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Release 2.19p
Unit By-Laws
 
 
  Objects (Sample)

BY-LAWS
Of the
REDDING UNIT #464

(December 2012)

ARTICLE I

Name; Jurisdiction; Non-Profit Status; Purposes

Section 1.1 Name: The Unit's name is Redding Unit #464. The Unit functions within the By-Laws and Regulations of the American Contract Bridge League (ACBL) and its District #20.

Section 1.2 Jurisdiction: The geographical area within which this Unit shall have jurisdiction shall be such area as is presently or may in the future be assigned to it by the Board of Directors of the ACBL. This area is currently comprised of Modoc, Shasta, Siskiyou, Tehama and Trinity Counties in the State of California.

Section 1.3 Non-Profit Status: The Unit is a 501C4 nonprofit organization meeting the requirements of both State and Federal agencies. It is not organized for the private gain of any person.

 

Section 1.4 Purposes:

 

  1. To foster community welfare in the furtherance of the game of contract bridge in its various forms of competition;

  2. To promulgate high standards of conduct and ethics to its members and to enforce such standards;

  3. To provide organized bridge activities and services to satisfy the social, recreational, and competitive needs of the membership and the community;

  4. To conduct tournaments and other competitive events as permitted by the ACBL;

  5. To cooperate in the ACBL's charity program and to sponsor and conduct charity events with the object of realizing funds to be devoted to worthy humanitarian causes;

  6. To conduct such other activities as may he in keeping with its principal objectives. All activities lie within the meaning of R&TC Section 23701f.

 

ARTICLE II


American Contract Bridge League

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 By-Laws. As such, the Unit and its members shall be subject to and abide by the By-Laws and regulations of the ACBL as in existence and amended from time to time by ACBL. No rule, regulation or by-law adopted by the Unit shall be inconsistent with or be in contravention of the rules, regulations and by-laws of the ACBL. The Unit shall conduct its affairs in a manner consistent with the rules, regulations, policies, procedures and by-laws of the ACBL. Membership in the ACBL shall carry with it membership in the Unit.

 

 

ARTICLE III

 

Membership

Section 3.1 Members: Any person who is a member of the ACBL and resides within the jurisdictional area of the Unit shall be a member of the Unit. Any person who lives outside the geographical area over which this Unit has jurisdiction may apply for membership in the Unit according to regulations established by the ACBL. Any person who resides within the geographical jurisdiction of the Unit may apply to become a member of a different Unit according to regulations established by the ACBL. Membership in the Unit carries with it membership in each affiliated club.

Section 3.2 Rights and Obligations: In 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 connection 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 By-Laws, regulations, policies, code of conduct and ethics standards established by the ACBL.

Section 3.3 Termination of Membership: Any person who has been a member of the Unit may become terminated as a result of:

a) Change of residence to a location outside the jurisdiction of the Unit, in which case the person shall become a member of a new unit immediately when the change of address has been processed by ACBL;

b) The member has failed to pay dues in accordance with regulations of the ACBL;

c) The member has been suspended or expelled from membership in accordance with regulations established by the ACBL.

ARTICLE IV


Membership Meetings

Section 4.1 Annual Meeting: The Annual Meeting of the Unit members shall be held at such time and place as may from time to time be fixed by the Unit Board of Directors and may be held in connection with a tournament or special event which Unit members attend. Failure to hold an annual meeting shall not work a forfeiture or dissolution of the Unit or invalidate any action taken by the Unit Board of Directors.

Section 4.2 Special Meeting: 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 10% of the Unit members entitled to vote.

 

Section 4.3 Place of Meeting: All membership meetings of the Unit shall be held within the geographical limits of the Unit.

Section 4.4 Notice of Meetings: Notice in writing shall be provided each affiliated dub at least 30 days prior to the Annual Meeting. In the case of Special Meetings the purpose(s) for which the meeting is called and the time and place of the Special Meeting shall he delivered at least 10 days prior to the meeting date.

Section 4.5 Quorum: Ten percent (10%) of the Unit's total voting members in good standing shall constitute a quorum to transact business at any Annual or Special meeting of the Unit.

Section 4.6 Proxy Voting: No proxy voting shall be permitted at membership meetings.

 

ARTICLE V

 

Unit Board of Directors

 

Section 5.1 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 power 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 5.2 Directors' Fiduciary Duties and Standards of Conduct: Each Member of the Unit Board is subject to a duty of loyalty to the Unit and a duty of care in the performance of duties as a director.

Section 5.3 Nomination and Election of Directors: Any Unit member in good standing, except the Unit Manager, shall he eligible to serve as a member of the Unit Board of Directors. In September each Club within the Unit shall be entitled to nominate one (1) director for each sanctioned session held by that club to serve on the Unit Board of Directors. These nominations shall he presented to the Unit Manager prior to the October Board Meeting. Nominations may also be made by petition signed by any ten qualified Unit members and delivered to the Unit Manager prior to the October Board Meeting. The Unit Manager shall then prepare ballots to be voted on at each club during the two weeks prior to the November meeting. Each member shall vote only once in the County in which they reside. Club Managers shall be responsible to certify that each member only votes one time and to deliver the ballots to the Unit Manager at the November Board Meeting. The Board shall certify the election. Should a tie occur, the Board will determine by secret ballot which elected member shall serve on the Board of Directors. New directors will take their seats on the Board of Directors at the December Board meeting and elect officers for the new year.

Section 5.4 Number of Directors. The Unit Board of Directors shall consist of no less than five (5) members. The number of directors shall be equal to the number of sanctioned session held by clubs within the Unit. The out-going President of the Board of Directors shall hold a position on the next year's Board and shall serve as Parliamentarian with full voting privileges.

Section 5.5 Term of Office: All directors shall be elected each year for terms of office of one (1) year. The terms will commence on December 1 of each year following the election in November. All Board Members shall hold office until their successors are elected and qualified or until their sooner death, resignation, or removal.
 

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ection 5.6 Regular and Special Meetings: The Board shall establish a schedule for regular meetings. Regular meetings of the Board shall be no less than nine (9) in a calendar year. Special meetings of the Board may be called at any time by the President or the Board. With prior Board approval and with technical capability, Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment which results in all persons participating in the meeting hearing each other at the same time. Thus, participation by such means shall constitute presence in person at a meeting.

Section 5.7 Notice of Meetings: Written notice of regularly scheduled Board meetings is provided the Unit membership by means of the annually updated Bridge Calendar and Membership Roster distributed each January. Board directors shall make the Bridge Calendar and Membership Roster available to all club members.

Section 5.8 Waiver of Notice: Attendance 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 notice.

Section 5.9 Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5.10) 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 the predecessor and until a successor is elected and qualified.

Section 5.11 Removal: A Director may be removed for cause at any meeting of the Board of Directors provided 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 removal with representation by counsel of Director's choosing. Absence from two consecutive meetings without an accepted excuse shall he cause for automatic removal without redress.

Section 5.12 Resignation: Any 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.

Section 5.13 Voting by Proxy: Voting by proxy is not permitted.

 

 

 

ARTICLE VI
Officers

Section 6.1 Designations: The officers of the Unit shall be a President, a Vice-President, a Secretary, and a Treasurer. All officers shall be elected for terms of one year (January 1 through December 31) by the Board of Directors. The Parliamentarian is the most-recent termed-out President and is not elected. Officers shall hold office until their successors are elected and qualified.

Section 6.2 Election of Officers: At the November Unit Board of Directors meeting, the President shall appoint a Nominating Committee comprised of at least two directors who will be charged with submitting a slate of officers at the December Board meeting. The Board of Directors will conduct an election of officers during the December Board meeting.

Section 6.3 President: The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the Unit and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors. A director may not serve as President for more than two consecutive years.

Section 6.4 Vice-President: During 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/her from time to time by the Board of Directors.

Section 6.5 Secretary: The Secretary shall issue notices for all meetings, shall keep minutes of all meetings, shall have charge of the records and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary of the Board of Directors.

Section 6.6 Treasurer: The Treasurer shall have the custody of all monies and securities of the Unit and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the Unit or as may be ordered by the Board of Directors and shall render 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 Unit. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors.

Section 6.6 Delegation: If any officer of the 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 By-Laws, 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.

Section 6.7 Vacancies: In case any office shall become vacant by mason of death, resignation, removal or otherwise, the Board of Directors may appoint a successor or successors for the unexpired term.

 

Section 6.8 Removal: Any officer may be removed for cause at any meeting of the Unit Board of Directors provided two-thirds (2/3) of those present constituting a quorum shall so vote. The Officer 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 Officer shall have a reasonable opportunity at said meeting to object to and argue removal with representation by counsel of Officer's choosing. Absence from two consecutive meetings without an accepted excuse shall be cause for automatic removal without redress.

Section 6.9 Compensation and Reimbursement of Officers: The officers of the Unit shall serve without compensation but may he authorized to receive reimbursement of expenditures made on behalf of the Unit.

Section 6.10 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 VII


Unit Manager

Section 7.1 Election/Selection: The Unit may elect, appoint or hire an ACBL member Unit Manager who is accountable to the ACBL for enforcement of ACBL rules and regulations.

Section 7.2 Unit Manager's ACBL Responsibilities: The Manager's responsibilities to the ACBL include but are not limited to the supervision of:

  1. The issuance of rating points and Blue Ribbon certificates;

  2. The preparation and filing of the Monthly Report Form;

  3. Correspondence with the ACBL on Unit matters;

  4. Applying for sanction renewals and reporting any changes of a Club manager or session changes on a form provided by the ACBL for this purpose.

Section 7.3 Unit Manager's Administrative Responsibilities:

 

  1. Ordering and maintaining supplies;

  2. Ordering rating point books;

  3. Maintaining a file of all Unit correspondence, report forms, etc.;

  4. Arranging for Unit Game's Director;

  5. Maintaining an annually updated Unit roster and ensures that it is available to all affiliated Clubs every January;

  6. Maintaining an annually updated Unit calendar of events. Each affiliated Club must present their proposed calendar for the coming year to the Unit Manager during October;

  7. Making any necessary changes to affiliated clubs proposed calendars due to conflicts.

ARTICLE VIII

Club Manager

Section 8.1 Designation: Each affiliated club must designate an ACBL member as its manager. The manager may be the owner or he/she may be elected, appointed or hired. He is accountable to the ACBL, for the enforcement of ACBL rules and regulations in all games conducted by his club.

Section 8.2 Club Manager's ACBL Responsibility: Responsibilities to the ACBL include, but are not limited to, the supervision of:

a) The issuance of rating points and Blue Ribbon certificates;
b) The preparation and filing of the Monthly Report Form;

c) Correspondence with the ACBL on club matters;

d) Applying for sanction renewals and reporting any change of the Club Manager or session changes on a form provided by the ACBL for this purpose. The signatures of both the Club Manager and the owner (proprietary club), or Club Manager and President or Secretary (sponsored club) must be on the form when it is filed.

Section 8.3 Club Manager's Administrative Responsibility:

 

  1. Ordering and maintaining supplies;

  2. Ordering rating point books;

  3. Maintaining a file of all Unit correspondence, report forms, etc.;

  4. Arranging for Unit Game's Director (under supervision of the Board of Directors);

  5. Providing the Club’s proposed calendar of events for the coming year to the Unit Manager during October. Any changes due to conflicts will be made by Unit Manager.

  6. Distribute the annually updated Unit 464 Bridge Calendar and Membership Roster to the Club’s members.

 

ARTICLE IX
 

Committees

Section 9.1 Establishment: The President, with the approval of the Board of Directors, shall have the power to create and appoint the members of 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 Directors. Each committee may adopt rules for its meetings which are not inconsistent with these By-Laws.

Section 9.2 Disciplinary. Committee: The President, with the approval of the Board of Directors, shall have the power to create and appoint members of a Disciplinary Committee as is deemed necessary or appropriate.

 

Section 9.3 Term of Office: Each member of a committee shall serve for one (1) year and until a successor is appointed unless the committee is sooner dissolved.

 

 

ARTICLE X


Amendment of the By-Laws

Proposed amendments to the By-Laws may be made by a petition signed by at least thirty (30) members of the Unit and submitted to the Secretary at least thirty 30 days in advance of the annual meeting or any special meeting called for that purpose, or upon petition signed by at least five (5) members of the Unit Board of Directors. It shall be the duty of the Secretary to incorporate the text of the proposed amendment in the Notice of the meeting. The concurrence of two-thirds (2/3) of all members present and voting shall be required to pass any amendment.

 

ARTICLE XI

Miscellaneous

Section 11.1 Publication: The official publication of the Unit shall be as designated by the Board of Directors and shall be published by the Unit.

Section 11.2 Inoperative Portion: If any portion of the By-Laws shall he invalid or inoperative, then, to the extent reasonable and possible, the remainder shall be valid and operative, and effect shall he given to the intent that portion held invalid or inoperative manifests.

Section 11.3 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 By-Laws or the intent in any of the provisions.

Section 11.4 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.

Section 11.5 Fiscal Year: The fiscal year for the Unit shall run from January 1 through December 31.

Section 11.6 Loans: The Unit will not make loans to any director or officer. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Unit for the amount of such loan until the repayment thereof.

ARTICLE XII
Dissolution and Non-Profit Status

This Unit 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 non-profit purposes. On the dissolution or winding up of this Unit, assets remaining after payment of, or provision for payment of, all debts and liabilities of this Unit shall be distributed to a 501C3 or 501C4 organization according to the regulations and policies of the ACBL. If this Unit 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.

CERTIFICATION OF THE BOARD OF DIRECTORS

The undersigned hereby certifies that (1) I am the Secretary of the Unit, a non-profit Unit. (2) the above By-Laws are a true and correct and complete copy of the Unit By-Laws adopted at a duly held meeting of the Unit membership on the 11th day of March 2007, and in accordance with the laws of the State of California. and (3) 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.

IN WITNESS WHEREOF. I have hereunto executed this Certificate in my official capacity on

On day of , 2012

By:

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