ARTICLE I – AMMA DEFINED
SECTION 1. Name
The American Mead Makers Association, Inc. is a professional, scientific and educational nonprofit corporation, hereinafter referred to as the Association or AMMA. The Association shall make decisions for its operations and administration based on these Bylaws.
SECTION 2. Mission Statement
The AMMA is an industry voice for meaderies within, or doing business in the United States. This voice is communicated through the press, marketing activities, public relations and by working on legislative issues. We support research and advances in safety, sustainability, education, technology and raw materials related to mead making. Political influence is exercised to secure fair legislative and regulatory treatment. We are committed to assisting meaderies in producing quality meads by cultivating new ideas, publishing information on best practices and supporting competitions. AMMA believes in promoting the living and active mead culture which is thriving among craft meaderies, home mead makers, and mead enthusiasts.
SECTION 3. Core Values:
- Promoting and celebrating the growing independent, traditional and innovative culture of American craft meaderies.
- Providing a unified voice to vigorously defend the mead industry through legislative and regulatory action.
- Fostering transparency within the Association.
- Supporting and encouraging the responsible enjoyment of mead.
- Providing stewardship for the mead industry.
- Educating mead makers and consumers about the diversity, flavor and quality of mead.
- Improving the economic health of American craft meaderies individually and collectively.
- Promoting ethical and legal trade practices.
- Building relationships and collaborating with our industry partners.
ARTICLE II – MEMBERSHIP AND DUES
SECTION 1. Description of Memberships
The following classifications of Association memberships include: Corporate, Trade, Individual, International and Lifetime. The Board of Directors will set the fee structure and can change it on an annual basis.
SECTION 2. Corporate Members
Any commercial winery that makes one or more meads as part of their product line. One employee/owner will be identified as the primary representative and will be the sole voting person for their membership. Dues cover up to five employees as named by the company.
SECTION 3. Trade Members
Any business or organization that provides products or services to the mead industry. Trade members will receive special member benefits.
SECTION 4. Individual Members
This membership is for the home mead maker or other individual who wishes to support the mead industry. Individual Members will receive special member benefits.
SECTION 5. Lifetime Members
Any individual or corporation who has been approved by the previous bylaws as Lifetime Members. These members are grandfathered into the current and any future bylaws. However, no new Lifetime Memberships will be honored.
SECTION 6. Membership Privileges.
All members in good standing are entitled to Association privileges, are eligible to serve on Committees, vote in Board elections, shall be entitled to use the Association logo in marketing or in identifying themselves as a member of the Association, and will be invited to attend the annual business meeting.
SECTION 7. Membership Applications & Dues.
Any person or corporation wishing to become a member of the Association shall complete a membership application and pay the associated dues on-line. Annual renewals are due January 1st of each calendar year. No grace periods will be honored.
ARTICLE III – BOARD AUTHORITIES AND POSITIONS
SECTION 1. Authorities
The elected Board, hereafter be referred to as “the Board”, shall consist of 11 members representing domestic and international mead making interests, as defined below. Term limits are two years and no elected Board member may serve more than two consecutive terms in the same position.
By majority vote, the Board may negotiate agreements, enter into contracts with individuals or groups, and authorize payment of fees for services rendered to the Association. It may authorize the employment of individuals to perform services for the Association and establish the policies for compensation, conditions, and requirements for such employment. It shall determine and authorize all expenditures stipulated elsewhere in these Bylaws.
By Super Majority Vote (8 out of 11 votes), the Board may:
- Appoint, or remove any Board member or Association member
- Change the membership dues
- Amend, alter, or repeal these Bylaws
- Amend the Articles of Incorporation of the Association
- Adopt a plan of merger or adopt a plan of consolidation with another corporation or entity
- Authorize the sale, lease, or exchange of all or substantially all of the property or assets of the Association
- Authorize the voluntary dissolution of the Association or revoke pending proceedings for the Association’s dissolution
- Adopt a plan of distribution of assets of the Association
- Amend, alter, or repeal any resolution of the Board
By simple majority vote the Board shall have the authority to do any of the following under any circumstances:
- Adopt and amend the annual budget for the Association and establish policies for organization expenditures;
- Create and eliminate Committees and/or task forces to be made up of at least one board member.
SECTION 2. President
The President shall conduct all Board meetings and the annual business meeting. The President shall
approve meeting agendas, serve as the point of contact for the media, and have the authority to call meetings of the Association and the Board. The President will submit a quarterly progress report to the Sergeant at Arms and write a Letter from the President in each quarterly journal issue.
SECTION 3. Vice President
In the absence of the President, the Vice President shall perform all the duties of the President. In addition, the Vice President shall also serve as the Chair of the Nominating Committee and will submit a quarterly progress report to the Sergeant at Arms.
SECTION 4. Sergeant at Arms
The Sergeant at Arms will ensure all bylaws and traditions are respected by everyone. It is the responsibility of the Sergeant at Arms to make sure certain parliamentary procedures are followed, according to Robert’s Rules of Order. He or she will assist the President in maintaining good order and discipline at all Association meetings and functions. Also, any proposed bylaw changes, complaints, or suggestions for consideration by the Board will be submitted to the Sergeant at Arms.
The Sergeant at Arms will facilitate internal communication with each Board member and Committee Chairs monthly to resolve issues and to ensure forward progress. A quarterly progress report from each board member (Except the Ex-Officio) and Committee Chairs will be forwarded to the Secretary to be included in the next Board Meeting. The Sergeant at Arms will submit a quarterly progress report to the Secretary.
SECTION 5. Secretary
The Secretary shall be responsible for taking minutes and distributing minutes at all Association and Board meetings, as well as preparing and distributing meeting agendas. If the Secretary is absent from any Association or Board meetings, the President will appoint an alternate to take minutes. The Secretary will assemble progress reports received from the Sergeant at Arms, edit as necessary and present at board meetings. The Secretary will maintain the Association calendar of events, due dates, action items, elections and any other pertinent time-lines. The Secretary will forward reminders of critical activities to the Sergeant at Arms to ensure accountability and write a quarterly progress report.
SECTION 6. Treasurer
The Treasurer shall be responsible for managing funds, securities, receipts, and disbursements of the Association as well as: Submitting a monthly financial report to the Board, submitting an end of year finance report and a proposed budget for the next year at the annual meeting, collect membership dues, maintaining the bank account, submitting a quarterly progress report to the Sergeant at Arms, and the hiring of professional services to assist with the preparation and submission of forms to the IRS and state.
SECTION 7. International Liaison
The International Liaison will own or work for a commercial meadery located outside of the United States. He or she will serve as the point of contact for all international meaderies wishing to communicate with the Association, promote AMMA membership and activities outside of the United States, and report on international meadery issues to AMMA. He or She will submit a quarterly progress report to the Sergeant at Arms.
SECTION 8. Home Mead Making Community Liaison
The Home Mead Making Community Liaison will not be employed by a commercial meadery and will serve as the point of contact for all individual AMMA members, promote AMMA membership and activities to home mead makers and clubs, and report on amateur mead making issues to AMMA. He or She will submit a quarterly progress report to the Sergeant at Arms.
SECTION 9. Industry Liaison
The Industry Liaison will own or work for a commercial meadery. He or She will maintain (Association paid) memberships with other craft beverage trade organizations such as the Brewer’s Association, Wine America, etc. They will serve as the point of contact with the craft beer, cider, distilling and wine making communities as they build relationships and promote mead. He or She will submit a quarterly progress report to the Sergeant at Arms.
SECTION 10. Large Industry Member (Producer of >40,000 gallons/year)
The Large Industry Member will own or work for a large commercial meadery and will serve as the point of contact for all commercial meaderies making over 40,000 gallons of mead per year. They will promote AMMA membership and activities to large meaderies and report on issues pertaining to larger producers. He or She will submit a quarterly progress report to the Sergeant at Arms.
SECTION 11. Small Industry Member (Producer of <40,000 gallons/year)
The Small Industry Member will own or work for a small commercial meadery and will serve as the point of contact for all commercial meaderies making under 40,000 gallons of mead per year. They will promote AMMA membership and activities to start-up and small meaderies and report on issues pertaining to smaller producers. He or She will submit a quarterly progress report to the Sergeant at Arms.
SECTION 12. Ex-Officio
The Ex-Officio is a voting board member appointed by the board to serve in a consulting position. The Ex-Officio previously served as an elected board member and their experience will offer continuity and advice on issues to the current board.
SECTION 13. Vacancies.
In the event that an elected board position becomes vacant for whatever reason, the Board shall appoint an individual to fill said vacancy except when the President position becomes vacant. The Vice President will become President and the Board will fill the Vice President’s vacant seat by appointment. The person appointed shall assume all the rights, duties and responsibilities of the appointed office for the remainder of the term. Any appointment whose service is less than one year shall not count against that person for term limits as prescribed in this Article.
SECTION 14. Restrictions
No elected Board member may be living within the same household as any other Board member. Additionally, to ensure diversity among Board members, no elected Board members may work for the same company.
ARTICLE IV – NOMINATION AND ELECTION OF BOARD MEMBERS
By October 1 of each year, the Board shall convene a Nominating Committee consisting of 3 members: (1) The Large Industry Member, (2) the Small Industry Member, and (3) Chaired by the Vice President. The Committee shall canvass the Association’s eligible membership by email requesting suggestions for possible nominees for Board positions that are open based on term completion. Results of the canvass will be reviewed by the Nominating Committee. By December 1st, the Committee will publish and announce an online election.
Voting for the election shall be complete by midnight on December 15, at which time the Nominating Committee shall count the votes and report the results to the Board. The nominee receiving the largest number of votes for each of the positions to be vacated shall be the elected Board Member. Ballots shall keep the voting members’ identity confidential.
In case of tie votes or if there are no nominees for a position, the Board shall decide the action to be taken.
Election results will be certified and published by the Board by December 31. Newly elected Board members will assume authority once they are installed at the next Annual Association Business Meeting the following March.
SECTION 5. Transition
All outgoing Board Members shall hand off the provisions of their position to the incoming Board Members, in person, at the Annual Association Business Meeting. This includes but is not limited to documents, passwords, contacts, banking information, etc. If the outgoing or incoming Board Member cannot make the Annual Association Business Meeting, the provisions must be relinquished and delivered one week prior to the Annual Association Business Meeting.
SECTION 6. Election Timeframe
Even Years: President, Secretary, Treasurer, Large Industry Member, Small Industry Member, Ex-Officio
Odd Years: Vice President, Sergeant at Arms, International Liaison, Home Mead Making Liaison, Industry Liaison
ARTICLE V – COMMITTEES
There shall be regular Committees of the Association as needed and defined by the Board of Directors. Except where otherwise specified in these bylaws, all Committees are advisory to the Board and shall have no authority to disperse monies or enter into contracts unless otherwise authorized by the Board.
Appointments to all such Committees shall be subject to approval by the Board prior to invitation to serve on such Committees. Chairpersons for Committees will be appointed by the Board.
There is no limit to the length of time Committee members may serve. Each Committee shall fix and establish its own rules of procedure except as otherwise provided in these bylaws 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. Committees will keep minutes of each meeting to be filed with the Secretary. The Committee Chairperson will then communicate to the Board.
ARTICLE VI – FINANCES
The Board of shall specify the annual dues and assessments of members based on recommendation from the membership. It shall determine reimbursement to be paid to Board members and the compensation policy for full time staff of the Association, but no member of the Board may vote on any question involving compensation to be paid to him or her. The Board shall approve and be responsible for a fiscal budget delineating all income and expenses for the Association’s overall operations including but not limited to administration, publications, conferences and investments. It shall order an independent financial audit of the Association every other calendar year and an annual independent financial review in interim years.
The fiscal year of the Association shall be from January 1 to December 31.
The board shall review and approve/reject all institutions utilized by the association for banking or investing services.
ARTICLE VII – MEETINGS AND QUORUMS
SECTION 1. Rules of Order
During any formal meeting of the Association, Robert’s Rules of Order by Henry M. Robert shall be used to guide the parliamentary practice of the Association.
SECTION 2. Board Meetings
The Association shall conduct a minimum of four Board meetings annually. The time, place, meeting format and agenda items for each board meeting shall be recommended by the Secretary and approved by the President. The agenda format shall conform to the following template:
- Roll Call – Sergeant at Arms (must have a quorum of 6 to continue)
- Call to Order – President
- Board Reports
- Vice President
- Discussion and Action Items (a vote is required)
- Discuss, amend and approve Board meeting minutes of (DATE) (attachment V. a.)
- Other order of Action
- Other order of Action, etc.
- Committee Reports
- Agenda Items to be Considered for Next Meeting (include date)
- Adjournment – Sergeant at Arms
SECTION 3. Annual Association Meeting
The Association shall hold an Annual Business Meeting open to all members of the Association. Notice of the Annual Association Meeting shall be given to each member by email with no less than one months’ notice. The notice shall state the time and place of the meeting and will also be posted on the Association website.
SECTION 4. Special Meetings
Special meetings for members of the Association, including the Board, may be called by the President on written request. The time, place, meeting format and agenda items for each special meeting shall be recommended by the Secretary and approved by the President. Notice of the special meeting shall be given to each member by mail, phone or electronic means. The notice shall state the time and place of the meeting
SECTION 5. Quorum
A quorum of six (6) Board members for transacting business at meetings shall be required to ratify any votes. Proxy votes shall be counted by determining the number of 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 member in good standing.
The Board shall meet at least four times a year for regular business meetings and at such other times as deemed necessary by the President. At least one of these meetings will be face-to-face. 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. 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.
SECTION 6. Board Meetings
Notice of the time and place of meetings of the Board shall be given to each Board member by email allowing enough time for the Board member to receive the notice and to respond. The notice shall state the time of the meeting and the place. The notice need not specify the purpose of the meeting.
SECTION 7. Meeting Participation
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 Association.
SECTION 8. Voting
The Board as defined herein shall vote on motions brought before it. Other officers or agents appointed by the Board and persons invited by the Board may participate in Board meetings but shall not vote. Each voting member of the board will receive one vote, and may decide to vote by proxy if it is established before the meeting, and delivered to the Secretary according to proxy voting rules which will be determined by the Board.
ARTICLE VIII – DISSOLUTION
SECTION 1. Procedure.
In the event dissolution of the Association appears desirable or necessary, the Board shall adopt a resolution recommending dissolution of the Association together with a plan for distribution of assets. The Secretary and Treasurer shall transmit the proposals to the Board.
SECTION 2. Limitations on Distribution of Assets.
Upon the dissolution of the Association, any assets shall in first priority be applied to final payment and discharge of all liabilities and obligations of the Association. Any assets which are held under stipulations requiring their return transfer, or conveyance upon dissolution of the Association 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 Association and which are specified in the plan of distribution adopted by the Board, 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 Association’s assets remaining after satisfying final operating obligations may be conveyed to any individual or to any profit-seeking organization or firm.
Debts will be paid. Remaining Dues will be equally refunded to members in good standing. Remaining Assets will be distributed to a tax exempt entity