Amended and Restated BYLAWS
Article I Organization
The Route 66 Bridge Club (Club) is incorporated in the State of Oklahoma as an Oklahoma Not for Profit Corporation. The location of the club is 6205 E 61st Street, Tulsa, OK, 74136.
Article II Purposes
The purposes of the Route 66 Bridge Club are:
- · To provide opportunities for learning duplicate bridge playing skills.
- · To provide a place and the opportunity to practice those duplicate playing skills in accordance with the rules of the American Contract Bridge League (ACBL).
- · To encourage the highest standards of conduct and ethics and to accept responsibility for enforcing such standards of play.
- · To preserve, and stimulate interest in, the art of playing competitive contract bridge.
- · To provide mental stimulation-- research has shown that cognitive stimulation from activities such as bridge helps to lower the chance of being affected by dementia/Alzheimer’s as well as slowing their progression. Puzzles and games such as bridge help in improving memory as well as overall cognitive function, thus minimizing the symptoms of dementia while improving the quality of life for those impacted.
- · To provide educational opportunities for players to exercise their minds
- · To promote a pleasant atmosphere for the enjoyment of the game while becoming a community which offers camaraderie to our members
- · To promote social interaction as another way to improve the quality of life for our members as they age and to further combat the effects of dementia/Alzheimers
- · To cooperate with and to assist ACBL Unit 158 in conducting special events as appropriate.
Article III Membership
- · Any regular participant is considered a Member.
- · Monetary dues may be added at a future date by vote of the Board.
- · Members are eligible and encouraged to participate in club operations, membership on the Board of Directors (Board), or any other activities as required or may be appropriate use of the Member’s skill(s).
- · ACBL membership is not a prerequisite but is strongly encouraged.
- · The Board, by a 2/3 vote, may discipline or expel a Member in accordance with the ACBL Handbook of Rules and Regulations and with the Zero Tolerance Policy of the ACBL.
- · Members shall pay a fee, established by the Board, for all Club games and Club sponsored educational programs.
Article IV Meetings
Section 1: Place of Meetings
All meetings shall be held at the principal place of operation, 6205 E 61st Street, Tulsa, OK, or where the Board may designate.
Section 2: General Membership Meetings
- · Notice--For any membership meeting, notice shall be posted at the principal place of operation and announced at club events for at least two (2) weeks prior to the scheduled meeting.
- · Quorum—A Members Only Meeting duly called shall not be organized for the transaction of business unless a quorum is present. If a meeting cannot be organized because a quorum is not present, those present shall adjourn the meeting until such time and place as they determine.
- · Voting—Each Member shall have the right, at every Members Meeting, to one vote.
- · Meeting Agenda—Voting at any general membership meeting will be restricted to items contained in the agenda posted before the meeting.
- · The Annual Membership Meeting shall be held at such time and on such a date that the Board determines is appropriate.
- · Special meetings may be called by the Board or by written petition of ten (10) or more Members. Meetings by petition are required to be held within thirty (30) days. Two weeks’ notice must be given, and the primary agenda item prompting the meeting must be identified. This item then has priority over all other matters.
- · Voting proxies are not allowed.
Section 3: Board of Directors (Board) Meetings
There are three (3) types of Board Meetings:
- · Organizational—After the selection of the first Board members, the newly formed Board may meet for the purpose of organization immediately following their selection or at such time and place as shall be fixed by consent of the majority of the Board.
- · Regular Board Meeting—Regular meetings of the Board shall be held at least every three (3) months. A simple majority vote shall determine the time and place of meetings.
- · Special Board Meeting—Special Board meetings may be called by the President on five (5) days’ personal notice to each Board member. Special meetings of the Board may also be called by the Club Manager or Secretary in like manner, and on like notice on the written request of two (2) Board members.
- Club Members may attend meetings and present items applicable to Club affairs at the end of Board meetings.
- Club Members may not be present when disciplinary matters are discussed.
- A quorum shall consist of a majority of the voting members.
- Order of Business—the order of business at all meetings of the Board, at which a quorum is present, shall be substantially as follows, unless otherwise determined by the Board
- · Roll Call
- · Review and approval of the minutes of the preceding Board meeting
- · President’s Report (including opening remarks and fundraising)
- · Report on Club Operations (status, educational programs, table count, issues)
- · Treasurer’s Report
- · Publicity/New Members’ Report
- · Facilities Report
- · Report(s) of any committee(s) organized by the Board
- · New business
- · Fix next meeting date/place
Board Action Without a Meeting—if a majority of the Board members shall consent to any action to be taken by the Club, such action shall be a valid corporate action, as though it had been authorized at a Board meeting.
Section 4: Parliamentary Procedure
Parliamentary authority for the Club membership and Board of Directors’ meetings shall be derived from the latest edition of “Roberts Rules of Order” except as provided for in the Bylaws and Amendments.
Article V Board of Directors
Section 1: Number of Directors
The corporation shall have no fewer than three (3) and no more than seven (7) directors. Collectively, they shall be known as the Board of Directors (Board).
Section 2: Qualifications
Directors shall have attained the age of eighteen (18) years, must play duplicate bridge, must be members of the ACBL and live in the greater Tulsa, OK, area.
Section 3: Duties
It shall be the duty of the directors to:
- a) Perform any and all duties imposed upon them collectively or individually by law, by the Certificate of Incorporation filed with the Oklahoma Secretary of State, or by these Bylaws.
- b) Appoint and remove, employ, discharge, and except as otherwise provided in these Bylaws, prescribe the duties, if any, of all officers, independent contractors, agents, and employees of the corporation.
- c) Supervise all officers, agents, and management-level employees of the corporation to assure that their duties are performed properly.
- d) Meet at such times and places as required by these Bylaws.
- e) Register their physical and electronic addresses with the Secretary of the corporation, and notices of meetings mailed, telegraphed, faxed, or emailed to them at such addresses such be valid notices thereof.
- f) The Board is empowered with complete authority to conduct Club affairs.
- g) The Board may, at a time deemed appropriate, engage the services of a Club Manager by contract. The Club Manager must be a member of the ACBL and may be a member of the Board.
- h) Duties can be delegated to Club members, but the Club operations remain the sole province of the Board.
- i) In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board may exercise all such powers of the Club and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by others.
- j) From time to time to make and change club policies and procedures, consistent with these Bylaws, for the management of the Club’s business and affairs.
- k) Authorize expenditures exceeding $2500 by vote at a regular or special Board meeting.
- l) It is expected that this will be a working Board of Directors. Directors will be selected on the basis of specific skill sets as well as the desire to work to advance the mission of the Route 66 Bridge Club.
Section 4: Elections and Terms of Board Members
A director shall be elected or re-elected by approval of a simple majority of the entire Board of Directors during any regular or special Board meeting. The director to be re-elected shall abstain from voting and shall not be counted as a member of the Board for purposes of determining the number of votes necessary for approval.
Each director shall be elected for a three (3) year term, which may be renewed by majority vote of the Board.
Section 5: Compensation
Directors shall serve without compensation, with two exceptions:
- · If the Board elects to utilize the services of a full or part time Club Manager, he or she will be eligible for compensation even if a Board member
- · Directors will be allowed reasonable advancement or reimbursement of expenses incurred in performance of their duties.
Section 6: Vacancies
Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of affairs, except upon written notice to the Office of the Attorney General or other appropriate agency of the State of Oklahoma.
Directors may be removed from office, with or without cause, by the vote of a simple majority of the entire Board of Directors, or as permitted by and in accordance with the laws of this state, if different.
The office(s) of a Board member(s) may be declared vacant by the Board, if, within five (5) days’ notice of election, the Board member(s)-elect refuse to accept the office, either in writing or by failure to attend a Board meeting.
The Board may vote to remove a member from office if that Board member has three (3) unexcused absences from the Board meetings within a calendar year. Absences are excused by the President of his/her designee.
The Board of Directors may, by majority vote, remove a Director who has been absent from three (3) consecutive regular meetings.
When a vacancy occurs, the Board shall meet to discuss possible replacements, if the Board deems that the position vacated shall be filled. Unless time is of the essence, the Board will solicit a Nominating Committee from the general membership to develop a list of possible names for consideration. Otherwise, Board members shall be asked for names of possible candidates. If more than one (1) candidate is a feasible choice, the Board will hold an election to determine the winner. A simple majority shall suffice for this election. The Secretary shall notify the new member by email. He or she will be expected to attend the next scheduled meeting of the Board.
Section 7: Non Liability of Directors
The directors shall not be personally liable for any debts, liabilities, or other obligations of the corporation, whether such debts, liabilities, or obligations accrue and/or are incurred in the United States of America or any other place or country.
Section 8: Indemnification of Directors and Officers by the Corporation
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent possible under the laws of the State of Oklahoma.
Section 9: Insurance for Corporate Agents
Except as may be otherwise provided under provision of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such a capacity or arising from the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Certificate of Incorporation, these Bylaws, or provision of law.
Article VI Officers and Directors
Section 1: Designation of Officers
- · The officers shall be the President, Secretary/Treasurer, and Membership Liaison.
- · All officers shall serve at the pleasure of the Board.
- · Any officer may be impeached by 2/3 vote of the entire Board. The person charged must be notified in writing of the scheduled impeachment hearing, provided a full opportunity to be heard, to cross-examine those testifying, and to be represented by Counsel of his/her choice at his/her own expense if desired.
Section 2: Duties of Directors
The Directors shall:
- · Attend all Board and Membership meetings
- · Represent the perceived best interests of the Club membership when voting on business before the Board
- · Perform other appropriate duties as requested by the Board or the President
- · Oversee and arrange for the execution of all Club operations including:
- o Game and special game schedule
- o Game directors
- o Management of ACBL interface including sanctions, uploading of results/master points, etc.
- o Educational programs including teacher training
- o Membership communications including website and email database creation and maintenance
- o Develop a pipeline for new players
- o It is expected that most of these activities will be handled by non Board members on a part time and potentially paid basis
The President shall:
- · Preside at all Board and Membership meetings
- · Effect strict adherence to these Bylaws and Club rules
- · Call special meetings
- · Effect all orders and resolutions of the Board
- · Lead the Club
- · Fill in for Board members as required on a short term basis
- · Make sure all positions are coordinated
- · Set up Club Donor program
- · Be responsible for special event fundraising
- · Serve as an ex-officio member of any committees which are established by the Board
The Membership Liaison shall:
- · Serve as an ombudsman to whom the members can go to provide input, suggestions, etc.
- · Conduct regular meetings, at least once a quarter, with the membership. These meetings will consist of a brief presentation as to current status/plans/issues followed by an open forum for member comments and questions.
- · Act as the President in the absence of the President, exercising the powers and duties of that office
The Secretary/Treasurer shall:
- · Record the minutes of all transactions at such meetings and send out those minutes to Board members for review prior to the next meeting
- · Maintain records of Board and Membership meetings
- · Set up filing system including record retention
- · Update the Club Bulletin Board with fresh content
- · As directed by the Board, notify the membership of Annual and Special Membership Meetings
- · Track table count
- · Receive and deposit all funds received by the Club
- · Disburse funds of the Club as authorized by the Board of Directors
- · Maintain accurate records of all financial transactions of the Club
- · Report on the financial condition of the Club at each Board meeting
- · Present a report at the Annual Meeting covering the Club’s financial status comparing the status to the previous year. The report shall be posted at the Club for members to read.
- · Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his/her agent
- · Prepare or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports as may be required by law including state and federal tax returns.
- · Arrange for renewal of any government ID numbers.
- · Prepare an annual budget for Board review and approval
- · Analyze financial trends
The Publicity/New Member Manager shall:
- · Develop and implement the Publicity Plan
- · Arrange advertising and track effectiveness
- · Develop and implement New Member Plan, focusing on both attracting new members while retaining existing ones
- · Call and welcome any relocating ACBL members
- · Outreach to newcomers and beginning players, recognizing that some of them may get frustrated as they climb the learning curve of the challenging game of bridge. Make sure they feel welcomed and supported and encouraged to return and continue playing at whatever level with which they feel comfortable.
- · Monitor the club email address and respond to said emails as it is expected that the majority of the communication will come from potential new members.
- · It is expected that the Publicity/New Member Manager will form a committee drawn from the general membership to assist in this effort.
The Facilities Manager shall:
- · Keep the facility well maintained
- · Buy supplies including bridge, kitchen/bathroom, etc.
- · Arrange for services including cleaning, extermination, maintenance
- · The Facilities Manager may form a committee to assist in this effort
The most recent Past President may act as an advisor to the Board.
The Board may decide to include a non-voting at large Board member drawn from the Club membership. The non voting Board member does not need to be a bridge player or a member of the ACBL.
Article VII Committees
The Board may appoint Committees to work on topics of importance to the Club. There will be a mix of standing Committees (for example: New Members, Hospitality, Facilities, etc) and those formed for a special and specific purpose. The latter shall have a finite duration of existence. The chair of any standing committee will be a member of the Board. All special purpose Committees will have a chair appointed by the Board who may or may not be a member of the Board. The Board may ask the chair to organize a Committee including selection of Committee members OR the Board may appoint the Chair as well as some or all Committee members.
Special Purpose Committees will be expected to make a final report as scheduled by the Board. Said reports will be presented both in writing and in person to the Board. The written report will be sent to the Board for review prior to presentation at a Board meeting. While Special Purpose Committee reports are expected to include recommendations for adoption, any and all such recommendations must be approved by formal vote by the Board before implementation. Inclusion in a Committee report shall not be deemed to have been approved without Board approval. Committee written reports will follow the following format:
- 1) Committee Objective (as defined by the Board)
- 2) Committee Members
- 3) Start and Finish Dates
- 4) Work Process (brief overview of methodology used by Committee)
- 5) Findings
- 6) Recommendations
Article VIII Conflict of Interest
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest or one of its officers or directors or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest.
Each member of the Board shall sign an annual conflict of interest statement to certify that he or she has read this policy and has no conflict of interest with the business of the corporation.
Section 2: Definitions
Interested Person: A person has financial interest if the person has, directly or indirectly, through business, investment, or family:
- a. An ownership or investment interest in any entity with which the Route 66 Bridge Club has a transaction or arrangement.
- b. A compensation arrangement with Route 66 Bridge Club, or with any entity or individual with which Route 66 Bridge Club has a transaction or arrangement, or
- c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Route 66 Bridge Club is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration, as well as gifts or favors that were not insubstantial.
A financial interest if not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing body or committee decides that a conflict of interest exists.
Section 3: Procedures
Duty to Disclose: In conjunction with any actual or possible conflict of interest, an Interested Person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and a vote is taken. The remaining board or committee members shall decide whether a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
- a. An Interested Person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- c. After exercising due diligence, the governing board or committee shall determine whether Route 66 Bridge Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or duly appointed committee shall determine by majority vote of the disinterested directors whether the transactions or arrangement is in the Route 66 Bridge Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflict of Interest Policy
- a. If the governing Board or committee has reasonable cause to believe that a Member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford the Member the opportunity to explain the alleged failure to disclose.
- b. If, after hearing the Member’s response and after making further investigation as warranted by the circumstances, the governing Board or committee determines that the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
- Section 4: Records of Proceedings
- The minutes of the governing Board and all committees with Board delegated powers shall contain:
- a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
- b. The names of the persons who were present for discussion and votes relating to the proposed transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5: Compensation
A voting member of the Board who receives compensation, directly or indirectly, from Route 66 Bridge Club, for services, is prohibited from voting on matters pertaining to the member’s compensation.
A voting member of any committee whose jurisdiction includes compensation, directly or indirectly, from Route 66 Bridge Club, is prohibited from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Route 66 Bridge Club, either individually or collectively, is prohibited from providing any information to any committee regarding compensation.
All compensation arrangements shall be approved by the Board in advance of paying compensation. Approval of any compensation arrangement shall require the approval of a simple majority of all Board members excluding any who have a conflict of interest in the matter. Any member excluded from voting due to a conflict of interest shall not be counted in determining the number of votes required for approval. The minutes shall reflect the vote of each individual Board member. The date and terms of any approved compensation shall be documented in writing.
All decisions regarding compensation shall be based on information about compensation paid to similarly situated taxable or tax exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations.
Section 6: Periodic Reviews
Periodic reviews may be implemented by the Board to make sure that the Route 66 Bridge Club operates in a manner consistent with this policy. Similarly, the Board may authorize the use of outside experts but this is not a requirement.
Article IX Conduct and Ethics
The Route 66 Bridge Club will adopt and strictly enforce the Zero Tolerance Policy of the ACBL. All Members are expected to adhere to the standards set forth in said policy. With the first violation, there will be a warning but may include expulsion from the game in progress if the transgression so warrants. With the second violation, there will be a penalty as assessed by the Board. The third violation will result in the minimum penalty of a one month’s suspension, and a fourth violation will result in permanent expulsion. The Bylaws confer this specific authority to the Board of Directors.
Article X Document Retention
The file index approved by the Board shall note which files require retention (e.g. file 110R with the “R” standing for retention). In general, the following classes of files shall be retained for 10 years:
- · Governing documents of the organization (i.e. bylaws, policies/procedures, Board meeting minutes)
- · Contractual documents (e.g. lease)
- · Tax returns and government correspondence (e.g. renewal of tax ID numbers, 1099 forms in support of tax returns)
- · Quarterly financial reports
Documents in other files shall generally be retained for 1-5 years. The Secretary will be responsible for disposal of documents which are not retained. However, non retained documents may be kept for more than 5 years if filing space is available or if the documents are deemed to be valuable to retain for longer.
Article XI Transparency and Accountability
It is part of the vision of the Route 66 Bridge Club to embrace transparency and accountability. In general, all documents which do not contain confidential information (e.g. Social Security numbers) will be made available upon written request to review. Board meeting minutes, quarterly financial statements, and policies/procedures will be posted for members to read. Donor information will not be made public unless specifically approved by each donor.
Article XII Amendment of Bylaws
Amendments to the Bylaws may be accomplished in the following manner:
- · Amendments may be proposed by a Board member, or by a member of the Club, upon petition signed by at least ten (10) members and submitted to the Secretary at least three (3) weeks in advance of a regular Board meeting or a special meeting called for this purpose.
- · It shall be the duty of the Secretary to incorporate the text of the proposed amendment in the notice of meeting.
- · A concurrence of 2/3 of the Board shall be required for adopting.
- · Amendments become effective upon adoption, or as provided by the amendment, if a later date is specified.
Article XIV Dissolution
Upon dissolution of the Club and after settlement of all debts and liabilities, any assets remaining shall be distributed for one or more exempt purposes within the meaning of section 501 (c ) (3) of the Internal Revenue Code, or any corresponding section of any future federal tax code, as determined by the Board of Directors.
I certify that I am the duly elected and acting Secretary/Treasurer of the Club and that these Amended and Restated Bylaws constitute the corporation’s Bylaws and were duly adopted at a meeting of the Board of Directors on December 18, 2019.