Revised November 12, 2005
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ARTICLE I: NAME
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Section 1. The name of the organization is the New England Bridge Conference, Inc.
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Section 2. The Conference is a District organization (District 25) 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.
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Section 3. The Conference consists of eight units in New England: Connecticut,
Rhode Island, Eastern Massachusetts, Central Massachusetts, Western
Massachusetts, New Hampshire, Vermont and Maine.
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ARTICLE II: PURPOSE AND POLICY
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Section 1. Purpose
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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;
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b) To function as a liaison organization between and among the member Units;
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c) To conduct such regional bridge tournaments as are allocated to it by
the League within its geographical limits;
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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.
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Section 2. Policy
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a) It shall be the policy of the Conference to operate as a non-profit
organization under section 501(C) of the Internal Revenue Code;
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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;
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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.
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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.
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ARTICLE III: FISCAL YEAR AND TERM OF OFFICE
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Section 1. The fiscal year of the Conference is from the first of April to the end of
March of the following year.
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Section 2. The term of office for President and Vice President shall be for one year.
The term of office for Secretary and Treasurer shall be for two years. All
terms commence on the first day of January following their election.
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Section 3. The Nominating Committee, at its discretion, may renominate the President
and/or Vice President for one additional one-year consecutive term.
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ARTICLE IV: MEMBERSHIP
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Section 1. All duly organized and franchised Units of the American Contract Bridge
League within the territorial limits of New England shall be member Units.
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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.
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ARTICLE V: REPRESENTATION
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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.
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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.
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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.
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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.
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Section 5. Officers of the Conference shall be ex officio members of the Board of Delegates.
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ARTICLE VI: ADMINISTRATION OF CONFERENCE AFFAIRS
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Section 1. The Board of Delegates whose membership is defined by Article V, shall, without
limitation:
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a. Conduct elections pursuant to Article VIII;
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b. Amend these Bylaws, pursuant to the provisions of Article X;
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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;
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d. By majority vote, initiate, modify, revoke or ratify any act or action of the Executive Committee.
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Section 2. The Executive Committee, as defined by Section 3, shall manage the prudential
affairs of the Conference, which responsibility shall, without limitation,
include the responsibility to:
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a. Manage the funds of the Conference;
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b. Hire and discharge all Conference employees, and define the duties
and responsibilities of such employees;
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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;
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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.
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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 (Eastern Massachusetts)
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.
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Section 4. The Executive Committee shall meet at such times and places as shall be established by
the President of the Conference.
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Section 5. 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.
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Section 6. 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:
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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;
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b. The Vice-President shall assume the duties of the President
during his or her absence;
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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;
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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.
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Section 7. Vacancies due to death, resignation, succession to a higher office, or other cause
shall be filled as follows:
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a. The Vice-President shall serve as President for the remainder
of the President’s term;
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b. When any other office is vacant, the Executive Committee shall
appoint an interim replacement;
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c. If the unexpired term of appointed officers other than
Vice-President exceeds six months, 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.
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ARTICLE VII: MEETINGS
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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.
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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.
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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.
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ARTICLE VIII: NOMINATION OF OFFICERS
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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.
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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.
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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.
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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 there are two candidates, the candidate with the
majority is the winner. If there are more than two candidates and 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.
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ARTICLE IX: COMMITTEES
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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.
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Section 2. The President and Vice-President shall be voting members of all committees except the
Nominating Committee.
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Section 3. 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.
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Section 4. 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.
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Section 5. The President of the Conference may appoint such other committees as shall
facilitate the administration of the Conference.
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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.