ARTICLE I - PURPOSE
The Birmingham Duplicate Bridge Club (“Club”) functions within the Bylaws and regulations of Unit #157, District #10 of the American Contract Bridge League, Inc. (“ACBL”). The purpose of the Club is to provide an environment for competitive duplicate bridge players which emphasizes education, enjoyment, nurtures members’ development, encourages competition, upholds ethical and behavioral standards, and incorporates necessary administrative/managerial support to ensure this environment is sustained for the foreseeable future.
The corporation is formed exclusively for charitable purposes,
including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal
Revenue Code of 1986 or the corresponding provisions of any future tax code or laws.
ARTICLE II - HEADQUARTERS
The principal headquarters of the Birmingham Duplicate Bridge Club shall be in the greater Birmingham area at a location designated by the members of the Board of Directors of the Club (individually, “Board Director” and, collectively, “Board”). The Club may have other playing facilities in such other places as the Board may decide.
ARTICLE III - MEMBERS
Sec. 1. Membership. Membership shall be open to all persons interested in contract bridge. No person shall be denied membership because of race, creed, or color. The Board may establish such other criteria for membership, including a schedule of dues, as it deems appropriate.
Sec. 2. Meetings of Members of the Club. The annual meeting of the members of the Club (“Members”) shall be held each year at the place, time and date as may be fixed by the Board, or, if not so fixed, as may be determined by the President of the Club. Special meetings of the Members shall be held whenever called by the Board or the President.
Sec. 3. Notice of Meetings. Written notice of the place, date and hour of any meeting of the Members shall be given by posting at the Club headquarters not less than ten, nor more than fifty, days before the date of the meeting. Notice of special meetings of the Members shall indicate the purpose for which they are called and the person or persons calling the meeting.
Sec. 4. Quorum, Adjournments of Meetings. At all meetings of the Members, ten per cent (10%) of the Members, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Members present in person or by proxy may adjourn the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Sec. 5. Organization. The President of the club shall preside at all meetings of the Members or, in the absence of the President, the Vice President shall preside. The Secretary of the Club shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Sec. 6. Voting. At any meeting of the Members, each Member present in person or by proxy, who shall be current on his or her dues, shall be entitled to one vote. Upon demand of any Member, any vote for directors or upon any other question before the meeting shall be by ballot.
Sec.7. Action by the Members. Except as otherwise provided by law or by these bylaws, any corporate action authorized by a majority of the votes cast at a meeting of the Members shall be considered to be the act of the Members.
ARTICLE IV - BOARD OF DIRECTORS
Sec. 1. Powers and Number. The Board shall have general power to control and manage the affairs and property of the Club in accordance with the purposes and limitations set forth in the articles of incorporation of the Club (“Articles of Incorporation”). The Board of Directors shall consist of the four (4) officers of the Club, the immediate Past President of the Club, and six (6) at-large Board Directors, all of whom shall be Members. The number of Board Directors may be increased or decreased by amendment of these bylaws, but no decrease shall shorten the term of any incumbent director.
Sec. 2. Term of Office. The officers will be elected for a term of one (1) year, and the at-large Board of Directors will be elected for a term of two (2) years. Officers and Directors may be re-elected for a successive term. The terms of all officers and at-large Board Directors shall commence on the first day of January following their election.
Sec. 3. Nominating Committee. The Board shall appoint a nominating committee consisting of three (3) members of the Club (“Nominating Committee”). No more than one (1) member of the Board shall be appointed to the Nominating Committee. The Nominating Committee shall be appointed on or before November 1 of each year, and promptly thereafter written notice of such appointment and the upcoming election of the directors and officers shall be posted at the Club. The Nominating Committee shall report to the Board no later than November 15. The Nominating Committee shall nominate at least six (6) Members for the three (3) at-large Board Director positions that shall be subject to election each year. The Nominating Committee shall also nominate one or more Members for each officer position. The Nominating Committee shall also nominate a minimum of four (4) Members to represent the Club as members of the Board of Unit #157, one of whom shall be the incoming President of the Club. Members of the Unit #157 Board will serve two (2) year terms except for the President of the Club whose term shall be one (1) year. All of the nominations shall be posted at the Club promptly after the Nominating Committee’s report is submitted to the Board.
Sec. 4. Additional Nominations. After the nominations of the Nominating Committee are posted, additional nominations may be made by Members. All such additional nominations must be in writing and signed by at least twenty (20) Members, and must be delivered to the Club’s Secretary or President no later than November 25.
Sec. 5. Balloting. The ballot box will be open during all scheduled games which take place between December 1 and December 7 of each year (“Voting Period”). Each Member shall have one (l) vote and no proxy voting shall be allowed. The Board shall appoint a Member to be in charge of the ballot box at each game during the Voting Period. The President will appoint a committee to tally the votes at the end of the Voting Period and announce the results.
Sec. 6. Removal. Any Board Director may be removed, for cause, by a vote of a majority of the entire Board, at any special meeting of the Board called for that purpose. The Board Director whose removal is to be considered shall be given at least seven (7) days’ notice (by certified mail) of such meeting and shall have an opportunity to attend, and address the other Board Directors at, such meeting.
Sec. 7. Resignation. Any Board Director may resign from office at any time by delivering a resignation in writing to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Sec. 8. Vacancies. Any vacancy on the Board arising at any time and from any cause may be filled at any meeting of the Board by a majority of the Board Directors then in office, regardless of their number, and the Board Director so elected shall serve until the end of the term of the Board Director to whose place he was appointed.
Sec. 9. Place, Time and Mode of Meetings. The Board shall hold at least four (4) regular meetings during each calendar year at a time and place fixed by the Board Directors, from time to time. A special meeting of the Board may be called at any time by the President or another officer of the Club. The President must call a special meeting of the Board upon the written demand of at least five (5) Board Directors at any reasonable time and place specified by them. The Board Directors may participate in any meeting of the Board by a conference telephone call or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Sec. 10. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be mailed to each Board Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address, including an email address, as he or she may have designated in a written request filed with the Secretary), at least five (5) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given to Board Directors at such address by telephone, no less than forty-eight (48) hours before the time at which such meeting is to be held. Notice of a meeting need not be given to any Board Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
Sec. 11. Quorum and Voting. At all meetings of the Board, a majority of the entire Board shall constitute a quorum for the transaction of business. Except as otherwise provided by these bylaws, the vote of a majority of the Board Directors present at the time of the vote shall be the act of the Board. Once a quorum is in attendance at a meeting, the withdrawal of one (1) or more Board Directors from the meeting shall not affect the quorum and such business may be conducted, and such action may be taken, as might be taken with a quorum of Board Directors in attendance during the entire meeting.
Sec. 12. Action by the Board. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board or committee.
Sec. 13. Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may establish and appoint committees of the Board, including an executive committee, other standing committees and ad hoc committees. The President shall appoint the Chairperson of each committee. Each committee so appointed shall consist of three (3) or more Board Directors and, to the extent provided in the resolution establishing the committee, shall have all the authority of the Board except as to the following matters:
authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Club;
authorizing the voluntary dissolution of the Club or revoking proceedings therefore; and
adopting a plan for the distribution of the assets of the Club.
Special committees may be appointed by the President with the consent of the Board and shall have only the powers specifically delegated to them by the Board and shall have the number of members specified by the Board.
Sec. 14. Powers of Board. The powers of the Board shall include, but shall not be limited to, the following:
(a) the responsibility for the management of the property and the business of the Club;
(b) such powers as are hereafter expressly conferred on the Board by the Members, subject to the rules and regulations of Unit #157;
(c) the power, at it discretion, to audit, or to have audited by a qualified representative, all receipts and disbursements of the Club;
(d) the power to censure, suspend, expel or otherwise discipline any Member for due cause. No Member shall suffer such disciplinary action on the part of the Board without the right of a hearing before the Board, of which he or she shall have received reasonable notice;
(e) the power to designate a club manager for the administration of the routine business and affairs of the Club, as outlined by the ACBL. The Board may also designate other duties and responsibilities to the club manager and determine the compensation of the club manager;
(f) all members of the Board must be members of the Club in good standing;
(g) the control of sanctions for all games played in the headquarters or other facilities of the Club. The Board will assign directors for all games at the Club (“Game”). Each game shall be under the supervision of the Game Director assigned to such game by the Board. The Game Directors shall be responsible to the Board for all games, and the Directors shall be responsible for the collection of the fees charged by ACBL and the fees set by the Board as the entry playing fees for games at the Club. The Game Directors shall be responsible for operating their games in full accord with ACBL rules and will provide all supplies necessary for the conduct of their games. Game Directors shall have the right to bar players from their game, for just cause.
ARTICLE V - OFFICERS, EMPLOYEES AND AGENTS
Sec. 1. Officers. The officers of the Club shall be a President, a Vice President, a Secretary, and a Treasurer. Each officer shall be a member of the Board.
Sec. 2. Election, Term of Office and Removal. The officers of the Club shall be elected for a one (1) year term in the manner described in Article IV above and each shall continue in office until his or her death, resignation or removal. Any officer of the Club may be removed, with or without cause, by a vote of a majority of the Board at a special meeting of the Board called for that purpose. The officer whose removal is to be considered shall be given at least seven (7) days notice (by certified mail) of the meeting at which his or her removal is to be considered, and the officer shall have an opportunity to attend, and address the Board Directors at, such meeting.
Sec. 3. Other Agents and Employees.
The Board may, from time to time, appoint such agents and employ such persons as it shall deem necessary, all of whom shall hold their positions at the pleasure of the Board, and shall have such authority, to perform such duties and receive such reasonable compensation, if any, as the Board may, from time to time, determine.
Sec. 4. Vacancies. Any vacancy in any office may be filled by the appointment of the Board. Any officer so appointed shall hold office until the commencement of the term of his or her successor.
Sec. 5. President: Powers and Duties. The President shall preside at all meetings of the Board and shall generally supervise the affairs of the Club. He or she shall keep the other Directors fully informed of the affairs of the Club. The President shall have the power to sign alone, unless the Board shall specifically require an additional signature, in the name of the Club, all contracts authorized either generally or specifically by the Board. The President shall also have such other powers and perform such other duties as the Board may, from time to time, prescribe.
Sec. 6. Vice President: Powers and Duties. The Vice President shall perform the duties, and exercise the powers, of the President in the absence or inability of the President to act, and the Vice President shall have such other powers, and perform such other duties, as the Board may, from time to time, prescribe.
Sec. 7. Secretary: Powers and Duties. The Secretary shall:
Sec. 8. Treasurer: Powers and Duties. The Treasurer shall:
Sec. 9. Director of Tournament Operations. The Director of Tournament Operations shall be a Member who is appointed by the Board for a twenty-seven-month term, with the final three months overlapping with the first three months of the term of the succeeding Director of Tournament Operations. The Director of Tournament Operations shall attend all meetings of the Board, but shall have a vote only with respect to matters directly related to tournament operations. The responsibilities of the Director of Tournament Operations are detailed in the Club’s strategic plan approved in December,.
ARTICLE VI - CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Sec. 1. Checks, Notes and Contracts. The Board is authorized to select the banks or depositories it deems proper for the funds of the Club. The President and the Treasurer are hereby authorized, for and in the name of, the Club, to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences or indebtedness that have been authorized by the Board. If authorized by the President and the Treasurer to do so, the club manager may sign such checks.
Sec. 2. Investments. The Board is authorized to retain, invest or reinvest the funds of the Club in such property, real, personal or otherwise, including, but not limited to, stocks of any class, shares of mutual funds, bonds and debentures, real estate investment trusts, or shares of interests in common trust funds, as the Board may deem desirable. The Board is authorized to hire one or more individuals, stock brokerage firms, associations or corporations acting as broker, investment advisor or otherwise (As the Investment Advisors), to invest or reinvest the funds of the Club, and to hire accountants and attorneys to conduct other matters as the Board may deem desirable. Notwithstanding the foregoing, the Board shall not authorize (i) any loan made by the Club to any Board Director or officer of the Club; or (ii) any other acts which violate the self-dealing provisions of Section 4941 of the Internal Revenue Code of 1986, as amended.
ARTICLE VII - OFFICE AND BOOKS
Sec. 1. Office. The office of the Club shall be located at such place as the Board may, from time to time, determine.
Sec. 2. Books. There shall be kept at the office of the Club correct books of account of the activities and transactions of the Club, including a minute book, which shall contain a copy of the Articles of Incorporation, a copy of these bylaws and all minutes of meetings of the Board.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall be the twelve-month period commencing on each January 1st.
ARTICLE IX - INDEMNIFICATION
The Club may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a Board Director, officer, employee or agent of the Club, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys fees.
ARTICLE X - AMENDMENTS
These bylaws may be amended by a vote of the majority of the Members present at the annual meeting of the Club or a special meeting of the Club called for that purpose.