BYLAWS

BYLAWS
of the

ARKANSAS BREWERS GUILD

As amended and ratified May 2022.

Bylaws of the Arkansas Brewers Guild (formerly Arkansas Brewers Association)

(note, the Arkansas Brewers Association was officially changed to the Arkansas Brewers Guild on April 17, 2009.)

Article 1

  1. The name of this corporation is the Arkansas Brewers Guild, a non-profit Arkansas corporation (the “Guild “)
  1. General Powers: The Guild shall be governed by its duly elected Board of Directors

Article 2

Purposes of Organization

The guild is organized and operated exclusively for non-profit purposes.  

The Guild is organized to:

  1. Promote, in every lawful manner, the common interests of the members of the brewing industry in Arkansas;
  1. Employ agents to collect information of value to members regarding laws, provisions, directives, and orders as may be made by the United States government, the State of Arkansas, and the political subdivisions thereof serving the Guild, and to circulate such information to the members and general public;
  1. Hold membership in other associations, although the Guild shall not be deemed to have approved the action of other associations by such membership, unless the Board of Directors of the Association so approves;
  1. Perform such other acts as may be necessary, in the opinion of the Board of Directors, to carry out the purpose of this Guild.  The Guild shall not fix or set the prices and terms upon which the

Guild members buy and sell beer, limit or control the amounts of beer produced or purchased, boycott customers or suppliers, or allocate markets and customers.

Article 3

Membership: Membership shall be open and available to any individual, partnership or corporation who pays the membership dues as may be established from time to time by the Board of Directors and is actively engaged in the production of beer within the State of Arkansas.  Other categories listed below will have dues as set by the board of directors.  

  1. Regular Member: A brewing organization that brews common brands, names and formulas at a facility in Arkansas in which it owns a majority interest.  If there is more than one brewing organization involved in a brewing facility, the one holding a majority interest is eligible for regular membership.  The member must hold a BATF Brewer notice.  
  1. Brewery in Planning –BIP:  This is a brewery that is in the planning stages but wishes to join the Guild.  A BIP does not have voting privileges. 
  1. Associate/Allied Member: Tradesmen and suppliers doing business with the brewing industry or any individual, partnership or corporation in an allied industry or endeavor may be admitted as a non-voting Associate member.  
  1. Wholesale/Distributor Member: An Arkansas Licensed Distributor of beer or malt beverages in the State of Arkansas. 
  1. Enthusiast Member: Dues paying at the Enthusiast level. Able to participate in committees but not on the Board of Directors. (Amended May 2022)

Resignation or Expulsion: Any Member in good standing may resign from the Guild upon delivery of written notice to the Association before the effective date of the resignation.  The resigning Member is responsible for dues assessed up to the effective date of the resignation. 

Expulsion: A Member may be suspended or expelled from membership by a majority vote of a quorum of the board at any regular or special meeting of the board or  any ethical misconduct as “determined by the Board of Directors.”  This can be for non-payment of dues, fees or for a violation of any provision of these Bylaws or the Code of Conduct as adopted from the Brewer’s Association.

Article 4

Representation and Selection of the Board of Directors 

  1. Voting Rights: For the purposes of voting for the Board of Directors and any other official Guild business each member shall have one vote. Voting by proxy shall not be allowed. 

Only active members or their representatives, in good standing, are entitled to cast votes in matters of the Guild.  All members and trusted employees of brewery members are eligible to serve on committees.  

  1. 2. Nominations for Board of Directors Positions: The Board of Directors may, by a majority vote of its members, designate a Nominating Committee consisting of at least two non-board members and may delegate to such committee the powers and authority to nominate officers and new board members.  The Nominating Committee shall convene at the request of the Board of Directors prior to an election, and shall nominate individuals for any officer and/or at-large member positions of the board up for election by the voting members of the organization prior to date of the election.  The Nominating Committee shall employ reasonable efforts to ensure that candidates represent the geographic and size diversity of the Arkansas Brewers Guild membership.
  1. Election to the Board of Directors: This will be done prior to the annual meeting or as necessary at the request of the board of directors.  Ballots will be sent out with the nominations to all the regular members of the Guild. 

Article 5

Officers and Board of Directors

  1. Officers: The officers of the Corporation shall be President, Vice President, Secretary, Treasurer, and Past President (non-voting ex officio).     
  1. Numbers of Directors: The number of directors of the Guild shall be at least two and no more than eight members representing each of our current regions as well as a general at large representative and a dry county brewery representative. (amended June 15, 2021)
  1. Term of Office: Each director shall serve a term of three years with a single term limit. Members are eligible to run again for the Board after sitting out one term.  In the event that the existing director does not have any nominations to fill the position, some terms may be set by the board for one or two years to allow this transition. (Amended May 2022)

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  1. Meetings: There shall be one annual general membership meeting yearly at a time and place set by the Board of Directors.  Additional meetings of the Board of Directors shall be held from time to time and shall be called by the President of the Board of Directors at the request of any Director
  1. Notice of Meetings: The time and place of each meeting of the Board of Directors shall be fixed by the President of the Board of Directors, and notice of the time and place of such meeting shall be delivered personally or mailed to each member of the Board of Directors at least one week prior to the date of each meeting. 
  1. Quorum and Vote: A quorum for transaction of business at a meeting of the Board of Directors shall be a majority of the Board of Directors. (50%+1)
  1. Removal from Office: A member of the Board of Directors may be removed from the board by a two-thirds majority vote of all current board members for a violation of the Bylaws, for engaging in conduct prejudicial to the interests of the organization, for failing to meet the responsibilities of an elected office or obligation, for failing to maintain individual membership in the organization, or for two absences from meetings of the Board of Directors.  Such removal may occur only if the member involved is provided written notice and permitted time and the means to reply.  (Amended May 2022)

Article 6

Amendments

Section 1 The bylaws may be altered, amended or repealed and new bylaws may be adopted by a two thirds vote of the full Board of Directors with written notice that includes a 14 day discussion/comment period prior to the vote.  (Amended May 2022)

Section 2. Use of the Seal (if created) or other logos created by the Guild

will be subject to qualifications deemed appropriate by the Board of Directors. Specific permission is required when using such seals or logos.

The logo is a certification mark confirming the member has a valid TTB Brewer’s Notice or is an enthusiast, retail, or allied trade member in good standing. (Amended May 2022)

Article 7

Committees

Section 1: Executive Committee – The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of the officers of the corporation and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted by provisions of the law.  By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated.  The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.  

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Section 2: Finance Committee. The Board of Directors may, by a majority vote of its members, designate a Finance Committee consisting of at least two board members and may delegate to such a committee the powers and authority of the board in monitoring and maintaining the finances of the corporation, to the extent permitted by the provisions of law.  The Finance Committee’s responsibility shall be to monitor the financial systems of the corporation and to report to the Board at each board meeting the financial status of the corporation.  

  1. Nominating Committee: (as Stated in Article 4 Section 2) 

Nominations for Board of Directors Positions: The Board of Directors may, by a majority vote of its members, designate a Nominating Committee consisting of at least two non-board members and may delegate to such committee the powers and authority to nominate officers and new board members.  The Nominating Committee shall convene at the request of the Board of Directors prior to an election, and shall nominate individuals for any officer and/or at-large member positions of the board up for election by the voting members of the organization prior to date of the election.  The Nominating Committee shall employ reasonable efforts to ensure that candidates represent the geographic and size diversity of the Arkansas Brewers Guild membership.

Section 4: The Board may create committees as needed, such as fundraising,

technical, finance, etc. The Board President appoints all committee chairs. 

Article 8

Dues/Membership Fees/ Billings

Section 1.  Annual.  Dues/Membership fees of members of the Association

shall be paid annually in such amounts and on such terms as determined

from time to time by the Board of Directors.  

Section 2.  Arrears.  Members who fail to pay their dues within 30 days of the initial billing shall be notified in writing.  If payment is not made within 60 days of the initial billing, that member shall receive an ‘intent of termination’ notice and lose the privilege of voting.   If payment is not received within 90 days of initial billing, that member will be dropped from the rolls and thereupon forfeit all rights and privileges of membership.  The terminated member is responsible for dues assessed up to the effective date of termination. 

The Board of Directors may by rule prescribe procedures for extending

the timely payment of dues and continuation of membership privileges upon

request of a member for good cause shown.

Section 3. Appropriation of Funds. All checks, drafts, notes etc., shall be signed and executed on behalf of the Corporation by an authorized agent of the Corporation .

Section 4. General Sources of Funds.  All the income from dues, assessments, gifts, or gain from the operation of the Guild shall be for the sole use of the Guild, and no division thereof shall, at any time, be made to any member, except in reasonable payment of services rendered by any member to the Guild, at the request of the Board of Directors.

Article 9

Dissolution.  This Corporation may be dissolved at any time by a two-thirds vote of the full Board of Directors for a Dissolution Resolution, which must be in accordance with the applicable laws and statutes of the State of Arkansas.  

ADOPTED this 11th Day of May 2022.

___________________________   President of the Board of Directors

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