Articles of Incorporation
The
CONSTITUTION AND BY-LAWS
Of
THE WESTERN TEA BUSINESSES ASSOCIATION, INC.
KNOW BY ALL THESE PRESENT that this is the Constitution and By Laws of the Western Tea Business
Association, Inc. established in 2008 as a non-profit professional organization for people involved in with specialtytea: retail/wholesale, food service, conferences/seminars, promotion and education.
Constitution
ARTICLE I ORGANIZATION
The name of this organization shall be WESTERN TEA BUSINESSS ASSOCIATION, INC (a non-profit
exempt corporation organi zed under section 501( c ) (6) of the Internal Revenue Code) and shall hereinafter
be referred to and designated as the WTBA, Inc.
ARTICLE II PURPOSES
Section 1. STATEMENT OF PURPOSE
Section 2. MISSION STATEMENT
Section 3. MOTTO
Section 4. STATEMENT OF POLICY
ARTICLE III MEMBERSHIP
All persons shall be eligible for membership in the WTBA Inc., provided they meet the qualifications
prescribed by the WTBA, Inc as enumerat ed by the By-Laws of the WTBA, Inc.
ARTICLE IV EXECUTIVE BOARD
The WTBA, Inc shall be governed by common accord under the direction of the Executive Board as
prescribed in the By-Laws. Members of the Executive Board shall include the Officers and Chairpersons of
the Committees.
ARTICLE V OFFICERS
Section 1. The Officers
The officers of the WTBA, Inc. shall be a President, a Vice President, a Secretary, a Treasurer and a
Membership Director and Historian.
Section 2. Election of Officer
The process for election of officers is specified in Section 3 of the By-Laws of WTBA, Inc.
Section 3. Term of Office
The term of office for elected members of WTBA shall be 2 years.
Section 4. Replacing an Officer
In the event that an officer must be replaced, the president shall appoint a replacement with the approval of
the Executive Board to complete the remainder of the incomplete term.
ARTICLE VI STANDING COMMITTEES
Standing committees for WTBA shall include the following: (1) Membership, (2) Advertising &
Promotions, (3) Education and (4) Internet Resources Management.
BY-LAWS OF THE WTBA, INC.
SECTION 1. MEMBERSHIP
A. Membership is available to all individuals satisfying the following requirements:
1. Operate or be in the process of opening a business related to the tea industry in one of the thirteen
western United States including: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana
Nevada, New Mexico, Oregon, Utah, Washington and Wyoming
2. Be sponsored by a WTBA member
3. Successfully complete a WTBA Application Process
4. Agree to serve and/or promote the consumption of specialty tea
5. Agree to educate the public on the joys and benefits of taking tea
6. Pay dues in a timely fashion
7. Support other member tea businesses
8. Attend at least one (1) meeting per calendar year
B. For purposes of this document, “tea business” shall be defined broadly and inclusively. This includes
tearooms serving specialty teas, Internet tea businesses offering specialty teas, importers and distributors of
specialty teas, tea educators and manufacturers creating products that directly relate to the specialty tea
industry.
C. Membership dues:
1. Membership Dues – $100 per year, issued to those currently operating a tea related business.
2. Benefits include: Premiere listing on WTBA website, use of the WTBA logo as defined in the
Guidelines & Rules for Membership, reduced rates for special events, special advertising
opportunities in tea publications, full voting rights.
D. In order to become a member the following steps should be followed:
1. Express interest in WTBA, Inc. to any member
2. Submit an application and Biography
3. Be approved by Membership Committee
4. Pay dues to Treasurer
E. Termination of membership may be accomplished in the following ways
1. Non-payment of dues
2. Failing to meet membership requirements as outlined in Section 1-A.
SECTION 2 - DUES AND FEES
A. Annual membership dues are a flat rate of $100 for all members based on the calendar year – January
through December.
B. Annual membership dues are payabl e no later than 31 January. The dues shall be established by the officers
and confirmed by vote of the membership at one of the General Meetings. Members shall be notified of
changes in dues and fees
C. Failure to pay dues within thirty (30) days of the date by which they are due shall be cause for termination
of membership.
SECTION 3. – ELECTION OF OFFICERS
A. The Officers of the WTBA, Inc. shall consist of the positions listed in Article V of the Constitution and
other members as appointed by the president.
B. An Election Committee shall be created by the Executive Board every two years, as needed, to organize
and conduct elections.
C. Officers will change every two years on the odd numbered years beginning 2011.
D. In the year that officers change, the outgoing President opens the January meeting. New officers will be
installed. The incoming President closes the January meeting.
SECTION 4. – DUTIES AND TERMS OF OFFICERS
A. The President shall:
1. Be an active member
2. Create the agenda and preside at all General Meetings and Executive Board Meetings
3. Actively promote the WTBA, Inc. and act as spokesperson
4. Serve as an ex-offi cio member of all committees
5. Shall be a signer on the checking account
6. Cast the deciding vote in the event of a tie
7. Establish or dissolve any committees other than those established by the By-Laws.
B. The Vice President shall:
1. Be an active member
2. Preside in the President’s absence
3. Chair the Planning Committee
4. Shall be a signer on the checking account
5. Assist and support the President in all WTBA responsibilities
6. Shall make arrangements for an external audit of all financial documents prior to the change of
officers
C. The Secretary shall:
1. Be an active member
2. Keep and report the minutes of each meeting
3. Forward a copy of the minutes to the Web Master for electronic distribution
4. Maintain a hard copy of the minutes
5. Attend to all correspondence of the WTBA, Inc.
D. The Treasurer shall:
1. Be an active member
2. Send invoices for annual dues
3. Collect all monies due and keep accurate records of all transactions
4. Shall be a signer on checking account
5. Makes deposits
6. Present a financial report at the General Meetings
7. Present an annual Budget for approval at the June General Meeting
8. File taxes in a timely manner or arranges for an outside source to handle
9. Pay WTBA expenses
10. Submit financial documents to the Executive Board for annual internal audit prior at the end of the
calendar year.
11. Submit financial documents to the Executive Board for a external audit prior to the end of the twoyear
term of officers
E. The Membership Director shall:
1. Be an active member
2. Co-ordinate the Membership Committee and preside over committee meetings
3. Maintain an updated list of all members
4. Receive and process membership applications
5. Shall work closely with the Treasurer to effici ently process payments by new members and
maintain accounting of the payment of annual dues
6. Shall be a signer on the checking account
7. Introduce new members at meetings
F. The Historian shall:
1. Be an active member
2. Be appointed by the President
3. Serve as official photographer at all meetings and events
SECTION 5 – EXECUTIVE BOARD MEETINGS
A. Meetings of the Executive Board will be scheduled by the President when necessary.
B. An Annual Planning Meeting of the Executive Board shall be scheduled by the President prior to the
January General Meeting. The Vice-President shall preside over this meeting.
SECTION 6 – REGIONAL MEETINGS
A. Members in good standing may organize Regional Meetings for the purposes of WTBA members,
following the guidelines specified by the By-Law and Guidelines.
B. Members who volunteer to organize meetings and events in their region can be recognized by the
Executive Board as Regional Directors.
C. A Regional Director will be the liaison with the Executive Board when events are scheduled and shall be
responsible for the regional event following WTBA guidelines.
SECTION 7 – GENERAL MEETINGS
A. Two (2) general membership meetings per year shall be held; a January meeting scheduled to coincide with
the West Coast Fancy Food Show and a mid-year meeting to coincide with the World Tea Expo.
B. General Meetings are open to all members and potential members.
C. The purpose of the General Meetings is to conduct the business of WTBA. When it is necessary to vote on
issues, the issues will need to be passed by a quorum.
D. A quorum will consist of a 2/3 majority of the active members present
E. Each business and individual member shall have one (1) vote.
SECTION 8 – ORGANIZATIONAL STATUS
A. WTBA, Inc. shall apply for exempt organization status under Internal Revenue Code Section 501( c)(6) as
a business league and no part of its earnings shall inure to the benefit of any private shareholder or
individual.
SECTION 9 – AMENDMENTS
A. The constitution and/or by-laws may be amended or altered by majority approval of a quorum (See Section
7 Paragraph D) provided each member is notified at least ten (10) days prior to the intended action. Any
active member may propose amendments or alterations.
