Worts of Wisdom Homebrewing Club By-Laws RECOGNIZED BY THE AMERICAN HOMEBREWERS ASSOCIATION Table of Contents Article I. Name 1 Article II. Definitions 1 Article III. Objectives 1 Article IV. Membership 1 Article V. Membership fees 2 Article VI. WORTS OF WISDOM Censure, Probation, Fines, Suspension, Expulsion 2 Article VII. The Club 3 Article VIII. The Executive Committee 3 Article IX. Executive Committee/Club Duties/Quorum 3 Article X. Duties of the Officers 4 Article XI. Meetings 5 Article XII. Elections 6 Article XIII. General 7 Article XIV. Contracts and Agreements 7 Article XV. Expenses 7 Article XVI. Recall of Executive Committee Members 8 Article XVII. Policy 8 Article I. Name The name of the organization shall be the WORTS OF WISDOM HOMEBREWING CLUB. The WORTS OF WISDOM HOMEBREWING CLUB is recognized and in good standing with the American Homebrewers Association. Article II. Definitions Section 1. Whenever the words "WORTS OF WISDOM" or the acronym "WOW" are used in these By-Laws, they shall mean WORTS OF WISDOM HOMEBREWING CLUB. Section 2. Whenever the word "Club" is used in these By-Laws, it shall mean that body described in Article VII, Section 1. Section 3. Whenever the term "Individual Member" is used in these By-Laws, it shall mean a person who has obtained membership in the WOW by paying club dues and participating as an active member. Section 4. Whenever the term "Executive Committee" is used in these By-Laws, it shall mean President, Vice President, General Secretary, Treasurer, and Special Event Coordinator. Section 5. As used in these By-Laws, the masculine gender shall be deemed to include feminine, or neuter, and the singular or plural number, whenever the context so indicates or implies. Section 6. The WORTS OF WISDOM fiscal year is 1 January through 31 December. Article III. Objectives Section 1. The objectives of the WORTS OF WISDOM are as follows: A. Promote the hobby of homebrewing by learning more about brewing, sharing their brewing experiences and their beers amongst members throughout the southern San Francisco Bay Area; B. Coordinate the activities, competitions and functions of the affiliated members; C. Sponsor open competition within the area; D. Establish friendly relationships with similar organizations throughout the San Francisco Bay Area; E. Establish rules of entry and regulations utilized during WORTS OF WISDOM sponsored competitions and AMERICAN HOMEBREWERS ASSOCIATION sanctioned competitions. Section 2. The WORTS OF WISDOM shall be a not-for-profit, non-political, non-sectarian and non-sexist organization. Article IV. Membership Section 1. Membership is open to any person who evidences interest in homebrewing as a hobby and the sensory evaluation of beer. Membership is limited to individuals domiciled in the US. A member or individual member shall be considered to be properly registered when, within current policy the applicant's application for membership has been received by the General Secretary and with cause may be subject to approval by a two-thirds (2/3) majority of the Club. Club Member voting, on submitted applications, may take place by mail or at any scheduled Club Meeting. Section 2. All memberships are subject to approval by the General Secretary, and are subject to review by the Club members. Section 3. All professional affiliations are subject to approval by the President and General Secretary, and are subject to review by the Club members. Section 4. A membership may be terminated or restricted with cause by a two-thirds (2/3) majority vote of the Club. (See Article VI). Article V. Membership fees Section 1. Membership fees shall be established, and may be revised, by a two-thirds (2/3) majority vote of the Club Members, and shall be payable annually. Section 2. Membership fees shall be applicable for one (1) year at a time. Section 3. The annual individual membership fees for a Member is twelve dollars ($12). The annual membership for a cohabiting brewing partnership is eighteen dollars ($18). Newsletter subscriptions are available at a cost of six dollars ($6) per year for at least ten issues. Section 4. The annual membership fees will reduced by half on July 1 for the remainder of the calendar year. Individual membership will be reduced to six dollars ($6). Cohabiting brewing partners will be reduced to nine dollars ($9). Newsletter subscriptions will be reduced to six dollars ($3) Article VI. WORTS OF WISDOM Censure, Probation, Fines, Suspension, Expulsion Section 1. Perspective A. Categorically, and without restriction, the WORTS OF WISDOM reserves the right to censure, fine, suspend or expel (terminate) any Member or Officer who willfully creates disharmony, behaves in a manner prejudicial to order and discipline or tarnishes the image of the club and/or homebrewing as a hobby. B. No Member, Officer nor Guest needs to tolerate harassment, belligerency or defamation from any WORTS OF WISDOM member. Section 2. Procedure A. The General Secretary will prepare a list of charges based on verbal and/or written documentation or observation. B. The General Secretary will prepare, within 20 days of item A, a letter to the accused informing him of the WORTS OF WISDOM's intent to take disciplinary action and requesting him to submit his side of the issue. C. Upon receipt of the statement of the accused (or 10 days, whichever comes first) the General Secretary will send copies of all documentation to each Executive Committee Member, asking for individual votes on recommended action. Disciplinary action requires a two-thirds (2/3) majority vote of the Executive Committee. D. The Executive Committee's decision in such a matter may be appealed by the member concerned, to a Special Committee composed of at least five (5) Club Members, drawn by lot. Such appeals must be in writing and have been received by the President, via registered mail, no later than fourteen (14) days after the Executive Committee's ruling. The General Secretary shall notify, by mail, the selected Club Members within ten (10) days of receipt of the appeal and forward to each, copies of complete correspondence. E. The Club Members will be instructed to vote pro or con after consideration within ten (10) days of receipt. Their decision is final and binding on the WORTS OF WISDOM. F. The General Secretary will advise the President of the decision who, in turn, will formally notify the accused. Article VII. The Club Section 1. The Club shall be comprised of the Executive Committee, as defined in Article VIII Section 1, plus the Members in the club. Section 2. The Club shall vote on general issues that are presented to them at regular meetings. Issues before the Club require a simple majority for passage. Article VIII. The Executive Committee Section 1. The Executive Committee shall be comprised of the President, Vice President, General Secretary, Treasurer, and the Special Events Coordinator. The Special Events Coordinator shall be called upon to cast the deciding vote in the case of an Executive Committee vote being tied, pursuant to Section 7 of Article X, but is otherwise not associated with the Executive Committee. Section 2. When any Executive Committee vacancy occurs (including Events Coordinator) it shall be filled in accordance with Section 4 of this article to bring Committee Membership up to the required total, as established in Section 1 of this Article. Such additions must be made no later than the next club meeting. The only joint offices allowed are: A. Vice President and Special Events Coordinator B. General Secretary and Special Events Coordinator Section 3. Each Committee Member shall be elected for a period of one (1) year and shall take office no later than the first Club meeting occurring after the date of election. Section 4. Should a Committee Member resign or be removed from office during the interim between regular Club Meetings, the Executive committee shall be empowered to appoint an interim Committee Member to fill the vacancy until the next Club meeting, thereby allowing time for an election to be held to fill the position. Section 5. Committee Members suspended or expelled, as per Article VI, Section 1, shall not be permitted to run for office nor vote in the subsequent election. Article IX. Executive Committee/Club Duties/Quorum Section 1. The Executive Committee must meet at least twice each year. The Club must meet at least ten times per year. The meeting dates, times and locations will be determined by the President. Attendance shall be excused if notice of the meeting is not received at least thirty (30) days prior to the meeting. Section 2. Club and Committee Meetings shall have no time limit. A maximum of fifteen (15) minutes may be allowed for the purpose of completing a point under discussion. This Section may be waived by the unanimous vote of the Club or Committee Members in attendance. Section 3. A simple majority of Club Members in attendance shall constitute a Quorum for a Club meeting. The President (or in his absence, the Vice President), Treasurer and General Secretary shall constitute a Quorum at an Executive Committee Meeting. When a Club Member cannot attend a scheduled meeting, that individual may assign his voting rights by written proxy to another Club Member. Attending members may carry a maximum of two proxy votes. In the absence of the President and Vice President, the Senior Executive Committee Member shall assume the Chair. Section 4. Conflicts of Interest A. A conflict of interest shall be deemed to exist whenever a member of either the Club or the Executive Committee shall be materially involved with a business in the field of commercial brewing, beer distribution or beer sales promotion, either by ownership thereof, or being employed thereby. When a member is deemed to have a conflict of interest, said member shall in general not have a vote in any issue, before either the Club or Executive Committee, which may be perceived as having any effect, positive or negative, on the business establishment with which he is associated. B. Any person qualifying for a Conflict of Interest as per item A of this Section and Article may submit his ability to vote on an any issue before either the Club or the Executive Committee, pursuant to a vote by the Club or Executive Committee as per item C of this Section of this Article. C. A simple majority of either the Club or Executive Committee (whichever is in session) shall constitute a Quorum in the event a person with a Conflict of Interest submits his ability to vote on any issue before the respective assemblage. D. No person deemed to have a Conflict of Interest shall be allowed to hold any offices jointly, irrespective of Section 2 of Article VIII. E. A simple majority of either the Club or Executive Committee shall constitute a Quorum if a vote shall be contested by a person with a Conflict of Interest as defined in item A of this Section. F. Any member of the club may protest the right of a person with a Conflict of Interest to vote in an issue in which that person's vote can effect the result of the vote of either assemblage. Article X. Duties of the Officers Section 1. PRESIDENT: The President shall preside at all Club and Executive Committee Meetings unless excused by virtue of the NO VOTE PROVISO. The President shall decide all questions of order, appoint all Committees (other than the Executive Committee), unless otherwise ordered, and be an ex-officio member of all Committees. Section 2. VICE PRESIDENT: The Vice President shall assist the President in maintaining the efficiency of the operation, and in either the absence or resignation of the President, he shall assume the duties normally performed by the President, pending an election for the position of the President. Section 3. Should both the President and Vice President take leave of Office, the Senior Executive Committee Member shall assume the duties of the President with the provision that he calls for an Election (voting by mail) within thirty (30) days of their leaving Office. Section 4. GENERAL SECRETARY: The General Secretary shall record the minutes of all Club and Executive Committee Meetings, notify parties of their election to the Committee, issue the results of all Club Meetings and Elections, conduct the general correspondence of the Club, perform such other duties as may from time to time be imposed upon him, and at the expiration of his term of office, turn over all pertinent papers and diskette records of the club to his successor. In addition, the General Secretary is responsible for producing and distributing the Club Newsletter on a regular basis to all Members in the Club, as well as such similar homebrewing clubs, professional affiliations and local homebrew supply businesses who are willing to distribute the newsletter. Additionally, the General Secretary may be the main contact point between the WORTS OF WISDOM and the American Homebrewers Association, of which the WORTS OF WISDOM is affiliated. He would be responsible for distribution of communication from the American Homebrewers Association to club members and relevant professional affiliations. The General Secretary must own, or have access to, a computer of some kind on which to produce the Newsletter exhibiting semi-professional results. Section 5. TREASURER: The Treasurer shall receive and maintain sole custody of all WORTS OF WISDOM funds and shall promptly deposit all moneys received. He shall be responsible for all collection of fees and fines. He shall be required to submit a Treasurer's Report at least annually. The Treasurer, at the discretion of the Club, shall submit the books for annual audit at the end of each calendar year. As deemed necessary by the committee, an independent auditing firm will be engaged to conduct the audit review and submit their findings to the Club. The Treasurer will provide to every General Membership Meeting a current financial statement of WORTS OF WISDOM Treasury funds. Further, he will notify immediately the member of all returned checks. The Treasurer is empowered to collect, on behalf of the WORTS OF WISDOM, a fifteen dollar ($15) charge for each check which is returned to the WORTS OF WISDOM due to insufficient funds. Section 6. SPECIAL EVENTS COORDINATOR: The Special Events Coordinator is responsible for organizing and executing the Club events such as social gatherings, club projects, special meetings and for the purpose of determining the Members that shall represent the Club in AHA Club-only Competitions, as well as communicating to the Club Membership the dates involved in these events. Such events currently include "CLUB-ONLY" and the AHA NATIONAL competitions. Additionally, the Special Events Coordinator may be the main contact point between the WORTS OF WISDOM and the American Homebrewers Association, of which the WORTS OF WISDOM is affiliated. He would be responsible for distribution of communication from the American Homebrewers Association to club members and relevant professional affiliations. Section 7. NO VOTE PROVISO: No Executive committee member may vote on protests involving himself. Article XI. Meetings Section 1. EXECUTIVE COMMITTEE MEETINGS: Participation in such meetings shall be obligatory on and limited to the President, Vice President, General Secretary, Treasurer, and Special Events Coordinator. The Executive Committee is the Business Office of the WORTS OF WISDOM. Its' duties shall include but are not limited to: developing the next annual budget; initiating long range planning; and, deciding policy issues of an organizational and financial nature. Executive Committee meetings may be called at any time by the President, and any Executive Committee member may petition the President to call an Executive Committee Meeting. Any and all Executive Committee decisions are subject to full membership review and approval when placed on the next Club Meeting Agenda, upon the request of one or more Club Members. Section 2. ELECTION MEETINGS: All general elections shall be effected by mail. Section 3. RECALL MEETINGS: Such meetings shall be effected by mail, and shall be subject to the provisions set forth in Article XVI. Section 4. Unless otherwise specified, all meetings shall be called for at the discretion of the President. Section 5. Unless otherwise specified, meetings' announcements must be mailed at least seven (7) days in advance of the meeting date for Club Meetings, and thirty (30) days for Executive Committee Meetings. Section 6. It is the responsibility of all Club Members and Executive Committee Members to maintain a current and valid mailing address with the General Secretary. Section 7. Such addresses shall be those to which notice(s) shall be sent whenever required by other provisions of these By-Laws. Article XII. Elections Section 1. Elections for WORTS OF WISDOM offices shall take place annually as follows: POSITION ELECTION TERM President January 1 Year General Secretary January 1 Year Vice President July 1 Year Treasurer July 1 Year Special Events Coordinator July 1 Year Section 2. The WORTS OF WISDOM General Secretary shall call for candidates for all appropriate existing WORTS OF WISDOM positions no sooner than forty-five (45) days and no later than thirty (30) days prior to the scheduled date for the election of such positions. Those qualified persons wishing to place themselves in contention for WORTS OF WISDOM Office or Offices shall notify the WORTS OF WISDOM General Secretary in writing (by mail), or by phone, no later than twenty (20) days prior to the date of such Election. Date of postmark shall be the determining factor in the case of notification by mail. Section 3. All Elections for WORTS OF WISDOM Executive positions shall be effected by secret ballot. It shall be the responsibility of the WORTS OF WISDOM General Secretary to call for candidates and construct such a ballot and distribute it to all incumbents and Club Members as appropriate, by mail. All ballots will be returned to the General Secretary for counting, except for the Office of General Secretary; in this case, the President will count the ballots. Section 4. The candidates for WORTS OF WISDOM Executive Officer positions shall be limited to incumbent or past Executive Officers, the current Club Members in good standing for no less than one (1) year, except as provided for in Article VIII, Section 5, or Article XII, Section 5, or Article XVI, Section 5. Section 5. The position of Treasurer is exempt from Section 4 above. Rather, qualifications for the office of Treasurer shall be based on a prior experience in the field of accounting. In addition, the nominee(s) for Treasurer should possess a general knowledge of the hobby of homebrewing and be nominated by a Club Member in good standing. Section 6. A candidate receiving a simple majority of the votes returned shall be considered elected, except as stated in Section 7 of this Article. Section 7. Should more than two (2) candidates be nominated and run for any of the aforementioned Offices, the following shall prevail. A. Any candidate receiving at least fifty-one percent (51%) of the votes cast shall be considered elected, or B. Should the conditions under (A) not prevail, there will be a runoff between the two (2) candidates receiving the highest number of votes on the first ballot. Section 8. In the event that there are zero nominations, or only one nomination (who is the incumbent), for any office, the incumbent will remain in office for another term. Section 9. No person, authorized to vote in an Election, may vote more than once per candidate. Section 10. As a prerequisite to running for WORTS OF WISDOM positions, a person must possess a membership in the WORTS OF WISDOM and be in good standing with the WORTS OF WISDOM, except as provided for in Article XII, Section 5. Section 11. Executive Committee vacancies shall be filled temporarily by the President, for a period not to exceed ninety (90) days. An election, under these circumstances, to fill such vacancies, shall be effected by mail, and shall take place during said ninety (90) day period. Article XIII. General Section 1. The Executive Committee is given full power to make, alter, amend or repeal any and all By-Laws of the WORTS OF WISDOM at any Executive Committee Meeting, and they may do so without prior notice of their intention to so act. The Executive Committee may also effect this section by mail, if circumstances so warrant. A two-thirds (2/3) majority vote of the Executive Committee Members is required to make, alter, amend or repeal any By-Law of the WORTS OF WISDOM. Section 2. Rules and regulations to supplement these By-Laws shall be devised as needed for the purpose of clarity and uniformity. Any additions, deletions or changes may be made to these Rules by a simple majority vote of the Club. Section 3. The Order of Business and/or procedures of any Club Meeting or Executive Meeting, or any subject not covered by these By-Laws, or noted in Club Minutes shall be subject to "Robert's Rules of Order Revised". However, should there be a conflict between these By-Laws and "Robert's Rules of Order Revised", the latter shall prevail. Section 4. These By-Laws shall be reviewed and updated by the General Secretary (subject to a two-thirds (2/3) majority Executive Committee approval) on an annual basis. Article XIV. Contracts and Agreements Section 1. The Executive Committee (Business Office) shall have authority to enter into contracts and agreements in the name of the WORTS OF WISDOM. A two-thirds (2/3) majority vote of the Executive Committee Members is required to enter into contracts and agreements in the name of the WORTS OF WISDOM. The Executive Committee may determine that the contract or agreement warrants General Membership approval based on the conditions of the contract or agreement. Such contracts and agreements must bear the signature of the President and the General Secretary, in order to make such contracts or agreements binding upon the WORTS OF WISDOM Article XV. Expenses Section 1. Any Member, under the direction of the Executive Committee, is to be reimbursed for all legitimate expenses incurred in the name of the WORTS OF WISDOM. Section 2. All expenses are subject to approval by a simple majority vote of the Executive Committee Members in attendance at any Executive Committee Meeting. The Executive Committee may also effect this section by mail, if circumstances warrant. Section 3. All expenses in excess of $100 require written approval from the President or Vice President and the Treasurer. Article XVI. Recall of Executive Committee Members Section 1. Any Executive Committee Member may be recalled from Office by a two-thirds (2/3) majority vote of those Executive Committee Members in attendance at any Executive Committee Meeting. The WORTS OF WISDOM may also effect this section by mail, if circumstances so warrant. Section 2. Any Executive Committee Member recalled has the right to appeal such recall action. Such appeals must be in writing and received by the WORTS OF WISDOM General Secretary (via registered mail) no later than fifteen (15) days after the recall ruling. If, after consideration of the appeal by the Executive Committee, the appeal is rejected, there can be no further appeal. Section 3. Recall voting shall be accomplished by secret ballot. Section 4. Should Recall take place at an Executive Committee Meeting, it shall be immediately followed by an election, by those Executive Committee Members present at such Meeting, to fill the created Executive Committee vacancy or vacancies. Any recall at an Executive Committee meeting will be in accordance with Section 1, 2, and 3 of this Article. Any vacancies created by Executive recall action will be filled by the Executive Committee per Article VIII, Section 4. If the President is recalled, the Office shall be assumed by the Vice President, after which a new Vice President shall be elected. After the new Vice President has been elected, and if the election of the Vice President has resulted in a vacant Executive Committee office, the General Secretary shall commence making the proper arrangements to fill the vacant office (i.e., Treasurer) as soon as possible, and no later than ten (10) days following the Treasurer's election to the Vice Presidency of the WORTS OF WISDOM, per Article XII, Section 2. Section 5. Any Executive Committee Member who is recalled will not be eligible for Office for a period of three (3) years from the date of recall. Section 6. Should the President be recalled and appeal his case, his duties shall immediately be assumed by the Vice President until a final determination is made by the Executive Committee. In the absence of the Vice President, his duties shall be assumed by the Senior Executive Committee Member. Section 7. The Executive Committee is the highest WORTS OF WISDOM authority regarding Recall proceedings, and Executive Committee decisions in such matters shall require a two-thirds (2/3) majority vote of the Executive Committee. Article XVII. Policy Section 1. Policy changes and temporary rulings, as approved by a simple majority vote of the Executive Committee Members, and general information will be in the form of announcements issued by the WORTS OF WISDOM General Secretary. These policy changes and temporary rulings will be considered to be in force immediately upon receipt. Section 2. It is the responsibility of all Club Members and Executive Committee Members to read any announcement issued by the WORTS OF WISDOM.