Saturday, September 7, 2013

Proposed By-Laws of the French Broad Vignerns


Approved for submission to the membership at the board meeting of

August 27, 2013 by posting the By-Law Proposal on the Blog of the

French Broad Vignerons.

Questions and concerns may be directed to the board prior to September

30, 2013 using the email address - and they will

be considered at the October board meeting. If no substantive changes

are made, the By-Laws will be voted on during the month of November.


This organization shall be known as the French Broad Vignerons, Inc. and shall operate as a nonprofit



The specific objectives of this corporation are to:

1. Establish and develop an open membership organization whose goal is to foster the growth of

quality grapes and fruit and production of quality wines and diverse value added products.

2. Focus their efforts in the mountain counties of North Carolina and beyond.

3. Develop initiatives that would include lectures, seminars, online informational support, hands-on

training, and other appropriate means of reaching and engaging the membership base and

product consumers.

4. Engage in those activities designed to enhance the perceptions of mountain county wines, fruit,

and value added products.

Tuesday, August 27, 2013

The French Broad Vigerons shall be empowered to do all things and conduct all business, necessary

to carry out the general objectives of the Corporation as set forth in these Bylaws. The French Broad

Vignerons shall operate as a non-profit organization.


Section 1. Membership

A. ACTIVE- Any individual engaged in or interested in wine or growing grapes and/or other fruit

for use in wine production and fruit products in the mountain counties of North Carolina and

adjacent regions.

B. STUDENT - Individuals registered in, and actively taking courses at an accredited

educational institution.

C. SUPPORTING - People or organizations who wish to support the organizations goals while

not taking an active role in the governance of the French Broad Vignerons. They shall be

recognized on the various publications and electronic media associated with the French Broad


Section 2. Dues

Annual dues for the various classes of membership shall be determined from time to time by the

Board (of Directors.) Annual dues shall be due and payable during the month of January of 2014 and

annually thereafter. Membership for the period of July 1, 2013 shall be half of the annual membership

fee and forward credit will be provided.

Dues shall be established at the following minimums:

A. ACTIVE- $25.00 annually per membership, which shall include the member’s partner

provided they reside at the same address.

Tuesday, August 27, 2013
B. Additional members representing the same enterprise or organization may join for an

additional $20.00.

C. STUDENT-$20.00 annually. College or graduate students shall be entitled to the privileges

of full membership.

D. Supporting members shall pay a minimum of $100 annually or an equivalent in goods or


Any member failing to pay annual dues shall have all rights and privileges suspended after a 30 day


Section 3 Membership Year

The membership year shall be from January 1 through December 31 of the calendar year beginning

in January, 2014.

Section 4. Privileges

Active members shall be entitled to all the privileges of the Corporation, provided membership dues

have been paid. Student members may vote but not hold office. Supporting members may not vote

or hold office.

Section 5. Membership meetings.

An annual membership business meeting will be held each year in the month of November to provide

for the election of officers, approve the proposed annual budget and to discuss other matters as

determined by the board or raised during open discussion period of the meeting.

Other meetings shall be held to provide education, information and socialization of the membership

and they shall occur bi-monthly.


The business of the Corporation shall be conducted by a board not to exceed nine members and

shall include:

Tuesday, August 27, 2013
A. The President, Vice President for Public Relations, Vice President for Education, Vice President for

Membership, Vice President for Marketing and Development, Secretary, and Treasurer.

B. Two at large member(s) of which one shall be the immediate Past President. The at large

members shall be identified by the officers and approved by the membership at the annual meeting

with any adjustments using the rules for interim appointment.

C. To provide for continuity all officers and board members shall serve 2 year terms beginning in

January of 2014. However, 4 officers elected in 2014 shall serve one year terms followed by two

year terms - they shall be President, Vice President for Education, Vice President for Marketing and

Development, and Treasurer. The Vice Presidents for Membership and Public Relations and the

Secretary shall be elected for a two year term initially and thereafter. At large members shall always

serve 2 year terms.


Section 1. Duties of the President

The President shall:

Serve as the Chairman of the Board

Be chief executive officer of the French Broad Vignerons

Sign contracts in the name of the French Broad Vignerons with the prior approval of the Board

Sign all documents and checks which have been authorized by the Board, annual budget, or

approved activities of the organization.

Preside at all meetings of the Board of Directors and the general membership meetings

Perform duties usually pertaining to the office

Represent the organization in all appropriate settings

Design, in coordination with the entire executive board, the annual budget for the coming


Shall, in cooperation with the Secretary or a designee, maintain the records and documents of

the French Broad Vignerons in such a way as they may be passed on to the in-coming

President or physically brought to any meeting at which they are needed.

Tuesday, August 27, 2013
Section 2. Duties of the Vice-Presidents

The Vice-President - Education shall:

Represent the President in his absence

Assist the President in conducting the administrative affairs of the French Broad Vignerons

Perform such other duties as may be assigned by the President.

Plan meeting programs, locations, and other activities of the French Broad Vignerons as


Design and implement the annual education programs of FBV

The Vice-President - Public Relations shall:

At the request of the President or the Board interact with all external bodies and contacts

Develop and distribute press releases and advertising

Prepare and staff all booth representations at public events

Cause an annual audit of the Corporation’s books to be conducted. The annual audit shall be

conducted in house until such time as the treasury exceeds $25,000, not including pass

through fundings, and shall report the findings of the audit to the executive board and the

entire membership.

The Vice-President for Membership shall:

Develop and maintain the membership data base in coordination with the secretary and


Represent, along with others, the French Broad Vignerons at all public functions and

events which may result in additional members for the organization

Maintain, supervise and expand as appropriate the French Broad Vignerons “Value Added”

membership program

Shall perform all notifications for and about the collection of dues and shall forward to the

treasurer dues money as it is collected

Shall partner with the Vice President for Education to plan the bi-monthly membership

meetings and the content for those meetings

Tuesday, August 27, 2013
The Vice-President for Marketing and Development shall:

Maintain, supervise, and expand as appropriate the Best of the Appalachians Program

Shall interface with all wineries, vineyards, and producers of value added products to identify

and develop programs or opportunities for assistance and support

Shall coordinate activities with local colleges and organizations that would result in improved

products or marketing opportunities for members.

Section 3. Duties of the Secretary

The Secretary shall:

A - Record the minutes for all meetings of the Board, the annual membership meeting and any

special membership meetings and distribute them appropriately after approval by the

President or designee.

B - Provide (at least three weeks in advance), timely notice of all Board and general

meetings to all members and interested parties as determined by the board.

C - Perform such other duties as the Board may authorize, including generating and

distributing by mail or email any information deemed to be in the interest of the general

membership by the Board.

D - Establish in coordination with all other appropriate officers an annual calendar of executive

board meeting dates and general membership meeting dates and distribute them in printable

format to the members and other interested parties

E - Shall maintain, in cooperation with the President or a designee the the records and

documents of the French Broad Vignerons

G - Shall only post or distribute information when approved or requested to do so by the

President or Board

Section 4. Duties of the Treasurer

The Treasurer shall:

Tuesday, August 27, 2013
A - Receive and keep an account of all monies belonging to the Corporation and deposit them

into the corporation account

B - Disburse funds of the Corporation as authorized by the Board

C - Maintain all records of the financial business of the French Broad Vignerons

D - Give a full and correct report on the financial status of the Corporation at all meetings of

the Board and the annual meeting of the membership

E - The Treasurer shall provide an annual report to be presented at the Annual Meeting of the

Corporation each year

F - Coordinate with the Vice President for Membership and the Secretary the data base of paid

and non-paid members, sponsors, and value added supporters and shall issue dues invoices

annually to all existing members

Section 5. Interim Appointments

In the event of the death, resignation, disability or disqualification of the President, a Vice-President,

Secretary, Treasurer or an elected at large Board Member, the Board shall make an interim

appointment for the balance of the unexpired term or until next annual meeting.

ARTICLE VII: Governing Board

Section 1. Composition

The executive board shall be composed of up to nine members: The 7elected officers and 2 at large

members shall constitute the executive board. The immediate Past President shall automatically hold

one of the at large seats unless elected as another officer of the association in which case there shall

be two at-large members.

Section 2. Meetings

A - The Board shall conduct the business of the organization at monthly meetings with all

business reported in the minutes which shall appear on the FBV Blog and distributed by email

to all active members and interested parties regardless of class after approval by the President

or designee.

Tuesday, August 27, 2013
B - Membership meetings shall occur bi-monthly for purposes of education, socialization,

special project status and discussion, and information. The Board may also seek input from

members on significant issues or special projects. All general membership meetings shall

have minutes reported in abbreviated form except for those issues when input from the

members is directly sought.

C - A quorum, if called for, shall consist of one half plus one of board members present

provided that all sitting board members have received timely notice of the meeting. A member

shall be considered present if they are using an electronic tool such as Skype to participate in

the meeting as it is being held.

D - The annual meeting shall be held in November for the specific purpose of electing the

officers of the French Broad Vingerons, approving the proposed at-large board members and

approving the proposed annual budget as prepared by the Board

Section 3. Responsibilities

The responsibilities of the Board shall include determining all matters of French Broad Vignerons

policy, insuring proper conduct of administrative affairs, and compliance with the By-Laws of the


Specifically the Board shall:

Approve all projects involving appropriation of funds

Oversee the proper functioning of any designated committees

Approve all expenditures which occur outside of the annual budget

Section 4. Vacancies

Resignations - Resignations of elected officials shall be in writing to the President; resignation of the

President shall be in writing to the Secretary. Resignations shall become effective upon receipt of the

written letter in the absence of an effective date provided in the letter.

Tuesday, August 27, 2013
Removals - Any Board member who fails to attend three consecutive meetings of the Board may be

removed as a Board member for cause as voted upon by a majority of the entire Board.

Any Board member may be removed with or without cause, by a majority vote, by mail, of the

Members of the association.

Section 5. Compensation.

No director shall receive compensation for any service he/she may render to the Association.

However, any director may be reimbursed for actual board approved expenses incurred in the

performance of duties.


The Board may establish committees, consisting of a Chairperson and two or more Members to

undertake special projects or activities of the French Broad Vignerons. There shall be no standing

committees and existing committees shall, if needed, be reappointed at the January meeting of the



Section 1. Nominating Committee

The Nominating Committee, shall be appointed by the President each September and shall consist of

a chairperson and two members. The committee shall submit to the Secretary prior October 15th a

list of nominees for the vacancies to be voted on at the next annual meeting. The Chairperson shall

solicit from the membership other nominees which shall be submitted and received no later than October 30th.

Section 2. Notice of Elections

The Secretary shall publish a notice of election and the names of all nominees for all offices in the

form of a ballot. The notice of election shall set a return date for the ballot if a voting member shall not

be in attendance at the annual meeting. Actual voting at the annual meeting shall occur by submitting

ballots upon entering the annual meeting. The President shall call for any unsubmitted ballots at the

Tuesday, August 27, 2013
start of the meeting and then verbally close the submission of ballots so the nominating committee

and the Secretary may tally the ballots.

Section 3. Ballots

The election shall be conducted by ballot issued to all members in good standing. All balloting shall

be submitted by mail (or e-mail) prior to the annual meeting or at the annual meeting. Any member

shall be entitled to write in the name of any member in good standing as a write-in candidate for any

office on the ballot. The President shall close the submission of ballots at the beginning of the annual


Section 4. Notice of Election Results

The Secretary shall publish the results of the election as soon as they are known by posting the

results on the FBV Blog and issuing a results notification by email. Newly elected officers shall

assume duties on January 1st.


Section 1. Authority to Incur Obligations of Indebtedness

Only the officers or members of the Board or persons authorized by the Board to act on behalf of the

French Broad Vignerons, shall incur any obligation or indebtedness in the name of the organization.

No elected Officer, Board Member, or any other person authorized to act in behalf of the French Broad

Vignerons shall incur any obligation or indebtedness in excess of the sum of $50.00 without prior

approval of a majority of the Board, except for the following purposes:

A. Printing, mailing, postage and other expenses of the French Broad Vignerons which have

been approved by the Board prior to expenditure.

Tuesday, August 27, 2013
B. Emergency purchases necessary to implement an active project with the verbal approval of

the President, appropriate Vice President and the Treasurer.

Section 2. Property

No property rights shall accrue to any member or person, and in case of dissolution, all property or

assets, after payment of all debts, shall (accrue as provided in the charter) be distributed to the

members or a successor organization.


Section 1. Amendment of By-Laws

These By-Laws may be amended by a majority of the votes cast in a referendum of the membership,

which shall be conducted by mail using paper ballots or at the annual meeting. The 2013 revision of

the By-Laws shall be approved at either the October, November, or December membership meeting

as determined by the Board.

Section 2. Proposed Amendments

The Board or members in good standing constituting may propose amendments to these By-Laws.

Amendment proposals from the general membership shall be signed by at least 25% of the

membership and shall be automatically placed on the agenda of the annual meeting. Amendments

proposed by members shall be submitted to the Secretary in writing and shall be signed by each

proposing member.

Section 3. Notice of Proposed Amendments and Referendum

The Secretary shall cause to be published any proposed amendment submitted by the 25% of the

membership. The proposed amendments and the explanations and needs shall be published prior

to the annual meeting. All proposed amendments shall be discussed at the annual meeting and voted

upon by ballot within the 2 weeks after the annual meeting.

Tuesday, August 27, 2013
Section 4. Ballots

Votes for or against a proposed amendment to the By-Laws must be returned by each member to be

tabulated. All ballots shall be mailed to the Secretary and must be received no later than the date set

forth in the notice of referendum. A simple majority of ballots returned shall constitute a valid adoption

or rejection of the proposal.

Section 5. Tellers

The Secretary and the annual nominating committee shall jointly tabulate the votes cast in the

referendum within 15 days of the return date on the ballot. The Secretary shall schedule and convene

the tabulation meeting.

Section 6. Notice of Vote of Referendum Results

The Secretary shall publish the results of any vote or referendum on a proposed amendment on the

blog and in an email to all members.

ARTICLE XIII: Miscellaneous Provisions

Section 1. Dissolution

In the event of the dissolution of the French Broad Vignerons, all assets shall be distributed by the

Board after paying or making provisions for the payment of all debts, obligations, liabilities, costs and

expenses. All remaining assets shall be disposed of equally to all current members of the French

Broad Vignerons. In the event of dispute that cannot be resolved, the Board shall seek the assistance

of a mediator to resolve the matter.

Tuesday, August 27, 2013

No comments:

Post a Comment