ARTICLE I

Section 1.01. Name

The name of the Corporation is Iowa Wine Growers Association, Inc. The Corporation is an independent, nonprofit, nonpartisan group referenced in the Articles of Incorporation and formed according to Chapter 504A of the 1999 Code of Iowa.

Section 1.02. Location

The principal office of this Corporation shall be the Registered Agent as stated in the Articles of Incorporation Article IV.

Section 1.03. Organizational Area

The organizational area where the Corporation targets its resources shall be the State of Iowa.

ARTICLE II
Section 2.01. Purpose

The purpose for which this corporation is formed are stated and set forth in Article III of the Articles of Incorporation.

ARTICLE III
Section 3.01 Membership

There shall be (3) classes of members as follows:

1. Grower Members shall include persons whose grapes are grown within the State of Iowa. To be considered a Grower Member, the member’s grapes must be planted for commercial purposes. Processor Members shall include persons who operate facilities that add value to grapes. Such facilities and operations include, but are not limited to juice extraction, wineries, or food production. To be considered a Processor Member, the members operations shall be of a commercial nature.
2. Affiliate Members shall include any individual, business, corporation, or organization that has an interest in Iowa viticulture, grape related products, or processes and are not otherwise eligible to be members of the corporation.
3. An individual, business, or organization shall hold only one class of membership at a time and all memberships shall be granted upon approval of the Secretary under the authority of the Board of Directors and the timely payment of such dues and fees as the Board of Directors may fix from time to time.

Section 3.02. Dues

The Board of Directors may establish a dues structure and, from time to time, amend such dues for the various classes of members. The dues shall coincide with the Fiscal Year of the Corporation.

Section 3.03. Good Standing

Those members who have paid the required dues and fees in accordance with these bylaws and who are not suspended shall be members in good standing.

Section 3.04. Causes of Termination

A membership shall terminate on occurrence of any of the following events:

• Resignation of the member on reasonable notice to the corporation;
• Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board;
• Failure of the member to pay dues or fees as set by the board within ninety (90) days after they become due and payable;
• Member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation as determined by the Board of Directors.

Section 3.05. Voting

Grower Members and Processor Members that are current in the payment of dues are entitled to vote at the Annual Meeting and other such meetings where a vote of the membership is required or desired. Affiliate Members are not entitled to vote at a meeting of members. However, an Affiliate Member may serve as a Director on the Board of Directors, if elected to that position by the voting membership or appointed to that position by the Board of Directors as described in these Bylaws. As such, the Affiliate Member serving as a Director shall equally participate in any activity of the Board of Directors, including voting and serving as an officer.

All members, voting and non-voting, shall have the right to speak at a meeting of the membership.

Section 3.06. Members Meeting Notice and Quorum

A quorum of the members shall consist of a majority of the members that are present at any duly called meeting of the membership. A duly called meeting shall be set and called by the Board of Directors, with all members given a 10-day notice. The Board of Directors shall call a meeting of members within 45 days if a majority of the voting membership petitions the Board of Directors for a meeting of members.

ARTICLE IV
Section 4.01. Board of Directors

The initial Board of Directors shall be as provided for in Article VIII in the Articles of Incorporation.

Section 4.02. Election of Officers

The Board of Directors at its first meeting and subsequently at the Annual Meeting, or the first Board of Directors meeting following the Annual Meeting, shall elect officers. Officers of the Corporation shall consist of a president, vice president, secretary, and treasurer. The Offices of Secretary and Treasurer may be combined. The Board may elect or appoint such other officers, advisors, and ex-officio members as it may deem desirable, such officers have the authority and perform duties prescribed, from time to time by the Board of Directors.

President
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all the business and affairs of the Corporation. He/she shall preside over meetings of the members and of the Board. He/she may sign, with attestation of the Secretary or any other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, these Bylaws, or statute to some other officer or agent of the Corporation and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

Vice President
In the absence of the President in the event of his/her inability or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties from time to time as assigned to him by the President or the Board.

Secretary
The Secretary shall keep the minutes of the meetings of the Board in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; shall in general perform all duties incident to the office of Secretary and such other duties as time to time may be assigned by the President or the Board.

Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, shall receive and give receipts for monies due and payable to the Corporation from any source; shall deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; shall in general perform all duties from time to time as may be assigned by the President or the Board.

Section 4.03. Vacancy

Any vacancy occurring in the Board of Directors shall be filled by majority vote of the remaining Board of Directors.

Section 4.04. Board of Directors Quorum

A quorum of the Board of Directors shall consist of four (4) Directors. If a quorum is not present at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting.

Section 4.05. Number, Tenure and Qualifications

The initial number of the Board of Directors shall be stated in Article VIII in the Articles of Incorporation. The Board of Directors may choose to amend these Bylaws to provide for fewer or additional Directors. Members of the Board of Directors shall continue to serve as Directors of the Corporation until their resignation, death, removal, or until their term expires. The term of a Director shall be three (3) years, except as stated below. Approximately one third of the initial Board of Directors terms shall expire after year one, year two and year three. Expired positions shall be elected by the membership at the Annual Meeting. The Board of Directors, at their first meeting, shall designate which Directors terms shall expire according to the above schedule.

Section 4.06. Compensation

Directors shall receive no pay for their services as Directors; however, they may be reimbursed for travel and other reasonable expenses incurred, as authorized by the Board of Directors.

Section 4.07. Removal from Office

A Director may be removed from the Board for cause, by the vote of not less than two-thirds (2/3) of the Directors present at a meeting of the Directors, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the Director has been informed in writing of the charges preferred against him/her at least ten days before such hearing. The Director shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of a Director shall be filled by majority vote, which may be taken at the same meeting at which removal takes place.

Section 4.08. Manner of Acting

The act of the majority of the Directors present at a meeting, which a quorum is present, shall be the act of the Board, unless act of a greater number is required by law or these Bylaws. The Board may also act by written consent or approval of all the Directors of the Corporation setting forth the action taken.

Section 4.09. General Powers

The Corporation is organized according to Chapter 504A of the Code of Iowa. Accordingly, the Corporation has full authority to conduct activities in accordance with lawful purposes as contained within the Code of Iowa, related legislation and regulations; restricted only by the Corporation’s Articles of Incorporation and Bylaws.

ARTICLE V
Section 5.01. Order of Business

The order of business at any regular or special meeting of the members of the Board shall be:

1. Reading and approval of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.

Section 5.02. Parliamentary Procedure

On questions of parliamentary procedure not covered in these Bylaws, a ruling by the President shall prevail.

ARTICLE VI
Section 6.01. Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July and shall end on the last day of June in each year.

Section 6.02. Annual Meeting

The Annual Meeting of the Corporation shall be held at a time and place designated by the Board of Directors.

ARTICLE VII
Section 7.01. Waiver of Notice

Whenever any notice is required to be given under the provisions of the statutes of said State, the Articles of Incorporation, or Bylaws of the Corporation, a waiver thereof in writing signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VII
Section 8.01. Repeal or Amendment of Bylaws

These Bylaws may be repealed or amended by a majority vote of Board of Directors at any regular meeting of the Board, or at any special meeting of the Board called for such purpose, at which quorum is present.

The undersigned Secretary of the Corporation identified in the foregoing Bylaws does here certify that the foregoing Bylaws were duly adopted by the Board of Directors of said Corporation, as Bylaws of said Corporation, on the ____ day of ______, 2000 at the organizational meeting of the Board of Directors, and that they do now constitute the Bylaws of said Corporation.

Secretary_____________________________