By-Laws

By-Laws

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Tennessee Farm Winegrowers Association
By – Laws

ARTICLE I - NAME

Section 1.1. The name of the association is The Tennessee Farm Winegrowers Association (herein called the "Association").

ARTICLE II - PURPOSE

Section 2.1. The Association is organized to encourage and support grape growing and winemaking as viable agricultural industries in the state of Tennessee. The Association shall not engage in any business for monetary gain or profit to any member or private individual. It may pay reasonable compensation for service or goods rendered. Objectives to further the Association's purpose are as follows:

(a) To promote production and quality of Tennessee grapes, grape products, and other agricultural products intended for winemaking use.

(b) To work for legislation which will encourage development of a viable commercial grape products industry in Tennessee.

(d) To disseminate information relating to the purposes of the Association.

(e) To encourage research in all aspects of a Tennessee commercial grape industry.

(f) To cooperate with other agricultural organizations in Tennessee.

ARTICLE III - MEMBERSHIP

Section 3.1. Membership is open to any person or organization engaged in growing or processing of Tennessee grapes or other agricultural product suitable for winemaking. For purposes of voting or paying dues membership shall be regarded as being held by entity, such as, by vineyard or licensed commercial winery, regardless of the number of owners or other representatives of the entity. Three classes of membership will be established depending upon the degree of commercial commitment.

Description of each class is as follows:

Class A - Active commercial interests having plantings of less than five acres.

Class B - Active commercial interests having plantings of five acres or more, or holding commercial winery license.

Class C – Professional or individual membership.

Section 3.2. Dues may be graduated according to class of membership.

Section 3.3. Voting rights. Each Class A and Class B member entity shall be entitled to one vote. Class C members will retain no voting rights. Each voting member entity will designate the person who will cast its votes. Additional persons involved in a member entity may actively participate in the Association, enjoying all privileges of membership except voting.

Section 3.4. Termination of Membership. Membership shall terminate upon written resignation or failure to pay dues within prescribed time limits. Reinstatement of membership shall be allowed if delinquent and current dues are paid.

ARTICLE IV - OFFICERS

Section 4.1. Officers. The officers of the Association shall consist of President, Vice-President, and Secretary-Treasurer.

Section 4.2. Term of Office. Each officer shall hold office for two years or until his/her successor is duly elected.

Section 4.3. Election. Candidate's shall be representatives of member entities in good standing of the Association and be elected by majority vote of Association members at the annual meeting. A nominating committee shall be appointed by the President to present nominations at the annual meeting. Nominations will also be entertained from the floor at the annual meeting.

Section 4.4. Duties of President. The President shall preside at all meetings of the Association and cause all meetings, whether annual or special, to be called. The President shall sign all official documents of the Association, appoint standing or special committees, and, in general, supervise the affairs of the Association, exercising the usual powers of a president.

Section 4.5. Duties of Vice-President. During absence or incapacity of the President, the Vice-President shall perform all duties of the President. Minutes of all meetings shall be kept, as well as a list of active members and a list of designated voters.

Section 4.6. Duties of Secretary-Treasurer. The Treasurer shall receive and disburse all funds of the Association, keep an accurate account thereof, and make a report at the annual meeting.

Section 4.7. Resignations/Vacancies. An officer may resign by delivering written notice to the President. A vacancy in any office for any reason will be filled by appointment of the President.

ARTICLE V - MEETINGS

Section 5.1. Annual Meeting. An annual meeting shall be held to report on activities for the previous year, elect officers, disseminate pertinent educational information, and any other matters deemed appropriate. The annual meeting shall, if possible, be held in conjunction with the annual meeting of the Tennessee Viticultural and Oenological Society.

Section 5.2. Special Meetings. A special meeting of members of the Association may be called at any time by the President, or by written petition of 25 percent of the active members.

Section 5.3. Quorum. One-quarter of the active membership present at any meeting shall constitute a quorum for the transaction of business.

Section 5.4. Conduct of Meetings. Business meetings shall be conducted according to Robert's Rules of Order so far as applicable.

ARTICLE VI - VOTING

Each member entity in good standing shall vote in accordance with Article III, Section 3.3, on any matter on which members are entitled to vote. A majority of the votes cast by members present shall be the act of the Association, except in the case of votes to amend these by-laws, which is governed by Article XIII.

ARTICLE VII - DUES

Section 7.1. Annual Dues. A schedule of dues payable annually on a calendar basis shall be established based on the classes of membership described in Article III, Section 3.1. Periodic review shall be made and dues modified as necessary at any meeting of the Association.

Section 7.2. Assessments. Special assessments may be necessary to 'finance ordinary expenses of the Association, provided such expenses have previously been authorized by the Association, and provided funds are not otherwise available in the Association treasury. Application of assessments will take into account the different classes of membership.

Section 7.3. Non-payment of Dues. Any member whose annual dues or approved assessments are not paid in full upon reasonable notice shall not be entitled to the privileges of membership in the Association.

Section 7.4. The Board of Directors shall recommend to the Association for approval at any meeting of the general membership minimum annual dues for each membership entity, including non-voting associate members.

ARTICLE VIII - COMMITTEES

The President shall be empowered to establish such committees as necessary to conduct the business of the Association. The President shall be an ex-officio member of all committees, and he/ she may disband any committee if its function is deemed complete.

ARTICLE IX - PUBLICATIONS

Section 9.1. Publications. Summaries of meeting minutes and educational information deemed of interest to members shall be published periodically subject to availability of information.

Section 9.2. Editor. An editor shall be appointed by the President to assemble and assure publication of information described in Section 9.1.

ARTICLE X - PROMOTION

The Association may authorize promotion on its behalf when deemed necessary to accomplish its purposes.

ARTICLE XI - RELATIONSHIP TO THE TENNESSEE VITICULTURAL AND OENOLOGICAL SOCIETY

Section 11.1. Relationship. While the Tennessee Farm Winegrowers Association is a separate entity, it is recognized that the Association is an outgrowth of TVOS and therefore has a special relationship with that organization.

Section 11.2. Joint Activities. Joint meetings and other activities will be permitted. Officers of the Association shall be permitted to hold office simultaneously in TVOS.

ARTICLE XII - COMMERCIAL COMPETITIONS

The Association shall encourage winemaking and other appropriate commercial competitions within the Association and also at county, regional and state fairs, and at other appropriate events.

ARTICLE XIII AMENDMENTS

These by-laws may be amended, repealed, or added to upon approval by two-thirds of the votes cast by members present at any meeting of the Association, provided written notice of said modification is sent to the membership at least four weeks prior to the date of the meeting.

(Adopted at the October meeting of the Association - October 25, 2005)