DSBA BYLAWS

Delaware State Bridge Association
Unit 190 of the American Contract Bridge League

Revised and Approved - September 1995

Contents

Article I - Unit Jurisdiction
Article II - Fiscal Year
Article III - Membership
Article IV - Dues
Article V - Membership Meetings
Article VI - Unit Board of Directors
Article VII - Unit Officers
Article VIII - Impeachment
Article IX - Amendments to the Bylaws
Article X - Tournaments
Article XI - Committees

Article I - Unit Jurisdiction

The geographical area within which this unit may operate shall be such area as is presently assigned to it by the Board of Directors of the American Contract Bridge League (ACBL), and as it may hereafter be modified from time to time.

The fiscal year shall run from the first day in October through the last day in September.

1) Any person of good moral character and residing within the playing area of the Unit is eligible for membership. Any such person may apply in writing to such person, persons, or committee as the Board of Directors may direct and shall become a member upon complying with such requisites as the Board by resolution may, from time to time, adopt and upon payment of the annual dues.

2) The filing of an application shall bind the applicant to full compliance with the adherence to these Bylaws, the Unit's Charter, and the Charter and Bylaws of the ACBL.

3) Except as may be herein otherwise provided, a member shall enjoy and possess all rights of membership equally with all other members.

4) Membership in the Unit shall carry with it membership in the American Contract Bridge League.

5) Eligibility for Unit membership is determined by the ACBL on the basis of assigned geography. The Delaware State Bridge Association (DSBA) complies with ACBL practices and exceptions.

6) Members remain in good standing unless:

1) They have failed to pay their dues within six (6) months following the expiration date of the ACBL's membership years.

2) They have been disciplined under Article VI 8f of these Bylaws.

Article IV - Dues

1) All individual members of the DSBA shall pay the annual dues as prescribed by the ACBL.

2) Dues shall be payable at the beginning of the ACBL membership year.

3) Any person elected to membership shall pay dues for the entire year without abatement.

4) The Board of Directors shall have no power to levy any special assessment.

1) The annual meeting of the members shall occur at least ten (10) days prior to the end of the fiscal year.

2) The Board of Directors shall fix the time and the place of the annual meeting and shall give notice by mail of such meeting at least fifteen (15) days prior to the meeting. Such notice shall include the proposed slate of nominees who have been approved for nomination to the Board of Directors and a list of the current membership of the Board of Directors and their terms of office.

3) Special meetings of the membership may be called at any time by a majority of the Board of Directors or by the President, upon ten (10) days written notice to all members. A special meeting must be called within seventy-five (75) days of the Secretary's receiving a petition requesting such a meeting, stating the business to be taken up and signed by fifteen percent (15%) of the members in good standing. The notice of any special meeting shall contain an Agenda of the matters to be taken up at such a meeting.

4) No quorum shall be necessary at any membership meeting to elect members to the Board of Directors, or to pass any resolution other than those that concern amendments to the Bylaws. For action concerning the DSBA bylaws a quorum consisting of at least ten percent (10%) of the members in good standing shall be required.

1) Number of Directors: The affairs of the unit shall be managed and conducted by the Board of Directors which shall consist of fourteen (14) persons, all of whom must be members of the Unit, and at least two of whom shall be nominated from the floor at an annual membership meeting.

2) Term of Office: Each director shall hold office for a period of two (2) years which shall coincide with the fiscal year of the Unit and shall continue to hold office until his successor shall have been duly elected, with the restriction that a Board member may not serve more than two (2) consecutive terms. Terms of only one-half the members of the Board of Directors, including one member nominated from the floor, shall expire each year. Whenever the term of the President of the DSBA, as a member of the Board, would expire that fiscal year, the President shall automatically serve an additional one-year term as a member of the Board, thus increasing its membership to fifteen (15). upon his non-acceptance of/or resignation from this one year term the Board membership shall return to fourteen (14).

3) Nominations:

a) The Vice President, at least ninety (90) days prior to the annual membership meeting, shall select a Nominating Committee, composed of five (5) persons, a majority of whom shall not be members of the current Board of Directors. Said Nominating Committee shall meet prior to the mailing of the notices of the annual meeting and shall prepare a slate of six (6) Directors to be placed in nomination by it at the annual meeting of the members. All nominees must have expressed willingness to serve if elected.

b) Additional nominations may be made by the membership, but such nominations must be in writing, signed by at least twenty (20) persons in good standing and must be received by the secretary of the unit at least forty-eight (48) hours prior to the start of the annual membership meeting. No more than one (1) person may be nominated on any single petition. The petition must contain the nominee's signature as indication of his willingness to serve if elected.

4) Elections:

a) Every qualified member shall be entitled to one vote for each director to be elected. If the nominating committee's slate has been increased by petition, all ballots shall be secret. All candidates are entitled to have a witness represent each at the counting.

b) If no additional nominations have been made by petition, the membership will vote its approval or disapproval of the entire slate by open ballot. Approval by a majority vote of the membership present will constitute election to the Board of Directors.

c) If the Nominating Committee slate has been increased by petition, the membership will then vote for six (6) of the candidates by secret ballot with the six (6) receiving the most votes being considered elected to the Board of Directors.

d) If the Nominating Committee slate, modified or unmodified, has been disapproved, nominations may be made and seconded from the floor to be added to the proposed slate. A new vote by secret ballot will occur to elect the seven (7) persons receiving the most votes.

e) Unless the Nominating Committee's slate has been disapproved and seven (7) members have been elected, including at least one nomination from the floor as per subparagraph (d) above, an election will be held to select one (1) additional Board member nominated and seconded from the floor. Such election shall be by secret ballot if there is more than one candidate running for the seventh position. The member receiving the most votes will be elected.

5) Vacancies: Any vacancy on the Board of Directors may be filled by the Board of Directors and the persons so appointed shall hold office during the unexpired term of the Director they replace.

6) Meetings: The Board of Directors shall hold a minimum of six (6) meetings per year, the first of which shall be for the election of officers and any such business as may come before it. The Secretary shall call a meeting of the Board of Directors at the request of the President or upon request in writing of five (5) of its members. Such notices shall be mailed not less than ten (10) days prior to the date of the proposed meeting.

7) Quorum: A quorum of the Board of Directors for the transaction of business shall consist of not less than eight (8) Directors.

8) Powers and Duties: In addition to the powers granted by other provisions of these Bylaws and by the laws of the State of Delaware, the Board of Directors shall have the following powers and duties:

a) To acquire, hold, administer, maintain, and dispose of all the property of the Association.

b) To appropriate the funds of the Unit for the purpose set forth in these Bylaws.

c) To hire and discharge employees and independent contractors and to supervise their conduct and to fix their compensation.

d) To audit all receipts and disbursements of the Unit.

e) To conduct, manage, supervise and control all the business of the Unit included in 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 censure, suspend, expel or otherwise discipline any member based on the findings of the Conduct, Ethics and Protest Committee. No member shall be censured, suspended, expelled or otherwise disciplined until he has been furnished with written charges, to which he has had time to reply or until after a hearing of which he has received reasonable notice. He may be represented by counsel. Disciplinary action by the Unit may be appealed to the District Judiciary Committee. The right of a member, against whom charges are pending, to play in tournaments during such pendancy shall not be affected unless otherwise directed by the Board. A two-thirds vote of the entire Board of Directors shall be necessary for actions contained in this paragraph.

g) The business at all meetings of the Board of Directors and at all meetings of the members of the DSBA shall be conducted according to standard parliamentary procedure. Provided a quorum is present, a majority will be sufficient and necessary to pass any motion or resolution unless otherwise specified in the Bylaws.

1) Number: The officers of the Unit shall be selected from the fourteen (14) members of the incoming Board of Directors and shall consist of a President, a Vice President, a Secretary, and a Treasurer. At the discretion of the Board of Directors the office of Secretary may be divided between a Recording Secretary and a Secretary.

2) Election:

a) The incoming Board of Directors shall elect all officers at its first meeting following the annual membership meeting. This meeting to be called and presided over by the outgoing President. It shall be on or before the first day of the fiscal year, but not until forty-eight (48) hours have elapsed since the annual membership meeting. The officers shall be elected in the order of the listing in paragraph one (1) above. A quorum shall be required to conduct the election of officers described in this paragraph. In the absence of a quorum, the election shall be deferred to the first meeting of the Board of Directors at which a quorum shall be present, as called above.

b) Candidates shall be nominated and seconded from the floor. A majority vote of the Board members present shall be necessary to elect to any office. In the event that a majority is not obtained by any candidate, the name of the candidate receiving the lowest number of votes will be dropped from the ballot and another vote will be taken. Should more than one candidate be tied for the lowest number of votes, all names so tied will be dropped from the ballot and, in the event that only one name is left, a plurality will be sufficient to elect. Any officer shall be eligible for re-election. Notwithstanding the preceding sentence, no person may hold the office of President for more than two consecutive years.

3) Vacancies: Vacancies due to death, resignation or other causes shall be filled by the Board of Directors as per subparagraph 2(b) above excepting that the Vice President shall automatically succeed the President.

4) Duties:

a) The President of the DSBA shall have the following duties and responsibilities:

(1) To preside at all meetings of the Board of Directors and at all meetings of the DSBA members.

(2) To call a special meeting of the Board of Directors whenever he may deem it necessary.

(3) To rule on all points of order at Board of Directors' meetings and meetings of the DSBA members.

(4) To appoint chairmen of all committees and to have the option of appointing the members of committees.

(5) To appoint all representatives and/or delegates to other Bridge Organizations.

(6) To conduct the business of the DSBA in accordance with the Bylaws of the DSBA.

(7) To submit an annual report to the membership for its annual meeting.

(8) To request the Vice President to assume any of the above duties and responsibilities in the event of his temporary inability to function as set forth below.

b) The Vice President shall assume any of the duties and responsibilities of the President at his request or in the event of his resignation or death. He shall succeed to the Presidency in the event of the resignation or death of the President and shall call an election of a new Vice President to take his place at the first subsequent meeting of the Board of Directors.

c) The Secretary shall have the following duties and responsibilities:

(1) To take minutes of all meetings of the Board of Directors and of membership meetings and will be responsible for keeping a permanent typewritten copy of such minutes.

(2) To be responsible for all correspondence that involves the DSBA.

(3) To be responsible for preserving past records and minutes of the DSBA.

(4) To be responsible for transferring all the above to the newly elected Secretary.

d) The Treasurer shall have the following duties and responsibilities:

(1) To be responsible for all funds, securities and property possessed by the DSBA and to keep accurate up-to-date records of all income and expenses of the DSBA.

(2) To be responsible for the payment of all legally incurred debts of the DSBA.

(3) To deposit the funds of the DSBA in such bank or banks as may be designated by its Board of Directors.

(4) To submit an annual audited report to the membership within ninety (90) days of the end of the fiscal year.

(5) To prepare all required governmental reporting forms.

(6) In the event of the Treasurer's inability to act, the President may act in his place.

Any officer or director may be removed for cause at any meeting of the Board of Directors provided two-thirds of those present, constituting a quorum, 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 against him, at least ten (10) days prior to the meeting and shall be given an opportunity to be heard before the Board of Directors and to be represented by counsel of his own choosing.

1) Any amendment to the Bylaws may be proposed by any member of the Board of Directors at any meeting of the Board and may not be voted on until the next meeting of the Board of Directors. A two-thirds vote of the entire Board shall be necessary to approve the amendment for consideration at the next meeting of the DSBA membership. If a quorum is present at the meeting of the DSBA membership, the amendment shall be passed if approved by a majority of those present.

2) Any amendment to the Bylaws may be proposed by any ten (10) members in good standing, by submitting the amendment in writing to the Secretary of the DSBA no less than thirty (30) days in advance of the next meeting of the DBSA.

3) Any amendment originated by petition from the membership shall result in the Bylaws being amended when:

a) Passed by a majority of those present and voting at a membership meeting, provided a quorum is present, and passed by a majority vote of the Board of Directors at its next meeting, or,

b) Passed by a two-thirds vote of those present and voting at a membership meeting, provided a quorum is present, without subsequent approval by the Board of Directors.

4) The members shall be notified in writing, at least ten (10) days before the next membership meeting, of the proposed amendment to the Bylaws as well as the portion of the Bylaws, if any, which would be changed by the proposed amendment.

The unit shall have complete authority over all tournaments conducted by it subject to the regulations of the ACBL.

The President, with the approval of the Board of Directors, shall appoint such committees as may be necessary or desirable to perform the functions of the organization and he shall define their duties. Among the committees appointed by him shall be the following standing committees: Tournament Committee, Conduct, Ethics and Protest Committee, Membership Committee, and Publicity Committee.