As of April 26, 2022
Article I Organization
The Route 66 Bridge Club (Club) is incorporated in the State of Oklahoma as an Oklahoma Not for Profit Corporation. The location of the club is 6205 E 61st Street, Tulsa, OK, 74136.
Article II Purposes
The purposes of the Route 66 Bridge Club are:
Article III Membership
Article IV Meetings
Section 1: Place of Meetings
All meetings shall be held at the principal place of operation, 6205 E 61st Street, Tulsa, OK, or where the Board may designate.
Section 2: General Membership Meetings
Section 3: Board of Directors (Board) Meetings
There are three (3) types of Board Meetings:
Board Actions During Meetings—shall be approved by a majority of the voting members present at the meeting.
Board Action Without a Meeting—if a majority of the Board members shall consent to any action to be taken by the Club, such action shall be a valid corporate action, as though it had been authorized at a Board meeting.
Section 4: Parliamentary Procedure
Parliamentary authority for the Club membership and Board of Directors’ meetings shall be derived from the latest edition of “Roberts Rules of Order” except as provided for in the Bylaws and Amendments.
Article V Board of Directors
Section 1: Number of DirectorsThe corporation shall have no fewer than three (3) and no more than nine directors. Collectively, they shall be known as the Board of Directors (Board). Individually they will also be called Board Members
Section 2: Qualifications
Directors shall have attained the age of eighteen (18) years, must play duplicate bridge, must be members of the ACBL and live in the area of Unit 158.
Section 3: Duties
It shall be the duty of the directors to:
a) Perform all duties imposed upon them collectively or individually by law, by the Certificate of Incorporation filed with the Oklahoma Secretary of State, or by these Bylaws.
b) Appoint and remove, employ, discharge, and except as otherwise provided in these Bylaws, prescribe the duties, if any, of all officers, independent contractors, agents, and employees of the corporation.
c) Supervise all officers, agents, and management-level employees of the corporation to assure that their duties are performed properly.
d) Meet at such times and places as required by these Bylaws.
e) Register their physical and electronic addresses with the Secretary of the corporation, and notices of meetings mailed, telegraphed, faxed, or emailed to them at such addresses such be valid notices thereof.
f) The Board is empowered with complete authority to conduct Club affairs.
g) The Board may, at a time deemed appropriate, engage the services of a Club Manager by contract. The Club Manager must be a member of the ACBL and may be a member of the Board.
h) Duties can be delegated to Club members, but the Club operations remain the sole province of the Board.
i) In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board may exercise all such powers of the Club and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by others.
j) From time to time to make and change club policies and procedures, consistent with these Bylaws, for the management of the Club’s business and affairs.
k) Authorize expenditures exceeding $2,500 by vote at a regular or special Board meeting. It is expected that this will be a working Board of Directors. Directors will be selected based on specific skill sets as well as the desire to work to advance the mission of the Route 66 Bridge Club.
Section 4: Elections and Terms of Directors
A director shall be elected or re-elected by approval of a simple majority of the entire Board of Directors during any regular or special Board meeting. The director to be re-elected shall abstain from voting and shall not be counted as a member of the Board for purposes of determining the number of votes necessary for approval.
Each director shall be elected for a two (2) year term, which may be renewed by majority vote of the Board.
Section 5: Compensation
Board members shall serve without compensation, with two exceptions:
Section 6: Vacancies
Any board member may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of affairs, except upon written notice to the Office of the Attorney General or other appropriate agency of the State of Oklahoma.
Board members may be removed from office, with or without cause, by the vote of a simple majority of the entire Board of Directors, or as permitted by and in accordance with the laws of this state, if different.
The office(s) of a Board member(s) may be declared vacant by the Board, if, within five (5) days’ notice of election, the Board member(s)-elect refuse to accept the office, either in writing or by failure to attend a Board meeting.
The Board may vote to remove a member from office if that Board member has two (2) unexcused absences from the Board meetings within a calendar year. Absences are excused by the President of his/her designee.When a vacancy occurs, the Board shall meet to discuss possible replacements, if the Board deems that the position vacated shall be filled. Unless time is of the essence, the Board will solicit a Nominating Committee from the general membership to develop a list of possible names for consideration. Otherwise, Board members shall be asked for names of possible candidates. If more than one (1) candidate is a feasible choice, the Board will hold an election to determine the winner. A simple majority shall suffice for this election. The Secretary shall notify the new member by email. He or she will be expected to attend the next scheduled meeting of the Board.
The directors shall not be personally liable for any debts, liabilities, or other obligations of the corporation, whether such debts, liabilities, or obligations accrue and/or are incurred in the United States of America or any other place or country.
Section 8: Indemnification of Directors and Officers by the Corporation
The directors and officers of the corporation shall be fully indemnified by the corporation possible under the laws of the State of Oklahoma.
Section 9: Insurance for Corporate Agents
Except as may be otherwise provided under provision of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such a capacity or arising from the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Certificate of Incorporation, these Bylaws, or provision of law.
Article VI Officers and Directors
Section 1: Designation of Officers
Section 2: Duties of Board Members
The Board shall:
o Game and special game schedule
o Game directors
o Management of ACBL interface including sanctions, uploading of results/master points, etc.
o Educational programs including teacher training
o Membership communications including website and email database creation and maintenance
o Develop a pipeline for new players
o It is expected that most of these activities will be handled by non-Board members on a part time and potentially paid basis
All board members shall have one vote..
An auditor may review all financials as needed. This is a non-board, non-voting position.
The President shall:
The Treasurer shall:
The Education Director shall:
The Secretary shall:
The Membership Director shall:
The Senior Advisor (a non-voting position) shall:
The Publicity Manager (a non-voting member) shall:
The Webmaster shall:
The Facilities Director shall:
The Social Director shall:
Past Presidents may be invited to act as advisors to the Board but will have no vote.
The Board may appoint Committees to work on topics of importance to the Club. There will be a mix of standing Committees (for example: New Members, Hospitality, Facilities, etc.) and those formed for a special and specific purpose. The latter shall have a finite duration of existence. The chair of any standing committee will be a member of the Board. All special purpose Committees will have a chair appointed by the Board who may or may not be a member of the Board. The Board may ask the chair to organize a committee including selection of Committee members OR the Board may appoint the Chair as well as some or all Committee members.
Special Purpose Committees will be expected to make a final report as scheduled by the Board. Said reports will be presented both in writing and in person to the Board. The written report will be sent to the Board for review prior to presentation at a Board meeting. While Special Purpose Committee reports are expected to include recommendations for adoption, all such recommendations must be approved by formal vote by the Board before implementation. Inclusion in a Committee report shall not be deemed to have been approved without Board approval. Committee written reports will follow the following format:
1) Committee Objective (as defined by the Board)Article VIII Conflict of Interest
2) Committee Members
3) Start and Finish Dates
4) Work Process (brief overview of methodology used by Committee)
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest or one of its officers or directors or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest.
Section 2: Definitions
Interested Person: A person has financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Route 66 Bridge Club has a transaction or arrangement.Compensation includes direct and indirect remuneration, as well as gifts or favors that were not insubstantial.
b. A compensation arrangement with Route 66 Bridge Club, or with any entity or individual with which Route 66 Bridge Club has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Route 66 Bridge Club is negotiating a transaction or arrangement.
A financial interest if not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing body or committee decides that a conflict of interest exists.
Section 3: Procedures
Duty to Disclose: In conjunction with any actual or possible conflict of interest, an Interested Person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and a vote is taken. The remaining board or committee members shall decide whether a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
a. An Interested Person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.Violations of the Conflict of Interest Policy
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether Route 66 Bridge Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or duly appointed committee shall determine by majority vote of the disinterested directors whether the transactions or arrangement is in the Route 66 Bridge Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
a. If the governing Board or committee has reasonable cause to believe that a Member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford the Member the opportunity to explain the alleged failure to disclose.Section 4: Records of Proceedings
b. If, after hearing the Member’s response and after making further investigation as warranted by the circumstances, the governing Board or committee determines that the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the governing Board and all committees with Board delegated powers shall contain:Section 5: Compensation
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussion and votes relating to the proposed transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
A voting member of the Board who receives compensation, directly or indirectly, from Route 66 Bridge Club, for services, is prohibited from voting on matters pertaining to the member’s compensation.
A voting member of any committee whose jurisdiction includes compensation, directly or indirectly, from Route 66 Bridge Club, is prohibited from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Route 66 Bridge Club, either individually or collectively, is prohibited from providing any information to any committee regarding compensation.
All compensation arrangements shall be approved by the Board in advance of paying compensation. Approval of any compensation arrangement shall require the approval of a simple majority of all Board members excluding any who have a conflict of interest in the matter. Any member excluded from voting due to a conflict of interest shall not be counted in determining the number of votes required for approval. The minutes shall reflect the vote of each individual Board member. The date and terms of any approved compensation shall be documented in writing.
All decisions regarding compensation shall be based on information about compensation paid to similarly situated taxable or tax exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations.
Section 6: Periodic Reviews
Periodic reviews may be implemented by the Board to make sure that the Route 66 Bridge Club operates in a manner consistent with this policy. Similarly, the Board may authorize the use of outside experts but this is not a requirement.
Article IX Conduct and Ethics
The Route 66 Bridge Club will adopt and strictly enforce the Zero Tolerance Policy of the ACBL. All Members are expected to adhere to the standards set forth in said policy. With the first violation, there will be a warning but may include expulsion from the game in progress if the transgression so warrants. With the second violation, there will be a penalty as assessed by the Board. The third violation will result in the minimum penalty of a one month’s suspension, and a fourth violation will result in permanent expulsion. The Bylaws confer this specific authority to the Board of Directors.
Article X Document Retention
The file index approved by the Board shall note which files require retention (i.e.,. file 110R with the “R” standing for retention). In general, the following classes of files shall be retained for 10 years:
Documents in other files shall generally be retained for 1-5 years. The Secretary will be responsible for disposal of documents which are not retained. However, non-retained documents may be kept for more than 5 years if filing space is available or if the documents are deemed to be valuable to retain for longer.
Article XI Transparency and Accountability
It is part of the vision of the Route 66 Bridge Club to embrace transparency and accountability. In general, all documents which do not contain confidential information (i.e.,. Social Security numbers) will be made available upon written request to review. Board meeting minutes, quarterly financial statements, and policies/procedures will be posted for members to read. Donor information will not be made public unless specifically approved by each donor.
Article XII Amendment of Bylaws
Amendments to the Bylaws may be accomplished in the following manner:
Article XIV Dissolution
I certify that I am the duly elected President of the Club and that these Amended and Restated Bylaws constitute the corporation’s Bylaws and were duly adopted at a meeting of the Board of Directors on April 26, 2022
Bob Hanson, President