REVISED BY-LAWS PENDING APPROVAL BY QUORUM OF MEMBERSHIP,
BY-LAWS OF THE SOUTHERN MICHIGAN BRIDGE ASSOCIATION
ACBL UNIT NO. 203
The Unit is a subsidiary group of the American Contract Bridge League (ACBL).. It recognizes the ACBL, as the parent organization having control and authority over Tournament Bridge in the United States, exists under the sanction of the League, and functions as a part and within the By-Laws and Regulations of the ACBL. The Unit is within District 12 of the ACBL.
OBJECTS OF THE UNITThe objects of the unit are:
1. To preserve and promote membership;
2. To stimulate interest in the art of playing competitive duplicate contract bridge; 3. To cooperate with, and assist the League in the promotion and conduct of contract bridge tournaments;
4. To encourage the highest standards of conduct and ethics by its members, and to enforce such standards;
5. To promote the development and organization of affiliated clubs within the Unit;
6. To conduct such other activities as may be in keeping with its principal objectives.
UNIT JURISDICTIONThe geographical area within which this Unit shall operate is such area as is presently assigned to it by the Board of Directors of the ACBL, and as it may hereafter be modified from time to time.
The Unit presently has exclusive jurisdiction in Lapeer, Macomb, Oakland (except Oak Park), St. Clair, and Sanilac Counties, Michigan. In addition, the Unit has jurisdiction to accept as members residents of Livingston, Monroe, the Oak Park area of Oakland, Washtenaw, and Wayne Counties, Michigan.
1. Any person of good moral character and residing within the jurisdiction of the Unit, subject to District 12 regulations, is eligible for membership, and no person shall be denied membership because of age, site of residence, race, creed, color or handicap. A person residing outside the jurisdiction of the Unit may become a member with approval from the ACBL.
2. Such person, upon favorable action, shall become and remain a member unless:
a. He/she changes his/her residence to a place outside the jurisdiction of the Unit, in which case he/she shall become a member of the new Unit immediately upon ACBL’s processing of the change of address; Such a person may retain membership in Unit 203 with ACBL approval.
b. He/she has failed to pay ACBL dues;
c. He/she has been suspended or expelled from membership in accordance with regulations established by the ACBL and the Unit Board of Directors, provided, however, that such regulations shall conform to the rules of due process applicable to membership corporations, and that such regulations as are established by the Board of Directors of the Unit shall not be in conflict with the regulations of the ACBL.
3. Membership in the Unit carries with it membership in ACBL.
Annual dues shall be fixed by the ACBL.
1. There shall be an annual meeting of the members. The meeting may be held in connection with a tournament or special event which Unit members may attend.
2. The Unit Board of Directors shall fix the time and place of the annual meeting and shall give appropriate notice by mail of such meeting.
3. Special meetings of the members may be called at any time by the Unit Board of Directors or by the President upon ten (10) days written notice to all members. A notice of any special meeting shall contain an agenda of the matters to be taken up at such meeting. Notice of meeting and of the agenda shall be deemed sufficient if published in the Newsletter and mailed to the members.
4. The President must call a special meeting upon petition signed by 10% of the total number of members duly presented and served upon him.
5. A quorum for the transaction of business at any annual or special meeting shall consist of twenty—five (25) members.
6. No proxies shall be permitted at either membership meetings or special meetings.
UNIT BOARD OF DIRECTORS
The affairs of the Unit shall be managed and conducted by the Unit Board of Directors, which shall consist of fifteen (15) members, elected to office in accordance with these By- Laws. In addition, those members of the Unit who have served or are serving as ACBL President, Executive Secretary or member of the Board of Directors, shall, because of their value to the Unit, be deemed voting members of the Unit Board of Directors as long as they shall retain their Unit membership.
Each elected Director’s term of office shall be four (4) years, and shall continue to hold office until his/her successor has been duly elected.
1. Three months prior to the elections, every 2 years, the President, with the approval of the Board, shall select a nominating committee, which shall consist of four (4) members, at least one (1) of whom shall be a non-member of the Board. The chairman of the Board of Directors shall be the Chairman of the nominating committee. The nominating committee shall prepare a slate of double the number of Directors to be elected,, if possible, and shall present such slate to the President eight (8) weeks prior to the election. The duty is imposed upon the President to insure the publication of the list of nominees in the newsletter or in a separate notice to be mailed to the members no later than four (4) weeks prior to the election.
2. Additional nominations may be made by the membership, but such nominations must be in writing and signed by at least twenty-five (25) members in good standing and presented to the secretary of the Unit no later than two (2) weeks prior to the election in order to insure time for adding such additional names to the ballot.
ELECTIONS AND VACANCIES
1. Biennial elections shall be held at a major SOMBA event not earlier then June 1st nor later than November 30th.
2. Approximately one half of the entire Board shall be elected every 2 years.
3. An Elections Committee appointed by the President with approval of the Board of Directors shall establish rules and regulations subject to the approval of the Board; supervise the election; and tabulate the ballots. The Chairman of the Board shall be the Chairman of the Elections Committee, with the provision that no candidate shall serve on the Elections Committee.
4. Each qualified member shall be entitled to the number of votes equal to the number of positions to be filled. Each member is entitled to no more than one (1) vote per candidate either in person or by absentee ballot.
5. The candidates with the highest vote total fill the posts Ties will be broken by the Elections Committee by cutting a deck for the highest (bridge rank) card.
6. Any vacancy on the Board of Directors that occurs between elections shall be filled by the next highest vote getter in the last election and the person so appointed shall be deemed a full voting member of the board and shall hold office for the remainder of the unexpired term. If such a candidate is not available, the Board of Directors shall appoint a director to fill the rermainder of the term.
POWERS AND DUTIES
1. The Unit Board of Directors shall hold a minimum of four (4) meetings per year, one of which shall be designated the annual meeting. Subsequent regular meetings thereafter shall be held pursuant to regulations established by the Board of Directors, on appropriate notice.
2. A quorum of the Board of Directors for the transaction of business shall consist of not less than 50% of the Directors.
3. In addition to the powers granted by other provisions of these By-Laws, and the Charter, By-Laws and regulations of the ACBL, the Board of Directors shall have the following powers and duties:
a. To acquire, hold, administer, maintain and dispose of all property held by the Unit;
b. To spend the funds of the Unit for the purposes set forth by these By-Laws;.
c. To audit all receipts and disbursements of the Unit;
d. To discipline members who are found to be in violation of the Objects of the Organization, and to enforce such Objects in accordance with ACBL and District l2 regulations;
e. To conduct, manage, supervise and control the business of the Unit;
f. To conduct Unit tournaments;
g. To employ and discharge employees, and supervise their conduct and fix their compensation.
h. All votes including officer elections require directors to be present. However, it is permissible for directors to participate in board meetings via phone conference call. They will be allowed to verbally vote given they have been online for the entire discussion of the topic being voted on. No proxy votes are permitted. Any member may request a closed ballot rather than a show of hands.
i. The president may call for an email vote on topics needing decisions between formal meetings. All directors must be contacted and all input shared. If any member prefers that the vote be conducted at a formal meeting, the president is allowed to make the decision to call a special meeting (because he/she believes there may be merit to face to face discussion) or to accept the majority board (8) email vote result.
4. In addition to the voting members of the Board of Directors, the following are to be deemed ex officio non-voting members of the Board of Directors:
a. The Chairman of the Board of Directors, who shall be the immediate past President;
b. The Unit Secretary and/or Treasurer if not elected members of the Board;
c. All past Presidents of the Unit;
d. Chairman of any committee within the discretion of the Board of Directors;
e. The Tournament Chairman.
1. The officers of the Unit shall be the Chairman of the Board, who shall be the immediate Past President, the President, Vice- President, Secretary, and Treasurer. The Chairman of the Board, Secretary, and Treasurer need not be elected members of the Board of Directors. All others must be members at the time of their election to office.
2. The Board of Directors shall elect all officers at its first meeting following the election with the Chairman of the Board presiding. All officers shall hold office for one (1) year or until their successors have been duly elected. In the event the President is re-elected, the Chairman shall also succeed himself.
a. In the event of a vacancy of a Board office, that office shall be filled by an election of the Board at its next meeting.
b. In the event of the President being temporarily absent, the Vice-President shall be the presiding officer for that meeting. In the absence of both the President and Vice- President, the Board shall elect from among them a temporary presiding officer who shall preside over that meeting.
3. The powers and duties of the officers shall be as provided in these By-Laws and as further provided by the Board of Directors of this Unit.
a. The President shall have the following powers and duties:
a1. To preside at all meetings of the members and of the Board of Directors, except the first meeting of the Board following the elections at which the Chairman of the Board shall preside;
a2. To actively manage the business and affairs of the Unit;
a3. To see that all orders and resolutions of the Board are carried out;
a4. To supervise and direct all of the other officers of the Unit and of its employees, and to see that their respective duties are properly performed;
a5. To operate and conduct the business and affairs of the Unit according to the orders and resolutions of the Board of Directors, and according to his/her own discretion whenever and where ever it is not expressly limited by such orders and resolutions.
b. The Vice-President shall have the following powers and duties:
b1. To assist the President in all of his duties;
b2. To act on the President’s behalf in the President’s absence from meetings.
An officer or director may be removed for cause at any meeting of the Board of Directors provided there is a quorum and two-thirds (2/3) of those present so vote. Any officer or Director against whom impeachment charges are brought shall be notified by registered mail of the charges against him/her, at least ten (10) days prior to the meeting, and shall be given an opportunity to be heard before the Board of Directors and. to be represented by the counsel of his/her own choosing. The action taken by the Board of Directors shall be conclusive and final.
Any officer or member of the Board of Directors who shall be absent from three (3) consecutive meetings of the Board of Directors may be removed as an officer or member of the Board of Directors if he/she fails to give reasonable cause for his/her failure to attend. Removal for this cause shall be by two-thirds (2/3) votes of those present provided a quorum is present at a regular or special meeting of the Board of Directors.
AMENDMENTS TO BY-LAWS
Proposals to alter, amend, add to or revoke these By-Laws, or any part thereof, may be initiated by the Board of Directors or by a petition signed by at least forty (40) members of the Unit, submitted to the Secretary at least thirty (30) days in advance of the annual meeting or any special meeting called for the purpose. To execute adoption of such a proposal, a quorum plus the approval of a majority of all members present and voting are required to pass the proposal.
The Board of Directors may make an interim change of the By-Laws as to any matter except those fixing their qualifications, classifications, or term of office upon a two-thirds (2/3) vote at a meeting attended by a quorum,, which shall be given immediate effect, and shall be operative pending the submission to the members for adoption.
The President with the approval of the Board of Directors shall appoint such committees as may be necessary or desirable to assist in performing the functions of the organization. The President shall define the duties. Among the committees appointed by the President shall be the following standing committees, Publication, Tournament, Ethics, Goodwill, Membership, Awards and Publicity. Members of all committees shall continue to serve in office until their successors have been appointed or the committee terminated.
1. The right to own real estate and personal property shall be vested in the Unit.
2. The fiscal year of the Unit shall commence on October 1st and end on September 30th.
3. The membership will be furnished with an annual financial report for each fiscal year.
DISCLAIMER 0F LIABILITY
No officer, director, committee member, ex officio member or Chairman of the Board of Directors shall be liable for any act of commission or omission whatsoever of any other officer, director, committee member, ex officio member, agent or employee, nor shall such person be liable by reason of exercise of discretion or judgment in the performance of his/her own gross mismanagement and willful neglect. Every person or concern contracting or dealing with the Unit or having any debt or claim against it shall look only to the funds and property of the Unit for payment or satisfaction, and no member shall be personally liable for any such payment or satisfaction.
January 23, 2008