The SOBA Charter
The following are the rules of Society Of Beer Advocates (SOBA) Incorporated:
The name of this society is the Society Of Beer Advocates (SOBA) Incorporated.
The society is being established with following purpose and aim in mind:
People have an appreciation of, and access to, a diverse range of quality beer.
We are a consumer-based organisation with a mission to educate, promote, and advocate for the appreciation of, and access to, a diverse range of quality beer.
In order to join the society one must complete a membership form, and payment for the yearly fees must be received within 90 days of the submission of the form. Failure to pay the fees within this time will result in the membership, and all membership benefits, being revoked.
Any physical tokens of membership, including, but not limited to, discount cards, sample product, or other merchandise will not be issued until payment is received.
The fee is determined by the committee of the society and can be changed as the needs of the society change.
Membership is for one year or three years from the date the membership application is processed.
Membership is encouraged but not required: any meetings are open to all and casual requests for assistance or information are allowed.
Membership of the SOBA mailing list and membership of the Society Of Beer Advocates (SOBA) Incorporated are independent.
A member can choose to leave the society at any time, without refund of their fees. The member wishing to leave must submit written notice to the committee to this effect. Non-payment of subscription fees will result in termination of membership and all associated benefits.
A member can be expelled from the society at the decision of the committee, for reasons including but not limited to:
Serious misconduct of a personal or professional nature towards another member of the society.
Serious misconduct of a personal or professional nature towards an external body, while acting as a representative of the society.
Any illegal activities conducted within the society
Attempting to exploit or misuse the society or members of the society for pecuniary gain.
“Serious misconduct” is held at the discretion of the committee of the society, and any grievances should be brought before the committee.
The rules of the society may be altered, added to or rescinded at an AGM or, in special circumstances, at a special meeting held for the purpose. Such meetings must be announced ahead of time and are open to all members of the society. Only members of the society can vote.
In either case, an electronic vote and/or show of hands is taken on each modification to the rules, with a two-thirds majority indicating the successful modification to the rules.
The president of the society (or acting president if the president is unable to be present) has a casting vote.
No addition to or alteration of the non-profit aims, personal benefit clause or the winding-up clause shall be approved without the approval of Inland Revenue.
The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
Annual General Meetings shall be announced on the society’s electronic mailing list a month before they occur, and at the previous month’s meeting. Advertisements will be placed in trade publications where appropriate also.
Annual General Meetings will cover topics including but not limited to:
The state of the society with respect to membership changes
Results of actions conducted as society actions pursuant to the purposes and aims of the society outlined in Rule 2 above
Methods to improve the standing or membership of the society in the following year
Methods to fulfill the purposes and aims of the society as outlined in Rule 2 above
Any decisions to be made will be made by electronic vote and/or by show of hands, with a simple majority indicating a success.
The president of the club (or acting president if the president is unable to be present) has a casting vote.
At an AGM, a quorum shall be 50% of the society membership, or 15 people, whichever number is smaller. Only those people who are paid members at the time of the meeting will be considered eligible to vote.
Note that this clause does not preclude the guidelines in Rule 5 for changing the rules or charter of the society. Decisions which change the rules or charter of the society still require a two-thirds majority.
Regular meetings may be held nationally, regionally, locally, or electronically, at irregular or regular intervals as required by the committee and the membership. Announcement of meetings and the topic of the meeting will be made on the society mailing list and other forums as required at suitable intervals prior to the event, such as one week, two days, one day etc.
Regular meetings shall conduct of such content as is discussed by the society, including but not limited to:
Presentations on a suitable topic, preferably one which fits within the purposes and aims of the society
Advocacy events such as beer festivals or food pairing sessions.
Other topics considered suitable by the society members, as indicated by a simple consensus.
Members and non-members alike can give or organise presentations or discussions.
The SOBA Executive Committee shall meet at least once per month, either physically or electronically, at the discretion of the committee.
The purpose of the Committee Meeting is to discuss matters pertaining to the ongoing running of the society. If a society member wishes to raise an issue at a committee meeting, they can give at least two days’ notice to the Secretary, who will then put the item on the agenda and invite the member to the meeting if appropriate. Otherwise, committee meeting attendance is restricted to committee members.
Only Committee members are allowed to vote at a Committee Meeting. The quorum will be four members of the committee.
Updates on the committee meetings and decisions taken will be regularly released via the SOBA website.
Special meetings are given notice to the society mailing list as is suitable to the nature of the meeting.
The purposes of a special meeting are to conduct any urgent society business, including but not limited to:
Conducting any urgent financial activity which cannot wait until the next general meeting
Disciplinary action to be taken against a society member
Changes to the charter or rules of the society
The committee can call a special general meeting by the request of any committee member.
A member may call a SGM if backed by at least 10% of the society’s membership.
At a SGM, a quorum shall be 50% of the society membership, or 15 people, whichever is smaller.
A SGM may be held electronically.
Electronic Mailing List
The society will continue in its activities outside of organised meetings, in that its primary form of communication is via an electronic mailing list. This electronic mailing list (referred to as ‘electronic mailing list’ or ‘mailing list’ elsewhere in this document) is intended to be used for discussion including but not limited to:
Discussion of activities falling under the objectives of the society
Official notification of meetings of all types
Discussion of activities not included under, but directly and indirectly related to the goals and objectives of the society
As a social environment for members and non-members of the society alike.
A Communications Policy is maintained by the committee of the society, and decisions on what are acceptable topics for the mailing list are made by the committee. The List Administrator of the society is responsible for enforcing these decisions.
The officers of the society shall consist of a president, secretary, and treasurer. The executive committee of the society shall include the above named officers, as well as 4 (four) extra members. The electronic mailing list is the primary means of communication and activity within the society. As the mailing list requires some administration, an ex-officio position of ‘list administrator’ will be appointed by the committee if required. This position confers the ability to moderate the electronic mailing list, and to take any decisions involved in doing so without consultation with the committee. This position does not confer voting rights on the committee, unless it is filled by a member who also serves on the committee.
The officers and committee members shall be elected at an AGM or at a special meeting called for this purpose.
Temporary replacements can be appointed at the discretion of the committee. If a temporary position is appointed it will arise for reappointment with the other positions at the next AGM that position is due to be reappointed.
The standard term of appointment is two years.
The common seal of the society shall be held with the secretary.
The seal can be used to verify documents on behalf of the society, either by the committee or officers of the committee at an AGM or special meeting, or by the president of the society if s/he deems it appropriate.
The funds of the society shall be held under the control of the officers of the committee. The treasurer and secretary shall have joint required signing rights, and operate the bank accounts, handle investments, and make payments as needed.
Surplus funds, which are defined as being funds well in excess of the typical operating expenses of the society at the appropriate point in time can be invested, however no provision is made within the charter for this at the time of inception and should such a change be required it must be motioned at an AGM or at a special meeting called for this purpose.
No member of the organisation or any person associated with a member shall participate in or materially influence any decision made by the organisation in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever.
While SOBA is originally and primarily a volunteer-run organisation, it is willing to spend funds to further its mission as required. As resources allow, the organisation will evolve and strive to always increase its professionalism, self-sufficiency, and benefit to the wider beer-drinking community.
Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value). The provisions and effect of this clause shall not be removed from this document, and shall be included and implied into any document replacing this document.
If the society ever needs to borrow money, the matter should be raised at an AGM for resolution. The purpose of the loan should be checked to ensure it lies within the objectives of the society.
If upon the winding up or dissolution of the Society Of Beer Advocates (SOBA) Incorporated there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the society but shall be given or transferred to some other organisation or body having objects similar to the objects of the Society Of Beer Advocates (Incorporated), or to some other charitable organisation or purpose, within New Zealand