Revisions to the Club Constitution and By-Laws

[tony b]

As we discussed at last month's meeting, we need to update the Club's official docs (Constitution and By-Laws) to accommodate "Associate Members" so we can stay in compliance with IRS code for "non-profit social clubs" (aka 501(c)(7)), and to indemnify the Officers and the Club in case there's any problem at the Festival. As we also mentioned at last month's meeting, we are tightening up on the finance side of the house with more controls on spending Club funds. Lastly, we found a problem in the original version about what constituted a "Quorum" for voting on changes to these docs, which would have made it extremely difficult for us to do business.

The Cabinet has completed our proposal (attached). As you can see there are a lot of changes, but they generally all revolve around these basic issues.

Please review them and provide any comments you might have before next week's meeting, as we intend to vote on the final version at the meeting. This is essential business for us so that we can move forward with our Festival in the fall.

Your cooperation is greatly appreciated.

The Cabinet[/b]

[whitedj]

I am likely one of the few that have read [really... skimmed] through this paper, and below are thoughts/questions, I may have overlooked something.


1- legally we are not the cedar rapids beer nuts, right?   I thought the articles of incorporation listed us as something else, and beer nuts was an alias.   Don't know if this matters or not.... but since this is a legal document something like "CR brewing enthusiast" referred within this document as CR Beernuts"


2- does 2.1C prohibit us from pouring at festivals such as benz, newbo, etc.   OR times that we would not have a restricted audience such as big brew day [do we even pour samples there?], Reds, or similar type events?


3- Do members need to qualify as being a certain age?   or only a certain age to sample alcoholic beverages.


4- Do we want to call out associate members as being only for the club festivals within the constitution?  or do we want to call it out more generally [3.4]...  article 2 of the bylaws indicate associate membership is 1 month, but also indicates that the membership is for the festival.


5- article 9 section 6 change 'Officeror' to 'officer or'


6- article 11 section 2 'however' seems out of place...   'insubstantial degree', kinda vague; but I like it.





On Thu, Jul 11, 2013 at 4:45 PM, tony b <brew-members@crbeernuts.org (brew-members@crbeernuts.org)> wrote:

As we discussed at last month's meeting, we need to update the Club's official docs (Constitution and By-Laws) to accommodate "Associate Members" so we can stay in compliance with IRS code for "non-profit social clubs" (aka 501(c)(7)), and to indemnify the Officers and the Club in case there's any problem at the Festival. As we also mentioned at last month's meeting, we are tightening up on the finance side of the house with more controls on spending Club funds. Lastly, we found a problem in the original version about what constituted a "Quorum" for voting on changes to these docs, which would have made it extremely difficult for us to do business.

The Cabinet has completed our proposal (attached). As you can see there are a lot of changes, but they generally all revolve around these basic issues.

Please review them and provide any comments you might have before next week's meeting, as we intend to vote on the final version at the meeting. This is essential business for us so that we can move forward with our Festival in the fall.

Your cooperation is greatly appreciated.

The Cabinet[/b]



A Mighty Wind's A Brewing

Beer is proof that God loves us and wants us to be happy! Ben Franklin





Attachments:
Constitution - Rev 1 - draft C (standardized bylaw template additions).pdf

Post generated using Mail2Forum (http://www.mail2forum.com)

[JimPotts]

Thanks for reading it!  Some answers, below.

1- legally we are not the cedar rapids beer nuts, right?  

Incorrect.  An early draft of our constitution had a different name.  We're incorporated as Cedar Rapids Beer Nuts, Inc.

2- does 2.1C prohibit us from pouring at festivals such as benz, newbo, etc.   OR times that we would not have a restricted audience such as big brew day [do we even pour samples there?], Reds, or similar type events?

No.  We included the clause for legal purposes, but it does doesn't apply to festivals or such.  In the highly unlikely event that the club were to purchase a clubhouse, we couldn't offer it up for public use in exchange for money.

3- Do members need to qualify as being a certain age?   or only a certain age to sample alcoholic beverages.

I think we've always required members to be of legal drinking age.

4- Do we want to call out associate members as being only for the club festivals within the constitution?  or do we want to call it out more generally [3.4]...  article 2 of the bylaws indicate associate membership is 1 month, but also indicates that the membership is for the festival.

Good catch, we intended to strike that "one month" bit.  The associate membership is to allow entry into the festival and any regular (not full-member-only) club meeting.

Post generated using Mail2Forum (http://www.mail2forum.com)

[Bear]

just suggestions, not fluent in grammar or legalese.

line 42 - do we have 'goals' on top of our purposes?
article 8, section 1, paragraph e - shouldn't this include the 25% quorum?
article 9, section 2, paragraph c - same deal

[Matt F]

I like beer.

[tony b]

just suggestions, not fluent in grammar or legalese.

line 42 - do we have 'goals' on top of our purposes?
article 8, section 1, paragraph e - shouldn't this include the 25% quorum?
article 9, section 2, paragraph c - same deal

Thanks for taking the time to providing comments.

1) Yes, we do - example, one of our club goals is to procure the Club Bus. Goals will change as they are accomplished, but Purposes are more of the Club's "Mission Statement."

2) & 3) The Cabinet debated quorum requirements extensively and decided that for major voting issues, like amending the Constitution/By-laws and electing officers, we wanted to encourage ALL Full Members to participate and vote, not just those who could actually attend a meeting. The "regular business" conducted at Membership meetings sets a minimum quorum so that if only a handful of members show up, business items can't be voted on.

I did note in reviewing your comments, that the "spending limit" vote is not caveated in Line 218, as it should be.

[tony b]

Quote:

4- Do we want to call out associate members as being only for the club festivals within the constitution? or do we want to call it out more generally [3.4]... article 2 of the bylaws indicate associate membership is 1 month, but also indicates that the membership is for the festival.

Good catch, we intended to strike that "one month" bit. The associate membership is to allow entry into the festival and any regular (not full-member-only) club meeting.

As a practical matter, it makes no difference as long as the Festival is held in October. Associates would not be allowed to attend the November meeting (Elections) and there is no regular December meeting due to the Holiday Party, which they can not attend either. And all memberships expire at the end of the calendar year.

Pottsie, the change we agreed to was to revise "in the calendar month that the dues are paid," since they could pay their Festival "dues" in September. However, there has to be a definitive time limit on when Associate Members are "active." If we think that the Festival will move in the future to earlier than October, we could revise the language to read: "Associate Membership is only good for the remainder of the calendar year after the dues are paid."

[whitedj]

Or shorten the time frame to 1 or 7 days?   


On Mon, Jul 15, 2013 at 12:53 PM, tony b <brew-members@crbeernuts.org (brew-members@crbeernuts.org)> wrote:

Quote: Quote:

4- Do we want to call out associate members as being only for the club festivals within the constitution? or do we want to call it out more generally [3.4]... article 2 of the bylaws indicate associate membership is 1 month, but also indicates that the membership is for the festival.

Good catch, we intended to strike that "one month" bit. The associate membership is to allow entry into the festival and any regular (not full-member-only) club meeting.



As a practical matter, it makes no difference as long as the Festival is held in October. Associates would not be allowed to attend the November meeting (Elections) and there is no regular December meeting due to the Holiday Party, which they can not attend either. And all memberships expire at the end of the calendar year.

Pottsie, the change we agreed to was to revise "in the calendar month that the dues are paid," since they could pay their Festival "dues" in September. However, there has to be a definitive time limit on when Associate Members are "active." If we think that the Festival will move in the future to earlier than October, we could revise the language to read: "Associate Membership is only good for the remainder of the calendar year after the dues are paid."



A Mighty Wind's A Brewing

Beer is proof that God loves us and wants us to be happy! Ben Franklin

Post generated using Mail2Forum (http://www.mail2forum.com)

[JimPotts]

The others can correct me, but I believe the decision was that the month-part was just to be struck.  It doesn't matter to us, because it's not really a problem (as you pointed out).  So from a legitimacy standpoint, it's better just to strike the one-month provision.

Post generated using Mail2Forum (http://www.mail2forum.com)

[brownbeard]

I was under the impression we were going to strike the one month provision. The only benefit from an associate membership is entry to the festival. Anyone can come to a public meeting.