Oakville Winegrowers

“The organization has two classes of members: Regular Members and Affiliate Members. All must meet requirements for the particular class of membership. Only regular members have voting rights.”

“Directors are elected during the annual meeting of the members of the organization and serve until the next annual meeting. A director may be removed by a vote of the existing directors or by a vote of the members. Vacancies on the board may be filled by a majority of the remaining directors.”

“The following actions may only be approved by a majority of voting members: 1) Amending the articles of incorporation; 2) Approving a contract or transaction between the organization and one of more directors, or between the organization and any entity in which a director has a material financial interest; 3) Electing to wind-up and dissolve the organization; or 4) Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or bylaws, when the organization is in the process of winding-up.”

“The Form 990 is prepared by a public accounting firm. The Executive Director and the organization's treasurer each reviews and approves the Form 990 prior to its filing. The Full Board receives a copy within 30 days after filing.”

“The executive director and board members are required to annually document in writing any interests, relationships or holdings that could potentially result in a conflict of interest. If a conflict of interest is identified from an annual disclosure, the organization's board will review the conflict and take appropriate action, which may include prohibiting an individual from participating in the board's deliberations and decisions regarding a certain transaction. If a conflict is identified during a meeting, the Board will decide what appropriate action to take.”

“The organization's Compensation Committee annually evaluates the performance of the Executive Director and requests input on matters of performance and compensation. The Compensation Committee obtains information on which to make a recommendation to the full board for the salary and benefits of the Executive Director (and other highly compensated employees or consultants) based on a review of data. For example, the Compensation Committee will secure data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations. This data may include salary and benefit compensation studies by independent sources and documented telephone calls about similar positions at both nonprofit and for profit organizations. To approve the compensation for the Executive Director (and other highly compensated employees and consultants) the board documents how it reached its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation will include a description of the compensation and benefits and the date it was approved and the members of the board who were present during the discussion about compensation and benefits, and the results of the vote.The President of the board of directors, who is a volunteer and not compensated by the organization, operates independently without undue influence from the Executive Director. No member of the Compensation Committee may be a staff member or the relative of a staff member.”

“See answer to question 15a”

“The organization's governing documents and conflict of interest policy are available to the public upon request.”

“Book/Tax Difference in Depreciation = $130”