PREAMBLE
National Association Breweriana Advertising (hereafter NABA) is a non-profit corporation organized under the laws of the State of Illinois, for the purpose of promoting the appreciation and preservation of brewery advertising through research of brewery history in the United States. All of the property held and to be acquired by NABA will be dedicated to the accomplishment of the purpose of the Association, and no part of the assets or income of the Association will ever inure to the benefit of any person.

ARTICLE I. MEMBERSHIP

SECTION ONE: MEMBERSHIP QUALIFICATIONS
The sole qualifications for membership in NABA will be an interest in the purpose of the Association, and periodic financial support through dues and assessments.

SECTION TWO: CLASSES OF MEMBERS
NABA will have the following classes of Members:
a. Regular Membership is attained by payment of annual dues and assessments, and entitles the member to receive all NABA publications, and to participate in all NABA sponsored functions.
b. Honorary membership status may be awarded by The Board of Officers and Directors (hereafter "BOARD") for extraordinary contributions to NABA. An Honorary membership can be approved by the unamenous vote of those present at the Board meeting. Honorary Members will pay no dues and assessments, but will be included on the NABA mailing list, and are entitled to participate in all NABA sponsored functions.

SECTION THREE: MEMBERSHIP STATUS
Membership status, in any category, may be terminated by a majority vote of the Board for cause. Such termination action and cause will be stated in writing to the member affected. Any member so charged will be afforded the opportunity to appear before the Board at its next regularly scheduled Meeting to answer such charges, prior to final Board action on Membership termination.

SECTION FOUR: VOTING RIGHTS
Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the Members. Honorary Members will be Non-voting Members.

ARTICLE II. MEMBERSHIP MEETINGS

SECTION ONE: ANNUAL MEETINGS
An Annual Meeting of the Members will be held each year during the Annual Convention, for the purpose of transacting such business as may come before the Meeting. No notice of the Regular Membership Meeting will be required, other than through notices of the Annual Convention.

SECTION TWO: SPECIAL MEETINGS
Special meetings of the Membership may be called either by action of the Board, or by petition of not less than one tenth of the members having voting rights. A quorum of not fewer than twenty percent (20%) of the total membership on the date of the Special Meeting will be required to conduct business. The President shall designate the time and place of such Special Meetings, giving not less than thirty (30) days advance notice to the total membership.

ARTICLE III: BOARD OF OFFICERS AND DIRECTORS

SECTION ONE: GENERAL POWERS
Management of the affairs of NABA will be vested in its Board. A quorum of The Board shall be a majority of all the voting Board members.

SECTION TWO: MEMBERS OF THE BOARD
The Board shall consist of the President, Vice President, Secretary, Treasurer, Executive Secretary and a minimum of five additional persons elected as Directors. No individual shall occupy more than one position on the Board.

SECTION THREE: NOMINATIONS
Any Regular Member of NABA may nominate him- or herself, or any other Regular Member by indicating in writing the name of the nominee to the President or Executive Secretary before May 1 of each year. Prior approval, by the Regular Member to be nominated, must be obtained.

SECTION FOUR: ELECTION OF OFFICERS AND DIRECTORS
The Election of Officers and Directors will be by ballot, mailed to each Regular Member, postmarked not later than June 15 of each year. All candidates for Office will be listed thereon, even if running unopposed. Each ballot must be returned to the President or Executive Secretary by United States Mail, postmarked no later than July 15 of each year. Ballots will be tabulated during the Annual Convention by those members of the Board not involved in a contest for office, and the newly elected Officers will be announced at the Annual Membership Meeting.

SECTION FIVE: TERM OF OFFICE
The term of each Officer and Director will be for two (2) years, except for the Executive Secretary. Officers and at least two (2) Directors will be elected in even numbered years, and three (3) Directors will be elected in odd numbered years. Should the number of Directors be increased, a similar ratio of staggered elections will be employed. Terms of Office begin and end at the Regular Membership Meeting at Annual Convention.

SECTION SIX: VACANCIES
Any vacancy occurring on the Board because of the death or resignation of any Officer or Director shall be filled by the Board at their next Regular Board Meeting. An Officer or Director appointed to fill a vacancy shall be appointed only for the unexpired term of his predecessor in office.

SECTION SEVEN: MEETINGS OF THE BOARD
Meetings of the Board will be held at least twice annually. The times and exact locations for such meetings will be by resolution of the Board, without further notice.

SECTION EIGHT: DUTIES OF THE OFFICERS AND DIRECTORS
Duties of Officers and Directors will be:
a. The duties of the Directors will be to attend all meetings of the Board, and to establish policy on matters of NABA administration. Directors may serve as Chairmen of permanent or ad-hoc committees as directed by the President.
b. The President shall be the principal Executive Officer of the Corporation, and will implement policy decisions as formulated by the Board. He or she will preside at all meetings of the Board. The President will execute any contracts, deeds, bonds or other instruments for the Corporation which the board has authorized, except for those instances in which authority to execute any of the Presidents' duties on behalf of NABA is expressly delegated to another member of the Board. The President will have any additional powers as are specifically delegated by these By-Laws, and any or all duties or powers may be delegated only to another member of the Board.
c. The Vice-President shall assist the President in the discharge of his duties as President, and in the absence of the President or in the event of his inability or refusal to act, will have, at the expressed direction of the Board, all of the powers and authorities heretofore delegated to the President.
d. The Treasurer shall be the principal Accounting and Financial Officer of NABA. He or she shall have charge and be responsible for the maintenance of adequate books of account for the Corporation; have charge and custody of all funds and securities of the Corporation, and be responsible thereto, and for the receipt disbursement and accounting thereof; and shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board. If required by the Board, the Treasurer shall give a surety bond for the faithful discharge of his duties in such sum and with such surety as the Board shall determine.
e. The Recording Secretary shall record the minutes of meetings of the Members and of the Board, and any additional duties as may be directed by the Board.
f. The Executive Secretary will be appointed annually by The Board, to perform such functions on a continuing basis as may be directed by the President and Board. He or she will see that notices are duly given in accordance with provisions of the By-Laws or as required by law; be custodian of the Corporate Records and of the Seal of the Corporation, and will maintain a register of the Post Office addresses of each Member. He or she will be entitled to vote at board meetings.
g. The Registered Agent shall be such member of the Association, a resident of Illinois, as appointed by the Board from time to time.

SECTION NINE: PUBLICATIONS
NABA shall periodically publish a magazine THE BREWERIANA COLLECTOR, containing items of interest to the Membership. An Editor will be appointed by the Board to perform the necessary functions to permit typesetting and printing this publication. The Editor, although encouraged to attend and participate in regular Board meetings, will not have a voting seat on the Board.

ARTICLE IV. CONTRACTS, DEPOSITS AND MANAGEMENT OF FUNDS

SECTION ONE: CONTRACTS
The Board may authorize any officer or Director, The Executive Secretary or other agent or agents of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; any such authority may be general, or continued to specific instances.

SECTION TWO: DEPOSITORIES
All funds of NABA shall be deposited from time to time to the credit of NABA in such banks, trust companies or other Federally insured depositories as the Board may select.

SECTION THREE: CHECKS AND DRAFTS
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the board, such instruments shall be valid if signed by the Treasurer.

SECTION FOUR: GIFTS
Any contribution, gift, bequest or device for the general purposes of the Corporation, or for any special purpose so designated, may be accepted on behalf of NABA only by the Board.

SECTION FIVE: FISCAL YEAR
The fiscal year of NABA will be from January 1, to December 31, of each calendar year. A Membership year need not coincide with the fiscal year, but will be determined, from time to time, by resolution of the Board.

ARTICLE V. CHAPTERS

SECTION ONE: CREATION OF CHAPTERS
The board may, by majority vote, warrant the affiliation of one or more chapters of NABA upon written application by no fewer than ten (10) persons.

SECTION TWO: APPLICATION FOR CHAPTER STATUS
Application for Chapter Status will be presented to the Board and shall contain the following information:
a. The name, address and signature of each person supporting the application.
b. A description of the territory the chapter purposes to serve.
c. The purpose of the Chapter, if specifically stated in the By laws.

SECTION THREE: CHAPTER REGULATION
a. A Chapter must abide by the Preamble of the By-Laws of NABA, a non-profit Corporation.
b. A minimum of two Chapter Officers and Directors must maintain membership in NABA.
c. A Chapter cannot represent itself as an agent, incur debts, or contract in the name of NABA.

SECTION FOUR: CHAPTER PRIVILEGES
a. A Chapter may describe itself as an affiliate of NABA, and may advertise its' functions as sanctioned by NABA.
b. Chapter Names and a list of Chapter Officers will be published in the annual NABA Membership Directory.
c. A Chapter may advertise functions and report on activities on a Regular basis, without charge, in the NABA Breweriana Collector Publication.
d. A Chapter may advertise, with prevailing charges, in the NABA Membership Directory.

SECTION FIVE: CHAPTER STATUS
Chapter status may be terminated by a majority vote of the board for cause so stated in writing to the chapter affected. Any Chapter so charged will be afforded the opportunity to appear before the Board to answer such charges prior to final board action.

ARTICLE VI. DISSOLUTION
Upon dissolution of NABA, for whatever reason or however effected, all the assets of the Corporation then remaining will pass to and vest in The Smithsonian Institution, for the appreciation and preservation of Breweriana Advertising, and research of the history of the United States Brewing Industry; provided further that this article may not be amended or changed except by a vote of two-thirds of the Regular Members of NABA.

ARTICLE VII. AMENDMENTS
The power to alter, amend, or repeal the By-Laws, and adopt new By-Laws, shall be vested in the Board unless otherwise provided in the Articles of Incorporation or by Illinois law. Such action may be taken only at a Meeting of the Board, which must be preceded by 30 days written notification stating that such action is contemplated, and identifying the specific proposed changes. 75% of the Board Members must be present and voting at such a meeting. The By-Laws may contain any provisions for the regulation and management of the affairs of NABA not inconsistent with its' purpose, the Articles of Incorporation, and within the law.