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Bylaws of the Columbia Bridge Club, Inc.
Columbia, SC
Article I – Name, Location, and Seal
Section 1: Name
The name of the corporation shall be the Columbia Bridge Club, Inc.
Section 2: Location
The principal office of the corporation shall be located at 77 Brighton Hill Road, Columbia, SC 29223.
Section 3: Seal
The seal of the corporation shall be circular and bear the words “Columbia Bridge Club, Inc, Columbia, South Carolina.”
Article II – Objectives of the Corporation
Section 1: Purpose
The corporation (hereinafter referred to as “the Club”) shall operate as a non-profit bridge club under the sanction of the American Contract Bridge League (hereinafter referred to as “ACBL”).
Section 2: Mission Statement
The Columbia Bridge Club, Incorporated, seeks to promote the game of bridge by providing instruction opportunities for all interested players and by providing a venue for competition for players of all levels.
Section 3: Objectives
The objectives of the Club are
a) To establish programs of instruction for the education of new players and to provide continuing education for the members of the Club and community.
b) To promote and conduct bridge competition and related activities for the Club members, guests, and visitors.
c) To encourage membership in the ACBL and to cooperate with and assist the ACBL in the promotion and operation of bridge tournaments and related activities.
Article III – Fiscal Year
The fiscal year of the Club shall begin on the first day of June and terminate on the last day of May.
Article IV – Membership
Section 1: Eligibility
Any person with an interest in the game of bridge shall be eligible for membership provided that such person agrees to promote the objectives of the Club, accepts the provisions of the Bylaws, and is eligible to be an ACBL member. No person shall be denied membership because of race, color, national or ethnic origin, age, religion, disability, sex, sexual orientation, gender identity and expression, veteran status or any other characteristic protected under applicable federal or state laws.
Section 2: Membership
Members of the Club shall consist of all persons who are members upon the adoption of these Bylaws and all eligible persons who thereafter apply for membership, effective upon payment of the annual membership dues. Membership is subject to the following:
a) Membership privileges are suspended if annual dues are not paid in accordance with regulations established by the Board of Directors.
b) A member whose conduct is determined to be injurious to the character or interests of the Club or who violates the Bylaws or established regulations of the Club, including ethical misconduct in accordance with ACBL regulations, may be expelled or suspended from the Club by action of the Board of Directors.
Section 3: Privileges of Membership
a) Members shall be allowed to participate in certain games designated by the Board of Directors for play without charge. Non-members may also be allowed to participate but may be assessed an entry fee.
b) Members shall be eligible to cast a vote in any business brought before the general membership so long as he or she has participated in a minimum number of Club sponsored games during the preceding 12 months as specified by the Board of Directors.
Section 4: Dues
Annual membership dues shall be in such amounts and payable at such times as determined by the Board of Directors. Members shall not be imposed with a levy or any general assessment or annual charge other than the annual membership dues unless approved by a vote of two-thirds (2/3) of the voting eligible membership.
Article V – Membership Meetings
Section 1: Annual Meeting
There shall be an annual membership meeting (the “Annual Meeting”) which shall be held in conjunction with a regular Club game, but not at the same time as a monthly Club tournament or higher rated event. The Annual Meeting shall be held during the month of May no later than the third full week in the month at such time as specified by the Board of Directors. Notice of the Annual Meeting shall be provided to the general membership.
Section 2: Special Membership Meetings
Special meetings of the membership may be called at any time by the Board of Directors or by petition of one-fifth (1/5) of the voting eligible members. Notice of the time and place of any special meeting shall be provided at least ten days prior to such meeting along with an agenda of the matters to be considered at such meeting. No other business shall be considered at such meetings other than that which is on the agenda. No meeting can be held for revision of the Bylaws unless a 30-day advanced notice has been provided to all members.
Section 3: Quorum
A quorum for the transaction of business at any Annual Meeting or special meeting shall consist of fifteen percent (15%) of the voting eligible members.
Section 4: Absentee Ballot
Voting by absentee ballot shall be in order for the slate of officers and the candidates for Board of Directors at the Annual Meeting. Voting by absentee ballot may be allowed for other special meetings by approval of a majority of the Board of Directors. Absentee ballots may be requested from the Club Secretary or the Secretary’s designee. Absentee ballots must be returned in a sealed envelope with a signature affixed on the outside to the Secretary or the designee prior to the meeting. The absentee ballots shall be opened at the meeting and counted at the same time as the other ballots. Absentee ballots shall not be counted towards the establishment of a quorum for purposes of conducting business.
Article VI – Board of Directors
Section 1: Members of the Board of Directors
The affairs of the Club shall be managed and conducted by a Board of Directors (hereinafter referred to as the Board), which shall consist of the following individuals, each of whom must have been members of the Club for at least 12 months, with the exception of the President and Vice President, each of whom must have been members for at least 36 months, and who are duly elected by the membership at the Annual Meeting. All members of the Board are required to be members of the ACBL.
The Board shall be composed of the following voting members:
1) The President
2) The Vice President
3) The Secretary
4) The Past President
5) Six At-Large Members
Section 2: Terms of Office
a) The President, Vice President, and Secretary shall be elected for a term of two years at the Annual Meeting. No member may be elected for the office of Vice President or President more than once in a six-year period. The Past President shall serve for a term of two years immediately following his or her term as President.
b) Each year two At-Large members of the Board shall be elected for three-year terms at the Annual Meeting.
Section 3: Nomination and Election of Members of the Board of Directors
a) Officers and At-Large members of the Board shall be elected by, and from, the voting eligible members of the Club at the Annual Meeting in May.
b) Each fiscal year, in February, an Election Committee composed of between three and five persons shall be appointed by the President, with the approval of the Board, from among the voting eligible members of the Club. The names of the members of the Election Committee shall be made available to the membership at least 70 days prior to the Annual Meeting. If an Election Committee member ceases to serve on the Committee, then the President shall appoint a replacement.
c) The Election Committee will be responsible for collecting nominations for Officers and At-Large members of the Board from the membership of the Club, compiling a list of nominations and verifying the eligibility of each nominee to serve for the nominated position, and creating and submitting a voting ballot to the Board of Directors for approval.
d) Nominations from the membership of the Club will be accepted for a minimum of 30 days. The voting ballot will be published at least 30 days prior to the Annual Meeting.
e) Voting shall be by secret written ballot which must be received prior to the call to order of the Annual Meeting. Ballots may be mailed, submitted at CBC or emailed to the designated member of the Election Committee and must identify the voter. The ballots shall be counted by the Secretary and at least one other Board member appointed by the President during the Annual Meeting. Those candidates for Board positions receiving the greatest number of votes shall be declared duly elected and shall assume office on the first day of the fiscal year following the election. In the case of a tie, there will be one tie-breaker vote with just the members present at the Annual Meeting. In the case of a second tie, the tie will be broken randomly.
f) Vacancies for At-Large members of the Board or of the office of Secretary shall be temporarily filled by appointment of the President with the approval of the Board. Such temporary appointments will serve until the first day of the next fiscal year.
g) If the office of Past President becomes vacant, then it shall remain vacant. If the office of President becomes vacant, then the Vice President shall assume the office for the remainder of the current term and the office of Vice President shall become vacant. If the office of Vice President becomes vacant, a special election shall be called to fill the office of Vice President.
Section 4: Board Meetings
The Board shall meet at least six times annually with regularly scheduled in person meetings held during every other month beginning with the first month of the fiscal year. Notice of such meetings shall be given at least seven days prior to the meeting. Any Club member may attend a regular Board meeting but shall not participate in the meeting unless with the approval of the President or of the Board. Any Board member (Article 6, Section 1) who misses three consecutive regularly scheduled meetings will be automatically removed from office and their remaining term of office filled as stipulated in Section 3 (f) and (g) above. Special meetings of the Board may be called at any time by the President or at the request of five Board members. In such case, notification of the meeting shall be given to all Board members at least seven days prior to the meeting. At-Large Members of the Board must attend a majority of the Board meetings during the fiscal year.
In the essence of time related issues, meetings of the Board may be called at any time by the President. In such case, notification of the meeting shall be given to all Board members at least five days prior to the meeting.
a) In unusual circumstances, (e.g., a pandemic), the President may request that any meeting be held via video chat or conference call.
b) For Club business that is time-sensitive in the President’s judgment, the President will direct the Secretary to disseminate information pertaining to such vote to every Board member for email discussion, voting, and tallying of the voting results. Such vote shall be recorded in the minutes of the next regularly scheduled Board meeting.
Section 5: Executive Sessions
Executive Sessions of the Board may be called by the President in which case non-Board members may not attend. Any portion of a regularly scheduled or special meeting may be declared to be an Executive Session.
Section 6: Quorum
A quorum of the Board for the transaction of business shall consist of a majority of the Board members.
Section 7: Powers and Duties of the Board
The Board shall control and manage all affairs, property, and financial transactions of the Club. All actions of the Board shall be by majority vote of the Board members present, unless a different voting percentage is specified for a particular action pursuant to these Bylaws.
Subject to the limitation of the laws of the ACBL and of the State of South Carolina, the Board shall have the powers and duties including, but not limited, to the following:
a) The conduct and management of all business of the Club.
b) The conduct of Club sponsored tournaments.
c) The employment and discharge of employees and the supervision of their conduct and services as well as establishing their compensation.
d) The appropriation of funds of the Club for the purposes set forth by these Bylaws for the operation and maintenance of the Club.
e) Annual appropriation (an annual budget shall be created and approved by the Board prior to the beginning of the fiscal year and may be amended by the Board as needed during the year).
f) The expulsion of any Club member for cause in accordance with the procedure as described in Article IX.
g) The impeachment and removal of any member of the Board in accordance with the procedure described in Article IX.
h) The general control of the manner in which the bridge games are conducted subject to the requirements of the ACBL and the laws of the State of South Carolina.
i) The determination of the compensation, if any, for appointments made by the Board.
Article VII – Officers
Section 1: President
The President shall be elected for one two-year term. At the conclusion of his or her term of office, the President shall become Past President and shall continue to serve as a member of the Board. The duties of the President shall include, but not be limited to,
a) Presiding at all meetings of the Board.
b) The appointment of committees, committee chairs, and other individuals as needed to conduct the activities of the Club.
c) The accounting to the general membership of the Club and to the Board of the general management and direction of all activities at the Club. In this capacity he or she shall be the chief executive officer of the club.
d) The signing of such instruments as prescribed by the Board, these Bylaws, or those imposed upon the Club by law, including executing all contracts, agreements, and other legal documents approved.
e) The appointment of a Financial Review Committee to review the financial reports annually.
Section 2: The Vice President
The Vice President shall be elected for one two-year term. The duties of the Vice President shall include, but not be limited to,
a) Acting in the absence of the President.
b) Serving as parliamentarian during Board meetings.
Section 3: The Secretary
The Secretary shall be elected for one two-year term. In cases of absence or disability, the President shall appoint a temporary replacement. The duties of the Secretary shall include, but not be limited to,
a) Attending all Board meetings and recording minutes of the proceedings of such meetings.
b) Submitting minutes of the meeting to all members of the Board for corrections and additions.
c) Publishing minutes or a summary of actions taken at all Board meetings for the general membership within 15 days of any meeting.
Article VIII – Appointments
The following positions will be appointed by the President, with Board approval, at the first Board meeting of the fiscal year. Each appointment will have a one-year term, concluding at the first Board meeting of the next fiscal year. In the case of disability, absence, or resignation, the President shall make a temporary replacement. In the case of a vacancy, such replacement shall be approved by the Board and shall serve for the remaining term.
1) Club Manager
2) The Head Director
3) The Treasurer
4) Education Coordinator
5) Sectional Coordinator
Each appointee will be furnished with a Board-approved job description which clearly delineates the duties and responsibilities of the position. Such job description will be posted in the club and/or on the website.
Article IX – Disciplinary Actions and Procedures
Section 1: Conduct and Ethics Committee
a) The Conduct and Ethics Committee shall be composed of either three or five Club members appointed by the President with Board approval. Appointments shall be made at the first Board meeting of the fiscal year for terms of one year, concluding at the first Board meeting of the next fiscal year. Vacancies occurring during the year, whether from resignation or members recusing themselves, shall be filled by appointment of the President, with Board approval. One member of the committee shall act as Chair of the Committee.
b) The purpose of the Conduct and Ethics Committee is to investigate and provide a fair hearing for all charges or complaints of misconduct or ethics violations. The ACBL Code of Disciplinary Regulations (CDR) shall be used as a guideline for the hearing of such charges or complaints and for recommended sanctions to be imposed.
c) Any member found by the Conduct and Ethics Committee to be responsible of a conduct or ethics violation will be subject to a reprimand, probation, and/or suspension as determined by the Conduct and Ethics Committee. Additionally, the Conduct and Ethics Committee will report the complaint and its findings to the appropriate ACBL body.
Section 2: Expulsion of Club Members
Should the Conduct and Ethics Committee determine that a member is responsible of a violation serious enough to warrant expulsion from the Club, the Conduct and Ethics Committee will present this to the Board during an Executive Session at the next Board meeting. The Board may then choose to expel the member from the Club with the concurrence of a two-thirds (2/3) majority vote of Board members present.
Section 3: Impeachment and Removal of Club Officers and Board Members
Impeachment or removal procedures may be brought against any Officer or member of the Board for cause at any meeting of the Board provided two-thirds (2/3) of those present constituting a quorum shall so vote. Any Officer or member of the Board against whom impeachment procedures are initiated shall be notified of the charges against him or her at least ten days prior to the meeting and shall be given an opportunity to be heard before the Board. An affirmative vote of three-fourths (3/4) of the remaining Board of Directors shall be required for the removal of an Officer or Board member. The action taken by the Board shall be final.
Article X – Bylaws
Section 1: Amendments
A request to amend or revise these Bylaws may be made by the members of the Club upon petition signed by at least one-fifth (1/5) of the members and submitted to the Secretary; or upon petition signed by at least two-thirds (2/3) of the members of the Board of Directors. Notice will be given to the general membership at least 30 days in advance of the meeting to vote on the Bylaws revision and/or amendment. A majority of two-third (2/3) of the voting eligible members present shall be required to revise and/or amend these Bylaws.
Section 2: Interpretation
The Board of Directors, by majority vote, shall decide all questions of interpretation of the Bylaws.
NOTES OF POLICY
Board Policy Updates to the Bylaws of the Columbia Bridge Club, Inc., Columbia, SC
Note 1: On May 9, 2016, the members in attendance at the annual membership meeting (called in accordance with Bylaw requirements) approved an update and general revision of the Bylaws as herein documented.
Note 2: On June 6, 2016, the Board of Directors adopted the policy that, to be Voting Eligible, members must have participated in at least ten Club sponsored games as either a player or director during the preceding 12 months.
Note 3: It was moved by Scott Dunn and seconded by Lewis Cromer that the recording of all Board policies should be added as notes to the actual Bylaws. Motion passed unanimously. June 2016
Note 4: Scott Dunn moved, and Mary Townhill seconded a motion that scores should be checked the day of the game and any changes needing to be made be presented to the Director prior to leaving the Club. Motion passed unanimously. This policy will begin on January 1, 2017, to give the membership time to establish the habit of validating scores prior to departure from the Club.
Note 5: There was discussion of creating a $3,000 line item in the budget for sectional tournaments. A motion was made by Sue Hopke and seconded by Carolyn Cromer to create a line item for this in the budget. The motion passed unanimously. April 2017
Note 6. The question of money allotted for Club parties was asked. The only parties supported by the Club financially are the summer and winter ones. Any other parties depend upon donations by those attending. April 2017
Note 7. Shelby King made the motion and Kathy Belknap seconded. It passed on April 13, 2021.
“Scheduled games will begin on time.
In order for game to begin on time, players should be seated, with entries, ten minutes prior to start time.
During the ten-minute pre-game period, members can make any necessary announcements.
Directors will focus on set-up, thereby reducing chaos and changes at game time.
Directors will make their game movement and other pertinent announcements prior to the start of the game.”
Note 8: Lee Webb motioned to allow the President to call a meeting by Zoom with a seven-day notice. Jack Self seconded this motion. It was passed unanimously. July/2021
Note 9: Judy Rockwell moved that we establish the CBC as a ZERO TOLERANCE CLUB in accordance with the ACBL policy. Lee Webb seconded the motion and it passed unanimously. July/2021
These were noted in our recent minutes.
Note 10: Jack Self made a motion to enable the President of the CBC to appoint an Assistant Treasurer with approval of the Board of Directors. Bernetha Henry seconded the motion. The motion was approved with 7 YES and 1 NO and 1 ABSTAINING. August/2021
Note 11: Lee Webb then made a motion that the Club Manager, in consultation with the Director of the particular game, makes the decision whether to call off the game. Maryann Cross seconded the motion, and it was passed unanimously. August/2021
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