By-Laws of the NYSBA

A NOT-FOR-PROFIT CORPORATION
INCORPORATED UNDER THE LAWS OF
THE STATE OF NEW YORK
(Applied For & Pending)

TABLE OF CONTENTS

Article I Name, Mission, Business Address
1. Name
2. Definition of Brewery
3. Mission, Goals & Objectives
4. Office

Article II Membership
1. Qualification for Membership
2. Craft Brewery Member
3. Regional Brewery Member
4. Associate Member/Allied Member
5. Retailer, Distributor & Wholesaler Member
6. Enthusiast & Club Member
7. Festival Membership
8. Dues & Honorary Membership
9. Addressing Board of Directors
10. Membership Feedback/Input

Article III Meetings of the Membership
1. Membership Meetings
2. Quorum
3. Voting
4. Order of Business
5. Agendas
6. Time Limit

Article IV Board of Directors
1. Governing Body
2. Election and term of the Directors
3. Past Presidents
4. Honorary Director
5. Qualifications of Directors
6. Term of Office
7. Removal of Directors
8. Duties of the Board of Directors
9. Order of Business
10. Meetings
11. Executive Committee Meetings
12. Special Meetings
13. Quorum of Directors
14. Voting

Article V Officers
1. Officer Positions
2. Term of Office
3. Qualifications of Officers
4. President
5. Vice-President
6. Treasurer
7. Secretary

Article VI Annual Election of Officers and Directors
1. Nomination
2. Procedure

Article VII Committees and Task Groups
1. Executive Committee
2. Committees and Task Groups Composition
3. Nominating Committee
4. By-Laws Committee
5. Government Affairs Committee
6. Investment Committee
7. Program Committee
8. Membership Committee
9. Marketing Committee
10. Task Groups

Article VIII Association Funds
1. Accounts
2. General Funds
3. Educational & Investment Mutual Funds
4. Endowment Fund

Article IX By-Laws
1. Amendments
2. Interpretation
3. Implementation

Article X Indemnification

NEW YORK STATE BREWERS ASSOCIATION BY-LAWS

ARTICLE I. NAME, MISSION, BUSINESS ADDRESS

Section 1. Name
The name of the organization shall be the New York State Brewers Association which is a part of the corporation known as the New York State Brewers Association, Inc., a not-for-profit corporation organized under the laws of the State of New York.

Section 2. Definition of Brewery
For purposes of these By-Laws, a brewery is any person, firm, corporation or group thereof under common or related ownership which has a New York State Brewers License and manufactures and sells beer to the general public, distributor, retailer, wholesaler or any segment thereof.

Section 3. Mission, Goals & Objectives
The mission and purposes for which the New York State Brewers Association is formed are to protect, promote, represent and educate its members and customers of the brewing industry.

The goals and objectives for which the Association is formed are:

• To Promote Awareness and Defend the Vital Interests of the New York State Brewing Industry
• To Grow and Maintain Membership
• Create Brewery Unity
• Avoid Market Pricing
• To Promote Active Participation through the Development and Delivery of Educational Programs, Events, and Services
• To Increase Sales through Association Advertising and Marketing
• To Utilize the Strength of the Association for purchases
• Create a Unified Legislative Front to Increase Aggressive and Proactive Lobbying and Advocacy Specific to Our Industry
• To Encourage Purchasing Locally

The goals may be modified or amended by direction from the Board of Directors.

Section 4. Office
The principle office of the corporation shall be in the Town of Cazenovia, County of Madison, and State of New York. The corporation may also have office at such other places within or outside of this state as the Board may from time to time determine or the business of the corporation may require.

ARTICLE II. MEMBERSHIP

Section 1. Qualification for Membership
A person 21 years or older.

Section 2. Craft Brewery Member
Any person, firm, or corporation owning a micro-brewery or brewpub company in New York State, with its annual beer production of less than 15,000 Barrels and is of good reputation and known to be operating in conformity with good business practices and all codes and enforcement regulations of the local government, is eligible for Craft Brewery Membership in the Association. Craft Brewery Members may vote on Association matters. For purposes of the business of the Association, each Craft Brewery Member shall designate one person as its representative.

Section 3. Regional Brewery Member
Any person, firm, or corporation owning a micro-brewery or brewpub company in New York State, with its annual beer production of more than 15,000 Barrels and is of good reputation and known to be operating in conformity with good business practices and all codes and enforcement regulations of the local government, is eligible for Regional Brewery Membership in the Association. Regional Brewery Members may vote on Association matters. For purposes of the business of the Association, each Regional Brewery Member shall designate one person as its representative.

Section 4. Associate Member/Allied Member
Any person, firm, or corporation servicing or having serviced the brewing industry but not operating as a micro-brewery or brewpub company shall be admitted as an Association Member. For purposes of the business of the Association, each Associate Member shall designate one person as its representative. Associate Members do not have general voting privileges on general Association matters unless they are a member of the Board of Director.

Section 5. Retailer, Distributor & Wholesale Member
Any person, firm, or corporation selling micro brewed beer but not operating as a micro-brewery or brewpub company shall be admitted as an RD&W Member. For purposes of the business of the Association, each RD&W Member shall designate one person as its representative. RD&W Members do not have voting privileges on general Association matters unless they are Board of Director members.

Section 6. Enthusiast & Club Member
Any home brewer person or beer enthusiast may become an Enthusiast Member and any home brewing club can become Club Member. For purposes of the business of the Association, each Club Member shall designate one person as its representative. Both Enthusiast and Club Members do not have voting privileges on general Association matters.

Section 7. Festival Member
Any Festival designed for the promotion and tasting of New York State manufactured beers may become a Festival Member of the Association. The annual dues for a Festival Membership are a combination of an annual fee plus a festival participation fee. For purposes of the business of the Association, each Festival Member shall designate one person as its representative. Festival Members do not have voting privileges on general Association matters.

Section 8. Dues & Honorary Members
The annual dues for members of the Association shall be in such amount and payable upon such terms as provided by the Board of Directors of the New York State Brewers Association. Honorary members will be voted on by the Board and do not have voting privileges on general Association matters.

Section 9. Addressing Board of Directors
Upon notification to the President and based on the President’s discretion, any member in good standing can address the Board of Directors regarding general Association matters, business and/or concerns.

Section 10. Membership Feedback/Input
At the annual Membership meeting, the Board of Directors shall survey the membership in order to gain input, feedback and/or recommendations. A formal Membership survey/questionnaire shall be distributed and conducted at a minimum every two (2) years.

ARTICLE III. MEETINGS OF THE MEMBERS

Section 1. Membership Meetings
Two (2) General Membership Meetings will be held annually. Meetings will be held around two major NYSBG sanctioned festivals specified by the Board of Directors at least thirty (30) days prior to the designated meetings. The President shall provide a State of the Association address at the Membership Meetings upon such date as the Board of Directors shall determine.

Section 2. Quorum
At all Membership Meetings of the Association, fifty (50) percent (%) plus one member shall constitute a quorum on general voting maters. When there is not a quorum, Association business requiring a vote by the Brewery Membership will be tabled until the next Membership Meeting or sent to the Board of Directors to determine method of voting by the members.

Section 3. Voting
All voting by the Craft and Regional Brewery Members on general Association matters shall be in person or by proxy, or by e-mail ballot as prescribed by the By-Laws or as designated by the Board of Directors. Only Craft and Regional Brewery Members in good standing shall vote on general Association matters.

Section 4. Order of Business
The order of business at all meetings of the members shall be as provided by the Board of Directors. Where no order is so provided and when not otherwise expressly provided for in the By-Laws, meetings shall be governed by Robert’s Rules of Order.

Section 5. Agendas
Agendas for Membership Meetings shall be e-mailed to all members in good standing not less than seven (7) days before each meeting.

Section 6. Time Limits
At all meetings of the Association, no member shall speak for more than five (5) minutes at a time, except as provided in the order of the day or by a majority vote of the members present. Meetings shall be held for a maximum of two (2) hours unless otherwise stated in advance.

Associate/Allied Members, at the discretion of the Association President, can make arrangements to address the General Membership at Membership Meetings regarding products and services related to the brewing industry.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Governing Body
The governing body of the Association shall be its Board of Directors, which is composed of six (6) Craft Brewing Members, one (1) Regional Brewing Member, two (2) Associate/Allied Members and two (2) Retailer, Distributor & Wholesaler Members elected at large by the Board of Directors.

Section 2. Election & Term of Directors
Four elected officers will preside over the Association. The elected positions are: President, Vice President, Secretary and Treasurer. Annually, there shall be elected that number of Directors as shall be necessary to fill vacancies and elect or re-elect Directors to a term not less than two years. The Nominating Committee shall provide the slate of nominees to the Board of Directors at the annual November Board of Directors Meeting.

Section 3. Past Presidents
A Past President shall be any person who has been duly elected, served, and completed a full term as President of the Association. A Past President shall be a member of the Board of Directors and fulfill all the duties and responsibilities of a Director.

Section 4. Honorary Director
The Board of Directors may from time to time designate certain individuals as “Honorary Directors.” An Honorary Director must have completed two (2), two (2) year terms as a regular Board of Directors Member. Honorary Directors shall be appointed for a two (2) year term. The Board of Directors shall determine additional terms.

Such individuals shall not be entitled to vote but shall have such privileges as the Board of Directors may from time to time grant. The Board of Directors may at any time with or without cause revoke a title or designation given to any such individual.

Section 5. Qualifications of Directors
No person shall be eligible to be elected as a Director or Honorary Director of the Association unless he/she is a member or a designee of a member in good standing in the Association.

Section 6. Term of Office
The term of office for the officers and Board members will be a minimum of two (2) years. A Board member may resign after the first full year. Officers and Directors terms of office will be based on a calendar year and new Officers and Directors will be announced in December.

Advisory Members may be appointed to the Board by the President and elected in by the Board Members for a one (1) year term. Advisory Board Members do not have voting authority.

Section 7. Removal of Directors
Any Director may be removed from office for good cause upon the written affirmative vote of two-thirds of the voting Board of Directors. Good cause shall include, but not be limited to, failure to meet the qualifications of being a Director, failure of the Director to perform and comply with established Board policies or commission of any act detrimental to the reputation or not in the best interests of the Association. Upon removal of any Director, his/her office shall become vacant until a successor is appointed by the Board of Directors or elected by the members at a special meeting or Annual Meeting to serve the remaining portion of the term.

Section 8. Duties of the Board of Directors
The Board of Directors shall be charged with the duty to further the mission, goals and objectives of the Association in conjunction with maintaining and furthering the mission and purposes of the Association. The Board shall exercise general control and supervision over the activities of the Association, its committees and task groups.

Section 9. Order of Business
The order of business at all meetings of the Board shall be as provided by the Board of Directors. Where no order is so provided and when not otherwise expressly provided for in the By-Laws, meetings shall be governed by the current edition of Robert's Rules of Order.

Section 10. Meetings
The Board of Directors will conduct meetings on a monthly basis. The Board will meet via conference call or any other Board approved medium on eight (8) first Monday’s of the months as determined by the Board of Directors. The meeting time will be at 4:30pm or otherwise determined by the Board. The Board will provide an annual schedule of monthly meetings at the start of the calendar year beginning January of each said year. Two annual general Association meetings, determined by the Board Directors, will require mandatory attendance. The Association President will determine excused absences.

Section 11. Executive Committee Meetings
The Executive Committee shall meet as necessary or as determined by the President or the Board of Directors. Executive Committee members must be notified fourteen (14) days in advance of any called Executive Committee Meeting.

Section 12. Special Meetings
Special meetings will be held as determined by the Board of Directors. A special meeting may be called by the President or at the request of at least four (4) Board members. Board Members must receive written notice fourteen (14) days prior to any called Special Meeting.

Section 13. Quorum of Directors
For purposes of transaction of business of the Board, a quorum shall consist of nine (9) Directors qualified to vote.

Section 14. Voting
Each Director shall have one vote. Past Presidents must participate in six (6) of eight (8) Board meetings to be eligible to vote. Past Presidents are allowed to vote, however, if all attend a meeting and vote in like manner, their votes could not exceed 49% of the total vote on any matter.

ARTICLE V. OFFICERS

Section 1. Officer Positions
The Officers of the Association shall be the President, Vice President, Secretary and Treasurer.

Section 2. Term of Office
The term of office for each Officer is two (2) years and shall commence on the first of the calendar year.

Progression Option: After a two (2) year term, the President shall step down and the Vice President moves to the position of President. The Secretary moves to the position of Vice President and the Treasurer moves to the position of Secretary. The Nominating Committee, or Board of Directors if no Nominating Committee exists, shall nominate and elect a new Treasurer with a majority vote.

It is at the discretion of the Board of Directors whether to enforce Officers’ progression requirements or to override by a quorum majority vote.

Section 3. Qualifications of Officers
All Officers must be in good standing and reputation in the Association and within the Community-at-large. Directors must minimally complete one (1), two (2) year term as a Board member in order to qualify for an Officer position.

Section 4. President
The President shall preside at all meetings of the Association and the Board of Directors. The President shall also perform the usual and customary duties of President. It shall be the duty of the President to inform the Board of Directors if he/she is unable to attend any Association or Board meeting.

Section 5. Vice President
The Vice President shall perform the duties of the President during his/her absence or inability to act. The Vice President shall perform such other duties as the Board of Directors or the President may request. The Vice President is the President-Elect.

Section 6. Treasurer
The Treasurer shall have custody of the Association’s funds, which shall be kept in bank accounts approved by the Board of Directors and shall keep accurate records of receipts and disbursements of funds.

Section 7. Secretary
The Secretary shall keep accurate records of Board meetings through Agenda Outlines and Meeting Minutes and any other written proceedings. The Secretary shall also inform the Board of Directors and the General Members of any and all meetings.

ARTICLE VI. ANNUAL ELECTION OF OFFICERS AND DIRECTORS

Section 1. Nominations
Annually, the Nominations Committee shall seek nominations of qualified members for election as Directors and shall seek nominations of qualified Directors for election as Officers in accordance with Article V. For their input and recommendations, a notice of vacancies for Officers and Board of Directors shall be sent to the General Membership by September 01.

The Nominating Committee shall provide to the Board of Directors at the October Board meeting the slate of Officers and Directors with a brief biography of each nominee. The Board shall elect the Officers and submit its recommendation regarding the nominees for positions as a Director. The elected Officers and slate of recommended Directors with a brief biography shall be presented to the Board in advance of the December Board Meeting. As vacancies occur within a term of office, the President shall reconvene the Nominating Committee. The Nominating Committee shall provide nominees to the Board of Directors for their selection at a designated Board of Directors meeting. New appointees shall serve out the length of the vacant term and until his/her successor is elected or appointed and qualified.

Section 2. Procedure
The Board of Directors shall elect officers every two years or as deemed necessary due to a vacancy of an officers seat. The Nominating Committee shall present the recommended slate of Officers and Directors to the Board at the October Board meeting. Nominees are interviewed at the November Board of Directors meeting. Voting on the slate of Officers and recommendations for the election of Directors shall be in person or by proxy at the December Board meeting, or at such time as designated by the Board of Directors.

Directors shall be elected every two years by the Board of Directors at the December Meeting. A list of nominees as recommended by the Board of Directors shall be mailed to all members in good standing not later than thirty (30) days prior to the December Board of Directors Meeting. Results of the election shall be announced in January to the General Membership.

ARTICLE VII. COMMITTEES AND TASK GROUPS

Section 1. Executive Committee
There shall be an Executive Committee consisting of the President, Vice President, Secretary and Treasurer, and one (1) current Board member and one (1) past President as designated by the President. Except as may be otherwise prohibited by law, or as determined by the Board of Directors, the Executive Committee shall have and exercise the full authority of the Board of Directors in the management of the Association in the following instances:

When expressly granted such authority by the Board of Directors.
When the President of the Association determines that an emergency exists which requires prompt action and the Board of Directors is not in session, and it would be impractical to call a special meeting of the Board.

Section 2. Committees and Task Groups Composition
Unless otherwise stated,
(a) A member of the Board of Directors leads each
Committee or Task Group.
(b) Committee members are made up of General Membership.
(c) Committee members are appointed as determined by the President with input from the Officers and the Board of Directors.
(d) Upon approval of the Board of Directors, Committees may
solicit input or consultation by a professional advisor.
(e) The President is an ex-officio member of all committees and task groups, and Chairs the Executive Committee.
(f) The slate of committees and their respective members is approved by the Board of Directors.

Section 3. Nominating Committee
The Nominating Committee shall be composed of a minimum of five (5) members - the current President, immediate Past President, and any and all Past Presidents. The immediate Past President Chairs the Nominating Committee. The first meeting of the Nominating Committee must be held in August prior to or immediately after the August Board of Directors meeting.

Section 4. By-Laws Committee
The By-Laws Committee shall be composed of three (3) to five (5) Board of Directors as designated by the Board President. The Committee shall convene annually to review Association By-Laws or when deemed necessary by the Board. Changes in By-Laws will be voted on by the Board of Directors and sent to the Guild membership.

Section 5. Government Affairs Committee
The Government Affairs Committee shall be responsible for reviewing all matters relating to legislation and government affairs at all levels - local, State, National - and matters pertaining to the State and National Brewers Association. It shall make recommendations to the Board regarding Association positions in such matters. It shall develop Association positions, subject to approval by the New York State Brewers Association, and it shall perform such other duties as the President, with approval of the Board, may direct.

The Association’s Political Liaison shall be a member of the Government Affairs Committee. The Political Liaison works closely with Albany on statewide issues, coordinates an annual legislator’s luncheon, attends Community political functions, is responsible for updates to the Board of Directors on pending legislation, and provides announcements to the General Membership regarding legislative issues.
The Association President shall appoint a current or past Board member to the position of Political Liaison. The minimum term of Political Liaison is two (2) years with subsequent terms at the discretion of the President and the Board.

Section 6. Investment Committee
The Investment Committee shall be responsible for coordinating, overseeing, and studying and making recommendations for the investment of the Association’s monies and shall perform such other duties as the President, with approval of the Board, may direct.

Section 7. Program Committee
The Program Committee shall be responsible for coordinating programs and events provided for the General Membership. Programs and events include, and are not limited to, festivals, dinner meetings, special functions, and educational seminars.

From time to time and as necessary, subcommittees shall be designated/formed by the Program Committee Chair upon the approval of the Board of Directors.

Section 8. Membership Committee
The Membership Committee shall be responsible for surveying the General Membership for the Association. The Membership shall be surveyed periodically in order to gain input, feedback and/or recommendations.

Section 9. Marketing Committee
The Marketing Committee shall be responsible for creating and implementing a program for advertising and marketing. All programs for advertising and marketing must be presented to and approved by the Association’s Board of Directors.

Section 10. Task Groups
The President, in consultation with the Board of Directors, may appoint such Task Groups, as he/she deems appropriate to consider and make recommendations regarding various aspects of the business of the Association. Each Task Group shall be selected from the members of the Association and shall have the responsibilities as assigned to it by the President or the Board of Directors. Such Task Groups shall make reports to the Board of Directors.

Task Groups shall be in existence for a period of time as shall be determined by the President or the Board of Directors, after which period it shall be dissolved unless otherwise extended by the President with the approval of the Board of Directors.

ARTICLE VIII. ASSOCIATION FUNDS

Section 1. Accounts
The Association has bank/investment accounts that are used for operating costs, marketing costs, and to protect assets and for any other use deemed prudent by the Board of Directors for the betterment of the New York State Brewers Association.

Section 2. General Funds
General funds are used for day-to-day expenditures and disbursements must be requested through the Treasurer of the New York State Brewers Association.

Section 3. Educational and Investment Mutual Fund
The Educational and Investment Mutual fund provides educational benefits for the General Membership and scholarships for area college students.

Section 4. Endowment Fund
The Endowment Fund provides educational benefits for the local Community. The principal is protected and the interest and appreciation shall be used for said purposes.

ARTICLE IX. BY-LAWS

Section 1. Amendments
By-Laws may be amended by a majority of Brewery Members in attendance at a bi-annual Membership Meeting, provided notice was given at least thirty (30) days in advance of the meeting, or by a majority of mail ballots cast by Brewery Members. Brewery Members may vote through their representative or duly appointed proxy.

An amendment will pass with a majority affirmative vote of members returning written ballots by the stated deadline or a majority affirmative vote of Brewery Members present at a membership meeting.

Mail ballots must be sent to Brewery Members two (2) weeks in advance of a deadline date. The Board may authorize mail ballots in accordance with Board policy.

Section 2. Interpretation
The Board of Directors' reasonable interpretation of the bylaws shall be considered the correct interpretation when reached by majority vote.

Section 3. Implementation
These bylaws shall become effective immediately upon adoption.
By-Laws approved January 01, 2005.

ARTICLE X. INDEMNIFICATION

Subject to conditions and qualifications set forth in the Not-for-Profit Corporation Law of the State of New York, the corporation shall indemnify any person made a party to an action by or in the right of the corporation, against the expenses, including attorneys’ fees actually and necessarily incurred by him or her in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such person is adjudged to have breached his duty to the corporation, as such duty is defined in Section 717 of New York Not-for-Profit Corporation Law.

Subject to the conditions and qualifications set forth in the New York Not-for-Profit Corporation Law, the corporation may also indemnify any director or officer, or member of the Advisory Board of the corporation made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation, domestic or foreign, which he or she served in any capacity at the request of the corporation, against judgment, fines, amounts paid in settlement and expenses, including attorney’s fees, actually and necessarily incurred as a result of such action of proceeding, if such person acted in good faith for a purpose for which he or she believed was in the best interest of the corporation, and also in criminal actions or proceedings if he or she had no reasonable cause to believe that his or her conduct was unlawful.

The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not in itself create presumption that any such person did not act in good faith, for a purpose itself create a presumption that any such person did not act in good faith, for a purpose which he of she reasonably believed to be in the best interest of the corporation or that he or she had a reasonable cause to believe that his or her conduct was unlawful.

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