Montana Tavern Association

Constitution and By-Laws

Revised September 30, 2002 to incorporate all Amendments adopted September 12, 2002

Preamble

In order to create respect for obedience to law; to promote full cooperation with All applicable departments of government of the State of Montana in the enforcement of their regulations; to eliminate the illicit traffic in spiritous beverages; to further the legal and economic development of the industry; and, for their mutual protection and benefit, the alcoholic beverage retailers licensed by the State of Montana do hereby associate themselves together under the name and style of the Montana Tavern Association.

Article I

Name, Location, Policy

Section 1. The name of the Association shall be Montana Tavern Association.

Section 2. The principal offices of this Association shall be located in a place decided by the Executive Board.

Section 3. The trade name, symbols and other devices used by the Association to identify itself among its membership shall be the exclusive property of the Association and denied use by any other trade association, private individual or corporation to promote products, services, or commodities among industry members or the general public. This rule shall be strictly enforced and can only be overridden by a two-thirds (2/3) vote of the Executive Board.

Section 4. Roberts Rules of Order shall be the official authority at all meetings to govern parliamentary procedure.

Section 5. The State Association shall mail a copy of these By-Laws to all county associations and to any member who should make such a request, and to all new members.

Section 6. When approved, these By-Laws shall be filed with the Montana Secretary of State. Any future amendments shall also be filed in the same manner.

Article II

Membership

Section 1. All retail on-premises consumption alcoholic beverages licensees licensed by the State of Montana shall be eligible for membership in the Association.

Section 2. Each member in good standing shall be entitled to one vote in the deliberations of the Association. The member shall designate, in writing to the Executive Director, an authorized representative of the business to vote at any meeting of the Association. The representative must be affiliated with the business. Any owners of a member business may attend such meetings and participate in the deliberations but the member shall be entitled to only one vote. Proxy votes will not be recognized in the conduct of any business of the Association.

Section 3. State Association membership cards shall be provided by the State Association to all members accepted by the State Association, and they shall be mailed direct to the licensee as soon as possible upon receipt of their dues.

Section 4. New Associate members shall be permitted membership in the State Association at the option of the Executive Board, but without voting privileges.

Section 5. A member in good standing during the current year that they dispose of their business may be issued an honorary membership in the Association without voting privileges.

Section 6. County membership shall not be a requirement for State Association membership.

Section 7. The Executive Board may suspend or reject a membership for what would be considered as conduct unbecoming a member.

Section 8. Criteria for appointment as an Honorary Lifetime Member will be established by a committee composed of all eligible Past Presidents of the Association. This committee shall be responsible for reviewing the qualifications of any nominee, and making its recommendations to the Executive Board for approval or rejection. Final action on the nomination will be voted upon by the membership at the next annual convention. This is a nonvoting designation.

Section 9. The new owner of a member business shall receive a complimentary membership for the balance of the membership year.

Article III

Fees and Dues

Section 1. The annual membership dues of the Montana Tavern Association shall be determined by a majority vote of eligible members at the annual meeting of the Association, and shall become effective and payable on July 1st of the year following adoption, in accordance with Art. VII, Sec. 3.

Section 2. By a two-thirds (2/3) vote of the Executive Board, members could be assessed a fee, in addition to the annual membership dues. The Executive Board is authorized to impose the fee assessment only due to a financial emergency. The assessment shall occur no more than once during a membership year and shall be no greater than one-hundred (100) percent of the current year membership dues.

Article IV

Meetings

Section 1. Time and place for the annual meeting shall be determined by the members two years in advance of said annual meeting.

Section 2. Special meetings of the Association may be held at any time upon call of the President, or by order of the Executive Board, or upon the request of not less than ten percent (10%) of the members of the Association. Written notice of such special meetings shall be mailed to each member at the member’s mailing address, as the same appears on the records of the Association, at least ten (10) days prior to the time of the meeting.

Section 3. At any meeting all questions, unless by the By-Laws otherwise provided, shall be determined by a majority vote of the members present.

Section 4. All meetings of the Association shall be presided over by the President or by the senior officer present at the meeting. All meetings shall be attended by the Executive Director of the Association, who shall act as ex-officio secretary of the meetings. The proceedings of the meeting shall be entered in the Book of Minutes of the Association and signed by the presiding officer and attested by the Executive Director.

Section 5. The President or the Executive Director may invite guests, purveyors and solicitors to the meeting of the Association. Uninvited guests, purveyors and solicitors will be excluded from the meetings of the Association by the Sergeant -at- Arms, under the direction of the President.

Article V

Elections - Duties of Officers

Section 1. The officers of the Association shall consist of a President, First Vice President, Second Vice President, Secretary-Treasurer, Sergeant –at- Arms, and the National Directors. Such officers of this Association shall be elected at the annual meeting of the members and shall serve for the ensuing year, or until the election and qualification of their successors. All officers of this Association, excepting the National Directors, may serve only two (2) consecutive elected years in any one office. Vacancies in any of the aforesaid offices of this Association shall be filled for the unexpired term by a majority vote of the Executive Board.

Section 2. The President shall preside at all meetings of the membership and Executive Board; shall have general supervision over the affairs of the Association; shall appoint all committees and perform such other duties as are usually associated with that office. In case of the absence or disability of the President, his duties shall be performed by the senior officer present.

Section 3. It shall be the duty of the incoming President, as soon as possible after his election, to appoint Standing Committees for the next year. Any special committees desired by the President, or ordered by the Convention or Executive Board, shall be appointed by the President.

Section 4. The Secretary-Treasurer and chairperson of the Budget Committee in conjunction with the Executive Director and Budget Committee shall be responsible for the maintenance of a full and accurate account of receipts and disbursements of the Association in books belonging to the Association, and for preparation of the annual budget. A report of the finances of the Association shall be made by the Secretary-Treasurer or by the chairperson of the Budget Committee whenever requested by the President or the Executive Board, and a report of like character shall be submitted by him at each annual meeting.

Section 5. The Sergeant-at-Arms shall attend all meetings of the Association and its Executive Board. In the Sergeant-at-Arms absence, the presiding officer shall appoint a replacement. It shall be the duty of the Sergeant-at-Arms to maintain order and see that only qualified members vote. It shall be the duty of this officer to insure the attention of all present at said meeting.

Section 6. The President, Vice President, Secretary-Treasurer, and Sergeant-at-Arms, and the Executive Board may be allowed mileage and/or per diem incurred in attending meetings or other Association activities, provided that said expenses are authorized in advance by a majority vote of the Executive Board.

Section 7. A person can vote only if the person is a member in good standing. There will be one ballot for all candidates with room for write-ins for each office. Each election for the various offices will be called for separately, allowing for nominations from the floor.

Section 8. Voting is by secret ballot, cast by the members in good standing attending the convention. A paid up member present at the convention can receive a ballot, vote, and then place the ballot in a sealed envelope after being certified by the Executive Director, if he or she cannot be at the official voting.

Section 9. In the event of a tie vote for any office there will be a run-off vote for the particular office. Separate ballots will be passed out and again there will be a secret ballot vote. Ballots shall be counted by a committee three of people selected by the presiding officer. The committee shall count the votes in private and announce the tallies to the presiding officer. The presiding officer shall announce the winners to the assembly. Any current member shall have the right, at the conclusion of the balloting, after the announcement is made by the presiding officer of the results of the vote, to examine the ballots and tally sheets.

Section 10. Any elected officer or member of the Executive Board who, during his or her term of office, gets out of the tavern business, shall automatically relinquish his or her office. In the case of the office of President, the First Vice President shall assume the office, succeeded next in line by the Second Vice President.

Article VI

Executive Board

Section 1. The affairs of this Association shall be under the management of an Executive Board and such officers and agents as the Board may elect to employ.

Section 2. The Executive Board shall establish policy, methods, expenditures, legislative program, and all other programs or activities pertaining to the purpose and business of the State Association. In short, they shall run the State Association.

Section 3. All officers and all employees of the State Association shall be responsible to the Chairman of the Executive Board and the President, or in their absence, the next senior officer. They shall be required to carry out any orders given them during the time the Executive Board is in session, or any orders given then during the time the Executive Board is not in session, by the Chairman of the Executive Board or by the President.

Section 4. The state will be divided into regions, each region to be composed of one (1) or more counties. However, due to heavy population or large geographic areas, each region may be divided once and elect an Executive Board member accordingly. Each county organization may likewise combine with another county organization within a region designation. In either case, all board representatives of subordinate units must be members in good standing of the State Association. It shall be the goal of the association to obtain 100 percent of each county membership as members of the State Association.

Section 5. The Executive Board shall consist of a member from each of the regions who shall be seated at the first meeting after the annual convention of the Association. Such members will serve until the election and qualification of their successors. Vacancies occurring on the Board shall be filled for the unexpired term by the regional members in which the vacancy occurs.

Section 6. The President, First Vice President, Second Vice President, Secretary-Treasurer, Sergeant-at-Arms, and the National Directors will also serve on the Executive Board. Irrespective of license ownership status of other sections, all Past Presidents will be entitled to a vote in the deliberations of the Executive Board and the General Membership meetings. In all cases, the qualifications of a Past President to serve on the Executive Board will be subject to the final approval or rejection by the duly elected and seated members of the Executive Board.

Section 7. The Executive Board will elect their own Chairman and Vice Chairman at the first meeting after the annual convention.

Section 8. The Executive Board shall hold its meetings at such times as it may designate. Special meetings of the Board may be called at any time by the President or by the Chairman of the Board or on demand in writing by a majority of members of the Board. Notice of meetings of the Executive Board shall be given by mail to each member at least ten (10) days in advance of such meeting, except in the case of immediate and dire emergency, when a poll of the Board may be taken by phone. The Action Committee may make decisions between board meetings.

Section 9. A simple majority of the Board present at any scheduled meeting shall constitute a quorum for the transaction of business, providing notification of said meeting was given ten (10) days in advance, except in the case of immediate and dire emergency, when a poll of the Board may be taken by phone. Any questions coming before the Board shall be determined by a majority of those present.

Section 10. If an Executive Board member or his or her alternate fails to attend two (2) consecutive meetings of the Executive Board, without excuse, the office held by the member or the alternate will be declared vacant and the vacancy will be filled in accordance with the provisions of Article VI, Section 5.

Section 11. The Executive Board shall have the authority to hire a full time Executive Secretary and any such employees as they deem necessary to carry on the business or activities of the State Association. The salary and expenses of the Executive Director shall be negotiated between the Executive Board designee and the Executive Director and approved by the Executive Board. The same procedure will be followed for the salary and expenses of any other employee of the State Association. The Executive Board shall employ an attorney to represent the State Association if and when the Association has need for such services.

Section 12. All disbursements of funds of the Association shall be made by check or voucher signed by the Executive Director and countersigned by the President of the Association, or a properly designated officer certified to the bank by Executive Board resolution. All money and other valuable objects shall be deposited in the name of the Association in such depositories or safety vaults as may be designated by the Executive Board.

Section 13. There shall be an annual audit of the books of the Association to be prepared by a certified public accountant. The certified public accountant shall be selected and employed by the Executive Board.

Section 14. The official news organ of the State Association shall be determined by the Executive Board. Any further required publications shall be at the direction of the Chairman of the Executive Board of the State Association after majority vote of the Executive Board.

Section 15. The state office will mail copies of the Minutes of all Board meetings to the members of the Board within thirty (30) days following each meeting.

Section 16. Liability and personal injury insurance shall be procured in the name of the Association, after first being approved by the Executive Board.

Section 17. The Executive Board shall have authority to hear and determine all complaints which may be filed with it by any person, and its determination in the matter, after a hearing, shall be final and conclusive, except that such decision can be appealed at the annual convention.

Section 18. The Executive Board and all officers and employees of this Association shall cooperate with and render all assistance within their power to local county associations and individual members of the Association, with a view to securing the greatest cooperation of the industry as an entity.

Article VII

Amendments

Section 1. These By-Laws may be amended at the annual meeting of the Association by a two-thirds (2/3) vote of members present.

Section 2. Proposed amendments to these By-Laws shall be submitted in writing to the Association not less than sixty (60) days prior to the annual convention. They shall state from where they originate and the rationale in support of them. The Executive Director will mail to each member, not less than thirty (30) days prior to the annual convention, a copy of the proposed amendments which have been timely received.

Section 3. Amendments to change the dues structure (Article III) will take effect on July 1st of the year following adoption.

END