CONSTITUTION AND BYLAWS OF THE

ORLANDO METROPOLITAN BRIDGE CENTER

Revised and adopted April 14, 2008

The name of the organization shall be the “ORLANDO METROPOLITAN BRIDGE CENTER” henceforth referred to as "OMBC."

 

ARTICLE I - OBJECT

Section 1.  The object of the OMBC shall be to provide accommodations and facilities for activities related to the game of “Bridge”.  Such activities shall include, but not be limited to, weekly bridge games, special bridge tournaments, teaching of bridge, and exhibitions and discussions related to bridge.

Section 2.  In order to supplement its income from the above activities, OMBC may cause its facilities to be rented on a short term basis for other purposes, but only if such use does not conflict with the primary purpose of OMBC, which is to encourage and develop the game of “bridge” and related activities.

Section 3.  OMBC may use the accommodations and facilities for the above activities on its own behalf.

ARTICLE II – STATUS

OMBC shall be incorporated in the State of Florida as a non-profit organization.

ARTICLE III – BOARD OF DIRECTORS

Section 1.  The affairs of OMBC shall be administrated by a BOARD OF DIRECTORS consisting of seven persons.  The persons will be elected as follows:

                        Four persons shall be elected by the bondholders, with each Bondholder entitled to case one vote per thousand dollars ($1,000) in bonds held by that person.  The persons elected by the Bondholders shall each serve two year terms, which shall overlap so that two persons are elected by the bondholders each year.  The person elected by the bondholders need not be Bondholders themselves in order to serve.  However, the persons elected by the Bondholders may not also be game proprietors.

                       Three persons shall be selected by the game proprietors operating at OMBC.  The game proprietors shall select these three members from their own ranks.  If the game proprietors are unable to agree upon the manner of selecting the representatives, the positions on the Board shall be offered to three of the proprietors, with the first priority being given to the proprietor who paid the largest amount of rent to OMBC in the preceding year, and so on until all the game proprietors representatives have been selected.  Each of these representatives shall serve a term of one year.

Section 2  The board of directors shall meet as often as required for the operation of the OMBC at the call of the President or two members of the Board of Directors.  A special meeting may be called at any time by the President.

Section 3   A quorum of four members of the Board of Directors is required for conducting business.

Section 4  The Board of Directors shall establish a scale of fees to users of the accommodations.  Unless otherwise determined by the board, this shall be on a “per individual player” basis for bridge games.

Section 5   The Board of Directors shall not incur an indebtedness in excess of liquid assets (apart from the initial issuance of bonds) without the written majority approval of the Bondholders current at that time.

ARTICLE IV – OFFICERS

Section 1   The OFFICERS shall be members of the Board of Directors.  They shall be elected for a one year term at the first regularly scheduled Board Meeting in January.  Their term of office shall commence at that time.  The Treasurer and Manager may or may not be a member of the Board.

Section 2   The duties of the officers shall be:

                        The President shall:

Preside at all meetings of the Board of Directors.

Appoint, from the Board of Directors, the chairpersons of all  other committees.

Be an ex-officio member of all committees except the Nominating committee unless the President is one of the nominated members.

Act as the official spokesperson for OMBC in any public affairs or designate another Board member as such a spokesperson.

Coordinate the activities of OMBC and perform other duties incidental to their office.

Appoint a manager with approval of the Board of Directors if it is deemed necessary.                      

                     The Vice President shall:

Perform all duties of the President in the absence of the President.

Assume the Presidency in the event that the office of President is vacated, and serve in this capacity for the remainder of the term.

                     The Secretary shall:

Attend all Board Meetings and record all business transactions for a permanent file.

Keep a copy of the current constitution and bylaws.

Keep a roster of all officers, Board members, special committee chairpersons and members.

Process all correspondence relative to the business of OMBC.

In the absence of the Secretary, the President shall designate another person to perform the Secretary’s duties.

The Secretary shall make available a copy of the minutes of each board meeting to all Bondholders of the OMBC upon reasonable notice.

The Secretary shall maintain a list of the names and addresses of current Bondholders.

                     The Treasurer shall:

Keep accurate accounting of all monies deposited in a regularly established bank account, and keep all books of OMBC.

Pay all regularly incurred operating expenses by check including Directors’ fee, bond repayments and wages of the Treasurer and Manager, if appropriate.  Any other expenditure requires the prior approval of the Board of Directors.  All expenditures shall be properly accounted for in accordance with good accounting principles.

Present a statement of OMBC’s financial condition at each meeting of the Board of Directors.

Make the books of the OMBC’s financial condition available for review. 

Have checks paid out on behalf of OMBC.  Any check which exceeds $500.00 shall be signed by two authorized signatures.

                   The Manager of the Center Shall:

Be responsible for the upkeep of the OMBC’s equipment and premises and arrange for maintenance and cleaning.

Collate a calendar of events to be posted on the bulletin board of OMBC.

ARTICLE V – ELECTIONS

Section 1   One year after the election of three Bondholder representatives, one of these will step down from the Board of Directors and this vacancy will be filled by election.  Apart from the above, the normal term of Board Members is two years.  It is recommended that the nominated members shall serve for two years overlapping as above.

Section2   The nominated members of the Board of Directors will act as a Nominating Committee for the election of representatives of the Bondholders.

Section 3   Elections shall be by printed ballot.  Ballot papers will be distributed by the Secretary to current Bondholders by mail at their listed addresses.  These shall be returned to the Secretary by mail before the end of December.  The candidate or candidates if there is more than one vacancy, receiving the largest number of votes will be elected.

Section 4   In the event of a vacancy in the Board of Directors among the elected members, this vacancy will be filled by majority vote of the Board of Directors who may consider but are not limited to the previous election’s nominees.

ARTICLE VI – COMMITTEES

There are no standing committees.  However, the Board of Directors is authorized to appoint committees as it deems necessary.

ARTICLE VII – PARLIAMENTARY AUTHORITY

All matters or parliamentary procedure not covered by the constitution and By-laws shall be governed by Robert’s Rules of Order Revised.

ARTICLE VIII – AMENDMENTS

Amendments to this constitution and bylaws may be initiated by a preliminary majority vote of the Board of Directors.  The Secretary shall make available a copy of the wording and purpose of the proposed amendment to all Bondholders of the OMBC by mail advising them that the Board of Directors must receive any objections within four (4) weeks, at which time a final majority vote will be taken.  The Secretary shall make available the results of the Board’s final decision to the Bondholders upon reasonable notice.