(adopted February 2001, revised October 2009)
Names and Offices
1.1 The name of this entity is the Southern Foodways Alliance (hereinafter referred to as the SFA).
1.2 The domicile of the SFA shall be Barnard Observatory, University, MS 38677. The SFA may also have offices at other places according to the needs of the SFA.
Object Purposes, Activities and Disposition of Assets upon Dissolution
2.1 The SFA has been organized and shall operate as an affiliated institute of the Center for the Study of Southern Culture at the University of Mississippi (hereinafter referred to as the CSSC), for exempt, non-profit educational and similar purposes. No stock shall be issued.
2.2 The purpose of the SFA shall be to document and celebrate the diverse food cultures of the American South. The mission statement of the SFA shall remain in keeping with the purpose of the organization, though specific language shall be maintained and updated, when necessary, by a vote of the board.
2.3 Disposition of Assets
2.3.1 No part of the funds of the SFA shall inure to the benefit of, or be distributable to, any member, director or officer of the SFA or any private individual with the exception of compensation for services rendered on behalf of the SFA.
2.3.2 Upon the dissolution of the SFA, after paying or making provision for the payment of all liabilities of the SFA, any remaining funds shall be the property of the CSSC.
3.1 Voting membership shall be open to all individuals, entities, clubs and other organizations interested in the purposes of the SFA, upon payment of annual dues fixed by the board of directors.
3.2 Membership shall be of the following classes:
- Non-profit entity/Artisan
3.3 Dues shall be established annually by the board of directors.
3.4 Voting membership shall be one vote per student, individual or family, five votes per non-profit entity and five votes per corporation.
3.5 Members in good standing shall receive selected published materials, invitations and announcements of the SFA.
3.6 Other privileges will be accorded at the discretion of the board of directors.
3.7 The SFA board, in consultation with SFA staff, may update and amend membership benefits as needed by majority vote.
4.1 Officers of the SFA shall consist of President, Vice President, and other offices as needed. Any board member in good standing may be eligible to hold office.
4.1.1 The Vice President shall be the President-Elect. All officers shall be elected by a simple majority vote of a quorum of the board of directors.
4.1.2 Initial officers shall serve a term ending October 31, 2001. Thereafter officer terms shall be two years.
4.1.3 Future elections shall be held no less than 60 days prior to the annual fall meeting.
4.2 The president shall preside over all meetings. The president shall see that the bylaws are faithfully executed and shall decide all questions of order, subject to an appeal of the board. The president shall appoint all committees. The president shall be an ex-officio member of committees. The president may call a special meeting of the board upon written request of two board members in good standing. The president shall remain on the board as past-president for one year.
4.3 The vice president shall assume the responsibilities of the President in his/her absence. The vice president shall coordinate the work of all committees appointed and will serve as liaison with each committee chair. The vice president shall act in the capacity of the president, and shall perform other duties as may be designated by the president. The vice president shall be familiar with all the duties of the president and shall assume the presidency upon completion of their respective terms.
Board of Directors
5.1 Management of the SFA shall be vested in a board of directors consisting of no more than 13 representatives and no less than 9. Length of service for inaugural board members shall be staggered, six exiting October 2001 and seven exiting October 2002. Thereafter, each director shall hold office for a three-year term. No board member shall serve more than two consecutive terms.
5.2 The executive director of the SFA as well as the director or associate director of the Center for the Study of Southern Culture shall serve as non-voting, ex-officio members of the board of directors.
5.3 A quorum of the board shall consist of a simple majority, with proxy votes allowed.
5.4 The board is responsible for planning, policies, activities and execution of the work before the SFA. Quarterly board meetings shall be held, two of which shall be in person, one of those at the annual symposium. By majority vote, the board has the option to call additional meetings as necessary.
5.5 Board vacancies may be filled for the interim term at the board’s discretion.
6.1 The board of directors, acting in concert with the faculty and staff of the Center for the Study of Southern Culture, shall employ an executive director to conduct the day-to-day business of the SFA, including, but not limited to: strategic planning, fund development, fiduciary oversight, and interacting with the community. The executive director shall be an employee of the Center for the Study of Southern Culture and shall report to both the Center and the board of the SFA.
6.2 The executive director shall serve at the pleasure of the board and the Center for the Study of Southern Culture. Changes in personnel and employment terms shall be at the discretion of the board and the Center for the Study of Southern Culture, pursuant to a three-person vote taken of the two officers of the SFA and the director of the Center for the Study of Southern Culture.
6.3 Employees of the SFA are employees of the University of Mississippi, and their employment is subject to the rules, regulations, and procedures of the University of Mississippi’s human resources department.
7.1 Committees shall be established and members appointed by the President, acting in concert with the board, as is necessary or advisable to conduct the business, activities, and affairs of the SFA.
7.2 All chairs of committees will file minutes with the Vice President.
8.1 An annual meeting of the membership of the SFA shall be held at the fall symposium.
8.2 Special meetings may be called by the President or by a quorum of the board of directors.
8.3 Roberts Rules of Order (latest revision) shall govern meetings of members, committees, and the board of directors.
9.1 An annual report detailing operations and financial transactions shall be delivered to SFA members in good standing annually.
9.2 Audit: A separate, line-item budget report shall be presented to the board on the occasion of the previous board meeting.
10.1 Bylaws may be amended by vote of the whole membership, provided the proposed amendment is signed by three members in good standing and submitted to the president and the SFA board at least 60 days prior to the ballot on which the amendment is considered.