VCA Upcoming Events


Monday, April 14
3:00 PM
Membership Meeting at S. Wallace Edwards and Sons/Red Barn Berkshires Surry, VA

Tuesday, May 20
3:00 PM
Membership Meeting
VIMS Seafood Symposium

Monday, June 9
3:00 PM
Peformance Food Group Virginia,
Richmond, VA

View All Events >

 
Email Newsletter icon, E-mail Newsletter icon, Email List icon, E-mail List icon Sign up for our Email Newsletter
Please enter your email address below and click on GO.
 
Virginia Chefs Appreciate their Associate and Allied Members
 
 
VCA Apprenticeship Program

The American Culinary Federation apprenticeship training program has been designed to provide future culinarians entering the workplace with comprehensive training in the practical and theoretical aspects of work required in a highly skilled profession.

Read More >

 
VCA Document Archives

Now you can review the minutes of past VCA meetings or past issues of our VCA newsletter, "The Stockpot".

View Now >

 
 
 

Virginia Chefs Association Bylaws

VCA Mission Statement

The purpose of The Virginia Chef’s Association, a member of the American Culinary Federation, as a non-profit organization of Culinary professionals, is to encourage and promote an atmosphere of comradery and goodwill through monthly educational seminars, demonstrations, and lectures.

This association encourages the development and advancement of the Culinary Arts within our organization and the community. The Virginia Chef’s Association will accept as its responsibility; a commitment to extend and expand its knowledge and experience to all levels of Culinary professionals; who have an interest in the Culinary Arts profession by up holding the American Culinary Federation’s Code of ethics, without bias to anyone based on national origin, race, sex, age, religion, or creed.

VCA Constitution and Bylaws
 

Article I - NAME

The name of the corporation is AMERICAN CULINARY FEDERATION, VIRGINIA CHEFS ASSOCIATION

 

Article II - MEMBERSHIP

Section 1. ELIGIBILITY

Membership shall be open to Culinarians and other individuals engaged in the culinary profession and allied employment who meet the requirements set forth in Section 2. Culinarians refers to professional chefs, cooks and bakers engaged in (i) food and beverage planning, preparation, service or supervision in commercial kitchens, hotels, clubs, restaurants, schools and other institutions; (ii) culinary education; (iii) culinary research, development or testing; or (iv) other culinary employment.

Section 2. CATEGORIES OF MEMBERSHIP

There shall be nine categories of membership as follows:

A. Junior Culinarian. A Junior Culinarian shall be a high school student between 16 and 18 years of age.

B. Student Culinarian. A Student Culinarian shall be a person that is involved in the culinary profession and has fewer than two years work experience at the time of joining. A Student Culinarian shall be a student enrolled in a post-secondary culinary education program, or a registered apprentice as defined by the ACF apprenticeship training program. A Student Culinarian membership shall be subject to a lifetime limit off our years.

C. Culinarians. Culinarians shall be individuals including line cooks, bakers, pastry cooks or other culinarians not involved in the management or supervision oft he respective property with a minimum of 6 months full time employment. A Culinarian shall be pursuing on-the-job training and experience necessary to advance to the membership level of Professional Culinarian. A Culinarian membership shall be subject to a lifetime limit of five years.

D. Professional Culinarians. A Professional Culinarian shall be a person with at least three years full-time employment in the culinary profession. This membership category shall include all National Honorary and National Life Members.

E. Senior Professional Culinarians. A Senior Professional Member shall be a person at least 65 years of age, retired from employment and who shall have been an ACF Professional Culinarian Member for a minimum of ten (10) consecutive years at the time of retirement. Regardless of age, a member with at least seven (7) years tenure in any category who is permanently and totally disabled from culinary employment shall be eligible for Life Senior Professional Culinarian membership.

F. Associate Member. An Associate Member shall be a representative of a group, company or corporation providing products or services to the culinary profession.

G. Allied Member. An Allied Member shall be a person employed in a field related to the culinary profession, such as dietetics, home economists, food stylists, etc., who does not qualify at any level of professional membership of the ACF. Additionally, any person who wishes to support and promote the ACF and culinary profession may become an Allied Member.

H. Culinary Enthusiast Member. A Culinary Enthusiast Members shall be a person of the general non-food professional community that has a passion for the culinary arts.

I. National Member. The National Membership Category may include all levels of membership as defined and stated in the ACF Bylaws. This category is designated for potential members that are located overseas and cannot take advantage of attending a chapter meeting/function. National Membership within the United States shall be designated "National Membership Status." Chapter membership is encouraged over National membership whenever possible. A National Member shall have all voting privileges as reflective of his or her membership level and shall be eligible to vote only in the National election.

Notwithstanding the provisions of Subsections A through I above, members who belong to the National or International Chapters shall not be eligible to serve as national officers or at-large directors, or to vote in regional elections.

Section 3. CHAPTER MEMBERSHIP
All local chapter memberships must fall into one of the membership categories listed in Section 2 of this Article II. No other membership categories shall be recognized. Members must maintain their chapter membership in order for their national membership to remain in good standing. However, this requirement shall not apply to National Honorary, National Life and International Members, and shall not be construed to prevent members from transferring chapters.
Section 4. NATIONAL ACF MEMBERSHIP

All application for ACF membership must be forwarded by the local chapter to the ACF national office for approval. Approval will be based exclusively upon conformance by the applicant with the established ACF membership criteria and procedures. In the event the ACF rejects an application, it shall also be deemed rejected for the purpose of chapter and national membership and the rejected applicant shall not be considered a member of the ACF local chapter or national for any purpose.

Section 5. PROPERTY MEMBER

Property Members shall include all specific categories of Junior Culinarian, Student Culinarian, Culinarian or Professional Culinarian. A Property Membership shall allow a property to maintain a consistent culinary membership presence reflective upon employment within the Culinary/Food and Beverage department of said property.
The individual member shall remain a Property Member as long as he or she is employed by that property. If the individual member's employment ends before the property anniversary date, they shall have the option of becoming an individual member within their respective category by paying a full year' s dues.

Property Members who are not a member of the local or national chapter are not eligible to vote in regional or national elections nor hold regional or national office.
Individual Members shall be encouraged to join the local chapter of their choice. A Property Member shall not be authorized to form its own chapter.

If an individual property member is also a member of a local chapter, such individual member shall have regional and national voting rights. If such individual member chooses to join the national chapter, such individual member shall have national voting rights.

Section 6. VOTING RIGHTS

Only Culinarians, Professional Culinarians and Senior Professional Culinarians shall have voting rights.

Section 7. MEMBERSHIP OBLIGATIONS

As a condition of membership, all members shall be bound and abide by the ACF Bylaws, policies and procedures, as amended from time to time, including without limitation, the Culinarians Code and the ACF rules governing Unethical Conduct, the procedure for joining the ACF, and termination and suspension of membership.

Article III - DIRECTORS AND OFFICERS

Section 1. BOARD OF DIRECTORS

The Board of Directors shall oversee the affairs and operations necessary to carry out the purpose of the corporation. A quorum of the Board shall be three (3) directors. A majority vote of the Board at a meeting when a quorum is present shall be the decision of the Board. The Board shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the affairs of the corporation, as they deem proper, not inconsistent with these Bylaws and the laws of the Commonwealth of Virginia.

A. Number; Appointment; and Term. There shall be a minimum of five (5) Directors consisting of the President, Immediate Past President, Vice President, Secretary and Treasurer, and all past Presidents of the corporation. The term of each of the directors serving as officers shall coincide with their term of office as an Officer. The term of each director who is a past President shall continue until such past President resigns, dies or is removed.

B. Officers; Election and Term. The Officers of the corporation shall be a President, Vice President, Secretary and Treasurer. The Officers shall be elected by the Members at the Annual Meeting of the corporation. The candidate receiving the greatest number of votes for each office shall be declared elected. All Officers shall serve for a term of two years and until their respective successors are elected.

C. Duties of Officers.

  1. President. The President shall preside at all meetings of the corporation and the Board of Directors; adhere to parliamentary procedures; follow the Bylaws; and perform all duties as are incident to his/her office. The President shall sign, with the Treasurer, any contracts, notes, deeds, or other instruments as approved by the Board. The President shall preside at all meetings of the Board and shall perform such other duties as are incident to his/her office or are properly required of him/her The President attends the regional and national conventions; serves as spokesperson for the corporation; manages the business of the corporation and sees that all orders and resolutions are carried into effect.
  2. Vice President. The Vice President shall assist the President and exercise the authority of the President in his/her absence or refusal or inability to act. He/She shall perform such other duties as may be assigned to him/her by the President or Board.
  3. Secretary. The Secretary attends all meetings of the corporation and the Board of Directors; records and distributes copies of the minutes of the meetings of the Board and the membership, maintains records of members and dues, mails notices of meetings, notifies ACF about new officers and members and address changes, and maintains such other records as may be required of him/her by the Board. The Secretary shall have custody of the books, papers, files and records of the corporation. The Secretary shall transfer all books, papers, minutes, files and other property of the corporation to his/her successor within two (2) weeks after the end of his/her term of office.
  4. Treasurer. The Treasurer shall keep full and accurate financial records for the corporation. The Treasurer shall pay all expenses that have been approved by the Board. He/She shall deposit, or cause to be deposited, in the corporation's bank account, all monies received by the corporation. The Treasurer shall prepare a monthly report on the corporation's finances and provide written or verbal financial reports of income and disbursements at all meetings. The Treasurer is authorized to sign checks and is authorized to sign, with the President, any contracts, notes, deeds or other instruments approved by the Board.

D. Meetings of the Board. The Board shall meet on a regular basis to review and evaluate the affairs of the corporation. Board members may participate in such meetings by any means of communication by which all Board members participating in the meeting may simultaneously hear each other during the meeting. A person participating in a meeting by this means is deemed present at the meeting.

E. Vacancies. Any vacancies occurring among the Officers during the year shall be filled by a vote of the Members at a meeting called for that purpose. The nominating process and election shall be the same as that used for the Annual Meeting.

F. Removal. Any Officer or Director may be removed summarily, with or without cause, at any time, by the vote of two-thirds of all of the Members.

Article IV - COMMITTEES

The Board of Directors may establish such committees as it deems necessary to carry out its affairs; establish committee charters as it deems necessary; and appoint committee members. The President shall have authority to appoint committee chairs and shall have the power to remove any person or persons from a committee.

Article V - MEETINGS OF MEMBERS

Section 1. ANNUAL MEETING

The last meeting of the year shall be the Annual Meeting. The Officers shall report to the Members at the Annual Meeting and Members shall elect Officers at the Annual Meeting. The corporation may transact such other business which comes before the corporation at the Annual Meeting.

Section 2. SPECIAL MEETINGS

Special Meetings of the Members may be called by the President, and shall be called by the Secretary upon the receipt of a written request signed by a majority of the Members.

Section 3. NOTICE

Notice of the Annual Meeting and any Special Meeting shall be sent to each Member by mail or electronic transmission at least ten (10) days and not more than sixty (60) days before the meeting.

Article VI - INDEMNIFICATION AND INSURANCE

Section 1. INDEMNIFICATION

A. The corporation 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, including an action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he/she is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in the manner he/she reasonably believed to be in or not opposed to the best interest of the corporation. The termination of any action, suit or proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not act in good faith and in the manner he/she reasonably believed to be in or not opposed to the best interests of the corporation.

B. Notwithstanding the provision of Section 1 (A) of this Article V, no indemnification shall be made in violation of any provision of the Internal Revenue Code or of the Virginia Nonstock corporation Act or in an action or suit by or in the right of the corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his/her duty to the corporation, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

C. To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (A) and (B) of this Article V, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expense, including attorneys' fees, actually and reasonably incurred by him/her in connection therewith.

D. Any indemnification under Sections I (A) and (B) of this Article V, unless ordered by court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of any such person is proper in the circumstances because he/she has met the applicable standard of conduct set forth in such Sections 1 (A) and (B). Such determination shall be made either (i) 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 (ii) 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. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel.

E. Expenses incurred in defending any action, suit or proceeding, whether civil, administrative or investigative, may be paid by the corporation in advance of the final disposition of such action, suit or proceeding authorized in the manner provided in Section 1 (D) of this Article V, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the corporation as authorized in this Article V.

F. For purposes of this Article V, every reference to Director or Officer shall include former directors or officers, and their respective heirs, executors and administrators. The right of indemnification hereby provided shall not be exclusive of any other rights to which any Director or Officer may be entitled, including any right under policies of insurance that may be purchased and maintained by the corporation or others, with respect to claims, issues or matters in relation to which the corporation would not have the power to indemnify such Director or Officer under the provisions of this Article V.

Section 2. INSURANCE

The Board of Directors may purchase and maintain on behalf of the corporation, insurance against all liabilities or losses it may sustain in consequence of the indemnification provided for in this Article V, in such amounts and on such terms and conditions as the Board may deem reasonable. The Board of Directors may purchase such other insurance for the corporation as the Board determines is in the best interest of the corporation.

Article VII - GENERAL PROVISIONS

Section 1. CALENDAR

The fiscal year of the corporation shall begin on January 1 and end on December 31 in each year.

Section 2. AMENDMENTS

Approval of any amendment to these Bylaws shall require the approval of a majority of the Directors at a meeting at which a quorum is present.

Section 3. PARLIAMENTARY RULES

Procedures for the conduct of all meetings shall be in accordance with Robert's Rules of Order, Revised, or such other parliamentary procedures as adopted by the Board.

Article VIII - DISSOLUTION

The corporation may be dissolved upon the approval of two-thirds (2/3) of all of the Members in compliance with the provisions of Va. Code Ann. § 13.1-902 or any amendment. In the event of the dissolution of the corporation, whether voluntary or involuntary or by operation of law, none of the assets of the corporation shall be distributed to any director, member or officer, but after payment of all lawful debts of the corporation, its property and assets shall be given to a charitable organization or organizations.

 
Top of Page
 
RFEC RFEC