The Greater Milwaukee Bridge Association, Inc

BYLAWS* OF

THE GREATER MILWAUKEE BRIDGE ASSOCIATION, INC.

I. GENERAL

1.01. Name. The name of this corporation is: THE GREATER MILWAUKEE

BRIDGE ASSOCIATION, INC.

1.02. Principal Office. The principal office of the corporation is located at the

residence of its President.

1.03. Registered Agent. The registered agent of the corporation is its Treasurer.

1.04. Incorporation. The corporation was duly incorporated in the State of Wisconsin under the provisions of The Wisconsin Nonstock Corporation Law, Chapter 181 of the Wisconsin State Statutes, by filing the corporation’s Articles of Incorporation with the State of Wisconsin – Secretary of State on or about January 10, 1986.

II. PURPOSES

2.01. Purposes. The object and purposes of this corporation are:

(a) To preserve and promote the best interests of and to stimulate interest in the art of playing competitive contract bridge and any modifications thereof;

(b) To cooperate with and assist the American Contract Bridge League (ACBL) in the promotion and conduct of contract bridge tournaments;

(d) To promote the development and organization of affiliated clubs within the Unit;

(e) To cooperate with the ACBL’s charity program, and to sponsor and conduct charity events with the object of realizing funds to be devoted to worthy humanitarian causes; and

(f) To conduct such other activities as may be in keeping with its principal

objectives.

* As amended and restated effective March 5, 2000

The services and programs of this corporation shall be available to the general public of the communities which it serves, regardless of race, color, creed, national origin or other bases of discrimination prohibited by applicable state or federal law.

III. JURISDICTION

3.01. The geographic area within which this corporation shall have jurisdiction includes Kenosha, Milwaukee, Ozaukee, Racine, Walworth, Washington and Waukesha counties in Southeastern Wisconsin, or such other geographic area as may be assigned to it by the Board of Directors of the ACBL.

IV. TAX EXEMPTION

4.01. Tax Exemption. It is intended that the corporation shall continue to have the status of a corporation which is exempt from federal income taxation under Section 501(c) (4) of the Internal Revenue Code of 1954, as amended, as a “(c)ivic league or organization not organized for profit but operated exclusively for the promotion of social welfare… and the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes.”

No part of the net earnings of the corporation shall inure to the benefit of or be distributable to a private individual, but the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in, any political campaign on behalf of any candidate for public office; nor shall the corporation engage in any activities that are unlawful under applicable federal, state, or local laws.

4.02. Fiscal Year. The fiscal year of the corporation runs from January 1 through December 31.

V. MEMBERS

5.01. Membership Requirements. Members shall be those persons who become and remain members in good standing of the ACBL and who reside within the jurisdiction of the corporation or are assigned to its jurisdiction by the ACBL. All members must pay the annual dues or service fees required by the ACBL in the amount and on the terms fixed by the ACBL to remain members of the corporation in good standing. No person shall be denied membership because of race, color, creed, national origin, or other bases of discrimination prohibited by applicable state or federal law.

5.02. Duties of Members. The duties of the members of the corporation shall be:

(a) The election of members of the Board of Directors of the corporation in accordance with these Bylaws.

(b) To at all times conduct themselves in such a manner as to be a credit to the corporation when involved in bridge activities.

5.03. Voting of Members. All members in good standing are entitled to vote every two years in the election for the members of the Board of Directors. Neither voting by proxy nor cumulative voting is allowed. Before each such election, the Recording Secretary shall prepare a complete list of the members entitled to vote.

5.04. Resignation and Discipline of Members.

(a) Resignation. A member of the corporation may voluntarily resign from the

corporation upon written notice to the Recording Secretary. No resigning member shall be entitled to a refund of prepaid dues, service fees or assessments.

(b) Discipline. A member of the corporation whose actions or activities violate these Bylaws or the ACBL Code of Disciplinary Regulations is subject to disciplinary action in accordance with those regulations. Depending upon the severity of the violation, such discipline may include: private reprimand, public reprimand, probation, suspended sentence, suspension, expulsion, exclusion from events, reduction or forfeiture of master points or tournament rank, disqualification, or other disciplinary sanctions. Any member facing disciplinary action shall be provided a current copy of the ACBL Code of Disciplinary Regulations at no expense.

5.05. Annual Meeting of Members. The annual meeting of the members of the corporation shall be held as set by the Board of Directors.

5.06. Purposes of Annual Meeting. The purposes of the annual meeting of the members of the corporation shall be to receive a report from the officers of the corporation regarding the previous year’s activities and accomplishments, to receive a report from the Treasurer regarding the corporation’s financial status, to transact such other business as may properly come before the members, and to afford each member the opportunity to speak on matters pertaining to the corporation’s activities.

5.07. Notice of Annual Meeting. The notice stating the date, place, and hour of the annual meeting of the members of the corporation shall be posted on the Unit website and distributed to all the clubs in The Unit for display at the direction of the President, the Recording Secretary, or their designee, at least thirty (30) days prior to the annual meeting.

5.08. Conduct of Meetings. Any meeting of the members of the corporation shall be presided over by the President or, in the President’s absence or inability to preside, by the Vice-President, or, in the Vice President’s absence or inability to preside, by the President’s designee.

5.09. Quorum. A quorum for the transaction of business at any meeting of the members shall consist of 25 members.

5.10. Manner of Acting. The act of a majority of the members of the corporation entitled to vote, present in person at any meeting at which a quorum is present, shall be the act of the members.

VI. BOARD OF DIRECTORS

6.01. Power and Duties. The Board of Directors shall manage the activities of the corporation in a manner consistent with the purposes, objectives, philosophy, and limitations set forth in the Articles of Incorporation and these Bylaws and as otherwise required by law. In addition to those powers and duties established by law, the Board of Directors shall have the following powers and duties:

(a) Formulation and development of overall policies of the corporation for the purpose of accomplishing the purposes and objectives of the corporation.

(b) Development and approval of such budgets and reports as may be necessary

or appropriate.

and Bylaws of this corporation, as necessary or appropriate, subject to

membership ratification.

(d) Delegation of the duties and responsibilities of any officer or director in the

event of the absence or disability of such officer or director until the absence

or disability has terminated, except as otherwise provided by other provisions

in these Bylaws.

(e) Removal of officers from office as set forth in Section 8.03.

(f) Enactment, adoption and modification of rules and regulations governing the activities and programs of the corporation.

(g) Ratification of appointments by the President to fill vacancies occurring on the Board of Directors, as provided in Section 6.07.

6.02. Number. The number of members of the Board of Directors of the corporation shall be as established by the Board of Directors, by resolution, from time to time, but not less than five (5) nor more than thirty-five (35).

6.03. Qualifications. Each member in good standing is eligible to serve as a candidate for election to the Board of Directors provided he/she gives timely notice of such intention to the Nominating Committee. Candidates for directors shall reside within the geographic area which they propose to represent. (See Section 6.04).

6.04. Tenure. Directors shall hold office for terms of two (2) years, until their respective successors have been duly elected (if later), or until their prior death, resignation, or removal for cause pursuant to Section 6.06. Proportionate numbers of directors (See Section 6.05) will be elected every two years from each of the following three geographic areas:

1) Milwaukee-Ozaukee Counties

2) Racine-Kenosha-Walworth Counties

3) Waukesha-Washington Counties

6.05. Election. The directors of this corporation shall be elected by a vote of the members of the corporation as set every two (2) years by the Board of Directors, for terms effective from January 1 of odd-numbered years through December 31 of even-numbered years. Each of the three geographic areas set forth in Section 6.04 shall be represented on the Board in proportion to the number of members residing within that area. Members may vote only within the geographic area in which they reside.

6.06. Resignation and Removal. A director may resign at any time by submitting a written resignation to the President. A director may be removed from office at any time, for cause, by a two-thirds majority vote of the other members of the Board of Directors, following due notice to the affected director and an opportunity to be heard.

6.07. Vacancies. A vacancy on the Board of Directors occurring during the term of a director shall be filled by the appointment of the President ratified by a majority of the Board of Directors present at a general or special meeting of the Board. Each such director shall reside within the same geographic area as the director he/she succeeds and shall hold office for the un-expired term of such director. A vacancy created by an increase in the number of directors shall be filled in the same manner as is provided for the election of directors. During any vacancy, the remaining directors shall continue to act with the power and authority of the full Board of Directors.

6.08. Informal Action By Directors. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board of Directors at any meeting may be taken without a meeting provided a consent in writing, setting forth the actions so taken, shall be signed by the requisite majority of the directors then in office.

6.09. Compensation of Directors. No director shall receive compensation for

services directly provided as a member of the Board of Directors.

VII. MEETINGS OF THE BOARD OF DIRECTORS

7.01. Annual Meeting. The annual meeting of the Board of Directors shall be held on such date as may be fixed by the President for the purpose of reviewing the activities of the corporation, electing officers, reviewing the annual report prepared by the Treasurer and for the transaction of such other business as may properly come before the Board.

7.02. Regular Meetings. The regular meetings of the Board of Directors shall be held on the Saturday of each scheduled sectional tournament of the corporation at a time set by the President or at such other date and time as may be scheduled by the President.

7.03. Special Meetings. Special meetings of the Board of Directors may be called by the President or at the written request of any five (5) members of the Board of Directors.

7.04. Place. All meetings of the Board of Directors shall be held at a place determined by the President. Generally, such meetings will be held where the corporation’s sectional tournament is being held.

7.05. Notice of Board of Directors Meeting. The Recording Secretary, or such other person the President may direct, shall give, or cause to be given, notice of all meetings of the Board of Directors by emailing notice thereof, stating the date, hour, and place of the meeting along with the meeting agenda and minutes from the previous meeting to each director at the director’s last known email address. This notice shall be emailed at least two (2) weeks before the date of the meeting.

7.06. Quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, a majority of the number of directors established pursuant to Section 6.02 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.