Bylaws of the American Society of Brewing Chemists, Inc.
Amended August 15, 2026
1.1 Name
1.2 Purpose
2.1 Membership Classes 2.2
Application for Membership
2.3 Privileges
2.4 Membership Dues
2.5 Removal
2.6 Resignation
Article 3 - Meetings of Members
3.1 Annual Member Meeting
3.2 Action without a meeting (i.e., action by electronic ballot)
3.3 Quorum for meeting or action without a meeting per electronic transmission
3.4 Voting
Article 4 - Board of Directors
4.1 Eligibility and Authority
4.2 Terms
4.3 Quorum and Voting
4.4 Meetings of the Board of Directors
4.5 Special Meetings of the Board
4.6 Board Meeting Notice
4.7 No Proxy Voting: Requirement that an Action Can Be Dissented from Only by Those Who Cast a Vote
4.8 Action Without a Meeting
5.1 Officers
5.2 Nominations
5.3 Election and Installation
5.4 Vacancies
5.5 Duties of Officers and Delegation of Authority
6.1 Committee Formation
6.2 Composition and Appointment
6.3 Limitation of Authority
6.4 Committee Procedures
Article 7 - Amendment of Bylaws
7.1 Power to Amend
7.2 Procedures for Amendments
7.3 Member Approval
Article 8 - Ethics and Compliance
8.1 Code of Conduct
8.2 Conflict of Interest
8.3 Indemnification
ARTICLE 1 - NAME AND PURPOSE
SECTION 1. Name
The organization shall be known as THE AMERICAN SOCIETY OF BREWING CHEMISTS, INC., hereinafter referred to as the “Society” or “ASBC”. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
SECTION 2. Purpose
The Society is organized exclusively for charitable, scientific and education purposes. As set out in the Articles of Incorporation, the purpose of the Society is to be a global community for scientific excellence in beer and other beverages.
ARTICLE 2 - MEMBERSHIP
SECTION 2.1. Membership Classes
- Professional Membership. Open to individuals actively engaged in brewing and beverage science, brewing, malting, distilling or related industries.
- Student Membership. Open to full-time students enrolled at a recognized college or university in a brewing, distillation, wine science or related program.
- Corporate Membership. Breweries, producing organizations and corporations classified under related industries are eligible for Corporate Membership. The number of designated Corporate Member representatives is determined by the Corporate Membership tier level.
- Life Membership. Upon retirement from an Individual Member’s principal place of employment in the industry, the person may apply for Life Membership provided that at their time of retirement they had maintained 20 consecutive years of Professional Membership. Requests for Life Membership may be sent in writing to the Society.
- Honorary Membership. Bestowed at the discretion of the Board of Directors, this status is reserved to individuals who have rendered eminent service to the Society over a period of 20 years or more.
SECTION 2.2. Application for Membership
Membership is activated upon receipt of application and/or payment of the appropriate dues.
SECTION 2.3. Privileges
- Member in Good Standing. A member is considered to be in “Good Standing” if the member has paid all required annual membership dues in a timely manner and complies with the Articles of Incorporation, Bylaws, and policies of the Society.
- Voting Rights. Only Professional, Student, Life, and Honorary Members in good standing shall have voting rights (each member having one vote). For purposes of clarity, Corporate Members shall not have voting rights.
- Proxy voting. No proxy votes are permitted.
- Elective and Appointed Office. Only Professional Members shall be eligible to hold an elective or appointed office. For purposes of clarity, Corporate, Student, Honorary, and Life Members are not eligible to hold an elective or appointed office.
- Committee Membership and Privileges. Membership of any standing, special, or ad-hoc committee is open to any Member in good standing of the Society. Subject to Board approval, non-members possessing specialized knowledge or expertise may be appointed as non-voting, advisory members to a committee.
- Membership Privileges. Additional membership privileges for each classification shall be determined by the Board of Directors.
SECTION 2.4. Membership Dues
- Membership Classes. The Board of Directors shall determine the dues on an annual basis for the membership classes of Professional, Student, and Corporate Members. The membership shall be one year from the date that the Society records the dues as being paid.
- Lapsed Members. If annual membership dues are not paid on or before the member’s anniversary date, the individual shall be declared not in good standing and will no longer have access to membership benefits until payment of membership dues are received.
- Dues Exemption. Honorary Members and Life Members shall be exempt from payment of annual membership dues.
SECTION 2.5. Removal
Membership may be terminated by direct request, failure to pay dues, or action of the Board of Directors.
SECTION 2. 6. Resignation
Any member may resign their membership at any time by giving written notice to the Board of Directors or to the Society's Headquarter Office. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein which shall not be more than 30 (thirty) days from the date of receipt. Any member who resigns membership shall not be entitled to a refund of any dues or other payments made to this Society.
ARTICLE 3 - MEETINGS OF MEMBERS
SECTION 3.1. Annual Member Meeting
One annual meeting of the members shall take place during the Society’s annual meeting, with the specific date, time and location of which will be designated by the Board of Directors. The Member Meeting shall provide the members with the opportunity to: receive the Board’s report on the state of affair of the Society, conduct any requisite business of the Society needing attention of the voting members, and to honor, as appropriately, those making outstanding contributions to the Society or in furtherance of its mission.
The Board of Directors may determine that a meeting of the members may be held solely by means of remote or electronic transmission.
SECTION 3.2. Action without a meeting (i.e., action by electronic ballot)
Any action that may be taken at a regular or special meeting of eligible voting members may be taken by electronic transmission without a meeting so long the ballot is conducted in accord with the procedures set forth in Minnesota Statutes Section 317A.447, or its successor.
SECTION 3.3. Quorum for meeting or action without a meeting per electronic transmission
The presence (in person at a meeting or by timely submission of ballots for action to be affected without a meeting) of 10% of the voting Members of the Society entitled to vote or fifty, whichever number is less, shall constitute a quorum.
SECTION 3.4. Voting
With a quorum obtained, a majority of the total number of votes held by the membership present (in person or via submission of electronic ballots for action to be affected without a meeting) and entitled to vote must be cast to transact any business unless a higher percentage is called for by these Bylaws or by the Society’s Articles of Incorporation.
ARTICLE 4 - BOARD OF DIRECTORS
SECTION 4.1. Eligibility and Authority
All Officers and Directors shall, at all times during their service, be Members in good standing with the Society. The Board of Directors is responsible for setting the direction and policies for the Society, ensuring necessary resources, and providing oversight. The Board of Directors shall include the Officers named in Article V, Section 1, and three board-approved directors appointed by the President: the Programs Director, the Chair of the Technical Committee, and the Chair of the Publications Committee. In addition, a member-at-large may be appointed to the Board at the Board's discretion.
SECTION 4.2. Terms
Terms for elected officers and appointed directors begin at the close of the Annual Meeting following election or appointment and continue until a successor is confirmed.
- Presidential Lineage: The duly elected Vice President shall automatically transition to the position of President-elect, President, and Immediate Past President in successive years. In instances where the Immediate Past President cannot serve, the President, with the advice and consent of the other Officers, shall appoint an individual Professional Member to serve on the Board of Directors.
- Internal Communications Director is elected by the membership to serve a two-year term.
- Treasurer and Treasurer-Elect: The elected Treasurer serves a three-year term and may serve one additional one-year term at the Board of Directors’ discretion. In the Treasurer’s final year, a Treasurer-Elect is elected to a one-year term to support orientation and continuity.
- Programs Director is appointed by the Board to serve a three-year term.
- Publications Committee Chair is appointed by the Board to serve a three-year term.
- Technical Committee Chair is appointed by the Board to serve a three-year term. During the last year of the Technical Committee Chair’s term, the President may appoint a Technical Committee Deputy Chair, upon approval by the Board of Directors, to serve for one year with voting powers on the Board of Directors. This is to provide orientation and continuity in the position of the Technical Committee Chair.
Section 4.3. Quorum and Voting
A simple majority of the Directors then serving shall constitute a quorum for the conduct of business. The Directors present at any meeting, although less than a quorum, may continue discussion (but not take action), and they may adjourn the meeting. At all meetings of the Board of Directors, each Director shall be entitled to cast one vote on any question coming before the meeting unless recused due to conflict of interest. A majority vote of the Directors who are considered present at the meeting shall be sufficient to transact any business unless a greater number of votes is required by law or these Bylaws (including the Society’s then-operative Conflict of Interest Policy).
Section 4.4. Meetings of the Board of Directors
Regular meetings of the Board of Directors may be held at such times and places, including by remote or electronic means, as the Board may determine by resolution. Once the schedule of regular meetings has been established, no further notice of regular meetings is required.
Section 4.5. Special Meetings of the Board
Special meetings of the Board of Directors may be called by the President or by any two Directors. Notice of a special meeting shall be given to each Director not less than two (2) days prior to the meeting and shall state the date, time, place, including by remote or electronic means, and purpose of the meeting.
Section 4.6. Board Meeting Notice
Notice of Board meetings shall be given personally, by mail, or by electronic means, to each Director at the address or contact information on record with the Society. Notice shall be deemed given when transmitted. Attendance at a meeting constitutes waiver of notice unless the Director attends for the express purpose of objecting to the transaction of business due to lack of proper notice.
Section 4.7. No Proxy Voting: Requirement that an Action Can Be Dissented from Only by Those Who Cast a Vote
In accord with relevant state law, no Director may appoint a proxy to cast a vote for the Director at any meeting of the Board of Directors. A Director who is present at a meeting of the Board of Directors when an action is taken shall be considered to have assented to the action unless the Director votes against the action or is prohibited from voting on the action due to recusal effected in accord with the Association’s Conflict of Interest Policy.
Section 4.8. Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting as permitted by Minnesota Statutes Section 317A.239, or its successor.
ARTICLE 5 - OFFICERS
Section 5.1. Officers
The offices of the Society shall be President, President-elect, Vice President, Immediate Past President, Internal Communications Director, and Treasurer. Officers shall serve both in their role as one of the following enumerated Officers and at the same time a member of the Board of Directors per Article 4. Section 1.
Section 5.2. Nominations
The Immediate Past President shall chair the Nominating Committee. The Committee shall solicit input from the Board of Directors and eligible members and shall present at least one nominee for each elective office. Eligible members may submit additional nominations in accordance with procedures established by the Board of Directors.
Section 5.3. Election and Installation
Officers shall be elected by the eligible voting members at the Annual Meeting of members or by electronic ballot, as determined by the Board of Directors. The nominee receiving the highest number of votes shall be declared elected. In the event of a tie vote, additional ballots shall be taken among the tied candidates until one nominee receives a majority. Newly elected Officers shall assume office at the close of the Annual Meeting or, if elected by electronic ballot, at the conclusion of the election process as determined by the Board.
Section 5.4. Vacancies
A vacancy in any Officer position shall be filled for the unexpired term by appointment of the President, with the advice and consent of the Board of Directors, except as otherwise provided in these Bylaws.
Section 5.5. Duties of Officers and Delegation of Authority
Subject to the oversight of the Board of Directors, any Officer may delegate such responsibilities and authority as the Officer deems appropriate to a chief executive officer, executive director, staff member, agent, or volunteer of the Society, unless otherwise restricted by law, these Bylaws, or Board resolution. Any such delegation shall not relieve the Officer of responsibility for the proper performance of those duties.
- President shall preside at all meetings of the Society and the Board of Directors. They shall have the power to call meetings of the Board and meetings of the Society. The President shall, subject to the approval of the Board of Directors, appoint the chairs of all committees and task forces necessary for conducting the business of the Society.
- President‑Elect (or Vice President) may preside at the Annual Meeting of Members in the absence of the President. They shall assist the President in carrying out the duties of their offices, and other duties as assigned by the President or Board of Directors. In the absence or incapacity of the President, the President‑Elect shall perform the duties of the President.
- Immediate Past President shall be held by the person most recently holding the office of President upon that individual’s agreement to so serve. The Immediate Past President’s responsibilities shall include but are not limited to assisting the President and President-Elect, as requested by such Officers, in carrying out their duties or special projects.
- Internal Communications Director (ICD) ensures that accurate minutes of meetings of the Board of Directors are recorded and maintained; that Society updates for communication to the membership base are shared; and that notices required by law or these Bylaws are duly given. The ICD shall perform such other duties as may be assigned by the Board of Directors.
- Treasurer has the responsibility for oversight of the financial affairs of the Society including ensuring that accurate financial records are maintained and that the Board of Directors receives regular and complete financial reports. The Treasurer shall perform such additional duties as may be assigned by the Board of Directors and shall act in accordance with state law and board-adopted financial policies.
- Other Officers for assistance in the administration of the Society may be retained by the Board of Directors. A designated Executive Officer shall oversee general active management of the business of the Society; see that orders and resolutions of the board are carried into effect; execute on behalf of the Society all contracts, deeds, conveyances or other instruments in writing which may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this Society; maintain records of and, when necessary, certify proceedings of the board, and may delegate duties to staff as may be assigned from time to time by the Board of Directors. The Executive Officer shall receive notice of and attend all meetings of the Board and may participate in all discussions but shall have no vote.
ARTICLE 6 - COMMITTEES
Section 6.1. Committee Formation
The Board of Directors may establish committees by resolution and delegate such authority to committees as permitted by law. All committees shall act subject to the oversight, direction, and control of the Board of Directors.
Section 6.2. Composition and Appointment
Committee members need not be Directors but shall be Members in good standing. Notwithstanding the foregoing, nonmembers with specialized topical expertise may serve on the Journal Editorial Board as topical experts, subject to Board approval. Committee Chairs shall be appointed by the President unless otherwise provided by Board resolution.
Section 6.3. Limitation of Authority
No committee shall exercise the authority of the Board of Directors except to the extent permitted by Minnesota law and as expressly authorized by resolution of the Board of Directors.
Section 6.4. Committee Procedures
Committees shall operate in accordance with procedures established by the Board of Directors or, in the absence thereof, as determined by the Committee Chair, provided that such procedures are consistent with these Bylaws and applicable laws.
ARTICLE 7 - AMENDMENT OF BYLAWS
Section 7. 1. Power to Amend
These Bylaws may be amended or new bylaws adopted, upon approval by the affirmative vote of a majority of the Board of Directors then seated.
Section 7.2. Procedures for Amendments
The Board of Directors must propose any amendment to the Bylaws. Notice of any proposed amendments shall be given to all voting members via electronic transmission at least 30 days prior to the meeting at which the amendments are to be voted upon, or prior to the commencement of an electronic vote.
Section 7.3. Member Approval
Proposed amendments require the affirmative vote of a 2/3 majority of the voting members present and entitled to vote, or participating in an electronic vote as defined in Article 3.2, at a duly called meeting at which a quorum is present.
ARTICLE 8 - ETHICS AND COMPLIANCE
Section 8.1. Code of Conduct
Directors, Officers, members, and volunteers of the Society shall comply with the Society’s Code of Conduct, as adopted and amended by the Board of Directors from time to time.
Section 8.2. Conflict of Interest
Directors and Officers shall comply with the Society’s Conflict of Interest Policy, as adopted by the Board of Directors and consistent with applicable Minnesota law. Any Director or Officer with a conflict of interest shall disclose the conflict and shall not participate in discussion or voting on the matter, except as permitted by law.