Brewers Association Board Amends Bylaws, Shifts Seat to Taprooms

Link to article

Share Post

On June 30, 2021, the Brewers Association (BA) Board of Directors made an adjustment to the bylaws to reduce the number of possible non-designated (“at-large”) seats from six to five and increase the number of taproom seats from two to three. This change allows for taproom brewery members to elect a board representative each calendar year. When the taprooms membership class was created in 2018 to reflect the emergence of this business model, the bylaws were amended to create the first two seats for the taprooms class with an intention to revisit the number of seats at a later date.

In addition to this change, the board cleaned up some other language related to specifying designated directors for the purpose of consistency, and amended the role of secretary/treasurer to reflect the position’s functions related to minutes and agendas. In accordance with the bylaws, these changes will go into force after a 20-day period (July 19, 2021). If you have any questions, comments or input, please email the BA’s Senior Vice President of the Professional Brewing Division Paul Gatza at paul@brewersassociation.org.

Read the full bylaws on the BA website. See changes below.

Article I, Section 3, A:

Maximum of six non-Designated Directors to be changed to five in February 2022. Section to be substituted out in February 2022 with the following:

[iv] There may be a minimum of zero and a maximum of five non-Designated Directors as deemed necessary by the Board of Directors.

Article I, Section 3, B:

Sections to be substituted out in February 2022 with the following:

Eligible Designated Directors shall include seven directors elected from the membership class designated as Packaging Brewers, four directors elected from the class designated as Pub Brewers, two directors from the class designated as Taproom Brewers, and two directors appointed by the American Homebrewers Association (AHA) Governing Committee. Starting with the first board meeting of 2022, eligible Designated Directors shall include seven directors elected from the membership class designated as Packaging Brewers, three directors elected from the class designated as Taproom Brewers, four directors elected from the class designated as Pub Brewers, and two directors appointed by the AHA Governing Committee. Designated Directors elected from the professional brewer classes shall serve from time to time while and so long as they maintain their status as members in good standing of the Brewers Association (BA) for a three-year term. Designated Directors appointed by the AHA Governing Committee shall serve from time to time while and so long as they maintain their status as members in good standing of the AHA for a three-year term. Excepting the provisions of Section 3, B [vi], Designated Directors may not serve more than three consecutive three-year terms. At the end of the three terms, a board member shall be required to resign from the board for at least one year prior to being considered for membership again.

And:

[v] Designated Directors who serve representing a company which transitions from one professional class of membership to another professional class of membership during the course of their term will be allowed to complete their term as a director. Following the completion of their term, they will be eligible for nomination for election to a seat in their new membership class only. Eligibility of designated directors who transition their affiliation from one professional member brewery to another will be determined at the discretion of the Board of Directors as determined by a majority vote of the remaining directors.

Designated Directors who are no longer actively affiliated with a brewery in one of the professional membership classes will be considered to have resigned their position, effective immediately. Under such circumstances, the Board of Directors will notify the nominating committee as described in Article Ill, Section 3 that such position is vacant, and such position shall remain vacant until the nomination and election of a new director to fill the remainder of the vacant term.

Article II, Section 3, Subsection 4:

Subsection to be substituted out in February 2022 with the following:

Secretary/Treasurer

The Secretary/Treasurer shall ensure each Director is provided with written notice of meetings as provided in the bylaws, shall ensure the recording and distribution of the minutes of the meetings, and oversee the maintenance of required records of all proceedings of the Board of Directors. The Secretary/Treasurer shall also cause an account to be kept of all moneys received and expended for use of the Corporation. The Secretary/Treasurer shall make a report of the financial position of the company when called upon to do so at the Board of Directors meetings.