GPDBC BY-LAWS
Bylaws for Grants Pass Duplicate Bridge Club
Revised 08-11-2023
OBJECTIVES OF THE ORGANIZATION
A. To develop, promote and support programs that encourage participation in the
game of duplicate bridge.
B. To promote membership in the ACBL.
C. To provide organized bridge activities and services to satisfy the social,
recreational, educational, and competitive needs of the ACBL membership.
D. To maintain standards of membership, conduct and ethical behavior.
ARTICLE I
CLUB JURISDICTION
This Club shall be in Unit 481.
ARTICLE II
MEMBERSHIP
A. Membership in the ACBL shall carry with it, membership in the Club.
B. A member of ACBL remains in good standing unless he/she fails to pay their
annual ACBL dues and/or has been notified by the Unit Disciplinary Committee that he/she is not a member in good standing.
ARTICLE III
MEMBERSHIP MEETINGS
A. The Annual Membership Meeting of the members shall be held prior to the 31st of December each year as set by the Board of Directors. The Secretary shall post written notice to members of such a meeting at least 30 days prior to the meeting.
B. Special Meetings of the club members may be called at any time by the Board
of Directors or the Club President.
C. A quorum for the transaction of business at any Annual or Special Meeting
shall consist of no less than twenty members.
ARTICLE IV
CLUB BOARD OF DIRECTORS
A. Number of Directors:
The affairs of the Club shall be managed and conducted by the Club Board of Directors, which shall consist of seven people. No person may be a Director who is not also a member in good standing of the Club.
B. Term of Office:
1) Each member of the Board of Directors shall hold office for a period of two consecutive calendar years and shall be so elected that the terms of 3 members will expire in the odd years and 4 members in the even years. The Club year shall be from January 1st to December 31st. The seven Board of Directors shall also be members of the Unit 481 Board of Directors.
2) Board members may serve more than one full consecutive term. They may be selected or appointed to fill a vacancy on the Board to ensure the minimum requirement of Board Members is met.
.
3) Any Board member having three unexcused absences in any six-month period, or five excused or unexcused absences in a twelve-month period, will be replaced at the next Board meeting, after the absences are entered into the minutes as a business item. Excused absences are those for illness or travel that have been announced to the President, Vice-President or Secretary at least two hours before meeting time. The Secretary of the Board shall record attendance at board meetings and shall report to the President when any Board Member qualifies for automatic removal.
C. Nominations:
1) The Board of Directors, at least 6 weeks prior to the Annual Membership Meeting, shall prepare a slate of at least as many candidates as there are open positions. Members of the Club shall be notified of open positions and may engender additional nominations.
2) The names of those nominated shall be posted in the playing room of the Club not less than three weeks prior to the Annual Meeting.
3) Members may make additional nominations off the floor at the Annual Meeting.
4) All nominees shall comply with ACBL requirements.
D. Elections:
1) Every ACBL member in good standing shall be entitled to one vote for each position to be filled.
2) The President may appoint three independent members to prepare, distribute, collect and count all ballots and report the results thereof to the President.
3) ACBL regulations do not allow proxy voting.
4) The Board of Directors, in lieu of ballots, can authorize a vote for nominees by show of hands. A quorum consists of a majority, plus one, of all members present at the Annual Membership Meeting.
E. Vacancies:
Any vacancy on the Board of Directors shall be filled by the affirmative vote of a quorum of the remaining Board of Directors and the person so appointed shall serve for the unexpired term of his or her predecessor in office.
F. Meetings:
The Board of Directors shall hold monthly meetings. The President shall call a Special Meeting of the Board of Directors upon the request in writing from two Club Members or at the President's discretion.
G. Quorum:
A quorum of the Board of Directors for the transaction of business shall consist of a majority of Board Members. with the Board President allowed to vote to break a tie or create a tie. On rare occasions votes by e-mail may be used by the BOD, but this is not a meeting, but rather approval obtained separately from all board members and must later be ratified at a regular meeting. E-mail voting must comply with Roberts Rules of Order. Roberts Rules of Order on e-mail voting is attached to the end of the by-laws.
H. Duties:
In addition to the powers granted by other provisions of these bylaws by the laws of the State of Oregon and ACBL, the Board of Directors shall have the following powers and duties:
a) To acquire, hold, administer and maintain or dispose of all property of the Club.
c) To administer the funds of the Club for the purposes set forth in these bylaws.
d) To hire and discharge contractors needed for facility upkeep and to supervise their conduct and fix their compensation.
e) To submit records annually for an audit of all Club receipts and disbursements to an auditor duly appointed by the Board of Directors.
f) To conduct, manage, supervise and control all the business of the Club.
.
ARTICLE V
OFFICERS
A. Number:
The officers of the Club shall consist of a President, Vice-President, Secretary, and Treasurer. The President and Vice-President must be elected members of the Board. The Secretary and Treasurer may be elected members of the Board or may be ex-officio members.
B. Election:
The Club Board of Directors shall elect all officers at its first meeting following the Annual Membership Meeting and they shall hold office until their successors have been duly elected, or until their death, resignation or removal from office.
C. Vacancies:
Vacancies for any reason shall be filled by appointment by the Board of Directors.
a) A Director may be removed for cause, excluding the absentee policy, at an Annual or Special Meeting of the membership, provided two-thirds of those present shall so vote. The Director subject to removal for cause shall be notified in writing of the grounds for such removal. The grounds for such removal must be submitted with, or prior to, the notice of said meeting and said Director shall have a reasonable opportunity at said meeting to object to and argue his/her removal.
b) Any Director may resign at any time by delivering written notice to the President or the Secretary, or by oral or written notice at any meeting of the Board of Directors. A Director's resignation will take effect upon delivery of notice unless notice of resignation specifies a later effective date. Acceptance of a Director's resignation will not be necessary to make it effective.
D. Duties:
1) President
The President shall supervise the management of the affairs of the Club, subject to the general direction of the Board of Directors. The President shall preside at al meetings of the membership and of the Board of Directors. The President shall appoint committees with the advice and consent of the Board, serve as an ex-officio member of all standing committees and committees appointed by him/her. The President may delegate certain of his/her duties to the Vice-President as indicated below.
2) Vice-President
The Vice-President shall assume all the duties of the office of the President during the President's absence, relinquishing the chair, or inability to act. At the direction of the President, the Vice-President may serve in the place of the President as a member of a committee and perform incidental duties of the President.
3) Secretary
The Secretary shall transmit notices and other communications to the membership through placement of the Secretary's minutes on the facility bulletin board after approval by the President; conduct other Club correspondence; record the minutes of all Annual or Special Meetings of the membership and all meetings of the Board (noting those present and absent at the Board Meetings) including votes on all motions, and perform the other duties incidental to the office.
4) Treasurer
a) The treasurer shall be responsible for managing the Club's finances. This includes banking the Club's income and dispersing assets as required.
The Treasurer shall also be responsible for preparing federal income tax forms, as required.
b) The signatories on the Club's bank account shall be the President and Treasurer.
c) The signatories are authorized to make distribution payments of up to $200.00 without specific Board approval.
d) The Board of Directors is authorized to direct the signatories to make distributions of up to $1,000.00 without club member approval.
e) For expenditures that exceed $1,000.00, the Board of Directors must obtain the written concurrence from at least 20 club members. Checks written in the amount of $1,000.00 or more shall require the signatures of both the Treasurer and the President.
f) If the treasurer is to be absent for more than one week, all checkbooks and accounting materials shall be turned over to the President.
ARTICLE VI
DELEGATION
If any elected Board Member is absent or unable to act, and no other person is authorized to act in such member's place by the provisions of these bylaws, the Board of Directors may, from time to time, delegate the powers or duties of such member to another member, Director, or other person it may select.
ARTICLE VII
COMMITTEES
Standing Committees:
The President shall, with the approval of the Board, appoint such committees (standing and/or ad hoc as may be necessary or desirable, to perform the functions of the organization, and the President shall define their duties
.
ARTICLE VIII
AMENDMENT TO THE BYLAWS
Suggestions for changes to the Club bylaws may be submitted in writing to any Board Member. Votes on the changes will take place at a membership meeting. All members shall be notified no less than 30 days prior to the meeting. Adoption of the changes will require a two-thirds majority of those members present and voting.
ARTICLE IX CLUB MANAGER
A. The Club Manager's duties shall be as outlined in the ACBL's Club
Manager's Handbook.
B. Appointment will be by the Board of Directors for one year commencing at the first meeting following the Annual Meeting. The Club Manager may be appointed for multiple consecutive terms.
C. The Club Manager shall be an ex-officio member of the Board of Directors, unless he/she is also an elected Board Member.
ARTICLE X
HEAD DIRECTOR
A. The Head Director's duties shall consist of recruiting, testing, supervising, and scheduling Club Directors.
B. Appointment will be by the Board of Directors for one year commencing at the first meeting following the Annual Meeting. The Head Director may be appointed for multiple consecutive terms.
C. The Head Director shall be an ex-officio member of the Board of Directors unless he/she is also an elected Board Member.
ARTICLE XI
VOTING
All elected members of the Board of Directors shall have voting rights. Those members of the Board of Directors that were appointed to replace elected members of the Board shall also have voting rights. Ex-officio Board Members do not have voting rights. Directors holding multiple positions shall be limited to one vote.
ARTICLE XII
RULES OF PROCEDURE
The rules of procedure contained in Robert's Rules of Order: Revised Edition shall govern the procedure and order of business at all membership meetings and Board of Directors meetings, except insofar as they are inconsistent with the rules of the ACBL and these bylaws.
ARTICLE XIII
DISSOLUTION OF THE CLUB
In the event that the Club ceases to function and dissolves itself, all assets after the obligations and expenses of the Club have been satisfied, shall be transferred to Unit 481 of the American Contract Bridge League, a tax-exempt organization. In no event shall any of the assets be distributed to any organization which does not qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, or its corresponding future provisions.
ARTICLE XIV
EFFECTIVE DATE
These bylaws shall be effective upon their adoption.
Revised 08-11-2023
OBJECTIVES OF THE ORGANIZATION
A. To develop, promote and support programs that encourage participation in the
game of duplicate bridge.
B. To promote membership in the ACBL.
C. To provide organized bridge activities and services to satisfy the social,
recreational, educational, and competitive needs of the ACBL membership.
D. To maintain standards of membership, conduct and ethical behavior.
ARTICLE I
CLUB JURISDICTION
This Club shall be in Unit 481.
ARTICLE II
MEMBERSHIP
A. Membership in the ACBL shall carry with it, membership in the Club.
B. A member of ACBL remains in good standing unless he/she fails to pay their
annual ACBL dues and/or has been notified by the Unit Disciplinary Committee that he/she is not a member in good standing.
ARTICLE III
MEMBERSHIP MEETINGS
A. The Annual Membership Meeting of the members shall be held prior to the 31st of December each year as set by the Board of Directors. The Secretary shall post written notice to members of such a meeting at least 30 days prior to the meeting.
B. Special Meetings of the club members may be called at any time by the Board
of Directors or the Club President.
C. A quorum for the transaction of business at any Annual or Special Meeting
shall consist of no less than twenty members.
ARTICLE IV
CLUB BOARD OF DIRECTORS
A. Number of Directors:
The affairs of the Club shall be managed and conducted by the Club Board of Directors, which shall consist of seven people. No person may be a Director who is not also a member in good standing of the Club.
B. Term of Office:
1) Each member of the Board of Directors shall hold office for a period of two consecutive calendar years and shall be so elected that the terms of 3 members will expire in the odd years and 4 members in the even years. The Club year shall be from January 1st to December 31st. The seven Board of Directors shall also be members of the Unit 481 Board of Directors.
2) Board members may serve more than one full consecutive term. They may be selected or appointed to fill a vacancy on the Board to ensure the minimum requirement of Board Members is met.
.
3) Any Board member having three unexcused absences in any six-month period, or five excused or unexcused absences in a twelve-month period, will be replaced at the next Board meeting, after the absences are entered into the minutes as a business item. Excused absences are those for illness or travel that have been announced to the President, Vice-President or Secretary at least two hours before meeting time. The Secretary of the Board shall record attendance at board meetings and shall report to the President when any Board Member qualifies for automatic removal.
C. Nominations:
1) The Board of Directors, at least 6 weeks prior to the Annual Membership Meeting, shall prepare a slate of at least as many candidates as there are open positions. Members of the Club shall be notified of open positions and may engender additional nominations.
2) The names of those nominated shall be posted in the playing room of the Club not less than three weeks prior to the Annual Meeting.
3) Members may make additional nominations off the floor at the Annual Meeting.
4) All nominees shall comply with ACBL requirements.
D. Elections:
1) Every ACBL member in good standing shall be entitled to one vote for each position to be filled.
2) The President may appoint three independent members to prepare, distribute, collect and count all ballots and report the results thereof to the President.
3) ACBL regulations do not allow proxy voting.
4) The Board of Directors, in lieu of ballots, can authorize a vote for nominees by show of hands. A quorum consists of a majority, plus one, of all members present at the Annual Membership Meeting.
E. Vacancies:
Any vacancy on the Board of Directors shall be filled by the affirmative vote of a quorum of the remaining Board of Directors and the person so appointed shall serve for the unexpired term of his or her predecessor in office.
F. Meetings:
The Board of Directors shall hold monthly meetings. The President shall call a Special Meeting of the Board of Directors upon the request in writing from two Club Members or at the President's discretion.
G. Quorum:
A quorum of the Board of Directors for the transaction of business shall consist of a majority of Board Members. with the Board President allowed to vote to break a tie or create a tie. On rare occasions votes by e-mail may be used by the BOD, but this is not a meeting, but rather approval obtained separately from all board members and must later be ratified at a regular meeting. E-mail voting must comply with Roberts Rules of Order. Roberts Rules of Order on e-mail voting is attached to the end of the by-laws.
H. Duties:
In addition to the powers granted by other provisions of these bylaws by the laws of the State of Oregon and ACBL, the Board of Directors shall have the following powers and duties:
a) To acquire, hold, administer and maintain or dispose of all property of the Club.
c) To administer the funds of the Club for the purposes set forth in these bylaws.
d) To hire and discharge contractors needed for facility upkeep and to supervise their conduct and fix their compensation.
e) To submit records annually for an audit of all Club receipts and disbursements to an auditor duly appointed by the Board of Directors.
f) To conduct, manage, supervise and control all the business of the Club.
.
ARTICLE V
OFFICERS
A. Number:
The officers of the Club shall consist of a President, Vice-President, Secretary, and Treasurer. The President and Vice-President must be elected members of the Board. The Secretary and Treasurer may be elected members of the Board or may be ex-officio members.
B. Election:
The Club Board of Directors shall elect all officers at its first meeting following the Annual Membership Meeting and they shall hold office until their successors have been duly elected, or until their death, resignation or removal from office.
C. Vacancies:
Vacancies for any reason shall be filled by appointment by the Board of Directors.
a) A Director may be removed for cause, excluding the absentee policy, at an Annual or Special Meeting of the membership, provided two-thirds of those present shall so vote. The Director subject to removal for cause shall be notified in writing of the grounds for such removal. The grounds for such removal must be submitted with, or prior to, the notice of said meeting and said Director shall have a reasonable opportunity at said meeting to object to and argue his/her removal.
b) Any Director may resign at any time by delivering written notice to the President or the Secretary, or by oral or written notice at any meeting of the Board of Directors. A Director's resignation will take effect upon delivery of notice unless notice of resignation specifies a later effective date. Acceptance of a Director's resignation will not be necessary to make it effective.
D. Duties:
1) President
The President shall supervise the management of the affairs of the Club, subject to the general direction of the Board of Directors. The President shall preside at al meetings of the membership and of the Board of Directors. The President shall appoint committees with the advice and consent of the Board, serve as an ex-officio member of all standing committees and committees appointed by him/her. The President may delegate certain of his/her duties to the Vice-President as indicated below.
2) Vice-President
The Vice-President shall assume all the duties of the office of the President during the President's absence, relinquishing the chair, or inability to act. At the direction of the President, the Vice-President may serve in the place of the President as a member of a committee and perform incidental duties of the President.
3) Secretary
The Secretary shall transmit notices and other communications to the membership through placement of the Secretary's minutes on the facility bulletin board after approval by the President; conduct other Club correspondence; record the minutes of all Annual or Special Meetings of the membership and all meetings of the Board (noting those present and absent at the Board Meetings) including votes on all motions, and perform the other duties incidental to the office.
4) Treasurer
a) The treasurer shall be responsible for managing the Club's finances. This includes banking the Club's income and dispersing assets as required.
The Treasurer shall also be responsible for preparing federal income tax forms, as required.
b) The signatories on the Club's bank account shall be the President and Treasurer.
c) The signatories are authorized to make distribution payments of up to $200.00 without specific Board approval.
d) The Board of Directors is authorized to direct the signatories to make distributions of up to $1,000.00 without club member approval.
e) For expenditures that exceed $1,000.00, the Board of Directors must obtain the written concurrence from at least 20 club members. Checks written in the amount of $1,000.00 or more shall require the signatures of both the Treasurer and the President.
f) If the treasurer is to be absent for more than one week, all checkbooks and accounting materials shall be turned over to the President.
ARTICLE VI
DELEGATION
If any elected Board Member is absent or unable to act, and no other person is authorized to act in such member's place by the provisions of these bylaws, the Board of Directors may, from time to time, delegate the powers or duties of such member to another member, Director, or other person it may select.
ARTICLE VII
COMMITTEES
Standing Committees:
The President shall, with the approval of the Board, appoint such committees (standing and/or ad hoc as may be necessary or desirable, to perform the functions of the organization, and the President shall define their duties
.
ARTICLE VIII
AMENDMENT TO THE BYLAWS
Suggestions for changes to the Club bylaws may be submitted in writing to any Board Member. Votes on the changes will take place at a membership meeting. All members shall be notified no less than 30 days prior to the meeting. Adoption of the changes will require a two-thirds majority of those members present and voting.
ARTICLE IX CLUB MANAGER
A. The Club Manager's duties shall be as outlined in the ACBL's Club
Manager's Handbook.
B. Appointment will be by the Board of Directors for one year commencing at the first meeting following the Annual Meeting. The Club Manager may be appointed for multiple consecutive terms.
C. The Club Manager shall be an ex-officio member of the Board of Directors, unless he/she is also an elected Board Member.
ARTICLE X
HEAD DIRECTOR
A. The Head Director's duties shall consist of recruiting, testing, supervising, and scheduling Club Directors.
B. Appointment will be by the Board of Directors for one year commencing at the first meeting following the Annual Meeting. The Head Director may be appointed for multiple consecutive terms.
C. The Head Director shall be an ex-officio member of the Board of Directors unless he/she is also an elected Board Member.
ARTICLE XI
VOTING
All elected members of the Board of Directors shall have voting rights. Those members of the Board of Directors that were appointed to replace elected members of the Board shall also have voting rights. Ex-officio Board Members do not have voting rights. Directors holding multiple positions shall be limited to one vote.
ARTICLE XII
RULES OF PROCEDURE
The rules of procedure contained in Robert's Rules of Order: Revised Edition shall govern the procedure and order of business at all membership meetings and Board of Directors meetings, except insofar as they are inconsistent with the rules of the ACBL and these bylaws.
ARTICLE XIII
DISSOLUTION OF THE CLUB
In the event that the Club ceases to function and dissolves itself, all assets after the obligations and expenses of the Club have been satisfied, shall be transferred to Unit 481 of the American Contract Bridge League, a tax-exempt organization. In no event shall any of the assets be distributed to any organization which does not qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, or its corresponding future provisions.
ARTICLE XIV
EFFECTIVE DATE
These bylaws shall be effective upon their adoption.
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