These Bylaws govern the affairs of The Texas Wine and Grape Growers Association, a 501(c)(6) trade association with tax exempt status incorporated on May 5, 1995.
Article 1: Name and Location
The name of the organization shall be the Texas Wine and Grape Growers Association (TWGGA), a nonprofit Association incorporated in the State of Texas, hereinafter referred to as the Association.
Article 2: Purpose
The purpose for which the Association is organized is to support the protection, enhancement, and advancement of the Texas wine industry.
Article 3: Membership Categories, Procedures, and Rights
Membership in this Association shall be available to all persons who are interested in the promotion and appreciation of Texas wine regardless of ethnicity, gender, creed, or national origin, and who agree to comply with the basic tenets of the Association as described in these bylaws.
3.1 Membership Categories: The Association will have two classes of members—voting and non-voting. Commercial wineries and commercial vineyards in the state of Texas are eligible for voting memberships in the Association. All other interested parties and member categories will be non-voting members of the Association. The board shall have the authority to establish and define non-voting categories of membership.
3.2 Membership Procedures:
A. Application: All applications for membership shall be submitted to the Association office using designated application forms and must include payment.
B. Transfer: Memberships may not be transferred.
C. Resignation: Any member may resign by filing a written resignation with the Executive Director. There will be no refunds or proration of dues.
D. Revocation: Membership may be revoked and all rights, benefits, and privileges terminated if: the board determines and, upon due process hearing, an individual member has participated in actions or conduct unbecoming a member of the association, including, but not limited to, subverting the purpose of the Association, misappropriation of funds, and engaging in conduct which interferes with the legal, ethical and/or fiduciary obligation to the Association. The Board may delegate powers to a regular or ad hoc committee to conduct a hearing, make recommendations to the Board, or take action on the Board’s behalf. The Board, or a committee designated by the Board to handle a matter involving sanctioning, suspension, or expulsion of a member may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice must be in writing and delivered at least 14 days before the hearing. But shorter notice may be deemed adequate if the Board determines that the need for a timely hearing outweighs the prejudice caused to the member and if the notice states the need for a timely hearing. Revocation of membership must be recommended by the membership committee and/or the Board of Directors and approved by a majority vote of the board.
3.3 Membership Rights: Commercial Vineyard and Commercial Winery Members of the Association shall be entitled to all of its rights and privileges, including the right to vote and to hold office, as allowed by member type.
A. Voting Rights: Proposals to be offered to members for a vote shall first be approved by the Board. On any vote, a plurality of those voting shall determine the action.
B. Hold Office: Current Association voting members may be eligible to hold office on the Board, assuming qualifications are met.
3.4 Membership Year: The membership year shall be for one (1) year from the date dues are received and processed by the Association.
3.5 Annual Business Meeting: A business meeting of the membership shall be conducted annually. A majority of the Board and members holding one-tenth of the votes that may be cast at a meeting who attend the meeting in person or by proxy will constitute a quorum for the annual meeting. Notice of the meeting shall be made to the membership at least thirty (30) days prior to the annual meeting.
3.6 Eligibility to Vote at Annual Business Meeting: A voting member in good standing is entitled to vote at a meeting of the members of the corporation. A voting member in good standing is one who has paid all required fees and dues.
Article 4: Dues
4.1 Dues: Dues for all categories of membership shall be established by the Board and may be changed by a majority vote of the board of directors. Member dues will be made public and posted on the Association website.
4.2 Refunds: No dues shall be refunded to any member whose membership terminates for any reason.
Article 5: Board of Directors
5.1 Board Authority and Responsibility: The Board is the Association’s governing body. As such, the Board sets policy and makes decisions on behalf of the membership by providing general oversight regarding the affairs of the Association, its committees, and publications; determining its policies or changes therein; actively pursuing Association goals and objectives and monitoring financial affairs. The Board adopts rules and regulations for the conduct of Association. The Officers, At-Large Board Members, and Regional Directors are voting members of the Board.
5.2 Members and Qualifications: The Board shall consist of 18 voting members—five (5) Board Officers (President, President-Elect, Immediate Past President, Secretary, Treasurer) and three (3) Members-at-Large and ten (10) Regional Directors, as set out in the policies. Any regular member in good standing shall be eligible for nomination, election, and service on board, with the exception of the President-Elect position. Any individual Member in good standing who has served a minimum of one year on the Board in the last five years shall be eligible for nomination and election as President-Elect and service in the three-year Presidential term. No two offices on the Board may be held by the same person, except in the event of appointment due to office vacancy. At-Large Board Members are obligated to serve on at least one active committee during their term.
5.3 Terms of Office: Each twelve-month term of office begins on January 1 following the Board election. The President track shall be a three-year total commitment and shall automatically progress, based on the following terms: President-Elect (1 year), President (1 year), and Immediate Past President (1 year), each with a one-year term limit. The Treasurer, Secretary, Member(s)-at-Large, and Regional Directors shall serve a two-year term and may be reelected up to two additional terms (six years maximum consecutively). Terms will be staggered to ensure continuity.
5.4 Duties of Board Officers:
A. President: The President shall be the Chief Elected Officer of the Association and serve as Chair of the Board. The President shall preside at all regular and special meetings of the Board and the membership, appoint all committees and task forces, and represent the Association during their term.
B. President-Elect: The President-Elect shall work cooperatively with the President in administering the affairs of the Association, serve as President Pro Tem in the event of the President’s absence and assume the office of President after fulfilling the term of President-Elect. In order to be nominated this person must have served at least one year on the Board within in the last five years.
C. Immediate Past President: The Immediate Past President shall advise the President, shall serve as Chair of the Nominating Committee and oversee the Board elections process, and shall take office after serving as President.
D. Secretary: The Secretary shall be responsible for documentation of all regular and special meetings.
E. Treasurer: The Treasurer shall oversee all Association financial activities and shall serve as the Finance Committee Chair.
A. Regular Meetings: A regular meeting of the Board shall be held no less than two (2) times during the operational year at such time and place as the Board may prescribe. Notice of all such meetings shall be posted. Additional meetings may be called as necessary to conduct the business of the Association and may take place via conference call, face-to-face meetings, or various electronic means, provided that notification to all Board members has been given at least five (5) calendar days before the meeting, there is a participating quorum, and the identity of all members can be verified, at the time of the meeting.
B. Special Meetings: A special meeting may be called by the President or any nine (9) members of the Board. Notice shall be given at least five (5) days prior to the meeting.
5.6 Quorum: At all meetings of the Board, a majority of members shall constitute a quorum.
5.7 Voting: Only in extenuating circumstances may voting rights of a Board member be delegated to another or exercised 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. A proxy shall not be valid after the expiration of fourteen (14) days from the date thereof. Action taken by mail or electronic mail ballot, in which a majority of voting members in writing indicate agreement, shall constitute a valid action of the Board. Board members may only hold one proxy at a time. Further, no Board members may delegate more than two consecutive proxies per term.
5.8 Removal from Office and Vacancies: Any Board member who violates Board Standards as outlined in Policies and Procedures may be removed by a two-thirds (2/3) vote of the Board. Any vacancy, with the exception of President and President-Elect, shall be filled for the remainder of the term by approval by a majority of the Board. A vacancy in the office of President or President-Elect shall be filled by the Nominating Committee and approved by the Board.
5.9 Compensation: Board members shall not receive any compensation for their services but may be reimbursed for expenses incurred on behalf of the Association.
Article 6: Elections
6.1 Nominations: A Nominating Committee shall annually prepare and submit to the membership a slate of candidates for the Board. Members wishing to be considered shall complete and return requested nomination information to the Association office by the published deadline. In the event that no nominations for an open position are received by the deadline, the Nominating Committee shall solicit nominations from Association sources.
6.2 Nominating Process: The Nominating Committee shall publicize a nominating process and timeline to the membership, review eligible applicants, nominate a minimum of one candidate for annual election for each open position, and notify the membership of its choices not less than 60 days prior to the end of the fiscal year. No member of the Nominating Committee can be nominated for election to the Board. The Nominating Committee shall prioritize selection of candidates based on experience, background, and diversity of candidates and composition of the Board.
6.3 Contested Election: If multiple candidates create a contested election the Association shall conduct an auditable election by mail, fax, or electronic ballot. Only in the case of a contested election, when a ballot election is evoked, commercial vineyard and commercial winery members are entitled to the number of votes set by the Board based on the number of producing vineyard acres or the total gallons of wine produced each year. The candidate who receives a plurality of votes cast shall be declared elected.
6.4 Self-Nomination: After the date the Nominating Committee notifies the membership of its candidates for election, 15 days shall be allowed for members to self-declare. If no additional nominations are submitted by petition within 15 days, uncontested candidates as presented will be considered elected by acclamation or a balloted election will occur. Any qualified member may self-declare within the 15-day period with the support of 1% of the current Association voting membership through written petition and shall be placed on a ballot. The ballot shall list those nominees recommended by the Nominating Committee and those recommended by petition. In order to self-declare, a member must submit a letter to the TWGGA Nominating Committee Chair that is received by the specified deadline. This letter must be accompanied by a completed electronic Self-Declared Candidate Application and letters of endorsement from 1% of the current, active TWGGA members.
At the end of the 15-day period, the Nominating Committee will either announce a slate elected by acclamation or conduct an online election for contested positions. The candidate who receives the plurality of votes in the online election shall be declared elected.
Article 7: Committees and Task Forces
7.1 General Responsibilities: Members of committees and task forces are appointed by the President and shall assume their duties and serve a term that coincides with that of the President. All committees shall communicate with the Board at least once annually and at other times as necessary.
7.2 Standing Committees: The Association may maintain standing committees in order to carry out the ongoing business of the Association and serve its members. Standing committees are determined by the Board and outlined in Policies and Procedures. At minimum, the Association shall maintain a Finance Committee, Nominating Committee, Legislative Committee:
A. Finance Committee: Shall be chaired by the Treasurer and consist of a minimum of five (5) members. The Committee shall prepare recommendations of the annual budget, and receive and review financial reports, audit, and investment information.
B. Nominating Committee: Shall be chaired by the Immediate Past President and consist of a minimum of three (3) members, including an additional Past President from the last nine years and representation from three distinct regions. The Nominating Committee shall review all formal candidates for Board service and shall nominate a minimum of one candidate for election for each open position and notify the membership of its choices not less than 60 days prior to the end of the fiscal year. No member of the Nominating Committee can be nominated for election to the Board.
C. Legislative Committee: The Chair and all members will be appointed by the President.
7.3 Ad Hoc Committees and Task Forces: The President may appoint such committees and task forces as necessary to facilitate the business of the Association. Such appointments may be made for a term to coincide with that of the President unless otherwise provided by Board action.
Article 8: Executive Director
An Executive Director shall serve as the Chief Staff Officer of the Association and shall manage a staff team to oversee and support the day-to-day operations of the Association. They shall be contracted and managed by the Board. The Executive Director and staff will be responsible for managing programs and events, maintaining the membership data and resources, directing the fiscal matters of the Association, and other such duties as delegated by the Board.
Article 9: Special Procedures Concerning Meetings
9.1 Meeting by Electronic Medium: The members, Board of Directors, and any committee of the Association may hold a meeting by electronic medium if a majority of participants consent to it. In all meetings held by electronic medium, matters must be arranged in such a manner that all persons participating in the meeting can hear each other and communicate concurrently; the notice of a meeting by telephone conference must state the fact that the meeting will be held by electronic medium, as well as all other matters required to be included in the notice; and a person’s participating in a conference-call meeting constitutes his or her presence at the meeting.
9.2 Action Without Meeting: Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Certificate of Formation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Article 10: Records and Property
10.1 Records: The Association shall keep correct and complete records of accounts, memberships, property, and equipment, as well as minutes of all meetings. Records relating to Association business may be inspected by any member in good standing following the procedure outlined in governance documents.
10.2 Property: All property purchased by TWGGA shall be used for the sole purpose of TWGGA business.
Article 11: Finance
11.1 Fiscal Year: The fiscal year of TWGGA shall be determined by the Board.
11.2 Budget: The Association operating budget shall be adopted annually by the Board prior to the start of the fiscal year.
11.3 Investment Policy: The Board shall adopt an investment policy that shall be reviewed annually.
11.4 Audit: The Board shall establish a schedule for financial audits.
Article 12: Notices
12.1 Notice by Mail or E-mail: Any notice required or permitted by these Bylaws to be given to a member, director, officer, or member of a committee of the Association may be given by mail or e-mail. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid. If given by e-mail a notice is deemed delivered upon date assigned by sending computer. A person may change his or her address in the corporate records by giving written notice of the change to the secretary of the Association.
12.2 Signed Waiver of Notice: Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
12.3 Waiving Notice by Attendance: A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Article 13: Indemnification
13.1 When Indemnification Is Required, Permitted, and Prohibited:
A. The Association will indemnify a director, officer, member, committee member, employee, or agent of the Association who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Association. For the purposes of this article, an agent includes one who is or was serving at the Association’s request as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.
B. The Association will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Association’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Association will not indemnify a person who is found liable to the Association or is found liable to another on the basis of improperly receiving a personal benefit from the Association. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Association.
C. The Association will pay or reimburse expenses incurred by a director, officer, member, committee member, employee, or agent of the Association in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Association when the person is not a named defendant or respondent in the proceeding.
D. In addition to the situations otherwise described in this paragraph, the Association may indemnify a director, officer, member, committee member, employee, or agent of the Association to the extent permitted by law. However, the Association will not indemnify a person in any situation in which indemnification is prohibited by paragraph 13.1(a), above.
E. The Association may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 13.1(c), above have been satisfied. Furthermore, the Association will never advance expenses to a person before the final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Association or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
13.2 Extent and Nature of Indemnity: The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Association, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
13.3 Procedures Relating to Indemnification Payments:
A. Before the Association may pay any indemnification expenses (including attorney’s fees), the Association must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph 13.3(b), below. The Association may make these determinations and decisions by any one of the following procedures:
i. Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
ii. If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
iii. Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs 13.3(i) or 13.3(ii) above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
iv. Majority vote of members, excluding directors or other members who are named defendants or respondents in the proceeding.
B. The Association will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii), above, governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of members or the Board that requires the indemnification permitted by paragraph 13.1, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible The Association will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above In addition to this determination, the Association may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Association if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
C. Any indemnification or advance of expenses will be reported in writing to the Association’s members. The report will be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of consent to action without a meeting. In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.
Article 14: Dissolution
The Association shall use its assets only to accomplish the purposes specified in these Bylaws. No part of the net income, revenue, and grants of the Association shall inure to the benefit of any member, officer, or any individual except that reasonable compensation may be paid for services rendered. No member, officer, or individual shall be entitled to share in the distribution of any part of the assets of the Association on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the Association, after payment of debts and obligations, shall be distributed to one or more regularly organized and qualified charitable education, viticultural, or philanthropic organizations to be selected by the Board. All member and financial records shall be placed in the possession of the President in office at time of dissolution.
Article 15: Amendments
15.1 Substantive Changes: The Association Bylaws may be altered, amended, or repealed by two-thirds (2/3) vote of Voting Members. Proposed changes to the bylaws can only be distributed after approval by majority vote of the Board. Notice of proposed changes shall be presented to members thirty (30) days prior to the close of voting. Voting may take place either at the Association annual meeting or by electronic means.
15.2 Non-Substantive Editorial Changes: Editorial changes to the Bylaws may be made by a unanimous vote of the Board. The membership shall be notified at least thirty (30) days before changes become effective.