By-Laws

As of 11/02/09.

ARTICLE I,  PURPOSE

            The Boca Grande Duplicate Bridge Club, Inc. is a non-profit Florida corporation operating under the jurisdiction of the American Contract Bridge League for the purpose of providing opportunities for playing bridge, promoting public interest in bridge, facilitating educational opportunities on the subject of bridge, sponsoring duplicate bridge tournaments,  and fostering the highest standards of ethics, sportsmanship, and fellowship in bridge games.

ARTICLE II,  MEMBERSHIP

                (a)  MEMBERS.   The membership shall consist of persons who are interested in bridge and have paid the currently prescribed annual dues.

                (b)  DISCIPLINE.   Any member may be censored, suspended, or expelled by the Board of Directors for unbecoming conduct or unethical practice, provided that the member against whom such action is proposed shall first be invited, with reasonable notice, to appear before the Board or a committee thereof and make appropriate defense or rebuttal of the allegations against him or her.

ARTICLE III,  BOARD OF DIRECTORS

                (a)  NUMBER.   The governing body of the Club shall be a Board of eight members.  

                (b)  ELECTION.   Two directors shall be elected at each annual meeting by secret ballot of the members in good standing who are present.  The new directors shall assume office immediately after the election.

                (c)  ELIGIBILITY.   No bridge club owner or director of a proprietary game shall be eligible.

                (d)  SPECIAL ELECTION.   If there is initially a shortage of directors or a director resigns, moves from the vicinity, or becomes unable to serve, the directors shall elect a director or successor director until the next annual meeting, at which time a director shall be elected by the members to fill any  unexpired term.

                (e)  RESPONSIBILITIES.   The Board of Directors shall have the duty and authority to establish and regulate matters of policy, consider disciplinary actions, and set dues and assessments.

                (f)  MEETINGS.   Meetings of the Board shall be called by the President.  The Board of Directors shall meet at least once annually.  The President shall also call a meeting when requested to do so by a majority of  the Directors.  Five days’ notice shall be given of any meeting of the Board provided that the majority of the Directors  present at any Club duplicate game at which a quorum is present may waive such notice.

                (g)  QUORUM.   A majority of Directors shall constitute a quorum of the Board.

                (h)  VOTING.   The affirmative vote of the majority of the Directors present at a meeting at which q quorum is present  shall be necessary for any action of the Board.

ARTICLE IV,  OFFICERS

                (a)  OFFICERS.   The Officers shall be a President, a Vice-President, a Secretary and a Treasurer.  They shall be elected by the Board at the first meeting of the Board after the annual meeting, and shall hold office until the first meeting of the Board subsequent to the following annual meeting.

                (b)  PRESIDENT.   The President shall preside at all meetings of the Club, shall call and preside at the meetings of the Board, and shall appoint committees, subject to the approval of the Board, and shall perform all other duties that usually pertain to the office of president. 

                (c)  VICE-PRESIDENT.   In the absence or disability of the President, the Vice-President shall perform the duties of President.

                (d)  SECRETARY.   The Secretary shall record and keep the minutes of all proceedings, give notice of meetings, notify Directors and Officers of election, keep an up-to-date list of all members with their addresses, phone numbers and emails, collect dues and transmit the same to the Treasurer, and perform such duties as the office shall require. 

                (e)  TREASURER.   The Treasurer shall receive and safely bank all the funds for the Club.  All checks shall be signed by either the Treasurer, the President, or the Vice-President whose signatures shall be on file with the Bank.  Expenditures in excess of $100 must be approved by the Board.

ARTICLE V, MEMBERSHIP MEETINGS

                (a)  REGULAR MEETINGS.   Any day on which regular games are scheduled shall be deemed a regular meeting of the membership for action on business matters, provided a quorum is present.

                (b)  QUORUM.   Ten percent of the total members, whose dues are paid up, present at any meeting of the membership, shall constitute a quorum.

                (c)  ANNUAL MEETING.   The annual meeting shall be held on the first convenient game day in January.  Notice of each annual meeting shall be given by verbal announcement at each of the three scheduled regular games preceding the annual meeting, or by regular (or electronic) mail mailed two weeks before the annual meeting.

ARTICLE VI,  APPOINTMENT OF THE DIRECTORS

                (a)  FIRST BOARD OF DIRECTORS.   The first Board of Directors shall be made up of the founding members of the Boca Grande Duplicate Bridge Club.  At the first meeting of said Board, the Directors shall elect, by majority vote, who amongst them shall fill the offices of President, Vice President, Treasurer and Secretary.  At said meeting the Directors shall also decide who amongst them shall serve the original two, three, four, and five consecutive year terms of office. These original terms of office are distinct from a “regular” term of office as described in Article VII (d) below.

.ARTICLE VII,  ELECTION OF THE DIRECTORS

                (a)  NOMINATING COMMITTEE.   At least one month prior to the annual meeting, the Board of Directors shall appoint a Nominating Committee consisting of three members, one of whom shall be designated Chairman.

                (b)  NOMINATIONS.   At any time prior to two weeks before the annual meeting any member in good standing may submit in writing to the Committee the name or names of suggested persons to be considered as possible directors.   From all the suggestions thus gathered, the Committee shall nominate persons for the two vacancies on the Board.  Such nominations shall be posted at the Club meeting place at the start of the regular meeting prior to the annual meeting.

                (c)  ELECTION.   Election shall be by secret ballot.  Only regular members, whose dues are paid, shall be eligible to vote.

                (d)  TERMS OF OFFICE.   A regular term of office shall be four years.  No Director shall serve more than three terms.  Founding members who serve a staggered term as an original member of the Board of Directors in accordance with Article VI(a) may serve an additional two four-year terms beyond his or her original term in office.

ARTICLE VIII,  GAME DIRECTOR

                The Board of Directors shall elect (and hire) a qualified Game Director and fix the Game Director’s compensation.

ARTICLE IX,  OWNERSHIP

                No member shall have a vested right, interest or privilege of, in or to assets, functions, affairs or franchises of the Club.

ARTICLE X,  AMENDMENT

                These By-Laws may be amended by a two-thirds vote of a Quorum of the members in good standing present at any Club meeting provided that the amendment proposed has been duly posted at the Club meeting place for at least two meetings prior to the vote.