ARTICLE I - Name. The name of this association shall be the Independent Grape Growers of the Paso Robles Area (“IGGPRA”), herein referred to as the "Association."
ARTICLE II - Purpose. The purpose of the Association shall be to render benefits to its members in connection with the members’ viticultural and agricultural pursuits as more fully set forth in the Association’s Articles of Association. The Association shall also promote the social and business interests of its members and to strengthen the Association through a strong network of growers, associates and friends and to increase the community’s awareness of the Paso Robles area grape growing and wine industries.
ARTICLE III - Membership Levels
3.1 Grower Members. A Grower membership shall be available to any person engaged in the production of wine grapes. The word “person” shall include individuals, firms, partnerships, corporations and associations. The current amount of annual dues for Grower Members is $150.
3.2 Associate Members. Associate membership shall be available to any business whose products or services support the viticulture and wine making industries. There are currently three levels of dues for Associate Members: Gold/$500, Silver/$200. The different dues levels reflect added opportunities for Associate Member advertising.
3.3 Friend of the Grape Members. “Friend of the Grape” membership shall be available to any person that enjoy wine and support the growth and success of the Paso Robles, CA AVA and it’s growers. The current level is $150.
ARTICLE IV - Membership Dues, Application and Termination
4.1 Membership Dues. The amount of membership dues are as stated in the various Membership Levels set forth in Article III of these bylaws.
4.2 Change in Dues Amounts. From time to time, the annual dues amounts may be changed pursuant to a majority vote of the Board of Directors in accordance with these by-laws.
4.3 Membership Application. Any person eligible for and desiring admission to the Association shall file a written application for admission in such form and containing such information as the Board shall prescribe.
4.4 Termination of Membership. A membership shall terminate on the failure to pay the annual dues assessment or upon the death of a member. Upon the termination of membership, the Association shall not be liable for the payment of any amount to the terminated member or his/her heirs.
ARTICLE V - Membership Rights and Benefits
5.1 Membership Participation Rights. All members regardless of the class of membership, are eligible to participate in all Association events and activities, to run for Association office, and to cast votes in elections or on questions put before the Association membership for decision.
5.2 Association Publications and Membership Listings. All members of the Association will receive IGGPRA publications, member-directed mailings and e-mail communications. Each member is also listed on the IGGPRA webpage and/or in the membership directory.
ARTICLE VI - Association Funds
6.1 Capital Fund. A capital fund may be maintained for the purpose of providing permanent capital required to operate the business of the Association through capital contributions by members and patrons.
6.2 Operating Fund. An Operating Fund may be establishing and maintained for the purpose of providing current working capital for the Association. Such fund is to be credited with the proceeds of membership annual dues.
6.3 Other Funds. The Board may establish such other funds as it may deem advisable.
ARTICLE VII - Meetings
7.1 Regular Meetings. Regular Meetings of the Association shall be held on dates and at locations as set by the Board.
7.2 Notice of Regular Meetings. Regular Meetings shall be announced on the Association’s website and members may also receive notice of regular meetings via e-mail and/or U.S. Mail as determined by the Board.
7.3 Annual Meeting Date, Location and Agenda. The Annual Meeting of the Association shall be held on a date (usually the first Social of the year) and at a location to be determined by the Board. The Annual Meeting will conduct the business of the Association including the Election of Directors and an Annual Fiscal Report.
7.4 Quorum. Members holding 30% of the voting power of the Association shall constitute a quorum for the transaction of business.
7.5 Notice of Annual Meeting. At least 30 days prior to the Annual Meeting, the Association shall post on its website an Agenda for the Annual Meeting along with the slate of proposed Directors running for the Board. Members shall receive notice of the posting on the website via e-mail.
Article VIII - Board of Directors
8.1 Number of Directors. The number of Directors shall be not less than five, nor more than nine.
8.2 Qualifications of Directors. A Director shall be a member of the Association. If a member is a business organization, said organization may designate and appoint a representative. Said representative shall be deemed a member of the Association for the purpose of qualifying and serving on the Board and shall be eligible for election and service as a Director.
8.3 Terms of Elected Directors. The term of office of each Director shall be two years and until the election and qualification of his/her successor. The terms of Directors shall be staggered such that half the number of Directors (or as close to half as is practical) are to be elected each year at the Annual Meeting of the membership.
8.4 Election of Directors. Directors shall be elected in accordance with these by-laws and any rules as the Board may direct. Votes shall be cast upon a separate ballot at the Annual Meeting of members. Each member (i.e., paid membership) shall cast only one ballot. A plurality of votes shall be sufficient to elect and those receiving the highest number of votes shall be held elected. The Board may institute such voting rules as are practical for the casting of ballots and the tabulation and certification of votes. All such rules shall operate fairly, impartially and equally.
8.5 Composition of the Board. The Board of Directors shall consist of the President, Vice President, Secretary, and Treasurer, hereinafter termed the “Executive Committee.” The remaining Directors are also on the Board. In addition, the President and/or the Board may appoint any Committee Chairs and/or Advisory Committee members who may attend Board meetings to advise the Board on the status of Committees.
8.6 Vacancy(ies) on the Board. In the event of a vacancy on the Board, the runner-up from the previous election for Board members shall be requested to fill the vacancy. If that individual cannot or does not wish to serve, the next runner up shall be requested to serve. In the event no runners up from the prior election are able or willing to serve, the vacancy may be filled by a majority vote of the Board members.
8.7 Meetings of the Board. Regular monthly meetings of the Board shall be held at a place and time as set by the President.
8.8 In the event that a duly elected director misses 3 regularly scheduled board meetings, without notification and approval of the board president, during the "association" year (March 1 - February 28), that director, upon the close of the third missed meeting, will be dismissed from the board. A replacement director will be chosen pursuant to Article VII: section 8.6 of the association by laws.
ARTICLE IX - Nomination and Election of Directors
9.1 Nominating Committee for Board of Directors. The President of the Association shall annually appoint a Nominating Committee for the purpose of nominating Directors to run for the Board. The Nominating Committee will post a call for nominations on the Association web site, and by e-mail to all members for whom the Association has current e-mail addresses. A call for nominations shall also be made at the two Regular Meetings prior to the Annual Meeting.
9.2 Number of Nominees. The Nominating Committee shall attempt to nominate at least one and one-half times the number of vacant positions on the Board.
9.3 Slate of Nominees and Statements of Candidates. The list and slate of nominees shall be published on the Association’s website. Statements by candidates and/or by their supporters will also be published on the Association web site prior to the date set for voting. Ballots shall be sent to members no later than 30 days prior to the Annual Meeting.
9.4 Timing of Elections. Elections for the Board of Directors shall be held every year at the Association’s Annual Meeting. Each member is entitled to one ballot. The ballots will be tallied, and the results of the election shall be announced at the Annual Meeting.
9.5 No Proxy Voting Allowed. Proxy voting is not permitted but members may mail in an election ballot which shall be counted provided it is received prior to the date of the Annual Meeting.
ARTICLE X - Election of Officers and Their Duties
10.1 Board of Directors to Elect Officers. At the first regular Board of Directors meeting following the Annual Meeting, the Directors shall elect the officers who will serve for the ensuing year.
10.2 Officers’ Duties. The duties of the officers of the Association shall be as follows:
A. President. The President of the Association shall preside at all meetings of the Association. The President shall: be the principal representative of the Association at all Association functions where an Association representative is needed; decide all questions of order; offer for consideration all motions regularly made; appoint all committees; participate in the implementation of the decisions of the Board; and perform all duties that usually pertain to this office. The President shall be an ex officio non-voting member of all committees except the Nominating Committee and the Executive Committee.
B. Vice President. The vice President of the association shall be first in line of succession to the President. The Vice President shall fulfill the duties of President whenever the President is unable to do so and shall also perform the duties that usually pertain to this office or that may be assigned by the President.
C. Secretary. The Secretary of the association shall be second in line of succession to the President. The Secretary shall take the minutes of all meetings of the Association and the Board, and shall also perform the duties that usually pertain to this office or that may be assigned by the President.
D. Treasurer. The Treasurer of the association shall be third in line of succession to the President. The Treasurer shall be responsible for the management of the Association’s funds, with results reported to the membership at the annual meeting, and shall also perform the duties that usually pertain to this office or that may be assigned by the President.
ARTICLE XI - Committees
11.1 Finance Committee. The Finance Committee will consist of the Executive Committee. Duties of this committee shall be to develop the budget for the fiscal year, to monitor expenditures in accordance with the annual budget, to negotiate contracts on behalf of the Association, and to prepare and deliver recommendations to the Board of Directors.
11.2 Education/Seminar Committee. The President of the Association may appoint an
Education/Seminar Committee which shall be tasked with presenting regular educational programs to assist the members in viticultural best practices to advance superior wine grape growing in the Paso Robles area.
11.3 Nominating Committee for Board Members. See ARTICLE IX, Paragraph 9.1, above.
11.4 Scholarship/Endowment Committee. The President of the Association may appoint a Scholarship/Endowment Committee to determine distribution of funds raised by the Association for this purpose. It is the intent of the Association to support local viticulture as it reflects the purpose of the Association.
11.5 Additional Committees. Such other committees, standing or special, shall be appointed by the President as the Board of Directors shall from time to time deem necessary to carry on the work of the Association.
ARTICLE XII - Indemnification
12.1 Officers and Directors Indemnified. Each officer and director of the Association shall be indemnified against all expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding to which he or she has been made a party by reason of being or acting as such officer.
ARTICLE XIII - Rules of Order
13.1 Robert’s Rules of Order. The most recent edition of the Robert’s Rules of Order shall govern the conduct of all Association and Board meetings except where they conflict with these bylaws.
ARTICLE XIV - Amendments to Bylaws
14.1 Procedure to Amend Bylaws. The Bylaws shall be reviewed, as needed, by the Board of Directors. Suggestions for changes or amendments, with supporting arguments, should be addressed to the Board. Bylaws changes proposed by the Board shall be published to the members on the Association web page. Bylaws shall be amended by majority consensus of the members.