JUNE 16, 2015
1.01. The principal office of the Corporation (sometimes referred to herein as “the Corporation” or “the Association”) in the State of Texas shall be located at 6101 Grayson Drive, Denison, Grayson County, Texas. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
1.02. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office the Corporation in the State of Texas and the address of the registered office may be changed from time to time by the Board of Directors.
2.01. The Corporation of the Texoma Craft Beverage Alliance is an association of producers and any other qualified individuals or entities specifically interested in furthering the craft beverage industry in the Texoma Region. Vision Statement: “The Texoma region will be world-renowned for its excellence in wine, brewing and distillation, as well as ancillary industries in viticulture and fermentation.” This Non-Profit Corporation does not sell alcohol or alcoholic beverages.
2.02. The Texoma Region is the current and/or future area known as the “Texoma American Viticultural Area”, “Texoma AVA” or “Texoma Appellation” currently identified by the U.S. Government in the Code of Federal Regulations Title 27, Chapter I, Subchapter A, Part 9, Subpart C, §9.185, and including the entire counties that are part of the Texoma Appellation.
3.01. This Corporation may admit as a member any person, partnership, corporation, association or other legal entity that has met all of the requirements for membership prescribed by the Board of Directors of Association.
3.02. The Corporation shall have five classes of members. Any person, partnership, corporation, association or other legal entity may only have one membership per class. The designation of such five classes and the qualifications and rights of the members of such five classes shall be as follows:
3.03. Any person eligible to become a member of the Association and desiring admission to membership, shall file an application for membership in such form, and containing such information as the Board of Directors prescribe. The Board of Directors shall not waive any of the requirements for eligibility to membership as prescribed in the Articles of Incorporation of the Bylaws of the Association.
3.04. Payment of dues shall be made in care of the secretary of the alliance at the principal office. Dues can be paid at any time during the year, and will be renewable on the same date each year.
3.05. Each Membership Class shall pay the following dues:
|Professional Craft Beverage Producer||$250.00 per year|
|Agriculture Producer||$100.00 per year|
|Non-commercial Producer||$50.00 per year|
|Education or Government||$100.00 per year|
|Allied Industries||$250.00 per year|
3.06. Persons or entities may be eligible for more than one class of membership. Such persons or entities are encouraged to select the category that involves the greater fee. It shall be the responsibility of the Board of Directors to promulgate more specific guidelines on this matter. The Board shall be responsible for reviewing whether an applying member or a current member is paying an appropriate membership fee to qualify as a member in good standing.
3.07. Membership certificates shall be nontransferable. No membership certificates shall be issued except to a duly qualified member of the Association in accordance with the provisions of the Articles of Incorporation and the Bylaws of the Association. In case of the loss or destruction of a membership certificate, a new certificate may be issued in lieu thereof.
3.08. Member Classes with more than one vote may not split their votes. Cumulative voting and voting by proxy is not permitted. Members shall be entitled to the following votes:
|Professional Craft Beverage Producer||3 Votes|
|Agriculture Producer||2 Votes|
|Non-commercial Producer||No Vote|
|Education or Government||No Vote|
|Allied Industries||No Vote|
3.09. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel any member for cause after an appropriate hearing and may, by a majority vote of the Board of Directors at any regularly constituted meeting of the Board, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article 12.03. of these Bylaws.
3.10. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
3.11. Upon written request signed by a former member whose membership was terminated or who resigned and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
3.12. Membership in this Corporation is not transferable or assignable.
4.01. An annual meeting of the members shall be held at such location, date and time as the
Board of Directors may determine, for the purpose of electing Directors and for the transaction of
other business as may come before the meeting.
4.02. The Board of Directors or the President shall have the right to call a special meeting of the members. Ten percent of the members of the Association entitled to vote, may, at any time, file with the Board of Directors, or the President, a petition demanding a special meeting and stating the specific business to be brought before the Association at such special meeting. It shall thereupon become the duty of the Board of Directors or the President of the Association, as the case may be, to call such special meeting within five (5) days. No business shall be transacted at any special meeting, except that which was included within the scope of the call by the board of Directors, or the President, or the petition from the membership, and printed in the notice mailed to the membership.
4.03. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.
4.04. Written or printed notice stating the place, day, and hour of any annual meeting of members shall be delivered, either personally, by mail, or by email to each member entitled to vote at such meeting, not less than twelve (12) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice and the written or printed notice stating the place, day and hour of such special meeting of members shall be delivered, either personally, by mail, or by email, to each member entitled to vote at such meeting, not less than twelve (12) days nor more than sixty (60) days before the date of such special meeting. If mailed, the notice of a meeting shall be deemed to be delivered when emailed or when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.
4.05. Any action required by law to be taken at a meeting of the members may be taken without a meeting, if consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
4.06. Twenty five percent of the total voting members shall constitute a quorum for the transaction of business at any annual or special meeting.
4.07. Where Directors or officers are to be elected by members such election may be conducted by mail or email in such manner as the Board of Directors shall determine.
5.01. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of Texas.
5.02. The Board of Directors shall consist of seven (7) members. In addition to the members of the Board of Directors, the immediate past President of the Board of Directors shall serve, if not then serving on the Board of Directors, as an advisory director until such time as the current President leaves office. The advisory shall have no voting rights as an advisory director on the Board of Directors. At the regular annual meeting in even numbered years starting in 2016 Directors shall be elected in the respective categories in the numbers set forth below:
|Professional Craft Beverage Producer||2 Directors|
|Agriculture Producer (or) Government||1 Director|
At the regular annual meeting in odd numbered years starting in 2017 there shall be elected in the respective categories in the numbers set forth below:
|Professional Craft Beverage Producer||2 Directors|
|Agriculture Producer (or) Government||1 Director|
Each Director shall be elected for a consecutive term of two (2) years may serve a maximum of four (4) consecutive two-year terms.
No member shall be eligible to serve on the Board in any category longer than eight (8) consecutive years. Directors who have served the maximum number of consecutive years on the Board can serve again after being off the Board for one (1) year.
5.03. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of meetings of the Board other than the Annual Meeting without other notice than such resolution.
5.04. The annual meeting of the Board of Directors shall be held on or before October 15th of each year. The exact time and place of this Annual Meeting shall be set by the President and notice of same shall be mailed to each member of the Board at his last address shown upon the books of the Association at least twelve (12) days prior to such meeting.
The order of business at any regular or annual meeting of the Board shall be:
5.05. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the
Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
5.06. Notice of any special meeting of the Board of Directors shall be given at least three (3) days previously thereto by written notice delivered personally or sent by mail or email to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
5.07. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
5.08. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
5.09. Not less than thirty (30) days nor more than sixty (60) days before the date of each annual meeting of the members of this Association, the President shall appoint a committee on nominations consisting of not less than two (2) nor more than four (4) members. The nominating committee shall make a diligent effort to nominate members to the Board who represent all the producing areas of the Texoma Appellation. The committee shall after consideration prepare and post at the principal office of Association at least ten (10) days before each annual meeting of the membership, a list of its nominees for Directors for each category to be filled at the annual membership meeting. Nothing contained herein shall prevent additional nominations to be made from the floor at any annual membership meeting.
5.10. As part of the general powers of the Board, the Board shall have the power:
5.11. It shall be the specific duty of the Board of Directors:
5.12. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office without affecting the term eligibility of the Director.
5.13. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
6.01. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Public Information Officer. The officers shall be members in good standing and uphold the code of ethics of the Association. Three years after formation of the Association, each officer shall have been a member of the Association for a minimum of two (2) years, with the exception of the President who shall have been a member of the Association for a minimum of three (3) years, including one year as a member of the Board. No two or more offices may be held by the same person.
6.02. The officers of the Corporation shall be elected annually by the Board of Directors, at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
6.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
6.04. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
6.05. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Directors and/or of the members and shall have authority to appoint all standing or special committees. The standing committee will be composed of Association members and will include committees on the annual meeting, marketing, insurance policy provisions, and membership and production issues. The President will have general superintendence over the affairs of the Association. The President will sign written contracts of the Association unless such authority is delegated otherwise.
The President shall, other than with respect to employees employed by the Board of Directors, employ, supervise and discharge all employees, agents and representatives of the Association. It shall be the President’s duty to secure information from time to time as to production and marketing conditions and, when requested by the Board of Directors, to furnish the same to the Directors and members. The President shall also perform any additional duties assigned to him by the Board of Directors.
The President shall perform such other duties as are incident to his office or are imposed upon him by the members or by the Directors. The President shall call for such reports from officers, agents, and employees as he deems necessary for the information of the members or directors. The President will be an ex-officio member of all committees.
6.06. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time maybe assigned to him by the President of the Board of Directors. There shall be elected each year at the annual meeting of Directors a Vice President. Such Vice President shall be a Director of the Association. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President. The Vice President acting in the absence of the President shall perform all of the duties of President, shall have all of the power thereof and be subject to all of the restrictions upon the President.
6.07. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 8 of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
6.08. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notice in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address and email address of each member which shall be furnished to the Secretary by each member, and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
6.09. The Public Information Officer shall assist the President in communication with all media outlets and general inquiries. The Public Information Officer shall also coordinate maintenance of website, social media, and publication. The Public Information officer shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
7.01. The Executive Committee shall consist of the President, Vice President, and the immediate past President. The Executive Committee will serve as the Finance Committee to assist the President in preparing an annual budget to be submitted to the Board for their approval. The Executive Committee’s purpose is to serve in a review and advisory capacity to the Board.
7.02. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, in addition to the Executive Committee, each of which committees shall consist of one or more Directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the Corporation. However, no such committee nor the Executive Committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.
7.03 Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
7.04. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless each member shall cease to qualify as a member thereof.
7.05. One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof.
7.06. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
7.07. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7.08. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the board of Directors.
8.01. The Board of Directors may employ an Executive Director under terms and conditions prescribed by the Board of Directors. The Executive Director, under the direction and subject to the control of the Board of Directors, shall be responsible for the assigned duties of the Association.
9.01. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
9.02. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.
9.03. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories, or invested in U.S. Government issued securities, as the Board of Directors may select; provided, however, that no funds shall be deposited in any such depositories in excess of the amount insured by an agency of the United States government or in depositories where funds on deposit are not insured by any agency or instrumentality of the United States government.
9.04. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
10.01. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
11.01. The fiscal year of the Corporation shall begin on the First day of September and end on the last day in August in each year.
12.01. The Board of directors may determine from time to time the amount of initiation fee, if any, and the annual dues payable to the Corporation by members of each class.
Payment of Dues
12.02. Dues shall be payable in advance on the first day of each calendar year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of calendar year.
12.03. When any member of any class shall be in default in the payment of dues for a period of 120 days from the beginning of the calendar year for which such dues become payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article 2 of these Bylaws.
13.01. Whenever any notice is required to be given under the provisions of the Texas Non-profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
14.01. These Bylaws may be altered or amended by a majority vote of a quorum of the members of this corporation attending a meeting, of which notice of the proposed amendment, or amendments, to Bylaw or Bylaws shall have been given.
15.01. This is a nonprofit corporation. Upon dissolution, all of the Corporation’s assets shall be distributed to the Grayson College Foundation or, in the event the Grayson College Foundation no longer exists, to a Texoma Region organization exempt from taxes under Internal Revenue code Section 501 (c) (3) for one or more purposes that are exempt under the Texas franchise tax.