BYLAWS OF
AMERICAN CONTRACT BRIDGE LEAGUE
OF GREATER ST. LOUIS, INC.

ARTICLE I: NAME

The name of this organization shall be the AMERICAN CONTRACT BRIDGE LEAGUE OF GREATER ST. LOUIS, INC.

ARTICLE II: AFFILIATION

The American Contract Bridge League of Greater St. Louis, Inc. Unit 143 (hereinafter referred to as UNIT) of the American Contract Bridge League (hereinafter referred to as ACBL) exists under a charter granted by the ACBL Board of Directors and functions within the Bylaws and Regulations of the ACBL and District 8 of the ACBL. The geographical area over which the UNIT has jurisdiction shall be such area as is presently or may in the future be assigned to it by the Board of Directors of the ACBL.

ARTICLE III: OBJECTIVES

The objectives of the organization are:

A. To preserve and promote the best interests of and to stimulate the interest of both members and non-members of the organization in the art of playing duplicate bridge and any modification thereof;

B. To cooperate with and assist the ACBL in the promotion and conduct of contract bridge tournaments;

C. To encourage the highest standards of conduct and ethics by its members and to enforce such standards;

D. To promote the development and organization of affiliated clubs within the UNIT;

E. To cooperate in the ACBL's charity program and to sponsor and conduct charity events with the object of realizing funds to be devoted to worthy humanitarian causes;

F. To conduct such other activities as may be in keeping with its principal objectives.

ARTICLE IV: MEMBERSHIP

Any person residing within the jurisdiction of the UNIT, subject to District regulations, is eligible for membership. No person shall be denied membership because of race, creed or color.

A. Such person, upon favorable action, shall become and remain a member unless:

(1) He changes his residence to a place outside the jurisdiction of the UNIT and becomes a member of another UNIT; or

(2) He has failed to pay his dues in accordance with regulations of the ACBL; or

(3) He has been suspended or expelled from membership in accordance with the ACBL Code of Disciplinary Regulations or other regulations established by the ACBL.

B. Membership in the ACBL carries with it membership in the UNIT, subject to the conditions outlined in Section A of this Article.

ARTICLE V: DUES

Annual dues shall be in the amount fixed by the ACBL. The UNIT shall have no power to levy any assessments.

ARTICLE VI: MEMBERSHIP MEETINGS

The UNIT shall hold an Annual Meeting of the members each year during the fall Sectional Tournament, except that when in the opinion of the Board of Directors of the UNIT (hereinafter referred to as the BOARD) such time is not feasible, the BOARD shall have the power to designate a subsequent time.

A. Appropriate notice of the Annual Meeting shall be mailed at least thirty (30) days before the date of the meeting. The Secretary shall obtain from the ACBL the most recent membership list. Such notice shall be sent to all members on such list at the addresses shown and to all new members who have joined since the date of the list.

B. Special Meetings of the members to consider specific matters may be called at any time by the President. The Secretary shall also call such Special Meetings upon receipt of a petition signed by at least 50% of presently serving members of the BOARD or upon receipt of a petition signed by at least 150 members of the UNIT. Such Special Meeting shall be held at the next Sectional or Regional Tournament within the St. Louis Metropolitan Area that is scheduled at least thirty (30) days after receipt of the petition. Every page of such petition(s) must clearly state the specific matter(s) to be considered. Appropriate notice of a Special Meeting shall be mailed at least fourteen (14) days before the date of the meeting.

(1) Such notice shall contain:

(a) The place of the meeting;
(b) The date and time of the meeting;
(c) The agenda of matters to be considered at the meeting.

(2) No other business shall be acted upon at such Special Meeting.

(3) Notice of such meetings shall be sent to all members as described in Section A of this ARTICLE.

C. A quorum for the transaction of business at any Annual or Special Meeting of the UNIT shall consist of at least fifty (50) members.

D. Every member in good standing, in accordance with ARTICLE IV, is entitled to vote upon all matters that come before such meetings.

E. Voting by proxy will not be permitted.

ARTICLE VII: BOARD OF DIRECTORS

The Board of Directors shall be the governing body of the UNIT, shall have ultimate fiduciary responsibility for all assets of the UNIT, and shall have all powers necessary to manage and conduct the affairs of the UNIT.

A. The BOARD shall consist of fourteen (14) persons, all of whom must be members of the UNIT. In addition to meeting the requirements of ARTICLE IV, BOARD members who are Life Masters must have their Life Master service fees paid up.

(1) Twelve (12) of the Directors shall be elected at large from the Metropolitan St. Louis Area defined as the City of St. Louis, Jefferson County, St. Charles County and St. Louis County. Four shall be elected each year for three-year terms as outlined in paragraphs B and C of this ARTICLE. No Metropolitan St. Louis director shall serve more than three (3) consecutive terms, full or partial, not to exceed nine (9) consecutive years total.

(2) Two directors shall be elected by members residing outside the Metropolitan St. Louis Area. This area includes the Missouri counties of Bollinger, Butler, Camden, Cape Girardeau, Carter, Lincoln, Madison, Maries, Marion, Miller, Mississippi, Monroe, Montgomery, Morgan, New Madrid, Oregon, Osage, Pemiscot, Perry, Pike, Rails, Randolph, Reynolds, Ripley, St. Francois, Ste. Genevieve, Scott, Shannon, Shelby, Stoddard, Warren, Washington, and Wayne. One director shall be elected every third year beginning with 1995, and the other director shall be elected every third year beginning in 1996.

(3) The director and alternate directors to the ACBL Board of Directors who are members of the UNIT shall be ex-officio members of the BOARD during their respective terms of office. Ex-officio members of the BOARD shall be considered as active members of the BOARD, and they shall be accorded all of its privileges except that they shall not vote on any matters before the BOARD.

(4) The BOARD may appoint additional honorary members to the BOARD, as it deems advisable. Such honorary members shall be appointed only by unanimous vote of the present and voting members of the BOARD, and such honorary members' terms shall be for life. Honorary members of the BOARD shall be accorded all its privileges except that they will not vote on any matters before the BOARD.

B. Nominations

(1) Every year, at least one hundred twenty (120) days prior to the date of the Annual Meeting, the President shall appoint a nominating committee consisting of at least three members of the UNIT, a majority of whom shall not presently be members of the BOARD.

(a) At least seventy-five (75) days prior to the date of the annual Meeting, the nominating committee shall submit to the BOARD a list of nominees for the UNIT Board of Directors. The number of nominees shall equal the number of UNIT directors to be elected at the next election. The nominating committee shall certify that every nominee has agreed to run and is willing to accept the responsibility of the office, if elected.

(b) In the absence of objections by a majority of the BOARD to one or more of the nominees so submitted, the BOARD shall approve the list of nominees. If a majority of the BOARD raises objections to one or more of the nominees so submitted, the slate shall be completed by majority vote of the BOARD.

(2) Additional nominations may be made by petition, signed by the nominee and (a) by at least twenty-five (25) UNIT members in good standing for the St. Louis Metropolitan Directors or (b) by at least ten (10) UNIT members in good standing for the Out-State Directors. Such petitions shall be submitted to the UNIT secretary at least sixty (60) days prior to the Annual Meeting. Only those candidates who have been selected by the Nominations Committee or who have submitted a petition as described above will be considered eligible for election to the BOARD and included on the election ballot. Votes for candidates other than those described above will not be considered valid.

(3) The names of all nominees shall be made known to the members in the notice of the Annual Meeting.

C. Elections

(1) Elections shall be held during the fall Sectional Tournament, generally held in October of every year, except that when in the opinion of the BOARD such date is not feasible, the BOARD shall have the power to designate another date sometime after the Annual Meeting and before January 31 of the following year. In the event that there are only as many candidates as vacancies on the BOARD, the BOARD will not conduct an election and will, instead, announce the names of the new BOARD members at the Annual Meeting.

(2) Separate ballots shall be prepared, one for the election of Metropolitan St. Louis Directors as provided in Subsection A(1) of this ARTICLE, and one for the election of one or more Directors from the areas outside the Metropolitan St. Louis Area as provided in Subsection A(2) of this ARTICLE.

(a) The ballots shall be printed.
(b) The number of UNIT Directors to be elected shall be clearly noted.
(c) The names of the candidates shall be listed alphabetically.
(d) There shall be a voting "box" beside each name.

(3) Every member in good standing shall be allowed to vote one ballot. Members residing in an area outside Metropolitan St. Louis whose directorships are up for election shall have the option to vote either for the Metropolitan St. Louis Directors or for the Director(s) representing the area in which such members reside, but not both. A person preparing to vote will be required to show identification if not personally known to at least one of the election officials.

(4) All balloting shall be secret.

(5) There shall be no voting by proxy.

(6) A maximum of one vote may be voted for a candidate. If more than one vote is marked for a candidate, it will be declared that the candidate receives one vote only.

(7) The maximum number of votes on any ballot shall be equal to the number of UNIT Directors to be elected. If more than this number is marked on any ballot, the ballot shall be declared void.

(8) The ballot box shall remain open for two and a half hours in advance of the starting time on Friday and Saturday and for one hour in advance of the starting time on Sunday. In the event that it becomes necessary to hold the annual election at a time other than in conjunction with such tournament, the BOARD shall have the power to designate the period of time the ballot box shall be open, but in no event shall the time period be less than six (6) hours.

(9) Absentee ballots shall be permitted and shall be made available to all members who request them and who qualify under paragraph (3) of this Section C. The Secretary or other person designated under this subparagraph shall provide with the absentee ballot both a return addressed envelope and another envelope marked only as follows: "ballot -- place your absentee ballot in this envelope, then seal this envelope and place it in the return addressed envelope which can then be mailed." The member who desires an absentee ballot must personally make the request either verbally or in writing to the UNIT Secretary or other person designated by the BOARD for this purpose after the notice of the Annual Meeting as specified in ARTICLE VI and not less than one week before the first session of the fall Sectional Tournament or other date designated by the Board for such election as set forth in paragraph (1) of this Section C. Such person shall keep a record of date and form of all such requests on the Membership Roster used for controlling ballots. All voted absentee ballots must be in the hands of the UNIT Secretary or other person designated by the BOARD for this purpose, or deposited in the ballot box, no later than the closing of the ballot box as set forth in paragraph (8) of this Section C. All ballots received thereafter shall not be counted. All absentee ballots shall be counted only at the time that all other ballots are counted and shall be kept unopened in the envelope marked "ballot" until that time.

(10) With respect to the election of the Metropolitan St. Louis Area Directors, the four persons receiving the highest number of votes shall be declared elected to three-year terms on the BOARD. With respect to the election of Directors outside the Metropolitan St. Louis Area, that number of candidates, corresponding to the number of such UNIT Directors to be elected, who receive the highest number of votes shall be declared to be elected to three-year terms on the BOARD. All Directors so elected shall take office immediately.

(11) If there exists a tie number of votes between two or more persons, all of whom cannot be elected because other persons have more votes, the tie shall be broken by the BOARD at the next meeting of the BOARD.

D. If any voting directorship on the BOARD becomes vacant by reason of death, resignation, or removal for cause, the BOARD shall elect a member to fill the vacancy for the unexpired term within ninety (90) days of the occurrence of the vacancy.

E. BOARD meetings may be called by the President or any five (5) members of the BOARD. The Secretary shall notify each Director at least two (2) days prior to the date of the meeting of the time and place of the proposed meeting.

F. A quorum of the BOARD for the transaction of business shall consist of not less than 50% of the presently sitting members of the BOARD. There shall be no voting by proxy.

G. In addition to the powers and duties granted by other provisions of the Bylaws and by the laws of the State of Missouri, the BOARD shall have the following powers and duties:

(1) To acquire, hold, administer, maintain and dispose of all properties of the UNIT;

(2) To appropriate funds of the UNIT for the purposes set forth in these Bylaws;

(3) To hire and discharge employees, if any, to supervise their conduct, and to fix their compensation;

(4) To account for all receipts and disbursements of the UNIT and publish and distribute to the UNIT Membership an annual statement of assets and profit and loss for the preceding year;

(5) To conduct, manage, supervise and control all of the business of the UNIT, including 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;

(6) To take disciplinary action against any member in accordance with the ACBL Code of Disciplinary Regulations or such other disciplinary regulations as may be issued by the ACBL.

H. Any officer or Director may be removed from office for cause.

(1) Absence from three (3) consecutive meetings, unexcused by the President, shall be cause for removal of a Director without the formality of impeachment.

(2) Other cause for removal may be, but is not necessarily limited to, misfeasance or malfeasance, gross misconduct, or failure to account adequately for UNIT funds entrusted to that officer or Director. At any meeting of the BOARD, a finding of probable cause by three-fourths (3/4) of the members present, constituting a quorum, shall initiate impeachment proceedings. Any officer or Director against whom impeachment proceedings shall be brought shall be given the opportunity to be heard before the BOARD; shall be notified in writing by registered mail of the charges against him, and the time and place of the hearing; and shall be given the opportunity to be represented by counsel of his own choosing. A vote to remove by three-fourths (3/4) of the members present and constituting a quorum at the hearing shall effect removal.

(3) The actions of the BOARD shall be conclusive and final.

I. All meetings of the BOARD, except during times that issues of conduct and ethics of particular players are discussed, shall be open to any member of the UNIT, subject only to availability of space.

J. The BOARD shall have the power to authorize all expenditures and empower persons to make expenditures for specific purposes within specified limits.

ARTICLE VIII: OFFICERS

The officers of the UNIT shall be a President, a Vice-President and a Treasurer who shall be members of the BOARD, and a Secretary who may be but is not required to be a member of the BOARD, but must be a member of the UNIT. The election of officers shall be held at the conclusion of the first meeting of the BOARD after the annual election of Directors but in no case more than four weeks after such annual election. The officers shall hold office for one year or until their successors are duly elected. A President may not serve more than two consecutive one-year terms. A BOARD member shall not be eligible for election to the office of President or Vice-President unless they have been elected to the BOARD by the UNIT membership for the current term.

ARTICLE IX: DUTIES OF OFFICERS

Duties of the officers of the UNIT shall be as follows:

A. The President shall preside at all meetings of the BOARD and all meetings of the UNIT. He shall supervise the management of the affairs of the UNIT, prepare and present a written agenda for all meetings of the BOARD and UNIT, exercise any powers given to him under these bylaws, and perform all other duties incidental to his office. He shall be a member, ex-officio, of all committees except the nominating committee. He will represent the UNIT at all meetings of the ACBL District 8.

B. The Vice-President shall assume all duties of the President in the absence of the
President or the inability of the President to act and shall perform such other duties as the President or the BOARD may direct.

C. The Treasurer shall have care and custody of the funds and securities of the UNIT, shall maintain a complete list thereof, and shall maintain all UNIT financial records for the preceding seven (7) fiscal years. He shall keep an accurate account of all receipts and disbursements, shall submit a financial report at each meeting of the BOARD, shall file necessary UNIT tax returns on a timely basis, and shall be responsible for publishing the annual statement of assets and profit and loss as provided in ARTICLE VII G(4) of these Bylaws. He shall deposit all funds of the UNIT in a bank approved by the BOARD. All checks in excess of three hundred dollars ($300) must be countersigned by the President, the Vice-President or any other BOARD member designated by the President and approved by a majority of the BOARD to act in such capacity for a specifically defined period of time.

D. The Secretary shall maintain a roster of UNIT members, send notification of meetings to members and Directors, attend and keep minutes of all meetings of members and Directors, keep records of all tournaments and other activities of the UNIT, complete and file all UNIT reports required by the ACBL including UNIT sanction requests and reports at the end of each sanctioned activity, maintain membership renewal records and undertake such additional duties as may be assigned by the BOARD.

ARTICLE X: COMMITTEES

Committees to carry out the powers and duties of the BOARD set forth in ARTICLE VII G of these Bylaws shall be established as follows:

A. Standing Committees

(1) The BOARD shall be empowered to establish and dismiss standing committees, including but not limited to Tournament; and Conduct and Ethics Committees.

(2) The President shall appoint a committee chairperson for every standing committee, subject to BOARD approval.

(3) The committee chairpersons are empowered to appoint the other members of their committee as necessary.

(4) The committee chairpersons are responsible for reporting to the President and the BOARD.

(5) The BOARD shall be responsible for defining the authority, duties and responsibilities of every standing committee.

B. Ad hoc committees to carry on activities of the UNIT may be established by the President, as the President finds necessary, subject to approval by the BOARD at its next regular meeting.

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ARTICLE XI: AMENDMENT & REVISION

These bylaws may be amended or revised as follows:

A. Requests for amendments or revision

(1) Amendments to or revision of the Bylaws may be requested by any member of the UNIT upon petition, containing the proposed draft amendment(s) or revision, signed by at least fifty (50) members in good standing and submitted to the Secretary at least forty-five (45) days in advance of the Annual Meeting. The proposed amendment(s) or revision shall then be submitted for vote to the membership at the Annual Meeting.

(2) Amendments to or revision of the Bylaws may be requested by any member of the UNIT upon petition, containing the intent of the requested amendment, signed by at least fifty (50) members in good standing and submitted to the BOARD for action at any BOARD meeting. The requested amendment(s) or revision shall then be drafted and submitted for vote to the membership at the Annual Meeting or at any Special Meeting called by the BOARD for that purpose.

(3) Amendments to or revision of the Bylaws may be requested by a majority of the BOARD at any meeting. The President, with the approval of the BOARD, shall then appoint a committee to draft such amendments or revision. When approved by a majority of the BOARD constituting a quorum at any subsequent BOARD meeting, such amendments or revision shall then be submitted for vote to the membership at the Annual Meeting or any Special Meeting called by the BOARD for that purpose.

B. It shall be the duty of the Secretary to incorporate the text of the proposed amendment or revision in the notice of the meeting at which the vote by the membership shall take place.

C. An amendment or revision shall be considered as having been adopted provided that at least two-thirds (2/3) of the votes cast are in the affirmative.

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