BREWERS UNITED FOR REAL POTABLES
A Virginia Non-Stock Corporation
Date of Adoption: August 2000
Amended at Adoption (Elected Board of Directors Change)
Amended March 2010 (Corporate Name Change)
Amended September 2010 (Elected Board of Directors Change)
Amended December 2014 (Annual Meetings Change)
ARTICLE I – OFFICES
Section 1. Registered Office. The address of the registered office of the Corporation is 2106 Twin Mill Lane, Oakton, VA 22124. The registered office need not be identical with the principal office of the Corporation and may be changed from time to time by the Board of Directors.
Section 2. Other Offices. The Corporation’s principal office shall be at 2106 Twin Mill Lane, Oakton, VA 22124 or at such other place within or without Virginia as the Board of Directors may from time to time determine. The Corporation may have its principal office and other offices at such other places within and without Virginia as the Board of Directors may from time to time determine or the business of the Corporation requires.
Section 3. Registered Agents. The Corporation shall maintain a registered agent and registered office at each jurisdiction in which it conducts business.
Section 4. Trade Name. The Corporation is incorporating the Members and assets of Brewers United for Real Potables, an unincorporated association established in 1981. The Corporation shall conduct the majority of its business under the name of “Brewers United for Real Potables” and shall register “Brewers United for Real Potables” as its trade name in accordance with the laws of Virginia.
ARTICLE II – MEETINGS OF MEMBERS
Section 1. Definitions. The Corporation shall have one or more classes of Members as set forth in these Bylaws, in accordance with its Articles of Incorporation. New classes of Members may be created by the Board of Directors, or classes may be abolished by the Board of Directors by amending these Bylaws.
Section 2. Voting Members. Voting Members are the only Members who have the right to vote for the election of Directors. Voting Members are natural persons who have either paid their Membership dues to the Corporation or been designated as lifetime honorary Members and who have not been expelled.
Section 3. Non-Voting Members. Non-voting Members shall be natural persons and other entities who have not been designated as lifetime honorary Members and who have not paid their dues to the Corporation, but who, for any reason determined by the Minister of Membeersip, receive the Corporation’s newsletter. Non-voting Members shall have no right to vote on any matter, including, but not limited to, election of Directors, amendment of Articles of Incorporation, amendment of these bylaws, or dissolution of the Corporation.
Section 4. Expulsion of Members. Members shall have their status as Members terminated for failure to pay dues, which termination shall be accomplished routinely by the Minister of Membeersip. In addition, Members may have their Membership status terminated for engaging in a course of conduct which interferes with the Corporation’s ability to conduct formal or informal meetings in an orderly or law-abiding fashion. Examples of such conduct include, but are not limited to: physical attacks upon other Members, sexual harassment of other Members, verbal abuse of other Members that causes extreme discomfort among Members present, insistence upon driving home from meetings while clearly intoxicated or physical destruction of host’s facilities. Expulsion should be considered only when the member’s continued presence would be detrimental to the Corporation as a whole. As an example, a member who initiated physical fights at meetings would be a candidate for expulsion, because his or her presence would greatly interfere with other Members’ ability to enjoy meetings.
It shall be the duty of the Fearless Leader, or if the Fearless Leader is unable to act, of the Minister of Prosperity, to investigate incidents which might call for expulsion of a member and to report such findings to the Board of Directors at a special meeting called for the purpose of considering expulsion of a member. A unanimous vote of all disinterested Directors present shall be required for expulsion. For this limited purpose, a disinterested director unable to attend a meeting shall be permitted to submit a written vote.
Section 5. Place of Meetings. All meetings of the voting Members for the election of Directors shall be held at the registered office of the Corporation in Virginia or at such other place either within or without Virginia as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of the voting Members for any other purpose may be held at such time and place, within or without Virginia, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 6. Annual Meetings. Annual meetings of the Members, including both voting Members and non-voting Members, shall be held during the month of December, or at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meetings, they shall hear an annual report by the Board of Directors, and the voting Members shall elect Directors. If there are no contested offices (i.e., only one candidate or set of candidates for each office), the election shall be conducted during the meeting by way of a simple voice vote (yes or no for all candidates). If there are contested offices, the election shall be by formal ballot, and this shall be specifically stated in the notice of the meeting. The formal vote may be conducted at the meeting using a paper ballot, by mail, or electronically via the Internet.
Section 7. Notice of Annual Meetings. Written or electronic notice of the annual meeting stating the place, date and hour of the meeting shall be given to each Member not less than ten nor more than sixty days before the date of the meeting. The notice may be given to Members as part of a newsletter, provided that the newsletter is mailed so that it will arrive during the prescribed period.
Section 8. Special Meetings. Special meetings of the voting Members, for any purpose or purposes, unless otherwise restricted by statute or by the Articles of Incorporation, may be called by the Fearless Leader or a majority of the Board of Directors and shall be called by the Fearless Leader or Minister of Propaganda at the request in writing of no fewer than twenty percent of the voting Members. Such request shall state the purpose or purposes of the proposed meeting. The Fearless Leader shall not fix upon a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting.
Section 9. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each member entitled to vote at such meeting.
Section 10. Record Date. For the purposes of determining who is entitled to vote at a meeting and who must receive notice of a meeting, the Minister of Membeersip shall compile a membership list which is accurate as of a record date which is seventy (70) days before the date of the meeting.
Section 11. Subject of Special Meetings. Business transacted at any special meeting of the voting Members shall be limited to the purposes stated in the notice.
Section 12. Quorum; Adjournment of Meetings. Ten percent of the voting Members shall constitute a quorum for all meetings of the Members for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members who are present in person shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member entitled to vote at the meeting. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Section 13. Voting Each voting member shall have one vote. Voting shall be permitted by proxy, but in the case of the election of a member of the Board of Directors, a voting member shall be permitted to cast its vote by mailed ballot, which must be received by the Fearless Leader no later than the beginning of the meeting of the Members in which the director is to be elected. Such absentee ballot shall consist of: A piece of paper indicating the person for whom the member is voting, enclosed inside a sealed envelope, which shall contain no exterior markings, which is in turn enclosed inside a sealed envelope which shall be signed on its exterior by the voting member and indicate that it contains an absentee ballot. The Judge of Elections shall confirm that the person submitting an absentee ballot is a voting member and shall then open the outer envelope and place the sealed, unmarked envelope in the ballot box.
Section 14. Judges of Elections. The Board of Directors may appoint Judges of Election to serve at any election of Directors and at voting on any other matter that may properly come before a meeting of the Members. The Judges of Election shall decide all questions regarding the qualifications of voters, the validity of proxies and the acceptance or rejection of votes. If no such appointment shall be made, or if any of the Judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the Fearless Leader, or, in his or her absence, the Minister of Prosperity.
Section 15. Chairman; Conduct of Meetings. The meetings of the Members shall be presided over by the Fearless Leader, or if he or she is not present, by the Minister of Prosperity. The Minister of Propaganda, if present, shall act as Secretary of such meetings, or if he or she is not present, an Assistant Minister of Propaganda shall so act. If neither the Minister of Propaganda nor an Assistant Minister of Propaganda is present, then a Secretary for the meeting shall be appointed by the Chairman. The Chairman of any meeting of the Members shall determine the order of business and shall use parliamentary procedure at the meeting. The Chairman may propose or second a motion. Unless the Chairman of the meeting of the Members shall otherwise determine, the order of business shall be as follows:
(a) Calling of meeting to order.
(b) Appointment of a Secretary if necessary.
(c) Presentation of proof of the due calling of the
(d) Determination of a quorum.
(e) Reading and settlement of the minutes of the
(f) Reports of officers and committees.
(g) The election of Directors if at an annual meeting,
or a meeting called for that purpose.
(h) Unfinished business.
(i) New business.
Section 16. Other Meetings. Notwithstanding the above, the Corporation may have other meetings of the Members which are conducted for social and educational purposes. Such meetings shall not be considered formal meetings such as the Annual Meeting or Special Meetings, and the rules set forth above in Sections 1 through 15 shall apply only to the Annual Meeting or Special Meetings which are called in accordance with the procedures set forth above. Other meetings shall take place on such dates as are announced in the Corporation’s newsletter, and formal affairs of the Corporation shall not take place at such other meetings.
ARTICLE III – DIRECTORS
Section l. Number; Term of Office. The terms Director, Officer and Minister refer to different responsibilities for the same elected positions. The number of classes of Directors which shall constitute the whole board shall be six, which number may be increased or decreased by the Board of Directors or by the Members by amending these bylaws, but shall not be less than three. Any reduction of the number of Directors shall only take effect at the expiration of the terms of the Directors. The Directors shall be elected at the annual meeting of the Members by the voting Members. Nominations for Directors shall ordinarily be required no later than ten days prior to the election, but write-in votes shall be permitted.
The classes of Directors may be expanded or contracted, but as of the adoption of these bylaws are as follows:
1. Fearless Leader
2. Minister of Propaganda
3. Minister of Prosperity
4. Minister of Culture
5. Minister of Enlightenment
6. Minister of Membeersip
Two or more persons may run as a team for one Directorship, but will have a single vote at Board of Directors meetings. Members shall cast one vote for each category of Director.
Each Director shall continue to serve until his or her replacement has been duly selected.
Section 2. Vacancies; Increases in Number of Directors. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a vote of the majority of the Directors then in office, though less than a quorum, or by a sole remaining director, and the Directors so chosen shall hold office until the next annual meeting of the Members and until their successors are duly elected and qualified. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.
Section 3. Powers. The business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the Members.
Section 4. Tie-Breaking Vote. In the event that the Board of Directors is deadlocked on any matter requiring a majority vote, there shall be no action taken.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without Virginia.
Section 6. First Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be mutually determined, but shall take place no later than one month after the annual meeting of the Members, and held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the Directors.
Section 7. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 8. Special Meetings. Special meetings of the board may be called by the Chairman on ten days’ notice to each director. Special meetings shall be called by the Chairman or Secretary in like manner and on like notice upon the written request of two Directors.
Section 9. Quorum. At all meetings of the board a majority of the Directors in office shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 10. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all Members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Section 11. Telephone Conference Meeting. Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of telephone or any other form of communications equipment whereby all such persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute presence in person at such meeting.
Section 12. Proxies. A director is obligated to exercise his or her business judgment on behalf of the Corporation. Directors who will not be able to attend a meeting may not send proxies, and may not send a substitute and may not request that another director cast his or her vote. Directors who will not be able to attend a meeting may send a written statement about any matter on the meeting agenda, which statement shall be circulated among all Directors in attendance and considered before a vote is cast.
Section 13. Conflicts of Interest. Directors and, in the case of a tie, the Fearless Leader, shall abstain from voting on matters in which they have a conflict of interest. Directors shall disclose such conflict. The existence of such conflict shall not prevent the Corporation from signing any contract or engaging in any undertaking if, after being informed of the conflict, the majority of Directors unaffected by the conflict approve of the contract or undertaking.
COMMITTEES OF DIRECTORS
Section 14. Committees; Designation; Power; Procedures. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more persons. The board may designate one or more persons as alternative Members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or Members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at any meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 15. Committees; Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
Section 16. Compensation. The Board of Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed similar compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 17. Removal. At any special meeting of the Members, the voting Members, duly called as provided in these bylaws, may, by a majority vote of voting Members, remove a director from office, either with or without cause. At such meeting a successor or successors may be elected, or if any such vacancy is not so filled it may be filled by the Directors.
ARTICLE IV – NOTICES
Section l. Form. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, notice is required to be given to any director or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or member at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Members and Directors may also be given in person, by express mail, electronic mail, telephone, telegram, facsimile, or by similar means.
Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE V – OFFICERS
Section 1. Titles. The elected officers of the Corporation shall be a Fearless Leader, Minister of Propaganda, Minister of Prosperity, Minister of Culture, Minister of Enlightenment, and Minister of Membeersip. The offices of Fearless Leader and Minister of Propaganda shall not be held by the same person. Subject to this limitation, any number of offices may be held by the same person, unless the Articles of Incorporation or these bylaws otherwise provide. Officers need not be Directors or Members.
Section 2. Additional Officers and Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 3. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. When fixing salaries, the Board of Directors shall consider the non-profit nature of the Corporation’s business, and shall fix reasonable compensation for services rendered.
Section 4. Term of Office; Removal. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
THE FEARLESS LEADER
Section 5. Powers and Duties of the Fearless Leader. The Fearless Leader shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Members and shall attend and chair meetings of the Board of Directors. The Fearless Leader shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Fearless Leader shall deliver a copy of these Bylaws to all incoming Directors.
Section 6. Signatory Authority of the Fearless Leader. The Fearless Leader shall, upon prior approval of the Board of Directors execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
THE MINISTER OF PROPAGANDA
Section 7. Powers and Duties of the Minister of Propaganda. The Minister of Propaganda shall serve as Secretary of the Corporation and shall attend all meetings of the Board of Directors and all annual meetings of the Members and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Fearless Leader, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the Corporation and he or she, or an assistant Minister of Propaganda, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Minister of Propaganda shall also be responsible for all corporate communications, including editing and publishing the corporate newsletter, management of the corporate li-beery, and all aspects of the Corporation’s public presence on the Internet.
Section 8. Powers and Duties of the Assistant Minister of Propaganda. The assistant Minister of Propaganda, or if there be more than one, the assistant Ministers of Propaganda in the order determined by the Board of Directors (of if there be no such determination, then in the order of their selection), shall, in the absence of the Minister of Propaganda or in the event of his or her inability to act, perform the duties and exercise the powers of the Minister of Propaganda and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
THE MINISTER OF PROSPERITY
Section 9. Powers and Duties of the Minister of Prosperity. The Minister of Prosperity shall serve as Treasurer of the Corporation and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
Section 10. Additional Duties of the Minister of Prosperity. The Minister of Prosperity shall pay all usual and customary bills of the Corporation, and shall further disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Fearless Leader and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Minister of Prosperity and of the financial condition of the Corporation.
Section 11. Powers and Duties of the Assistant Minister of Prosperity. The assistant Minister of Prosperity, or if there shall be more than one, the assistant Ministers of Prosperity, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their selection), shall, in the absence of the Minister of Prosperity or in the event of his or her inability to act, perform the duties and exercise the powers of the Minister of Prosperity and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
ARTICLE VI – CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section l. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidences 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.
Section 3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Minister of Prosperity or Assistant Minister of Prosperity.
Section 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 banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII – GENERAL PROVISIONS
Section 1. Indemnification. The Corporation shall indemnify and limit the liability of its Directors and officers as set forth in its Articles of Incorporation.
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on December 31.
Section 3. Corporate Seal. The corporate seal, if one is ordered by the Board of Directors, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Virginia”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII – AMENDMENTS
These bylaws may be altered, amended or repealed or new bylaws may be adopted by the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws is contained in the notice of such special meeting.