Bylaws of the Golden State Brew Club

April 1, 2021

Revision: 1.0

ARTICLE 1: Name

The name of this not-for-profit organization is the Golden State Brew Club.

ARTICLE 2: Mission Statement

The Golden State Brew Club (GSBC) is first and foremost enthusiastic about educating and improving members’ knowledge of home brewing and tasting beer in an atmosphere that is free of beer snobbery. 

The GSBC is dedicated to bringing the craft beer and home brew culture to all.  We are committed to creating and maintaining a diverse membership that includes people of all colors, women and men, and members of the LGBTQ community. 

The GSBC is devoted to giving back.  Our goal is to use our skills as homebrewers to benefit the community by participating in events that raise funds for local scholarships and other philanthropic endeavors that are consistent with our values.   

ARTICLE 3: Membership

Membership shall be open to anyone with an interest in home brewing and/or improving their palate of beer, mead, cider, and/or sake.  Membership applications from individuals with no interest in the purposes as defined in Article 2 or having not reached the age of 21 shall be declined.

Membership term shall be for one year, ending on April 30.  

3:1 Membership Defined

3.1.1. Individual Membership

Individual members are persons at least 21 years of age at the time of their application and who have paid membership dues as described in Article 3.3.  Individual members shall have the right to attend all club meetings and events, vote for members of the Executive Board, vote on proposed changes of the club bylaws, hold office, be appointed to non-elected Executive Board positions and volunteer to conduct official club business.

3.1.2. Group Membership

Group Membership extends the Individual Membership to include the individual member’s partner.  All group members shall be persons at least 21 years of age at the time of their application.  The group membership is entitled to one vote on any club matter.  Either member may cast the one vote.

Group Membership includes only two persons. 

3.2. Membership Acceptance

Membership shall be accepted when the applicant has made payment of the appropriate dues, provided age verification by presentation of a government-issued identification and completion of the appropriate club application form.  Any Executive Board member may verify the applicant’s age.

3.3. Dues

The dues and fees for all club members shall be established by majority vote of the Executive Board at an annual Executive Board meeting.

Annual dues shall be paid at the annual April club meeting.

Failure to submit the amount of club dues by April 30 shall terminate an Individual and/or Group Membership for that calendar year.  Membership may be reinstated by payment of the full year’s dues.  No prorated dues are available for late payment.

[New members may be assessed half the dues if making an application during or after September.]

3.4. Revocation of Membership

Membership in the club may be revoked by motion and majority vote of the Executive Board.  Prior notification of the pending vote shall be given to the member in question and to the general membership.  Grounds for revocation of membership shall include evidence of action(s) by the member which are inconsistent with and in conflict with these bylaws.  The non-revoked member in a group membership shall continue and retain all rights and privileges of the group membership until the end of the membership year.

Revocation of membership shall only be for egregious acts committed by the member.  The process to revoke a member’s applications shall require:

1. Written notification to the individual.  Written notification may be by email, text, and/or other forms of electronic communication.
2. Notification to state the length of time of the revocation.
3. Notification to precede to the Executive Board by at least one monthly meeting before the next scheduled monthly meeting.
4. The Executive Board shall vote in person. Absentia or proxy votes shall not be permitted.
5. A majority vote of the Executive Board to invoke revocation.

Revocation shall be no less than the rest of the term of membership and may be as long as in perpetuity. No dues or fees shall be refunded upon revocation.

Reinstatement after completion of revocation term shall require said person to submit a new application and be in compliance with all provisions of Article 3.

ARTICLE 4: Management of the Club

The Executive Board is comprised of Mandatory Officers and Board Appointees

4.1 Executive Board

4.1.1 Members

The management of the club shall consist of a Board composed of the following members:

Elected Members:

• President
• Vice President 
• Secretary
• Treasurer

Appointed Members

• Sergeant at Arms 
• Cellar Master
• Publicity

Each member shall be in good standing as defined by Article 3.

4.1.2. Mandatory Officers

Mandatory Officers are the minimum officers required to form a Board.  The minimum shall include:

• President
• Vice President 
• Secretary
• Treasurer

Mandatory Officers may not hold more than one Mandatory Office, but may hold an Appointed Office and be a Mandatory Officer.

Mandatory Officers carry no term limits.  Mandatory and Appointed Officer responsibilities are defined in Article 5.

4.1.3. Officer Votes

A Board Member is limited to one vote regardless of the number of offices the Board Member holds.

4.1.4.  Terms of Office

All Mandatory Officers will be elected to serve two year terms.  All Appointed Officers will be appointed to serve two year terms. All Board Members shall have been active members in good standing.

4.2. Responsibilities

The Board shall determine the policies of the club, set annual membership dues and fees, and attend meetings.

4.3. Board Meetings

4.3.1. Schedule and Frequency

The Board shall meet annually, or as needed. Meeting dates shall be posted in the monthly club meeting notes.  Board meeting notes shall be published by email and other electronic forms of club communication so active members may have access.  

4.3.2.  Quorum

A quorum of the Mandatory and Appointed Officers of the board shall be necessary to conduct the formal business of the club and to adopt policies and positions.  A quorum is defined as three Mandatory Officers and one Appointed Officer, or two Mandatory Officers and two Appointed Officers, or all four Mandatory Officers.  

4.3.3.  Non-Meeting Motions from the Executive Board

The President may determine that a time-sensitive decision of the Board is required prior to the next scheduled Board meeting and therefore accept a motion to be considered and discussed by email, conference call, or other electronic means.  Procedurally, the motion may be presented by any member to the President.  The President will determine if the motion requires immediate action and is appropriate to be considered given the limited ability to interactively communicate.  If the President accepts the motion, it will be communicated to the entire Board and after a second motion is received, the Board may take a vote of affirmation or rejection.

Any Board member may request to the President that the motion be postponed until the next Board meeting.  The President shall be obligated to postpone the motion unless the request is overruled by a majority of the Board members.

If no request to postpone is received, the President will monitor discussion and call for a vote as appropriate.  The motion voted in the manner shall be recorded in the minutes of the next Board meeting.

4.3.4. Meeting Procedure

Robert’s Rules of Order, as revised, shall govern all procedural questions not specifically addressed by these bylaws.  These rules may be set aside in part or in whole by vote of the Board.  Robert’s Rules of Order shall not be set aside in fiduciary matters.

Unless otherwise stipulated in these bylaws, a majority vote of the membership in attendance shall suffice.  No votes by proxy or in absentia shall be allowed.

ARTICLE 5: Club Officers

The Officers shall have the usual powers of Officers in the administration of the affairs of the club.

5.1. Responsibilities

5.1.1. Mandatory Officers

5.1.2. President

• The President serves as the public face of the club.  Responsibilities include being the primary club representative; determines, with the advice of the Executive Board, the club’s general agenda; presides over club meetings; gives notice of the Annual Business Meeting; organizes club events; emcees events and makes appointments for various volunteers and tasks; ensures a slate of officers is prepared for the following term; conduct elections as per bylaws; ensures officers perform their duties; and performs duties as necessary to ensure the continuing operation of the club.

5.1.3. Vice President

• The VP serves as the club’s public face in the President’s absence.  Responsibilities include assisting the President in performance of the President’s duties; organizing club meetings; preside over club meetings in President’s absence; organize club events; prepare a slate of officers for the election; and perform duties as necessary to ensure the continuing operation of the club.

5.1.4. Secretary

• Responsibilities include recording and maintaining the minutes; assisting the President in completing reports required of the club; maintaining federal, state, and local reports on behalf of the club; housing official club documents; and maintaining the club’s non-profit status.

5.1.5 Treasurer

• Responsibilities include managing the club's financials, record and maintain the receipts of the club; disburse monies for expenditures in accordance with the policies adopted by the Board; maintain adequate books and records showing disbursements and income; issue semi-annual financial statements; notify members to be dropped from membership for failure to pay dues; maintain a roster of paid members; assist the President in completing records required of the club; be a signatory on the club financial accounts; present an annual budget; conduct annual audit of the treasury; and maintaining the club’s non-profit status. 

Shared Responsibilities:  All Mandatory Officers may volunteer to organize events, represent the club at official and non-official events, and delegate non-core duties to club members.  

5.1.6. Appointed Officers

The Sergeant at Arms, Cellar Master, and Publicity are nominated by members of the Mandatory Officers and are appointed by a majority vote of the Mandatory Officers.

5.1.7. Sergeant at Arms: 

• Maintains order during club meetings.

5.1.8. Cellar Master: 

• Maintains and stores event and festival equipment; Pop-ups; jockey box; CO2; glass washer.  Store club supplies necessary to ensure the continuing operation of the club.  Is available to assist and/or illustrate to members how to operate and use club equipment.  

5.1.9. Publicity: 

• Maintains the club’s primary means of community outreach.  Manages the club’s domain name services, website and email. Produces club flyers, club business cards and club stickers. Collaborates with treasurer as needed and performs duties necessary to ensure the continuing operation of the club.

5.2. Succession of Officers

In the absence or disability of the President, the Vice President shall succeed in those powers and duties of the President.

In the absence or disability of the Vice President, the Secretary shall succeed to those powers and duties of the Vice President.

In the absence or disability of the Secretary, the Treasurer shall succeed to those powers and duties of the Secretary.

Should an Officer fail or otherwise be unable to satisfactorily perform their duties, the position may be declared vacant by motion and concurrence of a majority of the Executive Board.

Should a vacancy occur, after succession is implemented, the Executive Board shall appoint a replacement to fill that vacancy by motion and majority vote.  The person appointed shall serve until the next Board is elected.

ARTICLE 6: Elections

6.1. Nominations 

Biennially, a slate of candidates shall be distributed to all club members at least 30 days in advance of the Annual Business Meeting.  No nominee's name may be included on the ballot without their express acceptance of nomination to a specific position on the Board. 

6.2. Elections 

Officer elections shall be held at the Annual Business Meeting. Candidates shall be elected with a majority vote of members present at the Annual Business Meeting. The newly elected Board will be seated on the first day of May following the election. 

ARTICLE 7: Annual Business Meetings

The Club shall hold an Annual Business Meeting each April, notice of which shall be given by email and/or text and posted on any electronic form available to the membership by the March monthly meeting. The purposes of the meeting shall be to: 

1. Biennially Elect Club Officers
2. Review matters of policy and finance.
3. Update members on the business of the Club.

ARTICLE 8: Amendment of Bylaws

Amendments to these bylaws may be proposed by any member of the Executive Board or by petition of at least a simple majority of the membership.

The motion/petition to amend the bylaws must be presented at a regularly scheduled Board meeting.  The specific text to amend the bylaws must then be communicated to the membership in written form prior to final consideration at the next monthly club meeting.  Concurrence of not less than three-quarters (3/4) of the voting members in attendance is required for passage.  During the meeting, minor changes that do not change the meaning nor intent of the amendment’s language may be allowed at time of adoption.

ARTICLE 9: Non-Profit Status, Powers, and Limitations 

9.1. Authority 

The Club is a non-profit educational and social organization. Except as otherwise limited by the provisions of these bylaws, the club shall have all the general rights and privileges and powers that may be conferred upon organizations under not-for-profit entities in the state of California. 

9.2. Payments 

No part of the net earnings of the club shall accrue to the benefit of or be distributed to its members, Officers, or any other private person, except that the club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this club as set forth in the articles of incorporation granted by the state of California.

9.3. Prohibition on Influencing Legislation 

No substantial part of the activities of the club shall be to carry on propaganda, or otherwise to attempt to influence legislation and the club shall not participate in or intervene in (including the publishing of statements) any political statements on behalf of any candidate for public office.

9.4. Restrictions to Preserve Not-For-Profit Status 

Notwithstanding any other provisions of these bylaws, the club shall not carry on any other activities that are not permitted: 

1. By a corporation exempt from federal income tax under Section 501(c)(7) of the Internal Revenue Code of 1984 (or the corresponding provision of any future Internal Revenue Code). 

9.5. Tax Deduction 

In accordance with IRS rulings, the Club as a 503(c)(7) eligible entity, does not issue statements of tax deductibility to anyone in regards to providing funds or other forms of financial or non- financial value, whether directly or indirectly, to the Club above and beyond that of the required membership dues and assessments. 

ARTICLE 10: Dissolution

It shall be the duty of the President upon club dissolution to make arrangements for the transfer of assets of the Golden State Brew Club. In the absence of the President, the highest ranking Officer shall bear this responsibility.