Manual Of Operations and Code of Conduct
Manual of Operations
Code of Conduct
amended and approved by the Board of Governors September 12, 2023
ARTICLE I Name
ARTICLE II Purpose
ARTICLE III Membership
ARTICLE IV Dues, Fees, and Assessments
ARTICLE V Board of Governors
ARTICLE VI Officers
ARTICLE VII Management
ARTICLE VIII Committees
ARTICLE IX Meetings of the Association's Voting Members and Meetings of Members at the Chartered District Level
ARTICLE X Books and Records
ARTICLE XI Indemnification of Governors, Officers, Employees and Agents
ARTICLE XII Amendments Books and Records
ARTICLE XIII Manual of Operations
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 to be a professional, scientific organization dedicated to advance, support, and encourage scientific research into brewing malt beverages and related industries and to make that research available to the public through conventions, discussion groups, journals, publications and seminars.
ARTICLE III - Membership
SECTION 1. CATEGORIES OF MEMBERSHIP
There shall be four (4) categories of membership: Professional, Retiree, Honorary Life, and Student. A membership period shall be 12 consecutive months. 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. Any person working in or interested in the field of brewing, malting or associated industries is eligible for membership. Membership is activated upon receipt of the applicant's dues.
(B) Retiree Membership. Individuals who have retired from brewing, malting, consulting 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.
(D) Student Membership. Any person presently enrolled, as a full-time student in an accredited college or university is eligible for student membership, provided their application is endorsed by a faculty member. Any Student Member may remain in good standing only so long as they continue their course of study, provides evidence of same annually, and remains current in their membership dues.
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 to the Association Headquarters as prescribed by the Board of Governors. If approved by the Executive Committee, the application shall be submitted to the Board of Governors.
(D) 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).
(E) Dissolution of an Existing Chartered District. A Chartered District shall be subject to dissolution upon vote in favor of such result of the Board of Governors once no appropriate activity is observed on the part of the District [e.g. lack of an annual meeting, non-attendance from the district representative at Board of Governors Meeting] for a period of 2 years or greater.
(F) 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. CODE OF PROFESSIONAL CONDUCT
The Master Brewers Association of the Americas is a professional organization with a Code of Professional Conduct which encompasses the values important to the profession and expresses the professions responsibilities. Membership in Master Brewers assumes an obligation of self-discipline with compliance to these professional standards. The Association's code of professional conduct is intended to guide members in the performance of their professional responsibilities.
- Members perform all professional responsibilities with the highest sense of integrity, and maintain objective and freedom from conflicts of interest.
- Members strive to continually improve their competence and the quality of services and discharge all professional responsibilities to the best of their ability.
SECTION 4. 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 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 member.
(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 nonvoting members and shall, otherwise be entitled to all rights and privileges granted by the Constitution and these bylaws except they may not hold office in the Association.
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 determined by a quorum 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) Failure to Pay Dues. Each member who is in arrears will be automatically removed and will cease receiving any benefits of membership. A person may re-establish membership by following all standard application guidelines.
ARTICLE V - 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. The officers of the Association and the respective duties and responsibilities encompassed by each office are set forth in Article VI.
SECTION 2. BOARD OF GOVERNORS REPRESENTATIVES
Each Chartered District shall elect from the membership of their District a Governor (called a “Board of Governors Representative”) term of up to three (3) years and may serve up to a maximum of six consecutive years. Each Governor must be a member of the Association in good standing. Student members are not eligible to be a Board of Governors Representative. The Governor elected must be available for attendance at all Association Board meetings, but if a Board of Governors Representative is not available for any one meeting, they shall select a designated representative to attend the Association Board meeting, provided that such person shall not be considered a member of the Board of Governors, shall not be counted in a quorum, and shall not have a vote on any matter coming before the Board of Governors. When a Board of Governors Representative cannot attend a meeting, it is their responsibility to ensure the District is represented with a designated District member for that meeting. Attendance is taken and if there is a Board of Governors Representative absent from a District, this will be reported to the President and Vice President of the District for appropriate response. If the District’s Officers deem a Board of Governors Representative should be removed midterm or the position becomes vacant, an interim Board of Governors Representative will be appointed by the District Officers until an election can take place. The election for the Board of Governors Representative must be held within 12 months from the date of removal or vacancy. Each District shall notify the Association Headquarters of the election of their Board of Governors Representative. A District may change or withdraw its Board of Governors Representative at any time upon giving written notice thereof to the Association Headquarters.
ARTICLE VI - OFFICERS
SECTION 1. OFFICERS
The Executive Committee of the Association shall consist of the President, First Vice President, Second Vice President, Treasurer, Immediate Past President, 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. ABSENCE OR VACANCIES
In 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 their predecessor in office.
Any officer elected or appointed may be removed by two-thirds (2/3) of the votes held by all Governors then serving 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.
Any officer may resign at any time by giving written notice to the Board of Governors, the President, or the First Vice President 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.
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.
SECTION 6. FIRST VICE PRESIDENT AND SECOND VICE PRESIDENT
In the absence of the President or in the event of their 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 7. TREASURER AND TREASURER-ELECT
The Treasurer shall be responsible to ensure the safe recordkeeping and stewardship of all funds and assets of the Association. The Treasurer shall be responsible to establish and oversee appropriate modes of collection of all fees and monies due the Association, the payment of all bills and the recording of all receipts and expenditures necessary to the Association’s operations, and effect the reporting of all such financial activity in accordance with generally accepted accounting practices. Some or all of these responsibilities may be shared with the Association’s Executive Officer. The Treasurer, in collaboration with Master Brewers headquarters staff, shall be responsible for the presentation to the Board of Governors for their approval of the annual budget covering the operation of the Association and its activities. They shall also be responsible for the preparation of the annual financial statement for presentation to the members of the Association.
The Treasurer-elect shall attend all Executive Committee and Board of Governors meetings as non-voting for a one year period prior to becoming Treasurer and a member of the Executive Committee and Board of Governors.
ARTICLE VII - MANAGEMENT
SECTION 1. MANAGEMENT OF THE ASSOCIATION
As required by State law, the Association shall be managed by the 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) Meetings. The Board of Governors shall hold three (3) 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 their own motion, or upon the written request addressed to the President and the Association Headquarters by numbering at least twenty-five percent (25%) of all Board of 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 before the meeting.
Each person on the Board of Governors shall have one (1) vote.
At each meeting of the Board of Governors, the presence of Board of Governors representing two-thirds (2/3) of all Board of Governors then seated shall constitute a quorum. Once a quorum is established, the Board of Governors may continue to meet and act even if the number of Board of Governors remaining would not be sufficient to constitute a quorum.
SECTION 4. MANNER OF ACTING
A majority vote of all Governors at a meeting who are qualified to vote shall 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 5. EXECUTIVE COMMITTEE AUTHORITY AND MEETINGS
The Executive Committee of the Association 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 their own motion, or upon the written request of any two (2) members of the committee.
SECTION 6. OFFICERS, IF PAID, TO BE EMPLOYEES; APPOINTING OF ADDITIONAL OFFICERS
The Board of Governors shall fix the salaries, if any, of the officers. The Board of Governors shall appoint officers to fulfill additional functions required by the Association as it deems necessary, and shall prescribe the salary, if any, and duties of each. Any appointment made hereunder may be terminated by the Board of Governors at any time.
A proposed budget of the Association for the upcoming year shall be prepared by the Finance Committee, approved by the Executive Committee, and then submitted to the Board of Governors for their review and approval.
The fiscal year of the Association shall extend from January 1 to December 31 inclusive. An independent opinion on the Association's financial statements and books and records thereto shall be procured on each year from a certified public accountant.
(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 via current operating mode of communication.
(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 Minnesota 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.
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 VIII - COMMITTEES
SECTION 1. APPOINTMENT
All committees and Chairs shall be appointed by the President, except as otherwise provided in the bylaws. Each Committee Chair 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-Chair who also shall serve up to three (3) years. The President may appoint special committees for such period of time as they deem 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 Executive Committee of the Association consists of the President, First Vice President, Second Vice President, Immediate Past President, and Treasurer. The powers and duties of the Executive Committee are defined in Article VII, Section 5, 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, First Vice President, Second Vice President and a member(s) appointed by the Board of Governors for a three year period. The Treasurer will chair the committee. The
Executive Vice President is an ex officio member of the Committee without
(C) Bylaws Committee. The Bylaws committee shall be responsible for conducting reviews of the bylaws and Manual of Operations and present recommendations to the Executive Committee. The committee shall consist of a chair, the First Vice President, and two committee members serving a staggered three (3) year term.
(D) Nominating Committee. The Nominating Committee shall consist of at least five (5) members of the Board of Governors and/or Committee Chairs - including the Immediate Past President as Chair for a one-year appointment. Member appointments are staggered for four-year terms, so that one person comes on and one person rotates off each year. The Nominating Committee shall determine, investigate and present a slate of officers to the Board of Governors at the second annual meeting of the Board of Governors. The slate shall include a nomination for President, First and Second Vice Presidents and Treasurer-elect, when applicable. Each office on the nominated slate shall be represented by a separate individual. In addition, the committee will review award nominations and recommend awardees for the Award of Honor, Award of Merit, Distinguished Life Service, and Honorary Life Membership.
(E) Other Standing Committees. Other standing committees may be designated by a resolution adopted by a majority of the votes held by the Board of Governors Representatives present at a Board of Governors meeting at which a quorum is present. A complete list of committees, duties, and responsibilities shall be maintained in the Manual of Operations.
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. It is the purview of the President and Executive Committee to remove an inactive committee member in order to ensure the Association business is conducted as required.
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.
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 IX - MEETINGS OF THE ASSOCIATION'S VOTING MEMBERS AND MEETINGS OF MEMBERS AT THE CHARTERED DISTRICT LEVEL
SECTION 1. CONFERENCE OF THE ASSOCIATION; ANNUAL MEETINGS BY CHARTERED DISTRICTS
As set out in Article VII, Section 2, preceding, the Board of Governors shall hold three (3) regular meetings in each year, at such time and place as may be determined by the Board. One of the three regular meetings of the Board of Governors shall occur just prior to the Master Brewers Conference. The Master Brewers Headquarters staff 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 staff’s bid(s), and present recommendations to the Board at the first annual meeting of the Board. Chartered Districts of the Association shall hold their annual meetings as early as is practical following the second regular Board of Governors 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 their own motion, or the written request of Board of Governors holding at least two-thirds (2/3) of the total votes held by the Board of Governors, or upon a call of at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less.
SECTION 3. NOTICE OF MEETINGS
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, members of the District, and to each member not affiliated with a District not less than thirty (30) days before such meeting.
SECTION 4. 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 in the course of a meeting, and except as otherwise provided by the bylaws. Whenever there is a dispute as to the terms of Robert’s Rules of Order, the presiding official of the meeting shall make a determination and their adjudication shall be effective immediately.
ARTICLE X - 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 cause to be kept at the registered or principal office a list of 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 XI - INDEMNIFICATION OF GOVERNORS, OFFICERS, EMPLOYEES AND AGENTS
SECTION 1. RIGHT TO INDEMNIFICATION
Every director, officer, committee member, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party or in which they may become involved, by reason of their being or having been an officer, committee member, or employee of the Association, or any settlement thereof, whether or not they are a director, officer, committee member, or employee at the time such expenses are incurred, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:
(1) has not been indemnified by another organization for the same liability with respect to the same act or omissions;
(2) acted in good faith;
(3) received no improper personal benefit and statutory provisions regarding conflict of interest were followed; and
(4) reasonably believed that the conduct was in the best interest of the Association.
ARTICLE XII - AMENDMENTS
These bylaws may be amended by a vote of no less than two-thirds (2/3) of all Board of Governors present at any meeting of the Board of Governors, and/or special meeting designated by the President, in either case requiring a quorum to have achieved prior to the vote. Thirty (30) days written notice shall be given each Board of Governors member before a vote shall be taken on any proposed amendment.
ARTICLE XIII - MANUAL OF OPERATIONS
SECTION 1. AUTHORITY
The Executive Committee shall make or amend the Manual of Operations, not in conflict with the bylaws, as may be necessary for the proper governance of the Society. Such Manual of Operations shall become operative when adopted by two-thirds (2/3) majority of the officers.
SECTION 2. Amendment Procedures
Proposals for amendment of the Manual of Operations may be initiated by:
a. a member of the Executive Committee, or
b. a motion brought forth from a Committee, or
c. a motion brought forth from a member of the Board of Governors.
Proposals for amendment of the Manual of Operations shall be submitted in writing not less than four weeks in advance of the Executive Committee meeting to each of the members of the Executive Committee and to the Chief Executive Officer.