♥ BYLAWS ♦
The Bridge Studio of San Miguel de Allende
January 5, 2015
The purpose of the Bridge Studio of San Miguel de Allende (BSSMA) is to encourage and promote the playing of contract bridge. The BSSMA is a nonprofit cooperative organization open to anyone of goodwill who conducts themselves in a considerate and amiable manner. Regularly scheduled duplicate bridge games are operated under franchises and sanctions granted by the American Contract Bridge League (ACBL) under the jurisdiction of Unit #173, District 16, and are subject of the rules and regulations of the ACBL.
ARTICLE I MEMBERSHIP
A. An applicant shall become a voting Member upon payment of such annual dues (quoted in pesos) as shall be assessed by the Board of BSSMA and filling out a form indicating their intention to be a Member of BSSMA. Members shall agree to comply with these bylaws and the rules and regulations of Unit #173 and the ACBL. A Member of BSSMA does not have to be a member of the ACBL.
B. A Member is in good standing unless:
a. He/she is delinquent in his/her dues (if applicable).
b. He/she is suspended or expelled by action of the board.
c. He/she is suspended or expelled by action of Unit #173 in accordance with the bylaws of the Unit and/or ACBL.
C. The Membership year shall be January 1st to December 31st. This does not coincide with the term of office of the Board (See Article V – E.)
ARTICLE II DUES AND PLAYING FEES
The amount of the annual dues and playing fees shall be those assessed by the Board of BSSMA.
ARTICLE III MEETINGS
A. The Annual Meeting of the Membership shall be held on the last Wednesday of March each year for the purposes of electing Members of the Board and to conduct any business requiring acceptance by the Membership.
B. Notice of the Annual Meeting shall be posted at least fourteen (14) calendar days prior to the meeting and announced to the membership at each duplicate game held during the fourteen (14) days prior to the meeting.
C. The Board shall appoint a Head Teller and two (2) Assistants prior to the meeting.
D. The election shall be by secret ballot or by email. There shall be no voting by proxy. Email Ballots shall be used and shall be accepted prior to the Annual (or Special) Meeting and counted by the Head Teller during the counting of the ballots.
E. Election of officers shall be held at the Annual Meeting only.
F. A statement of the financial status of the BSSMA shall be made available to the members, together with a proposed budget, at the Annual Meeting.
G. A quorum for the transaction of business at any official meeting of the Membership shall consist of a minimum of thirty percent (30%) of the eligible voting Members—either physically present or represented by email ballots.
H. Special Membership Meetings shall be held in response to a written request signed by a minimum of twenty-five (25) percent of the members. This request shall be sent to the President who shall call the Special Meeting in not less than fourteen (14) days or more than twenty-eight (28) days after receipt of the request. In case of an emergency, an Emergency Meeting may be called by the President or, in the absence of the President, by a majority of the Board. This request shall be sent to the President (or, in the case of a request by the President, to the Vice President) who shall evaluate the emergency and assign a date for the Emergency Membership Meeting based upon this evaluation. Ordinary time constraints are not applicable.
I. Special Board meetings may be called by the President at any time (See Article VI, Paragraph 1.)
ARTICLE IV NOMINATIONS
A. A Nominating Committee shall consist of not fewer than three (3) Members of the BSSMA, none of whom shall be current Members of the Board. They shall be appointed by a majority vote of the Board not later than February 1st of each year. The names of the Committee Members shall be posted as soon as possible by the President following their appointment.
B. The Board shall name the Chairman of the Nominating Committee. The Nominating Committee shall propose a slate of candidates for the vacancies on the Board not later than March 1st. The slate shall be posted ASAP by the Chairman of the Nominating Committee.
C. Nominations may be made from the floor at the time of the Annual Meeting with the written consent of the Nominee.
ARTICLE V BOARD OF DIRECTORS – FUNCTIONS
A. The Board of Directors shall conduct, manage and supervise all the business of the BSSMA including expenditures of funds for all operating expenses.
B. The Board of Directors shall consist of six (6) Members. The term of office for each Board Member is one (1) year.
C. In order to qualify as a BSSMA Board Member, a person shall:
a. Be a Member of BSSMA.
b. Be a resident of the San Miguel area not less than nine (9) months a year.
c. Be willing to serve for a one (1) year period.
d. Only one person per household shall be eligible to serve on the Board at any one time.
D. Officers of BSSMA shall be: President, Vice President, Secretary, and Treasurer. Other Board members shall be: Club Manager and Club Game Director
E. The term of office of the Board of Directors shall be from April 1 to March 31 of the following year. The immediate Past President shall (if not still a Board Member) be an ex-officio non-voting Member of the Board for the following year.
F. A written resignation by any Board Member from a position on the Board constitutes a resignation from the Board.
G. Vacancies occurring on the Board shall be filled until the next Annual Meeting by the majority vote of a quorum of the Board.
H. The Board of Directors will endeavor to meet monthly. Said meetings (except "Closed Session" meetings) are open to the membership for observation only. Any request to speak before the Board must be tendered to the President or to a Member of the Board prior to the Meeting of the board. Such request shall be in writing and state the subject to be brought before the Board. However, any member of the Board may invite a Member to address the Board at any time.
I. A quorum for the transaction of business at any meeting of the Board shall consist of not less than four (4) Board Members.
J. The Board shall have no power to levy special assessments on the Membership. However, the Board shall set prices for games, tournaments, charity events, room rentals, and other activities in the club.
K. The Board of Directors shall have the authority to remove and replace until the next Annual Meeting, any Board Member who fails, without just cause, to participate in three or more consecutive regular meetings.
L. The Board of Directors, and only the Board, have the power to hire and dismiss employees, with the approval of the majority of the Board.
ARTICLE VI DUTIES
The President shall:
a. Schedule and officiate at all meetings, i.e., Board, Annual, Special, and Closed.
b. Appoint all Committee Chairmen, with the approval of the Board, and shall act ex-officio on all Committees with the exception of the Nominating Committee.
B. VICE PRESIDENT
The Vice President shall:
a. Substitute for the President in his/her absence.
The Treasurer shall:
a. Act as custodian of BSSMA funds.
b. Maintain active and inactive accounts in the BSSMA's name and pay all bills.
c. Prepare written statements of finances, including income from games, dues, etc. and detailed expenditures. Such statements shall be available for each meeting of the Board (except "Special" Meetings) or Membership and shall be posted ASAP following each meeting.
d. Collect annual dues (if applicable).
The Secretary shall:
a. Keep written records of each meeting of the Board and Membership Meetings and shall post such minutes (except those of "closed sessions") ASAP following said meetings.
b. Maintain an accurate up-to-date Club Membership list and ensure its distribution.
c. Send out announcements and minutes by email.
E. CLUB GAME DIRECTOR
The Club Game Director shall:
a. Schedule and direct all details of BSSMA games until the day's Game Director's duties commence at the start of any session.
b. Schedule Club Championships and special games such as Charity Games.
c. Recruit and prepare new Game Directors for ACBL accreditation.
d. Schedule use of the Studio for lessons and/or other activities.
F. CLUB MANAGER
The Club Manager shall:
a. Maintain liaison with the ACBL and carry out such duties as assigned by the ACBL and/or the Board of Directors, including submitting applications for sanction renewals and changes.
b. Serve as Custodian of Club property and maintain an inventory of capital property and fixtures. Oversee the activities of the Club Facilities Manager.
c. Approves scheduling of special games with the ACBL. Keep the calendar in the BSSMA club room up-to-date.
ARTICLE VII SMOKING
Smoking shall not be permitted at the playing tables or in the club room. All smoking shall be in the open areas outside of the facility. The Director may, at his or her discretion, allocate breaks in order to accommodate smoking, bathroom breaks, slow play or for other game-related reasons.
ARTICLE VIII COMMITTEES
The board has the authority to appoint committees of members for matters of ethics, director calls, publicity, charity, and hospitality.
ARTICLE IX AMENDMENTS TO THE BYLAWS
A. These Bylaws shall become effective upon the date of adoption at the Annual Meeting or at a Special Meeting called for that purpose.
B. Amendments shall be made by a two-thirds (2/3) vote of the members present at Annual or Special Meeting called for that purpose, provided that the amendment(s) is (are) submitted in writing and posted at least two (2) weeks prior to said meeting.
ARTICLE X DISSOLUTION
In the event of dissolution of the BSSMA, all bridge supplies shall be either donated to another club or sold and remaining assets (after payment of all outstanding debts and obligations), if any, shall be donated to local charities.
ARTICLE XI PARLIAMENTARY AUTHORITY
The rules of Robert's Rules of Order are the parliamentary authority for all meetings of the BSSMA.
ARTICLE XII SEVERABILITY
In the event any provision of these bylaws is held invalid or unenforceable under applicable law, these bylaws shall be deemed not to include that provision and all other provisions shall remain in full force and effect.