FOAM Constitution

Article I – ORGANIZATION

Section 1. This organization shall be known as Fellowship of Oklahoma Ale Makers, Inc. (hereinafter called FOAM).

Section 2. FOAM is registered as a Non-Profit Corporation with the State of Oklahoma.

Section 3. The name “Fellowship of Oklahoma Ale Makers,” club logo, and other devices shall not be used in conjunction with any other organization without the permission of the Executive Board.

 

Article II – PURPOSE

The purpose of FOAM is to promote beer literacy through education, preparation, and responsible enjoyment of quality beer.

 

Article III – MEMBERSHIP

Section 1. There shall be a Membership classification which consists of one person.

Section 2. Voting: All members shall be eligible to vote in all General and Special meetings on all questions.

Section 3. At the time of becoming a member and with the payment of dues, a release of responsibility must be signed, releasing FOAM from all legal responsibility should the member imbibe excessively prior to, in conjunction with, or following any FOAM related function.

Section 4. Membership is purchased on the alemakers.org website and as a subscription with a recurring annual membership charge. Members will be notified via email prior to renewal to give them the option of cancelling before the renewal occurs.

 

Article IV – MEETINGS AND EVENTS

Section 1. The installation of Officers shall be held at the December meeting of each year.

Section 2. General, Special and Executive Board meetings are provided for in the by-laws.

Section 3. All official meetings and approved events shall be open and readily accessible to all members.

 

Article V – OFFICERS

The Officers shall be President, VP of Communications, VP of Membership, VP of Events, VP of Competition, Treasurer, and Webmaster. The immediate past President shall serve as an ex-officio officer and shall vote to break a tie vote at Special and Executive Board meetings.

 

Article VI – ELECTIONS

The election of Officers shall be held as authorized in the by-laws.

 

Article VII- EXECUTIVE BOARD

The Executive Board shall include the Officers, immediate past President, and the Chairs of each Standing Committee as provided for in the by-laws.

 

Article VIII- FINANCE

FOAM shall not afford pecuniary gain incidentally or otherwise to any of its members.

 

Article IX – EXPULSION

Section 1. Any Officer of FOAM may be removed from office by a two-thirds vote of the membership present at a General meeting.

Section 2. Officers shall have the power to relieve any volunteer individual or Committee Chair of his or her duties by a majority vote.

Section 3. The Executive Board, by a three-fourths majority of its full membership, shall have the power to expel any member for conduct detrimental to the interest of FOAM.

 

Article X – AFFILIATION

Any non-profit club or organization that subscribes to the purpose of FOAM may be affiliated with FOAM, subject to approval by the majority at a General meeting.

 

Article XI – AMENDMENTS

This Constitution may be amended at any General meeting of FOAM by two-thirds vote of the members present and voting, provided that the proposed amendment(s) are published at least four weeks prior to the time of voting.

 

BY-LAWS

Article I – NAMES AND DEVICES

Section 1. FOAM will have a club logo, letterhead, newsletter masthead, jersey design, banner, etc. as approved by a ballot of the membership. No such device may be used without that approval.

Section 2. The name “Fellowship of Oklahoma Ale Makers,” club logo, or any other such device shall not be used without the approval of the Executive Board.

 

Article II – FISCAL YEAR

The fiscal year shall be the calendar year.

 

Article III – DUES

Annual dues shall be $30.00 per membership.

 

Article IV – MEETINGS

Section 1. General meetings of FOAM shall be held approximately once per month. Members present shall constitute a quorum for the transaction of business. Voting by proxy shall not be allowed, with the exception of in abstentia voting for Officers.

Section 2. Special meetings shall be called by the President or by majority vote of the Officers. The object of the meeting shall be stated in the call. Quorum and voting shall be in accordance with the provisions for General meetings.

Section 3. Executive Board meetings shall be held as may be decided by the Executive Board. Fifty-one percent of the Executive Board members shall constitute a quorum for the transaction of business. The meetings shall be open to the membership, but only the Executive Board shall vote.

 

Article VI – ELECTION OF OFFICERS

Section 1. Nominations: The President shall solicit nominations for Officer elections at the September, and October General meetings every year. No later than the date of the September General meeting, the President shall also cause a notice to be posted on the website to solicit and accept nominations until the date of the October General meeting.

Section 2. Election: If only one declaration of candidacy is made for any office, the President shall certify that candidate as the Officer for the following year. If two or more declarations of candidacy are made for any office, the President shall hold an election for that office at the November General meeting. In absentia votes will be collected via a method that ensures anonymity and via a method agreed upon by the officers, to be closed no fewer than three days prior to the November meeting.

Section 3. Terms: Officers shall hold office 12 months or until their successors are duly elected and installed. The term of office shall be the calendar year. Vacancies may be filled by appointment by the President with the concurrence of a simple majority of the Executive
Board.

Section 4. Ties: In the event of a tie in the election of an officer, the winner will be decided via a coin toss. The President will conduct the toss. If there is an incumbent in the running, the incumbent will call heads or tails. If there is not an incumbent the President will determine who calls heads or tails. In the event of a tie for the office President, another officer that is present will conduct the coin toss and will be agreed upon by the executive board.

 

Article V – DUTIES OF OFFICERS

Section 1. The President shall coordinate and supervise the total FOAM program and preside at General, Special, and Executive Board meetings. President is responsible for club outreach and interaction with breweries, festivals, and other clubs. The President is obligated to enforce the Constitution, its by-laws, and Rules of Procedure, approve the expenditures of the Treasurer, and perform other duties as needed to accomplish the goals of FOAM. The President is an ex-officio voting member of all committees except the Nominations and Election Committees. When a revision is made to the constitution the President shall ensure the revised version is digitally signed by all current officers and placed on the FOAM Google Drive. The President will also ensure the current version is on the alemakers.org website.

Section 2. The VP of Communication is responsible for Meeting Minutes, Officer Minutes, Archives. This role would also encompass managing and using social media tools the club has access to, such as alemakers.org, Twitter, Facebook, Telegram, photographing and live
posting club events.

Section 3. The Treasurer shall maintain all financial FOAM records, conduct appropriate correspondence, receive all funds, and make disbursements with the guidance and approval of the President or Executive Board, prepare and keep records of all transactions in accordance with Generally Accepted Accounting Principles (GAAP), deliver a monthly financial report to the Editor for publication, and make budget recommendations to the Executive Board as provided for in Article VIII. The Treasurer shall retain one original signed copy of the Constitution.

Section 4. VP of Membership is responsible for resolving membership issues, connecting with new members, new membership campaigns, and continued interaction with club members via social media.

Section 5. The Webmaster shall be responsible for maintaining the club website as approved by the Executive Board. FOAM will fund and provide a registered domain for the Webmaster to use for posting electronic information to further club goals set forth by the President, Executive Board, and general membership.

Section 6. The VP of Competitions shall be responsible for promoting and facilitating the participation of FOAM members in local, regional, and national homebrewing competitions. Duties shall include: working with competitors to improve results for FOAM; helping competitors to use FOAM assets to prepare competition entries; devising and managing fun, challenging, and educational brewing events to promote greater competition participation; providing FOAM members with advance information about forthcoming competitions; assuring that entries are collected and shipped to selected competitions; and promoting FOAM Cup, Big Brew, Mead Day, and other AHA and FOAM brewing activities.

Section 7. VP of Events is responsible for managing the logistics of event coordination. These include internal club events, and the various festivals that the club participates heavily. The VP of Events will also work closely with committee chairs as needed when Events/Festivals have standing committees.

 

Article VII – COMMITTEES

Section 1. Executive Board: The Executive Board shall include the Officers, immediate past President, and the Chairs of each Standing Committee. The Executive Board is charged with managing and controlling the affairs of FOAM.

Section 2. Standing Committees: Before the March General meeting, the Officers and immediate past President shall designate the Standing Committees and the Chairs of each Standing Committee. Any person appointed to chair multiple committees shall have only one Vote on the Executive Board.

Section 3. Other Committees: The President, as deemed necessary, may designate additional committees and chairs. They shall exist and the chairs shall serve at the pleasure of the President, with the advice and consent of the Executive Board.

Section 4. Committee Membership: It shall be the responsibility of each Committee Chair to select and recruit FOAM members to assist in the work of the committee. Only FOAM members may serve, but the committee may use non-FOAM resources whenever appropriate.

Section 5. Committee Responsibilities: The President, with the advice and consent of the other Officers, shall provide each Committee Chair, at the time of his or her appointment, a description of the function, responsibility and authority of the committee.

 

Article VIII – FINANCES

Section 1. All FOAM activities and programs should be self-sustaining whenever possible. Activities and programs that are not self-sustaining must be specifically approved in advance by the Executive Board.

Section 2. Any activity involving a charge for participation must be approved in advance by the Executive Board. A tentative revenue and expense summary shall be presented as part of the approval process.

Section 3. The Treasurer shall provide a standard form for reporting revenue and expenses. Excess funds shall be deposited in the account designated by the Executive Board. Shortages and out of pocket expenses may be covered by FOAM funds, but only if approved in advance or unless caused by unforeseeable circumstances.

Section 4. The Treasurer shall prepare a proposed Annual Budget and submit it to the Executive Board for review. The Executive Board shall approve or modify the recommendation and present it for ratification at a General meeting of FOAM. The approved budget shall be published on the FOAM website.

Section 5. A minimum of two Officers should have the authority to sign checks, but the President may not be one of them. All expenses of $150.00 or less, if not approved in the Annual Budget, require approval by the Executive Board. All expenses more than $150.00, if not approved in the Annual Budget, require approval of two-thirds of the members present at a General meeting. All expenses more than $750, if not approved in the Annual Budget, whether proposed by a Member or an Officer, require a minimum 2-week notification via email to the Members prior to the next General meeting. The item will be a part of the agenda for that meeting. At that meeting, the proposal will require approval of two-thirds of the members present based on a count of hands or a paper ballot.

 

Article IX – AFFILIATION

FOAM may affiliate with such organizations as may be deemed necessary for the interest and welfare of its members or accomplishment of its goals. Affiliate membership dues for fees may be paid with FOAM funds. Such affiliations must be approved by the general membership initially and at each subsequent renewal.

 

Article X – NEWSLETTER & WEBSITE

Section 1. Pertinent news will be sent to members via email when warranted. This includes but isn’t limited to constitutional amendment notifications and requests for volunteers.

Section 2. The website shall include summaries of club meetings, the proceedings of the Executive Board, club contact information, meeting agenda, and a calendar of upcoming events. The VP of Communications shall be responsible for those purposes.

Section 3. FOAM shall fund and provide a registered domain on the World Wide Web for posting electronic information to further club goals set forth by the President, Executive Board, and with the approval of the general membership. The Webmaster shall be in charge of maintaining this website for those purposes.

Section 4. The content and design of the club newsletter and website shall be subject to the approval of the Executive Board.

Section 5. The latest version of the Constitution shall be published on the website with a link to the digitally signed PDF that is store on the FOAM Google Drive.

 

Article XI – AMENDMENTS

This Constitution may be amended at any General meeting of FOAM by two-thirds vote of the members present and voting, provided that the proposed amendment(s) are published at least four weeks prior to the time of voting.

 

AMENDMENT I: The Constitution was amended by dropping “The” from Fellowship of Oklahoma Ale Makers. [Article I, Section 1]

AMENDMENT II: The Constitution was amended by changing the mission statement for the club by adding the words “beer literacy through”, and “responsible”, plus dropping the word “the”. [Article II]

AMENDMENT III: The Constitution was amended by adding the words “official”, and “approved” [Article IV]. By deleting Secretary/ from Treasurer and adding the Officer positions of Editor and Webmaster, the Constitution was effectively changed to reflect the clubs modern hierarchy. [Article V]

AMENDMENT IV: The by-laws were amended to include the words “Single” and “to new members”. [Article III]

AMENDMENT V: The by-laws were amended by deleting words “Secretary/” from Treasurer, and the words “record the proceeding of General, Special, and Executive Board meetings and provide an appropriate summary to the newsletter editor for publication”. The duties of the Secretary position were added to the job description of Editor. The word “practices” was replaced by the correct term of “principles”. This refers to Generally Accepted Accounting Principles (GAAP) in Section 3. Sections 4 & 5 were added and the duties of each were
defined. These roles and their duties were overlooked or left undefined in the previous edition of the constitution. [Article V, Sections 3-5]

AMENDMENT VI: The by-laws were amended by adding the words, “unless pre-approved by the Executive Board” to Section 1. Section 2 adds the words, “club contact information, meeting agenda”. Sections 3 & 4 were added to define the role of the webmaster and outlining the provisions for funding and maintaining a club website. [Article X, Sections 1-4]

AMENDMENT VII: The bylaws were amended to add the following Officer’s duties: “The President should retain one original signed copy of the Constitution” [Article V, Section 1], and “The Treasurer should retain one original signed copy of the Constitution.” [Article V, Section 3]

AMENDMENT VIII: The bylaws were amended to delete the previous text on nominations, and to replace that text with the following words, “The President shall solicit nominations for Officer Elections at the September, October, and November General meetings every year. No later than the date of the September General meeting, the President shall also cause a notice to be posted on the web site to solicit and accept nominations electronically and by mail until the date of the November General meeting.” [Article VI, Section 1]

AMENDMENT IX: The bylaws were amended to simplify the Officer election process. Specifically, the text of Section 2 was replaced with the words, “Section 2. Election: If only one declaration of candidacy is made for any office, the President shall certify that candidate as the Officer for the following year. If two or more Declarations of Candidacy are made for any office, the President shall hold an election for that office at the November General meeting.” [Article VI, Section 2]

AMENDMENT X: The bylaws were amended to make better use of the Annual Budget, revise the expenditure approval process, and revise the check-writing authority. Specifically, the previous text was deleted, and replaced with the words, “A minimum of two Officers should have the authority to sign checks but the President may not be one of them. All expenses of $150.00 or less, if not approved in the Annual Budget, require approval by the Executive Board. All expenses more than $150.00, if not approved in the Annual Budget, require
approval of two-thirds of the members present at a General meeting.” [Article IX, Section 5]

AMENDMENT XI: The Constitution was amended to include the office of Competition Director [Article V]. The bylaws were amended to include the duties of the Competition Director [Article V, Section 6].

AMENDMENT XII: The bylaws were amended to increase annual dues, to eliminate the pro-rata dues system, to define a new member, and to provide some relief for those new members who join FOAM late in the calendar year. [Article III].

AMENDMENT XIII: Sections 1 and 2 of Article III were amended to define that the Dual Family Membership is for two members only, and to specify that each member is allowed one vote during every vote of the FOAM general membership. [Article III]. Section 4 of Article VIII was amended to remove the reference to a February Executive Board meeting and to remove the reference to ratifying the budget at the March General meeting. This was done to allow the President the flexibility to hold an annual Executive Board planning and budgeting meeting as early in the year as is practical and necessary, and to present the budget for general member ratification as early in the year as is practical and necessary. [Article VIII]. Article III of the by-laws was amended so that terms used to describe membership classifications are consistent throughout the document.

AMENDMENT XIV: The primary purpose of the amendment was to increase clarity and create consistency within the Constitution regarding the Standing Committees and their Chairs. In addition, some grammatical corrections were made. Duties of the Competition Director were amended. Allowances were made to include in absentia voting in general elections. Most of the wording was removed from Article III to allow for greater flexibility of the time period for when the annual membership begins and ends.

AMENDMENT XV: The purpose of this amendment is to fine tune changes that were made in Amendment XIV with regards to absentee voting and the nomination process. This amendment also redefines the officers’ roles and responsibilities, bringing it more in line with
modern technology, the way the club is evolving and methods of communication. The amendment eliminates the monthly newsletter. This amendment expanded Article V to include officers positions as follows: President, VP of Communications, VP of Events, VP of Membership, VP of Competitions, Treasurer, and Webmaster.

AMENDMENT XVI: The purpose of this amendment is to fine tune Article VI Section 7, as to the role of VP of Events, adding FOAM Cup and the FOAM Christmas Party. This amendment also updates Article VIII Section 5, adding a 2-week notification to members via email prior to a meeting that requests an expense greater than $750. Expense requests larger than $750 will require a two-thirds vote of those present, to be counted via a count of hands or paper ballot. This amendment also updated Article III Section 3, to require a release of responsibility upon becoming a member, releasing FOAM from all legal responsibility should the member imbibe excessively prior to, in conjunction with, or following any FOAM related function

AMENDMENT XVII: The purpose of this amendment was to eliminate the Family membership from Article III – MEMBERSHIP Section 1 and adding Section 4 which states the membership purchased on the website is a subscription service that automatically renews. It also clarified Article IV – MEETINGS AND EVENTS Section 1 to state that officers are installed at the December meeting of each year. Article III – DUES was amended to reflect the new membership rate of $30 and removing the dues related to the family membership. Article VI – ELECTION OF OFFICERS added Section 4 that lays out what to do in the event of a tie in the election of an officer position. Article V – DUTIES OF OFFICERS Section 1 removed the verbiage requiring the president to hold a printed copy of the constitution and added the responsibility of getting the digitally signed copy stored on the FOAM Google Drive. Section 4 removed the VP of Membership’s responsibility to receive and notate dues. Section 7 cleaned up the verbiage describing the VP of Events responsibilities. Article X – NEWSLETTER & WEBSITE added Section 5 stating the constitution will be published on the website and a digitally stored version would be kept on the Google drive.

This Constitution was voted upon and approved by the general members of FOAM in December 1997.

Amendments I through VI were voted on and approved by the general members of FOAM in April 2002.

Amendments VII through X were voted on and approved by the general members of FOAM in February 2004.

Amendment XI was voted on and approved by the general members of FOAM in February 2009.

Amendment XII was voted on and approved by the general members of FOAM in March 2010.

Amendment XIII was voted on and approved by the general members of FOAM in March 2013.

Amendment XIV was voted on and approved by the general members of FOAM in September 2017.

Amendment XVI was voted on and approved by the general members of FOAM in March 2020.

Amendment XVII was voted on and approved by the general members of FOAM in February 2022.