CARIBBEAN FOOD CROPS SOCIETY
ARTICLE I - Name and Official languages of the Society
The Caribbean Food Crops Society (henceforth the "Society") was constituted in San Juan, Puerto Rico, on May 3,1963. It is a non-profit organization which fosters communication among people contributing to· the science, technology and production of food crops hi the ·countries of the Caribbean Basin. It is duly registered at the Department of State of the Commonwealth of Puerto Rico.
The Caribbean Food Crops Society (CFCS) is known in Spanish as "Sociedad Caribena de Cultivos Alimenticios" and in French as "Societe Carabe des Plantes Alimentaires”, The English acronym, CFCS, is used to identify the Society.
The official languages of the Society are English, Spanish and French.
ARTICLE II - Objectives
The objectives of the Society are to promote food production and distribution for improving levels of nutrition and standards of living in the Caribbean by:
Facilitating exchange of information, sharing of germplasm and dissemination of technology on production, processing and marketing of food crops in the Caribbean Basin;
Stimulating the development of joint technology, research, and development projects , and undertaking collaborative activities with other organizations dedicated to food crops in the Caribbean; and
Providing regional consulting services on food crops in the Caribbean
ARTICLE III - Membership
Persons, entities, (national, regional and international), corporations, societies and associations agreeing with the objectives of the Society are eligible for membership. There is no limitation on the number of members. These are classified into five (5) categories, as follows:
Active Membership - Available to interested persons engaged in research, education, extension and development activities related to the production, processing or marketing of food crops.
Life Membership - Available to actives members wHo contribute the equivalent of twenty (20) years of active membership fee at any one time; thereafter, they are exempt from dues. Life members enjoy the same privileges and carry the same responsibilities as regular actives members.
Honorary Membership - May be granted by the Board of Directors to any person who, in the opinion of the Board, has made an outstanding contribution to the development or improvement of food crop production in the region. Nominations must be made in writing to the Board before presentation at an annual Society meeting: Honorary members pay no dues.
Emeritus Membership - -Members retiring from fulltime professional service who have held active membership in· the Society for a total of at least fifteen(15) years immediately prior to retiring may,· upon application or acceptance of invitation by the Board, become emeritus members, and are exempt from payment of dues. ·
Sustaining Membership - May be conferred by the Board on individuals or organizations providing significant support to the Society as specified by the Board. Sustaining members are listed in the Proceedings of. the annual meeting. Sustaining members have a voice but no vote at the annual or extraordinary meetings.
All active members receive the Proceedings of the annual meetings and the Newsletter; are entitled to hold office; may serve on committees; may serve as local chapter delegates; may serve as regional representatives; propose motions; participate at officially called meetings and vote on official matters of the Society.
Active members are required to pay annual dues as determined by the Board of Directors periodically. Membership is lost when payment of annual fees to the Society ls in arrears for one (I} year. Active members, should be encouraged to join existing local chapters.
ARTICLE IV - Organization
The Society will consist of an assembly of members with deliberative and decision making powers; a Board of Directors, with executive powers; and, corresponding to the level of the Caribbean Region, local chapters, with promotional functions at the country level.
The Society will hold an international meeting annually, comprised of technical and general business sessions
Technical sessions seek solutions to important not problems limiting production, processing and marketing of food crops in the Caribbean. They inform and educate regarding the technology for distinct areas of production, processing and marketing of food crops, as wen as promote the generation and transfer of technology conducive. to the use of the production systems approach.
The general business session is held during the annual technical meetings of the Society before the last day of the annual meeting. The officers of the Society; designating the principal and alternative sites of the next annual meeting; modifying the by-laws; finalizing the resolutions of the Society and its assets; and presenting proposals and suggestions to the Board.
An extraordinary meeting may be called at the request of the Board or of a minimum of three (3) local chapters and will deal exclusively with the items-0n..the agenda proposed by the petitioners. This meeting may be convened in the event of a lapse of more than two (2) years since the last annual meeting.
At each annual meeting, the members approve the proposed venue of the next annual meeting by a simple majority vote. Sites are to be rotated among the countries of the Caribbean Basin. The principle of designating meeting sites at least two or three years in advance is encouraged. When the designated country cannot host the proposed meeting, the Board selects an alternative site.
The president of the Society Is responsible for forming an organizing committee in the upcoming host country within ninety (90) days of the last meeting. This committee shall be responsible for arranging the program schedule, including the call for papers at the annual meeting; preparing the abstracts and program for printing and distribution to members attending the meeting; local arrangement, including securing adequate facilities for formal and social gatherings; appointing moderators of each session, securing the audio-visual equipment as required; arranging catering, refreshment breaks and luncheon facilities; providing registration receipts and transportation, and other appropriate functions to ensure that planned activities at the annual meeting will operate_ as smoothly as possible.
The notice of annual and extraordinary meetings of members is to be mailed at feast 150 days before the date of said meetings. This ho1ice Is to be sent to each member at the last known address which appears in the records of the Society, and to institutions interested in the activities of the Society.
For the transaction of official matters in the annual meetings, one tenth (1/10) of the membership of the Society, or fifteen (15) members, whichever is less, form a quorum. All the subjects at all the meetings in which a quorum Is present are decided by a simple majority vote of the members present, unless otherwise provided by the Society's by-laws. No member is allowed to vote by proxy.
ARTICLE V - Officers and Board of Directors
The Society is governed by a Board of Directors (hereafter called the "Board'"), comprised of fifteen voting members, namely; the president; secretary; ten (10) regional representatives; [one (1) from Dutch-speaking countries, three (31 each from French- Spanish-and English-speaking groups]; chairperson of the advisory committee and immediate past president.
The Board elect the chairperson and vice-chairperson from among the regional Representatives at the Society's annual meeting. The chairperson, vice chairperson, president secretary, and treasurer, constitute the officers of the Society
The chairperson of the Board is the chief executive· officer of the Society and the highest executive authority of the Board. He/she participates in all decision makings of the Society. The term of office is two (2) years. He/she may be confirmed for successive periods while remaining as a voting member of the Board. The chairperson presides over meetings of the Board and the general business meeting and assembly of members; executes, in consultation with the Board, all legal documents pertaining to the Society as a whole; presents questions of policy for consideration by the Board; establishes or abolishes ad-hoc committees; Initiates any special action and calls special meetings; promotes and stimulates relations of the Society with its local chapters and related organizations; appoints an assistant secretary and assistant treasurer, if necessary; and performs such other duties as normally expected of the office to ensure continuity and stability in the governance of the Society.
The vice-chairperson performs the duties of the chairperson in his/her absence, and serves for two (2) years. He/she may be reconfirmed for successive periods.
The president is designated by the Board upon recommendation the host government/institution and reaffirmed by a simple majority vote a the annual meeting. His/her term of office is one (l) year. On completing the term, the president continues to be a member of the Board as past president for one (I) year. He/she is eligible to be elected as regional representative after his/her two (2) years term. The president establish and administers the local organizing committee for the annual meeting in the host country; delivers an address during the annual meeting; and presents the host country's report to the general business meeting.
The secretary and treasurer are appointed by the chairperson of the Board and ratified by a simple majority of the members of the Society at its annual meeting for a term of one (l) year, but may be re-appointed successive one (I) year terms. The secretary attends to the correspondence of the Society: keeps; up-to-date list of members; prepares the agenda and minutes of the Board and annual meetings; reports on the work of the Society and collects information on the progress of the Society and the local chapters; keeps the membership informed through periodic newsletters, for which an editorial assistant may be recruited; negotiates for administrative and technical services previously authorized by the Board; and undertakes such other duties as may reasonably be assigned by the Board.
The treasurer maintains records of payment of fess of the members; manages the Society's finances; prepares budgets requested by the Board and donor Institutions; and prepares financial reports which should be audited by authorized officials. · ·
The regional representatives serve as voting members of the Board and attend to the affairs of the Society as deliberated by the Board and as submitted. to them by_ the chairperson. They serve for two (21 years terms, and are eligible for three (3) Successive terms. They are recommended by a nominating committee and elected By a simple majority vote at the annual meeting
The chair of the advisory committee is appointed by the chairperson, in consultation with the members of the Board and is affirmed by a simple majority vote at annual meeting.
The officers of the Board may also be elected by vote by mail, requested by the chairperson through the Secretary. This type of voting will take Place If an annual meeting is postponed, or on the resignation of the president. Duly assigned letters indicating members' choices will be presented by the secretary at the next annual meeting.
ARTICLE VI - local Chapters
For the purpose of strengthening the Society and improving communication between the Board and the members, local chapters of the Society may be established in each county or major political unit of the Caribbean Basin. Membership of chapters is restricted to· members of the CFCS. Membership of affiliated local chapters is restricted to members of the CFCS. A minimum of ten (10) active members is required to constitute a chapter. The local chapters may adopt appropriate statutes in accordance with the statutes of the Society. Each chapter elects a representative whose duties are to:maintain links with the Board through the secretary; promote the Society and sustain its spirit through the implementation of all authorized activities; facilitate the duties of the secretary and the treasurer; represent the views of the chapter to the Board and, at the annual meeting, act as the official delegate of the chapter to which he/she belongs.
The representative of each local chapter will be determined by the associated of the chapter according to its statutes. He/she will present credentials to the Board at each annual meeting, and will have voice but no vote on the Board unless elected as a regional representative by the Assembly.
ARTICLE VII - Advisory Committee
The Board is supported by an advisory committee with up to five (5} official representatives of an equal number of established regional or international institutions selected by the Board and affirmed by the members of the annual meeting by simple majority.· The members of the advisory committee are to be members of CFCS in good standing. The members serve for a period of two (2) years and are eligible for successive terms.
ARTICLE VIII - Meetings of the Board
The Board may meet with previous notification, provided that a quorum is present. Meetings of the Board may be conducted without previous notice at such times and places which the Board deems appropriate by majority vote. Two (2) meetings are regularly held in conjunction with the annual meeting, either during or immediately before and after the annual meeting. During the annual ·meeting, it is desirable to hold at least one (I) meeting of a special committee, selected by the Board, to meet with the focal organizing committee at the site of the next annual meeting, thereby providing some continuity and guidance
Special meetings of the Board are to be held whenever the chairperson or three (3)members of the Board decide. The meeting is to be called with a minimum of five(5) days' advance notice. The time and place of these meetings will be communicated to all directors.
At any Board meeting, eight (8) voting members make up the quorum. Majority vote is required for the approval of any subject in the absence of the chairperson or vice-chairperson, an ad-hoc chairperson is elected by simple majority vote. If a quorum is not attained, the meeting is to be adjourned. Notice of any adjourned meeting should be relayed in the same way a regular meetings.
ARTICLE IX - Duties and Responsibilities of the Board
The Board is authorized to: administer the property and affairs of the Society and define and carry out its policies; determine the· scope and extent of the annual program activities of the Society; adopt regulations and proceedings for conducting meetings and administering the affairs of the Society; authorize the president to accept contributions and subscriptions; authorize the preparation and circulation of documents and articles; oversee the production of the annual meetings Proceedings; authorize the president to select, appoint and secure long-term funding and develop an institutional basis of support for permanent secretariat functions; and execute all measures which the Board considers adequate and relevant to promote the objectives and purposes of the Society.
ARTICLE X - Publications
The official means of communication of the Society are the Proceedings of the annual meeting, the Newsletter and special issues which the Board may authorize.
The Proceedings of the annual meeting are the official document of the Society, which contains the papers presented by members, invitational papers and other communications. The presentation of the scientific: and technical papers is to conform to the criteria determined by the Board of Directors, which am publicized in the annual Proceedings.
The Proceedings may be published in any of the three (3) official languages of the Society: English, Spanish or French, with abstracts provided in the alternative languages if possible.
To improve the efficiency in the preparation of the Proceedings, the representatives of local chapters may help the colleagues in their country as much as possible in the observance of the established Society regulations for presentation of papers at the annual meetings.
The host country will be responsible for financing all aspects relating to the printing of that Proceedings. If feasible, the Proceedings will be published through a concrete and specific memorandum of understanding formalized by CFCS with an interested party. The terms of this agreement will be negotiable by the Chairperson and CEO of CFCS upon approval by the Board of Directors.
The Newsletter is the means of circulating notices instructions and other information from the Board and the local chapters. It also presents relevant information concerning the activity of the members. It is to appear at least every six (5) months (in April and December) and its editing and distribution will be the responsibility of the Secretary, who may recruit a newsletter editor or editorial assistant. The local organizing committee will prepare and distribute periodic annual meeting updates, as deemed necessary.
The Board can establish special publications of the Society, related to topics of interest, for the protection of the Society or the Improvement of the service it renders to members.
ARTICLE XI - Distinctions Granted by the Society
The Society may grant prizes, confer honorable mentions and give other recognition to its members and other persons, in accordance with guidelines set up by the Board of Directors.
ARTICLE XII - Amendments/Ratifications
The initiative for modification, or reformulation of the statutes are to be dealt with in the following manner:
The proposed amendment is communicated to the Board of Directors 120 days before the next assembly by any local chapter, or where none exists, by any group of five (5) members In good standing. The proposition to amend the by-laws may also be initiated by the Board itself.
The Board is obliged to relay the amendment to the membership at large, at least sixty (60 days) before the next annual meeting.
Any proposed amendments are to be presented by the Board to any members, and can only be approved if two-thirds (2/3) of the qualified voting members present approve them.
In an emergency, proposed amendments may be ratified by two-thirds(2/3) of the members responding to a mail ballot.
ARTICLE XIII- Dissolution
The Society can be dissolved by resolution of the Assembly, based on majority of two-thirds (2/3) of the votes from all members qualified to vote. this vote is to be made by mail; as a form of assuring the votes of all the members, and the Assembly will make a count which determines the decision. The vote by mail is to be arranged by the Board of Directors 180 days before the annual or extraordinary meeting with this subject, and will be made when written demand for dissolution is made by a minimum of half of the qualified members of the Society. Upon dissolution of the Society, the Board shall distribute any assets the one or more organizations which satisfy the objectives in Article II.
THIS BY-LAWS SUPERSEDES THE BY-LAWS THAT WERE RATIFIED BY THE ASSEMBLY ON JULY 1974, SEPTEMBER 1983, AUGUST 1988, AND JULY 8, 1993.
RATIFIED BY MAIL BALLOT, JUNE 27, 1997