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International Bylaws The
purposes for which the Corporation is organized are:
Acting
through its Board of Directors, hereafter referred to as “Board”, its
President and other officers, subject to the powers and restrictions of
this Certificate of Incorporation and its Bylaws, to do such acts as are
necessary or convenient to the attainment of the objects and purposes
herein set forth. To
purchase, lease, hold, sell, mortgage, or otherwise acquire or dispose of
real or personal property; to enter into, make, perform, or carry out
contracts of every kind with any person, firm, corporation, or
association; to do any acts necessary or expedient for carrying on any and
all of the activities and pursuing any and all of the objects and purposes
set forth in this Certificate of Incorporation and not forbidden by the
laws of the State of Illinois. To
borrow or raise monies for any of the purposes of the corporation and,
from time to time, without limit as to amount; to draw, make, accept,
endorse, execute, and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or non-negotiable
instruments and evidences of indebtedness; and to secure the payment of
any thereof, and of the interest thereon, by mortgage upon, or pledge,
conveyance, or assignment in trust of the whole or any part of the
property of the corporation, whether at the time owned or thereafter
acquired; and to sell, pledge, or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes. To
have offices and promote and carry on its objects and purposes within or
without the State of Illinois, in other States, the District of Columbia,
Territories or Colonies of the United States, and Foreign Countries. In
general, to have all powers conferred upon a corporation by the laws of
the State of Illinois except as prohibited in this Certificate or
forbidden by the Bylaws of this Corporation. BYLAWS ARTICLE
1 – NAME The
name of this organization shall be International
Association of Jim Beam Bottle and Specialties Club, hereinafter known
as Association. ARTICLE
II – MEMBERSHIP Section 1.
Classification
A.
Except for Life Members, Association Members shall be members of
Member Clubs. B.
Local Affiliate Clubs shall be hereinafter known as Member Clubs.
Member Clubs shall be those clubs, organized for the purpose of promoting
an interest in the hobby of collecting Jim Beam Bottles and Specialties,
which have been accepted for Membership in this Association. C.
State members shall be Association members of Member Clubs located
within a State. D.
District members shall
be Association members of Member Clubs located within the geographic
boundaries of the Districts as defined in these bylaws. E.
Life Members shall be Association members who shall have all the
privileges of membership. Section 2. Qualifications A.
Limitations. 1.
A member shall have Association Membership through only one Member Club. 2.
Association Members a.
The geographic boundaries of the Districts shall be: District 1 –Alaska, Alberta, Arizona, British Columbia, California, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Washington, Yukon
District 4
–Alabama, Arkansas, Colorado, Florida, Georgia, Kansas, Louisiana,
Mississippi, Missouri, Nebraska, New Mexico, Oklahoma, South Carolina,
Texas, Wyoming District 5
– North Dakota, South Dakota, Minnesota, Iowa, Wisconsin, Manitoba,
Saskatchewan District
6 – Illinois,
Michigan, Indiana, Ohio District
8 – Tennessee,
Kentucky, West Virginia, Virginia, North Carolina District 9
– Pennsylvania, New York, Maryland, Washington DC, New Jersey, Delaware,
Ontario District 10
– Maine, Vermont, Rhode Island, New Hampshire, Massachusetts,
Connecticut, Quebec, Atlantic Providences (New Brunswick, Newfoundland,
Nova Scotia, Prince Edward Island District 11
– International District composed of all areas in the world not included
in the other Districts listed. District
12 – Australia, New
Zealand B.
Life Members shall include all former presidents of the Association
and other persons selected by the Board of the Association.
C.
Application and Admission
1.
An Association member shall be a member only through membership in
a Member club. 2.
Member Club a.
A club may apply for membership by submitting an application on a
form approved by the Board accompanied
by the Charter Fee and Association member dues to the State Director of
the state in which the club is located or to the District Director of the
District in which the club is located. The State Director shall forward
such applications and fees to the Director of that District who shall
submit the Charter Fees and dues to the Association Office and who shall
submit the application together with a letter of recommendation to the
Board for its consideration. b.
The application form shall contain an agreement to abide by the
Corporate Charter and the bylaws and any special rules adopted by the
Association and amendments thereto. a.
A club shall be accepted as a Member Club upon approval of the
Board. Upon admission to membership, each Member Club shall be issued a
Certificate of Membership which shall be returned to the Association
office upon resignation or expulsion from the Association.
Section 3. Annual Dues
A.
Association Members 1.
The dues of Association members shall be payable to the Member Club
which shall remit the dues in United States currency to the Association
Office prior to January 1. 2.
The dues of Association members shall be as follows: Members
residing in USA and Canada - $13.00 per member Members
residing in other countries - $20.00 per member Members
@ Large Club - $20.00 per member
Life
Members shall not be required to pay dues. 3.
New members joining after June 30 shall pay only one half the dues
required for that year. Upon
receipt of dues, each Association member shall be issued a membership
card. Life members shall be issued gold colored lifetime memberships
cards. B.
Member Clubs
1.
The dues of each Member Club shall be called a Charter Fee and
shall be payable in United States currency to the Association office prior
to January 1. 2.
The Charter Fee shall be $5.00 per one hundred members. a.
Full Annual Dues shall be due for any part of a year, except that
new members joining after June 30 shall pay only one-half the dues
required for that year. b.
Membership shall be forfeited if dues are not received at the
Association Office prior to February 15. ARTICLE
III – OFFICERS
Section 1. Designation
The
Officers shall be a President, Vice-President, Secretary-Treasurer, and a
Director from each District except the International District 11. Section 2. Eligibility A.
An officer shall have been an Association member for at least two
years, and be 18 years or older, previous to election to office. B.
A candidate for the office of President shall have served as a
member of the Board for at least two years C.
No more than one member of a household shall serve as an officer at
the same time. D.
No member may serve in more than one office at a time. E.
Except for District 11, each District Director shall be a member of
a Member Club within the geographic boundaries of that District and reside
within the geographic boundaries of that District. Section 3. Duties The
officers shall perform the duties prescribed by these bylaws and by the
parliamentary authority adopted by the Association. A.
The president shall be the chief executive officer and official
representative of the Association and shall: 1.
Promote the objects of the Association; 2.
Preside at all meetings of the Association; the Board and the
Executive committee. 3.
With the approval of the Executive Committee, within thirty
(30) days of assuming office appoint all standing committees. 4.
Appoint all special committees 5.
Appoint a committee of five Association members to audit the
Association books and report to the convention. 6.
Serve as ex officio a member of all committees. 7.
Supervise the policy of the official publication of the Association 8.
Sign or cause to have the President’s signature affixed to all
Certificates of Membership and membership cards issued by the Association. 9.
With the Secretary-Treasurer co-sign all legal documents of the
Association 10.
Set the date and place of the Mid-Term meeting of the Board. 11.
With the approval of the Board, select a parliamentarian 12.
Supervise and direct the work of the Executive Administrator as
authorized by the Association, the Board, or the Executive Committee 13.
With the approval of the Executive Committee, appoint an
Association member of the District in which a vacancy occurs to fill the
vacancy in the office of District Director until the next meeting of that
District when the District and members shall elect a Director to fill the
unexpired portion of the term of office: and 14.
Appoint a committee of three Association members to audit the
convention books and report to the Board. B.
The
Vice President Shall: 1.
Upon request of the President, assist in the performance of the
duties of the President 2.
In the absence or inability of the President to serve, perform the
duties of the President. 3.
Perform such other duties as assigned by the Executive Committee of
the Board; and 4.
Upon resignation or death of the President, automatically become
the President for the unexpired portion of the term of office. 5.
Serve as Director of International District 11; C.
The
Secretary-Treasurer shall: 1.
Keep an accurate record of all meetings of the Association, the
Board, and the Executive Committee 2.
Cause to be issued proper notice of all meetings of the
Association, the Board and the Executive Committee 3.
Provide all necessary ballots for voting; 4.
With the President co-sign all legal documents of the Association; 5.
Sits in on the Audit Committee for the audit covering his/her term
of office and submit the Audit Committee Report to the Board at the
post-convention meeting; 6.
Submit an annual report to the Pre-convention meeting of the Board; 7.
Prepare and present a budget to the Pre-Convention meeting of the
Board; 8.
Perform such other duties as assigned by the Executive Committee. D.
Each
District Director shall: 1.
Carry out the provisions of these bylaws to protect the rights and
interests of the Association and promote the objects of the Association
within the District; 2.
Assist in the organization of Member Clubs within the District; 3.
Provide membership application forms to newly organized clubs
within the District, forward the fees and dues to the Association Office
and present completed applications together with letters of recommendation
to the Board for its consideration; 4.
Assist in planning programs of Member Clubs within the District; 5.
Except for International District 11, unless otherwise ordered by
the Board or the Executive Committee, conduct at least one District
meeting each year between January 2nd and June 1st. 6.
Preside at District meetings; and 7.
Serve as a member of the Board of the Association. Section 4. Nomination A.
Nominations for the offices of President, The Vice President, and
the Secretary-Treasurer may be made in the following ways: 1.
By submitting a letter to the Association Office at least ninety
(90) days prior to the opening of the Convention stating the member’s
name, the office sought, and the member’s qualifications for performing
the duties of the office. The nominees and the qualifications for
performing the duties shall be included in the official publication as
time and space allow. 2.
By nomination by a delegate from the floor at the first business
meeting of the Convention. B.
Previous to the election at Convention, each nominee shall be
granted five (5) minutes to address the Convention and five (5) minutes to
answer questions. C.
Except for International District 11, nominations for the office of
District Director shall be made according to the rules adopted by each
District. Section 5. Election A.
The election of the President, Vice President, and the
Secretary-Treasurer shall be by ballot during the Convention. A majority
vote shall elect. In the case there is only one nominee for the office of
President, Vice President, or Secretary-Treasurer, the ballot for that
office maybe dispensed with and the presiding officer may declare that
nominee elected. B.
Except for the Director of International District 11, the election
of District Directors shall be conducted at District meetings according to
the following schedule: even numbered Districts in even numbered years,
and odd numbered Districts in odd numbered years. Section 6. Terms of Office A.
The offices of the President, the Vice President, and the
Secretary-Treasurer shall hold office for a term of two years and until
their successors are elected effective upon the close of the Convention at
which elected until the close of the next election year Convention.
1.
Except for the Director of International District 11, the term of
office for District Director shall be two years or from the close of the
District meeting at which the scheduled election is conducted to the close
of the following District meeting at which the election is scheduled or
until the successor is elected. 2.
Except for the office of Director of International District 11,
because of ineffective performance of the duties of the office, the Board
by a two-thirds vote may declare the office of a District Director vacant. Section 7. Vacancies A.
A vacancy in the office of the Vice President or
Secretary-Treasurer shall be filled by appointment of the President upon
approval of the remaining members of the Executive Committee. B.
With the
approval of the Executive Committee, the President shall appoint an
Association member of the District in which a vacancy occurs to fill a
vacancy in the office of District Director until the next meeting of that
District when the District members shall elect a Director to fill the
unexpired portion of the term of office. ARTICLE IV –
STATE Section 1. Boundaries Each
state of the United States of America and each territory outside the
geographic boundaries of the United States of America when so designated
by the Board shall be considered states. Section 2. State Directors A.
Each state which has at least one Member Club shall have a State Director
who is a member of a Member Club of that state, elected by the Association
members of that state who are 18 years or older. B.
In the event there are no Member Clubs within a state, the District
Director of the District in which that state is located may appoint a
District member who is a resident of that state to serve as State
Director. C.
The term of office of State Director shall be concurrent with the term of
office of the District Director of the District in which the state is
located or until the successor is elected. D.
With approval of the executive Committee, the District Director shall
appoint an Association Member of the State in which any vacancy occurs to
fill a vacancy in the office of State Director until the meeting of that
District, when the State members shall elect a new State Director.
E. The State Director shall: 1.
Promote the objects of the Association within the state: 2.
Assist with the organization of Member Clubs within the state; 3.
Provide membership application forms to newly organized clubs
within the state and present competed applications together with the
Charter Fees and dues to the District Director. 4.
Assist in planning programs for Member Clubs within the state: and
Preside at State meetings. Section 3. Meetings A.
With the exception of the states within District 12, state meetings
shall be held in conjunction with District meetings and shall be for the
purpose of electing State Directors and conducting any other state
business that may arise. B.
State Meetings within District 12 shall be held within the
geographic boundaries of each state and shall be held annually prior to
the District Meeting and shall be for the purpose of electing State
Directors, receiving reports and conducting any other state business that
may arise. ARTICLE V –
MEETINGS Section 1. Association A.
Convention 1.
A convention shall be held annually between June 1st and September
15th for the purpose of electing officers, receiving reports, and
conducting any other business that may properly come before it. 2.
The voting body of
the convention shall be all Association members 18 years of age or older
prior to May 1st for whom dues had been received by the office prior to
May 1st that are in attendance. a.
Each Member Club shall submit a list of delegates to the Association
Office 45 (forty-five) days prior to the opening of the convention. b.
All questions concerning the right of any member to be seated as a
delegate shall be decided by the Credentials Committee. c.
No member shall vote in more than one capacity and there shall be no proxy
voting. d.
All Association members may speak, make motions and vote. 3.
The Registration and Package Fee as set by the Board shall be included in
the official publication mailed as least sixty (60) days prior to the
convention. Each Association member and all clubs may purchase one
Convention Registration Package and submit to the Association Office by
the deadline printed in the publication at least thirty (30) days prior to
the opening of the convention to be eligible for all package items 4.
A committee consisting of the President, Executive Administrator and (1)
one other member selected by the Board will consider sites for the
annual convention. The site shall be chosen and membership
informed at least (9) months prior to the annual meeting dates. 5.
The convention committees to be appointed by the President shall
consist of Association members an may include: Credentials, Program,
Rules, Election, and others as deemed necessary. B.
Quorum
A quorum shall be a majority of the voting members who have
registered with Credentials. Section 2. Districts A.
Except for International District 11, District meetings shall be
held annually between January 2nd and June 1st for the purpose of
conducting business that may properly come before them. B.
The voting body at a District meeting shall be the District
Director, the State Directors of that District, and all Association
Members of that District who are 18 years or older and present at that
meeting. There shall be no proxy voting. C.
Except for International District 11, each District meeting shall
be held at a location within the geographic boundaries of that District
when electing District and State Officers. ARTICLE VI –
BOARD Section 1. Composition
The Members of the Board shall be: A.
The President, the Vice President, the Secretary-Treasurer, and
District Directors; and the immediate Past President shall be ex officio a
member but shall have no vote. Section 2. Duties
The Board shall: A.
Conduct the business of the Association between meetings of the
Association. B.
Report to Member Clubs; C.
Adopt policies and rules for the conduct of the affairs of the
Association not in conflict with these bylaws or rules adopted by the
delegates in convention; D.
Employ an Executive Administrator as deemed necessary and set the
compensation. E.
Select the location of the Association Office F.
Determine the amount of bond for the officers, members, and
employees, the cost of which is to be borne by the Association; G.
Approve the bank or banks or depositories for the deposit of
Association monies; H.
Determine the manner in which the checks for the expenditures of
the Association shall be signed; I.
Authorize the investment, appropriation, and expenditures of the
monies of the Association; J.
Approve a membership application form; K.
Consider all applications for Member Clubs Convention Registration Package
Fee, full, partial or guest and determine the items to be covered by that
fee; L.
Approve a design to be used for the Convention Bottle; M.
Consider a budget at the Pre-Convention meeting and adopt a budget
at the Post-Convention meeting; Adoption of the budget shall be the
authorization for the expenditures listed therein; N.
Consider approval of the Audit Committee report at the
post-convention meeting and; O.
Consider requests for the use of the Association logo.
Section 3. Meetings
A.
Unless otherwise ordered by the Executive Committee, the Board
shall meet at least two times each year
2.
Pre-Convention, In the convention city on the day previous to the
opening of the convention B.
At least fifteen (15) days advance notice of any Special meetings
shall be given all members of the Board. C.
Meetings shall be held at other times when deemed necessary by the
President or the Executive Committee or by two-thirds of the voting
members of the Board. D.
The Board may conduct business by mail or by telephone conference
call and a report of action taken in this manner shall be verified and
made a part of the minutes of the next meeting. E.
A quorum shall be a majority of the members entitled to vote. F.
The President, the Vice President, the Secretary-Treasurer, the
immediate past President, and the Directors of the Districts located
within the geographic boundaries of the United States of America shall
receive expenses, as determined by the Executive Committee, for attending
any meeting of the Board. ARTICLE
VII – EXECUTIVE COMMITTEE Section 1.
Composition The
members of the Executive Committee shall be the President, the Vice
President and the Secretary-Treasurer Section 2.
Duties
The
Executive Committee shall: A.
Transact necessary business between meetings of the Board: In
the case of the inability of the Executive Administrator to handle the
monies of the Association, authorize the Secretary-Treasurer or the
President to handle the monies of the Association as directed by the Board
or Executive Committee B.
Report action taken to the Board; C.
Consider approval of appointments to Standing committees; D.
Determine reasonable travel and living expenses of the members of the
Board and other Association members and employees authorized to travel at
Association expense. E.
Consider approval of appointments to fill vacancies in the offices of Vice
President, Secretary-Treasurer or District Director; and F.
Consider causes for expulsion of members and make recommendations to the
Board. Section 3.
Meetings A.
The Executive Committee shall meet at the call of the President or
at the call of any two of its members. B.
The Executive Committee may conduct business by mail or by
conference telephone and a report of action taken in this manner shall be
verified and made a part of the minutes at the next meeting. C.
A quorum shall be a
majority of the members. ARTICLE
VIII – COMMITTEES Section 1.
Standing A.
With the approval of the Executive Committee, the President may
appoint the following Chairperson(s): Bottle
Show, Bylaws, Editor and Research. 1.
The Bottle Show chairperson(s) shall plan and coordinate the
staging of a bottle show to be held in conjunction with the convention. 2.
The Bylaws committee shall review proposed amendments to these
bylaws, submit the proposed amendments with the names of the members
proposing and the Bylaws committee’s recommendations to the Editor of
the official publication in time to give thirty (30) days previous notice
of the proposed amendments prior to the convention at which they are to be
considered. This committee shall report to the convention all proposed
amendments that are submitted by members to the chairman of this committee
prior to February 1st. All automatic grammatical, punctuation, and
correlation corrections in bylaws or amendment, shall be effected by this
committee subject to the approval of the Board of Directors. 3.
The Editor shall publish or cause to be published the official
publication of the Association. Section 2.
Special
The
President shall appoint Special Committees to perform the work of the
Association as deemed necessary or as directed by these bylaws or as
directed by the Board of Directors.
Section 3. The
President shall be ex officio a member of all committees. ARTICLE
IX – ASSOCIATION OFFICE Section 1. The
location of the Association Office shall be selected by the Board.
Section
2. The
Executive Administrator shall:
L.
Provide a quarterly report to the members of the Board showing the
total receipts, disbursements, and the balance
on hand for all monies of the Association. ARTICLE
X – LOGO
The
Association logo maybe used only upon written permission and in the manner
specified by the Board. ARTICLE XI –
INDEMNIFICATION Each
officer and Director of this Corporation shall be indemnified by said
Corporation against reasonable expenses, actually and necessarily incurred
in connection with the defense of any action, suit or having been an
Officer or Director of the Corporation, except in relation to matters as
to which they shall be adjudged in such action, suit or proceeding to be
liable for negligence, misfeasance, or misconduct in the performance of
their duties as provided in the bylaws; such right of indemnification
shall not be deemed exclusive of any other right to which they maybe
entitled. ARTICLE XII –
PARLIAMENTARY AUTHORITY The
rules contained in Robert’s Rules of Order, Newly Revised shall govern
the Association in all cases to which they are applicable and in which
they are not inconsistent with these bylaws and any special rules the
Association may adopt. ARTICLE XIII –
AMENDMENT A..Except
as provided in these bylaws in Article XIV these bylaws may be amended
only at convention as follows: 1.
By a two-thirds vote provided the proposed amendment shall have
been submitted by the Bylaws Committee to the Editor and published in the
Official publication at least thirty (30) days prior to the opening of the
convention at which the amendment is to be considered, or 2.
By a ninety percent vote provided previous notice shall have been
given at an earlier meeting of the same session. ARTICLE XIV –
RECONFIGURATION OF DISTRICT
1.
Prior notification, in letter form, of proposed district change,
shall be made at least 60 days minimum, prior to any, *resolution, to all
district directors, state directors and club presidents of all districts
involved, separate from general notification in “Beam Around The
World” ·
arrived at by
voting, the act of resolving or separating into component parts, the
answer or solution to a problem, As per Living Webster’s Dictionary 1974 ARTICLE XV –
DISSOLUTION In
case the Association should be dissolved in the manner provided by law of
the State of Illinois, after all legal debts have been paid; the remaining
assets and funds shall be divided by a per-cent of District Members versus
total membership. Each District shall submit to the International Office
the name of the charity to receive their portion of the funds. ARTICLE XVI –
EMERGENCY CLAUSE Section 1. When,
because of war or other great disaster or extraordinary emergency, the
holding of an annual convention is made impracticable, all functions,
powers, and duties of this Association shall be and are vested in the
Board. Section 2. If
travel be forbidden or curtailed to a prohibitive extent, voting by mail
for purposes of electing officers and adopting amendments to the bylaws
shall be and is hereby authorized and the Executive Committee is hereby
empowered to prescribe full and appropriate procedure for the purpose
thereof.
Revised
July 2008 In Rochester, MN Revised
July 2009 In Springfield, Missouri
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