Congratulations to Jane Melby and Diane Strickland, the DBAA's nominees to the District 7 Goodwill Committee. Please go to MEMBER RECOGNITION, Goodwill Committee, to read their nomination information.
Amended and Restated Bylaws of the Duplicate Bridge Association. Also known as American Contract Bridge League Unit 253.
TABLE OF CONTENTS
ARTICLE I Organization; Purpose
ARTICLE II American Contract Bridge League
ARTICLE III ACBL Unit Jurisdiction
ARTICLE IV Membership
ARTICLE V Membership Meetings
ARTICLE VI Board of Directors
ARTICLE VII Officers
ARTICLE VIII Elections
ARTICLE IX Committees
ARTICLE X Amendment of the Bylaws
ARTICLE XI Indemnification
ARTICLE XII Miscellaneous
ARTICLE XIII Dissolution and Nonprofit Status
Article I Organization; Purpose
A. Name. The name of this organization is the Duplicate Bridge Association of Atlanta (“the DBAA” or the “corporation”). The DBAA is also known as American Contract Bridge League Unit 253 or as ACBL Unit 253.
B. Incorporation. The DBAA is incorporated as a non-profit organization under the laws of the state of Georgia.
C. Purposes. The purposes for which the DBAA is organized are:
Article II American Contract Bridge League
The DBAA 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 these Bylaws. As such, the DBAA and its members shall be subject to and abide by the Bylaws and regulations of the ACBL in existence and as amended from time to time by ACBL. No rule, regulation or bylaw adopted by the DBAA shall be inconsistent with or be in contravention of the rules, regulations and bylaws of the ACBL. The DBAA shall conduct its affairs in a manner consistent with the rules, regulations, policies, procedures and bylaws of the ACBL.
Article III ACBL Unit Jurisdiction
The geographical area within which the DBAA shall have ACBL jurisdiction is such area as is presently or may in the future be assigned to it by the Board of Directors of the ACBL.
Article IV Membership
A. Members. Any person who is a member of the ACBL and resides within the geographical area over which the DBAA has jurisdiction shall be a member of the DBAA. Any person who lives outside the geographical area over which the DBAA has jurisdiction may apply for membership in the DBAA according to regulations established by the ACBL. Any person who resides within the geographical area of the DBAA may apply to become a member of a different Unit according to regulations established by the ACBL.
B. Rights and Obligations. In accordance with the procedures established by the ACBL Board of Directors, the members of the DBAA shall have the right to elect the Directors and any other legal rights or privileges in connection with the governance of the DBAA. Members of the DBAA 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.
Article V Membership Meetings
A. Annual Meeting. The Annual Meeting of the DBAA shall be held in the first quarter of each calendar year unless otherwise directed by the Board of Directors. The agenda of the Annual Meeting shall include presentation of the annual financial report and transaction of such other business as may properly come before the meeting.
Failure to hold an annual meeting shall not work a forfeiture or dissolution of the Unit or invalidate any action taken by the Board of Directors or Officers of the DBAA.
B. Special meetings. Special meetings of the membership of the DBAA may be called by a majority of the Board of Directors. A special meeting shall be called by the President on petition by not less than fifty (50) members entitled to vote.
C. Location of Meeting. All membership meetings of the DBAA shall be held within the geographical area of the DBAA.
D. Notice of Meeting. The DBAA shall provide notice of its Annual Meeting or a Special Meeting no less than twenty (20) days before the date of the meeting. Such notice shall include the date, time and location of the meeting. A notice of a Special Meeting shall include the purpose of the meeting. Meeting notices shall be posted on the DBAA’s website and may be provided through other means as the Directors shall specify.
E. Quorum. Fifty (50) members in good standing of the DBAA shall constitute a quorum at any meeting of the membership.
F. Proxy voting. No proxy voting shall be permitted at membership meetings.
Article VI Board of Directors
A. Composition. The Board of Directors shall consist of the following members, each of whom must be members in good standing of the DBAA:
B. Term of office. The term of office of each director, including those who are officers, shall be two years. The word "year" shall mean the period from the adjournment of the annual meeting until the adjournment of the next annual meeting of the membership. Each director and officer shall continue to serve until the term for which he was elected has expired, and/or a successor has been duly elected and/or qualified.
C. Powers and Duties. The management of all business, property, and interests, and other affairs of the DBAA shall be vested in its Board of Directors. Among the powers hereby conferred is the power to impose sanctions upon members in accordance with ACBL rules and regulations, to delegate non-policy making authority to members who are not directors, and in general to take such other and further actions as may from time to time be necessary to further and implement the purposes and aims of the DBAA as set forth in Article I. The Board of Directors is the sole judge of its own membership.
D. Directors’ Fiduciary Duties and Standards of Conduct. Each director is subject to a duty of loyalty to the corporation and a duty of care in the performance of his duties as a director.
E. Regular and Special Meetings. The Board shall establish a schedule for regular meetings. Regular meetings of the Board of Directors shall be held, with proper notice, no less than once every three months. Special meetings of the Board may be called at any time by the President, the Board, or upon the written request of five (5) or more directors.
F. Notice of Meeting. Notice of any regular or special meeting shall be sent to each board member electronically at the e-mail address each provides to the Secretary no fewer than three (3) days and no more than forty-five (45) days prior to the date of the meeting. Such notice shall include the date, time and location of the meeting.
G. Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of business on the basis that the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice to that director or those directors who sign the waiver.
H. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of telephone conference or similar communications equipment, as long as members participating in such meeting can hear one another.
I. Quorum. Fifty percent (50%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
J. No conflict of interest. Upon majority vote of a quorum of the Board of Directors, a member may be prohibited from voting on any matter in which the Board determines that member has a significant financial interest.
K. Term Limits. A Director may not serve for more than three (3) consecutive terms, except that a Director may serve an additional consecutive term for each term the Director has served as an officer during any of his or her immediately preceding three consecutive terms; provided, however, that no Director may serve more than two such additional consecutive terms. A partial term shall count as a term if it is longer than 365 days.
L. Vacancies. A vacancy of an At-Large Director, whether caused by resignation, death or otherwise, may be filled by the President, subject to the affirmative vote of a majority of the remaining directors. A director who fills a vacancy shall hold office for the unexpired term of his predecessor and until a successor is elected and qualified.
M. Removal by Board. A Director, including those who are Officers, may be removed for missing four or more Board of Director meetings in any consecutive 12 month period.
Removal of a Director under this provision shall require vote of a majority of all of the Board members then in office.
At least fifteen (15) and no more than forty-five (45) days written notice of a meeting at which removal of a Director will be considered shall be given to the full Board.
Such notice shall include the grounds for removal. The Director subject to removal shall receive written notice by certified mail within the above timeframe, and shall have the opportunity to dispute his removal at said meeting.
N. Resignation. Any director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Board of Directors. A director’s resignation shall take effect upon delivery of notice unless the notice of resignation specifies a later effective date. Acceptance of a director’s resignation shall not be necessary to make it effective.
O. Voting by Proxy. Voting by proxy at DBAA Board meetings is not permitted.
P. Compensation and Reimbursement of, or Advances to, Directors. Board members shall serve without compensation for their service as a director (and those who serve as officers shall not be compensated for that service either) but may be authorized to receive (i) reimbursement of expenditures made on behalf of the DBAA, or (ii) advances against expenditures directed to be made on behalf of DBAA (see further Article XII, E).
Article VII Officers
A. Designations. The officers of the DBAA shall be a President, a Vice-President, a Secretary, and a Treasurer. Officers shall hold office until their successors are elected and qualified.
B. President. The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
C. 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.
D. Secretary. The Secretary shall issue notices for all meetings, shall keep minutes of all meetings, 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.
E. Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation 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 corporation. The Treasurer shall provide annually the Treasurer's Reports and other pertinent records to an individual selected by the Board to review the accounts of the DBAA. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors.
F. Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer’s place by the provisions of these Bylaws, the Board of Directors may, from time to time, delegate the powers or duties of such officer to any other director or other person it may select.
G. Vacancies. In case any office shall become vacant by reason of death, resignation, removal or otherwise, the directors then in office may appoint a successor or successors for the unexpired term.
Article VIII Elections
A. Date of Elections. Elections shall be held at the first DBAA sectional of the year, unless otherwise provided by the Board of Directors.
B. Nominating Committee. At a time reasonably in advance of annual meeting of the DBAA in an even-numbered year, the President shall appoint a Chairman and two members of the Nominating Committee for the election of officers. The Nominating Committee Members shall be members in good standing of the DBAA. They cannot be members of the Board of Directors and shall not be eligible for nomination.
C. Good Standing. Candidates for all positions must be members in good standing of the DBAA.
D. Nomination of Officers. The duties of the Nominating Committee are:
a. Any person(s) wishing to run for office whose name is not on the slate proposed by the Nominating Committee may have their name put on the ballot by notifying in writing the Chairman of the Nominating Committee no less than 30 days prior to the date of the election.
b. Any person(s) wishing to run for Director may have their name put on the ballot by notifying in writing the Chairman of the Nominating Committee, no less than 30 days prior to the date of the election pursuant to Article VIII. E. below.
c. The name of the Nominating Committee Chairman and instructions for receipt of an absentee ballot shall be posted at the bottom of the slate of candidates;
4. Issuing, as soon as practical after the self-nomination period has ended, an amended slate to include those who self-nominated for any officer or director position. This amended notification shall repeat the instructions for receipt of an absentee ballot.
E. Nomination of Directors. Any member in good standing of the DBAA wishing to run for the position of director may so advise the Chair of the Nomination Committee.
Such notice shall be in writing and shall be made no later than thirty (30) days prior to the date of the election.
F. Election Committee. The President of the DBAA shall appoint a Chairman and an appropriate number of members for an Election Committee to handle the election in an efficient manner. The Election Committee Members shall be members in good standing of the DBAA. They cannot be members of the Board of Directors and shall not be eligible for nomination.
G. Election Procedures. The Board shall establish procedures under which the Election Committee shall operate. These Election Procedures shall be posted on the DBAA website and provide, at a minimum, for absentee balloting. The Election Procedures may be amended by a two-thirds (2/3) vote of the directors in attendance at a regularly scheduled meeting. The Secretary shall maintain a current copy of the procedures in the Minutes book.
Article IX Committees
A. Standing Committees. The Board of Directors may create standing committees to comply with ACBL regulations or as otherwise deemed necessary. The Chair and members of all standing committees shall be appointed by the President and approved by the Board of Directors.
B. Other Committees. The President shall have the power to create and appoint the members of ad hoc and other committees as he may deem necessary or appropriate, designate the chairs thereof and assign functions thereto.
C. Committee Membership. The members of committees need not be members of the Board of Directors.
Article X Amendment of the Bylaws
These bylaws may be amended, altered or repealed and new bylaws may be adopted by a vote of two thirds (2/3) of the members present and voting at any meeting of the members at which a quorum is present, and not otherwise.
Article XI Indemnification
A. Generally. The DBAA shall indemnify each person who shall serve at any time hereafter as a Director or officer and may, at the discretion of the Board, indemnify any employee, agent or advisor of the Corporation (including the heirs, executors, administrators or estate of such person) from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a Director, officer, employee, agent or advisor of the DBAA, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such director, officer, employee, agent or advisor to the full extent permitted under Sections 14-3-851, 14-3-852 and 14-3-856 of the Georgia Nonprofit Corporation Code or any successor provisions of the laws of the State of Georgia, and shall reimburse such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability.
B. Rights Not Exclusive. The rights accruing to any person under the foregoing provisions of this Article shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the DBAA to indemnify or reimburse such person in any proper case even though not specifically herein provided for. The DBAA, its directors, officers, employees, agents and advisors shall be fully protected in taking any action or making any payment under this Article or in refusing to do so in reliance upon the advice of counsel to the DBAA.
C. Insurance. The DBAA shall be authorized to obtain and maintain insurance on behalf of its current and former Directors, officers, employees, agents and advisors against liability asserted against or incurred by them in such capacity or arising from their status as a Director, officer, employee, agent or advisor, whether or not the DBAA would have power to indemnify such Director, officer, employee, agent or advisor against the same liability under Sections 14-3-851, 14-3-852 and 14-3-856 of the Georgia Nonprofit Corporation Code.
Article XII Miscellaneous
A. Inoperative Portion. If any portion of the Bylaws shall be invalid or inoperative, then, to the extent reasonable and possible, the remainder shall be valid and operative, and effect shall be given to the intent that portion held invalid or inoperative manifests.
B. Interpretation. Whenever the context indicates, the masculine gender shall encompass the feminine and neuter, and the singular shall encompass the plural or vice versa. The headings are solely for organization, convenience and clarity. They do not define, limit or describe the scope of these bylaws or the intent in any of the provisions.
C. Books and Records. The DBAA shall keep correct and complete books and records of accounts and shall keep minutes of all proceedings of its Board of Directors and membership meetings.
D. Fiscal Year. The fiscal year for the corporation shall run from January 1 to December 31.
E. Loans. The DBAA shall not make loans for personal purposes to any director or officer. Any director or officer who assents to or participates in the making of any such loan shall be liable to the DBAA for the amount of such loan until the repayment thereof. Notwithstanding the foregoing, an advance to any director or officer of amounts reasonably estimated to be needed to pay an expense of the DBAA that has been approved by the Board, and where the estimate and advance are approved the President, if the advance is to be made to another person, or by the Treasurer, if the advance is to be made to the President, and where the person receiving the advance is obligated to make an accounting for the use of the funds to the DBAA, shall not be considered a loan for these purposes.
Article XIII Dissolution and Nonprofit Status
This corporation is not organized, nor shall it be operated, for financial gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its members. It is organized solely for nonprofit purposes. On the dissolution or winding up of this corporation, assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation shall be distributed according to the regulations and policies of the ACBL and in accordance with O.C.G.A. § 14-3-1302(a). If this corporation holds any assets in trust, they shall be disposed of in such a manner as may be directed by judgment of a court of appropriate jurisdiction.
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CERTIFICATION OF THE SECRETARY
The undersigned hereby certifies (i) I am the Secretary of the DBAA, a nonprofit corporation, (ii) the above Bylaws are a true, correct and complete copy of amended and restated bylaws adopted at a duly held meeting of the membership on the 15th day of November, 2015, and in accordance with the laws of the State of Georgia, and (iii) the Bylaws are in full force and effect on the Effective Date hereof and have not been amended on or subsequent to the Effective Date.
IN WITNESS WHEREOF, I have hereunto executed this Certificate in my official capacity on 22nd day of November, 2015.
By: Jan Noll Signature on File