By-Laws of the
MBEC
ARTICLE I
OFFICES
Section 1.
Principal Office. The principal office of the Corporation
shall be located at 103 East Main Street, Midway, Kentucky
40347, or at such other location in or out of the
Commonwealth of Kentucky as the Board of Directors may
determine from time to time. The Corporation may have such
other offices, either within or without the Commonwealth of
Kentucky, as the Board of Directors may determine or as the
affairs of the Corporation may require from time to time.
Section 2.
Registered Office. The Corporation shall have and
continuously maintain in the Commonwealth of Kentucky a
registered office and a registered agent whose office is
identical with such registered office, as required by the
Kentucky Nonprofit Corporation Act. The registered office
may be, but need not be, identical with the principal
office, and the address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE II
MEMBERS
Section 1.
Classes of Members. The Corporation shall have one class of
members, designated as general members.
Section 2.
Members. Any person who holds a distributor’s license issued
by the Kentucky Alcoholic Beverage Control Board authorizing
that person to distribute malt beverages in Kentucky may
become a member by submitting an application to the
Secretary.
Section 3.
Voting Rights. Each member shall be entitled to one vote on
each matter submitted to a vote of the members.
Section 4.
Termination of Membership. The Board of Directors may, by a
majority vote of those present at any regularly constituted
meeting, terminate the membership of any member who becomes
ineligible for membership, or suspend or expel any member
who shall be in default in the payment of dues for the
period fixed in ARTICLE XI of these Bylaws.
Section 5.
Resignation. Any member may resign by filing a written
resignation with the Secretary, but such resignation shall
not relieve the member so resigning of the obligation to pay
any dues, assessments or other charges theretofore accrued
and unpaid.
Section 6.
Reinstatement. Upon restoring its eligibility for membership
or curing its default in the payment of dues, whichever is
applicable, and filing a written request with the Secretary,
a former member shall be reinstated to membership.
Section 7.
Transfer of Membership. Membership in this Corporation is
not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section 1.
Annual Meeting. An annual meeting of the members shall be
held on the ____________________ in the month of
_______________ in each year, beginning with the year 1999,
at ______ _.m., for the purpose of electing Directors and
for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the Commonwealth of Kentucky,
such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the
day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the members as
soon thereafter as conveniently may be.
Section 2.
Special Meetings. Special meetings of the members may be
called by the President, the Board of Directors, or not less
than one-twentieth of the members having voting rights.
Section 3.
Place of Meeting. The Board of Directors may designate any
place, either within or without the Commonwealth of
Kentucky, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors. If
no designation is made or if a special meeting be otherwise
called, the place of meeting shall be the principal office
of the Corporation; but if all of the members shall meet at
any time and place, either within or without the
Commonwealth of Kentucky, and consent to the holding of a
meeting, such meeting shall be valid without call or notice,
and at such meeting any corporate action may be taken.
Section 4.
Notice of Meetings. Written notice stating the place, day
and hour of any meeting of members shall be delivered,
either personally or by mail, to each member entitled to
vote at such meeting, not less than 10 nor more than 35 days
before the date of such meeting, by or at the direction of
the President, or the Secretary, or the officers or persons
calling the meeting. In case of a special meeting or when
required by statute or by these Bylaws, the purpose or
purposes for which the meeting is called shall be stated in
the notice. If mailed, the notice of a meeting shall be
deemed to be delivered when deposited in the United States
mail addressed to the member at his address as it appears on
the records of the Corporation, with postage thereon
prepaid. Any member may waive notice of any meeting by a
waiver in writing signed by such member.
Section 5.
Informal Action by Members. Any action required by law to be
taken at a meeting of the members, or any action which may
be taken at a meeting of members, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the members entitled to
vote with respect to the subject matter thereof.
Section 6.
Quorum. The members holding one-tenth of the votes which may
be cast at any meeting shall constitute a quorum at such
meeting. If a quorum is not present at any meeting of
members, a majority of the members present may adjourn the
meeting from time to time without further notice.
Section 7.
Proxies. At any meeting of members, a member entitled to
vote may vote by proxy executed in writing by the member or
by his duly authorized attorney-in-fact. No proxy shall be
valid after 11 months from the date of its execution, unless
otherwise provided in the proxy.
Section 8.
Voting by Mail. Where Directors or officers are to be
elected by members or any class or classes of members, such
election may be conducted by mail in such manner as the
Board of Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
Section 1.
General Powers. The affairs of the Corporation shall be
managed by its Board of Directors.
Section 2.
Classes of Directors. There shall be two classes of
Directors, to be known as Commonwealth Directors and Member
Directors, respectively.
a. The number of
Commonwealth Directors shall be six, with the Governor, the
Attorney General, the President of the Senate, the Speaker
of the House, the Secretary of the Cabinet for Health
Services and the Commissioner of the Department of Alcoholic
Beverage Control of the Commonwealth of Kentucky each
appointing one Commonwealth Director.
b. The number of Member
Directors shall equal the number of members, with each
member appointing one Member Director.
c. Each person appointing a
Director shall file a written notice of appointment with the
Secretary.
d. A Director shall serve at
the pleasure of the person who appointed him or her, and
such person may remove its appointee as a Director at any
time by written notice to its appointee and to the
Secretary. Such person shall also fill any vacancy resulting
from the removal, resignation or death of its appointee.
Section 3.
Regular Meetings. A regular annual meeting of the Board of
Directors shall be held without other notice than this
bylaw, immediately after, and at the same place as, the
annual meeting of members. The Board of Directors may
provide by resolution the time and place, either within or
without the Commonwealth of Kentucky, for the holding of
additional regular meetings of the Board without other
notice than such resolution.
Section 4.
Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any
two Directors. The person or persons authorized to call
special meetings of the Board may fix any place, either
within or without the Commonwealth of Kentucky, as the place
for holding any special meeting of the Board called by them.
Section 5.
Notice. Notice of any special meeting of the Board of
Directors shall be given at least two days previously
thereto if given personally or by telephone or telegram or
at least four days previously thereto if given by mail. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope
addressed to each Director at his address as shown by the
records of the Corporation, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph
company. Any Director may waive notice of any meeting. The
attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except when a Director
attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or
waiver of notice of such meeting, unless specifically
required by law or by these Bylaws.
Section 6.
Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any
meeting of the Board; but if less than a majority of the
Directors are present at any meeting, a majority of the
Directors present may adjourn the meeting from time to time
without further notice.
Section 7.
Manner of Acting. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be
the act of the Board of Directors, unless the act of a
greater number is required by law or by these Bylaws.
Section 8.
Compensation. Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board
of Directors expenses incurred on behalf of the Corporation,
including expenses of attending any meeting of the Board,
may be reimbursed.
Section 9.
Informal Action by Directors. Any action required by law to
be taken at a meeting of Directors, or any action which may
be taken at a meeting of Directors, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors.
ARTICLE V
OFFICERS
Section 1.
Officers. The officers of the Corporation shall be a
President, one or more Vice-Presidents (the number thereof
to be determined by the Board of Directors), a Secretary,
and a Treasurer. The Board of Directors may elect such other
officers, including one or more Assistant Secretaries and
one or more Assistant Treasurers, as it shall deem
desirable, such officers to have the authority and perform
the duties prescribed, from time to time, by the Board of
Directors. Any two of the offices of Vice-President,
Secretary and Treasurer may be held by the same person.
Section 2.
Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the
regular annual meeting of the Board of Directors. If the
election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently
may be. New offices may be created and filled at any meeting
of the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected and shall
have qualified.
Section 3.
Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the
officer so removed.
Section 4.
Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion
of the term.
Section 5.
President. The President shall be the principal executive
officer of the Corporation and shall in general supervise
and control all of the business and affairs of the
Corporation. He shall preside at all meetings of the members
and of the Board of Directors. He may sign, with the
Secretary or any other proper officer of the Corporation
authorized by the Board of Directors, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws or by
statute to some other officer or agent of the Corporation;
and in general he shall perform all duties incident to the
office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6.
Vice-President. In the absence of the President or in event
of his inability or refusal to act, the Vice-President (or
in the event there be more than one Vice-President, the
Vice-Presidents in the order of their election) shall
perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President shall
perform such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
Section 7.
Secretary. The Secretary shall keep the minutes of the
meetings of the members and of the Board of Directors in one
or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of
these Bylaws or as required by law; be custodian of the
corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance
with the provisions of these Bylaws; keep a register of the
post office address of each member which shall be furnished
to the Secretary by such member; and in general perform all
duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 8.
Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such surety or sureties as
the Board of Directors shall determine. He shall have charge
and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for
moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the
Corporation in such banks or other depositaries as shall be
selected in accordance with the provisions of ARTICLE VII of
these Bylaws; and in general perform all the duties incident
to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by
the Board of Directors.
Section 9.
Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general,
shall perform such duties as shall be assigned to them by
the Secretary or the Treasurer or by the President or the
Board of Directors. If required by the Board of Directors,
the Assistant Treasurers shall give bonds for the faithful
discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine.
ARTICLE VI
COMMITTEES
Section 1.
Committees of Directors. The Board of Directors, by
resolution adopted by a majority of the Directors in office,
may designate and appoint one or more committees, each of
which shall consist of two or more Directors, which
committees, to the extent provided in said resolution, shall
have and exercise the authority of the Board of Directors in
the management of the Corporation; provided, however, that
no such committee shall have the authority of the Board of
Directors in reference to amending, altering or repealing
the Bylaws; electing, appointing or removing any member of
any such committee or any Director or officer of the
Corporation; amending the aRTICLEs of incorporation;
restating the aRTICLEs of incorporation; adopting a plan of
merger or adopting a plan of consolidation with another
corporation; authorizing the sale, lease, exchange or
mortgage of all or substantially all of the property and
assets of the Corporation; authorizing the voluntary
dissolution of the Corporation or revoking proceedings
therefor; adopting a plan for the distribution of the assets
of the Corporation; or amending, altering or repealing any
resolution of the Board of Directors which by its terms
provides that it shall not be amended, altered or repealed
by such committee. The designation and appointment of any
such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed upon it
or him by law.
Section 2.
Other Committees. Other committees not having and exercising
the authority of the Board of Directors in the management of
the Corporation may be designated by a resolution adopted by
a majority of the Directors present at a meeting at which a
quorum is present. Except as otherwise provided in such
resolution, members of each such committee shall be members
of the Corporation, and the President of the Corporation
shall appoint the members thereof. Any member thereof may be
removed by the person or persons authorized to appoint such
member whenever in their judgment the best interests of the
Corporation shall be served by such removal.
Section 3.
Term of Office. Each member of a committee shall continue as
such until the next annual meeting of the members of the
Corporation and until his successor is appointed, unless the
committee shall be sooner terminated, or unless such member
be removed from such committee, or unless such member shall
cease to qualify as a member thereof.
Section 4.
Chairman. One member of each committee shall be appointed
Chairman by the person or persons authorized to appoint the
members thereof.
Section 5.
Vacancies. Vacancies in the membership of any committee may
be filled by appointments made in the same manner as
provided in the case of the original appointments.
Section 6.
Quorum. Unless otherwise provided in the resolution of the
Board of Directors designating a committee, a majority of
the whole committee shall constitute a quorum and the act of
a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Section 7.
Rules. Each committee may adopt rules for its own government
not inconsistent with these Bylaws or with rules adopted by
the Board of Directors.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS and
FUNDS
Section 1.
Contracts. The Board of Directors may authorize any officer
or officers, agent or agents of the Corporation, in addition
to the officers so authorized by these Bylaws, to enter into
any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 2.
Checks, Drafts, etc. All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by
such officer or officers, agent or agents of the Corporation
and in such manner as shall from time to time be determined
by resolution of the Board of Directors. In the absence of
such determination by the Board of Directors, such
instruments shall be signed by the Treasurer or an Assistant
Treasurer and countersigned by the President or a
Vice-President of the Corporation.
Section 3.
Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such
banks or other depositaries as the Board of Directors may
select.
Section 4.
Gifts. The Board of Directors may accept on behalf of the
Corporation any contribution, gift, bequest or devise for
the general purposes or for any special purpose of the
Corporation.
ARTICLE VIII
CERTIFICATES of MEMBERSHIP
Section 1.
Certificates of Membership. The Board of Directors may
provide for the issuance of certificates evidencing
membership in the Corporation, which shall be in such form
as may be determined by the Board. Such certificates shall
be signed by the President or a Vice-President and by the
Secretary or an Assistant Secretary and shall be sealed with
the seal of the Corporation. All certificates evidencing
membership of any class shall be consecutively numbered. The
name and address of each member and the date of issuance of
the certificate shall be entered on the records of the
Corporation. If any certificate shall become lost, mutilated
or destroyed, a new certificate may be issued therefore upon
such terms and conditions as the Board of Directors may
determine.
Section 2.
Issuance of Certificates. When a member has been elected to
membership and has paid any initiation fee and dues that may
then be required, a certificate of membership shall be
issued in his name and delivered to him by the Secretary, if
the Board of Directors shall have provided for the issuance
of certificates of membership under the provisions of
section 1 of this aRTICLE.
ARTICLE IX
BOOKS and RECORDS
The Corporation shall keep
correct and complete books and records of account and shall
also keep minutes of the proceedings of its members, Board
of Directors and committees having any of the authority of
the Board of Directors, and shall keep at the registered or
principal office a record giving the names and addresses of
the members entitled to vote. All books and records of the
Corporation may be inspected by any member, or his agent or
attorney, for any proper purpose at any reasonable time.
ARTICLE X
FISCAL YEAR
The fiscal year of the
Corporation shall begin on the first day of July and end on
the last day of June.
ARTICLE XI
DUES
Section 1.
Annual Dues. Each member shall pay annual dues to the
Corporation in an amount equal to three cents ($0.03) on
each barrel of thirty one (31) gallons (and a proportional
rate per gallon on containers of more or less than 31
gallons) of malt beverages that such member sold or
distributed in Kentucky during the preceding calendar year.
Section 2.
Payment of Dues. Dues shall be payable in advance on the
first day of _______________ in each fiscal year. Dues of a
new member shall be prorated from the first day of the month
in which such new member is admitted to membership, for the
remainder of the fiscal year of the Corporation.
Section 3.
Default and Termination of Membership. When any member shall
be in default in the payment of dues for a period of _____
months from the beginning of the fiscal year or period for
which such dues became payable, his membership may thereupon
be terminated by the Board of Directors in the manner
provided in ARTICLE II of these Bylaws.
ARTICLE XII
SEAL
The Board of Directors may
provide a corporate seal, which shall be in the form of a
circle and shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal. Kentucky."
ARTICLE XIII
AMENDMENTS to BYLAWS
These Bylaws may be altered,
amended or repealed and new Bylaws may be adopted by a
majority of the Directors present at any regular meeting or
at any special meeting, if at least four days' written
notice is given of intention to alter, amend or repeal or to
adopt new Bylaws at such meeting.
