Management of Corporation
4.01 The Board will manage corporate affairs.
Number, Qualifications and Tenure of Directors
4.02 The number of Directors will be 18. Directors must be voting members of the Corporation. Each director will serve for a term of two years. The directors’ terms will be staggered so that the terms of directors from even-numbered regions will be elected in even-numbered years; the terms of the directors from odd-numbered regions will be elected in odd-numbered years.
4.03 No later than ninety (90) days prior to the annual meeting of members, the regional directors in each region shall jointly agree upon and appoint a Regional Nominating Committee composed of three (3) voting members from their respective regions. Any Regional Director whose term is not expiring is permitted to serve on their region’s nominating committee. Each nominating committee will consider possible nominees and present a ballot of nominees to the corporate office sixty (60) days prior to the annual meeting. Each year all Regional Nominating Committees will submit nominees for president-elect, secretary and treasurer. In the event any at-large director terms of office are expiring, all Regional Nominating Committees will also submit nominees for those positions. In the event the regional vineyard and winery director terms of office are expiring, only the respective Regional Nominating Committees will submit nominees for those positions.
4.04 Nominees from each regional nominating committee will be included in an online ballot and distributed by email notice to appropriate members sixty days prior to the annual meeting. Online ballots will be disabled no later than 30 days prior to the annual meeting each year. Ballots will be distributed by mail to members without email or by request and will include two reply envelopes; one inner blank envelope to protect voting privacy, and one outer envelope for a signature on the reverse side to verify membership. Mailed ballots shall be returned to the Corporation by mail no later than 30 days prior to the annual meeting each year. All ballots will have signature or email verification for voting eligibility. For mailed ballots, the outer signed envelope shall be opened and discarded. Ballots will be counted by the Past-President, or a representative appointed by the Past-President. Mailed ballots will not be removed from the inner blank envelopes until the day of ballot counting. Online ballots will be processed into a report on the day they are disabled and counted with mailed ballots. Directors will be elected by vote of the membership. Each director will hold office until a successor is elected and qualifies. A director may be elected to succeed himself or herself as director.
Directors and Officers elected shall be installed at the annual meeting and will assume office at the beginning of the meeting. In electing directors, members may not cumulate their votes by giving one
candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates.
4.05 The executive committee will fill any vacancy in the Board and any director position to be filled due to an increase in the number of directors. A vacancy is filled by the affirmative vote of a majority of the executive committee, even if it is less than a quorum of the executive committee, or if it is a sole remaining director. A director selected to fill a vacancy will serve for the unexpired term of his or her predecessor in office.
4.06 The time and place of the annual meeting shall be set by the President-Elect.
4.07 The time and place of regular meetings shall be set by the President. The Board shall meet a minimum of three times each year, including the annual meeting, but not including special meetings.
4.08 Special Board meetings may be called by, or at the request of, the president or a majority of the Board. A person or persons authorized to call special meetings of the Board may fix any place inside Texas as the place for holding a special meeting. The person or persons calling a special meeting will inform the secretary of the corporation of the information to be included in the notice of the meeting. The secretary of the Corporation will give notice to the directors as these Bylaws require.
4.09 Written or printed notice of any meeting of the Board will be delivered to each Board member not less than fourteen, nor more than 60 days before the date of the meeting. The notice will state the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called.
4.10 A majority of the number of directors then in office constitutes a quorum for transacting business at any Board meeting. The Board members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Board members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Board members required for a quorum. If a quorum is never present at any time during a meeting, a majority of the Board members present may adjourn and reconvene the meeting once without further notice.
Duties of Board
4.11 Directors will discharge their duties including any duties as committee members, in good faith, with ordinary care and in a manner they reasonable believe to be in the Corporation’s best interest. In this context, the term ordinary care” means the care that ordinarily prudent persons would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may in, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty to Avoid Improper Distributions
4.12 Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the Corporation lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the Corporation insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary of the Corporation before adjournment of the meeting in question or mailed to the secretary by registered mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director:
(1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of which the director is not a member;
(2) while acting in good faith and with ordinary care, considers the Corporation’s assets to be at least that of their book value; or
(3) in determining whether the Corporation made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation.
Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
4.13 Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Corporation’s behalf; and to sell, transfer, or otherwise dispose of the Corporation’s assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever. Without limiting the generality of the delegation authority conferred upon the Board, the Board is authorized to hire an executive director and such other employees that the Board considers reasonable and appropriate to manage the daily affairs of the Corporation.
4.14 Contracts of transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for the purpose. However, every director with any personal interest in the transaction must disclose all material facts concerning the transaction, including all potential personal benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by a majority of the uninterested directors or other group with the authority to authorize the transaction.
Actions of Board of Directors
4.15 The Board will try to act by consensus. However, if a consensus is not available, the vote of a majority of directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the Board’s decision. For the purpose of determining the decision of the Board, a director who is represented by proxy in a vote is considered present.
4.16 A director may vote by proxy. All proxies must be in writing, must bear the signature of the director giving the proxy and must bear the date on which the proxy was executed by the director. No proxy is valid after eleven months from the date of its execution.
4.17 Directors may not receive salaries for their services. The Board may adopt a resolution providing for paying Board members a fixed sum and expenses of attendance, if any, for attending each Board meeting. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a Board member will be reasonable and commensurate with the services performed.
4.18 A majority of the Board may vote to remove a Board member at any time for good cause. Good cause for removal of a Board member includes the unexcused failure to attend three consecutive Board meetings. A meeting to consider removing a director may be called and noticed following the procedures provided in these Bylaws for a special meeting of the Board. The notice of the meeting will state that the issue of possibly removing the Board member will be on the agenda and the notice will state the proposed cause for removal. A majority of the members may vote to remove a Board member at any time with good cause.
At the meeting, the director may present evidence of why he or she should not be removed and may be represented by an attorney at and before the meeting. Also, at the meeting, the Corporation will consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director.