BYLAWS OF GEORGIA COASTAL UNIT 202
OF THE AMERICAN CONTRACT BRIDGE LEAGUE
REVISED July 23, 2011
A. The organization shall be known as Georgia Coastal Unit 202 of the American Contract Bridge League, and is hereinafter referred to as the Unit.
B. The Unit is formed as a non-profit association governed by the Unit bylaws and those of the American Contract Bridge League, District 7, and the Mid Atlantic Bridge Conference. It is not for profit and will be governed under the state and federal tax laws for non-profit associations.
C. The Unit is a separate legal entity that interacts with the American Contract Bridge League (ACBL) through the Unit charter process and exists for the purposes specified in Article Two of these bylaws. As such, the Unit and its members shall be subject to and abide by the bylaws and regulations of the ACBL as in existence and amended from time to time by ACBL. No rule, regulation or bylaw adopted by the Unit shall be inconsistent with or be in contravention of the rules, regulations and bylaws of the ACBL. The Unit shall conduct its affairs in a manner consistent with the rules, regulations, policies, procedures and bylaws of the ACBL.
D. The geographical area within which this Unit shall operate and shall have ACBL jurisdiction in such areas as are presently or may in the future be assigned to it by the Board of Directors of the ACBL
OBJECTIVES AND PURPOSE
The purpose and objectives of the Unit shall be:
- To foster community welfare in the furtherance of the game of contract bridge in its various forms of competition; to promulgate high standards of conduct and ethics to its members, and to enforce such standards; to provide organized bridge activities and services to satisfy the social, recreational, and competitive needs of the membership and the community; to conduct tournaments and other competitive events as permitted by the American Contract Bridge League; and to conduct such other activities as may be in keeping with its principal objectives.
- To prescribe rules of eligibility and conduct for participation in tournaments under its own auspices.
- To promote and encourage membership in the Unit, and to promote the development and organization of affiliated clubs within the Unit.
- To consider and deal with reports of unethical or improper conduct of participants in tournaments, and to bar or suspend persons guilty of such conduct from further participation.
- To conduct other such activities as may be in keeping with its principle objectives.
A. Membership of the Unit shall be determined by ACBL regulations.
B. Any person who is a member of the American Contract Bridge League and resides within the geographical areas over which this association has jurisdiction shall be a member of the Unit. Any person who lives outside the geographical areas over which this association has jurisdiction may apply for membership in the Unit according to regulations established by the ACBL. Any person who resides within the geographical areas of the Unit may apply to become a member of a different Unit according to 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 ethics standards established by the ACBL.
C. Members in good standing of the Unit shall have the following rights and privileges:
1. To participate in all activities sponsored by the Unit.
2. To receive all notices and publications of the Unit.
3. To vote for the election of the Unit officers and Board members.
4. To be eligible to serve as a member of the Board of Directors of the Unit, or as a member of any of its committees and participate in the governance of the Unit.
D. A member remains in good standing unless, in accordance with the policies and regulations of the ACBL, those privileges have been revoked by the ACBL for disciplinary, or other reasons, as determined by the ACBL
E. Termination of membership. A member shall remain a member of the Unit unless and until he/she changes his/her residence to a place outside the jurisdiction of the Unit, without taking the necessary steps to retain membership in the Unit, per ACBL regulations.
- The annual meeting of the members of the Unit shall be held at a time and place to be specified by the Board of Directors.
- Special meetings of the membership, for any purpose or purposes, may be called at any time by the president, and shall be called by the president or secretary when so directed by the Board of Directors, or at the request in writing of any five (5) or more members of the Board of Directors, or at the request in writing of any fifteen (15) percent or more members of the Unit. Such request shall state the purpose or purposes of the proposed meeting.
- Notice of any special meeting of the membership shall be given to each member of the Unit at least 30 days prior to the date of said meeting. Notice of any special meeting of the membership shall state the purpose or purposes for which the meeting is called.
- Failure to hold an annual meeting shall not result in a forfeiture or dissolution of the Unit or invalidate any action taken by the Board of Directors or officers of the Unit.
- No proxy voting shall be permitted at membership meetings.
BOARD OF DIRECTORS
A. The management of all business, property, and interests, and other affairs of the Unit shall be vested in the Board of Directors. Among the powers hereby conferred is the power to impose sanctions upon members in accordance with ACBL rules and regulations, to delegate non-policy making authority to members who are not directors, and, in general, to take such other and further actions as may from time to time be necessary to further and to implement the purposes and aims of the Unit as set forth in Article II. Except as otherwise provided herein, the affairs of the Unit shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon the Board by these bylaws, the Board may exercise all such powers of the Unit and do all such acts and things as are not directed or required to be exercised or done by the members in the constitution, bylaws, or regulations of the ACBL, District 7, or the Mid-Atlantic Bridge Conference, or by these bylaws.
B. The Board of Directors is the sole judge of its own membership.
C. Directors’ fiduciary duties and standards of conduct. Each director is subject to a duty of loyalty to the association and a duty of care in the performance of his duties as a director.
D. The Board of Directors shall consist of the following members elected by the members of the Unit in accordance with Article IX.
1 President of the Unit
2 Vice President of the Unit
3 Secretary of the Unit *
4 Treasurer of the Unit *
5 Immediate Past President of the Unit
6 Nine additional representatives, three from each of the three geographical areas of the Unit who meet the membership requirements for the Unit, (Three each from Augusta, Savannah, and Golden Isles/St. Marys/Jesup).
7 The president, with the approval of the Board, may from time to time name such honorary, non-voting members of the Board as he/she shall deem necessary or proper.
*Appointed by President, approved by membership per article VI, paragraph K.
E. Vacancies on the Board shall be filled by the appointment of the president, in accordance with Article VI, B, with the approval of the Board, and the person so appointed shall hold office until the next annual meeting of the membership. If the vacancy is that of an area representative, the ACBL members of that area shall appoint or elect a successor who shall take office at such annual meeting and shall hold office during the remainder of the non-expired term.
F. Board of Directors shall hold meetings at such time or place as it may from time to time determine. The secretary shall call a meeting of the Board at the request of the president, or upon the request in writing of five (5) or more of the members of the Board. Notice of said meeting will be sent to each member of the Board at least ten (10) days prior to the date of such meeting. If an area representative is unable to attend, he/she may designate any member in good standing in Unit 202 as an alternate to attend in his/her place. Such alternate shall have full voting rights.
G. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of fifty-one percent (51%) or more of the Directors entitled to vote.
H. In addition to the powers granted by other provisions of these bylaws, the Board of Directors shall have the following powers and duties:
1 To acquire, hold, administer, maintain, and dispose of all property of the Unit.
2 To appropriate the funds of the Unit for the purposes set forth in these By-laws.
3 To hire and discharge employees and to supervise their conduct and fix their compensation.
4 To audit all receipts and disbursements of the Unit.
5 To conduct, manage, supervise, and control all of the business of the Unit, including, but not limited to, the conduct of tournaments, the selection of all dates and locations for holding such tournaments, and the making of all contracts in connection therewith.
6 To censure, suspend, expel, or otherwise discipline any member of the Unit in accordance with ACBL policies and regulations.
I. Members of the Board of Directors may be allowed such compensation for attendance to regular or special meetings of the Board as may be from time to time determined by the resolution of the Board.
J. Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
A. The officers of the Unit shall consist of a president, a vice president, a secretary, a treasurer and the immediate past president.
B. The officers shall be selected from each of the three geographical areas on a rotating basis wherein, at any given time, each of the officers (with the exception of the secretary and the treasurer) shall be from a different geographical area, i.e. Augusta, Golden Isles/St. Marys/Jesup, and Savannah.
C. The term of office of each officer shall be two (2) years, and the word “year” as used herein shall mean the period from the adjournment of one annual meeting until the adjournment of the next annual meeting of the membership. Each officer shall continue to serve until the term for which he/she was elected shall have expired and until his/her successor shall have been duly elected and qualified.
D. Duties of the president shall be as follows:
1. To preside at all meetings of the membership of the Unit and at all meetings of the Board of Directors
2. To serve as chairman of the Executive Committee.
3. To prepare an annual report on the affairs of the Unit to be presented at the annual meeting of the membership.
4. To see that all orders and resolutions of the Board of Directors are carried into effect.
5. Be in charge of the ethics committee.
6. To exercise all of the powers of the Board of Directors as directed by the Executive Committee between meetings of the Board and to report to each meeting of the Board the actions taken.
7. To perform such other duties and responsibilities as may be assigned to him/her by the officers of the Board of Directors of the ACBL, District 7 or the Mid-Atlantic Bridge Conference, or by the Board of Directors of the Unit, and all actions necessary to implement the provisions of these bylaws.
E. Duties of the vice president shall be as follows:
1. To perform the duties of the president in the absence of the president or in the event of his/her inability or refusal to act, in so acting, the vice president shall have all the powers and be subject to all of the restrictions upon the president.
2. To perform such other duties as may be assigned to him from time to time by the President or by the Board of Directors.
3. To become president in the event of the death, incapacity, or resignation of the president.
4. To serve as a member of the Executive Committee.
- Duties of the secretary shall be as follows:
- To maintain an accurate roster of the membership of the Unit which shall include the name, address, telephone number, e-mail address, if available, and the ACBL Player Number of each member.
- To attend all meetings of the Board of Directors and all meetings of the membership and record all votes and the minutes of all proceedings in books to be kept for that purpose and to perform like duties for the standing committees when required.
- To give, or cause to be given, any notice required to be given of meetings of the membership or of the Board of Directors.
- To conduct all correspondence with the ACBL, Mid-Atlantic Bridge Conference, and all other persons and agencies having official business with the Unit, and to conduct all unofficial correspondence.
- To perform such other duties as may be assigned to him/her from time to time by the president or by the Board of Directors.
- To serve as a member of the Executive Committee.
- Duties of the treasurer shall be as follows:
- To have charge of and be responsible for the receipt, custody, safekeeping, and disbursement of all Unit funds in accordance with the instructions of the president or the Board of Directors.
- To prepare and maintain any and all financial data as may be requested by the Board of Directors.
- To perform such other duties as may be assigned to him/her from time to time by the president or by the Board of Directors.
- To serve as a member of the Executive Committee.
- A vacancy occurring other than by removal of an officer in any office except for the Presidents shall be filled by the appointment of the President in accordance with Article VI, paragraph B with the approval of the Board of Directors and the person so appointed shall hold office for the remainder of the unexpired term. If the president’s office becomes vacant for any of the above reasons, it will be filled by the vice president. A replacement will not be selected until the next annual meeting of the membership.
- Any compensation of all officers of the Unit shall be fixed by the Board of Directors.
- Any officer of the Unit may be removed from office by two-thirds (2/3) vote of all members present and voting at a special meeting of the Unit called for such purpose. An officer whose removal has been proposed shall be given an opportunity to be heard at such meeting. The vacancy in any office created by the removal of an officer shall be filled by the members of the Unit at the same meeting. Any officer may also be removed at any annual meeting of the Unit provided that notice has been given at least ten (10) days in advance of the meeting to all members of the Unit that said removal will be considered at that meeting. Any officer whose removal has been proposed shall be given the opportunity to be heard at said meeting.
- All officers of the Unit, with the exception of the secretary and the treasurer, shall be limited by a term of two years and cannot succeed themselves. The secretary and the treasurer shall be appointed by the president of the Unit and approved by the membership at the annual meeting.
The Executive Committee shall consist of the president, vice president, secretary, treasurer, and immediate past president and a representative from each of the three geographical areas of the Unit (Augusta, Savannah, and Golden Isles/St. Marys/Jesup). It shall decide any issues that cannot be postponed until the next regularly scheduled meeting of the Board of Directors. The president shall serve as chairman of this committee and will make the report of its actions to the full Board of Directors at the next meeting. Any action that is taken must have five (5) affirmative votes from this committee in order to be implemented.
E-mail can be used to conduct Unit business as permitted by Georgia law, but must be sent by either the president or the secretary. A minimum of one (1) week must pass before any action can be taken unless everyone on the Executive Committee or Board of Directors (whichever body is making the decision/resolution stated in the email) has agreed to shorten the time period. Members without e-mail must be contacted by mail for their vote. If the office of President has been vacated, per Article VI, paragraph H, then the secretary shall fill the opening until the next annual meeting of the members.
NOMINATIONS AND ELECTIONS
A. Each geographical area of the unit (Augusta, Savannah, and Golden Isles/ St. Mary’s/Jesup) shall have its own nominating committee. These nominating committees shall be chaired by the immediate past president of the Unit. The individual committees shall forward their selections to him/her so that he/she can prepare and distribute preliminary ballots forty-five (45) days prior to the annual meeting.
- The nominating committee shall prepare a slate of officers, Executive Committee member, (1) and Board members (3) in accordance with these bylaws. Notice of the slate of officers chosen by the nominating committee shall be given to each member club of the Unit at least forty-five (45) days prior to the annual meeting of the membership. Members may be notified by making copies available to each of the member clubs of the Unit.
- Any other person, or persons, desiring to run for office may so notify the secretary in writing or by e-mail at least thirty (30) days prior to the annual meeting of the membership. All persons so notifying the secretary shall be considered duly nominated, provided that they conform to Article VI, Paragraph B of the bylaws and shall be listed by e-mail and on a printed ballot to be distributed 30 days prior to the annual meeting, or as soon as reasonably possible during the 30 days preceding the annual meeting. Provisions shall also be made on the ballot for write-in votes for each position.
- Elections shall be certified at the annual meeting of the membership by declaration of the president. Elections shall be by written ballot. Elections will commence concurrent with the thirty (30) day notice period in C above, and continue until 48 hours prior to the beginning of the annual meeting. A printed ballot shall be prepared and distributed by the secretary to each of the member clubs in the Unit and also by e-mail by each club to all members with a current e-mail address on file. As to officers, the ballot will stipulate which of the three geographical areas (Augusta, Savannah, and Golden Isles/St. Mary’s/Jesup) the respective candidates must be from, consistent with Article VI, paragraph B of these bylaws. Each geographical area will elect one (1) member to serve on the Executive Committee and two (2) additional members to serve on the full Board of Directors. The results of these elections shall be forwarded to the secretary at least forty-eight (48) hours in advance of the annual meeting.
- Absentee ballots will be issued to any member in good standing, who cannot attend an election and who sends a written signed request, giving their name, ACBL number, phone number and address along with a self addressed stamped envelope to the chairperson of the election. Said absentee ballots must be returned to the election chairperson no later than two days before the election.
- Each of the three (3) geographical areas (Augusta, Savannah, and Golden Isles/St. Mary’s/Jesup) shall appoint two (2) election representatives at the time the nominating committees are formed. These representatives will certify voting totals for their respective geographical areas and report the results to the Unit secretary within 48 hours of the annual meeting. The secretary shall tabulate the results and notify the president the same day.
- Fifteen per cent (15%) of the total Unit membership as of the first day of the month of the annual meeting shall constitute a quorum for all elections.
A. The president, with the approval of the Board of Directors, shall have the authority and power to create and appoint the members of such standing and special committees as he may deem necessary or appropriate, designate the chairs thereof and assign functions thereto. The members of committees need not be members of the Board of Directors.
B. The following shall be standing committees of the Unit where deemed appropriate by the Board of Directors and shall be appointed by the president with the approval of the Board of Directors.
2. Tournaments and Unit and Novice Games
C. There shall be such special committees as the Board of Directors may from time to time authorize or create, including nominating and election committees for each election. A member may not serve on both the nominating and election committees at the same time.
D. A vacancy on any committee, unless otherwise provided for in the bylaws shall be filled by the appointment of the president with the approval of the Board of Directors.
E. Any person requesting the opportunity of serving on a committee shall not be denied the privilege.
F. The compensation of members of committees of the Unit shall be fixed by the Board of Directors.
A. The Unit books of account shall be kept on a fiscal year basis, and shall be closed and balanced at the end of each fiscal year. The fiscal year of the Unit shall begin on January 1 and end on December 31. The Unit books of account shall be audited each year and reviewed by the Executive Committee of the Board of Directors at a meeting prior to the annual meeting and a report will be given at the annual meeting.
B. All funds of the Unit shall be deposited in the name and to the credit of the Unit in a bank or banks designated by the Board of Directors. Withdrawals from such accounts shall be made only by checks or vouchers signed by persons authorized by the Board of Directors.
C. Whenever under the provisions of these bylaws, notice is required to be given to any member, director, or officer; such notice may be given by personal notice, by publication of such notice in the official publication of the Unit, or by mail. If notice is given by mail, such notice shall be directed to the member at his/her post office address last shown on the records of the Unit. Notice may also be given to the members by mailing a copy of such notice to the club manager of each franchised duplicate member club within the Unit, with instructions that such notice be announced and posted. All notices pertaining to conduct and ethics matters shall be given only by personal notice, e-mail or by mail.
The official publication of the Unit shall be as designated by the Board of Directors and shall be published by the Unit.
If any portion of the bylaws shall be determined to be invalid or inoperative, then, to the extent reasonable and possible, the remainder shall be valid and operative, and the intent of that portion which is determined to be invalid or inoperative shall be affected by the Board.
DISSOLUTION AND NON-PROFIT STATUS
This association is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its members. It is organized solely for non-profit purposes. On the dissolution or “winding-up” of this association, assets remaining after payment of, or provision for payment of, all debts and liabilities of this association shall be distributed according to the regulations and policies of the ACBL. If this association holds any assets in trust, they shall be disposed of in such a manner as may be directed by judgment of a court of appropriate jurisdiction.
The association shall NOT make loans to any director or officer. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Unit for the amount of such loan until the repayment thereof.
A. The bylaws of the Unit may be amended and new bylaws adopted at any annual or special meeting of the membership.
B. Amendments may be proposed by members of the Unit upon petition signed by at least twenty-five (25) members and submitted to the secretary at least thirty (30) days in advance of any annual or special meeting called for such purpose. Amendments may be proposed by the Board of Directors upon petition signed by at least three (3) members of the Board and submitted to the Secretary at least ten (10) days in advance of any annual or special meeting of the Board of Directors called for such purpose.
C. The Secretary shall provide a notice that there is a proposal to amend the By-laws in the notice of the meeting, and that any member may request a copy of the proposed changes.
D. The concurrence of two-thirds (2/3) of all members present and voting shall be required to pass any amendment.
E. A copy of any amendment shall be attached to or incorporated into these bylaws.
CERTIFICATION OF THE BOARD OF DIRECTORS
The undersigned hereby certifies that; (i) I am the Secretary of the Unit, a non-profit association; (ii) the above bylaws are a true, correct, and complete copy of the bylaws adopted at a duly held meeting of Georgia Coastal Unit 202 on the ___ day of _________, 20___, and in accordance with the laws of the state of Georgia; and (iii) the resolutions are in full force and effect on the effective date hereof and have not been amended on or subsequent to the effective date; except as provided for in Article XVI.
IN WITNESS WHEREOF, I have hereunto executed this certificate in my official capacity on ___ day of _____, 20__.