Mission Statement and ByLaws of the French Broad Vignerons

FRENCH BROAD VIGNERONS, LLC

MISSION STATEMENT

(Proposed 6-26-2013)

The French Broad Vignerons (FBV): is an organization that promotes viticulture as a tool for economic development in the mountain counties of western North Carolina.  The FBV does this through providing education to the public about growing grapes, making wine, and all of the 150+ value added products that can come from using grapes as a raw material.
Read our developing website @:   French Broad Vignerons LLC link
Read our active blog @:   French Broad Vigneron link

BYLAWS of the FRENCH BROAD VIGNERONS, LLC

(Original Version #1 Proposed 2011-2012

Supplied by John Kinnaird and protoyped on the North Carolina Wine Growers Association ByLaws

NCWGA BYLAW link )

***NOTE***   (Updated and Proposed to be Amended FBV LLC ByLaws are in Progress for 2013)

ARTICLE I: NAME

This organization shall be known as the French Broad Vignerons, Inc. (FBV).

ARTICLE II:  GENERAL OBJECTIVE

The specific objectives of this corporation are:
To establish and develop an open membership whose goal is to foster interest in growing quality grapes and other fruits among the general population, producing quality wines and other grape products and neutracuticals  and promoting both the wines and the industry in the high country and beyond.  Supporting initiatives would include lectures, seminars, online informational support, hands-on training, and other appropriate means of reaching and engaging the membership base.
This nonprofit corporation is organized and operated exclusively for educational purposes within the meaning of 501(c) (3) of the internal revenue code.       

ARTICLE III: POWERS

The Corporation shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the general objectives of the Corporation as set forth in these Bylaws.

ARTICLE IV: MEMBERSHIP AND DUES

Section 1. Membership

A. ACTIVE- Any individual engaged in or interested in growing grapes and/or other fruit for use in wine production in the WN Mountain Counties, that being defined as any vineyard site above 1,640 feet in elevation (500 meters) and/or any vineyard site with a slope of 30% or more.

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

C. HONORARY- Any individual who, by the affirmative vote of the Board of Directors, is deemed to merit recognition for outstanding service to the to the industry for a period of one year. This period may be extended upon the affirmative vote of the Board of Directors.

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 each year.  The amount of the dues to be paid shall be determined by the Board of Directors. Any member failing to pay annual dues shall have all right and privileges suspended.


Section 3. Membership Year
The membership year shall be from January 1 through  December 31 of the calendar year.

Section 4. Privileges
Active members shall be entitled to all the privileges of the Corporation, if their membership dues have  been paid and their membership is current.  Student or honorary members shall not be entitled to vote nor hold elective office.

Section 5. Membership meetings
An annual membership business meeting will be held each year in the month of March.  The meeting will be held to conduct the general member business and provide an educational program as well.  A members-only social event will follow the meeting.

ARTICLE V: ELECTED OFFICERS AND DIRECTORS

The business of the Corporation shall be conducted by a board of nine Directors to include:
Six  Directors from the active members, in good standing,  two Directors from the local community and the immediate Past President.  Their terms of office shall end at the close of the Annual Meeting that occurs at the end of the directors two-year term. At the first Board of Directors election, four Director terms will be assigned for one year and the other four Directors terms will be assigned for two years.  Every year thereafter, the term of office shall be two years.  Therefore, four Directors are elected every year after the election of the first Board of Directors.
The officers shall consist of the President, Vice-president, Adminstrative Secretary, and Treasurer. The officers are elected by the Board for a period of one year.  The president and vice-president are to be voting board members.
The secretary and treasurer are non-voting board members and are elected from the general membership by the board. Their terms of office shall end at the close of the Annual Meeting that occurs at the end of the officers two year term.

ARTICLE VI: DUTIES OF OFFICERS

Section 1. Duties of the President
The President shall:
Serve as the Chairman of the Board of Directors
Be chief executive officer of the Corporation
Sign contracts in the name of the Corporation, which have been authorized by the Board
Preside at all meetings of the Board of Directors and the general membership
Perform duties usually pertaining to the office

Section 2. Duties of the Vice-President

The Vice-President shall:
Represent the President in his absent

Assist the President in conducting the administrative affairs of the Corporation

Perform such other duties as may be assigned by the President.  Assume the duties of the President  should the office become vacant
Plan meeting programs and other activities of the Corporation
Cause an annual audit of the Corporation’s books to be conducted

Section 3. Duties of the Administrative Secretary

The Secretary shall:
Record the minutes for all meetings of the Board of Directors and the general membership and provide at least three weeks in advance, all notices of the Board of Directors meeting and perform such other duties as the Board of Directors 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 of Directors.

Section 4. Duties of the Treasurer

The Treasurer shall:
Receive and keep an account of all monies belonging to the Corporation and deposit them into the corporation account Disburse funds of the Corporation as authorized by the Board of Directors.
Keep a book in which all financial business of the Corporation shall entered
Give a full and correct report on the financial status of the Corporation at any meeting of the Board of Directors.  
The Treasurer shall provide an annual report to be presented at the Annual Meeting of the Corporation each year.

Section5. Interim Appointments

In the event of the death, resignation, disability or disqualification of the Vice-President, Administrative Secretary, or Treasurer, the Board of Directors shall make an interim appointment to the office so vacated for the balance of the unexpired term.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. Composition

The board of Directors shall be composed of nine Directors:  Six  Directors from the active membership in good standing,  two Directors from the community, and the immediate Past President.

Section 2. Meetings

Meetings of the Board of Directors may be called at any time by the Chairman of the Board. A majority of the members of the Board shall constitute a quorum.  Meetings shall be held at least once a year at the Annual Meeting of the Corporation.  All decisions of the Board of Directors shall be by majority of the votes cast.  If a quorum is not present then a voice vote can be taken by phone by the Adminstrative Secretary.

Section 3. Responsibilities

The responsibilities of the Board of Directors include determining all matters of Corporation policy,insuring proper conduct of administrative affairs of the Corporation, 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

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 Adminstrative Secretary. Resignations shall become effective upon receipt of the written letter.
Removals- Any Board member who fails to attend three consecutive meetings of the Board shall be removed as a Board member for cause voted upon
by a majority of the entire Board of Directors.
Any Board member may be removed with or without cause, by a majority vote, by mail, of the Members of the association.  Filling Vacancies-In the event of the death, resignation, disability or disqualification of any Board member, the Board of Directors shall make an interim appointment to the office so vacated for the balance of the unexpired term.

Section 5. Compensation.

No director shall receive compensation for any service he may render to the Association.  However, any director may be reimbursed for his actual expense incurred in the performance of his duties.

ARTICLE VIII: COMMITTEES

The Board of Directors may establish committees, consisting of a Chairperson and two or more Members.
In addition to committees established from time to time by the Board, the Association shall have the following standing Committees, with the following duties:

            Government Affairs:  This committee shall act as a liaison between the Association and other Industry associations and local, state and federal officials and shall focus on government legislation and other Governmental issues which impact High Country grape growers and wineries.

            Research and Education:  This committee shall organize and oversee educational meetings intended to assist Members improve grape cultivation, winemaking practices and wine sales and distribution.

            Finance: This Committee shall work to increase the revenues of the Association including generating revenues from seminars, trade shows and other special events. 
The committee, with support of the treasurer, will oversee an annual audit of the Associations expenses.

            Communications:  This committee shall work to maintain active membership in the Association and to market and promote both the Association and the North Carolina wine industry. The committee will support and maintain the Association website.

ARTICLE IX: ELECTIONS

Section 1. Nominating Committee
The Nominating Committee, which shall be appointed by the President and shall consist of a Chairperson and two members, shall submit to the Administrative Secretary prior to the annual meeting in an election year, a slate of nominees for the next administration.

Section 2. Notice of Elections

The Secretary shall cause to be published a notice of election and the names of all nominees for all offices and shall include a ballot.  The notice of election shall set a return date for the ballot.

Section 3. Ballots

All balloting shall be by mail or e-mail.  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.

Section 4. Notice of Election Results

The Administrative Secretary shall publish the results of the election.  Newly elected officers shall assume duties at the conclusion of the annual meeting.

ARTICLE X: OBLIGATIONS AND INDEBTEDNESS

Section 1. Authority to Incur Obligations of Indebtedness
Only the officers or members of the Board of Directors, or persons authorized by the Board of Directors to act on behalf of the Corporation, shall incur any obligation or indebtedness in the name of the Corporation. No elected Officer, Board Member, or any other person authorized to act in behalf of the Corporation 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 
                Corporation.

            B. Stationary and postage for ordinary administrative use.

Section 2. Unauthorized Obligations

No elected or appointed official or any other person authorized to act on behalf of the Corporation shall incur any obligation or indebtedness in the name of the corporation which is not for the general benefit of the entire membership of the Corporation, nor shall the Board of Directors approve the incurring of any such obligation or indebtedness.

Section 3. 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.

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.

Section 2. Proposed Amendments

The Board of Directors, or members in good standing constituting at least 3% of the then membership may propose amendments to these By-Laws. Amendments proposed by such members shall be submitted to the Administrative Secretary in writing and shall be signed by each member.

Section 3. Notice of Proposed Amendments and Referendum

The Administrative Secretary shall cause to be published any proposed amendment submitted to him/her within 60 days thereafter, together with an explanation  of the proposed amendment(s) and the need as proposed  by its sponsors.  Any member may submit statements of reasons for or against the adoption of any amendment to the Administrative  Secretary. The proposed amendments and the explanations and needs shall again be published, together with a summary of any reasons for or against adoption which may have been submitted.  A ballot shall be included specifying a return date of not less than 30 days, but no more than 45 days from the date of final notice.

Section 4. Ballots

Votes for or against a proposed amendment to the By-Laws must be returned by each member,  with name also printed.  
All ballots shall be mailed to the Administrative 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 Administrative Secretary and any two non-Board members, as designated by the Board of Directors, shall serve at tellers and shall tabulate the votes cast in the referendum within 15 days of the final return date of the ballot.

Section 6. Notice of Vote of Referendum Results

The Administrative Secretary shall cause to be published the results of any vote or referendum on a proposed amendment.

ARTICLE XII:  Miscellaneous Provisions

Section 1. Dissolution
In the event of the dissolution of the corporation, assets shall be distributed by the Board of Directors after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 2. Indemnification

Every person who is or shall have been a director or officer of the Corporation, or his or her personal Representative(s), shall be indemnified by the Corporation against all costs and expenses reasonably incurred by
 or imposed upon him or her in connection with, or resulting from, any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a director or officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his or her duty as such director or officer. All related “costs and expenses” shall include, but without limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement.

Cheers soon....Thomas Daniel Mincarelli  (FBV Secretary)