TAOS DUPLICATE BRIDGE CLUB INC
A New Mexican Nonprofit Corporation
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Taos County, State of New Mexico.
SECTION 2. CHANGE OF ADDRESS
The Board of Directors may change the principal office from one location to another within the named county or within the United States by noting the changed address and effective date, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.
SECTION 1. IRC SECTION 501(c)(7) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(7) of the internal revenue code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(7) of the Internal Revenue Code.
SECTION 2. OBJECTIVES AND PURPOSES
The Taos Duplicate Bridge Club is dedicated to promoting, growing and sustaining the game of bridge and serving the bridge-related interests of our members. Our programs include conducting bridge games for members and raising funds for charities; bridge lessons; and bridge-related holiday parties.
As a sanctioned member of the American Contract Bridge League, Taos Duplicate Bridge Club operates within the boundaries of Unit 381 of that league, which is comprised of northern New Mexico.
SECTION 1. CLASSES
The corporation shall have one class of members.
SECTION 2. QUALIFICATIONS OF MEMBERS
Any person with an interest in supporting the objectives of the organization, who maintains at least a part-time residence within the jurisdiction of the Club (northern NM) is a member in good standing of the American Contract Bridge League, and has participated in at least five sanctioned games at the TDBC within the past year shall become and remain a member unless:
(a) They no longer maintain a residence within the jurisdiction of the Club.
(b) They have ceased to be a member in good standing of the ACBL.
(c) They have resigned from the Club in writing.
(d) They have failed to participate in at least five sanctioned events at the Taos Duplicate Bridge Club during the past year.
SECTION 3. DUES OF MEMBERS
Members are not required to pay annual dues, but the Board of Directors may in the future decide from time to time that members shall be required to pay annual dues.
SECTION 4. BENEFITS OF MEMBERSHIP
Members shall have various benefits, such as participation in Club games and tournaments, access to Club and ACBL member website log-in, bridge lessons, announcements of events, and other benefits as may be specified from time to time by the Board of Directors.
SECTION 5. VOTING RIGHTS OF MEMBERS
Members may vote on the following matters only: election of Directors, amendments to these Bylaws, and dissolution of the organization.
SECTION 6. ANNUAL MEETING OF MEMBERS
Members shall meet annually in November, at such time and at such place within Taos County, New Mexico, as may be designated by the Board of Directors.
SECTION 7. SPECIAL MEETINGS OF MEMBERS
Special meetings of the members may be called at any time by the Board of Directors or by the President, or by petition signed by one quarter (25%) of the Club’s membership. A quorum for the transaction of business at any annual or special meeting shall consist of the members present. No proxies shall be permitted.
SECTION 8. NOTICE OF MEMBERS’ MEETINGS
Notice of the annual meeting and special meetings shall be by a mailing by mail and/or by email to the members, stating the place, date and hour of the meeting. The written notice shall be postmarked not less than ten days nor more than sixty days before the meeting and shall be mailed to the member’s mailing address and/or email address as it appears on the membership list of the corporation. Notice of any special meeting shall contain an agenda of the matters to be taken up at such meeting. No other business shall be acted upon at such special meeting.
SECTION 1. NUMBER
The corporation shall have a minimum of five (5) and a maximum of nine (9)
directors. The Past President shall be included in the Board for one year after her/his term expires. Collectively they shall be known as the Board of Directors.
SECTION 2. EX-OFFICIO DIRECTORS
The Board of Directors may appoint ex-officio directors to the Board for a term of one, two or three years. Terms may be renewed. Ex-officio directors are honorary directors. They will be notified of all Board meetings. They do not have a vote.
SECTION 3. COMPOSITION OF BOARD
Directors must be members of the Club in good standing, including having permanent residence within the boundaries of the Club. If the Club Manager is not a Director, she/he shall be included in the Board as a non-voting Director.
SECTION 4. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken, the activities and affairs of this corporation shall be conducted shall be exercised by or under the direction of the Board of Directors.
SECTION 5. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Govern the corporation, to include, but not limited to, approving program policies, personnel policies, annual budgets, long-range planning documents and other essential activities relevant to the long-term health of the corporation;
(c) Appoint and employ and except as otherwise provided in these Bylaws, prescribe duties and fix the compensation of, and to supervise, the manager (or equivalent title), in the event that the corporation hire someone to manage the organization;
(d) Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe duties and fix the compensation of, and to supervise contractors, agents and employees of the corporation.
(e) Meet at such times and places as required by these Bylaws;
(f) Register their phone numbers and addresses with the Secretary of the corporation. Notices of meetings phoned, mailed, faxed or e-mailed to them at such addresses shall be valid notices thereof.
(g) Acquire, hold, and administer all property of the Club.
(h) Authorize the use of Club funds for the purposes set forth by the Board.
(i) Regularly review the financial status of the Club and report to the membership.
(j) Set the fees for Club Games.
(k) Conduct and manage all of the business of the Club, including but not limited to, the filing of periodic reports to the ACBL as may be required, and the conduct of tournaments.
(l) Appoint a Club Manager whose duties shall be defined by the Board and ACBL requirements.
(m) Appoint a bookkeeper for its record keeping if these duties will not be performed by the Treasurer.
(n) Appoint Club Game Directors as appropriate to ensure that all games are conducted in a timely and cordial manner and follow the rules and regulations of the ACBL. The Board shall appoint a committee to handle appeals of Game Directors’ rulings that are not based on conduct and to oversee general disputes about ACBL’s Laws, Rules and Regulations.
(o) Establish a procedure for taking disciplinary action:
(1) The Board shall appoint a standing disciplinary chairperson who shall be the charging party to address any disciplinary complaint made to the Board.
(2) The Game Directors shall maintain discipline and make rulings as necessary at all club games that they direct.
(3) The ACBL’s Zero Tolerance Policy (ZTP) shall be in effect at all games and events conducted under the sanctions of the Club.
(4) When necessary, the Board will appoint a disciplinary committee of at least three well-respected members of the bridge playing community who represent the diverse makeup of the Club. In accordance with the ACBL Code of Disciplinary Regulations (CDR), such committee has the authority to hear any appeal from the rulings on discipline that may be made by the Game Director at a Club game.
If suspension from one or more games is part of the discipline recommended or imposed, an appeal to the Board shall be automatic. Any such suspension shall be delayed until the appeal has been heard.
(5) The Board shall have the authority to expel any Member or guest from the Club for reasons deemed sufficient by a two-thirds (2/3) majority of the Board. Members shall be permitted to appeal any disciplinary action taken by the Board, and to have a hearing in which they can provide evidence in their defense. The member also may submit an appeal to the Unit Board of Directors.
SECTION 6. TERM OF OFFICE
The term of office of the directors will be two (2) years. As much as possible, terms shall be staggered to maintain staggered expiration of terms. A director may serve unlimited terms.
SECTION 7. COMPENSATION
Directors shall serve without compensation. Directors shall be allowed reasonable reimbursement of the expenses incurred in the performance of their duties upon submission of a receipt to the Secretary.
SECTION 8. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other places as may be designated from time to time by the Board of Directors.
SECTION 9. REGULAR MEETINGS
Regular meetings of Directors shall be approximately quarterly, with a minimum of four times a year.
SECTION 10. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President or by a majority of the Board in writing. Such meetings shall be held at the principal office of the corporation, or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 11. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) Regular Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each regular meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by e-mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
(b) Special meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by e-mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification and/or e-mail, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within forty-eight (48) hours of the first facsimile transmission or e-mail.
SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the members of the Board of Directors. A majority is defined as one-half plus one of the Board. If members leave the meeting and less than a majority remains, a quorum shall be deemed to still exist.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be approved by the Board at any meeting at which the required quorum is not present at some time during the meeting. In the event of there not being a quorum at some point during the meeting, those directors who are present may consider and make motions and vote on the motions, but such motions are not approved until absent directors are contacted by phone or email and have voted on the motion. After directors have voted, whether in person or by fax, phone or email, a majority vote constitutes Board approval of the motion.
SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the corporation, or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of meetings of the board, except that, in the Secretary’s absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
SECTION 15. ELECTION OF DIRECTORS
Nominations: Any person who meets the requirements for membership in the TDBC may submit their name to a member of the current Board of Directors to be on the Board of Directors to be seated in December. Names shall be accepted for vacancies on the Board after October 1st; Names will no longer be accepted after October 31st. The Board will verify the qualifications of all candidates.
Election of Directors: As long as no more than nine qualified members have submitted their names for the Board of Directors, no election will be necessary. All qualified members will be added to the Board. If there are more than 9 names submitted for the Board, ballots will be distributed at all sanctioned games and by email once the slate of nominees is published. Every qualified Member may vote and either hand deliver their ballot or email it to the designated officer from their email address of record at any time once the slate of nominees is published. Ballots must be submitted by the last Wednesday in November. Those candidates receiving the most votes shall be the elected Board of Directors; results will be announced at the Annual Meeting.
SECTION 16. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.
Directors may be removed from office, with or without cause, as permitted by and in accordance with these Bylaws, by a majority vote of the Board of Directors. Failure of a director to attend three (3) consecutive regular meetings without notification to the President or Secretary prior to the meetings may be a cause for removal. Any officer or director to be removed shall be notified in writing of the removal at least ten (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 an advocate of their own choosing.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of the law, vacancies of the Board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office to the end of the term of the replaced director.
SECTION 17. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by the State in which it is incorporated as the same exists or may be amended. All such persons shall be indemnified and held harmless by the corporation against all expenses, liability and loss (including attorney’s fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with the indemnified action or inaction and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators.
SECTION 19. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The Board may create any other offices that it wishes to. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of the law, any two of the offices may be held by one person.
SECTION 2. QUALIFICATIONS
Only a director of the corporation may serve as an officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
The December meeting of the Board of Directors shall be attended by both current and newly elected Directors. An agenda item of that meeting will be for the Board to elect new officers of the Board who will serve during the following year. The new Board shall also make appointments as may be required.
The new Board term of officers shall be from December 1 to November 30of the following year.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Removal from office does not include removal from the Board, which is a separate process.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors and that officer shall hold office for the balance of the term.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall;
Certify and keep at the principal office of the corporation or at any place the Board may determine the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation if the corporation has a seal and affix the seal, as authorized by law or the provisions of these Bylaws, to duly execute documents of the corporation.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The treasurer shall:
Manage the board’s review of, and action related to, the Board’s financial responsibilities. May work with the bookkeeper or other staff in developing and implementing financial procedures. Ensure that appropriate financial reports are available to the Board. Work with executive director to recommends auditor to board, and ensures sound management and maximization of cash and investments.
In general, performs all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 1. COMMITTEES
The Board of Directors may create as many committees as necessary to meet the needs of the organization. Committees will be standing committees and ad hoc committees.
SECTION 2. STANDING COMMITTEES AND AD HOC COMMITTEES
Standing committees are perpetual. They may include, but are not limited to, the Finance Committee and Games/Tournaments Committee. Ad hoc committees are appointed for a special purpose and may be dissolved. Examples may include the Special Events Committee and the Nominating Committee.
SECTION 3. POWERS OF COMMITTEES
In general, the role of committees is to research information, study issues, make recommendations and perform in an advisory capacity to the Board. The Board may, however, give a committee the authority to make decisions and implement actions in specific instances.
SECTION 4. MEMBERS OF COMMITTEES
The President appoints members to committees, such appointments subject to vote at the next Board meeting. Each committee will have one or more members from the Board of Directors. The President may appoint persons who are not on the Board to committees. The President and manager are ex-officio members of all committees and may vote, but they are not expected to take an active part in committees unless they chose to do so. Committees may include staff liaisons, who do not vote.
SECTION 5. MEETINGS AND ACTION OF COMMITTEES
The President of the Board appoints the chair of each committee, such appointment subject to vote at the next Board meeting. Committees will hold meetings as needed, either on a regular schedule or whenever convened. All committee members will be informed of all meetings. A majority of committee members must be present to constitute a quorum, and decisions are made by a majority of committee members present. If less than a quorum is present, the committee may continue the meeting but no actions may be taken.
Committees will write minutes and send them to the Secretary of the Board.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by a Director or Directors so designated by the Board.
SECTION 3. FISCAL YEAR
The fiscal year of the corporation will begin on January 1 of each year.
SECTION 4. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or the depositories as the Board of Directors may select.
SECTION 5. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office or at such place designated by the Board:
(a) Minutes of all meetings of directors, committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation or at such place designated by the Board. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORT
The Board shall cause any annual or periodic report required under law to be prepared and delivered to any office of this state to be so prepared and delivered within the time limits set by law.
IRC 501 (C) (3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(7) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation insure to the benefit of, or be distributable to directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
The Club shall be dissolved and its affairs concluded by two-thirds vote of all Members present at a special meeting called for that purpose. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed by the Board of Directors for one or more exempt purposes within the meaning of Section 501(c)(7) or if possible to some other 501(c) organization of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
A proposal to amend the bylaws may be made by the members of the Club upon petition signed by at least one quarter (25%) of the Club’s Voting Members or a majority of the Board and submitted to the Secretary at least 10 days in advance of the annual meeting or any special meeting called for the purpose. It shall be the duty of the Secretary to incorporate the text of the proposed amendment in the notice of the meeting and make copies available at club games prior to the meeting. The concurrence of two-thirds of all members voting shall be required to pass any amendment.
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.