BYLAWS
ARTICLE I: NAME
Section 1: The name
of the organization is the New England Bridge Conference, Inc., District 25 of
the American Contract Bridge League.
Section 2: The
Conference is a District organization of the American Contract Bridge League
and it operates under the sanction of the League and in conformity with the
League’s Constitution, Bylaws, Regulations and Definitions.
ARTICLE II: PURPOSE AND
POLICY
Section 1: Purpose
a.
To
promote and foster contract bridge and the educational and charitable program
of its parent organization throughout the New England region not only by
engaging in programs of its own but also by coordinating the activities and
programs of its eight member Units;
b.
To
function as a liaison organization between and among the member Units;
c.
To
conduct such regional bridge tournaments as are allocated to it by the League
within its geographical limits;
d.
To
resolve disputes and eliminate conflicts between and/or among its member Units,
and to render decisions in connection therewith, which shall be binding upon
the Units concerned.
Section 2: Policy
a.
It
shall be the policy of the Conference to operate as a non-profit organization
under section 501© of the Internal Revenue Code;
b.
It
shall be the policy of the Conference to operate without discrimination with
respect to race, national origin, religion, age, color or sex in relation to
the services provided by the Conference, and in relation to the recruitment,
hiring or retention of employees, and in relation to service on the Executive
Committee or other committees of the Conference;
c.
The
Conference shall not have the authority to issue capital stock. The property of
the Conference shall be used solely to promote its purposes as defined in
Article II, Section 1. No part of the activities of the Conference shall
consist of participating in (including the publishing or distributing of
statements) any political campaign on behalf of any candidate for public
office.
Section 3: Dissolution
Upon
any dissolution of the Conference, any assets remaining after payment of, or
provision for its debts and liabilities, shall, consistent with the purposes of
the Conference, be paid over to charitable organizations having the same
purposes and goals as the Conference and which qualify as exempt organizations
under the provisions of the Internal Revenue Code. No part of the net assets or
net earnings of the Conference shall inure to the benefit of or be paid or
distributed to any officer, director, member, employee, or donor of the
Conference.
ARTICLE III: FISCAL YEAR
AND TERM OF OFFICE
Section 1: The fiscal
year of the Conference is from the first of April to the end of March of the
following year.
Section 2: The term
of office for all elected officers shall be for two years commencing on the
first day of January following their election.
ARTICLE IV: MEMBERSHIP
Section 1: All duly
organized and franchised Units of the American Contract Bridge League within
the territorial limits of
Section 2: Dues or
assessments, if any, by the Conference upon the Units may be fixed by the Board
of Delegates from time to time. They shall be proportionate to the number of
ACBL members in the respective member Units.
ARTICLE V: REPRESENTATION
Section 1: Each
member Unit shall be entitled to two (2) delegates plus one (1) delegate for
every two hundred (200) ACBL members (or major portion thereof) in excess of
two hundred (200) ACBL members.
Section 2: The number
of delegates from each member Unit in any year shall be based on the maximum
ACBL membership of each Unit during the preceding year, as determined by the
League. In the case of a new member Unit, the number of its delegates shall be
based on its membership in the League at the time of its joining the
Conference, again, as determined by League records.
Section 3: Each Unit
shall certify the names of its delegates to the Conference Secretary prior to
January 15. The delegates so certified shall hold office for one year beginning
with their certification and ending with certification of their successors.
Section 4: If any
delegate can not attend any meeting, another member from his or her unit shall
be appointed and certified with the Conference Secretary in accordance with the
Bylaws and procedures of the individual Unit involved.
Section 5: Officers
of the Conference shall be ex officio members of the Board of Delegates.
ARTICLE VI: ADMINISTRATION
OF CONFERENCE AFFAIRS
Section 1: The Board of Delegates whose membership
is defined by Article V, shall, without limitation:
a.
Conduct
elections pursuant to Article VIII;
b.
Amend
these Bylaws, pursuant to the provisions of Article X;
c.
Acquire,
hold, maintain, administer, and dispose of all property of the Conference,
subject to all of the provisions contained in these Bylaws, and in the
Corporate Documents of the Conference;
d.
Adopt
and approve the annual budget of the Conference (District 25);
e.
By
majority vote, initiate, modify, revoke or ratify any act or action of the
Executive Committee.
Section 2: The
Executive Committee, as defined by Article IX, shall manage the prudential
affairs of the Conference, which responsibility shall, without limitation,
include the responsibility to:
a.
Manage
the funds of the Conference;
b.
Hire
and discharge all Conference employees, and define the duties and
responsibilities of such employees;
c.
Review
reports of the officers and committees, and edit or prepare for submission to
the members of the Board of Delegates, at least annually, for, and at least ten
days prior to the annual meeting, such reports as are necessary for said Board
of Delegates to address and consider all matters to be considered at such
meeting;
d.
Conduct,
manage and control Regional Bridge Tournaments allocated by the ACBL; select
the dates and locations for holding such tournaments and review the reports and
suggestions of tournament officials.
Section 3: Each delegate shall be entitled to vote on all questions coming
before the Board. Said vote may be cast by the delegate in person or by an
alternate delegate selected in accordance with the rules of his or her Unit and
certified to the Conference Secretary in accordance with Article V, Section 4.
Section 4: The officers of the conference shall consist of a President,
Vice-President, Treasurer, and Secretary. The officers shall be elected at the
annual meeting of the Conference immediately preceding the end of the term. The
duties of the officers are as follows:
a.
The
President shall be the chief executive officer of the Conference, shall chair
the Executive Committee and Board of Delegate meetings, and shall determine the
rules of order at any meeting of the Board of Delegates or the Executive
Committee. He or she shall consult with and/or appoint such members and/or
Committees as he or she, in his or her sole discretion may choose. He or she
shall make a full and complete oral report of all actions taken during the
presidency, at each meeting of the Executive Committee, and at the annual
meeting of the Board of Delegates;
b.
The
Vice-President shall assume the duties of the President during his or her
absence;
c.
The
Treasurer shall keep and maintain the fiscal records, shall have custody of
Conference funds and property, and shall submit financial reports at the annual
meeting of the Board of Delegates, or at any special meeting that may be
directed by the President;
d.
The
Secretary shall keep minutes of all meetings and preserve same in a book to be
maintained for that purpose, shall issue notices of all meetings, shall conduct
and preserve the correspondence of the Conference, and shall keep a record of
all Conference permanent trophies.
Section 5: Vacancies due to death, resignation, succession to a higher
office, or other cause shall be filled as follows:
a.
The
Vice-President shall serve as President for the remainder of the President’s
term;
b.
When
any other office is vacant, The Executive Committee shall appoint an interim
replacement;
c.
If
the unexpired term exceeds six month, a special
election by the Board of Delegates will be held at the next appropriate
District 25 Regional Tournament. The election will be conducted under the same
set of rules for nominating and posting in force for regular elections.
ARTICLE VII: MEETINGS
Section 1: There
shall be an annual meeting of the Board of Delegates at the site of a Regional
bridge tournament held after August first of each year, at a time during that
tournament fixed by the President. There shall also be a regular meeting of the
Board of Delegates at the site of a Regional bridge tournament held before
August first of each year.
Section 2: In
addition to the regular meeting and the annual meeting, there may be such other
special meetings as the President may deem necessary and desirable, at places
and times fixed by him or her, after due notice to the Board of Delegates and
to each Unit Secretary of the time, place and purpose thereof, at least fifteen
(15) days prior to any such meeting. The President will call a special meeting
whenever directed to do so, in writing, by at least fifteen (15) delegates from
at least three (3) Units. Such special meeting will be called in accordance
with such direction and notice will be given as for any other meeting.
Section 3: Presence
in person of fifteen (15) delegates or alternates representing at least five
(5) Units shall constitute a quorum for the conduct of business.
ARTICLE VIII: NOMINATION OF
OFFICERS
Section 1: The
Nominating Committee shall consist of one (1) person from each member Unit, who
shall be selected by the Unit in accordance with its rules of procedure. Before
May first of each election year, each Unit shall select a Nominating Committee
member and not more than two (2) alternates, and shall inform the Conference
Secretary of such selections. The Conference Secretary shall inform each Unit
which has failed to meet this May first deadline of such failure. For any Unit
that shall fail to make such selections by June first, the President of the
Conference shall appoint a Nominating Committee member and not more than two
(2) alternates from such Unit. As soon after June first as it can conveniently
be done, the President shall inform the member Units and the individuals so
selected of the composition of the Nominating Committee.
Section 2: The
Nominating Committee shall prepare a slate for the coming term. At least
forty-five (45) days prior to the annual meeting, it shall present to the Secretary
the slate to be placed in nomination. The Secretary shall immediately notify
all delegates and the Secretary of each member Unit of the proposed slate.
Thereafter, but at least fifteen (15) days before the annual meeting, other
persons may be placed in nomination by petition signed by at least fifteen (15)
delegates from at least three (3) Units, directed and mailed or delivered to
the Conference Secretary. Notice of such additional nominations shall be given
to the delegates and to the Secretary of each member Unit forthwith. At the
annual meeting, only such persons as have been nominated in accordance with
these Bylaws may stand for election.
Section 3: Notwithstanding
the provisions of Section 2 of this Article, nominations may be entertained at
the annual meeting with respect to offices to which no person nominated in
accordance with Section 2 of this Article is able to serve, either by reason of
death, incapacity, refusal or such similar reason.
Section 4: In the
event there is more than one candidate for any office, the vote for such office
shall be by secret ballot. If no candidate receives a majority on the first
ballot, there shall be a run-off election between the two candidates who
received the most votes on the ballot.
ARTICLE IX: COMMITTEES
Section 1: Unless
otherwise stated in these Bylaws, or required by ACBL rules, the chairperson
and all members of all committees, including such committees as may be required
by the ACBL shall be appointed by the President.
Section 2: The
President and Vice-President shall be voting members of all committees except
the Nominating Committee.
Section 3: The
Executive Committee shall consist of the officers of the Conference, the most
recently available Past President, the District 25 District Director, who shall
be a non-voting, liaison and advisory member with no parliamentary powers, and
one (1) member from each Unit within the Conference, except Unit 108 (EMBA) and
Unit 126 (Connecticut), each of which shall be entitled to two (2) members. The
members from the Units, other than the members serving as officers, shall be
determined by the Units according to their own rules of procedure. Should the
Unit fail to designate such member of members before January first, the
President of the Conference shall appoint such member or members from said Unit
to the Executive Committee.
Section 4: The
Executive Committee shall meet at such times and places as shall be established
by the President of the Conference. It shall be responsible for all Conference
affairs including all matters relating to Regional tournaments and other
events, between meetings of the Board of Delegates.
Section 5: The
President of the Conference shall include in his report to the Board of
Delegates at each of its meetings, a statement of the activities of the
Executive Committee; and shall seek guidance from the Board as to the future
activities of the Committee. The ultimate decision-making power of the
Conference shall be vested in the Board of Delegates, and the Executive
Committee shall take no action contrary to the directives of the Board of
Delegates.
Section 6: The
Conduct and Deportment Committee shall investigate alleged violations of rules
of conduct and/or ethics, and shall refer to the appropriate Unit a report on
such investigation, if further action is desirable.
Section 7: The
President of the Conference may appoint such other committees as shall
facilitate the administration of the Conference.
ARTICLE X: AMENDMENTS
These
Bylaws may be amended by a majority vote of the delegates and alternates
present and acting at any annual meeting or regular meeting or special meeting
of the Board of Delegates called for that purpose. Delegates shall be informed
of a proposed amendment at least fifteen (15) days in advance of the meeting at
which said amendment is to be acted upon, and shall be furnished with a copy of
the text of such proposed amendment, or of its essential subject matter.
Unless
otherwise specified in the proposed amendment, amendments to these Bylaws shall
take effect immediately after they are adopted by the Board of Delegates.