BY-LAWS OF THE MANITOBA CONTRACT BRIDGE LEAGUE INC

ACBL UNIT 181

ARTICLE 1 - GENERAL
1-1 The Manitoba Contract Bridge League Inc, hereinafter referred to as the Unit, is a not-for-profit organization within the American Contract Bridge League (ACBL). It is managed and organized by volunteers in the interests of bridge players. It operates under the Regulations and By-laws of the ACBL, its District 2, and the authority vested in the Canadian Bridge Federation (CBF). The fiscal year of the Unit is January 1 to December 31. The Unit is incorporated under the Manitoba Corporations Act.

ARTICLE 2 - PURPOSE AND RESPONSIBILITIES
2-1 The purpose of the Unit and its responsibilities are to:
a. Participate in and support ACBL and CBF activities;
b. Preserve, promote and stimulate the best interests of contract bridge;
c. Prescribe Conditions of Contest for tournaments under its jurisdiction;
d. Encourage the highest standards of conduct and ethics by its members;
e. Support the enrollment of bridge players in the ACBL and CBF; and
f. Support the ACBL and CBF charity programs.

ARTICLE 3 - HEAD OFFICE AND JURISDICTION
3-1 The head office of the Unit shall be in the City of Winnipeg, in the Province of Manitoba, Canada, at such address therein as the Board of Directors of the Unit may from time to time decide.
3-2 The geographical area over which the Unit will have jurisdiction shall be an area assigned to it by the Board of Directors of the ACBL, currently all of the Province of Manitoba south of the 53rd parallel of latitude.

ARTICLE 4 - MEMBERSHIP
4-1 Membership in the ACBL carries with it membership in the CBF and the Unit provided the conditions of paragraph
4-3 have been satisfied.
4-2 Any person residing within the jurisdiction of the Unit is eligible for membership.
4-3 In accordance with the provisions of paragraph 4-1, a person shall become and remain a Unit 181 member in good standing As long as:
a. Residence is within the jurisdiction of the Unit;
b. ACBL dues are paid in accordance with the Regulations of the ACBL; or,
c. Membership in the ACBL or the Unit is not suspended in accordance with the Regulations established by the ACBL and the Unit.

ARTICLE 5 - DUES
5-1 Annual dues shall be in the amount fixed by the ACBL.
This provision does not preclude Unit clubs from assessing club membership dues.

ARTICLE 6 - BOARD ORGANIZATION
6-1 The affairs of the Unit shall be conducted and managed by an elected Board of not less than eight or more than twelve Board Members all of whom must be active members of the Unit. All Board members will be elected at the Annual General Meeting of the Unit. In the event that there are insufficient (less than eight) Board Members, a Special General Meeting will be called to fulfill the Board requirements. Only paid-up ACBL members will be allowed to vote to elect members to the Board. Within 15 days of the Annual General Meeting, the Board will appoint, from within, an Executive Committee composed of a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. The immediate Past President will also be a member of the Executive Committee. The new Board will take office at that time. In addition:
a. The Unit Chief Director is an ex-officio non voting members of the Board; and
b. Each ACBL franchised Club within the Unit is entitled to appoint a non-voting representative(s) to attend Board meetings.
6-2 ACBL employees are precluded from serving on the Board but may be utilized as non-voting ex-officio advisory members.
6-3 The Board will hold office for a one year term or until a succeeding Board is elected.
6-4 The Unit President may hold office for a maximum of four consecutive years.
6-5 With the exception of the of the office of Past President, if any of the Board positions becomes vacant for any reason, the Board may appoint a new member by resolution as soon as possible to fulfill the balance of the term. Normally the First Vice President will immediately succeed the President.
6-6 If the President or either Vice President is not available to preside at any meeting that they would normally chair, the Board will appoint one of their members to preside over such meeting.
6-7 The Board will manage the affairs of the unit in accordance with the By-laws including:
a. Acquire, hold, administer, maintain, and if necessary, dispose of all Unit property in accordance with ARTICLE 14;
b. Appropriate the funds of the Unit for the purposes set forth in these By-laws;
c. Hire, discharge, and supervise the conduct of any employees and fix their compensation;
d. Provide for an audit or a non-audit review of all receipts and disbursements of the Unit;
e. Conduct, control, manage and when necessary supervise all of the business of the Unit including, but not limited to, the conduct of tournaments and the contractual arrangements and requirements therewith; and f. Censure, suspend, expel or otherwise discipline any member.
6-8 With respect to paragraph 6.7 f, members shall not be disciplined in any way until they have been furnished with written charges 30 days in advance of the disciplinary hearing date. They may be represented by legal counsel at their own cost. The President of the Unit is to be notified in writing 15 days prior to the hearing if the appellant intends to be represented by legal counsel. Disciplinary action by the Unit may be appealed to the ACBL National Board of Directors. The right of a member against whom charges are pending to play in tournaments will not be affected unless otherwise directed by the Unit Board after consultation with the ACBL.

ARTICLE 7 - BOARD CONTRACTURAL ARRANGEMENTS AND INDEMNIFICATION
7-1 No Board Member shall be disqualified from office for contracting with the Unit. No Board Member contracting with the Unit shall be liable to account to the Unit for any profit realized by such contract or arrangement. No contract with the Unit shall be entered into by a Board Member, Appointee or an ordinary member without Board approval.
7-2. Every Board Member of the Unit or other person who has undertaken or is about to undertake any liability on behalf of the unit or any company controlled by it, and their heirs, executors and administrators, and estate and effects, respectfully, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the unit, from and against;
a. All costs, charges and expenses which such Board Member or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
b. All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

ARTICLE 8 - BANKING ARRANGEMENTS, AUTHORITIES, CONTRACTS
8-1 The banking business of the Unit shall be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time. All such banking business, or any part thereof, shall be transacted on behalf of the Unit, by such one or more Board Members and/or other persons as the Board may designate, direct or authorize from time to time. The Board may not borrow money without the approval of a quorum of 60 percent of the general members present at a special meeting called for that purpose.

ARTICLE 9 - MEETINGS OF THE BOARD AND EXECUTIVE COMMITTEE
9-1 The Board will hold a minimum of four Board meetings each calendar year, one of which should be held in conjunction with a Sectional or Regional tournament or special event which Unit members attend. All meetings will be held pursuant to regulations established by the Board. The Secretary will call the meetings of the Board at the request of the President or upon the stated request of three or more Board members.
9-2 Special meetings of the Board may be called by the President or by petition signed by three or more members of the Board. The request for a special meeting must clearly state in writing the nature of the matter to be considered. Notice of the time and place shall be given by the Secretary at least ten days before such meeting. The special meeting agenda will include only the matter to be discussed, no other business shall be acted upon. After the adjournment of a special meeting, conditions and time availability permitting, a regular meeting may be convened provided this intent has been advertised.
9-3 A quorum of the Board for the transaction of any business at any regular or special meeting will consist of not less than 50% of the Board. Proxy votes will not be permitted.
9-4 The Executive Committee may meet at any time and place at the request of the President or three members of the Executive Committee. This committee is empowered to act for the Board when an emergency Board meeting is not practical. Normally, a quorum of the Board is required to ratify decisions reached at any Executive Committee meeting.

ARTICLE 10 - UNIT GENERAL MEETING (S)
10-1 There will be at least one General meeting per year. If only one such meeting is planned it shall be specified as the Annual General Meeting. The President will fix the time and place of such meeting and ensure that all Board Members and all Club Managers in the Unit have a minimum of 15 days prior notice.The Board will make all reasonable effort to notify the Unit membership. A quorum for the transaction of business at a General Membership Meeting shall consist of 10 Unit members.
10-2 Special General meetings may be called at the request of the President, three members of the Board or by petition of 40 Unit members to consider a specific matter. The request must be sent to the President and clearly state the nature of the business to be discussed. Notice of the time and place of any Special General Meetings will be given to all members of the Board and all Club Managers a minimum of 15 days prior to the meeting. The agenda will be restricted to the special matter(s) to be discussed. No other business will be acted upon. A quorum for the transaction of business at any special or general membership meeting shall consist of ten Unit members. The Board will make all reasonable effort to notify the Unit membership of the meeting. Proxy votes shall not be allowed.

ARTICLE 11 - UNIT BOARD ELECTION PROCEDURES
11-1 At least two months before the slate of candidates is to be placed before the Unit membership at the Annual General Meeting, the President will appoint a Nominating Chair, usually the Past President, and two non-Board Unit members in good standing, to conduct the selection of nominees for election to the Board. The Board may also submit the names of candidates to the Nominating Committee up to fifteen days before the election date. The consent of all nominees, must be obtained before their names are placed on the ballots. The list of nominees will be made available, along with the notice of the Annual General Meeting, to all Board members and Unit Club Managers a minimum of ten days before the election date. Additional nominations may be made from the floor at the Annual General Meeting. The Nominating Committee will be responsible for preparing ballots, adding the names of any candidates nominated from the floor, confirming voter eligibility, counting ballots, and generally overseeing the election process. If the slate of candidates is uncontested, it may be ratified directly by the membership. The Membership Secretary will provide a list of voting members to the Nominating Committee at least four days prior to the Annual General Meeting. Proxy votes will not be permitted.

ARTICLE 12 - COMMITTEES
12-1 The President shall appoint such committees as may be necessary to perform the functions of the Unit including, but not limited, to those listed below. Standing committees shall be appointed with the approval of the Board.
" Appeals
" Conduct and Ethics
" Recorder
" Membership
" Tournaments and Special Events
" Publicity
" Web Site
" Special Ad-hoc committees

ARTICLE 13 - REMOVAL AND IMPEACHMENT OF BOARD MEMBERS.
13-1 Any Member of the Board may be removed for cause at a Special Meeting of the Board, provided two-thirds of those present, constituting a quorum, so vote. Any Board Member against whom impeachment charges are being brought, will be notified of the charges in writing, by registered mail, at least ten working days prior to the meeting, and shall be given the opportunity to be heard before the Board. Members charged may be represented by counsel of their own choosing at their own expense. Absence from three consecutive meetings without notification may result in the removal of a Board Member.

ARTICLE 14 - DISSOLUTION OF THE UNIT.
14-1 If the dissolution of the Unit is proposed for any reason, the Board shall provide thirty days written notice to all Board members, all Club Managers within the Unit and, if affordable, to all Unit members in good standing and call a Special General Meeting to consider the causes, ramifications and options. Should it subsequently be moved and passed that the Unit will be dissolved, the Board President shall:
a. Notify ACBL Headquarters, the CBF and District 2 within ten days;
b. Commence the discharge of all outstanding liabilities 30 days after the ACBL, the CBF and District 2 have been notified;
c. Dispose of all tangible Unit property at the discretion of the Board; and,
d. On completion of the above action, contribute all of the remaining cash assets to the CBF Charitable Fund in the name of the Unit.

ARTICLE 15 - BY-LAWS AMENDMENT PROCEDURES
15-1 Amendments to the By-laws may be made by the members of the Unit upon petition signed by at least 40 members and submitted to the secretary at least 30 days in advance of the Annual or any Special Meeting called for the purpose, or upon petition by at least two-thirds of the Board. 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 any amendment. Proxy votes will not be permitted.