ARTICLE I: NAME
This organization shall be known as the NC Winegrower's Association, Incorporated.
ARTICLE Il: GENERAL OBJECTIVE
The general objectives of the Corporation, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of the following:
A. Viticultural interests of the State.
B. The growth of grape and fruit production for wine as a major component of the North Carolina agricultural sector.
C. The cultivation of all species of grapes and fruits appropriate for wine production.
D. Public recognition and consumption of the products made from North Carolina grapes and fruits.
E. The establishment and maintenance of mutually beneficial relationships with local, State and Federal governmental agencies and regional and national wine associations and organizations.
F. Free interchange of information and ideas with professional and amateur enthusiasts.
G. Support for viticultural research, education, enology and marketing.
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 By-Laws.
ARTICLE IV: MEMBERSHIP AND DUES
Section 1. Membership
A. .ACTIVE - Any individual engaged in or interested in growing grapes and other fruit in North Carolina and or wine production utilizing such fruit.
B. STUDENT - Individuals registered in an accredited educational institution full time.
C. HONORARY - Any individual who, on the affirmative vote of the Board of Directors, is deemed to merit recognition for outstanding interest in or service to one year, but may, upon the affirmative vote of the Board of Directors, be renewed.
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. Dues shall be established at the following minimums:
A. ACTIVE - $50.00 annually per person. Spouses at the same address or additional members of a firm or corporation can obtain full membership privileges for an additional $25.00.
B. STUDENT - $25.00 annually.
Any member failing to pay annual dues shall have all rights and privileges suspended.
Section 4. Membership Year
The membership year shall be from January 1 through December 31 of the calendar year.
Section 5. Privileges
Active members shall be entitled to all the privileges of the Corporation. Honorary members and Students shall be entitled neither to vote nor to hold elective office.
ARTICLE V: ELECTED OFFICERS AND DIRECTORS
The business of the Corporation shall be conducted by a board of 7 directors to include a President, Vice President, Secretary, and Treasurer. Their terms of office shall be two years and shall end on December 31. No officer or director shall serve in the same office more than two consecutive terms. No person shall hold more than one office at one time. No officer or director may continue in office if he/she shall move his or her residence beyond the borders of the state of North Carolina. At the expiration of his/her term, the immediate past president shall continue to serve on the board.
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 of Directors
• Preside at all meetings of the Board of Directors and the general membership
• Perform duties usually appertaining to the office
Section 2. Duties of the Vice-President
The Vice-President shall:
• Represent the President in his absence
• Assist the President in conductor of 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 Secretary
The Secretary shall:
• Keep the minutes for all meetings of the Board of Directors and the general membership
• Give and receive at least three weeks in advance all notices of the Board of Directors meetings
• Perform such other duties as the Board of Directors may authorize
Section 4. Duties of the Treasurer
The treasurer shall:
• Receive and keep account of all monies belonging to the Corporation and deposit
• Disburse funds of the Corporation upon determination that expenditures have been authorized
• Keep a book in which all financial business of the Corporation shall be entered
• Give a full and correct report on the financial status of the Corporation at any meeting of the Board of Directors. An annual report shall be given at the Annual Meeting of the Corporation.
Section 5. Interim Appointments
In the even of the death, resignation, disability or disqualification of the Vice-President, 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 VIl: BOARD OF DIRECTORS
Section 1. Composition
The board of Directors shall be composed of the four elected officers, three at-large directors, and the last past
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 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 these By-Laws. Specifically the Board shall:
• Approve projects involving appropriation of funds
• Oversee the proper functioning of the several committees
• Make recommendations to the N.C. Grape Council
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.
Removals - Any Board member who fails to attend three consecutive meetings of the Board shall be removed as a Board as a Board member for cause by a majority vote of the entire Board of directors.
Filling Vacancies - In the event of the death, resignation, disability or disqualification bf any Board member, excluding the appointment to the office so vacated for the balance of the unexpired term.
ARTICLE VIlII: MEETINGS
The Corporation shall hold at leas one meeting annually at such place, as the Board of Directors shall designate. Special meetings may be called by the Board when interests of the Corporation shall require it. All meetings for conduct of Corporation business shall be guided by parliamentary procedure as specified in Robert's Rules of Order.
ARTICLE IX: COMMITTEES
The President may create such committees from time to time as are deemed necessary to the proper functioning of the Corporation.
ARTICLE X: ELECTIONS
Section 1. Nominating Committee
The Nominating Committee which shall be appointed by the President and shall consist of a Chairperson and 2 members, shall submit to the Secretary prior to the annual meeting of 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 email. Any member shall be entitled to write in the name of any member in good standing as his choice for any office on the ballot.
Section 4. Notice of Election Results
The Secretary shall cause the results of the election to be published. Newly elected officers shall assume duties at the conclusion of the annual meeting.
ARTICLE XI: 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 ofDirectors 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 in 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 p rson and in case of dissolution all property or assets, after payment of debts, shall accrue as provided in the charter.
Section 4. Individual Liability
No incorporator or board member shall be responsible for, or individually liable for, any debts or obligation of the corporation.
ARTICLE XII: 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 email.
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 Secretary in writing and shall be signed by each member.
Section 3. Notice of Proposed Amendments and Referendum
The Secretary shall cause to be published any proposed amendment submitted to him/her within sixty days thereafter, together with an explanation of the proposed amendments and the need therefore by its sponsors. Any member may submit statements of reasons against the adoption of any amendment to the Secretary. The proposed amendments and the explanations and needs shall again be published, together with a summary of any reasons against adoption, which may have been submitted. A ballot shall be included specifying a return date of not less than 30 days no more that 45 days from the date of final notice.
Section 4. Ballots
Votes for or against a proposed amendment to these By-Laws must be returned by the member, with name also printed. All ballots shall be emailed 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 and The Secretary and any two Non-Board members designated by the Board of Directors shall serve at tellers and shall tabulate the votes cast in the referendum within 15 days of the return date.
Section 6. Notice of Vote of Referendum Results
The Secretary shall cause to be published the results of any vote or referendum on a proposed amendment.
ARTICLE XIII: DISSOLUTION
In the event of the dissolution of the Corporation or the final liquidation of the assets, the Board of Directors shall, after paying or making provision for the payment of the liabilities of the Corporation dispose of all the assets of the Corporation to an organization or organizations under section 501 (c) (5) of the Internal Revenue
Code of 1954, as amended, or the corresponding provisions of any future united States Internal Revenue Law, and engaged in activities substantially similar to this Corporation.