From: MGGA Board of Directors Nomination Committee
To: MGGA Membership
Subject: Upcoming Board of Directors Elections
Attachment: MGGA By-Laws
In accordance with the MGGA By-Laws, it is time once again for election of the Board of Directors. The Nomination Committee respectfully requests any interested persons to fill the vacancies, to please contact the Nomination Committee Chairman, Pat Isles by 12:00 Noon on Monday Jan 17th so the positions can be voted in during the Annual Meeting.
Although all positions are eligible for the election, we currently have the following positions open and are in dire need of having them fulfilled.
Outreach and Promotion
Attached is a copy of the By-Laws which gives a description of duties.
We ask that you consider applying for any of the positions to keep the MGGA a vibrant part of the industry and to support the organization that has supported Maryland Grape Growers for over 40 years. A strong Board of Directors will lead to a strong membership, we cannot succeed without your help.
MGGA BOD Nomination Committee Chairman
BYLAWS OF THE
Maryland Grape Growers Association, Inc.
Article I Name:
- The name of this organization shall be Maryland Grape Growers Association, Inc. (herein referred to as the Association). It shall be a nonprofit organization having elected and appointed officers, governed by a Board of Directors, administered by an Executive Committee, and financed by annual membership dues and other sources of revenue not inconsistent with the laws of the State. The organization shall be commonly known as Maryland Grape Growers Association, designated by the acronym MGGA, the name by which it is doing business.
- The resident agent of the Association shall be established by the Executive Committee (defined below) as that of the address of the current treasurer of the Association and published at least annually in the Association’s newsletter.
Article II Purpose: The Maryland Grape Growers Association is organized to promote viticulture in Maryland. To that end, it shall serve the following purposes:
- To join its members together for their mutual benefit as grape growers exclusively for educational and scientific purposes;
- To promote and fund scientific, agricultural research and field studies in viticulture sciences and provide grower education and information relative to grape growing and wine making, and to encourage cultivation of grapes and production of wine in the state of Maryland.
- To provide production and marketing information and to promote the demand for and sale of grapes and grape products, including wine;
- To represent the interests of the Maryland grape industry before governmental agencies, purchasers of grapes, related industry and professional groups, and the general public, and
- To perform any and all things not inconsistent with the law that affects the mutual interests of grape growers.
Article III: Membership
- Membership shall be open to all vineyards, wineries, persons and businesses interested in furthering grape growing and wine production in Maryland.
- There shall be two classes of members in the Maryland Grape Growers Association:
- Active members shall consist of persons or businesses growing grapes or intending to grow grapes.
- Honorary life members shall consist of those individuals who have received the Michael J. DeSimone Award of Merit and those who, by reason of outstanding contributions to grape growing in Maryland, are selected for honorary life membership by a majority vote of the Board of Directors. This class of membership shall provide all the privileges of active membership and all dues shall be waived.
- Each active member shall be entitled to one vote on all Association matters consistent with these bylaws.
Article IV. Dues:
- Except for honorary membership as defined in Article III paragraph 2, payment of annual dues shall be a condition of membership in MGGA. Membership and all rights associated shall be deemed terminated upon failure of the member to pay dues as set by the membership within ninety (90) days after they become due and payable.
- The amount of dues for each member shall be established by a majority vote of active members attending any meeting of the Association.
Article V. Board of Directors:
- The Association shall be governed by a Board of Directors with full power to manage the business and property of the Association and to make the necessary rules and regulations not inconsistent with the law or with these bylaws for the management of the business and the guidance of the officers of the Association.
- The Board of Directors shall consist of not less than seven (7) nor more than fifteen (15) members. Any active member shall be eligible to be a member of the Board of Directors.
- MGGA will also be served by an Executive Committee, comprised of the current President, Vice President, Secretary and Treasurer.
- All officers of the Association, the immediate past president, and the chair of each standing committee of the Association shall be members of the Board of Directors. The editor of the Association newsletter is included within this category. The Past President will remain on the Board for as long as their immediate successor remains in office as President.
- The Board of Directors may appoint additional advisory, non-voting, honorary directors representing the Maryland Department of Agriculture, the University of Maryland and such other institutions and groups as the Board of Directors may choose.
- There shall be not more than one at-large member of the Board of Directors who shall be a voting member and elected to a term of two years.
- In the event of a vacancy occurring on the Board of Directors, The Executive Committee may appoint an individual from among the general membership to fill the unexpired term of the incumbent.
- The Board of Directors shall meet at least quarterly and at such other times as the president or a majority of the Board of Directors may deem necessary. Such meetings may be convened at any time and place in Maryland as designated in the notice of the meeting. Scheduled conference calls of the board can serve in lieu of physical meetings. Board of Directors meetings shall be conducted according to Robert’s Rules of Order, unless suspended by majority vote of all Board of Directors members present at any single board meeting, specifically to the intent that only board members may propose motions or second motions.
- No director, officer, or member of this Association shall receive any salary or compensation for services rendered to the Association, as director, officer or member, other than reimbursement for expenses actually incurred on behalf of the Association.
- Except as provided in Article X Paragraph 2 of these bylaws, a majority of members of the Board of Directors shall constitute a quorum at any meeting of the board for the transaction of all business of this Association, except that an affirmative vote of not less than two-thirds (2/3) of all members of the Board of Directors shall be required to pledge the credit of the Association.
- The officers of the Association shall constitute the executive committee for purposes of conducting the routine business of the Association between meetings of the Board of Directors and shall conduct such other business as the directors may require.
- At no time shall persons having a financial interest in a bonded winery constitute a majority of the Board of Directors.
Article VI. Officers
- The officers of the Association shall consist of a president, a vice president, a secretary and a treasurer.
- The officers shall be active members of the Association elected at the Annual Conference of the Association for a term of 2 years. They shall hold office until their successors are elected.
- The president, in addition to duties enumerated elsewhere, shall be the chief executive officer of the Association; shall preside over all meetings of the Board of Directors and the Association; shall sign in the name of the Association all contracts authorized by the Board of Directors; and shall perform all acts and duties required of an executive and presiding officer.
- The vice-president shall perform all the duties of the president when the president shall be absent, unable or shall refuse to serve; and shall perform such other duties as the president or Board of Directors shall authorize; and shall oversee the Research and Education Committee actions.
- The secretary, in addition to duties enumerated elsewhere, shall keep a complete record of all the meetings of the Association and of the Board of Directors and Executive Committee; shall serve all notices required by law and by these bylaws; and shall perform such other duties as the president of the Board of Directors shall authorize.
- The treasurer, in addition to duties enumerated elsewhere, shall have custody of the Association’s financial records and keep account of the collected dues and all other money and property of the Association; shall deposit all funds of the Association in such bank as the Board of Directors may designate and shall pay out monies as required; shall receive instructions from the Board of Directors by resolution on what offices, if any, shall countersign bills, notes, checks or other instruments; present financial status to membership at Annual Conference; and shall perform such other duties as the president or Board of Directors shall authorize.
- The Editor, is responsible for the collection of news articles and photos from membership growers and special events, committee reports, informational articles from other sources to be organized, published and delivered to the membership on a quarterly basis starting in January of the fiscal year; shall oversee the advertisement coordinator; shall maintain the archive copies of The Grapevine
- The Member at Large, to act as liaison between membership and the Board of Directors, field issues back to membership for input and technical reviews. Assist committee chairs on special projects as required.
- No person having a financial interest in a bonded winery shall serve as President of the Association.
- At no time shall more than one person having a financial interest in or employed by a bonded winery serve as an officer.
Article VII. Elections
- Officers and at-large board members of the Association shall be elected by a majority vote of active members of the Association present and voting at the appropriate Annual Conference.
- Nominations for officers and vacancies on the Board of Directors shall be presented to the members at the appropriate Annual Meeting by a nominating committee.
- Members of the nominating committee shall be appointed by the President of the Association.
- Upon presentation of the nominees by the nominating committee at any Annual Conference, any active member shall have the right to offer an additional nomination for any office. This motion must be acted upon before the nominating committee recommendations are acted upon.
Article VIII. Meetings
- The Association shall hold its Annual Conference within seventy-five (75) days before or after the close of the fiscal year. At this time, the membership shall transact such business as shall be brought before the meeting and biannually elect the officers and member at large of the Association.
- The time and place of the Annual Conference shall be decided by the Board of Directors at least six (6) months in advance and shall be published in the next issue of the Association’s newsletter. The notice of such conference shall also be delivered by postal or electronic notification by the secretary, or the secretary’s designee, to each member at least thirty (30) days prior to the meeting.
- Those members present and entitled to vote shall constitute a quorum for the transaction of business.
- At each meeting of the membership, each active member having the right to vote shall be entitled to one vote.
- Special meetings of the Association shall be called by the president or at the written request of three (3) members of the Board of Directors, or ten (10) members of the Association. Notice of such meetings, including their purpose, shall be delivered either by postal or electronic notification by the secretary to all members of the Association at least thirty (30) days prior to the meeting.
Article IX. Committees
- Standing Committees
- Authorization and Composition. There shall be four (4) standing committees of the Association: the Government Affairs Committee; the Research and Education Committee, the Promotion and Outreach Committee, and the Membership Committee. Any member of the Association shall be entitled to be a member of any or all the standing committees. The standing committees shall report to the general membership at the Annual Conference. The chair of each standing committee shall be appointed by the executive committee and shall become a member of the Board of Directors of the Association. The chair shall serve for a period of two years.
(1)The standing committee on government affairs shall:
(a)Establish and maintain liaison with the Maryland Department of Agriculture and other appropriate state, regional and federal agencies as may be of assistance in the development and promotion of the grape growing and wine making industry in Maryland; and
(b) Be responsible for oversight of state and federal statutory and regulatory matters related to the grape growing and wine making industry in Maryland.
(2) The standing committee on research and education shall:
(a)Educate the members and the general public on all the manner of subjects pertaining to grape growing in Maryland.
(b)Engage in and/or encourage research in areas pertaining to grape growing in Maryland, including, but not limited to, variety testing, training systems and general cultural practices; and
(c)Gather Production and marketing information; and
(d)Organize the educational venues for the Annual Conference, Summer Field Days, and pruning clinics, and any special sessions appropriate for the association, and coordinate with the Vice President and report to the Board of Directors.
(3) The standing committee on promotion and outreach shall:
(a)Promote the growth of the membership in their Association.
(b) Engage in activities that promote public awareness and appreciation of the Maryland grape growing and wine making industry; and
(c) Recommend to the Board of Directors the recipient of the Veraison Award and the Michael J. DeSimone Award of Merit.
(4)The standing committee of membership shall:
(a)Receive membership and renewal applications and maintain membership records by means that permit easy recovery of all information or subset thereof;
(b) Provide lists, mailing labels, and data as requested by officers, Board of Directors, members, standing committee chairs, and other persons authorized by the Board of Directors.
(c) Receive, screen, and forward to the appropriate officer or others within MGGA queries and communications from both members and those outside the Association, maintaining a stable address for such queries and communications.
- These committees will also contribute as needed to the oversight and maintenance of the Association web site. They are also to submit a report to each edition of the Association newsletter.
- Temporary Committees: The Board of Directors may appoint such special committees of a temporary nature as it may, in its discretion, deem expedient, and shall refer to such committee any Association matters with full power to act. Each temporary committee shall consist of members appointed by the president from the general membership and chaired by a member of the Association appointed by the president.
Article X. Amendments
- These bylaws may be altered amended or repealed at any meeting of the Association by a two-thirds(2/3) vote of the members present, provided that notice of any such meeting shall be given at least ten (10) days prior to the meeting and shall include the proposed amendments.
- These bylaws may also be amended by the concurring vote of two-thirds (2/3) of all members of the Board of Directors, provided that any amendments so adopted shall be reported to the next Annual Conference of the Association and, if not approved thereat by a two-thirds (2/3) vote of the members voting, shall cease to be in effect.
Article XI. Miscellaneous
- The fiscal year of the Association shall coincide with the calendar year.
- The amount of Association indebtedness for which the individual members or directors of the Association shall be personally liable shall not exceed One Dollar ($1.00).
- Any officer or member of the Board of Directors may be removed, for cause, by a majority vote of the Board of Directors, provided the person to be removed has been given fifteen (15) days’ written notice of the meeting in which the removal is to be considered, the reasons for the proposed removal, and an opportunity to be heard at the meeting in opposition to the proposed action.
- Upon dissolution of the Association, assets shall be distributed for one or more exempt purposes (within the meaning of Section 501 (c) (6) of the Internal Revenue Code or the corresponding section of any future federal tax code), or shall be distributed to the Federal government, or to a state or local government, for furtherance of the Maryland grape growing industry. Any such assets not so disposed of shall be disposed of by a Court of Competent jurisdiction of the county in which the principle office of the Association is then located, exclusively for such purposes.
September 21, 2004
Amended March 6, 2010
Amended February 26, 2011
Amended June 27, 2015