D25 ByLaws - New England Bridge Conference

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.

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.

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.

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.

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).

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.

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

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.

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.

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.

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

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.

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

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.

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.