§ 5. Board of directors of the foundation. 1. The foundation shall be
managed by, and its powers, functions and duties shall be exercised
through a board of directors.

2. The initial board of directors shall consist of eleven members of
whom three shall be appointed by the governor, three by the temporary
president of the senate and three by the speaker of the assembly, one by
the minority leader of the senate and one by the minority leader of the
assembly. In making the appointments, consideration should be given to
ensure that the four wine/grape regions of the state are geographically
represented. Of the eleven appointed members, one shall be a person who
receives the major portion of his or her income from the growing of wine
grapes, one shall be an officer or owner of a commercial winery, one
shall be a person who receives the major portion of his or her income
from the operation of a farm/estate winery, one shall be a person who
receives a major portion of his or her income from growing table grapes,
one shall be a person engaged in the manufacturing of grape products
other than wine, one shall be a person engaged in the retail sale of
wine for off premises consumption, one shall be a person engaged in the
wholesale sale of wine, one shall be an owner or operator of a licensed
establishment engaged in the sale of wine on premises, two shall be on
the staff of an educational institution which is engaged in the study of
viticulture, entomology and enology and one shall be a person familiar
with the advertising, promotion and marketing of commercial products.
The directors so appointed shall serve for a term of three years, except
that, of the directors so appointed by the governor one shall serve for
a term of two years and one shall serve for a term of one year; of the
three directors so appointed by the temporary president of the senate
one shall serve for a term of two years and one shall serve for a term
of one year; and of the three directors so appointed by the speaker of
the assembly one shall serve for a term of two years and one shall serve
for a term of one year.

3. The commissioner of agriculture and markets and the commissioner of
commerce shall be ex-officio members of the board for that period of
time during which state moneys are available to the foundation.

4. If any vacancy other than by expiration of term occurs on the board
amongst those first appointed such vacancy shall be filled by
appointment for the unexpired term by the appointing authority initially
appointing such member. Upon expiration of the initial terms, successors
shall be elected by the remaining members of the board for a three year
term; such directors shall have the qualifications required of the
original directors. Members shall continue as such until their
successors have been duly elected.

5. The board of directors shall elect one of its members as chairman
and one of its members as vice chairman of such board, and may appoint
such officers and employees as it deems advisable.

6. Members of the board of directors shall serve without compensation,
but shall be reimbursed for actual expenses reasonably incurred in the
performance of their duties.

7. The board shall meet four times annually at the call of the
chairman or in his absence the vice chairman or on petition of any three
members. A majority of the members of the board then in office shall
constitute a quorum for the transaction of any business. The board is
encouraged to conduct its meetings in a manner which will ensure the
active participation of any person having an interest in the wine/grape
industry.