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American Culinary Federation, Inc. Board of Governors—Annual Meeting

Monday, July 13, 2009 Orlando World Center Marriott, Orlando FL

The meeting was called to order at 8:00 a.m.

Board of Directors Present: John Kinsella CMC, CCE, AAC, National President; Edward G. Leonard, CMC, AAC, Immediate Past President; Walter Bronowitz, CCC, CCE, AAC, National Secretary; Joe Aiello, CEC, AAC, National Treasurer; Tom Macrina, CEC, CCA, AAC, Chair - American Academy of Chefs; David Russell, CEC, AAC, Vice President Central Region; Mark Wright, CEC, AAC, Vice President Northeast Region; Elizabeth Baase, CEC, AAC, Vice President Southeast Region; Harry Brockwell, CEC, AAC, Vice President Western Region. Staff Present: Heidi Cramb, Bill Myers, CPA, CAE, Cathy Sterling, Linda Leo, Artrice Weaver President John Kinsella, CMC, CCE, AAC called the meeting to order and welcomed the participants. Chef Walter Bronowitz, CCC, CCE, AAC was introduced to read the Culinarians Code and gave a brief overview of the voting procedures. President Kinsella turned the podium over to Membership Manager, Linda Leo, to call the roll: The following chapters were represented:

Chapter Chapter Name President Proxy AR012 ACF Central Arkansas Chapter Michael Powell AZ023 ACF Chefs Assn of Southern

Arizona Tucson Elizabeth Mikesell,

CEC, AAC AZ033 ACF Chef's Association of

Arizona, Inc. Carlton Brooks, CEPC,

CCE BA011 Bahamas Culinary Association Edwin W Johnson, HAAC CA013 ACF Chefs de Cuisine

Association of California Whitney S Werner, CEC, CCA

CA033 ACF Orange Empire Chefs & Professional Cooks Association

Richard Reilly

CA043 ACF California Capital Chefs Association

Frederick W Sullivan

CA063 Chefs de Cuisine Association of San Diego

David L. Chenelle

CA073 Santa Clara Valley Chapter Jason K. Morse,CEC CA083 ACF Monterey Bay Chapter Burt P.Cutino,

CEC,AAC,HBOT,HOF CA125 ACF CACF Heart of the Valley Joseph L. Sisemore CA163 ACF Southern CA Inland Empire

Chefs & Cooks Association Bobby Moghaddam,

CEC,CCE CO013 ACF Colorado Chefs Association Jason K Morse, CEC

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CO023 ACF Pikes Peak Chapter Inc Scott Crum, CEC CT011 Connecticut Chefs Association William C Apicerno, CEC DC011 ACF Nations Capital Chefs

Association Gregory Sharpe, CEC

DE011 Delmarva Chefs & Cooks Association

Raymond A Hilligoss, CCE

DE021 ACF First State Chefs Association Thomas A Hannum, CEC FL011 ACF First Coast Chapter Jeffrey P Nordman, CEC FL021 ACF Central Florida Chapter Roger W. Newell, CEC,

CCE, CCA, CDM,

FL041 ACF Palm Beach County Chefs Association

Donald E Sedivy, Jr., CEC

FL051 ACF Tampa Bay Culinary Association

Frederik J Lucardie, CEC, AAC

FL061 Fort Lauderdale ACF, Inc. V. Paul Citrullo, CEC,CCE

FL081 ACF Inc Florida Suncoast Cooks Association

Tod Hess

FL101 First Coast Technical College Brett L. Harris, CEC FL121 ACF Treasure Coast Chapter E. Scott Sibley FL131 ACF Sarasota Bay Chefs

Association Brian D. Knecht, CEC, CCA, ACE, AAC

FL201 ACF Gulf To Lakes Chefs & Cooks Association, Inc

Matthew B Dennis, CEC

FL211 ACF Caxambas Chapter of Naples and Marco Island

Ralph C Feraco, CEC, AAC

FL251 ACF Tallahassee Area Chefs Association

Pamela F Manley, CC

GA011 ACF Greater Atlanta Chapter Inc Michael A Deihl, CEC, CCA, AAC

GA071 ACF Middle Georgia Chefs Association

Elizabeth A. Baase, CEC, AAC

HI043 ACF Kona-Kohala Chefs Association

Vernon Wong,CEC

IL012 ACF Chicago Chefs of Cuisine Inc

Richard Naglich, CEC, AAC

IL052 ACF Louis Joliet Chapter Frederick M Ferrara IL082 ACF Windy City Professional

Culinarians Inc Linda K Rosner, CEC

IN012 ACF Greater Indianapolis Chapter Michel Wilson IN032 ACF South Bend Chefs and

Cooks Gregory S Beachey, CCC

IN072 ACF Chefs of Northwest Indiana Jack H Mix KS012 ACF Wichita Area Chapter Scott E. McComas KY022 Bluegrass Culinary Association

ACF Samuel Sears, III, CEC, CCA

LA012 ACF New Orleans Chapter Mary P. Bartholomew, CCE

MA031 ACF Cape Cod & The Islands Chefs Association

Paul W Smith, CEPC, CCE

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MA041 ACF Epicurean Club of Boston Denise S Graffeo, CEC, AAC

MD051 ACF Greater Baltimore Chapter Fredrick A Parmenter, CEC, CCE, AAC

ME021 ACF Casco Bay Culinary Association

Daniel R. Unhru

MI012 ACF Michigan Chefs de Cuisine Kevin Brennan, CEC,AAC

MI022 ACF Capital Professional Chefs & Cooks Association of Greater Lansing Michigan

Rajeev Patgaonkar, CEC, AAC

MI052 ACF Flint/Saginaw Valley Chapter

Robert L Waskoviak, Jr., CEC

MN012 ACF Minneapolis Chefs Chapter James B Lund, CEC, ACE MO022 ACF Greater Kansas City Chefs Paul A Santaularia, CEC,

CCE

MO042 ACF Springfield / Branson Chefs Association

Chadwick Isom

MO062 ACF Central Missouri Chapter Dennis D Bahm, CEC NC011 ACF Inc. Charlotte Chapter Christopher F Donato, CEC NC031 ACF Triad Chapter NC Jeff Bacon,

CEC,CCA,AAC NC091 ACF Crosscreek & Sandhill Chefs

Association Scott A Margolis

NE032 ACF Professional Chefs and Culinarians of the Heartland

Michael T Roddey, CCC, CCE, MS ED, CDM

NH021 ACF Professional Chefs of New Hampshire

Robin M Feustel, CCC

NH071 ACF Great Bay New Hampshire Chapter

Robin M Feustel, CCC

NJ011 ACF Professional Chefs Association of South Jersey

Willie L Lewis

NJ021 ACF Professional Chefs Guild of Central New Jersey

Robert Gebhardt

NJ031 ACF Northern New Jersey Chapter

Michael J Smith, CEC

NJ051 The ACF Jersey Shore Chefs Association

Raymond Cattley, CEC

NM013 ACF Rio Grande Valley Chapter Charles W. Guiswite, CEPC

NV013 ACF Chefs of Las Vegas Kitti L Sanderson NV023 ACF High Sierra Chefs

Association Gary L Oien, CCC

NY031 Mid Hudson Culinary Association Noble L Masi, CEPC, AAC, HOF

NY051 ACF Professional Chefs / Cooks Association of Rochester

Michael W Macri, CEC

NY061 ACF of Greater Buffalo New York

Scott E Steiner, CCE

NY091 ICA - ACF Big Apple Chapter Jan Skrkon, CEC

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NY191 ACF Long Island Chapter Christopher Neary, CEC, CCA, AAC

OH021 ACF Columbus Chapter James Taylor, CEC, AAC, MBA

OH041 Maumee Valley Chefs Chapter ACF

Edward W Gozdowski, CEC, AAC

OH051 ACF Akron-Canton Area Cooks and Chefs

Mark S. Kent, CEC

OK012 ACF Tulsa Chapter Candyse Walker OR013 ACF Chefs de Cuisine Society of

Oregon Richard P Menegat, CEC

PA021 ACF Laurel Highlands Chapter Cindy A Komarinski, CCC, CCE

PA041 ACF Philadelphia Chapter Daniel D'Angelo, CEC,AAC

PA051 ACF Professional Chefs of Northeast Pennsylvania

Douglas J Petruzzi, CEC

PA061 ACF Pittsburgh Chapter Andrea C Schrenk, CEPC, CCE

PA181 ACF Harrisburg Chapter Brian D Peffley, CEPC, CCE

RI011 ACF Rhode Island Chapter Linda S Musch, CCE, AAC SC041 ACF Chefs of the Low Country Ronald Andrews, CEC SC051 ACF Midlands Chapter Vincent P Livoti SD021 ACF Black Hills Chapter of

Professional Chefs Clark V Braun, CEC

TN012 ACF Middle Tennessee Chapter Michael Osborne, CEC TX012 Texas Chefs Association Ernst W Gruch, CMC,

AAC

TX042 ACF Professional Chefs Association of Houston

Craig Meyer, CEC

TX092 ACF Chefs Association of Greater El Paso

Daniel Guerra

UT013 ACF Beehive Chefs Chapter Inc R Troy Wilson, CEC VA011 ACF Virginia Chefs Association Stephen P Perkins, Sr.,

CEC

WA013 ACF Washington State Chefs Association

Gary L. Fuller, CEC, CCE, AAC

WV011 ACF West Virginia Chapter Kenneth D. Legg, Jr.

Linda Leo determined that a quorum of chapter presidents or their proxies were present. Chef Bronowitz proposed a change to the 2008 Board of Governors minutes on page 14 of 16 before approval. The original statement stated that Chef Mark Wright presented a $500 check from ACF Greater Buffalo NY to ACF Culinary Team USA. It should state that Chef Mark Wright presented a $500 check from Erie Community College North Campus Williamsville, NY to ACF Culinary Team USA. Chef Bronowitz proposed it as an amendment.

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Chef Mike Deihl made the motion to make the change in the minutes and it was seconded and approved by 95.29% voting members in agreement. Chef Bronowitz asked if there were any additional changes to the 2008 Board of Governors minutes. There were no additional changes. Motion was made to approve the 2008 Board of Governors minutes and it was approved by 98.77% voting members in agreement. Chef Bronowitz asked if there were any discussions that needed to be made on the 2009 Standing Rules as they are presented. Chef David Chennel of Chefs de Cuisine Association of San Diego stated that this follows the Robert’s Rules of Order. On number 11, people are allowed to speak twice on any given day and this states that you can speak once. Are you allowed to have rebuttals if you are making a motion? Chef Bronowitz stated that this is per motion. The standing rules state that without permission of the assembly, no one can speak longer than 3 minutes per speech. Any member has a right to speak twice on the same question, on the same day. Motion was made to approve the 2009 Standing Rules as they are presented to the Board of Governors. It was approved by 93.98% voting members in agreement. President Kinsella presented a new chapter charter to the ACF Heart of the Valley Chefs Association of Modesto, CA. Chef Joseph Sisemore accepted the charter on behalf of the chapter. President’s State of the ACF Report President Kinsella began his opening statement and gave his State of the ACF report. When the board was elected to office there were 17,000 members, now there are over 21,000 members. That is a remarkable growth, although, some of the areas we are not showing growth. An example of that is that we are not retaining the Student Members. One of the things the Student Members are communicating is that they do not attend chapter meetings. The meetings do not capture their attention because they want to learn new ideas and they feel they are not learning. It is a different generation and different avenues need to be tried to attract young people. ACF Culinary Team USA won a world championship, regional championship in the Olympics, Junior World Championship and World Champion Student – Kariann Von Raesfeld until Chile for WACS in 2010. He commended Chef Leonard and all the people that worked so hard. President Kinsella spoke with Treasurer Chef Aiello when the current board took office and requested information as to where and what we needed to do. When we took office there was $800,000 in investments. Now we have a $1,163,000 in investments with a line of credit

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balance that is currently zero. In the Foundation, Chef Aiello with the help of previous treasurer, Chef Mark Wright, closed the “Going Concern” Gap. The Regional Vice Presidents - Chef Wright, Chef Baase, Chef Russell and Chef Brockwell worked extremely hard in their regions and this is why membership grew. One of the major discussion points has been state governance. The Vice Presidents went in and did some exploration into different chapters. One of the great strengths of a state governance is not that the chapters power or strength be taken away, but enhance their strengths of all the chapters as one unit meeting once a year. A lot of our members can’t afford to go to a conference or convention every year. One of the things needed is for them to be able to access what we do. The Texas and New York chapters do wonderful jobs and they come together and offer competitions and education. We have seen growth in the National Chapter because local chapters don’t have enough members to keep growing. We need for our local chapter president’s to step up and grab a hold of our members and build a stronger foundation to keep members around. One of my major efforts has been to try and enhance the chapter and membership and what we can offer. The vice presidents have limited budgets to travel around their chapters and visit each one, so the new board vice presidents will need your assistance to continue growth and enhance membership for the chapters and ACF. As the president, I came in to increase membership and keep our finances strong even though we took a hit in the market but we were able to stand the trouble and make some major moves. That is not where we are, we are where we should be because we are chefs and we are here to help young people and people of all ages to excel in their profession. We did a CMC Assessment at Midwest Culinary about a month ago. We were able to get 14 people in a room that want to take the CMC Test. Two days were spent by attending theory classes, lectures, and all practiced classical and freestyle baskets. The one thing that we found is that six candidates are viable candidates to take the test next year. This doesn’t mean that we will exclude anyone. We also did a practical exam at the college two weeks after that. We had nine applying for CEC, one for CCC and one for CSC. Only one person passed the CEC test, the CSC and CCC passed their exams. The Certification Commission has done many wonderful things and they are working on the next certification for Educators. We won’t be able to do the CMC exam for four to five years because we need at least 3 qualifying tests, so it can be validated by the National Organization for Competency Assurance (NOCA). NOCA also accredits architects, doctors and nurses and this is the type of accreditation that we need. All of our certifications are copywrited and the intellectual material belongs to us. We are doing WACS certification and we have another two years on that contract and we have people applying worldwide to come in and take the tests. Most of all I have had a great board and nothing would have happened without this board. President Kinsella thanked everyone for the opportunity to be their president. ACF is getting a great new president in Chef Michael Ty, CEC, AAC, and let us not look backwards and let us look forward.

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President Kinsella introduced Chef Bronowitz to do the update on the Bylaws, Policies and Procedures. Bylaws and Policies and Procedures Update Chef Bronowitz stated that we have two sets of Bylaws to address this morning; “we have the American Culinary Federation, Inc Bylaws and we have the American Culinary Federation Education Foundation Bylaws. We are going to do the ACF Bylaws first.” Motion was made to approve the changes to the American Culinary Federation, Inc. Bylaws as presented. The motion was seconded and there was not 2/3 of the vote taken so the Bylaws need to go question by question. Chef Bronowitz moved on to the American Culinary Federation Foundation Bylaws and there is one amendment change. There is a proposed change in the current package that you have, and it calls Chef and Child a Foundation and it is mentioned twice. Once in Article 5 Section A1 and in Article 7 Section A refers to Chef and Child as the Chef and Child Foundation. We want to remove Foundation from Chef and Child because it is part of the ACF Foundation and it is a correction that needs to be made. Motion was made to remove “Foundation” from “Chef and Child Foundation” because it is part of the American Culinary Federation Foundation. The motion was seconded and there was no discussion and approved with 88.51% of the voting members in agreement. First question is Article 1 which is a change in the American Culinary Federation Foundation to add Education to the name to make it the American Culinary Federation Education Foundation. Motion was made to add Education to the American Culinary Federation Foundation to make it the American Culinary Federation Education Foundation. The motion was seconded and there was no discussion and approved with 95.29% of the voting members in agreement. Article 2 Section 1 of the Bylaws, when we made the new categories of membership, we made the Culinary Enthusiast member and we now need to bring this section of eligibility in line with the other membership categories. We have now added the wording “or be a person of the general non-food professional community that has a passion for the culinary arts and…” Motion was made to approve the wording for Culinary Enthusiast member to put it in line with the other membership categories. The motion was seconded and there was no discussion and approved with 95.06% of the voting members in agreement. Article 2 Section 2c is under membership. There are two wordings for voting privileges. Under professional category Section d states “in the election of national officers and at-large directors.” We want to match the language in the previous paragraph in Section c.

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Motion was made to approve the wording change for Section 2c. The motion was seconded and there was no discussion and approved with 94.12% of the voting members in agreement. Article 4 Section 9 is to change the name from the American Culinary Federation Education Institute to the American Culinary Federation Education Foundation. Motion was made to approve the name change from “Institute” to “Foundation”. The motion was seconded and there was no discussion and approved with 97.62% of the voting members were in agreement. Article 4 Section 10 regards vacancies. This is an addition that we put in place in case the President or Immediate Past President are unable to complete their terms, then succession of the Presidency falls to the ACF National Secretary; if the National Secretary is unwilling or unavailable to serve, then to the ACF National Treasurer. After the above occurs, the Board of Directors shall decide if and in what manner a special election shall be held to fill the office of President. Motion was made to approve the vacancies of office in the case of whether the President or Immediate Past President were unable to complete their terms. The motion was seconded and a discussion ensued. A question was asked how the succession order came about. Chef Bronowitz stated that they looked at different non-profit models and this is the order that each followed. There were no other discussions and 88.51% of the voting members were in agreement. Article 7 Section 1-3 includes language of the Certification Commission. It has been in existence for a while but we didn’t have anything in our Bylaws to cover the Commission. This language was put in so we would have governance over it and it has a right to exist. Motion was made to approve the language of the Certification Commission in the Bylaws. The motion was seconded and there was no discussion and approved with 94.25% of the voting members were in agreement. Chef Bronowitz requested a motion to approve the foundation Bylaws changes in total. Motion was made to approve the American Culinary Federation Education Foundation Bylaws change in total. The motion was seconded and a discussion ensued. Questions were presented about the Culinary Team USA wanting to become its own foundation. Chef Leonard stated that the proposal to take Team out has been proposed for the past 8 years. The idea and concept is to form a foundation for the Team that would have some industry leaders on it, star chefs and people we have already spoken to and a lot of it is to help erase the fiscal responsibility which is always worried about at the foundation. The foundation would stand on its own which is similar to what Chef Ferdinand Metz, CMC, WGMC, AAC, HOF had with the National Restaurant Association Education Foundation (NRAEF). They

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were independent and the money wasn’t coming out of the ACF Foundation. Also, the biggest thing in these economic times is to raise money by getting some of those names on a new foundation by getting people in this industry to sit on the board. Hopefully some of those chefs names, along with the NRA, we can raise money for the ACF Culinary Team USA. Raising money has always been a challenge, a lot of the chapters and members have helped out and done an incredible job, especially with the last fundraising drive. ACF as a whole with all of its responsibilities to try and raise the kind of money needed has been a challenge. Most of the companies that we were fortunate to have for the 2008 Team are not coming back, but some has reduced up to 75% and our biggest sponsor Unilever has dropped back to 50% of their contribution because of the economic times. Chef Reimund Pitz, CEC, CCE, AAC had brought it up years ago and Chef Bert Cutino, CEC, AAC, HBOT, HOF suggested that we start an independent foundation. The chair of the Foundation would be the Immediate Past President having a seat on the board, the ACF Team Manager, the three Past Team Managers as well as another six industry people. Right now we are looking to have two from NRA and two very good name chefs and two other individuals. This board would make decisions for the Culinary Team USA; vote on the Team and ACF would still be represented. It would still be the ACF Culinary Team and would still represent the members similar to the 1980s Team. It was always considered our Team and our Chefs but yet it was an independent foundation that ACF didn’t have responsibility for financially or operationally. The proposal is to take the Team out of the current Foundation and let it stand on its own. Hopefully have success in raising money because right now it isn’t looking very good. The new structure with Chef Steve Jilleba, CMC, CCE, AAC as manager, are looking to cut out regional teams. The whole purpose of this is that it still belongs to the ACF as far as representing the chefs, but independently and financially it would stand alone so there wouldn’t be a financial risk to the organization. A question was asked does it come before the Board of Directors to approve or before the Board of Governors. Chef Wright made a comment that if you take the ACF Culinary Team USA out of the Foundation, “you would lose a little of it being your team. It would still be the ACF Culinary Team, and we should still have some jurisdiction over that as the Board of Governors. If they don’t raise the money, we still would be responsible for that Team. We need to make sure that our Secretary, Treasurer, and our President have some jurisdiction over the ACF Culinary Team USA. He is in favor of doing this because it is a great way to raising money; however, we need to have our members have the final say on the Culinary Team USA. Motion was made to approve the American Culinary Federation Education Foundation Bylaws change in total. The motion was not passed by 2/3 of the vote taken, so the Bylaws need to go question by question. Question 12: this motion is to approve the ACFEF name change to the American Culinary Federation Education Foundation Bylaws in total. This is only to change the name. It is

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currently the ACFEI. This proposal as discussed already is to change it to the education foundation. This is the only change. Motion was made to approve the name change from American Culinary Federation Education Institute to the American Culinary Federation Education Foundation. The motion was seconded and there was no discussion and approved with 96.55% of the voting members were in agreement. Chef Bronowitz proposed an amendment on Article V, Board of Trustees to accept the changes as presented to the Board of Governors and they will notice that the manager of Team USA would be removed as being a Trustee of the foundation. Chef Bronowitz then decided to move out of order and go to Article 7 Section B. This is a proposed motion to approve the presented changes to Article 7 Section B this one is talking about special committees, members and chairs. This one will remove the Culinary Team from these Bylaws. The proposal is to remove the wording about the Culinary Team from these Bylaws which in essence would remove the Culinary Team from these Bylaws. Based on the discussion we have had so far, Chef Bronowitz proposed to take this one first and then go back and adjust the amendments before this one. Chef Thomas Macrina proposed a motion to possibly table the whole document until the Board of Governors receive more information about everything until we really know what the foundation is and what it will be made up of. Motion was made to table the whole document about the Culinary Team USA. Motion was seconded and a discussion was ensued. This would be the remaining changes of this document. There was a concern about tabling this motion as more information may be pertinent. However, how much time do we have? We need to set up a timeline/deadline so we don’t hamper the fundraising abilities of the Team moving forward. It was stated that parliamentary procedure states that the motion has to be made first so it can be tabled. Motion was made to table the Foundation Bylaws, including the Culinary Team USA. Motion was seconded and a discussion was started again by Chef Kinsella. Chef Kinsella stated that the Culinary Team USA needs to start raising money now and the Team needs to start assembling. We can’t wait for another year because we are four months away from Luxembourg if we are going and we need to have tryouts. The whole discussion with NRA and other sister groups like the Research Chefs Association (RCA) and the American Dietetic Association (ADA) is to work together to support the Team and help us raise funds. Chef Leonard made a good point; it is going to very difficult to raise funds. So if we want to table the Team Foundation, there will be consequences. Chef Baase stated that this will not stop the Team from moving forward. Chef Kinsella stated that was correct.

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Chef Bronowitz stated that before he calls on a vote he wants to make an amendment on Chef Macrina’s motion. We should table the changes to Sections 7a, 7b and 7e which are the sections that pertain to Team only. Current Section D in red talks about the Accrediting Commission and the new edition Section F Governance of the Senior Chefs Committee are not involved in the sections for Team. Motion was made to table Culinary Team USA Sections 7a, 7b and 7e in the American Culinary Federation Education Foundation Bylaws. The motion was seconded and there was no discussion and approved with 79.31% of the voting members were in agreement. Chef James Taylor made a motion to give Chef Leonard 30 days to gather the information and present to the Board of Governors, so the board can vote electronically so he can proceed. Chef Michael Deihl of Atlanta seconded the motion. A discussion ensued on this motion. A question was asked if there needed to be a second motion as to when the board is going to vote on this. Chef Bronowitz stated that it can be made because there is no clear deadline. The Board of Governors will have 60 days from when the next information and motion is sent out. The board always needs 60 days notice; we are giving Chef Leonard 30 days to get the information to the Board of Governors. The new Board of Directors will vote on it first and then it will go onto the Board of Governors. Chef Jeff Bacon asked Chef Leonard if 30 days was enough time and it was agreed upon. Chef James Taylor made a motion to give Chef Leonard 30 days to gather the information and present to the Board of Governors so the board can vote electronically so he can proceed. It was seconded and approved by 97.73% of the voting members were in agreement. Chef Wright made a motion to take a break. Chef Bronowitz seconded the motion and a 10 minute break was given. Break was taken at 9:35 AM. Chef Kinsella called the meeting back to order at 9:45 AM. Chef Kinsella called Treasurer Chef Aiello to present the Treasurer Report. Treasurer’s Report Chef Aiello called the Internal Audit Committee Chair, Chef Rajeev Patgaonkar, CEC, AAC for the Internal Audit Report. Chef Patgaonkar stated that the audit committee met in the National Office per the Bylaws requirement at the end of March. The committee completed a detailed audit and the staff was cooperative at the National Office with all requests. Chef Patgaonkar stated that the board has all the information and won’t go over all the details, but will answer any questions. There were no questions from the Board of Governors.

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Chef Aiello called James Knutsen, representing Knutsen and Associates, to present the Independent Audit Report. There are three parts that his company does for the American Culinary Federation. They are to audit the financial statements and the Annual Report has the full set of financial statements and their opinions in that report. The second thing they do is write a letter of recommendation, which is also called a management letter with ideas and constructive comments for the board and the members, and the third thing is to insure that the ACF is in compliance with the IRS. James Knutsen stated that he had a few comments on the financial statements located on the bottom of page 12 of the Annual Report. In their opinion the consolidated financial statements present fairly the financial position and the changes in net assets for the year ended 12/31/08 in conformity with accounting principles in the USA. This is an unqualified report on 2008. A few highlights from the financial statements on page 14 shows that the total assets for 2007 were $4.2 million and for 2008 were $4.1 million so there wasn’t a lot of change. However, total liabilities went from $2.7 to $3.1 million. Net assets at the end of 2007 were $1.4 million and in 2008 were $1 million. The basic reason for the decrease was because of the stock market. About $350,000 of the net assets were reduced by the loss in the stock market. $1million dollars still in net assets, however, this is made up of two parts. You have restricted net assets where people have made donations for specific purposes and that totals $1.1 million. The ACF is actually in a small deficit in your operating or unrestricted assets. Last year ACF was in a deficit. On page 15 of the annual report, it shows the activities and it compares the two years. Support revenues had a major increase from 2007 to 2008. If one looks at the unrestricted funds, it went from $5.9 million to $6.9 million. However, expenses went up in line with the revenue, last year $6 million this year $6.9 million so you break even. In the management letter, the important thing is our opinion or conclusion. Our conclusion is that we did not identify any deficiencies in internal control that we would consider to be material weaknesses. All accounting practices are in control and sound, in good standing with regular internal controls used in your industries in a material nature. However, we always come up with certain ideas for the future. One is the financial condition; ACF is in a slight deficit with the unrestricted funds. We believe that the organization can not continue to sustain losses. It is very important to have a budget that will build a reserve and try to accumulate enough revenues to offset expenses. The second comment is that over the last couple of years, more and more banks do not return checks. As auditors, we would like to see the cancelled checks. The last comment is your compliance with the laws and regulations with the IRS. ACF is in compliance with the IRS in all the areas that are needed, particularly with the non-profit status and payroll reporting, and independent contractor status. Chef Aiello stated that with the unexpected downturn in the market, the investments were the hardest hit. However, the processes that were in place contained that loss that could have been devastating to this organization. Combined with the operation to break even, revenues in several areas increased; consolidating ACF and the foundation, revenues over expenses ended in the total deficit of $419,000. ACF continued expansion with growth resulted in an increase in revenue over 2007 along with significant income in several areas. Membership net revenue increase was $138,000. The 2008 ACF Convention net profit generated $46,000. Certification

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had a 51% increase in the numbers of initial application process, the fees increased by $76,000, practical and written testing by $65,000 and credentialing by $13,000. This shows a loss of investment of $384,000, operation loss of $35,000 and combined ACF and Foundation of loss of $419,000. Previous year’s bottom line of $22,000 was a surplus. The ACF Culinary Team USA majority expenditures occurred in 2008. The Team had a net operating gain over the four year period. Contracted 2008 funds to be paid in 2009 are $226,000 and these will give the Team a bottom line of $1,000. Based on the way the contracts were written, the money should be in by the end of the year. This will give us a break even point. One of the goals of Chef Aiello when he came into office was to put the Team in a five-year plan because it usually takes five years to break even. We asked Chef Leonard to give us a four-year budget and he stayed within that budget. Chef Aiello stated that the line of credit which has been consistently utilized due to a decreasing cash flow has been repaid this year. Revenue in the first six months of the year was significant from member’s dues, 4 regional conferences and national convention, thereby allowing the line of credit to be paid. The last three years the line of credit has normally been paid by April and this year it is all paid up and there is a zero outstanding balance. We have a $750,000 line of credit which is based on our assets. In May of last year we had a portfolio high of a $1.6 million and it dropped to $1.2 million by the end of the year due to the economic collapse. Chef Aiello stated that our investments are in a secure place at about 2%, but is not that great. It was suggested that the new president take a look at the investments with the new Board of Directors. Chef Aiello gave his thanks to the task force. One of the things that we are proud of is that we closed “The Gap” within a four year period. There is $175,000 over and above which was a concern in the past audits. At the end of May, we are at the bottom line of $63,000 in the black including the three parts which are the ACF, ACFEF and the National Chapter. The Independent external audit addressed the potential negative unrestricted net asset positions, stressed a close compliance to a possible cutting of budgeted expenses. Recommendation pertained to the areas of restricted funds, deferred revenue calculation, segregation of duties, outstanding chapter rebate checks; stressing to the chapters to cash their rebate checks. Chef Taylor asked a question about Culinary Team USA. If the money is coming in 2009, and when that comes will it show about $1,000 ahead. However, since it is posted in 2009, it can’t go back and pay the 2008 expenditures. Chef Aiello stated that they were paid already. Chef Taylor stated that is the point, they were paid already, but the money that is coming in, is that money restricted so it isn’t. So it is going back to offset the money that was paid out. Chef Aiello stated that yes it is. Chef Bronowitz requested a motion to be made to approve the Internal Audit Committee Report.

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Motion was made to accept the Internal Audit Committee Report. The motion was seconded and there was no discussion and approved with 96.55% of the voting members in agreement. Chef Bronowitz requested a motion to be made to approve the Independent Audit/Annual Report. Motion was made to accept the Independent Audit/Annual Report. The motion was seconded and there was no discussion and approved with 97.78% of the voting members in agreement. Chef Aiello presented the budget that was mailed out to the Board of Governors according to the Bylaws prior to this meeting. A conservative approach was taken regarding the revenues and expenses. The process included the department heads and some of the Board of Directors. Last year we agreed to add a line item for dues increase and we can pass it with your approval. For 2010, it is suggested that we raise it $5.00 in some of the categories. This, when it is totaled up, is approximate $72,000 revenue that is reflected in the budget that you received. The $72,000 is showing in the budget as of now and this is what we are proposing this year. Chef Aiello requested a motion to be made to approve the 2010 proposed ACF budget as presented. Motion was made to approve the 2010 proposed ACF budget as presented. The motion was seconded and there was discussion on the motion. Chef Fred Sullivan stated that he is having a hard time with thinking about raising membership dues. He just had to lay off 125 employees and out of those, 100 want to be members, but don’t have the money. How can we as an organization ask for money from these people when employers are freezing salaries, and not matching 401(k). It is up to us to not hit our members with a $5 increase. Put in mandatory layoffs in Florida, stop the 401(k), and stop unnecessary travel. He can not in good conscience vote on something he does not agree with. The question was called on the motion to approve the 2010 proposed ACF budget as presented. The motion was not approved by 84.44% of the voting members in agreement. Chef Bronowtiz made a motion to approve the 2010 proposed ACF budget with the removal of the membership dues increase. Chef Bert Cutino seconded that motion and discussion ensued. Chef Wright asked Chef Cutino if we can vote on a budget that is not balanced. It has been done in the past and we didn’t realize it and we voted for it and it was brought up that we couldn’t vote on it if it wasn’t balanced.

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Chef Michael Roddey, CCC, CCE, MS ED, CDM stated that there were a lot of line items on the initial slide and the only one addressed were memberships. Can you educate us a little bit on the job corps education and training? Chef Aiello asked the Secretary if we can go back to that with a motion on the floor. Chef Bronowitz stated that discussion can move forward. Chef Chris Donato, ACF Charlotte, asked how removing the dues increase affects the budget. Chef Aiello stated it would affect it by $72,000. Chef Donato asked if that would put us at a net loss. It was stated that it would give us an unbalanced budget. Bill Myers, ACF CFO, stated that Chef Bronowitz asked him if it is possible to pass a budget that is not in balance or is in the negative or in the red. He is not aware of any reason why you can not do that. Since you have voted not to include a dues increase, this is something that the national office will have to address. As far as finding ways to make the budget balance and present it in the black again, there are ways to do that and suggestions will be made. We have to do that and will do that to make the budget balance. Chef Aiello asked Bill Myers to speak on the job corps education and training. He is not fully aware of the details for the program, but this is something that is a new program being developed in our Education Department. Based on the information that was presented by the directors in that department, Kristy Begley and Candice Childers, this is a new assurance type program that will hopefully generate some revenue for us, which is why it is in the budget. Chef Aiello stated that this budget was started and revised twice after being presented to the board. With the economic times that way they are today, it will need to be looked at again and will need to cut expenses and find other ways to generate more revenue. It is not going to be an easy year or two coming up. A question was presented to Chef Aiello stating that the projections only show the increases. It doesn’t show any way that the Board of Directors is going to reduce the operating cost. Before it can be passed, a balance is needed between those things that are being projected to increase and how the board is going to meet the economic conditions by reducing some of the expenses. Chef Aiello stated that the way the budget was presented with a breakeven point as the bottom line. The task for the new Board of Directors and specifically the new Treasurer is how they are going to make up the difference. There has already been discussion and we have already started as to what they are going to be working on. You will have to look at what we have and what we are providing our members and what the cost is. This is what the new administration will be looking at and if there is no money, they will not spend it. My suggestion is to approve the budget without the dues increase and let the Board of Directors work on the budget and let them come back next year and report to you what has taken place. Chef Jason Morse, CEC from the Colorado Chefs Association stated that a lot of us are facing capital expenditures increases. It is hard to approve the budget having a month to look at it. I think we need scenarios, maybe one with the budget as is and one with the elimination of expenses. We all know that if the budget is approved with that money still in there, there is the opportunity to spend it. It is weird to do a budget approval in a transition period.

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Chef Taylor stated that he doesn’t believe that there is anyone on the new board that doesn’t believe in fiscal responsibility. A budget is nothing more than a guide and a plan that is adjusted in all businesses. He thinks the budget will be passed without the dues increase and will promise that there will be an adjustment real soon. Chef Wright called the question on the motion to approve the 2010 proposed ACF budget with removal of the membership dues increase. The motion was seconded and there was no discussion and approved by 65.56% of the voting members in agreement. Chef Taylor thanked Chef Aiello for the great job he did and worked real hard to do what he said he was going to do. Last year we did not have a printed sheet and it was brought up. He was very forthcoming this year and he had a sheet printed. It was very transparent as to what is taking place. Foundation Report Chef Leonard announced that the foundation, over the past four years has really done some great things. Accreditation presently stands at over 33,500 students, 5,000 of them are students in secondary positions school; 28,300 post-secondary diploma and associate degrees programs and with the bachelor degree program that started we now have over 200 students. The hard work of the Accreditation Committee and the National Office staff, it has been taken it to another level. When we look at income and revenue, 2009 profit before administration fees is $258,000 and the projected profit is $260,000 for 2010. Our job is trying to make sure that the students stay with the organization when they graduate. One of the gaps we have is keeping the students after they have started their professional career because they are drifting away from us. We need to retain their membership and keep them active as professional members. Apprenticeship is growing as well; we have 71 active chapters presently and 5 inactive. We have 1,197 registered apprentices and we had 93 graduates. One of the accomplishments we have now is that when students finish their two-year degrees, they take the test and when they graduate they are Certified Sous Chefs instead of just being a Certified Culinarian. As members we are all responsible for retaining them in the organization. The Senior Chefs chair has had some health issues and Chef Macrina and the Academy have worked hard to team up with Senior Chefs and get them more involved. There has been a lot of talk about them resigning, but they are still apart of the foundation and they are an individual group but are combining with the Academy as a partnership. Culinary Team USA, has had a lot of chefs working hard in the organization since 1998. It’s not about him but about those who served and those that have given up a lot of their time. It’s about representing what ACF is about, but it is also our profession. It’s about the food of our country, operation and facilities. Team has won 34 Gold Medals, 8 Silver and 6 championships on behalf of chefs and ACF. Chef Leonard gave his thank you to the members, the National staff and the Board of Directors.

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Secretary’s Report Chef Bronowitz stated that many times during the recent years, I have heard the phrase that we are losing the student members because they don’t stay with us upon graduation, but I believe that we have never had the student members. The ACF has welcomed the student members for 30 years and within all that time, the many boards that have served the ACF have considered the student members. There has been a vast array of programs to entice the student once they have graduated. We currently have nearly 10,000 student members and two years ago we added a new membership category named Culinarian. This gave students a ladder to learn and grow on. What has been the benefit of that move in the past year, 289 Student Culinarians have moved to the Culinarian category. Chef Bronowitz has heard from many students, mostly in ACF Accredited schools, didn’t know who or what the ACF is. The instructors have no use for the ACF for themselves or their students. In this situation, the odds of finding students who want to obtain membership with us are even slimmer. I applaud the fact that you, the Board of Governors of the ACF, continue to supplement the membership of those nearly 10,000 students and for the opportunity we are giving them to compete and grow. We have helped them to make the business we love, the business they love, whether or not the ACF remains in the picture. But how many more strategies and how many more dollars are we going spend trying to change what we haven’t been able to change in 30 years. Do you really think giving them half a vote in our National Elections will really change their minds about giving their dues once they graduate? Do you realize giving them the vote will more than double the cost of the election? The ACF came to me when I was ready to be more professional and wanted to know more professionals than just those that I worked with and I was ready to give back. My life had just settled enough for me to participate in chapter meetings. Student Culinarians are supposed to be an easy target, but we are still struggling to obtain those answers. Meanwhile, those of us that work side-by-side everyday can’t get a break from us. We have nearly 10,000 Culinarians and Professional Culinarians. Again I have heard that the National Office and Board of Directors are bypassing the local chapters and recruiting for the National Chapter. Of those 10,000 members, 622 are in the National Chapter and this is not a significant number to be worried about. The local chapters have over 7,000 professional members and another 1,000 in Property Membership. We all need to understand the mission of the ACF office, educate the members and grow the ACF. This board and the past ones have tried to take steps to grow the ACF with the help of and in spite of the local chapters. If we are to become who we all believe who we should become, we need to embrace all means we can to get them. I, too, have been hit with the economic times. Members are even more important to the sponsors because they want numbers. We now have loyal, dedicated sponsors who believe in the ACF, but we can’t drain them dry. We must keep growing our sponsor base, but we have to growing our organization buying base. If we had the professional base we needed, we could substantially reduce dues. I believe you have heard about it, but what have you done about it. We should be keeping watch on the current 2-for-1 membership promotion works. This will end in December and so far only seven members

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have qualified for this promotion making it a total of 14 new members. There are another 50 who have gotten one of their two members. If they all succeed, it will be 114 new members. I hope this is a good start. Instead of thinking the National Office is undercutting the chapters, find two professionals you work beside and offer them the 2-for-1 and believe in it. The ACF is our light in a basket that needs to be uncovered. Sometimes we may seem scattered, but we accomplish great things for our members and membership as a whole. Chef Bronowitz gave his thanks to the members and the Board of Directors. Chef & Child Report Chef Elizabeth Mikesell, CEC, AAC, stated that the new direction for Chef and Child focusing on childhood nutrition and obesity has been a great success. In the past year we have forged a partnership with Clemson University to do nutrition research and that will continue into the next year. We have started a new partnership with some of the people we have been in contact with that will create links on our website so that you can access other people that are doing the same thing we are. This will include Ann Cooper’s blog which will be available on our website. PBS is interested in coming together with us and researching a possibility of a 10 series show with what we are doing. We have just finished recreating the “That’s Fresh Kids” Cooking Team. It was recreated in a more nutritional format and will be available by download on the CCF website along with other opportunities to take programs from the CCF on a grassroots level into your communities. We are working on lots of opportunities for education at the seminars. We are underwriting all the nutritional seminars, including those for recertification which is a natural link within the Chef and Child’s goals. We have released Thomas Yanisko’s video, “What You Eat is Up To You.” Chef Mikesell thanked the Pacific Coast Chapter for making a donation of $1,000 and Chef Kinsella for creating the Sunset Carnivale. The money raised from the t-shirts in the Kidzone will be going to the Cincinnati Children’s Hospital for Diabetes Research. We are looking forward to pursuing grant writing. Kristy Begley from the National Office will be working with Chef and Child on the grant writing opportunities. Chef Taylor, on the behalf of the ACF Columbus Chapter, donated $500 to Chef and Child. Nomination and Election Report Chef Mark Kent, CEC, started by thanking his committee. Chef Kent highlighted putting together town hall meetings for all four conferences. The Nominations and Elections Committee are proud that the general sessions at the regionals was taped and put online for our overall membership if you were not able to attend to view the candidates. Another area that was positive was the email process going through the National Office and controlling the amount of email that went out. One of the main reasons for that was a privacy issue. The candidates knew the message would go through the National Office once a month, unaltered

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and the turn around time from submission was 48 hours. Initially we had firewall issues but we solved with software called Constant Contact. The tables that we provided for the candidates campaign material was an excellent idea but there could be improvements. Some of the improvements that we are looking for are to make it a one stop shop and make sure we add the labels for the candidates so they know where to put their material. Another improvement could be to add an additional table or a booth on the tradeshow floor so the candidate’s information can be in one location and not spread out on the trade show floor. There are some changes that we would like to propose on the process. The Nomination and Election Committee is supposed to be elected on a non election year. This was not the case and put us in an interesting position. We would like to see is an updated Code of Ethics, not only for general membership, but also for candidates to follow throughout the process. The solicitation by phone or email should also have an opt out option. Some of the members thought the phone calls were coming through the office and it was not. At this time it is up to the Board of Directors whether they want to open up or not. The issue of travel and current board members using their budgets to travel to regionals and conferences has been a topic of concern. We as a committee are looking into this and will make a recommendation. We would like to see a national run-off. It would be nice to be able as a committee to present a slate of candidates for each office narrowed down to two with one person winning with at least 51% of the vote and not based on 38%. In addition, we would like to propose a change in our format from using a paper ballot, which is costly, to an electronic voting system. From a chapter that used electronic voting, they went from a 34% participation rate to a 68% participation rate at a lot less expense. This is also going to be a proposal sent forward. The committee needs to have in place a record or file of what has happened during that election cycle to pass on to the next generation committee. We started with no history or any notes. We as a committee will fix that. We are also going to put into a place, a policy or procedure, if a nominations or election committee member can’t fulfill their role, that there is a function in place to replace that person. Chef Kent thanked Heidi Cramb for her help with the Nomination and Election committee. Ethics Report Chef Michael Deihl, CEC, CCA, AAC, gave a report to the Board of Directors on Friday about some situations that arose during the last year, my first year as the National Ethics Chair. It is not only important to relay it to the Board of Directors but to relay it to everyone. It was the busiest year and numerous cases and hundreds of hours were put into cases that I received. He reported that all the cases that were brought to the Ethics committee were resolved. What was found was that membership doesn’t know how to file an ethics charge. The committee is going to be sending out a guideline to help on the local level. It will be a suggestive guideline

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for chapters in order to be able to handle most cases on their level. If they can’t handle the charge, then it will be passed on to the National Ethics Committee. Chef Deihl gave an outline on what the email will present. The Culinarians Code was involved with almost 90% of the cases they had to handle; it is a 10 point Culinarians Code. People were looking at the code as a law, and he doesn’t fault a single person. The Culinarians Code should be like the Pledge of Allegiance. Almost like an honor code and have a short Code of Ethics. Chef Deihl wrote a Culinarians Code that incorporates all the key points of the original one from 1957. In Article II Section 7 of our Bylaws, the Culinarians Code is mentioned, so before we send out this information to every chapter, their may need to be a Bylaw change. Chef Deihl also spoke on the Code of Ethics that we currently have. The Culinarians Code and the Code of Ethics will be reworked a little bit and put in a correct format and approved so we can represent this to the members. The ACF attorney stated that the longer the Code of Ethics is the more chance and opposing attorney can tear apart. It is extremely important to get a hold of this runaway train before the year is out. We can not continue as an organization to run under the same format as 1957. Technology is everywhere and we have to make changes, because whoever follows me in this situation because they will quite. Chef Deihl asked for a show of hands to see if the Board of Governors agreed and he received a positive response. Chef Deihl also stated that just like the Nominations and Elections Committee, we had no history or files to guide us. The committee wants to have a file to pass along to the next Ethics chair, but it won’t have names, chapters or regions. It will have the situation, the facts and how it was handled. Guest Speaker – Michael McCallum, Chief Strategic Officer, NRA Michael McCallum spoke on the new direction that the NRA is heading and spoke on some food safety issues. The NRA has been around since 1919 and embarking on a new day. Their members include restaurants, student and faculty, allied, international and non-profit organizations. They started to put a strategic plan in place after they hired Dawn Sweeney in 2007 and adopted into place in October of last year and just now finalized the bylaws to put it into place. It was a collaborative process between the association, foundation and our state restaurant association partners. We did surveys, focus groups, staff surveys and spoke with different states and spend a million and a half dollars. We received input and analyzed that input for the industry over the next five years. After analyzing all the input, there are six things that we at the NRA will focus on and they are: Develop and grow our core products, international growth, focus our foundation on jobs and careers, focus and create a seamless relationship with state restaurant associations, integrate around industry imperatives and strengthen our identity and reputation. Every four years the FDA writes a new food code and then rolls it out to all 50 states and different jurisdictions get to do their own interpretation of the food code. The NRA’s new administration is working on this practice and hoping to make a change.

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This spring we got a touch of what is coming this fall as it relates to the swine flu (H1N1). We have been working with the CDC virtually everyday through the outbreak and now preparing for an expanded outbreak. They are working on inoculations and if they get that done, it will be less of an issue and if not, it will be a huge issue. We are working with them and restaurants to make sure they get sick people out of the kitchen. We are working on spreading awareness so it won’t affect the restaurants bottom line. Mr. McCallum encourages the members of the ACF to get involved with your state restaurant associations and the national association and work together to protect the industry we serve. Chapter Input Chef Reed Miller, St. Louis Chapter, stated that Chef Bronowitz talked about recruiting and retaining members, yet millions of people watch the show Hell’s Kitchen and Chef Reed has received questions asking if executive chefs really act this way. Chef Reed asked the members to write the sponsors of the show, not the network, because he doesn’t like the way chefs are being portrayed in the media. We can not recruit future cooks and chefs if they are afraid they would step into a kitchen and be berated like the chefs on the show. Chef Linda Rosner, Windy City Professional Culinarian Chapter, said that she is proud to be a member of the ACF for 19 years. She has served as an officer of two chapters for the past 16 years and has earned her CEC and twice recertified. As a point of awareness and conscience, I respectfully request that ACF women chefs be address as “Chef”. We have earned that title as well as our male colleagues and peers instead of “ma’am or guys.” Chef Bobby Moghaddam, Southern California Inland Empire, thanked the president, the Board of Directors, Heidi Cramb and the National Office staff for the wonderful job that they have done. However, he was embarrassed to be in the room right now. He thanked Chef Brockwell because under his management, they restarted a chapter that was inactive for three years. He came to the country 51 years ago and planned on going into engineering but began working in a kitchen and fell in love with the craft. He was going to get up and give $500 to Chef Kinsella to cover 19 people for the $5 increase. He was ashamed because how can the staff do their job if we can’t vote on a $5 increase a year. People can go to the bar and buy a $10 drink or buy cigarettes, but you say no to a $5 increase per year. If each chapter can pay $250 through their fundraising, the National Office can have the $72,000 a year for the budget. Never say it can not be done, because it can be done. How can we not do that for our organization? Chef Kinsella requested a motion to adjourn the meeting at 12:15 PM. Chef Taylor made a motion to adjourn the 2009 Board of Governors meeting. Chef Rich Naglish seconded and all was in favor.