Bylaws:  Bridge Club of Springfield
(an Illinois not-for-profit corporation)
Revised  May 2002

ARTICLE I - Purposes  To organize, operate and promote a duplicate bridge club in 
the Springfield, Illinois, area for recreational, charitable, educational and other
non-profitable purposes; and without limiting the generality of the foregoing, to 
foster the development of the game of bridge in the area by operating such games as 
meet the needs of the membership, by conducting educational programs to teach contract 
bridge, to host and promote regional and sectional tournaments and charity events in 
conjunction with the American Contract Bridge League, and to foster fellowship among 
bridge players in the area.

This corporation does not engage in lobbying or support any political party or candidate.  
No part of the net earnings of the corporation may inure to the benefit of any officer, 
director or member.  Neither membership nor participation may be denied because of race, 
sex, religion or national origin in any sponsored event.

ARTICLE II - Offices  The corporation shall maintain in the State of Illinois a registered 
office and a registered agent, at such office, and may have other offices within or without 
the state.

ARTICLE III - Members
Section 1.  Classes of Members
A  Regular members must reside within a 50 mile radius of Springfield, Illinois, must be 
members of the American Contract Bridge League and must support the purposes of the corporation 
set forth in Article I.

B.  Associate membership is open to those persons who are members of the American Bridge League
who either do not reside within the geographic area described in paragraph (A) hereof, or who 
are retired and who normally live outside the geographic area for more than 6 months of the 
year.  An associate member shall not be entitled to service of the board of directors or hold 
an office in the corporation.  

Section 2.  Application for Membership
A.  A person may become a member by furnishing evidence that the qualifications for membership 
have been fulfilled.  The member must pay such membership fees as are determined by the board.

B.  A person may apply for associate membership by establishing that the person meets the 
qualifications for associate membership. The associate member shall pay such fees as are 
established by the board for associate members.

Section 3.  Voting Rights  Each regular member shall be entitled to one vote on each matter 
submitted to a vote of the members.  No associate member shall be entitled to vote.

Section 4.  Termination of Membership
A.  The board  of the corporation by affirmative vote of two-thirds of all of the members of 
the board may suspend or expel any member for cause after an appropriate hearing for repeated 
intentional violation of bridge ethics or behavior detrimental to the enjoyment of the game of 
bridge.  No such person may thereafter participate in club events until reinstated by the board.

B.  The board may by a majority vote may terminate the membership of any person who is in 
default in the payment of dues or becomes ineligible for membership. 

Section 5.  Resignation  Any member may resign by notifying the Secretary of the corporation, 
but such resignation shall not relieve the member so resigning of the obligation to pay any 
dues, assessments or other charges theretofore accrued and unpaid.

Section 6.  Transfer of Membership  Membership in this corporation is not transferable or 
assignable.

Section 7.  No Membership Certificates  No membership certificates of the corporation shall be 
required, but membership cards or other evidence of membership may be issued.

ARTICLE IV - Meeting of Members
Section 1.  Annual Meeting  Any annual meeting of the members of the corporation shall be held 
during the month of May of each year for the purpose of electing  officers and directors and 
for the purpose of the transaction of such other business as may come before the meeting.

Section 2.  Special Meeting  Special meetings of the members may be called either by the 
president or the board of directors, or not less than 20% of the members having voting rights, 
for the purpose or purposes stated in the call of the meeting.

Section 3.  Place of Meeting  The board of directors may designate any place as the place of 
meeting for any annual meeting or for any special meeting called by the board of directors.   
If no designation is made or if a special meeting be otherwise called, the place of meeting 
shall be the registered office of the corporation in Illinois.

Section 4.  Notice of Meeting   Written notice stating the place, date and hour of any meeting 
of members shall be delivered to each member entitled to vote at such meeting, not less that 
14 nor more than 30 days before the date of such meeting, or, in the case of a merger, 
consolidation, dissolution or sale, lease or exchange of assets, not less than 60 nor more than 
120 days before the date of the meeting.  In case of a special meeting or when required by 
statute or these bylaws, the purpose for which the meeting is called shall be stated in the 
notice.  If mailed, the notice of a meeting shall be deemed delivered when deposited in the 
United States mail addressed to the member at their address as it appears on the records of 
the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or 
place, notice need not be given of the adjourned meeting if the time and place thereof are 
announced at the meeting at which the adjournment is taken. Any notice required by this section 
may be given in any regular publication of the corporation or by posting notice of the meeting 
at the location where the club conducts bridge games.

Section 5.  Informal Action by Members  Any action required to be taken at a meeting of the 
members of the corporation, or any other action, which may be taken at a meeting of members, 
may be taken without a meeting if a consent in writing, setting forth the action so taken, 
shall be signed either (i) by all the members entitled to vote with respect to the subject 
matter thereof, or (ii) by the members having not less than the minimum number of votes that 
would be necessary to authorize or take such action at a meeting at which all members entitled 
to vote thereon were present and voting.  If such consent is signed by less than all of the 
members entitled to vote, then such consent shall become effective only (1) if ,at least fifteen 
days prior to the effective date of such consent a notice in writing of the proposed action is 
delivered to all of the members entitled to vote with respect to the subject matter thereof, 
and (2) if, after the effective date of such consent, prompt notice in writing of the taking of 
the corporate action without a meeting is delivered to those members entitled to vote who have 
not consented in writing.

Section 6.  Fixing of Record Date  For the purpose of determining the members entitled to 
notice of or to vote at any meeting of members, or in order to make a determination of members 
for any other proper purpose, the board of directors of the corporation may fix in advance a 
date as the record date for any such determination of members, such date in any case to be no 
more than 90 days and, for a meeting of members, not less than 30 days, or in the case of a 
merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 60 days 
before the date of such meeting.  If no record date is fixed for the determination of members 
entitled to notice of or to vote at a meeting of members, the date on which notice of the 
meeting is delivered shall be the record date for such determination of members. When 
determination of members entitled to vote at any meeting of members has been made, such 
determination shall apply to any adjournment of the meeting.

Section 7. Quorum  The holders of one fifth of the votes which may be cast at a meeting of the 
corporation, represented in person shall constitute a quorum for consideration of such matter at 
any meeting of members; provided that, if less than one-fifth of the outstanding votes are 
represented at said meeting, a majority of the votes so represented may adjourn the meeting at 
any time without further notice.  If a quorum is present, the affirmative vote of a majority of 
the votes represented at the meting shall be the act of the members, unless the vote of greater 
number of voting members by class is required by the General-Not-For-Profit Corporation Act, 
the articles of incorporation or these bylaws.  At any adjourned meeting at which a quorum shall 
be present, any business may be transacted which might have been transacted at the original 
meeting.  Withdrawal of members from any meeting shall not cause failure of a duly constituted 
quorum at that meeting.

Section 8.  Voting   Each regular member shall be entitled to one vote in each matter submitted 
to vote at a meeting of members.  No associate member shall be entitled to vote.

Section 9.  Voting by Ballot  Voting on any questions or in any election may be by voice unless 
the chairman of the meeting shall order or any member shall demand that voting be by written 
ballot.

ARTICLE V - Board of Directors
Section 1.  General Powers   The affairs of the corporation shall be managed by its board of 
directors.

Section 2.  Number, Tenure, and Qualifications There shall be a board of directors consisting 
of eight regular members four of whom shall be the president, the vice-president, the secretary,
and the treasurer, elected at the annual meeting of the members.  The remaining four directors 
shall serve as chairmen of one of the committees established under Article VII.  Each director 
shall hold office for a term of one year, and may be reelected.

Section 3.  Regular Meetings A regular annual meeting of the board of directors shall be held 
during the month of June of each year, for the transaction of such business as may come before 
the meeting.  The Board of Directors may provide by resolution the time and place of the holding 
of additional regular meetings of the board without other notice than such resolution.


Section 4  Special Meetings  Special meeting of the board of directors may be called by or at 
the request of the president, the secretary, or a majority of the board.  The person or persons 
authorized to call special meetings of the board may fix any place as the place for holding any 
special meeting of the board of directors called by them.

Section 5.  Notice  Notice of any special meeting of the board, specifying the purpose of the 
meeting, shall be given at least seven days previously thereto by written notice to each 
director at their address as shown by the records of the corporation.  Oral notice may be given 
by phone or in person at least 3 days prior to the meeting.  

Section 6.  Quorum A majority of the board of directors shall constitute a quorum for the 
transaction of business, provided that if less than a majority of the directors are present, 
a majority of the directors present may adjourn the meeting to another time.

Section 7.  Manner of Acting The act of a majority of the directors present at a meeting at 
which a quorum is present shall be the act of the board of directors, unless the act of a 
greater number is required by statue, these bylaws or the articles of incorporation.

Section 8.  Vacancies Any vacancy occurring in the board of directors or any directorship to 
be filled by reason of any increase in the number of directors shall be filled by the board of 
directors.  A director elected to fill a vacancy shall be elected for the un-expired term.

Section 9.  Compensation Directors shall receive no stated salary for their services.  The 
Board may vote to reimburse directors for expenses incurred, provided that approval be received 
prior to any expenditure.

Section 10.  Removal of Directors  Any director may be removed from the board of directors by 
an affirmative vote of two-thirds of the entire board of directors.

ARTICLE VI - Officers
Section 1. Officers  The officers of the corporation shall be a president, vice-president, 
secretary, and a  treasurer.

Section 2.  Election and Terms of Office   The officers of the corporation shall be elected by 
the members at the regular annual meeting.  Vacancies may be filled at any meeting of the board 
of directors.  Each officer shall hold office for one year or until his successor shall have 
been duly elected and shall have qualified or until his death or until he shall resign or shall 
have been removed in the manner hereinafter provided.

Section 3.  Removal  Any officer elected or appointed by the board may be removed by a 
two-thirds vote of the entire board of directors whenever in its judgment the best interests 
of the corporation would be served thereby.

Section 4.  President  The president shall be the principal executive officer of the 
corporation.  Subject to the direction and control of the board of directors, the president 
shall be in charge of the business and affairs of the corporation.  The president shall see 
that the resolutions and directives of the board of directors are carried into effect except 
in those instances in which that responsibility is assigned to some other person on the board 
of directors; and , in general, the president shall discharge all duties incident to the office 
of the president and such other duties as may be prescribed by the board of directors.  The 
president shall preside at all meetings of the board of directors.  Except in those instances 
in which the authority to execute is expressly delegated to another officer of agency of the 
corporation or a different mode of execution is expressly prescribed by the board of directors 
or these bylaws, the president may execute for the corporation or the chapter any contracts, 
deed, mortgages, bonds or other instruments which the board of directors has authorized to be 
executed by a majority vote at a regular or special meeting of the board of directors.


Section 5.   Vice President  The vice president shall assist the president in the discharge of 
his duties and shall perform such other duties as from time to time may be assigned to the vice 
president by the president or by the board of directors.  In the absence of the president or 
the event of the president’s inability or refusal to act, the vice president shall perform the 
duties of the president and when so acting shall have all the powers of and be subject to all 
the restrictions upon the president.

Section 6.  Secretary The secretary shall record the minutes of the meetings of the board of 
directors; see that all notices are duly given in accordance with the provisions of these 
bylaws or as required by law and be responsible for the corporate records and the seal of the 
corporation.

Section 7.   Treasurer  The Treasurer shall be the principal accounting and financial officer 
of the corporation and shall be responsible for the maintenance of adequate books of account 
for the corporation and be responsible for all funds and securities and for the receipt and 
disbursement thereof; and perform all the duties incident of the office of treasurer and such 
other duties as from time to time may be assigned by the board of directors.  If required by 
the board of directors, the treasurer shall give a bond for the faithful discharge of his 
duties in such sum and with such surety or sureties as the board shall determine.

Section  8.  Other Officers  The board of directors may also designate such other officers as 
may be deemed necessary and desirable, who shall have such powers and duties as may from time 
to time be delegated to them by the board of directors.

ARTICLE VII - Committees
Section 1.  Standing Committees.  There shall be four standing committees, each of which shall 
be chaired by a member of the board of directors. The standing committees shall be the 
Hospitality Committee, the Membership Committee, the Tournament Committee and the Public 
Relations Committee.  The board of directors shall determine the duties and authority for each 
committee to act on behalf of the corporation.  Committee membership shall include such other 
members of the corporation as is determined necessary and convenient by the committee chairman 
and the board of directors.

Section 2.  Other Committees.  Other committees may be created by the board of directors as may 
from time to time be necessary.  Each such committee shall have such powers as are determined by 
the board of directors.

ARTICLE VIII - Nomination
Section 1.  Appointment of Nominating Committee  At least 60 days prior to the annual meeting of 
the membership at which time the board of directors and officers are to be elected, the 
President shall appoint a Nominating Committee.  This committee shall number not less than five 
members, two of whom shall be members of the board of directors.  The other members of the 
committee shall be members of the corporation. 

Section 2.  Duties and procedures  It shall be the duty of the Nominating Committee to make and 
present to the annual meeting of the members nominations for the office of president, vice 
president, secretary and treasurer, other members of the board of directors, and for any other 
positions requested by the board of directors as hereinafter provided.  The committee shall meet 
and select by majority vote one candidate, willing to serve, for each office to be filled.  The 
committee shall file its report of the slate to the President and Secretary, who shall cause the 
slate to be posted at the playing site at least 14 days prior to the annual membership meeting. 

Section 3.  Nomination by Petition  Nominations may also be made by the petition of at least 10 
members and filed with the secretary at least five days prior to the annual membership meeting. 
The secretary shall announce any such nominations to all members at the annual meeting.

ARTICLE IX - Contracts, checks, deposits, and funds
Section 1.  Contracts  The board may authorize any officer or officers, agent or agents of the 
corporation in addition to the officers so authorized by these bylaws, to enter into any 
contract or execute and deliver any instrument in the name of and on behalf of the corporation, 
and such authority may be general or confined to specific instances.

Section 2.  Checks, drafts, etc.  All checks, drafts, or other orders for the payment of money, 
notes or other evidences of indebtedness issued in the name of the corporation, shall be signed 
by such officer or officers, agent or agents of the corporation and in such manner as shall from 
time to time be determined by resolution of the board of directors.  In the absence of such 
determination by the board of directors; such instruments shall be signed by the treasurer or 
an assistant treasurer and countersigned by the president or vice president.

Section 3.  Deposits  All funds of the corporation shall be deposited from time to time to the 
credit of the corporation in such banks, trust companies, or other depositories as the board of 
directors may select.

Section 4.  Gifts  The board of directors may accept on behalf of the corporation any 
contribution, gift, bequest, or devise for the purposes or for any special purpose of the 
corporation.

Section 5.  Limitation on power to contract  Notwithstanding any of the other provisions of 
these bylaws, neither the board of directors nor any of its officers may contract to purchase 
real estate or execute a note or mortgage for that purpose without having received the approval 
of 60% of the members of the corporation eligible to vote, said approval having been presented 
to the membership at a regular or special meeting called for such purpose.

ARTICLE X - Books and Records  The corporation shall keep correct and complete books and records 
of account and shall also keep minutes of the proceedings of its board of directors and 
committees having any of the authority of the board of directors.  All books and records of the 
corporation may be inspected by any directors or his agent or attorney for any purpose at any 
reasonable time.

ARTICLE XI -Fiscal Year  The fiscal year of the corporation shall be fixed by resolution of the 
board.

ARTICLE XII - Dues
Section 1.  Annual Dues  The board of directors may determine from time to time the amount of 
initiation fee, if any, and annual dues payable to the corporation by members of each class.  
Regular members and associate members shall pay the same amount of dues.

Section 2.  Payment of Dues  Dues shall be payable in advance on the first day of the month in 
which such member was elected to membership and on the first day of that month in each year 
thereafter.

Section 3.  Default and termination of membership  When any member of any class shall be in 
default in the payment of dues for a period of two months from the beginning of the period for 
which such dues became payable, their membership may thereupon be terminated by the board of 
directors in the manner provided in Article IV of these bylaws.

ARTICLE XIII  -  WAIVER OF NOTICE  Whenever any notice is required to be given under the 
provisions of the General Not for Profit Corporation Act of Illinois or under the provisions 
of the article s of incorporation or of the bylaws of the corporation, a waiver thereof in 
writing signed by the person or persons entitled to such notice, whether before or after the 
time stated therein, shall be deemed equivalent to the giving o f such notice. 

ARTICLE XIV - AMENDMENTS  The power to alter, amend or repeal the bylaws or adopt new bylaws 
shall be vested in the members of the corporation.  Such action may be taken at a regular or 
special meeting for which written notice of the purpose shall be given.

ARTICLE XV - DISSOLUTION  In the event of the dissolution of the corporation, any remaining 
funds shall be distributed to a charitable organization with goals and purposes similar to 
that of the corporation.