Bylaws

DRAFT BYLAWS

of

TOPSHAM FERMENTATION CLUB

(A Maine Nonprofit Mutual Benefit Corporation with Members)

Article 1 – Name

The name of the corporation is Topsham Fermentation Club, hereafter referred to as “Top-FC.”

Article 2 – Purposes

Section 2.1. General Purposes. The Officers and Members of Top-FC come together to:

1. Enjoy and promote the hobby of homebrewing; and 
2. Learn more about beer, mead, braggots, ciders, and other homebrew beverages; and
3. Share knowledge & experience in homebrew techniques; and
4. Gain proficiency in judging homebrew; and
5. Promote the responsible consumption of alcoholic beverages.

Section 2.2. Powers. Top-FC shall have all such powers as are authorized under Maine law except as otherwise limited by the Officers or vote of the Members.

Section 2.3. Inurement. All the assets and income of Top-FC shall be used exclusively for its corporate purposes, and no part thereof shall inure to the benefit of any Officer, Member, or private individual; provided, however, that nothing contained herein shall be construed to prevent the payment by Top-FC of reasonable compensation to Officers of Top-FC.

Section 2.4. Dissolution. If Top-FC is dissolved or its legal existence terminated, either voluntarily or involuntarily, or upon final liquidation of Top-FC, none of its assets shall inure to the benefit of any member or private individual, and all of its assets remaining after payment of all of its liabilities shall be distributed to one or more organizations which the Officers then determine is qualified as both (a) an organization with similar purposes as Top-FC, and (b) an organization recognized by the Internal Revenue Service as one described in Section 501(c)(3) or Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or successor provisions of any future federal tax law.

Section 2.5. Tax Exempt Status. It is intended that Top-FC shall have and continue to have the status of a corporation which is exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(7).  The Articles of Incorporation and these Bylaws shall be construed accordingly and all powers and activities shall be limited accordingly.

Article 3 – Members

Top-FC shall maintain one class of membership, known as “Members.” 

Section 3.1. Membership Eligibility.

1. All persons of legal age in the state of Maine to consume alcoholic beverages are eligible for new membership in Top-FC; and
2. The only criteria for new membership acceptance shall be to make application to Top-FC and keep dues current; and
3. Membership in Top-FC shall not be denied to any individual on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status.

Section 3.2. Member RIghts. Members of Top-FC shall enjoy the right to:

1. Vote on Top-FC business; and
2. Bring guests to Top-FC meetings and events; and
3. Not be held liable for the debts or obligations of Top-FC; and
4. Be eligible for election to Officer positions.

Section 3.3. Member Compensation.

1. No Member shall receive compensation for services rendered to Top-FC except as otherwise approved by the Officers by two-thirds vote; and
2. A Member may be reimbursed for reasonable expenses incurred on behalf of Top-FC, provided such reimbursement is approved by the Officers by two-thirds vote.

Section 3.4. Member Dues.

1. All Members shall pay dues according to a structure determined by the Officers; and
2. The period of membership shall be from 1 June to 31 May of the following year; and
3. Dues for new Members who join during the year shall be prorated based on the month in which they join (Example assuming US$ 36 annual dues: a Member who joins in August will pay initial dues totalling $36 * 10/12 = $30).

Section 3.5. Officer-Appointed Memberships. The Officers, upon unanimous vote, may grant honorary membership to any individual, lasting for a period also determined by the Officers, with all the rights and duties of Members except as follows:

1. Honorary members shall not vote on Fop-FC business; and
2. Honorary members shall not hold Officer positions; and
3. Honorary members shall not receive a Top-FC membership card.

Section 3.6. Termination of Membership. Membership shall automatically terminate for non-payment of dues by May 1 of the year following the calendar year for which the unpaid dues are assessed. Membership may also be terminated by the Officers:

1. The Officers may terminate the membership of any Member, without the assignment of cause, by a two-thirds vote of the Officers present at any meeting; and
2. Termination of membership shall take effect immediately upon such vote; and
3. The decision to terminate membership is vested in the discretion of the Officers and shall be final; and
4. Members whose membership has been terminated will not be refunded dues; and
5. Members whose membership has been terminated shall not be permitted to reapply for membership unless approved by the Officers by unanimous vote. 

Article 4 – Meetings

Section 4.1. Annual Meeting. The annual meeting of Top-FC shall be held once per calendar year, on a date chosen by the Officers. The current Treasurer shall cause to be sent, to all Members in good standing, the time and place of the annual meeting. The primary purpose of the annual meeting shall be to elect Officers.

Section 4.2. Regular Meetings. Regular meetings of Top-FC shall be held quarterly, on a date chosen by the Officers at least two months in advance. Regular meetings shall adhere to:

1. The presence of no less than 25% of total Members and no less than one-half of Officers shall constitute a quorum; and 
2. A quorum is necessary to conduct the business of Top-FC, but a lesser number may adjourn the meeting for a period of not more than six weeks from the date scheduled for the meeting, and the Secretary shall cause notice of this newly scheduled date to be sent to all Members not present at the original meeting; and
3. The business part of a meeting shall be conducted under Robert’s Rules of Order, and shall include approval of prior minutes, discussion of old business, discussion of new business, and reports from the Officers.

Section 4.3. Special Meetings. Special meetings of Top-FC may be called by the President when she or he deems it in the best interest of Top-FC. Special meetings are governed by: 

1. Notice of special meetings shall be sent to all Members at least five days prior to the meeting date, and shall state the reasons for the special meeting, the business to be transacted, and by whom the meeting was called; and
2. Special meetings may also be requested by two Officers or 10% of Members, and the President shall give notice as in (1), above; and
3. No business but that specified in the notice may be transacted at a special meeting without the unanimous consent of all Members present at the special meeting; and
4. Special meetings may be held either fully or partially remotely (telephone, web conference, etc.) provided each attendee has a reasonable guarantee of participating concurrently with others.

Section 4.4. Officer Meetings. Regular meetings of the Officers may be held with reasonable notice to all Officers at such time and place as may be determined by the Officers.

Section 4.5. Notices. Notices to Members may be sent by any reasonable means as determined by the Officers, and may include email, mail, Top-FC social media or websites, and the like.

Section 4.6. Meeting Actions. Except as specified by Maine law or by these Bylaws, the Officers and Members shall act by a majority vote of the Officers or Members present at any duly called and held meeting at which a quorum is present. Each Officer and each Member shall have one (1) vote. Votes shall be cast viva voce or by show of hands.

Section 4.7. Meeting Record. The Secretary, or a member specified by the Secretary, or if none have been specified, another Officer, shall make and keep a record of all meetings.

Article 5 – Officers

Top-FC shall be governed by Officers, consisting of the following positions: President, Treasurer, and Secretary. At each Annual Meeting, Members of Top-FC shall elect three Members to serve as Officers for the upcoming year. Those three elected officers shall select from among themselves who shall be President, Treasurer, and Secretary. Officers shall not serve more than three consecutive terms in the same position.

Section 5.1. President. The President of Top-FC shall:

1. Preside at all meetings; and
2. Present at each Annual Meeting a report of the work of Top-FC; and
3. See that all books, reports, and certificates as required by law are properly filed; and
4. Be responsible for securing a meeting place; and
5. Have such powers as may be reasonably construed as belonging to the Chief Executive of any organization; and
6. Be named on the signature list (with the Treasurer) on the Top-FC bank account.

Section 5.2. Treasurer. The Treasurer of Top-FC shall:

1. Have the care and custody of all monies belonging to Top-FC and be solely responsible for such monies or securities of Top-FC; and
2. Be named on the signature list (with the President) on the Top-FC bank account; and
3. Ensure all expenditures of Top-FC are paid by check or other official form of payment that is traceable by the bank; and
4. Ensure that expenditures greater than $100 are approved by the Officers; and
5. Ensure that expenditures greater than $500 are approved by the Members at a duly called meeting; and
6. Present at each Annual Meeting a report of the finances of Top-FC; and
7. Render, upon request of any Officer or Member, a written account of the finances of Top-FC; and
8. Maintain the Top-FC membership list; and
9. Exercise all duties incident to the office of Treasurer as deemed necessary.

Section 5.3. Secretary. The Secretary of Top-FC shall:

1. Maintain the social media and web content of Top-FC; and
2. Take minutes of all regular, special, and officer meetings; and
3. Send notifications to all Members as directed by the Officers; and
4. Maintain the records of Top-FC.

Section 5.4. Removal of Officers. Any officer of Top-FC may be removed by:

1. Unanimous vote of the other Officers; or
2. Majority vote of the Members at a regular or special meeting, where the request for such a vote shall be made by another Officer or by a collection of at least 50% of Top-FC members via signed petition.

Section 5.5. Vacancies. Any vacancies occurring in any Officer position shall be filled temporarily from within the membership by majority vote of the remaining Officers. 

Section 5.6. Loans to Officers. Top-FC shall make no loans to any Officer.

Article 6 – Indemnification

Top-FC shall indemnify any of its Officers according to the Maine Nonprofit Corporation Act, TItle 13-B, Section 714.

Article 7 – Conflicts of Interest

Top-FC shall maintain a Conflict of Interest Policy, to be stored and maintained by the Secretary. The details of this policy shall be determined by the Officers.

Article 8 – Committees

The Officers of Top-FC may form or dissolve committees as they deem necessary, or by suggestion of Members during duly scheduled meetings. Committee chairpersons shall be selected by the Officers.

Article 9 – Amendments

Any Member may petition for a change to the Bylaws. The petition shall be presented in writing at a duly scheduled meeting. All Members shall be notified of the proposed changes (as detailed in the petition). The proposed changes shall then be voted on at the next duly scheduled meeting, which shall be held at least 30 days following the date of notification.