Spade Heart Las Vegas Bridge Unit 373 Diamond Club
BYLAWS 2019

 

ARTICLE I:            Organization Name and Definitions

 The name of this 501(c)4 nonprofit corporation shall be The Las Vegas Bridge Unit 373, ACBL, hereafter referred to as the “Unit.”

  1. The Unit is incorporated in the State of Nevada.

 The Unit shall maintain a website, hereafter referred to as the “Unit Website,” at www.lasvegasbridge.com unless there is a change of site and the members are notified.

  1. Notification of Board of Directors’ (hereinafter called the “Board”) meetings, membership meetings, Unit games, and other activities may be made by mail, electronic means, posting on the Unit Website (or by any other means which can be authenticated) as appropriate and set forth in Board policy.

ARTICLE II:           Affiliation

 

  1. The Unit:

 

  1. 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;

 

  1. is a member unit of, and is subject to regulation by District 17 of the ACBL, hereafter referred to as the “District”;

 

  1. recognizes the ACBL as the parent organization, having authority and jurisdiction over Tournament Bridge;

 

  1. has jurisdiction over the area which is assigned to it by the Board of Directors of the ACBL and which may be modified from time to time.

 

ARTICLE III:          Objectives

 

  1. Unit assets and property shall be used solely to promote the objectives of the Unit which include but are not limited by are to:

 

1.   preserve and promote the best interests of and to stimulate interest in the art of playing competitive duplicate bridge and modifications thereof;

 

2.   preserve and promote membership in the ACBL, the District, and the Unit;

 

3.   broadly promote bridge, and in the pursuance of same, to cooperate with bridge clubs within the area;

                       

  1. promote the development and growth of ACBL-affiliated clubs in the Unit;

 

  1. encourage educational programs aimed at introducing and teaching the game of bridge;

 

  1. set standards for and conduct tournaments and special games as allowed by ACBL and the District;

 

  1. encourage the highest standards of conduct and ethics by its members and to enforce said standards;

 

  1. 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 Unit Conduct and Ethics Committee;

 

  1. cooperate in ACBL’s charity program, and to conduct and sponsor charity events with the object of realizing funds to be devoted to worthy causes;

 

  1. conduct such other activities as will foster the advancement of and interest in the play of duplicate bridge.

 

ARTICLE IV:          Membership

 

A.   Membership in the ACBL carries with it membership in the Unit, subject to the conditions outlined in the codified minutes of the ACBL Board of Directors.

 

  1. The codified minutes of the ACBL Board of Directors as they apply to Units is hereby made a part of these bylaws.

 

  1. The Secretary shall assure the current ACBL codified minutes for Unit governance is attached to these bylaws

 

  1. 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, District 17, and the Unit.

ARTICLE V:           Dues

           

  1. 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

 

  1. Any member may attend any Board meeting,

 

  1. 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.

 

  1. A member who wishes to address the board during the Member Comment period must so inform the President before the meeting is called to order.

 

  1. At least one General Membership Meeting shall be held each year.

 

  1. Meetings of the Unit membership may be called by the President, by the Board of Directors, or on petition by not fewer than 5% of the members entitled to vote.

 

  1. The Board shall notify the membership of meetings as in I.D. of these bylaws using at least one means of attempting to directly contact each member.

 

2.   A quorum for the transaction of business at any membership meeting shall be 5% of the members deemed eligible to vote as of the most current Unit roster provided by the ACBL and remaining in good standing at the date of the meeting.

ARTICLE VII:         Eligibility to Vote

           

  1. To be eligible to vote, a member:

 

  1. must be in good standing in accordance with ARTICLE IV of these Bylaws;

 

  1. must personally cast the vote as no proxies are allowed;
     
  2. must be listed on the most current Unit Roster from ACBL;
     
  3. if he maintains residences in more than one Unit, must have properly notified ACBL of his Unit affiliation.
     

ARTICLE VIII:       Board of Directors

 

A.   General Conditions

 

  1. The Board shall consist of no fewer than five (5) and no more than nine (9) voting members of which all but one shall be elected for a term of two (2) calendar years. The remaining member shall be appointed annually by the Board for a one (1) calendar year term, preferably from the 0-300 masterpoints membership category, to represent and liaise with members with fewer than 300 masterpoints. 

 

  1. The President shall call a meeting of the Board at least once every two months.

 

  1. Notice of time and place of Board meetings, with the exception of emergency meetings called without notice, shall be posted on the Unit Website as soon as known. Such posting shall serve as proper notification.

 

  1. Minutes of the all Board meetings shall be posted upon approval.

 

  1. Each Unit club will be encouraged to designate a representative to serve as a non-voting advisory member of the Board. Advisory members may present written advice and suggestions and may request agenda time for oral presentation as in ARTICLE VI. of these bylaws.

 

  1. The Board shall determine, as circumstances change, the number of Directors necessary as well as the most effective terms of office and shall establish procedures for implementing any changes.

 

  1. In addition to the powers granted by other provisions of these Bylaws and by the laws of the State of Nevada, the Board shall have the following powers and duties:

 

    1. To acquire, hold, administer, maintain and dispose of all property of the Unit;

 

    1. To appropriate Unit funds for the purposes set forth in these Bylaws;

 

    1. 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 engage 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.

 

    1. To provide that all Board members are covered by the ACBL Directors and Officers Liability Insurance and Employment Practices Liability Insurance policies.

 

    1. To conduct, manage, supervise and control all of the business of the Unit including, but not limited to, the conduct of tournaments, the making of contracts, and obtaining a certificate of coverage of liability insurance for each tournament.

 

    1. To censure, suspend, expel, or otherwise discipline any member in accordance with the ACBL Code of Disciplinary Regulations.

 

  1. The Board shall enact all-encompassing regulations and procedures for holding meetings, conducting business, overseeing elections, and other Unit activities which provide for face to face, electronic, or other means of interaction that can be validated, and which are in concert with the regulations of ACBL, District 17, and the laws of the land.

 

  1. Election of Board Members and Board Officers

 

  1. Eligibility to serve on the Board

 

    1. To be eligible to serve on the Unit Board, a candidate must be

 

i.    a Unit member whose name appears on the most recent ACBL roster;

 

ii.   a member of ACBL in good standing at all times from candidacy through service on the Board;

 

  1. eighteen (18) years of age or older;

 

  1. without financial interest in any regular activities of the Board. This requirement includes being the spouse, near relative, employee, business partner, or otherwise significantly involved with a person so interested;

 

#1  Club owners are considered to have financial interest in the regular activities of the Board and are encouraged to act as advisors to the Board.

 

  1. Nominating General Membership Meeting

 

    1. The President of the outgoing Board shall select a date for a Nominating General Membership Meeting to be held in October or 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. Such Notification to all members will be made as described in I.D. of these bylaws at least fourteen (14) days in advance of the meeting, shall be immediately posted on the Unit Website, and shall conform to all Board regulations and procedures as referenced in VIII. B. of these bylaws.

 

    1. The President, prior to the Nominating General Membership Meeting, shall poll the current Board Members for nominations. All nominations approved by Board vote will be submitted at the Nominating General Membership Meeting by the Secretary.

 

    1. At the Nomination Meeting, after reading the Board’s nominations, the President will call for further nominations from the floor. After nominations have been closed, the President shall announce and describe the voting methods to be used.

 

  1. Balloting and Election

 

  1. No proxy voting is allowed.
     
  2. The Board shall be authorized to implement electronic or other remote methods of voting for Board membership as referenced in VIII. B. of these bylaws as an alternative to paper ballots.
                           
  3. If paper balloting is to be used, the Board shall enact regulations and establish procedures which ensure a fair election with sufficient checks and balances, and which provide all members with an opportunity to vote. The opening and counting of ballots shall be at an Election Membership Meeting in November or December as designated by the President.
               
  4. In the event of a tie vote for the final Board position, the tied candidates will draw lots under the supervision of the President to determine who shall be seated on the Board.
               
  5. New and continuing members of the Board shall be qualified and then seated as of January 1 of the succeeding calendar year with the proviso that a current Director shall hold office until his successor has been duly elected or appointed, qualified, and seated.

           

  1. Selection of Officers of newly elected Board

 

        1. The election of officers for the ensuing year shall be conducted by the outgoing President at a meeting with the continuing Board members and the newly elected Board members as soon as possible after the election results are known.

 

        1. The outgoing President shall act as temporary Chairman of this meeting for the purpose of electing the new President who will then preside over the election of a Vice-President, Secretary and Treasurer to serve the following calendar year.

 

3.   An officer may succeed himself and may hold more than one office. The position of Secretary as well as the position of Treasurer may be held by a non-Board member under the supervision of a designated Board Member.

 

4.   The new Board shall then appoint the remaining member of the Board for a one (1) year term as in VIII. A. of these bylaws.

 

  1. The President may appoint eligible Unit Member(s) to vacant seat(s) for the remainder of the unexpired term or for the remainder of the calendar year absent a negative vote by a majority (fifty percent [50%] or more) of the currently seated Board. In the latter case, the Board shall prepare instructions for the election for that seat for a one-year term.

 

  1. Transacting Business

 

1.   In the absence of specific Bylaws or other prevailing laws or regulations, Roberts’ Rules of Order, Revised, shall govern the conduct of all Board and Membership Meetings.

 

2.   A quorum for the transaction of business shall be not less than a Majority (fifty percent [50%] or more) of the number of non-vacant seats on the Board.

 

        1. Business may be transacted remotely in part or in whole as referenced in VIII. B. of these bylaws.

 

ARTICLE IX:          Directors’ Fiduciary Duties and Standards of Conduct

 

  1. Each Director is subject to a duty of care to the Unit in the performance of his duties as a Director, which includes, but is not limited to the obligation to:

 

  1. 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;

 

  1. 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 otherwise legally entitled.
     
  2. use reasonable care to recognize and attempt to avoid personal conflicts of interest, such as taking any action that would be inconsistent with or adverse to the activities of the Unit or which confers an unfair advantage or preferential treatment upon the Director, or any family member, business associate, or personal friend of the Director.
     
  3. refrain from voting or attempting to positively influence the vote of other Directors on any matter that comes before the Board if that Director could reasonably be expected to believe his participation in the matter is likely to result in actions that are illegal or otherwise in conflict with the Directors’ duties to the Unit.
     
  4. disclose material facts to the Board before any action is taken which the Director or a member of his family, a business associate, or a personal friend has a direct or indirect personal interest in the matter.
     
  5. keep confidential any nonpublic information or data belonging to the Unit or District or ACBL.
     

ARTICLE X:                     Removal of a Director

 

A.   Any Officer or Director may be removed from office for cause including, but not limited to, those causes listed below

 

1.   absence from three (3) consecutive meetings, unexcused by the President;

 

2.   misfeasance or malfeasance;

 

3.   failure to account adequately for Unit funds entrusted to that Officer or Director;

 

4.   gross misconduct;

 

5.   failure to maintain eligibility to serve on the Board, which shall result in automatic removal and not requiring impeachment proceedings.

 

B. At any meeting of the Board containing a quorum, a finding of probable cause by three-fourths (3/4) or more of the Board members present and voting shall initiate impeachment proceedings.

 

1.   An Officer or Director against whom impeachment proceedings have been brought shall

 

a.   be notified in writing by registered mail or other legally verifiable method of the charges against him and of the time and place of the hearing;

 

b.   be given the opportunity to be heard before the Board;

 

c.   be given the opportunity to be represented by counsel of his own choosing.

           

C.  After a finding of probable cause, at any meeting of the Board containing a quorum, a vote to remove by three-fourths (3/4)  or more of the Board members present and voting shall effect removal.

ARTICLE XI:          Unit Finances

 

A.   The fiscal year of the Unit shall be the calendar year, commencing January 1 and ending December 31.

 

  1. An annual proposed budget for each tournament, event and activity anticipated to be conducted by the Unit during the coming year shall be presented for review, discussion, and approval during the prior year.

 

  1. The right to own property shall be vested in the Unit.

 

  1. The Treasurer shall

 

1.   have care and custody of the Unit’s funds and securities and shall maintain a complete list thereof;

 

  1. maintain a complete all Unit financial records for the preceding seven (7) fiscal years;

 

  1. deposit all Unit funds in a bank approved by the Board, write checks as needed on the Unit bank account with all checks in excess of two hundred fifty dollars ($250) countersigned by the President, the Vice President, or another Board member designated by the President and approved by a majority of the Board to serve in this capacity for a specified period of time;

 

      1. keep an accurate account of all receipts and disbursements;

 

  1. submit a financial report at each meeting of the Board;

 

  1. submit a financial report to the Board for each Unit event and/or tournament;

 

  1. file necessary Unit tax returns and corporation information on a timely basis;

 

8,   assure that an annual statement of assets and profit and loss is posted on the Unit website.

 

ARTICLE XII:         Amendments to Bylaws

 

  1. These Bylaws may be amended at any membership meeting where a quorum is present by a two-thirds (2/3) or more vote of those present and voting provided the amendment has been submitted in writing via mail, email, or other means which can be validated to the general membership and has been published on the Unit website at least fourteen (14) days prior to said membership meeting and is held in concert with the regulations referenced in VIII. B. of these bylaws.
     
  2. Unless otherwise specified within the document, an adopted amendment shall be effective upon adjournment of the meeting at which it was adopted.

 

  1. Amendments may originate:

 

  1. by action of a majority vote of the Board of Directors and submission to the Secretary for proper notice to the general membership

 

  1. by petition of twenty percent (20%) of the membership submitted to the Secretary for publication to the general membership having due regard for the fourteen (14) days’ notice prior to a schedule membership meeting or with a request for a special membership meeting.

ARTICLE XIII:        Standing Committees and Other Committees

 

  1. The President, with the approval of the Board, shall appoint and define the duties of such committees as may be necessary to perform the functions of the Unit.

 

  1. The Board shall prepare and maintain a list of common and recommended committees and their duties.

 

  1. Each committee shall include at least one member of the Board with the exception of the Conduct and Ethics committee on which no Board member may serve.
     
  2. Among the committees appointed by the President shall be Conduct and Ethics, a standing committee, whose membership shall consist of non-Board members.

 

ARTICLE XIV:       Unit Games

 

  1. The Unit shall endeavor to utilize its Unit sanctions and provide a variety of Unit Games and Activities.

 

  1. The Board shall enact regulations and establish procedures for the conduct of Unit Games.

           

ARTICLE XV:         Dissolution and Nonprofit Status

 

A.   This Corporation 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 nonprofit purposes.

 

  1. Disposition of Assets

 

  1. In the event of the termination of the Unit, the assets of the Unit may be sold by the Board of Directors if

 

  1. A majority of those present and voting at a membership meeting or other duly constituted special meeting vote to sell the assets of the Unit, and

 

  1. The laws of the USA, Nevada, local governments, and ACBL are followed, and

 

  1. Upon termination of the Unit, after payment of all liabilities and debts, the remaining assets will be transferred into a newly merged Unit or to an appropriate ACBL entity as per regulations and policies of ACBL.

 

  1. If any assets are held in trust, they shall be disposed of in such a manner as may be directed by judgment of a court of appropriate jurisdiction.

 

 

Enacted 3/14/19

 

CERTIFICATION OF THE BOARD OF DIRECTORS

 

The undersigned hereby certifies I am the President of the Unit, a nonprofit corporation, and the above bylaws are a true, correct and complete copy of the bylaws adopted at a duly held meeting of the Board of Directors on the _______ day of ______, 20_____, in accordance with the laws of the State of Nevada, and that the Resolutions are in full force and effect on the Effective Date hereof without having been amended on or subsequent to the Effective Date.

 

IN WITNESS WHEREOF, I have hereunto executed this Certificate in my official capacity on the _____ day of _________, 20______.

 

 

Signed:___________________________

Robert Lafleur

President of ACBL Unit 373