PALE HOMEBREW CLUB
BY-LAWS AND CHARTER
This document is the complete By-Laws and Charter of the PALE HOMEBREW CLUB as approved by the Board of Directors on this 17th Day of May, 2013.
The signed version of this document is on file with the PALE Homebrew Club Secretary.
Contents
ARTICLE II – RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1 – HOLD HARMLESS RESPONSIBILITY FOR ACTIONS
SECTION 1. MEMBERSHIP POLICIES
G. SUSPENSION AND EXPULSION FOR CAUSE
SECTION 2. MEMBERSHIP ORGANIZATION
E. ELECTION OF CLUB OFFICERS AND CLUB CHAIRS
ARTICLE VI – BY-LAWS ACCEPTANCE
SECTION 2 – AMENDMENTS OR CHANGES.
ARTICLE VII – PALE HOMEBREW CLUB RULES OF CONDUCT
Aricle X: APPENDIX
ARTICLE I – PURPOSE
SECTION 1 – NAME AND LOCATION
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The name of this corporation, which is a nonprofit corporation organized under the Nonprofit Corporation Act of the State of ILLINOIS, is PALE HOMEBREW CLUB; hereinafter referred to as “PALE Homebrew Club”, “PALE”, or “The Club”.
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The principal office of this Corporation shall be situated in the State of ILLINOIS at such specific location as the Board of Directors shall determine from time to time. The Corporation may also have such other offices as the Board of Directors determines from time to time.
SECTION 2 – PURPOSE
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The PALE Homebrew Club is organized and operated exclusively as a social club for the pleasure and recreation of its members within the meaning of §501(c)(7) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future States internal revenue law.
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The mission of the PALE Homebrew Club is to explore, promote and educate the club members, as well as the masses about the homebrewing hobby. We aim to promote awareness and appreciation of the quality and variety of home brewed beers and meads through education, research, and the collection and dissemination of information. The consumption of samples allow for examination of the various styles of home brewed beverages for the purposes of competition, evaluation, feedback and problem solving.
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As a corporation that is to function as a §501(c)(7) social club, as defined in Section 1-3.24 of the Illinois “Liquor Control Act” of 1934, the PALE Homebrew Club states that it will comply with the State and local laws and ordinances relating to alcoholic liquors.
SECTION 3 – GOALS
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To engage in social activities focused on home brewing and/or craft beer as a common foundation.
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To learn more about beer, beer evaluation, and brewing techniques.
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To promote the hobby and enjoyment of home brewing.
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To promote the responsible use and enjoyment of alcoholic beverages.
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To educate others of the methods of craft beer and of craft brewers.
SECTION 4 – AFFILIATIONS
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The PALE Homebrew Club is an American Homebrewer’s Association affiliated club.
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The PALE Homebrew Club holds competitions and/or competes using the guidelines for brewing and judging styles of beer and mead as outlined by the Beer Judging Certificate Program (BJCP).
ARTICLE II – RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1 – HOLD HARMLESS RESPONSIBILITY FOR ACTIONS
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Each member’s participation in the PALE Homebrew Club is strictly voluntary. Each member realizes that participation in PALE Homebrew Club activities may involve the consumption of alcoholic beverages, which may affect perception and reactions. All members shall be responsible for their own conduct and actions as well as those of their guests. Each member and guests of members accept sole responsibility and all liability for their conduct behavior and actions. Each member and guests of members also agree to indemnify and hold harmless the PALE Homebrew Club, its Officers, its members and any business (including owners, staff and patrons) where meetings or club gatherings are held from any and all claims or liability whatsoever resulting from actions of PALE Homebrew Club, its members and guests of members. Through membership in the PALE Homebrew Club, each member agrees to and is bound by this article and the attached Hold Harmless Release Agreement incorporated herein.
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No individual general member nor any member of the Board, nor any authorized representative of PALE Homebrew Club shall be personally liable for any debt, obligation or conduct of other member’s guests of the club.
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No member shall receive compensation for services rendered to the club except as otherwise approved by the Board of Directors of The Club. A member may be reimbursed for expenses reasonably incurred on behalf of The Club, subject to approval and/or pre-approval of the club officers.
SECTION 2- RIGHTS OF MEMBERS
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Registered members of the PALE Homebrew Club shall have the right to vote on club matters. Voting rights for other types of members are described in Article III.
ARTICLE III – MEMBERSHIP
SECTION 1. MEMBERSHIP POLICIES
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GENERAL MEMBERSHIP
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General Membership is unlimited and open to any individual person interested in the advancement of zymurgy, and who will support the charter and basic policies of this club, subject only to compliance with the provisions of the By-Laws. Only members of the club shall be eligible to participate in its business meetings, or serve in any of its elective or appointed positions.
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The purpose of General Membership is to provide guidance and assistance to the Club Officers on issues that are within the purview, charter, and function of the club.
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General Membership provides an opportunity to give feedback on issues and concerns that need to be brought to the attention of the Club Officers.
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Affords a pool of members to draw from for the election of the Club Officers, and all members a vote in the annual election of that board.
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ELIGIBILITY
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Membership in this club shall be available without discrimination.
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All persons of legal age to consume alcoholic beverages in the state of Illinois are eligible for membership.
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The prospective member shall provide proof that he or she has reached the legal drinking age for the State of Illinois and shall provide his or her name, address, and other contact information to the PALE Homebrew Club Secretary.
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ACCEPTANCE
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A criterion for membership is submission of a signed application and By-Laws agreement of the PALE Homebrew Club Rules of Conduct as attached and incorporated. Upon acceptance, contact information will be recorded in the member roster.
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MEMBERSHIP YEAR
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Membership in the PALE Homebrew Club is from October 1st through September 30th.
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New members can join at any point during the year by registering with the Secretary at the beginning of any General Meeting.
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DUES
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The payment of dues to the PALE Homebrew Club will be required of each member.
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Dues are to be paid at the first meeting of the Membership Year in the form of cash or check made out to “PALE Homebrew Club”.
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For new members, the dues for the first year will be on a prorated annual basis of 8.33% for each month remaining in the Membership Year.
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No member shall be entitled to a refund of dues upon severing connection with The Club.
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Annual dues shall be determined by the Board of Directors with the approval of the members.
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MEMBER IN GOOD STANDING
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A member in good standing is one who is current in all financial obligations and conducts himself or herself appropriately and in accordance with the PALE Homebrew Club’s objectives.
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Members in good standing are qualified to vote as described in Article V
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Members in good standing are able to take full advantage of all members’ activities and events.
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SUSPENSION AND EXPULSION FOR CAUSE
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Any member may be suspended or expelled from membership upon a showing of willful disregard of these By-Laws, Rules of Conduct, or other actions detrimental to the PALE Homebrew Club in any way, as determined by a majority vote of the Board of Directors. Should the Directors not come to a majority vote. The decision will go to the registered members via an anonymous vote.
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The charges against the member will be considered at a regular Board of Directors Meeting or a Special Meeting called for that specific purpose. The member will be notified of the charges and date, time and place of the meeting. The member may appear and respond to the charges and/or bring one (1) member to speak on their behalf.
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The decision of the Board of Directors shall be final.
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Any member who willfully causes damages to a club meeting site will be expected to pay for said damages and will not be allowed to attend future meetings or functions until restitution or alternate arrangements have been made.
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REINSTATEMENT
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A suspended or expelled member, or one who has resigned with disciplinary action pending, may be returned to full membership upon written application and with a two-thirds approval vote of the Board of Directors.
SECTION 2. MEMBERSHIP ORGANIZATION
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BOARD OF DIRECTORS
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The purpose of the Board of Directors to provide long-term stewardship of the PALE Homebrew Club, responsible leadership, structure, conduct business, and be responsible for the management of the affairs of the PALE Homebrew Club.
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The Board of Directors shall be no larger than nine (7) members. It will be comprised of the following seats; three (3) Directors; four (4) Elected Officers.
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DIRECTOR
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The purpose of the Director is to provide long-term stability to the management of the PALE Homebrew Club, responsible leadership, and structure. Directors are also responsible for the management of all legal and governmental aspects of running a nonprofit corporation.
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When there is an open Director seat, the election process will immediately commence at the next general meeting. Members may volunteer or be nominated to the open seat. The election will then be held before the start of regular business, with the results to be read immediately. The winner(s) must obtain the highest vote total and at-least 50% of the total votes cast. The winner(s) will serve until the next election cycle for that seat.
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There are three (3) Director seats, each serving two (2) years. (See ARTICLE X: APPENDIX A)
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A Director must meet the following requirements:
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They must have been a Member in Good Standing for the past twelve (12) months
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They must be willing to serve for a two (2) year term
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They must be able to attend 50% Board Meetings
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They must be able to attend 75% of all general meetings
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CLUB OFFICERS
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The purpose of Club Officers is to provide responsible leadership, structure, conduct business and be responsible for the management of the affairs of the club.
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Club Officers have a seat on the Board of Directors for the duration of their term.
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Club Officers must meet the following requirements:
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They must have been members in good standing for the past six (6) months.
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They must attend all Quarterly Board Meetings
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They must attend 80% of all general meetings
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The Club Officers shall consist of the following four (4) positions:
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President
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Vice President
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Treasurer
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Secretary
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CLUB CHAIRS
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The purpose of Club Chairs is to provide responsible leadership, structure, conduct business and be responsible for the social functions The Club.
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Club Chairs do not have a seat on the Board of Directors. They are invited to attend and offer their opinion on any matters before the Board, but they do not have a vote.
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Club Chairs must have been members in good standing for the past three (3) months.
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The Club Officers shall consist of the following six (6) positions:
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Brewing Technology & Education Chair
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Communications & Technology Chair
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Competition Chair
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Industry Liaison
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Social Chair
- Merchandise Chair
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ELECTION OF CLUB OFFICERS AND CLUB CHAIRS
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Election of Officers shall be held at the first meeting of the Membership Year (Article III 1.D.i)
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Nominations and Volunteers for Club Officers and Club Chairs shall be taken from the floor at the last meeting of the Membership Year.
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A member in good standing can run for as many Club Officer and Club Chair positions as they wish, but they can only hold two (2) of those positions at any one time during the Membership Year and only one (1) of those can be an Officer position.
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TERM OF OFFICE:
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The term of office for Elected Club Officers and Club Chairs shall be for a period of the Membership Year.
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The term of office for appointed Club Chairs shall be for a period of the Membership Year.
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The term of office for a Director shall be two (2) years with seats one, three, and five up for election in even numbered years, and seats two and four. (See ARTICLE X: APPENDIX A)
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The Club Officers terms expires with the election of the new Officers, beginning with the first meeting of the Membership Year.
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There is no limit to the number of terms an elected officer may serve as long as he or she is elected in accordance with Article III.
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VACANCIES
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Whenever a vacancy shall occur with an Elected Office or Appointed Chair, by death, resignation, removal, or otherwise, the President is empowered, with approval of the remaining board, to appoint an interim replacement to complete the term of office.
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Whenever a vacancy shall occur with a Director Board Member, by death, resignation, removal, or otherwise, an election will be held to fill the position. Refer to the Article III.2.B for the replacement process.
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REMOVAL OF DIRECTORS
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Any one or more of the Board of Directors may be removed with cause, at any time, by the vote of the General Membership; through a special meeting called for that purpose, or at a regular monthly meeting, provided that a majority of the General Membership present shall vote in favor of such removal.
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DUTIES OF CLUB OFFICERS
The duties and responsibilities of The Club Officers shall be as follows:
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PRESIDENT / CHAIRMAN OF THE BOARD
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Shall preside at all meetings of the Club Officers and General Membership and be Ex-officio member of every committee.
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Shall plan the meeting, arranging for topical discussions, demonstrations, or guest speakers
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Shall cause to be called regular and special meetings of the General Membership and Club Officers in accordance with these By-Laws
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Shall create committees and coordinate the efforts of all Standing Committees.
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Shall review the financial records of the club on a regular basis
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Shall act as the principal point-of-contact between The PALE Homebrew Club and the American Homebrewer’s Association, other homebrew clubs, businesses, and Organizations
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VICE PRESIDENT
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Shall in the absence of the Chairman, assume the responsibilities and duties of the Chairman
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Shall assist the Chairman with coordinating “Field Trips”, visits to (and reciprocate) other clubs, conventions and/or workshops
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Shall work under the direction of the Chairman to advance and promote the good image and beneficial works of the PALE Homebrew Club
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Shall work with the Chairman to recommend, determine and implement policy decisions made by the Club Officers
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TREASURER
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Shall have the overall responsibility of care and custody for all club funds and securities. By regulation, the Treasurer is required to make all deposits for the club into the PALE Homebrew Club Bank Account.
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Shall render a statement of the condition of the finances of the club at each meeting of the Club Officers and general meetings, or at such other times as required.
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Shall keep correct books of account of all its business and transactions and such other books of account as the Club Officers may require.
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Shall exhibit at all reasonable times the books and accounts to any members when requested.
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Will advise the Club Officers of methods for improving PALE Homebrew Club financial management.
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Shall do and perform all other duties normally pertaining to the office of the Treasurer.
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Shall prepare and file all mandatory State and Federal financial documents as required by law.
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SECRETARY
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Shall create a written agenda for all the meetings and forward a copy of the agendas to the President preceding each meeting.
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Shall keep written minutes of all the meetings and forward a copy of these minutes to the President as soon as possible (while agenda is current and fresh in the Boards minds), but no later than the week of the next regularly scheduled meeting.
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Shall assist in the execution of committees and be responsible for directing and advising committees formed by the Club Officers and coordinate committee activity with other functions of the club.
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Shall be the archive of all official documentation of the PALE Homebrew Club.
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DUTIES OF CLUB CHAIRS
The duties and responsibilities of the Board of Directors shall be as follows:
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Brewing Technology & Education Chair
- Shall be responsible for the promotion and education of the club; arranging for educational programs such as peer and guest speakers, videos, books, workshops, “Q & A” sessions, etc…
- Shall maintain and publish a schedule of said educational programs.
- Shall research and advise club members of current trends and techniques with regard to Homebrew.
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Communications & Technology Chair
- Shall present to the Club Officers at their meetings all communications addressed to the club.
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Shall attend to all correspondence and perform all duties incidental to the office of Secretary.
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Shall maintain the official Club calendar (current and the next 12 months), which should also include committee activities, beer festivals, homebrew and beer competitions, and any events relative to the purpose of the PALE Homebrew Club.
- Shall provide support to the Club Officers to promote good communications within the PALE Homebrew Club.
- Shall be responsible for maintaining all aspects of The Club’s online presence.
- Shall be responsible for assembling the monthly newsletter, gathering input and articles from Board of Directors, Club Officers, and Club Chairs.
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Competition Chair
- Shall organize, coordinate, and promote all aspects of club-sponsored competitions, including the invitation and hosting of Judges, recruitment and assignment of stewards, cellar master and administrative assistants.
- Shall arrange and coordinate for a facility capable of supporting the competition.
- Responsible for the proper storage, tracking and accounting of entries received.
- Responsible for procuring awards/medals for winning entries
- Responsible for ensuring all entrants have received all awards and judging sheets for each entry
- Shall assist in facilitating club only and/or individual entries for participation in any AHA or other competitions
- Shall work with the Chairman to recommend, determine and implement policy decisions made by the Club Officers
- Shall assist in the execution of committees and be responsible for directing and advising committees formed by the Club Officers and coordinate committee activity with other functions of the club.
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Industry Liaison
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Shall provide the club with a means of communication between the professional brewing community and members.
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Shall advise the Board of Directors when necessary regarding industry guidelines, rules, and regulations.
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Social Chair
- Shall plan, organize, and execute various social functions as they pertain to the club’s yearly schedule.
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Must ensure that all social events are in accordance with the club’s insurance guidelines and By-Laws.
- Shall be responsible for reporting any club member who is not in accordance with the By-Laws Article III; Section 1; Part F while attending said social functions
- Merchandise Chair
- Shall plan, organize, and execute various club merchandise as they pertain to the club’s needs. Examples: shirts, hats, stickers, advertising.
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Must ensure that all merchandise are in accordance with the club’s insurance guidelines and By-Laws.
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MEETINGS
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GENERAL MEETINGS
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General meetings of the PALE Homebrew Club shall be held monthly at 7:00 PM on the first Thursday of each month unless changed by a majority of Club Officers and upon written or electronic notice of the change to the members. The meeting location will be determined by the board and announced
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ANNUAL MEETING
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The Annual Meeting shall be the General Meeting in October each year for the purpose of electing Officers to the Club Officers, considering proposed By-Law Amendments and conducting other regular meeting business.
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SPECIAL MEETINGS
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Special meetings, club sponsored events, club involved parties, field trips, workshops, and pub-crawls may be organized and approved. Announcements will be made to all current members. There may be additional requirements or fees involved in these types of meetings. Examples include, bringing a covered food dish, bringing beer, contributing brewing equipment, ingredients or information, and paying various fees or costs.
ARTICLE IV ORDER OF BUSINESS
SECTION 1. PROCEDURES:
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In order to conduct business as rapidly as possible, “Robert’s Rules of Order” shall be the parliamentary authority for all matters of procedure not specifically covered with in these By-Laws.
SECTION 2. REGULAR MEETINGS
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The order of business at regular meetings shall be as follows:
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Chairman’s Call to Order
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Welcome New Members / Guests
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Quorum to conduct business
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Secretary’s Report
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Treasurer’s Report
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Committee & Chair Reports
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Old Business
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New Business
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Administrative Comments
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Guest Speakers
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Educational Presentation Topic and Discussion
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Adjournment of Regular Meeting
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Brew Tasting/Beer Judging
ARTICLE V – VOTING
SECTION 1 – ELIGIBILITY
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All Members in Good Standing, as described in Article III shall be eligible to vote.
SECTION 2 – ITEMS PUT TO VOTE
A. The following items will be decided by a vote of the general membership at a regularly scheduled meeting:
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Election of officers
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Changes in By-Laws
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Any other issues offered by an officer
- Any issue, other than proposed By-Law Amendments and the Election of Officers, may be considered by the membership at a Regular Meeting prior to the meeting at which the issue will be considered. The issue must be raised in the form of a motion and requires a second before being considered. Any issue considered and defeated by the majority of the members at the meeting may not be considered again and shall not be attached to another vote for six (6) calendar months.
SECTION 3 – QUORUM
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A quorum shall be used to mediate and decide disputes, disagreements or any other conflicts between members as recorded on the member roster. Any number of regular members at a regularly scheduled meeting shall constitute a quorum. A quorum is required to transact business of the PALE Homebrew Club.
SECTION 4 – VOTING METHOD
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Election of officers shall be by controlled ballot. All members in good standing shall be eligible to cast a ballot. Members unable to attend the September meeting may cast an “absentee” ballot. All absentee ballots must be in a sealed, unmarked envelope and received by the club secretary prior to the September meeting. The Secretary will tally all ballots and two impartial club members will verify the results. Vote totals and the new club officers shall be introduced prior to ending the October meeting. Votes on other issues may be conducted by any appropriate method that insures a fair determination of a majority decision of eligible voting members as determined by the officers.
ARTICLE VI – BY-LAWS ACCEPTANCE
SECTION 1 – ACCEPTANCE
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These By-Laws are accepted at the time of adoption by a majority vote of current members, new members upon registration and signing of the Rules of Conduct, as well as any guest during sanctioned club meetings and/or gatherings .
SECTION 2 – AMENDMENTS OR CHANGES.
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The Club Officers will meet annually to review the By-Laws and any changes suggested by PALE Homebrew Club members.
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Changes, Additions, or Deletions affecting the rights and/or privileges of members, the conduct of meetings or any other significant proposition for changes of these By-Laws submitted by the Board or General memberships will be reviewed and approved by the Board prior to a vote of the General Member, in accordance with Section 2-D of this Article.
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Any member or members may petition for a change or amendment to the By-Laws. The petition must be presented in writing and introduced at a regular meeting. The proposed changes or amendments shall be published for review by the membership, in the newsletter or by a special mailing to all members or posting to the PALE Homebrew Club website and/or message board at least thirty days prior to the meeting at which the changes will be voted on. Amendments or changes must be approved by a majority vote of all current voting members.
ARTICLE VII – PALE HOMEBREW CLUB RULES OF CONDUCT
All members, guests, and visitors of the PALE Homebrew Club will be required to read and sign the Rules of Conduct.
1. Members must be 21, the legal drinking age for the State of Illinois.
2. The laws of the State of Illinois for the consumption and the production, distribution and use of Alcohol apply to all members at all meetings.
3. Events for the meeting will occur as outlined in ARTICLE IV-THE ORDER OF BUSINESS of the By-Laws.
4. Members will respect the property, rules and staff of the host meeting site, before, during and after any club meetings or events. Any member, who is obviously or appears to be alcohol impaired, when asked, will surrender their keys and arrangements for a ride or designated driver will be made.
5. Members exhibiting violence, abusive language, intoxication or unbecoming / unruly conduct during club meetings or events will be expelled from the function.
6. Samples are to be consumed only within the meeting room. At the conclusion of each meeting, all beverages (in glasses, growlers, bottles, pitcher, or any other container) must be consumed, sealed or disposed of prior to leaving the meeting room. Failure to comply with the Rules of Conduct will constitute a review of membership and may result in temporary suspension of membership or privileges, expulsion, or in the case of damage, restitution, as defined in ARTICLE III SECTION 1 G. SUSPENSION AND EXPULSION FOR CAUSE of the By-Laws (subsections a. through d.).
Article VIII – Dissolution
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Dissolution of the organization shall be treated as a constitutional amendment.
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Upon dissolution of the organization, the remaining assets shall be distributed equally to all members in good standing.
Article IX: Liability
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No individual general member, nor any member of the Board of Directors, nor any authorized representative of The Club, shall be personally liable for any debt or obligation of the PALE Homebrew Club.
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Any business, corporation or any other entity contracted with, or otherwise having any claim against The Club may look only to the current funds and property of the association for payment of any claim, debt, damages, judgment or decree, or any money that may become otherwise due and payable to them.
ARTICLE X:
APPENDIX A
Excluding the first year of the By-Laws inception; every other year will be a rotational election. Director seat allotments are as follows:
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2013-April: Since this is the inception year, the Director positions are being filled with “Legacy” members who volunteered and will have two (2) members serving the nearly-full 1.5 year term and three (3) members only serving a nine (9) month term (see position assignments in detail according to Article III; Section II; Part F) .
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2014-October: The three (2) Director positions that become available will be open for any qualified club member to be elected.
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2015-October: The three (3) seats that served a full term – will be up for election and will be open for any qualified club member to be elected.
- 2016-and beyond – to be determined.