Bylaws & Mission
Ohio Wine Producers Association BYLAWS Revised 2015
ARTICLE I – NAME OF THE ASSOCIATION
The name of the Association is Ohio Wine Producers Association (OWPA).
ARTICLE II - MISSION STATEMENT
To stress the continued production of quality Ohio grapes and wine
To build a positive image and public awareness of Ohio wines
To encourage unity within the Industry
To assure a climate which sustains and enhances long-term viability
To coordinate member services including governmental relations, industry communication and professional development
ARTICLE III – LOCATION OF ASSOCIATION OFFICE
The Board of Directors shall designate the location of the office of the Association within the state of Ohio.
ARTICLE IV – GENERAL MEMBERSHIP OF THE ASSOCIATION
A. Application for membership shall be in writing filed with the Secretary/Treasurer or any person designated by the Board of Directors and shall be accompanied by payment of such dues as are set by the Association – see Section VIII for dues structure. The application, when accepted, shall constitute agreement on the part of the applicant to be bound by the Bylaws hereafter in affect. Such application shall be submitted to the Board of Directors for approval or rejection. Notice of such rejection or acceptance shall be given promptly, in writing, to the applicant.
B. A ‘member in good standing’ shall be defined as a member whose dues and other assessments are current (6 months or with arrangements with the Executive Director).
C. A WINERY MEMBER IS: A full voting membership open to any A2 permit holder, firm or corporation engaged in the bottling, blending or production of wine in Ohio
D. A GROWER MEMBER IS: A full voting membership open to any grape grower in the State of Ohio who supplies fruit or juice to any duly licensed winery in the state.
E. AN ASSOCIATE MEMBER IS: A non-voting membership open to out-of-state growers, any supplier of goods or services, and any winery pending license approval.
F. The Board of Directors shall have authority to make provisions for special or honorary memberships, which will be without vote.
G. Only regular members in good standing shall be entitled to vote. Any member or any Executive Officer of a member firm may attend the general meetings of the members, but only one accredited Executive Officer of a regular member firm shall be entitled to vote or hold office. The Board of Directors may determine from time to time the manner of accrediting representatives of a member firm.
H. A member may be expelled from the Association by a vote of the entire Board of Directors, with 2/3 agreement, for:
conduct prejudicial to the welfare of the Association or its members
not current with financial obligations, a period of 6 consecutive months, of dues or other charges levied on members in accordance with these By-laws
Members who are considered at risk of losing their member status will receive three written letters of notice of such risk, and will be invited to present their defense, if any, at the next regularly scheduled meeting of the Board of Directors.
ARTICLE V – REGULAR MEETINGS (Annual)
A. There shall be an annual meeting of the members of the Association on the fourth Tuesday in February of each year, or on such day as shall be determined by the Board of Directors. Notice of said meeting time and place shall be sent to the entire membership not less than thirty (30) days before the meeting. A proposed agenda will accompany said notice.
B. Members present in person shall constitute a quorum for doing business.
C. Special meetings may be called by the President or by the Secretary/Treasurer at the written request of any ten (10) members of the Association, and shall be limited in purpose to the items set forth in such call or request. Notice of said meeting time and place shall be sent to the entire membership not less than fifteen (15) days before the meeting. An agenda will accompany said notice.
D. An Emergency meeting may be called by the Board of Directors for crisis management. All members of the Association shall be notified of any such meeting.
E. Amendment of the Bylaws shall require an affirmative vote of 51% of the total voting membership, in person or in writing.
F. Membership meetings shall be held at the principal office of the Association or at any other place designated by the Board of Directors.
G. Membership meetings shall be conducted according to Roberts Rules of Order.
ARTICLE VI – THE BOARD OF DIRECTORS
A. The Board of Directors shall be composed of at least seven (7) members of the Association and shall be nominated and voted upon by all the members in good standing who are present at the Association’s annual meeting. Confirmation of a Board member shall require agreement by 51% of those members voting.
B. The term of a member of the Board of Directors shall be for a three (3) years. In the first election following the confirmation of these by laws, the term for the member receiving the highest number of votes will be three (3) years. The member receiving the next highest number of votes will serve a two (2) year term and the remaining members will each serve a one year term from the date of election. In the event of a tie vote, the length of term for those positions tied in the voting will decided by a drawing of straws.
C. The Board of Directors shall have supervision and management of the affairs and property of the Association. The Board may authorize any expenditure not exceeding the treasury at the time, and may fill any vacancy in any office of the Association for the unexpired term thereof.
D. The annual meeting of the Board of Directors shall be held immediately after their election at the place of the annual meeting of the members. Regular meetings shall be held as determined by the Board, which shall be not less than four (4) times a year. Special meetings of the Board may be called by the President of the Board or by the Secretary/Treasurer at the written request of any three (3) members of the Board of Directors. Notice of all regular Board meetings shall be mailed or e-mailed to the entire membership at least fifteen (15) days prior to the date of such meeting. The responsibility for such notification shall fall to the Secretary/Treasurer of the Board or his/her designee.
E. 51% of the members of the Board of Directors shall constitute a quorum. The Act of the majority of the Directors present at a meeting or via electronic medium at which a quorum is present shall be the Act of the Board of Directors.
F. In any case where a Director fails to attend three (3) consecutive regular meetings of the Board of Directors without acceptable explanation, the Board will declare the office of such Director vacant and may appoint a new Director for the unexpired term.
ARTICLE VII– OFFICERS OF THE BOARD OF DIRECTORS
A. The officers of the Board of Directors of the Association shall consist of a President, a Vice-President and a Secretary/Treasurer, all of whom shall be elected by the Board of Directors from among its number at the annual meeting for a term of one (1) year, or until their successors are elected. All Directors and Officers shall serve without compensation.
B. Any of said Officers may be removed without cause by a vote of 51% of the entire Board of Directors, who may also fill any vacancies for the unexpired term.
ARTICLE VIII – RESPONSIBILITES OF THE OFFICERS OF THE BOARD OF DIRECTORS
A. The President shall preside at all meetings of the members and of the Board of Directors. Except as otherwise provided, the President shall appoint all special and standing committees of the membership. He/she shall have the usual powers and duties of the President.
B. In the absence or disability of the President, the Vice-President shall perform all duties and assume all responsibilities of the President.
C. The Secretary/Treasurer shall attend all meetings of the Association and the Board of Directors and keep a record of their proceedings. He/she shall have custody of all records of the Association, which shall be housed at the office of the Association. The Secretary/Treasurer shall receive and disperse all moneys of the Association and keep an accurate account thereof. He/she shall make a financial report at all meetings of the Board of Directors and at the annual meeting of the entire membership of the Association. A copy of the report shall be available to all members of the Association upon request. The Board may appoint one or more assistants to the Secretary/Treasurer.
ARTICLE VIX - DUES
A. The Board of Directors shall propose the amount of dues and the manner of payment, but any changes in the amount of dues shall not be effective until voted on and approved by 51% of all members in good standing. All changes in dues shall not be effective until thirty (30) days after the members are notified in writing or by e-mail of such charges
B. All dues for wineries shall be assessed at the level established by the Board of Directors. Dues will be billed annually with the option for monthly payments.
C. WINERY MEMBERS:
All new members will be assessed a one-time initiation fee to be established by the Board of Directors. “New” refers to a person, firm or corporation engaged in the bottling, blending or production of wine in Ohio who was not a member of the Association as of December, 2002. “New” also refers to any Grower Member who chooses to become a Winery Member, or to any Winery Member who has allowed his/her membership to lapse and subsequently chooses to re-join the Association.
Winery dues will be assessed at a level established by the Board of Directors, payable monthly for the previous month.
D. GROWER MEMBERS:
Grower dues will be assessed at a level established by the Board of Directors and payable annually prior to the Annual Meeting of the Membership.
E. ASSOCIATE MEMBERS:
Associate dues will be assessed at a level established by the Board of Directors and payable annually prior to the Annual Meeting of the Membership.
F. Any member may resign at any time upon discharging any indebtedness due the Association by submitting his resignation in writing to the Secretary. The resignation shall be effective fifteen (15) days after the receipt by the Secretary/Treasurer, or upon discharge of indebtedness, whichever occurs last.
G. Any member that ceases business operations shall be released from membership, but not from any previously incurred and unpaid indebtedness.