www.NevadaBrewersGuild.org

Nevada Brewers Guild By-Laws

Article 1: Identity

The name of this corporation is the Nevada Brewers Guild, Inc., a non-profit Nevada corporation.

Article 2: Purposes of Organization

The Guild is organized and operated exclusively for non-profit purposes. The Guild is organized to:

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

2. Collect information of value to members regarding laws, provisions, directives, and orders as may be made by the United States government, the State of Nevada, and the political subdivisions thereof serving the Guild, and to circulate such information to the members and general public;

3. Hold membership in other associations, although the Guild shall not be deemed to have approved the action of other associations by such membership, unless the Officers of the Board of the Guild so approves;

4. Perform such other acts as may be necessary, in the opinion of the Officers of the Board, to carry out the purpose of this Guild. The Guild 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 Officers of the Board and is actively engaged in the production of beer within the State of Nevada.

2. Definition of a Official Member: A brewing organization that brews common brands, names and formulas at a facility in Nevada 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 official 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 Nevada brewing facility can act as a representative of the facility, and be eligible for a Official membership.

3. Definition of an Associate Member: Tradesmen, suppliers or retailers 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 Officers of the Board. The voting rights of an Associate shall be at the Board level elections only. An associate is eligible to be elected to the Officers of the Board.

4. Resignation: Any Member in good standing may resign from the Guild 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.

5. Expulsion: A Member may be suspended or expelled from membership by action of the Officers of the Board 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 Officers of the Board and any other official Guild 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 Guild. All members are eligible to serve on committees.

2. Nominations for Officers of the Board Positions:

Section 1. Sixty 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 Officers of the Board. 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. Officers 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 Guild prior to 30 days before the election.

3. Election to the Officers of the Board: Will be held every two years at the annual general membership meeting right after the Chair entertains nominations from the floor and the nominations are closed. Officers of the Board will be elected as follows: A minimum of four Officers will be elected from the Official members. One Associate member shall also be elected to represent the Associates. In the event no Associate member is able to serve, a regular member will be elected by the voting members to fill this position. There will be a maximum of nine members. 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 Guild 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 Guild, a Vice President shall serve as President for the remainder of the term. Vacancy in the office of a 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 Officers of the Board.

Article 5: Officers of the Board

1. Authority: The business and affairs of the Guild shall be managed by the Officers of the Board, which may exercise all such powers of the Guild as are permitted by law, the Articles of Incorporation, or these Bylaws.

2. Numbers of Directors: The number of directors of the Guild shall be at least five and no more than nine.

3. Term of Office: Each officer shall serve a term of two years.

4. Meetings: There shall be one annual general membership meeting yearly at a time and place set by the Officers of the Board. Additional meetings of the Officers of the Board shall be held from time to time and shall be called by the President of the Officers of the Board at the request of any board member. Meetings can be in person or through video conferencing.

5. Action Without a Meeting: Any action required or which may be taken at a meeting of the Officers of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the officers. Such consent shall have the same effect as a unanimous consent.

6. Notice of Meetings: The time and place of each meeting of the Officers of the Board shall be fixed by the President of the Officers of the Board, and notice of the time and place of such meeting shall be delivered personally or mailed to each officer at least one week prior to the date of each meeting.

7. Quorum and Vote: A quorum for transaction of business at a meeting of the Board shall be a majority of the Officers of the Board.

8. Compensation of the Officers of the Board: The Officers of the Board of the Guild shall serve without compensation.

Article 6: Presiding Officers

1. Designation: The principal officer of the Guild shall be the President of the Officers of the Board, who shall be elected by the voting members from among the elected members.

2. President of the Officers of the Board: The President of the Board shall preside at all meetings of the Officers of the Board, and perform all duties incident to the office. The President shall see that all orders and resolutions of the Officers of the Board are carried out. He shall at all times represent and act for the Guild in its relationships with other organizations or groups, and shall, with the advice and consent of the Officers of the Board, pass upon and determine all questions of policy and public relations which may arise between meetings of the Officers of the Board. The President shall have authority to delegate to other officers such of his powers as he may deem necessary and expedient. The President of the Officers of the Board shall serve without compensation.

3. Vice Presidents of the Officers of the Board: Their shall be two Vice Presidents: one each representing Reno and Las Vegas. The Vice Presidents of the Officers of the Board shall perform such duties as may be assigned by the President or Officers of the Board and shall preside at all meetings of the Guild in the absence or disability of the President. The Vice Presidents shall be elected by the members of the Guild from among the nominees and shall serve without compensation.

4. Treasurer of the Guild: The Treasurer shall audit all expenditures made on the behalf of the Officers of the Board and render a statement of condition of finances of the Guild at each Board meeting and at the annual general membership meeting. The Treasurer shall be elected annually by the vote from among the member nominees, or such individual deemed qualified, and shall serve without compensation.

5. Executive Director - PR, Advertising & Marketing

Section 1. Duties. The Officers of the Board may select and employ an Executive Director who shall be responsible for the general administration of the associations activities. The Executive Director shall be the directing head of the business offices of the Guild, and shall be the keeper of the bylaws and the great seal of the Guild.

Section 2. Immediate Supervision: The Executive Director shall work under the immediate direction of the Officers of the Board. The Executive Director shall attend meetings of the Officers of the Board and the Finance Committee, but shall not be a member of any of these bodies. The presiding officer of any additional meetings may not require the presence of the Executive Director.

Section 3. With the approval of the Officers of the Board, the Executive Director may sign checks drawn of the funds of the Guild in payment of the debts and obligations of the Guild. The Executive Director shall cooperate with the Treasurer in the preparation of all budgets and financial statements presented to the Officers of the Board. The Executive Director shall also perform such other duties as may be assigned to him by the President or the Officers of the Board and be compensated for additional services when needed.

Article 7: Amendments

Section 1. Amendments to the Bylaws. Amendments to the bylaws must be submitted to the Executive Director, in writing at least 30 days prior to the general membership meeting. The Executive Director shall then see that the proposal is forwarded to the Officers of the Board and the Guild members at least 15 days prior to the general membership meeting for a vote. In order to be accepted to the bylaws, any proposed amendment must receive a majority vote of two-thirds of the general membership present and voting at any meeting.

Section 2. Amendments may be proposed by the Officers of the Board of its own initiative, or upon petition to the Executive Director by three Regular members in good standing. All amendments shall be sent out by the to the Guild members stating the reasons why they are proposed, with or without recommendation.

Article 8: Seal

Section 1. The corporate seal will have inscribed upon it the name of Nevada Brewers Guild and such other appropriate language as may be prescribed by the State of Nevada or by the Officers of the Board.

Section 2. Use of the Seal or other logos created or used by the Guild will be subject to qualifications deemed appropriate by the Officers of the Board. Specific permission is required when using such seals or logos.

Article 9: Committees

Section 1: The Board may create committees as needed, such as fund raising, technical, finance, events, etc. The President appoints all committee chairs.

Section 2: Finance Committee. The Treasurer is chair of the Finance Committee, which includes at least one other Board member. The Finance Committee is responsible for developing and reviewing fiscal procedures, an annual budget with staff and other Board members. The Board must approve the budget. The fiscal year shall be the July 1 to June 30. The financial records of the organization are public information and shall be made available to the membership and Officers of the Board upon request.

Article 10: Dues / Membership Fees / Billings

Section 1. Annual. Dues/Membership fees of members of the Guild shall be paid annually in such amounts and on such terms as determined from time to time by the Officers of the Board.

Section 2. Arrears. Members who fail to pay their dues within 30 days of the initial billing shall be notified in writing. If payment is not made within 60 days of the initial billing, that member shall receive an intent of termination notice and lose the privilege of voting. If payment is not received within 90 days of initial billing, that member will be dropped from the rolls and thereupon forfeit all rights and privileges of membership. The terminated member is responsible for dues assessed up to the effective date of termination. The Officers of the Board may by rule prescribe procedures for extending the timely payment of dues and continuation of membership privileges upon request of a member for good cause shown. Organizations wishing to rejoin the Guild will be required to pay all past dues and fees before consideration.

Section 3. Appropriation of Funds. Checks may be signed by the President, the Treasurer and the Executive Director. Checks over $500 signed by the Executive Director will need prior approval and/or a second signature.

Section 4. General Sources of Funds.

All the income from dues, assessments, gifts, or gain from the operation of the Guild shall be for the sole use of the Guild, and no division thereof shall, at any time, be made to any member, except in reasonable payment of services rendered by any member to the Guild, at the request of the Officers of the Board.

Section 5. Dissolution.

If the Guild should be dissolved, no member will receive any portion of its remaining assets or property. Upon dissolution, the balance of any assets or property of the Guild which remains after all debits or obligations are paid will be distributed to any other non profit corporation which has been selected by the Officers of the Board and has been determined by the Internal Revenue Service to be exempt from federal taxes.

Article 11: Indemnification

The Officers, Executive Director or Employee of the Guild shall be indemnified by the Guild against all expenses and liabilities, including counsel fees reasonably incurred or imposed upon him in connection with any proceedings to which he may be made a party, or in which he may become involved, by reason of being an Officer, Director or Employee of the Guild. At the time such expenses are incurred except in cases wherein the Officer, Director or Employee is judged guilty of committing a crime while representing the Guild, the foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Officer, Director or Employee may be entitled.

1/30/09