Revised March 2001
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 - Technical Projects Director and Committee
Article XII - Publications Committee
Article XIII - Amendments to the Bylaws
Article XIV - Dissolution
Article XV - Rules of Order
SECTION 1.
The Society shall be a scientific and professional society called The American Society for Enology and Viticulture hereinafter referred to as the Society.
SECTION 2.
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 officers.
The objectives of the Society shall be to encourage, stimulate, support, and (under certain activities of the Technical Projects Committee) conduct research in enology or viticulture or other sciences directly applied to enology or viticulture. Furthermore, the objectives shall be to provide a forum for the presentation, discussion, and publication of such research and technological developments for the advancement of science and the promotion of the common welfare. The Society shall promote education in enology or viticulture and help ensure and maintain the highest standards of quality for such education and those so educated.
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.
SECTION 1.
There shall be the following classes 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 programs of study in enology, viticulture, or a field closely related thereto is eligible for Student membership. This class 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 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. 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 all applications and present them to the Board of Directors for approval. 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 classes 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:
- The chapters shall have written bylaws which are consistent with the Society bylaws.
- The chapter membership must consist of Society members and affiliates as described under Sections 2, 3, 4, 5, and 6 of this Article.
- The chapter shall meet at least once each year and submit the minutes of this meeting and any additional chapter meetings to the Society.
- 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.
- The Society Board of Directors by majority vote will charter a chapter when all chapter provisions of these bylaws have been fulfilled. 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 Chapter Liaison Committee.
ARTICLE IV
SOCIETY AFFILIATION
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.
SECTION 2.
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.
SECTION 1.
The elective officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary-Treasurer, and six Directors.
SECTION 2.
The President shall preside at all meetings of the Society and 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 perform other duties and exercise other powers as the Board of Directors shall from time to time delegate to him or her.
SECTION 3.
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. During his or her term as First Vice President, he or she shall act as General Program Chairperson for the Annual Meeting. 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.
SECTION 4.
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, during his or her term of office, act as Chairperson of Exhibits for the Annual Meeting. 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.
SECTION 5.
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) supervision over funds, securities, receipts, and disbursements of the Society and, (d) any other duties incident to the office of Secretary-Treasurer as assigned by the Board of Directors.
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.
SECTION 1.
Management of the 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 Projects Director.
SECTION 2.
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 of the Board of Directors, he or she shall become First Vice President for a one-year term. In a like manner he or she shall in turn 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.
SECTION 3.
The Secretary-Treasurer and Directors are eligible for re-election for two consecutive terms only.
SECTION 4.
The Science Editor and Technical Projects 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 Projects Director to two additional terms.
SECTION 5.
The Board of Directors shall meet at least twice a year and at such other times as deemed necessary by the President. The President shall set the date and time of each meeting and an agenda will be sent to all Board members prior to the meeting.
SECTION 6.
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.
SECTION 7.
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 establish compensation, conditions, and requirements for such employment. It shall determine and authorize all expenditures stipulated elsewhere in these Bylaws.
SECTION 8.
The Board of Directors may delegate specific or general authority to the various officers, directors, 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.
ARTICLE VII
NOMINATION AND ELECTION OF OFFICERS
SECTION 1.
By November 1, the Board of Directors shall appoint a nominating committee. 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 November 30, the Associate and Professional membership shall be canvassed by mail requesting suggestions for possible nominees for office. 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 by March 30 a slate consisting of at least two candidates for each office to be vacated. The Board of Directors is bound to present these and only these nominees on the ballot.
SECTION 2.
The ballots, which will be sent to all Professional members, Emeritus members, and Honorary Life members will include return envelopes, biographies, and voting instructions. The ballots shall be sent out at least 45 days prior to the Annual Meeting. The election shall be terminated 30 days after the mailing of the ballots. The ballots shall be opened and counted at the close of the election by the Secretary-Treasurer and two additional Professional members of the Society appointed by the President. The nominees receiving the largest number of votes for the offices of Secretary-Treasurer and Second Vice President shall be elected. The two nominees for the offices of Director, which receive the greatest number of votes, shall be elected.
SECTION 3.
In case of tie votes, the Board of Directors shall decide the action to be taken.
SECTION 4.
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.
ARTICLE VIII
COMMITTEES AND OFFICIALS
SECTION 1.
There shall be two standing committees of the Board of Directors: A Program Committee and Membership Committee. There shall be five standing committees of the Society: A Policy Committee, a Technical Projects Committee, a Publication Committee, a Chapter Liaison Committee, and an Awards Committee.
SECTION 2.
The Program Committee shall consist of the First Vice President as Chairperson, six Directors and the Chairpersons of any sessions deemed applicable by the Board of Directors. The Committee will formulate a program for the Annual Meeting which shall be subject to approval by the Board of Directors.
SECTION 3.
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 applications and advise the Board of Directors on the eligibility of persons applying for membership to the Society, and on the eligibility of organizations to become Industrial Affiliates.
SECTION 4.
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 matters as amendments, revisions, and additions to the Bylaws of the Society, publications policy, both editorial and financial, and the nature and format of the Annual Meeting.
SECTION 5.
There shall be a Technical Projects Committee as provided in Article XI, with the Technical Projects Director as Chairperson.
SECTION 6.
There shall be a Publications Committee as provided in Article XII, with the Science Editor as Chairperson.
SECTION 7.
The Chapter Liaison Committee shall consist of at least three Society Board Members appointed annually by the President (one of whom shall be named Chairperson by the President) plus one elected representative from each Society Chapter. The purpose of the Chapter Liaison Committee shall be to review and transmit to the Board of Directors all chapter matters that may affect the Society at large or require action by the Board of Directors, and to transmit to the Chapters, through the Chapter representatives, actions contemplated or taken by the Board of Directors.
SECTION 8.
The Awards Committee shall consist of five members of the Society with the immediate past President 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 designated awards in the American Journal of Enology and Viticulture. The call will seek nominations and a brief statement listing the nominee’s qualifications. Any complete nominations submitted to the Awards Committee will be considered as candidates. The Chairperson of the Awards Committee will present their selection to the Board of Directors no later than January 15th. A clear recommendation with one alternate and suitable biographical information will be provided.
SECTION 1.
The Board of Directors shall specify the annual dues and assessments of members and Industrial Affiliates. It shall determine the compensation, if any, to be paid to officials 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 when a new Secretary-Treasurer takes office and an annual independent financial review in interim years.
SECTION 2.
Payment of dues entitles members to receive all benefits of the Society except as noted for Honorary Life members in Article III, Section 5.
SECTION 3.
The contributions of Industrial Affiliates, in support of the activities of the Society, shall in no case be less than the annual membership dues.
SECTION 4.
The fiscal year of the Society shall be from November 1 to October 31.
ARTICLE X
MEETINGS AND QUORUMS
SECTION 1.
The Society shall hold a minimum of two scheduled meetings, each year, the time and place to be determined by the Board of Directors.
- An Annual Business Meeting.
- A general scientific and professional meeting for the presentation of reports of research, technological developments, reviews, demonstrations, and industrial exhibits.
SECTION 2.
The time, place, and programs of the meetings shall be recommended by the Program Committee under the direction of the First Vice President, subject to the approval of the Board of Directors, except that the program of the Annual Business Meeting may include the following:
- Reports of officers
- Reports of committees
- Reports of staff
- Miscellaneous and new business
- Report of elections
- Announcements
SECTION 3.
Special meetings of the Society may be called by the President on written request in petition form signed by ten percent of the Professional members in good standing.
SECTION 4.
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.
SECTION 5.
The Secretary-Treasurer shall send to each member notice of regular or special meetings at least 14 days prior to the schedule date.
SECTION 6.
Routine meetings of the Board of Directors shall be called by the President, in writing, with due notice. Special meetings of the Board shall be called, with due notice, by the President on written request in petition form by four members of the Board.
- A quorum of the Society for the purpose of transacting business at the Annual Business Meeting shall be 30 percent (30%) of the Professional members in good standing. Proxy votes shall be counted in determining the number of Professional members in good standing present. A proxy vote shall be valid only when it consists of a written assignment of the vote of a Professional member in good standing not present on the floor of the meeting and bearing the validated certification from the Secretary-Treasurer of the Society and assigned to a Professional member of the Society.
- A quorum of the Society for the purpose of transacting business at a special meeting shall be 25 percent (25%) of the Professional members in good standing. Proxy votes shall be counted under the conditions given in Section (a) above.
- A quorum of the Board of Directors shall consist of a majority of the membership of the Board.
- A quorum of other Boards and Committees, standing and special, shall be a majority of the membership of the Board or Committee members.
ARTICLE XI
THE TECHNICAL PROJECTS DIRECTOR AND COMMITTEE
SECTION 1.
The purpose and duties of the Technical Projects Director shall be to initiate, coordinate, and supervise technical projects of interest to the membership of the Society through the activities of the Technical Projects Committee. The Technical Projects Director shall submit for Board approval all actions recommended by the Technical Projects Committee.
SECTION 2.
The membership of the Technical Projects Committee shall consist of Professional members who are appointed by the President and Technical Projects Director and approved by the Board of Directors. Non-members may serve in ex-officio capacity at the discretion of the Technical Projects Director and President.
ARTICLE XII
PUBLICATIONS COMMITTEE
SECTION 1.
The Society shall publish a scientific journal named the American Journal of Enology and Viticulture.
SECTION 2.
The Publications Committee shall consist of the President as an ex officio member, the Science Editor (as Chairperson), the Managing Editor and Technical Editors, as may be necessary for the proper functioning of the committee and other Professional members as appointed by the Board of Directors.
SECTION 3.
The Science Editor shall recommend to the Board of Directors the appointment of Technical Editors.
SECTION 4.
The Board may direct solicitation of advertising for the Journal.
ARTICLE XIII
AMENDMENTS TO THE BYLAWS
SECTION 1.
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.
SECTION 2.
A proposal for amendments or additions to the Bylaws may be presented in written petition form to the Board of Directors by any Professional member of the Society in good standing.
SECTION 3.
If any such proposal meets with the approval of the Board of Directors, it shall be submitted to all Professional 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.
SECTION 4.
No amendment or addition to the Bylaws shall be ratified unless two thirds of the responding Professional members approve the change. The Secretary-Treasurer shall promptly notify the membership of ratified amendments or additions.
SECTION 5.
Unless otherwise stipulated, any such proposal favorably voted by the Professional 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.
SECTION 1.
During the Annual Business and special meetings, the rules contained in ROBERT’S RULES OF ORDER by Henry M. Robert, shall be used to guide the parliamentary practice of the Society, provided they are not inconsistent with the Bylaws of the Society.