Constitution and Bylaws
As amended by membership vote October 26, 2008 – 97% in favor.
Unit Board Minutes - November 11, 2008
To: Members of the Cincinnati Bridge Association
Re: Changing CBA’s Constitution and Bylaws
A special task force and the Board of Directors have had met to study our existing Constitution and Bylaws. As a result of those meetings, the following draft simplifies, clarifies, and modifies our existing Constitution and Bylaws.
The major proposed changes include:
Over an appropriate time period, the Board shall be reduced from its current number of fifteen (15) to nine (9).
Dues collection responsibility rests solely in the hands of ACBL.
The Board of Trustees no longer has any jurisdiction over bridge columns published by the Enquirer.
Required Board meetings have been changed to at least ten (10) meetings a year.
Any Board of Trustees member who misses three (3) meetings a year is may be dismissed.
Operating details have been removed and will be a part of the Policy and Procedure Manual.
A CBA Policy and Procedure Manual has been established.
A Prohibition against Discrimination among clubs (sanction owners) has been added.
There are no
changes to the Articles of Incorporation.
Cincinnati Bridge Association Constitution and Bylaws
Unit 124 District 11 American Contract Bridge League
Article I: Identification
Article II: Mission Statement
Article III: Jurisdiction
Article IV: Membership
Article V: Membership Meetings
Article VI: Board of Trustees
Article VII: Meetings of the Board of Trustees
Article VIII: Powers of the Board of Trustees
Article IX: Unit Officers
Article X: Duties of Officers
Article XI: Committees
Article XII: District 11 Representative
Article XIII: Prohibition Against Unit Profits and Assets, and Against Discrimination
Article XIV: Amendments to the Bylaws
Constitution and Bylaws
The Cincinnati Bridge Association of the American Contract Bridge League is a non-profit corporation under the Non-Profit Corporation Law of Ohio, an organization comprising American Contract Bridge League members who reside within the geographical and playing area assigned to the Unit by the American Contract Bridge League (ACBL).TOP
ARTICLE I: Identification
The name of this organization is the Cincinnati Bridge Association (hereafter referred to as CBA). The organization is also referred to and is the same as Unit 124 (hereafter referred to as the Unit) of the American Contract Bridge League.
The Unit is a separate legal entity that interacts with the American Contract Bridge League (ACBL) through the Unit charter process and exists for the purposes specified in Article II of these Bylaws. As such, the Unit and its members shall be subject to and abide by the Bylaws and regulations of the ACBL as in existence and amended from time to time by ACBL. No rule, regulation or bylaw adopted by the Unit shall be inconsistent with or be in contravention of the rules, regulations and bylaws of the ACBL. The Unit shall conduct its affairs in a manner consistent with the rules, regulations, policies, procedures and bylaws of the ACBL.
ARTICLE II: Mission Statement
Our mission shall be the promotion of the game of bridge in all its aspects with particular reference to tournament and duplicate bridge, the protection of the interests of the players, the stimulation of public interest in bridge as a game, and the sponsorship of tournaments at regular intervals within Unit 124.TOP
ARTICLE III: Jurisdiction
The geographical area within which the Unit may operate is defined by ACBL. It includes Northern Kentucky and in Ohio, the cities of Cincinnati, Middletown, and Oxford. (see maps in appendix)TOP
ARTICLE IV: Membership
A. Any ACBL member who resides within the jurisdiction of the Unit is a member of the Unit. In addition, an ACBL member outside the Unit jurisdiction may become a Unit member by requesting such membership from the ACBL and any person who lives outside the geographical area over which this corporation has jurisdiction may apply for membership in the Unit according to regulations established by the ACBL.
B. A member shall remain a member of the Unit unless and until he changes his residence to a place outside the jurisdiction of the Unit, without taking the necessary steps to retain membership in the Unit, per ACBL regulations.
C. A member in good standing shall be entitled to vote or be eligible for election or appointment to any office of the Unit, only after a waiting period of sixty (60) days subsequent to his becoming a member of the ACBL and the Unit.
D. Voting privileges will be granted only to those members in good standing as according to ACBL.
ARTICLE V: Membership Meetings
A. The annual meeting shall be on a date during the last three (3) months of the year.
B. Board of Trustees shall give notice of the annual meeting at least ten (10) days prior to the meeting date.
C. Special meetings of the membership may be called at any time by the Board of Trustees or the President upon ten (10) days notice to the general membership. The notices of any special meeting shall contain an agenda of the matters to be addressed and the meeting shall address only those items which are on the agenda.
D. A quorum for the transaction of business at any annual or special membership meeting shall consist of five percent (5%) of the Unit membership.
E. Proxy votes at membership meetings are not allowed.
ARTICLE VI: Board of Trustees
A. The Board of Trustees shall be the governing body of the Unit.
B. The Board of Trustees shall consist of those persons elected from the Unit each year by the membership of the Unit.
C. Each Trustee shall hold office for a period of three (3) years, except that:
A person appointed to fill a vacancy will complete the term of that vacancy.
No vacancies will be filled unless the number of active Trustees is less than nine (9).
However, after 2008, any person who will have served as a voting member of the Board for three (3) consecutive elected terms may not be elected by the general membership to serve again in that capacity unless that person takes an absence from serving on the Board which will have lasted for at least one year before commencement of any new term as a voting Board member. Once having taken such an absence, the individual, if re-elected to the Board, will be subject to a similar restriction on election by the general membership following any subsequent service of three (3) consecutive elected terms as a voting member of the Board. This restriction on the re-election of voting members shall apply only to the election by the general membership, and shall not prevent a person from serving as a nonvoting ex-officio member of the Board, or from being appointed by the Board itself to fill a vacancy.
Beginning in 2009, only three board members will be elected to the board. This procedure will continue until nine (9) voting members comprise the Board of Trustees.
D. A Nominating Committee shall be appointed by the President at least sixty (60) days before the annual election. The Committee shall prepare a slate of candidates. Additional nominations may be made by written submission of an eligible nominee’s name, supported by the identifiable signatures of the prospective candidate and not less than ten (10) Unit members in good standing; these petitions should be forwarded to the Nominating Committee. Such petitions must be submitted in time to permit publication. There is to be no limit on the number of such petitions.
E. Every eligible member, as defined in Paragraph E Article V of these Bylaws, shall be entitled to cast up to a number of votes equal to the number of Trustee positions to be filled by such election, but no more than one (1) vote for any one (1) candidate. All ballots shall be secret and each candidate is entitled to have a witness at the vote tabulation. Absentee ballots will be available; these should be requested by and then returned to the Nominating Committee. Normally the date of the annual election occurs during the Fall Sectional, but may be changed by action of the Board of Trustees with appropriate notification to the Unit members. Following the confirmation of their election, newly elected Trustees shall take office at the organizational meeting.
F. Whenever there shall be a vacancy on the Board of Trustees, the Board of Trustees shall appoint a qualified person to fill the vacancy. Such person shall serve for the duration of the unexpired term. The Board may select any qualified Unit member.
ARTICLE VII: Meetings of the Board of Trustees
Meetings of the Board of Trustees shall be held by call of the President at the previous meeting. At least ten (10) meetings per year shall be held. Meetings will be conducted in accordance with the Constitution and Bylaws of the CBA and under Robert’s Rules of Order. At the organizational meeting that follows the confirmation of newly elected Trustees, officers of the Board shall be elected. Newly elected officers are to assume their respective positions and responsibilities immediately after adjournment of that meeting.
of the Board of Trustees may be called by the President, or if he/she
is absent or unable to act, by the Vice President or upon request of
three Board members. Notice of such special meetings must be
communicated to each Board member at least forty-eight (48) hours
before the proposed meeting. An agenda for the meeting shall be
provided and discussion limited to the purpose for which the meeting
A quorum at any meeting shall consist of a simple majority of the Board members, excluding any vacancies.
A Trustee missing three (3) meetings in any calendar year shall be removed from the Board of Trustees, if the Board determines there were no mitigating circumstances.
ARTICLE VIII: Powers of the Board of Trustees
The Board of Trustees of the CBA shall have the following powers and responsibilities:
A. Acquire, hold, administer, maintain and dispose of all funds and property of the Unit.
B. Hire and discharge employees; to supervise their conduct and to fix their compensation. To secure the services of independent contractors and supervise their conduct.
C. Audit all receipts and disbursements of the Unit on at least a yearly basis.
D. Manage, supervise, and control all the business of the Unit including, but not limited to, conducting tournaments, the selection of all dates and locations for holding such tournaments. and the making of all contracts in connection therewith.
E. Any Officer or Trustee against whom impeachment charges shall be brought shall be notified in writing, by registered mail, of the charges brought against him/her at least ten (10) days prior to the Board meeting at which such changes are to be considered. He/She shall be given an opportunity to be heard before the Board of Trustees and to be represented by counsel of his/her own choosing. After such hearing the Officer or Trustee may be removed by an affirmative vote of no less than two-thirds (2/3) of the entire board.
F. Such further powers and duties as may be granted by the District 11 Organization or the American Contract Bridge League with their Charters and Bylaws.
G. The Board of Directors is the sole judge of its own membership..
ARTICLE IX: Unit Officers
A. The Officers of the Unit shall be a President, Vice President, Secretary, and Treasurer. The President, Vice President, and Secretary shall be elected from the membership of the Board. The Treasurer may or may not be a Board member. No person shall hold more than one (1) office except in an interim capacity.
B. A Board of Trustee elected to hold an office shall do so for one (1) year or until his/her successor has been duly elected. Elections will be by simple majority.
C. Vacancies for any cause which may occur during the term of office shall be filled as soon as possible by the Board of Trustees.
D. The Board of Trustees shall provide each officer a job description of his/her duties.
ARTICLE X: Duties of Officers
A. The President shall preside at all meetings of the Board of Trustees and of the Unit. He/She shall supervise the management of the affairs of the Unit and perform all duties incidental to the office. He/She shall be an ex officio member of all committees, and shall be Chair of the Board of Trustees. He/She shall appoint all committees as may be deemed necessary to perform the functions of the Unit and shall define their duties. He/She may disburse money by check in the absence of the Treasurer.
B. The Vice President shall assume and perform all the duties of the President in the event of his absence or inability to act. If the President and Vice President are both absent and a quorum of the Board of Trustees is convened, a President pro tem shall be chosen from among the group present. The Vice President shall be responsible for the CBA’s Policy and Procedure Manual.
C. The Treasurer shall have care and custody of the funds of the Unit and the Bridge Center. He/She shall disburse money for the business of the Unit and the Bridge Center as authorized by the Board. He/She shall keep an accurate account of all receipts and disbursements and shall submit a quarterly financial report to the Board of Trustees. He/She shall deposit all funds of the Unit in a bank approved by the Board.
D. The Secretary shall record and present the minutes of all Board meetings and conduct all correspondence of the Unit. He/She shall act as the Unit Secretary to the ACBL.
ARTICLE XI: Committees
The Executive Committee of the Unit shall be comprised of the Officers of the Board plus two Board members appointed by the President.
The Disciplinary Committee of the Unit will be chaired by a Board member and shall consist of no fewer than three (3) total Unit members.
The Board of Trustees may appoint other committees as needed.
ARTICLE XII: District 11 Representative
A. The Board of Trustees shall select two (2) Representatives to the District 11 Board of Trustees prior to the first District 11 meeting of the year. The selection may be either from the Unit Board membership or from the membership at large.
B. A vacancy in one of the Representative positions shall be filled by the Board at the first meeting following the date upon which such vacancy becomes effective.
C. The President may also make temporary appointments from time to time when necessary to assure the Unit has full representation at the District 11 meetings.
ARTICLE XIII: Prohibitions Against Sharing Unit Profits and Assets, and Against Discrimination
A. Other than in a fiduciary capacity, no member, Trustee, or officer, employee or
private individual shall personally receive any of the assets (including cash) or earnings of the Unit. Nor shall any member, Trustee, officer, employee or private individual profit personally from the operations of the Unit. However, this shall not prevent payment to an individual or organization of reasonable compensation or services performed for the Unit, nor prevent use of the Unit-owned property in a manner which furthers the general interests of the Unit. The Board may not discriminate in favor of individuals, clubs (sanction owners), or other organizations within the Unit in granting permission to use property of the Unit. All members, if any, of the Unit shall be deemed to have expressly consented and agreed that upon dissolution or cessation of the affairs of the Unit, whether voluntarily or involuntarily, the assets of Unit, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed in accordance with the Articles of Incorporation.
B. Members of the Board of Trustees who are also sanctioned game owners must abstain on votes taken on matters pertaining to sanctioned game owners.
ARTICLE XIV: Amendments to the Bylaws
A. Amendment to the Bylaws may be proposed by members of the Unit upon petition signed by at least twenty-five (25) members or may be proposed upon petition signed by at least three (3) members of the Board of Trustees. Such petition must be submitted to the President through the Secretary.
B. The President shall set the time and place of a meeting of the Board of Trustees to act on the petition. The Secretary shall provide each Board member with a notice of such meeting which contains the text of the proposed amendment. A concurrence of two-thirds (2/3) of the votes present at any board meeting called for the purpose of considering such amendment shall be required for approval and for subsequent submission to a vote by the membership.
C. No article of the Constitution or Bylaws may be amended except by ratification of such amendment by two-thirds (2/3) of the members voting in an election called for this purpose.