6.1    Board of Directors

The Society shall be managed by the Board of Directors, which shall be authorized and empowered to adopt such rules and regulations consistent with the Charter and By-Laws of the Society as it deems necessary and expedient from time to time for the purposes and governance of the Society. The Bailli Délégué may from time to time appoint Ex-Officio Committee Members to serve in his discretion on various Board Committees. It is intended that the Board of Directors is to be continuously guided in its deliberations by the goals and aspirations of the Society's membership as a whole and be both responsive and answerable to the National Council.

6.2    Members of the Board of Directors

(a)    The Board of Directors shall consist of the following National Officers

Bailli Délégué (National President); Consul Délégué, Société Mondiale du Vin; Chancelier General, Académie de Gastronomie Brillat-Savarin

Chancelier des Etats-Unis (Executive Vice President)

Argentier des Etats-Unis (Secretary/Treasurer)

Conseiller Culinaire & Professionals des Etats-Unis

Conseiller Gastronomique des Etats-Unis

Chargé de Presse des Etats-Unis

Foundation Chair

Grand Echanson des Etats-Unis, Société Mondiale du Vin

Jurisconsulte (non-voting)

Five Bailli Provincial Representatives (selected by a majority of the Bailli Provinciaux)

Retiring Bailli Délégué Honoraire des Etats-Unis

(b)     Upon expiration of his term the retiring Bailli Délégué shall automatically serve as a voting member of the Board of Directors without the necessity of being elected as such, for the length of the term of his/her successor as Bailli Délégué so long as he/she remains a member in good standing of the Bailliage des Etats-Unis.

6.3    The National Council

The National Council shall be composed of Members in good standing of the Bailliage des Etats-Unis who hold one or more of the following offices and/or positions: Member of the Board of Directors; Chancelier Délégué L’Académie de Gastronomie Brillat-Savarin des Etats-Unis; Vice Echanson des Etats-Unis, Société Mondiale du Vin; Vice Chancelier Délégué L’Académie de Gastronomie Brillat-Savarin; Vice Conseiller Culinaire & Professionals des Etats-Unis; Vice Conseiller Gastronomique des Etats-Unis; Vice Chargé de Presse des Etats-Unis; Bailli Provincial; Conseiller Culinaire & Professionals Provincial; Chambellan Provincial; Echanson Provincial; Chargé de Presse Provincial; Bailli; all former Baillis Délégués; Grand Commandeurs; Pairs and the appointed Members of the Elections Committee and the Members of the Audit Committee. Council Members shall vote (either in person or by proxy) as a class on all matters which Members may vote on under the Not-For-Profit Corporation Law of the State of New York. When Council Members vote as a class, no vote of any other class of Members shall be required. Pairs, Grand Commandeurs, and Elections Committee Members shall be non-voting and not count towards a quorum

6.4    Nominations and Elections of the Board of Directors/National Officers and Audit Committee Members

(a)     Candidates shall be nominated for the designated National Offices and Members of the Audit Committee (designated in section 6.10 of these By-Laws) by Members of the National Council, except as to the Grand Echanson des Etats-Unis, Société Mondiale du Vin; Conseiller Culinaire & Professionals des Etats-Unis; Conseiller Gastronomique des Etats-Unis; Chargé de Presse des Etats-Unis; Chancelier Délégué, Académie de Gastronomie Brillat-Savarin; Foundation Chair; Jurisconsult and Bailli Délégué Honoraire, all of whom except the Bailli Délégué Honoraire, shall be appointed by the Bailli Délégué (subject to ratification by the Board of Directors serve at the pleasure of the Bailli Délégué and whose terms shall in any event automatically expire with that of the appointing Bailli Délégué. The termination of an appointed National Officer by the Bailli Délégué must be ratified by a majority of the entire Board of Directors. Such nominations shall be by petition in written form and submitted to the Chairman of the Elections Committee and the Bailli Délégué, both of whom must receive such nomination at least forty-five (45) days prior to the noticed date of the Meeting of the National Council at which elected National Officers and Audit Committee Members are to be elected. Such petition shall be signed by not less than five (5) National Council Members. Petitions may be executed in counterparts, each of which will be deemed to be an original and all of which, taken together, will be deemed to be one petition.  Execution of such petition by any party will not become effective until a counterpart has been executed by the required number of petitioning parties.  Other than solicitation of signatures for petitions, candidates seeking National Office shall refrain from general electioneering until proper petitions are duly filed.  A Candidate for Bailli Provincial must maintain a residence within the Region that he/she administers. Anything herein to the contrary notwithstanding, only the Baillis of Bailliages within the geographical jurisdiction of a Bailli Provincial, and eligible to vote at National Council meetings, shall nominate, vote upon and elect their said Bailli Provincial. All other provisions of subsection (c) hereof and Procedural Rules for National Officer Elections shall be substantially followed.

(b)     No person may serve both as a local Bailli or Regional Officer and as a National Officer; and, a National Officer may not hold two offices concurrently, except as specifically permitted herein.

(c)     At the Annual Meeting of the National Council immediately preceding the expiration of the term of the elected National Officers, or at a Special Meeting of the National Council called for the purpose of the election of elected National Officers, the National Council shall vote for and elect the said National Officers by secret ballot until a majority vote is achieved. Each National Officer shall be voted for separately and elected by majority vote in the order set forth in Section 6.2(a) above. Notwithstanding anything to the contrary that may be provided for herein, all National Council Meetings at which an election will be conducted must be on at least sixty (60) days' written notice. In the event that there are more than two (2) candidates for an office, be it National or Local, the use of Preferential Voting is authorized. The Board of Directors may from time to time adopt rules to be followed in the conduct of elections.

(d)     At the Annual Meeting of the National Council immediately preceding the expiration of the term of the Members of the Audit Committee, or at a Special Meeting of the National Council called for the purpose of election of said Members of the Audit Committee, the National Council shall vote for and elect three (3) Members of the Audit Committee by plurality vote, which vote shall be by secret ballot.

(e)     The Bailli Délégué shall appoint an Election Committee to serve at his pleasure. The Committee shall be composed of three (3) persons. The appointed Members shall be deemed Members of the National Council, but without a vote (unless said Member is otherwise entitled to membership in the National Council by virtue of the provisions of Section 6.3, aside from being a Member of the Elections Committee). The Committee shall perform each of the following duties in the following suggested sequence: (i) determine the authenticity, validity and effect of proxies, if any; (ii) hear and determine all challenges and questions in any way arising in connection with the existence of a proxy or a right to vote of a Member; (iii) determine the existence of a quorum for purposes of a vote; (iv) receive, count and tabulate all votes, ballots or consents; (v) conduct the voting process; (vi) determine when the polls are closed; (vii) determine the results of any election or vote; and, (viii) take such other actions as may be appropriate to accomplish each of the above tasks. The Committee Members shall perform their duties impartially, in good faith and as expeditiously as practical. The Committee shall act by a majority and its decisions, acts and certification of results shall be final and effective in all respects. Any report signed by two (2) Members of the Committee shall be prima facie evidence of the results and facts stated in that report. Should a Member of the Elections Committee be nominated and agree to stand for a National Office, his/her membership on the Committee shall automatically terminate; and, the Bailli Délégué shall appoint another Member to fill the vacancy created thereby.

(f)      Every person entitled to vote for National Officers and any other elected positions or on any other matter authorized by this Society's By-Laws shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Elections Committee. A validly executed proxy shall continue in full force and effect unless: (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Elections Committee stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the Meeting and voting in person by the person executing the proxy; or, (ii) written notice of the death or incapacity of the maker of that proxy is received by the Elections Committee before the vote pursuant to that proxy is counted. No proxy shall be valid after the expiration of eleven (11) months from its date, unless otherwise provided in the proxy.

6.5    Terms of Office

The term of office of elected National Officers and Audit Committee Members shall be three (3) years (terminating as of July 1 of every third year subsequent to July 1, 1993) except for those who are appointed pursuant to Section 6.4(a) above. No person may be elected to the same National Office for more than two consecutive three (3) year terms provided, however, that an unexpired term served by an individual elected by the Board of Directors to fill a vacancy shall not be counted as one term of the two (2) consecutive three (3) year term limitation provided the time remaining of the term is less than one-half (1/2) of the time of a full term.

6.6    Removal, Death or Resignation

(a)     A Director other than a National Officer elected by the National Council may be removed for cause by a majority vote of the entire Board of Directors. In such case, the Director shall be provided with an opportunity to be heard upon ten days’ written notice, which notice shall state the grounds which are the basis for the motion for removal. Cause is defined as acts of malfeasance in office. Any National Officer/Director, may be removed with or without cause by a majority of the entire voting members of the National Council.

(b)     If a vacancy exists or occurs in the office of a Director/National Officer, including the Bailli Délégué, the Board of Directors will forthwith elect a replacement for the unexpired term for said office, except the replacement for the: Conseiller Culinaire & Professionals des Etats-Unis; Conseiller Gastronomique des Etats-Unis; Chargé de Presse des Etats-Unis; Chancelier Délégué, L’Académie de Gastronomique  Brillat-Savarin; Foundation Chair; Grand Echanson, Société Mondiale du Vin; Vice Echanson des Etats-Unis, Société Mondiale du Vin; Vice Conseiller Culinaire & Professionals des Etats-Unis; Vice Conseiller Gastronomique des Etats-Unis; Vice Chargé de Presse des Etats-Unis and Jurisconsult all of whom shall be appointed by the Bailli Délégué and serve at his pleasure and whose appointment is subject to ratification by the Board of Directors.

6.7    Baillis - Nominations, Elections, Term and Removal

(a)     The Board of Directors shall from time to time adopt and circulate Procedural Rules to be followed for the election and removal of Baillis.

(b)     If, pursuant to the Procedural Rules, the time for proposing nominations has passed, and there is only one candidate for Bailli, that candidate shall be deemed elected. If there are two or more candidates, a formal election shall be conducted in accordance with the Procedural Rules adopted by the Board of Directors.

(c)     Each Bailli shall be the representative of the Bailliage Members of his/her Bailliage.

(d)    The term of each Bailli shall commence as of the July 1st immediately following election (notwithstanding the fact that he/she may not as yet have been formally elevated or was previously formally prior to the commencement of the new term) and shall terminate when a successor is duly elected (or appointed pursuant to section 6.7 (e) hereof) and taken office, but not later than July 1st of every third year subsequent to July 1, 1996. A Bailli may succeed himself/herself in office.

(e)     In the event of a failure to elect a Bailli in accordance with the Procedural Rules adopted by the Board of Directors, death, incapacity, resignation or removal of any Bailli prior to the end of his/her term, the Bailli Provincial shall nominate a replacement and, subject to his/her approval of the nominee, the Bailli Délégué shall make said appointment as an Acting Bailli. The Acting Bailli shall serve until a new Bailli is elected for the unexpired term. To the extent practicable, the Procedural Rules adopted by the Society’s Board of Directors for the election of Baillis shall be followed. An Acting Bailli shall have all of the powers of a Bailli (including the power to vote as a member of the National Council), but will receive the title of Bailli only after having been duly elected to the office and will receive the ribbon of office only upon being formally inducted.

(f)      The Society's Board of Directors may remove a Bailli for cause after providing the Bailli with an opportunity to be heard upon fifteen (15) days' written notice. Such notice shall state the ground(s) which is the basis for the motion to expel. Further, the Bailli shall have the opportunity to be heard by the Board, orally or in writing, at least five (5) days before the removal becomes effective. The Members of a Bailliage may remove a Bailli with or without cause provided, in the event of removal for cause, an opportunity to be heard as set forth above is given. The vote required to remove a Bailli by the Members of a Bailliage shall be a majority of the entire number of members in good standing of the Bailliage, at a properly called meeting. In addition, a Bailli Provincial may initiate the removal of a Bailli in his Region for poor performance or for the best interest of the Society. With the approval by majority vote of a committee composed of the Bailli Délégué, the Chancelier National and the Argentier National, the Bailli's authority to act as Bailli shall be suspended forthwith. The suspension shall result in termination and removal from office unless, within 30 days of the effective date of suspension, the Bailli requests a hearing. If requested, a hearing shall be held within 30 days of the request before a committee composed of the Bailli Délégué, the Chancelier National and the Argentier National. If the suspension is upheld by a majority vote of the said committee, or if no hearing is requested, the Bailli shall be deemed formally removed from office, and further shall be ineligible for election or re-election to the office of Bailli of a Society bailliage.

(g)     Notwithstanding anything else contained in these By-Laws to the contrary, the Bailli Provincial shall nominate the initial Bailli of a newly formed Bailliage in his/her Region; and, subject to his approval of the nominee, the Bailli Délégué shall make said appointment.

6.8    Meetings

(a)     An Annual Meeting and at least one (1) additional Regular Meeting of the Board of Directors shall be held at such times and places as the Board of Directors shall determine.

(b)     An Annual Meeting of the National Council shall be held at such time and place as the Board may from time to time determine, subject however to the requirement that it shall be held within the geographic boundaries of the Bailliage des Etats-Unis at a location with daily scheduled airline service. The Annual Meeting of the Board of Directors shall be held prior to that of the Annual Meeting of the National Council. The Argentier shall cause written notice of the Annual Meeting to be mailed at least twenty (20) days in advance thereof to all Members of the National Council.

(c)     Special Meetings of the Board may be called at any time by the Bailli Délégué upon fourteen (14) days' written notice mailed to each Director setting forth the time, place and purpose of said Special Meeting. A Majority of the Board or one-quarter (1/4) thereof (which includes the Chancelier and Argentier), may also call a Special Meeting of the Board or National Council by such notice signed by the Directors calling the Meeting. Where a Special Meeting of the Board of Directors or National Council is called by the Board, only ten (10) days' written notice shall be required. Any one or more Members of the Board or any Committee thereof may participate in a Meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the Meeting to hear each other at the same time. Participating by such means shall constitute presence in person at the Meeting. Any Special Meeting of the Board may be called as a Meeting by telephone conference, in which case only five (5) days' written notice of such Meeting shall be required. The Argentier shall cause appropriate prior written notice of all Meetings of the Board of Directors and the National Council to be given to the Directors, except any Special Meetings (either of the Board or National Council) called by the Board, which shall be noticed in the manner set forth above.

(d)     The transactions of any Meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a Meeting held after regular call and notice, if a quorum is present; and if, either before or after the Meeting, each of the Directors not present signs a written Waiver of Notice or a Consent to holding the Meeting or an approval of the Minutes of the Meeting. All Waivers, Consents and/or Approvals shall be made a part of the Minutes of the pertinent Meeting.

(e)     Unless otherwise provided herein to the contrary, the number of Directors necessary to constitute a quorum at any Board Meeting shall be a majority of the voting Directors. The number of Members of the National Council necessary to constitute a quorum at any Meeting thereof shall be at least forty per cent (40%) of the entire number of Council Members (other than Pairs, Grand Commandeurs and Elections Committee Members), whether in person or by proxy.

(f)      Whenever any corporate action is to be taken by vote of the National Council it shall (except as otherwise required by the Certificate of Incorporation of the Society, these By-Laws or by applicable law) be authorized by a majority of the votes cast at a Meeting of the National Council by the Members of the National Council entitled to vote thereon, whether in person or by proxy. Each member of the National Council shall have one vote, notwithstanding the fact that a Member may qualify to be a Member of the National Council because of more than one office or position held by such Member, except for Pair and Elections Committee Members.

(g)     The Board of Directors may take any action without a Meeting that may be required or permitted to be taken by the Board at a Meeting, if all of the voting Members of the Board individually or collectively consent in writing to the action. The Written Consent or Consents shall be filed in the Minutes of the proceedings of the Board. The action by Written Consent shall have the same effect as an unanimous vote of Directors. Any Certificate or other document filed with the Minutes of the proceedings shall state that the action was taken by unanimous Written Consent of the Board without a Meeting and that the By-Laws of the Society authorize this action.

6.9    Order of Business

The order of business at any Meeting of the National Council shall be substantially as follows:

(a)     Roll Call;

(b)     Approval of Minutes of preceding Meeting;

(c)      Communications and Announcements;

(d)      Report of the Bailli Délégué des Etats-Unis;

(e)      Reports of National Officers, when pertinent;

(f)        Reports of Committees, if pertinent

(g)       Unfinished Business;

(h)       New business; and,

(i)        Adjournment

6.10  Committees

The Board of Directors shall designate all of its Special Committees and the Bailli Délégué shall designate the membership composition thereof (with the exception of Members of the Audit Committee). However, notwithstanding the foregoing, there shall be an Audit, Baillis Provinciaux, Société Mondiale du Vin and Brillat-Savarin Committee, all of which shall be Permanent Special Committees. Special Committees shall serve at the pleasure of the Board until their work and purposes have been completed. Except for the Société Mondiale du Vin Committee (the Chair and Vice-Chair of which shall be the Grand Echanson and Vice Echanson, respectively), the Bailli Délégué shall designate a Member thereof as its Chair and another Member as Vice-Chair. The Bailli Délégué shall serve as an Ex-Officio member of all Committees, except the Audit Committee. The Audit Committee shall consist of those Members who shall be elected in accordance with the provisions set forth in these By-Laws. The Chair and Vice-Chair of the Audit Committee must be designated from those Members who have been elected by the National Council.

6.11  Employees

The Bailli Délégué, subject to the ratification of the Board of Directors, shall have the authority to engage and employ such personnel as may be necessary for the efficient, prudent and proper conduct of the business and affairs of the Society, and shall fix salaries and designate duties of each employee. Both the engagement (including the terms thereof) and salary of personnel to be employed shall be subject to ratification by the Board of Directors.

6.12  Open Meetings

Any Member of the Society though not a National Council Member may nevertheless attend, although not participate in, any Meeting of the National Council, subject to space limitations. Any National Council Member though not a Member of the Board of Directors may nevertheless attend, but not participate in, any Meeting of the Board of Directors which are not Executive Sessions, subject to space limitations. Minutes of Meetings of the National Council and of the Board of Directors may be inspected without charge by any Member of the Society at the National Administrative Office during regular business hours. Copies of such Minutes shall be sent to any Member of the Society upon written request and payment for reasonable copying and actual delivery Chargés.

6.13  Meeting Rules

The rules set forth in the most current edition of Robert's Rules of Order shall govern the Society in all cases where applicable and in which they are not inconsistent with these By-Laws.

6.14  The National Conseil d'Honneur

The National Conseil d'Honneur shall be composed of all Pairs and National Officers Honoraire of the Bailliage des Etats-Unis in good standing and shall serve in an advisory capacity to the National Council.