Revised and FINAL 03/2015

Rhode Island Academy of Nutrition and Dietetics

BYLAWS

Article I – Name

The name of this organization will be the Rhode Island Academy of Nutrition and Dietetics, also known as RIAND, hereafter referred to as the “Affiliate”.

Article II – Mission

Empower Registered Dietitian Nutritionists, through advocacy and education, to serve their communities as nutrition experts.

Article III – Membership

Section 1. Membership in the Affiliate will be limited to members of the Academy of Nutrition and Dietetics, hereafter referred to as the “Academy” whose official mailing address is listed in the Rhode Island Academy of Nutrition and Dietetics member database. Membership classification will be those outlined in Article II of the Academy of Nutrition and Dietetics Bylaws.

Section 2. Membership will be limited to members of the Academy whose official mailing address is listed in RI or who have formally designated the Rhode Island Academy of Nutrition and Dietetics as their sole affiliate.

Section 3. All members of the affiliate have the rights and privileges as set forth in Article II of the Academy of Nutrition and Dietetics Bylaws and will have corresponding rights and privileges in the conduct of business of the Rhode Island Academy of Nutrition and Dietetics.

Section 4. All members whose Academy dues are not in arrears will receive the Rhode Island Academy of Nutrition and Dietetic publications.

Article IV – Meeting of Members

Section 1. Annual Meeting There will be an annual educational meeting of the members of this Affiliate, except in the case of an emergency declared by the Board of Directors. Written or printed notice of the Annual Meeting, including the stating of place, date and time will be sent to each member of the Affiliate, not less than fifteen (15) working days prior to date of said meeting.

Section 2. Business Meeting

A. There will be an annual business meeting of the members of the Affiliate for the purpose of education and the transaction of other business as may come before the meeting. This meeting will normally be held in conjunction with the Annual Meeting.

B. If the annual business meeting is not held in conjunction with the Annual Meeting, written or printed notice of the annual business meeting, including the stated place, date and time, will be sent to each member of the Affiliate, not less than fifteen (15) working days prior to date of said meeting.

Section 3. Special Meeting The President or three board members may request a special meeting of the members. Written or printed notice of a special meeting, stating the place, date, time and purpose, will be sent to each member of the Affiliate, not less than fifteen (15) days prior to date of said meeting.

2 Article V Governing Board/Board of Directors

Section 1. Composition  The Board of Directors/Governing Board shall consist of the following elected members: President, President-elect, Secretary, Treasurer, Delegate, Delegate-elect, Chairperson and Chair-elect of the Professional Conference, Nomination Chairperson and Chair-elect, Public Policy Coordinator, State Policy Representative and Past President.

Appointed positions include Membership Chair, 5k Chair, Social Media Representative, State Media Representative, Consumer Protection Coordinator, and Reimbursement Representative.

Section 2. The Executive Committee shall consist of the Past President, President, Treasurer, President-elect, and Secretary.

Section 3. Term Board members will assume their positions at the start of the fiscal year.

Section 4. Duties The Board of Directors/Governing Board will:

A. Determine policies and procedures of the Affiliate in concert with the basic values, mission and positions of the Academy and the Affiliate.

B. Approve long range plans for the future of the Affiliate.

C. Provide sound fiscal planning and control; direct the financial affairs of the Affiliate; approve the annual budget for the Affiliate.

D. Approve appointments of representatives for liaison with allied groups and organizations.

E. Approve the selection of recipients of scholarships and awards and communicate selections to the Academy.

F. Determine administrative policies and manage the affairs of the Affiliate.

G. Foster member involvement in all aspects of the Affiliate.

Section 5. Meetings The Board of Directors/Governing Board shall hold at least three (3) meetings each year.

A. At least one meeting shall be held prior to each of the House of Delegates meetings to discuss items to be presented for action at the House of Delegates meeting.

B. Additional meetings will be scheduled at the discretion of the President.

C. At meetings of the Board of Directors, a quorum shall consist of at least 50% of voting Board members.

D. Robert’s Rule of Order, Newly Revised (the most recent edition), shall constitute the parliamentary authority for the conduct of Board of Director meetings.

Section 6. Compensation  The Board of Directors and officers of the Affiliate shall have no authority to establish compensation for services to the Affiliate as an officer, except the Board of Directors may establish and pay compensation to an Executive Officer for services to the Affiliate. An officer may be paid their expenses related to the duties of their office. This section shall not preclude any director from serving the Affiliate in any other capacity and receiving compensation for such service.

Article VI – Elected and Appointed Officials

Elected officials are nominated by the Nominating Committee and elected by the membership via ballot. All elected and appointed officials will be active or retired members of the Academy and the Affiliate and may only hold one office at a time in the Affiliate. Elected officials shall not at any time during office hold an elected office in the Academy, a district or DPG. All officials will be reasonably sure that they 3 will be able to complete the term of office and will be available to attend and participate in Affiliate meetings.

Section 1. Elected Officers of the Affiliate shall consist of a President, President-Elect, Secretary, Treasurer, Professional Conference Chairperson and Chair-Elect, and the Delegate to the House of Delegates.

A. President

1. Qualifications

a. Familiar with RIAND, its activities, and operations

b. Active on the Board of Directors in the past two (2) years and/or active participation in one or more of the committees of the Affiliate.

2. Duties

a. Provide leadership for the Affiliate.

b. Appoint the Chairperson and the members of any special committees of the Board of Directors as needed.

c. Represent the Affiliate in all ceremonial and protocol functions or delegate other members to do so.

d. Vote in Affiliate Board of Directors meetings.

3. Term: The President shall serve a one-year term.

B. President- Elect

1. Qualifications

a. Familiar with the Affiliate, its activities, and operations.

b. Active on the Board of Directors in the past two (2) years and/or active participation in one or more of the committees of the Affiliate.

2. Duties

a. Serve as a member of the Board of Directors.

b. Perform the functions of the Office of the President in the absence or, as determined by the Board of Directors, the disability of the President.

c. Voting position.

3. Term: The President-Elect shall serve a one-year term before assuming the office of President at the termination of that year.

C. Secretary

1. Qualifications: Must attend all meetings of the Board of Directors. 2. Duties

a. Serve as a member of the Board of Directors.

b. Be responsible for the minutes of all the Board of Directors and the Affiliate membership meetings. Be responsible for filing these minutes in the Affiliate records.

c. Have custody of the Corporate Seal of the Association.

d. Vote in Affiliate Board of Directors meetings.

3. Term: The Secretary shall serve a two-year term.

D. Treasurer

1. Qualifications: Ability to manage the budget utilizing spreadsheet computer software.

2. Duties

a. Serve as a member of the Board of Directors.

b. Have custody of all funds and securities of the Affiliate.

c. See that full and accurate financial records are kept and audited by an outside firm every four years.

d. Report the financial status of the Affiliate to the Board of Directors as requested and to the members at the Annual Meeting.

e. Vote in Affiliate Board of Directors meetings.

3. Term: The Treasurer shall serve a two-year term.

E. Delegate and Delegate-Elect

1. Qualifications

a. Be entitled by the Affiliate membership classification to hold this office.

b. Have been a member of Academy for at least (3) consecutive years immediately preceding the term as delegate.

c. Have served on the Affiliate Board for at least three (3) of the previous five (5) consecutive years.

2. Duties

a. Represent the membership of the Affiliate, in person, at the House of Delegates meetings.

b. Be responsible for reporting to the Board of Directors and the general membership, the actions of the House of Delegates.

c. The Delegate or alternate delegates must be present in person at meetings of the House.

d. The Delegate-Elect will shadow the delegate during the one-year term as delegate-elect, and this will be a training ground for the delegate-elect to move into the Delegate position.

e. Both Delegate and Delegate-elect vote in Affiliate Board of Directors meetings.

3. Term

a. The Delegate shall serve for a two-year term.

b. The Delegate-elect will be elected every other year for a one-year term and then move into the Delegate position.

F. Chairperson and Chairperson-elect of the Professional Conference

1. Qualifications: Possess organizational skills related to program planning.

2. Duties

a. Coordinate Continuing Professional Education (CPE) activities of the Affiliate to include a yearly event.

b. Communicate between Divisions of the Council on Professional issues, Practice Groups and the Board of Directors.

c. The Affiliate will not be liable for the programs, activities, finances, or any other activities of DPGs.

d. The Affiliate may give consideration to the disbursement of project funds.

e. The Chairperson-elect shall possess organizational skills related to program planning, assist in coordination of the conference as directed by the Chairperson, and perform the functions of the Chair in the absence or resignation of the Chair.

f. Both the Chair and Chair-elect vote in Affiliate Board of Directors meetings.

3. Term

a. The Chairperson of the Professional Conference shall serve for a one year term.

b. The Chairperson-elect shall serve a one-year term and then move into the Chairperson position.

Section 2. Elected Positions

A. Public Policy Coordinator (PPC)

1. Qualifications

a. Interest in legislative and public policy issues.

b. Must be a voting Rhode Island constituent.

2. Duties

a. Be an advocate of the Affiliate and the Academy on issues that affect national legislation.

b. Serves as the key connector/conduit between Academy Policy Initiatives and Advocacy and Grassroots leaders on Academy public policy stances and issues.

c. A leading member of the Public Policy Panel.

d. Advise the Board of Directors on legislative issues. e. Vote in Affiliate Board of Directors meetings.

3. Term: The Public Policy Coordinator shall serve a two-year term.

B. State Policy Representative (SPR)

1. Qualifications

a. Interest in legislative and public policy issues.

b. Must be a voting Rhode Island constituent.

2. Duties

a. Develop and implement the program of legislative information and public policy of direct interest on the state level including a communication network to the members of the Affiliate.

b. Coordinate the state program of legislative and public policy with that of the Academy of Nutrition and Dietetics.

c. Vote in Affiliate Board of Directors meetings.

3. Term: The State Policy Representative will serve a two-year term.

C. Nominating Chairperson and Chairperson-elect

1. Qualifications: Knowledgeable of Affiliate members and their abilities.

2. Duties

a. Design a slate of candidates for office annually

(1) Two candidates are recommended on the ballot for each open position.

(2) Write-in candidates: The option of a write-in candidate as a right of membership exists in any election. However, no write-in candidate may be elected who does not meet the established qualifications for office. Nominations may be added by petition through the following procedure:

-Other nominations for these offices may be made by nominating petitions.

-The petitions must be signed by not less than (20) members of the Affiliate.

-The consent from the nominee must be secured prior to the circulation of the petition.

-The petition(s) will be filed with the nominating Chair on or before the date set by the Board of Directors.

b. Prepare an official ballot containing the names of all candidates. The ballot shall be emailed to the voting members not less than thirty (30) days prior to the closing of the polls.

c. Submit a report of the slate of candidates for election in writing to the Board of Directors at least sixty (60) days prior to the election day. Include any required credentials along with the report for inclusion with the ballot.

d. Conduct any special elections.

e. Prepare nominations for the 24 Carrot Award, Outstanding Dietetic Educator Award, Emerging Dietetic Leader Award, Outstanding Dietetic Student Award, Outstanding Dietitian of the Year Award, and Recognized Young Dietitian of the Year Award for review by the Board of Directors.

f. The Chairperson-elect shall be knowledgeable of Affiliate members and their abilities, assist in the nominating process as directed by the Chair, and perform the functions of the Chair in the absence or resignation of the Chair.

g. The Chairperson and Chairperson-elect are both vote in Affiliate Board of Directors meetings.

4. Term

a. The Nominating Chairperson shall serve a one-year term.

b. The Nominating Chairperson-elect shall serve a one-year term and then move into the Chairperson position.

D. Past President

The immediate Past President will serve one year following the term as President and will be a voting member of the Board of Directors.

Section 3. Appointed Positions

A. Membership Chairperson

1. Responsible for recruiting new members and retaining current members.

2. Reports to the President-elect

3. Non-voting position and serves a 2-year term.

B. 5K Chairperson

1. Responsible for organizing the annual 5K and Health Expo event.

2. Reports to the President.

3. Non-voting position and serves a 2-year term.

C. Social Media Representative

1. Responsibilities include maintaining the Affiliate website, Facebook, and Twitter accounts. Also sends the Affiliate electronic news blast to all Affiliate members once a month.

2. Reports to the President.

3. Non-voting position and serves a 2-year term.

D. State Media Representative

1. Responsible for communicating the Academy’s and Affiliate’s nutrition and health messages through local media outlets.

2. Reports to the President.

3. Non-voting position and serves a 2-year term.

E. Consumer Protection Coordinator

1. Serves as the monitor of consumer protection issues and state licensure issues, as well as certification of regulatory boards.

2. Reports to the State Policy Representative.

3. Non-voting position and serves a 2-year term.

F. Reimbursement Representative

1. Serves as a local resource for the Academy of Nutrition and Dietetics members who have questions about coding and coverage issues. Will help facilitate use of the Academy’s coding and coverage resources, and coordinate local advocacy efforts to expand federal and state nutrition coverage policies.

2. Reports to the President and Public Policy Panel as well as communicates with the Academy’s Nutrition Services Coverage Team.

3. Non-voting position and serves a 2-year term.

Section 4. Term Limits

A. Term lengths shall be as defined under the individual job descriptions in Article VI.

B. Consecutive terms and re-elections/appointments shall be at the discretion of the Board of Directors.

Article VII – Elections and Nominations

Section 1. Officers and Other Elected Positions

A. Elections for the Officers and other elected positions shall be conducted by email. Only ballots delivered by election day shall be counted. Only Active and Retired members may hold office. No person shall hold more than one elected office simultaneously. Members in the Active and Retired categories may vote.

B. Officials shall continue in office until their successors are elected and take office.

Section 2. Vacancies If any of the following offices become vacant because of death, resignation, disqualification, removal or other cause, the unexpired term shall be filled in the following manner:

A. President. The President-elect shall succeed to the office of President after said vacancy occurs and then serve until the end of the original term.

B. President-elect. A special election by membership shall be conducted to fill the position.

C. Secretary. The board of directors shall appoint a successor to fill the unexpired term.

D. Treasurer. The board of directors shall appoint a successor to fill the unexpired term.

E. Delegate to the House of Delegates. The Delegate-elect shall succeed to the office of Delegate and shall serve until the end of the term. A special election by membership shall be conducted to fill the new Delegate-elect position if required.

F. Chairperson of the Professional Conference. The Chairperson-elect shall succeed to the office of the Chairperson and shall serve until the end of the term. A special election by membership shall be conducted to fill the Chairperson-elect position.

G. Nominating Chairperson. The Nominating Chairperson-elect shall succeed to the Chair position and serve until the end of the term. A special election by membership shall be conducted to fill the new Nominating-elect position.

H. Should the offices of President and President-elect both become vacant at the same time, a special election by the membership shall be conducted by mail at the earliest possible date, In the interim, the Delegate shall serve as President.

Section 3. Tie Votes In the event of a tie, the election shall be determined by lot.

Section 4. Removal of elected officers and other officials An Elected or Appointed Official may be removed by affirming vote by the 2/3 votes of all voting members of the Board of Directors at an official meeting.

Article VIII – Fiscal Year

The fiscal year of the Affiliate shall be in accordance with the Academy fiscal year (June 1 to May 31).

Article IX – Indemnification and Non-Liability

The Academy will indemnify all officers and directors of the Affiliate to the full extent permitted by the Act and may indemnify other persons acting for and on behalf of the Affiliate.

Article X – Publications

The official publication of the Affiliate will be emailed to all members whose dues are not in arrears. The number of electronic mailings per year is at the discretion of the President.

Article XI – Books and Records

The Affiliate shall keep books and records of account. It shall also keep minutes of the proceedings of its member, Board of Directors and committees having any authority of the Board of Directors. The names of the members entitled to vote shall be maintained by the President.

Article XII – Dissolution Clause

On dissolution of the Affiliate, the Board of Directors, after paying or making provisions for the payment of all the liabilities of the Affiliate, shall dispose of all its assets exclusively to such organization or organizations operating exclusively for charitable, educational or scientific purposes as shall at the time qualify as an organization or organizations exempt under Section 501 ( c ) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any subsequent provisions of any Unites States Internal Revenue Law).

Article XIII – Revisions/Amendments

The bylaws may be amended by the affirmative vote of two-thirds (2/3) of the membership of the Board of Directors at a Board meeting. Eighty percent (80%) of the Board of Directors shall constitute a quorum to vote on a proposed amendment. Notice of a proposed amendment(s) must be given by email to the membership at least 60 days prior to the meeting at which the proposed amendment is to be voted.