NEBridge - D25 ByLaws

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New England Bridge Conference
Bylaws
2010
Table of Contents
page
ARTICLE I--NAME AND ORGANIZATION 1
Section 1.1. Name
Section 1.2. Incorporation
Section 1.3. Legal Status
Section 1.4. Parent Organization
Section 1.5. Subsidiary Organizations
Section 1.6. Rights and Obligations
ARTICLE II--CONFERENCE PURPOSES & POLICIES 2
Section 2.1. Purposes
Section 2.2. Policies 3
ARTICLE III--GOVERNANCE AND ADMINISTRATION
Section 3.1. Governance: The Board of Delegates.
Section 3.2. Administration: The Executive Committee.
Section 3.3. Conference Officers.
ARTICLE IV--GOVERNANCE: THE BOARD OF DELEGATES 4
Section 4.1. Responsibilities:
Section 4.2. Membership of the Board of Delegates.
Section 4.3. Presiding Officer.
Section 4.4. Meetings.
ARTICLE V--ADMINISTRATION: EXECUTIVE COMMITTEE 6
Section 5.1. Responsibilities
Section 5.2. Membership of the Executive Committee
Section 5.3. Presiding Officer.
Section 5.4. Meetings.
Section 5.5. Permanent Absence of Representatives.
ARTICLE VI--OFFICERS 8
Section 6.1. Designations
Section 6.2. Terms of Office
Section 6.3. Election Process for Conference Officers
Section 6.4. President’s Responsibilities.
Section 6.5. Vice President's Responsibilities.
Section 6.6. Secretary's Responsibilities.
Section 6.7. Treasurer's Responsibilities
Section 6.8. Substitutes for Absent Officers.
Section 6.9. Vacancies of Office.
Section 6.10. Removal from Office.
ARTICLE VII--COMMITTEES 12
Section 7.1 Establishment and Membership
ARTICLE VIII--NOMINATON AND ELECTION OF OFFICERS 12
Section 8.1. Nominating Committee
Section 8.2. Nominees
Section 8.3. Voting
ARTICLE IX—AMENDMENTS 13
Section 9.1 Procedures
ARTICLE X—MISCELLANEOUS 14
Section 10.1 Loans
Section 10.2 Dissolution
Section 10.3. Disclaimer
DEFINITIONS AND ACRONYMS
ACBL American Contract Bridge League
Conference For this document, this phrase shall refer to the New England Bridge
Conference, Inc., also know as ACBL District 25
Delegate Selected by Unit as its member to the Board of Delegates
District The organization with responsibility for management of bridge-related activities
for a geographical area within the ACBL [There are twenty-five (25) Districts in
the ACBL
Member in An ACBL member whose dues (if dues are required) are current and
Good Standing such member is not currently: expelled; serving a term of suspension; serving
indefinite probation; serving probation the initial term of which was twenty-four
or more months; serving a term of probation following a suspension, the initial
term of which was in excess of ninety days.
Representative Person selected by a Unit as its Representative on the Executive Committee
Unit The organization with responsibility for management of bridge-related activities
for a limited geographical area within an ACBL-defined District. [There are (8)
Units in ACBL District 25.]
INTERPRETATION
Whenever the context indicates, the masculine gender shall encompass the feminine and neuter,
and the singular shall encompass the plural or visa versa.
The headings are solely for organization, convenience and clarity. They do no define, limit or
define the scope of these bylaws or the intend in any of the provisions.
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ARTICLE I – NAME AND ORGANIZATION
Section 1.1 The name of this organization shall be the New England Bridge Conference,
(hereinafter referred to in these bylaws as "the Conference").
Section 1.2 Incorporation
The Conference is incorporated as a non-profit corporation under the laws of the
Commonwealth of Massachusetts and shall be governed by the nonprofit
corporation law of the Commonwealth of Massachusetts.
Section 1.3 Legal Status
The Conference is a separate legal entity that interacts with its parent
organization, the American Contract Bridge League (ACBL), and exists for the
purposes specified in Article II of these bylaws.
Section 1.3.1 Registered Office/Registered Agent
The registered office and registered agent of the corporation shall be located in
the Commonwealth of Massachusetts.
Section 1.3.2 Fiscal Year
The fiscal year of the Conference begins on January 1 and ends on December 31
of the same year.
Section 1.4 Parent Organization
The Conference is District 25 of the (ACBL). The Conference operates under
the sanction of the ACBL and in conformity with the ACBL's constitution,
bylaws, regulations and definitions.
Section 1.5 Subsidiary Organizations
All duly organized and franchised Units of the ACBL in good standing and
within the territorial limits of District 25 shall be members of the Conference
without any formal petition or action of the Unit.
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Section 1.5.1 The Conference consists of the following eight (8) Units of the ACBL:
Central Massachusetts (113)
Connecticut (Unit 126)
Eastern Massachusetts (Unit 108)
Maine (Unit 189)
New Hampshire (Unit 150)
Rhode Island (Unit 145)
Vermont (Unit 175)
Western Massachusetts (Unit 196)
Section 1.6 Rights and Obligations
Section 1.6.1 In accordance with the procedures established by the ACBL Board of Directors
and the Conference Board of Delegates, the Member Units shall have voting
rights and other legal rights or privileges in connection with the governance of
the Conference.
The Member Units shall be required to abide by the bylaws, regulations,
policies, code of conduct, and ethical standards established by the Conference
and the ACBL.
ARTICLE II – CONFERENCE PURPOSES & POLICIES
Section 2.1 Purposes
The purposes for which the Conference is organized are the following:
Section 2.1.1 To promote and foster contract bridge and the educational and charitable
program of the ACBL throughout the Conference, not only by engaging in
programs of its own but also by coordinating the activities and programs of its
member Units.
Section 2.1.2 To function as a liaison organization between and among the member Units, to
resolve disputes and eliminate conflicts. All decisions shall be binding upon
Units within the Conference.
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Section 2.1.3 To conduct such bridge tournaments as are allocated by the ACBL within the
Conference's geographical limits.
Section 2.1.4 To promote the highest standards of conduct and ethical behavior of participants
in tournaments and to take whatever steps and actions are necessary to achieve
that purpose.
Section 2.1.5 To perform other functions deemed necessary and appropriate to promote the
best interest of the Conference, its member Units, and contract bridge.
Section 2.2 Policies
Section 2.2.1 To conduct its affairs in a manner consistent with the rules, regulations, policies,
procedures, and bylaws of the ACBL.
Section 2.2.2 No rule, regulation, or bylaw adopted by the Conference shall be inconsistent
with or be in contravention of the rules, regulations and bylaws of the ACBL.
Section 2.2.3 The Conference and the ACBL members that reside in the Conference shall be
subject to and abide by the laws and regulations of the ACBL.
Section 2.2.4 Policies not defined shall use the ACBL policies (i.e. Zero Tolerance,
Discrimination, etc.).
Section 2.2.5 It shall be the policy of the Conference to operate as a non-profit social
organization under Section 401(C)(7) of the Internal Revenue Code.
Section 2.2.6 Capital Stock
The Conference shall not have the authority to issue capital stock.
Section 2.2.7. Political Activity
No part of the activities of the Conference shall consist of participating in any
political campaign on behalf of any candidate for public office.
ARTICLE III – GOVERNANCE AND ADMINISTRATION
Section 3.1 Governance: The Board of Delegates
The ultimate decision-making power of the Conference, as defined in Article
IV, shall be vested in the Board of Delegates.
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Section 3.2 Administration: The Executive Committee
The Executive Committee shall manage the prudential affairs of the Conference.
This responsibility is defined in Article V. The Executive Committee shall take
no action contrary to the directives of the Board of Delegates.
Section 3.3 Conference Officers
The ongoing activities of the Conference shall be conducted under the auspices
of the Conference Officers (listed in Article 6, Section 6). In performing their
roles for the management of the Conference, they shall take no action in
violation of these bylaws. Conference officers shall preside at meetings of the
Executive Committee and the Board of Delegates.
ARTICLE IV – GOVERNANCE: THE BOARD OF DELEGATES
Section 4.1 Responsibilities
The Conference shall be governed by a Board of Delegates representing the
membership. The Board of Delegates is responsible for the following:
Section 4.1.1 To conduct elections of Conference Officers pursuant to Article VIII;
Section 4.1.2 To approve amendments of these Bylaws, pursuant to the provisions of Article
IX;
Section 4.1.3 To acquire, hold, maintain, administer, and dispose of all property of the
Conference, subject to all of the provisions contained in these Bylaws, and in
the Corporate Documents of the Conference;
Section 4.1.4 To initiate, modify, revoke or ratify, by majority vote, any act or action of the
Executive Committee.
Section 4.2 Membership of the Board of Delegates
Section 4.1.2 Each Unit of the Conference shall be allocated a minimum of two (2) Delegates.
The number of delegates from each member Unit in any year shall be based on
the high statistics provided by the ACBL of October 1 of the preceding year as
determined by the League. Additional Delegates are allocated to the Units for
each two hundred (200) additional active members (or major portion thereof).
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Section 4.2.2.1 Each Unit shall certify the names of their assigned Delegates to the Conference
Secretary before 15 January, every year. Delegates so certified shall serve for
one (1) year, beginning with their certification and ending with their
recertification or certification of their successors. Permanent changes must be
certified (in writing or by email) to the Conference Secretary.
Section 4.2.2.2 If any Delegate cannot attend any meeting, an alternate Delegate shall be
assigned from that Unit by the Unit president or Secretary and shall be certified
to the Conference Secretary prior to the start of that meeting. This is a
temporary appointment and will be valid for a single meeting.
Section 4.3.1 The Presiding Officer shall report the activities of the Executive Committee and
the actions of the president of the Board of Delegates at each of its meetings and
seek guidance from the Board of Delegates regarding future activities of the
Executive Committee.
Section 4.4 Meetings
The meetings of the Board of Delegates shall be as follows:
Section 4.4.1 Annual Meeting
The Annual Meeting of the Board of Delegates shall be held at such time and
place as may be fixed by the President in conjunction with a Conference
Regional after August 1 of each year. The agenda of the Annual Meeting shall
include presentation of annual reports, election of Conference officers, and
transaction of such other business as may properly come before the meeting.
Section 4.4.2 Regular Meeting
The Regular Meeting of the Board of Delegates shall be held at such time and
place as may be fixed by the President in conjunction with a Conference
Regional before August 1 of each year.
Section 4.4.3 Special Meetings
Special meetings of the Conference Board of Delegates may be called by the
President or by petition by fifteen (15) Delegates from at least three (3) Units.
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Section 4.4.4 Notice of Meetings
Notice (written, printed or by electronic transmission) stating the place, day and
hour of the Annual and Regular Meetings and, in the case of a Special Meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than 15 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 Delegate
entitled to vote at such meeting.
Section 4.4.5 Quorum
Fifteen (15) Delegates in good standing representing at least five (5) Units of
the Conference shall constitute a quorum at a Conference Board of Delegates
meeting.
ARTICLE V-- ADMINISTRATION: EXECUTIVE COMMITTEE
Section 5.1 Responsibilities
The Executive Committee shall manage the prudential affairs of the Conference,
which responsibility shall include, but not be limited to, the responsibility to:
Section 5.1.1 Manage the funds and property acquired by the Conference.
Section 5.1.2 Hire and discharge all Conference employees, and define the duties and
responsibilities of such employees;
Section 5.1.3 Review reports of the officers and committees, and edit or prepare for
submission to the members of the Board of Delegates, at least annually, for, and
at least ten days prior to the annual meeting, such reports as are necessary for
said Board of Delegates to address and consider all matters to be considered at
such meeting.
Section 5.1.4 Conduct, manage and control Regional Bridge Tournaments allocated by the
ACBL; select the dates and locations for holding such tournaments and review
the reports and suggestions of tournament officials.
Section 5.2 Membership of the Executive Committee
Section 5.2.1 Conference Officers: President, Vice President, Secretary and Treasurer;
Section 5.2.2 The Immediate Past President
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Section 5.2.3 Unit Representatives: One (1) Representative from each Unit with the exception
of Eastern Massachusetts and Connecticut, which shall have two (2)
Representatives. Unit Representatives shall be selected based on the bylaws of
their Unit(s);
Section 5.2.3.1 The members from the Units, other than the members serving as officers, shall
be determined by the Units according to their own rules of procedure, Should
the Unit fail to designate such member or members before January first, the
President of the Conference shall appoint such member or members from said
Unit to the Executive Committee.
Section 5.2.4 The District 25 District Director (a non-voting liaison and advisory member,
with no parliamentary powers).
Section 5.3 Presiding Officer
The President of the Conference shall be the chief executive officer of the
Conference and presiding officer of the Executive Committee. In the absence of
the President, the Vice President shall preside.
Section 5.4 Meetings
The Executive Committee shall meet at such times and places as shall be
established by the President of the Conference.
Section 5.4.1 Special Meetings
Special meetings of the Board of Delegates may be called at any time by the
President, or upon the written request of eight (8) members of the Executive
Committee.
Section 5.4.2 Notice
Notice, written, printed, or electronic, of any regular or special meeting stating
the place, day, and hour of the meeting shall be mailed no fewer than fifteen
(15) days prior to the date of the meeting.
Section 5.4.4 Participation in Meetings by Telephone
Members of the Board may participate in a meeting through use of conference
telephone call or similar communications equipment, as long as members
participating in such meetings can hear one another. All votes taken must be by
roll call and recorded by the Secretary.
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Section 5.4.5 Quorum
Presence in person of six (6) Representatives or alternates representing at least
five (5) Units and three (3) of the four (4) Conference Officers shall constitute a
quorum for the conduct of business. This further applies to a meeting conducted
by a conference telephone call.
Section 5.4.6 Voting by Proxy
Voting by proxy is not permitted.
Section 5.5 Permanent Absence of Representative
In the event that any Representative resigns or is unable to continue service, he
shall be replaced in accordance with the bylaws of his Unit.
ARTICLE VI -- OFFICERS
Section 6.1 Designations
Officers of the corporation shall be a President, a Vice President, a Secretary
and a Treasurer.
Section 6.1.1 The officers shall be elected at the annual meeting of the Conference
immediately preceding the end of their terms.
Section 6.2 Term of office
All terms commence on the first day of January following their election.
Section 6.2.1 President and Vice President
The President and Vice President shall serve one-year terms. The Nominating
Committee, at its discretion, may renominate the President and/or Vice
President for a single, additional one-year consecutive term.
Section 6.2.2 Secretary and Treasurer
The Secretary and Treasurer shall serve two-year terms. Such terms begin on
even-numbered years. The Secretary and Treasurer may serve for an unlimited
number of consecutive terms.
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Section 6.3 Election process for Conference Officers
The nomination and balloting process for Conference Officers is defined in
Article VIII.
Section 6.4 The President shall be the chief executive officer of the Conference. The
President shall be responsible for the following:
Section 6.4.1 To chair the Executive Committee and Board of Delegates meetings.
Section 6.4.2 To determine the rules of order at any meeting of the Board of Delegates or the
Executive Committee
Section 6.4.3 To create all committees (except the Nominating Committee), appoint all
members of such committees and consult with such members of the committees,
at the President’s sole discretion. The President is a voting member of all
committees, with the exception of the Nominating Committee;
Section 6.4.4 To make a full and complete oral report of all actions taken during the
presidency, at each meeting of the Executive Committee and at the meetings of
the Board of Delegates;
Section 6.4.5 To call for Executive Session;
Section 6.4.6 To have discretionary spending powers in an amount not to exceed that
specified by the Executive Committee at its first meeting after the approval of
these amended bylaws.
Section 6.4.7 To coordinate with other members of the Executive Committee, manage the
affairs of the Conference;
Section 6.4.8 To act as the Registered Agent of the Corporation;
Section 6.4.9 To perform other duties which are considered usual and customary as President
and Chief Executive Officer;
Section 6.5 Vice President’s Responsibilities
During the absence or disability of the President, the Vice President shall
exercise all the functions of the President.
Section 6.5.1 The Vice President shall have such powers and discharge such duties as my be
assigned to him by the Executive Committee.
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Section 6.6 Secretary’s Responsibilities
The Secretary shall perform all duties as are incumbent to the office or as
required by law. In addition, the Secretary shall have the following
responsibilities:
Section 6.6.1 To keep minutes of all meetings and preserve same in a book to be maintained
for that purpose.
Section 6.6.2 To maintain a log of all relevant motions made in the Executive Committee;
Section 6.6.3 To issue notices of all meetings;
Section 6.6.4 To keep a record of all Conference permanent trophies;
Section 6.6.5 To keep all corporate documents of the Conference.
Section 6.6.6 To have other duties and responsibilities as requested by the President
Section 6.7 Treasurer’s Responsibilities
The Treasurer shall have the following responsibilities:
Section 6.7.1 To keep and maintain the Conference fiscal records
Section 6.7.2 To have custody of Conference funds and property
Section 6.7.3 To submit financial reports at the regular and annual meetings of the Board of
Delegates, or if so requested, at any special meeting that may be directed by the
President;
Section 6.7.4 To submit at each Executive Committee meeting appropriate financial reports
showing calendar year-to-date (including revenue and expenses for the
reporting period);
Section 6.7.5 To submit all records to the President or his designee for the purpose of an
annual audit of the Conference financial records as directed by the President
and/or Executive Committee;
Section 6.7.6 To be bonded
Section 6.7.7 To have other duties and responsibilities as requested by the President
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Section 6.8 Substitutes for absent officers
If any officer of the Conference 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
Executive Committee may, from time to time, designate the powers or duties of
such officer to any other officer, director or other person it may select.
Section 6.9 Vacancies of Office
Vacancies due to death, resignation, succession to a higher office, or other cause
shall be filled as follows:
Section 6.9.1 President
The Vice President shall serve as President for the remainder of the President’s
term;
Section 6.9.2 Other Officer
When any other office is vacant, the Executive Committee shall appoint an
interim replacement.
Section 6.9.2.1 If the unexpired term of appointed officers other than Vice President exceeds
six months, a special election by the Board of Delegates will be held at the next
appropriate District 25 Regional tournament. The election will be conducted
under the same set of rules for nominating and posting in force for regular
elections.
Section 6.10 Removal from Office
Any officer of the Conference may be removed from office for due cause at any
meeting of the Executive Committee by the following procedure:
Section 6.10.1 Notice of impeachment charges shall be sent to the individual via certified mail
with return receipt, at least fourteen (14) days prior to the Executive Committee
hearing of impeachment.
Section 6.10.2 The notice shall set forth in detain the violations which have caused the
impeachment hearing.
Section 6.10.3 A quorum (as defined in Section 5.4.5) is present.
Section 6.10.4 The Executive Committee and the member being impeached shall have the right
to present evidence, witnesses, and be represented by counsel at their own
expense at the hearing.
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Section 6.10.5 Two-thirds (2/3) of the members of the Executive Committee present at the
meeting vote in the affirmative to remove the individual from his position,
Section 6.10.6 The vote of the Executive Committee shall be considered final.
ARTICLE VII -- COMMITTEES
Section 7.1 Establishment and Membership
The President shall have the power to create and appoint the members of such
standing and special committees (except members of the Nominating
Committee) as he may deem necessary or appropriate, designate the chairs
thereof and assign functions thereto.
Section 7.1.1 The President and Vice President shall be voting members of all committees
except the Nominating Committee
Section 7.1.2 The members of committees need not be members of the Board of Delegates or
the Executive Committee.
Section 7.1.3 Each appointed member of a committee shall serve at the discretion of the
President.
ARTICLE VIII -- NOMINATION AND ELECTION OF OFFICERS
Section 8.1 Nominating Committee
Section 8.1.1 The Nominating Committee shall consist of one (1) person from each member
Unit, who shall be selected by the Unit in accordance with its rules or
procedure.
Section 8.1.2 Before May first of each election year, each Unit shall select a Nominating
Committee member and not more than two (2) alternates, and shall inform the
Conference Secretary of such selections.
Section 8.1.3 The Conference Secretary shall inform each Unit which has failed to meet this
May first deadline of such failure.
Section 8.1.4 For any Unit that shall fail to make such selections by June first, the President
of the Conference shall appoint a Nominating Committee member and not more
than two (2) alternates from such Unit.
Section 8.1.5 As soon after June first as it can conveniently be done, the President via the
Conference secretary shall inform the member Units and the individuals
selected of the composition of the Nominating Committee
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Section 8.2 Nominees
Section 8.2.1 The Nominating Committee shall prepare a slate for the coming term. At least
forty-five (45) days prior to the annual meting, it shall present to the Secretary
the slate to be placed in nomination.
Section 8.2.2 The Secretary shall immediately notify all delegates and the Secretary of each
member Unit of the proposed slate.
Section 8.2.3 Thereafter, but at least fifteen (15) days before the annual meeting, other
persons may be placed in nomination by petition signed by at least fifteen (15)
delegates from at least three (3) Units, directed and mailed or delivered to the
Conference Secretary.
Section 8.2.4 The Conference Secretary shall forward notice of such additional nominations
to the Delegates and the Secretary of each member Unit forthwith.
Section 8.2.5 Not withstanding the provisions of Section 8.2.1 and 8.2.2 of this Article,
nominations may be entertained at the annual meeting with respect to officers to
which no person nominated in accordance with Section 8.2.1 or Section 8.2.3 of
this Article is able to serve, either by reason of death, incapacity, refusal or such
similar reason.
Section 8.3 Voting
Section 8.3.1 In the event there is more than one candidate for any office, the vote for such
office shall be by secret ballot.
Section 8.3.2 If there are two candidates, the candidate with the majority is the winner.
Section 8.3.3 If there are more than two candidates and if no candidate receives a majority on
the first ballot, there shall be a run-off election between the two candidates who
received the most votes on the ballot.
ARTICLE IX -- AMENDMENTS
Section 9.1 Procedures
Section 9.1.1 These bylaws may be amended, altered or repealed and new bylaws may be
adopted by a majority vote of the members present and voting at any meeting of
the Board of Delegates at which a quorum is present, and not otherwise.
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Section 9.1.2 Delegates shall be informed of a proposed amendment at least fifteen (15) days
in advance of the meeting at which said amendment is to be acted upon, and
shall be furnished with a copy of the text of such proposed amendment, or of its
essential matter.
Section 9.1.3 Unless otherwise specified in the proposed amendment, amendments to these
Bylaws shall take effect immediately after they are adopted by the Board of
Delegates.
ARTICLE X -- MISCELLANEOUS
Section 10.1 Loans
Section 10.1.1 No monies from the Conference account shall be loaned to any Conference
member.
Section 10.1.2 No members of this Conference shall be authorized to borrow monies for the
Conference.
Section 10.2 Dissolution
Section 10.2.1 Upon dissolution of the Conference, any asset remaining after payment of, or
provision for its debts and liabilities, shall, consistent with the purposes of the
Conference, be paid over to the ACBL Charity Foundation or to organizations
having similar purposes and goals as the Conference, and which qualify as
exempt organizations under the provisions of the Internal Revenue Code.
Section 10.2.2 No part of the net assets or earnings of the Conference shall inure to the benefit
of or be pair or distributed to any officer, director, member, employee, or donor
of the Conference.
Section 10.3 Disclaimer
In any portion of the Bylaws shall be found invalid or inoperative, then, to the
extent reasonable and possible, the remainder shall remain valid and operative,
and effect shall be given to the intent that portion held invalid or inoperative
manifests.
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