BY-LAWS PASADENA - SAN GABRIEL UNIT NO. 559 AMERICAN CONTRACT BRIDGE LEAGUE (New ByLaws are pending.) The unit is the chartered representative of the American Contract Bridge League, has jurisdiction over organized competitive bridge in the western San Gabriel Valley, and is subject to the By-Laws and Regulations of the League. The unit acting as the chartered representative of the American Contract Bridge League and in the conduct of its objectives shall operate as a non-profit organization. OBJECTIVES The objectives of the organization shall be: A. To preserve and promote the best interest of competitive contract bridge and any modifications thereof. B. To cooperate with and assist the League in the promotion and conduct of contract bridge tournaments. C. To promote the development and organization of affiliated clubs within the Unit. D. To assure the pleasure of participants in events under its jurisdiction by requiring high standards of ethics and proper conduct of participants. E. To conduct such activities as may be in keeping with its principal objectives. ARTICLE I - MEMBERSHIP A. Membership in the Unit shall consist of all individuals who are members in good standing of the League and assigned to it by the League. B. The Unit shall accept application for membership from any person residing within the designated area of the Unit and may accept application from any person residing within District 23 of the League. (Los Angeles County) ARTICLE II - MEMBERSHIP MEETINGS A. A regular meeting of the members shall be held each year. (January 1 to December 31) B. Special meetings of the members may be called at any time by the Board of Directors or by the President upon ten (10) clays written notice to all members. The notice of any special meeting shall contain an agenda of the matters to be taken up at such meeting. C. A quorum for the transaction of business at any annual or special meeting shall consist of fifty (50) members. ARTICLE III - UNIT BOARD OF DIRECTORS A. Number of Directors The affairs of the Unit shall be managed and conducted by the Board of Directors, which shall consist of twelve (12) members, all of whom must be members of the unit. B. Term of Office 1. Each Director shall hold office for a period of two years commencing at the election held at the Annual Membership Party (January 1 to February 28), and shall continue to hold office until his successor shall have been duly elected. 2. Election of Directors shall take place annually in either January or February with six (6) Directors elected each year. C. Nominations 1. The Hoard of Directors, at least thirty (30) days prior to the date of election, shall select a Nominating Committee, composed of five (5) persons, a majority of whom shall not be members of the current Board of Directors. Said Nominating Committee shall prepare a slate of Directors to be place in nomination by it. 2. The names of the persons nominated as Directors by the Nominating Committee shall be made known to the members at least twenty (20) days prior to the election date. 3. Additional nominations may be made by the membership, but such nominations must be in writing, signed by at least ten (10) members and must be mailed to the Secretary of the Unit within ten (10) days after giving notice as provided in 2. above. 4. When there are several playing areas within the Unit, each playing area should have representation on the Board approximately in the same proportion as membership in the area bears to the total membership in the Unit. D. Elections Elections shall be conducted at the annual meeting. At this time, the Nominating Committee will present a slate of six proposed new officers for election to the Board of Directors. There will be no voting by mail. Each qualified member attending shall be entitled to one vote for each Director to be elected. If the nominees exceed the number of six positions to be filled an election by ballot will be held. E. Vacancies Any vacancy on the Board of Directors may be filled by the Board of Directors and the persons so appointed shall hold office during the unexpired term. F. Meetings The Board of Directors shall hold a minimum of ten (10) meetings a year, The first of which shall be immediately after the annual election for the purpose of transaction of such business as may come before it. The Secretary shall call a meeting of the Board oi Directors at the request of the President or upon request in writing of six (6) of its members. G. Quorum A quorum of the Board of Directors for the transaction of business shall consist of not less than six (6) Directors. H. Powers and Duties In addition to the powers granted by other provisions of these By-Laws and the Laws of the State of California, the Board of Directors shall have the following powers and duties: . 1. To acquire, hold, administer, maintain and dispose of all the property of the Unit. 2. To appropriate the funds of the Unit for the purpose set forth in these By-laws. 3. To hire and discharge employees and to supervise their conduct and to fix their compensation. 4. To audit all receipts and disbursements of the Unit. 5. To conduct, manage, supervise and control all of the business of the Unit, included 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 therewith. 6. To censure, suspend, expel or otherwise discipline any member. But no member shall be censured, suspended, expelled or otherwise disciplined until he has been furnished with written charges, to which he has had time to reply or until after a hearing of which he has received reasonable notice. He may be represented by counsel. Disciplinary action by the Unit may be appeaaled to the National Board of Directors. The right of a member against whom charges are pending to play in tournaments during such pendency shall not be affected unless otherwise directed by the Board. ARTICLE IV - UNIT OFFICERS A. Number The officers of the Unit shall consist of a President, a Vice-President, a Secretary, A Treasurer, and an Assistant Treasurer. B. Election Each new Board of Directors shall elect all officers at its first meeting, and the persons elected shall hold office for one year or until their successors have been duly elected. C. Vacancies Vacancies due to death, resignation, or other cause shall be filled by the Board of Directors. The duties of the officers shall be as outlined in the By-laws of the American Contract Contract Bridge League. E. President No person shall serve as President for more than two consecutive terms of office. ARTICLE V - IMPEACHMENT Any officer or Director may be removed for cause at any meeting of the Board of Directors provided two-thirds of those present constituting a quorum shall so vote. Any officer or Director against whom impeachment charges shall be brought shall be notified in writing, by registered mail, of the charges against him, at least ten (10) days prior to the meeting and shall be given the opportunity to be heard before the Board of Directors and to be represented by counsel of his own choosing. The action taken by the Board of Directors shall be conclusive and final. ARTICLE VI - AMENDMENTS TO THE BY-LAWS Amendments to the By-laws may be made by the members of the Unit upon petition signed by at least fifty (50) members and submitted to the Secretary at least thirty (30) days in advance of the annual meeting or any special meeting called for the purpose; or upon petition signed by at least six (6) members of the Board of Directors. It shall be the duty of the Secretary to incorporate the text of the proposed amendment in the notice of the meeting. The concurrence of two-thirds of all members present and voting shall be required to pass an amendment.