BY-LAWS
OF
SUISUN VALLEY GRAPE GROWERS ASSOCIATION

ARTICLE I

Purpose

The purpose of the Suisun Valley Grape Growers Association (the "Association") is to act, in a not for profit capacity, and for the betterment of individual member growers, to promote the growth of the wine grape industry in the Suisun Valley Viticulture Area (AVA).

ARTICLE II

Membership

SECTION 1. Voting Members.

Any person, corporation, firm, partnership, association, or other entity that grows grapes commercially or is in the process of developing a commercial vineyard in the Suisun Valley Viticulture Area, that pays membership fees, and that abides by such other conditions prescribed by the Board of Directors shall be a voting member of the Association.

SECTION 2. Associate Members.

Any commercial vineyard outside the appellation area or any person, corporation, firm, partnership or association that provides services or products to the viticulture or wine industry, that pays 50% of voting member dues and meets such other conditions as may be prescribed by the Board of Directors, shall be an Associate Member of the Association. Associate Members shall not be entitled to vote. Each Associate Member shall designate an authorized recipient of all Association distribution.

SECTION 3. Honorary Membership.

This membership is established to honor any person, corporation, firm, partnership, or association that has contributed significantly to the development of viticulture in the Suisun Valley Viticulture Area. Honorary Members shall not be entitled to vote and shall not be required to pay membership fees. Any candidate for Honorary Membership shall be proposed by the Board of Directors and approved by a majority of the General Membership of the Association entitled to vote.

SECTION 4. Certificates.

A certificate of membership shall be issued to each member and shall not be transferable.

SECTION 5. Termination.

If, after a hearing, the Board of Directors finds that a member has become ineligible for continued membership in the Association, that member's membership shall be terminated. No hearing is required to terminate a member's membership in the Association for non-payment of dues.

In January of each year, the Treasurer shall mail dues statements to each member. Dues shall be payable by members within 30 days of the date on the dues statement. The Treasurer shall submit a list of members whose membership dues are delinquent. The Board of Directors will then cause a termination of membership notice to be sent within two weeks.. A "cure" period of 10 days post notice of termination is granted to any member who acts to come current on dues, otherwise forfeiture of membership results.

ARTICLE III

Officers

SECTION 1. Officers.

President, Vice-President, Treasurer, Secretary.

SECTION 2. Duties of Officers.

President: The President shall plan and conduct monthly meetings, shall preside at the Board of Directors' meetings, and shall be responsible for the preparation of a proposed annual budget.

Vice-President: In the absence or disability of the President the Vice-President will perform the duties of the President. In addition, the Vice President will be responsible for development of special programs for the benefit of members.

Secretary: The Secretary shall keep a complete record of all meetings of the Association and of the Board of Directors. The Secretary will also keep a complete updated list of membership and send notices of meetings and other publications as directed by the President. The Secretary shall distribute minutes of each meeting at the next regularly scheduled meeting.

Treasurer: The Treasurer will keep a set of books showing the financial status and transactions of the Association. The Treasurer shall prepare a written report to be submitted for approval at each meeting and shall inform the Secretary of current paid up membership.

SECTION 3. Board of Directors.

The Board of Directors shall be composed of the President, Vice-President, Treasurer, Secretary, and five voting members at large. Five directors shall be initially elected for a term of 3 years and four directors shall be initially elected for a term of two years. Such Board of Directors seats shall continue such term of office in subsequent elections. Officers of the Association shall be elected annually by the Board of Directors, from within the Board of Directors.

The Directors are empowered to act for the Association in situations where it is not timely to hold a general meeting. Any such action taken by the Board of Directors shall be reported at the next regularly scheduled meeting. Each director who is not an officer shall serve for two years. No director may be reelected to more than two successive terms. The election of officers and directors shall be held in November with new officer's terms beginning the night after the election. When a vacancy occurs in the Board of Directors the vacancy will be filled by a vote of the membership for the remainder of the un-expired term.

ARTICLE IV

Meeting of Members

SECTION 1.

There shall be at least one(1) annual general meeting of the membership called by the President each calendar year. Special meetings may be called at any time by the Board of Directors.

SECTION 2.

Notice of Meetings. Written or printed notice of every regular or special meeting shall be mailed to each member not less than 5 days prior to each meeting. The notice shall contain the agenda with the specific object(s) of the meeting and the time and place of the meeting.

SECTION 3.

Voting. Each voting member shall have only one vote. The vote shall be cast by the person designated to vote by the member. A simple majority shall cause the motion to pass. Voting by proxy is not permitted. Absent members may vote on specific questions, other than removal of directors, by ballot transmitted to the secretary by mail. Such ballots shall be counted only at the meeting at which the vote is taken provided all members have been notified as to the exact wording of the motion to be voted on. The absent member shall attach a copy of the motion to the vote. Four out of seven of the Board of Directors must
vote affirmative to pass any item.

SECTION 4. Quorum.

25% of the voting members shall constitute a quorum for general business. Certain business shall require 66 %. These are:
a. Removal of Directors
b. Dues changes
c. Changing by-laws

No business requiring votes shall be conducted unless a quorum is present.

SECTION 5. Order of Business.

The Association will conduct itself under Roberts Rules of Order.

The order of business shall be:
Roll Call
Approval of Minutes
Reports of Officers and Committees
Unfinished Business
New Business
Election of Officers & Directors (at the November meeting)

ARTICLE V

Duties of Directors

SECTION 1. Execution of Documents.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on the behalf of the Association. Such authority may be confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or other person shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

SECTION 2. Management.

The Board of Directors may engage clerical help as needed to accomplish the purposes of the Association.

SECTION 3. Bonds. (Need review for necessity by legal)

The Board of Directors shall have the authority to require all persons charged by the Association with the responsibility for the custody of any funds to give adequate bonds. A responsible bonding company approved by the Board of Directors shall furnish such bonds and the Association thereof shall pay for the cost.

SECTION 4. Audits.

At some point a yearly audit of the various books and accounts by an independent CPA may be desirable. The Board of Directors shall determine when the audit is needed and select a firm or person to provide this service.

SECTION 5. Powers.

The Board of Directors shall have the power to carry out all objectives of the Association subject to limits herein set out or provided elsewhere by law.

SECTION 6. Depository.

The Board of Directors shall have the power to select depositories of the funds of the Association and to determine the manner of receiving, depositing, and disbursing the funds of the Association and shall have the power to change the depository and persons signing such checks at will.

ARTICLE VI

Committees

SECTION 1. Executive Committee.

The Officers on the Board of Directors shall constitute the executive committee consisting of four (4) members. The Board of Directors may allot to such a committee any portion of the duties of the Board subject to general direction, approval and direction of the Board. Copies of the minutes of any
meeting of the executive committee shall be mailed to all directors within 7 days from the meeting.

SECTION 2. Special Committees

The Board of Directors, at its discretion, may appoint special committees consisting of a minimum of three voting members, and may include Associate Members, for specific tasks related to Association affairs. Such committees will report back to the Board of Directors in a manner so defined by the Board of Directors.

ARTICLE VII

Amendment of by-laws

These by-laws may be amended at any regular or special meeting of the members by affirmative vote of the voting members. Notice of the character of the amendment must be given in the notice of the meeting.