CONSTITUTION

The name of this society shall be PHI TAU SIGMA HONORARY SOCIETY, INC., incorporated under the laws of the Commonwealth of Massachusetts. The office of the Society shall be the office of the Executive Secretary. The registered agent of the corporation shall be located at the University of Massachusetts, Amherst, Massachusetts. The President, President-elect, the Executive Secretary of the society shall be the President, vice President and Secretary treasurer, respectively of the corporation. The Executive committee of the Society shall be the Board of Directors of the corporation.

The purposes of this Society are:

1. to recognize and honor professional achievements of food scientists and technologists,
2. to encourage the application of fundamental scientific principles to food science and technology in all its branches,
3. to stimulate the exchange of scientific knowledge through meetings, lectures, and publications, and
4. to promote exclusively charitable, scientific, literary and educational programs within the meaning of sections 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

Notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

The Society shall consist of Members, Emeritus Members and Associate Members.

Member

A member shall be a person who has demonstrated noteworthy achievements in Food Science and Technology. Members in good standing are those whose dues are paid up-to-date

Emeritus Member

An Emeritus Member shall be a member who has retired, but who has been a member in good standing for at least five (5) years before retirement and who applies to the Executive Secretary for this change in status.

Associate Member

An Associate Member shall be either a Senior or a Graduate Student in a recognized educational institution who shows promise of making significant scientific contributions.

Eligibility

1. Members in good standing and Emeritus Members shall enjoy all privileges ascribed to any class of members, including but not restricted to serving on Society Committees, holding office, receiving Society mailings and voting in all elections.
2. Associate Members shall have those privileges ascribed to their class of membership in the By-laws.

 Section 1.

There shall be an Executive Committee comprised of the President, President-elect, Executive Secretary, the most recent living past President, and (6) At-Large Councilors elected by the Society. The President, or in his absence, the President-elect shall preside at meetings of the Executive Committee. The Executive Secretary shall be the secretary of the Executive Committee.

The Executive Committee shall have the responsibility for administering all the affairs of the Society including, but not limited to, holding all property and funds of the society, establishing an annual budget, recommending the annual dues to be paid by each class of member, and approving establishment of new chapters.

The Executive Committee shall be the legal representative of the Society as required in the Articles of Incorporation of the Society under the laws of the Commonwealth of Massachusetts. In this capacity the Executive Committee shall have the responsibility of appointing the registered agent of the corporation as needed.

The Executive Committee shall meet at least annually during the Annual Meeting of the Society to conduct the affairs of the Society. Between Annual Meetings, business also may be transacted by mail or telephone. Other special meetings may be called upon agreement of the President or President-elect and at least two (2) of the At-Large Councilors. At the Annual meeting of the Executive Committee the Chapter Councilors and Standing Committee chairmen shall have the privilege of the floor but no vote. Other members may attend as observers, but without the privilege of the floor or vote.

All Executive Committee members shall have the privilege of voting. A quorum shall consist of six (6) members, of which at least two (2) must be officers.

 Article IV - Officers

 Section 1.

The officers shall be President, President-elect and Executive Secretary.

The officers and At-Large Councilors shall be elected as prescribed in the by-laws.

1. The terms of the President, President-elect and Executive Secretary shall be for one year from the Annual Meeting of the Society until the next, or until their successors qualify.
2. The terms of the At-Large councilors shall be three (3) years, staggered such that only two (2) are elected each year. At-Large Councilors may be re-elected.
3. At the end of the term the President-elect shall succeed automatically to the office of President.
4. The Executive Secretary may be re-elected for an unlimited number of terms.

1. In the event of a vacancy in the office of President, the President-elect shall succeed immediately to that office and serve until the end of what would have been the normal term as President.
2. In the event of a vacancy in the office of President-elect, the Executive Committee shall appoint an interim Program Chairman to serve through the next Annual Meeting. Should the vacancy occur after the Annual election, the Executive Committee at its Annual Meeting shall elect a President-elect for the ensuing year.
3. Vacancies in the offices of Executive Secretary or At-Large Councilors shall be filled by the Executive Committee until the next Annual election.

To assist the Executive Committee in the conduct of Society affairs, there shall be an Advisory Council comprised of one Councilor from each Chapter.

The Chapter Councilors shall be elected or appointed in a manner specified by each Chapter in its by-laws.

The Advisory Council shall meet annually with the Executive Committee, as non-voting observers with the privilege of the floor, and in addition to providing advice and guidance to the Executive Committee, shall also serve as communication liaison between the Society and their respective Chapters.

The Annual Meetings of the Society and the Executive Committee normally shall be held at the same time and location as the Annual Meeting of the Institute of Food Technologist.

The Advisory Council normally will meet with the Executive Committee.

Special meetings may be called at other times and places, with due notice, whenever it is deemed necessary by the Executive Committee.

The standing Committees of the Society shall include, but are not limited to Nominations and Elections, Program, Awards, Membership Qualifications, and Chapter Affairs.

The Executive Committee at any time may authorize additional or adhoc committees.

The president, with the concurrence of the Executive Committee, shall appoint annually the members of all committees and designate the chairman of each.

At the Annual Meeting of the Executive Committee, the chairman of each committee shall report on the activities of the committee and outline plans for the ensuing year.

To promote the programs and objectives of the Society and to better serve the members at the local level, Chapters may be formed in appropriate educational institutions or in a geographic area encompassing a group of Society members, as specified in the by-laws.

New Chapters shall be approved and chartered by the Executive Committee.

Each Chapter shall select one (1) Chapter to serve on the Society Advisory Council.

Members shall pay dues and other fees and charges as established by the Executive Committee in the by-laws. Dues shall be payable at the beginning of each administrative year and any changes in dues shall be approved by a majority vote of the Members.

The fiscal year of the Society shall be from one Annual Meeting of the Society to the next. The newly elected officers and the At-Large Councilors will be installed at each Annual Meeting.

Amendments, not in conflict with the Articles of Incorporation or the laws of the Commonwealth of Massachusetts, may be proposed by any member of the Executive Committee or by petition signed by at least twenty (20) Members, of which not more that ten (10) shall be from the same Chapter. For consideration such proposed amendment shall be presented in writing to the Executive Secretary not less than sixty (60) days prior to the Annual Meeting.

The Executive Secretary shall send the proposed amendment to all members of the Executive Committee and the Advisory Council. The Executive Secretary shall also include notification to the membership when mailing election ballots and dues notices.

If a proposed amendment is approved by a majority vote of the Executive Committee present and voting, it shall be submitted by special mail ballot for member approval. If two-thirds (2/3) of the Members voting approve, the amendment shall become effective at once unless otherwise specified. The Executive Secretary shall cause an appropriate notice of adoption to appear in the newsletter of the Society.

To clarify and better define the Society’s administrative procedures, the Executive Committee may adopt By-Laws, not in conflict with the Constitution.

Amendments to the By-Laws may be proposed by any Executive Committee member, by any standing Committee Chairman, or by a petition signed by ten (10) members.

Such amendments must be proposed in writing to the Executive Secretary not less than sixty (60) days before the Annual Meeting. The Executive Secretary shall send the proposed amendment to all members of the Executive Committee.

Proposed amendments to the By-Laws shall become effective immediately upon adoption by a two-thirds (2/3) majority vote of the Executive Committee.

The Executive Secretary shall notify the members of all duly adopted By-Laws amendments as soon ass practicable thereafter.

 Article XII - Dissolution