the HAWKEYE BRIDGE ASSOCIATION, INC (UNIT 216)
bylaw changes Oct. 2012
6.3 after the wording in
the fourth line Directors whose terms shall expire at the end of
the year OR AT SUCH OTHER TIME AS HEREIN SPECIFIED (what's in caps
should be added at this point and then the rest of the paragraph is
okay until the bottom line. Erase the word before and replace with
6.5 in the second line,
it should read, years, the terms to commence January 1 of the year
following the election OR AT THE NEXT DULY NOTICED MEETING AFTER
THE ELECTION WHICHEVER FIRST OCCURS.
6.6 in the third line, put a period after the word President and
then erase the rest of that sentence (and shall coincide with the
following tournaments: Hawkeye Holiday, Spring Festival and Cornbelt).
NAME; PURPOSES; OFFICES
Name: The name of this corporation shall be the
Hawkeye Bridge Association, Inc. The Hawkeye Bridge Association,
Inc. is also known as ACBL Unit 216 and referred to in these Bylaws
as the “Unit”.
Incorporation: The Unit is incorporated as a nonprofit
corporation under the laws of the State of Iowa and shall be
governed by the applicable corporation law of said State.
purposes for which the Unit is organized are: 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
1.4 Registered Office and Registered Agent: The registered
office of the Corporation shall be located in the State of Iowa at
such place as may be fixed from time to time by the Board of Directors
upon filing of such notices as may be required by law.
AMERICAN CONTRACT BRIDGE
2.1: 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 I
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
ARTICLE III (Go
to: ARTICLE I Name; Purposes; Offices ARTICLE VI Board of Directors of
ACBL UNIT JURISDICTION
Section 3.1: The geographical area
within which this Unit shall have ACBL jurisdiction is confined to
the following counties within the State of Iowa: Adair,
Adams, Appanoose, Audubon, Boone, Cass, Clarke, Dallas, Decatur,
Fremont, Guthrie, Jasper, Jefferson, Lucas, Madison, Mahaska,
Marion, Marshall, Monroe, Montgomery, Page, Polk,
Ringgold, Shelby, Story, Taylor, Wapello, Warren, Wayne, and Union
and such area as may in the future be assigned to it by the Board
of Directors of Directors of the ACBL.
Section 4.1 Members: Any person who is
a member of the American Contract Bridge League and resides within
the geographical area over which this corporation has jurisdiction
shall be a member of the Unit. Any person who lives
outside the geographical area over which this corporation has
jurisdiction may apply for membership in the Unit according to
regulations established by the ACBL. Any person who resides within
the geographical area of the Unit may apply to become a member of a
different Unit according to regulations established by the ACBL.
Section 4.2 Rights and
accordance with the procedures established by the ACBL Board of
Directors, the members of the Unit shall have voting rights and any
other legal rights or privileges in con- nection
with the governance of the Unit. 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.
Termination of Membership: A member shall remain a member
of the Unit unless and until he changes his residence to a place
outside the jurisdiction of the Unit, without taking the necessary
steps to retain membership in the Unit, per ACBL regulations.
ARTICLE V ( Go
to: ARTICLE I Name; Purposes; Offices)
Annual Meeting: The Annual Meeting of the Unit shall be
held at such time and place as may from time to time be fixed by
the Board of Directors. The agenda of the Annual Meeting shall
include presentation of annual reports and transaction of such
other business as may properly come before the meeting. Failure to
hold an annual meeting shall not work a forfeiture or dissolution
of the Unit or invalidate any action taken by the Board of
Directors or Officers of the Unit.
Special Meetings: Special meetings of the membership of
the Unit may be called by the President or by the Board of
Directors. A special meeting shall be called by the President on
petition by not less than twenty-five (25) members of the Unit
entitled to vote.
5.3. Place of Meeting: All membership meetings
of the Unit shall be held within the geographical limits of the
5.4. Notice of Meetings: Notice, written, printed or
by electronic transmission, stating the place, day and hour of the
annual meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not
less than fourteen (14) days before the date of the meeting, by or
at the direction of the President, Secretary or officers or persons
calling the meeting, to each member entitled to vote at such
meeting. Notice shall be deemed given by posting at the
Des Moines Bridge House.
Quorum: The members present in good standing of the Unit
shall constitute a quorum at any meeting of the membership, but
there must be at least twenty (20) members present at said meeting
for it to be considered a valid meeting. .
Proxy Voting: No proxy voting shall be permitted at
membership meetings. However, prior voting for Directors
may be permitted by the Board of Directors as further explained in
DIRECTORS (Changes made to these bylaws in October 2012 are
shown with strike through of deleted and underlining of added
Powers and Duties: The management of all business,
property, and interests, and other affairs of the Unit shall be
vested in its 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 implement the purposes and aims of the Unit as set
forth in Article I. The Board of Directors is the sole
judge of its own membership.
Section 6.2. Directors’
Fiduciary Duties and Standards of Conduct: Each Director is subject
to a duty of loyalty to the Corporation and a duty of care in the
performance of his duties as a Director.
Section 6.3. Nomination
and Election of Directors: At a time reasonably in advance of each annual
meeting of the Unit, the President shall appoint a nominating
committee. The nominating committee shall determine and present to
the members a list of nominees for election as Directors to fill
the positions of those Directors whose terms shall expire at the
end of the year or at such other time as herein specified. Nominations
for Directors shall be accepted from the floor at said membership
meeting. The members shall, by affirmative vote
required, elect the requisite number of Directors from among the
list of nominees. The top vote-getters shall fill the required
Director slots. There shall be only one vote per member of good
standing but said vote may be cast for at least seven (7)
before after, as well as at, the
annual meeting itself.
Section 6.4. Number: The Board of
Directors shall consist of twelve (12) members. All Directors must
be members in good standing of the ACBL as well as members of the
Section 6.5. Term of
Office: Four (4)
Directors shall be elected each year for terms of office of three
(3) years, the terms to commence January 1 of the year following
the election or at the next duly notice meeting after the
election whichever first occurs. All Directors shall hold
office until their successors are elected and qualified or until
their sooner death, resignation or removal.
Section 6.6. Regular and
Special Meetings: The
Board of Directors shall establish a schedule for regular meetings.
Regular meetings of the Board of Directors shall be held, with
proper notice, three (3) times each year. The meetings shall
commence at a time and place designated by the President.
and shall coincide with the following
tournaments: Hawkeye Holidays, Spring Festival, and Cornbelt. Special meetings of the Board of
Directors may be called at any time by the President, the Board of
Directors, or upon the written request of five (5) or more
Directors. Members of the Board of Directors may participate in a
meeting of such Board of Directors 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.
Notice: Notice, written or printed, of any regular or
special meeting stating the place, day and hour of the meeting
shall be mailed no fewer than fourteen (14) days prior to the date
of the meeting. Notice may be provided only by electronic
transmission (e-mail) to those Directors who so consent. Notice
shall be deemed given by posting at the Des Moines Bridge House.
Section 6.8. Waiver of
of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends for the express
purpose of objecting to the transaction of business because the
meeting is not lawfully called or convened. A waiver of notice
signed by the Director or Directors, whether before or after the
time stated for the meeting, shall be equivalent to the giving of
Participation in Meeting by Conference Telephone: Directors may
participate in a meeting through use of conference telephone or
similar communications equipment, as long as Directors partici- pating in
such meeting can hear one another.
majority of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of
Section 6.11. Vacancies: All vacancies in
the Board of Directors, whether caused by resignation, death or
otherwise, may be filled by the affirmative vote of a majority of
the remaining Directors. A Director elected to fill any vacancy
shall hold office for the unexpired term of his predecessor and
until a successor is elected and qualified.
Section 6.12. Removal: A Director may be
removed for cause at any meeting of the Board of Directors provided
at least two thirds (2/3) of those present shall so vote. The
Director subject to removal for cause shall be notified in writing
of the grounds for such removal. Such notice shall be delivered by
certified mail. The grounds for such removal must be submitted with
the notice of said meeting and said Director shall have a
reasonable opportunity at said meeting to object to and argue his
removal with representation by counsel of his choosing.
director may resign at any time by delivering written notice to the
President or the Secretary, or by giving oral or written notice at
any meeting of the Board of Directors. A Director’s resignation
will take effect upon delivery of notice unless the notice of
resignation specifies a later effective date. Acceptance of a
Director’s resignation will not be necessary to make it effective.
Voting by Proxy: Voting by proxy is not permitted.
ARTICLE VII ( Go
to: ARTICLE I Name; Purposes; Offices)
officers of the Corporation/Unit shall be a President, a
Vice-President, a Secretary, and a Treasurer. All officers shall be
elected for terms of one year by the Board of Directors. Officers
shall hold office until their successors are elected and qualified.
Section 7.2. President: The President
shall preside at all meetings of the Board of Directors, shall have
general supervision of the affairs of the corporation and shall
perform such other duties as are incident to the office or are
properly required of the President by the Board of Directors.
Section 7.3. Vice
the absence or disability of the President, the Vice President
shall exercise all the functions of the President. The Vice
President shall have such powers and discharge such duties as may be
assigned to him from time to time by the Board of Directors.
Section 7.4. Secretary: The Secretary
shall issue notices for all meetings, shall keep minutes of all
meetings, shall have charge of the corporate books, and shall make
such reports and perform such other duties as are incident to the
office, or are properly required of the Secretary by the Board of
Section 7.5. Treasurer: The Treasurer
shall have the custody of all monies and securities of the
Corporation/Unit and shall keep regular books of account. The
Treasurer shall disburse the funds of the Corporation/Unit in
payment of the just demands against the Corporation/Unit or as may
be ordered by the Board of Directors and shall render to the Board
of Directors, from time to time as may be required, an account of
all transactions undertaken as Treasurer and of the financial
condition of the Corporation/Unit. The Treasurer shall perform such
other duties as are incident to the office or are properly required
by the Board of Directors.
Section 7.6. Delegation: If any Officer of
the Corporation/Unit is absent or unable to act and no other person
is authorized to act in such Officer’s place by the provisions of
these Bylaws, the Board of Directors may, from time to time,
delegate the powers or duties of such officer to any other Officer,
Director or other person it may select.
may be removed by a vote of at least two thirds (2/3) of the
Directors present at a Board of Directors meeting.
case any office shall become vacant by reason of death,
resignation, removal or otherwise, the
Directors then in office may appoint a successor or successors for
the unexpired term.
Compensation and Reimbursement of Officers: The Officers of the Unit
shall serve without compensation, except for an annual stipend to
the Secretary and to the Treasurer as determined by the Board of
Directors of Directors, but the Officers may be authorized to
receive reimbursement of expendi-tures
made on behalf of the Unit.
Resignation of Officers: Any
Officer may resign at any time by delivering written notice to the
President, the Secretary, or the Board of Directors, or by giving
oral or written notice at any meeting of the Board of Directors. Any
Officer’s resignation will take effect upon delivery of notice
unless the notice of resignation specifies a later effective date.
Acceptance of an Officer’s resignation will not be necessary to
make it effective.
ARTICLE VIII ( Go
to: ARTICLE I Name; Purposes; Offices)
President, with the approval of the Board of Directors, shall have
the 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
Section 8.2 Executive
Board of Directors may designate, from among its Directors, an
Executive Committee. This committee shall have powers as provided
by resolution of the Board of Directors of Directors except as
prohibited by nonprofit law. Rules governing meetings of the
executive committee shall be as established by the Board of
Directors, or in the absence thereof, by the committee
itself. This committee shall consist of President, Vice
President, Secretary, Treasurer and immediate Past President (ex
Section 8.3 Other Committees: Other committees
shall be established at the discretion of the President. Each
committee may adopt rules for its meetings which are not
inconsistent with these bylaws.
Section 8.4. Term of
member of a committee shall serve until a successor is appointed
unless the committee is sooner dissolved.
AMENDMENT OF THE BYLAWS
9.1: These bylaws may be amended, altered or repealed and
new bylaws may be adopted by a vote of the Board of Directors of at
least two thirds (2/3) of the Directors present
at any meeting of the Directors at which a quorum is present, and
10.1. Exemption of Private Property: Consistent with § 504.901
of the Code of Iowa, the private property of the members,
Directors, Officers, employees, and volunteers of the
Corporation/Unit shall be exempt from all debts, obligations and
liabilities of the Corporation/Unit of any kind whatsoever and
members, Directors, Officers, employees, and volunteers of this
Corporation/Unit shall not be personally liable in that capacity,
for a claim based upon an act or omission of the person performed
in the discharge of the person’s duties, except for (1) the amount
of any financial benefit to which the person was not entitled; (2)
an intentional infliction of harm on the Corporation/Unit; (3) a
violation of Section 835 of the Revised Iowa Nonprofit Corporation
Act; or (4) an intentional violation of criminal law. If Iowa law
is hereafter changed to mandate or permit further elimination or
limitation of the liability of the Corporation/Unit’s members,
Directors, Officers, employees and volunteers shall be eliminated
or limited to the full extent then permitted.
Section 10.2.Non-Liability: Except
as otherwise provided by law, a Director, Officer or employee
of the Corporation/Unit is not liable for the Corporation/Unit’s
debts or obligations and a Director, Officer, or other volunteer is
not personally liable in that capacity, for a claim based upon any
action taken or failure to take any action in the discharge of the
person’s duties, except liability for (1) the amount of any
financial benefit to which the person was not entitled; (2) an
intentional infliction of harm on the Corporation/Unit; a violation
of Section 835 of the Revised Iowa Nonprofit Corporation Act; or
(4) an intentional violation of criminal law. If Iowa law is
hereafter changed to permit further elimination or limitation of
the liability of Directors, Officers, employees or other volunteers
for monetary damages to the Corporation/Unit, then the liability of
such Director, Officer, employee or other volunteer of the
Corporation/Unit shall be eliminated or limited to the full extent
then permitted. The Directors, Officers, employees or other volunteers
of the Corporation/Unit have agreed to service in their respective
capacities in reliance upon the provisions of this Article.
Section 10.3. Indemnification: Except
as otherwise provided by law, a Director of the Corporation/Unit
shall be indemnified by the Corporation/Unit for liability, as
defined in Section 851, subsection 5, of the Revised Iowa Nonprofit
Corporation Act, to any person for any action taken, or any failure
to take any action, as a Director, except liability for any of the
following: (1) of any financial benefit to which the
person was not entitled; (2) an intentional infliction of harm on
the Corporation/Unit; (3)a violation of Section 835 of the Revised
Iowa Nonprofit Corporation Act; or (4) an intentional violation of
The Corporation/Unit may, by authorization
set forth in the Bylaws, provide such additional indemnification to
such of the Officers, employees, and agents of the Corporation/Unit
to such extent and to such effect as it shall determine to be
appropriate and authorized by applicable law.
The rights and authority conferred in this
Article shall not be exclusive of any other right which any person
may have or hereafter acquires under any statute, provision of the
Articles of Incorporation, or Bylaws of the Corporation/Unit,
agreement, vote of disinterested Directors, or otherwise. Any
repeal or amendment of this Article by the Directors of the
Corporation/Unit shall not adversely affect any right or protection
of a Director of Officer existing at the time of such repeal or
ARTICLE XI ( Go
to: ARTICLE I Name; Purposes; Offices)
Publication: The official publication of the Unit shall be
as designated by the Board of Directors as the “Hawkeyer”
and shall be published by the Unit.
Inoperative Portion: If any portion of the Bylaws shall be
invalid or inoperative, then, to the extent reasonable and
possible, the remainder shall be valid and operative, and effect
shall be given to the intent that portion held invalid or
Interpretation: Whenever the context indicates, the
masculine gender shall encompass the feminine and neuter, and the singular shall encompass the
plural or vice versa. The headings are solely for organization,
convenience and clarity. They do not define, limit or describe the
scope of these bylaws or the intent in any of the provisions.
Books and Records: The Unit shall keep correct and complete
books and records of accounts and shall keep minutes of all
proceedings of its Board of Directors and membership meetings.
Fiscal Year: The fiscal year for the Corporation shall run
from January 1 to December 31 annually.
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. On the dissolution or
winding up of the Corporation assets remaining after payment of, or
provision for payment of, all debts and liabilities of the
Corporation shall be distributed according to the regulations and
policies of the ACBL. If the Corporation 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.
OF THE BOARD OF DIRECTORS OF DIRECTORS
hereby certifies (i) I am the
_______________ of the Unit, a nonprofit corporation, (ii) the
above Bylaws are a true, correct and complete copy of bylaws
adopted at a duly held meeting of the
Directors on the ___ day
of _________, 200__, and in accordance with the laws of
the State of ___________, 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.
WHEREOF, I have hereunto executed this Certificate in my official
capacity on ___ day of _____, 200_.