Section A: The name of the organization shall be the “American Breweriana Association,” hereafter referred to as “the Association” or “ABA.”

Section B: The Association is organized and incorporated under provisions of the Colorado Nonprofit Corporation Act as a non-profit educational and literary corporation. An exemption from federal income tax has been granted to the Association under section 501 (c) (3) of the Internal Revenue Code. Contributions and gifts to the Association are deductible from federal income under provisions of section 170 of the Internal Revenue Code.


Section A: To educate the public regarding brewing industry heritage through historic preservation and collection of literature and artifacts of the industry

Section B. To unite historians, breweriana collectors, industry workers and the public in the bonds of friendship and mutual interest in the breweriana hobby and brewing industry.

Section C. The establishment and operation of a non-commercial museum, research library, journal, national structure of local chapters and events and an annual meeting and convention.


Section A: The membership of the Association shall consist of those persons in good standing in accordance with the By-laws.

Section B: The Association shall be committed to a policy of non-discrimination in membership and to equal participation by members in all its services and activities.


Section A: Membership dues shall be assessed to support the goals and work of the Association.

Section B: The amount of membership dues and procedures for assessment and collection shall be established by the Board of Directors in accordance with the By-laws.


Section A: The Association Board of Directors shall be comprised of eleven (11) members.

Section B: The Officers: President, Vice-President, Secretary, Treasurer and five (5) members from the general membership shall be elected and serve on the Board of Directors.

Section C: A representative of the Potosi Foundation, Inc. appointed by the Foundation shall serve as a member of the Board of Directors.

Section D: The immediate past president of the Association shall serve on the Board of Directors unless he or she is not available to serve in which case the membership of the Association Board of Directors will be ten (10).

Section E: All members of the Board of Directors shall have full and equal responsibilities in establishing quorum, making motions, voting and in other procedural matters of the Board of Directors.

Section F: No elected officer shall receive any compensation for service rendered to the Association in his official capacity.

Rule of Order Record: In accordance with ARTICLE XIII of this Constitution, ARTICLES I – V, (Section F) of this Constitution were revised on August 25, 2017.

Section G: Duties of the Officers:

(1) President. The President shall act as Chairperson of the Board of Directors and preside over all meetings of the Board. The President shall issue the call for regular and special meetings of the Board of Directors, establish committees and appoint all committee chairs. The President or his/her designee shall serve as an ex-officio member of the Annual Meeting Committee and as liaison between the committee and the Board of Directors. The President shall fill by appointment all interim vacancies that occur on the Board of Directors and shall act as the principal spokesperson of the Association.

(2) Vice President. The Vice President shall, in the absence of the President, perform the duties of the President. The Vice President shall appoint, direct and supervise regional directors.

(3) Recording Secretary. The Recording Secretary shall complete and maintain minutes of all regular and special meetings of the Board of Directors and of the Annual Meeting. The Secretary shall also serve as an ex-officio member of such committees as may be designated by the President. With the exception of Officer and Board elections, when Board of Directors votes are conducted by mail or electronic means the Secretary will insure quorum requirements are met and tally, record and report the results.

(4) Treasurer. The Treasurer shall oversee the management and reporting of the Association’s finances, including, but not limited to, maintaining the books and records of the Association. The Treasurer will work directly with the Executive Director to assure financial reporting is proper and sufficiently safeguarded.

Section H: Board of Directors and Conduct of Business: The Board of Directors will meet yearly at the Annual Meeting of the Association or when called by the President for a special meeting provided thirty (30) days advance notice is given in writing and/or by electronic media to all members of the Board. Physical presence of a quorum of directors for special meetings is not required to conduct business provided the quorum is met by conference call. Quorum must remain throughout the special meeting if decision making is to take place.

(1) Conduct of Business by Mail/Electronic Media: The Board of Directors may conduct business of the Association by mail and/or electronic media provided the President has communicated to all Directors the matters to be considered. Where a vote is called for a motion must have been made and seconded and a ballot provided by the President or his/her designee to all members with a voting deadline of not less than 15 days. Except in matters of revision to the Constitution and By-laws the ballot delivery and voting response may be by electronic media.

(2) Quorum and voting: A majority of the Board membership (quorum) at the time of a meeting must be present at the meeting and/or by conference call for business to be conducted and votes taken. Except as established elsewhere in this Constitution and By-laws an affirmative vote requires a majority vote of those establishing the meeting quorum. Where votes are taken by mail/electronic media an affirmative vote requires a majority of the Board membership.

Section I: Board of Directors Duties: The Board of Directors is responsible for execution of the policies of the Association.

(1) Set the time and place of the Annual Meeting approximately 12 months in advance. Submit Annual Meeting agenda items to the Executive Director at least two months in advance of the meeting. The Executive Director then prepares the agenda for approval by the President.

(2) Determine the dues and fees charged for membership and services of the Association.

(3) Set the compensation of the Executive Director, editor of the official publication, and other persons as may be employed by the Association and authorize any annual achievement bonuses.

(4) Review and approve the annual budget that is prepared by the Executive Director and submitted to the Board of Directors by October 1st of each year. Authorize expenditures not approved in the budget and appropriate all funds accruing to the Association from special projects, annual meetings, gifts and bequests. The fiscal year of the Association will be the calendar year.

(5) Have the authority to modify, override or rescind the actions of any officer, committee, or member of the Association including the Executive Director.

(6) Insure the Association is operated in strict compliance with applicable federal and state laws relating to non-profit and tax-exempt organizations.


Section A: Elections. All officers and directors must be regular members in good standing.

(1) The President, Vice-President, Recording Secretary and Treasurer shall be elected by the Board of Directors for two-year terms unless the election is to complete an unfulfilled (interim) term. Nominations for these offices shall be made at a regular or special meeting or received by mail, to include electronic media, by the Executive Director during the first quarter of even- numbered years. During the second quarter, and at least (30) days prior to the Annual Meeting, all officers and directors shall vote during a special meeting, by mail or electronic media. The Executive Director will collect and report the election results to the President and Board. The results will be reported to the membership at the Annual Meeting.

(2) Prior service on the Board of Directors shall be a requirement for election as President and Vice President.

(3) Election to the Board of Directors carries with it a commitment to attend the Annual Meeting of the Association.

(4) Director positions with terms expiring will be filled each year prior to the Annual Meeting. Voting shall be by the entire membership. Members wishing to serve as a director must so notify or be nominated to the Executive Director during the first quarter of the year. The Executive Director will prepare a ballot with voting instructions to be included in an ABA Journal issue published in the second quarter of the year and at least thirty days prior to the annual meeting. The Executive Director will collect the ballots until seven days before the start of the annual meeting and serve with two non-candidate volunteers as an elections committee with ballots tabulated and results reported at the annual meeting.

Section B: Registered Agent. The Executive Director, if a resident of Colorado, will be recorded as the Registered Agent of the Corporation as the Corporation is registered in Colorado. If there are no officers or directors that are Colorado residents, the President will appoint a Colorado resident to serve as the Registered Agent.

Section C: Vacancies. The President shall fill interim officer and director vacancies by appointment to complete the term of office.

Section D: Removal from Office. The Board of Directors may by a three-fourths (3/4) vote of its entire membership relieve any officer, director, committee chair or service coordinator of his/her duties and appoint a successor at any time when it is determined such action would be in the best interest of the Association. Failure to respond to official communications from the Association shall be considered sufficient grounds for such removal.


Section A: The Board of Directors shall appoint an Executive Director to conduct the day-to-day operations of the Association, and to provide continuity through different administrations of officers. The Executive Director serves at the pleasure of the Board of Directors and may be removed at any time by a three-fourths (3/4) of the entire Board of Directors.

Section B: The Executive Director shall be paid a salary from Association funds as determined by the Board of Directors.

Section C: The Executive Director shall counsel the Board of Directors on all actions considered at meetings, is looked to for perspective on Association matters and may vote at meetings in order to break a tie.

Section D: The specific duties of the Executive Director as established by the Board of Directors are documented in the “Duties of the ABA Executive Director” policy of the Association.


Section A: Regional Directors are members who assist the Association in representing and promoting the Association throughout the broad geography it serves. A state-by-state regional listing and a description of RD duties are established in the “Duties of Regional Directors” policy of the Association.

Section B: Regional Directors are appointed, directed and supervised by the Vice-President and serve at the pleasure of the President for renewable two-year terms. Appointment takes place at the Annual Meeting except in the circumstance of an interim vacancy.

(1) Regional Directors are encouraged to attend and participate in Board of Directors Annual Meetings but do not have voting privileges.

(2) Regional Directors may also be elected to the Board of Directors, thus serving dual duty.


Section A: Any member who fails to pay the required dues or any other indebtedness owed the Association, within sixty days after receiving written notice thereof shall be dropped from the membership.

Section B: Any member may be expelled from the Association for cause by a two-thirds (2/3) vote of the Board of Directors. In this case, the Executive Director shall make a pro rata refund of the expelled members annual dues.

(1) A member may be expelled from the Association for an act in violation of the Association Code of Ethics, violation of the Constitution and By-Laws and other acts deemed by the Board of Directors to be prejudicial and harmful to the welfare of the Association.

(2) A complaint that a member should be considered for expulsion must be prepared in writing by the member so recommending and sent to the Executive Director. The Executive Director shall notify the member in writing of the specific complaint and of the complainant for the purpose of seeking resolution where possible. The member will have thirty days to respond in writing. If resolution has not taken place through this effort the Executive Director shall refer the matter to the Board of Directors. All parties shall have the right to present their case to the Board within a time-frame set by the Board to include witness statements and affidavits. The Board may dismiss the complaint, censure, suspend or expel the member providing the decision in writing.


Section A: Any group of members with a common interest may form a chapter or focus group (at-large chapter). ABA Chapters are formed along geographic lines, with such lines approved by the Board of Directors. Focus groups (at-large chapters) represent a specific area of interest consistent with Article II of this Constitution and are not bound by geographic lines. All may convene at the Annual Meeting with advance coordination with the Executive Director.

Section B: Specific requirements for chapters and focus groups (at-large chapters) to be sanctioned by the ABA Board of Directors are established by the Board of Directors as a policy document., “Guidelines for ABA Chapters and Focus Groups (At-Large Chapters).”


Section A: Expenses in the name of the Association may only be incurred by any Association member when approved in advance by the Board of Directors.

Section B: The Association name, identification or membership list may not be used for any purpose without prior approval of the Board of Directors.

Section C: No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II and the Articles of Incorporation.

Section D: The Association shall not participate by any means in political activities, campaigns on behalf of candidates for public office or support political causes and efforts to influence legislation.

Section E: Notwithstanding any other provisions, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future Internal Revenue Law), or by a corporation, contributions to which are deductible under sections 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future Internal Revenue Law).

Section F: The Board of Directors may adopt, amend or repeal By-laws and operating policies that direct the management of the organization that are not inconsistent with the Constitution and Articles of Incorporation.

Section G: All questions of order or procedure with respect to any meeting or action of the Association, its Board of Directors, or any Committee shall be determined in accordance with Roberts Rules of Order, revised and updated.


Upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Association, distribute all assets for one or more exempt purposes consistent with Section 501c) (3) of the Internal Revenue Code or corresponding section of any future Federal tax code.


Section A: This Constitution may be amended by an affirmative vote of two-thirds (2/3) of the membership of the Board of Directors. The vote can take place at a regular or special meeting of the Board of Directors or by postal mail.

Section B: For a vote on amending the Constitution to take place a motion must have been made and seconded and the Board of Directors must have received the proposed amendment by electronic media or postal mail at least thirty days in advance of the vote.

Section C: Where voting is by postal mail a written ballot must be provided by the President or his or her designee with a voting deadline of not less than 15 days

This Constitution is adopted as amended by the Board of Directors of the American Breweriana Association