By Laws

KANSAS VITICULTURE AND FARM WINERY ASSOCIATION
BY-LAWS

As of August XX, 2004 – Printed August XX, 2004

ARTICLE I

Offices

Section I. Principal Office. The principal office for the transaction of business of the corporation is hereby located at the residence of the then acting Secretary of the corporation.

Section II. Registration Office. The corporation by resolution of its board of directors may change the location of its registered office as designated in the Articles of Incorporation to any other place in the State of Kansas. By like resolution the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution a certificate of said change shall be executed, acknowledged and filed with the Secretary of State and recorded in the office of the Register of Deeds for the county in which the new registered office is located.

Section III. Other Offices. Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II

Membership and Meetings

Section I. Membership. Membership in the association shall be open to any person age twenty-one or above who subscribes to the purpose of the corporation and who shall have paid all current dues.

Section II. Application for Membership and Payment of Dues. Application for membership and payment of dues shall be made in care of the secretary of the corporation at the principal office.

Section III. Amount of Dues. The amount of dues assessed from each member on an annual basis shall be determined by the board of directors. For new members joining after July 1, dues shall be one-half of the annual amount.

Section IV. Termination or Suspension. If any member of the corporation shall commit any act prejudicial to the conduct of the affairs of the corporation or the purposes for which it is formed or shall otherwise become ineligible for membership, the membership of such person in the corporation may be terminated or suspended upon a two-thirds vote of all of the board of directors.

Section V. Meetings of Members. The annual meeting of the voting members of the corporation shall be held during the first ten (10) weeks of each year on such date and time at such location as shall be determined by the board of directors. Notice of the annual meeting shall be mailed to all members at least thirty (30) days prior to the meeting date.

Section VI. Special Meetings. Special meetings of the members for any other purpose or purposes may be called by the president or by the board of directors or by twenty percent (20%) of the members. Notice of any special meetings shall specify the place, day, and time of such meeting and the general nature of the business to be transacted and shall be mailed to the members at least thirty (30) days prior to the special meeting date.

Section VII. Voting. Each dues paying member of the corporation present at any business meeting shall be entitle to cast one vote, with the exception that any new member must have paid dues, received by the Secretary, thirty (30) days in advance of such business meeting.

Section VIII. Quorum. The voting members present at any business meeting shall constitute a quorum for the transaction of business.

ARTICLE III

Officers

Section I. Number and Qualification. The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer. The officers shall be members of the corporation.

Section II. Election of Officers. The officers of the corporation shall be elected by the membership at the annual meeting.

Section III. Term of Office. The term of office for all officers of the corporation shall be one year.

Section IV. Vacancies. In the event of a vacancy in any office because of death, resignation, removal, or disqualification for any other cause, said vacancy shall be filled by the board of directors for the unexpired term of said office.

Section V. President. The President shall have general supervision, direction, and control of the conduct of the corporation and shall preside at all meetings of the members and directors. He or she shall have the general power and duties of management usually vested in the office of President of the corporation and shall have such other powers and duties as may be prescribed by the board of directors or these By-Laws.

Section VI. Vice-President. In the absence or disability of the President, the Vice-President shall perform all the duties of the President and shall exercise such other powers and perform such other duties as may be directed by the board of directors or these By-Laws.

Section VII. Secretary. The Secretary shall keep or cause to be kept a book of minutes of the meetings of the membership and directors. The Secretary shall keep or cause to be kept at the principal office a membership list showing the names of the members and their addresses. The Secretary shall also act as parliamentarian of the association.

Section VIII. Treasurer. The Treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the corporation that shall be open to inspection by any member at all reasonable times. The Treasurer shall deposit all monies in the name and to the credit of the corporation with such depositories as may be designated by the board of directors.

ARTICLE IV

Standing Committees

Section I. Legislative Committee. The Legislative Committee, consisting of one of more persons, shall be responsible for coordinating and representing the interests of the corporation in state and national legislative and regulatory matters as they pertain to the purposes of the corporation. The chairman of the Legislative Committee shall be elected by the members at the annual meeting. The chairman shall appoint such other person or persons to assist him or her in carrying out the functions of the committee.

Section II. Marketing Committee. The Marketing Committee, consisting of one or more persons, shall be responsible for developing and implementing programs for sales, promotion, and effective distribution of Kansas grapes and wines. The chairman of the Marketing Committee shall be elected by the members at the annual meeting. The chairman shall appoint such other person or persons to assist him or her in carrying out the functions of the committee.

Section III. Research and Development Committee. The Research and Development Committee, consisting of one or more persons, shall be responsible for developing and implementing projects, programs, research, and educational activities to increase the development of suitable grape growing and wine making in the State of Kansas. The chairman of the Research and Development Committee shall be elected by the members at the annual meeting. The chairman shall appoint such other person or persons to assist him or her in carrying out the functions of the committee.

Section IV. Education and Evaluation Committee. The Education and Evaluation Committee, consisting of one or more persons, shall be responsible for developing and conducting practical programs, projects, judgings, and educational activities to evaluate Kansas wines & compare them to wines of other regions. The chairman of the Education and Evaluation Committee shall be elected by the members at the annual meeting. The chairman shall appoint such other persons to assist him or her in carrying out the functions of the committee.

ARTICLE V

Directors

Section I. Number and Qualifications. The directors of the corporation shall be eight in number and shall be the President, Vice-President, Secretary, Treasurer, and the chairmen of the Legislative, Marketing, Research and Development, and Education and Evaluation committees.

Section II. Vacancies. Vacancies on the board of directors shall be filled by a majority of the remaining directors.

Section III. Meetings. Regular meetings of the board of directors shall be held at such time and place as the board of directors shall from time to time determine in advance of such meetings, notice of which shall be given to all directors at least ten (10) days before such meeting. The board of directors may conduct special meetings at the request of the President or by at least three (3) of the directors. The board of directors shall have authority to conduct special meetings by telephone conference call.

Section IV. Powers. The board of directors shall conduct, manage, and control the affairs and conduct of the corporation and make such rules and regulations as they may deem best and that are not inconsistent with the law, the Articles of Incorporation, or these By-Laws.

Section V. Voting. A majority of the total number of directors shall be necessary to approve any action by the directors unless otherwise herein provided to the contrary.

ARTICLE VII

Miscellaneous

Section I. Fiscal Year. The fiscal year of the corporation shall commence on January 1 and shall terminate on December 31 of the same year.

Section II. Robert’s Rules of Order. Robert’s Rules of Order shall be used for the conduct of all members’ and directors’ meeting as otherwise provided herein or in the Articles of Incorporation.

Certificate of Secretary

I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of the Kansas Viticulture And Farm Winery Association, a Kansas nonprofit corporation, and that the foregoing By-Laws were duly adopted at the membership meeting held on —————- .

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Secretary