BY-LAWS

BY-LAWS

DISTRICT SEVEN

OF THE

AMERICAN CONTRACT BRIDGE LEAGUE

(as amended as of June 17, 1995)

ARTICLE ONE

Organization

(a) This organization shall be known as District Seven of the American Contract Bridge League, and is hereinafter referred to as the District.

(b) The District is a subsidiary of the American Contract Bridge League, hereinafter referred to as the ACBL; recognizes the ACBL as the parent organization, having authority and control over tournament bridge in the United States; exists under the sanction of the ACBL; and functions within the Constitution, By-Laws, and regulations of the ACBL.

(c) The geographical area within which the District shall operate shall be such area as is assigned to it by the Board of Directors of the ACBL, as the same may be modified from time to time.

(d) The principal office of the District shall be such place within the geographical area of the District as the Board of Directors may designate from time to time.

ARTICLE TWO

Objectives

The objectives of the District shall be:

(a) to promote participation in competitive contract bridge;

(b) to cooperate with and assist the ACBL in the promotion and conduct of contract bridge tournaments;

(c) to schedule and conduct all Regional Tournaments allocated to the District, and to prescribe rules of eligibility and conduct for participation therein;

(d) to assist in the scheduling and coordination of tournaments within the District and adjacent Districts;

(e) to consider and deal with reports of unethical or improper conduct of participants in tournaments, and to bar or suspend persons guilty of such conduct from further participation;

(f) to conduct any and all other activities that may be in keeping with its principal objectives.

ARTICLE THREE

Membership

Each ACBL Unit which is within the geographical area of the District shall be a member of the District without the requirement of any petition or formal action on the part of such Unit, and shall remain a member until such time as the Unit ceases to be within the geographical area of the District.

ARTICLE FOUR

Board of Directors

(a) Except as otherwise provided herein, the affairs of the District shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon the Board by these By-Laws, the Board may exercise all such powers of the District and do all such acts and things as are not by the Constitution, By-Laws, or regulations of the ACBL or by these By-Laws, directed or required to be exercised or done by the member Units.

(b) The Board shall be authorized to delegate to a conference or other organization such of its powers and authority as it may deem necessary or desirable for the administration and operation of the affairs of the District. Any such delegation shall be accomplished pursuant to resolution duly adopted by the Board, which shall provide therein the term of such delegation, the scope of the powers and authority so delegated, the manner in which and the terms upon which such delegation may be terminated, and such other matters as may be agreed upon which are not inconsistent with the Constitution, By-Laws, or regulations of the ACBL, or with these By-Laws. No such delegation of powers and authority shall be for a term longer than one (1) year; provided, however, that the Board, in its resolution establishing any such delegation, may provide that such delegation shall be automatically renewed for successive periods of one year unless expressly terminated by the Board.

(c) Each Unit shall elect one representative to the Board for each two hundred fifty (250) members or major fraction thereof of such Unit; provided, however, that each member Unit shall be entitled to elect at least one representative to the Board; and further provided that no single Unit may have more representatives on the Board than one less than the total number of representatives allocated to all other member units.

(d) For the purpose of determining the representation of member Units on the District Board, the membership of each Unit for a given year shall be determined by its membership as recorded with the ACBL on December 31 of the preceding year.

(e) The representatives of each member Unit shall be selected by that Unit. The president of the District shall be notified in writing of the representatives so selected.

(f) The term of office of each Unit Representative to the Board shall be one (1) year, unless he shall sooner resign, or shall be removed by the Unit he represents, or otherwise disqualified. The term "year" as used herein shall mean the period from the adjournment of one Annual Meeting until the adjournment of the next Annual Meeting of the Board. Each Unit Representative shall continue to serve until the term for which he was elected shall have expired, and until his successor shall have been duly elected and qualified.

(g) In the event of the death, resignation, removal, or other disqualification of a Unit Representative to the Board, his successor shall be appointed by the President of such Unit and shall hold office for the remainder of the unexpired term of his predecessor.

(h) The District Representative to the National Board of Directors of the ACBL shall also be a member of the Board with full voting rights.

(I) In addition to the powers granted by other provisions of these By-Laws, the Board of Directors shall have the following powers and duties:

(1) to acquire, hold, administer, maintain, and dispose of all property of the District;

(2) to appropriate the funds of the District for the purpose set forth in these By-Laws;

(3) to hire and discharge employees and to supervise their conduct and fix their compensation;

(4) to audit all receipts and disbursements of the District;

(5) to conduct, manage, supervise, and control all of the business of the District, including, but not limited to, the conduct of tournaments, the selection of all dates and locations for holding such tournaments, and the making of all contracts in connection therewith;

(6) to censure, suspend, expel, or otherwise discipline any member of the District or any member Unit in accordance with ACBL Regulations.

ARTICLE FIVE

Meetings of the Board of Directors

(a) The Annual Meeting of the Board of Directors shall be held during the third quarter of the calendar year at a time and place to be specified by the Board.

(b) Special meetings of the Board, for any purpose or purposes, may be called at any time by the President, and shall be called by the President or Secretary when so directed by the Board, or at the request in writing of one-half (½) or more of the members of the Board. Such request shall state the purpose of the proposed meeting.

(c) Written notice of each meeting of the board, whether annual or special, shall be given to the president of each Unit at least fifteen (15) days prior to the date of such meeting. Notice of any special meeting of the Board shall state the purpose or purposes for which the meeting is called.

(d) If a Unit Representative is unable to attend any meeting of the Board, he may designate in writing, directed to the Board, an alternate to attend in his place. Such alternate shall have full voting rights.

(e) A quorum for the transaction of business at any meeting of the Board of Directors for which proper notice has been given, shall consist of 15 members of the Board, provided that at least one representative from three of the four states which comprise the District are present. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which the adjournment is taken.

(f) Members of the Board may be allowed such compensation for attendance at regular or special meetings of the Board as may be from time to time determined by resolution of the Board; provided, however, that a complete itemization of all compensation received by each member of the Board, whether in cash or otherwise, shall be furnished to the Board of Directors or other governing body of each member Unit at least quarterly.

ARTICLE SIX

Officers

(a) The officers of the District shall be a President, a Vice-President, a Secretary, and a Treasurer.

(b) The officers of the District shall be elected bi-annually by the Board. The election of officers shall take place at the Annual Meeting of the Board. The term of office of each officer shall be two (2) years, unless he shall sooner resign, or shall be removed, or otherwise disqualified. The term of each officer shall begin on the Tuesday following Labor Day in odd-numbered years. Each officer shall continue to serve until the term for which he was elected shall have expired, and until his successor shall have been duly elected and qualified.

(d) Any officer may be removed from office, with or without cause, by vote of two-thirds (2/3) of the members of the Board. Any officer may resign at any time by giving written notice to the Board. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

(e) In the event of the death, resignation, removal, or other disqualification of an office, except for the President, who shall be succeeded by the Vice-President as provided for in Article 6-g, his successor shall be elected by the Board and shall serve for the remainder of the unexpired term.

(f) The duties of the President shall be as follows:

(1) to preside at all meetings of the Board;

(2) to prepare an annual report on the affairs of the District to be presented at the Annual Meeting of the Board;

(3) to see that all orders and resolutions of the Board are carried into effect;

(4) to perform such other duties and responsibilities as may be assigned to him by the officers or the Board of Directors of the ACBL or by the Board of Directors of the District, and all actions necessary to implement the provisions of these By-Laws.

(g) The duties of the Vice-President shall be as follows:

(1) to perform the duties of the President in the absence of the President or in the event of his inability or refusal to act; in so acting, the Vice-President shall have all the powers and be subject to all the restrictions upon the President;

(2) to perform such other duties as may be assigned to him from time to time by the President or by the Board;

(3) to become President and complete the term of office to which the President was elected in the event of the President's death, resignation, removal, or other disqualification.

(h) The duties of the Secretary shall be as follows:

(1) to attend all meetings of the Board and to record all votes and the minutes of all proceedings in books to be kept for that purpose, and to perform like duties for the committees of the District;

(2) to give, or cause to be given, any notice required to be given of any meetings of the Board;

(3) to conduct all correspondence with ACBL, the member Units, and all other persons and organizations having official business with the District, and to conduct all unofficial correspondence;

(4) to perform such other duties as may be assigned to him from time to time by the President or by the Board.

(I) The duties of the Treasurer shall be as follows:

(1) to have charge of and be responsible for the receipt, custody, safekeeping, and disbursement of all District funds in accordance with the instructions of the President or the Board;

(2) to prepare and maintain any and all financial data as may be requested by the Board;

(3) to perform such other duties as may be assigned to him from time to time by the President or by the Board.

(j) The compensation of all officers of the District shall be fixed by the Board.

ARTICLE SEVEN

Nominations and Elections

(a) Prior to the annual meeting of the Board of Directors, the Nominating Committee shall meet to prepare a slate of officers. The Nominating Committee shall consist of three (3) members. The immediate Past President of District 7 (or, alternatively, a Past President of District 7) shall be a member of said Committee and serve as chairman. The other members shall be:

(1) the District Representative to the National Board of Directors of the ACBL;

(2) one member of the District to be selected at large by the President of District 7.

(b) The Chairman of the Nominating Committee may appoint a replacement from within the members of the District for any member of the Nominating Committee unable to attend the nominating meeting.

(c) The Nominating Committee shall prepare a slate of officers to be placed in nomination at the annual meeting of the Board of Directors.

(d) Any member of the District desiring to run for office may place his name in nomination by advising the President of the District in writing. Such person shall be considered duly nominated if his nomination receives a second at the Annual Meeting of the Board of Directors.

(e) Elections shall be held at the Annual Meeting of the Board of Directors by a majority vote of eligible members present.

ARTICLE EIGHT

Committees

(a) There shall be an Executive Committee of the Board of Directors composed of the following members: the President, the Vice-President, the Secretary, the Treasurer, and the District Representative to the National Board of Directors of the ACBL. The Executive Committee may exercise all of the powers of the Board of Directors in the administration and operation of the affairs of the district between meetings of the Board; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board that by its terms shall not be subject to repeal by the Executive Committee; and further provided that the Executive Committee shall not have the authority of the Board with respect to amendment of the By-Laws. The Executive Committee shall act by majority vote of its members, and my transact its business by telephone or by correspondence if such is unanimously approved by its members. The Executive Committee shall report to each meeting of the Board the actions taken since the last meeting.

(b) The District shall not have any standing committees, but will have such committees as the President shall determine necessary to carry out its functions.

(d) The members of all committees of the District shall be appointed by the President with the approval of the Board. Each committee shall elect a chairman from among its members.

(e) Each committee member shall serve until the adjournment of the Annual Meeting following his appointment unless he shall sooner resign, or shall be removed or otherwise disqualified.

(f) Any committee members may be removed, with or without cause, by vote of two-thirds of the members of the Board. Any committee member may resign at any time by giving written notice to the Board. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

(g) In the event of the death, resignation, removal, or other disqualification of a committee member, his successor shall be appointed by the President with the approval of the Board, and shall serve for the remainder of the unexpired term of his predecessor.

(h) The compensation of members of committees of the District shall be fixed by the Board.

ARTICLE NINE

Miscellaneous

(a) The District books of account shall be kept on a fiscal year basis, and shall be closed and balanced at the end of each fiscal year. The Fiscal year of the Unit shall begin on July 1 and end on June 30.

(b) Annually and as of the end of the fiscal year, an audit shall be made of all the funds, property, and accounts of the District. The annual audit report shall be delivered to the Board for their consideration at the Annual Meeting.

(c) All funds of the District shall be deposited in the name and to the credit of the District in a bank or banks designated by the Board. Withdrawals from such accounts shall be made only by checks or vouchers signed by any two persons covered by the blanket fidelity bond obtained by the District unless the Board shall provide otherwise.

(d) A blanket fidelity bond shall be obtained to cover all officers, employees, or other persons handling the funds of the District, unless the Board shall provide otherwise, which bond shall be payable to the District, in such amounts as the Board shall determine from time to time.

(e) Whenever under the provisions of these By-Laws, notice is required to be given to any officer or director of the District, such notice may be given by personal notice, or by mail. If notice is given by mail, such notice shall be directed to the officer or director at his post office address last shown on the records of the District. Whenever under the provisions of these By-Laws, notice is required to be given to any member Unit, such notice shall be given to the president or secretary of such Unit.

(f) The conduct of all proceedings of the Board of Directors and of all committees of the District shall be governed by Roberts' Rules of Order (latest edition) when not in conflict with these By-Laws.

ARTICLE TEN

Amendments

(a) The By-Laws of the District may be amended and new By-Laws adopted at any annual or special meeting of the Board.

(b) Amendments may be proposed by any member of the Board and submitted to the Secretary at least 45 days in advance of any Regular or Special Meeting of the Board. The Secretary shall include the proposed amendment(s) on the agenda distributed for the next meeting and enclose a copy of the proposed amendment(s). The Secretary shall distribute that notice under the same provisions as the notice required for each meeting of the Board as provided for in Article 5-c of these By-Laws.

(d) If a quorum is present, the affirmative vote of two-thirds (2/3) of all members present and voting shall be required to pass any amendment.

(e) One copy of any amendment shall be attached to these By-Laws, and one copy shall be filed with the national office of the ACBL.

ARTICLE ELEVEN

Effective Date

The foregoing By-Laws shall supersede all previous By-Laws and shall become the official By-Laws of District Seven of the American Contract Bridge League upon adoption by the Boards of Directors or other governing bodies of Units entitled to cast three/fourths (3/4) of the votes for the District Representative to the National Board of Directors of the ACBL. Such adoption shall be evidenced by the signature of the By-Laws by the President of each adopting Unit. A copy of these By-Laws shall be filed with the national office of the ACBL.

END

Note:

According to records available to me, the foregoing By-Laws were first adopted by District 7 in 1975 and subsequently revised on October 10, 1978, on September 1, 1985, on April 16, 1994, on December 10, 1994, on April 29, 1995, and on June 17, 1995.

Michael J. Kovacich

Vice-President and

Chairman, By-Laws Committee

Notes to District 7 By-Laws:

In July of 1996, the District 7 By-laws were amended by changing Article IV Section h to provide “The District 7 Representative to the National Board of Directors of the ACBL, his or her first and second alternates, and three members of the ACBL Board of Governors shall also be members of the Board with fill voting rights.” This amendment added the alternates and members of the Board of Governors.

See also policy of September 1996 as to election of representatives to MABC.