MTGWA BYLAWS

Bylaws of the Montana Grape and Wine Association

ARTICLE I - Fiscal Year

The fiscal year of the Association shall conclude on December 31.  

ARTICLE II - Nonprofit Status

The Association is a nonprofit corporation as defined under Section 501(c) of the Internal Revenue Code, codified at 26 U.S.C. § 501(c).  

ARTICLE III - Membership 

Section 1 - Eligibility for Membership 

Any individual or entity engaged in grape or fruit cultivation, vineyard management, winery or cidery operations, or providing products and services within the viticulture and wine industry, including wine education, is eligible for full voting membership in the Montana Grape and Winery Association ("MTGWA") upon payment of annual dues as determined by the Board of Directors at an annual meeting.  

Section 2 - Voting Rights 

Each active member shall be entitled to one vote. The Board of Directors shall have the authority to determine eligibility criteria for additional membership classifications.  

Section 3 - Membership Dues and Termination

The Board of Directors shall establish membership dues and may enact policies for membership termination due to non-payment of dues.  

Section 4 - Member Expulsion  

A member may be expelled by majority vote of the Board of Directors or membership at a duly convened meeting, provided the member receives written notice at least thirty (30) calendar days prior, detailing the grounds for expulsion.  

ARTICLE IV - Meetings 

Section 1 - Annual Meeting 

The MTGWA’s Annual Meeting shall be scheduled at a time and location determined by the Board of Directors. Except for the initial Annual Meeting, it shall occur between January 1 and March 31 of each year.  

Section 2 - Notification of Meetings  

Written notice specifying the date, time, and location of the Annual Meeting shall be provided to members no less than ten (10) and no more than fifty (50) calendar days in advance, via personal delivery, mail, or email to the last known address.  

Section 3 - Quorum Requirements 

A quorum for membership meetings shall be ten percent (10%) of the first one hundred (100) active members.  

Section 4 - Voting Procedures 

Each active member shall have one vote per issue. The Board of Directors shall determine if voting by proxy or other methods is permitted.  

Section 5 - Special Meetings 

A special meeting may be called by the President or a majority of the Board of Directors upon providing thirty (30) calendar days' written notice to members. A special meeting must also be called upon written request by at least five percent (5%) of the membership, specifying the purpose of the meeting.  

ARTICLE V - Board of Directors  

Section 1 - Composition 

The Board shall consist of a minimum of three (3) Directors. Each Director must submit a written disclosure of any potential conflicts of interest prior to assuming office. The Board may expand its membership as needed. Directors serve staggered three-year terms, with one-third (1/3) elected annually.  

Section 2 - Election of Directors 

Directors must be active MTGWA members in good standing and shall be elected by majority vote of a quorum present at the Annual Meeting. Three (3) Directors shall be elected at the initial Annual Meeting.  

Section 3 - Nominations  

A nominating committee may be established by the Board. Additional nominations may be made from the floor during the election process at the Annual Meeting.  

Section 4 - Term Limits  

After completing an initial three-year term, Directors may serve up to two (2) additional consecutive terms. After serving three consecutive terms, a Director must take a one-year hiatus before becoming eligible for re-election.  

Section 5 - Filling Vacancies  

Vacancies on the Board shall be filled by majority vote of the remaining Directors, with the appointed individual serving the remainder of the term.  

Section 6 - Board Meetings  

The Board shall convene at least four (4) times annually, including a meeting within thirty (30) days following the Annual Meeting. Additional meetings may be called by the President or a majority of the Board.  

Section 7 - Quorum for Board Meetings

A quorum shall consist of a majority of elected Directors.  

Section 8 - Compensation 

Directors shall not receive financial compensation but may be reimbursed for reasonable expenses incurred in the execution of their duties, as approved by the Board.  

Section 9 - Board Decision-Making  

Board decisions shall be determined by majority vote unless otherwise stipulated by law.  

Section 10 - Removal of Directors  

A Director may be removed from office for cause by a two-thirds (2/3) majority vote of the Board, following written notification and an opportunity for the Director to present a defense.  

Section 11 - Executive Committee  

The Board may establish an Executive Committee to oversee administrative matters.  

ARTICLE VI - Officers 

Section 1 - Election of Officers 

The Board shall elect a President and Vice President from among its members and appoint a non-voting Secretary/Treasurer from the active membership.  

Section 2 - Responsibilities of Officers

- President: Oversees Board meetings, directs MTGWA operations, and signs official documents.  

-Vice President: Assumes Presidential duties in the President’s absence.  

- Secretary/Treasurer: Maintains official records, oversees financial transactions, and provides financial reports.  

Section 3 - Officer Compensation 

Officers shall serve without monetary compensation but may receive reimbursement for expenses approved by the Board.  

Section 4 - Officer Removal  

An officer may be removed by a two-thirds (2/3) vote of the Board, provided written notice and an opportunity for response are given.  

ARTICLE VII - Financial Structure

Dues and fees shall be established by the Board and approved by membership at the Annual Meeting. Financial statements shall be issued at least ninety (90) days prior to the Annual Meeting. No part of MTGWA’s earnings shall benefit any member, Director, or Officer. 

ARTICLE VIII - Amendments 

Bylaws may be amended by a two-thirds (2/3) majority vote of either the membership or the Board. However, Bylaws enacted by members cannot be repealed by the Board. 

ARTICLE IX - Committees  

The Board may establish standing or ad hoc committees as needed. Each committee shall elect a Chairperson and report to the Board.  

ARTICLE X - Parliamentary Authority  

Robert’s Rules of Order shall govern parliamentary procedure.