The official governing rules of Carolina BrewMasters, Inc. — a 501(c)(4) non-profit corporation organized under the laws of the State of North Carolina.
General Provisions
Meetings of Members
Board of Directors
Meetings of Directors
Officers
Contracts, Loans & Finance
Amendments
North Carolina Law
Effective Date
The principal office of the corporation shall be located in such county and state as determined by the board of directors.
The registered office required by law to be maintained in the state of North Carolina shall be located in Mecklenburg County, NC, at such address as selected by the board of directors.
The corporation may have offices at such other places within or without the state of North Carolina as the board of directors may from time to time determine or as the affairs of the corporation may require.
The seal of the corporation shall contain the name of the corporation, the word "SEAL," and such other words and figures as desired by the board of directors.
The fiscal year of the corporation shall be as determined by the board of directors and may be changed by resolution adopted by the board of directors.
Any reference to notification by mail shall be deemed to include notification by email.
The Corporation shall be a non-profit, informational organization to promote the brewing of beer in the home for personal consumption, and to educate its members in the art and science of brewing techniques, tasting, and judging beer by sharing knowledge from experienced homebrewers. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer, or private individual. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or attempting to influence legislation, and the Corporation shall not participate in any political campaign on behalf of any candidate for public office. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to one or more nonprofit associations.
Each Member must be of legal age to consume alcoholic beverages in North Carolina and must pay annual dues as decided by the Board on or before January 1 of each year. Any dues unpaid by March of each year shall result in removal from the Membership rolls, making that individual ineligible for club activities. At the Board's discretion, any such Member may be reinstated upon payment of annual dues.
Participation in club activities is voluntary and may include the consumption of alcoholic beverages. Each person is individually responsible for their own conduct, behavior, and actions. The Corporation will not accept responsibility for any individual member's actions while under the influence of alcohol.
All meetings of Members shall be held at such place, within or without the State of North Carolina, as designated in the notice of the meeting or agreed upon by a majority of the Board of Directors.
Annual meetings of Members shall be held in December of each year, on or before the 20th day of that month, for the purpose of electing Officers, appointing directors, and transacting other business as may be properly brought before the meeting.
If the annual meeting is not held on the designated day, a substitute annual meeting may be called in accordance with the provisions of Sections 2.4 and 2.5. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Special meetings of Members may be called at any time by the president, secretary, or board of directors, or by any Member pursuant to the written request of the holders of at least ten percent (10%) of all votes entitled to be cast on any issue at the proposed meeting. Such written request must describe the purpose, be signed and dated, and delivered to the corporation's secretary.
Written or oral notice stating the date, time, and place of the meeting shall be delivered no fewer than ten (10) nor more than sixty (60) days before any Members' meeting. If mailed, notice is deemed delivered when deposited in the US Mail, addressed to the Member at the address on the corporation's records, with postage prepaid.
Unless the articles of incorporation provide otherwise, each Member shall be entitled to one vote on each matter voted upon at a Members' meeting.
Twenty percent (20%) of the votes entitled to be cast on a matter constitutes a quorum. If a quorum exists, action on a matter is approved if the votes cast represent a majority of Members present at the meeting, unless a greater number of affirmative votes is required by the articles of incorporation or a bylaw adopted by the Members.
After due notice to all Members, action required or permitted at a Members' meeting may be taken without a meeting if evidenced by written consents signed by twenty percent (20%) of Members entitled to vote, describing the action taken and delivered to the corporation for inclusion in the minutes.
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, or by such committees as the board may establish pursuant to these bylaws or pursuant to the Act.
The board of directors shall be composed of five (5) directors. The number may be increased or decreased by resolution duly adopted by the board. Each director shall hold office until death, resignation, retirement, removal, disqualification, or until a successor is elected and qualifies.
All Directors shall be Members in good standing at the time of appointment. The Board shall include the following:
Directors may be removed from office at any time, with or without cause, by a vote of Members if the number of votes cast for removal exceeds the number of votes cast against it. A director may not be removed unless the notice of the meeting states that removal is one of the purposes of the meeting.
A vacancy occurring in the board of directors may be filled by a majority vote of Members attending a duly constituted meeting. A director elected to fill a vacancy shall serve the unexpired term of the predecessor.
A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of Members. The board may also provide, by resolution, for the holding of additional regular meetings.
Special meetings of the board may be called by or at the request of the president or any two directors, and may be held within or without the State of North Carolina.
Regular board meetings may be held without notice. For special meetings, the person calling the meeting shall give at least two (2) days' notice, either written or oral, by any usual means of communication including letter, telephone, facsimile, or direct personal contact.
A majority of the number of directors prescribed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.
Action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if the action is taken by all members of the board and evidenced by written consents signed by each director describing the action taken.
The board of directors may create an executive committee and other committees, appointing members of the board to serve on them. Each committee must have two or more members and shall have the authority of the board of directors in managing the corporation to the extent authorized by law and specified by the board.
The officers of the corporation shall consist of a President and a Secretary/Treasurer, and may include one or more Vice Presidents. Additionally, unless changed or eliminated by the Board, the following special Vice President roles shall be elected by Members:
Officers of the corporation shall be elected annually by the Members at the annual meeting. Each officer shall hold office for one year, or until death, resignation, retirement, removal, disqualification, or until a successor is appointed.
The Members may remove any officer at any time with or without cause. An officer's removal does not itself affect any contract rights the officer may have with the corporation.
The president shall be the Chairman of the Board and the principal executive officer of the corporation. Subject to the direction and control of the board, the president shall supervise and control the management of the corporation in accordance with these bylaws and preside at all meetings of Members and directors.
The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of that office. Vice presidents shall also perform such additional duties as the board of directors shall prescribe.
The secretary/treasurer shall maintain and authenticate records of all meetings of Members and directors, give all required notices, maintain corporate books and records and the corporate seal, and keep a record of all Members showing name and address.
The secretary/treasurer shall also have custody of all funds and securities, keep full and accurate financial accounts, and cause true financial statements to be prepared at the close of each fiscal year — filed at the principal office within 120 days after year-end and mailed to each Member.
The board of directors may authorize any officer, agent, or agents to enter into any contract or execute and deliver any instrument on behalf of the corporation. Such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.
All checks, drafts, or other orders for payment of money issued in the name of the corporation shall be signed by such officers or agents of the corporation as determined by resolution of the board of directors.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the board of directors shall direct.
The board of directors has exclusive and complete authority to amend or repeal these bylaws and the Articles of Incorporation.
The authority granted to the board of directors in this Section shall remain in full force and effect until such time as this Section is amended, altered, or revoked by resolution duly adopted by the board of directors.
All controversies pertaining to the interpretation and execution of the foregoing bylaws shall be interpreted under the then-applicable provisions of the North Carolina Nonprofit Corporation Act and other applicable laws of the State of North Carolina germane thereto.
The effective date of the foregoing bylaws shall be the date of the initial Organizational Meeting of the Corporation.
The foregoing bylaws were unanimously approved by the board of directors by resolution duly adopted on the foregoing effective date.
If you have questions about the Bylaws or Code of Conduct, contact any club officer. Ready to become a member? Head to the Pay Your Dues page to get started.
