Revised July 30, 2012
ARTICLE I Name
ARTICLE II Purpose
ARTICLE III Membership
ARTICLE IV Dues, Fees, and Assessments
ARTICLE V Definition of "Good Standing"
ARTICLE VI Board of Governors
ARTICLE VII Officers
ARTICLE VIII Management
ARTICLE IX Dissolution
ARTICLE X Committees
ARTICLE XI Meetings of the Association and District
ARTICLE XII Books and Records
ARTICLE XIII Indemnification of Governors, Officers, Empolyees and Agents
ARTICLE XIV Amendments
ARTICLE I - Name
As set out in the corporations' Articles of Incorporation, the name of the Association shall be the MASTER BREWERS ASSOCIATION OF THE AMERICAS (hereinafter referred to as the "Association").
ARTICLE II – Purpose
As set out in the corporation's Articles of Incorporation, the purpose of the Association is organize, advance, and improve the art and science of brewing by (1) collecting and disseminating information of value to its members, the profession, the brewing and associated industries and the public; (2) promoting a spirit of cooperation and comradeship among its members; (3) affording opportunity to its members to associate and exchange views, thus encouraging technical and scientific inquiry relating to the brewing and associated industries; and (4) offering educational programs (5) awarding of scholarships and grants for educational or scientific research for the general benefit of brewing.
ARTICLE III - Membership
SECTION 1. CATEGORIES OF MEMBERSHIP
There shall be four (4) categories of membership: (1) Professional, (2) Retiree (3) Honorary Life, and (4) Student. The designation of each class and the qualifications of the members of each class shall be determined by the Board of Governors' and are defined as follows:
(A) Professional Membership. Individuals with technical, operational, research and/or brewing educational responsibilities who possess the ability, desire, and willingness to contribute to the welfare and the stated objectives of the Association and who support the purposes of the Association and agree to comply with and be bound by the Association's bylaws, rules, regulations and code of ethics. These individuals must meet the criteria of at least one (1) of the following subcategories: (i) Employed by a brewing or malting company with direct or indirect technical or operational responsibilities for the company’s products. (ii) Employed by a brewing school, consulting laboratory or a similar institution active in research or education which is directly related to brewing and malting science and technology. (iii) Employed by a brewing or malting company but does not have direct or indirect technical or operational responsibilities for the company's products. (iiii) Employed by companies associated with the brewing and malting industry and directly involved with the technical, operational or service support aspects of the products and services that their companies provide to the brewing and malting industry.
(B) Retiree Membership. Individuals who have retired from brewing, malting or associated industries, may apply for Retiree Membership.
(C) Honorary Life Membership. Honorary life membership may be bestowed by the Association upon individuals who have distinguished themselves in the advancement of the Association, the art of brewing, or the interest thereof, upon recommendation of the Board of Governors, by majority vote of the Board at the biannual meetings of the Association.
(D) Student Membership. Individuals who are currently pursuing technical or scientific training so they may enter the brewing or associated industry and who possess the ability, desire, and willingness to contribute to the welfare and the stated objectives of the Association and who support the purposes of the Association and agree to comply with and be bound by the Association's bylaws, rules, regulations and code of ethics.
SECTION 2. DISTRICTS
(A) Applicants. Any ten (10) or more individuals who are Professional members of the Association and entitled to vote may organize a local District of the Association and may apply for a District Charter from the Association.
(B) Compliance With Association Bylaws. To be Chartered, proposed Districts must first agree in writing to comply with the Association's articles of incorporation, bylaws and amendments thereto, and all policies, rules, and regulations adopted by the Association for Chartered Districts.
(C) Application. Application for a District Charter shall be submitted in duplicate in writing to the Association Headquarters on forms (1) prescribed by the Board of Governors. It shall be the duty of the Membership Committee to submit the application to the Executive Committee for its consideration. If approved by the Executive Committee, the application shall be submitted to the Board. Forms can be Electronic.
(D) Application Process. It shall be the duty of the Board of Governors upon receipt of the application for a District Charter to consider the same at its next regular meeting, or at any adjournment thereof. If the Board shall find the District organizers and members qualified, and if the District organizers' proposed organizational documents are consistent with the articles, bylaws, amendments to bylaws, policies and regulations of the Association and not in conflict with those of the Association, the Board shall submit the application at the next biannual meeting of the Board with a recommendation for approval by a majority vote of the Board present and entitled to vote. Meeting can comprise electronic notification to vote on the application.
(E) District Designation. Chartered Districts which are approved in accordance with Section 2 (D), shall receive a District Charter designation and shall be conducted under the name: "MASTER BREWERS ASSOCIATION OF THE AMERICAS, DISTRICT OF" (insert specific District designation).
(F) Approval of Application. If the application for a District Charter is approved by Resolution of the Association at a meeting of the Board of Governors, the President shall so advise the Association Headquarters' staff whose duty it shall be to execute and deliver a District Charter to the individual designated as the Secretary of the proposed District in such form as may be prescribed by the Board.
(G) Denial Of Application. If, following the Board of Governor's submission of the application at the next biannual meeting of the Association in accordance with paragraph (D) of this Section, the Board does not approve the application by a majority vote of the members present and entitled to vote, the decision is final although subject to appeal as detailed here. If the Board finds the applicant for a District Charter not qualified, it shall specify such in writing. The Association Headquarters' staff shall forthwith transmit a copy thereof to the individual designated by the applicant as its Secretary. If the Board rejects an applicant or fails to act upon a completed application at the next regular meeting, as set forth in paragraph (D) above, the applicant may appeal to the Association at the following biannual meeting by filing a notice of appeal, in a form to be prescribed by the Board, with the Association Headquarters' staff whose duty it shall be to transmit the same to the President. An appeal must be signed by either the person designated as the Secretary of the applying District or by one (1) of the ten (10) Professional members who were designated as the applying District's applicants, and presented to the Association Headquarters not less than ninety (90) days prior to the next biannual meeting. The Appeal may either contest the Board's finding that the applicant is not qualified and/or may correct the defects or deficiencies upon which the Board denied its application. The President may, at his or her option, appoint a committee to investigate the facts surrounding the appeal or the proposed corrections to the application prior to the next annual meeting. At said next annual meeting, the Board will be given copies of the written appeal and any responsive report prepared by the President or on behalf of the committee established for that purpose. In addition, the individual signing the appeal shall have an opportunity to present the appeal, verbally or by written report, to the Board at said meeting, and the President or a committee representative shall have the opportunity to present a response, verbally or by written report, to the Board. Thereafter, the Board shall consider the appeal and may affirm or reverse its previous denial of the application by a vote of Governors holding two-thirds (2/3) of the total votes held by all Governors who are entitled to vote. Prompt written notice of any such action shall be sent to the interested member(s).
(H) Separate Entities. References herein to the nature of the relationship between the Association and the Chartered Districts as being interdependent describe their mutual responsibilities in conjunction with a unified goal and purpose, and do not imply or describe the creation of partnerships, co-ventures, agencies, or other legal relationships recognized in civil law.
SECTION 3. APPLICATION FOR MEMBERSHIP
(A) Members Affiliated with Chartered Districts. An application for membership must contain an agreement to support the purposes of the Association and to comply with and be bound by the Association’s bylaws, rules and regulations and code of ethics. The applicant must sign all applications. All applications with all required dues and fees should be submitted to the Association Headquarters.
(B) Members Not Affiliated with a Chartered District. Individuals who do not have the opportunity to affiliate with a District due to geographic reasons and who meet the qualifications of either Professional, Retiree, or Student membership may apply for membership by submitting an application to the Association Headquarters. Application for non-district affiliated membership must be made to the Association Headquarters. The application must contain an agreement to support the purposes of the Association and to comply with and be bound by the Association’s bylaws, rules and regulations and code of ethics.
SECTION 4. RESIGNATION
Resignation of a Professional, Retiree or Student member, or the withdrawal of a District must be submitted to the Association Headquarters. The withdrawal of a District's Charter shall be deemed to include the removal of every member of such District. MBAA members will be re-assigned to another Chartered District. No withdrawal or resignation shall be accepted if the Chartered District or member seeking to withdraw or resign is in debt to the Association on account of dues, fees or assessments. Resignation of a member from their Chartered District, except due to a transfer to another Chartered District, shall be deemed to constitute resignation from the Association.
SECTION 5. ARBITRATION COMMITTEE
(A) Cause For Discipline. Membership in the Association may be terminated for cause. The Association may take disciplinary action with respect to any member in the event that it determines, in accordance with the procedures set forth below, that the member has engaged or is engaging in conduct that (i) violates the bylaws, policies, codes, rules or regulations of the Association as may be amended from time to time, or (ii) is otherwise inimical to the objectives of the Association because of its fraudulent, unethical or unprofessional nature. Any of the above conduct, or a conviction for a crime shall constitute probable cause for the purpose of this Section. Disciplinary action may consist of censure, suspension (for a specified period of time) or expulsion.
(B) Arbitration Committee Composition. The Arbitration Committee shall consist of six (6) Professional Members appointed by the Board of Governors as needed; provided, however, that not more than two (2) members of the Arbitration Committee may be a Governor of the Association. The immediate Past President shall serve as Chairman.
(C) Disciplinary Procedures. All matters pertaining to the discipline of a member shall be submitted to the Arbitration Committee for consideration. If, after investigation, the Arbitration Committee determines that disciplinary action against the member may be warranted, then the Committee shall send written notice to the member by certified or registered mail not less than thirty (30) days prior to a meeting of the Committee: (i) setting forth the date, time and place of the Arbitration Committee's meeting; (ii) informing the member that the Arbitration Committee will consider possible disciplinary action against that member at the meeting and including a statement regarding the basis for the action; and (iii) inviting the member to attend the meeting in person or by representative and to have the benefit of legal counsel; to submit evidence regarding the matter being considered; and to set forth why disciplinary action against that member should not be taken. After such meeting, the Arbitration Committee may take disciplinary action against the member in accordance with paragraph (A) of this Section 5 and upon the approval of two-thirds (2/3) of its members who are entitled to vote. Prompt written notice of any such action shall be sent to the interested member(s). Upon the Arbitration Committee's request and the approval of the Board of Governors, the Association's Legal Counsel shall act as prosecutor for any disciplinary matter.
(D) Appeal. Any decision by the Arbitration Committee to discipline a member may be appealed by that member to the Board of Governors. There shall be no action taken by the Arbitration Committee pending any such appeal. An appeal must be filed by the member within thirty (30) days of the Arbitration Committee's decision to take disciplinary action by submitting a written petition for appeal to the Board. The Chairperson of the Arbitration Committee or the Chairperson's designee shall respond to any such petition by presenting an oral or written statement to the Board. The Board shall consider such petition and any statement of the Arbitration Committee, and may, modify or reverse the Arbitration Committee's decision to take disciplinary action against the member by a vote of two-thirds (2/3) of the total votes held by all Governors who are entitled to vote. Prompt written notice of any such action shall be sent to the interested member(s).
(E) Confidentiality. All information considered in disciplinary proceedings, whether or not such proceedings result in disciplinary action, shall be confidential and shall not be subject to publication, discovery or public dissemination except in Accordance with these bylaws or as otherwise may be required by law.
(F) Impartiality. Only disinterested and impartial members of the Arbitration Committee and the Board of Governors shall participate in deliberations with respect to disciplinary actions against any member. Members of the Board who also are members of the Arbitration Committee shall not participate in deliberations with respect to, or vote on, any disciplinary action appeal that is submitted to the Board.
(G) Reinstatement. In the event that disciplinary action taken against a member shall result in suspension or expulsion, such member may be reinstated in accordance with the Arbitration Committee's disciplinary action or under such terms and conditions as the Board of Governors may determine.
SECTION 6. REINSTATEMENT
Application for reinstatement in the Association, except after expulsion, by any former member or Chartered District, must be made to the Association Headquarters in writing, and must contain an agreement to support the purposes of the Association and comply with and be bound by the Association's bylaws, rules, regulations and code of ethics. All applications for the reinstatement will follow the application for membership guidelines listed under Section Three (3).
SECTION 7. TRANSFER OF MEMBERSHIP
Each Chartered District shall accept as a member of such District by virtue of their transfer and without fees, any member of the Association who shall request said transfer; provided, however, that such member shall have fulfilled all obligations to their former Chartered District and to the Association.
SECTION 8. RIGHTS OF MEMBERS
(A) Professional Members. Professional members in good standing are entitled to all rights and privileges granted by the bylaws. These rights include, but are not limited to, the right to vote upon all questions submitted to members of the Association and the right to hold elective office.
(B) Retiree Members. Retiree members in good standing are entitled to all rights and privileges of a Professional members except for receiving journal publications.
(C) Honorary Life Members. Honorary Life members in good standing are entitled to all rights and privileges of a Professional member. In addition, Honorary Life Members shall not be required to pay dues, registration fees, or assessment to the Association.
(D) Student Members. Student Members in good standing are entitled to all rights and privileges granted by the Constitution and bylaws except the right to hold office or vote. Student Members will be permitted to attend closed sessions of the District and Association.
(E) Home District. Members may affiliate with as many Chartered Districts of the Association as they choose, but only one (1) Chartered District by mutual agreement between District and member, will be maintained in the Association’s membership records as their “home” District.
ARTICLE IV - DUES, FEES, AND ASSESSMENTS
A) Amounts Payable. The amount of dues; fees and assessments payable by each member of the Association shall be as provided by the Rules and Regulations of the Association and may be changed only by a majority vote of the Board of Governors unless the change is not greater than the previous U.S. Consumer Price Index (CPI), which shall be reviewed annually and not changed more than once each year.
(B) Due Date and Collection. Dues are payable on or before the last day of the quarter that the member joined in. If a candidate is re-applying for membership after resigning or being suspended then the last day of the quarter of reapplication will be considered the new renewal date. Members shall pay their dues, fees and assessments directly to the Association Headquarters. Dues statements for the forthcoming year for each member shall be mailed to each member 60 days before due date. If statements are mailed late, then the due date shall be extended to 60 days past the mailing date. Dues statements shall also include additional dues, fees and assessments as directed by the Districts. Each District shall be reimbursed by the Association Headquarters for these additional dues, fees and assessments collected on its behalf. Reimbursements of the Districts' additional dues, fees, and assessments shall be sent by the end of the following quarter for the previous quarter's receipts. Each member shall be responsible to ensure their dues, fees and assessments are sent directly to the Association Headquarters.
(C) Failure To Pay Dues. Each member who is in arrears for thirty or more days will be automatically suspended and will cease receiving any benefits of membership. While concurrently or after ending suspension status a person may re-apply for membership by following all standard application guidelines stated in Section 3 of Article III, preceding.
ARTICLE V - DEFINITION OF "GOOD STANDING"
Wherever used in these bylaws, with respect to members, the words "Good Standing" shall mean that the member's dues, fees and assessments to the Association shall have been paid, and that the member has not been reported to the Association by the Secretary of their Chartered District as not being in "good standing" in that District, and that the member has not been expelled by the Board of Governors of the Association pursuant to the provisions of Article III, Section 5, of these bylaws.
ARTICLE VI - BOARD OF GOVERNORS
SECTION 1. COMPOSITION OF BOARD AND EXECUTIVE COMMITTEE
The Association's Board of Directors, called a Board of Governors, shall be composed of the Executive Committee of the Association and one (1) Governor from each Chartered District. The number of Governors shall never be less than three (3). The Executive Committee shall be composed of the officers of the Association and the immediate past president. The officers of the Association and the respective duties and responsibilities encompassed by each office are set forth in Article VII.
SECTION 2. DISTRICT GOVERNORS
Each Chartered District shall elect from the from the membership of their said District a Governor (called a District Governor) for a term of not less than three (3) years. Each Governor must be a Professional or Retiree member of the Association in good standing. The Governor elected must be available for attendance at all Association Board meetings but if a District Governor is not available for any one meeting, they may have as their representative at such Association Board meeting the District's President, Vice President, or another individual as they so designate. Representatives are not entitled to vote in the place of the Governor as proxy voting is not permitted by State law. Each District shall notify the Association Headquarters of the election of their District Governor. A District may change or withdraw its District Governor at any time upon giving written notice thereof to the Association Headquarters.
ARTICLE VII - OFFICERS
SECTION 1. OFFICERS
The officers of the Association shall consist of a President, a First Vice President, a Second Vice President, a Treasurer, a Technical Director, a Secretary, and such other officers and assistant officers as may be elected in accordance with the provisions of this Article. The Board of Governors may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Board.
SECTION 2. NOMINATIONS
During the second biannual meeting of the Board of Governors, the Board shall select a Nominating Committee, consisting of five (5) members of the Board, one (1) of whom shall be the Immediate Past President. Said committee must present one (1) or more slate(s) of officers to the Board at the first biannual meeting of the Board for the following year, at which meeting the Board must approve the slate as presented, or approve a substitute slate agreed upon at said meeting. Any slate shall include a nomination for President, First and Second Vice Presidents and Treasurer. In the event any of the nominees find it necessary to withdraw after nomination, the Executive Committee shall appoint a replacement to the slate.
SECTION 3. ELECTION OF OFFICERS
Each year officers shall be elected by the Board of Governors at the second biannual meeting of the Board. The slate of officers shall be presented to the Board by the Nominating Committee at the first biannual meeting of the Board. Each District Governor shall present the slate to their Chartered District's membership for approval or recommended changes. Each District Governor shall report the District's approval or recommended changes to the Board at the second biannual meeting of the Board. In the event that the Nominating Committee's slate is approved by all District Governors present at the meeting, the officers included in the slate shall be elected by the Board. In the event that recommended changes to the slate are submitted by any District Governor, the Board shall conduct a separate vote for each applicable office. The candidate for each office receiving the largest number of votes therefore shall be declared elected thereto. Only Professional members of the Association shall be eligible to hold elective office in the Association. Officers-elect shall assume office immediately upon final adjournment of the second biannual meeting of the Board if the meeting is held in the fall. If the meeting is held at an earlier date, the Executive Committee will be responsible to set the date of the transition. Officers of the Board shall serve for a period of one year, or until their successors shall have been elected and qualified.
SECTION 4. ABSENCE OR VACANCIES
During the absence or incapacity of the President, the First Vice President shall perform the duties and exercise the powers of the President. In the event of the death, resignation or incapacity of the President, the First Vice President shall perform the duties and exercise the powers of the President until the next election and qualification of officers. In the event of a vacancy in the office of the First Vice President, caused by the death, resignation or incapacity of the First Vice President, the Second Vice President shall fill such vacancy. In the event of a vacancy in any other office because of death, resignation, removal, disqualification or otherwise, the vacancy shall be filled by a Professional member designated by the President, with the consent of the Board of Governors, at an annual or regular meeting or at a special meeting called for such purpose. Each officer elected to fill a vacancy shall be a Professional member and shall hold office for the unexpired term of his or her predecessor in office.
SECTION 5. REMOVAL
Any officer elected or appointed may be removed by two-thirds (2/3) of the votes held by all Governors whenever in the Board's judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer who is removed. Election to an office shall not of itself create contract rights.
SECTION 6. RESIGNATION
Any officer may resign at any time by giving written notice to the Board of Governors, the President, or the Secretary of the Association. Any such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 7. PRESIDENT
The President shall preside at all meetings of the Association, of the Board of Governors, and of the Executive Committee. The President shall arrange the respective programs of all meetings of the Association, of the Board, and of the Executive Committee, and shall direct the execution of all Resolutions of these bodies. The President shall appoint all committees except where otherwise provided in the bylaws. The President shall present a written report of their administration at the biannual meetings and, when so requested, to the Board. The President shall do and perform such other acts as may be required of him or her by the bylaws.
SECTION 8. FIRST VICE PRESIDENT AND SECOND VICE PRESIDENT
In the absence of the President or in the event of his or her inability or refusal to act, the First Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. In the absence of both the President and the First Vice President, or in the event of their inability or refusal to act, the Second Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
SECTION 9. SECRETARY
The Secretary shall be an assigned employee of Scientific Societies whose secretarial duties will be directed and over seen by the current President. They shall keep the minutes of the meetings of the members and of the Board of Governors, sub committees, etc. as warranted in one (1) or more books provided for that purpose, see that all notices are duly executed in accordance with the provisions of these bylaws or as required by law, be custodian of the Association's records, keep a register of the post office address and e‐mail address of each member both of which, shall be furnished to the Secretary by such member, and in general perform all duties incident to the office of Secretary.
SECTION 10. TREASURER
The Treasurer shall collect, or receive from the Association Headquarters, all funds paid to the Association and deposit the same in the name of the Association in the bank, trust companies, or other depositories as shall be designated by the Board of Governors. The Treasurer shall be the custodian of all funds and assets of the Association. The Treasurer shall pay out the monies of the Association only in the manner prescribed by the Board. The Treasurer shall invest the funds of the Association in the manner directed by the Board. The Treasurer shall present annually to the Board and to the Association at its biannual meetings, an audited balance sheet and financial statement prepared from the books and records of the Association Headquarters as of the close of each fiscal year. The Treasurer shall perform all other duties incident to the office of Treasurer.
ARTICLE VIII - MANAGEMENT
SECTION 1. MANAGEMENT OF THE ASSOCIATION
As required by State law, the Association shall be managed by a Board of Directors. As set out in Article VI, preceding, the Association's Board of Directors is called the Board of Governors.
SECTION 2. BOARD OF GOVERNORS MEETING
(A) Biannual Meetings. The Board of Governors shall hold two (2) regular meetings in each year at a time and place designated by the President of the Association. Special meetings may be called at any time by the President on his or her own motion, or upon the written request addressed to the President and the Association Headquarters by Governors numbering at least twenty-five percent (25%) of all the Governors then seated.
(B) Notice. Notice of each Board of Governors meeting shall be given in writing by the Association Headquarters to each Governor not less than ten (10) days nor more than forty-five (45) days before the meeting, or in the case of a removal of one (1) or more Governors, a merger, consolidation, dissolution or sale of substantially all of the assets of the Association, not less than twenty (20) days nor more than sixty (60) days before the date of the meeting, by or at the direction of the President or the Association Headquarters, or the persons calling the meeting, to each member entitled to vote at such meeting.
SECTION 3. VOTING RIGHTS
Each Governor shall shall have a minimum of one (1) vote.
SECTION 4. QUORUM
At each meeting of the Board of Governors, the presence of Governors representing two-thirds (2/3) of all Governors then seated and qualified to serve shall constitute a quorum. Once a quorum is established, it remains in effect through the duration of the meeting.
SECTION 5. MANNER OF ACTING
A majority vote of all Governors at a meeting at which a quorum is present shall be constitute the action of the Board of Governors, unless the act of a greater percentage is required by State law, the Articles of Incorporation or by these bylaws.
SECTION 6. INFORMAL ACTION
Any action required to or which may be taken at a meeting of the Board of Governors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by no less than three-fourths (3/4) of the Governors then seated and qualified to vote. In accord with State law, such action shall not be effective until written notice that a sufficient number of written consents has been received is provided to all Governors.
SECTION 7. EXECUTIVE COMMITTEE AUTHORITY AND MEETINGS
The Executive Committee may exercise the authority of the Board of Governors in the management of the affairs of the Association during the intervals between meetings of the Board of Governors, subject at all times to the bylaws of the Association, and the prior resolutions, regulations and directives issued, adopted or promulgated by the Board. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. The Executive Committee shall meet whenever convened by the President on his or her own motion, or upon the written request of any two (2) members of the committee.
SECTION 8. EMPLOYEES
The Board of Governors shall fix the salaries, if any, of the officers. The Board shall appoint employees as it deems necessary, and shall prescribe the salary, if any, and duties of each. Any appointment made here under may be terminated by the Board at any time.
SECTION 9. ASSETS AND LOANS
The assets of the Association shall be at all times subject to the direction, management and control of the Board of Governors, subject, however, to such exceptions, qualifications and limitations as may be provided in these bylaws.
SECTION 10. BUDGET
A proposed budget of the Association for the ensuing year shall be prepared by the Finance Committee, approved by the Executive Committee and submitted to the Board of Governors for their review prior to the Board's first biannual meeting. Approval of the budget by the Board shall take place at the second biannual meeting of the Board. The Board and officers shall not obligate the Association in excess of the total amount of the approved budget; provided, however, that a contingency fund shall be established by the Board as part of the budget to address costs and expenses that are not anticipated in the annual budget. Disbursements from the contingency fund shall require the approval of the Executive Committee.
SECTION 11. FISCAL YEAR
The fiscal year of the Association shall extend from January 1st to December 31st inclusive. An independent audit of the Association's books shall be made each year as of the end of the fiscal year by a certified public accountant selected by the Board.
SECTION 12. TRAVELING EXPENSES
Each member of the Board of Governors, each member of the Executive Committee, each officer of the Association and each chairperson of any committee of the Association present at any authorized meeting shall upon written request, and upon submission of supporting documentation deemed necessary by the Board, be reimbursed by the Association for their actual expenses incurred in attending such meeting.
SECTION 13. CONTRACTS
The Board of Governors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
SECTION 14. CHECKS, DRAFTS, NOTES, ETC.
All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, or agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Governors.
SECTION 15. BONDING
The Board of Governors may provide for the bonding of such officers and employees of the Association as it may from time to time determine.
SECTION 16. NOTICE
(A) Delivery Of Notice. Any notices required to be delivered pursuant to these bylaws shall be deemed to be delivered when transferred or presented in person or deposited in the United States mail addressed to the person at his, her, or its address as it appears on the records of the Association, with sufficient first class postage prepaid thereon.
(B) Waiver Of Notice. Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the articles of incorporation or the bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
SECTION 17. RESERVES
The Association shall maintain financial reserves for the purpose of maintaining a viable organization and the annual amount maintained will be proposed to the Board of Governors as part of the annual budget process. A risk analysis and Executive Committee recommendation will accompany the report for Board of Governors consideration.
ARTICLE IX - DISSOLUTION
Upon the dissolution of the Association, and after payment of all indebtedness of the Association, any remaining funds, investments and other assets of the Association shall be distributed to such organization or organizations which are then qualified as exempt from taxation under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue Law of the United States), but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of the Association in accomplishing the advancement and dissemination of scientific knowledge relating to the science of brewing or the improvement of agricultural products used therein, or both, in such manner as the Board of Governors may determine.
ARTICLE X - COMMITTEES
SECTION 1. APPOINTMENT
All committees and Chairpersons shall be appointed by the President, except as otherwise provided in the bylaws. Each Committee Chairperson may hold office for a period of up to three (3) years and shall, upon taking office, appoint, in conjunction with the President, a Co-Chairperson who also shall serve up to three (3) years. The President may appoint special committees for such period of time as he or she deems necessary for the proper conduct of the affairs of the Association. Members of each committee shall be members of the Association, and the President of the Association shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by such removal.
SECTION 2. STANDING COMMITTEES
(A) Executive Committee. The powers and duties of the Executive Committee are defined in Article VIII, Section 7, of these bylaws.
(B) Finance Committee. The Finance Committee shall be composed of at least three (3) members of the Association to include the following; Treasurer, 2nd Vice President and a member(s) appointed by the BOG for a three year period. The Treasurer will chair the committee. Upon completion of the annual audit the committee shall inspect the books of the association, review the audit, and submit a written report thereon to the Board of Governors. The Treasurer and the 2nd Vice President will review the annual budget for compliance on a monthly basis. On a quarterly basis the Finance Committee will submit a summary budget report to the Executive Committee. The Annual Budget will be prepared by Headquarters, presented to the Finance and Executive Committees for review and make revisions as directed. The budget will be presented for approval by the Finance Committee to the Board of Governors at its fall meeting. At the Annual meeting the Finance Committee will also report the status of the Association’s financial reserves, oversee compliance with the Reserve Investment Policy and make recommendations to the changes of said policy as appropriate.
(C) Technical Committee. The Technical Committee shall be composed of at least five (5) members of the Association. It shall review new developments and methods relating to the profession and industry, shall make written recommendations and reports thereon, and shall plan the technical sessions of the Association.
(D) Membership Committee. The Membership shall be responsible for the contents of the application forms for both individual and District application and shall revise said forms from time to time as the committee determines necessary. The Membership Committee should work to identify both memberships’ and potential memberships’ demographics and needs.
(E) Nominating Committee. The Nominating Committee shall consist of five (5) members of the Board of Governors, including the Immediate Past President as Chairman. The Nominating Committee shall determine, investigate and present a slate of officers to the Board of Governors at the first bi-annual meeting of the Board. The slate shall include a nomination for President, First and Second Vice Presidents and Treasurer. Each office on the nominated slate shall be represented by a separate individual.
(F) Other Standing Committees. Other standing committees may be designated by a resolution adopted by a majority of the votes held by Governors present at a Board meeting at which a quorum is present.
SECTION 3. TERM OF OFFICE
Unless otherwise governed by these bylaws, each member of a committee shall continue as such until the next meeting of the Board of Governors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 4. VACANCIES
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 5. QUORUM
Unless otherwise provided in the resolution of the Board of Governors or by the President designating a committee, a majority of any committee or special section shall constitute a quorum for committee action at any meeting of the committee, and the act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE XI - MEETINGS OF THE ASSOCIATION'S VOTING MEMBERS AND MEETINGS OF MEMBERS AT THE CHARTERED DISTRICT LEVEL
SECTION 1. ANNUAL CONFERENCE OF THE ASSOCIATION; ANNUAL MEETINGS BY CHARTERED DISTRICTS
As set out in Article VIII, Section 2, preceding, there shall be two (2) biannual meetings of the Board of Governors, at such time and place as may be determined by the Board. The Scientific Societies (SciSoc) shall submit Conference site bids to the Executive Committee proposing alternative sites for the Board meetings and any corresponding Conferences. The Executive Committee shall review SciSoc bid(s) and any other bids that it solicits, and present recommendations to the Board at the first biannual meeting of the Board. One of the two biannual meetings of the Board of Governors shall occur just prior to the Annual Conference at which shall be undertaken the annual meeting of the Association's voting members. Chartered Districts of the Association shall hold their annual meetings as early as is practical following the second biannual meeting of the Association.
SECTION 2. SPECIAL MEETINGS OF THE ASSOCIATION
Special meetings of the Association's voting members may be called at any time by the President upon his or her own motion or upon the written request of Governors holding at least two-thirds (2/3) of the total votes held by the Board of Governors.
SECTION 3. NOTICE OF MEETINGS OF THE ASSOCIATION
Notice of each Conference's annual meeting of the voting members and of any special meetings of the voting membership shall be given in writing by the Association Headquarters to each District and to each member not affiliated with a District not less than thirty (30) days before such meeting.
SECTION 4. ORDER OF BUSINESS
The order of business at all meetings of the Association shall be:
(A) Roll Call.
(B) Reading and Acceptance of Minutes of Last Meeting.
(C) Reading of Communications.
(D) Reports of Officers.
(E) Report of Board of Governors.
(F) Reports of Committees.
(G) Unfinished Business.
(H) New Business.
SECTION 5. PARLIAMENTARY PROCEDURE
All questions of parliamentary procedure shall be determined in accordance with "ROBERTS RULES OF ORDER, REVISED," except as may be adjusted or amended by the Board of Governors, and except as otherwise provided by the bylaws.
ARTICLE XII - BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Governors, and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member for any proper purpose at any reasonable time.
ARTICLE XIII -INDEMNIFICATION OF GOVERNORS, OFFICERS, EMPLOYEES AND AGENTS
SECTION 1. RIGHT TO INDEMNIFICATION
Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Governor, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Governor, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Association to the fullest extent authorized by the laws of Illinois as the same now or may hereafter exist (but, in the case of any change, only to the extent that such change permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such change) against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Governor, officer, employee or agent of the Association or to serve at the request of the Association as a Governor, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise and shall inure to the benefit of his heirs, executors and administrators. The right to indemnification conferred in this Article XIII shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition upon receipt by the Association of an undertaking, by or on behalf of such Governor, officer, employee or agent, to repay all amounts so advanced unless it shall ultimately be determined that the Governor, officer, employee or agent is entitled to be indemnified under this Article XIII or otherwise. For the purpose of determining the reasonableness of expenses indemnifiable here under, the fees and expenses of separate counsel from counsel for the Association or other joint defendants being indemnified by the Association shall not be indemnifiable unless there exists a bona fide conflict of interest.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT
If a claim under Section 1 of this Article XIII is not paid in full by the Association within a reasonable amount of time after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the Association) that the claimant has failed to meet a standard of conduct which makes it permissible under Illinois law for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Governors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he has met such standard of conduct, nor an actual determination by the Association (including its Board of Governors, independent legal counsel, or its members) that the claimant has not met such standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolocontenders or its equivalent, shall be a defense to the action or create a presumption that the claimant has failed to meet the required standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article XIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of incorporation, bylaws, agreement, vote of members or disinterested Governors or otherwise.
SECTION 4. EXPENSES AS A WITNESS
To the extent that any Governor, officer, employee or agent of the Association is by reason of such position, or a position with another entity at the request of the Association, made a witness in any proceeding, he shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. For the purpose of determining the reasonableness of expenses indemnifiable hereunder, the fees and expenses of separate counsel from counsel for the Association or other joint defendants being indemnified by the Association shall not be indemnifiable unless there exists a bonafide conflict of interest.
SECTION 5. EFFECT OF AMENDMENT
Any amendment, repeal or modification of any provision of this Article XIII by the members or the Governors of the Association shall not adversely affect any right or protection of a Governor or officer of the Association existing at the time of such amendment, repeal or modification.
ARTICLE XIV - AMENDMENTS
These bylaws may be amended by a vote of no less than two-thirds (2/3) of all Governors present at any biannual meeting of the Board of Governors, and/or special meeting designated by the President, in either case requiring a quorum to have been achieved prior to the vote. Thirty (30) days written notice shall be given to each District Governor and thirty (30) days written notice shall be given each Executive Committee member (and thus, member of the Board of Governors by such status) before a vote shall be taken on any proposed amendment.