Washington Brewers Guild Bylaws

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ARTICLE I. OFFICES

The principal office and place of business of the corporation in the state of Washington shall be located at 7405 S. 212 Street #103, Kent, Washington. The corporation may have such other offices within or without the state of Washington as the Board of Directors may designate or the corporation may require from time to time.

ARTICLE II. MEMBERS

Section II.1. Classes; Qualification; Voting.
There shall be two classes of Members "Regular Members" and "Associates Members." Members may be individuals, domestic or foreign profit or non-profit corporations, unincorporated associations, general or limited partnerships, limited liability companies or other entities which the Board of Directors shall from time to time designate as eligible for membership. The qualifications for each class of Member follow:
1. Regular Members.
  A brewing organization that brews at a facility in Washington which it owns and is licensed as a brewery in the State of Washington. If more than one brewing organization owns a brewing facility, the organization holding majority interest, if any, is eligible for regular membership.
2. Associate Members.
  Any member who is not a Regular Member.
3. Voting.
  Regular Members shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. Associate Members have no right to vote.

Section II.2. Termination of Membership.
A Member may resign at any time by providing written notice to the President before the effective date of such resignation. A Member may be expelled for non-payment of dues; provided, however, no member shall be expelled without first receiving a 10-day notice from the corporation that such dues are past due. Membership of any member may be terminated by a vote for such termination by the Regular Members present at such meeting. Membership of any member may be terminated by a vote of the Board of Directors at any properly called meeting.

Section II.3. Dues.
Members shall be required to pay annual membership dues in the following amounts; provided, however, such dues levels may be adjusted from time to time by the Board of Directors. All dues are due on the later of the 15th of January of each year or 30 days after mailing of notice of dues by the Corporation to each Member at the address of such Member on the books of the Corporation.
1. Associate Members.
  Each Associate Member shall be obligated to pay to the Corporation dues in an amount equal to Twenty-five Dollars ($25) per year.

Section II.4. Annual Meeting.
The annual meeting of the members shall be held on the second Tuesday in the month of January in each year at 7:00 P.M., or at such other date or time as may be determined by the Board of Directors, for the transaction of such other business as may come before the meeting.

Section II.5. Special Meetings.
Special meetings of the members for any purpose or purposes unless otherwise prescribed by statute may be called by the President, by thirty percent vote of the Board of Directors, or by the written request of holders of at least thirty percent (30%) of the votes entitled to be cast on each issue to be considered at the special meeting.

Section II.6. Place of Meetings.
Meetings of the members shall be held at either the principal office of the corporation or at such other place within or without the state of Washington as the Board of Directors or the President may designate.

Section II.7. Notice of Meetings.
Written or printed notice stating the date, time and place of a meeting of members and, in the case of a special meeting of members, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each member of record entitled to notice of or to vote at such meeting, not less than one days and not more than 30 days before the meeting, except that notice of a meeting to act on a plan of merger, a proposed sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation other than in the usual course of business, or the dissolution of the corporation shall be given not less than 10 days and not more than 60 days before the meeting. Such notice shall be effective upon dispatch if sent to the member’s address, telephone number, or other number appearing on the records of the corporation.

Section II.8. Waiver of Notice.
A member may waive any notice required to be given under the provisions of these bylaws, the articles of incorporation or by applicable law, whether before or after the date and time stated therein. Such waiver shall be in writing.

Section II.9. Manner of Acting; Proxies.
A member may vote either in person or by proxy. A member may vote by proxy by means of a proxy appointment form which is executed in writing by the member or by his or her duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the Secretary of the corporation before or at the commencement of meetings. No unrevoked proxy appointment form shall be valid after eleven (11) months from the date of its execution unless otherwise expressly provided in the appointment form. No proxy appointment may be effectively revoked until notice in writing of such revocation has been given to the Secretary of the corporation by the member appointing the proxy.

Section II.10. Quorum.
At any meeting of the members, attendance by 7 Regular Members entitled to vote on a matter shall constitute a quorum of that voting group for action on that matter. Once a member is present or represented at a meeting, other than to object to holding the meeting or transacting business, the member is deemed to be present for purposes of a quorum for the remainder of the meeting. If a quorum exists, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the question is one upon which a different vote is required by express provision of law or of the articles of incorporation or of these bylaws.

Section II.11. Action by Members Without a Meeting.
Any action which may or is required to be taken at a meeting of the members may be taken without a meeting if one or more written consents setting forth the action so taken shall be signed, either before or after the action taken, by all the members entitled to vote with respect to the subject matter thereof. Action taken by written consent of the members is effective when all consents are in possession of the corporation, unless the consent specifies a later effective date. Whenever any notice is required to be given to any member of the corporation pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to notice, shall be deemed equivalent to the giving of notice.

Section II.12. Approval Rights.
The following actions may not be effected by the Corporation without first obtaining approval of the Regular Members:
1. Any act in contravention of the Corporation’s Articles or Bylaws.

ARTICLE III. BOARD OF DIRECTORS

Section III.1. Number.
The business and affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall consist of between one and one hundred directors, the actual number from time-to-time to equal the number of Regular Members. The number of directors may be increased or decreased from time to time by vote of a majority of directors. No decrease, however, shall have the effect of shortening the term of any incumbent director unless such director resigns or is removed in accordance with the provisions of these Bylaws.

Section III.2. Election of Directors.
The Board of Directors shall be self-perpetuating. Each Regular Member shall be entitled to nominate and vote for one director.

Section III.3. Tenure and Qualification.
Unless removed in accordance with these bylaws, each director shall hold office for a term of two years and until a successor shall have been elected and qualified. Directors may serve for unlimited successive terms. Directors need not be residents of the state of Washington or members of the corporation.

Section III.4. Annual and Other Regular Meetings.
An annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after and at the same place as the annual meeting of members. The Board of Directors may specify by resolution the time and place, either within or without the state of Washington, for holding any other regular meetings of the Board of Directors.

Section III.5. Special Meetings.
Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the Secretary or any director. Notice of special meetings of the Board of Directors stating the date, time and place thereof shall be given at least 2 days prior to the date set for such meeting by the person or persons authorized to call such meeting, or by the Secretary at the direction of the person or persons authorized to call such meeting. The notice may be oral or written. Written notice is effective upon dispatch if such notice is sent to the director’s address, telephone number, or other number appearing on the records of the corporation. If no place for such meeting is designated in the notice thereof, the meeting shall be held at the principal office of the corporation. Unless otherwise required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.

Section III.6. Waiver of Notice of Special Meetings.
Any director may waive notice of any meeting at any time. Whenever any notice is required to be given to any director of the corporation pursuant to applicable law, a waiver thereof in writing signed by the director, entitled to notice, shall be deemed equivalent to the giving of notice. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.

Section III.7. Quorum.
Three directors shall constitute a quorum for the transaction of any business at any meeting of directors.

Section III.8. Manner of Acting.
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the question is one upon which a different vote is required by express provision of law or of the articles of incorporation or of these bylaws.

Section III.9. Participation by Conference Telephone.
Directors may participate in a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting and participation by such means shall constitute presence in person at the meeting.

Section III.10. Presumption of Assent.
A director who is present at a meeting of the Board of Directors at which action is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section III.11. Action by Board Without a Meeting.
Any action permitted or required to be taken at a meeting of the Board of Directors may be taken without a meeting if one or more written consents setting forth the action so taken, shall be signed, either before or after the action taken, by all the directors. Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a later effective date.

Section III.12. Board Committees.
The Board of Directors may by resolution designate from among its members an executive committee and one or more other committees, each of which must have two (2) or more members and shall be governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as applied to the Board of Directors. To the extent provided in such resolutions, each such committee shall have and may exercise the authority of the Board of Directors, except as limited by applicable law. The designation of any such committee and the delegation thereto of authority shall not relieve the Board of Directors, or any members thereof, of any responsibility imposed by law.

Section III.13. Resignation.
Any director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary, or the registered office of the corporation, or by giving oral notice at any meeting of the directors or members. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section III.14. Removal.
A director shall be removed immediately upon the expulsion from the Corporation for any reason of the Member who designated such director. At a special meeting called expressly for that purpose, any director may be removed from office, with or without cause, by a majority vote of the Board of Directors.

Section III.15. Vacancies.
A vacancy on the Board of Directors may occur by the resignation, removal or death of an existing director, or by reason of increasing the number of directors on the Board of Directors as provided in these Bylaws. A vacancy in the Board of Directors shall be filled by the Regular Member who appointed the director whose departure gave rise to such vacancy.

Section III.16. Compensation.
The Board of Directors shall serve without compensation of any kind.

ARTICLE IV. OFFICERS

Section IV.1. Number.
The corporation shall have a President, and may have one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be appointed by the Board of Directors. Such other officers and assistant officers, including a Chairman of the Board, as may be deemed necessary or appropriate may be appointed by the Board of Directors. By resolution, the Board of Directors may designate any officer as chief executive officer, chief operating officer, chief financial officer, or any similar designation. Any two or more offices may be held by the same person, except for the offices of President and Secretary. Officers shall not be required to be members of the corporation.

Section IV.2. Appointment and Term of Office.
The officers of the corporation shall be appointed by the Board of Directors to serve for a two year term or such term as the board may deem advisable. Each officer shall hold office until a successor shall have been appointed regardless of such officer’s term of office, except in the event of such officer’s removal in the manner herein provided.

Section IV.3. Resignation.
Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, or Secretary, or by giving oral notice at any meeting of the board. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section IV.4. Removal.
Any officer appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

Section IV.5. Chairman and Vice-Chairmen of the Board.
The Chairman of the Board, if there be such an office, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be determined from time to time by resolution of the Board of Directors. The Vice-Chairman of the Board, if there be such an office, or in the event there shall be more than one Vice-Chairman, the one designated most senior at the time of election, shall perform the duties of the Chairman of the Board in his absence, or in the event of his death, disability or refusal to act. The Vice-Chairmen of the board shall exercise and perform such other powers and duties as may be determined from time to time by resolution of the Board of Directors.

Section IV.6. President.
The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall generally supervise and control the business and affairs of the corporation. When present the President shall preside at all meetings of the members and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to office of and such other duties as may be prescribed by resolution of the Board of Directors from time to time.

Section IV.7. Vice-Presidents.
In the absence of the President or in the event of his death, disability or refusal to act, the Vice-President, or in the event there shall be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation then in the order of their election, if any, shall perform the duties of the President. When so acting the Vice-President shall have all the powers of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to the Vice-President by resolution of the Board of Directors.

Section IV.8. Secretary.
The Secretary shall keep the minutes of the proceedings of the members and Board of Directors, shall give notices in accordance with the provisions of these bylaws and as required by law, shall be custodian of the corporate records of the corporation, shall keep a record of the names and addresses of all members, may sign with the President, or a Vice-President, deeds, mortgages, bonds, contracts, or other instruments which shall have been authorized by resolution of the Board of Directors, and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by resolution of the Board of Directors.

Section IV.9. Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties, in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for keeping correct and complete books and records of account, for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, deposit all such moneys in the name of the corporation in the banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by resolution of the Board of Directors.

Section IV.10. Assistant Officers.
The assistant officers in general shall perform such duties as are customary or as shall be assigned to them by resolution of the Board of Directors. If required by the Board of Directors, the assistant Treasurers shall respectively give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE V. CONTRACTS, LOANS, CHECKS, DEPOSITS

Section V.1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and that authority may be general or confined to specific instances.

Section V.2. Loans.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, which authority may be general.

Section V.3. Checks, Drafts, Etc.
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 at least two officers, except as prescribed by resolution of the Board of Directors.

Section V.4. Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in the banks, trust companies or other depositories as the Board of Directors may select.

Section V.5. Loans to Directors and Officers.
No loans shall be made by the corporation to any officer or to any director.

ARTICLE VI. RULES OF PROCEDURE

The rules of procedure at meetings of the board, meetings of the members and committee meetings shall be the rules contained in Roberts’ Rules of Order on Parliamentary Procedure, as amended, so far as applicable and when not inconsistent with these bylaws, the articles of incorporation or any resolution of the board.

ARTICLE VII. SEAL

This corporation shall have a corporate seal which shall be circular in form and consist of the name of the corporation, the state and year of incorporation, and the words "Corporate Seal".

ARTICLE VIII. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its members, the Board of Directors and any committees designated by the Board of Directors, and such other records as may be necessary or advisable.

ARTICLE IX. FISCAL YEAR

The fiscal year of the corporation shall be from January 1 to December 31 for each year.

ARTICLE X. COPIES OF RESOLUTIONS

Any person dealing with the corporation may rely upon a copy of any of the records of the proceedings, resolutions or votes of the board when such records are certified by the President or Secretary.

ARTICLE XI. AMENDMENTS TO BYLAWS

These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the Board of Directors or by the affirmative vote of two-thirds of the members; provided, however, members shall receive written notice of the proposed change no less than 15 days prior to the vote for such amendment. Any bylaw adopted, amended or repealed by the directors may be repealed, amended or reinstated by the members at the next meeting of members following such action, without further notice than this bylaw.

The undersigned, being the Secretary of the corporation, hereby certifies that these bylaws are the bylaws of the Washington Brewers Guild, Ind., adopted by resolution of the directors on January 19, 1999.

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