THE BYLAWS

THE LOUISVILLE BRIDGE

ASSOCIATION

(LBA)

UNIT 117

November 2003

ARTICLE I

MEMBERSHIP

Section A. Any person of good moral character, and residing within the territorial boundaries of Unit 117, may apply for membership in The Louisville Bridge Association (hereafter LBA).

Section B. By applying for membership, the applicant agrees to comply fully with the Bylaws of The American Contract Bridge League (hereafter ACBL) and with the Bylaws and the Articles of Incorporation of the LBA.

Section C. Membership in the ACBL shall carry with it membership in the LBA.

Section D. A member remains in good standing unless:

1) He or she has failed to pay his/her dues for the current year within six (6) months following the expiration date of the LBA's preceding fiscal year, or

2) He or she has failed to pay his/her dues within thirty (30) days following notice by certified or registered mail sent at least thirty (30) days after the expiration of the LBA’s fiscal year, or

3) He or she has been disciplined under Article IV, Section I (6) of these Bylaws.

Section E. A member who is not in good standing may reapply to the Board of Directors for reinstatement and such request shall be considered by the Board at their next regular meeting.

Section F. A person must be a member of the LBA in good standing thirty (30) days prior to the Annual Meeting before he or she is qualified to vote in the LBA annual election.

ARTICLE II

DUES

Section A. Annual dues shall be determined by the ACBL, payable according to their ruling.

Section B. The Board of Directors shall have no power to levy any special assessment.

Section C. Any person elected to membership shall pay dues for the entire year without abatement.

ARTICLE III

MEMBERSHIP MEETINGS

Section A. The Annual Meeting of the members shall be held each year between November 1 and December 31. The date is to be selected at the discretion of the Board of Directors.

Section B. The Board of Directors shall fix the time and place of the Annual Meeting and shall give notice by mail or electronic mail of such meeting, to each member at his or her last recorded address, at least ten (10) days prior to the last meeting.

Section C. Special meetings of the members may be called at any time by the Board of Directors or by the President upon ten (10) days written notice by mail or electronic mail to all members at their last recorded address. The notice of any special meeting shall contain agenda of the matters to be taken up at such meeting, and no business shall be transacted except as specifically set for in the agenda.

Section D. A quorum for the transaction of business at any annual or special meeting shall consist of fifty (50) members.

ARTICLE IV

OFFICERS & BOARD OF DIRECTORS

Section A. Board of Directors:

1) The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Historian, and ten (10) members of the Association at Large, eight (8) selected from Greater Louisville and two (2) from the State at Large. Each officer and director shall be elected by the membership for term of two (2) years, the term to begin January 1. No President or Vice President may succeed themselves, either by election or appointment, for a period of two (2) years. However, President and Vice President may serve in another capacity for two (2) years, providing that does not exceed six (6) consecutive years. The Secretary, Treasurer and Historian may succeed themselves, but the tenure of office shall not exceed four (4) years. Directors may succeed themselves, but the tenure of office shall not exceed four (4) years. However, Directors may serve in another capacity for two (2) years, providing that does not exceed six (6) consecutive years. The outgoing President shall serve as an ex officio member of the Board for the next two (2) years.

For purposes of the preceding paragraph, if an Officer or Director is first elected to the Board of Directors in a year in which Officers are not elected, his/her maximum period of consecutive service shall be seven (7) rather than six (6) years. Any person appointed as an Officer or Director pursuant to Article IV, Section F shall not be treated as having begun a period of consecutive service until the next election of Directors, if appointed as a Director; or election of Officers, if appointed as an Officer, following such appointment.

2) No member shall be eligible for nomination to the office of President or Vice President who has not served previously on the Board of Directors for two (2) years.

3) Any member of the Board of Directors missing more than two (2) regular Board Meetings during his or her term of office, without good cause, may be asked to send in his or her resignation as a Board Member to the Board of Directors. The office of any Officer or Director shall be filled according to Article IV, Section F.

4) Two (2) members of the same family, who are defined as husband-wife, parent-child, siblings, or any two (2) members of the same household, shall not serve on the Board of Directors at the same time.

Section B. At each election sufficient Officers and Directors shall be elected to so constitute the Board.

Section C. The President, subject to confirmation by the Board, shall appoint a Chairman for the Player & Director Conduct and Ethics Committee, a Chairman for the Committee on Bylaws, a Chairman of the Long-Range Planning Committee, a Parliamentarian, an Editor for the Kibitzer, and a Legal Counselor. These Appointments do not have the right to vote at the Board Meetings unless they are also elected Members of the Board of Directors.

Section D. Nominations: The President, with general consent of the Board of Directors, at least sixty (60) days prior to the Annual Meeting, shall select a Nominating Committee, consisting of a Chairman and four (4) additional members. The Chairman shall be selected from the Board of Directors and at least two members shall be selected from the Members at Large. If the Board of Directors does not give general consent, a ballot vote by the Directors is in order. The Nominating Committee shall prepare a slate, submitting at least two candidates for each Officer and Director, having secured the consent of the nominee to serve if elected.

Section E. Elections:

1) Every member in good standing shall be entitled to one (1) vote for each Director and one (1) vote for each Officer to be elected.

2) A ballot with the names of the persons nominated shall be sent with the notice of the Annual Meeting to all members in good standing at least ten (10) days prior to the Meeting. The ballots shall also contain a "write in" space for each officer and Director to be elected.

3) In order to cast a valid ballot, membership dues must have been paid for the new fiscal or calendar year.

4) Ballots may be mailed to the Secretary prior to the Annual Meeting or may be cast in person prior to the Meeting. All ballots must be received prior to the meeting enclosed in a sealed inner envelope bearing no identification mark. The outside envelope must have the name and address of the sender.

5) Four (4) tellers shall be appointed by the President and notified of such appointment at least ten (10) days prior to the Annual Meeting.

6) If the voting for any Officer, Director from the State at large outside Jefferson County or Director from Greater Louisville in fourth and fifth positions should result in a tie vote, the incumbent President's vote will break the tie. The incumbent President's vote will not be counted unless the vote is necessary to break a tie.

Section F. If the office of any Director or Directors, officer or officers, becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a quorum of the remaining Board Members shall choose a successor, or successors, who shall hold office for the unexpired term(s) for which such vacancy occurred or until the next election of Directors.

Section G. Meetings: The Board of Directors shall hold a minimum of four (4) meetings a year, the first of which shall be after the Annual Meeting for the purpose of transacting 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. Board members shall be notified not less than five (5) days prior to the date of the proposed meeting.

Section H. Quorum: A quorum of the Board of Directors for the transaction of business shall consist of not less than seven (7) members of the Board of Directors.

Section I. Duties: In addition to the duties granted by other provisions of these Bylaws and the Laws of the State of Kentucky, the Board of Directors shall have the following duties:

1) Except as otherwise provided, to hold, administer, and maintain all of the property of the Association. To acquire and dispose of all the real property of the LBA with ratification of two-thirds vote of the membership.

2) To appropriate the funds of the LBA for the purpose set forth in the Articles of Incorporation.

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

4) To audit all receipts and disbursements of the LBA.

5) To conduct, manage, supervise and control all the business of the LBA included in but not limited to, the conduct of tournaments, the selection of all dates and locations for holding tournaments, and the making of all contracts therewith.

6) A unanimous vote of the Board of Directors shall be required for expulsion of a member and a vote of at least 75% of the Board shall be required for suspension or other discipline.

ARTICLE V

UNIT OFFICERS

Section A. Number: The Officers of the LBA shall consist of a President, Vice President, Secretary, Treasurer and Historian.

Section B. Vacancies: Vacancies due to death, resignation or other cause shall be filled by the Board of Directors.

Section C. All officers shall be members of the Board of Directors.

Section D. Duties:

1) President: The President shall preside at all meetings of the LBA and of the Board of Directors. He or she shall have general supervision of the interests of the LBA and shall perform such other duties as are incident to the office. The President shall assign the following tasks to Board Members or to others willing to serve according to their capabilities and desires: Bridge Center Supervisor, Supplies, Maintenance, Education, Special Games, Entertainment & Hospitality, Caddie Supervisor, Charity Game Organizer; Monitor Editor, Duplicate Diary Supervisor, Webmaster, and Public Relations & Member Retention supervisor. The President is empowered to assign any tasks not listed herein that will contribute to the well being of the LBA. At each annual meeting it shall be the duty of the President to give a summary report of the activities of the LBA for the preceding year.

2) Vice President: The Vice President, in the absence or disability of the President, shall perform the duties and exercise the powers of the President and shall perform such duties as the Board of Directors shall prescribe.

3) Secretary: The Secretary shall attend all meetings of the Board of Directors and all meetings of the Membership and record all votes and minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors, or President, under whose supervision he or she shall be. He or she shall keep in a safe custody the seal of the LBA and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his or her signature. The Secretary shall be responsible for maintaining all membership records and for all correspondence for the LBA.

4) Treasurer: The Treasurer shall be bonded by a bonding company selected by the Board of Directors. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the LBA and shall deposit all monies and other valuable effects in the name of and to the credit of the LBA in such depositories as may be designated by the Board of Directors. All purchases and disbursements are to be made by authority of the Treasurer. He or she shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Association. At the Annual Meeting the Treasurer shall give STANDING RULES a full report of the financial condition of the Association, including receipts and disbursements for the year, assets on hand and bank balances. The Treasurer shall prepare a budget for the approval by the Board, and unbudgeted items over $500 will need full board approval. An audit of the books will be conducted at least annually. The auditor may be a member of the LBA who is not currently serving on the board. Any change of investments shall require full Board Approval.

5) Historian: The Historian shall keep all records of LBA sponsored tournaments.

6) Delegates to District 11: The LBA, Unit 117, is entitled to two (2) Delegates, and they shall be the President and the Immediate Past President. The President, subject to approval by the Board, shall appoint two (2) Alternates, one (1) for the President and one (1) for the Immediate Past President. The Delegates shall also be required to make a report at the next regular Board meeting.

7) Executive Advisory Board: The President, subject to approval by the Board if he or she wishes, may select five (5) members who have previously held an executive office to constitute an Executive Advisory Board. They will not have the right to vote at Board Meetings and will advise only upon request.

ARTICLE VI

DISBURSEMENT OF FUNDS

All checks and/or negotiable instruments shall require two signatures. One must be the Treasurer and the other must be the Secretary, the President or the Vice-President. In the event of the Treasurer’s inability to act, the joint signatures of the President and the Secretary or the Vice President shall be required. In the event of the President’s inability to act, the joint signatures of the Vice President and the Secretary shall be required.

ARTICLE VII

TOURNAMENTS

Section A. The LBA shall have complete authority over all tournaments conducted by it, subject to applicable regulations of the ACBL.

Section B. The President, subject to approval by the Board, shall appoint a Chairman for Sectional Tournaments, and a Chairman for State Park Tournaments. The Chairmen shall select their own Vice Chairman for each tournament from the Members at Large.

Section C. All tournaments held within our Unit, but sponsored by the District or by National, shall be handled with the approval of the LBA Board of Directors. For long range planning purposes, once any such tournament is sanctioned, the President, subject to approval by the Board, shall have the authority to appoint the Chairman for Regional and/or National Tournaments. The Chairman shall select the Vice-Chairman or Chairmen, if need dictates. These appointments shall be binding on future Presidents. In the event of the inability of the Chairman to perform, the President, subject to approval by the Board, shall appoint a new Chairman.

ARTICLE VIII

IMPEACHMENTS

Any officer may be removed for cause at any meeting of the Board of Directors provided two-thirds (2/3) 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 or her 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 or her own choosing. The action taken by the Board of Directors shall be conclusive and final.

ARTICLE IX

AMENDMENTS TO THE BYLAWS

Amendments to these Bylaws may be proposed by the Board of Directors or by the Committee on Bylaws. In addition, the Board shall consider changes suggested by other members of the LBA, but shall refer to the Committee on Bylaws only those it approves.

These Bylaws may be amended at any time deemed feasible by the Board of Directors provided that at least ten (10) days notice is given prior to the date the votes on the amendments are to be counted. Copies of the proposed amendments are mailed, either by letter or in The Kibitzer to all members in good standing, with full instructions for voting by the required date included.

Voting shall be by mail or electronic mail if the date when the votes are to be counted does not coincide with an Annual or Special Meeting of the LBA. Otherwise, votes may be cast in person or by mail. A two-thirds (2/3) vote of those voting shall be necessary for adoption.

ARTICLE X

Whenever the context requires, the masculine gender shall be read, or shall include, the feminine and/or neuter; as well, the singular number includes the plural and vice versa.

ARTICLE XI

Robert's Rules of Order Revised for Deliberative Assemblies shall be the parliamentary authority for all matters of procedure not covered specifically by these Bylaws.