Bylaws of the American Society of Brewing Chemists, Inc.

As updated on 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


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.

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. 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.

ARTICLE 4 - CLASSES OF MEMBERSHIP


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.

ARTICLE 5 - MEMBERS


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.

ARTICLE 6 - MEMBERSHIP DUES


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.

ARTICLE 7 - 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.

ARTICLE 8 - OFFICERS


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.

ARTICLE 9 - COMMITTEES


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.

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 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.

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 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.

ARTICLE 14 - LOCAL/STUDENT SECTIONS


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.

Article 15 - Foundation


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.