ARTICLE I. PURPOSE 

A. The American Cheese Education Foundation (ACEF) is dedicated raising funds to  support education and scientific research for the specialty cheese industry. 

ARTICLE II. MEMBERSHIP 

A. The corporation shall neither solicit nor attempt to create a membership based on dues  or fees. The Board of Directors, however, may recognize certain persons by designating  them as "Honorary or Contributing Members," or such other titles or names as deemed  appropriate by the Board. 

ARTICLE III. BOARD OF DIRECTORS 

A. Powers and Qualifications 

1. The affairs of the corporation shall be managed by the Board of Directors.

B. Number 

1. The Board of Directors will consist of no less than three directors nor more than  fifteen. The Board of Directors by resolution adopted by a majority of the  directors in office may change the number of directors so long as that number is  greater than two. 

C. Appointments 

1. Directors shall be appointed by a majority of the directors. 

D. Terms 

1. Each director will be elected for a three-year term unless filling a vacancy. The  director appointed to fill a vacancy shall be appointed for the unexpired term of  his or her predecessor in office. Terms will expire at the time of the ACS  conference in July of each year. 

E. Staggered terms 

1. Terms will be assigned to the initial directors such that no more than one third  plus one of the directors' terms will end in any given year. 

F. Elections 

1. All directors with expiring terms may be re-elected by a majority of the directors  in office before assuming another term, not to exceed two full terms. 

G. Vacancies 

1. The Board of Directors shall have power to fill any vacancy occurring in the  Board, and any directorship to be filled by reason of an increase in the number of  directors. 

H. Inactive Status. 

1. Any Board member may be placed on an "Inactive" status if the Board  member fails to meet the Attendance Requirement or if a Board member  requests to be put on such status. Directors on inactive status will have no vote  on corporate issues and will not be considered in calculating quorums or  majorities. The President or his/her designee will enquire of the inactive director  to determine if the director intends to attend future meetings or desires to resign.  If the director does not wish to resign, the President or his/her designee will  recommend to the active board members whether the director should be  removed, or if they should be permitted to remain on inactive status. The final  determination will be made by a majority vote of active directors at a regularly  scheduled meeting or a special meeting called for this purpose. Inactive Board  Members who are reinstated by a vote of the active Board Members will regain  their right to vote following the meeting in which they are reinstated to an Active  status. 

I. Attendance Requirement 

1. Any director who fails to attend three of six consecutive regularly scheduled  board meetings will be placed on an inactive status. 

J. Resignation 

1. Any director may resign by submitting his/her resignation in writing to the  President. The date of resignation will be the date of their written resignation, or  lacking a date on the written resignation, the date of receipt. 

K. Removal 

1. Any director's term may be terminated by a majority vote of the directors at a  regularly scheduled meeting or a special meeting called for this purpose. 

ARTICLE IV. OFFICERS 

A. Officers Enumerated 

1. The officers of the corporation shall be elected from the members of the Board of  Directors. The Officers will consist of a President, a Vice-President, a Secretary,  a Treasurer, and such other officers as may be deemed necessary by the Board  of Directors, each of whom shall be elected by the Board of Directors for two year terms, and shall serve until their successors are duly elected and qualified.  The Executive Director shall be an ex officio officer and will have an equal vote  on the Board only if elected as a Director. Any two offices may be held by the  same person. In addition to the powers and duties specified below, the officers  shall have such powers and perform such activities as the Board of Directors  may prescribe. The Officers as listed above shall shall comprise the Executive  Committee. 

B. Officers' Responsibilities. 

1. President. 

The President shall: 

a. Have the responsibility for the overall fiscal and operational health of  the corporation. 

b. Preside at all meetings of the Board of Directors and the Executive Committee. 

c. Establish the yearly meeting schedules for the Board of Directors and  the Executive Committee. 

d. Schedule any other meetings of the Board of Directors or Executive Committee which may be required to conduct the business of the corporation in a timely and orderly manner. 

e. Ensure an agenda is provided to the directors prior to each meeting. 

f. Obtain documentation as required by the Board including financial expenditures, performance data, and accomplishments. 

g. Arrange for written accountability of expenditures of corporate funds. 

h. Be a Registered Agent of the Corporation unless another officer is so  designated by a vote of the board. 

i. Be elected by a majority vote of the Directors and will serve no more  than two terms of two-years each. 

j. Be a voting member of the Board of Directors and Member of the Executive Committee.

k. Be an ex officio and non-voting member of all committees not directly  appointed to. 

l. Be an ex-officio Officer for one year after terming off as President. 

m. Be responsible for review and approval of all contracts prior to  establishing any contractual obligation. 

2. Vice-President 

The Vice-President shall: 

a. Fulfill the duties of the President in the President’s absence. 

b. Be elected by a majority vote of the Directors and will serve no more  than two terms of two-years each. 

c. Be a voting member of the Board of Directors and Member of the  Executive Committee. 

3. Secretary. 

The Secretary shall: 

a. Be responsible for insuring the production and preservation of the  records, correspondence, and administration of the corporation. 

b. Be voting Member of the Board of Directors and a member of the  Executive Committee. 

c. Serve as recording secretary at all Board meetings and be responsible for the taking and disseminating meeting minutes to the  members of the Board of Directors after each meeting. 

d. If absent from a meeting, be responsible for designating a proxy. 

e. Perform other duties delegated to the Secretary by the Board of  Directors or the President. 

4. Treasurer. 

The Treasurer shall: 

a. Chair the Finance committee. 

b. Be a voting member of the Board of Directors and Member of the  Executive Committee 

c. Disseminate an up-to-date fiscal report prior to each regular Board  meeting 

d. Ensure that reports (such as the 990 Form) are filed in a timely  manner 

e. Perform any other duties delegated to the Treasurer by the Board of  Directors or the President. 

5. Executive Director. 

The Executive Director shall: 

a. Be the principal operating officer of the corporation responsible for  carrying out the policies as defined by the Board. 

b. Direct the planning, supervision, and control of all the internal  operations of the corporation. 

c. Be elected by and responsible to the Board of Directors. 

d. Provide an agenda for all Board and Committee meetings. 

e. Have charge and custody, subject to the approval of the Directors, of  all funds of the corporation. 

f. Provide documentation required by the Board including financial  expenditures, performance data, and accomplishments. 

g. Arrange for written accountability of expenditures of corporate funds. 

h. Ensure that the Board of Directors is notified of all meetings in  accordance with these Bylaws 

i. Be expected to attend all Board and Executive meetings except when  these bodies are discussing the performance of the Executive Director. 

j. Be an ex-officio and non-voting member of all committees he or she is  not assigned to unless the Board expressly states otherwise. 

k. In conjunction with the Board of Directors, oversee the review and  approval of all contracts prior to establishing any contractual obligation. 

l. Will keep the President apprised of operational activity in a timely  manner.

ARTICLE V. EXECUTIVE COMMITTEE 

A. The Board of Directors by resolution adopted by a majority of the directors in office may  designate and appoint an executive committee which: 

1. Shall consist of the Officers and, at the discretion of the Board, one (1) or more  directors 

2. Shall have and exercise such authority of the Board of Directors in the  management of the corporation as may be specified in said resolution. 

3. Will have the authority specifically granted to it by a board resolution passed by  the majority of a quorum including binding decisions if so authorized. 

B. No such committee shall have the authority of the Board of Directors in reference to:

1. Amending, altering or repealing the Bylaws 

2. Appointing or removing any member of any such committee or any director or  officer of the corporation 

3. Amending the Articles of Incorporation 

4. Adopting a plan of merger or adopting a plan of consolidation with another  Corporation 

5. Authorizing the voluntary dissolution of the corporation or revoking proceedings  therefore 

6. Adopting a plan for the distribution of the assets of the corporation 

7. Amending, altering or repealing any resolution of the Board of Directors which by  its terms provides that it shall not be amended, altered or repealed by such  committee 

C. The designation and appointment of any such committee and the delegation thereto of  authority shall not operate to relieve the Board of Directors or any individual director of  any responsibility imposed upon it or him or her by law. 

ARTICLE VI. ADVISORY BOARD AND COMMITTEE 

A. The Board of Directors by resolution adopted by a majority of the directors in office may  designate and appoint an Advisory Board and committees which will undertake research  and discussion on topics and report their findings to the Board of Directors. These  recommendations will not be binding on the Board of Directors. 

B. Membership will be determined by a vote of the Board of Directors and may include  board members and persons who are not Board Members. 

ARTICLE VII. MEETINGS OF BOARD OF DIRECTORS 

A. Regular Meeting Schedule 

1. The President will set a regular meeting schedule for the Board of Directors and  the Executive Committee. 

B. Notice of Meeting 

1. No notice of the annual meeting of the Board of Directors shall be required.  Notice of the time and place of any special meeting of the Board of Directors  shall be given by the secretary, or by the person or persons calling the meeting,  by mail, telegram or by personal communication over the telephone, email, or  otherwise, at least three (3) days prior to the date on which the meeting is to be  held. 

C. Waiver of Notice 

1. Attendance of a director at any meeting shall constitute a waiver of notice of such  meeting, except where the director attends a meeting for the purpose of objecting  to the transaction of any business because the meeting is not lawfully called or  convened. Neither the business to be transacted nor the purpose of any meeting  of the Board of Directors need be specified in the notice or any waiver of notice  of such meeting. 

D. Special Meetings 

1. Special Meetings of the Board of Directors may be held at any place, at any time,  whenever called by the President, or the Secretary. 

E. Electronic Meeting 

1. A meeting may be conducted by electronic means (e.g. teleconference call) if  notice is provided and a quorum is present consistent with this Article. 

F. Annual Meeting 

1. The Annual Meeting will be held in the first quarter of each year and will be  designated as such in the President's Regular Meeting Schedule. 

G. Quorum 

1. A majority of the Board of Directors considered on active status shall constitute a  quorum for the transaction of business. The act of the majority of directors  present at a meeting at which a quorum is present shall be the act of the Board  of Directors unless otherwise stated in these Bylaws. At any meeting of the  Board of Directors at which a quorum is present, any business may be transacted and the Board may exercise all of its powers. 

ARTICLE VIII. ACTIONS BY WRITTEN CONSENT 

A. Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or  by the laws of the State of Oregon, to be taken at a meeting of the directors of the  corporation may be taken without a meeting if (a) the proposed resolution is sent to all  directors who are eligible to vote and (b) all directors provide their consent, documented  in writing, and signed by the directors entitled to vote with respect to the subject matter  thereof. This may be accomplished by mailing or emailing the resolution for consent. No  action may be taken until all the votes are collected. Documentation of such consent will  be maintained in the records. 

ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS 

A. The corporation shall indemnify each of its Directors and officers, whether or not then in  office (and his/her executor, administrator and heirs), against all reasonable expenses  actually and necessarily incurred in connection with the defense of any litigation to which  the officer or Director may have been made a party because of service as a Director or  officer of the corporation. 

B. Director and officers shall have no right to reimbursements, however, in relation to  matters as to which an officer or Director has been adjudged liable to the corporation for  negligence or misconduct in the performance of duties. The right to indemnity for  expenses shall also apply to the expenses of suits which are compromised or settled if  the court having jurisdiction of the matter shall approve such settlement. 

C. The foregoing right of indemnification shall be in addition to, and not exclusive of, all  other rights to which such Director or officer may be entitled. 

ARTICLE X. ADMINISTRATIVE AND FINANCIAL PROVISIONS 

A. Fiscal Year 

1. The Fiscal Year will end on December 31st. 

B. Loans Prohibited

1. No loans shall be made by the corporation to any Officer or to any Director.

C. Books and Records 

1. The corporation shall keep current and complete books and records of account  and shall keep minutes of the proceedings of its members, Board of Directors  and committees having any of the authority of the Board of Directors; and shall  maintain a register of the names and addresses of its members entitled to vote. 

D. Salaries 

1. The salaries, if any, of all officers and agents of the corporation shall be fixed by  the Board of Directors 

E. Policies 

1. From time to time the Board of Directors may write operational policies for  clarification and guidance of its members and/or staff. 

ARTICLE XI. AMENDMENT OF BYLAWS 

A. Amendment of Bylaws shall require a two-thirds vote of the members of the Board of  Directors at a meeting called for such purpose. 

ARTICLE XII. DISSOLUTION OF THE ORGANIZATION 

A. The dissolution and distribution of the assets of the corporation shall require a two-thirds  vote of the members of the Board of Directors at a meeting called for such purpose.  Upon dissolution, the assets of the corporation shall be distributed only in accordance  with the Articles of Incorporation and the rules governing such distribution contained in  the Internal Revenue Code. 

ARTICLE XIII. ADOPTION 

These Bylaws were adopted by the Board of Directors on February 26, 2020 

___________________ 

Sue Conley, Secretary