Proposed Bylaw Changes
The Board of Directors has approved the proposed bylaw changes and as required in the bylaws, the membership will vote to approve the bylaw changes during the virtual Annual Business Meeting taking place on June 7, 2021.
In summary, the bylaw changes include:
- Updated language for electronic and virtual content
- Secretary position renamed to Internal Communications Director
- Classes of Membership updated
- Procedural items moved to the Manual of Operations
- Code of Professional Conduct added
Proposed Bylaw Changes
Current ASBC Bylaws
Approved November 28, 2012
Article 1 - Offices
1.1 Registered Office
1.2 Offices
Article 2 - Corporate Seal
2.1 Corporate Seal
Article 3 - Purposes of the Society
3.1 Purposes
3.2 Powers
Article 4 - Classes of Membership
4.1 Active Members
4.2 Student Members
4.3 Corporate Members
4.4 Retired Members
4.5 Honorary Life Members
4.6 Application for Membership
Article 5 - Members
5.1 Annual Meeting
5.2 Place of Meeting
5.3 Quorum
Article 6 - Membership Dues
6.1 Dues
6.2 Delinquent Members
6.3 Assessments
Article 7 - Directors
7.1 Board of Directors
7.2 General Powers
7.3 Number
7.4 Qualifications and Term of Office
7.5 Quorum and Manner of Acting
7.6 Meetings
7.7 Place of Meetings
7.8 Written Action by Directors
7.9 Proxies
Article 8 - Officers
8.1 Offices
8.2 Nominations
8.3 Election and Installation
8.4 Vacancy in Office of President
8.5 Letter Ballots
8.6 Duties of Officers
Article 9 - Committees
9.1 Standing Committees
Article 10 - Financial and Property Management
10.1 Fiscal Year
10.2 Books and Records
10.3 Documents Kept at Registered Office
10.4 Accounting System and Audit
10.5 Checks
10.6 Deposits
Article 11 - Waiver of Notice
11.1 Requirement of Waiver
Article 12 - Amendments
12.1 Approval of Amendments
Article 13 - Dissolution and Distribution
of Assets
13.1 Dissolution
13.2 Distribution of Assets
13.3 Adoption of Plan of Distribution
Article 14 - Local/Student Sections
14.1 Chartering and Organization
14.2 Withdrawal of Charter
14.3 Dissolution of Local/Student Sections and Distribution of Assets
Article 15 - Foundation
15.1 Authorization
15.2 Purpose
15.3 Board of Directors
15.4 Voting
15.5 Ex-officio Directors
15.6 Funding
15.7 Administration
1.1 Registered Office. The registered office of the Society
shall be located in any city within the State of Minnesota set forth
in the Articles of Incorporation. The Board of Directors has authority
to change the registered office of the Society and any such change shall
be registered by the proper officer with the Secretary of State of Minnesota.
1.2 Offices. The Society may have such other offices, within
or without the State of Minnesota, as the Board of Directors may from
time to time designate.
2.1 Corporate Seal. The Society shall have a corporate seal
that states the name of the Society and the state of incorporation of
the Society.
3.1 Purposes. The purposes of this Society shall be:
(1) To study, develop, and adopt uniform or standard methods for the
analysis of raw materials, supplies, and products for and of the brewing,
malting, and related industries.
(2) To secure uniformity in the statement of analytical results.
(3) To promote and encourage scientific and technical research in brewing
and related industries.
(4) To promote the spirit of scientific cooperation among all workers
in the field of the industries concerned.
(5) To maintain high professional standards as requirements for membership
in the Society.
(6) To encourage a more general recognition of the chemist, biologist,
and technologist as essential factors in the development of brewing
and related industries.
(7) To communicate and cooperate with other organizations having similar
or kindred purposes.
(8) In accordance with these purposes, the Society shall publish the
methods of analysis developed and adopted by the Society and also other
reports and contributions to the scientific and technical knowledge
of brewing and malting, as recommended by the Technical Committee and
approved by the Board of Directors of the Society.
(9) The Society shall hold meetings for conducting routine business
matters as well as for the reading and discussion of reports on methods
of analysis and scientific contributions of interest to the industries
concerned, and for the promotion of research and technical cooperation
among its members.
3.2 Powers. The Society shall also have such powers as are now
or may hereafter be granted by the Nonprofit Corporation Act of the
State of Minnesota.
4.1 Active Members. Active membership is open to those actively
engaged in brewing, malting or related fields. Only active members shall
be entitled to vote for Society officers and on other issues which come
before the Society.
4.2 Student Members. Those enrolled full-time in a recognized
college or university and pursuing a course of study related to brewing,
malting or a related area of study may apply for Student Membership.
4.3 Corporate Members. Breweries, malting companies, and corporations
classified under related industries may become Corporate Members. Corporate
Members may attend meetings but shall have no vote. In addition, Corporate
Members shall be entitled to receive the regular publications of the
Society and may have the privileges of membership or representation
on committees except as otherwise prohibited in other sections of these
Bylaws. A Corporate Member may designate one of its employees as its
representative. The Corporate Membership fees may be applied toward
one Active Membership for the corporate representative.
4.4 Retired Members. Retired Member status may be requested
upon retirement from principal place of employment in the industry,
provided the applicant has Active status at the time of retirement and
has been a member of the Society for at least twenty (20) years. Request
for Retired Member status must be made in writing to the Executive Officer
of the Society. Notwithstanding the provisions of these Bylaws, Retired
Members shall have all the privileges of Active Members except those
of election to office and receipt of Society publications other than
the Newsletter. Retired Members shall receive the Newsletter
and Society correspondence and shall be entitled to purchase other Society
publications at Active Member prices.
4.5 Honorary Life Members. Honorary Life Members shall be entitled
to the voting privileges of Active Members. Honorary Life Members shall
be restricted to retired persons who have been President of the Society
or who, in the opinion of the Board of Directors, have rendered eminent
service to the Society. Dues, fees, or assessments shall not be levied
against Honorary Life Members.
4.6 Application for Membership. Application for membership or
change in membership status shall be made to the Executive Officer of
the Society.
5.1 Annual Meeting. Annual meetings of the members shall be
held each year for the purpose of electing officers of the Society and
for the transaction of such other business as shall come before the
meeting. Written notice of such annual meeting shall include any matters
concerning which special notice is required and shall be given not less
than sixty (60) days before such meeting.
5.2 Place of Meeting. The members may hold its meetings at such
place or places, within or without the State of Minnesota.
5.3 Quorum. In all meetings, an attendance of one-half (1/2)
of the Active Members of the Society registered at the meeting or convention
shall constitute a quorum to transact business.
6.1 Dues. Membership dues shall be established by the Board
of Directors for Active, Student, and Corporate Members, which shall
be paid annually at the time established by the Board of Directors.
The dues are payable in advance and may be adjusted when required by
the Board of Directors for the next dues period. Honorary and Retired
Members shall be exempt from payment of dues and assessments.
6.2 Delinquent Members. If annual dues are not paid on or before
the member's anniversary date, the member shall be declared delinquent.
Delinquent members shall be notified in writing and, if payment therefore
is delinquent at the end of six (6) months, their names shall be removed
from the membership list of the Society.
6.3 Assessments. Assessments not to exceed one year's active
dues may be levied in any one year when the current expenses of the
Society make this necessary. The Finance Committee may recommend a levy
of such assessment which must be approved by the Board of Directors.
7.1 Board of Directors. The Board of Directors shall consist
of the President, duly elected President-Elect, Vice-President, Secretary,
and Treasurer together with the most recent Past President and the chairmen
of the Technical, Program, and Publications committees. In addition,
an at-large member from the international membership may be added at
the Board's discretion. If the most recent Past President cannot
serve, the President, with the advice and consent of the other officers,
shall appoint any other Active Member to serve on the Board of Directors.
7.2 General Powers. The property, affairs, and business of the
Society shall be managed by the Board of Directors. The Board of Directors
is empowered to make arrangements for the publication of reports on
the Society's activities, of methods of analysis and other scientific
and technical contributions as recommended by the Technical and Publications
committees and approved by the Board of Directors. It shall also provide
for the distribution of the Society's publications among the members.
7.3 Number. The number of directors shall be nine (9), or ten
(10) with the addition of an at-large international director.
From time to time the number may be increased or may be diminished to
not less than three (3), by the affirmative vote of at least a two-thirds
(2/3) vote of the Active Members registered at a meeting or at least
two-thirds (2/3) vote of the total valid letter ballots cast in a letter
ballot of which valid ballots must be received before the deadline set
by the Board of Directors.
7.4 Qualifications and Term of Office. Each director shall be
an Active Member and shall hold office until his or her successor is
elected and qualified, or until the earlier death, resignation, removal,
or disqualification of the director.
7.5 Quorum and Manner of Acting. Five (5) directors shall be
required to constitute a quorum for the transaction of business at any
meeting. If less than a quorum is present at any meeting, a majority
of the directors present shall adjourn the meeting from time to time
without further notice. The acts of a majority of the directors present
at a meeting at which a quorum is present are the acts of the Board
of Directors and of the Society.
7.6 Meetings. Meetings of the Board of Directors shall be held
whenever called by the President or by any two directors. Unless notice
is waived by all directors entitled to notice, notice of special meetings
will be given by an officer, who will give at least ten (10) days notice
to each director by mail, telegraph, telephone, Fax, or in person. Each
director, by attending and participating in the action taken at any
directors' meeting, is considered to have waived notice of that meeting.
7.7 Place of Meetings. The Board of Directors may hold its meetings
at such place or places, within or without the State of Minnesota, as
it may from time to time determine.
7.8 Written Action by Directors. Any action that may be taken
at a meeting of the Board of Directors may be taken without a meeting
and notice thereof if a consent in writing, setting forth the action
so taken, is signed by all of the directors.
7.9 Proxies. Proxies shall not be allowed or used.
8.1 Offices. The elective officers of this Society shall be
four (4) in number: namely, President-Elect, Vice-President, Secretary,
and Treasurer. At the close of the term of President-Elect, the
incumbent shall become President. Active Members only shall be eligible
to hold elective office of the Society. Term of office shall be one (1)
year for President-Elect and Vice-President, two (2) years for Secretary
and three (3) years for Treasurer, or until successors are installed.
The Treasurer may serve an additional one (1) year term at the
discretion of the Board of Directors for not more than two (2)
consecutive one (1) year terms.
8.2 Nominations. The President, with the advice and consent
of the Board of Directors, shall appoint a Nominating Committee, consisting
of the incumbent Past President and three (3) Active Members of the
Society, a minimum of ninety (90) days before the annual meeting. This
Committee shall consult with the members of the Board of Directors,
Local Sections, other local groups, and individual members regarding
nominations and present at least one name for each elective office of
the Society being considered that year. Active Members shall have the
privilege of presenting additional nominations at the annual meeting
in writing or from the floor before ballot is taken.
8.3 Election and Installation. Election shall be by ballot or
by show of hands at the Annual Meeting. The nominee receiving the highest
number of votes among the candidates for an office shall be declared
elected. In the event those receiving the highest number of votes are
tied, more ballots are to be taken among the tied candidates until a
majority is obtained for one. The newly elected Officers shall be installed
by the incumbent President at the close of the Annual Meeting or in
the event the Board of Directors arrange for the election by mail, the
newly elected officers shall be installed by the incumbent President
at the next Annual Meeting.
8.4 Vacancy in Office of President. In the case of vacancy in
the office of President during the term of the incumbent, the President-Elect
shall act as President for the remainder of the term before succeeding
with his or her own term of office. If the President-Elect cannot serve
as President, the Vice-President shall act as President for the remainder
of the term. In case an elective office, except President or President-Elect,
is vacated during the term of the incumbent, the President, or acting
President, with the advice and consent of the Board of Directors, shall
make an appointment for the unexpired term.
8.5 Letter Ballots. In the event the Board of Directors arrange
for the election of new officers by mail, the letter ballots shall be
mailed to all eligible members by the Executive Officer and must be
returned to the Executive Officer within thirty (30) days to be counted.
Eligible members shall have the privilege of presenting additional nominations
by contacting the chairman of the Nominating Committee by March 1 in
writing. Also the letter ballot shall always provide space for "write-in"
candidates.
8.6 Duties of Officers.
(1) President. The President shall preside at all meetings and be executive
head of the Society. The President shall, subject to the approval of
the Board of Directors, appoint the chairman and members of all other
committees necessary for conducting the business of the Society.
(2) President-Elect and Vice-President. In the absence of the President,
the President-Elect shall preside at meetings and assist in the duties
of the office. In the absence of the President-Elect, as well as the
President, the Vice-President shall carry out the duties of the office.
(3) Secretary. The Secretary shall be responsible for keeping records
of the minutes of the business meetings and all Board of Directors meetings,
carrying on the general correspondence of the Society, and the membership
roster of the Society.
(4) Treasurer. The Treasurer shall be responsible for collection of
all fees and money due to the Society, payment of all bills, and recording
of all receipts and expenditures. Expenditures that fall outside the
annual budget will require approval of the Board of Directors before
payment.
(5) Other Officers. Assistance in the administration of the Society
may be retained by the Board of Directors. A designated Executive Officer
shall perform such duties as may be prescribed by the Board of Directors.
In no event shall the Society be obligated beyond its budget without
written authorization from the Board of Directors.
9.1 Standing Committees. The standing committees of the Society,
whose members shall be elected by the Board of Directors, are as follows:
(1) Finance Committee. This Committee shall consist of three (3) Active
Members, one of whom shall be the Treasurer of the Society. The Finance
Committee shall be responsible for long-range financial planning and
review of the Society's annual budget.
(2) Nominating Committee. The Nominating Committee shall be appointed
and perform the duties as set forth in Section 8.2 herein.
(3) Program Committee. The Program Committee shall formulate the technical
program for the annual meeting of members of the Society. It shall be
the responsibility of this Committee, after approval of the proposed
program by the Board of Directors, to proceed with its organization
and execution. This Committee shall work in close liaison and cooperation
with the Board of Directors.
(4) Publications Committee. The Publications Committee shall, with
the approval of the Board of Directors, have operating supervision of
the Society's publications, such as the Newsletter, the Journal,
Methods of Analysis, and tables, cumulative indexes, and any other
publications the Board of Directors may assign.
(5) Technical Committee. The Technical Committee shall consist of as
many Active Members of the Society as is deemed necessary to complete
their assignments in a timely and efficient manner, who shall organize
and direct the scientific work of the Society. The Chairman of the Technical
Committee shall appoint subcommittees and their chairmen for standardizing
methods of analysis and for conducting scientific and technical investigations
that are of interest to the brewing, malting, and related industries.
The chairman of any subcommittee must be an Active Member. The respective
subcommittees shall report in writing the results of their investigations
with their recommendations to the Technical Committee. The Technical
Committee shall refer all materials intended for publication to the
Publications Committee for its review, editing, and subsequent respective
disposition. The Technical Committee shall recommend methods of analysis
for official adoption by the Board of Directors.
(6) Additional Committees. The President shall have the power to appoint,
with the advice and consent of the Board of Directors, such additional
committees as may be found necessary for the proper conduct of the Society.
10.1 Fiscal Year. The fiscal year of the Society ends on March
31 of each year.
10.2 Books and Records. The Board of Directors of the Society
shall keep:
(1) Records of all proceedings of the Board of Directors;
(2) Such other records and books of account as shall be necessary and
appropriate to the conduct of the corporate business.
10.3 Documents Kept at Registered Office. The Board of Directors
shall cause to be kept at the registered office of the Society originals
or copies of:
(1) Records of all proceedings of the Board of Directors;
(2) All financial statements of the Society; and
(3) Articles of Incorporation and Bylaws of the Society and all amendments
and restatements thereof.
10.4 Accounting System and Audit. The Board of Directors shall
establish and maintain, in accordance with generally accepted accounting
principles applied on a consistent basis, an appropriate accounting
system for the Society. The Board of Directors shall have the records
and books of account of the Society audited, at least once in each fiscal
year and at such other times as it may deem necessary or appropriate
and may retain such person or firm for such purposes as it may deem
appropriate.
10.5 Checks. All checks, drafts, other orders for the payment
of money, notes, or other evidences of indebtedness issued in the name
of the Society shall be signed by such officer or officers, agent or
agents of the Society, as may from time to time be determined by resolution
of the Board of Directors.
10.6 Deposits. All funds of the Society not otherwise employed
shall be deposited from time to time to the credit of the Society in
such banks, trust companies, or other depositories as the Board of Directors
may select.
11.1 Requirement of Waiver. Whenever any notice is required
to be given by these Bylaws or the Articles of Incorporation or any
laws of the state of Minnesota, a waiver thereof in writing, signed
by the person or persons entitled to the notice, either before, at,
or after the time stated therein, will be deemed equivalent to notice.
Waiver of notice is implied by attendance by an individual at a meeting
unless it is solely for the purpose of asserting the illegality of the
meeting.
12.1 Approval of Amendments. Proposed amendments to these Bylaws
shall state the article and section to be amended and shall be submitted
in writing to the Board of Directors for consideration. If approved
by the Board of Directors, the proposed amendment shall be submitted
to the members by mail at least one (1) month prior to the time when
a vote is to be taken. Amendments to the Bylaws may be voted either
at a meeting or by letter ballot, as the Board of Directors may decide.
If a vote is taken at a meeting, a two-thirds (2/3) vote of the Active
Members attending the meeting shall be necessary to carry. For a letter
ballot to carry, valid ballots must be received before the deadline
set by the Board of Directors and two-thirds (2/3) vote of the total
valid letter ballots cast shall be necessary to carry.
13.1 Dissolution. A resolution recommending dissolution of the
Society shall be adopted by the Board of Directors upon favorable receipt
of at least two-thirds (2/3) of the votes entitled to be cast by members
of the Board of Directors. Upon adoption of the resolution to dissolve,
the directors shall, in accordance with Section 13.3 hereunder, direct
that the resolution to dissolve the Society be submitted to vote by
the Active Members either at an annual meeting or by letter ballot as
the Board of Directors may decide in accordance with the procedure for
adopting amendments to Bylaws as provided in Section 12.1 above.
13.2 Distribution of Assets. In the event of dissolution of
the Society:
(1) All liabilities and obligations of the Society shall be paid, satisfied,
or discharged, or adequate provision shall be made therefore.
(2) All assets remaining after obligations under subsection (01) have
been satisfied shall be transferred or conveyed to one or more domestic
or foreign corporations, societies, or organizations engaged in activities
substantially similar to those of the Society or to a charitable organization
or organizations subject to approval by the Active Members in accordance
with Section 13.3.
(3) The selected organization or organizations as determined under
subsection (02) shall at the time of the Society's dissolution be exempt
under Section 501(c)(3) of the Internal Revenue Code, as amended, or
under such successor provision of the Code as may be in effect at the
time of the Society's dissolution, provided that the conveyance of any
funds and property shall not be inconsistent with the provisions of
the Minnesota Nonprofit Corporation Act as amended.
13.3 Adoption of Plan of Distribution. The Board of Directors
shall adopt a resolution recommending a plan of distribution and directing
the submission thereof to a vote at either a meeting or by letter ballot
in accordance with the procedure for adopting amendments as stated in
Section 12.1 above.
14.1 Chartering and Organization. Local organizations or groups
of brewing chemists containing Active Members, upon application to the
President of the Society and subsequent approval by the Board of Directors,
may be established as a Local or Student Section of the Society. After
approval by the Board of Directors, the President shall notify the new
Section and shall arrange for transmittal of a suitably inscribed certificate
bearing the signatures of the President and the Secretary of the Society.
The certificate shall conform with a pattern approved by the Board of
Directors. All Local/Student Sections of the Society shall be subject
to the following provisions:
(1) Membership. A proportion of the Local/ Student Section shall be
Active, Student, Retired, or Honorary Life Members of the Society. The
remainder of the membership may be comprised of authorized representatives
of Corporate Members of the Society or persons employed in or connected
with the brewing and related industries who are not members of the Society
but are willing to pay Local/ Student Section dues (if required) and
attend meetings.
(2) Officers. The responsibilities of the officers of the Local/Student
Sections shall be similar to those of the officers of the Society. At
least one (1) officer shall be an Active Member of the Society. An officer
of the Local/Student Section or a properly designated alternative Active
Member should represent the Local/Student Section at the Local/Student
Section Representatives Meeting held during the Annual Meeting of the
Society. The results of Local/Student Section elections shall be communicated
promptly to the Society's Secretary and President.
(3) Dues and Assessments. Local/Student Sections shall have the power
to levy dues upon their members. Such dues shall not exceed fifty (50)
percent of the dues for an Active Member (National). Special assessment
of the membership, not to exceed one year's dues, may be levied with
the majority approval of the Local/Student membership. Except as specifically
authorized by the Board of Directors of the Society, the Society shall
not be liable in any way for the obligations of any Local/Student Section.
(4) Bylaws. Local/Student Section bylaws shall be in accordance with
the Bylaws of the Society. Any exceptions that may arise must be approved
by the Board of Directors of the Society. No Local/Student Section may
seek a corporate charter outside of the Society.
(5) Privileges of the Members. All members of the Local/Student Sections
shall be eligible to serve on Local/Student Section committees and shall
be entitled to vote on all Local/Student Section matters, including
election of Local/Student Section officers. Local/Student Members shall
have the privilege of attending the Annual Meeting of the Society but
shall have no vote.
(6) Annual Report. A yearly report for each Local/Student Section is
to be sent to the Board of Directors of the Society. This report is
to include a list of all members by classes, financial report (if appropriate),
committee members, and a brief summary of meetings and activities.
14.2 Withdrawal of Charter. The President together with the
Board of Directors of the Society may withdraw certificates issued for
failure to comply with constitutional provisions or other just cause.
Such action shall not be taken until after a hearing with Local/Student
Section representatives.
14.3 Dissolution of Local/Student Sections and Distribution of Assets.
The members of the Local/Student Sections shall adopt a resolution recommending
dissolution of the Local/Student Section upon a two-thirds (2/3) vote
of the Local/Student Section members favoring the adoption of the resolution.
In the event of dissolution of a Local/Student Section and the discharge
of its debts and settlement of its affairs, any funds and property of
the Local/Student Section remaining thereafter shall be conveyed to
the Society for its general purposes or, with the consent of the Board
of Directors of the Society, shall be conveyed to another qualified
nonprofit organization or organizations dedicated to the perpetuation
of objectives similar to those of the Society provided that such selected
organization or organizations at the time of the Local/Student Section's
dissolution shall be exempt under Section 501(c)(3) of the Internal
Revenue Code, as amended, or under such successor provisions of the
Code as may be in effect at the time of the Local/Student Section's
dissolution. The Local/Student Section Members shall adopt a plan of
distribution and directing the submission thereof by a favorable vote
of two-thirds (2/3) of the members.
15.1 Authorization. A Foundation of the Society
is authorized.
15.2 Purpose. The purpose of the Foundation is
to support a scholarship program for the Society and any other special
activities that meet Society objectives, but which are outside the normal
operating budget of the Society.
15.3 Board of Directors. The ASBC Foundation is
administered by a Board of Directors composed of six (6) voting members
and two (2) nonvoting members. At least one (1) and not more than two
(2) members, either voting or nonvoting, must be from academia.
15.4 Voting. Three (3) voting members of the ASBC
Foundation Board are appointed by the Board of Directors of the Society.
Three (3) voting members of the ASBC Foundation Board are appointed by
that Board. Foundation Board members are appointed for three (3) year
terms on a staggered basis. Vacancies on the Foundation Board from among
members appointed by the Society Board shall be filled by that Board.
Vacancies on the Foundation Board among members appointed by the Foundation
Board shall be filled by that Board. The Foundation Board shall elect
the chair and cochair from among its voting members to serve a term of two (2) years. The cochair serves the first year as cochair, then becomes the chair the second year to add continuity to the Foundation leadership. The chair may serve not more than two (2) consecutive terms.
15.5 Ex-officio Directors. The Treasurer of the
Society and the Executive Officer of the Society or his/her designee
from among the headquarters staff shall serve as the two (2) nonvoting
members of the Foundation Board.
15.6 Funding. The funds accruing to the Foundation
shall be derived from gifts, grants, and bequests.
15.7 Administration. The solicitation, investment,
and distribution of the Foundation funds shall be a function of the
Board of Directors of the Foundation. Funds shall be maintained separately
from the normal operating budget of the Society.
