There Are a Variety of Views About the Roles and Responsibilities of a Board of Directors

New Mexico Vine and Wine Society Board of Directors Job Descriptions

Approved March, 2010 There are a variety of views about the roles and responsibilities of a board of directors and most of these views share common themes. This document attempts to portray those themes by depicting various views. Simply put, a board of directors is a group of people legally charged with the responsibility to govern a corporation. A more progressive perspective is that the board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the board reports to stakeholders, particularly the local communities which the nonprofit serves.

The Board of Directors of the New Mexico Vine and Wine Society consists of all the officers, the immediate past president, the chapter presidents and five elected board members. All officers are elected in odd years at the fall meeting and serve two-year terms. The five directors are elected every two years, two in odd years and three in even years. All officers and board members must be members of the New Mexico Vine and Wine Society.

President Supervises all of the functions and acts as ex officio member of all committees. Serves on Board of Directors as past President

Is elected for two year terms at the annual meeting in Fall (odd years); chairs meetings, and provides agenda in cooperation with the other Officers: serves as ex officio member of all committees of the Board; consults with members; is a signing officer.  Is a member of the Board.  Serves as the ‘Chief Volunteer’ and ‘Ambassador’ of the organization.  Works with the Board in achieving the organization's mission, discusses issues confronting the organization and reviews any issues of concern to the Board.  Provides leadership to the Board of Directors, which sets policy, helps guide and mediate Board actions with respect to organizational priorities and governance concerns.  Leads the Board in tactical and strategic planning.  Appoints the chairpersons of committees, in consultation with other Board members.  Monitors financial planning and financial reports; plays a leading role in funding and expense activities.  Formally evaluates the performance of Committees and informally evaluates the effectiveness of the Board members.  Evaluates annually the performance of the organization in achieving its mission.  Large event Match Director and Master of Ceremonies.  Large event Arbitration Committee Chair.  Responsible for appointing organizers and directors of the NM State Fair Wine Judging and the annual conference.  Appoints nominating committee at the winter/spring meeting

1 Vice President

In the President's absence or in the event of his/her inability to act, performs the duties of the President

Is elected for two year terms at the annual meeting in fall (odd years); serves as Board chair in president’s absence; undertakes special duties as designated by president; is a signing officer.  Is a member of the Board.  Performs Chair responsibilities when the President cannot be available.  Reports to the Board's Chair.  Works closely with the President and other Officers and members.  Participates closely with the President to develop and implement officer and project transition plans.  In addition, performs these and other duties assigned by the Board.

Treasurer

Hands out financial report at each board meeting along with a list of outstanding checks. Receives dues from the membership secretary and in turn, distributes funds on a quarterly basis to each of the Chapters. President, Vice President, and Treasurer are authorized to sign checks. Each check requires two signatures. Checks with bank to get their particular process for accomplishing signature power as officer’s change.

Each Chapter is required to send in their end of the year financials to file with the Treasurer. The fiscal year ends September 30. The Treasurer is responsible for getting all financial information to the accountant. The tax return is due to the IRS five months after the end of the fiscal year.

Is point of contact for all incoming brochures, posters, booklets, and. etc. As they are distributed, keeps tracks of which organization gets what. If money is due from the organization, it is entered as Accounts Receivable on the financial statement.

Reimburses Board members at the rate set by the BOD for mileage to Board meetings (outside radius of 25 miles). Reimburses Board members for ordinary expenses submitted (with receipts).

2 Reports to file  1099 for Grapevine editor - due by March 2  Nonprofit Corporate Report - due three months after the end of the fiscal year  Prepares annual report to the State Corporation Commission  Gives tax information to tax accountant.  Filling out "Nontaxable Transaction Certificate".  Submits annual renewal/payment for the Society’s liability insurance

Is elected for two year terms at the annual meeting in Fall (odd years); monitors financial affairs of the organization; provides annual budget to the Board in cooperation with senior staff; is a signing officer, and oversees financial compliance review. The Treasurer shall make a report at each Board meeting, assist in the preparation of the budget, and help develop funding and expense strategies, and make financial information available to Board members, to authorities and to the public.

 Is a member of the Board.  Manages finances of the organization.  Administers all fiscal matters and corporate liabilities of the organization.  Provides annual budget to the board for members' approval.  Ensures development and board review of financial policies and procedures.  In addition, performs these and other duties assigned by the Board.  Is responsible for all monetary transactions.

Secretary Takes minutes at each Board meeting, distributing them to members within a month after Board meeting after review by the President..

Is elected for two year terms at the annual meeting in Fall (odd years); records and distributes all Board meeting minutes; and assures that corporate records are maintained; handles routine correspondence at the Board’s direction.

 Is a member of the Board.  Maintains all of the corporate documentation of the organization.  Maintains records of the board and ensures effective management of organization's records.  Is responsible for minutes of board meetings and insures distribution shortly after each meeting.  Is responsible for general and specific correspondence to its members and to businesses, organizations and individuals.  Is sufficiently familiar with legal documents (articles, by-laws, IRS letters, etc.) to note applicability during meetings.  In addition, performs these and other duties assigned by the Board.  Maintains archival materials such as the Grapevine, minutes, conference proceedings, etc.

3 Membership Secretary

Dues are paid annually from Jan. 1 - 12/31. If a new member signs up during the year, their dues will be prorated with the full amount being payable on the following Jan. 1. All dues are to be sent to the membership secretary (checks payable to NMV&W Society). Only new members need to fill out an application.

The membership secretary will turn over the money plus a new membership roster to the treasurer on a regular basis. The treasurer will send money due the chapter on each membership to the chapter on a quarterly basis.

The membership secretary is responsible for keeping the roster updated and sending a current roster to the chapter secretary and treasurer on a regular basis.

Members will be dropped from the membership list if the dues are not current after the conference. Reminders will be sent to members with delinquent dues for one year. After one year, the member will be removed from the roster.

Is elected for two year terms at the annual meeting in Fall (odd years);  Is a member of the Board.  Is responsible for general and specific correspondence to its members and to businesses, organizations and individuals.  Maintains, updates and distributes annually to the membership an accurate membership roster.  In addition, performs these and other duties assigned by the Board.

Immediate Past President The immediate Past President serves as an advisory and voting member of the Board of Directors. The Past President serves as the chair of the nominating committee.

Chapter Presidents The four chapter presidents serve as voting members of the Board of Directors. They represent their respective chapters at the meetings and present updates of chapter activities. The chapters provide the regularly scheduled, local activities to their members. Chapter Presidents are elected by members of their chapters.

Grapevine Editor is paid $300 per issue.

Editor will publish conference information in the Winter edition. Including:  Registration form  Dates  The number of issues will vary but usually three-four issues a year

4  Speakers and topics  Hotel information  Is hired by the board  Is not a voting member of the Board.  Produces the Quarterly Newsletter and other attachments and facilitates its general distribution.

Board Members

There are five board members elected for two-year terms. Board elections are held each year with two board members elected in odd years and three board members elected in even years. Mileage to attend BOD meetings is treated the same as with the officers.

 Attend all board and committee meetings and functions, such as special events.  Be informed about the organization's mission, services, policies, and programs.  Review agenda and supporting materials prior to board and committee meetings.  Serve on committees or task forces and offer to take on special assignments.  Inform others about the organization.  Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization  Keep up-to-date on developments in the organization's field.  Follow conflict of interest and confidentiality policies.  Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements.

Board Meetings

Mileage is paid to Board members attending board meetings at the rate set by the BOD. Mileage will be reimbursed only outside a radius of 25 miles. A form can be obtained from the Treasurer for submittal. The current rate is set at $0.35/mile

Miscellaneous  Board members can submit ordinary expenses (include receipts) to the Treasurer for reimbursement  Mileage will be reimbursed only outside a radius of 25 miles.  Regularly attends board meetings and important related meetings.  Makes serious commitment to participate actively in committee work.  Volunteers for and willingly accepts assignments, and completes them thoroughly and on time.  Stays informed about committee matters, prepares well for meetings, reviews and comments on minutes and reports.  Gets to know other committee members and builds a collegial working relationship that contributes to consensus.  Is an active participant in the committee's annual evaluation and planning efforts.  Participates in funding and expense strategies for the organization.

5 Conference

The Conference Committee will be appointed at the Board meeting after the conference.

Meeting Venue

Search for the hotel should begin the month following the conference. This is usually the last weekend in February unless conflicts occur. The visitor’s center will take the conference information and distribute it to the various hotels that are members with them. Responses come from the hotels within two weeks. Some hotels will not allow wine to be brought in for tasting; some will charge a corkage fee.

Conference Room

Should contain  Two projectors - one overhead, one computer projector, plus maintenance  materials (light bulbs, etc.)  Podium  Microphone and sound system setup  School room setup  Water on tables

New Mexico State Responsibilities  Sets up program and gets speakers  Informs speakers what the Society is responsible for  Reserving rooms for speakers (three nights)  Airline fare (coach)  meals (reasonable) including conference meals and meals en route  transportation to and from hotel

The speakers are requested to attend the banquet, which the Society pays for Speakers are expected to be available at lunch for discussions with attendees. If lunch is not provided, a Board member will be responsible for taking the Speakers to lunch.

Puts out proceedings within six months after the conference. These proceedings will be distributed to those that have paid conference registration fees and the speakers and sponsors.

Advertising

Banquet: Must have a minimum of two choices of main entree.

Wine Tasting 6  Provide clean glasses, a spit container and water  Arrange for cork-pullers, uncorking help and pouring help

Miscellaneous  Snacks should be provided each morning (coffee-regular, decaf-tea, Danish, muffins) with at least soft drinks provided each afternoons.  Names tags should be made up for each attendee, along with a holder and a folder provided that contains the conference program, speaker bios, a list of attendees, a pen, a writing tablet and a list of wines served at the events  If the hotel does not provide a pen and paper, make up a folder which includes those items listed.  A copy of the program should also be handed out to each attendee.  Members must have dues paid in full to attend the conference at the member’s rate.  Reserves rooms for attendees at State rate (or lowest rate available).  Order an additional six proceedings. Three to NMV&W Society archives, one to NMSU Library, one to State Viticulturist and one to the Tularosa Library which houses the NM Vine and Wine Society collection.  Registration table will be manned early and during the conference.

Committees, Committee Chairs and their Members are “pro tem”.  The Board may create committees as needed. The President appoints all committee chairs.  The President, in consultation with the Board, may create Operational Officers as needed who serve “pro tem”

Executive Committee Members  Are the President, Vice President, Secretary and Treasurer and immediate past President. It meets between regularly scheduled Board meetings to address routine or special issues as they arise.  Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority to conduct the business of the Organization.

Immediate Past President:  It will be the responsibility of the Past President to perform duties normally associated with this office, including serving on the Board of Directors in an advisory capacity and chairing the Nominating Committee.