Constitution and By-Laws American Breweriana Association, Inc.
ARTICLE I - NAME, ORGANIZATION
Section A. The name of the organization shall be the American Breweriana Association, hereafter referred to as "the Association."
Section B. The Association is organized and incorporated under the Colorado Nonprofit Corporation Act as a non-profit educational and literary corporation. An exemption from federal income tax has been granted to the Association under section 501(c)(3) of the Internal Revenue Code; all contributions and gifts to the Association are deductible from federal income tax under section 170 of the Internal Revenue Code.
ARTICLE II - OBJECTIVES, GOALS
Section A. To educate the members and the public regarding Americaís brewing heritage and to maintain and preserve that history through research, publications, and the maintenance of appropriate library and historical materials relating to brewing and breweriana.
Section B. To unite brewing industry workers, breweriana collectors, and historians in the bonds of friendship and for their mutual benefit in furtherance of the industry, the hobby, and the Association.
Section C. To encourage the preservation and collecting of brewing artifacts including brewery antiques, bottles, cans, advertising, and other memorabilia.
Section D. The ultimate goal of the Association shall be the establishment of a non-commercial museum of brewing history and advertising.
ARTICLE III - MEMBERSHIP
Section A. The Association shall be committed to a policy of non-discrimination in membership and to the equal participation by members in all its services and activities.
Section B. Membership shall be in these categories:
(l) Regular. Any adult of good moral character, or business or organization, which supports the objectives and goals of the Association, shall be eligible for regular membership with all the rights pertaining thereto, upon written application and payment of the required dues. Regular members shall have the right to seek and hold office, to vote at all meetings, and to use and/or participate in the activities and services of the Association.
(2) Associate. Family members who reside in the same household as a regular member of the Association may be enrolled as Associate Members at a reduced membership fee; if over age 21, they are entitled to the same rights and privileges as a regular member, but only one copy of the Associationís publication will be mailed to the household.
(3) Junior. Any individual between the ages of 12 and 18 may apply for Junior membership in the Association. They shall not vote or hold office, but may enjoy all other rights of members.
(4) Life. Life membership may be granted by the unanimous vote of the Board of Directors to recognize significant and sustained support of the Association and its objectives. Future membership dues will be waived for those granted Life Membership.
Regular members who desire Life Membership must make application for such to the Board of Directors and include a one-time fee to be set by the Board of Directors. In all cases, three years regular, continuous, active membership shall be a requirement for Life Membership.
ARTICLE IV - DUES
Section A. Dues for all categories of membership shall be established by the Board of Directors and can only be changed by a three-fourth (3/4) vote of the entire Board of Directors.
Section B. An entry fee and a reinstatement fee may be levied by the Board of Directors.
Section C. Dues for each 12-month period shall be due and payable on the anniversary date of the memberís acceptance into membership. Failure to pay dues sixty days from that time will result in forfeiture of membership.
ARTICLE V - OFFICERS, BOARD OF DIRECTORS
Section A. The elected officers of the Association shall be a President, Vice President, Recording Secretary and six Directors. These shall comprise the Board of Directors.
Section B. No elected officer shall receive any compensation for service rendered to the Association in his official capacity.
Section C. The Immediate Past President shall serve as an ex-official member of the Board of Directors for the two years following his term as President.
Section D. Duties of the Officers
(1) President. The President shall act as Chairman of the Board of Directors and preside over all meetings of that group; he shall issue the call for special and regular meetings of the Board of Directors. He shall establish the following committees: Public Relations, Membership Growth, and Membership Retention, and such other committees as are necessary, and appoint chairmen of all committees. He shall see that elections are duly called and properly conducted. He shall appoint Regional Directors and direct and supervise their activities. He shall fill by appointment all vacancies that occur on the Board of Directors, and he shall act as the principal spokesman of the Association.
(2) Vice President. If the President is unable to perform the duties of that office for any reason, the Vice President shall occupy that office and perform those duties with the same authority of the President. The Vice President shall also serve as an ex-official member of the Committee for the Annual Meeting and be the liaison between that committee and the Board of Directors.
(3) Recording Secretary. The Recording Secretary shall keep a record of the minutes of all regular and special meetings of the Board of Directors and of the Annual Meeting. This officer shall also serve as an ex-official member of such committees as may be designated by the President and act as liaison between those committees and the Board of Directors.
Section E. The Board of Directors will meet yearly at the Annual Meeting of the Association or when called by the President for a special meeting provided that thirty (30) days advance notice of such a special meeting is given in writing to all members of the Board. Three members of the Board of Directors may request the President to call a special meeting. In the event that the President or three (3) or more Board members deem it necessary to hold a Board of Directors meeting at some time other than the Annual Meeting, and in the opinion of the President it is impracticable for Board members to meet in a single location, the President may, after proper notification by mail, or other appropriate means, arrange a conference telephone call with no fewer than six (6) members of the Board. The Board of Directors may conduct all such business as otherwise authorized by this Constitution and By-Laws during such conference call.
Section F. The presence of five (5) members shall constitute a quorum of the Board of Directors. The Board of Directors may conduct ordinary business of the Association by mail so long as the Executive Director has communicated to all Directors the matters to be considered and has provided a ballot with a voting deadline of not less than 15 days. In this case, the participation of not less than seven officers and directors will be necessary to effect action.
Section G. Nothing shall preclude the assignment of proxies by members of the Board of Directors when they are unable to be present at a regular or special meeting of the Board of Directors. Proxies, with or without instructions, may be given to any elected officer or the Executive Director of the Association.
Section H. Duties of the Board of Directors. In addition to those duties expressed and implied, set forth elsewhere in this Constitution, the Board of Directors shall have the following duties and powers:
(1) be responsible for the execution of the policies approved by the Association, and consider all matters of new business presented at the Annual Meeting. Matters to be placed on the Agenda of the Annual Meeting by Directors must be submitted in writing to the Executive Director at least two months prior to the Annual Meeting. The Executive Director will then communicate these proposals to the entire Board for their study and consideration at least 30 days prior to the Annual Meeting.
(2) set the time and place of the Annual Meeting at least 12 months in advance of that date.
(3) determine the dues and fees charged for membership and services of the Association.
(4) have the power to modify, override, or rescind the actions of any officer, committee, or member of the Association including the Executive Director.
(5) set the compensation of the Executive Director, editor of the official publication, and such other persons as may be employed by the Association.
(6) have the books, accounts, and financial operations of the Association compiled annually, or, at its discretion, more frequently, and may require an accounting or have an audit made of the handling of any Association funds by any officer, employee, committee or member of the Association. This audit may be conducted by any accounting professional retained by the Association to oversee its financial operations.
(7) approve an annual budget to be submitted by the Executive Director, and authorize all expenditures not previously approved in this budget; appropriate all funds accruing to the Association from special projects, annual meetings, gifts and bequests.
(8) insure that the Association is operated in strict compliance with applicable federal and state laws relating to non-profit and tax-exempt organizations.
ARTICLE VI - ELECTIONS, VACANCIES, REMOVAL FROM OFFICE.
Section A. The Officers and Directors of the Association shall be elected as follows:
(1) No person shall be allowed to hold office in the Association unless that person be a Regular Member in good standing.
(2) The President, Vice President and Recording Secretary shall be elected by the Board of Directors for two-year terms. Nominations for these offices shall be received by mail by the Executive Director during the first quarter of even-numbered years. During the second quarter, and at least thirty (30) days prior to the Annual Meeting, all officers and directors shall vote by mail on the nominees.
(3) Prior service on the Board of Directors shall be a requirement for election as President and Vice President.
(4) Election to the Board of Directors carries with it a commitment to attend the Annual Meeting of the Association.
(5) Three Directors will be elected each year prior to the Annual Meeting using the same procedure outlined in paragraph (2) of this Section, however, voting shall be by the entire membership. An elections committee appointed by the President shall open the sealed ballots, tabulate the vote, and announce the results of this election at the Annual Meeting of the Board of Directors.
(6) The Executive Director, if a resident of Colorado, will be listed as the Registered Agent of the Corporation. If there are no officers or directors that are Colorado residents, the President will appoint a Colorado resident to serve as the Registered Agent of the Corporation.
Section B. Vacancies. The President shall have the power to fill vacancies by appointment, for the remaining term of office, in the event of resignation or death of an officer or director.
Section C. Removal from Office. The Board of Directors may by a three-fourth (3/4) vote of its entire membership relieve any officer, director, committee chairman, or service coordinator of his duties and appoint a successor at any time when it is determined that such action would be in the best interests of the Association. Failure to respond to official communications from the Association shall be considered sufficient grounds for such removal.
ARTICLE VII - EXECUTIVE DIRECTOR
Section A. The Board of Directors shall appoint an Executive Director to conduct the day-to-day operations of the Association, and to provide continuity through different administrations of elected officers. The Executive Director serves at the pleasure of the Board of Directors and may be removed at any time by a three-fourth (3/4) vote of the entire Board of Directors.
Section B. The Executive Director shall be paid a salary from Association funds as determined by the Board of Directors.
Section C. The Executive Director shall counsel the Board of Directors on all actions considered at meetings and may vote at such meetings in order to break a tie.
Section D. Duties of the Executive Director:
(1) implement the policies of the Board of Directors.
(2) keep a true record of the transactions of the Association and preserve all documents pertaining thereto.
(3) receive all funds paid to the Association, prepare a monthly financial statement; make only expenditures previously approved in the annual budget or otherwise authorized by the Board of Directors, and keep financial records in accordance with accepted accounting practices.
(4) receive all applications for membership, publish information on all new members admitted, and maintain other necessary records on the membership.
(5) make all reports required by law.
(6) attend to all matters relating to the official publication of the Association, except the employment of an editor and editorial policy which is vested in the Board of Directors.
(7) keep a record of, and acknowledge, all gifts and bequests to the Association.
(8) supervise the operation of all exchanges and services offered by the Association to its members.
(9) operate the national headquarters of the Association, render monthly reports on the affairs of the Association to the Board of Directors; have custody of the property of the Association including collections, books, library files and museum inventory, unless such custody is otherwise assigned by the Board of Directors.
(10) prepare the agenda for the Annual Meeting and communicate to the Board all items to be considered at that meeting at least 30 days in advance; call for nominations of officers and directors and conduct elections in accordance with this Constitution.
(11) represent the Association on all matters on a daily basis in the normal operation of its business.
(12) be the direct liaison between the Association and its members, and provide assistance and service to the membership as appropriate.
(13) perform such other duties as may be assigned by the Board of Directors.
ARTICLE VIII - REGIONAL DIRECTORS
Section A. The Board of Directors, acting on the recommendations of the President, may recognize individual members as Regional Directors to represent the Association in geographic areas as follows:
(1) The Mountain States: Colorado, Montana, Nevada, Utah, Wyoming (Region 1).
(2) The Pacific Northwest: Idaho, Oregon, Washington, Alaska (Region 2).
(3) California and Hawaii (Region 3).
(4) The Southwest: Arizona, New Mexico, Texas (Region 4).
(5) The Central Plains: Kansas, Oklahoma, Nebraska, North Dakota, South Dakota (Region 5).
(6) The Midwest: Illinois, Indiana, Iowa, Michigan, Minnesota, Missouri, Ohio, Wisconsin (Region 6).
(7) The Northeast: Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island, Vermont (Region 7).
(8) The East: Delaware, District of Columbia, Maryland, New Jersey, Pennsylvania, West Virginia (Region 8).
(9) The South: Arkansas, Kentucky, North Carolina, South Carolina, Tennessee, Virginia (Region 9).
(10) Southeast and Gulf: Alabama, Florida, Georgia, Louisiana, Mississippi (Region 10).
(11) Other nations (Region 11)
Section B. Duties. Regional Directors serve at the pleasure of the President for renewable two-years terms. Their duties include, but are not limited to:
(1) represent the Association at appropriate events in their region.
(2) serve as membership growth and retention co-chairman for their area.
(3) act as ex-official members of the Board of Directors at Annual Meetings with the right to participate and vote, except Regional Directors may not make or second motions.
(4) perform such other duties as the President may assign.
Section C. Regional Directors may not incur debts or obligations in the name of the Association without prior approval of the Board of Directors.
ARTICLE IX - FORFEITURE OF MEMBERSHIP
Section A. Any member who fails to pay the required dues or any other indebtedness owed the Association, within sixty days after receiving written notice thereof, shall be dropped from membership.
Section B. Any member may be expelled from the Association for cause by a two-thirds (2/3) vote of the entire Board of Directors. In this case, the Executive Director shall make a pro rata refund of the expelled memberís annual dues.
Section C. Reasons for action toward expulsion from membership.
(1) Violation of the Constitution and By-Laws of the Association, committing any unethical act in dealings with other members, unjustly defaming the character of any member, interfering with the legitimate activities of the Association, committing a criminal offense, engaging in conduct prejudicial to the welfare of the Association, or failing to respond to an official communication from the Association on such matters.
(2) Unethical acts and conduct prejudicial to the Association shall include knowingly selling and/or trading altered or counterfeit breweriana, misrepresenting reproductions as originals, and failure to pay just debts owned the Association or its members.
Section D. Procedure for handling complaints within the Association.
(1) Whenever it is charged that any member has engaged in, or is engaging in, acts described in this Article, the Executive Director may initiate an investigation of such acts or practices. The Executive Director shall endeavor to eliminate such practices and reconcile any differences between members arising out of such actions. The member so charged with such action shall be notified in writing of the specific complaint and the complainant, and will have not less than thirty (30) days to respond. If the Executive Director is unable to effect the elimination or reconciliation of the acts or practices complained of, the matter shall be referred to the Board of Directors. All parties to the complaint shall have the right to present their case to the Board, and to present witnesses and affidavits. The Board may dismiss charges, censure, suspend or expel any member charged under this Article.
(2) The Association assumes no responsibility for problems that arise between individual members in their personal dealings including the buying, selling, or trading of breweriana. Only those situations involving multiple complaints against a member, or that seriously jeopardize the Association and the achievement of its objectives, shall be considered under this Article.
ARTICLE X - CHAPTERS AND STUDY GROUPS
Section A. Any group of members with a common interest may form either a Chapter or Study Group. Chapters must be formed along geographic lines, with such area to be approved by the Board of Directors. Study Groups will represent a specific area of interest or collecting.
Section B. Membership in a Chapter or Study Group carries with it an obligation to support the Objectives and Goals of the Association and abide by the Associationís Code of Ethics.
Section C. Specific requirements for the organization and operation of Chapters and Study Groups shall be determined by the Board of Directors.
ARTICLE XI - PARLIAMENTARY PRACTICES
All questions of Order or Procedure with respect to any meeting or action of the Association, its Board of Directors, or any Committee appointed hereunder, shall be determined in accordance with Robertís Rules of Order, Newly Revised, as revised from time to time.
ARTICLE XII - SPECIAL PROVISIONS
Section A. No officer, committee, employee or member of the Association may incur any expense in the name of the Association except with the prior approval and authorization of the Board of Directors.
This does not, however, preclude the Chairman of the Annual Meeting from signing such contracts in advance as may be necessary, provided the Association is protected from indebtedness.
Section B. The Associationís name, identification, or membership list may not be used for any purpose without prior approval of the Board of Directors.
Section C. The official publication of the Association will be known as The American Breweriana Journal, and shall be issued at a frequency set by the Board of Directors. As far as it is possible to do so, this publication shall be the principal means of communication with the membership.
Section D. For record and accounting purposes, the fiscal year of the Association will correspond with the calendar year.
Section E. The National Headquarters of the Association will be located in the city and county of residence of the Executive Director.
Section F. The gift of any book, collectible, or any other item which the Association does not desire for its museum or library may be sold and the proceeds from used for any purpose which supports the objectives and goals of the Association. Donations of cash must be used for the purpose specified by the donor.
Section G. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II and the Articles of Incorporation.
Section H. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
Section I. Notwithstanding any other provisions, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future Internal Revenue Law), or by a corporation, contributions to which are deductible under sections 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Law).
ARTICLE XIII - DISSOLUTION
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIV - AMENDMENTS
Section A. Unless otherwise specified herein, this Constitution may be amended, revised, or superseded at any regular or special meeting of the Board of Directors by the affirmative vote of three-fourths (3/4) of its entire membership, provided the Board of Directors has previously considered the merits of the amendments.
Section B. No amendment shall be put to vote unless written notice thereof, stating the proposed amendment, shall have been delivered to each member of the Board of Directors at least 30 days prior to the meeting at which vote on the proposed amendment is to be taken.
American Breweriana Association, Inc.
1. Any member in good standing who is present at a regular meeting of the Board of Directors may participate in such meeting by joining discussions and voting. They may not make or second motions, but may request the Chairman to call for a motion from the Board on any matter presented at this meeting. This provision can be set aside by a majority vote of the Board of Directors at any of its meetings. (adopted 6-21-83)
2. A reasonable fee will be charged for advertisements in the American Breweriana Journal. Such fees are to be set by the editor in consultation with the Executive Director. (adopted 6-21-83)
3. All funds accruing from interest earned on Association deposits in bank accounts shall be credited to the ABA Museum Fund. (adopted 6-30-84)
4. The Annual Meeting of the Association will be the third week in June of each year. All surplus funds received from Annual Meetings will be placed in the general operating fund. (adopted 6-21-83)
5. Annual Dues of the Association are established as follows: Regular $35, Associate (additional family members residing in the same household as a Regular Member). $6; Members outside the U.S. but residing in North America, $40; Overseas Members, $55 (air mail). All dues payable in U.S. funds only. (adopted 12-28-84, 12-2-88, 6-7-12)
6. The official publication of the Association shall be published six times yearly with the Membership Directory mailed to all members without internet access, or who have made a request, March 1 each year. (adopted 12-31-85, 6-7/12)
7. Editorial compensation for publication of the American Breweriana Journal shall not exceed $1,600 per issue and may be apportioned to provide for an Associate Editor or other staff members. Editor will be given a supplemental payment of $2,000 per year. (adopted 6-19-98, 06-07-12)
8. The Executive Director shall be paid $700 monthly for professional services, and payment of travel expenses and accommodations for attending the Annual Meeting of the Association. The Executive Director shall receive an annual bonus of $2,000. (adopted 6-17-93, 6-19-98, 6-18-99, 6-7-12)
9. The American Breweriana Journal will accept no advertising which promotes raffles, solicits membership in other organizations, or offer incentives or memberships as part of a fund-raising campaign. (adopted 6-17-99)
10. Any member who attains the age of 70 years and who has been a regular, continuous, and active member for at least five years, may be awarded Life Membership by the Board of Directors in recognition of outstanding support of the Association. This designation shall not be automatic, but based on specific criteria, including, but not limited to, participation in annual meetings, support of lending library and exchanges through donations, support of the Growth Awards Program and Museum Fund, volunteer involvement in the Association or other organizations with compatible goals, and such other criteria as the Board of Directors consider appropriate. The payment of all future dues shall be waived for those awarded Life Membership in this Recognition Program. (adopted 6-19-89, 6-17-93)
11. Life Membership shall be granted to all members who complete a platinum pledge to the ABA Museum Fund. These members will also act as an advisory group when sites are being considered for the location of an Association museum. The Board of Directors will seek the opinion of those who complete platinum pledges before any monies are allocated from the Museum Fund for other than necessary administrative expenses. (adopted 6-17-93, 6-17-99)
12. The Annual Meeting shall not be used as a fund-raising venture for the Association, an individual, chapter, or other organization. No solicitation for donations, raffles, or similar activities will be permitted. A single ABA-sponsored raffle of gifts donated by members and friends will be allowed. This provision does not apply to buying and selling between members, to benefit individuals or other groups, at the public show held during the Annual Meeting. (adopted 2-18-00)
13. When less than two Colorado residents are elected to the Board of Directors, the president shall appoint interim directors from those past presidents who are Colorado residents. The appointment will be for renewable two-years terms, or whenever a Colorado resident is elected to the Board of Directors, whichever comes first. If past presidents are unable to accept appointments, the president may appoint any former officer or directors who is a resident of Colorado as an interim director to meet the state laws of Colorado pertaining to non-profits. If the Executive Director is a resident of Colorado, the requirement for an officer and the Registered Agent of Colorado is met. (adopted 06-20-02)
14. The Potosi Brewery Foundation shall have one representative on the Board of Directors of the American Breweriana Association. A member of the Association shall be selected to serve on the Board of Directors of the Potosi Brewery Foundation. (adopted 06-16-05).
15. A vote of two-thirds (2/3) of the entire Board of Directors shall be required to amend or revise these By-Laws.