By-Laws of The Unit 112 Bridge Association Inc.
Revised: Jan.5, 2002
Revised: Jan. 4, 2003 (corrected)
ARTICLE I.
Section 1. This Corporation shall be known as The Unit 112 Bridge Association, Inc., and will hereinafter be called the Corporation or The Unit 112.
Section 2. The objectives of the Corporation shall be: To preserve and promote the best interests of and to stimulate interest in the art of playing competitive, duplicate contract bridge, and any modification thereof; to promote the social and intellectual welfare of the members of the Corporation by providing, organizing, and conducting regular charity events, sectional, regional, or other tournaments sanctioned by the American Contract Bridge League, Inc., and to provide or arrange for places at which such tournaments may be played for the entertainment of the members of the corporation and their guests; to promote the development and organization of existing and additional contract bridge clubs within the territory in which the CorporationÕs operations are carried out; to associate with other units similar to itself in other areas of the state, nation, and Canada that are affiliated with the American Contract Bridge League, Inc., in jointly conducting with them a regional tournament in Upstate New York under the sanction of the American Contract Bridge League, Inc., to associate itself in the conduct of all activities with and under the rules and regulations of the American Contract Bridge League, Inc., and to conduct such activities as may be in keeping with its principal objectives.
ARTICLE II.
Section 1. The territory in which the CorporationÕs activities will be conducted will be the counties of Broome, Cayuga, Chemung, Chenango, Cortland, Delaware, Genesse, Herkimer, Jefferson, Lewis, Livingston, Madison, Monroe, Oneida, Onondaga, Ontario, Orleans, Oswego, Otsego, Saint Lawrence, Schuyler, Seneca, Steuben, Tioga, Tompkins, Wayne, Wyoming, and Yates, all being located generally in Southern, Central, or Northern New York State, together with such additional counties, as may be assigned to it by, the American Contract Bridge League, Inc., as part of the territory of the Corporation.
Section 2. The territory is divided into playing areas by the directors. No playing area shall be smaller than an entire county, but may include two (2) or more counties that adjoin.
ARTICLE III.
The Corporation is designated as The Unit 112 Bridge Association, Inc. of the American Contract Bridge League, Inc., hereinafter called the A.C.B.L. or The League. The League is recognized as the supreme authority governing competitive duplicate contract bridge in the United States.
The provision of the Certificate of Incorporation and By-Laws of this Corporation shall be in harmony with those of the A.C.B.L., which, for carrying out of the general purposes of this Corporation, shall be construed its parent organization.
ARTICLE IV.
Section 1. Affiliated Clubs: Affiliated clubs are all clubs that are sanctioned by the A.C.B.L. within The Unit 112.
Section 2. Playing Areas:
a. Composition by Counties is currently as follows:
Area # 1: Genesee, Livingston, Monroe, Orleans, Wyoming
Area # 2: Onondaga
Area # 3: Herkimer, Madison, Oneida
Area # 4: Broome, Tioga
Area # 5: Jefferson, Lewis, Saint Lawrence
Area # 6: Chemung, Steuben
Area # 7: Chenango, Delaware, Otsego
Area # 8: Cayuga, Ontario, Seneca, Wayne, Yates
Area # 9: Cortland, Schuyler, Tompkins
Area #10: Oswego
b. Function:
1. To organize sectionals and local tournaments and promote bridge activities in their areas.
2. To elect representatives to the Board of Directors of the Corporation.
Article V.
Section 1. All persons who are members of the A.C.B.L. in good standing and residing in the territory within which this Corporation operates shall be eligible for membership.
Section 2. If a member changes their official residence to a place outside the territory allotted to the corporation, membership in the Corporation shall terminate. If a member wishes to retain their membership in the territory allotted to the Corporation, then he/she must obtain written approval from both the new and old units.
Section 3. A member may be censured, suspended or expelled by the Board of Directors as provided in Article VIII, Section 4 of these By-Laws.
ARTICLE VI.
The annual dues shall be established by the A.C.B.L. and are included in the dues collected by the League.
ARTICLE VII.
Section 1. Annual Meeting: There shall be a meeting of the Corporation held in conjunction with the first Unit sponsored sectional tournament in January of each year. At this meeting the members shall receive the annual report of the officers and directors and transact any other business, which, may properly come before the meeting. Notice of this meeting will be announced in the Newsletter that precedes this meeting. If a specific subject is to be considered and voted on then information pertaining to this subject matter will be printed in the Newsletter preceding the annual meeting. In the event that the subject pertains to an amendment to the By-Laws then the text of the proposed amendment will be included. The duly elected officers will be introduced to the member-ship at the start of the meeting and will preside at the meeting.
Section 2. Special Meetings: Special meetings of the Corporation may be called by the Board of Directors, the Executive Committee at their discretion, or upon written request of fifty (50) members of the Corporation to consider some specific matter. Notice of the date, time and place of such meeting and specific subject(s) to be considered shall be given in the Newsletter published at least one month preceding the date of any such special meeting. Except for the regular order of business herein provided for, no business other than the specific subject(s) set forth in the notice of the meeting of the members shall be conducted.
Section 3. Quorum: The presence in person or by proxy of fifty (50) members of the Corporation entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future date not more than thirty (30) days later. No additional notice of the adjourned meeting need be given unless it can be included in an issue of the Newsletter mailed within seven (7) days of the date of the adjourned meeting. In this event only, only the specific subject(s) set forth in the notice shall be considered.
Section 4. Voting: All subject matter properly submitted that is not otherwise specifically prescribed in these By-Laws to be handled in a specific manner, shall be decided by a majority vote of the members present or by their proxy. Each member shall be entitled to one vote.
Section 5. Proxies: Each member of the Corporation entitled to vote at any meeting may vote by proxy. A proxy shall be in writing and shall be revocable at the discretion of the member executing it. The duration of a proxy, unless otherwise specifically provided, shall be until the next annual or special meeting of the Corporation held hereafter or any adjourned date thereof.
Section 6. Order of Business: The order of business shall be as follows:
a. Receive the annual report of the Board of Directors
b. Recommendations by members to the Board of Directors
c. Consider amendments to the By-Laws as proposed and approved by the Board of Directors.
d. Action upon any specific subject that has been made the purpose of the meeting, including amendments to the By-Laws.
ARTICLE VIII.
BOARD OF DIRECTORS
Section 1. The property, affairs, and business of the Corporation shall be vested in a Board of Directors who will be elected as outlined in Sections Two (2) and Three (3) of this Article. Members of the Board shall, upon election, immediately enter upon the performance of duties and shall continue in office until their successors shall duly be elected and qualified. All past presidents of The Unit 112 Corporation shall be entitled to notice of and attend all Board of Directors meetings. They shall be entitled to one (1) vote, the same as any director, as long as they shall attend one (1) meeting in a calendar year to maintain their rights. The Secretary and Treasurer, if not elected members of the Board, shall be eligible to vote on all matters that come before the Board and shall be deemed to represent the Unit as a whole.
Section 1A. To be eligible to serve as a Director or Officer of the Corporation, an individual must be a member in good standing of the A.C.B.L.
Section 2. Election of Directors and Terms: Each playing area shall be entitled to representation on the Board of Directors of the Corporation according to the number of A.C.B.L. members in that playing area. Each playing area whose membership exceeds fifty (50) members shall be entitled to two (2) directors. If its membership exceeds one hundred (100) they shall be entitled to three (3) directors. No playing area shall be entitled to more than three (3) directors, excluding past presidents.
Section 3. Election of Directors and Terms: Each playing area shall elect the directors to which it is entitled under Article VIII, Section 2, at their annual meeting, or by ballot election or at a meeting called for that purpose. Notice of the intent to hold this election, should be publicized by the playing area by any means available to allow ample notice to their members. All A.C.B.L. members of the playing area are entitled to one vote. Reasonable expenses incurred in the election process of The Unit 112 Bridge Association, Inc. directors, will be reimbursed by the Corporation. Directors shall serve a term of two (2) years. A director may be reelected. Replacement of a director during his/her term due to circumstances that prohibit a director from performing his/her duties shall be fulfilled by appointment based on a majority vote of the playing areaÕs Board of Directors. The replacement will serve until the next election process of that playing area. The Playing Area must immediately notify the Unit Secretary of all changes.
Section 4. Duties of the Directors: In addition to any powers granted under other articles of these By-Laws, the Board of Directors shall have the following powers and duties;
a. They shall have general charge and management of the affairs, funds, and property of the Corporation.
b. They shall have power to manage, conduct, supervise, and control the business and activities of the Corporation and to do all lawful acts and things that are not by statute, by the certificate of incorporation, by the rules and regulations of the A.C.B.L., or by these By-Laws, required to be exercised or done by the members.
c. To acquire, administer, maintain, or dispose of the property of the Corporation.
d. To appropriate the funds of the Corporation for any of its purposes or objectives.
e. To cause an audit to be made of all receipts and expenditures of the Corporation.
f. To require, at their option, the Treasurer of the Corporation to secure a surety bond.
g. To obtain public liability insurance to protect the Corporation from any claims for damages arising out of the holding of a sectional.
h. To designate the person or persons, officer or officers who shall sign checks or the expenditures of funds of the Corporation.
i. To assist and supervise duplicate clubs that may receive sanctions from the A.C.B.L.
j. To approve applications of affiliated duplicate clubs or playing areas to hold special events.
k. To hire and discharge employees and agents, specify their duties, supervise their conduct and fix their compensation.
l. To authorize the printing and the circulation or any documents or articles necessary or appropriate for the purposes of the Corporation, including the Newsletter now published by the Corporation, which shall be the official publication of the Corporation.
m. To adopt rules of conduct and deportment and a code of ethics to govern membership attendance and conduct at the tournaments or games conducted by the Corporation or any club affiliated therewith. Any code of ethics adopted hereunder shall include provision for hearings, decisions, penalties and appeals.
n. To assemble lists of master point holders or life masters and establish special awards for meritorious bridge performance by its members.
o. To conduct, manage, supervise and control sectional tournaments conducted by its playing areas, including the sanctioning thereof, the selection of dates therefore, the selection of playing site therefore, and the establishment of suitable general regulations for the holding of all of the sectional tournaments held within the territory assigned to the Corporation and for which sanctions are given by the A.C.B.L. Subjected to the foregoing provisions, each playing area shall have the right to conduct and manage its own local or sectional tournament, subject to all rules and regulations of the A.C.B.L.
p. To censure, suspend, expel, or otherwise discipline any member, officer, or director of the Corporation. Any such censure, suspension, expulsion, or other disciplinary action shall be in accordance with A.C.B.L. policy or, in the absence of such, be determined prior to issuance of the written charges and will be subject to appeal. No such member, officer, or director shall be censured, suspended, expelled, or otherwise disciplined until they have been furnished with written charges at least ten (10) days before any special hearing called for that purpose or a scheduled board meeting where the charges will be addressed. The individual will be given an opportunity to be heard before the Unit Board of Directors and to be represented by counsel (of his own choosing) if he chooses to do so. An appeal from any such disciplinary action by the Board of Directors of the Corporation may be taken to the National Board of Directors of the A.C.B.L.
q. To elect at the last meeting in the calendar year from among the directors, a president and a vice-president. They shall serve a term of one (1) year and may be eligible for reelection. They will assume office at the first meeting of the following year.
r. To elect annually a secretary and a treasurer. Such officers shall serve for a term of one (1) year and shall be eligible for reelection. They will assume office at the first meeting of the following year the same as all elected officers.
s. To do any other things that they consider proper and advisable to promote the objectives of the Corporation to best protect the interests and welfare of its members.
ARTICLE IX.
Section 1. The Board of Directors shall hold an annual meeting in conjunction with the first Unit 112 sponsored sectional tournament held in January of each year to receive the annual financial report of the treasurer, to check the forthcoming tournament schedule, and to conduct all necessary business that may properly come before the meeting.
Section 2. The Board of Directors shall hold regular meetings in conjunction with sectional tournaments for the purpose of conducting all necessary business that may properly come before the meeting.
Section 3. Special meetings may be called by the president or by a majority of the directors.
Section 4. A minimum of seven (7) days notice of the time and place of any meeting, annual, or special shall be mailed by the secretary to each director. The notice shall contain so far as possible the agenda of the meeting.
Section 5. Each director or their proxy shall be entitled to one (1) vote on any matter coming before the meeting and a majority vote shall prevail.
Section 6. Quorum: A majority of the elected directors or their proxy, per the SecretaryÕs current roster, not including past presidents shall constitute a quorum at any meeting of the Corporation. [Majority equal to one (1) more than half (½)] If a quorum shall not be present at any meeting, an emergency shall be considered to have arisen within the meaning of Article XI, Section 4, and the Executive Committee may act upon any business that could otherwise have come up for deliberation at the meeting.
ARTICLE X.
Section 1. The President shall preside at all meetings of the Board and shall generally supervise and manage the affairs of the Corporation including all duties usually considered incidental to the conduct of the office. He/she shall appoint such committees as considered necessary to assist them in carrying out their duties. The President shall appoint a nominating committee not later than sixty (60) days before the date of the last meeting of the calendar year, this committee shall submit a proposed slate of officers for the ensuing year.
Section 2. The Vice President shall assume and carry out all of the duties of the office of President upon the death, absence, or inability of the President to act.
Section 3. The Secretary Shall:
a. Have the custody of the documents of the Corporation;
b. Deposit the documents as the Board of Directors may designate from time to time;
c. Keep a record of all members of the Board of Directors;
d. Conduct all official correspondence;
e. Record all minutes of the general and membership meetings, note and log, all amendments to these By-Laws;
f. Notify the Board members and past presidents at least one (1) week before Board meetings;
g. Perform such other duties and functions as may be assigned by the Board of Directors from time to time.
h. Maintain a Policy and Procedure Guideline Manual for Officers of the Corporation.
Section 4. The Treasurer shall:
a. Have custody of the funds of the Corporation;
b. Deposit the funds in such bank or banks as The Unit Board deems necessary;
c. Keep accurate records of all receipts and expenditures and be prepared to have them audited annually so that an audited financial report can be submitted at the meeting of the Corporation;
d. Secure a surety bond as treasurer at the option of the Board;
e. Perform such duties and functions as may be assigned by the Board of Directors from time to time;
f. Required to follow and adhere to the Financial Policies and Procedures of The Unit 112 Bridge Association;
g. Prepare annually a budget for submission to the Directors for the following year.
ARTICLE XI.
Section 1. The Executive Committee shall consist of five (5) members. The President, Vice President, Secretary, and Treasurer of the Board. The fifth member shall be elected from the Board of Directors at the same board meeting when the officers are elected. The fifth member shall be elected for a one (1) year term. They will assume their position at the first meeting of the following calendar year and will be eligible for reelection.
Section 2. The Executive Committee is empowered to investigate and report to the Board of Directors any new business that they feel should be brought before the Board of Directors, and to make such recommendations in respect thereto as they feel proper.
Section 3. The Executive Committee shall recommend to the Board of Directors the action it feels should be taken upon application of any playing area for additional representation as provided for in Article VIII, Section 2.
Section 4. In the event an emergency arises, that in the judgment of the Executive Committee, will not permit time for the calling of a special meeting of the Board of Directors to act thereon. Then the Executive Committee may act in such an emergency with all the power and authority vested by these By-Laws in the Board of Directors. A Quorum of three (3) members, including at least the President or Vice President shall be required to officiate at any Executive Committee meeting.
Section 5. The Executive Committee may delegate an auditor to provide an annual audit of the corporationÕs finances.
ARTICLE XII.
Section 1. The following sectional tournaments that are now authorized by the Corporation shall be set forth unless otherwise changed by the Board of Directors.
Playing Area # 1 = 2 Playing Area # 6 = 1
Playing Area # 2 = 2 Playing Area # 7 = 1
Playing Area # 3 = 1 Playing Area # 8 = 1 Playing Area # 4 = 1 Playing Area # 9 = 1
Playing Area # 5 = 1 Playing Area # 10 = 1
Section 2. In addition, The Unit 112 Bridge Association, Inc. shall sponsor an annual sectional tournament. The location of this tournament shall be designated by the Board of Directors.
Section 3. Each playing area will pay a sanction fee to the Unit for its sectional tournament. This fee per table will be sent to the Treasurer of the Corporation. (This sanction fee is determined by the Board of Directors.) The tournament chairperson is responsible for this payment and for submitting a statement of expenses, profits and/or losses to the Treasurer of the Corporation. Profits will remain within the playing area. Tournaments suffering losses will be reimbursed at the discretion of the Board of Directors.
ARTICLE XIII.
AMENDMENT TO BY-LAWS
These By-Laws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of the members of the Corporation, but only after such action shall have been approved by a two-thirds (2/3) vote of the Board of Directors. The proposed amendment(s) shall be published in the Newsletter published the month preceding any meeting of the membership, and notice of the meeting shall be given as provided in Article VII, Section 1.