Bylaws change 2

Frequently Asked Questions


Do these changes align with NACUFS Core Values?

Yes, NACUFS core values are integrity, inclusiveness, critical thinking, responsiveness, and continuous improvement. These bylaws changes align very closely with these core values. By assuring the board can respond in a quickly changing environment, these changes align with core values of responsiveness and continuous improvement. Allowing a more diverse group of individuals to serve on the Board aligns with inclusiveness.

Additionally, NACUFS’ mission is to support and promote excellence in collegiate dining. By aligning our bylaws with the reality of collegiate dining operations, this change is directly aligned with the NACUFS mission. The NACUFS 2022-2024 strategy is built on this mission and includes four strategic initiatives, which were approved by the NACUFS Board of Trustees in the fall of 2021. These initiatives are to:

• Advance learning and development within the collegiate foodservice industry

• Communicate NACUFS brand qualities and value-added proposition to all stakeholders, including current and future members

• Provide pathways for all NACUFS members to optimally engage and connect

• Ensure that NACUFS is an inclusive organization that seeks a diverse membership and customer base

Each of these strategic initiatives will be advanced by these necessary changes to the NACUFS Bylaws. The changes are consistent with and supportive of NACUFS’ priority strategic initiative to be an inclusive organization. These changes will also bring more diverse perspectives into NACUFS' leadership. These changes will allow NACUFS to become a more modern organization and improve the governance structure. All the changes combined will allow NACUFS to stay relevant and provide more value year-over-year to all NACUFS members.


What is the full extent of the change?

There are three major parts to this modernization plan: update leadership titles to align with industry norms, consistent with good governance practices empower the NACUFS Board of Trustees to make bylaws changes, and permit a limited number of on-campus contract employees to serve on the Board. In addition to these major changes, there are some administrative changes happening to clarify who is allowed to serve on committees, remove outdated language from previous bylaws changes, and correct grammar.


Why is this change necessary, and why now?

Like our members, it is important that NACUFS lives its core values in an authentic manner. The fact that NACUFS values continuous improvement, inclusiveness, and responsiveness necessitates that we have fully modernized bylaws that position the organization to provide maximum member value and ensure that we remain relevant to the collegiate dining community.  We are all operating in a rapidly changing environment; adopting these bylaw changes now allows the NACUFS Board to be poised to adapt to a changing landscape and ensures NACUFS can continue to provide up-to-date and innovative products and services to its members, become nimbler and more responsive, and fairly represent all aspects of collegiate foodservice. These changes are consistent with good governance and leading practices and convey that the organization is progressive and modern in its approach to delivering member value.


What result should we expect from this modernization?

You should expect to see NACUFS continue on a path to greater value and relevancy. These updates will not create any dramatic changes at NACUFS. They will simply modernize naming conventions to bring NACUFS into more contemporary vernacular, permit the Board to have the flexibility it needs to be more responsive and efficient, and address the inequality between member designations that currently exists. The changes will position the board to add more value and ensure the organization’s relevancy, as well as improve executive succession planning and recruitment.


What is the link between this change and previous strategies?

NACUFS has always valued staying relevant and being inclusive. These adjustments align NACUFS with its long-held values in the current moment and increase its responsiveness in ever-changing times.


Why would a staff member be the President of the organization?

Giving the chief staff officer the title of president is a modern good governance leading practice and aligns with the structures many similar organizations use.  Many other leading associations in the college and university vertical use these naming conventions, including The National Association of College & University Business Officers (NACUBO), College and University Professional Association for Human Resources (CUPA-HR), the National Association of College and University Attorneys (NACUA), the National Association of Student Financial Aid Administrators (NASFAA), the National Association of Colleges and Employers (NACE), and the Council for Advancement and Support of Education (CASE).   Providing the chief staff officer the title of president further positions NACUFS as a modern, progressive organization thereby allowing NACUFS to recruit the most highly qualified candidates for the role in future executive searches. Finally, granting the title of President to the chief staff officer allows the highest-ranking elected officer the elevated title of “Chairperson.” This is also consistent with the naming conventions used in many universities.


How will “past presidents” be referred to when the NACUFS chief elected officer becomes Chairperson of the Board?

Going forward, NACUFS will refer to past presidents as past chairpersons. However, the past presidents themselves may use whichever moniker they choose.


Do these changes benefit all NACUFS members?

Yes, these changes benefit all NACUFS members, whether you are from a self-operated operation, contracted school or a vendor partner from the industry. These changes will enhance the value of NACUFS membership and increase NACUFS’ relevance by allowing more diverse perspectives into leadership, allowing the Board of Trustees to respond efficiently to a constantly changing environment, and permit the association to recruit the best talent in future leadership searches.  


Is NACUFS historically only for self-operated schools?

Historically, the vast majority, if not all, collegiate dining programs were self-operated, but that is no longer the case. For NACUFS to live up to its mission and values to serve collegiate foodservice professionals, it is vital we include all aspects of collegiate dining to stay relevant and provide the greatest value to our members.


Will contract companies be setting the path for NACUFS’ future?

No, contract companies will not be setting NACUFS’ future path. This change allows on-campus operators who are employed by contract companies and work on NACUFS member campuses to be elected to the NACUFS board. These contract employees will have to be vetted and nominated by the NACUFS nominating committee and be voted on by the membership. Under the proposed changes, the number of contract employees permitted to serve at any one time is limited and collectively contract employees can never hold a majority position on the Board. Corporate employees of contract companies have been allowed on the NACUFS Board as industry members for many years, and these changes will not impact that particular role.


Why should the Board have the authority to make all bylaws changes?

The Board has long been empowered with the authority to change most areas of the bylaws, which has helped NACUFS increase its relevance and value. Additionally, the NACUFS Board of Trustees has a fiduciary duty to NACUFS as an organization, so it is legally bound to act in NACUFS’ best interest. This legal duty is not a requirement of the general NACUFS member. Allowing the group of individuals already possessing authority on most changes and legally bound to act in the best interest of the association to make all bylaws changes will enable NACUFS to remain relevant and bring greater value to all NACUFS members.


How does an individual become a member of the NACUFS Board of Trustees? 

There is an extensive nominating process that takes place in order to be selected to serve on the NACUFS Board of Trustees. First, the current board conducts a gap analysis, taking into consideration the NACUFS strategy, to determine priority candidate attributes. The nominating committee then identifies candidates they believe are ideal based on these priority key attributes and other diversity characteristics. An open call is also announced during this time.  After reviewing and evaluating each candidate, candidates being moved forward to the interview stage are asked to complete written questionnaires and scheduled for candidate interviews, which are undertaken by nominating committee members. Once interviews and written submissions are reviewed, the committee recommends a final slate. The Board of Trustees then approves or adjusts the slate. The slate is announced to the general membership, and an additional nominating period is opened to accept nominees from the membership. If additional candidates are put forward, the nominating committee will vet them, and if necessary, a revised slate will be presented to the Board. If the slate is revised, this will once again be announced to the membership, who will vote on the slate at the General Membership Assembly. 


What are bylaws?

Bylaws are governing documents that define how, in a very broad sense, an organization must conduct business. They define how the organization must be governed, how the Board of an organization must operate, and the purpose of the organization. 


What are articles of incorporation? 

Articles of Incorporation are a document filed with a governmental body, in NACUFS case, the State of Michigan. These documents are essentially a contract with the government on how an organization will operate. They define the general purpose of the organization, and at a broad level define how the organization is required to operate.


What are the board’s duties? 

A board is responsible for setting strategic direction, ensuring the necessary financial resources, and oversight of an organization. The board has a legal obligation to make the right choice for the organization they serve, and not advance their own personal agenda. The board is not responsible for day-to-day management of an organization, but rather for oversight of the organization’s progress towards the strategic direction which was set by the board.


How will voting delegates make their choice during the voting at the annual meeting?

Voting delegates will be presented with the  Board of Trustees candidate slate, and then separately will vote on each individual Bylaw and Articles of Incorporation issue area.

What organizations allow just the board to change bylaws? Where is the accountability? 

Good governance dictates that boards regularly review the bylaws to ensure they are following the bylaws and to make necessary updates. Consistent with good governance practice, many organizations, including similar higher ed organizations, operate under a structure that allows the board to make all changes to their bylaws. For example, Organizations such as ACUHO-I, NACS (National Association of College Stores), APPA (education facilities professionals) and UPCEA (University Professional and Continuing Education Association) allow their boards to change their bylaws without a member vote.

The board members will continue to be elected and are therefore held accountable by that process.

Why aren’t we focusing on increasing independent college and university membership? Why has the focus been shifted to contractors?

NACUFS’ current focus is on growing membership in general. Self-operated, contracted and hybrid institutions are welcomed and encouraged to become members, and recruitment efforts focus on all higher ed institutions who have dining operations.

Would the board consider tabling these motions so the conference can celebrate the 65th anniversary and welcome all the members in a positive atmosphere, instead of bringing a contentious discussion to the conference?

The board strongly believes that these changes are crucial to upholding a strong and resilient future for NACUFS. We believe that we can celebrate NACUFS’ 65-year anniversary while simultaneously updating the association’s governing documents to ensure that NACUFS can thrive into the future and guarantee many more years of relevancy and vibrant community for its members. 

Pertaining to board members, are the "contractors" employees of the school or the actual contract company?

These changes refer to employees of a contract company who work full time on campus.

How does requiring a membership vote on the bylaws named in Article XII restrict the board from working effectively or quickly? Do these bylaws really need to be changed quickly and without approval of the general membership? If this change is approved, could any single board change the name and purpose of the association, restructure membership definitions and categories, realign the regions, redefine the terms of office of elected and appointed officials, restructure how elections are conducted, redefine how (and if) a board member may be removed from their position, and restructure the nominating committee?

The organization is not necessarily seeking to move more quickly – leadership is looking to work more efficiently and in a manner that is consistent with good governance. Allowing the board to make these changes without a member vote enhances efficiency and positions the board members to fulfill their fiduciary responsibilities. The board makes decisions based on up-to-the-minute data and evidence in order to respond to the rapidly changing environment within which NACUFS must operate. As far as the actions cited above, a board would not be able to change the name and purpose of the organization, which would require a membership vote to amend the NACUFS Articles of Incorporation, nor could it restructure how elections are held, as this is defined by state and federal law governing nonprofit organizations; however, the other actions are governance actions and decisions typically determined by a board of trustees.

If the NACUFS Board is granted the opportunity to change bylaws without a member vote, could the limit of three contract representatives be changed if board-approved? In addition, could a contract company employee eventually hold the role of president, as currently named, with additional bylaw changes by the board?

Yes, the board could change the number of contract employees allowed to serve on the board, and contract employees could hold roles such as president, if such a change was made. The selection of individuals for these positions works the same way at-large trustees are elected. The individual is thoroughly vetted, interviewed and then elected by the membership at the General Membership Assembly.

Members allow this organization to thrive. By saying members don't want what’s best for the organization, does that reveal how little membership is thought of?

The association's members are of paramount importance, as they are the reason for its existence. NACUFS is a trade association, rather than a professional association; therefore, NACUFS members are institutions. When an individual serves as a voting delegate and is voting at a membership meeting, they are representing their institution. Most institutions have an expectation that someone representing the institution would be acting in the institution’s best interest. When individuals are elected to the NACUFS Board, they are elected as individuals and, in their individual capacity, become trustees who are required to act in NACUFS’ best interest. Therefore, when we say that the board has a duty and individual members are not required to act in this same way, we are not saying that individuals do not care about NACUFS. We mean that the individual’s duty is to act in the best interest of their employer, which is the NACUFS member they are representing.

Removing Article XII would permit the board to change how board members gain office. The idea was floated during the bylaws revision that elections could be eliminated altogether and the board could appoint new members. Would this outcome be possible?

No. Although a member may have “floated” this idea, removing Article XII – or amending it, as the board is recommending – would not allow for or permit the board to eliminate elections and appoint new members. NACUFS is required to abide by the Michigan Nonprofit Corporation Act, which requires that NACUFS’ members elect the directors at an annual meeting of the association.  Therefore, it would not be possible for the NACUFS Board of Trustees to eliminate elections and appoint new board members.