Oregon Brewers Guild Bylaws… continued

Article 5: Board of Directors 1. Authority: The business and affairs of the Association shall be managed by the Board of Directors, which may exercise all such powers of the Association as are permitted by law, the Articles of Incorporation, or these Bylaws.

2. Numbers of Directors: The number of directors of the Association shall be at least seven and no more than nine.

3. Term of Office: Each director shall serve a term of two years. Three directors shall be elected in the even-number years and four directors including the director elected by the Associate members shall be elected in the odd-numbered years.

4. Meetings: There shall be one annual general membership meeting yearly at a time and place set by the Board of Directors . Additional meetings of the Board of Directors shall be held from time to time and shall be called by the President of the Board of Directors at the request of any Director.

5. Action Without a Meeting: Any action required or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same effect as a unanimous consent.

6. Notice of Meetings: The time and place of each meeting of the Board of Directors shall be fixed by the President of the Board of Directors, and notice of the time and place of such meeting shall be delivered personally or mailed to each member of the Board of Directors at least one week prior to the date of each meeting.

7. Quorum and Vote: A quorum for transaction of business at a meeting of the Board of Directors shall be a majority of the Board of Directors.

8. Compensation of Board of Directors: The Board of Directors of the Association shall serve without compensation.

Article 6 Presiding Officers

1. Designation: The principal officer of the Association shall be the President of the Board of Directors, who shall be elected annually by the Board of Directors from among the Board of Directors.

2. Compensation: The President of the Board of Directors shall serve without compensation.

3. President of the Board of Directors: The President of the Board of Directors shall preside at all meetings of the Board of Directors, and perform all duties incident to the office. The President shall see that all orders and resolutions of the Board of Directors are carried out. He shall at all times represent and act for the Association in its relationships with other organizations or groups, and shall, with the advice and consent of the Board of Directors, pass upon and determine all questions of policy and public relations which may arise between meetings of the Board of Directors. The President shall have authority to delegate to other officers such of his powers as he may deem necessary and expedient.

4. Vice President of the Board of Directors: The Vice President of the Board of Directors shall perform such duties as may be assigned by the President or Board of Directors and shall preside at all meetings of the Association in the absence or disability of the President. The Vice President shall be elected annually by the Board of Directors from among the Board of Directors and shall serve without compensation.

5. Treasurer of the Board of Directors: The Treasurer shall audit all expenditures made on the behalf of the Association and render a statement of condition of finances of the Association at each Board of Directors meeting and at the annual general membership meeting. The Treasurer shall be elected annually by the Board of Directors from among the Board of Directors, Associate Members or such individual deemed qualified and shall serve without compensation.

6. Executive Director

Section 1. Duties. The Board of Directors may select and employ an Executive Director who shall be responsible for the general administration of the associations activities. The Executive Director shall be the directing head of the business offices of the Association, and shall be the keeper of the bylaws and the great seal of the Association.

Section 2. Immediate Supervision: The Executive Director shall work under the immediate direction of the Board of Directors. The Executive Director shall attend meetings of the Board of Directors and the Finance Committee, but shall not be a member of any of these bodies. The presiding officer of any of these meetings may request the absence of the Executive Director.

Section 3. With the approval of the Board of Directors, the Executive Director may sign checks drawn of the funds of the Association in payment of the debts and obligations of the association. The Executive Director shall cooperate with the Treasurer in the preparation of all budgets and financial statements presented to the Board of Directors. The Executive Director shall also perform such other duties as may be assigned to him by the President or the Board of Directors and shall be compensated for services.

Article 7: Amendments

Section 1. Amendments to the Bylaws. Amendments to the bylaws must be submitted to a director, in writing at least 30 days prior to the general membership meeting. The Executive Director or Board shall then see that the proposal is forwarded to the membership at least 15 days prior to the general membership meeting for a vote. In order to be accepted to the bylaws, any proposed amendment must receive a majority vote of two-thirds of the general membership present and voting at any meeting.

Section 2. Amendments may be proposed by the Board of Directors of its own initiative, or upon petition to the Board of Directors by three Regular members in good standing. All amendments shall be sent out by the Executive Director, as directed by the Board, to Regular members stating the reasons why they are proposed, with or without recommendation.

Article 8: Seal

Section 1. The corporate seal will have inscribed upon it the name of Oregon Brewers Guild and such other appropriate language as may be prescribed by the State of Oregon or by the Board of Directors.

Section 2. Use of the Seal or other logos created by the Association will be subject to qualifications deemed appropriate by the Board of Directors. Specific permission is required when using such seals or logos.

Article 9 Committees

Section 1: The Board may create committees as needed, such as fundraising, technical, finance, etc. The Board President appoints all committee chairs.

Section 2: Finance Committee. The Treasurer is chair of the Finance Committee, which includes at least one other Board member. The Finance Committee is responsible for developing and reviewing fiscal procedures, an annual budget with staff and other Board members. The Board must approve the budget. The fiscal year shall be the July 1 to June 30. The financial records of the organization are public information and shall be made available to the membership and Board members upon request.

Article 10: Dues/Membership Fees/ Billings

Section 1. Annual. Dues/Membership fees of members of the Association shall be paid annually in such amounts and on such terms as determined from time to time by the Board of Directors.

Section 2. Arrears. Members who fail to pay their dues within 30 days of the initial billing shall be notified in writing. If payment is not made within 60 days of the initial billing, that member shall receive an ïintent of terminationÍ notice and lose the privlege of voting. If payment is not recieved within 90 days of initial billing, that member will be dropped from the rolls and thereupon forfeit all rights and privileges of membership. The terminated member is responsible for dues assessed up to the effective date of termination. The Board of Directors may by rule prescribe procedures for extending the timely payment of dues and continuation of membership privileges upon request of a member for good cause shown. Organizations wishing to rejoin the Association will be required to pay all past dues and fees before consideration.

Section 3. Appropriation of Funds. Checks may be signed by the President, the Treasurer and the Executive Director. Checks over $500 signed by the Executive Director will need prior approval and/or a second signature.

Section 4. General Sources of Funds.

All the income from dues, assessments, gifts, or gain from the operation of the Association shall be for the sole use of the Association, and no division thereof shall, at any time, be made to any member, except in reasonable payment of services rendered by any member to the Association, at the request of the Board of Directors.

Section 5. Dissolution.

If the Association should be dissolved, no member will receive any portion of its remaining assets or property. Upon dissolution, the balance of any assets or property of the Association which remains after all debits or obligations are paid will be distributed to any other non profit corporation which has been selected by the Associations Board of Directors and has been determined by the Internal Revenue Service to be exempt from federal taxes.

Article 11: Indemnification

Every Director, Officer or Employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees reasonably incurred or imposed upon him in connection with any proceedings to which he may be made a party, or in which he may become involved, by reason of his being or having been a Director, Officer or Employee at the time such expenses are incurred except in cases wherein the Director, Officer or Employee is adjudged guilty or willful misfeasance or malfeasance in the performance of his duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director, Officer or Employee may be entitled.