by: Stanley R. Kyker, CAE
It is easy to imagine a handful of restaurant association executives in attendance at the National Restaurant Association Convention, sometime in the early to mid - 1930’s, gathered around a hotel lobby, or bar, talking about common problems. Certainly one of those executives was bound to say, “Why don’t all of us who come to the NRA Convention get together and sit down and discuss our common concerns and issues?” Whether it actually happened like that, or the brainstorm of one person who wrote to several of the others suggesting that they get together, or still some other way, we will probably never know. But we do know that when Myra B. Hays retired in 1970 after 34 years as Executive Secretary of the Restaurant Association of Maryland, she was acknowledged by her ISRAE peers as not having missed an ISRAE meeting since 1936.
We also know from the archives that by 1946, the “state and local secretaries” were meeting generally twice a year: once during the National Restaurant Association Convention and again during the Winter National Restaurant Association Board of Directors Meeting. The meetings, generally one-half to one and one-half days in length were clearly informal, with agendas (such as they were) structured principally in coordination with and by the National Restaurant Association’s staff. The group, known originally as the State Restaurant Association Executives, was not incorporated, nor did it even have the formality of bylaws to guide its activities. Nonetheless, there was an informal structure at work, including the selection of one of the group as President.
RESTAURANT ASSOCIATIONS IN THE U.S.
We know that the National Restaurant Association was founded in 1914 and held its first national convention that year in Kansas City, Missouri. The second National Convention (in 1920) was the first held with exhibits. In 1923, NRA approved a plan for holding “sectional meetings.” In 1924, NRA reported that there were 22 active local associations cooperating with the National. Most of those associations were almost certainly the local groups that ultimately became today’s state restaurant associations. In 1929, the Los Angeles Restaurant Association presented a film titled “Soldiers of Service” at the NRA Convention. The film was subsequently shown all over the country and became a powerful factor in strengthening state and local associations.
The years of founding for early restaurant associations include:
By the mid-1930’s it appears clear that at least some state and local restaurant association executives were meeting during the National Restaurant Association Convention. But, in 1935, NRA adopted a new schedule of regional meetings. While the exact purpose of these meetings may not be clear, we know that in 1936, the Southern California Restaurant Association staged and hosted the first “Pacific Coast Regional Convention of the National Restaurant Association”. This event, which ultimately triggered similar conventions in San Francisco, Portland and Seattle, indicated that at least in the western part of the nation there was a close working relationship between the NRA and local executives. It is not unreasonable to assume that the relationship extended well beyond conventions into other issues including membership, education and government affairs.
Also during the late thirties, many of the “New Deal” programs such as the Office of Price Administration generated a number of restaurant association activities and close coordination between the NRA and state and local associations. And in 1938, NRA adopted “the educational program at Northwestern University” as an important means for developing and training state and local executives. (This “educational program” was the forerunner of today’s Institutes for Organization conducted by the U.S. Chamber of Commerce-still considered one of the foremost educational offerings available for association executives.) Although all restaurant association conventions were discontinued during World War II and travel was curtailed substantially, NRA conducted a series of wartime conferences. War-related issues such as price, rationing, etc., again provided a major activity for restaurant associations and close coordination between state and local associations and the NRA. These activities, as well as association operational issues (education, membership, newsletters, etc.), created even more of an impetus for restaurant association executives to get together in order to “better themselves and gain new ideas”.
The first recorded President of the “State and Local Restaurant Association Secretaries” (1945-46) was Ray Fling, Michigan Restaurant and Caterers Association. The group met in March 1946 in conjunction with the National Restaurant Association Convention and in October 1946 in conjunction with the Pacific Coast Regional Convention of the NRA in Los Angeles. By the latter meeting, the group had changed its name to American Restaurant Trade Association Executives (ARTAE) and was discussing the concept of an executive’s handbook for members. A pattern was established for the group to meet during the NRA annual convention and also during the NRA’s winter board of directors meeting. NRA staff handled agendas and meeting coordination. From this early stage forward, there was a very close tie between the ARTAE and the NRA; and while the relationship was good, there were also occasions when state and local executives would call for “improving the relationship” without detailing specifics of what needed improvement. Subsequent events would indicate a general on the part of some of the states for a federation type membership structure for the NRA.
1947: During the group’s meeting at the NRA Convention March 1947, completion of the executive’s handbook was announced and members decided to assess dues ($10 per year) to pay for them. The group also discussed producing a training film. In May 1947, President Mark Ocken raised the question “why not an International Restaurant Association Executives Club”? He also encouraged exchange mailings of newsletters among executives.
1950-1955: Records during this period are rather sparse. There are no mentions of a 1950-51 president in the archives and no RTAE newsletters for more than a year. During 1952-54, President Mark Strong made a big push for regional meetings of RTAE members.
1956-60: A major project during 1956-57 was to establish a uniform membership decal design for state associations. The effort generated considerable debate and correspondence and was finally resolved in January 1958 with the first use of the decal to be 1959. This decal design was used for many years by virtually all state restaurant associations and is still used by some. In 1957, NRA brought Travis Elliot on board and began offering its Executive Development Program throughout the country. This approach started a new direction for educational offerings by both the NRA and state associations. For several years, RTAE had a special “executive committee”, but not the traditional committee of officers. It was made up mostly of the “veteran” members and seemed to deal principally with issues related to NRA and state association relations. In 1958, the committee (with approval of the RTAE members) again recommended to NRA that it explore and study the possibility of promoting an affiliate membership plan with NRA for state associations. No immediate action was taken by the NRA. The May 1958 RTAE meeting was somewhat disorganized and, based on correspondence in the archives, allegedly resulted from lack of NRA staff liaison with RTAE. The correspondence also implied that the NRA Executive Vice President did not show interest in RTAE. The following month, RTAE President Robert Henry suggested that RTAE might consider “a conference type of program and meeting at a spot nearer the heart of the country at a time entirely separate from NRA Board meetings.” This statement was in reference to the fact that the January 1959 NRA Board Meeting would be in Florida and was expected to cause difficulty in getting RTAE members to attend. In July 1958, RTAE past president Elmer Conforti again suggested a national association of state secretaries-not to undermine or replace RTAE, which included a large number of local “secretaries,” but to address the “peculiar problems” of the states. In 1959, RTAE became the Society of Restaurant Trade Association Executives. Also in 1959, NRA co-sponsored the existing triennial (later biennial) San Francisco show produced by the Golden Gate Restaurant Association. The show was renamed the Western National Restaurant Convention and Exposition. (NRA would cosponsor the show with GGRA each year it was produced through 1980.)
Throughout 1971, revision of the ISRAE Executives Handbook was a major priority with different handbook chapters to be written by various members. The finished product was finally published in the fall with a sales price of $15. Regional meetings of members were also attempted-unsuccessfully-in various parts of the country the year. Throughout this period, Plan O continued in place. However, in May 1973 NRA announced that while it would no longer have the Plan O Committee as a standing committee of the NRA Board, a representative from the committee would be welcome to present reports of committee actions at NRA Board Meetings. ISRAE members began talking about federation between NRA and the states during this period and in May 1974 appointed a planning committee charged with discussion of this concept with NRA. In 1975, Plan O finally came to an end and NRA began a short-lived promotion for state associations to affiliate with NRA as “Associate Members”. Also in 1975, NRA began a program of financial support for ISRAE mid-winter meetings by reimbursing airline and two nights lodging for one member from each state association. In return, ISRAE provided a full day of programming for NRA use. (NRA continued the reimbursement program in one form or another for several years.) Later, in 1977 and 1978, NRA hosted ISRAE in Washington S.C. for the mid-winter meeting. In late 1977, NRA hired Wisconsin Restaurant Association executive and then ISRAE president A. Kolbet Schrichte to fill a key management position as liaison to the state associations. The decade of the 70s was a period of considerable change in state restaurant association leadership. Many of the long time executives either died or retired during this time opening the door to many new faces in ISRAE. At the same time, ISRAE activities were relatively simple and traditional: self-help and education with minimal tension in the NRA/state association relationship. In May 1973, ISRAE had $1776 in the bank; in 1977, the bank balance was $3,505. In 1979, dues for chief executives was increased to $50.
NATIONAL RESTAURANT ASSOCIATION EXECUTIVES
Al Carder, one of the NRA founders, was its first Secretary, serving from 1919 to 1928. The NRA executives that followed Carder were Frank J. Wiffler (1928-58; Wiffler’s title was changed to Executive Vice President in 1947), Donald Greenaway (1958-68), Richard Brown (1968-72), William P. Fisher (1972-77), Brian Harron (1977-80; during Harron’s tenure, NRA moved its headquarters from Chicago to Washington D.C.), Bob Neville (1980 as interim; Neville was NRA’s Washington Counsel and Director of Government Affairs), Robert Bradford (1981-82; Bradford was hired with the title of President), Bob Neville (1982-84; title was changed back to Executive Vice President upon Bradford’s departure), William P. Fisher (1984-96), Herman Cain (1996-99; Cain was hired with the title of CEO and President).
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1990-1999: ISRAE entered the nineties publishing a brand new loose leaf binder membership directory for each member, continuing discussions on NRA/state association relations and initiating new discussions about the amount and use of ISRAE’s growing cash reserves, which totaled $34,259 at the start of 1990. Highlights of the decade include: the addition of a summer legislative conference in ISRAE’s annual educational programming (started in 1991 as an NRA/ISRAE conference on youth employment and conducted in 1992 as a combined government affairs/convention directors conference); redirection of NRA reimbursement of state executives’ travel expenses from the fall ISRAE meeting to the NRA Public Affairs Conference (1992); finally, after years of discussion, shortening the length of the May meeting and moving it to Saturday and Sunday of the NRA Convention and introduction of an ISRAE sponsored reception for state association presidents and executives to replace the comparable reception previously sponsored by NRA (both in 1993). Also, introduction of a comprehensive sponsorship program to underwrite all ISRAE conferences; continued co-sponsorship (and experimentation with format) of the State Presidents’ Roundtable during the NRA Convention; periodic ad hoc meetings of state association presidents to discuss issues and concerns without executives present during the NRA Convention and Public Affairs Conference; explosion of growth in the number of staff associate members of ISRAE; recruitment of new international members from several Canadian provinces, Australia, New Zealand and the United Kingdom; strong growth in attendance at ISRAE conferences and declining interest in the ISRAE newsletter. In terms of the relationship with NRA, highlights included growth of NRA’s dual membership program to incorporate all but two of the state associations, and a growing tendency to address dual membership issues at ISRAE meetings; introduction of regular meetings between the ISRAE officers and NRA officers at each NRA Board Meeting (started in 1995); the NRA Educational Foundation and its sales policies becoming a primary source of angst among state executives in NRA/state relations; and inclusion of the ISRAE President on two NRA chief staff executive search committees. Other highlights were introduction of a new-member orientation program (1996); development of a separate “Educational Council” to produce and distribute foodservice training films and materials (ultimately aborted); solicitation of proposals and appointment of a contract Business Manager in January 1998 after several years of discussion about electing a “permanent secretary” or hiring a full or part time “executive” to handle the growing workload of the Society; the development of a professional salary survey conducted by an independent third party; a comprehensive member opinion survey followed by a strategic planning retreat conducted by a professional facilitator and development of a long range strategic plan (1999). The stage is clearly set for ISRAE to continue to grow and evolve as an important vehicle for enhancing the professionalism of restaurant association executives and the associates they serve.
1980-1990: ISRAE started the new decade with $3658 in the bank, a new “permanent” treasurer, and an old friend (NRA Washington Counsel Bob Neville) serving as NRA executive vice president during NRA’s search for a new chief staff executive. That new executive (Robert Bradford) came on board in January 1981, the first NRA staff head designated as President, and made an early commitment to strengthening ties with the states by establishing a new staff position titled Director of State Relations. Bradford (and his title) departed one year later; however, the State Relations position remained and grew in stature and importance for many years. ISRAE continued to discuss a long festering concern about some of the chain restaurant companies that pointedly declined to join state restaurant associations while seeking government relations information and services from the states. During the early 80s, state association executives as well as ISRAE meetings became more focused on national government affairs issues. Congressional action requiring tip reporting may have generated more outcries and concerns from state executives than any time since Congress extended the Fair Labor Standards Act and federal minimum wage to the restaurant industry in 1964. Some state executives openly criticized NRA for the legislative outcome and for its characterization of the outcome as a “victory” for the industry. In addition, state executives became more vocal in challenging NRA proposals to offer insurance and other member service programs that competed with state programs. In 1982-23, ISRAE established a chain membership ad hoc committee and a government affairs liaison committee to work on chain membership issues and the tip reporting issue. The latter was later deemed especially useful in “improving relations with NRA.” November 1984 brought a new initiative for exploring the possibility of a “membership connection or linkage” between the state associations and the NRA. This time, the initiative came from NRA and was met with courteous but cautious response from ISRAE. Despite the fact that ISRAE was a self help individual membership society that did not take positions or express opinions on issues that fall solely within the purview of individual associations, the ISRAE executive committee responded to the NRA proposal in May 1985 with a recommendation that every state restaurant association adopt a “Resolution of Cooperation” expressing the support of the state associations for NRA’s government affairs representation on their behalf. Adoption of the resolution would publicly stipulate that NRA spoke for that state’s members in lobbying Congress even though they were not members of the NRA. By November 1985, 44 states had adopted the resolution and ultimately, only one state (Kansas) declined to adopt it. This issue prompted a comprehensive review of the bylaws and operating policies of ISRAE. The bylaws revisions adopted in May 1986 retained the limitation on taking positions, and even added a restriction against recommending any action, on issues that fall within the purview of individual associations. However, the bylaws made clear that this limitation did not preclude debate or discussion on such issues in keeping with the educational purpose of the society. At the 1986 fall meeting, the ISRAE Board adopted official policies and procedures, authorized the incorporation of the Society and, with some concern as to the value and questions as to the purpose, offered to cosponsor the new State Presidents’ Roundtable planned by NRA during the 1987 NRA Convention. In late 1986, NRA began talking about redirecting its long-standing financial support for state executives’ travel expense from the ISRAE fall meeting to the NRA Public Affairs Conference. ISRAE thanked NRA for assisting with travel expenses at ISRAE meetings and committed its continues support of the Public Affairs Conference regardless of the NRA’s decision. (NRA continued the fall meeting travel support through 1991.) Also in 1986, NRA entered into a new “joint membership test” with the Pennsylvania Restaurant Association. The concept, providing for membership in both associations at one dues rate, maintained the autonomy of both organizations and set the stage for a new era in NRA/state restaurant association relations. The tests with Pennsylvania and then Oregon formed the basis of today’s dual membership program, which became NRA’s primary tactic for achieving the membership growth targets in its strategic plan. In 1987, ISRAE was incorporated in the state of Arkansas, dues were increased to $100 for chief executives and $35 for staff (effective in 1988), new membership plaques were adopted to be given to all the members in good standing (to all new members in the future) and the Board of Directors authorized the development of staff specialist meetings (for trade show managers, publications editors, etc). NRA/state relations became increasingly tense during 1988 as the joint (dual) membership program continued to grow and state associations sought a larger voice in NRA political positions and strategies. These issues were the subject of a series of meetings in 1998 between NRA (staff and later officers) and the ISRAE Ad Hoc Committee on Joint Membership, Communications, and Grassroots Involvement. Specific recommendations by the ad hoc committee were presented to ISRAE and NRA in May 1989.
1966-1980: During the May 1966 ISRAE conference held in conjunction with the NRA Convention, ISRAE proposed to sponsor a “no-host” dinner for state restaurant association presidents and spouses on the Sunday evening during the NRA show. This proposal was obviously the catalyst for the NRA to host a reception for state restaurant association presidents and chief staff executives on the Sunday evening of the convention beginning in May 1967. At the May 1967 meeting, ISRAE decided to hold a dinner for members only on the Friday preceding future NRA shows. The group would look to major companies such as Kraft and Continental Coffee to sponsor these dinners. That same year, ISRAE lost its Canadian member but gained a new NRA liaison when Murray Grigg became the Assistant Executive Vice President of the NRA. In addition, ISRAE initiated a comprehensive study of problems related to multi-unit restaurant companies and their membership and participation in state associations. In November 1967, ISRAE adopted a new Constitution and Bylaws, which for the first time gave voting rights to “Associate” members of ISRAE and provided for membership for individuals that manage multiple associations. Dues were also increased during this meeting for the following year from $25 to $35 for chief executives (associates remained at $25).
1961-1965: During 1961-62, NRA launched an “aircade” program to take NRA officials to cities across the nation to discuss national and local problems face-to-face. The aircade program continued through 1964. In December 1961, SRTAE held its first “mid-winter” meeting separate from a National Restaurant Association Board Meeting or other event. The meeting was held at the Skirvin Hotel, Oklahoma City. In December 1962, SRTAE met at the Royal Orleans Hotel, New Orleans. From this meeting forward, minutes of board and membership meetings are complete, bylaws are in place (though date of adoption is not known), and the Palmer House Hotel in Chicago is the site of ISRAE annual meetings through 1979. During the December 1962 meeting in New Orleans, a motion to change the name of the organization to American Society of Restaurant Executives was tabled and a committee was appointed to review the bylaws and study the name issue. During 1962 and 1963 there was a considerable discussion concern among members about a trade show rating system introduced by IFMA. SRTAE met in advance of the NRA Board Meeting and Show in May 1963. The Executives Handbook had been revised and was distributed; the group voted to change its name to International Society of Restaurant Association Executives. During the May 1963 NRA Board of Directors Meeting, the NRA Board adopted a new membership concept called “Plan O”. This concept provided “Organizational Membership” in the National Restaurant Association for state and local associations that wished to participate. The program provided a loose affiliation by allowing the participating associations to identify themselves as an Organizational Member of the NRA but did not extend any NRA membership benefits to the participating associations’ members nor did it extend any new voting rights to the associations. Two restaurants were elected to the NRA board for one year to represent those associations participating in Plan O; the President of ISRAE was appointed as an ex-officio member of the NRA Board. In 1964, 39 state and regional restaurant associations had joined Plan O; in 1965 there were 44 Plan O members. ISRAE truly became international at its May 1964 meeting in Chicago when Murray Grigg, Canadian Restaurant Association joined. During 1964 and 1965, ISRAE discussed and ultimately discarded the idea of hiring a part time or full time Executive Director. In May 1965, ISRAE decided to put its banking in Chicago on a permanent basis and to annually re-elect a Treasurer to maintain the records. Bylaws amendments to implement this change were adopted in May 1966.
1949: At the RTAE annual meeting in conjunction with the NRA Convention (Atlantic City), RTAE proposed to NRA that each state association recognized by the NRA have a seat on the NRA Board with the Director selected by the state association. During this meeting, the group also discussed forming a state restaurant executives association (as opposed to an organization for both state and local association executives).
1948: During the annual conference at the NRA Convention (Cleveland), a committee of RTAE members (the group is now known as Restaurant Trade Association Executives) presented a paper to the NRA Board outlining its views in order to “result in closer cooperation and better understanding between the local, state and national associations”. In July newsletters (called “The Executives Recorder”), Robroy Price, formerly executive of the Oklahoma Restaurant Association and a past president of the RTAE, is mentioned as Director, Membership Service of the NRA. In September, several RTAE members met in Chicago with the NRA Board of Directors. Their recommendations were submitted to the Board and several were approved: State presidents and secretaries were to be invited annually to attend the national board meeting; NRA would establish a service department for state and local executives with an NRA staff member in charge of state and local association problems; RTAE members would be appointed to NRA Board committees in an advisory capacity. The Board deferred on a recommendation for “an affiliate plan of membership with NRA”. In December, Robroy Price left the NRA to return to the Oklahoma Restaurant Association.
ISRAE AFTER WORLD WAR II
1935 Missouri; New York
1933 Colorado; Indiana; Iowa; Minnesota; Oklahoma; Wisconsin
1928 Washington State
1920 Ohio; Washington D.C.
1919 National; New Hampshire
COUNCIL OF STATE RESTAURANT ASSOCIATIONS
(As amended on September 22, 2015)
The name of this organization shall be the Council of State Restaurant Associations (Council).
The purpose of the Council shall be to foster and promote the best interests of the state restaurant associations and organizations, and to undertake such programs and services as are lawful and consistent with this purpose. Activities to accomplish this purpose include, but are not limited to:
Providing a medium for the exchange of experiences and opinion through discussion, study, and publications of the following aspects and functions of restaurant trade associations: (a) the proper objectives, functions, and activities of associations; (b) the basic principles of association organization; (c) the legal aspects of association activity; (d) policies relating to association management; and (e) the responsibilities and professional standards of association executives.
Broadening the restaurant industry understanding of the importance of association and promote the purposes and effectiveness of restaurant associations through means consistent with the interest of the public and industry.
Providing a network of cooperation among restaurant association executives and establish and maintain good working relationships with professional and business organizations, governmental officials for the purpose of promoting our industry, our member associations, and the public interest.
Ensuring that state restaurant associations continue to benefit from cooperative and coordinated efforts in membership, education, governmental affairs, and other services and relationships with the National Restaurant Association, the National Restaurant Association Educational Foundation and their affiliated organizations.
Ensuring that membership, educational and other services as well as financial arrangements with the National Restaurant Association, the National Restaurant Association Educational Foundation and their affiliated organizations are beneficial to Council members’ associations and their restaurant members.
Seeking solutions from its stakeholders and develop initiatives to ensure that dual membership agreements and/or any other agreements with the National Restaurant Association, the National Restaurant Association Educational Foundation and their affiliated organizations are beneficial to Council members’ associations.
Facilitating cooperation amongst chief executive officers from state restaurant associations, and the chief executive officers of the National Restaurant Association, the National Restaurant Association Educational Foundation and their affiliated organizations.
Facilitating initiatives to benefit state restaurant associations, the District of Columbia and U. S. Territories.
Investigating and promulgating such other functions consistent with these bylaws as will advance the efficiency and professional standing of the Council’s members.
SECTION 1 - MEMBERSHIP
The membership of the Council of State Restaurant Associations shall be composed of state restaurant trade associations as represented by their professional executives. “State” means any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico and any territory or possession of the United States. A state restaurant association shall not include the National Restaurant Association, the National Restaurant Association Educational Foundation and their affiliated organizations.
SECTION 2 – CLASSES OF MEMBERSHIP
A. Regular Member. A Regular member shall be the State Restaurant Association recognized by the State, as represented by its chief executive officer.
B. Associate Member. Associate membership is a non-voting membership available to other designated staff representatives whose chief executive is a Regular member.
C. Honorary Member. An honorary member is a non-voting membership granted to an individual whose contribution to the restaurant industry is recognized by the Board of Directors in accordance with criteria adopted by the Board of Directors. An honorary member may participate in Council programs and activities as determined by the Board of Directors.
D. Associations. Non-voting membership is available on a non-dues basis to a restaurant related association (other than the National Restaurant Association, the National Restaurant Association Educational Foundation and their affiliated organizations) that offers reciprocal membership rights to this Council. Such members may participate in Council activities as determined by the Board of Directors.
SECTION 3 - ELECTION TO MEMBERSHIP
Written application for membership accompanied by the first year's dues payable in advance shall be submitted to the Executive Vice President. The application shall then be submitted to the Board of Directors for evaluation and recommendation which may approve the application by a majority vote at any regular or special meeting at which a quorum is present or by mail or email ballot.
SECTION 4 - VOTING
A Regular member is entitled to one (1) vote on all matters coming before the Council. The NRA CEO-designated board member shall also be a voting member.
SECTION 5 - TERMINATION OF MEMBERSHIP
The membership of any member may be terminated by the Board of Directors by any of the following methods:
A. Written resignation sent to the Executive Vice President giving at least ten days advance notice of the resignation and upon payment of any delinquent dues, assessments or other obligations to the Council.
B. Non-payment of dues, assessments or other obligations to the Council for a period of ninety days from the date upon which payment was due.
C. Termination of a member by the vote of two-thirds of the entire membership of the Board of Directors at a regular or special meeting. Such termination shall be based on the member's action which is detrimental to the Council. A full statement of the charges shall be served on the member by the Executive Vice President. The member shall be given the opportunity to appear before the Board of Directors at the meeting and shall be given the opportunity to answer the charges made. A written report will be made by the Executive Vice President and approved by the Board of Directors.
No member shall, upon termination of membership by any of the foregoing methods, have any further right or privilege in the affairs or property of the Council.
This Council shall refrain from taking any position or recommending any action on such issues as clearly fall solely within the purview of individual associations. Any actions taken shall be in the context of a consensus of individual professional opinions and is in no way binding upon the associations which the members represent.
Board of Directors
SECTION 1 - AUTHORITY
The Board of Directors shall have supervision, control and direction of the affairs of the Council.
SECTION 2 - COMPOSITION
The Board of Directors shall consist of fifteen (15) people: thirteen (13) elected members, including the four (4) elected officers, one (1) member appointed by the CEO of the National Restaurant Association, and one (1) CSRA Executive Vice President who will serve as a non-voting member. Once elected as an officer, the elected officers will proceed through the officer chairs without having to stand for election to the next officer position or for reelection as a board member. The directors shall be Regular members, except for the member appointed by the CEO of the National Restaurant Association and the CSRA Executive Vice President. The election of Regular members to the Board of Directors shall be for annual terms not to exceed three (3) years. The immediate past president shall be a voting member of the Board of Directors.
SECTION 3 - MEETINGS
The Board of Directors shall have a meeting at the time of the annual meeting, upon the call of the President at such times and places as he or she designates, and shall be called to meet upon the request of a majority of its members.
SECTION 4 - QUORUM
A majority of the members of the Board of Directors who are entitled to vote and are present at a meeting shall constitute a quorum, and the vote of at least a majority of those present shall constitute action by the Board of Directors except as otherwise may be required by law.
SECTION 5 - ELECTION
Elections shall be held by mail or electronic mail. All Regular members shall be entitled to vote. Those nominees receiving the largest number of votes for the vacancies to be filled shall be declared elected. Ties shall be decided by lot.
SECTION 6 – TERM OF OFFICE
The term of service for a Regular member elected to the Board of Directors, unless filling an unexpired term, shall be three (3) years. The term of service for the NRA Representative shall be one (1) year, or until such time as that individual is replaced by the National Restaurant Association CEO.
SECTION 7 - RE-ELECTION
A director may be re-elected to one (1) additional three (3) year term. The National Restaurant Association Representative may be reappointed by the National Restaurant Association CEO an unlimited number of times.
SECTION 8 - RESIGNATION
A Director may resign at any time by giving written notice to the President or the Executive Vice President. A Director may be removed from office at any time for good cause by a vote at a meeting of at least two-thirds of the Directors then in office.
SECTION 9 - VACANCIES
Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by a successor director who shall serve out the unexpired term and shall be elected by the Board at any meeting of the Board, or by email or mail ballot. A vacancy for the director position of the National Restaurant Association Representative which occurs by the death, resignation, or otherwise shall be filled by the National Restaurant Association CEO.
SECTION 1 - ELECTIVE OFFICERS
The officers of the Council shall be the immediate past president, president, vice president, and a secretary-treasurer. The officers shall be Regular members, the President having been a Regular member of the Council, for at least three (3) consecutive years prior to assuming that office. The elected officers shall be called the “Executive Committee.” Officers who resign during their term as an Officer, or who proceed through all of the four officer levels, shall not be eligible to serve on the Council Board of Directors until one (1) calendar year has elapsed after their service.
SECTION 2 -TERM OF OFFICE
Each officer shall be elected to a one year term for the next immediate officer level by the Board of Directors at a meeting of the Board of Directors if such officer is qualified to continue to serve as an officer in every other respect. The order of progression is: Secretary-Treasurer to Vice President; Vice President to President; and President to Immediate Past President.
SECTION 3 - VACANCIES
Vacancies on the Executive Committee shall be filled for the balance of the term according to the order of progression in Section 2 of Article VI. In the case of a vacancy for the Secretary-Treasurer position, the vacancy shall be filled by a vote of the Board of Directors via mail or electronic mail or at any regular or special meeting.
SECTION 4 – IMMEDIATE PAST PRESIDENT
The immediate past president shall be allowed to vote as a board member and as an Executive Committee member, and shall act as an advisor to the Executive Committee and Board of Directors.
SECTION 4 - PRESIDENT
The president shall be the principal officer and shall preside at meetings of the Council and of the Board of Directors, and shall be an ex-officio, non-voting member of all committees. He or she shall also, at the annual meeting of the Council and at such other times as he or she shall deem proper, communicate to the Council or the Board of Directors such matters and make such suggestions as may in his or her opinion tend to promote the welfare and increase the usefulness of the Council, and shall perform such other duties as are necessarily incident to the office or as may be prescribed by the Board of Directors.
SECTION 5 – VICE PRESIDENT
The vice president is empowered to perform the duties of the president, in the event of the president’s temporary disability or absence from meetings, and shall have such other duties as the president or the Board may assign.
SECTION 6 - SECRETARY-TREASURER
The secretary-treasurer shall perform the duties in accordance with the duties and responsibilities usually incumbent upon the office.
SECTION 7 - RE-ELECTION
The immediate past president, president, vice president, or the secretary-treasurer, having served a full calendar year term, shall not be eligible for re-election to the same office until at least one calendar year shall have elapsed. However, in the case of a vacancy in an Officer position, a former immediate past president may be selected and shall be eligible to serve in that same capacity.
SECTION 8 - ASSUMPTION OF OFFICE
Elected officers shall assume office on the January 1st following their election, or at the conclusion of the mail or electronic mail meeting of the Board of Directors at which such elections are held in the case of a vacancy election.
SECTION 1 - EXECUTIVE COMMITTEE
The Executive Committee shall consist of the immediate past president, president, vice president, and secretary-treasurer of the Council, and may exercise all the powers of the Board of Directors between meetings thereof as permitted by law. The president shall chair the Executive Committee and a majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. The act of a majority of the members of the Executive Committee then in office shall be the act of the Board of Directors of the Council. The membership shall be notified of any actions taken by the Executive Committee on behalf of the Board of Directors within thirty (30) days.
SECTION 2 - COMMITTEES
The Board of Directors shall annually appoint such special or subcommittees as may be required by the bylaws or as may be necessary. These committees may be called “Task Force” or “Workgroup.”
SECTION 3 - FINANCE COMMITTEE
The Finance Committee shall consist of the president, president-elect, secretary-treasurer, and two (2) other members appointed by the president and approved by the Board of Directors. The vice president shall serve as chairman of the finance committee. The committee shall counsel with the Executive Vice President on the annual budget of the Council and prepare a proposed annual budget for the submission to and approval by the Board of Directors. A report of the financial statements and the receipts and disbursements of the Council shall be prepared annually by a certified public accountant engaged by the Board of Directors and at such other times that may be directed by the Executive Committee or Board of Directors at the expense of the Council. The committee may perform such other duties in connection with the finances of the Council as the Executive Committee or Board of Directors may determine from time to time.
SECTION 4 – NOMINATING COMMITTEE
A Nominating Committee of up to five (5) Regular members shall be appointed by the President and shall be announced to the membership at least thirty (30) days prior to the date on which elections will be held. The Nominating Committee shall invite suggestions from the membership for the office of secretary-treasurer, for any vacancies, and for board positions for individuals whose terms are expiring. The report of the Nominating Committee shall present a slate of qualified candidates to the Council membership at least ten (10) days before the date on which elections will be held. The Nominating Committee will set a deadline for ballots to be returned for the election. The Nominating Committee may meet in person or via electronic mail.
Executive Vice President
SECTION 1 – SELECTION, HIRE AND TERMINATION
The Executive Vice President shall be selected and hired by the Board of Directors. The Executive Vice President shall not be a member of the Council and will be compensated for services by the Council in such a manner and in such amounts as the Board of Directors may determine. The Board of Directors shall have the ability to terminate the employment of the Executive Vice President.
SECTION 2 - DUTIES
The Executive Vice President shall be responsible for the conduct, control and direction of the headquarters of the Council, performing duties as may be assigned by the Executive Committee or Board of Directors, and shall report to them. The Council President, in consultation with the Executive Committee, shall have direct supervision of the Executive Vice President. The Executive Vice President shall comply with the duties contained in the Executive Vice President Position Description approved by the Council Board of Directors.
SECTION 3 - FINANCIAL
The Executive Vice President shall receive all monies paid or payable to the Council, including membership dues and assessments, and shall deposit the monies of the Council in such bank accounts, and may make disbursements therefrom for the Council purposes, as may be authorized by the Board of Directors.
SECTION 4 - RECORDS
All books, documents and papers of the Council shall be in the custody and control of the Executive Vice President.
SECTION 1 -ANNUAL MEETING
The Annual Meeting of the Council shall be held at a place and date designated by the Board of Directors.
SECTION 2 - OTHER MEETINGS
Other meetings may be held at such time and place as shall be designated by the Board of Directors. The business to be transacted at such meeting shall be stated in the notice thereof and no other business may be considered at that time.
SECTION 3 - QUORUM
Ten percent of the Regular members in good standing shall constitute a quorum at all membership meetings for the transaction of business. If a quorum is not present at any meeting, then a majority of the members may adjourn the meeting from time to time as may be necessary.
SECTION 4 - RULES OF ORDER
Including meetings of the Board of Directors and the Executive Committee, all meetings shall be governed by Robert’s Rules of Order, revised edition.
SECTION 5 – ELECTRONIC MAIL OR TELEPHONE CONFERENCE MEETINGS
Any meeting of the Council, the Board of Directors, the Executive Committee or any committee may be held and action taken through the use of electronic mail or telephone conference or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Notice of Meetings and Waiver
The Executive Vice President shall send written notice of all meetings of the Council within a reasonable time in advance of the meeting to the members entitled to attend such meeting. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting by a person shall constitute a waiver of notice, except where attendance is solely to object to a lack of notice of the meeting.
Dues and Assessments
Annual dues shall be determined by the Board of Directors from time to time. Special assessments necessary to carry out the purpose of the Council shall be approved by the Board of Directors. Notice of any change in the annual dues or assessments shall be sent to the members of the Board of Directors by the Executive Vice President in advance of the next scheduled meeting of the Board of Directors.
Indemnification of Officers and Directors
SECTION 1. INDEMINIFICATION – GOOD FAITH
The Council shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Council) by reason of the fact that such person is or was a director, officer, employee or agent of the Council, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Council, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or is equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Council, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 2. NEGLIGENCE AND MISCONDUCT
The Council shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Council to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Council, or is or was serving at the request of the Council, as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Council and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Council unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper.
SECTION 3. ACTUAL EXPENSES
To the extent that a director, officer, employee or agent of a Council, has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.
SECTION 4. STANDARD OF CONDUCT
Any indemnification under section 1 and 2 shall be made by the Council only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.
SECTION 5. ADVANCE EXPENSES
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Council in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Council as authorized in this article.
SECTION 6. EXCLUSIVITY
The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. INSURANCE
The Council shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Council or is or was serving at the request of another Association, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in an such capacity, or arising out of his or her status as such, whether or not the Council would have the power to indemnify such person against such liability under the provisions of these sections.
The fiscal year shall commence on the first day of January and shall end on the last day of December.
The Council shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Council. On dissolution of the Council any funds remaining shall be contributed to an exempt purpose which is consistent with the purpose of the Council.
These bylaws may be amended, repealed, or altered, in whole or in part by majority vote of the Board of Directors via mail or electronic mail or at any regular or special meeting of the Board, provided written notice of such proposed alteration, amendment, or repeal shall have been sent to members of the Board of Directors at least thirty (30) days in advance of the amendments being adopted.