TENNESSEE VITICULTURAL AND OENOLOGICAL SOCIETY 02/11/2012
Article I – NAME
This Society shall be known as the Tennessee Viticultural and Oenological Society, hereafter termed “the Society”.
Article II – PURPOSES AND OBJECTIVES
The purposes and objectives of this Society shall be to conduct and promote the study of the art and science of grape growing, wine making and wine appreciation; and to disseminate information concerning viticulture and oenology to interested parties.
Article III – MEMBERSHIP AND DUES
Section 1. Membership in the Society shall be open to persons and other entities having a serious scientific and educational interest in the State of Tennessee issues relating to viticulture, oenology, wine appreciation and health concerns relating to wine consumption.
Section 2. All applications for membership shall be made in writing, or by approved electronic methods, addressed to the Society.
Section 3. The annual dues of members shall be fixed by the membership at the annual meeting. Annual membership will cover the time period from January 1st through December 31st.
Section 4. A resigning member shall not be relieved of the obligation for dues paid or payable for the period in which said resignation is submitted.
Section 5. The membership of the Society shall meet annually. The meeting date and place are to be determined by the Board of Directors, and notice thereof shall be given in writing to all members at least two (2) months in advance. The Board of Directors (1) may, upon its own approved motion, or (2) shall, upon the written request of one-third of the members or as otherwise provided by law; call a special meeting of the Society membership by giving at least ten (10) days notice by mail to the members. The notice of every special meeting shall state the purpose(s) for which the meeting is being called and no other business shall come before the meeting unless agreed upon by two-thirds of the members in attendance.
Section 6. A member whose dues are not currently paid will not be considered to be in good standing. A member who is not in good standing for six (6) consecutive months will be removed from active membership rolls.
Section 7. Every member of the Society in good standing shall be entitled to vote at the annual or any special membership meeting. Memberships with two people at the same mailing address (dual membership) are entitled to two votes. Non-individual entities shall be limited to a single vote per paid membership. One-third of the members entitled to vote who are present in person or by proxy shall constitute a quorum at the annual or any special meeting.
Section 8. A member may be represented at any meeting by proxy. Such proxy shall be in writing and shall be filed with the Secretary before or at the time of the meeting. Voting by proxy does not apply to Board of Directors members.
Article IV – BOARD OF DIRECTORS
Section 1. The government of the Society shall be vested in a Board of Directors which shall consist of seven (7) persons who are members in good standing of the Society. They shall be elected as provided in Article VI.
Section 2. The Board of Directors shall have custody and control of the Society property and shall be charged with the management and operation of the Society affairs.
Section 3. The Board of Directors shall have the power to make decisions pursuant to the Charter and these By-Laws, enter into contracts, receive grants consistent with the purposes of the Society, and to take such other action not inconsistent with the Charter, these By-Laws, and the policies established by the membership as they deem necessary and desirable for the operation and welfare of the Society.
Section 4. Regular meetings of the Board of Directors shall be held quarterly at such time and place as the President may designate.
Section 5. Special meetings of the Board of Directors may be called by the President by giving fourteen (14) days written notice to each member of the Board. Notice of such meetings may be waived by unanimous consent of all the members of the Board, such consent to be filed with the minutes of the meeting.
Section 6. A majority of the entire membership of the Board of Directors shall constitute a quorum for the transaction of business.
Article V – OFFICERS
Section 1. The officers of the Society shall be President, Vice-President, Secretary and Treasurer.
Section 2. The President shall preside at all meetings of the Society and the Board of Directors.
Section 3. In the absence or disability of the President, the Vice-President shall act in the President’s stead, assuming the President’s duties, responsibilities and powers.
Section 4. The Secretary shall keep minutes of all meetings of the Society and the Board.
Section 5. The Treasurer shall receive and disburse all monies of the Society and report thereon to the Board whenever called upon to do so by the Board. He/she shall keep accounts which shall be audited at such time and by such person as the Board may direct. He/she shall pay all bills and accounts against the Society when properly certified by the President or the appropriate committee.
If required to do so by the Board, the Treasurer shall make bond in such amount and with such surety as determined by the Board. He/she shall make a written financial report, including all receipts and disbursements, to be available for distribution to the membership at the annual meeting.
Section 6. In the case of vacancy on the Board of Directors or among the officers, the Board shall elect a successor to fill the unexpired term until the next annual meeting.
Article VI – ELECTION OF OFFICERS AND DIRECTORS
Section 1. A Nominating Committee shall be appointed annually by the President, no later than the first Board of Directors meeting after being elected as President, for the purpose of nominating directors and officers to be voted on at the next general membership annual meeting. Appointments to the Nominating Committee shall be accomplished with the advice and consent of the Board of Directors. The Nominating Committee shall remain active throughout the year. The Nominating Committee’s recommended slate of Society officers and directors shall require the approval of the Board of Directors before it is released to the general membership. Nominations should be announced to the general membership at least thirty (30) days prior to the annual meeting for consideration of nominations from the floor.
The Nominating Committee shall strive to have a broad representation of all the members of the Society on the Board of Directors, including, so far as practicable, those from each of the three (3) grand divisions of the State of Tennessee. To assure the Society’s not-for-profit status, no more than three members of the Board of Directors may be owners or employees of entities involved in commercial grape and/or wine production or related commercial activities.
Section 2. The last order of business at the annual meeting shall be election of directors and officers. Directors shall be elected for the terms of three (3) years or until their successors are duly elected and qualified.
Section 3. Following the election of the Board of Directors, the officers shall be elected by the membership of the Society from among the membership of the Board of Directors. The terms of the officers shall be for one (1) year or until their successors are duly elected and qualified.
Article VII – COMMITTEES, COORDINATORS, NEWSLETTER EDITOR, HISTORIAN AND WEBMASTER
Section 1. The President with the advice and consent of the Board of Directors shall appoint the chairs of the seven (7) standing committees listed below, and may appoint such ad hoc committees as needed to conduct activities of the Society. Such ad hoc committees shall be subject to annual renewal or dismissal at the discretion of the President and the Board of Directors. The President shall serve as the ex-officio member of all committees except the Nominating Committee.
Amateur Winemaking Competition Coordinators
Section 2. Committee Chairs may serve for an extended period of time, subject to the will of the Board of Directors. All committee chairs are responsible to the Board of Directors and will from time to time report their respective status and activities to the Board of Directors.
Section 3. The President shall appoint a Nominating Committee as herein provided in Article VI, Section 1 above, with such membership as the Board shall authorize and direct.
Section 4. The Scholarship Committee Chair shall be responsible for managing the Society’s Scholarship Endowment Fund. All scholarship fund-raising revenues shall be deposited in the Scholarship Endowment Fund account that shall be fenced and protected solely for disbursements as scholarships to candidates selected and recommended by the Scholarship Committee and approved by the Board of Directors. The Scholarship Committee shall also be responsible for recruiting scholarship candidates and developing and implementing documented selection criteria and process. Scholarships may be awarded directly from the general Endowment Fund or as named scholarships established as memorials.
Section 5. The Amateur Winemaking Competition Coordinators shall, under the direction of the Board of Directors, manage and carry out all phases of the Amateur Winemaking Competition.
Section 6. The Membership Coordinator shall be responsible for maintaining a current membership roster which will reflect the status of each member as to correct mailing address, telephone number, email address and status of dues. The Membership Coordinator shall be responsible for deleting members which have not paid dues by June 30th.
Section 7. The Newsletter Editor shall publish up to six (6) issues a year with a minimum of four (4) issues. Minutes of Board of Directors’ meetings shall be included in the newsletter.
Section 8. The Historian shall maintain a scrapbook of articles pertaining to grape growing and winemaking activities in the State, which are furnished by the membership, to be displayed at the annual meeting.
Section 9. The Webmaster shall, under the guidance of the Board of Directors, maintain and update the web page of the Society.
Article VIII – AMENDMENTS
These By-Laws may be amended, altered or repealed in whole or in part by a two-thirds (2/3) majority of the members present at the annual or any special meeting, providing that there be a quorum at such meeting; and further provided that if at a special meeting, the notice of such amendment, alteration or repeal be set forth specifically in the notice of said meeting.