GLOBAL FOOD TOURISM ASSOCIATION MEMBER CODE OF CONDUCTOnline Community Access Agreement The GFTA online community is presented for the purpose of connecting the Association members, sharing information and creating a peer-to-peer forum for the discussion of issues relating to the Industry. By joining the GFTA online community, you agree that you have read and will follow the rules, terms and conditions set forth below and approved by the Board in this Online Community Access Agreement. This Community Access Agreement governs your participation in and use of the Community. The rules, terms and conditions set forth below in this Community Access Agreement (collectively referred to as the “Rules”) apply to all members of the Association's Community (participants, you, or users) and constitute a binding, legal agreement between you, the Association Community and Forum, and its agents and assigns. In order to preserve a climate that encourages both civil and fruitful dialogue, the Association and its Officers and Board reserve the right to suspend or terminate participation in the online Community, or from the Association, for anyone who violates these Rules. The Member Code of Conduct will continue to change and evolve with feedback from Association Members with the focus on creating open, honest, and civil discussion.
Rules GFTA online Community participants must adhere to the following rules: The Association has made the Community available to participants for the purpose of providing a communication portal for the discussion of issues important to Members involved in the Industry. The Association is making the Community available to participants for educational and informational purposes only. Community participants must rely solely on their own judgment with respect to all issues discussed. The Association Forum does not approve or endorse any specific practices that may be mentioned on the Community.The Association Forum makes no representations or warranties regarding the experience, qualifications or information provided by Community participants or otherwise provided using the Community. Information posted on the Community will not be treated as confidential and, therefore, should not disclose any highly confidential, proprietary, or otherwise sensitive business or other information. Any information posted on the Community may be downloaded, reproduced, and disseminated. Users acknowledge and agree that they (i) will not have any copyright or other property rights in or to information that they (or others) post on the Community; (ii) specifically waive any such property rights; and (iii) hereby grant all users a license to use (including the right to publish) all information posted by them on the Community. Users are prohibited from using the Community to communicate in a manner that may violate national, federal, regional or state laws. Discussion topics are not to be relied on as specific advice, and such responses are not intended to constitute practice guidelines or advice. Users should exercise both common sense, respect and courtesy in the messages they transmit on the Community, whether in public or direct/private communications, and may not use the Community to transmit defamatory, obscene, slanderous and otherwise offensive communications, including directly against Member(s) and/or Non-Member(s), Officer(s) and/or the Board. If you find inappropriate content or that violates the Member Code of Conduct, please report it to a Board Member or Association Officer. While the administrators of this Community will attempt to remove or edit any objectionable material quickly, it is impossible to review every message, so Member assistance is appreciated. Please do not start a debate by responding to questionable or inappropriate content. Users may not post or distribute files, articles or other information subject to trademark, copyright, or other proprietary rights, except with the express consent of the owner of the rights. Users must respect the security of the Community and may not attempt to gain access or provide access to areas private to the Association Forum or the Community. Users are prohibited from using the Community for any purpose that may be illegal. For example, the Community may not be used to solicit or disseminate information having to do with, or to conduct any activity relating to, illegal drugs, pornography, gambling, spreading computer viruses, software infringement, trafficking in credit card codes, price-fixing, illegal boycotts, or other crimes. The Community may not be used in a manner that violates applicable national, regional, federal, state and/or local laws, the Association bylaws or any other policies, procedures, rules, or regulations of the Association Forum or Community. The Association Forum will deny access to the Community to any individual who has not agreed to the terms of these Rules and reserves the right, in its sole discretion, to (i) remove any postings or other content that is not consistent with these Rules; and (ii) suspend or terminate access to the Community or Membership for violations of these Rules or for otherwise acting in a manner contrary to the interests of the Association Forum. The Member Code of Conduct has been approved by the Advisory Board.
Disclaimer The views expressed on the Community are those of the individual contributors. They do not and should not be construed as representing the views of the Association Forum. The Association Forum makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information posted on the Community, whether posted by the Association Forum or any third party, and the Association Forum assumes no responsibility or liability regarding the use or misuse of such information for any purpose. The Association Forum disclaims any responsibility to maintain copies of any information posted on the Community or to assure that such information is deleted. Unless specifically stated otherwise, the Association Forum does not endorse, approve, recommend, or certify any information, advice, guidance, product, process, service or organization presented or mentioned on the Community, and information from the Community should not be referenced in any way to imply such approval or endorsement. NEVERTHELESS, THE ASSOCIATION FORUM RETAINS THE RIGHT TO MONITOR POSTED INFORMATION AND REMOVE MESSAGES OR MATERIALS THAT IT BELIEVES DO NOT COMPLY WITH THE TERMS OF THESE RULES.
Release The Rules include a legally binding release, waiver, discharge, and covenant not to sue (collectively, Release), made voluntarily by you, on your own behalf, and on behalf of your heirs, executors, administrators, legal representatives, and assigns (collectively, Releasor or you) to the Association Forum. As the Releasor, you fully recognize that the Association Forum does not require you to participate in or utilize the Community. With informed consent, and for valuable consideration received, including access to the Community, as the Releasor, you agree to assume and take on yourself all of the risks and responsibilities in any way arising from or associated with the Community and any materials, information, guidance, or advice contained or posted on or to the Community, and you release the Association Forum and its affiliates, members, committees, board, officers, directors, legal representatives, employees, agents, administrators, assigns, and contractors (collectively, Releasees), from any and all claims, demands, suits, judgments, damages, actions, and liabilities of every name and nature whatsoever, whenever occurring, whether known or unknown, contingent or fixed, at law or in equity, that you may suffer at any time arising from or in connection with the Community, your acts or omissions, or information you transmit in connection with your participation in use of the Community, and the materials, information, guidance, or advice contained on the Community, including any injury or harm to others (collectively, Liabilities), and you agree to defend, indemnify, and hold Releases harmless from and against any and all Liabilities. As the Releasor, you recognize that this Release means that you are giving up, among other things, all rights to sue Releasees for injuries, damages, or losses that you may incur. You also understand that this Release binds your heirs, executors, administrators, legal representatives, and assigns, as well as yourself.
Choice of Law These Rules shall be governed in all respects by the laws of the State of Illinois, United States of America, exclusive of its choice of law or conflict of laws provisions. In addition, users consent to be subject to the exclusive personal jurisdiction of the state courts located in Cook County, Illinois or the United States District Court for the Northern District of Illinois, whichever has jurisdiction, and waive any jurisdictional, venue, or inconvenient forum objections to such court in the event of any dispute between the parties.
Amendments The Association Forum reserves the right to modify or change the terms of these Rules as it determines from time to time in the best interests of the Association Forum, provided that all Community users are notified prior to any such change. Use of the Community constitutes the user’s continuing agreement to be bound by these Rules, as amended from time to time.
Acceptance of Rules By joining the Community, you (i) represent and warrant that you have read these Rules, including, without limitation the terms of the Release set forth above; (ii) fully understand the terms of these Rules (including, without limitation, the Release included herein) and acknowledge that you have had the opportunity to review these Rules (including, without limitation, the terms of the Release) with an attorney of your choosing if you so desire; and (iii) agree to be legally bound by the terms of these Rules.
BYLAWS OF GLOBAL FOOD TOURISM ASSOCIATIONBYLAWSArticle I NAME The name of this organization shall be Global Food Tourism Association, an Illinois corporation, hereinafter referred to as the Association. The Association’s primary focus is on the industry of operators and providers of food, culinary and beverage tourism and in-destination events, tours and experiences, hereinafter referred to as the Industry. Article II PRINCIPAL OFFICES Section 1. Principal Office. The Association’s principal office shall be located at such place as the Board of Directors (the Board or Advisory Board) shall from time to time determine. The Advisory Board is granted full power and authority to change the location of the Association’s principal office. Section 2. Other Offices. The Board or the Executive Director may at any time establish branch or subordinate offices at any place where the Association is qualified to do business. Article III PURPOSE AND OBJECTIVES Section 1. Purpose. The purpose of the Association shall be to benefit the membership by fulfilling its mission statement and objectives. Section 2. Objectives. The objectives of the Association are as follows: (A) To create education and connection opportunities for Association members and participants. (B) To help those in the food tourism industry make better business decisions. (C) To advance awareness of the food tourism industry and its trends. (D) To advocate on behalf of the food tourism industry in a manner consistent with the resources of the Association. (E) To ensure food tourism professionals thrive via a global community available to answer every question that Association members have. The Association shall not form or enter into any agreement, understanding, combination or any other form of action designed to limit production, fix prices, suppress competition, nor in any other manner restrain or monopolize trade or commerce, nor shall the Association engage in any other act or acts which are in violation of state and federal laws. Article IV MEMBERSHIP Section 1. Category. There is one class of membership to the Association: (1) Business Members Section 2. Qualification. The qualification for the member class shall be as follows 1. Business Membership. A representative from each Business or Provider, as defined below, shall be eligible for Individual Business Membership. (A) Any Provider, who in the opinion of the Board, is in sympathy with, loyal to, and adheres to the purposes of the Association, complies with all the provisions of the Bylaws and complies with the Standards of Business Practices, as adopted by the Association, and provides the services defined in this paragraph shall be eligible for Business Membership in the Association. A Provider shall mean any sole proprietorship, partnership, corporation, or other business entity, holding common financial interest, which operates in the Industry and whose primary business is to provide an in-destination tourism event or experience to an end-user client. Further, such Provider, in the performance of such services, has a direct financial relationship with the end-user client, strives to compete fairly and comply with all applicable rules, regulations, ordinances, or laws. When a company operates under one name and/or operates multiple affiliated businesses, even if each city or location is represented by a separate legal entity, such company will be considered a single Provider under the definitions herein and all such affiliated businesses shall be combined to determine such Providers dues. The Provider shall designate the Member on its membership application. In the event the owner or manager of a Provider shall change, the new owner or manager shall submit a change of contact for the voting member to the association via the email address posted under Contact Us on www.globalfoodtourism.com. Section 3. Membership Procedure. Election to membership in the Association shall be as follows: (A) Any Provider meeting the definition of Provider in Section 2A, may join the association by submitting or registering their company information and establishing a form of dues payment at www.globalfoodtourism.com .The Association will review each new member to ensure that the Provider criteria is met. (B) Any business, consultant, organization, or person eligible for Business Membership in the Association may join the association by submitting their company information and establishing a form of dues payment at www.globalfoodtourism.com. The Association will review each new member to ensure that the criteria is met. Section 4. Removal. Members may be removed from association membership by two-thirds vote of the Board. For removal for any reason other than nonpayment of dues, removal shall occur only after the member complained against has received written notice of the complaint and has been given reasonable opportunity to respond. Such member shall have the right to request a full hearing before the Board. The Board shall have the discretion to order the removal, suspension or discipline of such member. The decision of the Board shall be final and binding. Section 5. Reinstatement. Any former member (either resigned or expelled) desiring reinstatement must make application in the same manner as a new applicant. The application for reinstatement shall not be approved except upon condition of payment of all amounts of past due obligations (if any) to the Association and any reinstatement fee set as policy by the Board. Section 6. Resignation. Any member may terminate membership by logging into their account at www.globalfoodtourism.com and cancelling their subscription, or by sending in written notice thereof. Such resignation shall not entitle the member to any refund of dues paid. Article V MEETING OF BOARD AND MEMBERS Section 1. Annual Business Meeting and/or Conference Event(s). The Annual Business Meeting or Conference Event(s) of the Association shall be held at such place and on such dates as may be determined by the Board. Section 2. Notice of Meetings or Conference Event(s). Written notice of any Annual Business Meeting or Conference or Special Business Meeting of the Association shall be emailed to the last known email address of each Member not less than thirty (30) days before the date of the meeting and shall include notice of any business items to be discussed on during any such meeting or conference. Section 3. Participation. Participation in the Annual Business Meeting or Conference and any Special Business Meetings of the Association shall be open to all employees of any member Provider, to management, and Advisory Board Officers of the Association. The Board may approve other individuals to attend the Business Meetings or Conferences when their expertise may be required to address certain technical, business, financial, or legal matters regarding the operations of the Association. Section 4. Cancellation of Meetings. The Board may cancel any annual Meetings or Conference or Special Business Meeting for cause. In the event of cancellation of the Annual Business Meeting, notices shall be sent to the membership via email. Section 5. Action by Written Consent. Any action required or permitted to be taken by the Members may be taken without a meeting, if the Members shall consent in writing or by electronic means to the action.
Article VI DUES Section 1. Dues. Dues for membership shall be established by the Association. The membership term shall be determined by the Association. Dues shall be payable with membership initiation. Membership dues are nonrefundable. Section 2. Delinquency and Termination. Any member Provider of the Association which has been notified by electronic means of expiration of its membership and which has not paid its dues prior to expiration of its membership shall be considered delinquent, and the membership shall be terminated and all rights, privileges, and Association services shall be suspended. Section 3. Default or Nonpayment of Dues. Failure of a member to comply with these Bylaws or the Standards of Business Practices shall constitute a default of such member’s membership. A default other than payment, shall constitute sufficient cause for expulsion from the Association when, in the opinion of the Board, such action is justified. Article VII OFFICERS Section 1. Officers. The Officer(s) of the Association shall be an Executive Director, whom shall receive no salary or direct compensation for his or her role, and Membership Director. Article VIII DUTIES OF OFFICERS Section 1. The Executive Director shall preside at all regular meetings of the Association, as well as meetings of the Board, and shall exercise general supervision over the interests and welfare of the Association. The Executive Director may call special meetings of the Board. The Executive Director shall be an ex-officio member of all committees. The Executive Director can be responsible for financial oversight, review and expense approval and check-signing. Section 2. The Membership Director will be responsible for all Member needs. The Membership Director, due to the relatively greater responsibilities of this role, is subject to the approval by a majority vote of the Board. The Membership Coordinator can take minutes of the meetings or Conference(s), to document them and make them available to the board and/or membership. Article IX ADVISORY BOARD Section 1. Authority and Responsibility. The governing body of this Association shall be the Board. The Board shall have supervision, control and direction in the affairs of the Association, its committees and publications; shall vote to determine its policies or changes therein; shall actively pursue its objectives and supervise the regulations for the conduct of its business as shall be deemed advisable. Section 2. Nomination and Qualifications. Any individual employed by an entity eligible to be a Business Member shall be eligible for nomination and election to any elective office of the Association, provided he/she is an employee of such Business or Provider. Section 3. Term of Office. Each Director shall be elected for a term of up to but no more than 3 years, and shall serve for no more than two consecutive terms, or until his/her successor is duly nominated, elected and qualified. Section 5. Number and Type of Directors. The Advisory Board shall consist of Regional Directors (the Chairs), Technology Chair, Marketing Chair, Innovation Chair, Product Development Chair, and Education Chair. New Advisory Board positions shall be eligible for nomination and elected with two-thirds vote of the Board. Section 6. Absence. Any officer or director who shall have been absent from three (3) consecutive regular meetings of the Board during a single administrative year shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of an Officer or Board Member as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of the Board. Section 7. Vacancies and Removal. Upon the death, resignation, or expulsion of an Officer or a Board Member, the vacancy shall be filled by appointment of the Executive Director with the approval of the Board. If two (2) or more positions on the Board become open at one time, the Executive Director with the approval of the Board may appoint an existing Board member(s) to serve an additional year in order to maintain the experience level of the Board. In the event that the Executive Director becomes so vacated, a Board Member shall assume the office of Executive Director and the Board will appoint a replacement for that Board Member. Any Director can be removed by two-thirds vote of the Board. Section 8. Compensation. Board Members and Executive Director shall not receive compensation for their services, but may be reimbursed for all reasonable out-of-pocket expenses incurred and approved by the Board as set forth in Article XI, Section 6(B). Section 9. Quorum of the Board. At any duly called meeting of the Board, a simple majority of its members shall constitute a quorum for the transaction of the business of the Association. Section 10. Meetings of the Board. A regular meeting of the Board shall be held no less frequent than semi-annually of the year at such time and at such place as the Board may prescribe. Notice of all such meetings shall be given to the Board Members not less than (30) days before the meeting is held. Special meetings of the Board may be called by the Executive Director, or at the request of any four (4) Board Members to the Executive Director, by notice emailed to each Board Member not less than seventy-two (72) hours before the meeting is held. Waiver of notice may be permitted if signed in writing by all Board Members. Section 11. Action by Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. Section 12. Re-election. All Board Members who are in good standing shall be eligible for re-election, but may serve no more than two (2) consecutive full terms. Section 14. Voting. In the event the Board is voting on a matter and there is a tie, the Executive Director shall cast the deciding vote. Voting rights of a Board Member shall not be delegated to another or exercised by proxy. (A) Voting by Email. Action taken by email ballot of the members of the Board, in which at least a majority of the Board, in writing, indicate themselves in agreement, shall constitute a valid action of the Board if reported at the next regular meeting of such Board and entered into the minutes. (B) Conference. Action taken by a video conference call of the Board Members, in which at least a majority of such Board Members indicate themselves in agreement, shall constitute a valid action of the Board if reported and ratified at the next regular meeting of such Board. Article X Executive Director Section 1. Appointment. The association shall retain an executive who shall have the title of Executive Director. Section 2. Authority and Responsibility. The Executive Director shall be responsible for all operations and management functions of the Association. The Executive Director shall manage and direct all activities of the Association and shall be responsible with the Board. The Executive Director shall collect all member dues and/or assessments, shall have established proper accounting procedures for the handling of the Association funds and shall be responsible for the keeping of the funds in such banks, trust companies and/or investments. The Executive Director shall keep the Board fully informed of the financial status of the Association. The responsibilities, authority, and accountability of the position of the Executive Director shall be defined by a Position Description. The Executive Director shall define the duties of a support staff, if necessary, and supervise their performance, establish their titles and delegate those responsibilities of management as shall, in the Executive Director’s judgment, be in the best interest of the Association. Article XI LEGAL & FINANCIAL Section 1. Legal Counsel. The Association may retain Legal Counsel for consultation in connection with activities and problems of the Association. Terms and conditions of the retainer shall be specified by the Board. Section 2. Accounting Year. The accounting year of the Association shall be the period beginning on January 1 and ending on December 31 each year. Section 3. Financial Statements. The Association can produce financial statements and distribute them to the Board no less frequently than annually. Section 4. Financial Statement Review or Audit. Annually, within 270 days of the end of each accounting period, the Association shall produce financial statements which have been either audited or reviewed by a certified public accountan. Such certified public accountant shall be engaged by the Executive Director and such certified public accountant shall present such final review to the Executive Director and Board via electronic transmission. Section 5. Budget. With recommendations from the Executive Director the Board shall vote on and adopt in advance of the next accounting period an annual operating budget covering all activities of the Association. Section 6. Restriction - Reimbursements. (A) Restriction - No appropriations or expenditures of Association funds shall be made except by approval of the membership or the Board. No Officer, Board Member, committee member, or employee of the Association shall contract any obligation or incur any debt on behalf of the Association, or in any way render it liable, unless authorized by a vote of the Board, or of the membership or as the Bylaws prescribe. (B) Reimbursements - Members of the Board and certain committees or individuals may be reimbursed for expenses when approved in advance and in official business for the Association. Terms and conditions and approvals of such reimbursements are to be specified by the Board using a policy approved by a majority of Board Members. Article XII COMMITTEES Section 1. Task Forces and Committees. The Executive Director shall establish with the approval of the Board, such other committees, subcommittees, and task forces as are necessary and which are not in conflict with other provisions of these Bylaws, and the duties of those appointed shall be prescribed by the Executive Director. Section 2. Nominating Committee. The Executive Director, with the approval of the Board, can create a Nominating Committee. Such Nominating Committee shall be composed of at least one (1) Director, and such other person(s) as are deemed appropriate to the functioning of such committee. The Nominating Committee, acting in accordance with these Bylaws, shall present to the Board nominations for any open position(s) on the Board. It shall, further, contact and verify acceptance of nominees to their respective positions before final submission of the slate. Article XIV LIMITATION OF LIABILITY Section 1. Liability. Nothing herein shall constitute members of the Association as partners for any purpose. No member, director, officer, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other member, director, officer, agent or employee of the Association. Nor shall any member, director, officer, agent or employee be liable for his/her acts or failure to act under these Bylaws, except only acts or omissions to act arising out of his/her willful misfeasance. Section 2. Legal Expenses. Any current or former Officer or Board Member shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been Officers or Board Members, except in relation to matters as to which such Officer or Director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. Section 3. Insurance and Bonding. The Board may purchase and maintain Directors and Officers Insurance and insurance on behalf of any person who is or was serving on behalf of or at the request of the Association for any liability arising out of his/her service. Trust and surety bonds and/or appropriate insurance shall be furnished by the Executive Director and such other officers or employees of the Association as the Board shall direct. The amount of such bonds and/or insurance shall be determined by the Board and the cost paid by the Association. Article XV AMENDMENTS Section 1. These Bylaws may be amended or revised by one of the following means: (A) Annual Business Meeting - A vote may be conducted at an Annual Business Meeting where the Board Members are notified of the proposed changes in writing electronically at least forty (30) days prior to such meeting. Votes will be counted if submitted (a) in person at the meeting, (b) through approved electronic means at least five business days in advance of the Annual Business Meeting, (c) by completing and submitting an approved proxy form at least five business days in advance of the Annual Business Meeting. The proposed changes shall be approved with a two-thirds vote of a Quorum of Board Members. (B) By Electronic Vote - A vote may be conducted at any time the Voting Members are notified of the proposed changes in writing by US Mail or electronically at least thirty (10) days in advance of the start of voting and then allowed at least thirty (20) days to vote on such matter through approved electronic means. The proposed changes shall be approved with a two-thirds vote of a Quorum of Board Members tallied after closing of the voting. Section 2. Amendments shall take effect immediately upon their adoption Section 3. Amendments may be proposed by the Board on its own initiative. All such proposed amendments can be presented by the Executive Director or Board to the membership, with or without recommendation. Article XVI DISSOLUTION The Association may be dissolved upon the vote of a majority of the Board. On dissolution or winding up of the Association, its assets, if any, remaining after payment of or provision for payment of all debts and liabilities of the Association, can be distributed to an organization, although not required, selected by the Board, organized and operated exclusively for charitable purposes under Section 501(c)(3), 509(a), 170(c) and 170(b)(1)(A) of the Internal Revenue Code. |