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BYLAWS
Article
I - Introductory
A. These
By-Laws constitute the code of
rules adopted by The International Wine & Food Society, York,
Pennsylvania
Branch for the regulation and management of its affairs.
B.
This Corporation (herein referred to
as "the Branch") was incorporated on September 7, 1983, under the
provisions of the Nonprofit Corporation Law of the Commonwealth of
Pennsylvania
and will have the purposes or powers as may be stated in its Articles,
and such
powers as are now or may be granted hereafter to nonprofit corporations. The primary purposes of the Branch are:
1. To
bring together and to serve all who believe that a right understanding
of wine
and food is an essential part of personal contentment and health and
that an
intelligent approach to the pleasures and problems of the table offers
far
greater rewards than the mere satisfaction of appetite.
2. To
raise the standard of cookery by organizing periodical dinners and
luncheons at
different hotels, restaurants and clubs when the fare and wines will be
happily
partnered and when deserving Chefs will be accorded a fair measure of
articulate appreciation or by such other means as from time to time the
Branch
may decide.
3. To
promote a wider knowledge of the wines of the world and a more
discerning
appreciation of their individual merits by means of periodical tastings
and
visits to various vineyards or by such other means as from time to time
the
Branch may decide.
Article
II - Membership
A.
The total number of members shall be
limited to 25 individual or joint memberships.
B.
In order to qualify for membership as
openings become available, the prospective member or couple must send a
letter
of application to the Branch Secretary. The
prospective member must attend at least one dinner and
one tasting
with the Branch. When these requirements
have been met, the Board will vote on the proposed member.
The new member will be billed an entrance fee
plus the dues which include the International membership, the North
American
membership and the Branch membership.
C.
To hold a joint membership, the spouse
must pay to the North American Committee the prescribed supplement to
the
member's dues. The spouse is then a
member of the Society and may hold office. Each
membership, single or joint, shall have one vote.
D.
When a member couple divorces, it
shall be their responsibility to determine which spouse retains
membership in
the Branch, and to so notify the Branch Secretary in writing. If the withdrawing spouse desires to become a
member he or she shall be admitted to membership if an opening is
available,
otherwise his or her name shall be placed at the top of the waiting
list.
E. The
annual dues and the entrance fee
shall be determined by the Board of Directors and the Treasurer shall
forthwith
render statements for dues to each member. Dues
shall be paid by the members to the Treasurer no
later than
December 15th each year, or membership shall terminate
automatically. In addition, a new
member must purchase his or her proportionate share of the equity in
the Branch
wine cellar and other assets of the Branch, which equity shall be paid
with the
fees stated in subparagraph B of this Article, or as determined by
action of
the Board.
F.
When requested, each member shall be
responsible for the planning of a dinner or a tasting on a rotating
basis. Only one member shall receive
credit for the
hosting of an event. The Host shall
advise the membership, in writing, at least six weeks prior to the
event as to
the date, time and place. R.S.V.P.,
accompanied by required remittance, shall be made two weeks before the
date. A member is expected to attend a
minimum of one tasting or dinner each year.
G.
"MEMBER EQUITY" is defined
each year as the value of the assets of the Branch (wine glasses, wine
in the
Branch cellar, the amount in the wine fund, and the balance in the
Treasury),
minus outstanding liabilities, divided by the sum of joint memberships
plus the
single memberships, as of the most current annual meeting Treasurer's
report. If a joint membership is held, the
spouse
assumes the deceased member's equity in the organization upon his or
her
death. If a joint membership is not
held, the surviving spouse may become a single member without paying an
equity
assessment and thereby assume the deceased spouse's equity. Members who withdraw from the organization
will receive 80% of their full current equity upon approval of a new
member and
receipt of their full membership dues by the Board.
Priority of assignment shall be determined by
order the written withdraws are received by the Branch Secretary.
H. Member
Emeritus status may be conferred upon an existing
member who has
maintained membership in the York Branch for at least ten (10) years,
but who
is not able to actively participate in York Branch activities, through
circumstances not within his or her control, upon recommendation of the
Board
and upon unanimous vote of the membership at any regular or special
meeting. A Member Emeritus shall
be exempt from the payment of dues, but shall have
no vote. This status is only for the
York Branch only and not the parent organization.
Article
III - Waiting List
A.
The membership size of the York Branch
is limited to 25 individual or joint memberships. This
limitation was established to facilitate
tastings in the homes of members where space is the limitation. A membership waiting list has been
established to allow interested persons to attend scheduled dinners and
tastings on a space available basis. Persons
on the waiting list will be advised of Branch
events and
encouraged to attend when they can be accommodated.
B.
Requests to be placed on the waiting
list by persons who have attended at least one tasting and one dinner
shall be
in writing, addressed to the Secretary of the York Branch, and approved
by the
Board. The Secretary shall note in
the
membership records the date of receipt of the request, which date will
determine priority of eligibility for membership.
Article
IV - Board of Directors
A.
The Board of Directors is that group
of persons vested with the management of the business and affairs of
the
Corporation.
B.
The officers and immediate Past
President shall comprise the Board of Directors.
C. The
Board of Directors shall meet as
necessary, but not less than once during the Branch year, which shall
begin
upon the election of said officers each year.
D. It
shall be the function of the Board
of Directors to:
1. Designate
the date and place of the
annual meeting.
2. Receive
and act upon applications for
membership.
3. Determine
the amount of the entrance
fee and the annual dues which will include the North American dues.
4. Communicate
its actions and decisions
to the membership.
5. Appoint
those committees which it
feels it needs to effectively and efficiently operate the Branch.
6. Authorize
a minimum of five functions
to be held during the year. These shall
include two dinners, two tastings, and the annual meeting.
Other events may be scheduled.
7. Appoint
a Committee of at least four
members, whose responsibility it shall be to be available to assist the
hosts
of Branch events with the menu, wines and cost, prior to publication of
the
event.
8.
Maintain records of Branch events and
request members to host future events in a manner that equitably
apportions
responsibility among the membership.
9.
Vote upon the removal of a member who
has not attended at least one Branch tasting or dinner in a two year
period, or
to host an event as stated in Art. II. F.
Article
V - Officers
A.
The officers of the Branch shall
be: President; Vice President &
President elect; Secretary; and Treasurer.
B. Officers
shall be elected for a term
of two years, and shall hold office until their successors are duly
elected and
qualify.
C. An
officer may not succeed himself or
herself in the same office except the Secretary and Treasurer.
D. Prior
to the annual meeting, the
nominating committee shall select a slate of officers to be presented
at the
annual meeting. The nominating committee
shall consist of the immediate Past President (chairman), the current
President
and the Vice President.
1. Each
member shall be entitled to one
vote for each office.
2.
Voting shall be by written secret
ballot.
3.
A simple majority is necessary for
election.
4. Tellers
will be appointed by the
President or presiding officer.
5.
Where only one candidate is nominated
for an office, "2" above may be waived and, upon appropriate motion
duly made and seconded, the Secretary may be instructed to cast an
unanimous
ballot for the candidate or candidates.
6.
Vacancies in the offices as herein
listed, occurring by relocation, resignation or otherwise, shall be
filled by
appointment by the Board of Directors until the next annual meeting of
the
membership, except that the Vice-President shall assume the office of
President
should it become vacant, in which case the Office of Vice-President
shall
become vacant.
E. The
President
1.
Shall preside at all meetings of the
Board of Directors.
2.
Shall preside at the meetings of the
membership.
3.
Shall be an ex-officio member of all
committees.
F. The
Vice President
1.
Shall assume the responsibilities of
the President in the event of his or her absence or illness, or if the
office
becomes vacant otherwise.
2.
Shall arrange the program for
the following year and arrange for a host sponsor for each event. The Vice-President shall be responsible for
communicating the following requirements for functions to the host
sponsor:
a.) Article II, F (notification);
b.) Article IV, D, 7 (Assistance Committee); and,
c.) Article VI, B, (date & attire).
G. The Secretary
1. Shall
record or cause to be recorded
minutes of the Board of Directors meetings and the meetings of the
membership.
2.
Shall receive and issue
communications and correspondence in the name of the Branch.
3.
Shall maintain permanent records of
the activities of the Branch or shall appoint an archivist or historian.
4.
Submit record of activities to the
Board of Governors of the Americas for publication.
H. The Treasurer
1.
Shall receive and deposit monies of
the Branch.
2.
Shall pay bills of the Branch.
3.
Shall render an annual accounting of
the Branch's financial transactions to the membership at the annual
meeting.
Article
VI - Meeting & Events
A.
The regular annual meeting of the
membership shall be held in August or September at a designated place
for the
election of the Officers, and such other business as may come before
the
membership, upon thirty (30) days notice. Non-Members,
other than a person accompanying a single
member, shall not
be permitted to attend the annual meeting.
B.
The formal program shall consist of
the following regularly scheduled events:
FALL
Annual Meeting
August or September
Dinner
October
Wine
Tasting
November
SPRING
Wine Tasting
March
Dinner
April
The
months selected
for the above events are advisory only. Hosts
should space events far enough apart to increase
attendance. The
attire at Branch dinners shall be formal.
C.
The President or the Board of
Directors may call a special meeting of the membership by mailing or
emailing
written notice to them at their respective addresses at least fifteen
(15) days
before such meeting. The notice shall
specify
the business to be transacted at such special meeting.
D.
Roberts Rules of Order shall be
followed in all meetings of the membership and the Board of Directors.
E.
The members present at a meeting of
the membership or a majority of the Board of Directors shall constitute
a
quorum necessary for the conduct of any business at any annual or
special
meeting of the membership or Board of Directors respectively.
F.
No business shall be conducted at
dinners or tastings.
G. “Notice”
and “written notice” as used
herein shall include electronic media such as email and facsimile.
Article
VII - Wine Glasses
A. The
Branch maintains a quantity of
wine glasses, available to all members for use at Branch functions or
at other
activities in which the members will be participating.
B. Glasses
are stored at a Board member's
house which is conveniently located for best access by all of the
members. It is the responsibility of the
member using
the glasses to arrange for pick-up and for the prompt return of clean
glasses.
C. The
cost of wine glass breakage will
be born by the Branch where breakage occurs at a Branch function. Breakage occurring at a non-Branch function
will be the responsibility of the borrower. Replacements
will be obtained by the Branch to insure
identical glasses
at the prevailing cost.
Article
VIII - The Wine Cellar
A. The
Branch maintains a wine cellar
system to provide exceptional wines for future events.
B.
A Cellar Master and a Wine Master
shall be appointed by the President each year. The
Cellar Master will be in charge of the cellar
inventory. The Wine Master will be the
chairman of the
Wine Committee, and will report on the cellar at each business meeting. A list of the wines and their value, with
suggested maturity date will be made available to each member.
C. Wines
will be carried in inventory at
acquisition value. When used at any
Branch function, the Treasurer will reimburse the wine fund at the
acquisition
value from the monies collected for such function.
D.
A wine fund has been established for
the purpose of purchasing wines for the cellar. All
member assessments will be approved by the membership
at the annual
meeting.
E.
Wine procurement is under the
direction of the Wine Committee, who shall recommend purchases to the
Board for
approval.
Article
IX - Provision for Amending the By-Laws
A.
These By-Laws may be amended at the
annual meeting of the membership or at a special meeting called by at
least
one-third of the members for that purpose.
B. All
members shall be notified at least
two weeks in advance of such meeting. The
nature of any proposed change will be state at the
time of meeting
notification.
C.
Any
member may propose a change or
amendment to the By-Laws.
D. A
Two-thirds (2/3) vote of the members
present at the meeting, but in no case less than fifty-one percent
(51%) of the
total membership of the Branch, is needed for adoption.
HISTORY
The Branch
received its charter in September
of 1969. The original By-laws were
adopted when we incorporated on May 19, 1984.
AMENDMENTS:
September
3, 1984 - Article II, A, and
Article IV, A, were amended to increase the maximum number of
individual or
joint memberships from twenty (20) to twenty-five (25).
September
10, 1989 - Substantial changes were
made. A complete copy of the By-Laws
before the changes is on file with
the
Branch Secretary.
September
20, 1992 - Provisions for a Wine
Cellar, Cellar Master, and Wine Committee and Member,
Equity re-established.
September
18, 1994 - Provisions for partial
refund of Member Equity to retiring member adopted.
November
22, 1996 - Provision for Member Emeritus added.
August
15, 2003 - Responsibility for dues
statements given to Treasurer instead of Secretary. Responsibility for
notification of events given to Host instead of Secretary.
Limitation on successive election of
Secretary and Treasurer removed. Provides
for the appointment of an archivist or historian.
Requires
Secretary to Submit record of activities to the Board of Governors of
the
Americas for publication.
Created the position of Wine Master.
April
10, 2008 – Substantial changes were
made. A complete copy of the Bylaws
before the changes is on file with the Branch Secretary.
August
29, 2010 – Article VI
changed to make the months listed for scheduled events advisory instead
of
mandatory.
York, Pennsylvania Branch By-Laws
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