Massachusetts Brewers Guild Inc

“The organization has two classes of members, known as "voting members and "associate member". 1) voting members can be any business or individual: (i) holding a "brewers notice" issued by the alcohol and tobacco tax and trade bureau ("ttb") and a massachusetts license to manufacture, a farmer brewer's license, or a brewpub license, (chapter 138 sections 19, 19c, and 19d) issued by the massachusetts alcoholic beverages control commission; or (ii) contracting brewing in massachusetts, selling beer commercially in massachusetts, and having its primary place of business in massachusetts and to designate a representative of such organization to serve as a voting member of the guild. The business or individual must also qualify as a "craft brewery or "brewer" as defined by the brewers association with an annual production of six (6) million barrels of beer or less (approximately three (3) percent of u.s. Annual sales). Beer production is attributed to the rules of alternating proprietorships. Less than twenty-five (25) percent of the craft brewery is owned or controlled (or equivalent economic interest) by an alcohol industry member that is not itself a craft brewer. A brewer that has a majority of its total beverage alcohol volume in beers whose flavor derives from traditional or innovative brewing ingredients and their fermentation. Flavored malt beverages (fmbs) are not considered beers. 2) associate members can be any other business or individual interested in supporting the mission of the massachusetts brewers guild and designate a representative of such organization to serve as an associate member of the guild.”

“Each voting member in good standing is entitled to one vote in any election, referendum, or on any other matter properly presented at a membership meeting, which vote may be made either in person or by written proxy executed and exercised in accordance with massachusetts laws and filed with the clerk before being voted. Each voting member shall designate one (1) individual to vote on behalf of that voting member. A matter may also be presented electronically to the membership of the guild and votes may be cast electronically in advance through email or an electronic form, with the final tally of such vote taken at the annual meeting or at such other additional meetings as may be called in accordance with these bylaws. Associate members are not entitled to vote in any election, referendum or membership meetings and may be excluded from attending membership meetings at the discretion of the board.”

“See response to line 7a above”

“The executive director and treasurer review a draft form 990 and raises any questions he may have with the organization's tax preparers before filing.”

“The directors and officers of the guild owe a fiduciary duty to the guild to act in good faith and in a manner that they reasonably believe to be in the guild's best interests. This duty of loyalty requires the guild's directors and officers to exercise independent judgment on behalf of the guild, placing the guild's best interests ahead of personal interests. In furtherance of this fiduciary responsibility, the guild shall have a conflict of interest policy; provided, that such policy shall require directors, officers and key employees to disclose any personal financial interest in a transaction being considered by the guild, including any financial remuneration, and that unless the board of directors determines that such personal financial interest is immaterial, such director, officer or key employee shall recuse himself or herself from discussion and voting on the matter and shall not be counted for purposes of a quorum”

“The organization's governing documents, conflict of interest policy, and internally prepared financial statements are available to the public upon request.”