Bylaws

As approved September 12, 2002 and amended September 19, 2018, September 11, 2019, September 14, 2022.

ARTICLE I

NAME, LOCATION, OBJECTIVES

Section 1. The name of the Association shall be MONTANA TAVERN ASSOCIATION ("MTA).

Section 2. Masculine terms used in these bylaws shall be understood to include the feminine.

Section 3. The principal offices of MTA shall be located in a place decided by the Board of Directors.

Section 4. The Montana Tavern Association’s Mission is to preserve and enhance the hospitality industry.

Section 5. A copy of these bylaws will be available on the MTA website or upon request.

ARTICLE II
MEMBERSHIP & VOTING RIGHTS (Revised September 19, 2018)

Section 1. Membership categories shall be defined as follows:

Regular Membership

Must be the owner of a State of Montana retail on-premise alcohol consumption license or their official designee.
Has voting rights (at annual business meeting)
Is eligible to become a director on the Board

Affiliate Membership

A person or entity that is affiliated with the beverage alcohol industry, or
A person who was formerly a Regular member but no longer holds an alcohol consumption license
Does not have voting rights (at annual business meeting), however, a past president of MTA who becomes an Affiliate member will always retain their voting rights.

Association Membership

Local tavern associations within the state of Montana
No voting rights (at the annual business meeting)

Gold Star Membership

Must be an individual or entity that holds regular, affiliate or association membership.
This add on to membership shows an additional commitment to the industry
No voting rights are associated with Gold Star membership

Member Emeritus

Recommendations for Member Emeritus status may be made by any member in good standing to the Nominations Committee. The Nominations Committee will review submissions and make a recommendation to the Board annually. The Board will vote on all names.
No annual dues
No voting rights, unless they served as MTA president, in which case they preserve their voting rights in perpetuity.
May be awarded posthumously.

Section 2. Local Tavern Association membership shall not be a requirement for State Association membership.

Section 3. The Board of Directors may suspend or reject a membership for what would be considered as conduct unbecoming a member.

ARTICLE III
DUES (Revised September 14, 2022)

Section 1. The annual dues and special assessments over and above regular dues shall be as determined by the Board of Directors. The Board of Directors may access a fee in addition to the membership dues in a financial emergency only if they have a two-thirds (2/3) vote from all the members of the Board. 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.

Section 2. Members will pay their dues annually or on a monthly reoccurring basis at the discretion of the Board. (Revised September 14, 2022)

Section 3. Regular members who do not pay their annual or monthly reoccurring gambling machine assessment shall forfeit all voting rights. (Revised September 14, 2022)

Section 4. Dues shall be paid within thirty (30) days of receipt. A member who fails to pay his annual or monthly reoccurring dues or assessment or other obligations within ninety (90) days after such debt has become due, shall automatically be terminated as a member of MTA. (Revised September 14, 2022)

Section 5. A former member who has been terminated may reapply for membership, provided they were not terminated for any violations or unlawful actions. (Revised September 19, 2018)

ARTICLE IV
MEETINGS (Revised September 14, 2022)

Section 1. Time and place for the annual business meeting (Convention) shall be determined by the members two years in advance of said convention, the Time and Place committee may waive this requirement (Revised September 14, 2022)

Section 2. Special meetings of MTA may be held at any time upon call of the President, or by order of the Board of Directors, or upon the request of not less than ten (10) percent of the members of the MTA. Notice of such special meetings shall be published on the website and noticed to each member, at least ten (10) days prior to the time of the meeting. (Revised September 19, 2018)

Section 3. At any meeting, unless otherwise provided by the Bylaws, a quorum shall be determined by a majority vote of the members present.

Section 4. All Board meetings of MTA shall be presided over by the President or by the senior officer present at the meeting. All Board meetings shall be attended by the Executive Director or MTA staff, who shall act as secretary of the meetings. The proceedings of the meeting shall be entered in the MTA’s permanent records 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 at the direction of the President.

ARTICLE V
ELECTIONS – DUTIES OF OFFICERS

Section 1. The officers of the MTA shall consist of a President, First Vice-President, Second Vice-President, Secretary-Treasurer, Sergeant-at-Arms and the National Directors. Such officers of MTA shall be elected at the annual business meeting of the members and shall serve for a two-year term, or until the election and qualification of their successors. All officers of this Association, excepting the Secretary/Treasurer and the National Directors, may serve only two (2) consecutive elected years in any one office. Vacancies of any of these offices shall be filled for the unexpired term by a majority vote of the Board of Directors. (Revised September 19, 2018)

Section 2. The President shall preside at all meetings of the membership and Board of Directors; shall have general supervision over the affairs of the MTA; shall appoint all committees and perform such other duties 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 Board of Directors, shall be appointed by the President.

Section 4. The Secretary-Treasurer shall serve as chair the Budget and Finance Committee, and, in conjunction with the Budget and Finance Committee, shall oversee the finances of the Association. (Revised September 19, 2018)

Section 5. The Sergeant-at-Arms shall attend all MTA Board and annual business meetings. 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 ensure that only qualified members vote. It shall be the duty of this officer to ensure the attention of all present at said meeting.

Section 6. The Ex-Officio is the most recent past president and serves in an advisory role to the current president for the entirety of that president’s term. (Revised September 19, 2018)

Section 7. A person can vote at the annual business meeting only if they are a Regular 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. (Revised September 19, 2018)

Section 8. Voting for officers is by secret ballot, cast by the Regular members in good standing attending the convention.

Section 9. Any elected officer or member of the Board of Directors who, during his or her term of office, gets out of the tavern business, shall automatically relinquish his 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

BOARD OF DIRECTORS (Revised September 14, 2022)

Section 1. The affairs of MTA shall be under the management of the Board of Directors and such officers and agents as the Board may elect to employ.

Section 2. The Board of Directors shall establish dues, policy, methods, expenditures, legislative program, and all other programs or activities pertaining to the purpose and business of the state association.

Section 3. All officers and all employees of the MTA shall be responsible to the President, or in their absence, the next senior officer. They shall be required to carry out any direction given them by the President throughout the course of the normal business calendar.

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 a director to the MTA Board accordingly. Each county organization may likewise combine with another county organization within a region designation. All directors appointed by their region must also be Regular Members in Good Standing of the MTA, or their designees (as allowed by MTA bylaws). Designees will be appointed by completing a form annually with the MTA office. (Revised September 19, 2018)

Section 5. Directors and Alternate Directors, or their designees, must be representing a beverage license that is in good standing as a Regular Member of the MTA. Designees must complete an Assignment of Voting Rights form annually. (Revised September 19, 2018)

Section 6. The Board of Directors 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. The term of a director is one year with automatic one-year renewals until notified that the director desires to step down. 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. Vacancies not filled by the regional members may be filled with a nomination by the Association president and confirmation by a majority vote of the Association board. (Revised September 14, 2022)

Section 7. The President, First Vice-President, Second Vice-President, Secretary-Treasurer, Sergeant-at-Arms, and the National Directors will also serve on the Board of Directors. All Past Presidents in good standing will be entitled to a vote in the deliberations of the Board of Directors

Section 8. The Board of Directors shall typically hold four (4) meetings a year. Special meetings of the Board may be called at any time by the President or on demand in writing by a majority of Board members. Notice of meetings of the Board of Directors shall be given at least ten (10) days in advance of such meeting. When needed, the Action Committee may make decisions between board meetings.

Section 9. A simple majority of the Board members present, in person or remotely, at any scheduled meeting shall constitute a quorum for the transaction of business. Any questions coming before the Board shall be determined by a majority of those present, unless addressed by the Bylaws.

Section 10. If a Board member or his or her alternate fails to attend two (2) consecutive meetings of the Board of Directors, 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. No Board Director or Alternate shall disclose confidential information obtained through board service to members or individuals outside of the MTA Board of Directors, except to an individual or group identified by the Board to receive such information. No member may use confidential information obtained through Board service to discredit another member. (Revised September 19, 2018)

Section 12. The Board of Directors shall retain an Executive Director and a contracted Government Affairs Consultant. The salaries and expenses of these positions shall be negotiated between a representative of the Board and the person hired for each of these roles and will be approved annually by the Board of Directors. The Executive Director is responsible for hiring and maintaining staff as approved by the Board of Directors in the Annual Budget. (Revised September 14, 2022)

Section 13. The Executive Board shall employ an attorney to represent the MTA if the Association has need for such services.

Section 14. As defined in the MTA Accounting Policies approved by the board, the records of the association will be examined, whether through an agreed upon procedures engagement, review, or audit on an annual basis, with a full audit being performed at least once every five years.

Unless directed by the Board or imposed by an external party (i.e. Bank, donor, etc.) MTA records will be subject to an agreed upon procedures engagement conducted by an independent accountant. (Revised September 11, 2019)

Section 15. The MTA office will make available copies of the minutes of all Board meetings to the members of the Board within thirty (30) days following each meeting.

Section 16. The appropriate types of insurance shall be procured in the name of MTA, once approved by the Board of Directors.

Section 17. The Board of Directors shall have authority to hear all complaints which may be brought and make a determination. Decisions may be appealed at the annual business meeting.

Section 18. The Board of Directors and all officers and employees of MTA 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 (Revised September 19, 2018)

COMMITTEES

Section 1. The President shall appoint all committee members annually.

Section 2. MTA shall maintain the following standing committees:

Action Committee

Budget and Finance Committee

Legislative and Gambling Committee

Public Relations and Membership Committee

Executive Committee

Time and Place Committee

Insurance Committee

Nominating Committee

Subcommittees and task forces will be formed as needed with approval from the president.

Section 3. No committee, subcommittee or task force, or members thereof, shall disclose confidential information obtained through such service to members or individuals outside of the committee/ subcommittee/task force, except to an individual or group identified by the Board to receive such information or in reports directed to the Board. No member may use confidential information obtained through volunteer service to discredit another member.

Article VIII

AMENDMENTS

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

Section 2. Proposed amendments to these Bylaws shall be submitted in writing to the MTA not less than sixty (60) days prior to the annual business meeting. Proposed bylaws must state where they originate and provide supporting rationale. The Executive Director will notify each member, not less than thirty (30) days prior to the annual convention, of the proposed amendments. Approved amendments to these bylaws shall take effect immediately.

Section 3. Amendments to the dues structure (Article III) will take effect on the first day of the fiscal year following adoption.