King of Prussia Bridge Club Bylaws

Table of Contents

Article I               Name

Article II              Purpose and Affiliation

Article III             Membership and Moral Obligations

Article IV             Annual Election

Article V              Governance – Officers and Board of Governors

Article VI             Committees

Article VII           Club Activities

Article VIII          Fiscal

Article IX             Amendments and Attachments

Article X              Dissolution

ARTICLE I

Name

The King of Prussia Bridge Club (KoPBC, aka “the Club”) was established in September, 2021, as a not-for-profit, members-run community bridge club.

ARTICLE II

Purpose and Affiliation

1. The KoPBC is a not-for-profit Club whose goals are to promote the game of duplicate bridge and to sponsor competitions and educational activities to support that end.  The purposes will be consistent with those of the ACBL.
2. The purposes of the ACBL are to further the interest and opportunity of members to enjoy and participate in bridge activities; to develop and maintain standards of membership, conduct and ethical behavior; to promulgate the principles and techniques of bidding and play; to develop guidelines and rules appropriate to the different levels of membership interest and skill; and to carry out such other activities as are consistent with the objectives of the ACBL.
3. The educational activities sponsored by the KoPBC will be related to the play, teaching, and ethics of bridge games.  Additionally, the Club may permit  other individuals or organizations (either for-profit or not-for-profit) to conduct lessons.
4. The KoPBC may allow the Club facilities to be utilized by other organizations/clubs for purposes not contrary to the general purpose of the Club.

ARTICLE III

Membership

Any individual is eligible for Membership in the KoPBC, and no person shall be denied Membership because of race, creed, religion, sexual orientation or color.  Membership in the ACBL is not a requirement for Membership in the KoPBC.

1. Members will be assessed an annual membership fee for affiliation with the KoPBC.  The fee will be established by the Board of Governors (BOG).  Consequently, the term Membership or Member is defined as a fees-paying member.  In return for such fee, the member will have voting privileges for the election of the Board of Governors (BOG) and in those instances where major changes have been proposed to these Articles.  Also, the paid membership may be entitled to specific privileges as approved by the BOG.  In no way does this preclude individuals from playing at the Club without Membership.
2. Any person may be barred, or suspended from play for a fixed period of time, from the Club by a majority vote of the Board of Governors because of unethical play, rudeness, or other unseemly conduct.  Disbarment for any of these reasons shall be reported to the ACBL unit recorder.  Likewise, any individual or member may lose the right to Membership if the person has been suspended or expelled from the ACBL.  The individual has the right to appeal to the BOG.  There will be no prorated reimbursement of the membership fees.
3. Special meetings of the Membership may be called at any time by the Board of Governors, the President, or by petition of a quorum of the Membership to consider matters that may arise pertaining to Club activities.  A quorum is defined as at least 10% but not less than ten individuals of the current Membership.
4. Participation in BOG meetings will usually be restricted to the BOG unless a request is made for individuals to attend to discuss issues of concern.  Board meetings are generally open to any ember in good standing to attend as an observer only.

ARTICLE IV

Governance – Officers and Board of Governors

1.  The governing body for the KoPBC is its Board of Governors, which is responsible for the oversight of the business of the Club.  The Board will consist of  the Club Manager and between five and nine regular members elected by the General Membership on a cyclical basis .  A member may serve on the Board for two consecutive terms.  The officers of the KoPBC Board of Governors shall consist of a President, Vice-president, Secretary, and Treasurer, selected annually by the Board of Governors from their collective membership.  These officers must  be members of the Board of Governors and no individual may hold more than one office simultaneously.  Any individual may serve as an officer in the same or different capacity for any number of consecutive years.  The Board of Governors will appoint a Club Manager (CM) who shall be responsible for the day to day management of the Club.  The CM will also serve as a member of the Board of Governors.

2.  Duties of the officers of Board of Governors are as follows. 

1. 1. The President shall set agendas, schedule and preside at all meetings, review minutes                  of meetings prior to posting, delegate tasks and confer with the Club Manager regarding issues that arise with regard to the Club.     
   2. The Vice-president shall assist the President in all aspects of the responsibilities and will fulfill the duties of President when in absentia or whenever the duties of the office can not be satisfied.
   3. The Secretary shall keep full and accurate minutes of the meetings, post the minutes after review, and keep records of all activities.
   4. The Treasurer shall have custody of all funds of the KoPBC, shall present a statement of receipts and disbursements to the Board of Governors on a schedule determined by the BOG but not less than quarterly, and keep full and accurate records of all financial transactions.
   5. The Club Manager shall arrange all games, tournaments and special games events (including times and places) sanctioned by the governing bodies of the ACBL and shall be responsible for the day to day operations of the club.  The CM is the only individual authorized to deal directly with the ACBL.
2. The Board of Governors shall hold regular meetings quarterly or at the discretion of the President, but not less than once a year.  A simple majority will constitute a quorum. 
3. The Board of Governors shall authorize payment of reasonable club expenses and  may request at any time a financial summary of the Club’s activities.  Vacancies on the BOG due to death, resignation, or other cause shall be filled by the Board of Governors.
4. The day-to-day operational aspects of the club are described in a separate document, the Code of Conduct and Operating Manual.  The Club Manager will maintain such a document and may amend it with the approval of the Board of Governors.
5. In general, the officers will perform their services in a voluntary manner.  The Club Manager will be given a specified monthly stipend in view of his/her responsibilities.  The monthly stipends will be determined by the BOG and will be reviewed periodically.  Likewise, the amount of the fees paid to the Game Directors will be established by the BOG and reviewed periodically.  The Club Manager or Game Directors, if serving on the BOG, will not have a vote with regard to financial remuneration for their tasks.  However, their input shall be encouraged.

ARTICLE V

Annual Election

1.  A general membership meeting will be held annually not later than December 20,  beginning in 2022, to elect members to the BOG.  Members will be elected to fill positions created by expiring terms.  Voting will be held by means of secret  ballot.
2. Members will be elected for a three-year term and may serve on the BOG for two consecutive terms.  Members wishing to become a member of the BOG may apply in writing to the Secretary signifying their intent no later than three (3) weeks prior to the election.
3. A final slate of candidates will be posted no later than two (2) weeks prior to the election.
4. The new Board of Governors will take office on January 1 of each calendar year.
5. It is the intent of these Bylaws that there should be continuity of the BOG.  To meet that end it is recommended that no more than three (3) board members be replaced by election each year.

ARTICLE VI

Committees

1. The Board of Governors may appoint a Conduct and Ethics Committee.  The committee must consist of at least three members  The ad hoc Conduct and Ethics committee shall receive and inquire into any complaint or charge against any individual involving conduct and ethics and submit a written report and recommendations to the Board of Governors for such action deemed necessary and proper for the best interest of the Club.  The names of individual(s) deemed to have violated standards of ethics and/or conduct, along with the specifics of the actions involved, will reported to the ACBL Unit Recorder.
2. The BOG will appoint a Nominating Committee which must consist of three (3) members.  The Nominating Committee shall submit an initial list of nominations for Board openings no later than five (5) weeks before the election.
3. The BOG may create or disband other committees as required.
4. Committees should be composed  of Club members.  In some instances, a non-club member with special skills may be a member of a committee.

ARTICLE VII 

Club Activities

1.  Individuals who direct KoPBC duplicate games will follow the guidelines described in the Code of Conduct and Operating Manual.
2. The Club may permit other individuals or organizations (either for -profit or not-for-profit) to conduct lessons.  The details are subject to approval by a simple majority of the BOG.
3. If the KoPBC wishes to franchise games, it must be approved by a majority of the BOG.  The financial remuneration to the Club and responsibilities of the franchised Bridge Game Director must  be clearly defined.  The details of the proposed arrangement are subject to approval by a simple majority of the BOG.

 ARTICLE VIII 

Fiscal

1.  The KoPBC is intended to be a not-for-profit Club.
2. The amount charged per game shall be determined by the Board of Governors and shall be periodically reviewed to maintain the treasury in a fiscally-responsible manner.
3. Assets collected from membership fees, game fees and franchising fees will be kept in a bank account by the Treasurer.  The Treasurer will provide to the BOG or a committee established by the BOG a monthly statement of checks written, with the amount and payee. 
4. Should the assets in the Treasury exceed a 6-month operating budget, action must be taken to keep it below that figure (unless unusually heavy expenditures are foreseen).  Guidelines for the regulation and disposition of this money will be as approved by the BOG.

ARTICLE IX- INDEMNIFICATION

In this section IX, “Director” means  a member of the Board of Governors and “Board of Directors” means “Board of Governors”.

9.1 General Rule. A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take action, unless:

(a) the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 5712 of the Act and any amendments and successors acts thereto; and

(b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, the foregoing provision shall not apply to:  

(i) the responsibility or liability of a Director pursuant to any criminal statute or

(ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

9.2 Indemnifications. The Corporation shall indemnify any officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Corporation) by reason of the fact that such person is or was a representative of the Corporation, against expense (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this section in respect to any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.

9.3 Procedures. Unless ordered by a court, any indemnification under Section 9.2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made:

(1) by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the action or proceeding;

(2) if such quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or

(3) by the members.

9.4 Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall be ultimately be determined that such person is not entitled to be indemnified by the Corporation.

ARTICLE X

Amendments and Attachments

1.  Any or all of the provisions of these Bylaws may be amended, altered or repealed by a majority vote of the BOG or by  a 60% vote of a quorum of the Members present at any meeting called for the purpose of considering proposed amendments.
2. Any proposed amendment must  be submitted in writing to the Secretary, who will request the President to call a special Board meeting.  If passed by the Board of Governors, the membership will be notified of the proposed amendment and, if requested by 10% of the membership,  a special membership meeting will be called not less than thirty (30) days after original submission of proposed amendments.  The amendments must be presented to the Membership for approval no later than two (2) weeks prior to the special membership meeting.
3. Upon approval of the proposed amendment(s), the document(s) will be reflected as attachment(s) to the Bylaws.

ARTICLE XI

Dissolution

1.  Upon dissolution of the Club, and after all outstanding bills are paid, remaining assets remaining in the treasury will be donated to a charity (or charities) of choice voted by the members.
2. In the event of a sale of the Club, the value of the KoPBC will be estimated by an external professional broker.  All assets following the sale will be  donated to a charity (or charities) of choice voted by the members.

These Bylaws are effective September 5, 2021 and as amended October 24, 2022.

King of Prussia Bridge Club Bylaws

Table of Contents

Article I               Name

Article II              Purpose and Affiliation

Article III             Membership and Moral Obligations

Article IV             Annual Election

Article V              Governance – Officers and Board of Governors

Article VI             Committees

Article VII           Club Activities

Article VIII          Fiscal

Article IX             Amendments and Attachments

Article X              Dissolution

ARTICLE I

Name

The King of Prussia Bridge Club (KoPBC, aka “the Club”) was established in September, 2021, as a not-for-profit, members-run community bridge club.

ARTICLE II

Purpose and Affiliation

1. The KoPBC is a not-for-profit Club whose goals are to promote the game of duplicate bridge and to sponsor competitions and educational activities to support that end.  The purposes will be consistent with those of the ACBL. ..........