Approved June 7, 2021
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 Individual 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 Voting Rights
5.2 ASBC Meeting
5.3 Place of Meeting
5.4 Quorum
Article 6 - Membership Dues
6.1 Dues
6.2 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 Ballots
8.6 Duties of Officers
Article 9 - Committees
9.1 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 - Code of Professional Conduct
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.
This Society is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
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. As set out in the corporation's Articles of Incorporation, the purpose of the Society is to be a global community for scientific excellence in brewing.
(1) To study, develop, and adopt uniform or standard methods for the
analysis of raw materials, supplies, and products for and of the brewing 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 encourage a more general recognition of the scientist as essential factors in the development of brewing
and related industries.
(6) To communicate and cooperate with other organizations having similar
or kindred purposes.
(7) 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.
(8) 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 Individual Members. Individual Membership is open to those actively
engaged in brewing science, brewing, malting or related industries. Only Individual 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 in a brewing science or related program may apply for Student Membership. Students receive all the benefits of individual membership except for the ASBC Methods of Analysis.
4.3 Corporate Members. Breweries 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.
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 Individual Members except those
of voting, election to office and receipt of Society publications other than
the membership newsletter. Retired Members shall receive the membership newsletter and Society correspondence and shall be entitled to purchase other Society
publications at Individual Member prices.
4.5 Honorary Life Members. Honorary Life Members shall be entitled
to the voting privileges of Individual 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 Office of
the Society through the Society's website.
5.1 Voting Rights. Only Individual, Student, and Honorary Life Members shall have voting rights (each member having one vote).
5.2 ASBC Meeting. Business Meeting of the members shall be
held 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 meeting shall include any matters
concerning which special notice is required and shall be given not less
than sixty (60) days before such meeting.
5.3 Place of Meeting. The members may hold its meetings at such
place or places, or within a virtual meeting environment within or without the State of Minnesota.
5.4 Quorum. In all meetings, an attendance of one-half (1/2)
of the Individual Members of the Society attending the meeting shall constitute a quorum to transact business.
6.1 Dues. Membership dues shall be established by the Board
of Directors for Individual, 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. If annual dues are not paid on or before the member's anniversary date, the member shall be declared lapsed and no longer have access to membership benefits.
6.2 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, Internal Communications Director,
and Treasurer together with the most recent Past President and the chairs of the Technical and Publications committees, and the Programs Director. In addition,
an at-large member from the membership outside of the U.S. 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 Individual 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 and policies, 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 director from outside the U.S.
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 Individual Members registered at a meeting or at least
two-thirds (2/3) vote of the total valid ballots cast in a 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 Individual 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 personally, or by mail, telephone, or any mode of electronic communication. 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, Internal Communications Director,
and Treasurer. At the close of the term of President-Elect, the
incumbent shall become President. Individual 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 Internal Communications Director, 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 Past President shall chair the Nominations Committee. Members of the committee include the President-elect, Vice President, and President. The committee shall consult with the members of the Board of Directors, and individual members regarding
nominations and present at least one name for each elective office of
the Society being considered that year. Individual Members shall have the
privilege of presenting additional nominations at the ASBC Meeting
via electronic means of communications or from the floor before the vote is taken.
8.3 Election and Installation. Election shall be by ballot or
by show of hands at the ASBC 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 ASBC Meeting or in
the event the Board of Directors arrange for the election by electronic means, the
newly elected officers shall be installed by the incumbent President
at the next ASBC 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 Ballots. In the event the Board of Directors arrange
for the election of new officers by electronic means, the ballot shall be
sent 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 chair of the Nominating Committee by March 1. The ballot shall always provide an option 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 chairs of all committees and task forces 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) Internal Communications Director (ICD). The ICD 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 all funds of the Society and is accountable to the Board of Directors for the proper accounting of all Society receipts and expenditures. All Society financial records are maintained in the office of the Executive Officer and are not transferred at the time a new Treasurer is elected.
(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 Committees. The list of committees and duties, including those of the Programs, Publications, and Technical Committee Directors will be maintained in the Manual of Operations.
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 or by electronic means of communication to the Board of Directors for consideration. If approved
by the Board of Directors, the proposed amendment shall be submitted
to the members by via electronic means of communication 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 electronic ballot, as the Board of Directors may decide.
If a vote is taken at a meeting, a two-thirds (2/3) vote of the Individual
Members attending the meeting shall be necessary to carry. For an electronic
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 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 Individual Members either at an ASBC Meeting or by electronic 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. Code of Conduct. The ASBC is a professional organization with a Code of Conduct. Membership in ASBC assumes an obligation of self-discipline with compliance to these professional standards. The Society's code of conduct is intended to guide members in the performance of their professional responsibilities. Details about the Code of Conduct may be found on the
Society’s website.
Principles include:
- The delivery of excellent continuing education, the development and distribution of scientific methods of analysis and to promote and provide quality resources in all aspects of the brewing industry
- ASBC members strive to increase the integrity of the profession by sharing the results of their research through academic and commercial endeavors, or public service.
- Members are expected to conduct themselves with integrity, courtesy and respect for others and maintain a high level of professionalism in all interactions.
