MENDOCINO WINEGROWERS, INC. FORMATION BOARD REPORT TO THE MEMBERSHIP DECEMBER 7, 2012

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ORGANIZATIOAL DEVELOPMENT MENDOCINO WINEGROWERS, INC. FORMATION BOARD REPORT TO THE MEMBERSHIP DECEMBER 7, 2012 This is the first in a series of communications to keep you informed on the progress of MWI. During the initial informational meetings in Hopland, Redwood Valley, and Anderson Valley a common concern was voiced over the need to have more communication to the membership than had been previously undertaken. With this in mind, I will attempt to provide you with a clear understanding of what the formation board has been doing and what has already been accomplished. All of what has been undertaken is a result of, and consistent with, the information obtained at the Strategic planning session held on September 5, 2012, at the U.C. Extension offices, in Ukiah. That session was attended by more than 50 representatives from Mendocino s Grower and Vintner community. The individuals, listed below, have been meeting on a regular basis, following the motion at Barra s tasting room on July 6, 2012 to form a steering committee and get it going. Ed Berry, Leroy Chase, Paul Dolan, M.J. Girard, George Lee, George Phelan, Zac Robinson, and Tyler Rodrique. Also, at the July 6 meeting, a strong consensus developed to form a voluntary organization, and include both wineries and growers on an equal basis. To this end, we immediately: 1) filed Articles of Incorporation with the State, 2) established a legal address, bookkeeping, and accounting relationship with Price Waterman in Ukiah, and 3) formed a sub committee to research and recommend dues for the new organization. (for Dues proposal see Financial Development) 4) selected and registered the official name Mendocino WineGrowers Inc. 5) applied for and received approval for fictitious name MWI 6) developed and approved by laws 7) designated a formation board and interim officers (President: Zac Robinson, Treasurer: Tyler Rodrique, and Secretary: George Lee) 8) developed a written job description for directors 9) created an industry database so MWI can represent all 100 wineries and 550 vineyards in the county 10) scheduled a release date: Jan 1, 2013 for the new Grape Buyer Guide 11) scheduled a Jan 1, 2013 launch for the new Vineyard Guide

PROGRAMATIC DEVELOPMENT Taking the information provided by the membership at the three informational meetings and the strategic planning meeting, a mission / vision statement was developed and a five year strategic plan. Information from the Wine Commission s Five Year Tactical Plan was reviewed and included in the new MWI plan. These documents then provided the basis. Utilizing the contents of the strategic plan the board was able to distill down, from the many long term goals, a one year operational plan for 2013, some of which have already been accomplished.. At the formation board meeting on Nov. 27, a policy was approved to provide promotional and financial support to registered subappellations. Sub appellations can request financial support up to $1000.00 for an event or festival. MWI will also assist with promotional efforts. MWI assisted in developing a relationship between various Mendocino Wineries and Amazon Wine Market Place These goals are imminently doable and we have every intention to complete each item on the 2013 plan. We have, also paid particular attention to the concerns of the growers and will highlight these efforts as we proceed forward. A Growers sub committee, for further input, will be initiated immediately, and that activity will become a high priority for MWI. Comments at the information meetings and the strategic planning session also asked that the new organization be lean and mean. That imperative has been taken to heart. Significant cost reductions can be obtained by developing partner relationships with other promotional organizations, such as Visit Mendocino, Lodging Assoc., Farm Bureau, etc. To this end, we have not leased or otherwise engaged any facility to serve as a home base. Meetings have been conducted at various settings, at no cost. And, we are currently engaged in partnership discussions to provide these resources. The following operations plan been developed and approved by the formation board for 2013. OPERATIONS PLAN 2013 MISSION: MWI will promote the quality and image of Mendocino County grapes and wine with three target audiences; 1) decision makers who buy grapes, 2) press and trade groups who write about, sell, or recommend wine, 3) consumers who buy wine. VISION: MWI will 1) partner with Mendocino County Advocacy organizations, 2) support designated events, 3) design promotional support through media groups, and 4) develop external funding through grants to advance the mission of MWI. Goals and Objectives for 2013

For Growers: 1) Grape and wine classified; electronic and mail 2) Mendocino vineyard guide, electronic 3) Grape Buyer Guide 4) Support growers educational programs in concert with UC Extension 5) Monitor and disseminate information on compliance, regulatory, and industry issues 6) Create a Growers sub committee For Wineries: 1) Provide promotional and limited financial support to designated appellations and Mendocino wine and grape events; AV festival, Hopland Passport, Taste Redwood Valley, Yorkville Highlands Festival, Winesong, and others to be determined. 2) Support promotional visitors such as Sommeliers, buyers and writers. 3) Promote Taste of Mendocino, S.F. Vintner Market (Pay to play). 4).Promote Mendocino Wine Competition For All Stakeholders: 1) Update and maintain Website 2) Promote social media activities 3) Develop Grant funding 4) Initiate partnering talks with Advocacy groups, Farm Bureau, Visit Mendocino, Lodging Association, UC Extension 5) Produce a quarterly news letter (done) Administrative functions: 1) Prepare budget 2) Establish bank account (done) 3) Designate an accounting firm (done 4) Develop a recruitment plan 5) Ratify By Laws (done) 6) Create an annual calendar of events 7) Complete accurate data base 8) Develop RFP and interview vendors for needed services 9) Designate date and venue for annual (semi annual) meeting(s) 10) Designate dates, time, and venue for board meetings (done) 11) Develop job description for directors (done) 12) Decide on what level MWI should partner with Visit Mendocino, but a lot of the above will depend on this decision. 13) Establish a permanent address and phone number

FINANCIAL DEVELOPMENT The directive was loud and clear during the informational meetings and the Strategic Session that transparency, cost effectiveness, and accountability were critical to the success of this organization. By creating a voluntary organization, the Board fully understands, there will be no future revenue (dues) if you, the individual member, does not perceive value in the output of the newly created MWI. A bank account has been established at the Savings Bank of Mendocino. Price Waterman is providing initial bookkeeping and accounting, and will prepare appropriate tax returns. Dues payment should be sent to Price Waterman. While deciding on a Dues package for 2013, a request Leap Year Dues was sent to the membership and very quickly over 47 members contributed start up capital. The capital was used to support the organizational development of the group and to immediately commence key programs described above. At the same time input was solicited from the membership on what would constitute an appropriate level of dues for growers and wineries. Many suggest lower dues that what the prior commission collected and surprisingly a number of individuals suggested higher dues. Data was obtained from neighboring counties, and predecessor organizations. The committee, and then the board, took into account the needs of the small grower and the small winery, by lowering the base fee as noted in the above proposal. The assessment per case or acre is virtually consistent with what other similar organizations are requesting. A very serious effort was undertaken to balance what would be needed to undertake serious promotional activities, while at the same time being fair to all the individual members. Future communications will clearly outline the use of funds so that members can be certain that their contributions are being effectively utilized. DUES PROPOSAL Data pertaining to dues, tonnage, and cases produced was obtained from Napa, Anderson Valley, Lake County, MWWC, Paso Robles, the Wine Institute, and MWA. Based on this information, $10.00 / ton, $40.00 / acre, $0.06 / gallon, and $.15 / case are equivalent. After thoughtful discussion the steering committee recommends the following; Base fee * Assessment Cap Growers $500.00 $40.00 / acre $20,000.00 (500 acres) Wineries $500.00 $0.15 / case $20,000.00 (130,000) cases Wineries that also grow grapes can join either as a grower, or a winery, or as both.

If a bottle lists on its label Mendocino, or a sub appellation of Mendocino County, it would be defined as a case. *Less than 15 acres: Base fee $100.00 *Less than 500 cases: Base $100.00 Updating the Website and promoting the program No Grapes Left Behind resulted in an additional $500,000.00 in grape sales for Mendocino Vineyards. Other than this program the remaining expenses were directly related to Legal cost, licensing fees, accounting, and limited office supplies. We have initiated a major effort to identify and obtain grants from federal and state agencies. These grants are available and other counties have successfully obtained them for promotional activities. A final budget will be available and provided to the members once the revenue from the 2013 dues is available. The first dues request will be mailed on Jan 15, 2013. Dues will be collected on an honor system based on the criteria listed above. Questions concerning the dues can be directed to Zac Robinson, (489 1406) George Lee (894 2665), or Tyler Rodrique (415 533 8642). The formative efforts have shown a great deal of promise that a lean mean organization can be successfully implemented with a high probability of meeting the needs of the Mendocino Wine Community. Transparency, cost effectiveness, and accountability will be the hallmarks of MWI. Now we need your support. George Lee Secretary, MWI.