Revised February 2010
Contact the ASEV office to request a printed copy of the Bylaws.
Table of Contents
Article I – Name
Article II – Objectives
Article III – Membership
Article IV – Society Affiliation
Article V – Officers
Article VI – Board of Directors
Article VII – Nomination and Election of Officers
Article VIII – Committees and Officials
Article IX – Dues and Finance
Article X – Meetings and Quorums
Article XI – Publications Committee
Article XII – Amendments to the Bylaws
Article XIII – Dissolution
Article XIV – Rules of Order
The Society shall be a scientific and professional society called The American Society for Enology and Viticulture hereinafter referred to as the Society.
The Society shall derive all authority for its operations and administration directly from these Bylaws and from regulations adopted by its duly elected and appointed members of the Board of Directors.
The objectives of the Society shall be to encourage, stimulate, and support research in enology and viticulture or other sciences directly applied to enology or viticulture through its technical programs. Furthermore, the objectives shall be to provide forums for the presentation, discussion, and publication of such research and technological developments for the advancement of science and the promotion of education in enology and viticulture.
The Society shall be operated as a nonprofit corporation and shall engage in no activities, which are not in direct furtherance of its primary scientific, literary, and educational objectives.
There shall be the following classifications of membership in this Society: Professional members, Associate members, Student members, Honorary Life members, and Emeritus members.
SECTION 2. Professional Members.
Any persons who have had training and experience in enology or viticulture will be considered for Professional membership if they meet the requirements of one of the following categories: (a) he or she shall have received a bachelor degree, graduate or the equivalent degree as deemed eligible by the ASEV Board in a field useful to enology or viticulture from a recognized accredited institution of higher learning and shall be employed in a professional capacity in commercial production, technology, or research in enology or viticulture or (b) in the absence of an eligible degree he or she shall have completed five years of competent service in a professional position in commercial production, technology or in research in enology or viticulture.
In exceptional cases, persons distinguished by outstanding contributions to enology or viticulture and who may not fulfill one of the above qualifications may be elected a Professional member by unanimous vote of the Board of Directors.
SECTION 3. Associate Members.
Any person who would otherwise be ineligible for Professional membership under Article III, Section 2.
SECTION 4. Student Members.
Any undergraduate or graduate student enrolled in an accredited institution of higher learning who is pursuing a degree in an academic program in enology, viticulture, or a field closely related thereto on a full-time basis (as defined by the academic institution’s unit specifications for the degree) is eligible for Student membership. This classification of members shall have the same privileges as Associate members, and may be assessed a lower rate of dues with the authorization of the Board of Directors.
SECTION 5. Honorary Life Members.
Honorary Life membership in the Society may be conferred by the unanimous vote of the Board of Directors to any individual who has attained a status as defined herein.
An individual is eligible for Honorary Life membership after he or she has retired from active professional endeavors and satisfies one of the following requirements: (a) he or she must have been a Professional member of the Society for a minimum of ten years and must have published at least two professional papers in the Journal of the Society or have served as an officer of the Society or (b) he or she must have been a member of the Society for a minimum of 25 years and have rendered outstanding and meritorious services to the Society and to the fields of enology or viticulture.
Newly elected Honorary Life members shall be acknowledged at the Annual Business Meeting. They shall be entitled to all the rights and privileges of Professional membership except as expressly provided in these Bylaws and they will be exempt from payment of annual dues.
SECTION 6. Emeritus Members.
Emeritus membership may be conferred by unanimous vote of the Board of Directors to any Professional member who has held membership in the Society for ten consecutive years immediately prior to retirement. Emeritus members shall be entitled to the rights and privileges of Professional members except as expressly provided in these Bylaws. Dues assessment may be set at lower rates by the Board of Directors.
SECTION 7. Membership Privileges.
All members in good standing are entitled to the privileges of the Society: (a) only Professional members, Honorary Life members, and Emeritus members possess full voting privileges and, (b) only Professional members, residing in North America, are eligible for elective office and for membership on the Board of Directors.
SECTION 8. Membership Applications.
Any person desiring to become a member of the Society shall complete a Society membership application and submit it to the Secretary-Treasurer together with payment of one year’s dues. The Membership Committee will review and recommend a membership classification for all new and reviewed members based on the applications submitted and present their recommendations to the Board of Directors. Board approval of the Membership Committee’s recommendations will take place either by majority vote by electronic transmission or at a Board meeting. Applications received prior to September of any year will be considered as application for membership for the current calendar year, and those approved for membership will be furnished all issues of the Journal for that year. Applications received after September 1st will be considered for membership commencing January of the next calendar year unless the applicant indicates contrariwise on the application form. In the event that an applicant for membership has previously paid for a regular subscription to the Journal for the current year, such subscription payment will be applied to his or her current year’s membership dues. All classifications of members who are in arrears for dues shall not have the privileges until such dues are paid. The Secretary-Treasurer shall notify such members of their delinquent status 30 days after the first dues billing. If the dues are still unpaid after 60 days, the Journal subscription will be stopped. Any dues that are delinquent at 90 days will result in termination of membership without further notice. Reinstatement to membership may be effected only through filing a new application for membership in the usual manner, and payment of any outstanding bills due to the Society.
SECTION 9. Society Chapters.
Chapters of the Society may be formed by Professional members and they may use the name of the Society providing the following provisions are adhered to:
a. The chapters shall have written bylaws which are consistent with the Society bylaws.
b. The chapter membership must consist of Society members and affiliates as described under Sections 2, 3, 4, 5, and 6 of this Article. If requested by a chapter board, the Society Board may approve a membership or affiliate category specific only to a chapter provided that the category does not have voting privileges.
c. The chapter shall meet at least once each year and submit the minutes of this meeting and any additional chapter meetings to the Society’s corporate office.
d. The specific and implied aims and objectives of the Society shall be adhered to and any other conditions the Society Board of Directors may deem necessary.
e. The Society Board of Directors by majority vote will charter a chapter provided that the chapter has fulfilled the provisions of Article III, Section 9 (a) and (d). The Board may by two-thirds majority, vote to terminate a charter if the chapter has diverted from the goals and objectives of the Society or has become inactive for a period in excess of one year, as ascertained by the Board of Directors.
SECTION 1. Industrial Affiliate.
Any business, society, organization within the grape or wine industries, or group actively associated with the grape or wine industries, shall be eligible for election as an Industrial Affiliate by the Board of Directors.
The Board of Directors shall establish dues and any other financial considerations required of Society affiliations and will prescribe the conditions, privileges, and limitations pertaining thereto.
The elective officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary-Treasurer, and six Directors.
The President shall preside at all annual business and other member meetings of the Society and of the Board of Directors. He or she shall have the power to call meetings of the Society and the Board of Directors and the duty of approving the agenda for such meetings. He or she shall be a member of and chair of the Executive Committee. He or she shall perform other duties and exercise other powers as the Board of Directors shall from time to time delegate to him or her.
In the absence of the President, the First Vice President shall perform all the duties and shall have all the powers normally conferred upon the President. He or she shall be a member of the Executive Committee during his or her term as First Vice President. He or she shall perform such other duties and shall have such other authority as the Board of Directors may from time to time assign to him or her.
In the absence of the President and the First Vice President, the Second Vice President shall perform all the duties and shall have all the powers normally conferred upon the President and the First Vice President. He or she shall be a member of the Executive Committee during his or her term of office. He or she shall perform such other duties and shall have such other authority as the Board of Directors may from time to time assign to him or her.
The Secretary-Treasurer shall be responsible for the following duties: (a) taking minutes at all Society and Board meetings, (b) act as Chairperson of the Membership Committee, (c) monitoring funds, securities, receipts, and disbursements of the Society (d) be a member of the Executive Committee and, (e) any other duties incident to the office of Secretary-Treasurer as assigned by the Board of Directors. If the Secretary-Treasurer is absent from any Board or Society meetings, the President will appoint an alternate to take minutes.
SECTION 6. Appointed Officers.
The Board of Directors may appoint other officers or agents to hold office for such periods of time, have such authority, and perform such duties as the Board of Directors may determine. These appointments may be based on nominations from Board members or the Nominating Committee may be directed by the Board to recommend potential candidates to the Board for approval. This may also include Board approval of the chief executive staff member to be an officer of the Society. The chief executive staff member shall be an employee of the Society hired by the Board of Directors, and shall act pursuant to delegated authority by the officers of the Society, to the Executive Committee and to the Board of Directors, and shall be responsible for the day to day management of the business of the Society.
Except as otherwise provided by nonprofit Corporation law of the State of California, the Articles of Incorporation for the Society, or by these Bylaws, the management of the general and financial affairs, business, and interests of the Society shall be vested in a Board of Directors, consisting of the President, First Vice President, Second Vice President, Secretary-Treasurer, six elected Directors, Science Editor, and the Technical Program Director.
The elected officers shall be elected by the procedures provided herein. The Secretary-Treasurer is to be elected for a three-year term. The Directors are to be elected for a three-year term, two to be elected each year. The Second Vice President is to be elected annually for a one-year term. After completion of his or her term as Second Vice President, and with the approval by a majority of the Board of Directors, he or she shall become First Vice President for a one-year term. After completion of his or her term as First Vice President, and with the approval by a majority of the Board of Directors, he or she shall become President for a one-year term. The terms of office of each elected officer shall start on July 1 of the year of election and continue until a successor shall qualify.
The Secretary-Treasurer and Directors are eligible for re-election for two consecutive terms only.
The Science Editor and Technical Program Director shall be appointed by the Board of Directors and each shall serve for a three-year term. The Board of Directors may re-appoint the Science Editor and the Technical Program Director to two additional terms. The Science Editor and the Technical Program Director may be appointed for more than two consecutive terms if confirmed by 10 of the 12 members of the Board of Directors.
The Board of Directors shall meet at least four times a year for regular meetings and at such other times as deemed necessary by the President. The President shall set the date and time of each regular meeting based on agreement of a majority of the Board and an agenda will be sent to all Board members prior to the meeting. Special meetings of the Board shall be called, with due notice, by the President or on written request by four members of the Board. Upon majority vote, the Board shall be entitled to adjourn anytime for purposes of reconvening a closed session consisting of only Board members and the chief executive staff member. Prior to adjourning into closed session, the topic(s) to be discussed shall be announced in general terms to members in attendance at such meeting.
Notice of the time and place of meetings of the Board of Directors shall be given to each Board member by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the Board member or to a person at the Board member’s office who would reasonably be expected to communicate that notice promptly to the Board member; (d) facsimile; (e) electronic mail; or (f) other electronic means. The method of Notice need not be the same for each Board member. All such notices shall be given or sent to the Board member’s address(es) (mail, electronic mail or other electronic means), telephone number or facsimile number as shown on the Society’s records. Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission (facsimile, electronic mail or other electronic means) shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the Society’s corporate office. The notice need not specify the purpose of the meeting.
Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply: (a) each member participating in the meeting can communicate concurrently with all other members, and (b) each member is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Society.
Notice of a meeting need not be given to any Board member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Board member who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
The Board of Directors as defined herein shall vote on questions brought before the Board. Other officers or agents appointed by the Board and persons invited by the Board may participate in Board meetings but shall not vote.
The Board of Directors may negotiate agreements, enter into contracts with individuals or groups, and authorize payment of fees for services rendered to the Society. It may authorize the employment of individuals not members of the Society to perform services for the Society and the policies to establish compensation, conditions, and requirements for such employment. It shall determine and authorize all expenditures stipulated elsewhere in these Bylaws.
The Board of Directors may delegate specific or general authority to the various officers, directors, executive staff members, or committees whenever necessary for the orderly and prompt performance of its functions, except that all policy matters of a nonrecurring nature shall always be the sole province of the Board. This will include an Executive Committee to act as authorized by the Board of Directors comprised of the President, First Vice President, Second Vice President, and Secretary-Treasurer as voting members and the chief executive staff member as a non-voting member.
During the intervals between meetings of the Board of Directors, the Executive Committee may exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the Society, except as to those powers and functions within the sole authority of the Board of Directors listed below. During the intervals between the meetings of the Board of Directors, the Executive Committee shall be authorized to make decisions and act on behalf of the Board of Directors without the prior authorization of the Board of Directors.
All actions of the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding such action. Regular minutes of the proceedings of the Executive Committee shall be kept. A majority of the members of the Executive Committee in office at that time shall be necessary to constitute a quorum and in every case an affirmative vote of a majority of the members of the Executive Committee present at the meeting shall be necessary for the taking of any action. The Executive Committee shall fix and establish its own rules of procedure and shall meet as provided by such rules and shall also meet at the call of its Chair or any other two members of its committee.
Notwithstanding any authority granted to the Executive Committee or any delegation of authority to any other person or committee, only the Board of Directors and/or the members under Article X, Section 4 shall have the authority to do any of the following under any circumstances:
a. Amend, alter, or repeal these Bylaws;
b. Adopt and amend the annual budget for the Society;
c. Elect, appoint, or remove any member, committee member, officer, chief executive staff member or director of the Society;
d. Amend the Articles of Incorporation of the Society;
e. Adopt a plan of merger or adopt a plan of consolidation with another corporation or entity;
f. Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Society;
g. Authorize the voluntary dissolution of the Society or revoke pending proceedings for the Society’s dissolution;
h. Adopt a plan of distribution of assets of the Society; or
i. Amend, alter, or repeal any resolution of the Board of Directors.
By November, the Board of Directors shall appoint a nominating committee each year. This committee shall consist of eight members of which at least one and not more than three are elected Board members and the rest are Professional members selected to represent an adequate cross-section of the Professional members. By the end of each calendar year, the Associate, Professional, Honorary Life and Emeritus membership shall be canvassed by mail requesting suggestions for possible nominees for Board positions that are open based on term completion. Results of the canvass will be turned over to the Nominating Committee and they shall be instructed to give due consideration to the suggestions received. The Nominating Committee will acquire the consent of the nominees and submit to the Board of Directors for approval by a majority vote a slate consisting of at least two candidates for each Board position to be vacated. The Board of Directors is bound to present these and only these nominees on the ballot. The time line for this process must ensure that the annual election results are announced to the membership prior to July 1 of each year.
The ballots, which will be sent to all Professional members, Emeritus members, and Honorary Life members will include biographies, and voting instructions. The Society shall distribute one written ballot to each member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission by the Society, and responses may be returned to the Society by electronic transmission that meets the requirements of California Corporations Code. The ballots shall be sent out at least 45 days prior to the Annual Meeting [National Conference]. The election shall be terminated 30 days after the distribution of the ballots. The ballots shall keep the voting members’ identity confidential. At the close of the election the Secretary-Treasurer and two additional Professional members of the Society appointed by the President shall count votes and/or supervise the counting of votes and shall report the vote count to the Board of Directors. The nominee receiving the largest number of votes for each of the positions of Secretary-Treasurer and Second Vice President shall be elected. The two nominees for the positions of Director, who receive the greatest number of votes, shall be elected. The entire slate of elected Board members shall be approved by a majority of the Board of Directors for the purpose of ratifying the vote of the members and to certify the validity of the election process.
In case of tie votes, the Board of Directors shall decide the action to be taken.
In case a vacancy occurs on the Board of Directors prior to the completion of the normal term of office, the vacancy shall be filled by the appointment of a qualified member by the Board of Directors. This appointment may be based on nominations from Board members or the Board may direct the Nominating Committee to recommend potential candidates to the Board for approval.
There shall be one standing committee of the Board of Directors: A Membership Committee. There shall be three standing committees of the Society: A Technical Program Committee, a Policy Committee, and a Publications Committee. Appointments to all such committees shall be subject to approval by the Board of Directors prior to invitation to serve on such committees.
The Technical Program Committee shall consist of the Technical Program Director as chair and additional members of the Society appointed by the Technical Program Director, with no less than two Board members which may include the Technical Program Director. The Technical Program Committee assumes responsibility for technical program development and related technical projects. The Committee will fully develop and oversee a program including technical projects such as: symposia, workshops, seminars, and sessions for the Annual Meeting [National Conference] or other conferences or seminars under the auspices of the Society, which shall be subject to regular reports to and approval by the Board of Directors.
The Membership Committee shall consist of two members of the Board of Directors appointed by the President with the Secretary-Treasurer as Chairperson of the committee. The purpose of the Membership Committee shall be to review information submitted on (a) applications by new members and on (b) review forms by members being reviewed for membership classification. The Membership Committee will advise the Board of Directors on the eligibility of persons applying for membership to the Society, as an Industrial Affiliate with the Society, or for reclassification of an existing membership.
The Policy Committee shall consist of three members of the Board of Directors and two Professional members of the Society; all shall be appointed annually by the President. The President shall designate the Chairperson.
It shall be the purpose of the Policy Committee to act in an advisory capacity to the Board of Directors in such policy matters as amendments, revisions, and additions to the Bylaws of the Society.
There shall be a Publications Committee as provided in Article XII, with the Science Editor as Chairperson. The Publications Committee will determine publications policy conditional upon Board approval.
The Awards Committee shall consist of five members of the Society with the immediate past President or an alternate designated by the Board as Chairperson. The other four members shall be appointed by the current President with at least one of the four being a member of the previous year’s Committee. These members will represent both industry and academic institutions. The Awards Committee will post a call for any awards as designated by the Board in a suitable format as determined by the Board. Any complete nominations submitted to the Awards Committee will be considered as candidates. The Chairperson of the Awards Committee will present their recommendation to the Board of Directors no later than July 31st if there is a recommendation. This will include a clear recommendation with one alternate and applicable biographical information will be provided.
Ad hoc committees may be composed and charged with responsibilities as the need is determined by the Board of Directors by a majority vote. However, in no event shall Ad hoc committees exercise any authority beyond the authority granted by the Board’s enabling resolution for the committee or any authority within the sole authority of the Board of Directors and/or members described in Article VI, Section 8.
The Board of Directors shall specify the annual dues and assessments of members and Industrial Affiliates. It shall determine reimbursement to be paid to Board members and the compensation policy for staff of the Society, but no member of the Board of Directors may vote on any question involving compensation to be paid to him or her. The Board of Directors shall approve and be responsible for a fiscal budget delineating all income and expenses for the Society’s overall operations including administration, publications, conferences and investments. It shall order an independent financial audit of the Society every third fiscal year and an annual independent financial review in interim years.
Payment of dues entitles members to receive all benefits of the Society except as noted in Article III, Section 7 and except as noted for Honorary Life members in Article III, Section 5.
The contributions of Industrial Affiliates, in support of the activities of the Society, shall in no case be less than the annual membership dues.
The fiscal year of the Society shall be from November 1 to October 31.
The Society shall hold a minimum of two scheduled meetings, each year, the time, place, and format to be determined by the Board of Directors.
a. An Annual Business Meeting for members.
b. A general scientific and professional meeting for the presentation of reports of research, technological developments, reviews, demonstrations, and may include industrial exhibits.
The time, place, and programs of the meetings shall be recommended by the Technical Program Committee under the direction of the Technical Program Director, subject to the approval of the Board of Directors, except that the program of the Annual Business Meeting may include any of the following:
a. Reports of officers
b. Reports of committees
c. Reports of staff
d. Miscellaneous and new business
e. Report of elections
Special meetings for members of the Society may be called by the President on written request in petition form signed by ten percent of the Professional, Honorary Life and Emeritus members in good standing.
Any formal action as defined in Section 7 of this article taken during a meeting of the membership, regular or special, supercedes any action of the Board of Directors.
A written notice of the Annual Business Meeting or special member meetings shall be given not less than 20 and not more than 90 days before the date of the meeting to each member. Such written notice may be given personally, by electronic transmission (facsimile, electronic mail or other electronic means) or by mail, or other means of written communication addressed to a member at the address(es) of the member appearing on the membership list of the Society. The Annual Meeting [National Conference] registration material is acceptable notice to members for the Annual Business Meeting. All such notices shall comply with California Corporations code.
a. A quorum of the Society members for the purpose of transacting business at the Annual Business Meeting shall be 30 percent (30%) of the Professional, Honorary Life and Emeritus members in good standing. Proxy votes shall be counted in determining the number of Professional, Honorary Life and Emeritus members (including members attending by proxy) in good standing present. A proxy vote shall be valid only when it consists of a legible written assignment of the vote of a Professional, Honorary Life or Emeritus member in good standing including his or her signature who is not present on the floor of the meeting and bearing the validated certification from the Secretary-Treasurer of the Society and assigned to another Professional, Honorary Life or Emeritus member of the Society. This proxy must be received by the Secretary-Treasurer prior to the day of the Annual Business Meeting.
b. A quorum of the Society for the purpose of transacting business at a special meeting shall be 25 percent (25%) of the Professional, Honorary Life and Emeritus members in good standing. Proxy votes shall be counted under the conditions given in Section (a) above.
c. A quorum of the Board of Directors shall consist of a majority of the membership of the Board.
d. A quorum of Committees, either standing or special, shall be a majority of the membership of the Committee members.
The Society shall publish a scientific journal named the American Journal of Enology and Viticulture.
The Publications Committee shall consist of the President, the Science Editor (as Chairperson), the Managing Editor as a non-voting member, and Associate Editors, as may be necessary for the proper functioning of the committee and other Professional members as appointed by the Board of Directors. Individuals who are not members of the Society may also serve as Associate Editor based on their expertise at the discretion of the Science Editor and President.
The Science Editor shall recommend to the Board of Directors the appointment of Associate Editors.
The Policy Committee of the Board of Directors shall receive and study any written proposals for amendments to the Bylaws of the Society and shall advise the Board of Directors in such matters.
A proposal for amendments or additions to the Bylaws may be presented in written petition form to the Board of Directors by any Professional, Honorary Life or Emeritus member of the Society in good standing.
If any such proposal meets with the approval of the Board of Directors, it shall be submitted to all Professional, Honorary Life and Emeritus members of the Society for a vote. A committee consisting of the Secretary-Treasurer and two Board of Director members shall count the ballots returned at the end of the 30-day period following the initial distribution of the ballots.
No amendment or addition to the Bylaws shall be ratified unless two thirds of the responding Professional, Honorary Life and Emeritus members approve the change. The Secretary-Treasurer shall promptly notify the membership of ratified amendments or additions.
Unless otherwise stipulated, any such proposal favorably voted by the Professional, Honorary Life and Emeritus membership shall go into effect at once.
SECTION 1. Procedure.
In the event dissolution of the Society appears desirable or necessary, the Board of Directors shall adopt a resolution recommending dissolution of the Society together with a plan for distribution of assets. The Secretary-Treasurer shall transmit the proposals to the voting members. The procedure for voting and the requirements for approval shall be the same as provided for in Article XIII for amending the Bylaws.
SECTION 2. Limitations on Distribution of Assets.
Upon the dissolution of the Society, any assets shall in first priority be applied to final payment and discharge of all liabilities and obligations of the Society. Any assets which are held under stipulations requiring their return, transfer, or conveyance upon dissolution of the Society shall be distributed in accordance with the requirements. Any remaining assets shall be conveyed to such organizations or institutions then existing within the United States of America which are dedicated to perpetuation of objectives similar to those of the Society and which are specified in the plan of distribution adopted by the Board of Directors, provided that such entities are tax exempt under Section 501(c) (6) of the Internal Revenue code as amended or under such succeeding provisions of the Code as may be in effect at the time of dissolution. No portion of the Society’s assets remaining after satisfying final operating obligations may be conveyed to any individual or to any profit-seeking organization or firm.
During any meeting of the Board of Directors or meeting of the members, the rules contained in ROBERT’S RULES OF ORDER by Henry M. Robert, shall be used to guide the parliamentary practice of the Society except as otherwise provided by nonprofit Corporation law of the State of California, the Articles of Incorporation of the Society, or these Bylaws.