Heart River Homebrewers
Name of the Corporation
Section 1. Club Name. The name of this corporation shall be the “Heart River Homebrewers” hereinafter referred to as the “Club”.
Section 2. Offices. The principal office of the corporation in the State of North Dakota shall be located in the city of Dickinson,
Stark. The corporation shall have and continuously maintain in the State of North Dakota a registered office, as required by the North Dakota Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of
North Dakota, and the address may be changed from time to time by the elected Club Officers.
Purpose of the Corporation
The purpose of this club shall be dedicated to the art and science of beer and wine making and their enjoyment in moderation to promote health and happiness of all involved.
Section 1. Voting Rights: Each member shall be entitled one vote on each matter submitted to a vote of the members
Section 2. Transfer of Membership: Membership in this corporation is non transferable or assignable.
Meetings of Members
Section 1. Annual Meeting: An annual meeting of the members shall be held once each year for the purpose of electing Officers and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings: Special meeting of the members may be called by the President, the Club Officers, or not less than one-tenth of the members having voting rights.
Section 3. Place of the Meeting. The Club Officers may designate any place, within the Dickinson area of
North Dakota, as the place of meeting for any annual, special or monthly meetings. If all members shall meet at any time and place, within the State of North Dakota, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meeting: The monthly meeting time and place shall be the fourth Thursday of each month, and will be announced at the end of each monthly meeting plus a calling committee will email or call each member and give prior notice of any annual, special or monthly meeting. Notice sent by email or message left on a members telephone answering machine or with a family member will constitute notification.
Section 5. Informal Action by Members: Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the entitled to vote with respect to the matter thereof.
Section 6. Quorum: The members holding one-tenth of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies: No member shall be entitled to cast his vote by proxy.
Section 8. Manner of Acting: A majority of the votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these bylaws.
Section 1. Officers: The Officers of the corporation shall be a President, a Vice President, a Secretary/Treasurer, and two Members at Large. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office: The Officers of the corporation shall be elected for a term of two years, by the members at the regular annual meeting. The President, and Members at Large will be elected in the same year, the next year the Vice President, and the Secretary/Treasurer will be elected. This will set up a two-year rotation with all Officers concerned.
Section 3. Removal: Any Officer elected or appointed may be removed by the club Officers or membership whenever in its judgment the best interests of the corporation would be served thereby.
Section 4. Vacancies: A vacancy in any office due to death, resignation, removal, disqualification or otherwise may be filled by the club Officers for the unexpired portion of the term.
Section 5. President: The President shall be the principal executive Officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members. He/she may sign, with the Secretary or any other proper Officer of the corporation, any deeds, mortgages, bonds, contracts, or other instruments, which the membership has authorized to be executed.
Section 6. Vice President: In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President may assign the Vice President other duties from time to time.
Section 7. Secretary/Treasurer: The Secretary/Treasurer shall have charge and custody of and be responsible for all the funds and securities of the corporation; have a report of such funds available at each meeting of the members, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VI of these bylaws; and in general perform all the duties incident to the office of Treasurer and such duties as from time to time may be assigned to him by the President. The Secretary/Treasurer shall keep the minutes of the meetings of the members and the Officers in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or required by law; be custodian of the corporate records and keep a register of the post-office address of each member which shall be furnished to the Secretary by such member; and in general perform all the duties incident to the office of Secretary and such duties as from time to time may be assigned to him by the President.
Section 8. Members at Large: Member at Large shall be a member of long standing in the corporation and will be the fourth and fifth voting member of the Officers. In general perform all the duties incident to the office of Member at Large and such duties as from time to time may be assigned to him by the President.
Section 1. Event Committees: As needed the President may assign committees to see over certain sanctioned events that the corporation may have during a given year. Each committee will have a chair-person that will report the actions of the committee to the President and give progress reports to the members at a meeting of the members.
Contracts, Checks, Deposits, Gifts and Expenditures
Section 1. Contracts: The Officers may authorize any Officer or Officers, agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Treasurer and be countersigned by the President or the Vice President of the corporation.
Section 3. Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Officers may select.
Section 4. Gifts: The Officers may accept on the behalf of the corporation any contribution, gift, bequest or devise for the general purpose of for any special purpose of the corporation.
Section 5. Expenditures: Any proposed expenditure for any reason in the amount of one hundred dollars ($100.00) or more will need approval of the members.
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Officers. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
Fiscal Year, Budget and Assessments
Section 1. Fiscal Year: The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
Section 2. Budget: Not later than two weeks prior to the annual meeting the Officers shall provide the membership with a proposed budget for the ensuing fiscal year which shall be accompanied by a financial statement from the previous fiscal year. The budget shall be submitted to the membership for its approval at the annual meeting.
Section 3. Assessments: The Officers, with the approval of the membership, may assess each member a sum certain to provide for corporate related activities, not provided for in the budget, or if so provided in the budget, the sum so provided is inadequate to meet the cost of the activity.
Section 1. Annual Dues: Members at the annual meeting may determine the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.
Section 2. Payment of Dues: Dues shall be payable in advance on the first day of January in each fiscal year.
Section 3. Default and Termination of Membership: When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the fiscal year, his membership may thereupon be terminated by the Officers in the manner provided in Article III of these By-Laws.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the General non-profit Corporation Law of North Dakota or under the provisions of the Article of Incorporation or by the Bylaw of the corporation, a waiver thereof in writing, signed by persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Amendments to Bylaws
These bylaws may be altered, amended or repealed and new bylaws may be adopted by the majority of the members present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal or adopt new bylaws at such meeting.
First Amendment to Bylaws
March 24, 2016
The monthly meeting time and place shall be the fourth Thursday of each month, and will be announced at the end of each monthly meeting plus a calling committee will email or call each member and give prior notice of any annual, special or monthly meeting.