BYLAWS

SUSQUEHANNA WINEMAKERS GUILD

BYLAWS

ARTICLE I – NAME

The name of the organization shall be “Susquehanna Winemakers Guild” (SWiG) referred to herein as the “Guild.”

ARTICLE II – PURPOSE

Section 2.01 – General

The Guild shall be a non-profit, informational, educational organization, the purpose of which shall be to

create a network of support for amateur and commercial winemakers by providing opportunities to increase knowledge and skills through formal and informal opportunities as well as social events. 

Section 2.02 – Specific Purposes

To organize, conduct, and participate in educational discussions, presentations, field trips, community events, competitions, and Guild social events to meet the purpose of the Guild.

ARTICLE III – MEMBERSHIP

Section 3.01 – Non-Discrimination Clause

The Guild shall not discriminate against any individual on the basis of race, sex, religion, or sexual orientation and shall not tolerate any such discriminatory acts by its members, associates, or business partners.

Section 3.02 – Eligibility

To be eligible for membership persons shall have attained the age of twenty-one (21), have an interest in the craft of winemaking, and pay annual dues, with their contact information entered into the Membership List.

Section 3.03 – Privileges

Membership allows participation in all Guild activities. Each member has one vote in all motions and elections and therefore all are encouraged to actively participate in Business Meetings of the Guild.  Participation is classified as attendance at meetings in person, via technology (ZOOM), or voting by proxy by text or email to the secretary or the assigned designee for inclusion in the count. 

Section 3.04 – Members’ Quorum and Vote Processes

The full quorum of the Guild is 1/3 of the membership.  So that the business of the Guild may always be conducted when a full quorum is not had, the quorum is the secretary’s calculated average of the participants of the last two consecutive Business Meetings plus the participants at the immediate meeting.  Approval of a motion is had by a simple majority of that calculated quorum, except where the bylaws specifically require a two-thirds majority of those participating in a meeting.

Section 3.05 – Exception to Privilege

Members who are licensed, commercial winemakers shall not be allowed to enter their wines in Guild Wine Competitions.

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Section 3.06 – Conditions of Membership

Members are expected to follow the Guild’s bylaws and Code of Conduct. Contact information will be available to all members within the Guild website unless a signed request for exclusion is submitted to the Communications Committee (website).

ARTICLE IV – FISCAL MANAGEMENT

Section 4.01 – Fiscal Year

The fiscal year of the Guild shall be the calendar year from January 1st to December 31st.

Section 4.02 – Annual Dues

Annual dues as per individual and per couple for the following year shall be proposed at the last Executive Committee Meeting of each year to be presented at the Annual Membership Meeting that follows.  Approval of a motion to change the dues is had by two-thirds of those participating in the Business Meeting.  The dues campaign begins with a dues amount statement for the next year being sent via email to members immediately after the dues amount is established. 

Section 4.03 – Delinquent Dues & Fees

Dues are due by December 31st of each year. Dues will be considered delinquent on February 1st the following year. Dues paid thereafter will include a $5 per person late fee assessed. One written notice shall be sent to each non-paid member by the treasurer immediately after the first Executive Committee Meeting of January of the new year.  Non-payment of dues results in member data being deleted from the Membership List on February 1st.

Section 4.04 – New Member Dues

 Any eligible new persons seeking membership to the Guild after June 30th of the year shall pay half the annual dues for the current year. New members joining in the last two months of the year may have their annual dues applied to the next year.

Section 4.05 – Annual Budget     

At the first Executive Meeting of each year, the Executive Committee will create the Annual Budget to be presented for a vote with a two-thirds majority of those participating in the next Business Meeting.

Section 4.06 – Approval of Bills Not Budgeted

Any non-budgeted expense of more than $200 must be approved by a two-thirds majority of the participants at a Business Meeting prior to the expense, or at the next business meeting thereafter in the case of an emergency as declared by a simple majority of the Executive Committee.

Section 4.07 – Audit of Accounts

There shall be an annual audit of the accounts receivable and payable as well as monies in savings or checking accounts to be completed by an audit committee consisting of a minimum of two members appointed by the Executive Committee at the last Business Meeting of the year for presentation at the first Business Meeting of the following year.

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Section 4.08 – Assessments

Assessments levied by the Executive Committee shall be moved for a vote and adopted by a vote of two-thirds of the participants in the next Business Meeting.

ARTICLE V – OFFICERS

Section 5.01 – Number of Officers

Elected Officers of the Guild shall be: president, vice-president, secretary, and treasurer.

Section 5.02 – Terms of Office

Each officer shall be elected to a two-year term and may not serve for more than four consecutive years.  The terms of the president and treasurer will be coupled and that of vice-president and secretary will be coupled for the ballot in alternate years so that no more than two new officers are elected each year. Newly elected officers begin their terms on January first.

Section 5.03 – Exceptions to Term Limits

This section takes effect if willing candidates are not identified by the Ad Hoc Election Committee prior to the Annual Business Meeting, or those who are nominated decline to serve. Any officer, except the president, may hold one or more offices or be retained in the current office if no other member is willing to serve.

Section 5.04 – Election of Officers

Officers are elected at the Annual Business Meeting. The Election Committee, having completed the tasks of securing at least one nominee for each office and establishing the absentee voting and balloting processes, shall conduct the balloting.  In the instance of multiple nominees for an office whereby no one nominee secures a majority of those participating, the nominee with the most votes is declared the winner. If there is but one candidate for an office, that nominee is the winner by “Unanimous Consent”.See Section 8.09.

Section 5.05 – Vacancy in Office

In the event of a mid-term vacancy, a member appointed by the remaining officers will temporarily fill the office until a new officer is elected at the next regular Business Meeting of the Guild. The exception to this is that the vice president will assume the role of president if that office is vacated, and a replacement vice president will be appointed to complete that term.

ARTICLE VI – DUTIES OF OFFICERS

Section 6.01 – President

The president shall be the Chief Executive Officer of the Guild.  He/She shall preside at the Executive Committee and Business Meetings of the Guild as the tie-breaker in all votes and leads in the creation of committees as described in Article VIII, Section 8.01, except for Ad Hoc Committees whose members are appointed by the Executive Committee. The president may only be a member of a committee under unusual circumstances, upon approval of the Executive Committee by simple majority vote.  

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Section 6.02 – Vice President

The vice–president shall act for the president in the president’s absence and shall perform such other duties as assigned by the president.

Section 6.03 – Secretary

The secretary shall act as both recording and corresponding secretary at the Executive and Business Meetings and shall maintain all records of agendas and minutes of current and past Executive and Business Meetings. Recording of Guild events that are held either within the Guild or outside of it shall be briefly summarized in Business Meeting minutes. The process for calculating the quorum for each Business Meeting and then stipulating the simple majority or two-thirds vote for motion approval is within the purview of the secretary or an alternate in an absence. See Section 3.04

Section 6.04 – Treasurer

The treasurer shall maintain all accounts receivable and payable and any other financial records such as (audits) including those of previous years. The business of the office shall be conducted by generally accepted business and fiscal practices. The treasurer shall administer the Guild’s bank account. All funds collected on behalf of the Guild shall be turned over to the treasurer. Funds will be disbursed via checks signed by the treasurer and the president. No funds will be disbursed without receipts. The treasurer shall maintain the official Membership List based upon dues collected and provide a copy that contains names and other contact information to the Communications Committee (website). See Section 3.06

 ARTICLE VII – MEETINGS

Section 7.01 – Operational Guidelines

The Executive Committee establishes a yearly Guild calendar to include meetings and activities, each of which shall be advertised via email to the membership a minimum of one week prior to a meeting or activity. Executive Committee and Business Meetings, as well as Standing and Ad Hoc Committee Meetings, shall follow Robert’s Rules of Order as closely as possible. 

Section 7.02 – Executive Committee Meetings

Meetings shall be held at least one week prior to a Guild Business Meeting. A Quorum shall be 5 of the 10

participating committee members with the president or presiding officer voting only as a tie breaker.  Those not physically present may participate via Zoom, by texting, or by emailing a proxy to the secretary prior to the meeting.  Any committee on the agenda for the upcoming meeting or planning to make a motion at the meeting must have a representative at the Executive Committee Meeting.  Any member of the Guild may be invited to or may choose to participate, and may be involved in any discussions, but shall not vote.

Section 7.03 – Business Meetings

The important goal of Business and Special Meetings is to further the General and Specific Purposes of the Guild. (See Sections 2.01 and 2.02).   Business Meetings to conduct the business of the Guild shall be held within a reasonable time after each Executive Committee Meeting. 

Section 7.04 – Annual Business Meeting

The last Business Meeting of each year shall be known as the Annual Business Meeting, at which the annual election shall take place.

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Section 7.05 – Special Meeting

Special Meetings may be called by the president or at the request of twenty percent of the membership by a 15-day written notice to the Executive Committee to include the sole purpose for the meeting.  Notice to all members is sent within a minimum of one week prior to the Special Meeting. Robert’s Rules of Order apply. Special meetings cannot be held between the Annual Business Meeting and the first scheduled Executive Committee Meeting of the new year.  Motion approval is had by simple majority of the meeting participants.

ARTICLE VIII – COMMITTEES

Section 8.01 – Committee Membership

Immediately after the Annual Membership Meeting that elects a new president, he or she will survey the

members via email to invite them to request committee assignments. The newly elected president will survey the current committees to identify those members who do not wish to continue their services. Survey responders will be offered as replacements or to bolster a committee. In the absence of volunteers, members will be polled. If, after a search with no other member willing to accept an open position, see Section 6.02. Committee Chairs may either be appointed in the absence of a chair with no committee member willing to serve as chair or be selected by the committee members.  The appointee may add members but may not dismiss those serving on the committee.  

Section 8.02 – Committee Procedural Requirements

All officers and committee chairs shall create a binder, briefcase, or file box containing all organized, pertinent information about the procedures, contacts, and other important information used to fulfill office and committee purposes or goals. Each “container” will be given to the succeeding officer or chairperson so that the new leader will find a foundation of information upon which to build.

Section 8.03 – Executive Committee

The Executive Committee is comprised of the elected officers and non-elected “Members at Large” that include:  the previously elected president and vice president, together with the chairpersons of the four standing committees listed below. See Sections 8.04-8.07. The short-term purpose of the Executive Committee is to develop Business Meeting agendas and the yearly calendar. The long-term purpose is to plan or cause to be planned and executed, all things that would benefit the Guild members and/or strengthen the Guild. See Sections 2.01 and 2.02.

Section 8.04 -Program/Education Committee.

The purposes of the committee are to provide educational opportunities within a Business or Social Meeting or outside the meetings to visit venues that may or may not require overnight accommodations, bussing, etc.  

Section 8.05 – Wine Competition Committee

The purposes of this committee are to develop processes and procedures for the Guild wine competitions and to seek and advertise wine competitions available outside the Guild to the members.

Section 8.06 – Community Events Coordinating Committee

The purpose of this committee is to create outreach into the communities within and outside of our geographic area that provides the Guild members the opportunity to share their knowledge and product with others.

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Section 8.07 – Communications Committee (website) (social media) (Audio/Visual)

The purposes of this committee are to establish a Guild website, maintain it through monthly editing, and constantly to improve upon its presence. Membership contact information received from the treasurer will be entered and maintained on the website but may be excluded from the secure Membership List site. See Section 3.06. Also, the committee’s purpose is to establish and maintain social media sites appropriate to the Guild that will create a social presence and to consider other avenues of public relations. The audio/visual component provides materials and equipment to meet the needs of members or guest presenters.   

Section 8.08 – Ad Hoc Committees

Members are to be designated as described in Section 6.01. Once the purpose of an ad hoc committee is fulfilled, it shall be disbanded.

Section 8.09 – Ad Hoc Election Committee

The purposes of this committee are: to provide an inclusive election process, to conduct the annual quest for candidates for the needed officers, to provide an avenue for absentee or electronic balloting, and to lead the

balloting process at the Annual Business Meeting.  Membership on this committee is assigned by the Executive Committee at the September Business meeting in order to complete the election process at the final meeting of the year. Newly elected officers will take responsibility for their roles in January of the new year.

Section 8.10 – Ad Hoc Audit Committee

The purpose of this committee is to ensure that the financial records for the year are correct, thereby ensuring the financial security of the Guild. Membership on this committee is assigned by the Executive Committee at the last business meeting of the year in order to complete the audit process by the first business meeting of the new year.  A brief summary of the reconciled finances as well as a narrative concerning fiscal processes and procedures.

Section 8.11- Ad Hoc Bylaws Committee

The purpose of this committee is to ensure that the operational policies and procedures of the Guild coincide

with the bylaws narrative. Membership on the committee is assigned by the Executive Committee at their discretion as necessary to address revisions that may occur as per the process described in Section 9.01- Amendments.

ARTICLE IX – AMENDMENTS TO BYLAWS

Section 9.01 – Amendments

Officers of the Guild or a committee appointed by the Executive Committee, or twenty percent of the membership by petition may propose amendments to these bylaws. Upon such proposal being made, a copy thereof shall be sent to each member. The proposed amendment(s) shall be approved by the vote of two-thirds of the participants in the next Business Meeting.

ARTICLE X-DISSOLUTION OF THE GUILD

Section 10.01 – Dissolution Process

Officers of the Guild, or a committee appointed by the Executive Committee, or twenty percent of the

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membership by petition may propose dissolution of the Guild. Upon such proposal being made, a copy shall be sent to each member.  The proposed motion requires the approval vote of two-thirds of the participants in the next Business Meeting.

Section 10.02 – Disposition of Property

All property, equipment, and material shall be sold by the terminal Executive Committee with the proceeds and fund balances given to one or more non-profit organizations selected by the Executive Committee.

Section 10.03 – Disposition of Records

All accumulated records of the Guild shall be retained by the terminal secretary for a period of one year after which the appropriate documents shall be donated to a local historical library with unaccepted documents being destroyed.

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GUILD SIGNATURE PAGE

The purpose of revisions is to ensure that the bylaws reflect actual operating procedures.

Adopted              President        Vice-President        Secretary                Treasurer

June 25, 2017  ___________      ______________      ______________         ______________

                         Rick Scott      Christopher Dettrey  Christopher Dettrey   Timothy Murphy

Revised

June 10, 2018  _____________      ______________           _______________        ________________

                    Patricia Moyer    Christopher Dettrey     Marcia Compton    Timothy Murphy

Revised

August 3, 2020 ____________     _____________            _________________       ________________

                   James Compton   Christopher Dettrey  Marcia Compton      Nicholas Pallante

Revised                               

July 18, 2021 ______________        __________________     ________________            _____________

James Compton   Richard Mauro      Jeanette Consagra     Nicholas Pallante

Revised

Feb. 20, 2022  _______________    ___________           ___________________       ________________

Richard Mauro  (Vacant)        Jeanette Consagra  Nicholas Pallante

(Acting)

 

 

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