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Slow Food U.S.A.
National Statute
With Governors & Board Approval April 1, 2005
Preamble
Slow Food U.S.A., as a full partner and integral element
of Slow Food International, is a movement guided by values,
principles, structures, and processes as embodied in the Slow
Food Manifesto; the International Statute; the National Statute,
and the Strategic Plan.
Slow Food U.S.A. seeks to defend the right to soulful pleasure
and to offer the nation and world an antidote to industrialization's
destruction of diversity in ecology, culture, and cuisine.
Members are guided by the central idea that we cannot create
an ecologically healthy, culturally and gastronomically rich,
and humane world unless we live by the principles that define
such a world.
Members recognize the difficulty in running a complex organization
using a directly democratic process. Thus, Slow Food U.S.A.'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: Convivium; Convivium Leaders;
Committees; Regional Governors (Governors); Slow Food U.S.A.
Executive Director (Executive Director); and Slow Food U.S.A.
National Executive Committee (Board); and the International
Executive Committee. By virtue of their association with Slow
Food U.S.A., individuals are also members of Slow Food International.
The following guiding principles and definitions are meant
to aid members of Slow Food U.S.A. 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.
ARTICLE 1.
Principles of Governance
1. We embrace diversity of opinion to enhance the democratic
process and seek to effectively balance the powers of governance
among those entities defined in this National Statute.
2. We believe that governance works best when trust exists
among members. Thus, we strive to develop trust through all
of our actions and to provide transparency in our governance.
3. We use respectful, clear, honest and robust dialogue to
achieve consensus in making decisions. Consensus is defined
as a mutually accepted group position or an agreement good
enough for all members to move ahead. This means that there
is no strong objection by any one or more group members and
those who are not in full accord give their consent to the
balance of the group. If consensus cannot be achieved or consent
is not given, we will adopt majority rule through votes.
4. We recognize that people are imperfect beings. Therefore,
we respect each other's imperfections by practicing compassion
in our relationships.
5. We understand that Slow Food U.S.A. is evolving, with
complex international and national relationships. Therefore,
we commit the organization to continuous improvement of our
National Statute and structures of governance.
6. We seek to empower members by encouraging leaders to see
their role as trusted stewards of the governance process.
7. We recognize that leadership results from participation,
consensus building, and assumption of responsibility in the
movement.
8. We foster development and recruitment of new leaders from
among the membership on a continuous basis.
9. We shall ensure the integrity of the organization by confirming
that institutional donors actually reflect the values and
goals of Slow Food U.S.A. before accepting financial contributions.
10. We seek to realize the full fruits of cooperation and
to embrace the challenges of cultural diversity with a spirit
of conviviality reflective of our mission.
11. We are committed to the international nature of the movement
and seek to model a humane, equitable, collaborative, ecologically-oriented,
and virtuous form of globalization.
12. We accept the need to make decisions that may not please
all members all the time because without decisions being made
governance cannot occur.
13. All decisions taken by the leadership of Slow Food U.S.A.
will be based on the values, principles, structures, and processes
described within this evolving Statute.
Governance Entities
ARTICLE 2.
The Convivium
The local chapter, called a Convivium, is the primary means
for implementing the mission of Slow Food U.S.A. Guidelines
for operating a Convivium are found in the Guidebook for Convivium
Leaders. Members of Slow Food U.S.A. are assigned to a convivium
depending upon geography and location.
ARTICLE 2 A.
To establish a Convivium, a founding team shall make a formal
request to SFU.S.A.. A Convivium shall be managed by a team
of leaders: named Convivium Committee (see International Statute
Article13). The power of leaders is derived from the consent
of members. Persons may lead a Convivium for up to twelve
years with the consent of members, given on an annual basis
through a general meeting with members. (See International
Statute Article 12).
ARTICLE 2 B.
Although several persons shall lead a Convivium, for purposes
of national business, the Executive Director and Board will
recognize one person from each Convivium as the designated
Convivium Leader.
ARTICLE 2 C.
Consent is apparent by the absence of dissent or complaint
to Regional Governors or the Executive Director by active
Convivium members. If complaints arise, Governors or the Executive
Director, with consent of the Board, may call for an election
by the Convivium to confirm or reject its leader(s). Confirmation
requires that a majority of those attending the meeting, and
who have also paid dues within the previous twelve months,
cast votes for the leader(s). Votes may be taken by show of
hands or casting of ballots. If casting of ballots is used,
absentee ballots may be counted if signed by the voting members
that cast the ballot. Absentee ballots must also contain a
telephone number in case a confirmation of vote is required.
If a leader(s) is rejected, the Governor with assistance from
the Executive Director shall preside over selection of a new
leader(s) through consent (verbal or written) or ballot.
ARTICLE 2 D.
The Board may, for just cause, dissolve a Convivium with immediate
revocation of the right to use the trademark. Just cause is
defined as violating the principles or acting outside the
mission of SFU.S.A. as stated in this document.
ARTICLE 2 E.
An individual may lose convivium membership if the behavior
or activities of a member is in clear conflict with the principles
and aims of Slow Food. Convivium 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, the said member being granted
the right to appeal this decision to the National Executive
Committee.
ARTICLE 2 F.
Powers
1. To manage the resources of the convivium
2. Cast a vote in election for Regional Governor
3. Cast a vote in election for International Councilors
ARTICLE 2 G.
Duties
1. Implement the mission of Slow Food U.S.A. at the local
level
2. Inspire, educate and motivate members to celebrate and
embody the Slow life
3. Utilize the Slow Food U.S.A. Mission and Guiding Values,
Guidebook for Convivium Leaders, and National Statute as guideposts
for activities
4. Convene annual meeting to confirm leadership and conduct
other business
5. Implement at least three Convivium events per year
6. Maintain a minimum of 20 memberships
7. Manage Convivium finances and submit annual report to the
national office.
8. Read and keep available the founding documents, particularly
the National Statute and the Financial Guidelines of Slow
Food U.S.A.
ARTICLE 3.
Committees
The Executive Director and the Board may call for the formation
or dissolution of Committees based on the mission, policy
and program needs of Slow Food U.S.A.
ARTICLE 3 A.
Formation of Committees must be approved by the Board. Approval
is recognized as an absence of dissent or objection. After
a new Committee is formed the Executive Director shall make
its existence known to all Convivium Leaders. Committees will
report to the Board or Executive Director, as decided following
consultation between the Board and Executive Director.
ARTICLE 3 B.
Committees may be of the national office (such as an event
committee), of the Board (such as the Financial Oversight
Committee), or of Slow Food U.S.A. (such as the Ark &
Presidia and the Education committees).
ARTICLE 3 C.
Committee members are selected through consultation and consensus
among the Committee chair, Executive Director, and/or Chairman
of the Board.
ARTICLE 3 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 and it may overturn the decision of a Committee.
ARTICLE 4.
Regional Governors
The Governor is the authoritative representative of Slow Food
U.S.A. and ensures the healthy development and function of
the Convivia in the region.
ARTICLE 4 A.
The Board in consultation with the Executive Director will
define the geographic boundary of each Governorship according
to the needs of a region. Typically, Governors are elected
to support the interests of 500 members, but in special cases
of geographic complexity the number of members served by a
Governor may be smaller. A Governorship may be dissolved by
the Board if the membership in a region falls below 500 members.
ARTICLE 4 B.
Candidates for Governors are nominated, following consultation
with leaders in the region, by the Executive Director before
every National Congress. Governors must be or have been in
a Convivium Committee and demonstrated the desire and willingness
to commit volunteer time and energy to the development of
Slow Food in their region. At the National Congress, Governors
are elected by the attending regional delegates to serve a
four-year term. If a Governorship is formed between two Congresses,
two options exist to name a Governor:
1. The Executive Director may appoint an Interim Governor,
following consultation with leaders from the region. This
appointment must be confirmed by the leaders at the next Congress
or at the annual regional leaders meeting;
2. If during the consultation period for nominating candidates,
the Executive Director finds a dramatic lack of consensus
among leaders regarding who should become Governor, the creation
of the position may be postponed until consensus emerges or
a vote via email, snail mail, or conference call may be held.
The Board, in consultation with the Executive Director, shall
decide whether or note to postpone the election of a Governor.
If at the next Congress or annual regional leaders meeting,
the Interim Governor does not receive confirmation (defined
at minimum as absence of stated opposition to the appointment)
by the leaders, a new process of nomination and confirmation
shall be undertaken at that time.
ARTICLE 4 C.
Governors can be recalled if they are not effective in their
role. A recall occurs when regional Convivia Leaders request
an early election or reappointment. 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 4 D.
Governors are the formal voice of the movement with direct
communication links to the Board, provided by the Regional
Governors' Forum, to convene once per year.
ARTICLE 4 E.
Governors who are also elected to the Board forfeit their
powers and duties as Governors related to review of Board
activity or election of new Board members.
ARTICLE 4 F.
Powers
1. Elect at least five and up to seven members of the Board.
2. In response to Convivium member complaints, a Governor
may call for an investigation of a Convivium leader who is
problematical. The Executive Director shall conduct the investigation
and report back with a recommendation for action to the Board
and the concerned Governor.
ARTICLE 4 G.
Duties
1. Promote formation of Slow Food Convivia and foster the
development of Slow Food leadership in the region
2. Assist the Executive Director and the Board in communicating
to regional Convivium leaders the policies and programs of
Slow Food
3. Organize at least one annual regional meeting that involves
all Convivium leaders in the region
4. Advise and assist regional Convivium leaders to resolve
regional leadership disputes if they arise
5. Offer counsel to Board and Staff on strategy, priorities,
and programs
6. Facilitate annual financial contributions to Slow Food
7. Annual review of Slow Food U.S.A. budget
8. Receive annual "State of the Organization" report
from Board and Executive Director
9. Attend annual Governor's Forum.
ARTICLE 5.
Executive Director
The Executive Director leads and manages the organization
and the movement in the United States.
ARTICLE 5 A.
Powers
1. Implements policy and programs of Slow Food U.S.A.
2. Propose and manage the annual budget.
3. Hire and terminate staff.
4. Manage staff and other resources.
5. Nominates in consultation with the local Convivium leaders,
the candidates for Governorships following Board established
geographic Guidelines.
6. Nominates in consultation with Board and Governors, a slate
of Governors to be elected to the Board of Directors by the
Governors
7. Nominates in consultation with the Board and the Governors,
the Slow Food U.S.A. candidates for the International Council.
ARTICLE 5 B.
Duties
1. Abide by the policies and priorities set by the Board.
2. Report to the Board per its request.
3. Attend Board meetings.
ARTICLE 6.
National Executive Committee (Board)
The Board is the organization and the movement's highest oversight
body within the United States with full fiduciary responsibilities.
Slow Food International recognizes via the signing of a National
Protocol the Slow Food U.S.A. Board of Directors as "National
Executive Committee" as stated by article 17 of the International
Statute. The National Protocol, signed by the International
President and the Chairman of the Board gives the SF U.S.A.
Board of Directors exclusive concession to use the Slow Food
national logo, in the forms ruled by the enclosed Code of
Use for Slow Food logos.
ARTICLE 6 A.
The Board shall consist of a minimum of seven members and
maximum of thirteen: a simple majority (five to seven) elected
by the Regional Governors; the International President or
their delegate. Criteria for the remaining seats may be defined
by the Board in response to the needs of the organization.
The Board may then fill these seats at its discretion. The
number of members and their terms are set by the Board in
reference to the need to stagger terms.
ARTICLE 6 B.
When a Governor's Board term expires or their seat is vacated,
directors of the Board are elected at the Annual Governors'
Forum (the number of members and their terms are set by the
Board in reference to the need to stagger terms and maintain
a simple majority of Regional Governor seats). Board members,
both elected Governors and appointees, may serve two consecutive
four-year terms after which they must leave the Board for
a minimum of one year. A former director may return to the
Board after this one year hiatus.
ARTICLE 6 C.
Because the Board reports to the Governors, members who also
are Governors 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.
ARTICLE 6 D.
Powers
1. Set policies and priorities that will lead to fulfillment
of the mission as defined by the International Manifesto;
Mission and Goals of Slow Food U.S.A.; International Statute;
and National Statute.
2. Amend, subject to ratification by the Governors at the
Annual Forum or the leaders at the Congress, the National
Statute and all other founding documents of Slow Food U.S.A.
3. Approve the annual budget.
4. Hire and terminate the Executive Director.
5. Annually review performance of the Executive Director.
6. Has exclusive concession in using the Slow Food logos in
the United States.
7. Elect a Chair who automatically is proposed as an International
Councilor at the following International Congress.
8. Elect corporate officers in accordance with the state and
federal laws pertaining to corporate governance.
9. Create working committees of the Board as it may deem necessary
to conduct its business.
10. Define the geographical boundaries of the Regional Governorships
before every National Congress. The Guidelines that define
the boundaries should be sent to Convivia at least 3 months
before the date of the Congress.
ARTICLE 6 E.
Duties
1. Maintain the vision of Slow Food U.S.A.
2. Assist the national office in fundraising efforts, including
making a personally significant annual financial contribution
to Slow Food U.S.A.
3. Foster the development of leadership among Governors.
4. Ensure that the organization complies with the federal
and New York state law pertaining to nonprofit organizations.
5. Ensure that the organization is in compliance with the
National Protocol signed with Slow Food International.
6. Monitor the correct use of the logo in the States, following
the terms and rules set by the enclosed Code of Use for the
Slow Food logos.
7. Review the financial statements on a quarterly basis.
8. Annually report on the progress of Slow Food U.S.A. at
the Regional Governors' Forum.
9. Meet at least twice in person and once by conference call
per year.
ARTICLE 7
NATIONAL CONGRESS
A National Congress shall be held every four years to conduct
business.
ARTICLE 7 A.
Delegates attending the Congress are appointed by the Board
based on membership numbers on a fixed date. At least one
representative from each active Convivium 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.
2. Hold elections as required for the following governing
bodies: Board, Regional Governors, and International Councillors.
ARTICLE 7 C.
Duties
1. Discuss, define and approve the policies and programs of
SFU.S.A.
ARTICLE 8.
International Councilors
International Councilors represent the movement and circumstances
of Slow Food U.S.A. in the international arena.
ARTICLE 8 A.
The Slow Food International Council will provide guidelines
that stipulate the number of Slow Food U.S.A. Councilors that
may be nominated. These nominees must be confirmed by election
at the International Congress. The term of election is four
years.
ARTICLE 8 B.
The Executive Director, in consultation with the Board and
Regional Governors, 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 U.S.A.
3. Communicate to the Board, Regional Governors and Convivium
Leaders the policies and programs approved by the International
Council
Appendix to Slow Food U.S.A. National
Statute
International Statute Citations
The International Executive Committee
Article 20
The International Executive Committee is the interim deliberative
and consensus building entity overseeing the international
movement between International Congresses (see article 28
International Statute). It is made up of:
a) the International Council (see articles 21 - 23 International
Statute)
b) the President's Committee (see articles 24 - 25 International
Statute)
c) the International President (see articles 26 - 27 International
Statute)
The International Executive Committee generally has a term
of four years.
THE INTERNATIONAL COUNCIL
Article 21
The International Council is the main forum for dialog among
the Slow Food representatives from different nations between
Congresses on the main issues pertaining to the Movement.
It is chaired by the International President or his/her representative.
Candidates are proposed to the International Congress by
individual national delegations according to the Guidelines
proposed by the President's Committee at least 3 months before
the date of the Congress.
The International Council is nominated on the basis of the
numeric representation of the various nations or of groups
of nations sharing borders, or those historically linked,
and with consideration for the strategic and development needs
of the Movement. Every country is entitled to a maximum of
15 International Councillors.
The International Council is elected by an outright majority
of delegates during the International Congress. It holds office
for the period between one International Congress and another.
Article 22
The International Council shall:
a) define the policies and major issues facing the Association;
b) create international advisory bodies and approve their
rules and regulations;
c) authorize, at the recommendation of the President's Committee,
the setting up of new National Executive Committees or cease
to recognize those already existing;
d) approve the annual final balance sheet and budget prepared
by the President's Committee;
e) monitor the current membership numbers and ensure that
the composition of the Council accurately reflects the Association,
based on the guidelines stipulated in the following article
The International Council shall generally be convened once
a year by the President's Committee and resolves on the basis
of the majority of those presents; if necessary can resolve
via e-mail.
International Councillors represent their national Movements
on the International Council reporting upon their relevant
requests and projects. They will also report to their national
Movements the resolution and policies formulated by the International
Council.
Article 23
The National Executive Committee or, if absent, a group of
active Convivium Leaders, may propose to the International
Executive Committee that a Councillor be replaced or removed
from office should it be felt the Councillor no longer represents
them.
The President's Committee proposes termination of a Councillor's
term of office should the requirements supporting his or her
appointment not be met.
The International Council may replace any member who has
resigned, or who has been called for resignation by the Convivium
leaders he/she represents, with a member of the same country.
It may also nominate, at the recommendation of the President's
Committee, a maximum of 30% of new Councillors to ensure that
new groups within the association and growth trends in the
association are represented.
THE PRESIDENT'S COMMITTEE
Article 24
The President's Committee is the highest governing body of
the international Movement.
It is composed of 6 members, elected by the International
Congress from among the members of the International Council
and by two Vice-Presidents directly nominated by the International
President; the President's Committee remains in office for
the period between two International Congresses.
Candidates for the Committee are proposed to the Congress
by the International President, chosen among the members of
the International Council just elected.
If for whatever reason a member of the President's Committee
leaves his/her post, the International President shall propose
possible replacements chosen from elected Councillors to the
International Council.
The International President chairs the President's Committee.
The Committee resolves on the basis of the majority of those
presents and, if necessary, can resolve via e-mail.
Article 25
The President's Committee shall:
a) control the economic and financial position of the association
and draw up the Slow Food International balance sheet, submitting
it annually to the International Council for approval;
b) establish procedures for membership that take account of
particular socioeconomic and linguistic differences;
c) review the activities and decisions taken by the various
National Executive Committees to ensure compliance with the
Movement's policies;
d) propose to the Council the creation of new National Executive
Committees;
e) propose to the Council the dissolution of National Executive
Committees should this be warranted on the grounds of their
lack of activity and membership;
f) authorize, in countries where no National Executive Committee
exists, the implementation of forms of organization among
Convivia capable of rendering their activities more effective;
g) keep the Convivia of those countries without a National
Executive Committee informed of the Movement's strategic aims,
main initiatives and campaigns;
h) convene the International Council;
i) identify and propose to the Council the nomination of members;
j) convene the International Congress and establish the rules
and regulations thereof;
k) appoint representatives of the Movement to public and private
bodies and institutions;
l) remove from office of any local, national or international
manager, in the event that they do not perform their duties,
they organise or manage activities considered damaging, incompatible
or in opposition to Slow Food or if they, or the body they
represent, are not in a proper position with regard to payment
of their membership fees;
m) determine the closure of non-active Convivia, in countries
without National Executive Committees;
n) invite representatives from the Movement to the International
Council to debate issues relative to their specific interests
and specializations. These invited representatives will be
granted the right to vote upon said arguments.
The President's Committee shall meet periodically whenever
convened by the President.
The members of the President's Committee take part in the
Congresses of the national Associations at the recommendation
of the President.
THE INTERNATIONAL PRESIDENT
Article 26
The International President is elected by the International
Congress and remains in office until the subsequent International
Congress. The International President represents the Movement
legally and in its relations with third parties.
The International President shall:
a) be a member of the President's Committee and chair it;
b) propose to the Congress the candidates for the President's
Committee, chosen from the members of the International Council;
c) propose to the International Council the possible replacements
for members of the President's Committee that for whatever
reason leave their posts;
d) convene and ensure the proper functioning of international
executive bodies;
e) perform tasks of representation and external relations
inherent to his/her functions;
f) participate with voting rights at the meetings of every
National Executive Committee, either directly or through a
representative, although membership in said committee is not
specified by law.
The International President or his/her representative is
entitled to take part in all National Congresses.
The International President shall appoint two Vice Presidents,
specifying which is his/her designated Executive Vice President,
who shall assume his/her power in the event of his/her being
unable to officiate for whatever reason. Vice Presidents are
automatically members of President's Committee and of the
International Council.
Article 27
The International President of the Movement may incur obligations
in the name and on behalf of the bodies he/she represents
within the limit of assumed ordinary and extraordinary requirements,
also in the form of bank and post office current accounts
and credit lines. These powers may be wholly or partly delegated
to another person, selected from among the International Councillors,
for the designated purpose.
THE INTERNATIONAL CONGRESS
Article 28
The International Congress is the highest deliberative body
of Slow Food and is normally held every 4 years according
to the procedures established by the International Executive
Committee.
Delegates attending the Congress are appointed according
to the Congress regulations, which allow for national representation
based on membership numbers on a fixed date.
The International Congress shall:
a) discuss, define and approve the Association's policies
and programmes;
b) approve any modifications to the statute;
c) elect the Board of Auditors and the Board of Guarantors;
d) elect the International Executive Committee;
e) approve the Association's pluriennal financial statements.
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