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♣ ♦ Constitution ♥   ♠
BRIDGE CENTER OF BUFFALO, INC.
The name of this organization shall be Bridge Center of Buffalo, Inc.
The membership shall consist of individuals duly elected as provided in the by-laws of this organization.
Any person of good moral character is eligible for membership, and no person shall be denied because of race, creed, color, religion or country of origin.
GOVERNORS AND OFFICERS
A.� The governing body of this organization shall be a Board of Directors which will consist of seven (7) members elected by the membership, in compliance with the by-laws of the organization.
B.� The Board of Directors shall at its first meeting elect the officers of this organization, which shall consist of a President, a Vice President, a Secretary, and a Treasurer. Each director and/or officer shall hold office for a period of two (2) years, and shall continue to hold office until his or her successor has been duly elected. No director shall be elected for more than two (2) consecutive terms. The Board of Directors shall determine the commencement of terms of office.
C.� The Board of Directors shall have the powers and duties involving, but not limited, to the following: �
1. To conduct, manage, supervise and control all of the business of the organization.
2. To acquire, maintain and dispose of all property of the organization.
3. To hire and discharge employees, supervise their conduct, and fix their compensation.
4. To audit all receipts and disbursements of the organization.
5. To suspend, expel or discipline any member. No such action shall be taken until the member has been furnished with written charges, to which he or she has had time to reply, or until a hearing has been held.
A.� The annual membership meeting shall be held during the month of November, after appropriate notification of all members in good standing.
B.� A special membership meeting may be called at any time by the President or upon petition by ten percent (10%) of all members in good standing.
This Constitution may be amended by at least two-thirds vote of the members during any regular or special meeting, after at least one week's notice in writing of the proposed amendment.
BRIDGE CENTER OF BUFFALO, INC.
A corporation governed by the
Not-for-Profit Corporation Law of New York State
Section 1. Eligibility.� General Members shall be those persons, by reason of their interest in the goals of the corporation or their desire to join in its activities, shall be granted membership pursuant to authorization by the Board of Directors.� The Board of Directors may provide for different categories of General Members, such as Founding members, honorary members, seasonal members, or junior members.
Section 2.Membership Dues.� Members shall pay annual dues as established by the Board of Directors.� The membership year shall be from September 1 to August 31.� Any member may withdraw from membership at any time, but withdrawal shall not entitle the member to a refund of any paid membership fee.
Section 3.� Membership Game Fee.� Members shall pay a fee established by the Board of Directors for all games.
Section 4.� Guest Game Fee.� Anyone who is not a member wishing to participate in any games at the Center, is considered a guest and shall be assessed a surcharge to the membership game fee as established by the Board of Directors.
MEETINGS OF THE MEMBERS
Section 1. Annual Meeting. The annual meeting of the Members of the corporation shall be held each year during the month of November, at such time and at such place as the President shall determine.
Section 2. Special Meetings. Special Meetings of the Charter Members may be called by the President at the request in writing of three or more members of the Board of Directors, or at the request in writing of at least ten percent (10%) of the Members of the corporation. Such request shall state the purpose or purposes for which the meeting is being called.
Section 3. Notice of Meetings. Notice of each meeting of the Charter Members shall be given, personally, by regular mail, by e-mail or by posting in the Bridge Center of Buffalo, Inc. not less than ten (10) days before the date of the meeting. If mailed, such notice shall be deposited in the United States mail, with first-class postage thereon prepaid, directed to the Charter Member at his or her address as it appears on the record of Members. The notice shall state the place, date and hour of the meeting, the purpose or purposes for which the meeting is called and, unless it is the annual meeting, indicate that the notice is being issued by or at the direction of the person calling the meeting. The notice need not refer to the approval of minutes or to other matters normally incident to the conduct of the meeting. Except for such matters, the business that may be transacted at the meeting shall be confined to the business which is related to the purpose or purposes set forth in the notice.
Procedure. The order of business and all other matters of
procedure at every meeting of Charter Members may be determined by
the presiding officer.
Section 5. Voting. Each� Member in good standing shall be entitled at every meeting of Members to one vote. All corporation actions to be taken by vote of the Members shall be authorized by a majority of the votes cast.
Section 6. Reports. The Board of Directors shall present at each annual meeting a report verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:
Such report shall be filed with the records of the corporation and a copy or an abstract thereof shall be entered into the minutes of the proceedings of the annual meeting at which the report is presented.
BOARD OF DIRECTORS
Section 1. Management of Corporate Affairs.� Except as otherwise provided by law or the certificate of incorporation of the corporation, the Board of Directors shall manage the activities, property and affairs of the corporation.
Section 2. Number and Qualifications. The Board of Directors shall consist of seven (7) members, who shall be elected by the Members at the Annual Membership Meeting. The directors may increase or decrease the number of directors of the corporation by a vote of a majority of the entire board, but the number of directors constituting the board shall at no time be less than seven. At any annual meeting every retiring Director shall, if qualified, be eligible for re-election, except as noted in Section 4.
Section 3.� Conflict of Interest.� All members of the corporation shall be eligible to serve on the Board of Directors, with the exception of owners, managers and head directors of other area bridge clubs.
Election and Term of Office.� Except as otherwise provided by
law or these by-laws, directors of the corporation shall be elected
at each Annual Membership Meeting or at any membership meeting held in lieu of such annual meeting, which for the purpose of these by-laws, shall be deemed the annual
meeting.� To be eligible for office, a nominee must be a member in good standing for at least one full year.� Directors shall hold office until the expiration of the term of
office of such directors and until successors have been elected and
qualified.� The term of office for the Directors shall be limited to two (2) successive two (2) year terms.
Section 5. Vacancies.� Vacancies occurring in the Board of Directors for any reason may be filled by a vote of a majority of the directors then in office. If any such newly created directorships or vacancies occurring in the Board of Directors for any reason shall not be filled prior to the next Annual Membership Meeting, they shall be filled by vote of the membership at the annual meeting. A director elected to fill a vacancy, unless elected by the membership, shall hold office until the next Annual Membership meeting, at which the election of directors is in the regular order of business, and until his or her successor has been elected and qualified.
Section 6. Resignation. Any director of the corporation may resign at any time by giving his or her resignation to the President or the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal.� Any director may be removed with or without cause by the affirmative vote of the majority of the Board of Directors at any meeting of the board, notice of which shall have referred to the proposed action. Unexcused absence from two regular meetings in any 12-month period, shall, without limitation, be cause for removal.
Section 8. Contracts with Corporation. No member of the board shall be interested directly or indirectly, in any contract for furnishing supplies or services to the Corporation, unless authorized by the concurring vote of a majority of the entire board not including the vote of the interested director.
Section 9. Compensation.� No director of the corporation shall receive, directly or indirectly, salary or compensation from the corporation, except reasonable compensation for services actually performed and reimbursement of expenses necessarily incurred in effecting one or more of the corporate purposes of the corporation.
Section 10. Special Advisors. From time to time, the Board of Directors may designate as special advisors a chosen number of outstanding persons from the community who are interested in the objectives of the corporation to assist the corporation in its operations. Selection as a special advisor shall not confer upon those selected any right to vote or to participate in the management of the corporation, nor any liability with respect thereto.
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held not less than four (4) times annually, except as otherwise fixed by the Board of Directors. Subject as hereinafter provided, notice of every meeting of the Board shall be given to each Director at least 48 hours prior to the meeting. Not withstanding the foregoing:
(a) No such notice need be given for the first meeting of the Board of Directors subsequent to a meeting of Members at which the Board of Directors meeting is held immediately following the meeting of Members; and
(b) The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President, or in his or her absence or disability, the Vice-President, and must be called by such officer on written request by at least three (3) members of the Board of Directors. Such request shall state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board of Directors shall be held at such time and place as the person calling the meeting shall determine and the notice of the meeting shall specify.
Section 3. Annual Meeting. The annual meeting of the Board of Directors shall be the regular meeting held immediately following the annual meeting of the Members, or such other regular meeting as the Board of Directors shall designate.
Section 4. Notice of Meetings. Notice of each regular or special meeting of the Board of Directors stating the time and place thereof shall be given by the President, the Vice-President or the Secretary to each member of the Board not less than three (3) days before the meeting, by mailing the notice, postage prepaid, addressed to each member of the Board at his or her residence or usual place of business, or not less than two (2) days before the meeting, be delivering the notice to each member of the Board personally, by telephone, or by e-mail.
Section 5. Quorum and Action by Board. At all meetings of the Board of Directors, a quorum shall be required for the transaction of business and shall consist of not less than a majority of the entire Board. A vote of the majority of the directors present at such time, shall decide any question that may come before the meeting.
Section 6. Procedure. The order of business and all other matters of procedure at every meeting of the directors may be determined by the person presiding at the meeting.
Section 7. Action without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 8. Presence at the Meeting by Telephone. One or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 1. Designation of
Committees. The Board of Directors, by resolution or resolutions
adopted by a majority of the entire Board, may designate from among
its members an executive committee and other committees, each
consisting of three or more directors with one director being
designated as the committee chairman, and may
designate one or more directors as alternate members of any committee
who may replace any absent member or members at any meeting of such
committee. In the interim between meetings of the Board of
Directors, the executive committee shall have all the authority of
the Board of Directors except as otherwise provided by law and shall
serve at the pleasure of the Board of Directors. Each other
committee shall have such a name as may be provided from time to time
in the resolution or resolutions of the Board of Directors, shall
serve at the pleasure of the Board of Directors.� Each other committee shall have such a name as may be provided from time to time in the resolution or resolutions of the Board of Directors, shall serve at the pleasure of the Board of Directors.
Section 2. Acts and Proceedings. All acts done and power and authority conferred by the executive committee from time to time within the scope of its authority shall be, and may be deemed to be, and may be specified as being, an act under the authority of the Board of Directors. The executive committee and each other committee shall keep regular minutes of its proceedings and report its actions to the Board of Directors.
Section 3. Meetings of Committees. Committees of directors shall meet at such times and places as the chairmen of the committees shall determine and the notice of the meeting shall specify. Meetings of committees of directors shall be governed by the provisions of Sections 4, 5, 6, 7 and 8 of Article IV of these by-laws, which govern meetings of the entire Board of Directors.
Section 1. Officers.
The Board of Directors shall annually, at the first meeting of the
Board after the annual meeting of Charter Members, elect a President,
a Vice-President, a Secretary, and a Treasurer.
Section 2, Term of Office. The President, the Vice President, the Secretary and the Treasurer shall, unless otherwise determined by the Board of Directors, hold office until the first meeting of the Board following the next Annual Membership Meeting and until their successors have been elected or appointed and qualified. Each additional officer appointed or elected by the Board of Directors shall hold office for such term as shall be determined from time to time by the Board of Directors and until his or her successor has been elected or appointed and qualified. Any officer, however, may be removed or have his or her authority suspended by the Board of Directors at any time, with or without cause. If the office of any officer becomes vacant for any reason, the Board of Directors shall have the power to fill such vacancy.
Section 3. Resignation. Any officer may resign at any time by notifying the President or the Secretary of the corporation in writing. Such resignation shall take effect at the time specified therein unless otherwise specified in such resignation, the acceptance thereof shall not be necessary to make it effective.
Section 4. Delegation of the Duties of Officers. In case of the absence or disability of an officer of the corporation, or for any other reason that the Board may deem sufficient, the Board, except where otherwise provided by law, may delegate, for the time being, the powers or duties of any officer to any other officer, or to any other member of the Board.
Section 5. The President. The president shall be the chief executive and administrative officer of the corporation and shall have the general powers and duties of supervision and management of the corporation and shall perform all such other duties as usually pertain to the office or are properly required by the Board of Directors. The President shall preside at all meetings of the Board of Directors and shall appoint such committees as may be necessary to perform the functions of the organization.
Section 6. The Vice-President. The Vice-President shall, in the absence or at the request of the President, perform the duties and exercise the powers of the President. The Vice-President shall also have such powers and perform such duties as usually pertain to the officer or as are properly required by the Board of Directors. The Vice-President will be responsible for ensuring that ACBL sanctioned game rules is followed.
Section 7. The Secretary. The Secretary shall issue notices of all meetings of directors and Members where notices of such meetings are required by law or these by-laws. The Secretary shall attend all meetings of the Board of Directors and keep minutes thereof. The Secretary shall perform such other duties as usually pertain to the officer or are properly required by the Board of Directors.
Section 8. The Treasurer. The Treasurer shall have the care and custody of all the moneys and securities of the corporation. The Treasurer shall disburse funds as authorized by the Board of Directors.� The Treasurer shall cause to be entered in the books of the corporation to be kept for that purpose full and accurate accounts of all moneys received and paid on account of the corporation. The Treasurer shall make and sign all reports, statements and instruments as may be required of him or her by the Board of Directors or by the laws of the United States or any state or country, and shall perform such other duties as usually pertain to the officer or as are properly required of the Treasurer by the Board of Directors.
Section 9. Officers Holding Two or More Offices. Any two or more offices, except those of President and Secretary, may be held by the same person, but no officer shall execute or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two or more officers.
Section 10. Compensation. No officer of the corporation shall receive, directly or indirectly, salary or compensation from the corporation, except reasonable compensation for services actually performed and reimbursement of expenses necessarily incurred in effecting one or more of the corporate purposes of the corporation.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right of Indemnification. Each director and officer of the corporation whether or not then in office, and any person whose testator or intestate was such a director or officer, shall be indemnified by the corporation for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative, or investigative, in accordance with and to the fullest extent permitted by the Not-for-Profit Corporation Law of the State of New York or other applicable law, as such law now exists or may hereafter be adopted or amended; provided, however, that the corporation shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a director of officer only if such action or proceeding (or part thereof) was authorized by the Board of Directors. Notwithstanding anything to the contrary in this Article, the corporation shall not provide any indemnification for any liability or expense of the director or officer if providing such indemnification would constitute "self-dealing" under applicable provisions of the United States Internal Revenue Code of 1986 and regulations promulgated thereunder, as such law or regulations may be amended from time to time.
Section 2. Advancement of Expenses. Expenses incurred by a director or officer in connection with any action or proceeding as to which indemnification may be given under section I of this Article VII may be paid by the corporation in advance of the final decision of such action or proceeding upon (a) the receipt of an undertaking by or on behalf of such director or officer to repay such advancement in case such director or officer is ultimately found not to be entitled to indemnification as authorized by this Article VII and (b) approval by the Board of Directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not attainable, then by approval of the Charter Members. To the extent permitted by law, the Board of Directors or, if applicable, the Charter Members, shall not be required to find that the director or officer has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding before the corporation makes any advance payment of expense hereunder.
Section 3. Availability and Interpretation. To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this article VII (a) shall be available with respect to events occurring prior to adoption of this Article VII, (b) shall continue to exist after any rescission or restrictive amendment of this Article VII with respect to events occurring prior to such rescission or amendment, (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the director or officer, (or, if applicable, at the sole discretion of the testator or intestate of such director or officer seeking such rights), on the basis of applicable law in effect at the time of such rights are claimed and (d) shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the corporation and the director or officer from whom such rights are sought were parties to a separate written agreement.
Section 4. Other Rights. The rights of indemnification and to the advancement of expenses provided in this Article VII shall not be deemed exclusive of any other rights of which any director or officer of the corporation or other person may now or hereafter be otherwise entitled, whether contained in the certificate of incorporation, these by-laws, a resolution of the Charter Members, a resolution of the Board of Directors or an agreement providing for such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in this Article VII shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any director or officer of the corporation or other person in any action or proceeding to have assessed or allowed in his or her favor, against the corporation or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.
Section 5. Severability. If this Article VII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable and, and the remainder of this Article VII shall remain fully enforceable. Any payments made pursuant to this Article VII shall be made only out of funds legally available therefore.
Section 1. Corporate Funds. The funds of the corporation shall be deposited in its name with such banks, trust companies or other depositories as the Board of Directors may from time to time designate. All checks, notes, drafts and other negotiable instruments of the corporation shall be signed by such officer or officers, agent or agents, employee or employees as the Board of Directors from time to time may designate. No officers, agents or employees of the corporation, alone or with others, shall have the power to make any checks, notes, drafts, or other negotiable instruments in the name of the corporation or to bind the corporation thereby, except as provided in this section.
Section 2. Fiscal Year. The fiscal year of the corporation shall be the calendar year unless otherwise provided by the Board of Directors.
Section 3. Loans to Directors and Officers. No loans shall be made by the corporation to its directors and officers.
Section 4. Gifts. The Board of Directors, the executive committee or any authorized officer, employee or agent of the corporation may accept on behalf of the corporation any contribution, gift, bequest or devise for any general or special purpose of the corporation. No monies received as gifts to the corporation shall be used to repay the non-interest bearing loans of the Charter Members.
Section 5. Voting of Securities Held by the Corporation. Stocks or other securities owned by the corporation may be voted in person or by proxy as the Board of Directors or the executive committee shall specify. In the absence of any direction by the Board of Directors or the executive committee, such stocks or securities shall be voted by the President as he or she shall determine.
Section 6. Income from Corporation Activities. All income from activities of the corporation shall be applied to the maintenance, expansion or operation of the lawful activities of the corporation.
Section 7. Dissolution of the Corporation. A resolution to dissolve the corporation shall require a two-thirds majority vote of the membership in a specially held meeting. In the event of dissolution, all assets of the corporation shall be donated to the ACBL or other designated charities.
Section 1. Form of Seal. The seal of the corporation shall be in such form as may be determined from time to time by the Board of Directors.
Section 1. Procedure for Amending By-Laws. By-laws of the corporation may be adopted, amended or repealed at any membership meeting, notice of which shall have included specification of the proposed action, by the vote of two-thirds of the membership of the corporation in attendance.
The foregoing resolution making By-law No. 1 of the Corporation is passed by all of the Directors of the Corporation pursuant to New York State Corporation Law.
DATED as of the
__eighteenth day of ___March_____ 2004.� Amended 21 October, 2010.� Amended 7 November, 2010.
The foregoing resolution making By-law No. 1 of the Corporation is confirmed without variation by all of the shareholders of the Corporation pursuant to New York State Corporation Law.
DATED as of the ___eighteenth__day of ____March____ 2004.