BYLAW 1 – Fiscal Year
The fiscal year of the Association shall end December 31.
BYLAW 2 – Nonprofit
The Association is an organized nonprofit corporation within the meaning of section 501 (c) (5) of the Internal Revenue Code.
BYLAW 3 – Membership
Section 1 – Active Member – Any grape grower/vineyard producing fruit or actively establishing plants on a minimum of 1/4 acre may become a full voting member of the Wisconsin Grape Growers Association upon payment of annual dues as determined by the membership at an annual meeting.
Section 2 – Affiliate Member – Any individual with less than 1/4 acre of grapes may become a non-voting member of the Wisconsin Grape Growers Association upon payment of annual dues as determined by the membership at an annual meeting.
Section 3 – Associate Member – Any non-fruit producing individual, firm, institution or organization can become an associate member upon payment of associate member dues determined by the Board of Directors of the Association. Associate members have no voting privileges.
Section 4 – Active members will have one vote. Questions regarding active or associate membership shall be decided by the executive committee.
Section 5 Any member who fails to pay their annual dues on or before the Annual WGGA Meeting shall cease to be a member in good standing. Membership dues paid after the WGGA Annual Meeting and prior to September 1, of any year, shall apply to that fiscal year. However, all membership benefits will be discontinued for that period of time between the Annual Meeting and the date the membership is renewed.
Section 6 Any member may be expelled or discharged by a majority vote of the directors or members at a duly called regular meeting if a written notice is mailed to the member thirty days before the meeting stating the reasons for the proposed expulsion.
BYLAW 4 – Meetings
Section 1 – Annual Meeting – The annual meeting of the Association shall be held at such time and place as the directors shall determine, but shall be held after January 1 and before March 31 of any given year.
Section 2 – Notice – Not less than ten (10) nor more than fifty (50) days before each annual meeting, written notice of the time and place of the meeting shall be given to the members personally, by mail or by e-mail to their last know address.
Section 3 – Quorum – A quorum at a member meeting shall be 10% of the first one hundred active members plus 1% of additional members.
Section 4 – Voting – Each active member is entitled to one vote on each question. Voting by proxy is not allowed.
Section 5 – Special Meetings:
- The president may call a special meeting of the Association upon giving notice to the members. The notice shall also specify the purpose of the special meeting.
- Upon written demand, signed by at least five (5) percent of the members, the president shall call a special meeting for the purpose to with the demand relates.
Section 6 – Order of Business:
- Call to order
- Reading of the minutes of the last annual and intervening meetings.
- Treasure’s report
- Report of the President
- Report of the Executive Director
- Report of committees
- Election of officers
- Old business
- New business
BYLAW 5 – Board of Directors
Section 1 – There shall be nine (9) Directors. Each Director is elected to serve a term of three (3) years. Only Three (3) will be elected annually.
Section 2 – Directors shall be elected by members present at the Annual Meeting and a majority vote of members present will be required for election.
Section 3 – A nominating committee may be appointed by the Board of Directors. Nominations may also be made from the floor during election of officers at the annual meeting.
Section 4 – Directors may be elected to two (2) consecutive terms to the Board of Directors and then shall be retired for one year before being eligible for nomination or appointment to the Board of Directors.
Section 5 – Ex Officio Directors – The Dean of the UW-Madison College of Agriculture and Life Sciences (CALS), Cooperative Extension Service (CES) and the Secretary of the Wisconsin Department of Agriculture, Trade and Consumer Protection (DATCP) or their representatives shall be ex-officio members of the WGGA Board of Directors.
Section 6 – Vacancies – Vacancies occurring on the Board of Directors may be filled for the remaining term by appointment of the President.
Section 7 – Meetings – The Directors will hold their annual meeting within 30 days of the annual membership meeting. The president may call an additional meeting at any time and shall do so upon demand of the majority of the Directors.
Section 8 – Quorum – Not less than five (5) elected Directors.
Section 9 – Bonds – The Directors shall require every officer and employee to whom funds or other property of the Association are entrusted, or who is empowered to disburse or authorize the disbursement of its funds, or is charged with making or keeping its records, to furnish, at Association expense, a bond in the amount the directors shall determine.
Section 10 – Insurance – The Directors shall provide for the adequate insurance of the property of the Association and property in its possession, or stored by in, and not otherwise adequately insured, and for adequate insurance covering liability to employees and the public.
BYLAW 6 – Officers
Section 1 – The Directors, at their annual meeting, shall elect from their number a President and Vice-President. The Board of Directors shall hire a non-voting Executive Director in accordance with hiring policy.
Section 2 – Duties of the Officers:
- President: The principal duties of the President shall be to preside at all meetings of the members and of the Board of directors, and with said board to have general supervision of the affairs of the Association and supervision of the Executive Director. He or she shall sign all Certificates of Stock and all contracts and other instruments.
- Vice President: The principal duties of the Vice President shall be to discharge the duties of the President in the event of the absence or disability of the latter.
- Executive Director:
- Shall keep a true and correct record of the proceedings of all meetings of the members and of the Board of Directors. Counter sign all papers and documents requiring such action; and systematically and safely keep such books, papers, records and documents pertaining to the business of the Association as may be assigned by the board of directors.
- Shall have custody of the corporate funds and securities; keep full and accurate accounts of receipts and disbursements. Disburse the funds of the Association as may be ordered by the Board of Directors, taking and retaining proper vouchers for such disbursements; render, as may be required, true accounts of all financial transactions of the association and accurate statements of the financial condition of the Association.
- Shall put into effect and direct all phases of activities and interests as come before the board and Association.
Section 3 – Compensation for Officers – The Board of Directors shall receive no compensation for their service as officers, they may be reimbursed on a per diem basis for travel and other reasonable expenses incurred, as authorized by the Board of Directors.
Section 4 – Manner of Acting – The act of the majority of the Directors present at a meeting, which a quorum is present, shall be the act of the Board, unless act of a greater number is required by law or these Bylaws. The Board may also act by written consent or approval of all the Directors of the corporation setting forth the action taken.
Section 5 – Removal From Office – A Director may be removed from the Board for cause, by the vote of not less than two-thirds (2/3) of the Directors present at a meeting of the Directors, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the Director has been informed in writing of the charges preferred against him/her at least ten (10) days before such hearing. The Director shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of a Director shall be filled by majority vote, which may be taken at the same meeting at which removal takes place.
Section 6 – Executive Committee – The Board of Directors may establish an Executive Committee. The Executive Committee shall consist of no more than five (5) voting members and three (3) non-voting members. Voting members must include the current President, may include one past president, the finance chair or another board member, and no more than two members at large who are not presently serving on the Board of Directors. Non-voting members shall consist of the current Executive Director and ex-officio members.
BYLAW 7 – Capital Structure
Section 1 – The Board of directors shall recommend to the membership for their approval, at an annual meeting, the change of dues and fees for the Association. The dues shall coincide with the Fiscal Year of the Association
Section 2 – A statement showing the annual dues and fees shall be provided each member within ninety (90) days prior to the annual meeting.
Section 3 – All dues and fees levied and collected, or gifts and grants, shall be income to the Association.
Section 4 – Adequate unallocated reserves for depreciation, obsolescence and losses for bad accounts shall be established and maintained.
Section 5 – Any net balance, after payment of all costs and expenses, together with reasonable reserves, may be retained by the Association as unallocated surplus.
Section 6 – None of the earnings shall be distributed to or inure to the benefit of members or patrons.
BYLAW 8 – Audits
At the close of each fiscal year and at such other times as the Board shall determine, the books and accounts of the Association shall be carefully audited by a Committee appointed by the Board of Directors. The Board of Directors may request an auditing agency to audit the books and records of the Association.
BYLAW 9 – Amendment of Bylaws
Bylaws may be adopted either by the members or the Board of Directors. No Bylaw adopted by the members shall be amended or repealed by the Directors. Bylaws adopted by the Directors shall be reported at the next regular member meeting and shall be subject to repeal by the members.
BYLAW 10 – Committees
Section 1 – The Board of Directors shall determine standing committees as deemed necessary to conduct an effective and efficient program of work of the organization. The President shall recommend appointments to the various committees, which shall be confirmed by the Board of Directors.
Section 2 – Each committee shall elect their own chairmen and be responsible for carrying out their activities. The chairman of each committee shall report the proceedings of all meetings to the board and executive director.
BYLAW 11 – Rules of Order
Robert’s Rules of Order shall be the official guide for determining questions of order and parliamentary law.