BY-LAWS of the
AMERICAN BRIDGE ASSOCIATION
EDUCATION AND CHARITABLE FOUNDATION, INC
(Revised in August 2024) – Proposed changes at the 01/25/25 Director’s Meeting
ARTICLE 1: NAME
The name of the corporation is American Bridge Association Education and
Charitable Foundation, Inc, (hereinafter referred to as the “Foundation” or “abaECF”).
ARTICLE II: PURPOSE
Section 1: Purpose
['he purpose of the Foundation shall be as set forth in the Articles of Incorporation.
Section 2, Implementation
In order to carry out and implement said purposes, the Foundation shall have the authority to exercise all powers incidental to or necessary to carry out said objectives and purposes in furtherance of and not in limitation of the general powers conferred by the laws of the State of Georgia with respect to non-stock, non-profit corporations and in furtherance of and not in limitation of the business and purposes of this Foundation.
ARTICLE III: A NON-PROFIT CORPORATION
Pecuniary profit, gam. or private advantage, is not and shall not hereafter be the purpose of this Foundation, the incorporators, Board of Directors, officers, or members, and all the powers of this Foundation hereinabove conferred shall be subject to this exception.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. Powers of the Board of Directors
The affairs of the Foundation shall be conducted by a Board of Directors. The Directors shall have authority to invest all of the powers, duties and responsibilities of management and direction of the corporate affairs in an executive committee, a manager, executive secretary or agent, and may enter into management contracts with any person or persons, firm, partnership or corporation for such purposes.
Section 2. Number and Election of Directors
The Board of Directors shall consist of not less than seven (7) or more than fifteen (15) members, as shall be determined by the Board. At any given time, half or one-half plus one of the members shall be elected to serve a term of one year and the other half or one half plus one shall be elected to serve a term of two years. This staggering format is designed to create continuity of membership at the expiration of the one or two-year term as the case may be, the expiring member may choose to serve another one or two year term, depending on the needs of the Board.
Section 3. Regular Meetings
The Board of Directors shall hold two regular meetings per year, at such time and place as it may set (but preferably at the Spring and Summer National tournaments), and in addition, it may hold such other regular meetings as warranted. The annual meeting may not be held via teleconference.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any time. Special Meetings may be held by teleconference.
Section 5. Notices
Notices of any meeting, regular or special, of the Board of Directors shall be given at least three business days previously thereto by written notice delivered personally, or sent by U.S. mail or electronic mail to each Director at his or her address as shown on the records of the Foundation. If mailed, such noticed shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given electronically, such notice shall be deemed to be delivered when the e-mail is sent to the email addresses of the Directors.
Section 6. Quorum
The presence of a majority of the members in person or by proxy shall be necessary to constitute a quorum for all purposes, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership. In the absence of a quorum or when a quorum is present, a meeting may be adjourned by vote of a majority of the members present.
Section 6.1 Voting
At every meeting of members each member shall be entitled to vote in person, or by proxy duly appointed by instrument in writing. The instrument must bear a date not more than eleven months prior to such meeting, unless such instrument provides for a longer period. Each member of the Board shall be entitled to one vote. The vote for a new member and the vote upon any question before the meeting shall be by ballot if requested by any member. Ballot voting will not be used when the meeting is held by teleconference. All elections shall be held and all questions decided by a majority vote of the persons present in person or by proxy.
Members shall be elected annually.
Section 7. Manner of Acting
The Act of the 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 law or by these By-Laws.
Section 8. Vacancies
The President shall fill an unexpired term occurring on the Board of Directors. A Director so appointed by the President to fill a vacancy shall serve until the next summer annual meeting of the Board.
Section 9. Compensation
Directors shall not receive compensation for their services but may be reimbursed for reasonable operating expenses in connection with attendance at meetings.
ARTICLE V: OFFICERS
Section 1. Officers
The officers of the Foundation shall be as follows: President, one Vice President, Recording Secretary, Treasurer, Financial Secretary and such other Officers as may be elected or appointed by the Board of Directors in accordance with the provisions of this Article, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 2. Election and Term of Office
The Officers of the Foundation shall be elected bi-annually by the Board of Directors at its regular summer annual meeting. Each Officer shall hold office for such term as specified by the Board of Directors and until his successor has been duly elected and qualified.
Section 3. Removal
Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors by two-thirds vote whenever in its judgment the best interests of the Foundation would be thereby served.
Section 4. Vacancies
A vacancy in any office resulting from death, resignation, removal, disqualification or other reasons may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President of the Foundation
'The President. shall preside over all meetings of the Board of Directors and the Executive Committee. The President shall be the chief executive of the Foundation subject to the direction of the Board of Directors,
Section 6. Vice President
In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so doing, shall have all the power of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties from time to time as may be assigned by the President or by the Board of Directors.
Section 7. Chief Financial Officer (CFO)
The Chief Financial Officer serves as a member of the abaECF Board and is responsible for the overall financial functions and financial oversight of the Foundation. The CFO shall receive all monies, including special gifts and deposit funds in a financial institution approved by the Board and shall keep an itemized account of all receipts and disbursements. The CFO will render to the President and to the Board of Directors at the regular meeting and quarterly an account of all financial transactions and of the financial condition of the Foundation; prepare and submit all change documents and fiscal reports in accordance with State and Internal Revenue regulations.
The CFO will keep in force a bond in such form and amount as required by the Board conditioned for restoration to the Foundation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his or her possession or under his control belonging to the Corporation. (added August 2024)
Section 8. Recording Secretary
The Recording Secretary shall be responsible for the minutes of the Board of Directors which shall be kept in one or more books provided for that purpose. The Secretary shall see that: all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each Director; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE VI: COMMITTEES
Section l . Executive Committee
There shall be an Executive Committee composed of the President, Vice President, Recording Secretary, Financial Secretary and Treasurer. The Executive Committee may exercise authority as specifically provided by the board of Directors.
Section 2. Nominating and other Committees
The Board of Directors shall elect the Nominating Committee consisting of at least (3) members of the Board.
Sect-ion 3. Quorum
A majority of the members of a committee, less one, shall constitute a quorum. The President shall appoint members of such ad hoc committees. Members of such committees need not be Directors
ARTICLE VII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section l . Contracts
The Board of Directors may authorize any Officer or Officers, agent or agents of the Foundation, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Foundation. No contract shall be valid or enforceable without the prior approval of the Board of Directors
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation 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, such instruments shall be signed by the President.
Section 3. Deposits
All funds of the Foundation shall be promptly deposited from time to time to the credit of the Foundation in such Federally insured banks, trust companies or other depositories as the Board of Directors may authorize.
Section 4. Gifts
The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purpose or for any special purpose. of the Foundation.
ARTICLE VIII: BOOKS AND RECORD - AUDIT
Section 1. Books and Records
The Foundation shall keep correct and complete books and records of accounts 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, and shall keep at the registered or principal office a record giving names and addresses of the members of the Board. All books and records of the Foundation may be inspected by any member of t:he Board or his or her agent or attorney for any proper purpose at any reasonable time.
Section 2. Audit
The Board of Directors shall retain the services of a certified public accountant to annually audit t:he books of the Corporation and file its report with the Board. There shall be an annual audit,
ARTICLE IX: FISCAL YEAR
The fiscal year of the Foundation shall be established by the Board of Directors. The fiscal year shall begin on January 1st and end on December 31st, the same year.
ARTICLE X: SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal”.
ARTICLE XI: WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the applicable laws of the State of Georgia or under the provisions of the Articles of Incorporation or the By-laws 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 of such notice.
ARTICLE XII: AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the Directors at any regular meeting or at any special meeting, provided notice of the proposed amendment or amendments has been given to the directors in writing at least ten calendar days prior to such meeting.
ARTICLE XIII: DISSOLUTIONS
Section 1. Voting Requirement for Dissolution
The corporation may be dissolved by a vote of two thirds of the members of the Board of Directors, such vote to be cast at a special meeting called for that purpose, with provision for duly authorized written ballots representing members of the Board not present at the meeting for dissolution.
Section 2. Distribution of Assets
The Board of Directors shall have full authority, consistent with these By-laws and the Articles of Incorporation of the corporation, to regulate the Internal affairs of the corporation and to establish its policies. On dissolution or final liquidation, the Board of Directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the corporation, distribute all the assets of the corporation one or more of the following categories of recipients as the Board of Directors of the corporation shall determine:
A nonprofit: organization or organizations, which may have been created to succeed the corporation, as long as such an organization or each of such organizations shall then qualify (1) as a governmental unit under section 170(c) of the Internal Revenue Code, or (2) as an organization exempt from federal income taxation under section 501(a) of such Cocle as an organization described in sections 17() (c) (2) and 501(c)(3) of such Code.
(b) A nonprofit organization or organizations having similar aims and objectives as the corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify (1) as a governmental unit under section 170(c) of the Internal Revenue Code, or (2) as an organization exempt from federal income taxation under section 501(a) of such Code as an organization described in sections 170(c)(2) and 501(c)(3) of such Code.
November 26, 2007; Updated & Revised: January 2020, August 2024
04132026-We vote to amend the ByLaws of the abaECF, Inc. to read as follows: that we use the logo, abaECF, Inc.
