BY-LAWS OF THE CRAFT BEER ASSOCIATION HONG KONG

1. NAME

The name of the organization is Craft Beer Association of Hong Kong, hereafter referred to as CBAHK.

2. INCORPORATION
CBAHK is a not for profit society incorporated in Hong Kong.

3. OBJECTIVES

The objectives of CBAHK are: (1) to promote, protect and grow the craft beer market in Hong Kong; (2) promote general accepted beer industry standards in Hong Kong; (3) to promote networking and cooperation among and between industry actors and consumers (4) to organize meetings, events and seminars; and (5) to link the craft beer market in Hong Kong with like minded individuals from other countries/regions.

4. MEMBERSHIP

Qualifications of Members: The membership of CBAHK shall consist of companies, organizations and consumers who shares CBAHK’s objectives and values for the craft beer market of Hong Kong.

Types of Members: The following may be members of the CBAHK:
(1) Corporate members: a business or organization; and (2) Individual members: a private

person,
each and “Member” and together the “Members”.

Joining CBAHK: Anyone wanting to join the CBAHK must comply with the joining procedures set out by the Board as may vary from time to time. All Members must sign a declaration to acknowledge and agree to the manner in which the CBAHK is run and to agree to abide by the Code of Conduct detailed herein.

Resignation: A Member may resign from CBAHK at any time by notifying the Board in writing. A resigned member whose earlier resignation is not related to any disciplinary issues may apply for membership again by going through all the regular application procedures.

Membership Meetings: Members meetings will be held on a regular basis as the Board sees fit.

General Membership voting: If the Board must or wishes to hear input from Members, Members shall be invited to vote via email. The Board shall email each member giving them the opportunity to vote. Votes will be counted one week from the date of the email sent to members by the Board. Members who do not respond to the Board’s request will be deemed to have chosen not to vote.

5. THE BOARD
Number: The Board shall consist of at least 4 members of which at least 3 are directly elected

by the general members of CBAHK each year

Term: The term of The Board is one year. Each member of the Board shall hold office until his/her successor has been elected and qualified, or until his/her earlier death, resignation, or removal.

Removal: A Board member may be removed from office, with or without cause, by the affirmative vote of three-fourths (3/4) or more of the other Board members.

Meetings of the Board: The Board may hold meetings as they see fit. The Members shall elect the Board.

Board Roles and Responsibilities: The Board shall be responsible for the day-to-day management of the CBAHK and, in particular but not limited to, shall complete the following roles:

- Secretarial - Events coordinator - Consumer outreach coordinator - Members coordinator - Media, PR and social media coordinator - Brewers Guild coordinator

Conduct of Business: At all Board meetings, the President shall preside, and in the absence of the President, the President Elect or a Board member appointed by the President shall preside. The Secretary of the Board shall act as secretary of all meetings of the Board, but in the absence of the Secretary, the President may appoint any person to act as secretary of the meeting. The President shall determine the order of business and the procedure at the meeting.

Powers of The Board: The Board has the power to:
- Add or remove members of the Board that are not elected by the general members of CBAHK

- Conduct CBAHK’s business in the way that they see fit according with the objectives of the CBAHK and the Code of Conduct detailed herein.

- Accept and deny membership of new members as well as accept and deny renewal of membership where such membership would be in breach of the Code of Conduct detailed herein.

Financial powers of The Board: The Board can approve expenditures/investments at HKD10,000 or below. For expenditures/investments above HKD10,000, the Board must seek approval from general members by voting.

Transparency of the Board: The Board must at all times keep a transparent and open dialogue with general members. The Board shall openly share and discuss its plans, visions and actions with members through email, website and meetings.

Election of The Board: Election shall be held for the Board in the end of each calendar year by general members. An email will be sent to each member asking them to vote. Each corporate member’s vote will be counted as three votes and each individual member’s vote will be counted as one vote. The candidate with the most number of votes will be elected President of the Board. The remaining candidates will fulfill other roles on the board as the elected President sees fit.

Election Committee: The election committee will be appointed by the Board and shall be responsible to search and present candidates to stand for election to the Board. The election committee will adhere to CBAHK’s objectives when searching for candidates and can reject interested candidates based on the objectives.

At least one election committee member must have been a member of CBAHK for at least 3 years.

6. CODE OF CONDUCT

Code of Conduct of Members / Ethos: Members should adhere to the code of conduct detailed below, as may be amended and updated by a majority vote of the Members from time to time:

● Members must not engage in parallel importing and selling expired beer, further details of which are set out in Appendix 1 hereto;

● Members must not not bind customers with contracts to exclusively purchase beer (draft/bottles/cans) from them thus excluding other breweries/distributors to have a chance to sell their beers with the customer.

7. GOVERNING LAW AND JURISDICTION

This Constitution shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute arising out of or in connection with this Constitution shall be subject to the exclusive jurisdiction of the Hong Kong Courts.

Appendix 1 – Code of Conduct
Gray-marketed beer / parallel importing / selling of out of date beer What is gray-marketed beer?

Broadly speaking, gray-marketed beers are beers brought to and sold in Hong Kong that are not bought directly from the breweries or their official representatives. (For example, it is beer purchased at a wholesale club, then shipped overseas and sold in a market without the brewery’s knowledge.)

The CBAHK is firmly against this practice, for a number of reasons:

● Breweries have standards for shipping, storage and shelf life, and beers that are gray-marketed do not adhere to these requirements. Breweries set these standards so the consumers know they will be getting great-tasting beers.

● In addition, some beers are never meant to travel long distances, so breweries choose not to export them at all.

● Breweries have spent years building their brands and setting high standards, and that is why so many have a great reputation among beer drinkers.

● However, if a beer is gray-marketed and not kept up to those high standards, everyone suffers: The brewery suffers a loss to its reputation, and the consumer gets a beer that is but a faint shadow of how it should taste. They either question why they loved the beer before, or, upon first sip, why others have rated it so highly.

● This also includes parallel importing, where a retailer, bar, restaurant or other establishment does not buy beer that is already available in Hong Kong from the local importer that abides by the brewery’s standards. Instead parallel importers buy the beers overseas and then ships, stores and sells the beers in Hong Kong whatever way they choose, regardless of standards set by the brewery.

● Hong Kong is a young market when it comes to craft beer. If we all adhere to the best standards and treat craft beer with the care that breweries expect, more and more of the breweries that we love and want to see here will sell in Hong Kong.

● Because of all this, CBAHK takes a strict stance against gray-marketing beers and refuses to be part of it. The consumer benefits when the beer they drink is just as the brewery intended it to be.

● In addition, CBAHK members realize that beer is a perishable beverage and will abide by the best-by dates set on beers. CBAHK members will not sell beers that have expired as labeled by the brewery.

● CBAHK members refuse to import, distribute or sell gray-marketed or after-date beers, and we encourage consumers not to buy them.