MAINE BRIDGE ASSOCIATION

Unit 189 of American Contract Bridge League (ACBL)

BYLAWS OF MAINE BRIDGE ASSOCIATION

(As amended 12/7/2002)

Prologue The Maine Bridge Association ("Association") is the jurisdictional arm of the American Contract Bridge League ("ACBL") within the State of Maine. It has been designated by the ACBL as Unit #189. Like the ACBL, the Association is a non-profit organization dedicated to the supervision and promotion of duplicate contract bridge in its various forms.

The Association is governed by a Board of Directors and Officers selected from the membership according to procedures set out in these Bylaws.

ARTICLE I – MEMBERSHIP

Section 1. Any person residing in Maine is eligible for membership in the Association unless suspended or expelled by the ACBL or by the Association pursuant to these Bylaws. Membership in the ACBL includes membership in the Association for those who are eligible, with no further dues, fees, or conditions. Dues, fees, and conditions of membership are established and administered by the ACBL.

Section 2. The privileges of membership in the Association, in addition to those  of any ACBL member, are as follows:

(1) To vote at the annual meeting and at any special meeting of the membership on any matter duly submitted to the membership.

(2) To receive all publications of the Association, including  notices of membership meetings.

(3) To play in any game or tournament limited to members of the Association, such as the Maine State Championship.

(4) To be eligible for appointment to any office or committee of the Association.

Section 3- There shall be an annual meeting of the members at a time and place established by the Board of Directors. It shall be held in conjunction with the Maine State Pairs Championship. Special meetings of the members may be called at any time by the Board of Directors or by the President.

Section 4.  Notice of any meeting of the members shall be given by publication in the Association newsletter or by other notice by mail to all members and shall be given at least twenty days before the meeting. The notice shall include a brief description of the matters to be taken up.

Section 5.  A quorum for the transaction of business at any meeting of the members shall consist of 25 members present. Unless otherwise voted or provided herein, an affirmative voice or show-of-hands vote of a majority of those members present shall decide any question.

Section 6.  The membership of the Association shall be divided into geographical areas as follows:

Area 1: York and Cumberland Counties, except for the Town of Brunswick.

Area 2: Oxford, Franklin, Androscoggin, Sagadahoc, and Lincoln Counties, and the Town of Brunswick

Area 3: Kennebec, Somerset, Knox, and Waldo Counties.

Area 4: Penobscot, Piscataquis, Hancock, Aroostook, and Washington Counties.

ARTICLE II – DIRECTORS

Section 1.  The governing body of the Association shall be a Board of Directors elected at every other annual meeting beginning in 1991. It shall include the Officers of the Association and the most recent Past President, and at least ten other members of the Association.

Section 2.  Directors other than those serving ex officio shall serve for a term of two years. There shall be no limitation on the number of terms a Director may serve.

Section 3.  Vacancies on the Board of Directors may be filled by the President, and persons appointed to fill vacancies shall serve until the next annual meeting at which a slate of Directors and Officers are presented by the Nominating Committee.

Section 4.  The Board of directors, other than the members serving ex officio, shall be elected at such annual meeting of the membership. The election procedure shall be as follows:

1. At least ninety days before such annual meeting, the President shall appoint a nominating committee. This committee shall comprise five members, one from each geographical area of the Association and one additional member who shall be designated Chairperson of the Committee.
2.  The Chairman shall call a meeting of the committee to be held more than sixty days before such annual meeting of the membership. At this meeting, the committee shall agree upon a slate of Directors to be presented at the annual meeting. Notice of such slate shall be given to the members of the Association through publication in the Association Newsletter or by other notice by mail not less than twenty days before such annual meeting.
3.  Additional nominations may be made by the membership of the Association, in writing and signed by at least twenty members, and submitted to the Secretary not less than ten days before such annual meeting but need not be published to the membership beforehand.
4.  Election shall be by written ballot only when additional nominations have been properly prepared and submitted to the Secretary under Paragraph 3 of this Section. The Secretary shall prepare such ballots, which shall include:
   1. The slate of Directors nominated by the nominating committee, divided according to the geographical area.
   2. For each area space to write in the names of other persons nominated pursuant to Paragraph 3 of this Section: 
   3. A notation, for each geographical area, of the number of Directors to be elected from that area.
5. Each geographical area shall be entitled to a total of one elected director for every fifty (50) or major (more than ½) fraction thereof of members in good standing as of the July 1 prior to election.
6. Each member shall be entitled to one vote for each Director to be elected.
7. Absentee ballots shall be received by the Secretary at least twenty-four hours before the annual meeting. Such ballots need not conform to the format of the ballot described in Paragraph 4 of this Section; but should set out in understandable terms the intention of the voter. The validity of an absentee ballot shall be determined by the Secretary. Such ballots shall be signed by the voter.
8. The Secretary shall tabulate the votes and report the results at the same annual meeting as they are cast.

Section 5. In addition to the above, the Editor of the Unit publication and the Publicity Director shall be members of the Board of Directors. If either of these people is a member of the Board for another reason, there will be no replacement.

Section 6.  The Board of Directors shall hold at least two meetings each year at times and places specified by the President. Notice of such meetings shall be given by publication in the Association Newsletter or by mail, at least twenty days before the meeting.

Section 7. Notwithstanding the provision of Section 4 above, a meeting of the Board of directors may be held immediately following the annual meeting at which the board is elected. Such meeting may be announced by the President at the annual meeting.

Section 8. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of Directors.

Section 9. The powers of the Board of Directors shall consist of the following:

1. To acquire, hold, administer, maintain, and dispose of all the property of the Association.
2. To appropriate the funds of the Association for purposes consistent with these Bylaws.
3. To audit all receipts and disbursements.
4. To fix compensation for Officers and employees of the Association.
5. To arrange schedules for tournaments, and to coordinate such schedules with the ACBL.
6. To conduct, manage, supervise, and control all the business of the Association.
7. To hear and act upon appeals from the actions of the Conduct and Ethics Committee established under these Bylaws.
8. To delegate its powers to the Executive Committee when inconvenient to hold a meeting of the Board of Directors. However, decisions made under this delegation shall be reviewed at the next meeting.

ARTICLE Ill – OFFICERS

Section 1. The officers of the Association shall consist of a President, a 1st Vice President, a 2nd Vice President, a Secretary, a Treasurer, and a Tournament Coordinator.

Section 2. Officers shall be nominated and elected in the same manner as Directors. The same nominating committee shall nominate both Officers and Directors.

Section 3. Vacancies shall be filled by the Board of Directors. During any interim, the President shall be responsible for the duties of the vacant office.

Section 4. The duties of the President shall be as follows:

1. To preside over all meetings of members, the Board of Directors, and the Executive Committee.
2. To appoint the members and chairman of all committees authorized by these Bylaws or by the Board.
3. To exercise general supervision over the activities of the Association, and to perform such other duties as are incidental to his office or which may be conferred upon him by the Board.
4. To act as intermediary between the Association and the ACBL as required to coordinate the activities of the two organizations.
5.  To be a member ex officio of all committees of the Association except the Nominating Committee.

Section 5. The President shall serve without compensation.

Section 6. The duties of the 1st and 2nd Vice Presidents shall be established from time to time by the Board or by the President. In the event of the absence or incapacity of the President, the 1st Vice President shall perform the duties of the President. If the Presidency becomes vacant, the 1st Vice President shall become President and serve the remainder of the term. If the 1st Vice President acts as or becomes President pursuant to this Section, the 2nd Vice President acts as or becomes 1st Vice President.

1. Section 7. The 1st and 2nd Vice Presidents shall serve without compensation. Section 8. The duties of the Secretary shall be as follows:
   To keep records of names and addresses of all members of the Association. and of their ACBL rankings.
2. To take minutes of meetings of members and of the Board of Directors and of such other meetings as the Board of Directors or the President shall direct.
3. To receive and retain all reports of Officers and Committees.
4. To perform such other duties as may be required by the President or the Board of Directors.

Section 9. The Secretary shall be compensated in a manner and amount to be determined by the Board of Directors.

Section 10. The duties of the Treasurer shall be as follows:

1. To have the care and responsibility of all funds and properties of the Association.
2. To submit reports to the Board of Directors at each of its meetings and to the members at the annual meeting, listing all money received and disbursed.
3. To make payments from the Treasury of all amounts authorized by the President or by any other person authorized by the Board of Directors to incur financial obligations on behalf of the Association.

Section 11. The Treasurer shall be compensated in a manner and amount to be determined by the Board of Directors.

Section 12. The duties of the Tournament Coordinator shall be as follows:

1. To propose schedules of tournaments to be held as approved by the Board of Directors.
2. To coordinate the tournament schedule with the ACBL.
3. To appoint tournament chairs for such tournaments, and to supervise the activities of such tournament chairs.
4. To supervise reporting of results to the ACBL.
5. To perform such other duties in connection with tournaments and their scheduling as are directed by the President or by the Board.

Section 13. The Tournament Coordinator shall be compensated in a manner and the amount to be determined by the Board of Directors.

ARTICLE IV - EXECUTIVE COMMITTEE

The Executive Committee shall be comprised of the Officers of the Association. The Committee may act for the Board of Directors when so instructed or when it is inconvenient to wait for a Board meeting. All decisions reached by the Committee shall be reviewed at the next Board meeting. The Committee may be convened without prior notice by the President, or another Officer in his or her absence. Committee decisions may be made by telephone polling.

ARTICLE V – COMMITTEES

Section 1.    A Conduct and Ethics Committee shall be the only permanent Committee of the Association. Other committees may from time to time be formed by the President or by the Board of Directors.

Section 2. All appointments to committees shall be by the President with the approval of the Board of Directors. The President shall be a member ex officio of all committees, but without power to vote. Members shall serve at the President's pleasure.

Section 3. The Conduct and Ethics Committee shall comprise at least three members. The function of this committee shall be to consider and act upon reports of alleged dishonest, unethical, or improper conduct of Association members in bridge tournaments, and of others participating in Association sponsored tournaments. The committee may take appropriate disciplinary action for such conduct, including but not limited to censure, suspension, or expulsion.

Section 4. Disciplinary action by the committee shall be governed by- the following procedure:

1. Written notice of alleged misconduct shall be provided to the accused and a reasonable time provided for reply.
2. A hearing shall be held, in private, with the accused having the right to be present and to be represented by counsel.
3. The accused shall have the right to confront witnesses against him, and to present evidence on his own behalf.
4. Action taken shall be by majority vote of the members of the committee conducting the hearing.

Section 5. Any person aggrieved by the action taken against him by the Conduct and Ethics Committee may appeal to the Board of Directors for a hearing de nova on this matter. Such appeal must be made in writing to the President within thirty days of the action appealed from. The Board of Directors shall conduct a hearing under rules like those described in Section 4 above. Action shall be majority vote of the Directors conducting the hearing.

ARTICLE VI - UNIT RECORDER

Section 1. The Association shall have a Unit Recorder.

Section 2. The function of the Recorder shall be to receive complaints of alleged misconduct and to dispose of such complaints privately and informally if possible. When informal procedures seem inappropriate to the Recorder, he may bring a matter to the attention of, and act as prosecutor before, the Conduct and Ethics Committee for proceeding in accordance with Article V, Sections 3-5.

ARTICLE VII – AMENDMENTS

Section 1. These Bylaws may be amended by a two-thirds vote of the membership present at any annual meeting or any special meetings of the membership called for that purpose. Notice of the proposed amendment shall be included in the notice of the meeting at which it is to be taken up.

Section 2. An amendment may be proposed by any member by submitting the Amendment to the President, who shall place it on the agenda for the next meeting of the Board of Directors. The Board of Directors shall decide by majority vote whether to present the proposed amendment to the membership as provided in Section 1 above.

Section 3. Amendments adopted pursuant to this Article shall be adopted immediately.