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2007 Proposed Constitutional Revisions

In view of this reality, and based upon conversations with several of our members, we believe that now is the time to re-examine our constitution and structure so that we may avert future problems. Several years ago, the club found itself in a similar situation, and we revised our constitution accordingly.

With that in mind, we offer the following ideas, some have been brought up in the past, and some of which were developed in conversation with other members, as a starting point for discussion:

1.) Because we are now more than just a simple home-brew club, but we are now also actively promoting the hobby to the general community, we should consider contacting an attorney to establish a legal non-profit identity. The primary concern here, of course, is one of liability, but, because of the increasingly larger amounts of money in our bank accounts, there are other considerations as well. In the past, when the treasury consisted of little more than enough money to cover the cost of beer for the next meeting, this was not really an issue.

2.) We should consider a structural change to reflect the way we have always operated, but is not reflected in our constitution (see also items 3, 5 & 6). We suggest that our board of directors, consisting of the president, the former president, the vice-president, the treasurer, the newsletter editor, and two at-large members, remain essentially the same, and its relationship to the club be altered only slightly. It will continue to be responsible for planning the general meeting and overseeing any special projects approved by the general membership, but will also be answerable to the general membership. Functionally, the board of directors will act as sort of an executive committee, responsible for setting the direction of the club, as well as supervising its normal operations. The general membership, acting as a committee of the whole, would have final approval of all non- routine operational expenditures, as well as any special projects or commitments of any type.

3.) In fulfilling its mission, the board may, at its discretion, authorize such funds as it deems necessary for any normal, operational costs necessary for a club function. Normal operational costs should be defined to include beer, food, fees, insurance, newsletter printing, and raffle prizes. In addition, the board should have the ability to authorize the use of club funds for expenses that are incidental to a club function such as grain for a brewing exhibit, bus reservation fees, and flyer printing. Expenditures that are non-operational, as well as capital purchases in excess of $500.00 should require approval of the club as a whole.

4.) In the past, the club, at its monthly meeting, received a report from the treasurer that summarized the previous months’ financial activity. Revenues, Expenses, and Balance were detailed. It is required by our constitution, and should be re-implemented.

5.) In recognition of items 2 & 3, Article II of the constitution should be amended to recognize the fact that the Board of directors is answerable to the general membership, that the general membership may direct the use of club funds for extra-ordinary and capital expenditures, and that the general membership must authorize the use of club funds for special projects. The club may, at its discretion, instruct the Board of Directors to develop, vet, or implement that idea. The Board of directors must give status reports as directed by the general membership.

6.) The Board of Directors meeting is the preferred venue for idea development but, any member may, at the general meeting, bring up new ideas for the club to consider. The club may, at its discretion, instruct the Board of Directors to develop, vet, or implement that idea. The Board of directors must give status reports as directed by the general membership Further, in the interests of transparency, the Board of Directors meeting should be held in a public place, and that notice of meeting place and time be listed in the newsletter published prior to that meeting. Because this is an official meeting, the board may, at its discretion spend up to $50.00 to cover the costs of any refreshments incidental to that meeting.

7.) There needs to be a means of recourse for the membership should any or all board members act in way considered not in the best interest or against the wishes of the membership. As it currently stands, the only means for removal is by the other officers. To this end there must be a means for the membership to remove officers during their term either individually or in whole. This could be considered a recall clause.

In summary, we are proposing discussion of three main issues and two, or possibly three amendments and/or modifications to the constitution:

NON-CONSTITUTIONAL ISSUES TO BE ADDRESSED

1.) Making the club legal through registration with the IRS and whatever other steps are required. An Attorney must be consulted in this matter.

2.) Reinstating the constitutionally required treasurers’ report and requiring complete, timely, and standardized bookkeeping via a ledger book or checkbook format unless an accounting program is used. This does not preclude the use of a spreadsheet or other computer assisted means so long as the structure is similar and provides the same information as a ledger or checkbook would.

3.) Formalizing the proposal process as per paragraph 5 above.

AMENDMENTS TO THE CONSTITUTION

1.) Amendment to Article 4, Section 1 indicating the financial limits of board member authority without approval of the membership as described in paragraphs 2, 3, and 6 above.

2.) Amendment to Article IV creating Section 6 In addition to the board, the general membership has the ability to recall any or all officers at any time during their term. This will be done through a motion by any member in good standing, seconded and brought to vote at the next regular meeting of the club. All members in good standing will be eligible to vote. A simple majority is required in the case of each officer for recall.

A new election will be required immediately only when the entire board is removed. Otherwise the President shall appoint the new officer(s) from members in good standing per Article 4, Section 3 of the Constitution.
We would make one more proposal:

Addition to Article IV, Section 4: Voting will be run-off style ballot where the candidates are ranked by each elector in order of preference with 1 being the favored. The candidate with the lowest score wins. Further, a space will be made on the ballots for “None of the Above” votes as well as for write-ins. If “None of the Above” wins the low score the office will remain vacant until such time as additional candidates for the office are found and receive a majority of the votes of those present. Note from Mike Schwartz - The idea of the run-off seems to have confused people. The whole point of it is to make for a more competitive election by improving the chances for the field.

Alternately:
All board members must be elected by a majority of members present at the meeting where elections are held. This count will reflect the total number of ballots, including those that are left blank. If any candidate fails to get a majority of votes then that office will be left unfilled until additional candidates may be nominated.

Obviously, the ideas suggested in this memo are not fully developed, but they should serve as a jumping off point for further discussion, and hopefully, some of them, once fully refined, will be implemented. It seems that we are beginning to move in a direction far beyond our original vision, no longer just a collection of beer geeks, but rather a growing force in the local brewing community. Our future looks bright, but we must fix the small problems now, while they are still manageable, rather than wait until they grow beyond our control.

Jeff Enders
Rich Grzelak
Dan Schlosser
Michael Schwartz