The Association of Brewers Inc

“The executive committee consists of the board chair, the vice chair, the secretary/treasurer, the past board chair, and the president. They are also members of the governing body. The board of directors may, by a majority vote of its members, designate an executive committee consisting of the officers of the corporation and may delegate to such commitee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted by provisions of the law. By majority vote of its members, the board may at any time revoke or modify any or all executive committee authority so delegated.”

“The bylaws were changed to expanded eligibility for voting membership, decreased maximum size of the board, aha designated directors removed (from two to zero), established a quorum of five percent of voting members.”

“There are three classes of membership listed in the brewer's association's by-laws: (1) professional packaging, (2) taproom, and (3) pub brewers.”

“Packaging brewer members shall elect seven (7) elected directors, provided that starting with the first board meeting of 2025, packaging brewer members shall elect six (6) elected directors; brewpub members shall elect four (4) elected directors; and taproom brewer members shall elect three (3) elected directors.”

“Form 990 was prepared by the organization's independent cpa with information provided by managment. Drew rosanova reviews the 990 and provides to full governing body for review prior to filing.”

“All brewers association staff members are covered under the conflict of interest policy. Discussions of whether a conflict of interest exists are determined at the senior management level with by the ceo/president and vp of staff development and the senior leader who oversees the relevant department. Actual conflicts are also reviewed at the senior management level by the ceo/president, vp of staff development and the senior leader who oversees the relevant department. An example of a restriction imposed when a conflict of interest at the staff level is determined would be restricting that person from conducting outside business with a brewers association member or customer. Board of directors members have a fiduciary duty to conduct themselves without conflict to the interest of the brewers association. Board members must subordinate personal, individual business, third-party and other interests to the welfare and best interests of the brewers association. A conflict of interest is a transaction or relationship, which presents or may present a conflict between board member obligations to the brewers association and board member personal, business, or other interests. Full disclosure of all actual and potential conflicts, and a determination by the disinterested board (or the brewers association executive committee) members with the interested board members recused from participating in debates and voting on the matter are required. All actual and potential conflicts of interest should be disclosed by to the brewers association executive committee through an annual disclosure form and/or whenever a conflict arises. The disinterested members of the brewers association executive committee shall make a determination as to whether a conflict exists and what subsequent action (if any) is appropriate. The executive committee shall inform the board of such determination and action. The board shall retain the right to modify or reverse such determination and action and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. On an annual basis, all board members shall be provided with a copy of this policy and shall be required to complete and sign the acknowledgement and disclosure form below. All completed forms shall be provided to and reviewed by the brewers association executive committee.”

“Determination of salaries: the salary level (and additional compensation package items) for the ceo/president of the brewers association is determined by the executive committee of the board of directors. This committee consists of the chair, vice-chair, treasurer, and the past-chair. Additionally, this group is responsible for determining any year-end bonus for the ceo/president of the association. The entire board of directors is responsible for approving the salary expense for general staff and management as a whole, by way of approving the upcoming year's fiscal budget. Additionally, the board approves any bonus awarded to staff at year-end. Bonus compensation for the ceo/is determined separately by the bod executive committee. The ceo/president sets the salary levels of management (within the parameters of the budget approved by the board.) individual managers will set the salaries for the employees who report directly to them (within the parameters of the budget approved by the board and based on approval by ceo/president.) occurance of salary changes: salary levels are reviewed and potentially increased at the end of each fiscal/calendar year. In cases of mid-year promotion, or job-duty changes, salary levels may be adjusted mid-year. Compensation research & analysis: the hr department provides a market based compensation study every two years, which includes data from the american society of association executives (asae), association trends (national non-profits) and a local employment association - mountain states employers council (msec). The factors considered in the study include staff size, budget size, organization type, job description, and job duties. This study is presented to the ceo/president and provides background for salary change decisions. Employee performance is also an important factor in determining salary changes. The association utilized an executive compensation consultant in 2024 to analyze ceo/president compensation and provided results to the executive committee.”

“The association's by-laws are available to the public through association's website (www.brewersassociation.org).”

“-support research and advances in sustainability, education, technology, and raw materials -exercise political influence to secure fair legislative and regulatory treatment -foster the commitment to holistic safety, quality, and operational excellence -educate consumers, retailers, and wholesalers to value and champion beer from craft brewers and to grow the market -encourage innovation, collaboration, and a commitment to a thriving beer culture among craft brewers, homebrewers, and beer enthusiasts -ensure trust with our members -continuously adopt and promote organizational practices that are so inclusive, equitable, and just that diversity of all kinds flourishes -promote and support the well-being (and a sense of belonging) of the people of the craft brewing community -promote sustainable operational practices that enhance envirnmental stewardship -preserve and share brewing history and knowledge -promote business practices that improve economic and social sustainability -promote independent brewers”

“The process for selection of an independent accountant has not changed from the prior year.”