Constitution and Bylaws

Constitution and Bylaws

Palo Alto Unit No. 503

American Contract Bridge League

PREAMBLE

The Palo Alto Unit of the American Contract Bridge League is 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).

ARTICLE I: Identification

The name of this organization is the Palo Alto Unit 503 (the Unit) of the American Contract Bridge League. Palo Alto Unit 503 is an inseparable part of that League and functions under its Bylaws and Regulations and of District 21.  The purpose of the Unit is to perpetuate and promote bridge and to coordinate organized bridge activities within its geographical area. The Unit shall have only those powers granted to it by its members and by the Bylaws and Regulations of the American Contract Bridge League.

ARTICLE II: Objectives

A. To preserve and promote the best interest of organized competitive contract bridge and bridge players.

B. To promote the organization and development of affiliated clubs within the Unit.

C. To conduct the Sectional Tournament(s), Unit games and other events allocated to the Unit.

D. To cooperate with and assist the American Contract Bridge League and its affiliated organizations in the promotion and conduct of contract bridge tournaments.

E. To publish a periodical and/or maintain a web site for the members.

F. To perform such other functions as may be beneficial to the members, or as may be requested and/or delegated by the American Contract Bridge League.

G. To promote the highest standards of conduct and ethics as provided in the zero tolerance policy and to take any and all action necessary for that purpose.

ARTICLE III: Jurisdiction

The geographical area within which the Unit may operate is defined by the ACBL by zip code.  It includes the cities of Palo Alto, Los Altos, Mountain View and Stanford. For additional information, see the note at the end of the Bylaws.

ARTICLE IV: Activities

All ACBL sanctioned activities in the Unit’s Jurisdiction (Article III) including Sectionals but excluding Regionals fall under the Constitution and Bylaws of the Palo Alto Unit No. 503.

ARTICLE V: 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 Palo Alto Unit member by requesting such membership from the ACBL.

B. A Unit member remains in good standing unless the ACBL transfers a member to another Unit, or he has been suspended or expelled from membership, in accordance with regulations established by the ACBL or these By-Laws.

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.

ARTICLE VI: Dues

Dues for ACBL membership shall be payable directly the ACBL at the times and in the amount established by the ACBL. The Unit Board of Directors shall have no power to levy any special assessment, but may request voluntary subscriptions to a Unit publication. 

ARTICLE VII: Membership Meetings

A. A meeting of the Unit membership shall be convened annually on a date after the first of January and before the first of April each year.

B. The Board of Directors shall give notice of the annual meeting at least ten (10) days prior to the meeting date. Such notice may be by mail, or by serving notice on the bulletin board, on the Unit website and/or in the Unit publication.

C. Special meetings of the membership may be called at any time by the Board of Directors or the President upon ten (10) days notice to the general membership communicated by mail or by notice on the bulletin board, on the Unit website and/or in the Unit publication. The notices of any special meeting shall contain an agenda of the matters to be brought up at such meeting and the special meeting shall address only those items which are on the agenda.

D. A quorum for the transaction of business at any annual or special meeting shall consist of three percent (3%) of the Unit membership.

E. Proxy votes concerning appropriate matters before the Unit or Unit Board are not allowed by the ACBL.

ARTICLE VIII: Board of Directors

A. The Board of Directors shall be the governing body of the Unit.

B. The Board of Directors shall consist of a minimum of seven (7) persons elected from the membership of the Unit.

C. Each Director shall hold office for a period of two (2) years, except that:

1. A person appointed to fill a vacancy will complete the term of that vacancy.

2. A shorter term for one or more directors may be necessary to allow approximately one-half (1/2) the Board membership to retire (in order of length of service) each year.

D. A nominating committee shall be appointed by the President at least sixty (60) days before the election. The committee shall prepare a slate of candidates, not more than one-third (1/3) of whom shall be club owners, or members of their immediate families.  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; such petitions to be forwarded to the Unit Secretary. Such petitions must be submitted in time to permit publication. There is to be no limit on the number of such petitions. 

E. Every qualified member, as defined in Article IV of these bylaws, shall be entitled to one (1) vote for each Director to be elected. All ballots shall be secret and each candidate is entitled to have a witness at the vote tabulation. The date of the election shall be set by the Board of Directors to be between the first day of November and the last day of December of the calendar year. 

F. Whenever there shall be a vacancy on the Board of Directors, the Board of Directors 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 IX: Meetings of the Board of Directors

A. Meetings of the Board of Directors shall be held from time to time by call of the President at the previous meeting, and at least quarterly. Meetings will be conducted in accordance with the Constitution and Bylaws of the Unit or under Robert’s Rules of Order. The first meeting following the Board of Directors’ Election shall be the meeting at which officers of the Board shall be elected, such newly elected officers to assume their responsibilities immediately after adjournment of this first meeting of the year. Notice of subsequent regular meetings shall be provided to Board members by bulletin board notice, by phone, email, on the Unit web site or by Unit publication at least ten (10) days before proposed regular meeting.  The President shall provide a written agenda to each Board member prior to the meeting.

B. Special meetings of the Board of Directors may be called by the President, or if he 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 twenty- four (24) hours before the proposed meeting. An agenda for the meeting shall be provided and discussion limited to the purpose for which the meeting was convened.

C. A quorum at any meeting shall consist of a simple majority of the Board members, excluding any vacancies from such computation of membership.

D. A director missing three (3) meetings without advance notice to the President may be automatically removed from the Board of Directors.

ARTICLE X: Powers of the Board of Directors

The Board of Directors of the Palo Alto Unit shall have the following powers:

A. To acquire, hold, administer, maintain and dispose of all funds and property of the Unit;

B. To appropriate the funds of the Unit for the purposes and objectives set forth in the bylaws;

C. To hire and discharge employees and to supervise their conduct and to fix their compensation;

D. To audit all receipts and disbursements of the Unit on a yearly basis;

E. To conduct, manage, supervise, and control all the business of the Unit including but not limited to, the conduct of tournaments, the selection of all dates and locations for holding such tournaments and the making of all contracts in connection therewith;

F. To remove any Officer or Director for cause at any meeting of the Board of Directors provided two-thirds (2/3) of those present shall so vote. Any Officer or Director against whom impeachment charges shall be brought shall be notified in writing, by registered mail, of the charges brought against him, at least ten (10) days prior to the meeting. He shall be given an opportunity to be heard before the Board of Directors and to be represented by counsel of his own choosing;

G. Such further powers and duties as may be granted by the District 21 Organization or the American Contract Bridge League within their Charters and Bylaws. 

ARTICLE XI: Unit Officers

A. The officers of the Unit shall be a President, a Vice President, a Secretary, and a Treasurer, elected from the membership of the Board. No person shall hold more than one (1) office.

B. The Board of Directors shall elect all officers at its first meeting following the annual election and the persons elected shall hold office for one (1) year or until their successors

have been duly elected. Elections will be by ballot and by simple majority. The term of each officer shall commence immediately on adjournment of the election meeting.

C. Vacancies for any cause which may occur during the term of office shall be filled as soon as possible by the Board of Directors.

D. No President shall be eligible to serve more than two (2) consecutive years.

ARTICLE XII: District 21 Representative

A. The Board of Directors shall select two (2) Representatives to the District 21 Board of Directors before the last day of the first month of each calendar year. The selection may be by nomination and election or by appointment. 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 21 meetings, and shall provide proper credentials to cover temporary service.

ARTICLE XIII: Duties of Officers

A. The President shall preside at all meetings of the Board of Directors and of the Unit. He shall supervise the management of the affairs of the Unit and perform all duties incidental to the office. He shall be an ex offico member of all committees, and shall be Chair of the Board of Directors. He shall appoint all standing committees and such special committees as may be deemed necessary to perform the functions of the Unit and shall define their duties. He 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 Directors is convened, a President pro tem shall be chosen from among the group present.

C. The Treasurer shall have care and custody of the funds of the Unit and the Bridge Center. He shall disburse money for the business of the Unit and the Bridge Center as authorized by the Board.  He shall keep an accurate account of all receipts and disbursements and shall submit a financial report at each meeting of the Board of Directors.  He shall deposit all funds of the Unit in a bank designated by the Board. He shall deposit all funds of the Bridge Center in a separate account.

D. The Secretary shall record minutes of all meetings and conduct all correspondence of the Unit. He shall submit names, addresses, ZIP codes, email addresses and telephone numbers of the Unit President, Vice President, Secretary, Treasurer, District 21 Board Representatives and Membership Chair to the District 21 Secretary as required by District  21 and to the ACBL immediately upon their selection. 

ARTICLE XIV: Committees

A. The Standing Committees of the Unit shall be:

1. Membership Committee

2. Protest, Conduct, Deportment and Ethics Committee (PCD&EC)

3. Tournament Committee

4. Publicity Committee

B. The duties of the Standing Committees shall be:

1. The Membership Committee shall be comprised of a member of the Board as Chair and a reasonable number of members in good standing. It shall maintain current records of membership and membership business as reported by the ACBL in its monthly In-and-Out reports. It shall assist the Unit with contacts to new members and to members who have let their membership lapse.

2. Protest, Conduct, Deportment and Ethics Committee – This Committee will be chaired by a Board member and shall consist no fewer than three (3) Board and Unit members. The purpose of the Committee is to insure the Zero Tolerance practices of the ACBL are strictly maintained at all Unit activities.

a. The Committee shall have all the powers to censure, suspend, expel, or otherwise discipline a member to the full extent afforded a unit under the Code of Disciplinary Regulations of the ACBL, as amended from time to time.

b. Such Committee shall have initial jurisdiction over all matters which may be heard by the Unit, including (i) alleged infractions occurring at an ACBL sanctioned club; (ii) appeals from the actions of a tournament committee and a Unit-sanction tournament; (iii) direct disciplinary action resulting from Zero Tolerance violations; (iv) referrals from other Units relating to actions of Unit 503 members.

c. Decisions of the PCD&EC are subject to appeal to the Judiciary Committee of District 21 of the ACBL.

d. The Chair of the Committee shall appoint a Recorder from the Board or membership to receive all matters, gather information, conduct hearings, etc. to resolve the matter before it is brought formally to the Committee.

e. All conduct and ethics hearings shall be conducted in accordance with the ACBL Code of Disciplinary Regulations.

3. The Tournament Committee shall conduct the Unit Sectional(s), and Unit games. The Chair may or may not be a Board member.

4. The Publicity Committee shall publish a Unit publication and/or maintain a Unit website. The Chair may or may not be a Board member.

C. Other special committees may be appointed by the President to perform specific functions deemed necessary by the Board. These committees may be appointed from the

Board and Unit membership and will have their scope defined in instructions from the President to the chair of such committee. 

Article XV:  Bridge Center Operation

The Unit shall, if requested by Club owners and an appropriate facility is available, operate a Bridge Center for the benefit of Unit members.  The Board of Directors shall manage the Bridge Center.  Board members who are also Club owners of games played at the Bridge Center must abstain on votes taken on matters pertaining to the Bridge Center.

Responsibilities shall include:

A.  Execute a lease for the facility.

B.  License the facility to individual clubs:

1.  Determine the mix of club games that best utilizes the facility.

2.  Approve or disapprove use of the facility by individual Clubs.

3.  Execute licenses with Club owners for use of the facility for specific games.

C.  Provide expendable Club supplies from the bridge center funds.

D.  Provide cleaning, maintenance and repair, code compliance and safety of the facilities and grounds from the bridge center funds.

E.  Manage the finances of the Bridge Center:

1.  Establish rates of usage for the facility.

2.  The Treasurer shall have care and custody of the funds of the Bridge Center.  He shall receive and disburse money for the business of the bridge Center.  He shall keep an accurate account of all receipts and disbursements and shall submit a financial report at

each meeting of the Board of Directors.  He shall pay all bills and deposit all funds related to the Bridge Center in a separate account.  Such funds shall be kept separate from the Unit funds.

3.  Obtain approval from participating Club owners for major expenses.

4.  Audit the receipts and disbursements of the Bridge Center on a yearly basis.

F. Provide liability insurance for club owners who are Unit members.  Club owners who are not Unit members must provide evidence of liability insurance.

ARTICLE XVI: Prohibition against sharing Unit profits and assets

No member, Director, officer, employee, or other person connected with the Unit, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Unit, provided however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Unit in effecting any of its purposes as shall be fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of,

and shall not receive, any of the assets on dissolution of the Unit. All members, if any, of the Unit shall be deemed to have expressly consented and agreed that on such dissolution or winding up 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 Directors shall be distributed to the American Contract Bridge League Charity Foundation or other recognized charitable organizations.

ARTICLE XVII: 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 Directors. Such petition must be submitted to the President through the Unit Secretary.

B. The President, shall set the time and place of a meeting of the Board of Directors to act on the petition.  The Unit 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 quorum 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 this Constitution 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. 

Notes:

In this document, the pronoun, he is understood to mean he/she.

In the 1987 Bylaws revision, the League Charter and District 21 assigned that portion of Santa Clara County northwest of a line drawn southwestward from the San Francisco Bay along the eastern boundary of the Moffett Field Naval Air Station and the cities of Mountain View and Los Altos to the intersection of Fremont Avenue and Highway 85 then perpendicular to the northwesterly trend of Interstate 280 to the Santa Clara-San Mateo County Line.