THE VILLAGE CARD CLUB, INC.
To organize bridge games and programs sponsored by the Club which shall be classified as follows:
A.
Duplicate bridge games that are sanctioned by the American Contract Bridge League. These games shall conform to ACBL and club rules and regulations.
B.
Duplicate bridge games that are not sanctioned by the ACBL.
C.
Organized non-duplicate games.
D.
Instructional and educational programs.
E.
Other activities of the Club.
Section 1.
Members are expected to support and conform to Club policies. All members shall be considered to be in good standing unless under suspension by the Board of Directors, any Unit, District and/or by ACBL.
Section 2.
The setting of dues, playing fees and the awarding of prizes shall be recommended by the Board of Directors at any General Membership Meeting for approval of the Club membership.
Section 3.
There shall be two (2) types of membership.
A.
Active - a member who pays yearly dues to The Village Card Club, Inc.
B.
Life membership:
1.
A member who is 85 years of age before January 1,
2.
A member who is a past President,
3.
A member who has contributed the sum of $100.00 to the Village Card Club.
The following officers shall be elected in December of each year, for a term of one year, and assume their term of office the following January 1.
Section 1.
PRESIDENT
The President shall:
A.
serve as the presiding officer for all business meetings, as Chairman of the Board of Directors, and will present to the general membership such recommendations as the Board shall deem necessary,
B.
appoint, with approval of the Board of Directors, committees as needed for the operation of the Club,
C.
serve ex-officio on all committees with the exception of the Nominating, Auditing and Conduct and Ethics Committees, unless asked to attend by the committee chairman,
D.
serve as official representative of the Club and shall sign checks in the absence of the Treasurer,
E.
appoint, with approval of the Board of Directors, a club member in good standing, to assume the powers and duties of a vacated Board position.
Section 2.
VICE PRESIDENT
The Vice-President shall:
A.
fill the chair in the absence of the President and conduct the business of the Club,
B.
assume the office of President in the event the President is unable to serve the full elected term,
C.
be responsible for organizing, coordinating and supervising the educational programs of the club, using ACBL approved educational series.
D.
The VP will chair the Education Committee.
Section 3.
SECRETARY
The Secretary shall:
A.
keep an accurate record of all business meetings,
B.
prepare and transmit correspondence necessary for the Club as directed by the President,
C.
maintain the files of the Club.
D.
At the direction of the Board President, post the agenda on the VCC Bulletin Board and the VCC web site, in accordance with ARTICLE XIII, Section 8.
Section 4.
TREASURER
The Treasurer shall:
A.
receive all dues,
B.
receive all other monies due the Club and keep an itemized record thereof,
C.
disburse such funds as are necessary solely for the operation of the Club as authorized by the Board of Directors. All other operating expenditures, not budgeted or in excess of $100.00, must be approved by the Board of Directors,
D.
prepare a monthly financial statement in detail,
E.
secure, at Club expense, a fidelity bond for the President and Treasurer,
F.
see that all Village Card Club taxes are paid, including FICA and State Unemployment. See that all tax forms are prepared and filed in a timely manner and that a proper record of these forms is maintained for audit purposes,
G.
be responsible for updating the signature card and/or account registration for the Village Card Club bank account and saving account.
H.
The treasurer may invest VCC money only in financial instruments of a very low risk nature such as in a money market fund or a federally insured certificate of deposit with a maturity of 18 months or less. A short term government note would be acceptable. Stock investments of any kind would be inappropriate.
The Board of Directors shall consist of the elected officers (President, Vice-President,
Secretary and Treasurer) and the following elected Directors: Membership Chairman,
Game Manager, Purchasing Agent, Publicity Director, and a Player Development
Director. The Club Manager and Parliamentarian, both appointed by the President,
shall sit as non-voting members on the Board.
All members of the Board of Directors and all employees, with the exception
of the directors of non-sanctioned games, must be members of ACBL.
Section 1.
MEMBERSHIP CHAIRMAN
The Membership Chairman shall:
A.
compile a complete roster of the membership with full name, address and telephone for the printing of the annual Yearbook,
B.
secure bids for printing the Yearbook and oversee same,
C.
encourage attendance at Club sponsored games,
D.
contact new residents, as given in local newspapers, who have expressed an interest in bridge,
E.
collect annual dues
Section 2.
GAME MANAGER
The Game Manager shall:
A.
periodically provide statistical analysis of monthly game activities of the Village Card Club, Inc,
B.
evaluate player's suggestions and recommend games to fulfill desires of the majority,
C.
Develop the annual calendar of events for the approval of the Board each year, working with the Director of Education, and the Committee Chair of Mentoring, and the Club Manager.
Section 3.
PURCHASING AGENT
The Purchasing Agent shall:
A.
act as general purchasing agent for all club supplies and needs, as requested by the Board of Directors and game directors,
B.
serve as a member of the Finance Committee,
C.
take an annual inventory of all supplies at the beginning of each year.
Section 4.
PUBLICITY DIRECTOR
The Publicity Director shall:
A.
Update and submit other publicity information as needed for club operation including contact and other pertinent information updates to the POA and other local organizations
B.
serve as Editor of the club newsletter
C.
submit other publicity information as needed for club operation.
Section 5.
PLAYER DEVELOPMENT DIRECTOR
The Player Development Director shall:
A.
establish liaison with intermediate/newcomer players and directors to ensure that the needs and interests of their development are considered by the VCC Board.
B.
recommend policies and programs to ensure the continued and progressive development of players in the VCC.
C.
monitor the transition of players from education courses to novice and entry games, and from lower to higher strata games.
D.
coordinate with the Club Manager monthly to determine player masterpoint achievements.
Section 6.
ACBL CLUB MANAGER
The Club Manager shall:
A.
be appointed by the President, with approval of the Board, as a non-voting member of the Board of Directors and may serve indefinitely,
B.
be accountable to the President in regards to administrative management of day to day club operations, not covered by specific assignments,
C.
issue club masterpoint certificates to non-ACBL members,
D.
prepare and file monthly activity reports,
E.
correspond with ACBL on club game matters,
F.
apply for sanction renewals and process any changes as requested by the Board of Directors,
G.
educate Game Directors on proper operation of the computer and printer,
H.
be accountable to the ACBL for the enforcement of ACBL rules and regulations in all ACBL sanctioned games,
I.
be accountable to the ACBL for the enforcement of ACBL rules and regulations in all sanctioned games by the club,
J.
work with the Board to recruit the best personnel for Game Directors and Game Clerks. Hire, train, and evaluate Game Directors.
Section 7.
PARLIAMENTARIAN
The Parliamentarian shall:
A.
be appointed by the President, with approval of the Board, as a non-voting member of the Board of Directors and may serve indefinitely,
B.
be well versed on the rules and procedures of Parliamentary Law,
C.
be available to advise the presiding officer on questions of procedure in transacting the business of the Board,
D.
be prepared to ensure proper order of business throughout all meetings.
The following committees will be appointed by the President, with approval of the Board of Directors. Special ad hoc committees may be appointed as needed during the year to carry out specified tasks for the operation of the club. Committee's terms continue into the new year until such time as the board approves the new committees, but no later than the end of the 1st quarter.
Section 1.
ELECTIONS
NOMINATING COMMITTEE
The Nominating Committee shall consist of five (5) members, reflecting the
diversity of the Club. It shall be the responsibility of this committee to
prepare a list of candidates for the elected Officers and the Board of Directors
as stated in Article VII. The committee will endeavor to present at least
two (2) candidates for each elected position.
ELECTION COMMITTEE
The Election Committee shall be charged with overseeing the electoral processes,
i.e., preparing and counting ballots, conducting absentee voting, and reporting
results.
Section 2.
SOCIAL COMMITTEE
The Social Committee shall be responsible for all social activities of the
Club as planned by the Board of Directors. These events are to include
the two (2) general business meetings, and all other social events as specified
by the Board of Directors.
Section 3.
CONDUCT AND ETHICS COMMITTEE
The Conduct and Ethics Committee shall receive and act upon all written allegations
of violations of ethics and/or conduct. Upon receipt of such allegations,
the committee shall hear input from all affected parties. Any disciplinary
action recommending suspension must be referred to the Board of Directors
for review and approval.
Section 4.
CONSTITUTION AND BY-LAWS COMMITTEE
The Constitution and By-laws Committee shall review the Constitution and
By-Laws each year and present suggested changes to the Board of Directors
at least one month prior to a General Membership meeting.
Section 5.
FINANCE COMMITTEE
The Finance Committee shall be chaired by the Treasurer and consist of the
Purchasing Agent and the immediate past Treasurer.
Section 6.
HISTORICAL COMMITTEE
The Historical Committee shall maintain past records, gather publicity materials
and record the history, etc. of the Village Card Club, Inc.
Section 7.
AUDIT COMMITTEE
The Audit Committee shall consist of three (3) members appointed by the President
(not to include the Treasurer). They audit the financial records of the
Club at the close of each fiscal year and submit a written report to the
Board of Directors within 60 days of the close of the fiscal year.
Section 8.
PARTNERSHIP COMMITTEE
The Partnership Committee shall maintain a list of players needing partners
and secure said partners as needed.
Section 9.
MENTORING PROGRAM COMMITTEE
The Mentoring Program Chairman shall:
A.
serve as chairperson of the Mentor Program Committee and nominate other committee members for approval by the Board of Directors by January 31st of each year.
B.
implement the VCC Mentor Program through the Committee.
Section 10.
EDUCATION COMMITTEE
The Education Committee:
A.
Shall be composed of 3 to 5 persons
B.
The purpose of the Education Committee is to give continuity to education programs longer than the term of each successive VP Education and to give advice to the VP regarding Education policies of the VCC.
C.
At least one each should be from under 100 masterpoints and over 1000 masterpoints.
Section 11.
WEBSITE COMMITTEE
The Web site Committee shall recommend content and monitor the VCC web site.
Section 12.
Facilities COMMITTEE
The Facilities Committee's responsibility shall be the physical and mechanical
areas of the Casa de Carta. As problems arise, or are anticipated, the
Committee will make recommendations to, or give options to the Village
Card Club, Inc. Board of Directors (BOD). The BOD can then make an informed
decision to be expedited by the Facilities Committee or the BOD.
Section 1.
Any member in good standing is eligible to serve in an elected position.
Section 2.
The Nominating Committee shall oversee and regulate the candidate selection process. Any Club member who wishes to become a candidate for election to the Board of Directors, or who has been nominated and has accepted the nomination, shall be presented to the membership as a viable candidate for such election. Any Candidate information exhibits will be administered by the Nominating Committee.
Section 3.
The candidate selection process will end three (3) weeks prior to the date of election. At this time: (1) the Membership Chairman will provide a list of all current members to the Election Committee; (2) the Election Committee shall assume responsibility for all election activities.
Section 4.
The Election Committee will prepare printed ballots, corresponding to the list of candidates. Dates, times, and place for absentee voting will be confirmed and announced at every game in the week prior to such voting.
Section 5.
Printed ballots will be provided for all members at the election. A plurality vote will determine the winner of the election. Election results will be made available to members. A candidate may inquire about his/her tally only.
Section 6.
No more than one member of a family shall be represented on the Board of Directors, and no individual may hold more than one seat on the Board of Directors at one time. Herein, the word "family" is defined as spouses, life partners, parent/child, and/or siblings.
Section 7.
When an elected Director position has been filled on an interim basis during the first year of a two-year term, the candidate for that position will be elected to a one-year term.
Section 8.
No electioneering will be allowed on the Village Card Club premises, with the exception of a time and place as specified by the Board of Directors.
Section 1.
In addition to the regularly scheduled games, special activities may be held as scheduled by the Board of Directors.
Section 2.
Meetings of the Board of Directors shall be scheduled monthly. Additional meetings will be held at the discretion of the President or three (3) members of the Board of Directors. Notification to all members of the Board must be given within 24 hours prior to the meeting.
Section 3.
There shall be no fewer than two (2) general business meetings for the entire membership during each calendar year.
Section 4.
Club Policy.
It is the policy of the Village Card Club, Inc., that the Board exists to
conduct the Club's business. It is the intent of this Article that their
deliberations be conducted openly and that their actions be taken openly.
When the Board is to make substantive recommendations or decisions on important
matters, it should give members of the Club an opportunity to appear before
it and present their views on the subject at a time scheduled by the President
of the Club. It is important for members to hear the deliberative process
and generally meetings should not be closed. Ballot voting should be used
in disciplinary decisions, and as provided in Robert's Rules, should be
used rarely only with a majority vote of the Board members when some members
feel they are unable to vote their conscience without being subjected to
undue pressure. If used, the minutes should indicate that the issue was
decided by ballot vote.
Section 5.
Definitions.
Meeting means any regular or special meeting of a majority of a quorum of
the members of the Board held for the purpose of discussing Club business.
Section 6.
Open Meeting.
All meetings of the Board shall be open to any member wishing to attend,
except that the Board may close a portion of a meeting, upon a majority
vote of a quorum present of the Board members, taken at a meeting for which
notice has been given according to the Constitution and Bylaws.
Section 7.
Closed Meeting Procedure.
A motion to close any portion of a Board meeting shall include a description
of the subject to be discussed and the reason for the closed meeting, and
shall be limited to those topics mentioned in the motion. No binding or
final action may be taken at a closed meeting except regarding conduct,
ethics and/or personnel performance issues. All final action taken shall
be in the open portion of the meeting and shall be preceded by a recital
of the nature of the matter being considered and such other information
as would inform the members of the business being conducted and recorded.
All meetings of the Board to discuss conduct, ethics and/or personnel performance
issues may be closed meetings.
Section 8.
Meeting Notices and Agendas.
The Board of Directors shall give notice of meetings to the members at least
seven (7) days prior to a regularly scheduled meeting and 24 hours prior
to a specially called meeting. The Notice, with an Agenda, shall state
the date, time and location of such a meeting. If the Board plans to discuss
a matter in a closed meeting, the Notice and Agenda of the meeting shall
so indicate, including the subject matter. The Notice, with Agenda, shall
be posted on the Club bulletin board and the Club web site. The Board may,
by a 2/3 vote of the Board members present at a closed meeting, consider
action items not on its Agenda.
Section 9.
Written Minutes of Meetings
A.
Content of Minutes. The Board shall keep written minutes of their meetings, whether open or closed. Such minutes shall include, but not be limited to:
1.
The date, time and place of the meeting:
2.
The members of the Board recorded as either present or absent; and
3.
A general description of all matters proposed, discussed or decided upon and a record of any vote taken.
B.
Posting of Minutes. The minutes of all Board open meetings, with related attachments of items presented, shall be posted on the Club bulletin board and the Club web site, upon approval of such minutes.
C.
The minutes of closed meetings of the Board shall be retained.
Section 10.
Conflict of Interest.
If a Board member or a guest (due to a personal, family or close relationship)
has a conflict of interest involving compensation, job performance or other
discussion the Board may have that specifically impacts that person, the
Board member or the President shall declare the conflict. Such member may
present his or her opinions regarding the matter to the Board, but then
must temporarily leave the room and withdraw from Board deliberation, voting
and access to private Board information.
Section 1.
These Bylaws may be amended at any general meeting of the membership. Amendments to the Bylaws may be offered by: 1) any member in good standing of the Village Card Club, 2) the Constitution and Bylaws Committee, and/or 3) the VCC Board of Directors, provided that the procedures in Article IX of the Bylaws are followed.
Section 2.
Amendments require an affirmative vote of two-thirds (2/3) of those members in attendance, and eligible to vote, provided a quorum of members is present, and provided that a written copy of the proposed amendments are made available to the general membership at least two (2) weeks prior to any General Membership meeting. A verbal announcement of the availability of the amendments shall be made at each regularly scheduled game.
Section 3.
A quorum of eighty (80) members of the Village Card Club, Inc. is necessary to amend these By-Laws.
Section 4.
Any proposed amendment to the Bylaws at the General Membership meeting, which was not made available to the membership at least 2 weeks prior to the meeting, will require a unanimous vote of a quorum of 80 in attendance to be accepted.
Robert's Rules of Order, Revised, shall be accepted as the governing authority for the Club for items not specifically covered in the Constitution and By-Laws.
Section 1.
Discrimination.
The Village Card Club defines discrimination as an issue involving race,
creed, color, religion, national origin, ancestry, sex, gender, disability,
sexual orientation or other personal characteristics covered by law. Discriminatory
action may not be taken against any VCC member, employee, or Board member.
Section 2.
Employees.
No VCC member can directly supervise another immediate family
member, with the exception of game clerks.
Section 3.
Rights of Employees to Appeal.
If any employee feels he/she has a job related problem or has the perception
of being treated unfairly or being abused which is outside the employee’s
control, he/she may submit these issues to the Club Manager in writing.
If satisfactory resolution does not occur, they may appeal to the Club
President in writing to be heard by the entire Board. The decision by the
Board is final.
Section 1.
INDEMNIFICATION RIGHTS.
Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit, or proceedings (whether civil, criminal,
administrative, or investigative) by reason of the fact that he or she
is or was a director, officer, or agent of the Club, or is or was serving
at the request of the Club as a director, officer, or agent of another
corporation or as the club manager or a club director, or as its representative
in a partnership, joint venture, trust, or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under and pursuant
to any procedure specified in the Arkansas Nonprofit Corporation Act of
1993, as amended from time to time, against all expenses, liabilities,
and losses (including attorney's fees, judgments, fines, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him or
her in connection therewith. Such right of indemnification shall be a contract
right that may be enforced in any lawful manner by such person. Such right
of indemnification shall not be exclusive of any other right which such
director, officer, or agent may have or hereafter acquire and, without
limiting the generality of such statement, any such person shall be entitled
to his or her respective rights of indemnification under any agreement,
provision of law, or otherwise, as well as their rights under this paragraph.
Section 2.
INSURANCE.
The Board of Directors may cause the Club to purchase and maintain insurance
on behalf of any person who is or was a director, officer, or agent of
the Club, or is or was serving at the request of the Club as a director,
officer, or agent of another corporation or as the club manager or a club
director, or as its representative in a partnership, joint venture, trust,
or other enterprise, against any liability asserted against such person
and incurred in any such capacity or arising out of such status, whether
or not the Club would have the power to indemnify such person.
Section 3.
Except in cases of discrimination, any person who initiates formal legal action against the VCC or against any officer, director, or agent as defined in Article XII, Section 1 of the Bylaws, or causes the Board of Directors to retain legal counsel due to the threat of such action, without first exhausting VCC administrative or other internal remedies or ACBL where pertinent, shall be subject to expulsion from the Village Card Club.
Revised June 2009