ARTICLE I: NAME, PURPOSE
Section I: Name. The name of the corporation shall be Hudson Valley Wine and Grape Association.
Section 2: Mission. The Hudson Valley Wine and Grape Association is organized to conduct educational programs to advance grape growing and winemaking in the Hudson Valley American Viticultural Area (AVA), as stated in the Certificate of Incorporation.
ARTICLE II – MEMBERSHIP
Section 1: Membership. Membership shall consist of grape growers, wine makers and others who support the work of the Hudson Valley Wine and Grape Association by paying dues and participating in the work of the corporation.
Section 2: Decision-making. Except where otherwise specified, decisions of the corporation may be authorized by a majority vote of Members present and voting at a properly called meeting, provided there is a quorum at the meetng at which the action is taken.
Section 3: Dues. Membership dues are to be paid during the first quarter of the year. Failure to pay dues by this deadline will result in suspension of membership.
Section 4: Suspension and voting. Suspension of membership results in an immediate loss of voting privileges.
ARTICLE III – BOARD OF DIRECTORS
Section 1: Board Role. The Board of Directors is responsible for overall policy and direction of the Hudson Valley Wine and Grape Association. It delegates responsibility for specific projects and operations to committees.
Section 2: Board Size. The Board shall have five members.
Section 3: Board Compensation. Board members receive no compensation other than reasonable expenses.
Section 4: Board Elections. Board members shall be elected by a majority vote of the membership present and voting. Election of new Board members or election of current Board members to an additional term will occur as the first item of business at the annual meeting of the corporation.
Section 5: Board Terms. Board members shall serve two-year terms, but are eligible for re-election.
Section 6. Corporation Officers and Duties. Four of the five Board members shall serve as officers of the corporation. The offices shall consist of President, Vice President, Secretary and Treasurer. Their duties are as follows:
- The President shall convene corporation meetings and shall preside or arrange for another officer to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
- The Vice-President will chair committees on special subjects as designated by the Board.
- The Secretary shall be responsible for keeping records of actions, including over-seeing the taking of minutes at all meetings, sending out meeting announcements, distributing copies of minutes and the agenda to Members, and assuring that corporate records are maintained.
- The Treasurer shall make a report at each annual meeting. The Treasurer shall chair the finance committee, oversee the preparation of the budget, help develop fundraising plans, and make financial information available to Members and the public. The Treasurer shall be responsible for the annual filing of tax or tax-exemption documents with the state and federal governments.
Section 7: Board Authority. The Board is empowered to conduct the work of the corporation between meetings. The Board may make expenditures in excess of the amounts budgeted if such expenditures are approved by a two-thirds vote of the Board members.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new Members may be received from present Members by the Secretary up to two weeks in advance of a meeting at which a new Board member is to be elected. These nominations shall be sent out to Members with the meeting announcement. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member may be removed for absence or other reasons by a three-fourths vote of the remaining Board members.
ARTICLE IV – MEETINGS
Section 1: Annual Meeting. An annual meeting of the Members shall be held at a time and place reasonably convenient to the membership.
Section 2: Special Meetings. Special meetings shall be called upon the request of the President or one-third of the Board.
Section 3: Notices of Meetings. Notices of the annual meeting shall be made by the Secretary to each Member at least two weeks in advance. Notices of special meetings shall be made by the Secretary to each Member at least one week in advance. Notice may be by letter or e-mail.
Section 2: Quorum. A quorum shall be required for the conduct of the business of the corporation. A quorum shall consist of 60 percent of the Board members. A properly convened meeting shall immediately be called to an end in the event that the withdrawal of one or more Board members renders a quorum no longer present.
ARTICLE V – COMMITTEES
Section 1: Committees. The Board may create committees as needed, such as program, fundraising, publicity, etc. The President appoints all committee chairs.
Section 2: Finance Committee. The Treasurer is chair of the Finance Committee, which
is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget. All corporation expenditures must be within thebudget, unless authorized by a majority of the Members or, when expenditures must be made between meetings, by a two-thirds vote of the Board. The fiscal year shall be the calendar year, beginning January 1. The financial records of the corporation are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI – AMENDMENTS
Section 1: These Bylaws may be amended by a two-thirds majority of the Members present and voting. Proposed amendments must be received by the Secretary at least two weeks in advance of the meeting at which the amendment will be considered. Proposed amendments are to be sent out to Members with the meeting announcement.
These Bylaws were approved at a meeting of the Hudson Valley Wine and Grape Association on July 18, 2008.