About the Bylaws
Las Vegas Unit 373 is governed by the bylaws below, which went into effect December 1, 2013.
BYLAWS OF THE AMERICAN CONTRACT BRIDGE LEAGUE
LAS VEGAS UNIT 373
Article I: Organization Name and Definitions
The name of this nonprofit organization shall be The American Contract Bridge League Las Vegas Unit 373, hereafter referred to as the “Unit.”
The Unit shall maintain a website, hereafter referred to as the “Unit Website,” at www.lasvegasbridge.com. Notification of Board of Directors meetings, membership meetings, Unit games, and other activities may be made by mail, email, or posting on the Unit Website as appropriate.
Article II: Affiliation
- Exists under a charter granted by the American Contract Bridge League, hereafter referred to as the “ACBL,” and functions within the Bylaws and Regulations of the ACBL;
- Is a member unit of, and is subject to regulation by District 17 of the ACBL, hereafter referred to as the “District”;
- Recognizes the ACBL as the parent organization, having authority and jurisdiction over Tournament Bridge.
The geographical area over which the Unit has jurisdiction shall be the area assigned to it by the Board of Directors of the ACBL, which may be modified from time to time.
Article III: Objectives
Unit assets and property shall be used solely to promote the objectives of the Unit, as herein defined. The Unit’s objectives are:
- To preserve and promote the best interests of and to stimulate interest in the art of playing competitive duplicate bridge and any modification thereof;
- To preserve and promote membership in the ACBL Unit and in the Unit;
- To broadly promote bridge, and in pursuance of such, the Unit shall cooperate with bridge clubs within the Unit;
- To promote the development and growth of ACBL-affiliated clubs in the Unit;
- To prescribe rules of eligibility for participation in tournaments under its auspices;
- To encourage the highest standards of conduct and ethics by its members and to enforce such standards;
- To consider and pass upon reports of dishonest, unethical or improper conduct of participants in tournaments and Unit games, and to bar or suspend persons found guilty of such conduct by review of the Conduct & Ethics Committee;
- 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 causes;
- To conduct such other activities that will foster the advancement of and interest in the play of duplicate bridge.
Article IV: Membership
Membership in the ACBL carries with it membership in the Unit, subject to the conditions outlined in this Article.
- Any person residing within the jurisdiction of the Unit, subject to ACBL and/or District regulations, is eligible for membership. A person residing outside the jurisdiction of the Unit may become a member with approval from the ACBL.
- Any ACBL member who maintains a residence within the Unit, and selects the Unit as their home unit, is a member of the Unit. Such person, upon favorable action, shall become and remain a member unless:
- He changes his residence to a place outside the jurisdiction of the Unit and becomes a member of another unit; or
- He has failed to pay his dues in accordance with regulations of the ACBL; or
- He has been suspended or expelled from membership in accordance with
the ACBL Code of Disciplinary Regulations or other regulations established
by the ACBL.
Members of the Unit shall be required to abide by and to conduct themselves in a manner consistent with the Bylaws, regulations, policies, code of conduct and ethical standards established by the ACBL.
Article V: Dues
Annual dues shall be in the amount fixed by the ACBL.
The Unit shall have no power to levy assessments.
Article VI: Rights and Duties of Members
- The right of any Member to vote on the business which may properly be presented to the membership for action shall be governed and determined as prescribed by these Bylaws.
- The time and place of Board of Directors meetings shall be posted in advance on the Unit Website.
- Any Member may attend any Board meeting, but the right to place an item on the agenda for consideration by the Board or to enter into the discussion of any topic under consideration shall be granted only at the discretion of the President. Any member violating this provision may be asked to leave.
- A member who wishes to address the board during the Member Comment Period must inform the President before the meeting is called to order. Each member will have a limited time to speak.
- Special meetings of the membership of the Unit may be called by the President, by the Board of Directors, or on petition by not less than 5% of the members entitled to vote.
- Special meetings require the Board of Directors to notify the membership within 10 days, in written format, either by mail or email.
- A quorum for the transaction of business at any annual or special membership meeting shall consist of 5% of the members eligible to vote, as of the most current Unit roster provided by the ACBL.
Article VII: Eligibility to Vote
To be eligible to vote:
- A member must be in good standing in accordance with Article IV of these Bylaws.
- No proxy voting shall be permitted.
- A member’s name must appear on the most current Unit Roster.
- Snowbirds may vote while in residence if they have notified the ACBL of their unit affiliation.
Article VIII: Board of Directors
- The Las Vegas Unit Board of Directors, hereafter referred to as the “Board,” shall consist of nine (9) voting members, eight (8) elected and one (1) appointed to represent the “under 300 Masterpoints” category of the membership. Each elected director shall hold office for a term of two (2) years and shall hold office until his successor has been duly elected or appointed. The candidates receiving the highest number of votes shall be elected each year to fill the open positions. Each elected Board member will serve a two (2) year term. The Board may modify term lengths to evenly stagger the terms of office. In the event of a tie vote for the final board member position, tied candidates will draw lots to determine the winner. Candidates will draw one card from a regulation bridge deck of cards alphabetically by last name; high card drawn as dictated by bridge rank will determine who is elected.
At the first meeting of the calendar year, the ninth board member shall be appointed by the Board from the "under 300 points" category of members.
Each club may designate a representative to serve as an advisory member of the Board. Advisory members may present written advice and suggestions, or may request agenda time for oral presentation. Club representatives are not eligible to vote.
Notice of the time and place of Board meetings will be posted on the Unit Website; and minutes of Board meetings shall be posted on the Unit Website as soon as approved.
- Election of Board Members shall be as follows:
There shall be two General Membership Meetings; the first for the nomination of candidates for the upcoming year’s Board and the second for conducting the election.
- The President of the outgoing Board shall select a date for a Nominating General Membership Meeting to be held in November of each year and shall advise the Secretary to notify all members in good standing, giving the purpose, time, date and place of said meeting. Notice of the Nominating General Membership Meeting will be made by mail or email at least fourteen (14) days in advance of the meeting. Additionally, notice of the meeting will be posted on the Unit Website at least two weeks (14 days) in advance of the meeting.
- The President, prior to the Nominating General Membership meeting,shall poll the current Board Members for nominations for the ensuing year’s Board. All nominations approved by Board vote will be submitted at the Nominating General Membership meeting by the Secretary.
- At the nomination meeting, after the reading of the Board’s nominations, the President will call for further nominations from the floor. After the nominations for the Board have been closed, the President shall call for the nomination of three (3) members of the Unit to serve with one (1) Board member, who is not running for re-election, on a Vote-Counting Committee at the Election General Membership Meeting.
- The President of the outgoing Board shall set the date for the Election General Membership Meeting, to be held concurrently with a Unit Game, as soon as possible after the Nominating General Membership Meeting. The Secretary will prepare a ballot which shall be mailed to all eligible members of the Unit. The ballot will contain the names of the nominees, listed alphabetically by last name, and will state the time and place for voting, which will be the Election General Membership Meeting. All completed ballots shall be returned to the Secretary, or one other Director appointed by the Board to assist the Secretary, at the Election General
Membership Meeting. The Secretary and the Vote-Counting Committee Board member will deposit each ballot in a sealed voting receptacle and record the name of each member voting to validate eligibility and to assure that no member votes more than once. Voting will close at the start of the Unit Game. After the voting is closed, the Vote-Counting Committee will count the ballots and advise the membership of the results. Any member has the right to be present at the ballot counting. Any member may examine and tally the results.
- The Notification mailed to each eligible member informing them of the Election Membership Meeting shall advise them of the provisions for absentee voting.
- Any member who is unable to attend the Election General Membership Meeting may submit an absentee ballot enclosed in a sealed envelope with the member’s name written on the outside of the envelope to the Secretary or a designated club which will forward it to the Secretary prior to the Election General Membership Meeting.
As soon as possible after January 1, the President shall call a meeting of the Board. The Board shall consist of the newly elected members, plus the continuing members. The outgoing President shall act as temporary Chairman of said meeting for the purpose of conducting an election for the President of the new Board. The outgoing President will then turn over the Chairmanship of this meeting to the newly elected President. The latter will preside while the Board elects a Vice-President, Secretary and Treasurer. The newly elected officers will serve in their capacities for the calendar year. Nothing in these Bylaws shall be construed to prevent an officer from succeeding himself.
- The President shall call a meeting of the Board at least once every other month.
- A quorum of the Unit Board of Directors for the transaction of business shall consist of not less than a Majority (fifty percent or greater) of the elected Board.
- The President, with the Board’s approval, may appoint additional members to fill vacancies until the next election, providing that said members are members in good standing of the Unit.
- In the absence of specific Bylaws to the contrary, Roberts’ Rules of Order, Revised, shall govern the conduct of all Board and General Membership Meetings.
- In addition to the powers granted by others provisions of these Bylaws and by the laws of the State of Nevada: the Board shall have the following powers and duties:
- To acquire, hold, administer, maintain and dispose of all property of the Unit;
- To appropriate Unit funds for the purposes set forth in these Bylaws;
- To review all receipts and disbursements of the Unit and to provide that every other year and/or upon change of treasurer, the Board shall obtain an independent auditor, who is free from selfish motive or interest, to audit the receipts and disbursements of the Unit and report his findings to the Board of Directors;
- To provide that all Board members are covered by the ACBL Directors and Officers Liability Insurance and Employment Practices Liability Insurance policies.
- To conduct, manage, supervise and control all of the business of the Unit including, but not limited to, the conduct of tournaments, making contracts in connection with each tournament, and obtaining liability insurance for each tournament.
- To censure, suspend, expel, or otherwise discipline any member in accordance with the ACBL Code of Disciplinary Regulations.
Article IX: Directors’ Fiduciary Duties and Standards of Conduct
- Each Director is subject to a duty of care to the Unit in the performance of his duties as a Director, which includes, without limitation:
- The obligation to carry out his duties as a Director in good faith and in a manner the Director reasonably believes to be in the best interests of the Unit;
- The obligation to refrain from entering into any transaction with the Unit, or causing the Unit to enter into any transaction, from which the Director will personally receive any benefit in money, property, or services to which the Director is not legally entitled; and
- The obligation to keep confidential any nonpublic information or data belonging to the Unit.
- Each Director will use reasonable care to recognize and attempt to avoid personal conflicts of interests, such as taking any action that would be inconsistent with, or adverse to, the activities of the Unit, or that confers an unfair advantage or preferential treatment upon the Director, or any family member or friend of the Director.
- Each Director will refrain from voting, or attempting to influence the vote of other Directors, on any matter that comes before the Board of Directors if the Director reasonably believes that his participation in the matter is likely to result in actions that are illegal or otherwise in conflict with the Director’s duties to the Unit.
- Each Director will, before the Board of Directors acts with respect to any matter in which the Director (or a member of the Director’s family) has a direct or indirect personal interest, disclose to the Board of Directors the material facts concerning the Director’s direct or indirect personal interest in said matter.
Article X: Removal
Any Officer or Director may be removed from office for cause as listed below:
- Absence from three (3) consecutive meetings, unexcused by the President, shall be cause for removal without the formality of impeachment.
- Other cause for removal may be, but is not necessarily limited to, misfeasance or malfeasance, gross misconduct, or failure to account adequately for Unit funds entrusted to that Officer or Director. At any meeting of the Board containing a quorum, a finding of probable cause by three-fourths (3/4) of the Board members present shall initiate impeachment proceedings. Any Officer or Director against whom impeachment proceedings have been brought shall be given the opportunity to be heard before the Board; shall be notified in writing by registered mail of the charges against him and the time and place of the hearing; and shall be given the opportunity to be represented by
counsel of his own choosing. A vote to remove by three-fourths (3/4) of the Board members present at a meeting of the Board of Directors containing a quorum of the elected directors shall effect removal.
Article XI: Unit Finances
- The right to own property shall be vested in the Unit.
- The fiscal year of the Unit shall commence on January 1st and end on December 31st.
- An annual proposed budget for each tournament, event and activity to be conducted by the Unit will be presented for review and discussion at the second Board meeting of each year.
- The Treasurer will submit a financial report to the Board for each Unit event and/or tournament.
- The Treasurer shall have care and custody of the Unit’s funds and securities, shall maintain a complete list thereof, and shall maintain all Unit financial records for the preceding seven (7) fiscal years. He shall keep an accurate account of all receipts and disbursements, shall submit a financial report at each meeting of the Board, shall file necessary Unit tax returns on a timely basis, and shall be responsible for publishing an annual statement of assets and profit and loss to be posted on the Unit Website. He shall deposit all Unit funds in a bank approved by the Board. All checks in excess of two hundred fifty dollars ($250) must be countersigned. The President, the Vice-President or any other Board member designated by the President and approved by a majority of the Board may act in such capacity for a specifically defined period of time.
Article XII: Disposition of Assets
In the event of the termination of the Unit, the assets of the Unit may be sold bythe Board of Directors under the following conditions:
- A majority of those present and voting at a membership meeting or duly constituted special meeting vote to sell the assets of the Unit.
- The laws of the U.S.A., the State of Nevada, and ACBL shall be followed.
- Upon dissolution of the Unit, after payment of all liabilities and debts, assets shall be transferred into the newly merged unit or to an appropriate ACBL entity.
Article XIII: Amendments to Bylaws
- These Bylaws may be amended at any general meeting by a two-thirds (2/3) vote provided the amendment has been submitted in writing via mail or email to the general membership at least fourteen (14) days prior to the annual membership meeting or any special meeting called for the purpose.
- Amendments may originate in the following manner:
- By action of the majority of the Board of Directors and submitted to the Secretary for proper notice to the general membership;
- By petition of 20% of the members submitted to the Secretary for publication to the general membership having due regard for the fourteen (14) days’ notice, prior to the regular or specifically called meeting;
- In the absence of specific wording to the contrary, any amendment
adopted shall become effective upon adjournment of the meeting at
which it was adopted.
Article XIV: Standing Committees
The President, with the approval of the Board of Directors, shall appoint such Committees as may be necessary to perform the functions of the organization and he shall define their duties. Among the Committees appointed by him shall be the following Standing Committees, whose membership may include non-Board members:
CONDUCT AND ETHICS
Article XV: Unit Games
There shall be a nonplaying Director for all Unit games. The Unit shall endeavor to utilize its unit sanctions and provide a variety of unit games and activities.