ARTICLE 3 – BOARD OF DIRECTORS 

1. Authority and Power - All the powers, rights and privileges of VMC shall be exercised and its business conducted by or under the direction of the Board of Directors (“Board”) subject to the provisions of relevant law and these Bylaws. The role of the Board is to establish and implement the mission, establish Board policies, hire, support, evaluate and if necessary terminate a President/Chief Executive Officer (CEO) and assure adequate resources and basic compliance with important legal, financial and ethical requirements. 

2. Specific Responsibilities 

A. To select and remove, if necessary, President/CEO and prescribe the duties,  compensation and benefits of President/CEO.

    B. To provide an annual review of the President/CEO.

C. To make policies governing the disbursement of funds.

D. To approve agreements and contracts necessary to fulfill the mission.

E. To make periodic reports to MCLA and MCPA.

F. To solicit and receive broad direction from MCLA and MCPA.

3. Fees and Compensation – Directors shall not receive compensation for their services to the Board other than reimbursement for reasonable expenses approved by the Board. 

4. Appointment and Term 

A. There shall be a total of ten (10) members of the Board. Five (5) of those members shall be members of the MCLA Board of Directors and appointed to serve on VMC by said MCLA Board. Five (5) of these members shall be members of the MCPA Board of Directors and appointed to serve on VMC by said MCPA Board. Two (2) of the MCPA directors shall represent the Wine Grape and Wine Commission, one (1) will represent the arts community, one (1) will represent the Chambers of Commerce located in the County and one (1) will be selected from among the MCPA Board who will represent a constituency other than wine, the arts or the Chambers. 

B. Each member of the Board shall serve for a two (2) year term except that five (5) of the initial Board members shall serve a one (1) year term so membership will be staggered. The terms shall be chosen by lottery. If a vacancy occurs on the Board, the organization appointing such Board member shall appoint a replacement, said replacement to complete the term of the departed member. 

C. There shall be no limitation as to the number of terms members of the Board can serve. 

5. Non-Voting members – The Board may appoint any number of non-voting ex official members in order to reach out to other constituencies of pools of expertise, with the goal of encouraging broad community and governmental participation. 

6. Self Dealing – The Board specifically incorporated Section 5233 of the California Benefit Corporations Code regarding self-dealing transactions and interested directors. 

7. Measurement and Evaluation – The Board shall assess its own performance at least annually as to measurable achievement of goals and performance of duties. An annualretreat shall be a satisfactory form of evaluation.

8. Removal of Directors – A director may be removed by a two thirds (2/3rds) majority of directors at a Board meeting at which a quorum is present. The director whose removal is being considered shall not be allowed to vote in this instance but shall be counted as part of a quorum. 

9. Meeting Absences – If any director misses more than three (3) regularly scheduled meetings in a fiscal year that director shall be removed from the Board at the end of the third missed meeting. The organization selecting such Board member shall appoint a replacement whose term will be the same as that of the departed member. 

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