Bylaws of
Carolina BrewMasters, Inc.
SECTION 1
GENERAL PROVISIONS
1.1. Principal Office. The principal office of the corporation shall be located in such county and state as determined by the board of directors
1.2. Registered office. The registered office of the corporation required by law to be maintained in the state of North Carolina shall be located in Mecklenburg County, North Carolina at such address as selected by the board of directors.
1.3. Other Offices. The corporation may have offices at such other places within or without the state of North Carolina as the board of directors may from time to time determine or as the affairs of the corporation may require.
1.4. Seal. The seal of the corporation shall contain the name of the corporation, the word “SEAL” and such other words and figures as desired by the board of directors. When obtained, said seal shall be impressed in the margin of this section of the Bylaws.
1.5. Fiscal Year. The fiscal year of the corporation shall be as determined by the board of directors. Said fiscal year may be changed by resolution adopted by the board of directors.
1.6. Notification. As used herein, any reference to notification by mail shall be deemed to include notification by email.
1.7. Purpose. The Corporation shall be a non-profit, informational organization to promote the brewing of beer in the home for personal consumption, and to educate its members in the art and science of brewing techniques, tasting and judging beer by sharing knowledge from experienced homebrewers. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer of the Corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, and no member, trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office. Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to one or more nonprofit associations.
SECTION 2
MEETINGS OF MEMBERS
2.1. The Board of Directors shall promulgate such rules and regulations for Members as the Board deems important in furtherance of the Corporation’s purposes. Each Member must be of legal age to consume alcoholic beverages in North Carolina, and shall meet any other requirements of the Board. Each Member must pay annual dues as decided by the Board on or before January 1 of each year. Any dues unpaid by March of each year shall be dropped from the Membership roles and shall be ineligible to participate in Membership activities. At the Board’s discretion, any such Member may be reinstated upon payment of annual dues.
2.2. Participation in the activities of the Corporation and its Members is voluntary and may include the consumption of alcoholic beverages. Each person is responsible for his/her conduct, behavior and actions. The Corporation will not accept responsibility for its individual Member’s actions while under the influence of alcohol.
2.3. Place of Meetings. All meetings of Members shall be held at such place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the Board of Directors.
2.4. Annual Meetings. The annual meetings of Members shall be held in December of each year, on or before the 20th day of that month, for the purpose of electing Officers and appointing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting.
2.5. Substitute Annual Meetings. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Sections 2.4 and 2.5. A meeting so called shall be designated and treated for all purposes as the annual meeting.
2.6. Special Meetings. Special meetings of the Members may be called at any time by the president, secretary or board of directors of the corporation or by any Member pursuant to the written request of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue to be considered at the proposed special meeting. Such written request must describe the purpose for which the special meeting is to be held, be signed and dated and delivered to the corporation’s secretary.
2.7. Notice of Meetings. Written or oral notice stating the date, time and place of the meting shall be delivered no fewer than ten nor more than sixty days before the date of any Members’ meeting, either personally or by mail in the case of written notice, by or at the direction of the president to each Member entitled to vote on any matter at such meeting. Notice shall be given to all Members, including those not entitled to vote on any matter at a meeting, of any meeting at which a merger, exchange or sale of assets other than in the regular course of business or voluntary dissolution is to be considered, or any other action is to be considered which requires notice, under the provisions of the North Carolina Nonprofit Corporation Act (hereinafter “the Act”) or the corporation’s articles of incorporation, to Members who are not entitled to vote on any matter at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the Member at his or her address as it appears on the record of Members of the corporation with postage thereon prepaid. Oral notice is effective when actually communicated to the person entitled thereto.
In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called, but, in the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted at such meeting unless such a statement is required by the provisions of the Act.
If a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are Members as of the new record date.
Waiver of Notice. Any Member may waive the necessity of formal notice to him or her by signing a written waiver either before or after the meeting and upon execution of a waiver, the Member shall not be entitled thereafter to object to the meeting because of lack of notice thereof. Such waiver must be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
A Member’s attendance, in person or by proxy, at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the Member or his proxy objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member or his or her proxy objects to considering the matter before it is voted upon.
2.8. Members’ List for Meeting. The secretary of the corporation shall prepare an alphabetical list of the names of all its Members who are entitled to notice of the Members’ meeting.
The Members’ list shall be available for inspection by any Member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A Member, or his or her agent or attorney, shall be entitled on written demand to inspect and, subject to the requirements or the Act, to copy the list, during regular business hours and at the expense of the Member, during the period it is available for inspection.
The corporation shall make the Members’ list available at the meeting, and any Member, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof.
2.9. Voting Entitlement of Members. Unless the articles of incorporation provide otherwise, each Member shall be entitled to one vote on each matter voted on at a Members’ meeting.
2.10. Proxies. A Member may vote in person or may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by the Member’s attorney-in-fact. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.
2.11. Acceptance of Member Votes. If the name assigned on a vote, consent, waiver or proxy appointment corresponds to the name of a Member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the Member. The Member is the person in whose name the membeship is registered in the records of the corporation.
The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the Member.
2.12. Quorum and Voting Requirements for Members. Twenty per cent (20%) of the votes entitled to be cast on a matter constitutes a quorum of the members for action on that matter. In the absence of a quorum at the opening of any meeting of Members, such meeting may be adjourned from time to time by the vote of the majority of the Members present on the motion to adjourn.
Once a Member is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment thereof unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter is approved if the votes cast are a majority of the votes of the Members present at the meeting, unless a greater number of affirmative votes is required by the articles of incorporation or a bylaw adopted by the Members, or by the Act.
2.13. Voting Inspectors. The board of directors, in advance of any action being taken at any meeting of Members, may appoint one or three voting inspectors to act at any such meeting or adjournment thereof and, in the absence of such appointment, the person presiding at the meeting may and shall, if so requested by any Member or proxy, make such appointment. Any vacancy, whether from refusal to act or otherwise, may be filled by appointment of the person presiding. If there are three inspectors, the decision or certificate or any two shall be effective as the act of all.
The voting inspectors shall determine the number of Members outstanding, the voting power of each, the votes represented at the meeting, the existence of a quorum with respect to each matter, the authenticity, validity and effect of appointments of proxies, receive votes, ballots, assents or consents, hear and determine all challenges and questions in any way arising in connection with the vote, count and tabulate all votes, assents and consents, determine and announce the result and do such acts as may be proper to conduct the election of vote with fairness to all Members.
2.14. Informal Action by Members. After due notice to all Members, action required or permitted to be taken at a Members’ meeting may be taken without a meeting if the action is taken by twenty percent (20%) of the Members entitled to vote on the action. The action must be evidenced by one or more written consents signed by twenty percent (20%) of the Members before or after such action describing the action taken and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
If not otherwise fixed as is herein provided, the record date for determining Members entitled to take action without a meeting is the date the first Member signs the consent to action without a meeting. A consent signed under this Section has the effect of a meeting vote.
SECTION 3
BOARD OF DIRECTORS
3.1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of the board of directors, or, to the extent permitted under the Act, by such committees as the board may establish pursuant to these bylaws or pursuant to the Act.
3.2. Number, Term and Qualification. The board of directors shall be composed of five directors. The number constituting the initial board of directors shall be five (5). Thereafter, the number of directors may be increased or decreased by resolution duly adopted by the board of directors. The terms of the initial directors of the corporation expire at the first Members’ meeting at which directors are appointed. The terms of all other directors expire at the next annual Members’ meeting following their election, unless their terms are staggered in accordance with these bylaws and provisions of the Act. Despite the expiration of a director’s term, he or she may continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors. Each director shall hold office until his or her death, resignation, retirement, removal, disqualification or his or her successor is elected and qualifies. Directors need not be residents of the State of North Carolina. [December 2011 members voted to define the Treasurer’s term at three years, with one year mentoring the next elected Treasurer. We need updated bylaws with that official language.]
3.3. Election of Directors. All Directors shall be Members in good standing at the time they are appointed to the Board. The Members shall elect the Officers of the Corporation as hereinafter provided, and the following Officers and Members shall thereupon be appointed to the Board of Directors without further action: the current President (who shall also be the Chairman of the Board of Directors); the current Treasurer; the past two Presidents who are active with the Corporation; and the longest active Member.
3.4. Removal. Directors may be removed from office at any time, with or without cause, by a vote of Members, if the number of votes cast for the removal of any director exceeds the number of votes cast against the removal of the director. If any directors are so removed, new directors may be elected by the Members at the same meeting.
A director may not be removed by the Members at a meeting unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.
3.5. Vacancies. A vacancy occurring in the board of directors may be filled by a majority vote of the Members attending a duly constituted meeting. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, if any.
3.6. Chairman. The Chairman shall preside at all Board of Directors meetings.
SECTION 4
MEETINGS OF DIRECTORS
4.1. Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of Members. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.
4.2. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. Such meetings may be held either within or without the State of North Carolina.
4.3. Notice of Meetings. Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least two days before the meeting, give notice thereof, either written or oral, by any usual means of communication, e.g., letter, telephone, facsimile, telegram, direct personal contact, etc. In the case of a letter, it shall be deemed received two days after mailing of same, in the case of a telegram or facsimile, one day after placing the same. Oral notice is effective when actually communicated to the person entitled thereto. Such notice need not specify the purpose for which the meeting is called.
4.4. Waiver of Notice. A director may waive any required notice before or after the date and time of the meeting as stated in the notice. Except in the case of a director’s attendance at the meeting, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
4.5. Quorum. Subject to the quorum requirement for certain amendments to the bylaws stated in Section 4.6, and except as otherwise provided in these bylaws, a majority of the number of directors prescribed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors, or if no number is so prescribed, the number of directors in office immediately before the meeting begins shall constitute a quorum.
4.6. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors except as hereafter provided or as otherwise provided in these bylaws:
(a) The vote of a majority of the number of directors in office when the action is taken shall be required to adopt a resolution instituting any committee of the board of directors and appointing any members to the committee.
(b) The vote of a majority of the number of directors in office when the action is taken shall be required to adopt a bylaw, or to amend or repeal a bylaw adopted by the board of directors, that fixes a greater quorum or voting requirement for the board of directors; and such a bylaw may not itself be amended or repealed by a quorum or vote of the directors less than the quorum or vote therein prescribed (or prescribed by the Members in the bylaw was adopted by the Members and the bylaw provides that it may be amended or repealed by the board of directors).
4.7. Informal Action by Directors. Action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken and included in the minutes or filed with the corporate records. Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section has the effect of a meeting vote.
4.8. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or a committee of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting, or his or her dissent or abstention from the action taken is entered in the minutes of the meeting, or he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
4.9. Committees of the Board. The board of directors may create an executive committee and other committees of the board and appoint members of the board of directors to serve on them. The creation of a committee of the board and appointment of the members to it must be approved by a majority of the number of directors in office when the action is taken. Each committee of the board must have two or more members and, to the extent authorized by law and specified by the board of directors, shall have and may exercise all of the authority of the board of directors in the management of the corporation. Each committee member serves at the pleasure of the board of directors. The provisions in these bylaws governing meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the board of directors apply to committees of the board established under this Section.
SECTION 5
OFFICERS
5.1. Number. The officers of the corporation shall consist of a president and a secretary/treasurer, and may include one or more vice presidents. Any two or more offices may be held by the same person but no officer may act in more than one capacity where action of two or more officers is required. Additionally, unless changed or eliminated by the Board of Directors, the following special vice presidents shall be elected by the Members: Vice President, Minister of Oktoberfest; Vice President, Minister of Social Activities; Vice President, Minister of Recruitment; Vice President, Minister of Competitions; and Vice President, Minister of Education.
5.2. Election and Term. The officers of the corporation shall be elected annually by the Members. Such elections shall be held at the annual meeting of the Members. Each officer shall hold office for one year, or until his or her death, resignation, retirement, removal, disqualification or his or her successor is appointed.
5.3. Removal. The Members may remove any officer at any time with or without cause. An officer’s removal does not itself affect the officer’s contract rights, if any, with the corporation.
5.4. Compensation. The compensation of all officers of the corporation shall be fixed by the board of directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation is authorized by the board of directors.
5.5. President. The president shall be the Chairman of the Board and the principal executive officer of the corporation and, subject to the direction and control or the board of directors, shall supervise and control the management of the corporation in accordance with these bylaws. He or she shall, with any other proper officer when present, preside at all meetings of Members and directors. He or she shall sign, with any other proper officer any deeds, mortgages, bonds, contracts or other instrument which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed or executed and except where the signing and execution thereof shall be delegated by the board of directors to some other officer or agent and, in general, he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
5.6. Vice Presidents. The vice president, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of that office. In addition, he shall perform such duties and have such other powers as the board of directors shall prescribe.
The vice presidents shall in addition perform such duties and have such other powers as the board of directors or these Bylaws shall prescribe.
5.7. Secretary/Treasurer. The secretary/treasurer shall maintain and authenticate the records of the acts and proceedings of all meetings of Members and directors. He or she shall give all notices required by law and by these bylaws. He or she shall have general charge of the corporate books and records and of the corporate seal, and he or she shall affix the corporate seal to any lawfully executed instrument requiring it. He or she shall have general charge of the stock transfer books of the corporation and shall keep at the registered office and the principal office of the corporation a record of Members showing the name and address of each Member. He or she shall sign such instruments as may require his or her signature and , in general, shall perform all duties incident to the office of secretary and such other duties as may be assigned him or her from time to time by the president or by the board of directors. The secretary/treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit and disburse the same under the direction of the board of directors. He or she shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; and he or she shall cause true financial statements to be prepared as of the close of each fiscal year, including a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year unless that information appears elsewhere in the financial statements. Such financial statements shall be filed at the principal office of the corporation within 120 days after the end of such fiscal year. The financial statements so filed shall be kept for a period of three years; and the treasurer shall mail the annual financial statements, or a written notice of their availability, to each Member within 120 days after the close of each fiscal year. Thereafter, upon written request from a Member who was not mailed the financial statements, the treasurer shall mail him or her the latest financial statements. The treasurer shall, in general, perform all duties incident to his or her office and such other duties as may be assigned to him or her from time to time by the president or by the board of directors.
SECTION 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1. Contracts. The board of directors may authorize any officer of officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
6.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
6.3. Check and Drafts. All checks, drafts or other orders for payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
6.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the board of directors shall direct.
SECTION 7
AMENDMENTS
7.1. Directors’ Powers. The board of directors have exclusive and complete authority to amend or repeal these bylaws and the Articles of Incorporation.
7.2. Continuance of Powers. The authority granted to the board of directors in this Section shall remain in full force and effect until such time as this Section is amended, altered or revoked by resolution duly adopted by the board of directors.
SECTION 8
NORTH CAROLINA LAW
8.1. Interpretation. All controversies pertaining to the interpretation and execution of the foregoing bylaws shall be interpreted under the then applicable provisions of the Act and other applicable laws of the State of North Carolina germane thereto.
SECTION 9
EFFECTIVE DATE
9.1. Effective Date. The effective date of the foregoing bylaws shall be the date of the initial Organizational Meeting of the Corporation.
9.2. Approval. The foregoing bylaws were unanimously approved by the board of directors by resolution duly adopted on the foregoing effective date.
