Manual Of Operations and Code of Conduct

Bylaws

*amended and approved by the Board of Governors September 12, 2023*

Contents

• ARTICLE I Name
• ARTICLE II Purpose
• ARTICLE III Membership
• ARTICLE IV Dues, Fees, and Assessments
• ARTICLE V Board of Governors
• ARTICLE VI Executive Committee Officers
• ARTICLE VII Management
• ARTICLE VIII Committees
• ARTICLE IX Meetings of the Association's Voting Members...
• ARTICLE X Books and Records
• ARTICLE XI Indemnification of Governors, Officers, Employees...
• ARTICLE XII Amendments
• 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.

Principles include:

• 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 are exempt from paying membership dues.
• (D) Student Members. Student Members in good standing are nonvoting members and shall, otherwise be entitled to all rights and privileges granted by 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 of these Bylaws and responsibilities outlined in the Manual of Operations.

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 - EXECUTIVE COMMITTEE OFFICERS

SECTION 1. COMPOSITION

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.

SECTION 3. REMOVAL

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.

SECTION 4. RESIGNATION

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.

SECTION 5. PRESIDENT

The President shall preside at all meetings of the Association, of the Board of Governors, and of the 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.

SECTION 2. VOTING RIGHTS

Each person on the Board of Governors shall have one (1) vote.

SECTION 3. QUORUM

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.

SECTION 7. BUDGET

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.

SECTION 8. FISCAL YEAR

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.

SECTION 10. 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 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.

SECTION 11. 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 VIII - COMMITTEES

SECTION 1. APPOINTMENT

All committees and chairs shall be appointed by the President, except as otherwise provided in the bylaws. 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 would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer who is removed.

SECTION 2. STANDING COMMITTEES

• (A) Standing Committees. The following shall be designated as standing committees: Finance, Membership, Education, Communications, Technical, Nominating and Election Service, and Honorary Life Membership. Election procedures and appointments of committee members are outlined in the Association's manual of operations.
• (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.

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 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...

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 of Governors, and shall keep at the Association's headquarters a record giving the names and addresses of members entitled to vote.

ARTICLE XI - Indemnification of Governors, Officers, Employees and Agents

The Association shall indemnify any Governor, officer, employee, or agent against liability and reasonable expenses incurred in connection with any claim, action, suit, or proceeding in which they may be involved by reason of being or having been a Governor, officer, employee, or agent of the Association, to the extent permitted by Minnesota law.

ARTICLE XII - Amendments

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the Governors present at a meeting at which a quorum is present.

ARTICLE XIII - Manual of Operations

SECTION 1. ADOPTION

A Manual of Operations may be adopted by the Board of Governors that details the implementation of policies and procedures related to the governance and operations of the Association, provided it does not conflict with these Bylaws or the Articles of Incorporation.

SECTION 2. AMENDMENT

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.