Changes in the ByLaws have been approved at the Annual Meeting, March 22, 2019, retroactive to January 1, 2019
The Bridge Studio of San Miguel de Allende
Approved as of January 1, 2019
The purpose of the Bridge Studio of San Miguel de Allende (BSSMA) is to encourage and promote the playing of contract bridge. The BSSMA is a nonprofit Membership organization, open to anyone of goodwill who conducts themselves in a considerate and amiable manner. Regularly scheduled duplicate bridge games are operated under franchises and sanctions granted by the American Contract Bridge League (ACBL) under the jurisdiction of Unit #254, District 16, and are subject of the rules and regulations of the ACBL.
ARTICLE I: MEMBERSHIP
A. An applicant shall become a BSSMA Member upon payment of annual dues (quoted in pesos) as assessed by the BSSMA Board. Members shall agree to comply with these bylaws and the rules and regulations of Unit #254 and the ACBL.
Members of BSSMA do not have to be members of the ACBL or Unit#254. Any Member providing an email address to the Secretary shall receive Membership ballots, notices, minutes, and other postings by email at the address provided. Members in good standing shall be entitled to vote in the election of Board Members and in any other matter presented for Membership approval.
B. A Member is in good standing when
a. He/she has paid his/her annual dues for the current Membership Year ;
b. He/she is not suspended or expelled by action of the Board, Unit, or ACBL; and
c. He/she is in compliance with the rules and bylaws of the BSSMA, the Unit, and/or the ACBL
C. The Membership Year for the purposes of annual dues shall be March 1 to February 28/29.
ARTICLE II: DUES AND PLAYING FEES
The amount of the annual dues and playing fees shall be those assessed each Membership Year by the Board of BSSMA. Prior to the end of each Membership Year, the amount of the annual Member dues for the following Membership Year shall be communicated via email and posting to the Members by the Secretary.
ARTICLE III: MEMBERSHIP MEETINGS
A.The Annual Meeting of the Membership shall be held in March each year for the purposes of electing Members of the Board and conducting any other business which the Board believes is necessary and appropriate to present to the Membership for consideration and approval.
a. Notice of the date, time, and location of the Annual Meeting and the email ballot(s) (for those not attending the Annual Meeting) for the election of Board Members and for any other business that the Board desires to present for Membership approval at the Annual Meeting shall be provided to the Members by email, posting on the Club bulletin board, and announcements at each BSSMA duplicate game at least ten(10) calendar days prior to the meeting.
b. Prior to the Annual Meeting, the Board shall appoint a Head Teller, who will then appoint two (2) Assistants, prior to the meeting. Neither the Head Teller nor the Assistants shall be Members of the Board or running for the Board. The Head Teller and assistants will process the email ballots and count the secret ballots cast at the Annual Meeting.
c. Members present at the Annual Meeting shall vote by secret ballot submitted in person. There shall be no voting by proxy. Email ballots received by the Head Teller from Members in good standing no later than 11:59 am on the day of the Annual (or Special Meeting) shall be accepted and counted by the Head Teller during the counting of the ballots.
d. Election of Members of the Board of Directors shall be held at the Annual Meeting only.
e. A statement of the financial status of the BSSMA for the financial year Mar 1-Feb 28-29 shall be made available to the members, together with a proposed budget, prior to the Annual Meeting.
f. A quorum of the Members for the election of Board, and for the transaction of any other business for which an email ballot was distributed to the Members, shall consist of a minimum of thirty percent (30%) of the Members in good standing—either physically present or represented by email ballots.
At any official Meeting of the Membership, a quorum of the Members for taking any action on any matter that was not submitted to the Members by email ballot shall be twenty (20) Members in good standing present in person at the Meeting.
B. The President shall call a Special Membership Meeting if the President receives requests for such a meeting in writing or by email from a minimum of twenty-five Members.
a. Upon receipt of such a request, the President shall call the Special Meeting in not less than ten(10) days or more than twenty-eight (28) days.
b. The date, time, location, and subject of the Special Membership Meeting shall be provided to all Members by email and posting at the club.
C. In case of an emergency, an Emergency Membership Meeting may be called by the President or, in the absence of the President, by a majority of the Board. This request shall be sent to the President (or, in the case of a request by the President, to the Vice President) who shall evaluate the emergency and assign a date for the Emergency Membership Meeting based upon this evaluation.
a. The date, time, location, and subject of the Emergency Membership Meeting shall be provided to all Members by email and posting at the club once the meeting is called. Ordinary time constraints are not applicable.
ARTICLE IV: NOMINATIONS
A. A Nominating Committee shall consist of not fewer than three (3) Members of the BSSMA, none of whom shall be current Members of the Board. They shall be appointed by a majority vote of the Board each year. The names of the Committee Members shall be emailed and posted as soon as possible by the secretary following their appointment.
B. The Board shall name the Chair of the Nominating Committee.
C. Functions of the Nominating Committee
a. to encourage and solicit potential candidates for the Board.
b. to encourage the membership to put forth names of interested potential candidates.
c. to present a slate of candidates to the Board of Directors .
d. to post the slate at the Club ASAP by the Chair of the Nominating Committee and emailed to all Members by the secretary.
e. Other nominations may be made with the permission of the nominee in writing. These nominations should be emailed to the Chair of the Nominating Committee within one week following the committee’s presentation of their slate of candidates.
f. The names of the new nominees shall be added to the Committee’s slate and emailed to the membership at least ten (10) days before the Annual Meeting as required by Article III, Section A:a.
ARTICLE V: BOARD OF DIRECTORS – FUNCTIONS
A. Except as specified elsewhere in these Bylaws, the Board of Directors shall conduct, manage, and supervise all the business of the BSSMA, including creating policies, and expenditures of funds for all operating expenses.
a. The Board members agree to fulfill their responsibilities with care, diligence, and skill, and to act in good faith while serving the best interests of the BSSMA.
B. The Board shall consist of six (6) Members, whose terms of office shall be from April 1 to March 31.
The term of office for each Board Member shall be two (2) Board Years. The commencement of the terms of the Board Members shall be staggered such that three (3) of the six (6) Board Members are elected at each Annual Meeting.
C. In order to qualify to serve as a BSSMA Board Member, a person shall be a Member in good standing of the BBSMA. With the sole exception of Game Directors, BSSMA paid personnel may not serve on the Board of Directors.
Board Members may serve on the Board for more than one term. Only one person per household shall be eligible to serve on the Board at any one time.
D. As soon as reasonably possible after each Annual Meeting, the six Board Members shall confer and, in their sole discretion, shall select
a. the Board Member who will serve as the Club Manager;
b. the Board Member who will serve as the Club Game Director; and
c. the four Board Members who will serve as BSSMA Officers—President, Vice President, Secretary, Treasurer—for the Year commencing April 1.
One person may hold only one position on the board.
E. The immediate Past President shall (if not still a Board Member) be an ex-officio non-voting Member of the Board for the following year.
F. If a vacancy occurs on the Board, the remaining Board Members, by majority vote, may appoint any qualified Member to serve the remaining portion of the term of office of the Board Member who has ceased to serve.
G. The Board of Directors shall have the authority to remove and replace any Board Member who fails, without just cause, to participate in three or more consecutive regular meetings.
H. The Board of Directors will endeavor to meet monthly. Board Members may participate in meetings by means of a conference telephone or other electronic means whereby all persons participating may hear eachother. Participation by such means shall constitute presence in person for all purposes. Board meetings (except "Closed Session" meetings) are open to the Membership for observation only. Any request to speak before the Board must be tendered to the President or to a Member of the Board prior to the Meeting of the Board. Such request shall be in writing and state the subject to be brought before the Board. However, any member of the Board may invite a Member to address the Board at any time.
a. A “Closed Session” may be held to discuss issues in which confidentiality is of utmost importance, such as personnel, disciplinary action, and other issues which the Board believes should be closed to General Membership.
I. A quorum for the transaction of business at any meeting of the Board shall consist of not fewer than four (4) Board Members.
J. The Board shall have no power to levy special assessments on the Membership. However, the Board shall set prices for games, charity events, room rentals, and other activities of the club.
K. The Board of Directors, and only the Board, shall have the power to hire and dismiss BSSMA employees. Employee hiring and dismissal decisions require the approval of the majority of the Board.
L. The Board shall be authorized to pay such expenditures as are authorized by the annual budget. Should the Board find it necessary to make an expenditure that is not authorized by the budget in excess of $1500 USDs, it shall first obtain permission of not less than 30% of the Members by written authorization or by electronic communication. All members shall first be a notified of the proposed expenditure via email by the Secretary.
M. The board has the authority to appoint committees for matters of ethics, director calls, publicity, charity, and hospitality.
N. Board Members shall conduct their duties and cast their votes in a manner not in conflict with personal interests or gain. Otherwise, the Board Member should recuse him or herself from voting on that particular issue.
ARTICLE VI: DUTIES
The President shall:
a. Schedule and officiate at all meetings, i.e. Board, Annual, Special, and Closed.
b. Appoint all Committee Chairs, with the approval of the Board, and shall act ex- officio on all Committees with the exception of the Nominating Committee.
B. VICE PRESIDENT
The Vice President shall:
a. Substitute for the President in his/her absence.
b. Assist the Club Manager in supervising and maintaining the facilities and equipment.
The Treasurer shall:
a. Act as custodian of BSSMA funds.
b. Maintain bank accounts in the BSSMA's name and pay all bills.
c. Prepare written statements of finances, including income from games, dues, fundraisers, and other special events; and detail expenditures. Such statements shall be available for each meeting of the Board, except Special or Membership Meetings, and shall be posted ASAP following each meeting.
d. Collect the annual Membership dues as may be set by the Board and provide an up-to-date list of all Members in good standing to the Head Teller prior to the Annual Meeting or any other official meeting at which Member voting by email or by ballot shall take place.
e. Prepare an annual budget to be presented and approved at the annual meeting.
The Secretary shall:
a. Keep written records of each Board and Membership Meetings and provide such minutes to the Members by email (except those of "closed sessions") and by posting at the Club ASAP following said meetings. Minutes are subsequently filed in the Notebook provided by and housed at the Club.
b. Maintain an accurate up-to-date Club Membership list.
c. Send out Membership materials and notices on behalf of the Board by email and posting at the club, including ballots, announcements, and minutes in an appropriate time frame.
d. Create and maintain a Policy and Procedures Manual, which will contain a written statement of any policy and/or procedure voted on at Board Meetings.
e. Create, supervise, and/or assist in the creation of a Quarterly Newsletter.
E. CLUB GAME DIRECTOR
The Club Game Director shall:
a. Be responsible for all details of BSSMA games—including scheduling and supervision of game directors--until the game director's duties commence at the start of any session.
b. Assist game directors when such assistance has been requested, but never undermine the authority of the game director in charge, unless an unexpected incident requires intervention.
c. Recruit and prepare new Game Directors for ACBL accreditation.
d. Assist Club Manager in scheduling special club games
e. Hold regular meeting of the Game Directors to discuss procedures and to insure consistency of decisions.
f. Order all needed forms and supplies necessary for bridge games.
F. CLUB MANAGER
The Club Manager shall:
a. Maintain liaison with the ACBL and carry out such duties as assigned by the ACBL and/or the Board of Directors, including submitting applications for sanction renewals and changes.
b. Along with the Vice President, serve as Custodian of Club property and maintain an inventory of capital property and fixtures.
c. Oversee the activities of the Club personnel, except for Game Directors.
d. Approve scheduling of special games with the ACBL. Keep the calendar in the BSSMA up-to-date .
e. Schedule club championships and special games, such as charity games.
f. Schedule bridge lessons; encourage mentoring programs and special team and other activities beyond the regularly scheduled games.
g. Schedule use of the Studio for lessons and/or other activities.
ARTICLE IX: AMENDMENTS TO THE BYLAWS
A. These Bylaws shall become effective upon the date of adoption at the Annual Meeting or at a Special Meeting called for that purpose
B. Amendments to these Bylaws shall require approval by a two-thirds (2/3) vote of the Members present in person at the Annual Meeting, or at a Special Meeting called for that purpose.
Any amendment(s) or changes to these Bylaws proposed by the Board shall be provided to the Members for consideration at least ten (10) days prior to said meeting. At any Annual or Special Meeting, prior to voting on any proposed amendments or change to these Bylaws presented by the Board, the Members present at the Meeting in person shall have the right to propose, debate, and approve, by two-thirds (2/3) vote, further modifications and/or additions to the Bylaws or the proposed amendments to the Bylaws.
ARTICLE X: DISSOLUTION
If, at any time, a majority of the Board is of the opinion that dissolution of the BSSMA is desirable, necessary, or appropriate, the Secretary shall email Members and post information at the club detailing the reason for the Board’s opinion.
The Board shall take no action to initiate or implement a dissolution for at least ten (10) days after the above information is emailed and to provide the Members an opportunity to request a Special Membership Meeting as provided in Article III above.
If a Special Membershp Meeting is requested, the Board shall take no action to initiate or implement a dissolution until after the Special Membership Meeting has been concluded. In the event of dissolution of the BSSMA, all bridge supplies shall be either donated to another club or sold and remaining assets (after payment of all outstanding debts and obligations, if any) shall be donated to local charities.
ARTICLE XI: PARLIAMENTARY AUTHORITY
The rules of Robert's Rules of Order are the parliamentary authority for all meetings of the BSSMA.
ARTICLE XII: SEVERABILITY
In the event any provision of these bylaws is held invalid or unenforceable under applicable law, these bylaws shall be deemed not to include that provision and all other provisions shall remain in full force and effect.