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. 

ARTICLE 4 – MEETINGS

Monthly meetings of the Board shall be held at a convenient time and place within Mendocino County at least ten (10) times annually. Half of the meetings shall be held in an inland location and half within a coastal location.

1. Special meetings – Special meetings may be called by the Chair or by a majority of the Board by written notice (which includes e-mail) delivered to the Chair. Such notice must include a statement of the nature of the business to be conducted. Within two (2) business days of receiving the notice the Chair must call such a meeting for a convenienttime and place to be held not later than seven (7) days after receipt of said notice. 

2. Quorum and Voting – At any Board meeting a quorum for the transaction of business shall consist of at least fifty (50) percent of the total of voting Directors in office at the time of the meeting. 

3. Conference calling – Members of the Board may participate in a meeting through the use of conference calling. Participation via conference calling shall be considered attendance at Board meeting.

4. Open and Closed Meetings – All meetings of the Board are open to the public. However, portions of a meeting will be closed to the public when the subject is 1. personnel matters, 2. litigation or legal disputes, 3. legal issues or contracts. Any action decided upon during the closed session will be reported as a summary action item in public session following the closed session. 

ARTICLES 5 –OFFICERS

The following shall be the Officers of VMC and shall perform the following duties and may exercise and perform other powers and duties as may from time to time be assigned by the Board.

1. Chair of the Board – The Chair of the Board shall preside over all meetings of the Board, sign all correspondence in the name of the Board and be identified as the Chair for purposes of interacting with governmental bodies, contractors and others.  

2. Vice Chair – Whenever the Chair is absent or the office of Chair is vacant or the Chair is unable to act regarding any transaction or matter before VMC because of direct conflict or interest or some other reason, the Vice Chair shall perform the functions and discharge the duties of the Chair.  

3. Secretary – The Secretary shall keep or cause to be kept the official records of VMC which shall include minutes of all meetings of the Board. The Secretary shall also maintain records of attendance.

4. Treasurer – The Treasurer shall receive and disburse all funds of VMC or shall audit such receipt and disbursement. The Treasurer shall assure that all bank accounts and financial records are properly maintained and that budgets are up to date and adequately reflect the financial dealings of VMC. The Treasurer shall also be the Chair for the VMC Finance Committee.

ARTICLE 6 – COMMITTEES

The following committees are created by the Board and shall be referred to as Standing Committees. Each such committee shall only have the authority conveyed to it by these By Laws or by resolution of the Board. Each Board member shall be required to actively serve on one (1) Standing Committee and only one. The Chair has the power to appoint Board members to a committee if all slots are not filled by volunteers. All committees shall meet at least monthly unless the committee Chair determines there is no business which needs to be discussed. Under no event shall a committee meet less than every three (3) months. 

1. Finance – The Finance committee shall be chaired by the Treasurer and shall be composed of two (2) additional Board members, preferably the treasurers from both MCLA & MCPA. The Committee shall assure that the Board fulfills its financial responsibilities, selecting a CPA to perform financial reviews or audits and review financial statements and budgets.

2. Personnel – The Personnel Committee shall be chaired by a Board member and shall be composed of two (2) additional Board members. The Committee shall assure that the Board fulfills its review of the President/CEO and is to assist the President/CEO in determining staffing needs and creation of job descriptions and remuneration. For purposes of management and accountability, all staff will be hired and fired as necessary by the President/CEO. All staff will report to the President/CEO.

3. Media Committee – The Media Committee shall be chaired by a Board member and shall be composed of two (2) additional Board members. This committee will advise Staff and the Board concerning decisions regarding all media issues including but not limited to public relations, marketing and marketing planning, media buys, trade shows, sales and related issues concerning the promotional activities of Mendocino County. Interested members of MCPA member organizations are welcome to join this committee with prior Board approval.

4. Visitor Services Committee – The Visitor Services Committee shall be chaired by a Board Member and shall be composed of at least two (2) additional Board Members. This committee will advise staff and the Board concerning decisions regarding all visitor services issues including but not limited to fulfillment, website, events/festivals, hospitality training, visitor centers, signage and related issues concerning the visitor experience within Mendocino County. Interested members of MCPA member organizations are welcome to join this committee with prior Board approval.

5. Ad Hoc Committees – The Board has the authority, from time to time, to appoint Ad Hoc Committees. The Board has broad discretion to prescribe the duties and duration of such Ad Hoc Committees. 

ARTICLES 7 – CHIEF EXECUTIVE OFFICER

1. The Board can choose to create the position of President/Chief Executive Officer (CEO) who will be vested with the authority to execute the marketing plan approved by the Board of Directors.

2. Duties and Responsibilities of President/CEO

A. To execute the Marketing Plan approved by the Board of Directors.

B. To enter into contracts for services necessary to fulfill the marketing plan.

C. To hire and if necessary terminate staff to assist in the fulfillment of the  marketing plan.

D. To operate the business of the VMC.

E. To represent VMC to the County, the Region, the State and beyond.

3. Compensation and term

A. The Board of Directors will determine compensation.

B. The term shall be no less than one year and no greater than three years.

C. Termination under other circumstances will be determined by the Board of  Directors in the creation of a contract with the President/CEO.

4. To pay or cause to be paid the obligations of VMC under the direction of the Treasurer.

5. To support the work of the Secretary in assuring that the minutes and records of the organization are properly prepared, maintained and dispersed as appropriate.

6. To serve as an ex-officio member of the Board of Directors of VMC in all instances except the evaluation of the President/CEO.

ARTICLE 8 – MISCELLANEOUS

1. Amendment of By Laws – These By Laws may be amended by a two thirds (2/3rds) vote of the Board present at any regular meeting of the Board at which a quorum is present. Written notice of any proposed By Law change shall be given the Board at least ten (10) days in advance of any regularly scheduled meeting. 

2. Contracts – The Board may authorize the President/CEO to enter into any contract or execute any instrument in the name of VMC. 

3. Dissolution – If either VMC, MCLA or MCPA decide, pursuant to their procedures, By Laws or the contract entered into between them and VMC that VMC has not fulfilled its commitment of promoting Mendocino County, VMC may be dissolved in an organized manner. Performance of VMC shall be reviewed annually within 60 days of fiscal year end of VMC, MCLA & MCPA. VMC may recommend alternate structure of MCPA or VMC, including dissolution of any of these bodies, should circumstances warrant such a recommendation.   

4. Political Positions – VMC will take no political positions and will not lobby any government body. Reporting activities to appropriate government bodies shall not be considered lobbying. 

5. Records and Reports – The Board shall maintain adequate records, accounts and reports. The Board shall issue an annual report outlining the accomplishments of the VMC during the previous year, such report to be provided no more than ninety (90) days after the end of the fiscal year.