An Idaho Non-Profit Corporation
Article 1. Offices
Section 1. Principal Office.
The principal office of the North American Brewers Association, an Idaho non-profit corporation (herein referred to as the “Corporation”) shall be located at 601 West 19th Street, Idaho Falls, Idaho, 83402. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Section 2. Registered Office.
The registered office of the Corporation that will be maintained in the State of Idaho shall be located at 601 West 19th Street, Idaho Falls, Idaho, 83402 and may be changed from time to time by the Board of Directors.
Article II. Members
Section 1. Admission to Membership.
Any person shall be admitted as a member of the Corporation upon making a pledge to pay or making payment of sums to support the work of the Corporation. Each persons membership shall expire on the first anniversary of such personas admission to membership unless on or before that date such person had paid his/her pledge or made payments to support the work of the Corporation for the calendar year in which such membership expires. Conditions of the membership and procedures for the suspension or termination of a membership by the Corporation may be established from time to time by the Board of Directors.
Section 2. Classes of Members and Voting.
The Corporation shall have one class of members for voting. Each member, provided s/he is listed as a member, shall be entitled to vote on each matter submitted to a vote of the members.
Article III. Meetings
Section 1. Annual Meetings.
An annual meeting of the members shall be held during the month of July with the exact date, time, and place of meeting to be established by the Board of Directors or on the request of not fewer than one-tenth (1/10) of the members of the Corporation.
Section 2. Special Meetings.
Special meetings of the members may be called by the Board of Directors or on the request of not fewer than one-tenth (1/10) of the members of the Corporation.
Section 3. Place of Meetings.
The Board of Directors may designate any place, either within or without the State of Idaho, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be the principal office of the Corporation in the State of Idaho.
Section 4. Notice of Meetings.
It shall not be necessary for notice of annual meetings to be given to each member entitled to vote at such meeting. The Secretary, the President or members of the Board of Directors shall endeavor to give notice to as many members as reasonably practicable by any one or a combination of the following: (1) word-of-mouth; (2) posting notice at the principal office and in one or more public places in the City of Idaho; or (3) publication in a beer publication of general circulation. If any notice is mailed to members, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on records of the Corporation or such other last known address of which the Corporation may have notice with postage prepaid.
Section 5. Waiver of Notice.
Whenever any notice is required to be given to any member under provisions of the Idaho Non-profit Corporation Act as set forth in Title 20, Chapter 3 (Idaho Code Section 30-3-1 et seq. the “Act”) the Articles of Incorporation of the Corporation (the “articles) or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice and filed with the minutes of the Corporate records, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 6. Quorum and Voting Requirements.
One-tenth (1/10) of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of the members. The members present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the Act, the Articles, or the Bylaws.
Section 7. Proxies.
There shall be no proxies.
Section 8. Action by Members Without a Meeting.
Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the members and may be stated as such in any articles or documents filed with the Idaho Secretary of State under the Act.
Article IV. Board of Directors
Section 1. General Powers and Standard of Care.
All corporate powers shall be exercised by or under authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may by otherwise provided in the Act or the Articles. If any such provision is made in the Articles, the powers and duties conferred or imposed upon the Board of Directors by the Act shall be exercised or performed to such extent and by such person or persons as shall be provided in the Articles.
A Director shall perform such Directors duties, including such duties as a member of any committee of the Board in good faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such Directors duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
¥ One (1) or more offices or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
¥ Counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within such persons professional or expert competence; or
¥ A committee of the Board upon which such Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence, but such Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.
A person who so performs such duties shall have no liability by reason of being or having been a Director of the Corporation.
Section 2. Number, Election, and Qualifications of Directors.
The Board of Directors shall consist of not fewer than three (3) nor more than twenty-one (21) members who shall each serve for a term of three (3) years. The Board of Directors shall serve staggered terms. The Board of Directors shall automatically include the President of the Corporation. The number of Directors serving on the Board of Directors may be decreased from time to time by resolution adopted at a regular or special meeting of the Board of Directors. The names and addresses of the members of the first Board of Directors have been stated in the Articles. Such persons shall hold office until the first annual meeting, and until their successors shall have been elected and qualified. Each Director shall hold office for the term for which such Director is appointed and until such Director’s successor shall have been appointed. There shall be no limit on the number of terms a Director may serve. Each Director shall hold office until the end of the term or until a successor shall be elected and qualified.
Directors shall be elected when necessary at the annual meeting of the membership by a majority vote of the voting members present. Nominations and qualifications submitted in writing to the corporate secretary not less than five (5) days in advance of such annual meeting shall be prepared and made available to the members of such meeting. Nominations shall also be permitted from the floor at the meeting. Directors must be members of the Corporation.
Section 3. Chair and Vice-Chair.
The Board of Directors shall at each annual meeting of the board, following the annual meeting of the members, elect a Chair and a Vice-Chair of the Board. The Chair, and Vice-Chair in the absence of the Chair, shall preside over the meetings of the Board. The Chair shall also appoint committee heads for the standing committees of the Board.
Section 4. Vacancies.
Any vacancy occurring on the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors, though not less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next regular election of Directors.
Section 5. Removal of Directors.
Any Director may be removed from office for cause by a two thirds (2/3) majority vote of the total number of Directors. A Director may be removed from office after two (2) unexcused absences from any Board meeting within any twelve (12) month period.
Section 6. Committees.
The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate committees which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation to the full extent permitted under the Act. Each such committee shall consist of at least three (3) or more Directors. The designation of such committees and the delegation thereto of the authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or such Director by law.
Nothing in this bylaw shall be deemed to prohibit the Board of Directors from establishing committees, some or all of whose members may be non-Directors, provided that such non-director committee members shall not exercise committee voting rights and shall be advisory to such committees and by this limitation, each committee may exercise any of the powers of the Board of Directors notwithstanding the inclusion of non-director committee members. Therefore, any committee member (including an officer/committee member) who is not a Director of the Corporation, shall act only in an advisory capacity and shall have no committee voting rights.
There shall be as standing committees of the Board of Directors of the Corporation the following committees:
¥ Executive Committee
¥ Operations and Finance Committee
¥ Leadership Committee
¥ Charitable Liaison Committee
These standing committees shall consist of a minimum of three (3) Board members.
Section 7. Directors and Committee Meetings.
Meetings of the Board of Directors, regular, special, or meetings of any committee designated thereby, may be held either within or without the State of Idaho. Unless otherwise specified in this section or in the notice for such meeting, all meetings shall be held at the principal office of the Corporation.
Except as otherwise provided in this Section, special meetings of the Board of Directors or any committee designated thereby may be called by or at the request of the President, any Director or the Chair of the committee, as applicable, upon written, verbal, telephonic, facsimile, or e-mail notice thereof to all other Directors and other committee members, if applicable, given at least two (2) days before the meeting. Regular meetings of the Board of Directors shall be held, without other notice than this bylaw, at least quarterly at the principal office of the Corporation or at such location as may from time to time be designated as the location for such meetings. The regular quarterly meetings of the Board of Directors shall be held on such date as may be from time to time specified by resolution of the Board of Directors.
Any meeting of the Directors to remove a Director or to approve a matter that would require approval of the members, shall not be valid unless each Director is given at least seven (7) days written notice that the matter will be voted on at the Directors’ meeting.
Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such Committee by conferencing telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and the participation by such means shall constitute presence in person at a meeting.
The attendance at or participation of a Director or committee member in any meeting shall constitute a waiver of notice of such meeting, except where a Director attends or participates for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need be specified in the notice or waiver of notice of such meeting.
Section 8. Open Meetings.
It is the intent of the Corporation to conduct its business in open sessions whenever possible.
Section 9. Waiver of Notice.
Whenever any notice is required to be given to any Director or committee member under the provisions of the Act, the Articles, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice and filed with the minutes or the corporate records, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 10. Quorum and Voting Requirements.
A majority of the number of Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The act of the majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. Once a quorum is established, it shall remain for the duration of the meeting, notwithstanding the fact that Directors may leave the meeting prior to adjournment and thereby leave less than a quorum present to transact business. A majority of the number of committee members fixed and appointed by the Board of Directors shall constitute a quorum for the transaction of business at a meeting of such committee. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.
Section 11. Action Without a Meeting.
Any action required by the Act to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the actions so take, shall be signed by all the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote, and shall take effect upon the execution of the action by the last Director.
Section 12. Director Conflicts of Interest.
No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are Directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or because such Director’s or Directors’ votes are counted for such purposes if:
(a) The material facts of such transaction, relationship, or interest are disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote of consent sufficient for such action without counting the vote or consent of such interested Director(s); or
(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent, in which vote or consent such interested Director(s) may participate to the extent that they are also members; or
(c) The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and finally disclosed or known to the Corporation.
If the majority of the Directors then in office who have no interest in the contract or transaction vote to authorize, approve, or ratify the contract or transaction, a quorum is present for purposes of this bylaw.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.
Section 13. Liability of Directors for Wrongful Distribution of Assets.
In addition to any other liabilities imposed by law upon the Directors of the Corporation, the Directors who vote for or assent to any distribution of assets other than in payment of its debts, when the Corporation is insolvent or when such distribution would render the Corporation insolvent or during the liquidation of the Corporation without the payment and discharge of making adequate provisions for all known debts, obligations, and liabilities of the Corporation, shall be jointly and severally liable to the Corporation for the value of such assets which are thus distributed to the extent that such debts, obligations, and liabilities of the Corporation are not thereafter paid and discharged.
A Director shall not be liable under this Section if, in the exercise of ordinary care, such Director relied and acted in good faith upon written financial statements of the Corporation represented to such Director to be correct by the President or by the officer of the Corporation having charge of its books and accounts, or certified by an independent licensed or certified public accountant or firms of such accountants fairly to reflect the financial condition of the Corporation, nor shall such Director be so liable, if in the exercise of ordinary care and good faith in determining the amount available for such distribution, such Director considered the assets to be of their book value.
A Director shall not be liable under this Section if, in the exercise of ordinary care, such Director acted in good faith and in reliance upon the written opinion of the attorney for the Corporation.
A Director against whom a claim shall be asserted under this Section and who shall be liable thereon shall be entitled to contribution from persons who accepted or received such distribution knowing such distribution to have been made in violation of this Section in proportion to the amounts received by them respectively.
Article V. Officers
Section 1. Number and Title.
The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a secretary, and a treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect one or more assistant secretaries or one or more assistant treasurers as it may be felt desirable. Any two or more offices may be held by the same person, except the office of President and the office of Secretary.
Section 2. Election and Term of Office.
The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors to serve a two (2) year term. If the election of officers shall not be held at such meeting, such election shall be held as soon as possible. Each officer shall hold office until a successor shall be duly elected and qualified.
Section 3. Removal.
Any officer or agent may be removed by an affirmative vote of two-thirds (2/3) of the Board of Directors. Removal of an officer may be with or without cause whenever, in its judgment, the best interests of the Corporation would be served thereby. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by appointment by the Board of Directors for the unexpired portion of the term.
Section 5. President.
The President shall be a voting member of the Board of Directors and shall attend all meetings of the Board. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deed, mortgage, bond, contract, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to the Board of Directors or by these Bylaws to some other officer or agent of the Corporation. In general s/he shall perform all duties incident to the office of President and such other duties which shall be prescribed by the Board of Directors from time to time. The President shall serve as an ex-officio member of all corporate committees. S/he shall have the general direction over the operations of the Corporation and shall be its official representative. S/he shall comply with Board policies and shall submit to the Board of Directors such reports, analyses, statistics, plans, and other information as may be required from time to time.
Section 6. Vice-President.
The Board may establish one or more Vice-Presidents as officers of the Corporation. In the absence of the President or in the event of the president’s death, inability or refusal to act, the Vice-President (or in the event there shall be more than one Vice-President, the Vice-Presidents in order of their election) 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. Any Vice-President shall perform other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7. Secretary.
The Secretary shall keep the permanent minutes of the meetings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, by custodian of the corporate records and corporate seal, keep a register of the names and post office addresses of each corporate member, and in general perform all duties assigned by the President or the Board of Directors. The functions of the Secretary may be combined with those of the Treasurer.
Section 8. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of he Corporation. The Treasurer shall assure that the bookkeeper receive and give receipts of money due and payable to the Corporation from any source whatsoever and deposit all monies in the name of the Corporation in such bank or other financial institution as shall be selected by the Board of Directors and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer and President shall, with the appropriate standing committee, prepare an annual operating budget showing income and expenses to be presented to the Board for approval at the annual regular meeting of the Board of Directors. The functions of the Treasurer may be combined with those of the Secretary.
Section 9. Salaries.
The salaries of the officers shall be determined from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a Director of the Corporation.
Article VI. Staff
Section 1. Employees.
The Board of Directors shall employ the President and shall authorize the employment of other employees as are needed to carry out the purposes of the Corporation. The President shall elect the other employees who shall be hired by the President after ratification or election, whichever may be appropriate, of the president’s selections by the Board of Directors. Salary, wages, and other terms of employment shall be set by the Board of Directors who may enter into contracts of employment with such employees on behalf of the Corporation. Absent any other language, these Bylaws do not create any contract rights for any employee.
Section 2. Other Staff.
All other staff are hired by the President and are accountable to him/her. The Board of Directors shall maintain a high level of concern for all employees, and shall review the personnel policy regularly.
Article VII. Financial Records and Reports
Section 1. Financial Records.
The Corporation shall maintain current, true, and accurate financial records with full and complete entries made with respect to all financial transactions of the Corporation, including all income and expenditures in accordance with generally accepted accounting practices.
Section 2. Financial Reports.
Based on the foregoing records, the Board of Directors shall annually have prepared or approved the report of the financial activity of the Corporation for the preceding year, which report shall conform to the accounting standards promulgated by the American Institute of Certified Public Accountants, including a statement of support, revenue and expenses, and changes in fund balances, and a statement of functional expenses and balance sheets for all funds.
Section 3. Audit.
The financial books and records of the Corporation shall be audited periodically by a certified public accountant.
Section 4. Inspection of Books.
The records, books, and annual reports of the financial activity of the Corporation shall be kept at the principal office of the Corporation for at least seven (7) years after the closing of each fiscal year, and shall be available to the members for inspection and copying thereof, during normal business hours. The Corporation may charge for reasonable expenses for preparing copies of such records and reports.
Article VIII. Miscellaneous
Section 1. Indemnification.
The Corporation may in accordance with Section 30-3-88 of the Act, indemnify any Director, officer, or former Director or officer, or employee of the Corporation against expenses actually and reasonably incurred by that Director, officer, or former Director or officer in connection with the defense of any action, suit, or proceeding, civil or criminal, in which that individual is made a party by reason of being or having been a Director or officer, except in relation to matters as to which that individual is judged in such action, suit or proceeding to be liable for willful misconduct in the performance of such person’s duty to the Corporation.
Section 2. Depositories.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan associations, trust companies, or other depositories as the Board of Directors may elect.
Section 3. Checks and Drafts.
All checks, drafts, or orders for payments of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such person and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Treasurer or an assistant treasurer.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall end on the last day of December of each year.
Section 5. Books and Records.
The Corporation shall keep: (1) correct and complete books and records of accounts at its registered office or principal place of business; (2) minutes of the proceedings of its Board of Directors and committees; (3) such other books and records that the Corporation is required to maintain pursuant to the Act. All books, records, and minutes must be in written form or in any other form capable of being converted into written form within a reasonable time. All books and records of the Corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
Section 6. Non-Discrimination.
The Corporation is an equal opportunity employer and shall make available its services without regard to race, creed, age, sex, color, ancestry, or national origin.
Section 7. Gifts.
The Board of Directors may accept, on behalf of the Corporation, any contribution, gifts, bequests, or devise for the general purpose or for any special purposes of the Corporation.
Section 8. Contracts.
The Board of Directors may authorize any officer(s) or agent(s) of the Corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 9. Investment.
Any funds of the Corporation which are not needed currently for the activities of the Corporation may, at the discretion of the Board of Directors, be invested in such investments as are permitted by law.
Section 10. Dissolution.
(a) A resolution to dissolve the Corporation shall be submitted to a vote of the members.
(b) In the event of dissolution of the Corporation, the Board of Directors shall, after payment of all liabilities of the Corporation, dispose of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organizations organized and operating exclusively for purposes as shall at the time qualify under Section 501 (c) (6) of the Internal Revenue Code of 1954 as an exempt organization.
Section 11. Political Activity.
The Corporation shall not, in any way, use corporate funds in the furtherance of, or engage in, any political activity for or against any candidate for public office. However, this Bylaw shall not be construed to limit the right of any official or member of this Corporation to appear before any legislative committee to testify as to matters involving the Corporation.
Section 12. Dues.
Membership dues are the payment on an annual basis or pledges or sums to support the work of the Corporation.
Section 13. Parliamentary Procedure.
All meetings of the Board of Directors and membership shall be governed by Robert’s Rules of Order (Current Edition), unless contrary procedure is established by the Articles of Incorporation or these Bylaws or by resolution of the Board of Directors.
Section 14. Bonding.
The Board of Directors may require the Treasurer and any other officer or employee of the Corporation to give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Corporation shall pay the premiums required for such bonds.
Section 15, Seal.
No corporate seal is required. However, the Board of Directors may, by resolution, adopt and establish an official seal.
Article IX. Amendments
These Bylaws may be altered, amended, or repealed and a new set of Bylaws adopted by a two-thirds (2/3) majority vote of the Board of Directors. A least ten (10) days prior written notice setting forth a proposed amendment and the time and place of the meeting set to consider the same shall be given to all Directors.