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9/1/2018

To:  The Membership of the Southern Foodways Alliance (SFA)

From:  Board of the SFA

Subject:  Proposed SFA Bylaws Amendments

The SFA Board thanks you for reading last week’s email and carefully considering the proposed amended bylaws. The membership vote on the bylaws will be circulated via email on Thursday, October 4.¬† After sending our¬†first message, we received a few questions and requests. It is our hope that this message addresses all of the queries we received, but if you have others do not hesitate to write¬†info@southernfoodways.org¬†to be connected with a board member.

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Several members requested one document showing all of the changes the proposed bylaws will make to the existing bylaws. SFA thanks former board member Dean McCord for offering this document that notes all the changes.

One member questioned if the intent of these new bylaws is to do away with a governing board of directors and membership voting. In response, the board offers these thoughts:
(1) The original SFA¬†bylaws¬†were drafted before we knew what SFA’s relationship with the University of Mississippi would be.¬† As a result, they were written as though we were a traditional, stand-alone¬†non-profit overseen by a governing board.¬† The 2016 bylaws revision took the initial steps to bring our governing documents in line with our operational reality.¬† This effort takes the next step.¬†SFA‚Äôs board does not have a fiduciary duty to the organization. Decisions¬†about hiring/firing of the Executive Director, audit of accounts, spending¬†decisions, and general employment decisions are all managed by the¬†Center for the Study of Southern Culture, the University of Mississippi,¬†and the University of Mississippi Foundation.
(2) The University of Mississippi and the University Foundation manage all funds for the Southern Foodways Alliance. These funds are audited by both UM and the Foundation, in addition to an outside audit commissioned by the SFA with a private accountancy firm. The SFA Board advises on how best to use dollars to accomplish mission work, but it has never had the fiduciary responsibility of a governing board.
(3) Under the new bylaws, SFA members will no longer vote on a slate of candidates for board membership. This does not mean that members will have no voice in the organization, however. Membership may still nominate candidates for service, and those nominations will be carefully considered by the present (and future) board in the context of existing or new work plans. The goal is to assemble a team of individuals with specific expertise to assist staff in executing new project ideas and amplifying existing work in fresh new ways.

Our last inquiry noted that the current bylaws have language outlining that the total number of board members may vary from year to year; however, that language has been taken out of the new proposed bylaws. The SFA Board decided to move that language to a nominating procedures document, which you may read here.

9/4/2018

To:                   The Membership of the Southern Foodways Alliance (SFA)

From:               The Nominating Committee of the Board of the SFA

Subject:           Proposed SFA Bylaws Amendments

As is true for any vibrant and growing organization, the SFA‚Äôs needs from its Board have changed over the last few years.¬† The SFA is a thriving and financially sound organization.¬† It has a clear mission and an enviably stable and capable staff.¬† It has the resources of the University of Mississippi behind it.¬† It has you, an active and involved and engaged membership.¬† In an effort to align the role of an advisory board with the SFA of today‚ÄĒand tomorrow‚ÄĒwe posed this question to the Board and the staff: what does the SFA really need from its Board?¬† The answer is that we needed to re-envision the role of an advisory board and its relationship with the SFA, and that is what we have done.¬† It is our hope that the proposed amended bylaws reflect the needs of the evolving and maturing organization and what it needs from its Board.

Respectfully,
Kristie Abney
Diane Flynt

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SFA members are encouraged to review the current and proposed bylaws before a vote at the end of the month.

Proposed SFA Bylaws (click to download a .pdf copy)

Current SFA Bylaws

Bylaws with redline edits

Nominating Procedures