Bylaws Of The

North Dakota Grape and Wine Association

 

ARTICLE I

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Purposes

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

This mission shall be accomplished by:

• Supporting research that adds to the scientific knowledge about viticulture and oenology and related issues;

• Promoting the Grape and Wine industry;

• Providing community education and support services for people involved in viticulture and oenology;

• Informing the public about viticulture and oenology;

• Advocating the interests of, and enlisting support, participation, and involvement of, people involved in viticulture and oenology;

• Seeking funds from the public and governments to support programs and services;

• Collaborating with other groups or organizations where appropriate to further these purposes;

• 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”).

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ARTICLE II

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Offices

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.

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ARTICLE III

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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. Any member joining the NDGWA for the first time and paying dues after July 1 shall be granted membership through the end of the following membership year.

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ARTICLE IV

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Annual Meeting of the NDGWA

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

Section 2. Board members and officers shall be elected at the annual meeting.

Section 3. Notice of the annual meeting shall posted on the NDGWA website, emailed out on the ND grape list-serv and published in the NDGWA newsletter if applicable.

Section 4. At the annual meeting the treasurer shall give a financial report.

Section 5. The attendance of 10% of the voting members at the annual meeting shall constitute a quorum.

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ARTICLE V

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The Board of Directors

Section 1. The NDGWA shall be managed by a Board of Directors, hereafter referred to as the Board.  The Board shall consist of eight members elected by the membership at the annual meeting. The elected members of the Board shall serve for terms of two years.  Board memberships shall be divided into two groups so that the terms of one-half of the elected members of the Board shall expire each year.  In addition, the Board may include one or more ex officio members.  Members of the Board must be members of the NDGWA.

Each voting member present at the annual meeting shall be allowed one vote for each directorship.

Section 2. Ex officio board member(s) may be appointed to the Board as needed. Members that serve as ex officio members shall have all the rights and obligations of elected board members. Ex officio board members must be members of the NDGWA.

Section 3. Before the annual meeting of the NDGWA, the President or, in the event of his or her absence or inability or failure to act, the Vice President shall appoint a Nominating Committee. The Nominating Committee shall present to the annual meeting nominations for the members and officers of the Board to be elected. 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 at the annual meeting shall have the opportunity to make nominations from the floor for Board members and officers as well.

Section 4. Any member of the Board may at any time resign his or her membership on the Board by giving written notice. 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.

Section 5. In the event that a Board vacancy occurs by reason of resignation, death, removal from office 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 may hold its meetings in person, via video conferencing and or via conference calls.

The Board shall meet yearly or as called by the President. At each scheduled meeting of the Board, the treasurer shall have a current balance for the most recent accounting period.

Section 7. At each meeting of the Board, members constituting a majority of the Board shall constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the members present may adjourn or continue the meeting as a committee for planning purposes.

Section 8. Except as otherwise provided in these Bylaws, the vote of a majority of the Board members shall be an act of the Board.

Section 9. 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. 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.

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ARTICLE VI

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Officers

Section 1. The Officers of the NDGWA shall be elected by a majority of the members at the annual meeting following the election of the Board as described in Article V. Officers shall serve for a term of one year. The following Officers of this corporation shall be elected: President, Vice President, Treasurer, and Secretary. Only Board members are eligible to serve as officers.

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

The President shall preside at all meetings of the Board and of the NDGWA membership and shall exercise the usual functions pertaining to such office.  The President shall call meetings as necessary to complete NDGWA business.

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.

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.

The Treasurer shall supervise the finances of the NDGWA, as directed by the Board, and shall keep regular books. 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.

The Secretary shall keep the minutes of all meetings of the Board and of the annual meeting.  Prior to each meeting, the secretary shall send the minutes of the previous meeting to the Board members for review.  The minutes of Board meetings and the annual meeting shall be posted on the website.

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ARTICLE VII

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Committees of the Board of Directors

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. The President shall appoint all committee chairs with the concurrence of the Board. The chair of each committee shall be a member of the Board of Directors, but other committee members need not be members of the Board. 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.

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ARTICLE VIII

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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. The NDGWA shall keep at its registered office correct and complete copies of its Articles of Incorporation and Bylaws.

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ARTICLE IX

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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 as permitted by applicable law.

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ARTICLE X

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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.

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ARTICLE XI

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Amendments of Bylaws

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

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Est. 2006

2012 name change to North Dakota Grape and Wine Association

2014 – September 501c3

Updated 2015

Updated 2022, approved by the NDGWA membership at the 2023 Annual Meeting