Amended December 11, 2016

 

 

BYLAWS

OF

AMERICAN CONTRACT BRIDGE LEAGUE UNIT 522 - FRESNO, INC.

 

Organized in 2001 as a nonprofit mutual benefit corporation.

 

ARTICLE I

NAME AND ADDRESS

 

The name of the Corporation shall be American Contract Bridge League Unit 522 — Fresno, Inc and the address shall be 1320 East Shaw Avenue, Suite 100, Fresno, California 93710. The telephone number shall be 559 225-0505. The address and telephone number may change from time to time as authorized by the board of directors.

 

ARTICLE II

MISSION STATEMENT

 

The purpose of this Corporation is to preserve and promote the best interests of, and to stimulate interest in the skill of playing competitive contract bridge; to cooperate with., and assist the American Contract Bridge League (ACBL) in the promotion and conduct of contract bridge tournaments; to encourage the highest standards of conduct and ethics by its members and to enforce such standards; to promote the development and organization of affiliated clubs within the Corporation’s jurisdiction; to cooperate in the ACBL’s charity program, and to sponsor and conduct charity events with the object of realizing funds to be devoted to worthy humanitarian causes; to provide, encourage and develop education and mentoring programs within the unit, schools and community that will enhance the skills and knowledge of the game; and to conduct such other activities as may be in keeping with its principal objectives.

 

ARTICLE III

MEMBERSHIP CATEGORIES AND TERMINATION THEREOF

 

Section A.       Members 

Any person of good moral character and residing within the jurisdiction of the Corporation subject to ACBL regulations, currently Fresno, Madera and Mariposa Counties of the State of California, is eligible for membership, and no person shall be denied membership because of race, creed, color or sexual orientation. Membership in the Corporation carries with it membership in the ACBL. Annual dues shall be in the amount fixed by the ACBL.

 

 

 

 

Section B.       Termination of Membership

Membership shall be terminated when:

1. A member fails to pay dues in accordance with ACBL regulations;

2. A member becomes affiliated with a different unit.

3. A member has been suspended or expelled from membership in accordance with regulations established by the ACBL and the Corporation 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 shall not be in conflict with the regulations of the ACBL.

 

ARTICLE IV

DIRECTORS AND THEIR DUTIES

 

Section A.       Board of Directors

The corporation shall have no fewer than seven (7) and not more than eleven (11) directors including a president, vice president, secretary and treasurer; collectively they shall be known as the board of directors. Members of the board of directors shall be members in good standing of the ACBL and the Corporation. The term of office shall be for a period of two years, commencing on January the first. Approximately one half of the board members shall be elected each year. Prior to the election of new board members, the current board will set the size of the board for the following year.

 

Section B.       Nomination and Election of Directors

1. Nomination of Directors — The board of directors, at least forty-five (45) days prior to the annual member meeting, shall select a nominating committee composed of three members, none of whom shall be a director whose term is due to expire at the end of the current year. The nominating committee shall obtain nominations from the membership. The committee shall prepare a list of names to be placed in nomination for the board of directors.

2. Election of Directors — A ballot shall be mailed to each member along with the notice of the annual member meeting, at least ten (10) days before such meeting. Every qualified member shall be entitled to cast one (1) vote by secret ballot for each director to be elected.. Candidates are entitled to have witnesses at the counting of the ballots at the annual member meeting.

 

Section C.       Compensation of Directors

Directors shall serve without compensation, except that they may be paid their immediate and necessary expenses required by and authorized by the board.

 

Section D.       Vacancies

Vacancies may be filled by the board of directors and the person so appointed shall hold office during the remainder of the term of the replaced director.

 

Section E.        Fines and Penalties

The Corporation has the right to levy fines and penalties in accordance with ACBL policies.

 

ARTICLE V

ELECTION OF OFFICERS AND THEIR DUTIES

 

Section A.       Election of Officers

The officers of the Corporation shall consist of President, Vice President, Secretary and Treasurer. The officers of the Corporation shall be elected by the board of directors at the first board meeting following the annual meeting and the persons elected shall hold office for one year, or until their successors have been duly elected. The board of directors shall fill vacancies due to death, resignation, or other causes. The board of directors may appoint a business manager to conduct the day-to-day business of the corporation. Officers can be elected for continuous terms at the will of the board.

 

Section B.       Duties

1. President — The President shall preside. over all board meetings, shall appoint all committees, shall be an ex-officio of all committees; and shall perform all other duties usually pertaining to this office.

2. Vice President — The Vice President shall preside over all meetings in the absence of the President. The Vice President shall assist the President in chairing committee meetings when necessary.

3. Secretary — The Secretary shall keep a written record of all meetings of the Corporation’s board of directors. This record shall be read at the next meeting and approved by the board as an accurate record of the events of the preceding meeting. The record shall indicate what motions were made, by whom, the outcome of all votes, and the actions taken. The Secretary shall maintain a corporate minute book.

4. Treasurer — The Treasurer shall receive all monies of the Corporation and keep an accurate record of all receipts and expenditures and shall pay out funds as authorized by the board of directors. The Treasurer shall present a statement of accounts at every meeting of the board and any other time when requested by the board.


ARTICLE VI

IMPEACHMENT

 

Any officer or director may be removed for cause at any meeting of the board of directors provided two-third of those present, constituting a quorum, shall so vote. Any officer or director against whom impeachment charges shall be brought shall be notified in writing of the charges, by registered mail at least ten days prior to the meeting and shall be given an opportunity to be heard before the board of directors and to be represented by counsel of his own choosing. Absence from three consecutive meetings may be cause for removal from the board of directors.

 

ARTICLE VII

STANDING COMMITTEES

 

The board shall appoint standing committees as may be required to promote and carry out the objectives of the Corporation. Standing committees shall be appointed annually.

 

 ARTICLE VIII

MEETINGS

 

Section A.       Regular Board Meetings

The board of directors shall hold a minimum of nine (9) regular meetings a year. The President and the board members are responsible for agendas. Any member who wishes to be placed on the agenda may do so by submitting a request in writing or electronic communication to the President at least seven (7) days in advance of the meeting.

Section B.       Special Board Meetings

The President may call a special meeting of the board of directors to act on urgent matters. The President shall prepare an agenda of those urgent matters and give the directors a notice at least twenty-four (24) hours prior to the meeting.

Section C.       Quorum for the Board

A quorum for the transaction of business shall consist of no less than fifty-once percent (51%) of the total number of directors.

Section D.       Annual Member Meetings

The annual meeting of the Corporation shall be held during the first two (2) weeks of December on a date and at a time selected by the board of directors. The board of directors may change the date and time and location for the meeting in order to benefit the agenda.

Section E.        Special Member Meetings

Special meetings of the members may be called at any time by the board of directors, by the President or by written petition of ten (10) members to consider specific subject matters.

Section F.        Notice of Member Meetings

Notice of the time and place of any special meeting shall be given by mail or electronic means at least ten (10) days nor more than sixty (60) days before such meeting. The notice of any special meeting shall contain an agenda of the matters to be covered. No other business shall be acted upon at said special meeting. Notice and publication of the agenda of the annual member meeting or special member meeting of the Corporation shall satisfy this requirement.

Section G.       Conduct of Meetings

1. The meeting of the board of directors shall be presided over by the President, acting as chairman of the board or by the Vice President, or in both of their absences, chairmanship selected by a majority of the board.

2. The meeting shall be governed by Robert’s Rules of Order in so far as those rules are not inconsistent or in conflict with these Bylaws, Articles of Incorporation, or with the provisions of law.

Section H.       Quorum of Annual Member Meetings or Special Member Meetings

A quorum for annual member meetings or special member meetings shall consist of fifty (50) members. 

Section I.         Proxy Voting

Proxies shall not be permitted at member meetings.

Section J.         Amendments to the Bylaws

An amendment to the Bylaws may be made by the members of the Corporation upon petition signed by at least fifty (50) members and submitted to the Secretary at least forty-five (45) days in advance of the annual meeting or any special meeting called for the purpose; or upon petition signed by at least six (6)  members of the board of directors. The Secretary shall incorporate the text of the proposed amendment in the notice of the meeting. The concurrence of two-thirds (2/3) of the members present and voting shall be required to pass any amendment.

 

ARTICLE IX

FISCAL YEAR

 

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

 

ARTICLE X

LIABILITY OF DIRECTORS

 

The Directors shall not be personally liable for the debts, liabilities or other obligations of the Corporation. However, the Corporation and its members shall hold harmless, and indemnify the directors, officers, and its agents from any liability or claimed liability arising from their position on the board or as officers or agents of the Corporation.


 

ARTICLE XI

VOTING MEMBERS’ RIGHTS

 

Section A.       Bylaws

All members are entitled and eligible upon their written request to receive current Bylaws of this organization.

Section B.       Inspection Rights

Acknowledging that this is a nonprofit Corporation operating primarily by the volunteered non-paid efforts of others, and that voting members have certain inspection and access rights to records, the following general guidelines shall be utilized:

1. The members can request a copy of current minutes, agendas, payouts, schedules, financial reports, or any other business document of this Corporation, and

2. The members should expect the minimal amount of time, ten (10) working days, to receive such information.

 

ARTICLE XII

AUDITING PROCEDURE

 

The President shall provide for a financial audit of the books and records of this Corporation annually, or as he or she may deem necessary.

 

ARTICLE XIII

BOARD OF DIRECTORS’ ROLE

 

Board members will be responsible for all operations of the Corporation including participation and preparing the annual budget and day-to-day business. In addition to the powers herein granted, and by the laws of the State of California, the board of directors shall have powers and duties including but not limited to:

1. The conduct, management, supervision, and control of the business of the Corporation;

2. Conduct of bridge tournaments;

3. The employment and discharging of employees, and the supervision of their conduct and fixing of their compensation.

 


ARTICLE XIV

SERVERABILITY

 

If any portion of these Bylaws is held to be unlawful, that unlawful portion of the Bylaw shall not affect the validity of the other portion of these Bylaws.

These pages reflect the Bylaws of the American Contract Bridge League Unit 522 — Fresno, Inc.,

by:

 

DATED:   _____________________                                    _____________________________          

                                                                                    Richard Meffley,  President

 

DATED:   _____________________                                    _____________________________          

                                                                                    Byron Steinert, Secretary

 

DATED:   _____________________                                    _____________________________          

                                                                                    Robert Endara,  Incorporator

 

DATED:   _____________________                                    _____________________________          

                                                                                    Carolyn Smith,  Treasurer