The BRIDGE CENTER of SPRINGFIELD

By-Laws


Bridge Club of Springfield By-Laws

Revised May 2010 (revisions shown in bolded italics )

ARTICLE I - PURPOSES To organize, operate and promote a duplicate bridge club in the Springfield, Illinois, area for recreational, charitable, educational and other non-profitable purposes; and without limiting the generality of the foregoing, to foster the development of the game of bridge in the area by operating such games as meet the needs of the membership, by conducting educational programs to teach contract bridge, to host and promote regional and sectional tournaments and charity events in conjunction with the American Contract Bridge League, and to foster fellowship among bridge players in the area.

This corporation does not engage in lobbying or support any political party or candidate. No part of the net earnings of the corporation may inure to the benefit of any officer, director or member. Neither membership nor participation may be denied because of race, sex, religion or national origin in any sponsored event.

ARTICLE II - OFFICES The corporation shall maintain in the State of Illinois a registered office and a registered agent, at such office, and may have other offices within or without the state.

ARTICLE III - MEMBERS

Section 1. Members Members must reside within a 50 mile radius of Springfield, Illinois and must support the purposes of the corporation as set forth in Article I hereof.

Section 2. Application for Membership A person may become a member by furnishing evidence that the qualifications for membership have been fulfilled. The member must pay such membership fees as are determined by the board.

Section 3. Voting Rights Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4. Termination of Membership

A. The board of the corporation by affirmative vote of two-thirds of all of the members of the board may suspend or expel any member for cause after an appropriate hearing for repeated intentional violation of bridge ethics or behavior detrimental to the enjoyment of the game of bridge. No such person may thereafter participate in club events until reinstated by the board.

B. The board may by a majority vote terminate the membership of any person who is in default in the payment of dues or becomes ineligible for membership.

Section 5. Resignation Any member may resign by notifying the Secretary of the corporation, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 6. Transfer of Membership Membership in this corporation is not transferable or assignable.

Section 7. No Membership Certificates No membership certificates of the corporation shall be required, but membership cards or other evidence of membership may be issued.

ARTICLE IV - MEETING OF MEMBERS

Section 1. Membership Meeting Any meeting of the members of the corporation shall be held during the month of June for the purpose of electing officers and directors and for the purpose of the transaction of such other business as may come before the meeting.

Section 2. Special Meeting Special meetings of the members may be called either by the president or the board, or not less than 20% of the members for the purpose or purposes stated in the call of the meeting.

Section 3. Place of Meeting The board may designate any place as the place of meeting for any meeting or for any special meeting called by the board. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois.

Section 4. Notice of Meeting Written notice stating the place, date and hour of any meeting of members shall be delivered to each member, not less than 14 nor more than 30 days before the date of such meeting, or, in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 60 nor more than 120 days before the date of the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any notice required by this section may be given in any regular publication of the corporation or by posting notice of the meeting at the location where the club conducts bridge games.

Section 5. Informal Action by Members Any action required to be taken at a meeting of the members of the corporation, or any other action, which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (i) by all the members with respect to the subject matter thereof, or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members thereon were present and voting. If such consent is signed by less than all of the members , then such consent shall become effective only (1) if , at least fifteen days prior to the effective date of such consent a notice in writing of the proposed action is delivered to all of the members with respect to the subject matter thereof, and (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members who have not consented in writing.

Section 6. Fixing of Record Date For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the board of the corporation may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than 90 days and, for a meeting of members, not less than 30 days, or in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 60 days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjournment of the meeting.

Section 7. Quorum The holders of one fifth of the votes which may be cast at a meeting of the corporation, represented in person shall constitute a quorum for consideration of such matter at any meeting of members; provided that, if less than one-fifth of the outstanding votes are represented at said meeting, a majority of the votes so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members, unless the vote of greater number of voting is required by the General-Not-For-Profit Corporation Act, the articles of incorporation or these bylaws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 8. Voting Each member shall be entitled to one vote in each matter submitted to vote at a meeting of members.

Section 9. Voting by Ballot Voting on any questions or in any election may be by voice unless the chairman of the meeting shall order or any member shall demand that voting be by written ballot.

ARTICLE V - BOARD OF DIRECTORS

Section 1. General Powers The affairs of the corporation shall be managed by its board.

Section 2. Number, Tenure, and Qualifications There shall be a board consisting of eight regular members four of whom shall be the president, the vice-president, the secretary, and the treasurer, elected at the meeting of the members. The remaining four directors shall serve as chairmen of one or more of the committees established under Article VII. Each director shall hold office for a term of two years, and may be reelected.

Section 3. Regular Meetings A regular meeting of the board shall be held during the month of July of each year, for the transaction of such business as may come before the meeting. The Board may provide by resolution the time and place of the holding of additional regular meetings of the board without other notice than such resolution.

Section 4. Special Meetings Special meeting of the board may be called by or at the request of the president, the secretary, or a majority of the board. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.

Section 5. Notice Notice of any special meeting of the board, specifying the purpose of the meeting, shall be given at least seven days previously thereto by written notice to each director at their address as shown by the records of the corporation. Oral notice may be given by phone or in person at least 3 days prior to the meeting.

Section 6. Quorum A majority of the board shall constitute a quorum for the transaction of business, provided that if less than a majority of the directors are present, a majority of the directors present may adjourn the meeting to another time.

Section 7. Manner of Acting The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board, unless the act of a greater number is required by statue, these bylaws or the articles of incorporation.

Section 8. Vacancies Any vacancy occurring in the board or any directorship to be filled by reason of any increase in the number of directors shall be filled by the board. A director elected to fill a vacancy shall be elected for the un-expired term.

Section 9. Compensation Directors shall receive no stated salary for their services. The Board may vote to reimburse directors for expenses incurred, provided that approval is received prior to any expenditure.

Section 10. Removal of Directors Any director may be removed from the board by an affirmative vote of two-thirds of the entire board.

ARTICLE VI – OFFICERS

Section 1. Officers The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer.

Section 2. Election and Terms of Office The officers of the corporation shall be elected by the members at the regular membership meeting. Vacancies may be filled at any meeting of the board. Each officer shall hold office for two years or until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal Any officer elected or appointed by the board may be removed by a two-thirds vote of the entire board whenever in its judgment the best interests of the corporation would be served thereby.

Section 4. President The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board, the president shall be in charge of the business and affairs of the corporation. The president shall see that the resolutions and directives of the board are carried into effect except in those instances in which that responsibility is assigned to some other person on the board; and, in general, the president shall discharge all duties incident to the office of the president and such other duties as may be prescribed by the board. The president shall preside at all meetings of the board. Except in those instances in which the authority to execute is expressly delegated to another officer of agency of the corporation or a different mode of execution is expressly prescribed by the board or these bylaws, the president may execute for the corporation any contracts, deed, mortgages, bonds or other instruments which the board has authorized to be executed by a majority vote at a regular or special meeting of the board.

Section 5. Vice President The vice president shall assist the president in the discharge of his duties and shall perform such other duties as from time to time may be assigned to the vice president by the president or by the board. In the absence of the president or the event of the president’s inability or refusal to act, the vice president shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president.

Section 6. Secretary The secretary shall record the minutes of the meetings of the board; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and be responsible for the corporate records and the seal of the corporation.

Section 7. Treasurer The Treasurer shall be the principal accounting and financial officer of the corporation and shall be responsible for the maintenance of adequate books of account for the corporation and (b) be responsible for all funds and securities of the corporation and for the receipt and disbursement thereof; and (c) perform all the duties incident of the office of treasurer and such other duties as from time to time may be assigned by the board. If required by the board, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board shall determine.

Section 8. Other Officers The board may also designate such other officers as may be deemed necessary and desirable, who shall have such powers and duties as may from time to time be delegated to them by the board.

ARTICLE VII - COMMITTEES

Section 1. Standing Committees There shall be four standing committees, each of which shall be chaired by a member of the board. The standing committees shall be the Hospitality Committee, the Membership Committee, the Tournament Committee and the Public Relations Committee. The board shall determine the duties and authority for each committee to act on behalf of the corporation. Committee membership shall include such other members of the corporation as is determined necessary and convenient by the committee chairman and the board.

Section 2. Other Committees Other committees may be created by the board as may from time to time be necessary. Each such committee shall have such powers as are determined by the board.

ARTICLE VIII - NOMINATIONS

Section 1. Appointment of Nominating Committee At least 60 days prior to the meeting of the membership at which time the board and officers are to be elected, the President shall appoint a Nominating Committee. This committee shall number not less than five members, two of whom shall be members of the board. The other members of the committee shall be members of the corporation.

Section 2. Duties and procedures It shall be the duty of the Nominating Committee to make and present to the meeting of the members nominations for the office of president, vice president, secretary and treasurer, other members of the board, and for any other positions requested by the board as hereinafter provided. The committee shall meet and select by majority vote one candidate, willing to serve, for each office to be filled. The committee shall file its report of the slate to the President and Secretary, who shall cause the slate to be posted at the playing site at least 14 days prior to the membership meeting.

Section 3. Nomination by Petition Nominations may also be made by the petition of at least 10 members and filed with the secretary at least five days prior to the membership meeting. The secretary shall announce any such nominations to all members at the membership meeting.

ARTICLE IX - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts The board may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board. In the absence of such determination by the board; such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or vice president of the corporation.

Section 3. Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board may select.

Section 4. Gifts The board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the purposes or for any special purpose of the corporation.

Section 5. Limitation on power to contract Notwithstanding any of the other provisions of these bylaws, neither the board nor any of its officers may contract to purchase real estate or execute a note or mortgage for that purpose without having received the approval of 60% of the members of the corporation eligible to vote, said approval having been presented to the membership at a regular or special meeting called for such purpose.

ARTICLE X - BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board and committees having any of the authority of the board. All books and records of the corporation may be inspected by any directors or his agent or attorney for any purpose at any reasonable time.

ARTICLE XI -FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the board.

ARTICLE XII - DUES

Section 1. Annual Dues The board may determined from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members.

Section 2. Payment of Dues Dues shall be payable in advance on the first day of the month in which such member was elected to membership and on the first day of that month in each year thereafter.

Section 3. Default and termination of membership When any member shall be in default in the payment of dues for a period of two months from the beginning of the period for which such dues became payable, their membership may thereupon be terminated by the board in the manner provided in Article IV of these bylaws.

ARTICLE XIII - WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the General Not for Profit Corporation Act of Illinois or under the provisions of the article s of incorporation or of the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV - AMENDMENTS The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the members of the corporation. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given.

ARTICLE XV - DISSOLUTION In the event of the dissolution of the corporation, any remaining funds shall be distributed to a charitable organization with goals and purposes similar to that of the corporation.


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