any regular or special meeting.
10. THE BOARD OF DIRECTORS may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
11. THE OFFICERS of the Society shall hold office until their successors are chosen and qualify. Any officers elected by the membership or appointed by the Board of Directors may be removed at any time with cause by the affirmative vote of a majority of the Board of Directors.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Society shall begin on the first day of July in each Year.
ARTICLE IX. FINANCE
The monies of the Society shall be deposited in the name of the Society in such bank or banks or trust company or trust companies as the Board of Directors shall designate from time to time. The funds of the Society shall be drawn out only by persons designated by a resolution of the Board of Directors. The funds of the Society may be withdrawn via available financial transaction methods, i.e. checks, debit card, electronic transfer, etc.
ARTICLE X. SEAL
ARTICLE XI. PARLIAMENTARY AUTHORITY
Cushing’s “MANUAL OF PARLIAMENTARY PRACTICE” shall be the authority on all questions of Parliamentary law and proceedings and procedures.
ARTICLE XII. AMENDMENTS
Alterations, amendments, or repeals may be made to these By-Laws by a vote of two-thirds of the Certified members present at any regular or special meeting where a quorum has been established. Written notice of the proposed amendment shall have been read at the last previous regular meeting and a copy thereof sent by electronic means to the last known email address appearing on the corporate books of the Society to each member with the notice of the meeting at which such proposed amendment is to be voted on.
ARTICLE XIII.
The Society of Flavor Chemists, Inc. shall not allow its name or logo to be used for any commercial advertising purposes or to further a business enterprise.
ARTICLE XIV.
Nothing contained in the Certificate of Incorporation shall authorize or empower the corporation to perform or engage in any practice prohibited by General Business Law, Section 340 or other anti-monopoly statutes of the State of New York.
REVISION HISTORY (Started 1/2016)
• 1/22/16: Revision History added to end of document.
• 2/9/16 : Revisions to Article II Sec 1b, Article II Sec 1d, Article II Sec 2b, Article II Sec 2d (SEE PDF named By Laws Change Oct 2015 for the specific changes)
• 6/22/17: Revisions to Article II Section 1e; Changes to Article V Section 8
• 8/24/20 : Corrected numbering sequencing (Section III was empty)
• 8/24/20: Revisions to DUES Section – now Article III, Section 1.
• 4/21/22: Revisions as in Appendix A of February 2022 minutes. Gender neutrality and electronic communications
• 05/11/23: Revisions as passed on this day. Gender neutrality expanded. Proposed on 04/11/23
