Unit 364 Bylaws - Adopted Aug 9 2014

Colorado West Unit

BYLAWS

ARTICLE I – Name & Entity

Section 1.1 Name. The name of this organization, as registered with the Colorado Secretary of State, is Colorado West Unit 364, Inc., hereinafter referred to as the “Unit”.

Section 1.2 Entity. The Unit is incorporated as a nonprofit corporation as defined by the Colorado Revised Nonprofit Corporation Act (“Act”) and shall be governed by the Act and other relevant Colorado statutes.

Section 1.3 Registered Office and Registered Agent. The registered agent and office of the Unit shall be located in the state of Colorado at such place as may be fixed from time to time by the Board of Directors (“Board”) upon filing of such notices as are required by law.

ARTICLE II - Affiliation & Jurisdiction

Section 2.1 Affiliation.

2.1.1 This Unit functions under the Bylaws and Regulations of the American Contract Bridge League (“ACBL”) and District 17 in which it is located.

2.1.2 The Unit is a separate legal entity that interacts with the ACBL through the unit charter process and exists for the purposes specified in Article I of the ACBL bylaws. As such, the Unit and its members shall be subject to and abide by the bylaws and regulations of the ACBL, as amended from time to time by the 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.

Section 2.2 Jurisdiction. The geographic area over which the Unit shall have jurisdiction shall be such area as is presently or may in the future be assigned by the Board of Directors of the ACBL.

ARTICLE III – Objectives

Section 3.1 Objectives of the Unit.

1. To preserve and promote the best interests of and to stimulate interest in competitive duplicate contract bridge and any modifications thereof;

2. To cooperate with and assist the ACBL in the promotion and conduct of contract bridge tournaments;

3. To encourage the highest standards of conduct and ethics by its members and to enforce such standards;

4. To promote the education of members and the development and organization of sanctioned clubs within the Unit;

5. To cooperate with the ACBL's charity program and to sponsor and conduct charity events with the object of realizing funds to be devoted to worthy humanitarian causes;

6. To promote retention of current members and to actively recruit new members; and

7. To conduct such other activities as may be in keeping with its principal objectives.

ARTICLE IV - Membership

Section 4.1 Members. Any person who is a member of the ACBL and resides within the geographical area over which this Unit has jurisdiction shall be a member of the Unit. Any person who lives outside the geographical area over which this Unit has jurisdiction may apply for membership in the Unit according to regulations established by the ACBL. Any person who resides within the geographical area of the Unit may apply to become a member of a different unit according to regulations established by the ACBL.

Section 4.2 Rights and Obligations. In accordance with the procedures established by the ACBL board of directors, the members of the Unit shall have voting rights and any other legal rights or privileges in connection with the governance of the Unit. Members of the Unit shall be required to abide by, and to conduct themselves in a manner consistent with, the bylaws, regulations, policies, code of conduct, and ethics standards established by the ACBL.

Section 4.3 Termination of Membership. A member shall remain a member of the Unit unless and until that member changes residence to a place outside the jurisdiction of the Unit, without taking the necessary steps to retain membership in the Unit, per ACBL regulations. Membership may also be terminated due to failure to pay annual ACBL dues in accordance with the regulations of the ACBL or as a result of disciplinary action by the ACBL or by the Unit. All members of the ACBL shall be subject to binding and compulsory arbitration in cases and controversies involving ACBL.

Section 4.4 Dues. No dues shall be paid directly to the Unit by its members. Instead, dues are paid by members to the ACBL. The Unit’s Board of Directors, hereinafter referred to as the Board, shall have no power to levy special assessments.

ARTICLE V - Membership Meetings

Section 5.1 Annual Meeting. The annual meeting of the Unit shall be held at such time and place as may from time to time be fixed by the board. The agenda of the annual meeting shall include presentation of annual reports and transaction of such other business as may properly come before the meeting.

Section 5.2. Special meetings. Special meetings of the Unit’s membership may be called by the president, by the board of directors, or by delivery to the board of directors of a written request signed by at least ten percent (10%) of the membership, asking for a special meeting. The board shall publish the reason for the special meeting to the membership. Only business within the purpose or purposes stated in the notice of the meeting may be conducted at a special meeting of the membership.

Section 5.3. Place of Meeting. All membership meetings of the Unit shall be held within the geographical limits of the Unit.

Section 5.4. Notice of Meetings. Notice of each meeting of the members stating the place, date, and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no fewer than ten days (or if notice is mailed by other than first class, certified or registered mail, no fewer than thirty days) nor more than sixty days before the date of the meeting, either personally, by electronic transmission or any other form of wire or wireless communication, mail or private carrier, or by facsimile, by or at the direction of the president, or the secretary, or the other officer or person calling the meeting, to each member entitled to attend such meeting.

If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each member at such member's address as it appears in the records of the Unit, with postage thereon prepaid. If delivered by private carrier, such notice is deemed delivered upon deposit with the carrier. If transmitted by facsimile, electronic transmission or by any other form of wire or wireless communication, such notice shall be deemed to be given when the transmission is complete. If the foregoing methods of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published.

Notice for the Annual Meeting shall include meeting agenda, the proposed slate of directors chosen by the nominating committee, an absentee ballot for election of directors, any proposed bylaw changes, and other relevant information. Notice for a special meeting shall state the place, day, and hour as well as the purpose of the meeting.

Section 5.5. Quorum. Five percent (5%) of the Unit membership in good standing attending a membership meeting shall constitute a quorum. With respect to all matters other than the election of directors, action is approved if a quorum exists and if the votes cast in favor of the action exceed the votes cast in opposition to the action.

Section 5.6. Voting. Members attending the annual meeting may vote on all issues. The results of any and all votes at the annual membership meeting shall be announced before adjourning the meeting. No proxy voting shall be permitted at membership meetings.



      • Voting for Directors. Every member in good standing in attendance at the annual meeting shall be entitled to one vote for each director to be elected. If there are more candidates than vacancies on the Board the voting shall be by secret ballot and the three candidates receiving the most votes shall be deemed elected. No proxies shall be permitted.
      • Absentee Voting. Members voting absentee, whether doing so electronically or by mail, may vote for candidates for director and issues as presented on the agenda. Write-ins shall be accepted on the ballots. Members who provide their ACBL number may vote electronically. Members may also return ballots by mail.
      • Absentee Deadline. Absentee ballots, in whatever form, must be received by the Secretary no later than the day before the election. If returned by mail, the absentee ballot must be enclosed in a plain envelope and must be accompanied by the name and ACBL number of the voting member. However, nowhere on the ballot or in the plain envelope should the member be identified. Only official ballot forms will be counted.
        If returned by e-mail, the absentee ballot must be in .pdf format and attached to an e-mail that contains the voter’s name and ACBL number.
        If returned by FAX, the absentee ballot must be accompanied by a cover page that contains the voter’s name and ACBL number.

ARTICLE VI - Unit Board of Directors

Section 6.1 Number of Directors. The affairs of the Unit shall be managed and conducted by the Board which shall consist of nine (9) persons, all of whom must be members in good standing of the Unit.

Section 6.2 Term of Office. Each director shall hold office for a period of three (3) years and shall be limited to two (2) consecutive terms, but may be re-elected to the Board after a one (1) year absence from the Board. Any partial term served for any reason shall not count for the purposes of this paragraph.

Section 6.3 Elections. Elections shall be held at the annual meeting at which time three (3) persons shall be elected to serve for a three year term. Thus there will be a carry over of six directors with the election of three directors annually. Each director shall hold office until his successor has been duly elected or appointed. The commencement of the term shall be the first duly called meeting of the Board immediately following the annual meeting.

Section 6.4 Selection of Candidates. At least sixty (60) days prior to the annual membership meeting, the Board shall select a Nominating Committee composed of at least three (3) non-board members. Said Nominating Committee shall meet prior to the mailing of the notices of the annual meeting and shall prepare a slate of nominees to be included in the notice of the annual meeting and to be presented by the Committee at the annual meeting of the membership.

6.4.1 At the same time the Board selects the Nominating Committee, it shall inform the directors of the Unit's local clubs that the Committee will consider nominees presented by the clubs for inclusion in the slate of nominees determined by the Committee.  The club nominations must be received by the Nominating Committee no later than 30 days from the date the Committee is appointed.

6.4.2 In addition, the annual meeting notice shall state: “During the annual meeting, nominations from the floor shall be accepted, provided said nomination is seconded. No member having a financial interest in any bridge club shall be eligible for nomination and/or election to the Board, nor can such member be appointed to the Board except in an honorary and non-voting capacity.”

Section 6.5 Vacancies. Any vacancy on the Board shall be filled by appointment by a majority vote of the Board. The appointee shall serve for the unexpired term of the director he/she succeeds.

Section 6.6 Removal. A director may be removed for cause at a meeting of the board of directors set aside for this sole purpose. A vote of the majority of directors is necessary for removal. The director subject to removal for cause shall be notified in writing of the grounds for such removal. These grounds must be submitted with the notice of said meeting and said director shall have a reasonable opportunity at said meeting to object and argue his removal with representation by counsel of his choosing.

6.6.1 "Cause". As used in these Bylaws, cause shall mean a just cause and not an arbitrary cause, and includes but is not limited to the following examples, which are illustrative and not exclusive:

1. Unexcused absence from any three (3) board meetings during the year. The President shall have the discretion to excuse a director’s absence.

2. Illegal, unethical, dishonest or improper conduct at tournaments, club games or Board meetings.

3. Repeated rude or disruptive behavior at Board meetings or repeated violations of Robert's Rules of Order.

4. Using a position on the Board to show partiality to any group or individual having a financial interest in bridge.

5. Attempting to make binding agreements and or decisions with outsiders without the knowledge and approval of the Board.

Section 6.7 Meetings. The regular annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual membership meeting, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. In addition, the Board shall hold a minimum of four (4) subsequent regular meetings each year. These regular meetings shall be held pursuant to the regulations established by the Board with appropriate notice.

Roberts Rules of Order shall be the parliamentary authority.

Section 6.8 Special Meetings. Special meetings of the board of directors may be called by or at the request of the President of the board or any six directors. The person or persons authorized to call special meetings of the board of directors may fix the time and place for holding any special meeting of the board called by them.

Section 6.9 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or any committee thereof may be taken without a meeting if each and every member of the board or committee in writing either: (i) votes for such action; (ii) votes against such action; or (iii) abstains from voting, per Section 7-128-202 of the Act.

Section 6.9.1 Uniform Electronic Transaction Act, C.R.S. Section 24-71.3-101, et seq. (UETA). In regard to actions by directors without a meeting, the UETA allows directors to submit the writing required by Section 6.9, above, in the form of an electronic record and the required signature on this record may be an electronic signature.

Section 6.10 Compensation. Directors shall not receive compensation for their services as such. However, the reasonable expenses of directors for attendance at board meetings may be paid or reimbursed by the Unit.

Section 6.11 Quorum and Voting. A quorum of the Board for transacting business shall consist of no fewer than a majority of the members of the Board in office at the time. The vote of the majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors.

Section 6.12 Powers and Duties. In addition to the day-to-day management of the Unit’s activities and powers granted by other provisions of these Bylaws and by the laws of the State of Colorado, the Board shall have powers and duties including but not limited to:

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

b. To reconcile all receipts and disbursements of the Unit and to make regular financial reports to the members, including an annual report at the annual meeting;

c. To discipline any member for infractions, as set forth in the ACBL Bylaws and Regulations;

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

e. The Board shall be the sole judge of its membership.

ARTICLE VII - Officers

Section 7.1 Officers. The Officers of the Board shall consist of President, Vice President, Secretary, and Treasurer. The office of President shall require at least one year prior service on the Board. Such service need not immediately precede election to office.

Section 7.2 Vacancies. Vacancies shall be filled by majority vote of the Board, provided, however, that in the case of a vacancy in the Office of President, the Vice President shall automatically fill the vacancy.

Section 7.3 Duties. The duties of the Officers shall be as follows:

Section 7.3.1 President. The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the Unit and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.

Section 7.3.2 Vice President. During the absence or disability of the President, the Vice President shall exercise all the functions of the President. The Vice President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

Section 7.3.3 Secretary. The Secretary shall issue notices for all meetings, shall keep minutes of all meetings, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors.

Section 7.3.4. Treasurer. The Treasurer shall have the custody of all monies and securities of the Unit and shall keep regular books of account. The Treasurer shall disburse the funds of the Unit in payment of the just demands against the Unit or as may be ordered by the Board of Directors and shall render to the Board of Directors, from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the Unit. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors.

Section 7.4 Appointments. The President shall appoint such committees as may be necessary or desirable to perform the functions of the organization. He/she shall determine the duties of the Committees so appointed.

VIII - Discipline

Section 8.1 Conduct and Etiquette. These Bylaws incorporate by reference ACBL Law 74, which says: A player should maintain at all times a courteous attitude ... carefully avoid any remark or action that might cause annoyance or embarrassment to another player, or might interfere with the enjoyment of the game. As a matter of courtesy, a player should refrain from making gratuitous comments during the auction and play or indicate approval or disapproval of a call or play. Penalties shall be assessed by directors as specified in ACBL Law 91.

Section 8.2 Board Responsibility. Upon recommendation of the Board or the Conduct and Ethics Committee, disciplinary action may be taken at either a special or regular meeting of the Board. The Unit shall take no action against a member unless or until such a recommendation to take disciplinary action is received by the Board.

Section 8.3 Charges. When an infraction has occurred, a member shall be furnished with written charges by certified mail, return receipt requested, before he/she may be disciplined by the Unit.

Section 8.4 Response. Upon receipt of the charges, such member shall have ten (10) days within which to reply or request a hearing on such charges.

Section 8.5 Hearing. If such member requests a hearing, said hearing shall be held not less than one (1) week nor more than three (3) weeks after the date of the request.

Section 8.6 Appeals. Disciplinary actions by the Unit may be appealed to the District Appellate Committee.

ARTICLE IX - Amendments to the Bylaws

Revisions or amendments to the Bylaws may be proposed by the members of the Unit upon petition signed by at least twenty-five (25) members and submitted to the Secretary at least sixty (60) days in advance of the annual meeting or any special meeting called for that purpose, or upon petition signed by at least six (6) members of the Board.

It shall be the duty of the Secretary to incorporate the text of the proposed amendments or revisions in the notice of the meeting.

The concurrence of two-thirds majority of the votes cast by the voting members present shall be required to pass any amendment.

ARTICLE X - Tournaments

Section 10.1 Authority. The Unit shall have complete authority over all tournaments conducted by it, subject to the Regulations of the ACBL.

Section 10.2 Tournament Committee. The President shall appoint a Tournament Chairperson. Such Tournament Chairperson may select a Tournament Committee. It shall be their duty to arrange space, staff the Tournament, acquire property and supplies, perform other duties necessary to implement a successful Tournament and assist the Tournament director in whatever capacity required.

Section 10.3 Hearings and Appeals. Hearings and appeals shall be conducted by the Conduct and Ethics Chairperson. If for any reason the Chairperson is not available or is disqualified from hearing an issue, the Chairperson, or the President if the Chairperson is not available, shall select a group of at least four (4) members to conduct the hearing. A member of the Board may serve on the panel or be present at such hearings.


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