Section 1. Director Term, Officer Elections. The Board of Directors will elect a minimum of three (3) Officers annually from among the elected Board members to perform the Association functions of President, Vice President, Secretary/ Treasurer. This election of officers shall occur within 30 days following the scheduled vote count to select Directors, as detailed in Article IV, above and must be announced to the Association members within 30 days thereafter. The announcement can be completed electronically, or by mail to the entire membership. The term of the Officers shall be one year. The Officer duties will commence immediately upon election and continue until their successors are elected. The duties and function of each Officer shall be determined by Board of Directors. Additional Officers may be elected, if needed, by the Board of Directors. The general duties of the Officers follow:
Section 2. President. The President shall preside over all meetings, shall promote the purposes of the Association, enforce observance of the Bylaws, perform duties incidental to the office, and be the primary representative of the Association.
Section 3. Vice President. The Vice President shall perform such duties as may be assigned by the President, and shall preside at meetings in the event of the President’s absence.
Section 4. Secretary. The Secretary shall be responsible for minutes of all meetings of the Association. The Secretary shall be responsible for Association correspondence, as well as notifying all members in writing or by electronic means of meetings. All or part of these functions may be performed by Association staff, as the Board of Directors deems appropriate.
Section 5. Treasurer. The Treasurer shall collect dues; give receipts for dues paid, and shall deposit all monies in the name of the Association bank accounts. The Treasurer shall furnish to the Association an annual financial accounting at least once per year, at the regular or special membership meetings. In addition, the Treasurer shall be responsible, in conjunction with Association staff and other Officers, for developing and monitoring Association budgets in accord with the fiscal year. The routine duties of the Treasurer may be performed by Association staff, as deemed appropriate by the Board of Directors, or contracted to an outside, independent vendor. However, either the Treasurer or President, or both, shall supervise any accounting and auditing functions.
Section 6. Meetings. The Board of Directors shall meet at least four (4) times a year and at such other times as deemed necessary by the President. Such meetings may be attended by Directors via electronic means and such attendance will be considered as being present in person for the purposes of determining a quorum.
Section 7. Ex-Officio Board Members. The immediate past president of the Board will serve as a non-voting, ex-officio member of the Board of Directors. Likewise, a representative currently serving and appointed or employed by the Colorado Wine Industry Development Board, shall also serve as an ex-officio member of the Association Board of Directors. Neither of the ex-officio members will have a vote on the Association Board of Directors.
Section 8. Meeting Guests. Members of the Association or persons invited by the Board may attend or participate in Board meetings, but shall not vote.
Section 9. Agreements. The Board of Directors may negotiate agreements, enter into contracts with individuals or groups, and authorize payment of fees for services rendered to the Association and/or the Association’s interests. It may authorize the employment of individuals not members of the Association to perform services for the Association, and establish compensation, conditions and requirements for such employment or services. At the board’s request, it shall have the right to review and authorize all expenditures.
Section 10. Insurance. The Board of Directors may purchase liability insurance for any or all of its activities and to indemnify the members of the Board of Directors and the Association’s committees, individually and collectively, and anyone acting on behalf of the Board of Directors at its specific request, for and against any liability resulting from actions taken on behalf of the Association.
Section 11. Delegation. The Board of Directors may delegate specific or general authority to any of the officers, directors or committees when necessary for the orderly and prompt performance of its functions.
Section 12. Fund Raising. The Board of Directors is responsible for raising adequate funding to support the Purposes of the Association, by determining dues for membership, subject to approval by members under Article VI above; shall organize and conduct fund raising events, which shall consist of at least one Wine Festival annually. Other events, including those not specifically for fund raising, may be added or deleted from the Association’s calendar at the discretion of the Board. It is the intent of the Association that members will participate in or help plan and conduct fund raising events.
Section 13. Staffing. The Board of Directors is responsible for the hiring and retention of adequate, qualified, full or part-time staff positions, or qualified vendors, to carry out the Purposes of the Association, along with Board responsibilities, including any book keeping duties or event promotions, as needed. If an Association member is hired as a full or part-time employee, or contractor, they shall be compensated at no more than market rates. Board members shall not be employees or vendors. Board members may be contractors under special circumstances, approved by the Board of Directors. The Board shall have the right to review and authorize all expenditures.
Section 14. Outside Professional Expertise. The Board of Directors is responsible for the retention of outside legal counsel, financial accounting or audit services on an as-needed basis to advise the Association regarding legal and financial matters. Other experts in marketing, governmental relations, enology, viticulture or other professions related to production and promotion of Colorado wine may be retained on an as-needed basis.
Section 15. Officer Succession. It is the goal of the Association to provide succession of the President by the Vice-President, subject to the annual election of Officers and the electoral terms of the Directors.
Section 16. Director Compensation. The Board of Directors shall not be compensated for service.
Section 17. Removal. Directors can be removed by a majority vote of the Association for misfeasance, malfeasance or nonfeasance.