Oregon Brewers Guild Bylaws

Article 2: Purposes of Organization.
The Association is organized and operated exclusively for non-profit purposes. The Association is organized to:

1. Promote, in every lawful manner, the common interests of the members and the licensed brewing industry in Oregon;

2. Employ agents to collect information of value to members regarding laws, provisions, directives, and orders as may be made

3. Hold membership in other associations, although the Association shall not be deemed to have approved the action of other associations by such membership, unless the Board of Directors of the Association so approves; 4. Perform such other acts as may be necessary, in the opinion of the Board of Directors, to carry out the purpose of this Association. The Association shall not fix or set the prices and terms upon which the members buy and sell beer, limit or control the amounts of beer produced or purchased, boycott customers or suppliers, or allocate markets and customers.

Article 3: Members
1. Membership: Membership shall be open and available to any individual, partnership, or corporation who pays the membership dues as may be established from time to time by the Board of Directors and is actively engaged in the production of beer within the State of Oregon.

2. Definition of a Regular Member: A brewing organization that brews common brands, names and formulas at a facility in Oregon which it owns a majority interest. If there is more than one brewing organization involved in a brewing facility, the one holding a majority interest is eligible for regular membership. The member must hold a BATF Brewer notice. The brewery must qualify for the Federal Excise Tax exemption applicable to brewers producing no more than 2 million barrels of product a year. A contract brewer who does not own a majority interest in a brewing facility in Oregon is not eligible for a Regular membership.

3. Definition of an Associate Member: Tradesmen and suppliers doing business with the brewing industry or any individual, partnership or corporation in an allied industry or endeavor may be admitted as a non-voting Associate member. An Associate will pay minimum dues as set by the Board of Directors. The voting rights of an Associate shall be at the Board level only. An associate is eligible to be elected to the Board of Directors but may not serve as an officer of the Association.

4. Definition of a Retail Member: Retail licensees who sell Oregon beer and are deemed appropriate by the Board of Directors may be admitted as a non-voting Retail member. A Retail member will pay minimum dues as set by the Board of Directors. There are no voting rights for Retail members. A Retail member is not eligible to be elected to the Board of Directors.

5. Definition of an Enthusiast Member: Beer enthusiasts may be admitted as a non-voting Enthusiast member. An Ebnthusiast member will pay minimum dues as set by the Board of Directors. There are no voting rights for Enthusiast members. An Enthusiast member is not eligible to be elected to the Board of Directors.

6. Resignation: Any Member in good standing may resign from the Association upon delivery of written notice to the Association before the effective date of the resignation. The resigning Member is responsible for dues assessed up to the effective date of the resignation.

7. Expulsion: A Member may be suspended or expelled from membership by action of the Board of Directors for non-payment of dues, fees or for the violation of any provision of these Bylaws.

Article 4: Representation

1. Voting Rights: For the purposes of voting for the Board of Directors and any other official Association business each member shall have one vote. Voting by proxy shall not be allowed. Only active members or their representatives, in good standing, are entitled to cast votes in matters of the Association. All members are eligible to serve on committees.

2. Nominations for Board of Directors Positions:

Section 1. Ninety days prior to the annual general membership meeting the Officers shall appoint a nominating committee of three members, not more than one of whom shall be a member of the existing Board of Directors. The nominating committee shall ensure that members have an opportunity to submit names for consideration prior to making its final nominations.

Section 2. Nominations shall be submitted to the membership at least thirty days in advance of the annual meeting. Directors of the Board are individual representatives of the member organizations and not the member entities themselves. There shall be no more than one individual representative nominated per brewing organization.

Section 3. Any Regular member shall have the right to nominate a candidate, including himself by notifying the Association prior to 30 days before the election.

3. Election to the Board of Directors: Will be held at the annual general membership meeting right after the Chair entertains nominations from the floor and the nominations are closed. Board members will be elected as follows:

A minimum of six regular member directors will be elected by the regular members and one associate members director. In the event no Associate member is able to serve, a regular member will be elected by the Associate members to fill this position. There will be maximum of nine directors. In the event of a tie the nominee who received the most votes on the per barrel OLCC taxable removals will become the elected board member. Members unable to attend the annual general membership meeting may vote by written ballot which shall be sent with nominations thirty days in advance of the annual meeting. Ballots may be mailed, faxed or otherwise delivered to the Association and will be accepted up to five o'clock p.m. on the day prior to the annual general membership meeting.

4. Vacancies: If a vacancy occurs in the office of the President of the Board of Directors, the Vice President shall serve as President for the remainder of the term. Vacancy in the office of Vice President, Treasurer or a director position shall be filled for the balance of the unexpired term by nominee(s) submitted by the President and approved by the Board of Directors.

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