The by-laws of the New York City Homebrewers Guild, Inc.
Article I – Name
This corporation shall be known as the New York City Homebrewers Guild, Inc.
Article II – Purposes
This corporation has been founded to fulfill the following purposes:
· To improve and encourage homebrewing
· To promote public awareness of homebrewing
· To engage in cooperative brewing, competitions, and beer tastings
· To develop sensory skills and analysis
· To have good fellowship and to enjoy drinking in a responsible manner
· To engage in any lawful activity
Article III – Membership
Membership is open to any person interested in in the appreciation of fermented beverages who is of legal drinking age in the State of New York. No member shall be excluded due to race, religion, gender, or sexual orientation.
There are two classes of club membership:
I. Voting Membership
Requirements for Voting Membership are as follows:
1. Voting membership (Members) is to be renewed yearly, with dues set by the Board of Directors.
2. Unless otherwise provided herein, Membership Term for each Member shall be one year extending from January 1 through December 31 of that year. If an individual becomes a member during the Membership Term, the individual’s membership shall run from the date of becoming a member through December 31 of that year.
3. The Board of Directors may – at their discretion – extend the membership term through the following calendar year for new members joining late in the calendar year.
4. Each voting member is encouraged to actively contribute to corporation events during each year. Examples of active contribution include:
a. Attending Board of Directors meetings (Steering Committee meetings)
b. Assist in planning, preparation, or clean-up of major events such as picnics, parties, brewery trips, fund raisers, etc.
c. Assisting with homebrew competitions by coordinating, preparing, stewarding, judging, and cleaning up
d. Leading or attending meetings, talks, lectures, or discussions of homebrewing topics
5. Each voting member and their guests are expected to maintain responsible conduct at corporation events. In the event a member or their guests do not maintain proper conduct, immediate and appropriate corrective measures will be taken by Corporation Officers or their designees.
II. Competition Membership
Requirements for Competition Membership are as follows:
1. Competition Memberships are renewed on a per competition basis with dues set by the Board of Directors.
2. Competition Dues will cover the entry costs of one beer, cider, or mead entry into a competition unless otherwise specified by the rules of that competition.
3. At the discretion of the Board of Directors, eligibility for some club competitions may be designated exclusively for Voting Members.
4. At the discretion of the Board of Directors, Voting Members may have competition dues waived for club-only competitions.
5. Each competition member and their guests are expected to maintain responsible conduct at corporation events. In the event a member or their guests do not maintain proper conduct, immediate and appropriate corrective measures will be taken by Corporation Officers or their designees.
6. Voting membership benefits are not automatically extended to competition members.
Article IV – Officers of the Corporation
1. This corporation shall have four officers, President, Vice-President, Secretary, and Treasurer.
2. Each officer will serve a one year term.
3. No member may serve as President of the Corporation for two consecutive terms.
4. The officers will form the Board of Directors and be responsible for making corporation decisions and creating meeting agendas.
5. The duties of each officer will include:
a. President oversees all corporation activities, including but not limited to conducting meetings, setting meeting agendas, engaging in outreach efforts, and appointing committees and chairpersons as needed.
b. Vice-President assists the President as needed and performs duties of President in his/her absence.
c. Secretary keeps the minutes of all meetings, conducts election proceedings, and maintains an up-to-date list of all members currently in good standing and assists the President, Vice President, and Treasurer as needed.
d. Treasurer has charge of all corporation finances, provides quarterly reports to the Board of Directors.
6. In the case an officer cannot fulfill his/her obligations or has resigned, the Board of Directors shall make a decision as appropriate: either to appoint a replacement to fill the vacancy until the next corporation election or to distribute the duties among the other officer of the corporation.
Article V – Publications and Communication
The publication of the corporation shall be the New York City Homebrewers Guild, Inc. website and such other publications as the Board of Directors may authorize. Communication on all pertinent club matters shall be posted on the website and communicated to members via email.
Article VI – Board of Directors Meetings
1. Board of Directors will meet on a quarterly basis or as needed from January through December. Meeting location and dates will be announced through official corporation communication channels.
2. Board Meetings are open to all members. Member attending may contribute ideas but cannot participate the actual decision making of the corporation.
3. Meetings will run under Robert’s Rules of Order, as necessary.
4. Board of Directors is responsible for making corporation decisions and meeting agendas.
5. Three members of the Board of Directors will constitute a quorum.
Article VII – General Meetings
1. General Meetings will be held on a monthly basis from January through December. Meeting location and dates will be announced at all meetings and through all corporation communication channels.
2. General meetings are open to all members. Non-members may attend one meeting but must pay dues to attend thereafter.
3. General Meetings will run under Robert’s Rules of Order, as necessary.
4. Meeting agendas can be set and changed as deemed necessary by the corporation President or his/her designee.
Article VIII – Voting at General Meetings
1. All voting members in attendance have a right to vote or abstain from voting.
2. On matters that require a formal vote, a quorum shall consist of 20 voting members, excluding officers.
3. If the total number of voting members in the corporation is 30 or less, then a quorum shall be constituted by 30% of the voting members.
4. If a meeting does not have a quorum in attendance, any matters requiring a formal vote shall be deferred to a later date.
Article IX – Eligibility for Office and Election of Officers
1. Any active Voting Member is eligible to run for corporate offices, provide he/she has brewed at least one batch of homebrew within the calendar year and contributed to at least one corporation event withing the calendar year.
2. At the October meeting each year, the Board of Directors may, at their discretion, present a slate of candidates for the following year’s Board of Directors.
a. The Board’s recommended slate of candidates must be announced on the New York City Homebrewer’s Guild website and through regular communication channels (email, etc.) to Voting Members following the October meeting.
b. Provided a Quorum of Voting Members is present at the November meeting, each member present will be eligible to cast a yea or nay vote on the entire slate of candidates recommended by the Board of Directors by paper (secret) ballot.
c. Voting members who are unable to attend the November meeting shall be permitted an absentee ballot upon request.
3. Should the Board of Director’s candidates fail to win a majority of the vote, new nominations for each corporation office shall be open to all present voting members, followed a majoring vote.
4. Swearing in of new officers will occur at the January meeting, with new officers immediately assuming their roles.
Article X – Corporation Finances
No expenditure of corporation funds in excess of five hundred dollars shall be made unless it is approved by a unanimous vote by the Board of Directors. Any such expenditure must be communicated to club membership through standard corporation communication channels.
Article XI – Liaison with the American Homebrewers Association (AHA)
The corporation shall maintain the integrity of and follow general guidelines set by the American Homebrewers Association. The board is responsible for reporting on corporation competitions, activities, and events as they pertain to the AHA. The officers are also responsible for reporting any relevant AHA news to the membership at general meetings.
Article XII – General Prohibitions
1. No part of the net earnings of the corporation shall or may under any circumstances inure to the benefit of any member or individual.
2. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation and shall not participate in or intervene in political campaign on behalf of any candidate for public office.
3. The Corporation shall not be organized or operated for profit.
Article XIII – Adoption/Amendments
1. These By-Laws becomes effective when approved by a majority vote of the Board of Directors as designated within the Certificate of Incorporation at the organizational meeting.
2. The By-Laws can be amended by the following process:
a. Any input for By-Laws by voting members can be presented in writing to the Board of Directors.
b. All suggestions will be reviewed by the Board of Directors who will decide if the suggestions will be presented to the membership for adoption into the By-Laws.
c. Proposals for amendment to the By-laws shall be announced one general meeting prior to voting and shall immediately thereafter be posted to the New York City Homebrewer Guild, Inc.’s Website.
d. Provided a quorum of Voting Members is present at the first meeting following the meeting where a proposal for amendment was announced ass provided for in subsection (c) of this section, each member present will be eligible to cast a yea or nay vote for adoption of the proposed amendment by paper (secret) ballot.
3. The approved By-Laws will be posted on the New York City Homebrewers Guild Website.
The within By-Laws were adopted by unanimous vote of the directors listed within the Certificate of Incorporation dated May 13, 2014, at the organization meeting of the corporation held on May 20, 2014.
[signed]
Members:
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