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As provided by Steve Hodos, July 2015.

UPSTATE NEW YORK HOMEBREWERS ASSOCIATION

BY-LAWS RATIFIED FEBRUARY 1991


I. Mission and Philosophy:
The Upstate New York Homebrewers Association (the “Association”) is dedicated to sharing and broadening the appreciation of and knowledge about the brewer’s art within its membership and the public at large, through regular meetings and special events, in accordance with its philosophy of informed, mature and responsible enjoyment of homebrewed and commercially brewed beer.

II. Membership: Membership is limited to persons of legal drinking age as defined within the State of New York. Membership shall be on an individual basis only. Any person who wishes to represent a business or other entity may be a member of the Association as herein defined, and may request to have the business name, address and telephone number shown beneath the individual member’s name on the Association’s membership roll. However, the business or other entity shall in no way be considered as a member of the Association, and in the absence of the member representative, no other person shall be entitled to act as that business’s or other entity’s agent.

Each member in good standing is entitled equally to a single vote in all regular business of the Association, including but not limited to decisions regarding monthly meeting business, sponsored events, long-range planning, fiscal affairs, and the election of officers. Membership in good standing is defined as timely payment in full of dues and other assessments. Membership shall be subject to revocation, in the sole discretion of the current officers of the Association, in the event of (i) failure to pay dues timely and in full, or (ii) compromise of the Association’s mission and philosophy as herein stated.

III. Dues: Policies regarding dues and other assessments shall be set by each year’s officers, depending on changing and perceived needs. The Association’s fiscal year runs from September to September, and annual dues are payable no later than the calendar end of September. A member shall be deleted from the membership roll, and membership privileges suspended without notice, if s/he fails to pay dues by the calendar end of September of the current year.

IV. Officers: The officers of the Association shall be known collectively as the Board of Officers. Offices shall be as follows:

1. President
2. Vice-President
3. Secretary
4. Treasurer

V. Nomination and Election of Officers: The President shall not succeed her/himself in the following year. A Nominating Committee, which shall not include standing officers, shall be appointed by the outgoing President for the purpose of nominating candidates for each office at the May meeting prior to elections. The Nominating Committee is charged with the duty of making every effort to nominate more than one individual for each office. In addition, at the May meeting before the Nominating Committee’s recommendations are disclosed, nominations will be taken from the floor.

Officers shall be elected annually at the regular meeting held during the month of June. The officers-elect shall take office on the following July 1st. Each member in good standing in attendance at the June meeting shall have an equal, single vote for each office to be filled. Officers shall be elected by a simple majority vote of the membership in attendance at the June meeting. The outgoing President and Secretary shall act as official tellers of the vote.

VI. Administrative Transition: A joint Board meeting shall be held each June, following elections, comprised of both the outgoing and incoming Board of Officers, to resolve any unfinished business from the previous fiscal year and to facilitate an orderly administrative transition. This shall include, but not be limited to, a report by the outgoing Secretary regarding the current inventory of retail articles, an up-to-date report by the outgoing Treasurer, and the transfer of records and other Association documents to the appropriate incoming officer.

VII. Duties of Officers: The President shall preside at all regular, special, and officers’ meetings, and shall act as the chief executive officer of the Association. S/he shall not vote on Association business except to cast the deciding vote in the event of a deadlock. However, the President shall have a vote on every standing and ad hoc Committee.

The Vice-President, in the absence or incapacity to act of the President, shall preside at regular and special meetings and shall, in that instance, act as the chief executive officer of the Association. S/he shall act as assistant to the President and may be nominated for the office of President for the succeeding year.

The Secretary shall be responsible for taking accurate minutes of each regular and special meeting, and shall undertake all correspondence of the Association, including most particularly the monthly newsletter.

The Treasurer shall be accountable for all Association funds. S/he shall collect all dues, retail sales monies, and event and other incomes, and shall disburse payment for any bills or other obligations incurred by the Association. In addition, the Treasurer shall be responsible for maintaining a current membership roll and preparing membership cards. S/he shall be prepared to give an up-to-date Treasurer’s report at each monthly meeting.

VIII. Officer Vacancies: Any vacancies on the Board of Officers shall be filled by appointment by the President. If the office of President is vacated, the Vice-President shall assume that office and shall then appoint a new Vice-President for the remainder of the term. An officer so appointed shall serve until the next annual election. Any officer appointed to fill a vacancy, or any Vice-President moving up to fill the vacated office of President, may be elected to a succeeding full term in the same office. In the event of concurrent vacancies in all offices, a special election shall be held at the next regular meeting, with nominations taken from the floor. The election shall then proceed as defined under “NOMINATION AND ELECTION OF OFFICERS”, above.

IX. Resignations: Notice of resignation of any officer must be given in writing to the remaining members of the Board of Officers.

X. Removal of Officers: Any member in good standing may call for the removal of any officer at any time. To do so, this member (or members) must state the officer’s alleged improprieties, as set forth in these By-Laws, before a meeting of the membership at which a quorum of not less than a majority is present. After a debate of such charges, a vote of all members present shall be held. An affirmative vote of three-fourths of the membership present will result in the officer’s immediate removal from office. The named officer shall be afforded a hearing at a special meeting of the Association to be scheduled and duly noticed in writing which shall be open to all members.

XI. Budget: In August of each year, the President and Treasurer shall meet to formulate a tentative Budget for the coming fiscal year. This budget must subsequently be approved by the full Board of Officers.

XII. Expense Policy: The Association’s funds shall be maintained by the Treasurer at a local bank selected by the President and Treasurer. Only authorized expenditures, i.e., those approved by the Board, shall be made from the Treasury by check signed by the Treasurer. The Treasurer shall have a standing authorization to pay the following regular expenses without prior approval from the Board: post office box rent fee; fees for hall rental and/or bread and cheese for monthly meetings; and printing and postage for monthly newsletter. A second officer shall be authorized to sign checks in the event of the Treasurer’s absence or incapacity, using a signature card obtained from the Association’s bank. No member shall be paid or reimbursed for travel expenses or for hosting a meeting. Whenever possible, all checks will be made payable directly to vendors.

XIII. Board of Audit: The Treasurer’s books of account shall be audited annually in July by a Board of Audit comprised of the newly elected President and Treasurer, who shall certify in writing as to their accuracy. Should a discrepancy be found, the outgoing Treasurer is obliged to aid in the auditing process.

XIV. Deficits: In the event of a budget deficit, the President shall assemble an Emergency Committee, consisting of the entire Board, one past President, and two members at large to discuss the situation and attempt to correct the deficit. The results of this meeting shall be brought before the membership at the following month’s meeting for appropriate action.

XV. Dissolution: In the event of the Association’s dissolution, the Treasurer shall make every effort to satisfy all accounts payable and other debts from existing funds. All material possessions of the Association, including but not limited to glassware, retail sales items, and library materials, shall be auctioned off to the membership, with the proceeds of such auction used to satisfy the Association’s accounts payable and other debts. Remaining articles shall be divided among the membership as evenly as possible. The current Treasurer shall close out the Association’s bank account but shall maintain the books of account for a period of three years. The current Secretary shall keep all other records for the same period of time. In the case of remaining funds in the Treasury, the President shall assemble an Emergency Committee to select a worthy non-profit educational or civic organization dedicated to the pursuit of zymurgy to whom the Association shall donate its remaining funds.

XVI. Appointed Positions: The President shall have the authority to appoint any member in good standing to the following positions: Publicity Chairperson, Librarian, Judge Training Coordinator, and Experiment Coordinator. S/he may appoint other positions as deemed necessary. If these members are asked to attend a Board meeting, they shall have no vote in Board matters. Past Presidents are welcome at all Board meetings. They shall have no vote in Board matters.

XVII. Committees: The President shall have the authority to appoint a Chairperson for any Committee for which s/he perceives a need. This Chairperson shall then choose her/his own Committee members from among the membership. Every Committee shall include at least one officer. Committees may include Judge Training, Annual Competition, Education and Experiments, and Publicity. Each of such Committees shall have all the authority of the Board of Officers, except that the Board of Officers may not delegate to any such Committee authority which is specifically reserved to the Board in these By-Laws.

XVIII. Annual Events: In keeping with its dedication to the brewer’s art, the Association is mandated by these By-Laws to sponsor and host an Annual Homebrew Competition in the spring of each year which shall be open to the public, to members of the Association, and to other homebrew clubs. Other annual events shall be at the discretion of individual administrations.

XIX. Meetings: At least nine regular meetings of the Association shall be held each year, with the Annual Meeting held during the month of September. Written notice of the date, time, location, and agenda for said meetings shall be timely given to all members. Officers’ meetings, committee meetings, and special meetings shall be held at the discretion of the Board and shall be open or barred to the general membership at the Board’s discretion.

XX. Quorum: Except as otherwise provided in these By-Laws, a quorum for the transaction of business shall be defined as twenty percent (20%) of the entire membership. A quorum of officers shall be defined as a majority of officers present. The presence of two (2) members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee.

XXI. Motions: The term “motion” as used herein refers to a proposal that the Association take certain action, or that it express itself as having certain views. A motion may be made and seconded by any member in good standing at a regular, special or officers’ meeting of the Association at which a quorum is present. When a motion has been made and seconded, the President or chair of the meeting shall immediately state the question, which shall be recorded by the Secretary. The President or chair may rule a motion out of order if said motion conflicts with these By-Laws. Debate on any motion shall be limited to the merits of the immediately pending question, i.e., the last question stated by the chair that is still pending; except that, at the chair’s discretion, the main question may also be open to debate. Motions require for their adoption a majority vote of members present. Once approved, motions shall be publicized in the following month’s newsletter; additionally, the Secretary shall maintain a record of all motions made and their outcome, i.e., whether approved, tabled, or defeated.

XXII. Ratification: These By-laws shall take effect by affirmative vote of three-fourths of the members in good standing present at a regular meeting of the Association. Notification of the date, place and time at which said ratification vote will be held shall be published in advance in the Association’s newsletter.

XXIII. Amendments: Proposed Amendments to these By-Laws shall be submitted in writing to all members present at the regular meeting held just prior to the meeting at which such proposed Amendments are to be voted upon. An affirmative vote of two-thirds of the members present shall be required for ratification.

XXIV. Governing Law and Procedures: These By-Laws shall be governed by the laws of the State of New York. Reference shall be made to Robert’s Rules of Order for general procedures not specifically addressed in these By-Laws.