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SUMMARY OF MATERIAL CHANGES RESULTING FROM ADOPTION OF PROPOSED RESTATED BYLAWS
Reclassification of Memberships
Upon adoption of the Restated Bylaws, the outstanding memberships of the ACF Monterey Bay Chapter (the “Corporation” shall be reclassified as follows:
(i) Members previously classified as “Professional Culinarians,” “Senior Professional Culinarians” and “Life Senior Professional Culinarians” shall be reclassified as Professional Members, provided that they meet the eligibility requirements for membership as Professional Members under the Restated Bylaws and, if they do, will retain their voting rights. Professional Members shall be voting members of both American Culinary Federation, Inc, (“ACF National”) and the Corporation.
(ii) Members previously classified as “Culinarians,” “Junior Culinarians” and “Student Culinarians” shall be reclassified as “Associate Members,” provided that they meet the eligibility criteria for Associate Members and as Gastronomy Members if they do not. All Associate Members shall have one-half (1/2) vote on all matters voted on by the members of ACF National, and a full vote on all matters voted on by the members of the Corporation.
(iii) Members previously classified as “Associate Members” shall be reclassified as “Vendor Members,” provided they meet the eligibility criteria for Vendor Members. Vendor Members shall have voting rights as members of ACF National and the Corporation; provided that they designate a representative to vote the membership held by their businesses. If for any reason a former Associate Member does not meet the eligibility requirements for a Vendor Member, the business shall be reclassified as a Gastronomy Member.
(iv)Any Member previously classified as a “Allied Member” or “Culinary Enthusiast Member” shall be reclassified as a Gastronomy Member and shall have no voting rights.
(v)Any Member previously classified as a “National Member” shall be reclassified as a Professional Member, Vendor Member, Associate Member or Gastronomy Member based on the eligibility criteria met by such Member as determined by ACF National and the Board of Directors.
Quorum for Meetings of the Members
The quorum for a meeting of the Voting Members shall be reduced to ten percent (10%) of the Voting Members from the statutory default requirement of thirty percent (30%).
Nomination of Candidates for Appointment to the Board of Directors
Voting Members, who desire to nominate candidates for appointment to the Board of Directors (other than the candidates nominated by the Election Committee) shall be required to make such nominations within ten (10) days of receipt of Notice of the candidates nominated by the Election Committee. Only qualified candidates nominated by at least two (1) Voting Members shall be placed on the ballot.