Capital District and Central New York Chapter of the American

“The American Culinary Federation is a membership organization.”

“The Election of Members and Their Rights: The members of the Board of Directors shall be elected by the eligible voters of the ACF membership, with two execeptions; 1. The Regional Vice Presidents shall be elected by the eligible voters in their respective region. 2. The AAC Chair whose election and term is determined by the AAC By-Laws. The Board of Directors shall be the managing body of the ACF. The Board shall have ultimate authority over and responsibility for the business affairs, operations, assets and staff of the ACF, subject to the limitations in the Bylaws. The Board of Directors shall consist of the Immediate Past President, President, Secretary, Treasurer, four (4) Regional Vice-Presidents, the AAC Chair, and At-large directors. The President shall serve as Chair. The Board of Directors shall consist of no fewer than nine nor more than fifteen members. The number of directors to be determined from time to time by resolution of the entire Board of Directors or by action of the Board of Governors, provided that no decrease in the number of directors shall shorten the term of any incumbent director. The national officers of the ACF shall be the Immediate Past President, President, Secretary, Treasurer and four (4) Regional Vice Presidents. Except for the Immediate Past President, they shall be elected by the membership in accordance with the Bylaws. The national officers shall be elected by the majority vote of the ACF membership, except that the Regional Vice Presidents shall be elected by eligible voters in their respective regions. Each officer shall be elected to a full two year term with the option of running for one additional (second) term for the same office. The terms of the office shall begin with installation at the National Convention following the election and continuing until a successor is duly elected and qualified. Depending on the office, vacancies are filled either by succession or appointment by the Board of Directors. In addition to the powers and duties conferred by the Bylaws, the national officers shall have the customary powers and duties of their office, subject to such terms, conditions and limitations as may be imposed by the Bylaws or Board of Directors. The membership of the Board of Governors shall be comprised of the following: the President of each local chapter; the ACF President, Immediate Past President, Secretary, Treasurer, Regional Vice Presidents; the Chair of the American Academy of Chefs; and such non-voting members as provided in the Bylaws. The Standing and Special Committee Chairs shall serve as non-voting members.”

“Decisions Subject to Approval of Members: The Board of Governors shall be the representative body of the membership. The Board of Governors shall have the following powers and duties: (a) The Board of Governors shall be vested with full voting rights as to any and all matters requiring action or approval of the membership, excluding only the election of national officers and at-large directors. (b) The Board of Governors shall have the authority to amend the Bylaws as provided in these Bylaws. (c) The Board of Governors shall approve the annual budget. (d) The Board of Governors shall break ties in the election of national officers. (e) The Board of Governors shall set national dues. (f) The Board of Governors may adopt resolutions on matters of planning, procedure and policy for the consideration and guidance of the Board of Directors. However, such resolutions shall be advisory. The Board of Directors shall exercise its independent judgment and discretion in determining whether or not to follow such resolutions, consistent with the Board's fiduciary obligations.”

“The process the organization uses to review the Form 990 is to provide an electronic copy of this form by email to board members for their review, prior to filing.”

“Enforcement of Conflicts Policy: For each conflict of interest disclosed to the President of the Board of Directors, the President will determine whether to (a) take no action; (b) assure full disclosure to the Board of Directors and other individuals covered by this policy; (c) ask the person to recuse themselves from participation in related discussions or decisions within the American Culinary Federation or (d) ask the person to resign from his or her position in the American Culinary Federation or, if the person refuses to resign, become subject to possible removal in accordance with the removal procedures of the American Culinary Federation.”

“Compensation Process for Top Official: Compensation of the Executive Director of the American Culinary Federation, Inc: 1. The compensation of the person is reviewed and approved by the Board of Directors or compensation committee of the American Culinary Federation, provided that people with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 2. The compensation of the person is reviewed and approved using data as comparable compensation for similarly qualified people in functionally comparable positions at similarly situated organizations. 3. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement.”

“Governing documents are made available to the public upon request”

“The organization did not change either its oversight or selection process during the tax year.”