By-laws

ARTICLES OF ASSOCIATION AND BY-LAWS OF THE MASSACHUSETTS FARM WINERIES & GROWERS ASSOCIATION, INC.

ARTICLE I
NAME

Sec. 1 The name of the association shall be “Massachusetts Farm Wineries & Growers Association”.

Sec. 2 The mailing address of the association shall be the same as the business address of the Chairman of the Board of Directors of the Association unless otherwise directed by the Chairman.

ARTICLE II
OBJECT

Sec. 1 The object of this Association shall be to foster, promote, and encourage the making, growing, selling and appreciation of Massachusetts wine and hard cider; to disseminate technical information for its members; to promote a more enlarged and friendly intercourse among those associated with all facets of the wine industry; and to enhance and promote the quality of Massachusetts wine.

ARTICLE III
MEMBERSHIP

Sec. 1 ACTIVE MEMBER – Any legal entity wholly located in Massachusetts and 1.) holding a valid Federal wine producers permit, or 2.) engaged in the production of fruit used in the making of wine or cider is eligible to become an active member of the association. Active members have voting privileges and may serve as officers of the association.

Sec. 2 COMMERCIAL MEMBER – Any person or legal entity associated with the greater wine industry, including equipment suppliers or other commercial vendors, but not meeting the requirements of Section 1, is eligible to become a Commercial Member. Dues to be determined annually by the Board of Directors. Commercial Members do not have voting privileges.

Sec. 3 ASSOCIATE MEMBER. Members of the professional staff or faculty of the University of Massachusetts, staff of the Department of Agricultural Resources, Massachusetts Farm Bureau Federation of other public servants may join the association as Associate Members in good standing by a vote of the Board of Directors. Dues – no fee. Associate members may attend all regular meetings of the association but shall not be entitled to vote. Associate members may be voted in to office as Association Officers and conferred voting rights as such by a majority vote of the Board of Directors.

Sec. 4 Election of members; Each legal entity applying for membership may do so by applying to the Association for membership. The Board of Directors shall act to approve or reject the application by majority vote. The applicant shall be notified promptly and upon acceptance and payment of dues be admitted to membership.

Sec. 5 Voting; Any officer or delegated person of an Active Member may be a representative at any meeting but each member shall be entitled to only one vote.

Sec. 6 Duration of membership and resignation; Each member admitted to membership in pursuance of these by-laws shall continue their membership until terminated by death, voluntary withdraw, surrender or sale of the federal permit or non-payment of dues and assessment as provided in Article IV. Any member may be dropped from the roll for just cause upon two-thirds vote of the members present at any regular or special meeting provided said member has been notified of the proposed action and has been given an opportunity to be heard.

Sec. 7 Any person who has been actively representing a member at Association meetings but who has withdrawn from active participation in the wine industry, may at any regular meeting, by a majority vote of the members present, be transferred to the list of Inactive Members. An Inactive Member will be entitled to attend any regular meetings and participate in the fellowship of the Association but will not be entitled to vote. Inactive Members shall be exempt from payment of dues and assessments.

ARTICLE IV
DUES

Sec. 1 The dues of each member for each fiscal year shall be as determined by the formal vote at the annual regular meeting and shall be payable upon receipt of the notice by the Secretary, on the first of the month following said annual meeting.

Sec. 2 Members who fail to pay their dues within 30 days from the time when the same becomes due shall be notified by the Secretary, and if payment is not made within the next 30 days shall be reported to the Association as in arrears and if so ordered shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership.

Sec. 3 No special assessment of any kind shall be levied upon the members, except as may be voted by a two-thirds majority of the members present at any meeting, after due notice, for the purpose of carrying through activities not covered in the annual budget. All assessments for specific events and promotions shall be levied only on those members actually participating in those events. In the event of any such special assessments being voted, they shall be levied and apportioned by the Secretary, authorized and directed by formal vote of the members at any meeting.

Sec. 4 Meeting expenses incurred in attending meetings shall be borne by the individual members, active or inactive.

ARTICLE V
MEETINGS

Sec. 1 Annual: There shall be an annual meeting of the Association in February unless otherwise ordered by the Board of Directors. The notice of such meeting shall be sent by the Secretary to each member at least seven days prior to said meeting.

Sec. 2 Regular: The time and place of any regular meeting shall be determined by the board of Directors and notice sent at least seven days in advance.

Sec. 3 Winery Committee Meetings: Committee chairpersons shall name the time and place of any meeting and give at seven days advance notice.

Sec. 4 Grower Committee Meetings: Committee chairpersons shall name the time and place of any meeting and give at least seven days advance notice.

Sec. 5 Special Meeting: Upon written request of any five members, the chairman may call a special meeting to consider a specific subject. The board of Directors shall name the time and place and give at least five days advance notice and state the purpose of the meeting in the call.

Sec. 6 Quorum: Seven member firms, in good standing, or 25% of Active Members present (whichever is greater) will constitute a quorum at any meeting, and in case there be less than a quorum at any general meeting, the presiding officer may adjourn the meeting for not longer than one month, or as determined by his discretion.

ARTICLE VI
OFFICERS

Sec. 1 The officers of the Association shall consist of a four member Board of Directors elected from the membership. Their term of office shall be two years from the date of their election and thereafter until successors are elected and qualified.

Sec. 2 Chairman: The Chairman shall be elected by the Board of Directors from among its members and it shall be the duty of the Chairman to preside at all regular and annual meetings of the Association. He shall be ex-officio a member of all committees and shall perform such other duties as he may from time to time undertake at the request of the Association.

Sec. 3 Vice-Chairman: The Vice-Chairman shall be elected from among the members of Board of Directors by them and in the absence of Chairman, the Vice-Chairman shall perform his duties.

Sec. 4 Treasurer: The Treasurer shall be elected by the Board of Directors from among its members and it shall be the duty of the Treasurer to receive and keep secure all monies and valuable papers relating to the finances of the Association; To keep a proper account of all monies received; To endorse and accept all orders for the payment of money in the Association’s name; The Treasurer shall, upon his approval and that of the chairman, pay and discharge any indebtedness of the Association; payment therefore shall be made under the signature of the Chairman and Treasurer. From time to time as so called for, the Treasurer shall make written reports of the financial condition of the Association and at the annual meeting furnish a full, complete and detailed account of the financial condition of the Association at that time and for the year preceding.

Sec 5 Secretary: The Secretary shall be elected by the Board of Directors from among its members and be a member ex-officio of all committees. It shall be the duty of the Secretary to attend all regular, annual and special meetings of the Association and of such committees as (s)he is a member, to keep and record full minutes of their proceedings in a book or books for that purpose; to serve all notices; to collect all dues from the members and to pay over the amounts to the Treasurer; to attend to all necessary correspondences and to perform such duties as may be prescribed by the Association.

Sec. 6 The elected officers of the Association shall be a stockholder, owner, officer, qualified Associate Member or duly authorized representative of an Active Member. The candidacy of this representative must first be approved by the represented member.

ARTICLE VII
COMMITTEES

Sec. 1 Membership Committee: The Chairman shall appoint a committee of three from the general membership whose duty it shall be to solicit new members and direct any requests for membership to the Chairman.

Sec. 4 Regulatory Committee: The Chairman shall appoint a committee from among the members whose duty it shall be to originate approaches and to implement the objectives of this Association with respect to regulatory reform.

Sec. 5 Marketing Committee: The Chairman shall appoint a committee from among the members whose duty it shall be to develop plans to promote the marketing objectives of this Association, its wineries and growers.

Sec. 6 The Chairman shall appoint such committees as from time to time be directed by the Association, and members of such committees shall hold office until successors be named or the committee be dissolved by the Board of Directors.

ARTICLE VIII
Amendments to By-Laws

Sec. 1 These by-laws may be amended by a two-thirds vote of a quorum of the members present at any general meeting, provided (such amendments shall have been introduced at the previous general or special meeting for discussion and provided further) that a copy of such proposed amendments shall have been sent to all members at least ten days prior to the meeting at which such proposed amendment is to be voted.

ARTICLE IX
USAGE OF ASSOCIATION NAME

Sec. 1 All promotional literature, devices, fixtures, awards, logos, trademark, symbols or any other promotional usages of the name and good will of the Massachusetts Farm Wineries & Growers Association shall be the sole property of the same said Association. No use of these shall be allowed except by the approval of the Board of Directors.

ARTICLE X
ORDER OF BUSINESS

Sec. 1 The order of business at all regular and annual meetings shall be:
• Roll Call
• Reading of the Minutes
• Reading of the Treasurers Report
• Report of the Committees
• Unfinished Business
• New Business

Nominations at alternate year Annual Meetings shall come under new business.

1 February 2007