FIFTH AMENDED AND RESTATED BYLAWS OF OREGON WINE ADVOCACY COUNCIL doing business as the OREGON WINEGROWERS ASSOCIATION. EFFECTIVE January, 2015

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1 FIFTH AMENDED AND RESTATED BYLAWS OF OREGON WINE ADVOCACY COUNCIL doing business as the OREGON WINEGROWERS ASSOCIATION EFFECTIVE January, 2015 These Fifth Amended and Restated Bylaws of Oregon Wine Advocacy Council (the Corporation ), an Oregon nonprofit corporation doing business as the Oregon Winegrowers Association, are intended to conform to the mandatory requirements of ORS Chapter 65, the Oregon Nonprofit Corporations Act (the Act ). Any ambiguity arising between these Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act. These Bylaws shall be effective beginning January, ARTICLE I PURPOSE The Corporation is organized exclusively to carry on and promote common business interests within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 and as the same may hereafter be amended (the Code ). The primary purposes of the Corporation shall be to represent and advocate for the membership on matters of mutual statewide interest on any matter not excluded by law; to encourage the development of wine grape growing and wine making in Oregon and to promote scientific, educational, and business efforts in connection therewith; to assist the membership, without profit to the Corporation, in promoting the demand for vinifera grapes produced in Oregon and Oregon wine products; and to serve as a liaison and representative body for the industry to other boards or associations, whether elected or appointed, with the partial or sole function of advancing the interests of the wine grape growing and wine making industry in Oregon. As used in these Bylaws, wine grape growing means the cultivation in commercial quantities of vinifera grapes in Oregon, and wine making means the ownership and control of or the management of a licensed winery in Oregon. 1. Constitution of Membership. ARTICLE II MEMBERSHIP This Corporation shall have members (each a Member and, collectively, the Members or the Membership ). Members of the Corporation shall be those persons, qualified as set forth below, who support the Corporation through the payment of dues. BYLAWS - Page 1

2 2. Classes of Membership. This Corporation shall have three (3) classes of Members: Professional Members, Service Members, and Advocate Members. The criteria and procedures for admission of Members of each class shall be as set forth below. a. Professional Members: Professional Members shall be individuals or legal entities having wine grape growing and/or wine making business operations within the State of Oregon. Only one (1) membership shall be permitted for each such business. Professional Members shall support the purposes of the Corporation. b. Service Members: Service Members shall be individuals or legal entities who offer goods or services to or for the Oregon wine grape growing or wine making industry (such as vendors, professional service providers, wine brokers and members of the wholesale wine trade, and the like), and who do not meet the qualifications for Professional Membership. Service Members shall support the purposes of the Corporation. c. Advocate Members: Advocate Members shall be individuals or legal entities who have an interest in the Oregon wine grape growing or wine making industry (such as wine consumers and home winemakers, college and university faculty and students, retired, relocated, or emeritus industry members, sommeliers, wine stewards, and members of the retail wine trade, and the like), and who do not meet the qualifications for Professional Membership or Service Membership. Advocate Members shall support the purposes of the Corporation. 3. Dues. a. All Members of every class shall consent to their membership in the Corporation by payment of annual dues. Annual dues and special assessments of the Membership shall be determined by the Board of Directors. If the Board of Directors takes no action to change or otherwise modify the annual dues, the dues structure shall remain the same as for the preceding year. b. Any Member whose dues are not paid at least annually shall automatically be considered to have resigned as a Member of the Corporation. 4. Privileges of Membership. a. All Professional Members of record in good standing may vote in person, which includes persons participating by remote communication, or by proxy on such matters requiring approval of the Members under the Act, the Articles of Incorporation or these Bylaws. Service Members and Advocate Members have no voting privileges in the Corporation. b. Only Professional Members of record in good standing may serve on the Board of Directors or hold office in the Corporation. Service Members and Advocate Members may not serve on the Board of Directors or hold office in the Corporation. BYLAWS - Page 2

3 c. No Member may be expelled or suspended, and no Membership may be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. The decision whether to expel, suspend, or terminate a Member shall be determined by the Board of Directors. d. Members may inspect or copy records of the Corporation as provided by the Act. 5. Annual Meeting. Professional Members shall hold a meeting at least once each calendar year, or more often as necessary, for the purpose of ratifying the Directors as set forth in Article III, Section 2.b below and transacting such other business as may be properly brought before the meeting. The Board of Directors shall designate such date, time and place as it may choose for such meetings. Service Members and Advocate Members may be invited at the discretion of the Board of Directors, but are not entitled to notice and shall not be entitled to vote. A notice of the agenda for the meeting shall be prepared by the President and, except as otherwise required by law, shall be given to all Professional Members not fewer than ten (10) days prior to the proposed meeting. The agenda may be amended at the meeting. 6. Special Meetings. Special meetings of the Professional Members may be called by the President, the Board of Directors or upon the written request of 15% of the Professional Members addressed to the President. The purpose of the meeting shall be included in the call, and, except as otherwise required by law, not more than ninety (90) days nor fewer than ten (10) days written notice must be given to the Professional Membership. Service Members and Advocate Members may be invited at the discretion of the Board of Directors, but are not entitled to notice and shall not be entitled to vote. The location and time of the meeting shall be set by the President. The President shall call the special meeting within ninety (90) days of receipt of a valid written request of 15% of the Professional Members. 7. Notice. Written notice of the date, time, place and matters to be approved or purpose of the meeting of the Members shall be given to each Professional Member at least ten (10) days but not more than ninety (90) days before the meeting, unless otherwise required by law. Any notices required to be given pursuant to these Bylaws or the Act may be delivered in person or by regular mail, express mail, courier, electronic mail, or other means of confirmed transmission. 8. Waiver of Notice. a. A Professional Member may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the Member entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. BYLAWS - Page 3

4 b. The attendance of a Professional Member at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened or where the Member objects to the consideration of a particular matter not within the purpose of the meeting notice when presented. 9. Quorum and Voting. a. Those votes of Professional Members represented, in person, including persons participating by remote communication, or by proxy, at a meeting of Professional Members shall constitute a quorum. If a quorum is present, the affirmative vote of the majority of the Professional Members represented and voting shall be the act of the Membership. b. Each Professional Member shall be limited to one (1) vote on matters voted on by the Membership. Service Members and Advocate Members have no voting privileges in the Corporation. 10. Action by Written Ballot. a. Any action which may be taken at an annual or special meeting of the Members may be taken without a meeting if the Corporation delivers a written ballot to every Professional Member entitled to vote on the matter. The written ballot shall set forth the proposed action and shall provide an opportunity to vote for or against the proposed action. A written ballot may be delivered and returned in person or by regular mail, express mail, courier, electronic mail, or other means of confirmed transmission as authorized by the Board of Directors. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve such matter, and specify a reasonable time and manner by which the ballot must be received by the Corporation in order to be counted. b. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action, and the number of approvals cast by ballot equals or exceeds the number of votes that would be required to approve the matter at such meeting. 11. Vote by Proxy. A Professional Member may appoint a proxy to vote or otherwise act for the Member. The proxy must be a Professional Member. An executed proxy may be transmitted to the Corporation in person or by regular mail, express mail, courier, electronic mail, or other means of confirmed transmission. A proxy shall be valid only if executed and dated within eleven (11) months of the date of the meeting at which the proxy vote is cast. A proxy is valid for eleven (11) months unless a different period is expressly provided in the appointment or unless revoked by the member. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes. BYLAWS - Page 4

5 12. Remote Communication and Voting. A Professional Member not physically present at a meeting may participate in a meeting by remote communication, provided the Board of Directors authorizes participation by remote communication and the Corporation has taken measures to: (i) verify that a person participating in the meeting by remote communication is a Professional Member; and (ii) ensure that such Professional Member may participate in the meeting by remote communication in an effective manner. A notice of a meeting at which the Board of Directors authorizes participation by remote communication shall state that the Board of Directors authorizes participation by remote communication and shall describe how a Professional Member may notify the Corporation of the Professional Member s intention to participate remotely. A Member participating in a meeting by remote participation shall be considered to be present in person at such meeting. 13. Record Date. The record date for determining Professional Members entitled to notice of any meeting of the members of the Corporation, to demand a special meeting, to vote or to take any lawful action, is thirty (30) business days prior to the delivery of the notice of the meeting, the first member signing the demand for a special meeting, the mailing of an action by consent or written ballot, or the adoption of a resolution by the Board of Directors for other such lawful action in respect of which Professional Members are entitled to exercise rights. The Secretary shall prepare and make available a list of Professional Members entitled to vote at any meeting of Members, in accordance with the provisions of the Act. 1. Function. ARTICLE III BOARD OF DIRECTORS The Board of Directors shall manage the business and affairs of the Corporation and shall exercise all the powers of the Corporation as provided by law and the Articles of Incorporation, but subject to any restrictions imposed by the Act, the Articles of Incorporation, or these Bylaws. The Board of Directors may by resolution delegate to committees, including an Executive Committee of its own number, or to Officers of the Corporation, such powers and functions as it may designate from time to time. 2. Number, Selection, and Qualifications. a. The management of the Corporation will be vested in a Board of nine (9) Directors (the Board of Directors ). b. Each individual appointed to the Oregon Wine Board, a semi-independent agency of the State of Oregon created pursuant to ORS to , shall be a Director of this Corporation, provided that such individual: (i) satisfies the qualifications for Directors provided for under these Bylaws; and (ii) is ratified by majority vote of the Professional Members at the first Annual Meeting of the Professional Members held after his or her appointment to the BYLAWS - Page 5

6 Oregon Wine Board. In the event that a Director is not so ratified, the unratified seat on the Board shall be treated as a vacancy for all purposes of this Articles III, including for purposes of filling the vacant seat as set forth in Article III, Section 15 below. c. Each Director of the Corporation shall be a Professional Member or a qualified representative of a Professional Member, and shall have expertise and experience in the Oregon wine grape growing or wine making industries and a demonstrated ability and disposition to serve the state s interest regarding all aspects of the Oregon wine grape growing and wine making industries, including but not limited to the various types and sizes of wine grape growing and wine making operations, grape varieties, and growing regions within the State of Oregon. 3. Term. The term of each Director of the Board of Directors who is a member of the Oregon Wine Board shall be commensurate with his or her term as a member of the Oregon Wine Board. 4. Quarterly Meetings. The Board of Directors shall hold meetings at least quarterly each calendar year, or more often as necessary. The Board of Directors shall, by its own resolution, designate such dates, times and places as it may choose for such meetings. 5. Special Meetings. Special meetings of the Board of Directors may be called by the President. The President must call a special meeting of the Board of Directors upon the written request of at least onethird (1/3) of the Directors. Notice of a special meeting of the Board of Directors shall be given to each Director not less than seven (7) days prior to the meeting. The notification shall include the date, time, place and agenda of the special meeting. 6. Notice. Any notices required to be given pursuant to these Bylaws or the Act may be delivered in person or by regular mail, express mail, courier, electronic mail, or other means of confirmed transmission. 7. Waiver of Notice. a. A Director may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the Director entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. BYLAWS - Page 6

7 b. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 8. Quorum. A majority of the Directors in office immediately before the meeting begins shall constitute a quorum at any meeting. 9. Voting. On all issues that come before the Board of Directors, each Director shall be entitled to one (1) vote. When a quorum is present, the decision of the majority of the Directors at such meeting shall be the act of the Board of Directors, unless a greater vote is required by the Act, the Articles of Incorporation or these Bylaws. 10. No Vote By Proxy. Directors may not vote by proxy. 11. Meetings Held by Telephone or Similar Communications Equipment. Members of the Board of Directors or its committees may participate in a meeting of the Board of Directors or such committees by means of communications through which all persons participating in the meeting can hear each other at the same time and participation by such means, or through which all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. Votes of the Board of Directors taken in conjunction with such meetings may be cast by electronic ballot. 12. Appeal. On any vote other than the election of Officers, any three (3) Directors may refer the matter to the Professional Members by requesting to do so to the President. Such request must be made within seventy-two (72) hours of adjournment of the Board of Directors meeting. As soon as practicable thereafter, the Secretary shall poll the Professional Members by written ballot given in the manner required by these Bylaws for notice to Professional Members with the return of the ballot required within ten (10) days of delivery. Board of Director action can be reversed only by the affirmative vote of a majority of Professional Members, when at least one-third (1/3) of the Professional Members participate in the vote. 13. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action BYLAWS - Page 7

8 taken, unless his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 14. Resignation or Removal of Directors. a. Any Director of the Corporation may resign from such position by delivering written notice of the resignation to the Board of Directors, the President or the Secretary, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. b. Any Director may be removed, with or without cause, by a vote of two-thirds (2/3) of the Professional Members, whenever in the Professional Members judgment the best interests of the Corporation would be served thereby. 15. Vacancies. A vacancy on the Board of Directors occurring for any reason, including one resulting from the resignation or removal of a Director, the failure of a Director to continue to satisfy the qualifications for Directors provided under these Bylaws, or a deemed vacancy resulting from the Professional Members failing to ratify a Director as provided for under Art III, Section 2 above, shall be filled, for the remainder of the vacated Directorship s term by the election of the remaining Directors. In the event that there are no remaining Directors, vacancies shall be filled by election by the Professional Members. 16. Compensation. Directors shall not be compensated for their services as Directors. The Directors may, upon approval by the Board of Directors, be reimbursed by the Corporation for necessary expenses incurred in the execution of their duties and responsibilities. 17. Conflict of Interest. No Director shall be liable to account to the Corporation for any profit realized by the Director from or through any transaction or contract of the Corporation; provided, however, in the case of any such contract or transaction requiring authorization by the Board of Directors, no Director who personally or through any firm or corporation is interested in such a contract or transaction shall be entitled to vote thereon, although such Director may be counted in determining whether a quorum is present at any meeting upon which action thereon is taken; and such Director shall be responsible for disclosing to the Board of Directors his or her interest in any such contract or transaction. 18. Action By Directors Without A Meeting. Any action required to be taken at a meeting of the Directors of this Corporation, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said Directors. BYLAWS - Page 8

9 ARTICLE IV OFFICERS 1. Officers. The Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Each Officer shall be elected by the Board of Directors at its annual meeting from among the Directors. Each Officer shall serve for a term of one (1) year. Officers shall assume their respective duties immediately upon election. 2. Duties of Officers. a. President: The President shall serve as the chair and preside over all meetings of the Board of Directors and shall discharge such other duties as may be prescribed from time to time by the Board of Directors. The President shall designate the members and Officers of each standing committee and each other committee created by the Board of Directors from time to time. b. Vice President: The Vice President shall perform the duties of the President in the President s absence and shall perform such other duties as may be prescribed from time to time by the Board of Directors. c. Secretary: The Secretary shall keep or cause to be kept the minutes of the meetings of the Board of Directors and of any standing or temporary committees thereof; shall be responsible for the timely preparation and delivery of all notices to be given in accordance with the provisions of these Bylaws, the Articles of Incorporation or as required by the Act; shall be the custodian of the corporate records and the seal of the Corporation (if any); shall be responsible for authenticating the records of the Corporation as duly authorized or required by the Act; and shall perform such other duties as may be prescribed from time to time by the Board of Directors. d. Treasurer: The Treasurer shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of the Corporation in such bank or banks as the Board of Directors shall by resolution specify; shall keep proper account books; and shall perform such other duties as may be prescribed from time to time by the Board of Directors. 3. Other Officers. The Board of Directors may by resolution create such additional and special Officers as may be considered necessary or desirable in addition to those hereinabove described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board of Directors shall provide. BYLAWS - Page 9

10 4. Compensation and Expenses. Unless otherwise established by the Board of Directors, no Officer shall be compensated for his or her services as an Officer. Expenses incurred in connection with performance of an Officer s official duties may be reimbursed upon approval of the Board of Directors. 5. Resignation or Removal. Any Officer of the Corporation may resign from such position by delivering written notice of the resignation to the Board of Directors, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, when in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an Officer or agent shall not of itself create contract rights. 6. Vacancies. Vacancies in any office caused by any reason shall be filled by the Board of Directors at any meeting by selecting a suitable and qualified person to act during the unexpired term. ARTICLE V RIGHT OF PARTICIPATION No person shall be denied the services or facilities of this organization or be excluded from participation or service herein because of race, color, national origin, age, disability, sex, gender identity, religion, marital status, sexual orientation, or any other status protected under state, federal, or local law, and discrimination of any kind in respect hereof is expressly prohibited. 1. Depositories. ARTICLE VI DEPOSITORIES, SIGNATURES AND SEAL All funds of the Corporation shall be deposited solely in the name of the Corporation in such bank, banks or other financial institutions as the Board of Directors may from time to time designate and shall be drawn on checks, drafts or other orders signed on behalf of the Corporation by the Treasurer and/or such other person or persons as the Board of Directors may from time to time designate. 2. Contracts. All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the President or by such other Officer or agent as the Board of Directors may from time to time designate. BYLAWS - Page 10

11 3. Seal. The Corporation shall have no seal. 4. Borrowing. Notwithstanding any other provision in these Bylaws, no Officer or agent of this Corporation shall have authority to borrow any funds on behalf of the Corporation, or to hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly stated in a resolution approved by a majority of Directors entitled to vote, duly entered in the minutes of the Board of Directors. No loans shall be made by the Corporation to any Director or Officer. 5. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose of the Corporation, and any such contribution, gift, bequest, or devise is subject to the Board of Directors acceptance. ARTICLE VII AMENDMENTS Proposed amendments to these Bylaws must be referred to the Professional Members for ratification. Ratification shall require a majority vote of the Professional Members as provided under Article II, Section 9. BYLAWS - Page 11

12 ARTICLE VIII INDEMNIFICATION 1. Directors and Officers. Pursuant to ORS to , the Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of the Corporation) by reason of or arising from the fact that such person is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act. 2. Advance of Expenses. The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act. 3. Insurance. At the discretion of the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person s status as such, whether or not the Corporation would have the power to indemnify such person against such Liability under the provisions of this Article. 4. Purpose and Exclusivity. The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board of Directors or otherwise. 5. Definitions. The terms used in this Article shall have the same meanings given them in ORS to Committees of the Board of Directors. BYLAWS - Page 12 ARTICLE IX COMMITTEES The Board of Directors may create one or more committees of the Board of Directors. The Board of Directors may appoint Directors of the Board of Directors to serve on the committee it creates or designate an alternative method of selecting committee members. Each committee shall consist of two (2) or more Directors. Such committees may exercise the

13 authority of the Board of Directors subject to limitations imposed by the Act, the Articles of Incorporation, these Bylaws, or the resolution creating the committee or delegating a particular matter to the committee. 2. Executive Committee. The Board of Directors shall establish an Executive Committee, consisting of the President, Vice President, Secretary, and Treasurer of the Corporation. The Executive Committee shall exercise the full power of the Board of Directors with respect to management of the Corporation during periods of adjournment of the Board of Directors, subject to the limitations imposed by the Act, the Articles of Incorporation, these Bylaws, or resolution duly adopted by the Board of Directors. Any actions of the Executive Committee requiring approval of the Board of Directors must be submitted to the Board of Directors for ratification at its next meeting. The presence of three (3) of the four (4) members of the Executive Committee shall constitute a quorum for the transaction of the Executive Committee s business. A majority of the total votes cast by Executive Committee members shall decide all Executive Committee issues. 3. Finance Committee. a. The Board of Directors may establish a Finance Committee. The Finance Committee shall have the responsibility for assisting the Treasurer in the general operation of the fiscal affairs of the Corporation, including, but not limited to, the development of the budget, the investment and application of all funds and properties received by the Corporation. The committee shall have such other authority and perform such other duties as may be prescribed by the Board of Directors from time to time. b. The Finance Committee shall consist of the Treasurer, who shall chair the Committee, and such Directors as may be appointed by the President. Each Finance Committee member shall serve for a term of one (1) year, unless the committee member is elected to be Treasurer for the subsequent term. c. Any actions of the Finance Committee requiring board approval must be submitted to the Board of Directors for ratification at the next meeting. The presence of a majority of the Finance Committee shall constitute a quorum for the transaction of business. A majority of the total votes cast shall decide all issues. 4. Committees other than Committees of the Board of Directors. a. Committees other than committees of the Board of Directors shall not exercise the authority of the Board of Directors. The duties of such committees shall be as prescribed by these Bylaws or the Board of Directors. The Board of Directors shall have the power to dissolve such committees and may establish or dissolve additional committees. b. Except as otherwise provided, members of non-board committees may, but need not be, Directors. The President may designate Directors as committee members. Each chair shall be appointed by the President and serve until his or her successor is appointed or until his or BYLAWS - Page 13

14 her resignation or removal. A chair may be removed by the President with the concurrence of the Board of Directors. 5. Ad Hoc Committees. The President of the Corporation may establish or dissolve ad hoc committees and appoint the chair of each ad hoc committee. 6. Industry-Wide Nominating Committee. a. In addition to the above committees, the Corporation shall facilitate an industrywide Nominating Committee which shall be created and act in the manner described below. b. The Corporation shall facilitate a standing industry-wide Nominating Committee which shall exist for the purpose of identifying and nominating qualified candidates to be proposed for appointment to the Oregon Wine Board existing pursuant to ORS to The Nominating Committee shall consist of thirteen (13) individuals who are Professional Members or qualified representatives of Professional Members who are not already Directors, each of whom has expertise and experience in the Oregon wine grape growing or wine making industries and a demonstrated ability and disposition to serve the state s interest regarding all aspects of the Oregon wine grape growing and wine making industries, including but not limited to the various types and sizes of wine grape growing and wine making operations, grape varieties, and growing regions within the State of Oregon. Five (5) members of the Nominating Committee shall be from the North Willamette region, and two (2) members of the Nominating Committee shall be from each of the following regions: (i) South Willamette region, (ii) the Umpqua region, (iii) the Rogue region, and (iv) the Eastern Oregon region. The Board of Directors shall from time to time identify one or more cooperating regional organizations from within the foregoing regions who shall select Nominating Committee members as requested by the Board of Directors in such good faith manner as the applicable cooperating regional organizations reasonably deem appropriate. The thirteen (13) members of the Nominating Committee shall elect from among themselves a chair, who shall vote in committee matters only as necessary to break a tie. c. The Nominating Committee shall solicit and recruit qualified members of the Oregon wine grape growing and wine making industries to submit as proposed nominees for the Governor to consider for appointment to any vacancies on the Oregon Wine Board, pursuant to ORS (2). d. The Nominating Committee shall not bind or purport to bind the Corporation in any matter and shall not exercise the authority of the Board of Directors. 7. Action by Committees. Except as otherwise provided in this Article, the provisions in Articles III and X of these Bylaws governing meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the Board of Directors apply to committees and their members. BYLAWS - Page 14

15 ARTICLE X ROBERT S RULES OF ORDER In the event of any dispute regarding the conduct or governance of a meeting of Directors, Members or Committees of the Corporation, the chair of such meeting shall defer to parliamentary procedure in accordance with Robert s Rules of Order (Newly Revised). ARTICLE XI IDENTIFICATION The undersigned, being Secretary of the Oregon Wine Advocacy Council hereby certifies that the Bylaws were duly adopted by vote of the Professional Members of the Corporation on January, 2015., Secretary BYLAWS - Page 15

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