ARTICLE 1 MEMBERSHIP

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1 Aug 10, 2013 By-Laws ARTICLE 1 MEMBERSHIP CLASSES OF MEMBERSHIP Membership shall consist of nine classes: active, members-at-large, life, retired, sustaining, affiliate, student, honorary, and associate. Where local chapters exist, active, life, retires and associate members shall also be members of a local chapter. A local chapter may establish additional requirements for active students, retired and life members. Eligibility criteria for Association honorary and sustaining membership shall be set exclusively by the Association s Executive Board. 1. Active Members. Active members shall consist of persons employed in eligible fields. An Active member may become a life member after ten years. 2. Members-at-large. Members-at-large shall consist of persons employed in eligible fields who are not members of state affiliates but are member of School Nutrition Association. A member-at-large may become a life member after ten years. 3. Life Members. Any active member or member-at-large may become a life member after ten years of active membership. Life membership shall be by executive board action. 4. Retired Members. An active or at-large member who retires from eligible employment becomes a retired member. 5. Sustaining Members. Sustaining members shall consist of individuals or organizations in industry who are committed to furthering the goals of the Association. 6. Affiliate Members. Affiliate members shall consist of individuals not employed in an eligible field who are interested in advancing the goals of the Association. 7. Student Members. Student members shall consist of persons enrolled in postsecondary institutions who are interested in advancing the goals of the Association. 8. Honorary Members. Honorary members shall consist of persons recognized by the Board for outstanding service Association. 9. Associate Members. Associate members shall consist of: a. Persons directly employed by for-profit contract management companies; b. Persons employed by national or state affiliate. SECTION B. ELIGIBLE FIELD Eligible fields shall be defined as: 1. Persons employed at the preschool, school, school district, college, state, or federal levels in a food and nutrition program which serves meals to children. 2. Persons engaged in teaching or administration at the aforementioned levels. 3. Persons engaged in teaching present or potential school food service personnel. 4. Persons engaged in community nutrition programs. 5. Persons employed by the Association or a state affiliate. SECTION C. RIGHTS AND PRIVILEGES OF MEMBERS All active, members-at-large, life, and retired members whose dues, if any, are currently paid, shall be entitled to vote for the election of officers for the coming year and to vote by any appropriate method approved by the board upon any matter submitted to the voting membership. 1. Active members who cease to be employed in an eligible field may continue as active members until their membership renewal date. 2. Retired members shall have the rights and privileges of active members. 3. Life members shall have all the rights and privileges of active members. A life member who becomes employed in a non eligible field shall forfeit the right to life membership and shall become an honorary member. 4. Sustaining, affiliate, student and honorary members shall be nonvoting members. 5. All members shall be eligible to attend the meetings of the House as observers. 1

2 SECTION D. DUES. Aug 10, 2013 By-Laws 1. Dues for the active, at-large and retired members shall be established by a two-thirds (2/3) affirmative vote of the membership present at the annual meeting of the Association. 2. Dues for sustaining, life, student and affiliate members shall be established by the Board. 3. The Board may approve a discount of member dues for the purpose of promoting membership. 4. All rights and privileges of membership shall be terminated for nonpayment of dues. 5. Alaska School Nutrition Association may establish separate state membership dues so long as such dues so not exceed a sum equal to the national dues for such member s class of membership. ARTICLE II OFFICERS ELECTED OFFICERS The elected officers shall be: President, President-elect, Secretary and Treasurer. SECTION B. ELIGIBILITY AND TERMS OF OFFICE All elected officers shall hold office until the end of the annual State Conference following the election of their successors. Candidates for State office shall membership in the State Association. The candidate shall: 1. Have demonstrated leadership ability by participating at a State conference, or by serving on the Executive Board of the Association. 2. Be regularly employed in an eligible field, or life members for whom no conflict of interest exists. 3. Be elected for a specified term and shall retain active membership at the time of nomination and election. If a change in status occurs they shall complete their term of office provided one year of their term has been completed. a. President. The President shall be the chief elected officer and shall serve for two (2) years. b. President-elect. The President-elect shall serve for two (2) years. To be eligible for this office, a candidate shall: 1) Have had previous service on the Executive Board. 2) Have attended at least one (1) Alaska State Conference. c. Secretary. The secretary shall be elected and shall serve for two (2) years. d. Treasurer. The Treasurer shall be and shall serve for two (2) years. e. Others. The Board may appoint other officers as necessary. SECTION C. ELECTION. Election of Association officers shall be by any appropriate method approved by the board. The Board shall set the time lines for balloting procedures and notification of candidates. SECTION D. RESPONSIBILITIES OF ELECTED OFFICERS 1. PRESIDENT. a. Represents the Association in policy matters and is the chief spokesperson. b. Serves as Chair of the Executive Board. c. Presides at meetings. d. Serves as an ex-officio member of all committees and advisory boards, except the nominating committee. e. Prepares agenda for executive board meetings. f. Appoints and may remove, with the approval of the Board, members of committees and advisory boards. g. Appoints, with the approval of the Board, consultants to committees where needed. h. Appoints and may remove, with the approval of the Board, the chairs of all committees and advisory boards. i. Coordinates all activities of Industry and Marketing Advisory Boards. j. Initiates response to action taken by the Executive Board. k. Follows up on action taken by the membership at the annual meeting and by the Executive Board. l. Establishes time schedules for meetings of the Association. m. Follows up on the implementation of the State Plan of Action which is consistent with the National Plan of Action. n. Coordinates activities of the Executive Board. o. Shall appoint a parliamentarian with approval of the Board. 2

3 Aug 10, 2013 By-Laws 2. PRESIDENT-ELECT. a. Studies the duties and responsibilities of the President, other members of the Board, committees, advisory boards and local chapters. b. Presides at the State Annual Conference Business Meeting. c. Chairs the committee, approved by the Board, to prepare a State Plan of Action for the ensuing year. This Plan of Action will be consistent with the SNA Plan of Action for that year. d. Presents the Approved State Plan of Action to local chapters. e. Represents the Association at the request of the President. f. Performs the duties of the President in the President s absence. g. Succeeds to the office of President: 1) After having served as President-Elect for two (2) consecutive annual State Conferences or 2) In the event of the President s death, resignation, or removal from office. h. Recommends for approval of the Executive Board chairpersons of committees and boards to serve in his/her term of office. Serves as the state conference chairperson and is responsible for coordinating all aspects of the State Conference and the program agenda. i. Coordinates revisions and updates of the Policy and Procedure Manual. j. Performs other duties as assigned. 3. SECRETARY a. Accurately records all minutes of State Conference business meeting and all executive board meetings. b. Sends appropriate notices and copies of the minutes of the Executive Board. c. Performs other duties as assigned. 4. TREASURER a. Supervises and monitors Association funds, investments, and securities. b. Submits a financial report at the State conference and each board meeting. c. Reports expenditures against budget. d. Performs other duties as assigned. SECTION E. APPOINTED OFFICERS 1. EXECUTIVE DIRECTOR. The Executive Director shall be the chief executive officer of the Association and shall implement policies of the House, Board and Executive Committee consistent with efficient and effective business practices. The Executive Director shall be employed under contract by the Board. 2. Responsibilities of the Executive Director. a. Conducts Association affairs. b. Interprets and applies policies. c. Fulfills the duties set forth in the contract. d. Prepares performance standards for programming and manages work, personnel, money and materials for the Association with Board approval. e. Other duties as assigned. 3. OTHERS. The Board may appoint other officers as necessary. ARTICLE III MEETINGS TYPE OF MEETING 1. State Conference. There shall be an annual meeting of the Association; known as the State conference. The date and place of this State conference shall be determined by the Executive Board. Notice of this State conference shall be sent out to each member of the Association no less than 45 days before the conference. 2. Executive Board. The Executive Board shall meet immediately before or after the State conference and at the call of the President, or upon request of 60% of the voting members of the Board. A majority of the members shall constitute a quorum. 3

4 3. Special Meetings. Special meetings and seminars of the Association may be called or approved by the Executive Board. Aug 10, 2013 By-Laws SECTION B. EXPENSES The Executive Board shall set limits within budgetary restraints for reimbursement of, and procedures for, expenditures by the Association members who travel on official Association business with prior approval for the Executive Board. ARTICLE IV HOUSE OF DELEGATES HOUSE OF DELEGATES The House of Delegates ( House ) shall be the legislative and governing body of the Association. It shall formulate the philosophies and goals under which the Executive Board manages the affairs of the Association. The House shall adopt policies, hear committee and officer reports, take action on recommendations, resolutions, amendments to the Articles of incorporation, Bylaws, and Standing Rules; and have all other powers and duties specifically provided to it by the Articles of Incorporation and Bylaws. 1. Composition. a. The voting delegates shall include the Board, past-presidents, standing committee chairs and advisory board chairs, state presidents, state president-elect, state elected/appointed delegates or alternates. b. Voting delegates of the House shall be active, members-at-large, life, or retired. c. The Executive Director shall be a nonvoting member. 2. Responsibilities. a. Formulates the philosophies and goals. b. Debates and reviews matters of professional interest. c. Makes general and specific recommendations to the Board. d. Makes recommendations for the Strategic Plan and for the annual State Plan of Action. e. Reviews reports of chapter affiliates, Board members, the Association office, state committees and advisory boards. f. Takes action on proposed resolutions and amendments to the Bylaws. 3. Voting. Each Delegate is entitled to one vote. 4. Quorum. One-Third of the voting delegates shall constitute a quorum. 5. In the absence of a functioning House of Delegates, the Executive Board shall assume duties and responsibilities. ARTICLE V EXECUTIVE BOARD EXECUTIVE BOARD The Executive Board ( Board ) shall be the executive body of the Association. The Board shall formulate policies between meetings of the House; adopt the annual budget; review reports and resolutions; conduct and manage the affairs and have all other powers and duties specifically provided to it by the Articles of Incorporation and Bylaws which are necessary to achieve the objectives not specifically delegated to other agents or agencies by the Articles of Incorporation or Bylaws. 1. Composition. a. Voting members of the Executive Board shall consist of the President, President-elect, Secretary, Treasurer, Chapter Presidents, Committee Chairs and State Director. b. Past Presidents of the Association shall be voting members with the exception of the immediate Past President who serves as nominating chair. In lieu of no Past President, the board will assign a past board member for nominating chair. c. Newly elected members become voting members immediately following their election. d. The Executive Director shall be a nonvoting member. 2. Responsibilities. a. Directs Association affairs in accordance with the philosophies, general policies, and goals adopted by the membership of the House. b. Considers general and specific recommendations made by the membership or House. c. Appoints persons to act for the Association and defines their specific responsibilities. 4

5 Aug 10, 2013 By-Laws d. Adopts the annual budget including, but not limited to, budgets for all meetings of the Association. e. Manages and directs all financial affairs. f. Adopts the audit of the Association books. g. Authorizes persons to sign checks, contracts, and other documents for the Association. h. Approves all committee and advisory board appointments. i. Fills vacancies of unexpired terms of Executive Board members, unless otherwise specified. j. Reviews and approves the program for all state conferences and seminars. k. Adopts a strategic Plan of Action. l. Adopts a State Plan of Action for the ensuing year for the Association. m. Recommends positions on policies to the membership or House. n. Provides leadership in working with allied associations and groups which share a similar purpose. o. Fills vacancies occurring in office by majority vote. p. Employs an Executive Director and/or attorney, as needed when funding is available. q. In the absence of a functioning House of Delegates, the Executive Board shall assume duties and responsibilities. 3. Quorum. A majority of the members shall constitute a quorum. ARTICLE VI CHAPTER AFFILIATES CHAPTER AFFILIATES The state shall have Chapter Affiliates chartered by the Board. Each Affiliate shall be entitled to representation on the Board provided the following conditions are met. 1. A chapter Affiliate may establish separate chapter membership dues as long as such dues do not exceed a sum equal to the state dues for such member s class of membership. 2. Chapter Affiliates Articles of Incorporation, and/or Constitution and/or Bylaws shall not conflict with the State articles of Incorporation, Bylaws, or Standing Rules. 3. Only active members regularly employed in an eligible field, retires and life members for whom no conflict of interest exists, shall be eligible to serve as officer of chapter affiliates. 4. Each chapter affiliate shall adopt a Plan of Action consistent with the State Plan of Action. SECTIONS ARTICLE VII SECTIONS The Association shall consist of sections according to the special type of food and/or nutrition activities in which members are engaged. Membership in all sections shall be encouraged. Sections are: Single Unit Personnel; District Directors and Supervisors; Major City Directors and Supervisors; State Directors, Supervisors and Specialists; and College Personnel. STANDING COMMITTEES ARTICLE VIII COMMITTEES AND ADVISORY BOARDS There shall be the following standing committees: Nominating, Public Policy and Legislation, Education, Nutrition, Resolutions and Bylaws, and Member Services. They shall be composed of members. All standing committees and advisory boards report to the board. 1. Terms. Members shall be appointed by the President, subject to Board Approval, for a one-year term unless otherwise specified. A standing committee or advisory board member shall not serve on more than one standing committee or advisory board at the same time with the exception of the Nominating Committee. 2. Eligibility. Members of a committee or advisory board shall have expertise in the subject area of the committee on which they serve. All committee and advisory board members must be members of the association. 3. Attendance. Committee chairpersons shall be required to attend all Executive Board meetings. Absences to be considered excused must be approved by the president and the Executive Board. 4. Activities. The committees/advisory boards shall develop annual strategies to implement the State Plan of Action. 5

6 Aug 10, 2013 By-Laws SECTION B. SPECIAL COMMITTEES Special committees and/or advisory boards shall be appointed by the President with approval of the Board. THE MUSH ON NEWS ARTICLE IX PUBLICATIONS The Mush-On News shall be the official publication of the Association. ARTICLE X REMOVAL FROM OFFICE Any Elected officer who is found in violation of conditions required for election, a breach of fundamental principles or rules of the Association, or failing to work under the framework of the Association may be removed from office. The Board, upon receipt of charges shall investigate the charges, hold a hearing and render a decision. ARTICLE XI PARLIMENTRAY AUTHORITY The current edition of Strugis Standard Code of Parliamentary Procedure governs this Association in all parliamentary situations that are not otherwise provided for in the law, the Articles of Incorporation, bylaws or adopted rules. ARTICLE XII RESOLUTIONS AND AMENDMENTS METHOD OF PROPOSAL Amendments to these Bylaws and the AkSNA Standing Rules shall be proposed at or before the Executive Board Meeting during the annual State Conference. SECTION B. PROCEDURES FOR AMENDING BYLAWS AND STANDING RULES Amendments to Bylaws shall be adopted by a majority vote of the members present at the annual State Executive Board Business Meeting: 1. All members will be notified within 60 days of any changes. SECTION C. PROCEDURES FOR RESOLUTIONS 1. All proposed resolutions to be considered must be presented to the Executive Board prior to the Executive Board Business Meeting preceding the Annual State Conference. Upon consent of a majority of the membership in attendance at the Annual State Conference Business meeting a written resolution may be submitted from the floor. 2. Adoption of proposed resolutions shall require a majority tally of the ballots received from the membership in attendance at the Membership Business Meeting during the Annual State Conference. 3. Resolutions which are in conflict with the Bylaws shall not be presented to the membership. ARTICLE XIII DISSOLUTION Should dissolution of the Association become necessary, it shall be dissolved in accordance with Article IX of the Articles of Incorporation. 6

7 ALASKA SCHOOL NUTRITION ASSOCIATION STANDING RULES Standing Rules Sanctioned 11/6/93 Revised 1/29/05 Standing rules are rules of procedure that add further detail to those rules stated in the Bylaws. Standing rules are rules related to details of administration of the Association. Standing rules may be adopted and amended by majority vote of the membership in attendance at the Annual State Conference. Standing rules shall be attached to the current Articles of Incorporation and Bylaws. I. RULES GOVERNING MEMBERSHIP A. Dues to the School Nutrition Association may be submitted through the Membership Chair of the Alaska School Nutrition Association or other designated member of the Alaska School Nutrition Association. B. Dues of Alaska Nutrition Association, Chapter Affiliates, and dues of the School Nutrition Association may be submitted directly to the School Nutrition Association by authorized members. C. The Executive Board shall provide objective criteria for discounting dues and indicate a specific period of time for the discount. D. Non-voting members attending the Business Meeting at the Annual State conference may be granted the privilege of speaking. E. The Mush-On News shall be distributed to all members. II. RULES GOVERNING MEETINGS A. Annual State Conference. Notice, including date, place, and time, shall be available to each member through publication in the Mush-On News no less than forty-five (45) days prior to the conference. The Mush-On News will be available on the AkSNA website or by mail upon request of member. B. Executive Board Meetings. Notice, including date, place, and time, shall be sent to each Board member at the call of the President, or upon the request of 60% of the voting members of the Board. The Executive Board shall meet immediately before or after the State conference. C. Special Meetings. Special meetings and seminars of the Association may be called or approved by the Executive Board. III. GENERAL RULES GOVERNING STANDING COMMITTEES & ADVISORY BOARDS A. A standing committee or advisory board member shall not serve on more than one standing committee or advisory board at the same time. B. No more than one-third of the members of the committee shall be appointed in any one year except to fill vacancies as provided. The President, with the approval of the Board, shall appoint a replacement from the respective region to fill the unexpired term. C. Members of a committee or advisory board shall have expertise or interest in the subject area of the committee or advisory board on which they serve. D. The President, at the request of the committee chair, shall recommend to the Board the removal of a committee member who has had two unexcused absences within one year. A new committee member shall be appointed to fill the vacancy. E. Committees/advisory boards shall meet at the time of the Annual State Conference and at other times as authorized by the Board. IV. RULES GOVERNING COMMITTEES A. Nominating. This committee shall consist of immediate past President and his/her appointees. Members of the Nominating Committee shall not be eligible for nomination for state office during their terms on the Nominating Committee. 7

8 Standing Rules Sanctioned 11/6/93 Revised 1/29/05 1. Seek potential candidates from membership and Executive Board. 2. Verifies eligibility of candidates. 3. Selects two candidates and one alternate for each office to be filled on the ballot in accordance with the Bylaws. B. Public Policy and Legislation. 1. Evaluates, interprets, recommends, and responds to federal and state legislation and regulations. 2. Informs the membership of current legislation. 3. Develops legislative policy and positions for approval of the Board. 4. Assists chapter affiliates in the development of legislative strategies and plans of action. 5. Plans and conducts the legislation plan of action for the Association. C. Professional Development. 1. Develops ideas for plans for professional growth of membership subject to the approval of the Board. 2. Prepares an annual summary of developments relating to school food service certification. 3. Develops legislative policy and positions for approval of the Board. 4. Works with chapter affiliate certification chairs. 5. Recommends to the Board standards, policies and procedures pertaining to implementation of professional certification programs. D. Nutrition Standards and Nutrition Education. 1. Evaluates and interprets nutrition trends and developments. 2. Recommends nutrition standards for child nutrition programs. 3. Promotes nutrition education. 4. Prepares an annual summary of developments relating to nutrition aspects of school food service programs. 5. Works with chapter affiliate nutrition chairs. E. Resolutions and Bylaws. 1. Reviews all resolutions for format and for consistency with the Bylaws. 2. Reviews Bylaw amendments proposed for membership consideration. 3. Recommends Bylaw amendments to the membership. 4. Reviews the Bylaws annually to ensure consistency with current philosophy. 5. Assists chapter affiliates in developing resolutions and Bylaw amendments. 6. Reviews, annually current bylaws and/or constitutions from chapter affiliates to ensure compliance with Association Bylaws. Chapter affiliates identified as needing assistance for compliance will be notified and provided guidance by the Chair of Resolutions and Bylaws Committee and the President. F. Membership. 1. Recommends to the Board policies and procedures pertaining to the implementation of a membership program. 2. Promotes membership through chapter membership chairs and assists chapters in developing membership drives. 3. Analyzes membership trends and recommends appropriate action. G. Public Communications 1. Recommends to the Board policies and procedures concerning the public information program. 2. Evaluates and interprets Association public information efforts with chapter public information chairs. 3. Creates a positive image for the Association and school food and nutrition programs. 4. Creates a calendar of special events for promoting activities. 5. Develops menus and marketing strategies for National School Lunch Week, National School Breakfast Week, and state Agriculture Day. 6. Establishes priorities for types of information that will be disseminated. 7. Identifies external and internal channels through which messages can be communicated. 8. Serves as consultant to the editor. 9. Reviews the official Mush-On News. 10. Reviews other Association publications and advertising standards as directed by the Board. 8

9 Standing Rules Sanctioned 11/6/93 Revised 1/29/ Advises chapter affiliates and local associations toward implementation of youth and parent involvement. 12. Recommends to the Board policies and procedures for the Association s Nutrition Advisory Council. 13. Informs chapter chairs of the program and activities and implements state Nutrition Advisory council network. V. RESPONSIBILITIES OF ADVISORY BOARDS A. Industry. 1. Serves as liaison between Industry and Association. 2. Works to achieve common goals. B. Marketing. 1. Provides marketing expertise to committees. 2. Works to achieve common goals. C. Research Review. 1. Advises the editor of the Mush-On News on policy matters. 2. Evaluates the Mush-On News. 3. Plans for future volumes of the Mush-On News. 9

10 Standing Rules Sanctioned 11/6/93 Revised 1/29/05 DEFINITIONS As used in these Bylaws, definition of terms is as follows: A. Association Staff. Individuals employed by the Association. B. Nonvoting Member. Individuals without voting privileges. C. Chapter Affiliate. School food service associations organized within individual regions of the state and chartered by the Board. D. Non-eligible Field. Any field other than those defined in Article I. Section B. E. Nonprofit. Any school food and nutrition program maintained by a school food authority for the benefit of children, all of the income from which is used solely for the operation or improvement of such service and exempt from income tax under 501(c)(3) internal Revenue Code of 1954, as amended. F. Standing Committees. Groups of individuals appointed by the President, with Board approval, charged with the responsibility of planning and implementing activities to promote their particular area of emphasis in the Association s Plan of Action. G. Advisory Boards. Groups of individuals appointed by the President, with Board approval, charged with the responsibility of advising and responding to issues in the areas assigned to them in the Bylaws or as assigned by the Board. H. Major City. A major city is defined as having a population of 200,000 or more and/or a school population of 40,000 or more in all sponsored programs. I. Outlying commonwealths or territories of the United States shall be assigned by the Board to the appropriate regional division. J. Consultants shall be persons whose clients are in school food service related fields. K. Quorum. A quorum is the number of members who must be present at a meeting in order to transact business legally. L. Majority Vote. More than one half of the votes cast of those present and voting or more than one half of the votes cast by mail. M. Two-thirds Vote. Two-thirds of the votes cast of those present and voting or two-thirds of the votes cast by mail. N. Additional membership Information. 1. Single Unit Personnel shall be composed of school food service and/or nutrition personnel assigned to one school; and/or school food service personnel who have responsibilities in a central kitchen that serves more than one school; and/or school food service personnel who have responsibility in more than one school, but who are not employed on a system-wide basis. 2. District Directors and Supervisors shall be composed of school food and/or nutrition personnel who are responsible for administration and/or supervision of food and nutrition programs in more than one school within the city, county, or district. 3. Major City Directors and Supervisors shall be composed of school food and/or nutrition city and county personnel who are responsible for administration and/or supervision of food and nutrition programs in more than one school within the district. 4. State Directors, Supervisors, and Specialists shall be composed of state level administrative and supervisory personnel, including persons engaged in child nutrition programs, nutrition education and training and/or food distribution. State 10

11 Standing Rules Sanctioned 11/6/93 Revised 1/29/05 directors, supervisors, or specialists may act independently on matters relating to federal and state policy and establish regulations affecting administration of state school food service and nutrition education programs; such policies or actions of this group may be implemented directly without action of the Board. 5. College Personnel shall be composed of nutrition, dietetics, and food servicerelated faculty in vocational technical schools, community colleges, four-year colleges or universities, or internship programs, or of those who are responsible for college food service programs. O. Association refers to the Alaska School Nutrition Association (AkSNA). 11

12 Incorporation CERTIFICATE OF INCORPORATION OF THE ALASKA SCHOOL NUTRITION ASSOCIATION Pursuant to the Certificate of incorporation of the Alaska School Nutrition Association as heretofore amended, this instrument shall constitute the Amended Certificate of Incorporation of the forenamed not for profit corporation. ARTICLE I NAME The name of the corporation is: ARTICLE II PURPOSES ALASKA SCHOOL NUTRITION ASSOCIATION The objects and purposes for which this Corporation is formed are to act as an organization not for profit and operated exclusively for purposes as described in Section 501(c) 4 of the Internal Revenue code of 1986 and any subsequent amendments thereto and substitutions therefore, and in the course thereof, and subject thereto, to act as follows: 1. Promote the optimal health, nutrition and education of all children by supporting nutritionally adequate and educationally sound, financially accountable, nonprofit child nutrition and school community nutrition programs. 2. Promote high standards of child nutrition and school community programs with emphasis on nutritionally adequate meals that are appealing to children. 3. Promote united efforts between school personnel, allied organizations, industry and the public to assure every child an opportunity to receive the benefits of the child nutrition and nutrition education programs. 4. Promote high standards and provide appropriate educational programs, incentives and recognition for professional development of child nutrition personnel. 5. Promote research and development in child nutrition programs. 6. Promote the establishment of a national nutrition policy and legislation which provides optimal nutrition and nutrition education for children. 7. Promote the involvement of students and the school community in a child nutrition program. 8. Promote membership and provide services to members. 9. Take any and all actions authorized to corporations organized not for profit under the laws of the State of Alaska and the afore mentioned section of the Internal Revenue code to carry out the foregoing objects and purposes. ARTICLE III TERM This Corporation shall have perpetual existence. ARTICLE IV MEMBERSHIP Members shall comprise persons presently or previously employed in, teaching, or administering food and nutrition service programs in schools, colleges, and universities at every level; persons employed by the Corporation itself or by any level of government dealing with such food and nutrition service programs; and those further persons upon whom the Corporation may confer honorary membership. Membership in this corporation shall be further governed by criteria established within the Bylaws of the Corporation; the kinds and classes of members and rights and privileges of each shall be set forth in the Bylaws. 12

13 Incorporation ARTICLE V MANAGEMENT The Corporation shall be managed by an Executive Board, the members of which shall constitute the Directors of this Corporation. The Directors shall be elected by the membership of the corporation as provided in the Bylaws of the Corporations, except for the Executive Director of the Corporation, who shall be appointed by the Directors. The officers of the Corporation shall consist of those persons filling offices designated by the Bylaws of this Corporation and subject to the terms and conditions therein set forth. The House of Delegates shall be the legislative and governing body of the Association. It shall formulate goals and policies under which the Executive Board manages the affairs of the Association. Membership of the House of Delegates shall be provided for in the Bylaws. ARTICLE VI REGISTERED OFFICE AND AGENT The address of the initial registered office of the Corporation is Alaska School Food Service Association, 3621 Hazen Circle in the city of Anchorage, Alaska The name and initial registered agent of the Corporation at the office is Karel Hauser, a resident of the State of Alaska and an initial Director of the Corporation. ARTICLE VII INTIAL DIRECTOR The name and address of the initial Director of the Corporation is Karel M. Hauser, Alaska School Food Service Association, 3621 Hazen Circle, Anchorage, Alaska ARTICLE VIII TAX EXEMPT STATUS Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not directly or indirectly carry on any activity which would prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501(c)(4) of the Code, or cause it to lose such exempt status. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to any member, director, or officer of the Corporation, or any other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in ARTICLE II hereof. ARTICLE IV DISSOLUTION In the event of dissolution or final liquidation of the corporation, all of the remaining assets and property of the corporation shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, be distributed to such organization or organizations or organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) or 501 (c)(4) of the code as the board of Directors shall determine. In no event shall any of such assets or property be distributed to any member, director, or officer, or any private individual. ARTICLE X LIMITAION OF LIABILITY To the fullest extent permitted by the State of Alaska Department of Commerce and Economic Development division of Banking, Securities and Corporations, as now in effect or as may hereafter be amended, no Officer or Director of the Corporation shall be personally liable for damages in any proceeding brought by or in the right of the corporation, or in connection with any claim, action, suit or proceeding to which he or she may be or is made a party by reason of being or having been an Officer or Director of the Corporation. 13

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