Code of Conduct for Guild Sponsored Meetings & Events
​(effective January 1, 2022)

1. We celebrate beer in positive, supportive ways for all. In order for that to happen, we need to create a safe space built on trust and mutual respect. The Guild will not tolerate any forms of discrimination, harassment, assault, threats of assault, sexual harassment, sexual assault, threats of sexual assault, damage to property, theft of property or services, inappropriate behavior towards brewery staff or ticketed attendees, or any other behavior that is illegal, unethical, or reflects poorly on us as an organization or community. We ask that all participants use good judgment to make safe choices at all times. The Guild makes no warranty, express or implied, about the guaranteed participation of any staff, volunteers, attendees, or sponsors.

2. We ask that ALL PARTICIPANTS exercise moderation when drinking alcohol at Guild functions, and to be mindful of the safety of yourself and those around you. Familiarize yourself with local laws regarding alcohol. The Guild abides by local alcoholic beverage laws, and requires our participants to comply with such laws, including those regarding public intoxication, if they wish to attend or conduct themselves as representatives of our community. The Guild does not provide legal advice to our members.

3. The Guild is a professional organization, and participants are expected to conduct themselves professionally. We expect everyone to be mindful of their words and actions, and to ensure the safety and comfort of their fellow participants. We expect everyone to show respect for each other and all those involved in the Guild and its events, including staff, volunteers, sponsors, brewery representatives, city representatives, and city and private property.

4. The Guild takes your safety very seriously. If you believe something is happening that puts attendees at risk, bodily or otherwise, please let Guild staff or a brewery host know as soon as possible. All reports that we receive regarding assaults, sexual assaults, property crimes, or any other alleged felony crimes will be immediately reported to local law enforcement. We reserve the right to ask a guest, brewery, volunteer, performer, sponsor, or vendor to leave, and to report any allegations received to the appropriate authorities. If you feel you have been the victim of a crime, or witness a crime being committed, please call 911 immediately.

5. The Guild is not a law enforcement or investigative agency and will not act as such. All alleged crimes will be reported to law enforcement. The Guild may take into consideration the results of any criminal or civil legal investigation or proceedings against an individual for future planning purposes. The Guild does not assume liability for any acts, negligent, intentional, or otherwise, committed by brewery attendees or their guests. Please be responsible for yourself and your group.

6. You are an ambassador and a steward of our industry! Any violations of the Code of Conduct will be considered by the Guild staff and leadership, who will determine what reparative actions, if any, are required by the violating person or brewery. If information is received that there has been a violation of this Code of Conduct, the violator will be apprised of the situation by phone, email, or in-person communication. Any violation of the Code of Conduct will be taken seriously. Violations may result in disciplinary action against the violating member up to and including expulsion and revocation of membership in the Guild, at the sole discretion of the Board of Directors. The Guild and its Board of Directors reserve the right to revoke a member’s participation in the Guild and/or ask any participant or member to cease their participation in any Guild event, at any time, based on conduct deemed inappropriate by the Board of Directors, in its sole discretion.

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​If you have any questions or concerns regarding our safety policy or code of conduct, please contact Sherry Wohlgemuth at 573-824-2935 immediately or fill out a WeVow incident report here.

Missouri Craft Brewers Guild Logo Usage Policy

(effective January 1, 2022)

The “The Missouri Craft Brewers Guild” name and the guild’s “Logo” have been established as common law trademarks of The Missouri Craft Brewers Guild in the state of Missouri based on an established history of use in commerce. 

This Missouri Craft Brewers Guild Logo Use Policy is made as of the date of acceptance by you as a Brewers Member, Brewery in Planning Member, Allied Trade Member or Retail Member of the Missouri Craft Brewers Guild.  The Logos are the sole and exclusive property of The Missouri Craft Brewers Guild. Your use of any Logo implies acceptance of, and agreement with, the terms of this policy. If you do not accept and agree to follow the rules for using the Logos as set out in this policy, you do not have the right to use the Logos and should not use them. Any use of the Logos that does not comply with this policy is not authorized. If you violate the rules set out in this policy, you must cease all use of all Logos, regardless of the uses otherwise allowed in this policy. In addition, Missouri Craft Brewers Guild reserves the right to revoke its approval of your use of the logos at any time.
 
RULES FOR USING THE LOGOS

1. Contingent on a current membership status, the Logo is licensed to you free of charge by the Missouri Craft Brewers Guild pursuant to a nonexclusive, revocable license.

2. The Guild is and shall remain the sole owner of the Logo and your use of the Logo shall not create or imply any ownership rights to the Logo.

3. You are not permitted to assign, license or “pass through” the right to use the Logo to any outside person, organization or entity who is not a current member of the Missouri Craft Brewers Guild. 

4. The Logo can be displayed on digital and physical, printed promotional materials in support of your brewery, beers or business. You agree to provide copies of, or links to, any of these promotional materials to the Guild upon request for archival purposes.

5. The Logo can be displayed at your physical place of business on windows, walls or other static property. 

6. For Brewery Members and Brewery in Planning Members, use of the logo on beer packaging or merchandise intended for sale or promotional distribution is contingent upon express written consent from the Missouri Craft Brewers Guild. Permission will be granted at the discretion of the Guild’s Executive Director and Board of Directors and must be requested via email (sherry@mocraftbeer.com). Requests must be accompanied by a physical description of the product/ merchandise, along with accompanying artwork mockup (where applicable), and information on where the product will be sold and/or made available. All reasonable efforts will be made to reply to requests in a timely manner. Allied Trade Members and Retail Members are not permitted to use logo on products/ merchandise intended for sale or promotional distribution.

7. You shall not use the Logo in any manner that is misleading or that reflects negatively upon the reputation and mission of the Missouri Craft Brewers Guild or any Member of the Missouri Craft Brewers Guild, or in any manner that violates applicable law and regulation, including, without limitation, to laws relating to fair trade practices and truth in advertising.  No Logo may be used or displayed in any of the following ways: (a) in any manner that, in the sole discretion of Missouri Craft Brewers Guild, discredits Missouri Craft Brewers Guild or tarnishes its reputation and goodwill; (b) in any manner that infringes, dilutes, depreciates the value, or impairs the rights of Missouri Craft Brewers Guild in the Logos; (c) in any manner that is false or misleading; (d) in connection with any pornography, illegal activities, or other materials that are defamatory, libelous, obscene, or otherwise objectionable; (e) in any manner that violates the trademark, copyright or any other intellectual property rights of others; or (f) in any manner that violates any law, regulations, or other public policy.

8. Logos can be displayed at any public event where you are promoting your brewery or beer and where such promotion is not in conflict with the mission or bylaws of the Missouri Craft Brewers Guild. Use of the logo on any material, static property or at any event (public or private) when the purpose of the material, static property or event is of a nature which is not in keeping with the ideals of the Missouri Craft Brewers Guild is in violation of these terms and is strictly prohibited.

9. You recognize the great value of the goodwill associated with the Logo, and acknowledge that the Logo and all rights therein and goodwill pertaining thereto belong exclusively to the Guild and that the Logo has a secondary meaning in the mind of the public.

10. Should your Missouri Craft Brewers Guild membership become delinquent, or terminated for any reason, the license to use the Logo shall terminate immediately and automatically without further notice from the Guild and you shall immediately terminate use of the Logo on digital and print promotional materials, at your place of business, and on event signage regardless of the financial or time investment associated with discontinuing its use.  If you are using the logo on packaging or merchandise intended for sale or promotional giveaway and have existing inventory in your possession at the time of termination/delinquency, in order to continue to sell/distribute remaining inventory, you must submit a product inventory to the Guild via email (sherry@mocraftbeer.com) along with a timeframe for your commitment to cycle through remaining inventory. This timeframe shall not exceed 90 days for promotional items or 180 days for beer packaging, after which time all use of sales/distribution/giveaways of product must be discontinued. No new products or packaging bearing the Guild’s name/logo may be ordered/manufactured after membership is terminated or while a member is delinquent.

11. All of the Rules of this Agreement are made a part of this Agreement and incorporated herein by reference. You agree to familiarize yourself with said Rules and to comply with all provisions of said Rules and any revisions thereto and any violation of any provision of said Rules will be considered a violation of this Agreement.

12. Failure to comply with any of the terms and/or conditions of this Agreement shall constitute a violation of the agreement and may be considered an infringement of the marks. Termination of this agreement shall be effective sixty (60) days after the Guild gives you notice by mail of such termination fails to rectify breach within said sixty-day period.

13. As the need to address future branding concerns arises, we may cancel, modify, or change the terms of this policy from time to time without notice to you. You, as a Logo user (“you”), are responsible for complying with any modified terms, so please review this policy and also become familiar with any modifications we publish.

LOGO STANDARDS
You shall use the Logo in the form provided to you by the Guild and you shall not make any changes or revisions to the Logo, other than re-sizing it while keeping the original proportions intact.

The black logo variant must be used on white or light-colored backgrounds, while the alternate cream logo must be used on black or dark colored backgrounds.

If you are interested in using the logo, please contact the Guild (sherry@mocraftbeer.com) to obtain a high-resolution file suitable for web and/or print rather than pulling it off the Internet.
 
CONTACT INFORMATION
If you have additional questions on the use of the logo, please contact the Guild at sherry@mocraftbeer.com.

Amended and Restated
BYLAWS OF THE MISSOURI CRAFT BREWERS GUILD
 
ARTICLE I – NAME AND MISSION
Section 1.  Name
The name of this organization is the Missouri Craft Brewers Guild (the “Guild”). The Guild is a nonprofit corporation organized under the laws of the state of Missouri.

Section 2.  Mission
The Guild exists to protect and promote, in a lawful manner, the interests of its members and the licensed craft brewers in the state of Missouri. The primary focus of the Guild is to advocate for a just and rational regulatory and statutory environment at the state and federal level, and to promote independent craft brewers in the state of Missouri. The Guild may participate in other acts that it determines will further the mission of the Guild and its Members. Notwithstanding any other provisions of these Bylaws, the Guild shall not carry on any activities not permitted to be carried on by an entity exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code.
 
The Guild is organized and operated exclusively for nonprofit purposes.
 
ARTICLE II – MEMBERSHIP
Section1.  Qualification for Membership
Membership will be open to any individual, partnership, corporation, or other entity that pays its dues and meets one of the classes of membership described in Section 2.

Section 2.  Classes of Membership
The Board of Directors may determine other classes of membership, and the dues, rights, and privileges that pertain thereto. Brewery Members and members of other classes are hereafter collectively referred to as “Members”.

• “Brewery Member” - A brewing organization that brews common brands, names and formulas at a brewing facility in Missouri, of which it owns a majority interest in the company for which dues are paid. A Brewery Member will pay dues as set by the Board of Directors. If there is more than one brewing organization involved in a brewing facility, the one holding a majority interest is eligible for Brewery Membership. The organization must hold a TTB-issued Federal Brewer’s Notice. The brewery must produce no more than 6 million barrels of product a year.  Beer production is attributed to the brewer according to the rules of alternating proprietorship. A contract brewer who does not own a majority interest in a brewing facility in Missouri is not eligible for a Brewery Membership.

• “Trade Member” - Tradesmen and suppliers doing business with the brewing industry or any individual, partnership or corporation in an allied industry or endeavor may be admitted as a non-voting Trade Member. A Trade Member will pay minimum dues as set by the Board of Directors. There are no voting rights for Trade Members. A Trade Member is not eligible to be on the board of directors.

• “Retail Member” - Retail licensees who sell Missouri craft beer, and are deemed appropriate by the Board of Directors, may be admitted as a non-voting Retail Member. A Retail Member will pay minimum dues as set by the Board of Directors. There are no voting rights for Retail Members. A Retail Member is not eligible to be on the board of directors.

Section 3.  Membership Dues
The Board of Directors will fix annual dues for all membership classes at the annual strategic planning board meeting. Each Member shall be subject to and liable for the payment of any assessments which may be determined by the Board of Directors at its discretion, during the fiscal year, to be levied and collected as provided in the Bylaws.
 
Section 4.  Resignation
Any Member in good standing may resign from the Guild upon delivery of written notice to the Guild before the effective date of the resignation. The resigning Member is responsible for dues assessed for the term of their valid membership.
 
Section 5.  Representation
 
For Guild purposes, each Brewery Member will designate one person as its representative. Such representative will be eligible to vote on behalf of the Brewery Member.  Only Brewery Members may vote on Guild Matters.  Breweries within Missouri that are linked through common ownership, common brands, names, or other affiliations will be considered an “Affiliated Group” and will be aggregated to a single membership for purposes of Brewery Membership. Determination of an Affiliated Group will be at the discretion of the Board of Directors.
 
Section 6.  Membership Removal
 
Any Member may be suspended or expelled from membership by an affirmative vote of a majority of the Board of Directors for (i) nonpayment of dues, (ii) violation of any provision of these Bylaws, (iii) a change in member qualification as set forth in Article II, Section 2, or (iv) failure to conduct itself in an ethical or legal manner, including but not limited to acts of moral turpitude, fraud, embezzlement, dishonesty, sexual harassment, or other willful acts that reflect negatively on the Guild or significantly impede the Guild’s Mission. No Member who has been suspended or expelled shall have its dues refunded.

ARTICLE III – MEMBERSHIP MEETINGS
Section 1.  Membership Meetings
The Annual Meeting of the Guild shall be held at a time and place to be designated by the Board of Directors. The designation of a place (or the designation of a time and place) for the Annual Meeting shall be made at least ninety (90) days in advance. The Annual Meeting shall be held within the fiscal year of the Guild.
 
Section 2.  Special Membership Meetings
Other meetings, known as “Special Membership Meetings”, may be called by the President, or by two or more Directors, at any time.

Section 3.  Quorum
At all meetings of the Guild, 51% of the active Brewery Members of record, in good standing, shall constitute a quorum for the transaction of all authorized business. When the computation of a results in a fractional number, it shall be rounded upward to the next whole number. The acts of the majority of the Brewery Members present at a meeting in which a quorum exists shall be the acts of the Members, except when a larger number is required by law or these Bylaws.

Section 4.  Voting
For the purposes of voting for the Board of Directors and any other official Guild business, each Brewery Member shall have one vote. Only active Brewery Members, in good standing, are entitled to cast votes in matters of the Guild. All Members are eligible to serve on committees. Voting by proxy with written confirmation by the Brewery Member identifying the proxy is allowed, as long as notice of the proxy is received to the Guild by 5 p.m. the day before the meeting takes place. Only Brewery Members may serve as a proxy.

Section 5.  Majority Consent
Any action that can be taken at a meeting of the Members may be taken instead by majority written consent, which may include electronic consent, signed by each person who is entitled to be present and to vote at a meeting of the Members.

ARTICLE IV – BOARD OF DIRECTORS
Section 1.  Duties and Authority
The business and affairs of the Guild shall be managed by the Board of Directors (the “Board”), which may exercise all such powers of the Guild as are permitted by law, the Articles of Incorporation, or these Bylaws. It is the duty of the Board to further the mission and purposes of the Guild. The Board will exercise general control and supervision over the activities of the Guild and its committees. The Board is authorized to employ legal counsel as may be required from time to time.
 
Section 2.  Numbers of Directors
The initial Board will consist of five (5) directors (the “Directors”), to be selected by the initial Brewery Members. Subsequently, the Board will consist of five (5), seven (7), or nine (9) Directors, whose number will be fixed by the Board, and which may be changed by the Board from time to time at its discretion. Only Brewery Members or their duly appointed representatives are eligible to serve as Directors.
 
Section 3.  Term of Office
The term of office for each Director will be three (3) years.  Terms of office will begin January 1 and end on December 31. No person may be elected to the Board for more than two (2) consecutive terms.
 
Section 4.  Resignation, Removal, and Interim Directors
Any Director may resign by providing the Board with written notice of his/her/their resignation. Additionally, any Director may be removed from office for good cause upon the written affirmative vote of two-thirds of the Board, or upon the written affirmative vote of two-thirds of the Brewery Members of the Guild at an Annual or Special Meeting of the Members. Good cause includes, but is not limited to, failure of the Director to perform and comply with established Board policies, or the commission of any act detrimental to the reputation or the best interests of the Guild. Upon the resignation or removal of any Director, the Board shall appoint a replacement Director to serve in the vacant position until the end of the replaced Director’s term.

Section 5.  Meetings
The Board shall have a minimum of one meeting per month. Board meetings may be held at any location, and may be held virtually (video conference) or by telephone. At least once a year, the Board will hold a strategic planning meeting for the Guild.  Additionally, the President or a majority of the Directors may call a meeting of the Board. Other non-Board members of the Guild may attend any meeting if the Board approves of their attendance and provides them with a written invitation.

Section 6.  Action Without a Meeting
Any action required, or which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in written communication, setting forth the action so taken, shall be signed by majority consent of the Directors.

Section 7.  Notice of Meetings
The time, date and place of each meeting of the Board shall be set by the Directors, and notice of the time and place of such meeting shall be delivered by written communication to each Director at least seven (7) days prior to the date of each meeting. The Secretary is responsible for arranging the time, date and location of the meetings and providing Directors with proper notice.

Section 8.  Quorum and Vote
A quorum for transaction of business at a meeting of the Board shall be a majority of the Board of Directors.  If there is an even number of Directors then serving, at least 50% will constitute a quorum. Except as otherwise provided by law, each voting Director shall be entitled to cast one (1) vote on each question. If a quorum is present when a meeting is convened, but certain Directors withdraw from the meeting prior to adjournment, leaving fewer Directors than required for a quorum, the remaining Directors may continue to do business, making decisions by vote of a majority of the quorum established at the start of the meeting.  The vote of the majority of those Directors present shall decide any questions brought before the meeting, unless the question is one upon which, by law, or by these by-laws, a different vote is required, in which case such express provisions shall govern and control. No voting by proxy shall be permitted at meetings of the Board.

Section 9.  Compensation of Board of Directors
The Board shall serve without compensation except for reimbursement expenses subject to policy set by the Guild.
 
ARTICLE V – OFFICERS
Section 1.  Guild Officers
The officers of the Guild will be members of the Board of Directors and consist of a President, Vice-President, Secretary, and Treasurer (collectively, the “Officers”). Only Brewery Members or the duly appointed representatives of Brewery Members are eligible to hold office.

Section 2.  Election of Officers and Term of Office
The President, Vice-President, Secretary, and Treasurer for the upcoming year will be elected by a majority vote of the Board of Directors at the annual strategic planning meeting. Newly elected Officers and Directors will serve for a term of one (1) year, which begins on the first day of January following the election. No single person may be elected to the same office for more than three (3) consecutive terms.

Section 3.  President
The President shall be Chairman of the Board, and shall conduct and preside at all meetings of the Board. The President shall see that all orders and resolutions of the Board are carried out. The President will enforce observance of the Articles of Incorporation and these Bylaws, decide all questions of order, sign all official documents adopted or approved by the Guild, and perform all other customary duties of the office of President. He/she/they shall at all times represent and act for the Guild in its relationships with other organizations or groups, and shall, with the advice and consent of the Board, pass upon and determine all questions of policy and public relations which may arise between meetings of the Board. The President shall have authority to delegate to other Officers such of his powers as he/she/they may deem necessary and expedient.

Section 4.  Vice President
The Vice-President will assume the duties of the President in the absence or disability of the President. When requested, the Vice-President will provide support to the Secretary and the Treasurer, and will carry out any special duties assigned by the President.

Section 5.  Secretary
The Secretary shall attend all meetings of the membership and the Board and shall keep, or cause to be kept, the bylaws and documents of the Guild, and a true and complete record of all the votes and minutes of such meetings and, whenever necessary, certify such records. He/she/they shall attend to the giving and serving of all notices of the Guild. When required, the Secretary shall receive and maintain all incoming correspondences, and prepare all outgoing correspondences for the approval or signature of the President.

Section 6. Treasurer
The Treasurer shall be responsible for the financial affairs of the Guild, maintaining the financial records of the Guild, and preparation of the Guild’s proposed annual budget. The Treasurer shall audit all expenditures made on the behalf of the Guild and prepare a fiscal report of the Guild for Board meetings and the Annual Meeting.

Section 7.  Executive Director
The Board may select and employ a paid Executive Director who shall be responsible for the general administration of the Guild’s activities. The Executive Director shall be the directing head of the business offices of the Guild.
The Executive Director shall work under the immediate direction of the Board. The Executive Director shall attend meetings of the Board and designated Committees, but shall not be a member of any of these bodies. The presiding Officer of any of these meetings may request the absence of the Executive Director.

Section 8.  Other Officers
Any other Officers appointed by the Board of Directors shall perform such duties and be responsible for such functions as the Board may prescribe.

Section 9.  Resignation, Removal and Interim Officers
Any Officer may resign his/her/their office by giving written notice to the Board. Any Officer may be removed by a majority vote of the Board. In the event an Officer resigns or is removed prior the expiration of his/her/their term, then the Board shall appoint another Director to serve as the interim Officer for the remainder of that Officer’s term.

ARTICLE VI – ELECTIONS
Section 1.  Nomination of Directors
Ninety days prior to the Annual Meeting the Guild shall open nominations for the open Board of Directors positions. The Vice President and Secretary will make up the nominating committee, which shall ensure that members have an opportunity to submit names for consideration prior to making its final nominations. The Board is under no obligation to include a proposed nominee to the slate of candidates.

Nominations shall be submitted to the nominating committee at least thirty (30) days in advance of the Annual Meeting. Any Brewery Member shall have the right to nominate a candidate from the current membership, including themselves. Ballots may be mailed, faxed, emailed, or otherwise submitted in a form approved by the Board, and will be accepted until the Secretary announces the election has closed at the Annual Meeting. Directors will be elected by a majority vote of the Brewery Members of the Guild.

Section 2.  Election of Directors
Ballots may be mailed, faxed, emailed, or otherwise submitted in a form approved by the Board, and will be accepted until the Secretary announces the election has closed at the beginning of the Annual Meeting. The votes shall be tallied at the Annual Meeting, and the individual(s) receiving the highest vote counts shall be elected to the open Director position(s). Only one individual per business entity and / or membership is allowed to serve on the Board of Directors. Newly elected Directors will begin their terms of office on the first day of January following the election.

ARTICLE VII – COMMITTEES
Section 1.  Authority to Appoint Committees
The Board may appoint committees as necessary to assist in furthering the mission and purposes of the Guild. The members of a committee need not be Members of the Guild.
 
Section 2.  Meetings
Meetings of the individual committees may be held at such time and place as determined by a majority of the committee, by the committee chair, or by the Board.  Notice of the meetings shall be given to the committee’s members at least seven (7) days in advance of the meeting. A majority of the committee’s membership shall constitute a quorum.
 
Section 3.  Finance Committee
Should the Board establish a Finance Committee, the Treasurer shall serve as its chair, and it shall include at least two (2) other Directors. If established, the Finance Committee shall be responsible for developing and reviewing fiscal procedures, creating an annual budget, and other fiscal duties as assigned by the Board. If not established or dissolved, these responsibilities are held by the Treasurer. The Board must approve the budget annually. The financial records of the Guild are public information and shall be made available to Brewery Members and Directors upon request.
 
ARTICLE VIII – FINANCIAL MATTERS
Section 1.  Authority to Commit Funds
With the approval of the Board, the President, Vice-President, Secretary, or Treasurer may commit funds of the Guild. Checks may be signed by the President, the Treasurer, and if authorized, the Executive Director.

Section 2.  Fiscal Year
The fiscal year of the Guild shall be established by the Board.
 
Section 3.  Accounts and Deposits
All monies paid to the Guild shall be placed in a general operating account or such other accounts as the Board may designate. All funds of the Guild not otherwise employed shall be deposited from time to time to the credit of the Guild in such bank or banks or other depositories as the Board may elect. All checks, drafts and other orders for payment of funds will be signed by such Officers or such other persons as the Board shall designate in its approved financial policies.
 
Section 4.  Annual Accounting
The accounts of the Guild shall be prepared annually by the Treasurer, or if directed, the Finance Committee. The accounts shall be prepared as soon as practicable after the close of the fiscal year, and shall be made available to the Brewery Members and Directors.
 
Section 5.  Books and Accounts
Books and accounts of the Guild shall be kept under the direction of the Treasurer of the Guild. Every Director shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of the Guild and make extracts or copies of such books and records.
 
Section 6.  Loans
No loans or other financial encumbrances shall be contracted on behalf of the Guild unless authorized by a resolution of the Board.
 
ARTICLE IX – DUES, MEMBERSHIP FEES, BILLINGS
 
Section 1.  Annual Dues
Annual Dues of Members of the Guild shall be paid annually in such amounts and on such terms as determined from time to time by the Board.

Section 2.  Failure to Pay
Members who fail to pay their dues within thirty (30) days of the initial billing shall be notified in writing. If payment is not made within sixty (60) days of the initial billing, that Member shall receive an “Intent of Termination” notice and lose the privilege of voting. If payment is not received within ninety (90) days of initial billing, that Member will be dropped from the rolls and forfeit all rights and privileges of membership. The terminated Member remains responsible for dues assessed up to the effective date of termination. The Board may prescribe procedures for extending the timely payment of dues and continuation of membership privileges upon request of a Member showing good cause.
 
Section 3.  Appropriation of Funds
All the income from dues, assessments, gifts, or gain from the operation of the Guild shall be for the sole use of the Guild, and no division shall be made to any Member, except in reasonable payment of services rendered by any Member to the Guild, at the request of the Board of Directors.
 
ARTICLE X – GOVERNING LAW
Except as otherwise provided by the Articles of Incorporation or the Bylaws of the Guild, the affairs of the Guild will be governed pursuant to the provisions of Missouri Law.

ARTICLE XI – BYLAWS
Section 1.  Amendments
These Bylaws may only be amended by a two-thirds vote of the Brewery Members in good standing at any Annual or Special Membership Meeting. Any proposed amendment of the Bylaws must be included in the notice for the meeting in which the vote shall be conducted.

Section 2.  Interpretation
The Board of Directors’ reasonable interpretation of the Bylaws will be considered the correct interpretation when reached by majority vote.

Section 3.  Implementation
These Bylaws will become effective immediately upon adoption.

ARTICLE XII – INDEMNIFICATION
Subject to conditions and qualifications set forth in Missouri Law, the Guild will indemnify any person made a party to an action by or in the right of the Guild, against the expenses, including attorney’s fees actually and necessarily incurred by him/her/them in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such person is adjudged to have breached his/her/their duty to the Guild.

Subject to the conditions and qualifications set forth in Missouri Law, the Guild may also indemnify any Director or Officer of the Guild made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Guild to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation, domestic or foreign, which he/she/they served in any capacity at the request of the Guild, against judgment, fines, amounts made in settlement and expenses, including attorney’s fees, actually and necessarily incurred as a result of such action of proceeding, if such person acted in good faith for a purpose for which he/she/they believed was in the best interest of the Guild, and also in criminal actions or proceedings if he/she/they had no reasonable cause to believe that his/her/their conduct was unlawful.

The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction, or upon a plea of “nolo contendere” or its equivalent, will not in itself create the presumption that any such person did not act in good faith, for a purpose which he/she/they reasonably believed to be in the best interest of the Guild or that he/she/they had a reasonable cause to believe that his/her/their conduct was unlawful.

The Guild shall have the power to purchase or procure insurance for such purposes.

ARTICLE XIII – CONFLICTS OF INTEREST
The purpose of this “Conflict of Interest” Policy (described in this Article XIII)  is to protect the Guild’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Guild. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 1. Guild Transactions
An interested person, for purposes of this Conflict of Interest Policy, is any Director, Officer, or member of a committee with governing powers delegated by the Board, who has a direct or indirect financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• a. An ownership or investment interest in any entity with which the Guild has a transaction or arrangement;

• b. A compensation arrangement with the Guild or with any entity or individual with which the Guild has a transaction or arrangement; or

• c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Guild is negotiating a transaction or arrangement.

The fact that one of the interests described above has occurred does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances that a conflict exists precludes Board action. As provided in this Article, the Board shall determine whether a conflict exists.
The Board shall not enter into any contract or transaction with one or more of its Directors, a director of a related organization or an organization in or of which a Director of the Guild is a director, officer or legal representative, or in some other way has a material financial interest unless:

• a. The interested person discloses the existence of the financial interest and is given the opportunity to disclose all material facts to the Directors and members of committees considering the proposed transaction or arrangement;

• b. After disclosures are made, the interested person leaves the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists; and

• c. The Board or committee determines by majority vote that no conflict exists, or if a conflict exists, that the transaction is still in the Guild’s best interests and is fair and reasonable.

If a Director or Member fails to disclose actual or possible conflicts of interest, the Board or committee shall take appropriate disciplinary and corrective action.

ARTICLE XIV - DISSOLUTION
A proposal to dissolve the Guild may be brought forth upon the affirmative vote of a minimum of two-thirds (2/3) of the Board then in office taken at a meeting of the Board of Directors called for that purpose, or upon the written consent of all members of the Board of Directors entitled to vote thereon. Said proposal must then be ratified by the affirmative vote of two-thirds (2/3) of the active Brewery Members. All assets of the Guild shall be distributed in compliance with Section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. No Director, Officer, employee, or person connected to the Guild shall be entitled to share in the distribution of any of the Guild’s assets upon its dissolution, except to the extent that the property was loaned to the Guild and is being returned to the person who made the loan.

Bylaws adopted this 14th day of November 2022.
 
CERTIFICATE OF THE SECRETARY
I, Chris Meyers, do hereby certify that I am the duly elected Secretary of the Missouri Craft Brewer’s Guild, a Missouri non-profit corporation and that the foregoing Bylaws, comprising thirteen (13) pages, including this page, constitute the Bylaws of the Guild as of November 14, 2022.

Guidelines for Brewers Participation in Beer Festivals & Events
Given the explosive growth of the number of beer festivals and events held each year, and the increasing demand upon brewers to donate their beer and resources for those festivals and events, it is in the best interest of our membership to establish a Bill of Rights and Guidelines for Brewers Participation in Beer Festivals and Events.

Given that objective, it should be clearly understood that while the Missouri Craft Brewers Guild (MCBG) offers these Bill of Rights and Guidelines to its membership, these are not intended to be declaratory mandates for MCBG member breweries to follow. Every brewery needs to evaluate its own marketing practices and charitable donation policies while at the same time clearly understanding their own rights and the importance of protecting their brand in the face of the distinct differences in events that our members may choose to participate in.

TYPES OF EVENTS:
It appears that there are generally three common types of events; (a) For-profit events, (b) 100% Not-for-Profit events, and (c) Events that purport to allocate a portion of the funds raised through ticket sales for a charitable cause (blended event).

The objective of the For-Profit event is clear and should be clearly understood by the MCBG member. The objective of the individual(s) or entity running such an event is to make as much money as possible from ticket sales and related commerce stemming from that event. Certainly, the right to engage in such a business is a well-protected American right.

The objective of the 100% Not-For-Profit event is to raise money for a qualified 26 U.S.C 501 entity or organization and its mission cause.
The objective of the event that purports to donate a portion of the proceeds of ticket sales and related commerce to a charitable cause is not as clear. While some are well intentioned, the possibility of misleading the public, lack of transparency and/or intentional misconduct is possible, and each event must be carefully examined to fully understand how the proceeds of such events are handled.

1. Breweries Should Never Pay a Fee to Attend a Festival or Event. Breweries and their necessary participating attendees have a right to attend a festival for free. Brewery participants should never be required to pay an entry fee or “table fee” to be a part of an event. Breweries and their necessary attendees provide enough of their time and energy to a festival and any upfront fee for attendance is unwarranted.
   

2. Breweries Should Never Provide Free Beer to For-Profit Events. Breweries have a right to be fairly compensated for their beer. Beer festivals and events have become big business with high profit margins if run correctly. Festival and event promoters that ask a brewer or brewery to donate beer in exchange for the promoter, “exposing a brand to the public” or “getting a brewery name out there” are simply efforts designed to take advantage of the work, and energy a brewery has invested in creating its beer and brand. As a growing collective and artisanal organization, the MCBG urges each brewer and brewery to recognize that there is no longer a need for a member to give beer away when asked to do so for a for-profit beer festival event. No matter the size or stage of a brewery, the festival organizers can afford to pay for the hard work and effort invested in the beer and the brand, and the MCBG strongly supports that fundamental right.
   

3. Breweries Are Entitled to Proof of Licensing & Insurance of Events. Every brewery has a right to receive proof that the festival or event in which they have agreed to participate in has been properly licensed by the promoter, covers the participating brewery, and is properly insured for what the festival or event is doing.
   

4. Breweries Have a Right to Proof of Valid Not-For Profit Status and Proportion of Proceeds Donated. Breweries have the right to be charitable. However, breweries also have the right to written proof that a festival organizer, or promoter which claims to be a charitable organization, is a valid 501(c) not-for-profit entity. Moreover, breweries have the right to clearly know what proportion of proceeds from the event are being given to a not-for-profit organization, and to receive proof that these funds were allocated in a timely manner.

GUIDELINES:
There is a common misconception that craft breweries are part of a young and struggling industry and need to participate in the multitude of festivals and events for exposure. This logic is carried to the extreme in some cases with attitudes and expectations of promoters and organizers who believe that breweries should willingly give their beer away for free.

The reality is that our industry has matured and the MCBG encourages you to carefully consider whether to participate in any such festival or events either 1) because of your own philanthropic philosophy to support events and organizations that you believe in, or 2) you value the marketing opportunity that the event in which you participate affords.

Breweries that continue to give beer away without a sound evaluation of the opportunity are not only cheapening their own craft brand, but also the entire Missouri craft beer category by implicitly legitimizing the misconception that we are desperate for exposure.

Therefore, in addition a Bill of Rights, MCBG has developed a set of suggested Guidelines for all craft brewers in the state to use as a blueprint to not only collectively protect each individual brewing brand, but also to ensure each brewery is receiving what it should in terms of proper compensation or in-kind services for these numerous and varied events. They are:

1. Breweries Should Participate in MCBG Events. Since this is your association, the MCBG encourages you to participate in any event sponsored by, sanctioned by, or benefitting the Missouri Craft Brewers Guild. If the MCBG name is attached to the event, it means that a qualified portion of the proceeds, or in-kind sponsorship trade, will be donated to the MCBG. It should be clearly known that any money the MCBG raises ultimately benefits every craft brewer in Missouri. These funds help by providing greater marketing dollars to promote Missouri craft beer and pay for our industry advocates who continue to push for change to make the laws and regulations even more beneficial to every craft brewer in the state. The associated costs of these expenses are wholly dependent on our ability to remain unified in our collective objectives.
   

2. Brewery Representative at Each Event. To further the mission of the MCBG, if you choose to participate in a beer festival, make certain to require a representative from your brewery to pour your beer on site whenever possible or at a minimum, be present to greet attendees and answer questions. The quality, integrity and authenticity of your individual brand requires no less. While many festivals will tell you that they provide volunteers to pour your beer, the simple truth is that most volunteers cannot speak to the beer or brewery in the same way as true brewery representative can. By having a brewery representative at or near your table throughout the festival, you are in the best position to engage, educate, inform, and sell your beer, your brewery, and your brand much more effectively.
   
   With that said, the MCBG recognizes that smaller breweries may face staffing challenges. So, consider other forms of representation, such as a distributor brand manager, friends of the brewery (if properly educated on your brand), or other close relationships that will best represent you and your brewery. Remember, quality, integrity and authenticity of your brand is a sacred asset – do not treat it as a disposable commodity.
   

3. Brewery Treatment of Charitable Donations. The MCBG believes in and strongly supports being charitable and participating in charitable events. However, you should determine a policy that works for your brewery when dealing with charitable festivals or events. Every brewery is different in its ability to handle donations (either with product, staff, merchandise, or distributor relations), but you should try to develop a policy that works and then stick with it.
   
   A request for a donation in connection with a charitable cause is reasonable. Many of those causes are worthy, and as members of the community in which they operate, your policy as a brewery may decide to honor such a request for the donation of beer with no strings attached. However, the MCBG encourages you to carefully examine whether the charitable nature of the event is truly charitable and ask for the written verification of their 501(c) status. It is also within your right to request for some compensation of your product and time even in the case of charitable donations and fundraising events. Considering offering your product at wholesale cost, other discount or request a stipend for your travel and time. If a nonprofit organization knows about these requirements in advance, they will be able to budget this into their event expenses.
   
   Furthermore, ask that the request for the donation be in writing and have the request include the name of the charity and what is their mission. The organizer of the charity event should be clear in providing the details of the event.
   
   In addition, you should set a schedule for examining requests and getting back to the requesting organization in writing – even if it is a “no.” While you may be bombarded with requests, the discipline in following your policy consistently will not only help you manage the flow of requests, but also allow the charities that seek your donation, to understand the volume of requests you may receive may be far greater than the level of donations that you are able to make.
   
   Finally, keep detailed records of your donations. This will not only allow you to 1) see and understand the amount you may have donated to a particular organization in the past, but also 2) safely claim the accurate value of your donation of beer on your business entity taxes.
   

4. Remember to Always Take the High Road. The key to any successful organization is the ability to remain positive with an eye on what needs to be accomplished today and tomorrow. The ability to learn from mistakes or bad experiences and move forward is critical to success.
   
   We must remain unified in what Missouri breweries have to offer and look to accentuate the positive in what Missouri local really means. By maintaining the high road, we will not only garner the respect of our fellow industry members, but also demonstrate by leadership that we all must work to preserve the fundamental quality of brotherhood and collegiality that makes our industry so attractive.
   

CONCLUSION: 
These rights are designed, written, and endorsed by the Missouri Craft Brewers Guild with the best interests of the Missouri craft beer industry in mind and with the objective to ensure that everyone receives fair recognition, compensation, and respect for all the dedication, effort and hard work associated with this craft.