Bylaws

The District 17 Board of Directors shall consist of between nine (9) and fifteen (15) members with geographic representation. The Board of Directors may, subject to the restrictions below, increase or decrease the size of the Board of Directors. This change will be effective as determined by the Board. If the Board is decreased, it does not shorten the term of an incumbent Director. All Directors must be members in good standing of the ACBL as well as members of the Unit or one of the Units of the area they represent if there are multiple Units.

Any Unit with at least a population percentage (of the District) of 1/number of District board members shall be guaranteed at least one (1) seat. For example, with fourteen (14) Board members any Unit with more than 1/14 of the District member population as determined by ACBL statistics for the latest year measured shall be guaranteed at least one (1) seat.

For these purposes, only seats subject to election are counted. No Unit shall have more than two (2) Directors.

The D17 ACBL Board representative to the National Board shall be an at-large voting Board member, and shall not be counted against that District Director’s home unit. The voting area for each Board seat may be adjusted by the Board from time to time.

Section 5.1 Powers and Duties. The management of all business, property, interests, and other affairs of the District shall be vested in its Board of Directors. Among the powers hereby conferred is the power to impose sanctions upon members in accordance with ACBL rules and regulations, to delegate non-policy making authority to members who are not directors, and in general, to take such other and further actions as may from time to time be necessary to further implement the purposes and aims of the District as set forth in Article I.

Section 5.2 Directors’ Fiduciary Duties and Standards of Conduct. Each Director is subject to a duty of loyalty to the District and a duty of care in the performance of his duties as a Director.

Section 5.3 Nomination and Election of District Directors. The term of a Board member is three (3) years, beginning January 1 in the year following election. Candidates for the Board must be members of the District in good standing and not under probation or suspension from the ACBL.

Candidates can be nominated by any member of the voting unit(s) that are participating in the election, including self-nomination by sending notice by mail or electronic means to the District Election Secretary and the member’s Unit President.

If there is only one (1) candidate for a particular seat that candidate shall be considered elected and shall be so notified.

If there are two (2) or more candidates then an election shall be held. Qualified electors are Unit Board Members in good standing. A Unit board may choose to have live, mail, or email voting. The Unit Secretary or a designee shall be responsible for forwarding witnessed election results to the District Elections Secretary. A Unit must have at least three (3) Board members voting for its results to be included.

The vote of multiple Units that share a representative will be tallied by the percentage of the unit’s members to the total members voting for the representative (based on the current membership statistics) and further allocated based on the percent of the votes cast by the each unit board for each candidate and totaled to arrive at the number of votes for each candidate.

Section 5.4 Election Cycle. Approximately one-third (1/3) of the seats on the District Board shall be filled each year by election by the Unit Board(s) in that area each year for terms of office of three (3) years, the terms to commence at the first Board meeting after the election. All Board Members shall hold office until their successors are elected and qualified or until their death, resignation or removal. No director may serve more than four (4) consecutive three (3) year terms.

Section 5.5 Regular and Special Meetings. The Board shall establish a schedule for regular meetings. Regular meetings of the Board of Directors shall be held, with proper notice, not less frequently than three (3) per year and not less frequently than one (1) every six (6) months.

Special meetings of the Board may be called at any time by the President, or upon the written request of twenty-five (25) percent or more of the members of the Board of Directors.

Members of the Board of Directors may participate in any meeting of such Board by means of a video or telephone conference as long as all persons participating in the meeting can hear each other at the same time.

Section 5.6 Notice. Notice, written or printed, of any special meeting stating the place, day and hour of the meeting, or means of access in the case of a remote meeting shall be emailed no fewer than seven (7) days prior to the date of the meeting.

Section 5.7 Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. A waiver of notice signed by the Director or Directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

Section 5.8 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5.9 Vacancies. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, should be filled by the Unit Board(s) in the affected area. However, if the affected Unit(s) are unable to find a replacement one may be filled by appointment by the President and the affirmative vote of a majority of the remaining directors, provided the replacement Director resides in the affected area. If there are no willing candidates, then that seat shall remain vacant subject to the bylaw provisions for vacant seats. A Director elected to fill any vacancy shall hold office for the unexpired term of his predecessor.

Section 5.10 Removal. A Director may be removed for cause at any meeting of the Board of Directors by a vote of two-thirds (2/3) of the entire Board of Directors. Among the causes for removal would be ACBL probation and/or suspension or any action that causes the Director to no longer be a member in good standing, the Director re-locating their primary residence outside the area which elected the Director without giving notice of resignation, excessive absences, or any serious behavior problem at a District event. These are not inclusive.

Section 5.11 Resignation. Any Director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Board of Directors. A Director’s resignation will take effect upon delivery of notice unless the notice of resignation specifies a later effective date. Acceptance of a Director’s resignation will not be necessary to make it effective.

Section 5.12 Voting by Proxy. Voting by proxy is not permitted.

Section 5.13 Board meetings are open and visitors are welcome. Unless requested by the President, non-Board members are not allowed to speak or involve themselves in Board discussions.