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Preface
THE MASTER BREWERS ASSOCIATION OF THE AMERICAS
was incorporated under the laws of the State of Illinois
on March 21, 1887 as the "Master Brewers Association of
the United States." After Repeal of the 18th Amendment,
the Constitution and Bylaws of the Association was
revised and the name of the Association was changed to
"Master Brewers Association of America." This occurred
at the 31st Annual Convention held in New York, October
7, 1934. With the change in name, the Association became
international in scope of membership.
A second revision of the Constitution and Bylaws took
place at the 37th Annual Convention held in St. Louis,
Missouri, October 24, 1940.
Further revisions were made at the Annual Business
Meeting of the 1953 Convention in St. Louis; the 1960
Convention in Los Angeles; the 1961 Convention in
Montreal; the 1962 Diamond Jubilee Convention in
Chicago; the 1963 Convention in Baltimore; the 1968
Convention in Detroit; the 1970 Convention in New
Orleans; the 1972 Convention in Milwaukee; the 1973
Convention in Anaheim; the 1977 Convention in Vancouver
B.C., Canada; the 1980 Convention in Mexico City; the
Board of Governors Meeting in Chicago in 1983, 1985,
1986 and 1987, Tampa, Florida in 1988, Monterrey, Mexico
in 1990, Milwaukee, Wisconsin in 1996; the 1966
Convention in Montreal, Canada, the September, 12th, 1999;
the MBAA
Convention in Keystone, Colorado; the October 17th, 2002 MBAA
Convention in Austin, Texas, the MBAA 2003 Convention in
Milwaukee, Wisconsin on October 5, 2003, and adopted in
its present form at the Board of Governors Meeting in
Chico, California on June 10, 2006.
CONTENTS
ARTICLE I NAME
ARTICLE II PURPOSE
ARTICLE III MEMBERSHIP
Section 1 Categories of Membership
(A) Professional
(B) Retiree
(C) Honorary
(D) Student
Section 2 Districts
(A) Applicants
(B) Compliance with Bylaws
(C) Application
(D) Application Process
(E) District Designation
(F) Approval of Application
(G) Denial of Application
(H) Separate Entities
Section 3 Application for Membership
(A) Members to be Affiliated with Districts
(B) Members not Affiliated with a District
Section 4 Resignation
Section 5 Arbitration Committee
(A) Cause for Discipline
(B) Arbitration Committee Composition
(C) Disciplinary Procedures
(D) Appeal
(E) Confidentiality
(F) Impartiality
(G) Reinstatement
Section 6 Reinstatement
Section 7 Transfer of Membership
Section 8 Rights of Members
(A) Professional Membership
(B) Retired Membership
(C) Honorary Life Members
(D) Student Members
(E) Home District
ARTICLE IV DUES, FEES, AND ASSESSMENTS
(A) Amount Payable
(B) Due Date and Collection
(C) Failure to Pay
ARTICLE V DEFINITION OF "GOOD STANDING"
ARTICLE VI BOARD OF GOVERNORS
Section 1 Composition of Board
Section 2 District Governors
ARTICLE VII OFFICERS
Section 1 Officers
Section 2 Nominations
Section 3 Election of Officers
Section 4 Absence or Vacancies
Section 5 Removal
Section 6 Resignation
Section 7 President
Section 8 First President and Second President
Section 9 Secretary
Section 10 Treasurer
ARTICLE VIII MANAGEMENT
Section 1 Management of the Association
Section 2 Board of Governors Meeting
(A) Biannual Meeting
(B) Notice
Section 3 Voting Rights
Section 4 Quorum
Section 5 Manner of Acting
Section 6 Informal Action
Section 7 Executive Committee Authority and Meetings
Section 8 Employees
Section 9 Assets and Loans
Section 10 Budget
Section 11 Fiscal Year
Section 12 Traveling Expenses
Section 13 Contracts
Section 14 Checks, Drafts, Notes, etc
Section 15 Bonding
Section 16 Notice
(A) Delivery of Notice
(B) Waiver of Notice
Section 17 Investments
Section 18 Self-Dealing
Section 19 Distribution of Income
Section 20 Reserves
ARTICLE IX DISSOLUTION
ARTICLE X COMMITTEES
Section 1 Appointment
Section 2 Standing Committees
(A) Executive Committee
(B) Finance Committee
(C) Technical Committee
(D) Long Range Planning Committee
(E) Membership Committee
(F) Nominating Committee
(G) Other Standing Committees
Section 3 Term of Office
Section 4 Vacancies
Section 5 Quorum
ARTICLE XI MEETING OF THE ASSOCIATION AND DISTRICT
Section 1 Annual Convention of the Association
Section 2 Special Meetings of the Association
Section 3 Notice of Meetings
Section 4 Order of Business
(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) Report of Committees
(G) Unfinished Business
(H) New Business
Section 5 Parliamentary Procedure
ARTICLE XII BOOKS AND RECORDS
ARTICLE XIII INDEMNIFICATION OF GOVERNORS,
OFFICERS, EMPLOYEES AND AGENTS
Section 1 Right to Indemnification
Section 2 Right of Claimant to Bring Suit
Section 3 Non-Exclusivity of Rights
Section 4 Expenses as a Witness
section 5 Effect of Amendment
ARTICLE XIV AMENDMENTS
BYLAWS
ARTICLE I - Name
The name of the Association shall be the MASTER BREWERS
ASSOCIATION OF THE AMERICAS (hereinafter referred to as
the "Association").
ARTICLE II – Purpose
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
sub-charter from the Association.
(B) Compliance With Association Bylaws. To be
admitted to membership, 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 from time to time in
accordance with its bylaws.
(C) Application. Application for a sub-charter
shall be submitted in duplicate in writing to the
Association Headquarters on forms prescribed by the
Board of Governors and furnished by the Membership
Committee. 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.
(D) Application Process. It shall be the duty of
the Board of Governors upon receipt of the
application for a sub-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 either (i) the District organizers'
proposed bylaws are consistent with the articles,
bylaws, amendments to bylaws, policies and regulations
of the Association and not in conflict with those of the
Association, or (ii) the District organizers elected not
to have a separate District constitution and bylaws, but
attested to in its application for sub-charter that it
proposes to adopt and be bound by the articles of
incorporation, the bylaws and the amendments there to,
and the policies, rules, and regulations adopted by the
Association in accordance with its bylaws, 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.
(E) District Designation. Districts which are
approved in accordance with Section 2 (D), shall receive
a sub-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 sub-charter is approved by Resolution of the
Association at a biannual meeting of the Board of
Governors, the President shall so advise the Association
Headquarters whose duty it shall be to execute and
deliver a sub-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 membership does
not approve, the application by a majority vote of the
members present and entitled to vote, the decision of
the membership is final. If the Board finds the
applicant for a sub-charter not qualified, it shall
specify such in writing. The Association Headquarters
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
its 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 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 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 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 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 shall be deemed to include
every member of such District. No withdrawal or
resignation shall be accepted if the 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 District, except due
to a transfer to another 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 bylaw.
(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
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 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 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 Districts of the Association as they choose, but
only one (1) 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.
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
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
The Board of Governors shall be composed of the
Executive Committee of the Association and one (1)
Governor from each 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
The District Governor shall be elected from the
membership of said District 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 must be available for attendance at Board
meetings. Acceptable alternatives for attendance at
Association Board meetings will be the District
President, District Vice President who or their
designate. Each District shall notify the Association
Headquarters of the name of its Governor. A District may
change or withdraw its Governor at any time upon giving
written notice thereof to the Association Headquarters.
However, each District shall at all times be represented
on the Board.
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. The District Governor shall present the
slate to each District 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 and 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 designated by the current
President and approved by the Board of Governors, and
shall keep the minutes of the meetings of the members
and of the Board of Governors in one (1) or more books
provided for that purpose, see that all notices are duly
given 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 of each member 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
The Association shall be managed by 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 holding no less
than twenty-five percent (25%) of the votes held by the
Board.
(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 have a minimum of one (1) vote.
Additional votes are awarded when the membership of
their District exceeds fifty (50) members in good
standing who are eligible to vote. One (1) additional
vote is awarded for every increment of fifty (50)
members who are eligible to vote. The following schedule
shall be used to establish the number of votes a
Governor shall have: 10-50 = 1 vote; 51-100 = 2 votes;
101-150 = 3 votes; etc. In addition, each member of the
Executive Committee shall have one (1) vote.
SECTION 4. QUORUM
At each meeting of the Board of Governors, the
presence of Governors representing two-thirds (2/3) of
the total votes held by all Governors shall constitute a
quorum. Once a quorum is established, it remains in
effect through the duration of the meeting.
SECTION 5. MANNER OF ACTING
The act of one-half (1/2) of the votes held by all
Governors at a meeting at which a quorum is present
shall be the act of the Board of Governors, unless the
act of a greater number is required by 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 Governors holding
three-fourths (3/4) of the votes held by 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 - INVESTMENTS
Unless otherwise specified by the terms of a
particular gift, bequest or devise, grant or other
instrument, the funds of the Association may be
invested, from time to time, in such manner as the Board
of Governors may deem advantageous; provided, however: (i)
The Association shall not retain any excess business
holdings as defined in Section 4943(c) of the Internal
Revenue Code of 1986 or any applicable amendments
thereto, or corresponding provisions of any subsequent
Federal tax law; and (ii) The Association shall not make
any investments in such manner as to subject it to tax
under Section 4944 of the Internal Revenue Code of 1986
or any applicable amendments thereto, or corresponding
provisions of any subsequent Federal tax law.
SECTION 18. SELF-DEALING
The Association shall not engage in any act of self
dealing as defined in Section 4941 (d) of the Internal
Revenue Code of 1986 or any applicable amendments
thereto, or corresponding provisions of any subsequent
Federal tax law.
SECTION 19. DISTRIBUTION OF INCOME
The Association shall distribute its income for each
taxable year at such time and in such manner as not to
become subject to the tax on undistributed income
imposed by Section 4942 of the Internal Revenue b Code
of 1986 or any applicable amendments thereto, or
corresponding provisions of any subsequent Federal tax
law. The Association shall not make any taxable
expenditures as defined in Section 4945(d) of the
Internal Revenue Code of 1986 or any applicable
amendments thereto, or corresponding provisions of any
subsequent Federal tax law.
SECTION 20. 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(a) 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, including, but not
limited to the trustees or regents of such university,
college or research foundation, as may be designated by
the Board of Governors, for the purpose of 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 such trustees or regents 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) Long Range Planning Committee. The Long Range
Planning Committee shall be comprised of the Immediate
Past President as Chairman, three (3) Past Presidents,
and two (2) other members appointed by the Executive
Committee. The Long Range Planning Committee will be
assigned special projects as a standing committee.
(C) 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.
(F) 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.
(G) 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 - MEETING OF THE
ASSOCIATION AND DISTRICT
SECTION 1. ANNUAL CONVENTION OF THE ASSOCIATION
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 Convention Committee shall
submit convention site bids to the Executive Committee
proposing alternative sites for the Board meetings and
any corresponding conventions. The Executive Committee
shall review the Convention Committee's bid(s) and any
other bids that it solicits, and present recommendations
to the Board at the first biannual meeting of the Board.
All recommendations shall be made not less than five (5)
years in advance of the Convention concerned. Districts
of the Association shall hold an annual meeting as early
as is practical following the second biannual meeting of
the Association.
SECTION 2. SPECIAL MEETINGS OF THE ASSOCIATION
Special meetings of the Board 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
Notice of each biannual meeting and special meeting
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 bonafide 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 the total votes held by all
Governors present at any biannual meeting of the Board
of Governors, and/or special meeting designated by the
President, at which a quorum is present. Thirty (30)
days written notice shall be given each District
Governor or other designated representative before a
vote shall be taken on any proposed amendment.
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