By-Laws of the FRENCH BROAD VIGNERONS, Inc.
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 - ontheroadpj@yahoo.com 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.
ARTICLE I: NAME AND LEGAL PURPOSE
This organization shall be known as the French Broad Vignerons, Inc. and shall operate as a nonprofit
LLC.
ARTICLE II: GENERAL OBJECTIVE
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.
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ARTICLE III: POWERS
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.
ARTICLE IV: MEMBERSHIP AND DUES
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
Vignerons.
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.
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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
services.
Any member failing to pay annual dues shall have all rights and privileges suspended after a 30 day
notice.
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.
ARTICLE V: ELECTED OFFICERS AND BOARD MEMBERS
The business of the Corporation shall be conducted by a board not to exceed nine members and
shall include:
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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.
ARTICLE VI: DUTIES OF OFFICERS
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
year.
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.
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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
requested
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
treasurer
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
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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:
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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.
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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
Corporation.
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.
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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.
ARTICLE VIII: COMMITTEES
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
Board.
ARTICLE IX: ELECTIONS
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
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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
meeting.
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.
ARTICLE X: OBLIGATIONS AND INDEBTEDNESS
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.
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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.
ARTICLE XI: AMENDMENT OF BY-LAWS
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.
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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
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