​​​​Bylaws of the American Society of Brewing Chemists, Inc.

​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


ARTICLE 1 - OFFICES


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.

ARTICLE 2 - CORPORATE SEAL


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.

ARTICLE 3 - PURPOSES 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.

ARTICLE 4 - CLASSES OF MEMBERSHIP


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.

ARTICLE 5 - MEMBERS


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.

ARTICLE 6 - MEMBERSHIP DUES


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.

ARTICLE 7 - 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.

ARTICLE 8 - OFFICERS


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 o​ne. 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.

ARTICLE 9 - COMMITTEES


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.

ARTICLE 10 - FINANCIAL AND PROPERTY MANAGEMENT


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.

ARTICLE 11 - WAIVER OF NOTICE


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.

ARTICLE 12 - AMENDMENTS


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.

ARTICLE 13 - DISSOLUTION AND DISTRIBUTION OF ASSETS


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.

ARTICLE 14 - CODE OF CONDUCT


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.