NDGWA Bylaws

Bylaws Of The
North Dakota Grape and Wine Association
(Formerly the North Dakota Grape Growers Association)

ARTICLE I

Purposes

Section 1. The purposes of the North Dakota Grape and Wine Association (NDGWA) shall be to carry out within the State of North Dakota and surrounding areas the education, and promotion, and extension of the art and science of viticulture and oenology in North Dakota including any and all agricultural, horticultural, and related purposes connected therewith.

This mission will be accomplished by:

1. Supporting research that adds to the scientific knowledge about viticulture and oenology and related issues;
2. Providing community education and support services for people involved in viticulture and oenology;
3. Informing the public about viticulture and oenology;
4. Advocating the interests of, and enlisting support, participation, and involvement of, people involved in viticulture and oenology;
5. Seeking funds from the public and governments to support programs and services;
6. Collaborating with other groups or organizations where appropriate to further the purpose;
7. Undertaking other appropriate action in furtherance of the general purposes of the NDGWA.

The NDGWA shall be operated exclusively for charitable, scientific, and educational purposes, as those terms are defined in Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended (the “Code”), including for such purposes, the making of distributions under Section 501 (c) (3) of the Code.

ARTICLE II

Offices, Corporate Seal

Section 1. The registered office of this corporation located in Fargo, North Dakota shall be that set forth in the Articles of Incorporation, or in the most recent amendment of the Articles of Incorporation, or in the most recent statement filed with the Secretary of State of North Dakota changing the registered office.

ARTICLE III

Members

Section 1. Voting members of the NDGWA shall be those individuals desiring to support the purposes of the NDGWA and who have paid annual dues at the rate established by the members.

Section 2. At every membership meeting of the NDGWA, whether for election of members of the Board or for any other purposes, each voting member of the NDGWA shall be entitled to one vote as to all business transacted as such meeting. Proxy voting shall not be permitted.

Section 3. The Board of Directors may from time to time authorize any other class or classes of members, honorary, associate, or other, as the Board of Directors may consider desirable, and may from time to time determine or change the right, privileges, and duties of and the terms of procedures for admission to such other class or classes of membership; provided, however, that the Board of Directors may but need not confer on any such class of members the right to vote at meetings of the NDGWA.

ARTICLE IV

Meeting of the NDGWA

Section 1. The annual membership meeting of the NDGWA shall be held in each year. The date, time, and place shall be fixed by the Board of Directors and due notice provided all members.

Section 2. There may be transacted at any such annual meeting any business brought before such meeting (whether or not specified in the notice of such meeting, unless prior notice of the proposed transaction is expressly required by applicable statute or by these Bylaws), including the election of Officers and members of the Board of Directors as elsewhere herein provided in these Bylaws.

Section 3. Special meetings of the NDGWA may be called for any purpose by the Board of Directors or by a petition signed by at least 30% of the voting members. Each such special meeting shall be held at such place within the NDGWA’s area and at such time as shall be designated in the call thereof. For such special meetings, majority of the voting members present shall constitute a majority.

Section 4. Printed of written notice, signed by an Officer of the NDGWA, of each annual or special meeting of the NDGWA shall be given to each voting member by the Secretary. The notice shall state the day, hour, and place of the meeting and, in general terms, shall state the proposed business to be transacted. Such notice shall be served by electronic means or by mail upon each voting member at least 7 days, but not more than 30 days prior to such meeting, and, if mailed, it shall be directed to each person entitled thereto at the address as it appears on the books or records of the NDGWA. Notice may be given by an announcement in a regular publication of the NDGWA.

Section 5. In addition to any other reports presented to the annual meeting of the NDGWA, the Board of Directors shall present at each annual meeting of the NDGWA a complete set of financial statement that need not be certified by an independent public accountant but which are prepared in accordance with the Standards of Accounting. Such report shall contain income and expense statements and be filed with the minutes of the meeting. A committee chosen by the board shall audit the financial records of the corporation annually.

Section 6. The attendance of 10% of the voting members at a regular or special meeting of the members shall constitute a quorum.

Section 7. Issues requiring membership action may be submitted to the voting membership by electronic or mail ballot. Thirty days shall be allowed for a response and the affirmative votes of a majority of the voting members are required to approve the proposed action.

Section 8. At meetings of the members, procedures as outlined in the most recent publication of Robert’s Rules of Order shall be followed.

ARTICLE V

The Board of Directors

Section 1. The property, business, and affairs of the NDGWA shall be managed by a Board of Directors. The Board of Directors shall consist of not fewer than 5 and not more than 11 members, four of which shall be the Officers elected under Article VI. The non-officer positions on the Board shall be divided into two classes so that the term of approximately one-half of the members of the Board shall expire each year. At each annual election of members of the Board, approximately one-half of these positions shall be elected for a term of two years from the date of such election, or until their respective successors be elected, and such other members shall be elected for such other terms as may be necessary to bring the number of members in each of said two classes to the proper ratio. Members of the Board must be members of the NDGWA. No more than 49% of the individuals serving on the Board may be financially interested individuals as provided by NDCC 10-33-27.

Section 2. Directors shall be elected by the members with each voting member allowed one vote for each directorship to be filled. Cumulative or proxy voting shall not be permitted.

Section 3. At least 60 days before each annual meeting of the NDGWA, the President or, in the event of his/her absence or inability or failure to act, the Vice President shall appoint or provide a directive to the Nominating Committee. The Nominating Committee shall present to such meeting nominations for the Officers and members of the Board to be elected at such meeting. In making such nominations, the Nominating Committee shall attempt to maintain reasonable balance of Board members representing the community the NDGWA serves. Voting members present in person at such meeting may make other nominations.

Section 4. Any member of the Board may at any time resign his/her membership on the Board by giving written notice of such resignation, to be effective at the time stated therein, to the NDGWA or any Officer thereof. Any member of the Board may also at any time be removed from office, with or without cause, by a two-thirds majority vote of the entire Board then in office. Any Board member who is absent from three consecutive meetings of the Board shall, unless excused by the Board, be terminated as a Board member. Such terminations shall not preclude nomination at a later date.

Section 5. In case any vacancy shall occur, by reason of resignation, death, or removal of any member of the Board, or otherwise, the remaining members of the Board then in office, whether more or less than a majority, may by majority vote choose a successor to serve for the remainder of the unexpired term.

Section 6. The Board of Directors may hold its meetings as such place or places, within or outside the State of North Dakota, as it may from time to time determine. If the Board of Directors fails to select a place for a meeting, it shall be held at the registered office.

The Board shall meet yearly or as called with such meetings to be scheduled at the first meeting following the annual meeting of members. Special meetings of the Board may be called by the President, or by a majority of the members of the Board at such time and place as may be designated in the call. The Secretary shall give at least 7 days prior notice of each special meeting to each member of the Board. The Board, at every regular or special meeting, may transact any business brought before such meeting, but the President shall advise the members of the Board prior to each meeting of the business proposed to be transacted.

At each regularly scheduled meeting of the Board, the treasurer should have a current balance for the most recent accounting period.

Section 7. At each meeting of the Board, members constituting a majority of the number then fixed for the Board, present in person at such meeting, or as provided in Section 8, shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the members present may adjourn to a time when a quorum is present or may adjourn indefinitely.

Section 8. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a meeting of the Board, if the number of directors participating in the conference would be sufficient to constitute a quorum at the meeting, and if the same notice is given of the conference as would be required for a Board meeting under these Bylaws. In any Board meeting, a director may participate by any means of communication through which the director, or other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting.

Section 9. Any action, which may be taken as a meeting of the Board of Directors, may be taken without a meeting and notice thereof if a consent in writing setting forth the action taken is signed by all of the directors unless the action need not be approved by the members, in which case the action may be taken by a written action signed, or counterparts of a written action signed in the aggregate, by a majority of the directors.

Section 10. Except as otherwise provided in these Bylaws, the vote of a majority of the Board members, voting on the action, shall be an act of the Board.

Section 11. The Board shall have full power to manage the affairs of the NDGWA, including the power to make grants and contracts and otherwise to determine the manner and extent of use of the funds of the NDGWA and is responsible for determining the availability of funds for viticulture and oenology programs. The Board may delegate such powers as it deems proper to committees, but such delegation shall in no way remove the responsibility of the Board for the financial stability and development of the NDGWA.

ARTICLE VI

Officers

Section 2. The officers of the NDGWA shall have and exercise the following powers and duties.

1. The President shall preside at all meeting of the Board and the NDGWA and shall exercise the usual functions pertaining to such office.
2. In the absence or disability of the President, or if the office shall at any time become vacant, the Vice President shall have all powers and perform all of the duties of the President during such absence or disability, or until the vacancy in the office shall be filled.
3. In the absence or disability of the Vice President, or if the office shall at any time become vacant, the Treasurer shall have all the powers and perform all of the duties of the President and the Vice President during such absence or disability, or until the vacancy in the office shall be filled.
4. The Treasurer shall supervise the finances of the NDGWA, as directed by the Board, and shall cause to be kept regular books of account and proper records of the NDGWA’s receipts and expenditures and shall be responsible for the Fiscal and Administrative Provisions contained in Article X of these Bylaws.
5. The Secretary shall keep the minutes of all meetings of the NDGWA and the Board, and shall, when required by law or these Bylaws, at the direction of the President, give notices of meetings of members of the NDGWA and of the Board. The Secretary shall keep attendance records of the Board members and promptly provide termination notices as required in Article V, Section 4. The Secretary shall perform such other duties from time to time as assigned by the Board or President.

Section 3. Any Officer may resign by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice.

Section 4. An Officer may be removed, with or without cause, by a resolution adopted by a two-thirds affirmative vote of the total number of Board of Directors currently filling director positions at the time of the vote.

Section 5. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled for an unexpired part of the term by a majority vote of the Board of Directors.

ARTICLE VII

Committees of the Board of Directors

Section 1. Between meetings of the Board, its powers and duties, except as otherwise provided in these Bylaws, may be exercised by any Committee established by the Board. Any action by a committee must be approved and accepted by the Board.

Section 2. Any Committee may hold meetings or otherwise transact business in accordance with such rules and procedures as may be from time to time determined by it, except as otherwise from time to time provided in these Bylaws or ordered by the Board. A majority of the members of a Committee shall constitute a quorum.

Section 3. Any Committee shall keep regular minutes and other records of its actions and submit the same to the next succeeding meeting of the Board.

Section 4. Any Committee may hold conferences among its members by any means of communication through which the members may simultaneously hear each other during the conference. Such conferences shall constitute a meeting of the Committee, if the number of members participating in the conference would be sufficient to constitute a quorum at the meeting, and if the same notice is given to the conference as would be required for a Committee meeting. In any Committee meeting, a member may participate all members physically present at the meeting may simultaneously hear each other during the meeting.

Section 5. Any action, which may be taken at a meeting of a Committee, may be taken without a meeting and notice thereof if consent in writing wetting forth the action taken is signed by all of the members of the Committee.

ARTICLE VIII

Standing Committees

Section 1. The NDGWA shall maintain a committee structure. Such committees may be created by affirmative vote of a majority of the directors, and shall have the authority of the Board in the management of the business of the NDGWA to the extent provided in the resolution adopted by the Board. A committee shall consist of one or more persons, who need not be members of the Board of NDGWA. The President shall appoint all standing committee chairs and members with concurrence of the Board. The chair of each standing committee shall be a member of the Board of Directors, but other committee members need not be members of the Board of NDGWA. The members of the committee present at any meeting of the committee shall constitute a quorum for the transaction of the business of the committee, unless a smaller or larger portion or number is provided in the resolution approved by the Board. Minutes of any meeting of the committee shall be available upon request to members of the committee and to any director.

ARTICLE IX

Subsidiary Organizations

Section 1. The Board may establish subsidiary organizations to further the purposes of the NDGWA. Subsidiary organizations are to be developed and administered in accordance with current NDGWA policies regarding the same.

Section 2. Subsidiary organizations shall be a part of the total financial, membership, and governing structure of the NDGWA.

ARTICLE X

Fiscal and Administrative Provisions

Section 1. The fiscal year of the NDGWA shall be the 12 month period ending December 31 of the current year.

Section 2. Funds of the NDGWA on deposit with any bank or trust company shall be subject to withdrawal on the signature of such person or persons as may be determined from time to time by resolution of the Board.

Section 3. Securities of the NDGWA deposited in any safe deposit box or held by any custodian shall be subject to withdrawal by such person or persons as may be determined from time to time by resolution of the Board.

Section 4.The NDGWA Board shall have power to investment of funds of the NDGWA and to change the same, and may from time to time sell any part of securities or other property of the NDGWA or any rights or privileges that may accrue thereon.

The NDGWA Board may delegate such powers to authorize such person or persons as the Board may designate to act on behalf of the NDGWA with respect to investments held by the NDGWA, including the authority to execute such form of transfer and assignment as may be customary to constitute the transfer of stocks of other securities in the name of the NDGWA.

Section 5. The books and accounts of the NDGWA shall be kept in accordance with forms and procedures established by the Board.

Section 6. The NDGWA shall keep at its registered office correct and complete copies of its Articles of Incorporation and Bylaws, accounting records, and minutes of meetings of the Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE XI

Waivers

Section 1. Whenever any notice is required by these Bylaws or applicable law, no such notice need be given to any person otherwise entitled thereto who waives, in writing, receipt of such notice before or after the event of which such notice was required.

ARTICLE XII

Indemnification

Section 1. The NDGWA shall indemnify persons to the extent required by North Dakota Nonprofit Corporation Act, and shall have the power otherwise to indemnify persons for such expenses and liabilities, in such a manner, under such circumstances, and to such extent a permitted by applicable law.

ARTICLE XIII

Dissolution

Section 1. In the event of dissolution of this NDGWA, the assets of the NDGWA shall be transferred and distributed as provided in the Article of Incorporation to be used for the purposes of the NDGWA, within the State of North Dakota.

ARTICLE XIV

Amendments of Bylaws

 Section 1. These Bylaws, or any part thereof, may be amended by a majority vote of the members at any regular or special meeting or by the Board of Directors at any regular or special meeting where the notice of the meeting contained a statement of the substance of the proposed amendment.