New York State Brewers Association

“By-laws to the organization were updated march 2024 with the following changes - **individuals over 21 are eligible for membership **addition of new memberships entitled farm brewery and brewery in planning **addition to amending by-laws to include ratification by a simple majority vote of nysba members present at annual meeting. **number of board members increased from nine to eleven of which nine are tied to geographic regions and two "at-large" seats that are not tied to geographic regions. Each geographic region board member's term is for three years, while the "at-large" members are for two years. **addition of board nominating process and procedures including the staggering of geographic regions so every year three new board members are elected. **addition of governance committee that shall review, "vet and finalize two "at-large" candidate appointments to the board for them to vote for one candidate. The expiration of the "at-large" director shall be staggered so that each year, one position shall be filled. **executive director given the ability to hire and fire staff within the office of the executive director. **the policies and procedures to be followed when a vacancy on the board occurs has been elaborated. **regular meetings to be held no less than quarterly. **location of the meeting now includes electronic. **quorum of directors has increased to 6 from 5. **time and location of annual meetings to be determined by board. **new officer titled first past president that shall be filled by the most recent previously elected president who no longer serves in role of president to the board of directors. Will have the privilege to participate in meetings attended by the president but shall not have any voting rights during said meetings, only serving in the role as advisor to the board. **besides the addition of the governance committee previously mentioned, an executive committee chaired by the president, has been formed which includes other elected officers of the board, the executive director and last sitting president. This committee is responsible for initially investigating and proposing a course of action with regard to human resource issues, code of conduct matters and disciplinary or emergency actions that may arise and potentially require legal advice. The executive committee will then present as necessary to the full board of directors any resolution or proposal for full discussion and final determination. **a procurement policy has been initiated and shall be reviewed annually and updated as necessary by the governance committee and approved by majority of the board. **a code of conduct policy has been established and is applicable to all members of nysba. The policy is reviewed annually and updated as necessary by the governance committee. A policy has been put in place that provides guidance on how to receive, examine, investigate and resolve complaints that are submitted in connection with any alleged violation of the code of conduct. Findings of any determination (final decision) shall be weighed and rendered by the board of directors and the final decision shall be entered within the minutes of the board of directors in accordance with the aforementioned adopted policies.”

“Breweries wanting to become members of the nysba need to fill out an application online and pay a joining fee. Nysba verifies that they are a brewery in new york state prior to accepting their membership. Companies wanting to be an alliance member also need to fill out an online application and pay a joining fee. Nysba verifies that the company is a service provider to the beer industry prior to accepting their alliance membership. There is no approval necessary by the board of directors for either membership.”

“Annual meeting of the members to elect officers of the board.”

“Members vote annually to determine rights of board. In addition, certain decisions of the governing body are subject to member approval.”

“The board reviews form 990 before filing.”

“New board members sign conflict of interest statements upon joining the board. All conflict of interest issues are brought to the board's attention at time of the conflict in order to determine action.”

“Compensation determination includes the review of comparable data to similar organizations with adjustment for the cost of living. Additionally, the process includes a review by the organization's treasurer and president prior to approval from the board of directors.”

“All documents are made available to the public upon request.”

“The organization's accounting method has always been modified cash, not pure cash basis.”