CONSTITUTION AND BYLAWS
OF THE
SOUTH TEXAS BRIDGE ASSOCIATION

(Revised April, 2000)

ARTICLE I - NAME

This organization shall be known as the South Texas Bridge Association, a.k.a. Unit 187 of the American Contract Bridge League Inc. (ACBL).

ARTICLE II - CHARACTER, PURPOSE AND LOCATION

Unit 187 is a voluntary, non-profit, unincorporated association, which functions as a component of ACBL District 16, and operates under ACBL sanctions.

The objectives and purposes of Unit 187 shall be to:

1. Promote the development of the game of bridge and the social meeting and companionship amongst bridge players;

2. Supervise and regulate all bridge activities over which it has jurisdiction;

3. Promote the development and organization of affiliated clubs within the Unit’s jurisdiction; and

4. Cooperate with District 16 and the ACBL in promoting duplicate bridge championship tournaments.

The Unit shall refrain from involvement in propaganda, attempts to influence legislation, and participation or intervention in any political campaigns on behalf of any candidate for public office or political party, including publication or distribution of political statements.

The principal office of Unit 187 is in Corpus Christi, Nueces County, Texas. The geographical area of the Unit is set by the ACBL. It presently consists of an area defined as being from Laredo on a line east to the coast, following the coast northeast to Port Lavaca, then northwest to include Victoria and on a line drawn southwest from Victoria to Laredo. To the south of the Unit is the Magic Valley Bridge Association, ACBL Unit 237.

ARTICLE III - MEMBERSHIP AND DUES

Any person residing within the Unit’s jurisdiction who is interested in bridge may become a member of the Unit, provided he or she shall be a member in good standing of the ACBL.

Once membership in the Unit is granted it may be renewed from year to year by payment of dues. No person’s membership shall otherwise be affected except for failure to pay dues or by a disciplinary action taken by the Unit’s Board of Directors in accordance with ACBL regulations. However, no member may be disciplined until he has been furnished with prior written charges, has been granted a hearing at which he or she has reasonable notice and at which he or she may be represented by counsel. A quorum of the Board must be present at the hearing. A two-thirds majority of those Directors present shall be required for suspension of a member. A unanimous vote of those Directors present is required for a member’s expulsion.

A disciplined member may appeal the Board’s verdict in accordance with ACBL regulations. Any member against whom charges are pending may continue to play in ACBL sanctioned tournaments unless specifically prohibited from doing so by the Unit’s Board. The Board may vote to exclude a member of another unit from its tournaments, for cause, without need of written charges or a hearing.

Dues shall be in an amount specified by the ACBL.

ARTICLE IV - MEMBER MEETINGS

In lieu of the Board of Directors setting a different time and place, an annual meeting of the Unit’s members shall be held during and at the Unit’s first sectional tournament of each calendar year. The Board may, at any time, call a special membership meeting. A quorum shall consist of 10% of the membership for either the annual or a special membership meeting. Notice of the time and place of any such meeting shall be given at least two weeks prior, either by mail to all Unit members or by posting notice at the meeting place of each club in the Unit.

After determination of a quorum, the first order of business at the annual meeting shall be the announcement and introduction, if present, of the newly elected and incumbent Board members who will serve the Unit for one year, commencing June 1.

ARTICLE V - BOARD OF DIRECTORS

A) NUMBER - The Board of Directors shall consist of nine elected Unit members in good standing. In addition, the immediate past president shall serve as a non-voting member of the Board for the year following his or her term as president unless he or she would otherwise be qualified to serve as a voting member.

B) TERMS OF OFFICE - Directors shall be elected prior to the annual meeting and shall hold office for a three year term beginning on June 1, following the annual members meeting. Three Directors shall be elected every year. The Nominating Committee shall have the ability to provide for staggered terms. No voting member of the Board may be elected to serve more than two consecutive three-year terms. A member may fill an unexpired term and be elected to fill two additional terms.

C) MEETINGS:

1. As early as practical during the month of June, the Board, consisting of newly elected Directors and those Directors beginning the second or third year of their present term, will be called to meet at a reasonable time and place. At least three days notice, oral or written, to all members of the Board, shall be given by the senior incumbent Officer (Pres./VP/Sec/Treas). The first order of business at this first meeting of the fiscal year, after determination of a quorum, shall be the election of Officers (see ARTICLE VI), followed by the election and appointment of Committee Chairs (see ARTICLE VII).

2. Subsequent meetings shall be held whenever the business of the Unit necessitates. Any Board member may call a meeting at a reasonable time and place, giving at least 3 days oral or written notice.

3. Any Director who receives a written request from ten or more Unit members, in which is stated the general matters the members wish the Board to consider, shall call a meeting of the Board within 15 days of receipt and notify at least three petitioners of the date and time of such meeting. All Board meetings are open to all Unit members. One half of the Board members who are eligible to vote constitute a quorum.

D) NOMINATING PROCESS - During the first Board meeting of the year, the President shall appoint a Nominating Committee Chair who shall select for the President’s approval, at least two additional members who are not members of the Board. The Nominating Committee shall select at least one more candidate than there will be Board vacancies the following year. The Nominating Committee shall be governed by a timetable set by the President and the Unit’s election process (see E below).

E) ELECTION PROCESS:

1. The election process, commencing with the Unit’s 1997 election and until changed by the Board of Directors in accordance with ARTICLE XI herein, shall be as detailed in the current ACBL HANDBOOK OF RULES AND REGULATIONS, Chapter 3, Section 4, sub-paragraph II-A, entitled MAIL IN BALLOTS.

2. The election process timetable, including ballot distribution, receipt, and counting shall be set by the Board. Each Unit member in good standing shall be entitled to vote for as many nominees appearing on the ballot as there are Board vacancies to fill. The nominees receiving the greatest number of votes shall be declared “winners”. Any nominee may have a witness present during the ballot counting. The annual meeting Chairman shall announce the election results to the Unit’s membership present thereat.

F) BOARD VACANCIES - The Board of Directors shall appoint a qualified Unit member to fill a Board vacancy. Said appointee will serve the remainder of the term of the Board member being replaced.

G) COMPENSATION AND REIMBURSEMENT

1. There is no compensation for Director services to Unit 187. However, the Board authorizes reimbursement of expenses incurred by Directors, Officers, and Committee Chairs, during the performance of their official duties when submitted with documentation to the Unit’s Treasurer.

2. Nothing herein shall prevent the Board from authorizing the payment of reasonable compensation to any of the Unit’s members for services to the Unit in any capacity for which the Board deems compensation justified.

H) POWERS AND DUTIES - In addition to the powers and duties set forth herein, the Board shall have general supervision and control of the Unit’s affairs and shall exercise such powers as are reasonably necessary for the proper management and conduct of the Unit. Without in any way limiting its powers, the Board shall have authority to acquire, hold, administer, maintain, and dispose of all funds and property of the Unit; to hire, discharge, supervise the conduct and set the compensation of employees, and to make all contracts and necessary arrangements incident to the holding of the Unit’s bridge tournaments.

I) ABSTENTION FROM VOTING - Whenever it appears to any Director that one or more of the fellow Directors may have a fiscal interest in any matter before the Board, such interested Director(s) shall abstain from voting on that matter. Notice of any such possible fiscal interest may come from any source. If a dispute arises concerning a Director’s voting eligibility on any matter, the dispute shall be settled in accordance with the voting procedures contained in ARTICLE VII, herein.

J) NOTICE OF POLICY DECISIONS - Reasonable notice of policy matters (as distinguished from fiscal or procedural matters) to be presented to the Board for action, must be given to the Unit’s members before a final decision can be made.

K) REMOVAL FROM OFFICE - A Director shall be automatically removed from office for failing to attend three consecutive meetings of the Board. Upon appeal, said removal may be waived by a two-thirds vote of the remainder of the Board.

ARTICLE VI - UNIT OFFICERS

A) OFFICERS REQUIRED - At the first meeting of the Board (ARTICLE V, sub-paragraph C), the Board shall elect from amongst its members a President, Vice President, Secretary, and Treasurer. Each officer so elected shall hold office until his or her successor is elected. The offices of Secretary and Treasurer may be combined.

B) EXECUTIVE SECRETARY - The Board may appoint a Unit Executive Secretary to serve at the pleasure of the Board.

C) VACANCIES - The Board shall fill a vacancy in any office. However, the Vice President shall succeed to the office of President.

D) OFFICER DUTIES shall be those usually pertaining to their office and shall include any duties specifically set forth herein or as delegated by the Board. Unless the Board shall otherwise provide, the President shall appoint committees as deemed necessary or desirable and shall define their duties in writing. The Secretary shall maintain a complete list of the names and addresses of all Unit members.

ARTICLE VII - IMPEACHMENT

Any Director or Officer may be removed for cause at any meeting of the Board, provided there has been compliance with the provisions of this ARTICLE, a quorum is present, and two-thirds of those present vote for removal. An impeachment meeting may be called by the Unit’s members in accordance with ARTICLE V, sub-paragraph c, 3.

Any Director or Officer against whom impeachment charges have been brought shall be notified in writing, by registered or certified mail, of the charges, at least ten days prior to the meeting during which the impeachment shall be considered. Such charged member(s) shall be given an opportunity to present evidence, be heard by the Board, and be represented at such meetings by counsel. Said charged Director shall have no vote in such proceedings nor be considered a member of the Board in determining the number required for either a quorum or a two-thirds vote. Action taken by the Board in any impeachment proceeding shall be conclusive and final.

ARTICLE VIII - STANDING COMMITTEES

During its first meeting of the year, the Board shall appoint Chair Persons to head the Conduct and Appeals Committee and the Tournament Committee. Each Chair shall select, for Board approval, at least two additional non-Board members to their Committees.

A) CONDUCT AND APPEALS COMMITTEE shall be charged with the responsibility and authority to investigate and hold hearings on all matters pertaining to bridge conduct and ethics of Unit members and report its findings with recommendations to the Board. Additionally, the Committee shall hear and rule on all appeals of game director’s rulings in local tournaments and Unit games; and shall work with the Tournament Committee to provide to the director(s) in charge, a list of persons available to serve on committees at sectional and regional tournaments.