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 unanimous vote of the Board of Officers and Directors (hereafter “BOARD”) for extraordinary contributions to NABA. 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. The Honorary membership status may also apply to members designated as Emeritus for their long-standing service to NABA by serving on the Board.
c. Family Membership status may be awarded family members who reside in the same household as a Regular Member of NABA. The fee for a Family Member is $5 per year. Family Members are entitled to the same rights and privileges as a Regular Member, but only one copy of the Breweriana Collector and other mailings will be mailed to the household. Family Members may vote, can hold an appointed office, but cannot hold an elected office.
d. Corporate Membership status is directed towards industry sponsors and hobby alliance organizations. Corporate Membership entitles one designated person to represent the Corporate Membership and entitles the member to receive all NABA publications, and 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 Member (Regular, Family, Honorary, or Corporate) shall be entitled to one vote on each matter submitted to a vote of the Members.
ARTICLE II. MEMBERSHIP MEETINGS
SECTION ONE: ANNUAL MEETING
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 Association. No notice of the Regular Membership Meeting will be required, other than through notices of the Annual Convention.
a. The Annual Convention shall be chaired by a person appointed by the Board.
b. The Board shall have the authority to determine and/or approve the arrangements, programs, registration fees, budgets and agenda for each Convention.
c. The President and Treasurer must approve the final contract with the Convention Hotel before a signed commitment is made.
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. The Board of Directors may provide a system for absentee voting by mail, email, teleconference or telephone.
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 eligible voting Board members.
SECTION TWO: MEMBERS OF THE BOARD
The Board shall consist of the President, Vice President, Secretary, Treasurer, and a minimum of
five six additional persons elected as Directors. No individual shall occupy more than one elected position on the Board.
SECTION THREE: NOMINATIONS
Only Regular Members can hold elective office.
Each year, the President shall appoint a Nominating Committee of at least three (3) members, with the approval of the Board of Directors, not later than February 1. In even-number years, the Nominating Committee shall submit the names of nominees to serve as Officers (President, Vice President, Treasurer and Recording Secretary) to the Board of Directors by June 1 for election by the Board.
Each year, the Nominating Committee shall submit the names of at least three (3) nominees to serve as Directors to the Board of Directors, not later than June 1. Any Regular member may nominate himself or herself, or any member may nominate any Regular member, for a position as Director, by indicating in writing the name of the nominee to the Nominating Committee not later than June 1. Prior agreement of the member being nominated must be obtained.
SECTION FOUR: ELECTION OF OFFICERS AND DIRECTORS
The Officers of the Association shall be elected as follows:
The Directors of the Association shall be elected as follows:
SECTION FIVE: TERM OF OFFICE
The term of each Officer and Director will be for two (2) years. Officers and at least three (3) Directors will be elected in even numbered years, and at least three (3) Directors will be elected in odd numbered years. Terms of Office begin as of the day following the conclusion of the Annual Convention and shall continue until the conclusion of the second Regular Annual Meeting following their election or until their respective successors have been qualified and elected. Their term ends at the end of the Annual Convention after serving two years.
SECTION SIX: VACANCIES
The Board, at their next Regular Board Meeting shall fill any vacancy occurring on the Board because of the death or resignation of any Officer or Director. An Officer or Director appointed to fill a vacancy shall be appointed only for the unexpired term of his/her predecessor in office.
SECTION SEVEN: MEETINGS OF THE BOARD
Meetings of the Board will be held at least twice annually in addition to the Annual Convention. Board meetings maybe held live or via a teleconference. 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. The President will have any additional powers as are specifically delegated by these Bylaws 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. The Vice-President shall serve in the role of Membership Chairperson.
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 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 design 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.
SECTION TEN: APPOINTED POSITIONS
The President with concurrence by the Board will appoint Chairpersons to the following activities:
ARTICLE IV. CONTRACTS, DEPOSITS AND MANAGEMENT OF FUNDS
SECTION ONE: CONTRACTS
The Board may authorize any Officer or Director, or other agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, 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
Only the Board may accept any contribution, gift, bequest or device for the general purposes of the Corporation, or for any special purpose so designated, on behalf of NABA.
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 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 Bylaws.
SECTION THREE: CHAPTER REGULATION
a. A Chapter must abide by the Preamble of the Bylaws of NABA, a non-profit Corporation.
b. A minimum of one Chapter Officer and one or more other Officers and/or 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 NABA website.
c. A Chapter may advertise functions and report on activities on a Regular basis, without charge, in the NABA Breweriana Collector Publication.
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 Bylaws, and adopt new Bylaws, 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. Two thirds of the current Board Members eligible to vote must be present and voting at such a meeting. These Bylaws may be amended by a two-thirds vote of the Board members in attendance. The Bylaws 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.