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  By Laws

BY-LAWS OF THE CASTLE ROCK BRDIGE CLUB

OF THE AMERICAN CONTRACT BRIDGE LEAGUE

(A corporation not-for-profit under the provisions of the Colorado non-Profit Corporation Act)

MISSION OF THE ORGANIZATION

        To develop Castle Rock Bridge into a larger and more comprehensive group, offering bridge activities and services, within the economic limits of the non-profit corporation. To endeavor to satisfy the needs of the bridge community, both social and competitive.

        To promote the education of the members, to further community welfare in broadening the interest in duplicate bridge and educating new people to the game and sport of contract bridge.

        To provide for a permanent competitive Duplicate Bridge Club in the Castle Rock area. To maintain a capital fund and raise money through budgeted savings, donations and bequests, for the purpose of establishing and maintaining a permanent club facility.

        To encourage the highest standards of conduct and ethics by the members and to enforce such standards..

        To stress friendliness within the club, and to new persons attending.

        To conduct such other activities as may be in keeping with the club's objectives.

        To develop Castle Rock Bridge into a larger and more comprehensive group, offering bridge activities and services, within the economic limits of the non-profit corporation. To endeavor to satisfy the needs of the bridge community, both social and competitive.

        To promote the education of the members, to further community welfare in broadening the interest in duplicate bridge and educating new people to the game and sport of contract bridge.

        To provide for a permanent competitive Duplicate Bridge Club in the Castle Rock area. To maintain a capital fund and raise money through budgeted savings, donations and bequests, for the purpose of establishing and maintaining a permanent club facility.

        To encourage the highest standards of conduct and ethics by the members and to enforce such standards..

        To stress friendliness within the club, and to new persons attending.

        To conduct such other activities as may be in keeping with the club's objectives.

  •        To develop Castle Rock Bridge into alarger and more comprehensive group, offering bridge activities and services,within the economic limits of the non-profit corporation. To endeavor tosatisfy the needs of the bridge community, both social and competitive.

           To promote the educationof the members, to further community welfare in broadening the interest induplicate bridge and educating new people to the game and sport of contractbridge.

           To provide for apermanent competitive Duplicate Bridge Club in the Castle Rock area. Tomaintain a capital fund and raise money through budgeted savings, donations andbequests, for the purpose of establishing and maintaining a permanent clubfacility.

           To encourage the higheststandards of conduct and ethics by the members and to enforce such standards..

           To stress friendlinesswithin the club, and to new persons attending.

           To conduct such otheractivities as may be in keeping with the club's objectives.

ARTICLE I CLUB JURISDICTION

The principle area of the Corporation shall be located in the City of Castle Rock, Colorado.  The geographic area within which this club shall have jurisdiction shall be such area as is presently or may be assigned in the future to it by the Board of Directors of the ACBL.

ARTICLE II MEMBERSHIP

Any person of good moral character is eligible for membership, and no person shall be denied membership because of race, creed or color.  Any person, upon favorable action, shall become and remain a member unless such person has been suspended or expelled from membership in accordance with regulations established by the ACBL and the Board of Directors of Unit 361, 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.

ARTICLE III BOARD AND MEMBERSHIP MEETINGS

1.        The club Board of Directors shall hold a minimum of four (4) meetings each year, one of which shall be designated the annual meeting.

2.       The President, or designee, shall schedule all meetings of the club Board of Directors.

3.       Roberts Rules of Order shall govern all meetings of the club Board of Directors.

4.       Meetings of the Board of Directors shall be open to all club members.  All club members and Directors may attend any meeting at which club business is conducted.

5.       There shall be an annual meeting of the members, called primarily to elect new members to the Board of Directors.

a.        The meeting shall be held in the first quarter of each calendar year.

6.       Special meetings of the membership may be called at any time to consider specific subject matters by the club Board of Directors or by the President, or by petition of the members, signed by at least 10 percent of the current membership.

7.       For all issues other than a change to the by-laws, a simple majority of club members is needed for approval

ARTICLE IV CLUB BOARD OF DIRECTORS

1.       Number of Directors

a.        The affairs of the club shall be managed and conducted by a Board of Directors consisting of nine (9) voting members, all of whom must be members of the club.  Each Director shall hold office for two (2) calendar years following the annual membership meeting at which he/she is elected.

2.       Nomination and Election of Directors

a.        Candidates for Director shall be nominated and elected from and by the membership of the club.

3.       Vacancies

a.        Resignation of a Director must be made in writing to the Board of Directors and shall become effective at the end of the meeting following receipt of the resignation.

b.       The Board of Directors shall fill any vacancy on the club Board with interested and willing members.

c.        The person(s) so appointed shall hold office for the balance of the unexpired term(s) they fill

4.       Term Limitation

a.        A member of the Board of Directors shall serve no more than three (3) terms in succession.  In the event of a partial term, one year or more shall constitute an entire term.  Any Board member who has served three (3) consecutive terms shall not be eligible to serve again for three (3) years. 

5.       Quorum

a.        A quorum of the club Board of Directors for the transaction of business shall consist of not less than five members of the Board.  A motion shall not be considered passed with less than four (4) affirming votes.

6.       Power and Duties

The business and affairs of the corporation shall be managed and conducted by the Board of Directors, which shall exercise all of the powers of the corporation and the club.  In addition to the powers herein granted by other provisions hereof, and by the laws of the State of Colorado, the club Board of Directors shall have power and duties including, but not limited to:

a.        Conduct, manage, supervise and control the business of the club

b.       Negotiate for any contract services

c.        Acquire, hold, maintain and administer all properties of the corporation,

d.       Formulate and maintain an annual budget, with a fiscal year from January 1 through December 31.  The budget shall be available to the membership.

e.       Prepare and summarize a record of all receipts and disbursements of the corporation within 60 days after the close of the fiscal year.  The corporations financial records, including the checking account, shall be available for examination by any member at any reasonable hour.

f.         Maintain a website accessible by all members

g.        Formulate and maintain a policy book in the form of Board minutes.

7.       Election Procedures

Board members shall be elected by a simple majority vote at the annual meeting.

ARTICLE V CLUB OFFICERS

1.       Election of Club Officers

The Board of Directors shall elect all Officers at its first meeting after the election and the persons elected shall hold office for two (2) years or until successors have been duly elected.

2.       Number

The Officers of the corporation shall consist of a President, Vice President, Secretary and Treasurer.

3.       Duties

a.        The President shall supervise and control the business and affairs of the corporation and preside over the meetings of the Board of Directors.  He/she shall appoint such committee Chairpersons as may be necessary and, in general, shall discharge all duties incident to the office of the President.

b.       The Vice President shall exercise all functions of the President in the absence of said officers.  He/she shall be primarily responsible for coordinating club Championship, Charity and extended team games.

c.        The Secretary shall be the custodial of the corporate records and, in general, discharge all duties incident to the office of Secretary

d.       The Treasurer shall keep regular books of account, prepare the budget, disburse funds in payment of just demands, render to the members an annual report of the financial condition of the corporation and in general discharge all duties incident to the office of Treasurer.

ARTICLE VI REMOVAL

Any Officer or Director may be removed for cause at any meeting of the Board of Directors provided two-thirds of those present constituting a quorum shall vote so.  Any officer or director against whom removal is sought shall be notified in writing, by registered mail, of the charges against him/her at least 10 (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 counsel of his own choosing.  Unexcused absence from three (3) consecutive meetings may be cause for removal of a Director.

ARTICLE VII COMMITTEES

The President shall appoint such committees as may be necessary to perform the functions of the organization.  Standing committees shall be appointed with the approval of the Board of Directors. 

ARTICLE VIII AMENDMENTS TO THE BY-LAWS

Amendments to the by-laws may be made by the members of the club upon petition signed by at least 10 percent of the membership and submitted to the Secretary at least sixty (60) days in advance of the annual meeting or any 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.  Concurrence of two-thirds of all members present and voting shall be required to pass any amendment.

ARTICLE IX UNSPECIFIED POWERS

Powers not specifically prescribed to an officer, individual or other entity by the by-laws or policies of the club, by the laws or rules of ACBL, or derived by the authority of the Board of Directors shall remain vested in the collective wisdom of the Board, or when required, a majority vote, after proper notification, of the general membership of the club.

ARTICLE X INDEMNIFICATION

Since this club is a not-for-profit, social organization, organized under IRS and State of Colorado regulations, and since the club Board members, Officers and committee members are all volunteers and not paid by the club, the club shall hold them harmless from all claims and liability except for instances involving fraud or felonious behavior.

ARTICLE XI TERMINATION OF CORPORATION EXISTENCE

Since this is a Colorado not-for-profit corporation, any assets of the corporation at the time of its termination shall be transferred to another eelymonsonary institution, specifically the Colorado Agricultural Leadership Foundation, a not-for-profit entity, or its successor.

Signed this _______________________ day of _______________________ 2011

President: ________________________________________________________

Secretary: ________________________________________________________

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