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KWS Board and Contact Information ++++++++++++++++++++++++++++++++++ The
KITSAP WINE SOCIETY For further information contact Larry Sukut at L.sukut {{the at sign}} gmail.com ++++++++++++++++++++++++++++++++++
Bylaws of the Kitsap Enological (Wine) Society PREAMBLE The Kitsap Enological Society is a not-for-profit organization dedicated to the education of its members in viticulture and enology, and the appreciation, enjoyment, knowledge, and proper use of wine. SECTION 1: MEMBERSHIP 1.1 General. Any individual or co-resident couple, twenty-one (21) or more years of age, is eligible for membership. Membership shall commence upon acceptance by the Society of an application and receipt of dues for one year. Each member is entitled to attend all Society meetings and to receive informational and educational materials distributed by the Society, and each has voting privileges. In the case of couple members, both have voting privileges. 1.2 Meetings 1.2.1 Annual Meeting. The annual meeting shall be held each April at such time and place as the Executive Board may direct. The purpose of the meeting shall be the election of officers and directors and for transaction of such other business as may come before the membership. The annual meeting may be held in conjunction with an event at the Board’s discretion. 1.2.2 Special Meetings. Special meetings of the membership may be held from time to time, as deemed necessary by the President or the Board, or by petition of five percent (5%) of the membership. 1.2.3 Notice. Written notice of both annual and special meetings shall be given to the membership at least four (4) weeks prior to the meeting. The notice shall state the time and place of the meeting and must contain a brief statement of the agenda. Any subject may be brought before the membership at the annual meeting, whether or not set forth in the notice; however, special meetings can deal only with the agenda as published. 1.2.4 Quorum. A quorum at the annual or any special meetings shall consist of one more than half the membership. 1.2.5 Procedure. The President or, in his/her absence, the next highest officer in rank present, shall preside at membership meetings. Meetings shall be conducted under Robert’s Rules of Order, Revised. A two-thirds (2/3) vote of those present shall be required to suspend the rules. 1.3 Voting. Each member shall be entitled to one (1) vote, which may be cast in person, by prior written proxy, or, upon resolution by the Board, by mail. 1.4 Dues. The amount of annual dues shall be determined from time to time by the Board. Membership shall commence upon Society acceptance of the application and receipt of dues and shall continue until the last day of the twelfth (12th) month thereafter, which will be the renewal date. Members shall be advised of their renewal dates through such means as the Board shall decide. Any member whose dues have not been received within thirty (30) days after the renewal date shall be automatically dropped from membership. 1.6 Non-Assignability. Membership shall not be transferable. 1.7 Termination of Membership. The membership of any member may be terminated by the Board for cause, including, but not limited to, nonpayment of dues. A terminated member may request a hearing before an officer or committee designated for such purpose by the Board. SECTION 2: THE EXECUTIVE BOARD 2.1 General. The business and property of the Society shall be managed by the Executive Board, which shall include the officers designated in Section 3.1, the chairs of the standing committees designated in Section 4.1, as well as the most recent past president and those members serving in any at-large positions. The Executive Board shall consist of 9 to 12 members. 2.2 Tenure. Each officer shall serve two (2) years and until a successor has been elected. Each chair shall serve for one (1) year and until a successor is elected. Terms for officers shall be staggered so that one-half (1/2) of the positions are up for election at each annual meeting. 2.3 Nominations. In December of each year the President shall present to the Board for its advice and consent a nominating committee consisting of three (3) members, one (1) of whom shall be a director and two (2) who are neither officers nor directors. All nominees shall have indicated to the President or the nominating committee a willingness to serve prior to placement of the nominee’s name on the ballot. The slate shall be presented to the membership 30 days prior to the annual meeting. At the annual meeting the nominating committee shall submit nominees for election as officers and chairs, at least one of whom shall be a member not currently serving as a director. 2.4 Vacancy. Any vacancy occurring on the Board may be filled by appointment by the President for the remainder of the unexpired term. 2.5 Board Meetings. The Board shall meet at least quarterly at a time and place designated by the President. Special meetings of the Board may be at such times and places as the President or three (3) officers shall designate by giving seven (7) days’ oral or written notice thereof. Presence at any meeting shall constitute waiver of notice thereof. Board meetings shall be open to any members wishing to attend. 2.5.1 Quorum. One-half (1/2) of the number of directors serving as such shall constitute a quorum. Except as otherwise specifically provided herein, the act of a majority of directors present at a meeting at which a quorum is present shall be an act of the Board. 2.5.2 Procedure. Board meetings shall be conducted under Robert’s Rules of Order, Revised. A two-thirds (2/3) vote of those present in person or by written proxy shall be required to suspend the rules. 2.5.3 Minutes. The Secretary of the Board shall take minutes at all regular meetings and at such other times as the President may direct. 2.6 Presiding Officer. The President shall act as Chairman of the Board. SECTION 3: OFFICERS 3.1 Officers. The officers of the Society shall consist of the President, Vice-President, Secretary, and Treasurer. Each shall perform the duties usually incident to each office. 3.2 Officer Elections. The officers shall be elected at the annual meeting in accordance with Section 2.3. Each officer shall serve for two (2) years and until a successor has been elected. The immediate past president will continue to serve as a Board member for one (1) additional year. 3.3 Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term. 3.4 Removal. The Board, by a two-thirds (2/3) vote of those serving, may remove any officer at any time, with or without cause. SECTION 4: DIRECTORS 4.1 Definition. Directors shall be the chairs of the standing committees, the immediate past president, and up to two at-large members. Directors shall be 4 to 7 in number. 4.2 Standing Committees. Chairs of the standing committees shall also serve as directors on the Executive Board. The committees shall include: Events, Newsletter, Membership, and Finance. The Board may establish other ad hoc committees as the need arises. Chairs are elected at the annual meeting in accordance with Section 2.3 and are to encourage membership participation on their committees. All members of the Society in good standing are eligible for membership on a standing committee. 4.2.1 Events. The function of the Events Committee shall be to develop an annual calendar of events, to select teams from the organization to plan and conduct each event, and to review and approve event plans prepared by the teams. 4.2.2 Newsletter. The Newsletter Committee shall be responsible for publishing a newsletter at least four times a year and for publicizing events and activities. 4.2.3 Membership. The Membership Committee shall be responsible for maintaining a current membership database and a prospects list. Members of this committee shall support the Treasurer in maintaining a current membership list. 4.2.4 Finance. The Finance Committee shall be responsible for the acquisition, control, care, and maintenance of Society property. Members of this committee shall also review the Treasurer’s procedures and reports, and otherwise manage the Society’s funds consistent with the objectives of the Society. 4.3 Immediate Past President. The Immediate Past President shall serve as a director for one (1) year. 4.4 At-Large Directors. At-Large Directors shall be appointed by the President and shall serve as directors for one (1) year. SECTION 5: INDEMNIFICATION AND INSURANCE 5.1 Indemnification. The Society shall incorporate under the laws of Washington State. It shall indemnify and advance costs to past and present directors, trustees, and officers of the corporation, and may indemnify and advance costs to any other person who is made a party to a proceeding by reason of his, her, or its association with the corporation, all to the fullest extent permitted by, and upon compliance with, the Washington Nonprofit Corporation Act and RCW 23B.08.026, provided that no such indemnity shall indemnify any director, officer, or other such person from or on account of acts or omissions of such director, officer, or other person finally adjudged to be intentional misconduct or a knowing violation of law, or from or on account of any transaction with respect to which it was finally adjudged that such director, officer, or other person personally received a benefit in money, property, or services to which the director, officer, or other person was not legal ly entitled. Any such indemnity shall continue as to a person who has ceased to be a director, officer, or agent of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such person. 5.2 Insurance. The Society shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee, or agent of the Society against any liability asserted against and incurred by that person in such capacity or arising out of his or her status as such, whether or not the Society would have the power to indemnify under the provisions of RCW 23B.08.026 (23B.17.030). SECTION 6: RESTRICTIONS AND LIMITATIONS 6.1 Asset Ownership. No portion of the assets of the Society shall pass to any member, nor shall any member have claim or rights to the title or interest in or to the property or assets of the Society. 6.2 Authority to Represent. The authority to represent the Society in all matters is vested in the President or such person as the President may from time to time designate to represent the Society for a specific time and purpose. No member shall publicly express personal opinions or positions as those of the Society, or commit or imply sponsorship of any event or product in the name of the Society without the explicit knowledge and approval of the President. SECTION 7: AMENDMENTS Amendments to the Bylaws may be made by a majority vote at any regular meeting of the members or upon vote of a majority of the Executive Board. Amendments must be presented in writing to the body voting on the amendment at least 30 days prior to the vote.
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