Foothill Bridge Center

BYLAWS

ARTICLE I
Name

The name of this non-profit association shall be the Foothill Bridge Center, hereafter the Club.  It shall function within the Rules and Regulations of the American Contract Bridge League, hereafter the ACBL.

ARTICLE II
Purposes

The purposes of the Club shall be to:
A. Provide a place and the opportunity for playing bridge.
B. Preserve and stimulate interest in the art of playing competitive contract bridge.
C. Offer educational opportunities for learning bridge and enhancing playing skills.
D. Encourage the highest standards of conduct and ethics and enforce zero tolerance at all Club functions.
E. Promote a pleasant atmosphere for the enjoyment of the game.
F. Support the ACBL by encouraging membership and engaging in its activities.

ARTICLE III
Members

Section 1.  Qualification for Membership
A. Although ACBL membership is not a prerequisite, it is encouraged.
B. Anyone interested in playing bridge at the Club is eligible for membership.
C. To qualify as a member of the Club, a player:
1. Must agree to be bound by these bylaws and other rules established by the Club.
2. Must have participated in twelve (12) Club sponsored games for four (4) out of the six (6) months from January 1st to June 30th.
3. Must not have been expelled or be under suspension from ACBL or terminated by the club.
4. The President shall cause to be prepared a membership roster, using the above criteria by August 1 of each year.  This membership roster shall be valid for a one (1) year period—August 1st to July 30th.
5. Those individuals listed on the membership roster shall have voting rights at all membership meetings for the life of the roster.

Section 2.  Rights and Responsibilities of Members
A. Members shall have equal rights at all duly called membership meetings to make motions, speak in debate and vote.
B. Members shall:
1. have all the privileges of the Club
2. obey all the rules of the Club, as provided by these Bylaws and amendments thereto 
3. support the purposes described in Article II
4. abide by the will of the majority
5. not vote or act by proxy at any meeting of the Club
6. present all matters of business to the Executive Board, hereafter the Board
7. have the right, upon written request, to inspect all records of the Club at any reasonable time for a purpose reasonably related to that person’s interest
8. be entitled to reimbursement for any expenses incurred on behalf of the Club, provided that no reimbursement shall be allowed for any expenses without advance Board approval.
9. not use the membership list or any roster player information for political, commercial or religious purposes
10. be eligible and encouraged to participate in club operations, membership on the Board or in any other capacity as required.
11. have the right to recall any or all of the Board members by secret ballot by majority vote at any special membership meeting called for that purpose.
12. have the right to attend Board meetings and speak at same.
C. Conduct not consistent with these standards may be reason for termination of membership.
D. Terminated members or suspended ACBL members shall not be allowed to play bridge at the Club.

Section 3.  Dues, Guests, and Game Fees
A. Monetary dues are not required unless approved by two-thirds (2/3) of the membership.
B. Persons who are not members of the club, hereafter called guests, shall be permitted to play at the club provided they have not been suspended by the ACBL or by the club.  They are expected to adhere to the spirit of these bylaws.
C. Members and guests shall pay a game fee, established by the Board for all Club games.
D. Any special assessment of the members shall be approved by two-thirds (2/3) vote of the members at a special meeting called for this purpose, provided a quorum is present.

Section 4.  Member Suspension or Termination
A. The Board shall have the authority to terminate or suspend a member or guest from the Club.
B. Members shall be permitted to appear before the Board and offer evidence in their defense.
C. Suspension or expulsion from membership is in accordance with regulations established by ACBL provided however that such regulation shall conform to the rules of the process applicable to these Bylaws.
D. Members, regardless of cause of termination, shall forfeit all rights in and to assets and property of the Club.

ARTICLE IV
Organization

Section 1.  Club Management
A. There shall be four elected officers to the Board: President, Vice-president, Secretary, and Treasurer.  One (1) Member-at-Large shall also be elected to serve on the board.
B. A member shall not hold more than one elected position at a time.           
C. A past President may act as a non-voting advisor to the Board.

Section 2.  Eligibility
Any ACBL member, who has met the club membership requirements previous to the election, shall be eligible for any position on the Board.

Section 3.  Term of Office
A. All officers shall serve for two (2) year terms and continue to hold office until a successor is elected. 
B. The terms of the officers shall be staggered; elections for the President and Secretary shall be conducted in odd years and the elections for the Vice President, Treasurer, and Member at Large shall be conducted in even years.
C. The term of office shall begin on January 1st following the election and end on December 31st two (2) years thereafter.

Section 4.  Duties and Responsibilities of the Board 
A. The Board shall develop, adopt, and keep current a set of policies and procedures that describe how the club is to be operated. 
B. All Board members shall:
1. Abide by the bylaws of the Club, ACBL rules and all other pertinent statutes and regulations.
2. Perform the duties of their office to the best of their knowledge and ability.
3. Provide a written notice in case of resignation to the President or the Secretary.  The acceptance of such resignation shall not be necessary to make it effective.
4. Receive no compensation for their services.
C. The President shall:
1. Exercise and coordinate the affairs of the Club, subject to the approval of the Board.
2. Preside at all meetings of the Board and membership meetings.
3. Call special meetings of the Board.
4. Appoint all committee chairmen with the approval of the Board.
5. Effect strict adherence to these bylaws and any other Club rules.
6. Sign all contracts and any other obligation on behalf of the Club as directed by the Board.
7. Take no action that would be binding upon the club without specific authorization of the Board.
8. Serve as ex-officio (non-voting) member of all committees except the election committee.
9. Perform all duties incident to the office and such other duties as may be assigned by the Board or are required by law.
D. The Vice-president shall:
1. Automatically become president for the unexpired term in case of the resignation, removal of or death of the president.
2. Assist the President in his duties.
3. Act as president in their absence, exercising the powers and duties of that office subject to all its restrictions.
4. Perform such other duties as may be prescribed by law, or by these bylaws, or which may be assigned to the Vice-president by the Board or members.
5. Recommend and oversee programs to encourage membership growth and membership education.
E. The Secretary shall:           
1. Record in the minutes all resolutions and transactions of all meetings of the Club.
2. Furnish in a timely fashion after each meeting, a copy of the minutes to each Board member.
3. Provide a synopsis of the minutes for members and/or post a copy on the club bulletin board and/or its website.
4. Be custodian of Club records consisting of, but not limited to: Board and membership meeting minutes, membership lists and player rosters, contracts, leases, mortgages and tax return copies.
5. Preserve signed copies of these Bylaws and certify to adopted changes thereto.
6. Deliver in a timely manner, all said records to the elected successor.
7. Notify Club members of the annual and special meetings of the membership.
8. Perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these bylaws, or which may be assigned to the Secretary by the Board or the Club members.
F. The Treasurer shall:
1. Receive and deposit all Club funds into a bank account approved by the Board.
2. Disburse Club funds as authorized by the Board.
3. Establish and document policies for collecting funds at the Club’s games.
4. Maintain accurate records of all financial transactions of the club.
5. Report on the financial condition of the Club at Board meetings.
6. Cause to be prepared a budget for the ensuing year for approval by the Board.
7. Present a report at the annual meeting covering the Club’s financial status and major transactions of the previous year.
8. Cause to be performed an annual independent audit and present the audit report to the Board prior to the annual meeting.
9. Deliver the Club financial books and records to the elected successor.
10. Perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Bylaws or which may be assigned to the Treasurer by the Board or Club members.


ARTICLE V
Nominations and Elections

Section 1.  Nominating and Electing Committee
A. The President shall appoint a member of the Club to be chairman of this Committee no later than October 1st of each year.
1. Excluding members of the Board, the chairman will select two (2) additional Club members to serve on the committee.
2. Members of the committee are not barred from becoming nominees for office themselves unless as otherwise stated in these bylaws.
B. The committee shall select a slate of consenting nominees for each office no later than October 21st, post the slate on the Club bulletin board, and announce the slate at regularly scheduled club games for the rest of October.
C. Additional names of consenting nominees may be made from the floor when the slate is announced or may be submitted to any committee member no later than November 1st.

Section 2.  Election
A. The committee shall prepare a ballot with the names of all nominees and space for write-in candidates.
B. The committee shall conduct an election for said offices.
C. One vote for any single candidate may be cast; if there is more than one vote for any candidate the vote for that candidate will be invalid.
D. The committee shall announce a date, time, and place for counting the ballots.
E. Only valid votes will be counted.  If the ballot has an invalid vote for one office but other votes are valid, the valid votes may be counted.
F. Any member may be present at the time the ballots are counted.
G. The president will announce the elections results at each club game.

ARTICLE VI
Membership Meetings

Section 1.  Annual Meeting
A. An Annual Meeting of the membership shall be held during the third quarter of the year at such time and place as the Board may decide.  
1. The Board shall report on the overall status and health of the Club. 
2. Members shall be allowed to address this meeting. 
3. Other topics may be addressed if the members desire.
B. Notice shall be given as to the date, time and place of the annual meeting at least thirty (30) days prior to the meeting.
C. An agenda will be posted at the club one (1) week before the meeting.

Section 2.  Special Meetings
A. Except in cases of emergency, Special Meetings may be called by the President, by twenty (20) percent of the members of the Club, or by any two members of the Board, notice having been given to members at least ten (10) days prior to the meeting.
B. Business transacted at all special meetings shall be confined to the stated purpose(s) of the meeting.
C. It shall be incumbent upon the Board to develop policies and procedures to implement any actions adopted by the members at these Special Meetings.

Section 3.  Quorum
A. The presence in person of ten (10) percent of the members of the Club shall constitute a quorum.
B. Meetings at which a quorum is present may continue to transact business until adjournment as long as a quorum continues to be present.



Section 4.  Voting
A. Voting at duly authorized meetings may be by ballot, count of rising, roll call, show of hands or voice.
B. Acting or voting by proxy, telephone or electronic mail is not permitted.

ARTICLE VII
Executive Board

Section 1.  Powers and Duties of the Board
A. The Board shall govern the Club.
B. Officers shall perform the duties prescribed by these bylaws.
C. Ensure that bylaws are kept up-to-date.
D. Implement the financial plans, budget, insurance and review all receipts and disbursements.
E. Select the banks, trust companies or other depositories for the deposit of such funds and securities in the name of the club.
F. Report to members all matters of general interest, including financial reports.
G. Oversee all the business of the Club, including but not limited to: elections, selection of all meeting dates, and the making of all contracts.
H. Oversee the conduct of persons working for the Club as is deemed advisable and fix the rate of compensation.
I. Appropriate funds for the objectives set forth in these Bylaws and for the ordinary and current expenses of the club.  Any other indebtedness or liability shall be incurred by the consent of a majority vote of the members present at any meeting with a quorum, unless an emergency.

Section 2. Limitations of the Board
A. The Board cannot create offices, add to its membership, fill any vacancy, elect officers, and punish members, except as provided in these bylaws.
B. Board members shall not vote on decisions in which they face possible personal gain
C. Acting or voting by proxy is not permitted.  Electronic voting is allowed for Board purposes only.
D. Any expenditure of more than $500 beyond the current budget must be presented to the membership for approval unless an emergency.

Section 3.  Board Meetings
A. Board meetings shall be held at least four (4) times each year.
B. The Board shall determine the time and place of meetings.
C. A majority of the serving Board members shall constitute a quorum for the transaction of business.
D. Special meetings may be called at any time by the President or any two (2) members of the Board.
E. Committee chairmen may attend a Board meeting and make a report or recommendation but shall have no vote. 
F. Attendees may be removed for cause from any Board meeting provided a majority of the Board shall so vote.

Section 4.  Ex-Officio Members
A. The President may, with Board approval, appoint Ex-officio members or non-voting advisors to the Board.
B. Ex-officio members of the Board shall have the right to make recommendations for Board action.
C. When an ex-officio member ceases to hold the office their membership on the Board terminates automatically.

Section 5.  Vacancies
A. Vacancies of a Board member shall exist upon the death, resignation, moving out the jurisdiction of the Unit or removal from the Board.
B. With the exception of the President, any vacancy on the Board shall be filled by majority vote of the remaining Board members even though less than a quorum.  If the President is unable to serve, the Vice-president will fill his position and a new Vice-president shall be selected.
C. Persons appointed to fill vacancies on the Board shall hold office for the balance of the term of their predecessor or until their removal or resignation.

Section 6.  Removal of Members from the Board
A. Any member or ex-officio member who fails to perform the duties and responsibilities of the office may be requested to resign from the Board by the Board by a written notice.
B. If that member refuses to resign, then the member shall be notified in writing, by registered mail of the charges against him at least ten (10) days prior to a scheduled hearing. The member shall be given an opportunity to be heard before the Board and to be represented by counsel of his choosing.
C. A majority vote of the Board at this meeting shall be sufficient to remove this member from the Board.

ARTICLE IX
Committees

Section 1. Committees
A. The President shall establish committees as required to support the Club with the approval of the Board.     
B. The President, with the approval of the Board, will appoint the chairman of all committees
C. With the exception of the nominating committee, there shall be no restriction of Board members serving as chairmen or members of a committee. 
D. The chairman of each committee will select the members of the committee.
E. Committees shall:
1. Have the powers and duties designated by the Board and/or the policies and procedures.
2. Make nonbinding recommendations to the Board.
3. Submit a report at the annual meeting.

Section 2.  Special Committees
A. The Board may appoint Special Committees to carry out specific tasks at the completion of which, or upon presentation of its final report, the committee automatically ceases to exist. 
B. Special Committees may be dissolved by the President with Board approval.

ARTICLE X
Miscellaneous

For purposes of interpretation of the bylaws, whenever the context indicates, the masculine gender shall encompass the feminine and neuter, and the singular shall encompass the plural, or vice versa.


ARTICLE XI
Dissolution

In the event of dissolution of the Club, the net assets shall be applied and distributed as follows:
A. All liabilities and obligations shall be paid, satisfied and discharged or adequate provision shall be made thereof.
B. Assets held by the Club upon condition requiring the return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirement.
C. After satisfying all liabilities and obligations, all remaining assets and funds in the treasury shall be donated to the ACBL Charity Foundation.
D. No Member shall be entitled to share in any distribution of the club’s assets upon the dissolution of the Club.



ARTICLE XII
Parliamentary Authority

In all matters which could be set forth in the bylaws but are not otherwise covered by these bylaws and special rules of order, the operations of this association shall be governed by Robert’s Rules of Order, Newly Revised, which is hereby made a part of these bylaws.

ARTICLE XIII
Amendments

Section 1.  Procedure         
A. An amendment or revision of these Bylaws may be proposed by either a vote of the Board or a signed petition from twenty (20) percent of the members of the Club.
B. The President with the approval of the Board may appoint a Bylaws committee.
C. Members shall be notified of the proposed amendments or revisions at least thirty (30) days prior to voting.
   
Section 2.  Voting
A. At a Special Meeting of the members, amendments or revisions may be adopted by a two-thirds (2/3) vote of the members in attendance, provided a quorum is present.
B. An election shall be held at a time not less than fifteen (15) days after the members have copies of the proposed amendment or revision.
C. The final vote on a Bylaws amendment or revision should be counted and recorded by the Secretary in the minutes.

Section 3 – Effective Date
An amendment to the Bylaws or a revision goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion.






Adopted   _______________________________________, 2008




Bylaw Revision Committee

Teri Smoot, Chairman
Gayle Heslop   Glenn Holsonbake                
Mary Glaser            Fran Schroder
Bob Viersen



Competitions shall be held at such times and under such conditions as the general committee or any sub-committee shall determine.

Any suggestions or complaints regarding the arrangements of "The Club" shall be submitted in writing and handed to the secretary or any member of the general committee and shall be considered at the next committee meeting.

"The Club" accepts no responsibility whatever for the property or belongings of any member or visitor whilst on the premises of "The Club".

Any matter not provided for in these regulations and all questions arising regarding their construction or implication shall be decided by the general committee.

The Chairman, Treasurer and Secretary and members of the general committee shall not be responsible, either individually or jointly, for any liabilities incurred by "The Club". All members shall be equally responsible for any liabilities incurred during their time of membership.

Alterations, additions or amendments to these regulations and constitution cannot be made except by a resolution at a general meeting.

These regulations and constitution were adopted at the Annual General Meeting held on 1st of January 2000.