Supporting Good, Clean, and Fair Food

National Statute

Vision

Food is a common language and universal right. Slow Food USA envisions a world in which all people can eat food that is good for them, good for the people who grow it and good for the planet. In essence, food that is good, clean and fair.

Mission

Seeking to create dramatic and lasting change in the food system, Slow Food USA reconnects Americans with the people, traditions, plants, animals, fertile soils and waters that produce our food. We work to inspire a transformation in food policy, production practices and market forces so that they ensure equity, sustainability and pleasure in the food we eat.

Preamble

Slow Food USA, as a full partner and integral element of Slow Food International, is a membership organization guided by values, principles, structures, and processes as embodied in the Slow Food USA Vision, Mission & Strategic Plan; the National Statute; the International Statute; and the Code of Use for Slow Food Logos.

Members recognize the difficulty in running a complex organization using a directly democratic process. Thus, Slow Food USA's governance rests on the concept of representation. Members elect or select through consensus leaders who shall represent the membership as they develop policies, priorities and programs to fulfill the mission.

To ensure that a diversity of views will be accessible to the organization as it makes decisions, members recognize the following governance entities: Chapters & Chapter Boards; Committees; Regional Governors; Executive Director; President; National Board of Directors; and International Board of Directors. By virtue of their association with Slow Food USA, individuals are also members of Slow Food International.

The following definitions are meant to aid members of Slow Food USA as they work to fulfill the organization's mission by exercising those powers and duties that accrue to them via their position within the governance structure.

The Board of Directors may consider amendments to the National Statute once per year, either before a National Congress or, in the years between Congresses, before the annual Governors’ Forum. Amendments may be proposed by any of the governance entities named in this Statute. Information on how to propose an amendment can be found in the Guidebook for Chapter Leaders.

Governance Entities

ARTICLE 1.

The Chapter

The Slow Food Chapter (may also be called Convivium) is the primary means for implementing the mission of Slow Food USA at the local level. Guidelines for operating a Chapter are found in the Guidebook for Chapter Leaders. [Note: The online guidebook is forthcoming.] Members of Slow Food USA are assigned to one Chapter depending upon geography and location, although they may also choose to be added to the mailing lists of an additional Chapter.

ARTICLE 1 A.

To establish a Chapter, a founding team shall complete the Slow Food USA Chapter Application (available upon request). Once approved, and as long as it remains Active (Active is defined as being in compliance with the Duties described in Article 1G), a Chapter is entitled to receive annually a percentage of membership dues based on its dues-paid membership. A Chapter shall be managed by a team of leaders, named Chapter Board. The power of the Chapter Board is derived from the consent of members.

ARTICLE 1 B.

The Chapter Board is entrusted with the power to conduct the business of the Chapter, which includes events, communications, participation in national programs, fundraising, community outreach and recruitment of leaders and volunteers. The Chapter Board should include a minimum of five members who fill the following general officer positions:

Chair, Vice-Chair, Treasurer, Secretary, and Membership

Small Chapters, for whom this level of infrastructure may be difficult to build, may propose to have one Board member fulfill two roles, as long as Chair, Secretary and Treasurer are filled by three separate individuals. The Chapter Board need not be limited to these roles, and individuals may use different titles as long as the responsibilities of these roles are fulfilled. One of those positions (typically the Chair) must be designated as the primary point person for official communications with the National Office and Regional Governor, although other positions may be designated as contacts for specific functions or programs (such as Fundraising or Slow Food in Schools). The members of the Chapter Board should strive to reflect the diversity of the Chapter.

ARTICLE 1 C.

The Chapter Board is expected to develop bylaws that reflect the requirements and principles of SFUSA and that conform to any special requirements of the State where the Chapter is located. Bylaws should deal with the membership of the Board; terms of office and process of elections; organizational structure; management of financial resources; conflict of interest policy and other commonly expected governance issues (templates available upon request from the National Office).

The Chapter Board may choose the term lengths of each of its Board positions, to last between one and four years. Within the first year of being established and every year thereafter, the Chapter Board shall hold a membership meeting during which elections are held for any open positions. Chapter Board members shall be democratically elected from and by the active dues-paid members of the Chapter. All active, dues-paid members are to be notified in advance of elections, and only dues-paid members are eligible to run for positions.

The annual meeting is when Chapter Board positions up for re-election are voted upon and where members may make proposals. If a chapter position is vacated or another situation arises in which a member’s vote is required, such business can be conducted outside of an annual meeting.

Chapter Board members may serve a maximum of eight years in the same position, provided that confirmation by election occurs at least once every four years. Members who have served for eight consecutive years may be eligible for re-election after a minimum one-year hiatus.

Any fundraising activity conducted by the Chapter should be managed in accordance with nonprofit legal requirements and generally accepted best practices, including transparency on how raised funds are to be disbursed.

If complaints arise, the Regional Governor is entrusted with the authority to handle disputes or organize special elections. If the Regional Governor is unable to act impartially, the National Office may act in its stead..

ARTICLE 1 D.

The Board may, for just cause, dissolve a Chapter with immediate revocation of the right to use the trademark. Just cause is defined as violating the guidelines of Slow Food USA as stated in this document and in any other guidelines provided to Chapter Leaders; not meeting the Duties of the Chapter, outlined in Article 1G; violating the principles or acting outside the mission of Slow Food USA. A Chapter may appeal this decision to the International College of Guarantors (see Article 35 of the International Statute).

ARTICLE 1 E.

An individual member may lose their membership if behavior or activities are in clear conflict with the principles and aims of Slow Food. Chapter Leaders and/or Regional Governors may recommend the expulsion of a member in their area to the Executive Director. After due investigation, the Executive Director may expel a member, said member being granted the right to appeal this decision to the National Board of Directors.

Powers

  1. To manage the resources of the Chapter.
  2. Cast one vote (per chapter) in election for Regional Governor.
  3. Vote on all relevant business at the National Congress, via at least one voting delegate who is chosen by and represents the interests of the Chapter.
  4. Use the Slow Food trademark in local Chapter activities (strictly in accordance with the Code of Use for Slow Food Logos).

Duties

  1. Implement the mission of Slow Food at the local level, in accordance with and guided by the Slow Food USA Vision, Mission & Strategic Plan and National Programs.
  2. Adhere to regulations in the National Statute, International Statute, and Code of Use for Slow Food Logos.
  3. Adhere to all applicable federal, state and local laws, including IRS nonprofit regulations, as outlined in the SFUSA Financial Guidelines.
  4. Utilize the Guidebook and Best Practices for Chapter Leaders. [TBD]
  5. Convene annual members’ meeting to conduct elections and other business.
  6. Convene regular meetings of Chapter Board to plan Chapter activity.
  7. Implement at least three Chapter events per year.
  8. Maintain a minimum of 20 active, dues-paid memberships.
  9. Manage Chapter finances and submit an annual report to the national office.
  10. Be active, dues-paid members of Slow Food USA and encourage active chapter participation of fellow members.

ARTICLE 2.

National Committees

The Executive Director and the Board may call for the formation or dissolution of Committees (or advisory groups) based on the mission, policy and program needs of Slow Food USA.

ARTICLE 2 A.

The Board must approve formation of Committees with approval recognized as an absence of dissent or objection. After a new Committee is formed the Executive Director shall make its existence known to all Chapter Leaders. Committees will report to the Board or Executive Director, as decided following consultation between the Board and Executive Director.

ARTICLE 2 B.

Committees may be of the national office (such as the Advisory Board or an event committee), of the Board (such as the Finance Committee), or of a national program (such as the Ark Committee).

ARTICLE 2 C.

Committee members are selected through consultation and consensus among the Committee Chair, Executive Director, and/or Chair of the Board.

ARTICLE 2 D.

Committee decisions shall pertain only to the defined task of the Committee and shall be made by consensus. The Executive Director may call for review of Committee decisions by the Board, which may overturn the decision of a Committee.

ARTICLE 3.

Regional Governors

The Governor represents the grassroots membership of Slow Food USA at a regional level and supports the healthy development and function of the organization’s activities in the region.

ARTICLE 3 A..

The Board in consultation with the Executive Director will define the geographic boundary of each Governor position according to the needs of a region. Typically, Governors are elected to support the interests of 10 Chapters, but the number of Chapters served by a Governor and the definition of the region itself may vary in response to geographic complexities, input from chapter leaders, or other needs. For example, the board may opt to authorize two or more governor positions that work together in one region. The boundaries of a Governorship may be restructured or dissolved by the Board if the region’s needs change or if its membership or chapter presence changes significantly.

ARTICLE 3 B.

The Executive Director will conduct the nomination and election process for a Governor position, and every active Chapter is entitled to cast one vote in the election. Chapter leaders elect Governor(s) in their region, either in the year of a National Congress or as needed; for example, when a Governor position is vacated, restructured or newly created. Governors must be or have been in a Chapter Board and demonstrated the desire and willingness to commit volunteer time and energy to the development of Slow Food in their region. Governors are elected to serve a four-year term. A Governor may be elected to serve no more than two consecutive four-year terms, but may be eligible for re-election after a minimum one-year hiatus. Once Governors are elected, they must give up their positions as Chapter Leaders within a reasonable amount of time in order to encourage new leadership in their Chapters and to focus their attention on the region. They are encouraged to stay involved in their Chapter Board if so desired.

ARTICLE 3 C.

Governors can be recalled if they are not effective in their role. A recall occurs when regional Chapter Leaders request an early election. Following an investigation by the Executive Director, and with approval from the Board, the Executive Director shall hold an election to select a new Governor.

ARTICLE 3 D.

Governors are the formal voice of the grassroots movement with direct communication links to the Board, provided by the Regional Governors' Forum, to convene once per year (except in a National Congress year). To ensure representation of the membership at the national level, a simple majority of the Slow Food USA Board of Directors is made up of candidates elected from and by the Governors.

ARTICLE 3 E.

Governors who are elected to the Board forfeit their powers and duties as Governors when related to review of Board activity or election of new Board members. Upon election to the Board, Governors must give up their Governor position within one year.

ARTICLE 3 F.

Powers

  1. Elect from within the Governors a simple majority of Directors of the National Board of Directors.
  2. In response to Chapter member complaints, a Governor may call for an investigation of a Chapter Leader or Chapter Board which is causing problems. The Executive Director shall conduct an equitable investigation into the identified complaint and report back with a recommendation for action to the Board and the concerned Governor.
  3. Recommend the approval of new Chapter applications.
ARTICLE 3 G.

Duties

  1. Promote formation of Slow Food Chapters and foster the development of new and established Slow Food leadership in the region..
  2. Act as the first point of contact for Leaders when addressing issues in their Chapters.
  3. Assist in communicating the policies and programs of Slow Food to Chapter Leaders.
  4. Facilitate opportunities for Chapter Leaders in the region to meet and communicate.
  5. Organize annually at least one Regional Leaders Meeting, either in person or via conference call.
  6. Advise and assist Chapter Leaders in resolving leadership disputes if they arise.
  7. Attend annual Governors’ Forum, during which Governors review the Slow Food USA budget and receive reports on Slow Food USA programs.

ARTICLE 4.

Executive Director

The Executive Director leads and manages the organization and the movement in the United States.

ARTICLE 4 A.

Powers

  1. Implement policy and programs of Slow Food USA.
  2. Propose and manage the annual budget.
  3. Hire and terminate staff.
  4. Manage staff and other resources.
  5. Conduct, in consultation with local Chapter Leaders, the elections for Governorships following established geographic guidelines.
  6. Conduct, in consultation with the National Board and Governors, the election of Governors (by fellow Governors) to the National Board of Directors.
  7. Is a member of the International Council.
ARTICLE 4 B.

Duties

  1. Abide by the policies and priorities set by the National Board.
  2. Report to the Board per its request.
  3. Attend Board meetings.
  4. Investigate complaints regarding Chapter Leaders or Regional Governors, and make recommendations for action to the National Board.

ARTICLE 5.

President

TBD, pending the hiring of the newly created position.

ARTICLE 6.

National Board of Directors

The National Board of Directors is the organization’s highest oversight body within the United States with full fiduciary responsibilities. Slow Food International recognizes the Slow Food USA Board of Directors, via the Slow Food USA – Slow Food International Agreement, as the "National Board of Directors" as stated in article 17 of the International Statute. The SFUSA-SFI Agreement, signed by the International President and the Chairman of the National Board, gives the SFUSA Board of Directors exclusive concession to use the Slow Food national logo, in the forms ruled by the Code of Use for Slow Food Logos.

ARTICLE 6 A.

The Board shall consist of a minimum of seven members and maximum of thirteen, including: a simple majority elected from and by the Regional Governors; and one seat for the International President (or his/her delegate). The Board in response to the needs of the organization may define criteria for the remaining seats. The Board may then fill these seats at its discretion. The timing of elections, number of members and their terms are set by the Board in reference to the need to stagger terms.

ARTICLE 6 B.

The Board Chair is also a member of the International Board of Directors. The Board Treasurer is also a member of the International Council. The National Board of Directors nominates a slate to fill additional seats representing Slow Food USA on the International Board or International Council (to be confirmed by election at the International Congress). When the Chair, Treasurer and all other SFUSA representatives are succeeded in their SFUSA roles, their successors replace them in their International roles as well.

ARTICLE 6 C.

The first term of any Board Director is two years, with the option to be re-elected for two more terms of three years each, for a total of eight consecutive years. Any former Director may be re-elected to the Board after a one-year hiatus. Governor candidates for the Board are elected by their fellow Governors for their first term only; once on the Board, all Board Directors, whether Governor-elected or not, are re-elected by their peers.

ARTICLE 6 D.

Board Directors who retain their Governor positions during the 1-year transition period will forfeit their power to cast votes pertaining to Board membership and oversight during the annual Regional Governors' Forum or other official meetings of the Governors during that year.

ARTICLE 6 E.

Powers

  1. Set policies and priorities in accordance with and fulfillment of the Slow Food USA Vision, Mission & Strategic Plan, the National Statute, the International Statute, and the Code of Use for Slow Food Logos.
  2. Amend, subject to ratification by the Governors at the Annual Forum or delegates at the National Congress, the National Statute and all other governing documents of Slow Food USA.
  3. Approve the annual budget.
  4. Hire and terminate the Executive Director.
  5. Annually review performance of the Executive Director.
  6. Elect corporate officers in accordance with state and federal laws pertaining to corporate governance.
  7. Create working committees of the Board as it may deem necessary to conduct its business.
  8. Define, restructure or dissolve the geographical boundaries of Regional Governorships, as needed.
ARTICLE 6 F.

Duties

  1. Maintain the vision of Slow Food USA.
  2. Assist the national office in fundraising efforts, including making a personally significant annual financial contribution to Slow Food USA.
  3. Foster the development of leadership among Governors.
  4. Ensure that the organization complies with all applicable federal and state laws.
  5. Monitor the correct use of the logo in the United States, following the terms and rules set by the Code of Use for Slow Food Logos.
  6. Review the financial statements on a quarterly basis.
  7. Report annually on the progress of Slow Food USA at the Regional Governors' Forum.
  8. Meet periodically in person and by conference call (minimum 4 times per year).

ARTICLE 7

National Congress

A National Congress shall be held at least every four years to conduct business, provide professional development and training to leaders, and promote national/regional networking activities.

ARTICLE 7 A.

Before each National Congress, the National Board of Directors decides on a system of representation of active, dues-paid membership to determine the number and distribution of voting delegate spots. At least one representative from each active Chapter (as defined in Article 1G) shall be designated a delegate.

ARTICLE 7 B.

Powers

  1. Ratify amendments to the National Statute made by the Board in the period between Congresses. If Chapter Leaders have amendments to propose in the years between Congresses, they may propose amendments electronically to the Board of Directors to consider in advance of the Governors’ Forum each year.
  2. Hold elections as required for the Regional Governors.
ARTICLE 7 C.

Duties

  1. Discuss, define and approve the policies and programs of Slow Food USA.
  2. Receive an annual report from the National Board of Directors on the state of Slow Food USA.

ARTICLE 8.

International Councilors

International Councilors represent the movement and circumstances of Slow Food USA in the international arena.

ARTICLE 8 A.

The Slow Food International Council will provide guidelines that stipulate the number of Councilor seats that represent Slow Food USA on the Council. These nominees must be confirmed by election at the International Congress. The term of election is four years.

ARTICLE 8 B.

The National Board nominates the electoral slate for International Councilors.

ARTICLE 8 C.

Powers

  1. Cast a vote on issues presented to the International Council.
ARTICLE 8 D.

Duties

  1. Attend meetings of the International Council.
  2. Represent the members of Slow Food USA.
  3. Communicate to the Board, Regional Governors and Chapter Leaders the policies and programs approved by the International Council.

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