COLORADO ASSOCIATION FOR VITICULTURE AND ENOLOGY
BYLAWS
ARTICLE I. NAME
Section 1. The name of this organization shall be the Colorado Association for Viticulture and Enology, or CAVE, hereinafter referred to as the Association.
Section 2. The Association is not organized for profit. The Association is registered with the Internal Revenue Service as a 501(C) 6 organization.
ARTICLE II. PURPOSE
Section 1. The purpose of the Association shall be:
1. To encourage and support enology and viticulture in Colorado.
2. To promote the interests of Colorado grape growers and wineries in legislative and political matters.
3. To provide a forum for the exchange of ideas and to disseminate current information pertaining to optimum winemaking and agriculture practices for vineyards in the area.
4. To establish contacts and relationships with other associations, both regional and statewide, to further development and growth of the industry.
5. To make and receive grants and donations in furtherance of the purposes, charitable or community objectives of the association.
ARTICLE III. MEMBERSHIP
Section 1. Full membership is open to any person in agreement with the purposes of the Association.
Section 2. Payment of annual dues per family or business confers full membership.
Section 3. Family Membership shall be defined as two people at one address. A family membership shall have one vote in association elections, and shall be allowed to have two persons attend CAVE meetings and to enroll in Winetech and Grapetech seminars.
Section 4. Corporate Membership shall consist of one address, and the corporate membership holder shall be allowed one vote in Association elections, and shall be allowed to have up to three (3) persons, including the membership holder, attend CAVE meetings and to enroll in Winetech and Grapetech seminars.
ARTICLE IV. VOTING
Section 1. Voting on matters coming to the membership, including election of Board of Directors and By-law revisions, shall be conducted by US Mail. Ballots for the vote will be mailed no less than thirty (30) days in advance of the scheduled vote count. The vote packet shall include the Issue(s) to be voted upon, or the election ballot, in concise language. The vote packet shall include a first class US postage stamped envelope for the return mail of the vote. Mail ballots must be received by the Secretary the day before the stated Election Day.
Section 2. Other voting issues can be completed by show of hands at regular scheduled meetings.
Section 3. A proxy vote is acceptable provided it is in writing and in the hands of the Secretary prior to the meeting.
ARTICLE V. MEETINGS
Section 1. At least two (2) meetings of the entire membership of the Association shall be held each fiscal year, at times and places as determined by the Board of Directors.
Section 2. Special or additional meetings may be called by the President or majority of the membership.
Section 3. Notice of all meetings shall be given in writing to each member not later than thirty (30) days prior to the meeting.
Section 4. Quorum. Defined as a simple majority of the membership.
Section 5. Participation in meetings may be by electronic means. All persons participating in the meeting must be able to hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE VI. DUES
Section 1. Dues of the Association will be set by the Board of Directors based on the desires and needs of the organization, with approval voted by the majority of the membership.
Section 2. Dues are assessed upon application for membership, and thereafter are assessed in January, payable by March for the fiscal year.
Section 3. Fiscal Year. The fiscal year shall commence on January 1 and shall end on December 31 of each year.
Section 4. Dues must be current in order to vote on all matters before the Association.
ARTICLE VII. BOARD OF DIRECTORS
Section 1. The management of the affairs, business and interests of the Association shall be vested in a Board of Directors. Directors shall be full members of the Association.
Section 2. The Association Board of Directors shall consist of nine (9) members. Three (3) directors shall be elected annually, serving a three (3) year term. A Director shall serve no more than two (2) consecutive terms, thereby serving a maximum of six (6) consecutive years.
Section 3. Vacancies on the Board shall be filled for the balance of the term thereof, by a majority vote of the membership at any regular or special meeting.
Section 4. Written notice of the Board’s meeting shall be sent to the Board either electronically or by mail by the Secretary, or other Board member if needed, at least fourteen (14) days in advance of each meeting.
Section 5. Quorum: a majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such a majority is present for a meeting, a majority of the directors present may adjourn the meeting without further notice.
ARTICLE VIII OFFICERS. BOARD OF DIRECTORS
Section 1. The Board of Directors will elect Officers annually from among the elected Board members. The Officers of the Association shall be President, Vice President, Secretary, and Treasurer. The election of Officers must be announced within 30 days to the general membership. The announcement can be completed electronically, or by mail to the entire membership. The Officers shall assume their positions within thirty (30) days of the close of the fall semi-annual meeting.
Section 2. President. The President shall preside over all meetings, shall promote the purposes of the Association, enforce observance of the Bylaws, perform duties incidental to the office, and be the primary representative of the Association.
Section 3. Vice President. The Vice President shall perform such duties as may be assigned by the President, and shall preside at meetings in the event of the President's absence.
Section 4. Secretary. The Secretary shall be responsible for minutes of all meetings of the Association. The Secretary shall be responsible for Association correspondence, as well as notifying all members in writing of meetings.
Section 5. Treasurer. The Treasurer shall collect dues; give receipts for dues paid, and shall deposit all monies in the name of the Association bank account. The Treasurer shall furnish to the Association an annual financial accounting at the spring semi-annual meeting, as well as an interim report at the fall semi-annual meeting.
Section 6. The Board of Directors shall meet at least two (2) times a year and at such other times as deemed necessary by the president. A majority of the board members can also call a board meeting. Written notice of the board's meetings shall be sent to the Board by the Secretary, or other Board member if needed, at least fourteen (14) days in advance of each meeting.
Section 7. Members of the Association or persons invited by the Board may attend or participate in Board meetings, but shall not vote.
Section 8. The Board of Directors may negotiate agreements, enter into contracts with individuals or groups, and authorize payment of fees for services rendered to the association and/or the association's interests. It may authorize the employment of individuals not members of the association to perform services for the association, and establish compensation, conditions and requirements for such employment or services. At the board's request, it shall have the right to review and authorize all expenditures.
Section 9. The Board of Directors may purchase liability insurance for any or all of its activities and to indemnify the members of the Board of Directors and the association's committees, individually and collectively, and anyone acting on behalf of the Board of Directors at its specific request, for and against any liability resulting from actions taken on behalf of the Association.
Section 10. The Board of Directors may delegate specific or general authority to any of the officers, directors or committees when necessary for the orderly and prompt performance of its functions.
Section 11. Vacancies in the board may be filled for the balance of the term thereof by a majority vote of the membership at any regular or special meeting.
Section 12. The Board of Directors shall not be compensated for service.
Section 13. Directors can be removed by a majority vote of the association for misfeasance, malfeasance or nonfeasance.
ARTICLE IX. COMMITTEES
Section 1. Committees shall be formed as needed by the Board of Directors.
Section 2. Committee participants shall be full members of the Association..
Section 3. The President shall appoint a nominations committee in the spring preceding elections to present a slate of nominees for the Board of Directors election in the fall. Nominations will also be requested from the floor during the fall election meeting.
Section 4. Standing Committee: Colorado Mountain Winefest Committee. The Winefest is sponsored by the Colorado Association for Viticulture and Enology. It is a volunteer committee composed of growers, wineries and interested members of the Association. A chairperson or co-chairpersons shall be selected from the committee by its members, or may be appointed by the Board of Directors.
ARTICLE X. ACCOUNTS
Section 1. An adequate accounting system shall be used to provide for proper and orderly recording of all monetary transactions.
Section 2. There shall be established and maintained a bank account in the name of the Association. Signatures for withdrawal of funds from the account shall be required of the Treasurer and/or one (1) other designated officer.
Section 3. No money or property shall be distributed to the members, but shall be used by the directors for the furtherance of the purposes of the Association.
ARTICLE XI. BYLAW CHANGES
Section 1. The Bylaws may be changed by a majority vote of the membership provided that thirty (30) days' written notice of the proposed changes has been given to the membership. Voting for By-law changes shall be done by mail.
ARTICLE XI.RULES OF ORDER
Section 1. Robert's Rules of Order shall be the official guide for determining questions of order and parliamentary procedures.
By-Laws Revised:
November 1986
March 1988
October 1988
March 1995
March 1998
April 2000
December 2006
January 2009
