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By Laws
ILLINOIS COUNCIL ON FOOD AND AGRICULTURAL
RESEARCH (C-FAR)
BY-LAWS
ARTICLE I. NAME AND PRINCIPAL OFFICE
Section 1. Name
The name of this organization shall be
the Illinois Council on Food and Agricultural Research, Inc. (C-FAR),
a general not for profit corporation, incorporated under the laws
of the State of Illinois.
Section 2. Principal Office
The principal office of this organization
shall be located in Urbana, Illinois, or in such other location within
Illinois as shall be designated by the Board of Directors.
ARTICLE II. MISSION
Section 1. Mission
To advance profitable, consumer-sensitive,
environmentally sound food, agricultural and related systems by
securing funding for relevant research and outreach and fostering public
participation
in program guidance.
Section 2. Objectives
C-FAR will seek to achieve the following
objectives:
2.1
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To provide a mechanism for
effective and timely communication between the publicly
supported Illinois research system and Illinois food,
agricultural and related sectors. |
2.2
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To assess the research needs
of the food, agricultural and related sectors, and communicate
them to the higher education research community. |
2.3
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To communicate the accomplishments
of the publicly supported food, agricultural and related
research system in Illinois to consumers, producers,
elected and appointed State and Federal government officials,
and the citizens of Illinois. |
2.4
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To be a broad-based, ongoing
advocate for and supporter of adequate investment by
the State of Illinois in food, agricultural and related
research. |
2.5
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To promote the leveraging
of the State investment in research by advocating greater
support for food, agricultural and related research
from federal, foundation, and private industry sources. |
ARTICLE III. FISCAL YEAR
The fiscal year shall be July 1 through June
30.
ARTICLE IV. MEMBERSHIP, PARTICIPANTS
AND MEETINGS
Section 1. Membership
Membership and participation in C-FAR is
open to those who support the mission and objectives of C-FAR. There
shall be three classes of membership: Organizational, Affiliate and
Individual.
1.1
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An Organizational Member must represent
at least 50 individual members, may not be a direct
recipient of C-FAR funds, is entitled to one vote on
matters subject to voting, and may designate one voting
representative for each Working Group. Annual dues shall
be $250. |
1.2
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A state and federal government
agency, or a university or unit thereof, or another entity
similarly related to the C-FAR mission, may be an Affiliate
Member, and may designate one non-voting representative for
each Working Group. Annual dues shall be $100. |
1.3
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Individual Members may participate,
as non-voting members, in all C-FAR activities, except
as provided otherwise herein. Annual dues shall be $50. |
Section 2. Participation
Eligible participants in meetings of C-FAR and of its subsidiary
entities, including committees and Working Groups, and in C-FAR activities
generally, are
| 1.1 |
Designated representatives of Organizational
Members |
| 1.2 |
Designated representatives of Affiliate
Members |
| 1.3 |
Individual Members |
Each Organizational Member shall designate a Voting Delegate
for plenary meetings. Such voting body shall be referred to as the Council.
Each Organizational and Affiliate Member shall designate a Contact Person
and may designate a representative to each Working Group.
Section 3. Meeting Procedure
3.1
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Participants will seek
to have C-FAR decisions arrived at in such a way that: a)
they are based on full
and open consideration of relevant circumstances and alternatives, b) they
accommodate appropriately the variety of perspectives and goals which participants
bring to the questions at hand, and, c) they are designed to engage such
support that they can be carried out successfully. |
3.2
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Decisions of C-FAR
and its entities shall be made by consensus, excepting that:
a) elections shall be
conducted as otherwise provided herein, and, b) by resolution properly
proposed and agreed to by two-
thirds of those organizational members voting on the question, a meeting
shall proceed from
consensus mode to parliamentary mode to deal with or dispose of any pending
proposal or matter
identified in the resolution. |
3.3
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A proposal offered for consensus
adoption must be stated in full, and if approved, must be
set forth in full in the records of the meeting, as if voted
on in the parliamentary mode. |
3.4
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A participant's approval of a consensus
proposal implies and confirms acceptance of it as the decision
of the entity, but not necessarily individual agreement with
it in whole or in part. |
3.5
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Use of the consensus mode of making
decisions does not override requirements for proper authority,
relevance, or notice, or other rights of participants or those eligible
to participate. |
| 3.6 |
Each organizational member shall
have one vote. |
Section 4. Council Meetings
C-FAR shall meet in plenary session annually and otherwise
at the call of the Board of Directors, or a minimum of 20
Organizational members or 20% of the Organizational members,
whichever is larger. The regularly scheduled plenary meeting
of the year shall be the Annual Meeting. At plenary meetings,
all matters pertaining to the C-FAR mission may be considered
and decided subject to the requirements herein for notice
(Article IV, Section 6), for meeting procedure (Article
IV, Section 3), and for elections (Article V, Sections 1
and 2).
Section 5. Working Groups
5.1
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Working Groups shall
be established, each organized around a C-FAR research focus.
Each shall assist the Research Committee in its functions,
as to its particular focus. It shall receive and review proposals
for funding of external grants projects, and submit to the
Research Committee its recommendations thereon. |
5.2
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The number of Working
Groups, and the research focus of each, shall be as determined
from time to time by the Council. |
5.3
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Each Working Group
shall be comprised of eligible participants, as set forth
in Article IV, Section 2, who have enrolled as members of
that Working Group. Each Organizational Member and each Affiliate
Member may designate a representative to each Working Group.
Individual Members may also indicate a Working Group to which
they wish to enroll. Only Organizational Member representatives
to Working Groups are entitled to vote if such a need arises. |
5.4
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A Chair and Vice Chair
shall be elected for each Working Group every odd-numbered
year by its Working Group voting members, at the Annual Meeting.
Working Group Chairs and Vice Chairs shall serve for terms
of two (2) years, and until their successors have been qualified. |
5.5
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No Working Group Chair
or Vice Chair shall be eligible to serve more than two consecutive
terms. |
5.6
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If a vacancy occurs for a
Working Group Chair position, the Vice Chair shall assume
the duties and responsibilities of the Chair and the
Working Group shall elect a new Vice Chair to fulfill
the unexpired term of the Vice Chair at the next plenary
meeting or the next duly called meeting of the respective
Working Group. |
5.7
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If a vacancy occurs for a
Working Group Vice Chair position, the Working Group
shall elect a new Vice Chair to fulfill the unexpired
term of the Vice Chair at the next plenary meeting or
the next duly called meeting of the respective Working
Group. |
5.8
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An individual elected to
fulfill an unexpired term as either the Working Group
Chair or Vice Chair shall serve until the next biennial
election and the partial term shall not be included
in the term limitation in Section 5.5. |
5.9
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Working Group Chair
and Vice Chair nominees must be current designees for an Organizational
Member, as either the organization's Contact, Voting Delegate,
or representative to one of the Working Groups. The names
of these designees shall be on file at the C-FAR office. The
nominee shall not be an employee or contractor of an entity
that receives C-FAR funding. |
Section 6. Notice and Minutes
6.1
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Timely notice of C-FAR plenary
meetings shall be provided to all members and to others whose
requests for notice shall have been approved by the Board
or by the Council. Notice shall be in writing, or may be delivered
electronically, and shall state the meeting time and place
and its purpose or proposed agenda. Notice of plenary meetings
shall be distributed not less than 15 days nor more than 45
days before the date of the meeting. |
6.2
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Minutes of each plenary meeting
shall be provided to the membership for review and adoption
at the subsequent plenary meeting. |
6.3
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Minutes shall be an accurate, understandable
record of business transacted. Each entity may prescribe further
rules for minutes of its own meetings. |
Section 7. Quorum
The quorum for transaction of business requiring a vote
of the Council shall be 50% of the organizational membership.
Section 8. Rules
Except as otherwise provided herein, the affairs of the
Council and its entities shall be conducted according to Roberts' Rules
of Order, Revised.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors shall coordinate and manage the affairs
of the Council, subject to the provisions of these by-laws and the policy
decisions and directives of the Council. The Board of Directors shall
have authority to employ personnel to accomplish the mission and objectives
as outlined in Article II.
Section 2. Number, Terms, Election
2.1
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The Board shall consist
of seven representatives of Organizational members, whose
terms shall be for two (2) years, commencing at the conclusion
of the re-organization meeting of the board of directors immediately
following their election, and until their successors have
qualified. No Organizational member shall have more than one
representative serving on the Board of Directors. They shall
be elected by the Council at the Annual Meeting. |
2.2
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Four (4) directors
shall be elected to the board every odd-numbered year at the
Annual Meeting and three (3) directors shall be elected to
the board every even-numbered year at the Annual Meeting. |
2.3
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No individual shall be eligible
to serve more than three (3) consecutive terms as a Director. |
2.4
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An immediate Past Chair, not a
member of the current Board of Directors, shall be eligible
to serve as an ex-officio member of the Board. Such
a member shall not be entitled to vote at Board meetings or
serve as an officer but shall have all other rights, privileges
and responsibilities of Board membership. A Past Chair, serving
in the ex-officio capacity, shall serve one year in this capacity. |
2.5
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When the immediate Past Chair continues
on the Board during a term to which he/she was elected, the ex
officio office of Past Chair shall be vacant. |
2.6
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If a vacancy occurs, the board
of directors may appoint an individual until the next plenary
meeting at which time a special election shall be held to
fill the unexpired term. A minimum of 14 days should exist
between the creation of the vacancy and the plenary meeting.
A special election shall be conducted in accordance with the
provisions herein for a regular annual election. |
2.7
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Directors shall be
eligible for election to, and shall serve, no more than six
consecutive years on the Board, excepting that a Director,
having served less than six years consecutively, may be elected
to and serve for an additional term of either one or two years,
as the Nominating Committee may propose. Service as Past Chair ex
officio shall not be precluded by the limit on years of
consecutive service as an elected Director. |
Section 3. Nominating and Election Rules and Process
A Nominating Committee shall be appointed annually by the
Board Chair and approved by the Board of Directors. The committee shall
be comprised of no fewer than five (5) members (from any class of membership).
The Board Chair shall appoint the Past Chair, or another qualified individual,
to serve as Chair of this committee. The purpose and charge for this
committee shall include soliciting and receiving nominations from Organizational
Members and presenting a slate of candidates to be voted on by the Council
membership at the Annual Meeting.
3.1
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The Nominating Committee shall
request of each Organizational Member, through the Organizational
Contact, a nominee for the Board of Directors. This
nominee must be a current designee for an Organizational
Member, as either the organization's Contact, Voting
Delegate, or representative to one of the Working Groups.
The names of these designees shall be on file at the
C-FAR office. The nominee shall not be an employee or
contractor of an entity that receives C-FAR funding,
a C-FAR staff employee, or a member of an employee's
or contractor's immediate family. |
3.2
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The Nominating Committee
shall review nominees submitted for consideration by the Organizational
Members, and prepare a slate of nominees not to exceed the
number of directors to be elected to the Board of Directors
at the Annual Meeting. At the discretion of the Nominating
Committee, a list of all nominees may be presented to the
membership. The report of the Nominating Committee must be
provided to the membership in advance of the Annual Meeting,
as outlined in Article III, Section 6, for Notice of Plenary
Meetings. |
3.3
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Election of directors shall be
conducted as outlined in this Article, Section 2. Nominations
from the floor, during the meeting in which elections are
held, will be received according to Roberts Rules of Order.
Eligible nominees from the floor are outlined in 3.1 of this
section. |
3.4
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Elections shall be
by written ballot from among declared candidates, or by such
other means agreed to through consensus of those in attendance
at the Annual Meeting. Proxy voting will not be allowed. |
Section 4. Meetings of the Board of Directors
4.1
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The Board of Directors
shall meet as their respective members shall decide, and at
the call of the chair or of one-third of the Board's listed
members provided that the chief staff member or Treasurer
may authorize or restrict funding for meetings to accommodate
financial restraints. |
4.2
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Timely notice of scheduled C-FAR
Board of Directors meetings shall be provided to all Organizational
members. |
4.3
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Any C-FAR participant
may request, of the C-FAR Board Chairman, an agenda item be
considered. |
4.4
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The Board of Directors
may take action outside a meeting, provided consensus is reached
by all members of the Board. Actions of this type may be executed
by mail or any electronic communication method, and any such
action shall be ratified at the next regular meeting of the
Board of Directors. |
4.5
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Minutes shall be taken of all Board
of Directors meetings and distributed to the contact person
of each C-FAR Organizational Member or other persons upon
request. Minutes may also be made available through other
means, such as the C-FAR web site. |
Section 5. Quorum and Approval of Business
The quorum for transaction of business requiring a vote
of the Board shall be 50% of the directors.
5.1
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The Board of Directors
may utilize parliamentary procedure when consensus is not
possible or appropriate. |
5.2
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If less than 100% of the Directors
are present, and a quorum is present, a minimum of three directors
must be in agreement for the passage of any action. |
ARTICLE VI. OFFICERS
Section 1. Election of Officers
The Board members-elect shall select from among themselves,
prior to the start of each year, the C-FAR officers for that coming
year. Each Board member shall be eligible for any office, with the exception
of the Past Chair per Article IV, Section 2.5. Officers shall be elected
and serve until the next annual officer election.
Section 2. Officers and Duties
The officers of C-FAR shall be a Chair, a Vice-Chair, and
a Secretary-Treasurer. Unless otherwise provided by the Board: a) the
Chair shall develop agendas for, and preside over, Board and plenary
Council meetings, and serve as principal C-FAR spokesperson. b) the
Vice Chair shall provide program assistance to the Chair and serve as
presiding officer in the absence of the Chair or at the direction of
the Chair. c) the Secretary-Treasurer shall see that administrative
and treasury practices are in accord with Council requirements and good
practice. d) the remaining three Board members shall serve on, and be
available to serve as Chair of such committees as the Board may so determine,
and shall have such other tasks as the Board may determine.
ARTICLE VII. STANDING CHAIRS AND AD-HOC
COMMITTEES
Section 1. Standing Committees
Unless otherwise provided by the Council or by the Board
of Directors, standing committees and their functions shall be as follows:
1.1
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Legislative Committee
- Monitor all legislative activity, state and federal, which
may impact C-FAR or its mission and objectives. Develop recommendations
for Council or Board approval. Implement and execute plans. |
1.2
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Finance Committee - Assist the
Treasurer in matters pertaining to the finances of the organization.
Prepare budgets and make other financial recommendations for
Council or Board approval. |
1.3
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Research Committee - Inquire into
and prepare reports on current and planned research in Illinois
on food and agriculture. Seek recommendations on research
needs from: a) research professionals at the Illinois universities
currently conducting such research or elsewhere, b) interested
persons and groups, and c) the public. Identify research beneficiaries.
Prepare recommendations on research needs, processes, and
impacts, and pursue their implementation as authorized. Develop
ways to engage public participation in planning and evaluating
the process and impact of research activities, so as to foster
public confidence in ongoing food and agricultural research. |
1.4
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Membership Committee - Obtain and
retain members. Develop ways to build consensus within C-FAR
on specific issues, and coalitions for supporting C-FAR programs. |
1.5
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Rules and Procedures Committee
- Monitor C-FAR processes, and develop proposals for improvements
as needed, in consultation with the other committees. |
Section 2. Standing Committee Chair and Member Appointments
2.1
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Standing committee
chairs shall be members of the Board of Directors, or other
qualified participants. The Chair of the Board shall appoint
the standing chairs, with the concurrence of the Board of
Directors. |
2.2
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Members of standing
committees shall be C-FAR participants or representatives
of a C-FAR organization. The Chair of the Board shall appoint
committee members, with the concurrence of the Board of Directors. |
Section 3. Ad-Hoc Committees
The Council or the Board may establish ad-hoc committees.
The purpose and membership makeup of ad-hoc committees shall be defined
at their establishment. The chair of such ad-hoc committees shall be
appointed by the Chair of the Board, or in such other manner agreed
to by the Board of Directors. The Chair of the Board shall also appoint
representatives to special events, councils, etc.
Section 4. Rules
Each committee, standing or ad-hoc, or other entity may
adopt rules for its own governance not inconsistent with these by-laws
or with rules adopted by the Council or the Board.
ARTICLE VIII. STAFF & SERVICES
Section 1. Authorization for Services
Subject to direction of the Council, the Board may enter
into contracts and prescribe the terms and conditions of each contract.
ARTICLE IX. CONTRACTS AND FINANCES
Section 1. Contracts
The Board of Directors may authorize any officer of the
Board or employee to enter into any contract or execute and deliver
any instrument in the name of, or on behalf of, C-FAR. No such obligations
shall be entered into except as authorized and directed by the Board.
Section 2. Banking
2.1
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All funds of C-FAR shall be deposited
in such banks or other depositories as the Board designates. |
2.2
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All checks, drafts
or orders for the payment of money, notes or other evidences
of indebtedness issued in the name of C-FAR shall be signed
by the Secretary-Treasurer or by others duly authorized by
the Board. If payment of money exceeds $5,000, two signatures
shall be required. The Board shall designate individuals (board
members or the Executive Administrator) to be authorized to
act in this behalf. |
Section 3. Budget
The Council shall adopt annual budget(s) of expected receipts
and authorized expenses. Proposed budget(s) shall be provided
to Organizational member Voting Delegates for consideration
by mail, or any electronic communication method, or may
be presented at a plenary meeting of the membership. If
provided by a means other than at a plenary meeting of the
membership, the communication shall include a mechanism
and/or instructions for the Voting Delegate to respond.
Section 4. Gifts
The Board, or persons authorized by it, may accept, on behalf
of C-FAR, any kind of contribution, gift, grant, bequest or devise for
the general purposes, or for any special purpose, of C-FAR.
Section 5. Audit
An annual audit of the financial records shall be conducted
and made available to the membership.
ARTICLE X. BOOKS AND RECORDS
Section 1. Books and Records
C-FAR shall keep correct and complete books and records
of account and minutes of the proceedings of the Council and its entities,
and shall keep at the registered or principal office, or at such location
as the Board may direct, a record giving the names and addresses of
its members in each class, the members of each committee and of the
Directors.
Section 2. Reports
The Board shall annually publish a report about C-FAR's
activities and accomplishments.
ARTICLE XI. INDEMNIFICATION
The Corporation shall indemnify the members of its Board
of Directors, its officers, former members of its Board of Directors
and former officers, or any person who serves, or may have served, at
its request by its election or appointment as a director or officer
of another corporation, for all sums which they, or any of them, shall
become legally obligated to pay as damages, and for expenses actually
or necessarily incurred by them in connection with the defense or settlement
of any cause of action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or having been
a member of the Board of Directors, officer of the corporation or elected
or appointed director or officer as aforesaid, notwithstanding that
the allegations of any cause of action, suit or proceeding may be false,
fraudulent or groundless. If the Board of Directors so authorizes, any
person entitled to the benefits of this Corporation's indemnification
may be indemnified for expenses actually and necessarily incurred prior
to the final adjudication of any such action, suit, or proceeding but
only if the person seeking indemnification acknowledges in writing that
he or she shall be legally bound to reimburse the corporation if such
person is adjudged in such action, suit or proceeding to be liable for
willful misconduct in the performance or duty or such action, suit or
proceeding is settled by the agreement predicated upon the existence
of such liability.
ARTICLE XII. AMENDMENTS
These By-laws may be amended, or repealed and new By-Laws
adopted, by a two-thirds vote of the Council in plenary session, provided
there has been notice in accordance with Article IV, Section 6.1, and
said notice has included the full text of the amendment.
Adopted by the Council, December 9, 1994. Amendments adopted
by the Council, November 17, 1998, August 24, 1999, August
21, 2000, August 21, 2001, August 20, 2002, February 18,
2003, August 24, 2004, February 28, 2006, February 20, 2007.
Attest:
Fred Bradshaw
Secretary
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