VERO BEACH DUPLICATE BRIDGE CLUB, INC.

BYLAWS

These Bylaws became effective January 1, 2004

The name of the Corporation shall be Vero Beach Duplicate Bridge Club, Inc. The corporation is registered in Florida as a not for profit corporation, # 72136, and is hereinafter referred to as the Club.

The principal office of the Club is 1520 14th Avenue, Vero Beach, Florida.

The purposes of the Club are:

Section 1. to advance charitable, educational, social and similar purposes

Section 2. to support charities designated by the American Contract Bridge League Charity Foundation and local charities

Section 3. to provide an educational program by offering classes and educational materia1s in beginning, intermediate and advanced contract bridge

Section 4. to provide a public recreational opportunity within a mutually supportive and positive learning environment for those who are interested in playing contract bridge

Section 5. to conduct games and promote interest in duplicate bridge under the sanction, rules and programs offered by the American Contract Bridge League, hereinafter referred to as the ACBL, which will give Members and the general public the skill, experience and training to further their bridge goals.

Notwithstanding any other provision of these Bylaws or the Articles of incorporation, the Club shall not conduct or carry on any activities not permitted to be conducted or carried on by (a) any organization exempt under Section 501(c) (7) of the Internal Revenue Code and its Regulations; (b) other State or Federal laws; or (c) ACBL rules and regulations.

Section 1. Any person interested in the Club who agrees to be bound by the Articles of Incorporation and Bylaws and by the rules and regulations of the ACBL and those rules established by the Board of Directors of the Club may be a Member upon payment of dues.

Section 2. Members may vote, hold office, be Directors and pay preferential playing fees.

Section 3. Membership shall be for the calendar year

Section 4. Dues.

1. Annual dues shall be established by the Board of Directors and ratified by the Members at the annual meeting.

2. Dues shall be payable in advance before the first day of the year. Dues shall not be prorated a partial year.

Section 5. Rights of Members

1. Members are entitled to the rights and privileges of the Club, and Members shall support the purposes described in Article III of these Bylaws. Conduct not consistent with these standards may be reason for termination of membership.

2. The right of a Member to make motions, speak in debate of them, vote, and the other rights of Members shall cease on the termination of membership.

3. No Member shall be entitled to share in any distribution of the Club’s assets upon the dissolution of the corporation.

Section 6. New Members. Anyone may become a Member upon the payment of annual dues to the Treasurer or Cash Manager. Such payment constitutes consent to abide by the Bylaws of the Club and the rules of the ACBL.

Section 7. Termination or Suspension. Terminated or suspended Members shall not be allowed to play bridge at the Club, except as allowed by ACBL rules, and dues shall not be refunded.

Section 1. Annual Meeting

1. The Members shall hold annual meetings on the second Monday of December of each year at the principal office of the Club, or at such other place as may be determined by the President. Notice of such meeting shall be announced at regularly scheduled games, posted at least 15 days before the meeting in the Club and on the Club’s webpage, if any.

2. The purpose of the meeting are to (a) elect the Board of Directors, (b) receive reports from officers and Committee chairmen, (c) approve dues changes, and (d) consider such other business as may be properly brought before the meeting.

Section 2. Special Meetings. Special Members meetings may be called at any time by the President or Vice President or by any three Directors. The President or Vice President shall also call a meeting upon the written petition of at least 15% of the Membership. Except in cases of emergency, notice of such meeting, stating the time, place and purpose thereof, shall be provided not less than ten days before such meeting. Such notice shall be announced at the regularly scheduled games, posted on the bulletin board of the Club and on the Club’s webpage, if there is one.

Section 3. Quorum. At any meeting of Members, the presence of 15% of the Members, in person, shall be necessary to constitute a quorum. At a meeting at which a quorum is present, the act of a plurality of those Members shall be sufficient, except as may be otherwise provided for by statute.

Section 4. Voting Rights. Each Member shall be entitled to one vote. Proxies shall not be used.

Section 5. Election of Directors

1. Upon the recommendation of the President, the Board of Directors shall appoint a Chairman and four other members of the Nominating Committee at least 6 weeks before the annual meeting. No more than two members of the committee shall be Directors. No member of the committee may be nominated for Director.

2. The Committee shall select a slate of nominees for the number of positions to be filled on the Board of Directors. The names of the nominees shall be posted at the Club and on the Club’s website (if any) at least two weeks before the annual meeting. In the year 2004, the Committee shall select five Directors to run for one-year terms and the balance to run for two-year terms.

3. Directors may be nominated from the floor by the motion of any Member with the prior consent of the nominee, providing that such motion receives a second.

Section 6. Inspectors of Election. Whenever there is a vote by ballot, the President shall appoint two Members to act as inspectors of the election. The inspectors shall tabulate the ballots and report the results of the election.

Section 1. The Board of Directors shall govern and manage the Club. The Directors and officers shall perform the duties prescribed by these bylaws. The Board shall not countermand actions by the Members of the Club, and none of its acts shall conflict with actions taken by the Membership. The Board will elect the Officers of the Club at their first meeting.

Section 2. Composition. The Members shall elect 10 Directors. In addition, the immediate past President shall serve as advisor who does not vote. Also included as non-voting members are the:

1. Club Manager (notwithstanding the above, as long as Eleanor Bengyak is the club manager, she shall be an additional Director making 11 Directors in this case.)

2. Comptroller

3. Cash Manager

4. Chief Cashier

Section 3. Term.

1. After the election of 2004 for the 2005 year, the Directors shall serve terms of two years. A Director may be elected to no more than two consecutive terms. The partial term of a Director appointed to fill a vacancy shall not count in the term limit as such Director was not elected, but was rather appointed by the Board.

2. The term shall begin at the beginning of the year immediately following their election.

Section 4. Duties and Powers. The Board of Directors duties include, but are not limited to, the following:

1. Appoint from the Directors, the following officers: President, Vice President, Secretary and Treasurer who shall serve for a one-year term beginning with their appointment and ending with the appointment of their successor.

2. Appoint from the Members (which may include a person who also serves as a Director), the Club Manager, Controller who shall serve for a one-year term beginning with their appointment and ending with the appointment of their successor.

3. Hold meetings

4. Elect Directors to fill vacancies on the Board

5. Oversee the operation of the Club:

(a) Review monthly operation reports

(b) Approve non-budgeted expenditures in excess of $300.00 (including non-budgeted charitable donations)

(c) Authorize disbursements of club funds

(d) Establish the amounts charged for game fees and club dues subject to approval by the Members.

(e) Engage employees, contractors and agents and to establish their compensation

6. Remove any Director or officer of the club from office for cause, and declare the office vacant

7. Approve rental and lease agreements and other contracts

8. Appoint the tournament chairpersons Approve the appointment of the Chief Cashier, Cash Manger and such other personnel as provided elsewhere in these Bylaws.

9. Resolve protests in accordance with the Bylaws

10. Suspend, expel, and re-instate expelled club Members according to ACBL guidelines

11. Establish long range goals and plans for the club

12. Establish and set guidelines and goals for committees, and require and approve committee reports

13. Undertake various assignments associated with the governance and management of the Club depending on their skills and time availability.

Section 5. Eligibility. Only Members are qualified to become Officers or Directors.

Section 6. Resignation. Any officer or Director may resign at any time by giving written notice of such resignation to the Board of Directors.

Section 7. Removal, Termination of Office. Any officer or Director may be removed with cause by vote of the Board of Directors. In such a vote, an affected Director shall abstain.

Section 8. Vacancies in Office. If the President is terminated or resigns, the Vice President shall succeed to the office for the unexpired term. The Board of Directors shall fill vacancies in all other elected offices for the unexpired term.

Section 9. Compensation. The officers and Directors of the Club shall receive no compensation for their services as Directors.

Section 10. Liability. Officers and Directors of the Club shall not be personally liable for the Club’s debts, liabilities or other obligations, provided their actions are within the scope of their authority.

Section 1. Regular meetings. Regular meetings shall be scheduled at least every month. An agenda shall be published at least one week in advance of the meeting. Notice of the meeting shall be communicated to each Director and posted on the Club’s bulletin board for the Members.

Section 2. Special meetings. Special meetings of the Board of Directors may be called by the President or by motion of the Board of Directors for any purpose.

Section 3. Quorum, Voting. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The affirmative vote of a plurality of the Directors present shall be considered the act of the Board of Directors.

Section 4. Attendance of Members at Board of Director Meetings. Members may attend any Board of Directors meeting except when player conduct or personnel matters are discussed. Members may only speak when recognized by the Chairman.

Section 1. Basic Duties of all Club Officers. All Club Officers shall:

1. Obey and execute all lawful orders of the Directors.

2. Abide by the Bylaws of the Club, ACBL rules, and all other pertinent statutes and regulations.

3. Perform the duties of their office to the best of their knowledge and ability.

Section 2. President. The President is the chief executive officer of the Club and the official representative of the Club. The President’s duties include, but are not limited to the following:

1. Call all regular and special meetings

2. Preside at meetings of the Members and of the Board of Directors

3. Select two inspectors of election prior to elections

4. Appoint special committees upon order of the Board.

5. Serve as an ex-officio (non-voting) member of all committees, except the Nominating Committee

6. Counter-sign checks on the Club’s bank accounts in accordance with the provisions established by the Board of Directors

7. Sign promissory notes with the Treasurer as directed by the Board of Directors

8. Sign all contracts and any other obligation on behalf of the Club as directed by the Board of Directors

9. Perform such other duties as directed by the Board of Directors

10. Take no action that would be binding upon the Club without specific authorization by the Board of Directors

11. Prepare an annual report and render a summary of this report at the annual Members’ meeting

12. After completion of term as President, serve in advisory capacity on the Board of Directors for one year.

Section 3. Vice President. The Vice President serves as President in his absence and shall be authorized to perform all the duties of the President in the President’s absence.

Section 4. Secretary. The Secretary is the recording officer of the Club. The Secretary shall:

1. Take and keep the minutes of all meetings of the Members and Board of Directors, in a permanent form.

2. Furnish a copy of the minutes to the President and each Director in timely fashion after each meeting

3. Post a copy of such minutes on the bulletin board of the Club within ten days after each meeting

4. Be the custodian of all records and papers of the Club except those that pertain to a special committee

5. Recruit volunteers to send cards, flowers, or whatever might be deemed appropriate to Members

6. Deliver the records of the Club to the elected successor

7. Receive and file all written reports

8. Handle club correspondence

9. Maintain membership records and publish the annual membership directory

Section 5. Treasurer. The Treasurer is entrusted with custody of the Club’s funds. The Treasurer shall:

1. Pay all bills and sign checks within the budget established by the Board of Directors.

2. Sign promissory notes with the President as directed by the Board of Directors

3. Appoint the chief cashier to manage the entry desk with approval of the Board of Directors

4. Appoint the cash manager with approval of the Board of Directors. The cash manager shall:

(a) Receive and deposit all funds in the club bank account as approved by the Board of Directors

(b) Accept annual dues and record Members: names, addresses, and telephone number.

5. Insure all tax returns are filed

6. Be responsible for annual audit of books and presentation of its report to the Board of Directors

7. Deliver the books of the Club to his or her elected successor

Section 6. Comptroller. The controller shall:

1. Maintain complete current financial records and present monthly reports on financial status of club as compared to budget to the Board of Directors and Members.

2. Report on the financial condition of the club at the Annual meeting and whenever the Board of Directors may direct.

Section 7. Club Manager. The Club Manager shall:

1. Have a complete understanding of the rules and regulations of the ACBL

2. Communicate with the ACBL:

(a) Apply for sanction renewal

(b) Submit required master points and financial reports monthly

(c) Arrange for and setup special games and tournaments with Board approval

(d) Prepare such other ACBL reports as may be required

3. Follow up on inquiries, errors, and exceptions

4. Maintain adequate supplies for operation of club

5. Handle all payroll details except writing checks

6. Supervise the computer operator

7. Perform other managerial functions as necessary

Section 8. Chief Game Director. The Chief Game Director must be ACBL Certified and is appointed by the Board of Directors. The Chief Game Director is responsible:

1. To recruit, train and appoint Game Directors

2. Provide policy guidelines to Game Directors

3. Schedule Game Directors

4. Furnish stratification guidelines

5. Conduct an annual directors’ course

6. Fill in for directors as necessary

7. Conduct monthly game directors meetings

Section 1. Duties of Game Directors. Game directors are the official representatives of the Club during the game they direct. Game directors shall:

1. Be ACBL certified

2. Direct each game in accordance with ACBL regulations

3. Have complete control of the game in accordance with ACBL guidelines

4. Resolve playing protests

5. Resolve scoring protests within 48 hours of the conclusion of the game

6. Enforce Club and ACBL rules of conduct, dress, language and play within the Club

7. Be compensated as individual contractors in accordance with a schedule of payments approved by the Board of Directors

8. Report to and operate under the overall policy direction of the Chief Director

9. Protests. Protests to action taken by a Game Director shall be made to the Chief Game Director. The ACBL Handbook of Rules and Regulations shall guide his or her decisions. Any complaint shall be dealt with promptly and shall not be delayed for a period of more than two weeks. Appeal of the Chief Game Director’s decision shall be made to the Board of Directors in writing. Both the complainant and the other party shall come before the Board of Directors in closed session. A Director who is involved or is a relative of any party involved in the protest shall be excluded from the deliberations. Each side shall make his or her case and then be excused from the meeting while the Directors make their decision.

The Education Committee shall plan, organize and direct the Club’s educational programs. These include classes, seminars and other activities that provide for the educational interests of the Members and public at large.

Section 1. The Club shall maintain accurate books and records and shall keep minutes of all of the meetings of the Membership and Board of Directors at the principal office of the Club. Any Director, Member, or their agent may inspect the records, at any reasonable time for any proper purpose.

Section 2. The records consist of, but are not limited to, minutes of Membership, Board of Directors and Committees; the names and addresses of each Member; contracts, leases, mortgages, and tax returns, financial reports and customary accounting records.

Any contract, check, obligation, or financial restructuring plan for more than $10,000, requires the approval of a majority of Members at duly called meeting (at which a quorum must be present).

The Club shall conduct its business on a calendar year.

The rules contained in the current edition of Robert’s Rules of Order shall be used to conduct meetings of the Board of Directors, committees, and the Membership as applicable, if they do not conflict with the Bylaws or with the laws of the State of Florida or ACBL regulations.

The Bylaws and the Articles of Incorporation of the Club may be amended, repealed, or altered in whole or part by a majority vote at a duly called meeting of the Members at which a quorum is present. Notice of the proposed change shall be provided to the Membership by posting on the bulletin board and on the club’s website, if any, at least ten days before the meeting. The Board of Directors shall approve the proposed amendment to the Bylaws or the Articles of Incorporation before it is proposed to the Members. Upon ratification of such amendment by the Members, the Secretary shall arrange for the filing of such documents as required by law.

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      District 9       

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