AMMA Bylaws

Last updated: 7/27/2018

Contents

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.

Purpose: The organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Dissolution: Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

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:

    1. Promoting and celebrating the growing independent, traditional and innovative
      culture of American craft meaderies.
    2. Providing a unified voice to vigorously defend the mead industry through
      legislative and regulatory action.
    3. Fostering transparency within the Association.
    4. Supporting and encouraging the responsible enjoyment of mead.
    5. Providing stewardship for the mead industry.
    6. Educating mead makers and consumers about the diversity, flavor and quality of
      mead.
    7. Improving the economic health of American craft meaderies individually and
      collectively.
    8. Promoting ethical and legal trade practices.
    9. 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 each calendar year from each member’s individual signup date. 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 not less than
seven (7) members, and no more than fifteen (15) members, representing domestic
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 (3/4 vote from active board members), the Board may:

  1. Appoint, or remove any Board member or Association member
  2. Change the membership dues
  3. Amend, alter, or repeal these Bylaws
  4. Amend the Articles of Incorporation of the Association
  5. Adopt a plan of merger or adopt a plan of consolidation with another corporation
    or entity
  6. Authorize the sale, lease, or exchange of all or substantially all of the property or
    assets of the Association
  7. Authorize the voluntary dissolution of the Association or revoke pending
    proceedings for the Association’s dissolution
  8. Adopt a plan of distribution of assets of the Association
  9. Amend, alter, or repeal any resolution of the Board
  10. Expand or reduce the number of seats on the Board

By simple majority vote the Board shall have the authority to do any of the following
under any circumstances:

  1. Adopt and amend the annual budget for the Association and establish policies for
    organization expenditures;
  2. Create and eliminate Committees and/or task forces

SECTION 2. President

The President shall conduct all Board meetings and the annual business meeting. The
President shall approve meeting agendas, and have the authority to call meetings of
the Association and the Board. The President will present a yearly progress report to
the membership at each annual membership meeting as well as publish a Letter from
the President to the membership every September.

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.

SECTION 4. 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 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
Executive Director to ensure accountability and write a quarterly progress report.

SECTION 5. Treasurer

The Treasurer shall be responsible for managing funds, securities, receipts, and
disbursements of the Association as well as: submitting monthly financial statements
and verbal synopsis to the Board, submitting quarterly financial analysis 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, and the hiring
of professional services to assist with the preparation and submission of forms to the
IRS and state.

SECTION 6. Home Mead Making Community Liaison

This position will, starting in 2018, be appointed by the Home Governing Committee to
represent them on the Board of Directors.

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 Executive Director.

SECTION 7. 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.

SECTION 8. Small Industry Member (Producer of <40,000 gallons/year)

*TO BE REMOVED IN 2019
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.

SECTION 9. 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 10. Executive Director

The Executive Director is a paid employee appointed by and serving the Board in a nonvoting
role. Generally, He or She will:

  • Serve as the Association’s point of contact for media inquiries
  • Facilitate internal communication with each Board member and Committee
    Chairs monthly to resolve issues
  • Ensure forward progress of the Association
  • Prepare and distribute meeting agendas in a timely fashion before each
    scheduled Board meeting
  • Maintain good meeting order, according to Robert’s Rules of Order

SECTION 11. 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 12. 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.

Only AMMA members in good standing will be considered to serve on the Board of Directors. By election, the individual must be a paid member prior to election announcement. By appointment, the individual must be a paid member to be considered for appointment.

ARTICLE IV – NOMINATION AND ELECTION OF BOARD MEMBERS

SECTION 1.

By January 15th of each year, the Board shall convene a Nominating Committee
consisting of 3 members: (1) The Large Industry Member, (2) the Small Industry
Member (*replace with Secretary in 2019), and (3) Chaired by the Vice President. The
Committee shall canvass the Association’s eligible membership by email and/or website
& social media 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 February 1st, the Committee will publish and announce an
online election and suspend new membership signups until voting is complete.

SECTION 2.

Voting for the election shall be complete by midnight PST on February 15th, 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.

SECTION 3.

In case of tie votes or if there are no nominees for a position, the Board shall decide the
action to be taken by Super Majority Vote.

SECTION 4.

Election results will be certified and published by the Board by March 1st. Newly elected
Board members will assume authority once they are installed at the next Annual
Association Business Meeting in 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

Odd Years: President, Treasurer, Large Industry Member, Ex-Officio
Even Years: Vice President, Secretary, Home Mead Making Liaison

SECTION 7. Ex-Officio Appointment

The Ex-Officio position will be appointed by the Board by super majority vote in odd
years.

SECTION 8. Home Mead Making Liaison

The Home Mead Making Liaison position will be appointed by the AMMA Governing
Committee by super majority vote in even years.

ARTICLE V – COMMITTEES

SECTION 1.

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 disburse monies or enter into
contracts unless otherwise authorized by the Board.

With the exception of the Governing Committee, 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 by simple
majority vote.

Only AMMA members in good standing will be considered to serve on Committees.

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 Executive Director, who will in turn communicate to the
board.

ARTICLE VI – FINANCES

SECTION 1.

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.

SECTION 2.

The fiscal year of the Association shall be from January 1 to December 31.

SECTION 3.

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 monthly Board meetings, with a minimum of four Board
meetings conducted 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:

  1. Roll Call – Secretary (must have a quorum of 3/4 active members to continue)
  2. Call to Order – President
  3. Board Reports
  4. President
  5. Vice President
  6. Secretary
  7. Treasurer
  8. Discussion and Action Items (a vote is required)
  9. Discuss, amend and approve Board meeting minutes
  10. Other order of Action
  11. Other order of Action, etc.
  12. Committee Reports
  13. Agenda Items to be Considered for Next Meeting (include date)
  14. Adjournment – President

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 month’s notice. The notice shall state the time and place
of the meeting and will also be posted on the Association website and any other
relevant social media accounts.

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 3/4 of active 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 monthly, but 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

Board members are expected to attend all scheduled Board meetings. At the Board’s
discretion, a Board member that is absent for two (2) or more regularly scheduled
meetings within a calendar year may be removed from his or her position by means of a
Super Majority Vote.

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

 

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