Bylaws

of

Brewers of Central Kentucky Incorporated

(formed under the Kentucky Not-for-Profit Corporation Law)

Revised January 29, 2017

Article I: Name, Territory & Office

Section 1. Name

The name of the Corporation is Brewers of Central Kentucky Incorporated (hereafter referred to as ‘The Corporation”). It is a Charitable Corporation as set forth in the Not-for-Profit Corporation Law of Kentucky.

Section 2. Territory

The Corporation shall conduct activities primarily in central Kentucky, subject to changes made by the Board of the aforementioned Corporation.

Section 3. Office

The principal office of the Corporation shall be located in the County of Fayette, State of Kentucky. This office shall direct Corporation activities and be the depository for all Corporation records. The Corporation may also have offices at such other places within the state or elsewhere as the board may from time to time determine or the business of the Corporation may require.

Article II: Purpose

The purpose or purposes for which the corporation is formed include:

Educating and growing the homebrewing community of central Kentucky.  Specific activities include, but are not limited to: monthly meetings with focus on education and promotion of homebrewing, brewing demonstrations and group brew days, beer judging classes, sensory training, discussion forums, homebrew competitions, and public ‘Learn to Homebrew’ events.

Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III: MEMBERSHIP

Section 1. Non-Discrimination Clause

The Corporation, its Directors, Officers, and Membership are prohibited to discriminate on the basis of race, sex, color, national origin, disability, religion, creed, ancestry, veteran status, marital or parental status, or sexual orientation as a prerequisite for membership or inclusion in any club activities or events.

Section 2. Regular Members

Persons eligible for Regular Membership shall consist of those persons engaged in, or interested in learning about, the legal production and/or use of alcoholic beverages in the home, and, in addition, do not own or operate businesses which sell or produce beer, alcoholic beverages, beer making supplies and/or equipment.  Such persons shall be entitled to membership privileges including receipt of the monthly corporation’s mailings, use of the corporation’s property subject to controls established by the Board of Directors, attendance at the membership meetings or other scheduled membership activities, and shall be entitled to one vote in the affairs of the corporation.

1. Family membership – Two people of legal drinking age living together each of whom shall be entitled to one vote in the affairs of the corporation shall have all rights of a regular member and to whom mailings of the corporation will be sent to the “family” under one cover. Dues for the family membership will be discounted as set forth by the Board of Directors.
2. Single membership – A person of legal drinking age who will be entitled to one vote in the affairs of the corporation shall have all rights of a regular member.

Section 3. Industry Members

Persons who own or operate businesses which sell or produce beer, alcoholic beverages, beer making supplies and/or equipment but who otherwise meet the requirements of Regular Membership may become Industry Members. Industry Members shall be entitled to all membership privileges including receipt of the monthly corporation’s mailings, use of the corporation’s property subject to controls established by the Board of Directors, attendance at the membership meetings or other scheduled membership activities. Industry members shall be entitled to one vote in the affairs of the corporation unless the vote is determined to be in conflict with the member’s industry interests.  Conflicts of interest will be determined by a two-thirds (2/3rds) vote of the Board of Directors prior to the proposed vote.

Section 4. Honorary Members

Persons who are not regular or associate members and who in the opinion of the Board of Directors have made a distinct contribution to the objectives of this corporation may be eligible to election as honorary members by the Board of Directors. No payment of dues or fees shall be required and honorary membership shall be conferred for one year unless rescinded by the Board of Directors. Honorary Membership can be renewed each year by the Board of Directors.  Such members shall be entitled to receipt of the monthly mailings and attendance at the membership meetings but they shall not have voting status.

Section 5. Life Members

Members who have made exceptional contributions to the objectives of this corporation may be eligible to election as a life member. No payment of dues shall be required of such members and they shall retain the same rights of Regular Membership. The number of such memberships awarded shall be limited to two per year.  Members may be nominated by any Voting Member of the corporation. Nominations must first be approved by the Board of Directors by two-thirds (2/3rds) majority vote. Election as a Lifetime Member will be determined by a simple majority vote of the Voting Membership in attendance of the Annual Meeting, Regular Meeting or Special Meeting at which the election is being held.

Section 6. Guests

No rights of membership are granted to guest members and they shall not have voting status. Guest members must be 21 or over and sign a liability waiver for every meeting they wish to attend.  

Section 7. Termination of Membership

A member of the club can have their membership terminated with cause.  Membership termination will first be presented to the Board of Directors by any Regular Member or other Director by written notice by personal delivery, regular mail, or electronic mail. Written Notice should include description of offense that warrants termination.  Board of Directors by two-thirds (2/3rds) majority vote to present the Termination Request to the Voting Membership at the next membership meeting. Termination of membership must be approved by simple majority of the Voting Membership in attendance at the Annual Meeting, Regular Meeting or Special Meeting.   At any meeting where a vote is to be taken to terminate a membership, the member in question may attend and shall be given a reasonable opportunity to argue in his/her defense.

Section 8. Dues

The Board of Directors by resolution shall adopt the membership dues schedule to be imposed for each category of membership. All dues shall be payable in advance. Members may be separated from membership for non-payment of dues.

ARTICLE IV: Membership Meetings

Section 1. Membership Meetings

Membership meetings will be held monthly. Time and place of such meetings shall be determined by the Board of Directors.

Section 2. Quorum

For the purpose of transacting official business a quorum shall consist of twenty-five percent (25%) of Voting Membership. Voting Membership consists of all members who have voting rights, to wit: Regular Members, Industry Members, and Lifetime Members.

Article V: Board of Directors

Section 1. General Management

The general management of the affairs of this Corporation shall be vested in the Board of Directors.  The Board of Directors shall have control of the property of the Corporation and shall determine its policies with the advice of its various committees. It shall have power to employ necessary staff and other help, authorize expenditures and take all necessary and proper steps to carry out the purposes of this Corporation and to promote its best interest.

Section 2. Number

The Board of Directors shall consist of at least five (5) members (the officers) and no more than 7 (seven) members, the number of Directors to be determined from time to time by resolution of the entire Board of Directors provided that no decrease in the number of Directors shall shorten the term of any incumbent Director. As used in this Article, the term “the entire Board of Directors” shall mean the total number of Directors entitled to vote (seven) that the Corporation would have if there were no vacancies.

Section 3. Qualifications

Each member of the Board of Directors must be at least twenty-one (21) years of age and be a voting member in good standing in the Corporation.

Section 4. Compensation, Reimbursement, and Loans

4.1 Compensation. No Director, Officer or member of a Committee shall receive compensation for any services provided to the Corporation. The Board of Directors shall be empowered to provide reasonable compensation, together with reimbursement for reasonably incurred expenses, for offices or positions not afforded voting privileges for purposes of corporate decision-making, such as the position of Executive Director.

4.2 Reimbursement. Notwithstanding the mandates of this Article, at the discretion of the Board of Directors, individual Directors, Officers, members of Committees and employees may be reimbursed in an amount determined by the Board for expenses reasonably incurred by them in the performance of their duties.

4.3 Loans. No loans shall be made by the Corporation to its Directors, Officers, staff, and members of Committees or affiliates, if any, or to any other corporation, firm, association or other entity in which one or more of its Directors, Officers, Staff, or committee members are Directors or Officers or hold a substantial financial interest, except as may be permitted by law.

Section 5. Selection Procedure, Terms, Newly Created Directorships & Vacancies

5.1. Selection Procedure. The Board of Directors shall be comprised of the five (5) elected Officers of the Corporation, to wit: Primary Fermenter (President), Secondary Fermenter (Vice President), Keeper of the Cash (Treasurer), Scribe (Secretary), and Wrangler (Event Coordinator) and, in addition, to up to two (2) at-large Directors elected by simple majority of the Voting Membership in attendance of the Annual Meeting, Regular Meeting or Special Meeting at which the election is being held.

5.2. Newly Created Directorships. Newly created Directorships resulting from an increase in the number of Directors shall be filled by vote of a simple majority of the Voting Membership in attendance of the Annual Meeting, Regular Meeting or Special Meeting at which the election is being held.

5.3 Terms. A Director’s term shall last the length of the officer term or one (1) year for at large Directors.  At large directors can be elected to additional terms by a simple majority of the Voting Membership of the Corporation in attendance of the Annual Meeting, Regular Meeting or Special Meeting at which the election is being held.

Section 6. Resignation

A Director may resign at any time by giving written notice, by personal delivery, regular mail, or electronic mail to the entire Board of Directors, the President, or the Secretary of the Corporation. The resignation shall take effect upon receipt of notification by any means described above by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.

Section 7. Suspension & Removal

7.1. Suspension. Any member of the Board of Directors may be suspended for cause by a two-thirds (2/3rds) majority vote of the entire Board of Directors or simple majority vote of the Voting Membership at any Annual Meeting, Regular Meeting or Special Meeting of the Board called for that purpose, provided there is a quorum for the meeting at which the action is taken. The period of suspension can last only until such time as the next Annual Meeting. At any meeting where a vote is to be taken to suspend a member of the Board, the Director in question may attend and shall be given a reasonable opportunity argue in his/her defense.

7.2. Removal. Any member of the Board of Directors may be removed with or without cause by a two-thirds (2/3) majority vote of the entire Board of Directors or simple majority vote of the Voting Membership at any Annual Meeting, Regular Meeting or Special Meeting of the Board called for that purpose, provided there is a quorum for the meeting at which the action is taken. At any meeting where a vote is to be taken to remove a member of the Board, the Director in question may attend and shall be given a reasonable opportunity to argue in his/her defense.

Section 8. Meetings

8.1. Quarterly Regular Meetings. The Board of Directors shall endeavor to convene at least four times per year.

8.2 Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the President, the Secretary, or any three (3) Directors. Notice of Special Meetings shall be given personally or by telephone, electronic mail, or first class mail and shall state the purposes, time and place of the meeting. If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail or first class mail, it shall be given not less than five (5) days before the meeting.

Section 9. Waivers of Notice

Notice of a meeting need not be given to any Director who submits a signed waiver of notice, by personal delivery, regular mail, electronic mail or facsimile, to the Board of Directors, the President or the Secretary of the Corporation, whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement the lack of notice.

Section 10. Place of Meetings

The Board of Directors may hold its meetings at such a place or places within or without the State of Kentucky as the Board of Directors may from time to time determine.

 

Section 11. Quorum

A quorum shall be required for the legal and proper conduct of the business of the Board of Directors. A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Directors.

Section 12. Adjournment

A majority of Directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place. Reasonable notice, given, by personal delivery, regular mail, or electronic mail to the Board of Directors, the President or the Secretary of the Corporation, of the adjournment shall be given to all Directors who were absent at the time of the adjournment, and unless the purposes, time and place of the meeting are announced at the adjourned meeting, to the other Directors.

Section 13. Organization

13.1. Chairperson. At all meetings of the Board of Directors, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the Board shall preside.

13.2. Secretary. At all meetings of the Board of directors, the Secretary, or, in his/her absence, any Assistant Secretary or, in his/her absence, another Director chosen by the Board shall act as secretary of the meeting.

Section 14. Action by the Board of Directors

14.1. Action Defined. Except as otherwise provided by law or in these By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present. The sale, lease, exchange or other disposition of all, or substantially all, the assets of the Corporation shall only be authorized by vote of a two-thirds (2/3) majority of the Directors present at the time of the vote, provided a sufficient quorum is present, and a court of competent jurisdiction in the county where the Corporation maintains its principal place of business, if required by law.

14.2. Written Unanimous Consent. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if a majority of the Board or the committee consent in writing delivered by regular mail or electronic mail to the Secretary of the Corporation to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

14.3. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone, electronic video screen communication equipment or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Voting

Each member of the Board of Directors shall have one vote.

Section 16. Attendance

A member of the Board of Directors who has missed three (3) consecutive board meetings without reasonable cause may be asked to resign.

Section 17. Annual Report

The Board of Directors shall present at the Annual Meeting a financial report showing in appropriate detail the following:

1. The assets and liabilities, including the trust funds, if any, of the Corporation as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting;
2. The principal changes in assets and liabilities, including trust funds, if any, during said fiscal period;
3. The annual balance sheet of the Corporation, a Profit and Loss Statement and such financial records that will explain the same;
4. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, during said fiscal period, and;
5. The expenses or disbursements of the Corporation, both general and restricted to particular purposes, during said fiscal period.

This report shall be filed with the records of this Corporation and a copy thereof entered in the minutes of the proceedings of the Annual Meeting

Article VI: Committees

Section 1. Authorization and Powers

The Board of Directors shall authorize and define the powers and duties of all committees other than the nominating committee.

Section 2 Appointment

The President shall appoint all committees subject to confirmation by the Board of Directors.

Section 3 Authorization to Incur or Satisfy Debts

No committee of this body, or any officer or member thereof shall contract any debts in its behalf, which shall in any manner render the association liable for the payment of same, unless the same shall have been approved by the Board of Directors, provided however, that a previously authorized committee may direct the Treasurer to make such expenditures as may be necessary to meet current expenses.

Section 4. Parliamentary Procedure

In all matters of parliamentary procedure not covered or contradicted by these by-laws, the Laws of the State of Kentucky, in particular the Not-for-Profit Corporation Law, the Internal Revenue Service Code, and the Income Tax Regulations promulgated thereunder, and by the contracts entered into by the Corporation with government, foundation or other funding sources, Robert’s Rules of Order, newly revised, shall be used as a guideline in answering all questions of proper parliamentary procedure.

Article VII: Officers

Section 1. Officers, Election, Term

The Voting Membership shall elect by simple majority vote a Primary Fermenter (President), Secondary Fermenter (Vice President), Scribe (Secretary), Keeper of the Cash (Treasurer), and Wrangler (Event Coordinator) and such other officers as it may determine, who shall be given such duties, powers and functions as hereinafter provided. The Officers of the Corporation shall only be Independent Directors of the Corporation as defined above. Officers shall be elected to hold office for one (1) year. In addition, both Treasurer and Event Coordinator will serve an additional six (6) month non-voting apprentice term before starting their official term as an Officer.  The Vice President will assume the role of President at the end of his or her term as Vice President unless an election of a new President is called for by a simple majority of Register Members at the December election meeting. There will be two elections per year with Officer and Director terms that run January through December and July through June as outlined below:

1.1 June Election. In June of each year an election will be held to elect a Treasurer and one (1) at large Director. The Treasurer term will run from January to December of the following year, but the new Treasurer will immediately begin shadowing and assisting the current treasurer.  The at large board member term will begin immediately and run July through June.

1.2 December Election.  In December of each year and election will be held to elect a Vice President, Event Coordinator, Scribe, and one (1) at large Director.  The Vice President, Scribe, and at large Director term will run from January through December of the following year. The Event Coordinator term will run July through June of the following year, but the new Event Coordinator will immediately begin shadowing and assisting the current Event Coordinator.

Each officer shall hold office for the term for which he or she is elected and until his or her successor has been elected. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Removal, Resignation

Officers serve at the discretion of the Voting Membership. Any officer elected by the Membership may be removed by the Membership. An Officer may resign at any time by giving written notice, by personal delivery, regular mail, electronic mail or facsimile, to the Board of Directors, the President, or the Secretary of the Corporation. The resignation shall take effect upon receipt by any means described above thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective. In the event of the death, resignation, or removal of an officer, the president of the board shall appoint an acting successor to fill the unexpired term. This appointment shall be confirmed or disapproved by the Voting Membership within the next two regular meetings.

Section 3. Duties

3.1. Duties of the President (Primary Fermenter). The following are the President’s duties:

1. Be Chairman of the Board of Directors
2. Preside at membership meetings and Board meetings
3. Have the power to convene Board and special meetings
4. Appoint all committee chairmen
5. Be an ex-officio member of all committees
6. Be responsible for the performance of all the officers of the association
7. Be responsible for a yearly audit of the Treasurer’s records

3.2 Duties of the Vice President (Secondary Fermenter). The following are the Vice President’s duties:

1. Perform the duties and exercise the powers of the President during his or her absence or disability
2. Assist President in all club activities
3. Maintain and update club name badges for active members

3.3. Duties of the Secretary (Scribe). The following are the Secretary’s duties:

1. Keep complete and accurate minutes of all general membership, Board, and special meetings, and shall report the same to the general membership or on request
2. Maintain the official current roll of the membership and provide all officers as well as the Membership Committee with the same
3. Maintain copies of the Constitution and By-Laws
4. Conduct all official membership and Board correspondence, except as otherwise directed by the Board
5. Send out proper notices of all meetings, elections and other official business as directed by the Board
6. Keep an accurate roll of the membership
7. Keep an accurate file of all correspondence conducted by all officers and all committee chairpersons in the name of the association as well as any correspondence conducted by any other members in the name of the association i) publish and distribute the newsletter

3.4 Duties of the Treasurer (Keeper of the Cash). The following are the Treasurer’s duties:

1. Be responsible for all receipts and disbursements of the association
2. Deposit all receipts in a checking account or savings accounts in the name of the association
3. Report all receipts and disbursements to the membership at membership meetings
4. Have all disbursements approved by the President or other authorized officers
5. Keep a listing of paid-up members, i.e., of members in good standing
6. Be bonded at the expense of the association

3.5 Duties of the Event Coordinator (Wrangler). The following are the Event Coordinator’s duties:

1. Keep order at membership and board meetings
2. Safeguard any equipment the club may possess
3. Safeguard club signage and display materials
4. Coordinate the allocation and delivery of equipment, signage and display materials
5. Provide guidance and act a point of contact for members who wish club participation in an external event
6. Monitor the club’s potential participation in external events and can decline or withdraw club participation in events if club resources are not adequate

Article VIII: Indemnification

Section 1. Authorized Indemnification

If feasible and unless clearly prohibited by law or these By-Laws, this Corporation shall indemnify any person (an “Indemnified Person”), including any Director, Officer, or Key Employee as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, made or threatened to be made a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by the Corporation, by reason of the fact that s/he (or her/his Testator or Administrator, if then deceased), whether before or after adoption of this Article: (a) is or was a Director, Officer, or Key Employee of the Corporation, as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, or; (b) is serving or served, in any capacity, including Committees of the Board and Committees of the Corporation, at the request of the Corporation, as a Director, Officer or Key Employee as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding.

Section 2. Prohibited Indemnification

The Corporation shall not indemnify any person if a judgment, or other final adjudication, adverse to any Indemnified Person, including any Director, Officer or Key Employee as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, establishes, or the Board of Directors in good faith, or a Committee of the Board thereof, determines, that such person’s acts were committed in bad faith or were the result of willful or intentional conduct, active and deliberate dishonesty and were material to the cause of action so adjudicated or that s/he personally garnered any financial profit or other advantage to which s/he was not legally entitled.

Section 3. Advancement of Expenses

The Corporation shall, on request of any Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, who is or may be entitled to be indemnified by the Corporation, pay or promptly reimburse an Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, makes a binding, written commitment to repay the Corporation, with interest, for any amount advanced for which it is ultimately determined that s/he is not entitled to be indemnified under the law or these By-Laws. An Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, shall cooperate in good faith with any request by the Corporation that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

Section 4. Indemnification of Others

Unless clearly prohibited by law or these By-Laws, the Board of Directors may approve indemnification by the Corporation, as set forth in Section 1 of this Article, or advancement of expenses as set forth in Section 3 of this Article, to a person (or her/his Testator or Administrator, if then deceased) who is or was employed by the Corporation or who is or was a volunteer for the Corporation, especially Key Employees as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 5. Determination of Indemnification

Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court, the Board of Directors, or a Committee of the Board thereof, shall, upon written request by an Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, determine whether and to what extent indemnification is permitted pursuant to these By-Laws. Before indemnification can occur, the Board of Directors, or a Committee of the Board thereof, must expressly find that such indemnification will not violate the provisions of Section 2 of this Article. Only Independent Directors, as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, without a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of such Independent Directors, as that term is defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, is not obtainable, the Board of Directors, or a Committee of the Board thereof, shall act only after receiving the opinion in writing of independent legal counsel or the Corporation’s General Counsel, that indemnification is proper in the circumstances under then applicable law and these By-Laws.

Section 6. Binding Effect

Any person entitled to indemnification under these By-Laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these By-Laws with respect to any event, action or omission occurring prior to the date of such amendment.

Section 7. Insurance

If feasible, the Corporation shall purchase adequate Directors and Officers (“D & O”) liability insurance. To the extent permitted by law, such insurance shall insure the Corporation for any obligation it incurs as a result of this Article, or operation of law, and it may insure directly the Directors, Officers, Key Employees, as these terms are defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky or volunteers of the Corporation for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by the Corporation.

 

Section 8. Nonexclusive Rights

The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors, or a Committee of the Board thereof, is authorized to enter into agreements on behalf of the Corporation with any Director, Officer, Key Employee, as these terms are defined by the Not-for-Profit Corporation Law of the Commonwealth of Kentucky, or volunteer to provide them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article, subject in all cases to the limitations of Section 2 of this Article.

Article IX: Conflicts of Interest

Section 1. Policy Requirements

This Corporation shall adopt, and at all times honor the terms of a written conflicts of interest policy to assure that its Directors, Officers and Key Employees act in the Corporation’s best interest and comply with applicable legal, regulatory and ethical requirements.

Section 2. Policy Contents

The conflicts of interest policy of the Corporation shall include, at a minimum, the following provisions:

2.1. Procedures. Procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Conflict of Interest Committee of the Board.

2.2. Restrictions. Stipulations that when the Board of Directors, or authorized committee, as appropriate, is considering a real/potential conflict of interest, the interested party shall not:

1. Be present at, or participate in, any deliberations;
2. Attempt to influence deliberations; and/or
3. Cast a vote on the matter.

2.3. Definitions. Definitions of circumstances that could constitute a conflict of interest;

2.4. Documentation. Requirements that the existence and resolution of the conflict be documented in the records of the Corporation, including in the minutes of any meeting at which the conflict was discussed or voted upon; and,

2.5. Audit-Related Disclosure. Protocols to assure for that the disclosures of all real or potential conflicts of interest are properly forwarded to the Audit Committee or, if there is no Audit Committee, to the Board of Directors.

Article X: Fiduciary Duties

Section 1. Duty of Care

Directors and Officers shall exercise the same standard of care that a reasonable person, with similar abilities, acumen & sensibilities, would exercise under similar circumstances at all times. Each Director and Officer shall endeavor to understand all, or substantially, all of the consequences of his/her actions and/or omissions.

Section 2. Duty of Loyalty

No Director or Officer or shall be permitted to engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Corporation. No Director or Officer shall be permitted to take any action, or establish any interest, that compromises his/her ability to represent the Corporation’s best interest. All Director and Officer are expected to represent the interests of this Corporation at all times while serving as members of the Board of Directors.

Section 3. Duty of Obedience

Directors and Officers shall ensure that the actions of the Board of Directors are consistent with the charitable purposes of the Corporation.

Article XI: Fundamental Corporate Changes

Section 1. Bylaw Amendment

These Bylaws may be amended, repealed or altered in whole, or in part, at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose by the following procedure

1. A copy of the proposed amendment must be submitted to the Board of Directors at least (7) seven days prior to a scheduled membership business meeting.
2. A vote for consideration of the proposed amendment will be called for at said business meeting. If the motion for consideration is passed, the proposed amendment will be circulated to the membership before the next scheduled membership business meeting.
3. At the next scheduled membership business meeting the amendment may be adopted by a simple majority vote of Voting Membership present.

Section 2. Certificate of Incorporation

2.1. Amendment. An amendment, repeal or alteration, in whole or in part, of the Corporation’s Certificate of Incorporation shall be authorized, by a two-thirds (2/3rds) majority vote of each the Board of Directors and simple majority vote of Voting Membership at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Amendment or Restated Certificate of Incorporation is accepted for filing by the Commonwealth of Kentucky Department of State.

2.2. Construction/Governing Effect. If there is any conflict between the provisions of the Certificate of Incorporation, as may be amended, and these By-Laws, the provisions of the Certificate of Incorporation and the tenets of the Not-for-Profit Corporation Law of the Commonwealth of Kentucky shall govern.

Section 3. Merger or Consolidation

The Merger or Consolidation of this Corporation shall be authorized, by a two-thirds (2/3rds) majority vote of the Board of Directors and simple majority of Voting Membership at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Merger or Consolidation is accepted for filing by the Commonwealth of Kentucky Department of State.

Section 4. Dissolution

4.1. Procedure. The Dissolution of this Corporation shall be authorized, by a two-thirds (2/3rds) majority vote of each the Board of Directors and simple majority vote of Voting Membership at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Dissolution is accepted for filing by the Commonwealth of Kentucky Department of State.

4.2. Residual Assets. As part of the process of obtaining a corporate Dissolution, the Corporation shall endeavor to ensure that any residual corporate assets shall be donated to another tax-exempt, not-for-profit organization with purposes similar to those of this Corporation or other tax-exempt, not-for-profit organization selected by the Board of Directors.

Article XII: Audit

Section 1. Annual Audit

The Corporation shall provide all financial disclosures required by relevant federal and state laws.

Article XIII: Construction

If there is any conflict between the provisions of the Certificate of Incorporation and the Bylaws, provisions of the Certificate of Incorporation shall govern.

Article XIV Financial Policies

Section 1. Contracts

The Board of Directors, except as these Bylaws may otherwise provide, may authorize any Officer or Officers, agent or agents, in the name of the Corporation to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but unless so authorized by the Board of Directors, or expressly authorized by these Bylaws, no Officers, agents or employees shall have the power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it financially liable in any amount for any purpose.

Section 2. Loans

The Corporation shall not make any loans of money or securities.

Section 3. Bank Checks and Drafts

All bank checks and drafts and all other such orders for the payment of monies out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation 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. In the absence of other determination by the Board of Directors, any such instruments shall be signed by the Treasurer, or an Assistant Treasurer, as appropriate, and countersigned by the President or Vice-President.

Section 4. Bank 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, savings and loan associations, trust companies or other depositories as the Board of Directors may select.

Section 5. Expenditure Limits

In fulfilling its purpose, the Board of Directors may, at its discretion, authorize such funds as it deems necessary for any normal, operational costs necessary for a club function.  Normal operational costs include beer, food, fees, insurance, newsletter printing, and raffle prizes. In addition, the Board of Directors have the ability to authorize the use of club funds for expenses that are incidental to a club function such as grain for a brewing exhibit, bus reservation fees, and flyer printing. Expenditures that are non-operational, as well as capital purchases in excess of $500.00 will require approval of a simple majority of the Voting Membership in attendance at the Annual Meeting, Regular Meeting or Special Meeting.  

Section 6. Gifts

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation.

Section 7. Fiscal Year

The fiscal year of the Corporation shall commence on the first day of January and conclude on the last day of December.

Article XV: Executive Compensation

Section 1. Compensation

There will be no compensation for the Board of Directors, Club Officers, or other members of the Corporation.