1. Name: This Corporation shall be known as the NAPLES BRIDGE CENTER INC., a non-profit membership Florida corporation, and shall maintain its offices at 5865 Golden Gate Parkway, Naples, Fl. 34116.
2. Objectives: The business and purpose of this corporation shall be to promote, foster and develop among its members the greater knowledge and skills required in the playing of Duplicate Bridge in an atmosphere of friendship and cordiality.
3. Government: The Corporation shall be governed by the Articles of Incorporation, by the provisions of the laws under which it is incorporated, and by the provisions of the By-Laws.
4. The corporate facilities shall be maintained in a smoke free environment.
5. The corporation shall be non-stock, and no dividends or pecuniary profits shall be declared or paid to any of the members, officers, or governors thereof.
ARTICLE II
MEMBERSHIP
1. Eligibility: Any person is eligible to apply for membership in the corporation.
2. Admission: Applicants shall be approved for membership by the Membership Committee and elected to membership by the Board of Governors.
3. Termination: Membership may be terminated under any of the following provisions:
(a) Any member of good standing may resign from the corporation by giving written notice to the Secretary.
(b) Failure to pay dues within sixty (60) days of renewal or acceptance shall result in forfeiture of membership.
(c) Any member whose activities have become inconsistent with the objectives of the corporation may have his or her membership terminated by the Board of Governors after hearing. Due notice of such hearing shall be sent to the member, and opportunity shall be given to such member to appear before said Board prior to and at the time of such hearing.
4. Rights and Equities: No member of the corporation shall have any vested right, interest, or privilege of, in or to the assets, functions or affairs of the corporation. No member shall be individually liable for the debts or obligations of the corporation. No person whose membership shall terminate shall have any right or interest in the property of the corporation, or any privilege in or claim against the corporation pertaining thereto.
ARTICLE III
MEMBERSHIP MEETINGS
1. Annual Meeting: The annual meeting of the membership of this corporation shall be held during the month of February of each year at a date, time and place selected by the President.
2. Special Meetings: Special meetings of the membership shall be held at such date, time and place as requested by the President, or the Board of Governors, or by petition or petitions signed by not less than fifty of the members of good standing.
3. Notice: Members of the corporation shall receive, by mail or e-mail, notice of each annual meeting at least fourteen days prior to the day set for the meeting. Notice of special meetings shall be posted on the Club bulletin board no less than 48 hours prior to such meeting.
4. Quorums: Ten percent of the membership, in person or by proxy, shall constitute a quorum.
ARTICLE IV
BOARD OF GOVERNORS
1. Number and Qualification: The business and affairs of this corporation shall be managed by a Board of Governors composed of nine persons, all of whom shall be members of the corporation.
2. Election of Governors: At each annual meeting of the membership of the corporation three governors shall be elected for a term of three years, and the membership shall elect such additional governors as may be required to complete the unexpired terms of vacancies that may have been created during the previous year. No Governor whose three year term has expired shall succeed himself/herself.
In the event there are more candidates than there are openings on the board of governors, the candidates receiving the most votes will be elected. A simple plurality will suffice. In the event there are both full term and partial term openings on the Board of Governors, the candidates receiving the most votes fill the full term openings and the candidate(s) receiving the next highest number(s) of votes will fill the partial term(s). If the partial terms to be filled are of different terms, the candidate receiving more votes shall serve the longer term.
Any game director, teacher, or person being paid by this Club, that is a member of the bridge Center, is eligible to be a candidate for the Board of Governors. However, upon election, that director, teacher or person being paid by this Club, must give up that activity during his/her term on the Board. Further, the President, when appointing a replacement governor as provided in Section 7 of this Article IV, shall not appoint a game director, teacher, or other person being paid by this Club, unless that person gives up his/her directing, teaching, or other activity. This provision will be applicable to game directors, teachers, and persons being paid by this Club serving on the Board at the time it is enacted by the membership.
3.Removal of Governors:Failure to attend three consecutive meetings without a valid excuse shall constitute cause for the removal of a governor by a two-thirds vote of the Board of Governors.
4. Quorum: Fifty-one percent of the total number of governors in office shall constitute a quorum to transact business. The act of a majority of governors present at a meeting, when a quorum is present, shall constitute an act of the Board of Governors. The President, or President pro-tem, shall not vote except in case of a tie or when a two-thirds vote is required.
Governors present who are required to recuse themselves on specific motions will not be counted in determining a majority for a vote on such motions.
5. Annual meeting: The date, time and place of the annual meeting of the Board of Governors shall be set by the President and shall be held within two weeks following the annual membership meeting. At this time, the governors shall elect a president, vice president, secretary and treasurer. They shall also set the date, time and place of their regular meetings.
6. Regular meetings: The Governors must meet at least four times a year.
7. Special meetings: Special meetings may be called by the President or by four Governors. Notice of the date, time and place of each meeting must be given by the secretary to each governor not less than five days before each meeting, unless such notice shall be waived in advance by the President.
8. Vacancies: The President, with the approval of the Board of Governors, shall fill the vacancies on the Board to serve until the next annual meeting of the membership. Failure to attend three consecutive meetings without a valid excuse shall constitute cause for the removal of a governor by a two-thirds vote of the Board of Governors.
ARTICLE V
OFFICERS
1. Officers: The officers of the Board of Governors shall be the officers of this corporation. The term of office shall be one year, without prohibition of re-election.
2. President: The principal duties of the President shall be to preside at all meetings of the members and the Board of Governors and to have general supervision of the affairs of the corporation.
3. Vice-President: The principal duties of the Vice-President shall be to discharge the duties of the President in the event of absence or disability, for any cause whatsoever, of the President.
4. Secretary: The principal duties of the Secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, affix the seal of the corporation thereto and to such other papers as shall be required or directed to be sealed and to keep a record of the proceedings of the Board of Governors and to safely and systematically keep all books, papers, records, and documents belonging to the corporation, or in any way pertaining to the business thereof, except books and records incidental to the duties of the Treasurer.
5. Treasurer: The principal duties of the Treasurer shall be to keep account of all moneys, credits, and property of any and all nature of the corporation, and to render such accounts, statements, and inventories of all moneys received and any other fiscal matters as shall be required by the Board of Governors.
ARTICLE VI
COMMITTEES
1. Nominating Committee: During October of each year, The President of the Board of Governors will select a Chairperson for the Nominating Committee Prior to the October meeting of the Board of Governors.
That Chairperson with the cooperation of and approval by the Board of Governors will select at least four Naples Bridge Center members to serve on the Nominating Committee. The selectors should strive to include members from the morning, afternoon and evening groups. No more than two Governors may serve on the Committee nor may any Game Director serve. The Committee shall establish “willingness to serve” by nominees before nominating them. The slate of nominees shall be presented to the Board no later than its regularly scheduled December meeting. Following approval of the slate by the board, nominations will be closed. The approved slate of candidates shall be submitted on ballots to the membership with the notice of the annual meeting.
2. Standing Committees: At the first meeting of the Board of Governors or as soon thereafter as practicable, the President shall appoint chairpersons to standing committees; the committees are:
Appeals and Ethics
Budget, Finance and Audit
Building and Grounds
Hospitality
Membership
Publicity
Special Events
The Board shall specify the duties and responsibilities of such committees.
ARTICLE VII
FINANCIAL
1. Fiscal Year: The fiscal year of the corporation shall begin on the first day of January and extend through the 31stday of December.
2. Fees and Dues: The initiation fee, annual dues and game fees shall be determined by the Board of Governors, with a two-thirds majority of the members of the Board present and voting at a duly constituted meeting.
3. Collection: The initiation fee is due and payable at time of application for membership. On or before November 15th of each year, the Secretary shall mail (US mail or e-mail)to each member a statement covering dues payable no later than January 15th, of the ensuing year.
4. Contributions: Contributions for the general support of the corporation or for specific purposes approved by the Board of Governors may be accepted from individuals, corporations or other.
5. Bank Accounts and Other Deposits: All moneys of the corporation, upon approval of the Board of Governors, shall be deposited in local institutions or in reputable, nationally known fund groups.
6. Signatures: All checks and withdrawals shall require the signature of one of the following: Treasurer, President or Managing Director. Two signatures shall be required for checks or withdrawals over $5000.
7. Audit: The financial records of the corporation shall be audited by the Audit Committee at the close of each fiscal year. The report of the Audit Committee shall be presented to the Board of Governors no later than the following March first.
8. Fiscal Restrictions: Membership approval must be obtained to borrow funds in excess of $10,000.
9. This corporation shall indemnify and insure its Governors and Officers to the fullest extent permitted by law now or hereafter.
ARTICLE VIII
ADOPTION, AMENDMENT
These By-Laws shall be deemed adopted when approved by the Board of Governors by a majority vote. These By-Laws, or any part there, may be amended, altered or repealed by vote of the Board of Governors and approved by a majority of members in good standing present or by proxy, at any annual or special meeting of the membership provided, however, the notification of the intent to amend, alter or repeal the By-Laws or any part thereof has been given with notification of such meeting.
Bylaws
NAPLES BRIDGE CENTER
BY-LAWS
Adopted January 24, 1977
Amended December 3, 1982
Amended December 7, 1984
Amended March 2, 1989
Amended December 11, 1989
Amended March 25, 1990
Amended December 3, 1992
Amended December 7, 1995
Amended February 19, 1998
Amended July 31, 2003
Article VII amended April 27, 2006
Articles IV and VI amended December 12, 2006
Articles III and VI amended June 2008
NAPLES BRIDGE CENTER, INC.
BY-LAWS
ARTICLE I
NAME, OBJECTIVES, GOVERNMENT AND GENERAL POLICY
1. Name: This Corporation shall be known as the NAPLES BRIDGE CENTER INC., a non-profit membership Florida corporation, and shall maintain its offices at 5865 Golden Gate Parkway, Naples, Fl. 34116.
2. Objectives: The business and purpose of this corporation shall be to promote, foster and develop among its members the greater knowledge and skills required in the playing of Duplicate Bridge in an atmosphere of friendship and cordiality.
3. Government: The Corporation shall be governed by the Articles of Incorporation, by the provisions of the laws under which it is incorporated, and by the provisions of the By-Laws.
4. The corporate facilities shall be maintained in a smoke free environment.
5. The corporation shall be non-stock, and no dividends or pecuniary profits shall be declared or paid to any of the members, officers, or governors thereof.
ARTICLE II
MEMBERSHIP
1. Eligibility: Any person is eligible to apply for membership in the corporation.
2. Admission: Applicants shall be approved for membership by the Membership Committee and elected to membership by the Board of Governors.
3. Termination: Membership may be terminated under any of the following provisions:
(a) Any member of good standing may resign from the corporation by giving written notice to the Secretary.
(b) Failure to pay dues within sixty (60) days of renewal or acceptance shall result in forfeiture of membership.
(c) Any member whose activities have become inconsistent with the objectives of the corporation may have his or her membership terminated by the Board of Governors after hearing. Due notice of such hearing shall be sent to the member, and opportunity shall be given to such member to appear before said Board prior to and at the time of such hearing.
4. Rights and Equities: No member of the corporation shall have any vested right, interest, or privilege of, in or to the assets, functions or affairs of the corporation. No member shall be individually liable for the debts or obligations of the corporation. No person whose membership shall terminate shall have any right or interest in the property of the corporation, or any privilege in or claim against the corporation pertaining thereto.
ARTICLE III
MEMBERSHIP MEETINGS
1. Annual Meeting: The annual meeting of the membership of this corporation shall be held during the month of February of each year at a date, time and place selected by the President.
2. Special Meetings: Special meetings of the membership shall be held at such date, time and place as requested by the President, or the Board of Governors, or by petition or petitions signed by not less than fifty of the members of good standing.
3. Notice: Members of the corporation shall receive, by mail or e-mail, notice of each annual meeting at least fourteen days prior to the day set for the meeting. Notice of special meetings shall be posted on the Club bulletin board no less than 48 hours prior to such meeting.
4. Quorums: Ten percent of the membership, in person or by proxy, shall constitute a quorum.
ARTICLE IV
BOARD OF GOVERNORS
1. Number and Qualification: The business and affairs of this corporation shall be managed by a Board of Governors composed of nine persons, all of whom shall be members of the corporation.
2. Election of Governors: At each annual meeting of the membership of the corporation three governors shall be elected for a term of three years, and the membership shall elect such additional governors as may be required to complete the unexpired terms of vacancies that may have been created during the previous year. No Governor whose three year term has expired shall succeed himself/herself.
In the event there are more candidates than there are openings on the board of governors, the candidates receiving the most votes will be elected. A simple plurality will suffice. In the event there are both full term and partial term openings on the Board of Governors, the candidates receiving the most votes fill the full term openings and the candidate(s) receiving the next highest number(s) of votes will fill the partial term(s). If the partial terms to be filled are of different terms, the candidate receiving more votes shall serve the longer term.
Any game director, teacher, or person being paid by this Club, that is a member of the bridge Center, is eligible to be a candidate for the Board of Governors. However, upon election, that director, teacher or person being paid by this Club, must give up that activity during his/her term on the Board. Further, the President, when appointing a replacement governor as provided in Section 7 of this Article IV, shall not appoint a game director, teacher, or other person being paid by this Club, unless that person gives up his/her directing, teaching, or other activity. This provision will be applicable to game directors, teachers, and persons being paid by this Club serving on the Board at the time it is enacted by the membership.
3. Removal of Governors: Failure to attend three consecutive meetings without a valid excuse shall constitute cause for the removal of a governor by a two-thirds vote of the Board of Governors.
4. Quorum: Fifty-one percent of the total number of governors in office shall constitute a quorum to transact business. The act of a majority of governors present at a meeting, when a quorum is present, shall constitute an act of the Board of Governors. The President, or President pro-tem, shall not vote except in case of a tie or when a two-thirds vote is required.
Governors present who are required to recuse themselves on specific motions will not be counted in determining a majority for a vote on such motions.
5. Annual meeting: The date, time and place of the annual meeting of the Board of Governors shall be set by the President and shall be held within two weeks following the annual membership meeting. At this time, the governors shall elect a president, vice president, secretary and treasurer. They shall also set the date, time and place of their regular meetings.
6. Regular meetings: The Governors must meet at least four times a year.
7. Special meetings: Special meetings may be called by the President or by four Governors. Notice of the date, time and place of each meeting must be given by the secretary to each governor not less than five days before each meeting, unless such notice shall be waived in advance by the President.
8. Vacancies: The President, with the approval of the Board of Governors, shall fill the vacancies on the Board to serve until the next annual meeting of the membership. Failure to attend three consecutive meetings without a valid excuse shall constitute cause for the removal of a governor by a two-thirds vote of the Board of Governors.
ARTICLE V
OFFICERS
1. Officers: The officers of the Board of Governors shall be the officers of this corporation. The term of office shall be one year, without prohibition of re-election.
2. President: The principal duties of the President shall be to preside at all meetings of the members and the Board of Governors and to have general supervision of the affairs of the corporation.
3. Vice-President: The principal duties of the Vice-President shall be to discharge the duties of the President in the event of absence or disability, for any cause whatsoever, of the President.
4. Secretary: The principal duties of the Secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, affix the seal of the corporation thereto and to such other papers as shall be required or directed to be sealed and to keep a record of the proceedings of the Board of Governors and to safely and systematically keep all books, papers, records, and documents belonging to the corporation, or in any way pertaining to the business thereof, except books and records incidental to the duties of the Treasurer.
5. Treasurer: The principal duties of the Treasurer shall be to keep account of all moneys, credits, and property of any and all nature of the corporation, and to render such accounts, statements, and inventories of all moneys received and any other fiscal matters as shall be required by the Board of Governors.
ARTICLE VI
COMMITTEES
1. Nominating Committee: During October of each year, The President of the Board of Governors will select a Chairperson for the Nominating Committee Prior to the October meeting of the Board of Governors.
That Chairperson with the cooperation of and approval by the Board of Governors will select at least four Naples Bridge Center members to serve on the Nominating Committee. The selectors should strive to include members from the morning, afternoon and evening groups. No more than two Governors may serve on the Committee nor may any Game Director serve. The Committee shall establish “willingness to serve” by nominees before nominating them. The slate of nominees shall be presented to the Board no later than its regularly scheduled December meeting. Following approval of the slate by the board, nominations will be closed. The approved slate of candidates shall be submitted on ballots to the membership with the notice of the annual meeting.
2. Standing Committees: At the first meeting of the Board of Governors or as soon thereafter as practicable, the President shall appoint chairpersons to standing committees; the committees are:
Appeals and Ethics
Budget, Finance and Audit
Building and Grounds
Hospitality
Membership
Publicity
Special Events
The Board shall specify the duties and responsibilities of such committees.
ARTICLE VII
FINANCIAL
1. Fiscal Year: The fiscal year of the corporation shall begin on the first day of January and extend through the 31st day of December.
2. Fees and Dues: The initiation fee, annual dues and game fees shall be determined by the Board of Governors, with a two-thirds majority of the members of the Board present and voting at a duly constituted meeting.
3. Collection: The initiation fee is due and payable at time of application for membership. On or before November 15th of each year, the Secretary shall mail (US mail or e-mail) to each member a statement covering dues payable no later than January 15th, of the ensuing year.
4. Contributions: Contributions for the general support of the corporation or for specific purposes approved by the Board of Governors may be accepted from individuals, corporations or other.
5. Bank Accounts and Other Deposits: All moneys of the corporation, upon approval of the Board of Governors, shall be deposited in local institutions or in reputable, nationally known fund groups.
6. Signatures: All checks and withdrawals shall require the signature of one of the following: Treasurer, President or Managing Director. Two signatures shall be required for checks or withdrawals over $5000.
7. Audit: The financial records of the corporation shall be audited by the Audit Committee at the close of each fiscal year. The report of the Audit Committee shall be presented to the Board of Governors no later than the following March first.
8. Fiscal Restrictions: Membership approval must be obtained to borrow funds in excess of $10,000.
9. This corporation shall indemnify and insure its Governors and Officers to the fullest extent permitted by law now or hereafter.
ARTICLE VIII
ADOPTION, AMENDMENT
These By-Laws shall be deemed adopted when approved by the Board of Governors by a majority vote. These By-Laws, or any part there, may be amended, altered or repealed by vote of the Board of Governors and approved by a majority of members in good standing present or by proxy, at any annual or special meeting of the membership provided, however, the notification of the intent to amend, alter or repeal the By-Laws or any part thereof has been given with notification of such meeting.
ARTICLE IX
DISTRIBUTION OF ASSETS UPON DISSOLUTION
No person, firm or corporation shall ever receive any dividends or profits from the undertaking of this corporation and upon dissolution of this organization, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under Section 501 © (3) of the Internal Revenue Code, or to the Federal government, for a public purpose, and none of any assets will be distributed to any member, Officer or Trustee of this corporation.
END OF BY-LAWS