C.R.A.F.T. Home Brew Club
Adopted by Board of Directors on May 7, 2011
ARTICLE I – NAME
The name of this corporation shall be: CRAFT Homebrew Club.
ARTICLE II – CORPORATE OFFICE
The business office of the corporation shall be the home of the corporation’s Treasurer.
ARTICLE III – PURPOSE
The Purpose of this corporation is:
To promote the appreciation of beer and the home brewing hobby.
To educate members in improving their home brewing craft.
To meet and share information about home brewing.
To provide for a regular common gathering of home brewing enthusiasts.
To promote safe home brewing techniques and responsible consumption.
ARTICLE IV - MEMBERSHIP
Section 1. Classes of Members
A: Regular Members: Shall comprise of up to two (2) domestic partners of a single household.
B: Honorary Membership: Lifetime free membership may be awarded to individuals in recognition of extraordinary contributions of service to the corporation. May only be awarded upon a 2/3 majority vote of the entire corporation membership. Honorary Members are not entitled to voting rights unless they purchase regular or household membership.
C: Guests: Although guests are not members, they are welcome to attend their first meeting for free. Guests have no voting rights.
Section 2. Membership Qualification
Membership is open to any person who is of legal drinking age in the State of Michigan and has a strong interest in home brewing beer, wine, or mead. Membership will not be denied to any person on the basis of race, religion, gender, or national origin.
Section 3. Good Standing
A member is in good standing when current in the payment of dues, fees, and assessments by the Board of Directors and required to be paid by such member and has abided by other qualifications of membership. Further, members are expected to participate in the corporation in some form.
Section 4. Application for Membership
All applications for membership must be made personally with the corporation Treasurer or other person as designated by the President. Dues must be paid in full at the time of application. Alternatively, applications for membership and dues payments may be made by other means approved by the Board of Directors.
Section 5. Voting Rights
Each Regular Member in good standing is entitled to cast one (1) vote on every matter submitted by the Board of Directors for membership vote.
Section 6. Restrictions on Voting Rights
Voting by proxy and/or cumulative voting is not permitted.
Section 7. Dues
The amount of annual dues and any special assessments shall be set by the Board of Directors and become effective when ratified by not less than two-thirds (2/3) of the Board of Directors.
Section 8. Dues – When Delinquent
Annual dues for renewal membership are delinquent if not paid in full by October 1st of each year. Renewing members are not permitted a proration of dues for delinquent payment.
Section 9. Termination, Suspension or Reprimand for Cause
A member who makes false statements on his or her membership application or whose conduct is deemed detrimental the corporation may be dropped from membership, suspended, or reprimanded upon a majority vote of not less than two-thirds (2/3) of the Board of Directors. Prior to taking such action by the Board of Directors, such members shall be cited in writing and given all opportunity to be heard on the charges alleged, before the Board of Directors. Terminated members will not be refunded any dues paid.
Section 10. Resignation
A member may voluntarily resign their membership at any time by returning all corporation property and membership identification to any corporation officer. Under no circumstances will any resigning member be entitled to a refund of any dues paid.
ARTICLE V – MEMBER MEETINGS
Section 1. Meetings
Meetings of the members shall be held at a date, time, and place that is determined by the President. Meetings will generally be held monthly but may be held more or less often for special circumstances or events.
Section 2. Special Meetings
Special meetings of the members may be called by the President or by at least one-fourth (1/4) of the Board of Directors.
Section 3. Notice of Meetings
All meeting notices with the date, time, and location will be posted in the forum section of the club website at least ten (10) days prior to the date of the meeting. There will not be any other required written or mailed notice. It is the responsibility of every member to check the website forum for notice. At the Board of Directors discretion, notice may be additionally posted in other media.
Section 4. Quorum of Members
A quorum at any meeting of Regular Membership is met if at least one-quarter (1/4) of members in good standing are present. In absence of a quorum at any meeting, the Board of Directors may adjourn the meeting.
Section 5. Voting
A majority of votes cast at a meeting where quorum is present is required to determine any question presented to the membership unless otherwise specified in these by laws. If a question is presented to the membership and quorum is not met at two consecutive meetings, then the question shall be decided by a majority vote of those members present at the second meeting.
Section 6. Treasurer’s Report
At every regular meeting of the members, the Treasurer, or person designated by the President, shall make a verbal report to the membership of the financial condition of the corporation.
ARTICLE VI – DIRECTORS
Section 1. Board of Directors
The property, affairs, and business of the corporation shall be managed by a Board of Directors. The Board of Directors will consist of the elected officers and the immediate past president. The immediate past president is defined as the last person to serve as President prior to the current President. The Board of Directors may never consist of less than four (4) persons.
Section 2. Qualification of Directors
The qualifications for a Director is identical to the qualifications for an Officer.
Section 3. Election and Terms of Directors
There is no separate election for Directors. The elected Officers are automatically Directors during their term as an Officer. The immediate past president shall serve as a director until the end of the current President’s stay in office.
Section 4. Vacancies
Vacancies occurring on the Board of Directors, for any reason, may be filled by a majority vote of the Directors then in office. A Director so elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 5. Quorum of Directors
A quorum of Directors will consist of not less than fifty-one percent (51%) of the Directors then in office. At any meeting a majority of those present may adjourn the meeting without notice from time to time until a quorum is attained.
Section 6. Action by Directors
The vote of a majority of the Directors with a quorum present at the time of the vote is the act of the Board of Directors unless a greater percentage of votes on any question is required by these by-laws.
Section 7. Meetings of the Board
Regular meetings of the Board of Directors will be held on any date and at such time and place as may be fixed by the Board of Directors. Special meetings shall be held upon the call of the President or upon the request of at least one-third (1/3) of the Board of Directors.
Section 8. Notice of Meetings
Regular meetings of the Board of Directors may be held without notice of the date, time and place if such meetings are fixed by the Board of Directors. Special meetings of the Board shall be held upon notice to the Directors. Such notice shall state the place, date, time and purpose of the meeting and indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice shall be given at least seven (7) days in advance of the date set for the meeting by telephone, fax, e-mail, U.S. first class mail, or by posting in the officer’s section of the corporation website forum. This notice may be waived if at least two-thirds (2/3) of the Board of Directors agree to such waiver of the seven day notice of meeting.
Section 9. Voting by Proxy
Voting by proxy and/or cumulative voting is not permitted by the Board of Directors.
Section 10. Minutes
The minutes of the last preceding meeting of the Board of Directors shall be read at each meeting a quorum is present unless dispensed with by a majority vote of such Directors.
Section 11. Treasurer’s Report
At each regular meeting of the Board of Directors, the Treasurer shall make a written report of receipts, expenditures, and give the financial condition of the corporation.
Section 12. Removal of Directors
The Board of Directors has the power at any time by two-thirds (2/3) vote of the entire Board of Directors to remove any Director for good cause.
Section 13. Compensation
Directors will not receive any compensation for their service as a Director. Nothing herein shall be construed to prevent any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 14. Conflict of Interest
No Director may hold a similar office with any other club, organization or corporation with like objectives and ideals similar to those of this corporation without approval of the Board of Directors. Nothing herein shall be construed to prevent any Director from participating in the executive committee or board of directors of the Beer Judge Certification Program or the American Homebrewers Association Governing Committee unless deemed by a majority of the rest of the Board of Directors of this corporation to be a conflict of interest.
Section 15. Dual Role as Officer
Every member of the Board of Directors shall be an officer that was elected by the membership or otherwise lawfully appointed to fill a vacant position pursuant to Article VI, Section 4.
ARTICLE VII – OFFICERS
Section 1. Names of Officers
The officers of the corporation shall be President, Vice President, Secretary/Newsletter Editor, Treasurer, Competition Coordinator, Event Coordinator, and Webmaster. In addition, the Board of Directors may elect other officers and or assistant officers as it may determine.
Section 2. Limitation of Powers
No officer shall receive compensation for their services as such. Nothing herein shall be construed to prevent any Officer from serving the corporation in any other capacity and receiving compensation therefore. Nothing herein shall be construed to prevent the corporation from reimbursing any officer for reasonable out-of-pocket expenses incurred by said officer. All reimbursement must be approved by a majority vote of the Board of Directors and must be incurred for the benefit of the corporation. All officers must make reasonable attempts to acquire prior approval from the Board of Directors prior to incurring such out-of-pocket expenses.
Section 3. Voting Rights.
Only the immediate past president and officers that have been elected by the membership, or lawfully appointed pursuant to Article VI, Section 4, and serve the dual role as a Director may vote on any issue of the Board of Directors. Under no circumstances shall any officer or assistant officer elected solely by the Board of Directors be permitted to vote on any matter except matters presented for vote to the General Membership. Nothing herein shall be construed to prevent Directors to vote as a member in matters presented for vote to the General Members.
Section 4. Qualifications
To be eligible to hold an office, an officer must be a regular member in good standing. Section 5. Election and Term of Office. The term of elected officers shall start October first each year and end September 30, the following year. Elections shall be as set forth below. Procedure: All nominations for officer positions must be submitted to an officer of the corporation or posted in a special thread set up by the Secretary in the forum section of the corporation website not less than fourteen (14) days prior to the August meeting. All eligible nominations are to be included on a printed ballot that is to be prepared by the Secretary. At the August Meeting each member present, in good standing, shall be given one ballot. Each member may vote for not more than one candidate per position or their vote for that position will not be counted. The officers will collect the ballots and the Secretary will tabulate the votes with at least two (2) observers that are not running for office. The Secretary will announce the names of the winners prior to the end of the meeting and must also post the names of the winners on the club website.
Section 6. Special Officers and Assistant Officers
Special officers and assistant officers as appointed by the Board of Directors shall serve indefinitely until removed from office by a majority vote of the Board of Directors. The Board of Directors may remove such officers for cause or without cause.
Section 7. Duties and Powers of Officers
A. President: The President shall oversee all corporation activities, coordinate and schedule meetings, call to order and preside over all meetings of the corporation and of the Board of Directors, set and prepare meeting agenda, and represent the corporation at outside functions.
B. Vice President: The Vice President shall assist the President as needed and perform the duties of the President in his/her absence; contact prospective members from inquires through Cap ‘n’ Cork or the corporation website; actively promote the club at various venues through business cards, brochures, or other media.
C. Treasurer: The Treasurer shall have all responsibilities for the corporation’s financial activities, including collection of dues and other funds paid to the corporation, recording all receipts and disbursements, maintaining the corporation’s bank account(s), and making reports to the Board of Directors and general membership as previously set forth. The Treasurer shall also maintain the membership list and be responsible for accepting applications for membership, issuing membership cards, and payment of dues.
D. Secretary: The Secretary shall record the minutes of regular corporation and Board meetings and maintain club bulletin board at Cap ‘n’ Cork. The Secretary shall also ensure that any notices required by these By-laws are properly served and issue any notices as directed by the President.
E. Competition Coordinator: The Competition Coordinator shall be in charge of all beer competitions held by the corporation, including those open to corporation members only and those open to the home brewing public. The Competition Coordinator shall also keep the membership informed of upcoming competitions; inform the membership of competition results; recruit judges for Club Only competitions or competitions sponsored by the corporation; make arrangements for time and location of judging; provide judging score sheets and guidelines for judges in Club Only Competitions and as otherwise directed by the President.
F. Event Coordinator: The Event Coordinator shall be responsible for coordinating all special functions of the corporation.
G. Web Master: The Web Master shall maintain the corporation's site on the World Wide Web and coordinate all internet-related activities of the corporation as well as respond to member questions regarding the website.
Section 8. Additional Duties
The Board of Directors or the President may assign additional duties from time to time to any Officer. If the duties are assigned by the President, they may only be revoked by a majority vote of the Board of Directors. The President should only assign additional duties if a vote by the Board of Directors is not presently practical.
ARTICLE VIII – CONTRACTS AND INSTRUMENTS
Section 1. Authority to Execute
No person shall have any authority to expend money or bind the corporation by any contract or instrument unless authorized by these by-laws or by the Board of Directors to do so.
Section 2. Authorization
The Board of Directors may authorize any Officer, officers, agent or agents of the corporation to execute and deliver any contract, note or other instrument in the name of the corporation, and such other authority may be general or confined to specific instances.
ARTICLE IX – FISCAL YEAR
The fiscal year of the corporation shall end on September 30th of each year.
ARTICLE X – PROPERTY RIGHTS
No member, director, or officer shall have any right, title or interest in any of the assets or property of this corporation except the right to make use thereof as a member in accordance with the rules and regulations adopted by the Board of Directors.
ARTICLE XI – DISSOLUTION OF THE CORPORATION
Upon liquidation, dissolution, winding-up or abandonment of this corporation, all of the property and assets of the corporation shall be transferred or conveyed by the Board of Directors by way of gift to one (1) or more domestic non-profit corporations, foundations, associations, societies or organizations exempt from Federal and State income and property taxation and engaged in activities substantially similar to those of this corporation as may be elected by this corporation’s Board of Directors , all in accordance with the laws of the state of incorporation relating to the liquidation, dissolution, winding-up or abandonment of this corporation. On a trust indenture wherein the corporation is the trustee and there remain unperformed duties or funds due under the trust provision, and such trust agreement does not contain a provision giving the corporation power to appoint a successor trustee, upon dissolution, the corporation may make application to a court of competent jurisdiction in the state of incorporation designated by the trust indenture for the appointment of a successor trustee to administer such fund.
ARTICLE XII – INTERPRETATION OF CONTRACT
The pronouns and relative words herein used are written in the masculine and singular. However, membership shall include persons of the feminine sex; and such words shall be read as if written to include members of the feminine sex.
ARTICLE XIII – AMENDMENTS
Section 1. Amendment by the Board of Directors
A. These by-laws may be amended at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of two-thirds (2/3) of the Directors present and voting, provided the proposed amendment has been submitted in writing at the previous meeting of said Board, or has been sent by mail to every member of the Board not less than thirty (30) days prior to the meeting of the Board at which the proposed amendment is to be considered. To qualify for consideration under this section, the proposed amendment must be signed by at least two (2) Directors or, alternatively, by twenty-five (25) members of the corporation who are entitled to vote.
B. Any change to the by-laws of the corporation adopted by the Board of Directors shall be published on the forum section of the corporation website in a section that is conspicuous and open to all members of the corporation.
Section 2. Amendments by the Members at a Meeting of the Membership
A. Amendments of these by-laws by the membership may only be done at a duly authorized and officially called meeting of the membership. Amendments require an affirmative vote of the two-thirds (2/3) of the members present to vote. No vote may take place unless a quorum is met.
B. Such proposals for changes to the by-laws to be voted upon by the membership may be recommended by a majority of the Directors at any meeting of the Board at which a quorum is present or, alternatively, must be signed by twenty-five (25) members of the corporation who are entitled to vote.
C. Proposals for any such changes to the by-laws at a meeting of the membership must be posted in a conspicuous location of the forum section the corporation website that is accessible by all members not less than thirty (30) days nor more than ninety (90) days before the meeting of the members at which the proposed amendment is to be considered.
D. Notwithstanding prior notice by mail or by publication of specific amendments proposed for changes to the bylaws, germane amendments to such proposals made from the floor shall be in order.
E. Any changes to the by-laws of the corporation adopted by the members pursuant to this section shall be published on the forum section of the corporation website in a section that is conspicuous and open to all members of the corporation
ARTICLE XIV – INDEMNIFICATION
Section 1. A volunteer director, as defined in Public Act 162 of 1982, as amended, (the “Act”) or a volunteer officer is not personally liable to the corporation or its members for monetary damages for a breach of the Director’s or officer’s fiduciary duty. However, this provision shall not eliminate or limit the liability of a Director or officer for any of the following:
(a) A breach of the Director’s or officer’s duty of loyalty to the corporation or its members,
(b) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,
(c) A violation of section 551(1) of the Act,
(d) A transaction from which the Director or officer derived an improper personal benefit,
(e) an act or omission occurring before the effective date of this Article, or
(f) an act or omission that is grossly negligent.
Section 2. This corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer Director occurring on or after January 1, 2011 incurred in the good faith performance of the volunteer Director’s duties.
Section 3. This corporation assumes the liability for all acts or omissions of a volunteer Director, volunteer officer, or other volunteer occurring on or after the effective date of this Article if all the following are met:
(a) the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority,
(b) the volunteer was acting in good faith,
(c) the volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct,
(d) the volunteer’s conduct was not an intentional tort,
(e) the volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1956, Act 218 of the Public Acts of 1956.
Section 4. In the event that the Act is amended to further eliminate or limit the personal liability of volunteer Directors, volunteer officers, or other volunteers, then the liability of a Director, officer, or other volunteer of the corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal, modification, or adoption of any provision in these by-laws which is inconsistent with this Article shall not adversely affect any right or protection of a Director or officer or other volunteer of this corporation existing at the time of such repeal, modification or adoption.