TWIN CITIES SOMMS MEMBER HANDBOOK
TABLE OF CONTENTS
I. INTRODUCTION
II. BOARD OF DIRECTORS
Directory
General Powers
Number, Tenure, Requirements, and Qualifications Regular and Annual Meetings
Special Meetings
Notice
Quorum
Forfeiture
Vacancies
Compensation
Informal Action by Directors
Confidentiality
Advisory Council
Parliamentary Procedure
Removal
III. PROGRAMMING
Book Club
Study Hall
Written Deductive Tasting Verbal Deductive Tasting SAT Tasting
Church
IV. MEMBERSHIP
Membership Requirements Membership Approval Membership Removal
V. HR POLICIES
Code of Conduct Harassment Policy Privacy of Information
Protection of Personal Information
VI. TCS POLICIES
Solicitation Policy Conflict of Interest Fiduciary Policies
I. INTRODUCTION
Welcome to Twin Cities Somms. We are a mentorship-driven, educational non-profit organization seeking to elevate the quality of beverage education in Minnesota.
Our vision is to provide growth opportunities in beverage education, deductive tasting and service by uniting enthusiasts, professionals, and industry experts. In its operation, Twin Cities Somms prioritizes inclusivity and transparency. The core values of Twin Cities Somms include education, inclusivity, access, transparency, community and friendship.
This manual provides you with an introduction to our policies and practices, and outlines the commitments we make to you, as well as the obligations you assume as a member of our organization. We ask that all members be familiar with and understand the contents of this manual. We hope you will raise any questions or concerns that you may have, now or in the future, with any member of the board of directors with whom you feel comfortable.
II. BOARD OF DIRECTORS
Section 1. Directory
Sarina Garibović | Chairperson of the Board of Directors | sarina@twincitiessomms.com
Amanda Rodriguez | Secretary of the Board | amanda@twincitiessomms.com
Megan Luedtke | Board Member | megan@twincitiessomms.com
Horacio O’Brien-Ferres | Board Member | horacio@twincitiessomms.com
Sarah Pozgay | Mentorship Coordinator| sarah@twincitissomms.com
Dale Johnson| Board Member | dale@twincitiessomms.com
Madde Gibba| Board Member | madde@twincitiessomms.com
Alison McMullen| Board Member | alison@twincitiessomms.com
Section 2. General Powers
The affairs of Twin Cities Somms shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of Twin Cities Somms.
Section 3. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than fifteen (15) including the following officers: the chairperson, the education director, the outreach director and the secretary.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall be a member of Twin Cities Somms whose membership dues are paid in full and shall hold office for up to a three-year term.
Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three year terms.
Each member of the Board of Directors shall attend at least sixteen (16) bi-monthly meetings of the Board per year.
Section 4. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of December or January of each calendar year and at a location designated by the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 5. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the chairperson or any three members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them within the cities of Minneapolis or Saint Paul.
Section 6. Notice
Notice of any special meeting of the Board of Directors shall be given at least four (4) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 7. Quorum
The presence of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 8. Forfeiture
Any member of the Board of Directors who fails to fulfill any of their requirements as set forth in Section 2 of this Article by a date agreed upon by the majority of the board shall automatically forfeit their seat on the Board. The Secretary shall notify the Director in writing that their seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article may not be entitled to vote at the annual meeting and may not be entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 9. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 10. Compensation
Members of the Board of Directors may not receive any compensation for their services as Directors.
Section 11. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 12. Confidentiality
Directors shall not discuss or disclose information about Twin Cities Somms or it’s members or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit Twin Cities Somms. Directors shall use discretion and good business judgment in discussing the affairs of Twin Cities Somms with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 13. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of tTwin Cities Somms by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
Section 14. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Chairperson by reference to Robert’s Rules of Order.
Section 15. Removal
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of Twin Cities Somms would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
III. PROGRAMMING
Twin Cities Somms programming may change seasonally and is informed by the threat of Covid-19.
Section 1. Book Club
Meeting Time: 7:00 PM CST every Monday with the exceptions of communicated holidays. Book Club chooses a book using an open vote conducted via Google Form. Members participate in an hour long discussion guided by a volunteer. The reading material is outlined in a document with corresponding dates so that it’s easy to join in. Book Club is intended to foster friendship and community.
Section 2. Study Hall
Meeting Time: 11:00 AM CST every Friday with the exceptions of communicated holidays.
Study Hall fosters a sense of community while stoking the fire of curiosity in those interested in the world of beverage. Facilitated by two of our board members, Sarina Garibović and Greg Carlstrom, we seek to pose questions intended for deep dives. Rather than asking questions with simple answers, our questions are sometimes intentionally vague in order to encourage discovery. We find that this style of learning is beneficial both to the individual as well as the group. We ask that members who would like to participate commit to attend each Friday for the duration of the 21 weeks in order to contribute to a support system of learning.
Section 3. Written Deductive Tasting
Meeting Time: 11:00 AM CST every Wednesday with the exceptions of communicated holidays.
This session is guided by the principles of the CMS written deductive method. Facilitated each week by a board member, wines are selected by Education Director Greg B. Carlstrom. Wines are poured into 2-oz vials and distributed by making a request through our flight request form. The TCS Tasting Coordinator confirms and arranges for pick-up of the requested flights.
Section 4. Verbal Deductive Tasting
Meeting Time: 11:00 AM CST every Thursday with the exceptions of communicated holidays. Each week, a TCS board member will give instructions and feedback through a four-wine flight. Classicwinesarechosenbyeducationdirector,GregB.Carlstrom.T hevialsetswillrequireafull monthly commitment and pre-purchase. Confirmation and pick-up arrangements are made via email following the initial request.
Section 5. SAT Tasting
Meeting Time: 7:00 PM CST every Tuesday with the exceptions of communicated holidays.
This tasting approaches wines with a method developed by the Wine and Spirits Education Trust (WSET) which provides the taster with tools for assessing the quality of a wine, its intended style, and its potential for aging. If you are a current or former student of the WSET, or if you find evenings are the best time for you to taste, or if you are just curious to learn more - swing on by.
Section 6. Church
Meeting Time: No regular meeting. 7:00 PM CST on Sunday.
IV. MEMBERSHIP
Section 1. Membership Requirements
Members of Twin Cities Somms are obligated to conduct themselves in the manner outlined in the Code of Conduct in Section V.I. Participation in surveys, programming and feedback are highly encouraged and contribute to the community of which you are a part.
(a) Membership Requirements: Persons eligible for Membership in Twin Cities Somms shall meet the following criteria:
(1) Have access to an email or IG account (2) Be 21 years of age at minimum
(b) Membership shall entitle Members to participate in future member meetings and guarantee one vote in board elections and bylaws amendments
(c) Membership shall entitle Members to participate in the programs of Twin Cities Somms
(d) Termination of Membership: The Member may terminate a membership if the Member sends notice by email to the Board of Directors
(e) Members shall engage in respectful communication with the Twin Cities Somms Board of Directors, all other members, and the community at large, including the use of proper pronouns and correct names.
(f) Members shall understand the mission and vision of TCS and its organizational structure.
(g) Members shall further the cause of TCS by accurately representing mission and vision with members and public alike
Section 2. Membership Approval
TCS relies on its current membership and community members for recruitment of new members. The TCS board of directors carries out recruitment efforts both on their personal and organizational social media platforms. These platforms include Instagram, Facebook, Twitter and LinkedIn. Additionally, recruitment may be carried out in all instances where it does not come in conflict with the Code of Conduct.
MembershipisapprovedforanymemberwhohassignedtheP rotectionofPersonal Information form and Code of Conduct. Any community member or current member of TCS may raise a good faith issue with the approval of any other member. This can be achieved by contacting one, several or all of the board members to communicate the issue.
Each report of perceived harassment will be investigated fully, kept confidential to the extent possible, and appropriate actions taken, including suspension pending investigation or barring membership of any individual found to be violating this policy. This organization will not allow any form of retaliation against individuals who report experiencing unwelcome conduct, or who cooperate in the investigation of such reports pursuant the harassment policy detailed in Article V, Section 2.
Section 3. Grounds for Membership Removal
Members may be removed on the grounds that their actions come in conflict with the conduct outlined in the Code of Conduct, or accusation of harassment of any kind.
The member will be made aware of the accusation when and if their involvement benefits investigation or at the time that the incident becomes resolved or escalated. Upon decision of membership removal, the individual in question will be notified via email and membership revocation will be in effect immediately.
V. HR POLICIES
Section 1. Code of Conduct
Twin Cities Somms believes strongly that its members must uphold the highest standards of ethical and professional behavior, and to
● Hold paramount the safety, health, and welfare of the public and its membership in the performance of duties.
● Act in such a manner as to uphold and enhance personal and professional honor and integrity with respect and deference to the Minnesota, national, and global community
● Act in such a manner to uphold equality, never acting to limit the opportunity or agency of any individual or group based on the basis of race, religion, gender, sex, sexual orientation, abilities, age, or national origin
● Treat with respect and consideration all persons, regardless of race, religion, gender, sex, sexual orientation, abilities, age, or national origin.
● Engage in carrying out Twin Cities Somms mission in a professional manner.
● Collaborate with and support other professionals in carrying out Twin Cities Somms mission
● Build professional reputations on the merit of service to the community and refrain from competing unfairly with others
Section 2. Harassment Policy
It is this organization’s policy to provide an environment free of intentional or unintentional harassment. Harassment is an act, both insidious and aggressive, that intimidates and persecutes another. Harassment based upon a person’s race, color, religion, gender, sex, national origin, age, disability, creed, marital status, public assistance status, or sexual orientation, is prohibited by this organization and will not be tolerated under any circumstances. Harassment is unlawful under federal, state, and/or local laws and contrary to company practices and protocols.
Harassment is verbal, physical, visual, or auditory conduct that denigrates or shows hostility or aversion toward an individual because of race, color, religion, gender, sex, national origin, age, disability, creed, marital status, public assistance status or sexual orientation, and creates an intimidating, hostile, or offensive environment that interferes with an individual’s sense of well-being and ability to engage in the Twin Cities Somms community.
If you feel you have been subjected to conduct of any sort that violates this policy, immediately report the matter to the chairperson or any member of the board with whom you feel comfortable. Each report of perceived harassment will be investigated fully, kept confidential to the extent possible, and appropriate corrective actions will be taken, up to and including suspension pending investigation or discharge of membership of the individual found to be violating this policy. This organization will not allow any form of retaliation against individuals who report experiencing unwelcome conduct, or who cooperate in the investigation of such reports pursuant to this policy.
Section 3. Privacy of Information
A member’s personal information may be shared under the following circumstances:
The member in question gives permission by the following.
Becoming a member of a group in which contact information is shared de
facto with the rest of the group i.e. Study Hall
Written permission via email
Verbal permission in which case when communicating the information in
question must be done through email, or in another format by which said
member shall be bcc’d or cc’d
The member participates in a recorded session. Video recordings of Twin Cities
Somms sessions are made available to the membership of the organization without express permission.
Section 4. Protection of Personal Information
During my membership with Twin Cities Somms and thereafter, I shall hold personal information in the strictest confidence and shall not disclose personal information about any member, except as outlined in Article V, Section 3 in the Twin Cities Somms member handbook. I understand that there are laws in the United States and other countries that protect personal information, and that I must not use personal information about other individuals other than for the purposes for which it was originally intended or make any disclosures of other individuals’ personal information to any third party, including a current or previous employer, liquor distributor, importer or any individual or group otherwise representing a financial interest in the sale of alcohol, or from one country to another without prior approval of the Chairperson of the Board of Directors of Twin Cities Somms or Secretary of the Board of Directors of Twin Cities Somms or by the majority of the officers of the board. I understand that nothing in this agreement prevents me from discussing my wages or other terms and conditions of my engagement with Twin Cities Somms with others, unless such discussion would be for the purpose of engaging in unfair competition or other unlawful conduct.
VI. TCS POLICIES
Section 1. Solicitation Policy
Member information is never used for solicitation purposes or any other purpose not outlined in Article V, Section 3 and Article V, Section 4. Member information is private in all instances until the member gives written permission outlined in Article V, Section 3, including for the purposes of public reports or publications, fundraising campaigns, and sharing of information with third-party groups. Information that an individual chooses to make public, such as their name, pronouns, image or place of work by way of Zoom for instance, may not be protected by Twin Cities Somms. Video recordings of Twin Cities Somms sessions are made available to the membership of the organization without express permission.
Section 2. Conflict of Interest
The purpose of the conflict of interest policy is to protect Twin Cities Somms’ interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
TCS commits to be transparent with distributors by explicitly stating through any communication where donations are being procured, that TCS is a non profit educational organization, and that while wines or producers represented may gain exposure via individuals with buying influence, this is not the primary purpose of the exchange. Additionally, the Board has a responsibility to its members to abstain from any action that may place undue pressure on individuals to participate in the sales pitch of any wines including keeping all information such as names and email addresses private.
TCS is bound by the Protection of Personal Information agreement in Article V Section 4.
Section 3. Fiduciary Policies
Twin Cities Somms has a policy of full transparency in its execution of all fiduciary matters and practices open books. TCS currently receives and discharges funds via Venmo @twincitiessomms. Transactions are public.
Twin Cities Somms is a non profit entity. We accept financial gifts and donations of wine to support our Mission and Vision. Twin Cities Somms, LLC is organized as a nonprofit corporation. In the future, it is Twin Cities Somms, LLC intent to file with the Internal Revenue Service (“IRS”) an application for recognition of exemption under Section 501(c)(3) of the Internal Revenue Code. At that time, if the organization receives a favorable Determination Letter from the IRS, its status as a 501(c)(3) organization will relate back to its date of incorporation and all contributions made to the corporation since that date will qualify as tax-deductible charitable donations to the extent permitted under the Internal Revenue Code. Until the corporation receives a Determination Letter from the IRS, it cannot guarantee that donations will be tax deductible.