BY-LAWS
FLORIDA GRAPE GROWERS ASSOCIATION, INC.
APPROVED JANUARY 2002

The purpose for which this Association is formed is to work for the good of the Florida Grape Growers Association and for the promotion of the Florida Viticulture industry. The powers which it may exercise are set forth in the Articles of Incorporation of this Association.

Membership:

• Section 1. Commercial Member: is any Florida resident or corporate officer who sells or markets grapes, wine or grape products, or who is in the certified grapevine nursery business, or has 200 vines or more. Each commercial membership has one vote.
• Section 2. Noncommercial Member: is anyone who is employed by a grape grower or winery, a home winemaker or hobbyist who grows grapes and makes wine for home consumption, but who has less than 200 vines, or is in university research or extension, or who is a government employee working in the agriculture field. Each noncommercial membership has one vote.
• Section 3. Associate Member: A firm or person who is a supplier, manufacturer, or transporter of goods and services to the grape growing industry. Associate Membership is NON-VOTING.
• Section 4. Honorary Member: is a person selected by the Board of Directors upon whom honorary membership is conferred. Such member shall be exempt from the payment of dues, but shall enjoy all other membership privileges. Honorary membership is NON-VOTING.

Dues:
All dues and due and payable on or before January 1 of each year with or without billing. The present dues are: 

• Commercial Members         $40.00 per year
• Noncommercial Members   $20.00 per year
• Associate Members            $20.00 per year

All dues will be mailed to association's office in time to be received before the due date of January 1 each year. Members who do not submit their dues by February 1 will be classified as delinquent and deprived of exercising their privleges or duties of membership. Members who do not submit their dues by March 1 shall be considered in default and dropped from the membership rolls. 
 

• Section 1. Who May Vote or Hold Office: All voting members shall be eligible to hold elective offices, nominate or vote at meetings.
• Section 2.Directors: The business of this Association shall be conducted by a Board of not less than thirteen (13) Directors including the immediate past president shall serve as a member of the Board for one year and ex-officio Board members such ass County Chapter Presidents shall serve during the term of their office.
• Section 3. Election: At annual meetings each year, Directors will be elected for a two year term to replace those whose terms are expiring, provided, however, that a Director cannot succeed himself or herself after this second two year term except to serve as President. The President will appoint a nomination committee at least 30 days prior to the annual meeting consisting of at least five members of the Association. It shall be the duty of the nomination committee to present its nominations for Directors each year and for President every two years at the Annual Meeting of the Association.
• Section 4. Representation: For the purpose of giving proper balance to the various segments of the industry, the following categories will be represented by not less than one elected Director unless representation is not available within the membership.
• A. Commercial vineyard owner or operator
• B. Winery
• C. Grape Juice processor
• D. Grape Jelly, jam or preserves processor
• E. Grapevine Nursery (registered with the Division of Plant Inductry, FDACS)
• F. University of Florida
• G. Florida A&M University, Center for Viticulture

One out-of-state member in good standing can serve in one Director position during any term. County Chapter Presidents serve as ex-officio Board Members. 

• Section 5. Vacancies: Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining Directors shall appoint a person to fill the vacancy until the next annual meeting of the membership.
• Section 6. Election of Officers: Immediately after each election of Directors each year, the Board shall hold a regular organizational meeting for the election of a Vice-President, Treasurer, and Secretary, each of whom shall hold office until the election and qualification of a successor. 
• Section 7. Board Meetings: In addition to the first meeting, meetings of the Board of Directors shall be held at a time and place as the Board may determine.
• Section 8. Special Meetings: A special meeting of the Board of Directors shall be held whenever called for by the President or by a majority of the Directors. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing, and shall state the business to be transacted and the time and place of such meeting.
• Section 9. Notice of Board Meetings: Notice of the regular or special meetings of the Directors shall be mailed to each Director of at least five (5) days prior to the time of such meeting, or Board members may be notified by telephone or messenger.
• Section 10. Quorum: A majority of the Board of Directors attending a meeting shall constitute a quorum at Board, providing two (2) officers are present.
• Section 11. Absentee: If a Director misses three (3) consecutive meetings, without acceptable reason, he or she may be dropped from the Board. 

• Section 1. Management of Business. The Board of Directors shall have general supervision and control of the affairs of the Association and shall make all rules and regulations not inconsistent with the law or with these By-Laws for the management of the business and guidance of the members, officers, employees and agents of the Association. It shall be the Board's duty to require that proper records to be kept of all business transactions.
• Section 2. Employment of Manager. The Board of Directors shall have power to employ or to authorise the employment of a manager and any other employees as may be deemed necessary, and to fix their compensation. The manager shall conduct the business of the Association as directed and permitted by the Board of Directors
• Section 3. Bonds and Insurance. The Board of Directors may require the manager and all other officers, agents and employees charged by the Association with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond. Such bond, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors, and the cost thereof shall be paid by the Association.
• Section 4. Audits. At least once in each year, the Board of Directors may secure the services of a competent and disinterested public auditor or accountant to render a report in writing upon the financial condition of the Association, which report shall be submitted to the members of the Association at their annual meeting.
• Section 5. Agreements with Members. The Board of Directors shall have the power to carry out any and all agreements of the Association with the members and others in every way advantageous to the Association representing the members and others collectively.
• Section 6. Depository of Funds. The Board of Directors shall designate the depositories for the funds of the Florida Grape Growers Association, Inc.

• Section 1. Duties of President. The President shall: (1) preside over all meetings of the Association and the Board of Directors,(2) call special meetings of the Board of Directors, (3) perform all acts and duties usually performed by and exclusive to the presiding officer, and (4) sign all papers of the Board of Directors provided, however, that the Board of Directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the Association. The President will be an ex-officio member of all committees.
• Section 2. Duties of the Vice President. In the absence or disability of the President, the Vice-President shall perform the duties of the President; provided, however, that in the case of death, resignation or disability of the President, the Board of Directors may declare the office vacant and elect a successor.
• Section 3. Duties of the Secretary. To keep a complete record of all meetings of the Association and the Board of Directors and submit minutes within two (2) weeks following each meeting to each officer and/or Director; shall have general charge and supervision of the books and record of the Association. The Secretary will notify officers, committee members, and delegates of their election or appointment, furnish committees with whatever documents are required for the performance of their duties, and have on hand at each meeting a list of all exisiting committees and their members. He or she shall serve all notices required by law and by these By-Laws and shall make a full report of all matters and business pertaining to the office at the annual meeting. He or she shall make all reports required by law and shall perform such other duties as may be required by the Association or the Board of Directors, including sending out to the membership a notice of each meeting, and conducting the general correspondence of the organization; that is, correspondence which is not a function proper to other offices, or to committees. The Secretary will prepare, prior to each meeting, an order of business or agenda for the use of the presiding officer, showing in exact order, under each heading, all matters known in advance that are due to come up. Upon the election of a successor, the Secretary shall turn over all books and other property belonging to the Association.
• Section 3. Duties of the Treasurer. The Treasurer shall keep an up to date list of all members and a current account of income and expenditures. He or she shall perform such duties with respect to the finances and membership of the Association as may be prescribed by the Board of Directors. The Treasurer shall keep the officers and manager advised of any membership changes. The Treasurer shall turn over to a successor all books and other property belonging to the Association. 

• Section 1. Fiscal Year. The fiscal year of this Association shall commence on the 1st day of January and end on the 31st day of December.
• Section 2. Annual Meeting. The annual meeting of the members of this Association shall be held at such time and place as determined by the Board of Directors.
• Section 3. Special Meetings. Special meetings of the members of this Association may be called any time by order of the Board of Directors by giving not less than ten (10) days written notice to the membership.
• Section 4. Notice of Meeting. Notice of every regular and special meeting of the members of this Association shall be given not less than ten (10) days prior to the date of the meeting.
• Section 5. Quorum. A majority of the officers and members, present, shall constitute a quorum for the transaction of business at any meeting of the Association.

• Section 1. The order of business shall be:
1. Call to Order
2. Invocation
3. Roll call of Officers and Directors
4. Reading of minutes of previous meetings
5. Treasurer's report
6. Report of standing committees
7. Unfinished business
8. New business
9. Program
10. Adjournment

• Section 1. By-Laws Printed. After adoption, these By-Laws shall be made available to each member.

• No property rights shall accrue to any person or firm by virtue of membership in this organization. No member shall be entitled to a pro-rata distribution of assets or income in the event of dissolution. In the event of dissolution, the remaining property shall be distributed to the State of Florida or to a non-profit corporation or association dedicated to research, promotion or the well-being of grape growing in Florida.

• The Articles of Incorporation of the Florida Grape Growers Association, Inc., may be amended by a two-thirds majority vote of the members present at any annual or special meeting. No amendments shall be voted upon, however, unless the same shall be filed in writing with the Secretary at least ten (10) days prior to the annual meeting or a called meeting. Notices of annual meetings mailed to the address (last kown) of any member appearing upon the Secretary's records shall constitute a prior notice thereof. Notices apprearing in bulletins or leaflets of the Association, if in the mail ten (10) days preceding the date of the meeting, shall be regarded as due and sufficient notice.

• The Board of Directors of this corporation shall provide By-Laws for the conduct and management of its government, consistent with the Articles of Incorporation. These By-Laws may be amended upon two-thirds vote of the attending membership at any business meeting. Proposed amendments shall have been provided by mail to each member at least ten (10) days prior to the meeting.

A. A group of no less than ten (10) interested grape enthusiasts under the supervision or encouragement of the county extension agent may petition the FGGA for certification as a local chapter of the FGGA.

B. Because of the wide scope of interest in Florida grapes, one or more branches with special interests may be formed under the county certification. Memberss may hold dual membership in more than one branch.

C. All local chapters will elect a panel of officers and board of directors.

1. Hold meetings
2. Keep minutes and a treasurer's report
3. Send monthly reports, minutes, money collected, and request and recommendations to the state FGGA office at:
   343 W. Central Ave. Unit 1
   Lake Wales, FL 33853
   863-678-0523
   863-678-0609 (FAX)
   

D. If Chapter membership falls below ten members, representation and voting rights on the FGGA Board of Driectors may be forfeited.

Conduct all business according to the FGGA Charter

F. All local chapter members must be current members of the FGGA

1. Local chapters are encouraged to recruit new members at the appropriate level as follows:

a.)	Commercial	$40.00
b.)	Non-Commercial	$20.00	Qualifications same as FGGA ARTICLE II, Section 1-4
c.)	Associate	$20.00



2. The Chapter secretary-treasurer will send all names, registration forms and dues to the FGGA office at Lake Wales. The FGGA treasurer will remit back to the local chapter funds as may be justified to assist in local chapter activities.

Preface 

The FGGA hereby issues a certificate to Putnam County, Highlands County and Manatee County Grape Growers for the purpose of forming an association to promote the Grape industry in Florida and Putnam, Highlands and Manatee Counties in particular.

The names of these organizations shall be the Putnam County Chapter No.1, Manatee County Chapter No. 2, and Highlands County Chapter No. 3 of the Florida Grape Growers Association and shall be herein after referred to as Putnam County Chapter 1 FGGA, Manatee County Chapter No. 2 FGGA, and Highlands County Chapter No. 3 FGGA.

The objectives of these organizations are as follows:

1. To promote the Florida grapes as:
• a.) A hobby
• b.) A business
• c.) Through meetings, classes, seminars and Master Gardener programs.
• d.) Through county fairs, social events and demonstrations for the public.
• e.) Through PR through local news media.
• f.) Sponsoring wine tasting, food events, harvest festivals and participate in local parades and other events with a float or display.
• g.) Inspiring, training and otherwise encouraging members to inspire to state FGGA positions of responsibilty and leadership.

1. Any person with an interest in viticulture or viniculture is eligible.
2. That there shall be three (3) categories of members, each paying as below: 

a.)	Commercial	$40.00
b.)	Non-Commercial	$20.00	Qualifications same as FGGA ARTICLE II, Section 1-4
c.)	Associate	$20.00

3. Paid members shall be issued an annual FGGA membership card and a certificate of recognition suitable for display at home or place of business.
4. Dues shall become due and payable with an application for membership and annually thereafter on (day, month to be determined). 
5. Failure to pay dues shall be reason to remove the members' name from the list of active membership list. If Chapter membership falls below 10 paid up members, the Chapter shall lose its voting representation on the FGGA Board of Directors.
6. Each member's name shall be entered into the FGGA rolls to receive information about Florida grape activities. 

1. Elected officers shall be: Chairman, Vice Chairman, Secretary & Treasurer.
2. The Board of Directors shall consist of at least one member from each interest group--i.e., one commercial, one non-commercial, one associate, one processed food and one wine-maker member. Other directors may be appointed as the elected officers and board deem necessary. (ideally one from each sub group).

1. The chapter certification may be amended by action and recommendation to the FGGA
2. The amendment shall be submitted only after careful review, consideration, and consent by all elected officers.

1. At all regularly scheduled meetings, not less than 20% of the paid-up membership shall constitute a quorum, with at least three officers present. One officer must be the chairman or vice-chairman.
2. A quorum at a special meeting shall consist of at least 20% of the paid-up membership.

• The president may appoint committees ass necessary.

1. There may be four types of meetings.
• a.) Regularly scheduled meetings
• b.) Special Meetings
• c.) Emergency Meetings
• d.) Informal Meetings of subchapters or special interest groups.
2. The order of business of regular monthly and special meetings shall be prescribed by the president. Roberts Rules of Order (Revised) will apply.
3. At each regular or special meeting all members in good standing may vote.


Article IV-- Nominations and election of officers and Board of Directors

 
1. The president may appoint a nominating committee for annual and special elections.
2. All candidates selected and nominated shall be able and willing to fulfill the duties and responsibilities of the office nominated for.
 


Article V--Statement of protocol

It is suggested that: 

1. Meetings be scheduled and held on a regular schedule.
2. Conduct of all business be open.
3. When invited guests, speakers and other dignitaries are invited, the hospitality of the house be extended, as per lodging, meals, refreshments, etc.
4. Meeting sites be rotated, kept brief and informal. Dinner meetings be Dutch Treat, covered dish or cookout affairs.
5. Use USDA facilities when practical.
6. When questions of order arise, Robert's Rules of Order (Revised) shall be the guide.

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