By Laws

SECTION 5.1. POWERS AND DUTIES. The management of all business, property, interests, and other affairs of D-20 shall be vested in its Board of Directors. Among the powers hereby conferred is the power to impose sanctions in accordance with ACBL rules and regulations, to delegate non-policy making authority, and in general to take such other and further actions as may from time to time be necessary to further and implement the purposes and aims of D-20 as set forth in Article I. The Board of Directors is the sole judge of its own membership.

SECTION 5.2. DIRECTORS’ FIDUCIARY DUTIES AND STANDARDS OF CONDUCT. Each Director is subject to a duty of loyalty to the corporation and a duty of care in the performance of his duties as a Director.

SECTION 5.3. COMPOSITION AND ELECTION OF BOARD OF DIRECTORS. The Board of Directors shall consist of:

1. Area Representatives elected by Member Units,
2. The District President elected by the Area Representatives,
3. Non-voting Directors elected by Member Units or serving in appointed positions.

All Directors must be members in good standing of the ACBL as well as members of a Member Unit.

• 5.3.1. AREA REPRESENTATIVES. The Board will assign each Member Unit to a designated geographic area, known as an “Area”. The Board may adjust and amend the designation from time to time as may be appropriate. The Units in each Area of D-20 shall elect one of their members to represent the Area on the Board of Directors. The manner in which a Representative is elected shall be defined by the Units in each Area. These Directors will be known as Area Representatives, and shall serve staggered three (3) years terms as designated by the Board such that approximately one-third of the Area Representatives shall be elected each year.
• 5.3.2. VOTING BOARD MEMBERS. The following Directors shall be voting Directors:
  1. Area Representatives
  2. The District President (only to break ties)
• 5.3.3. NON-VOTING BOARD MEMBERS. The following Directors are elected by Member Units or hold offices appointed by the President or the D-20 Board and shall be non-voting Directors but otherwise have all rights and responsibilities of the voting Directors, including the right to propose and second motions before the Board:
  1. Advisory Council Representatives (3).
  2. Those serving in positions necessary to fulfilling the purposes of D-20: Appellate Chair, Disciplinary Chair, Education Liaison, I/N Coordinator, Of Council, Recorder, Tournament Coordinators, and Tournament Managers
  3. Chairs of Standing Committees
  4. The Business Manager
  5. The ACBL Regional Director for Region 12

SECTION 5.4. VOTING. Voting on any agenda item at a D-20 Board meeting may be in person, by teleconference or, in advance, by mail or e-mail.

• 5.4.1. PROXIES. An Area Representative may designate via email, mail, or text to the Secretary an individual who resides in his Area to act as Proxy at a Board meeting. A Proxy may vote on motions, but not propose or second motions. No Proxy voting shall be permitted for elections.

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 two times per year. Special meetings of the Board may be called at any time by the President, or upon the written request of a majority of the Directors of the Board.

SECTION 5.6. REGULAR MEETINGS

• 5.6.1 PLACE OF MEETING. All in-person meetings of the D-20 Board shall be held within the geographical limits of D-20. Online meetings may be conducted with no restriction on the physical location of the participants.
• 5.6.2. NOTICE. Written notice of any regular meeting stating the place, day and hour of the meeting shall be mailed, emailed, or texted no less than fourteen (14) days nor more than thirty (30) days prior to the date of the meeting. The notice shall include an agenda for the meeting.
• 5.6.3. 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 the equivalent to the giving of notice.
• 5.6.4. AGENDA. The President shall compile and cause the Secretary to distribute an agenda for each meeting not later than fourteen (14) days prior to any regularly scheduled meeting. Board members wishing to place items on the agenda shall submit them to the Secretary in writing seven (7) days prior to the meeting. The President may add such items to the agenda. Should the President fail to do so, his decision will be subject to Board review during the scheduled meeting.

SECTION 5.7. SPECIAL MEETINGS. Special meetings of the Board may, at the discretion of the President, be conducted by means of electronic communication. In addition, the Board may act without the necessity of a special meeting by written request signed by a majority of the voting Board members and delivered to the President or Secretary.

SECTION 5.8. QUORUM AND VOTING. A majority of the voting members of the Board of Directors, including their proxies, if given, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority of those voting shall decide any resolution except one that amends these Bylaws (see Article VIII). Resolutions brought before the Board on which a vote is tied shall be deemed not to be carried.

SECTION 5.9. REMOVAL. A Director may be removed for cause at any meeting of the Board of Directors provided two-thirds (2/3) of those present shall so vote. The Director subject to removal for cause shall be notified in writing of the grounds for such removal. Such notice shall be delivered by certified mail. The grounds for such removal must be submitted with the notice of said meeting and said Director shall have a reasonable opportunity at said meeting to object to and argue against their removal with representation by counsel of their choosing at their own expense.

SECTION 5.10. 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 5.11 FORFEITURE/VACANCY.

• 5.11.1 FORFEITURE. The Secretary shall promptly notify the Units in any Area whose Representative fails to attend two consecutive Board meetings, either in person or via proxy. The Area so notified may, but is not required to, elect a successor Representative to complete the existing term of any such Representative. Should the Area fail to elect a successor Representative, then the incumbent Representative shall continue to represent the Area.
• 5.11.2. VACANCY. If an Area Representative resigns or otherwise vacates the office, then the Units in that Area are required to elect another Representative. Area Representatives who complete their term of office (three years) may be reelected for additional terms at the discretion of the Units of the Area. Vacancies in the Board of Directors whether caused by resignation, death or otherwise, may be filled by election by the Member Units, or by the affirmative vote of a majority of the remaining voting directors. A Director elected or appointed to fill any vacancy shall hold office for the unexpired term of his predecessor and until a successor is elected.