American Contract Bridge League
District 8 Board meeting
Illini Regional Tournament
Saturday May 23, 2015
Hawthorn Suites Champaign Illinois

Board and Committee Members present: Debbie Avery, Michael Carmen, Gary Chaney, Karen Coe, Jay Coleman, Marilyn Croft, Kimberly Grant, Martha Leary, Marci Meyer, John Pree, Debbie Romero, Linda Seibert, Carole Sholes, Ron Sholes, Rick Beye, Margaret Hansell, Georgia Heth, Chris Shaw, Mary Beth Shaw, Neil Whittle, and Hugh Williams.

Board and Committee members absent: Ron Brotherson, Scott Davis, Camilla Rabjohns, John Kinst, Tom Oppenheimer, Karen Walker, Milt Zlatic.

Ms. Leary called the May 23, 2015 District 8 Board of Directors meeting to order at 9:30 AM. She introduced new Board member Gary Chaney and welcomed Rick Beye as the District’s new tournament coordinator. Ms. Leary noted that the minutes of the last meeting had been corrected to reflect that Ron Sholes was present. Jay Coleman moved to accept the minutes of the August 16, 2014 meeting as corrected. Second, Ms. Coe carried.

Treasurer’s report: Ms. Avery submitted the calendar year final report of income and expense, the current year’s income and expense, the District check and money market registers and the NABC CD statement. Mr. Coleman moved to accept the Treasurer’s report as presented. Second Mr. Carmen carried,

President’s report: Ms. Leary thanked Debbie Romero for her service as President of District 8 for the past two years. She noted that the District Board had a hero in their midst as Mike Carmen had been named as the ACBL Volunteer of the Year. She reported that a donation in memory of Jeff Johnston, ACBL tournament coordinator, had been made to St. Jude Children’s Hospital by District 8.

ACBL Director’s report: Ms. Heth reported that the two big issues discussed by the ACBL Board of Directors were masterpoint awards for progressive sectionals. The second issue was the update of the ACBL score program. She noted that between writing off the cost of ACBL Score Plus, the paying out the existing pension plan, and buying annuities resulted in about a 3.5 to 4 million dollar change in the budget position. A committee has been formed to write a new ACBL Score program. She noted that a copy of the minutes of the entire meeting is on the ACBL website.

Audit Committee report: Mr. Carmen reported that he found no inconsistencies in the documents provided. 

Charity Committee report: Ms. Croft announced that the District- Wide Charity games will be held during the whole month of October. The proceeds will benefit the Youth Bridge program.

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Minutes of the District 8 Board meeting May 23, 2015

Goodwill Committee: Ms. Heth reported that the Board had to make a decision regarding the goodwill pins. We had enough for this year but that we would need to order more very soon. The cost has increased to $55 per pin. She asked the Board to give her direction regarding the goodwill pins. Mr. Coleman moved that Georgia order 25 pins to last for 5 years. Second, Ms. Sholes carried.

Discipline Committee report: No report.

Appellate Committee report: No report.

Education report: Ms. Shaw reported that the Adult Bridge Boot Camp has been very successful and they are planning more for 2015. She thanked District 8 for the financial support.

Youth Coordinator report: Mr. Shaw reported that the Youth Bridge Camp will end one day earlier this year to avoid a conflict with the 4th of July. He also noted that St. Anthony and Teutopolis schools were the only two schools to participate in the Bridge in the Schools programs. He said that the teachers are so overloaded due to the Common Core mandate that there is very little time for bridge. The first Youth Bridge Conference held in Gatlinburg was well attended. Ms. Romero noted that there is a program that Unit 143 is researching that involves a Boy Scout Merit Badge for learning to play bridge. Ms. Heth mentioned that the 2020 Olympics in Tokyo has agreed to take an application for bridge to be an ancillary competition.

Tournament coordinator’s report: Mr. Beye distributed copies of the tournament calendar that reflected a five-year horizon. He noted that the Champaign Regional has not been sanctioned after 2016 but other Regionals are sanctioned well into the future. 

Regional Tournament Reports:

Champaign: Ms. Sholes noted that the preliminary indications were that the attendance was down by 35 percent. 

Ft. Wayne:  Ms. Grant distributed the 2014 financial report for Ft. Wayne she noted that they hosted 836 tables, up from 755 tables the prior year. She presented the 2015 proposed schedule for the Fort Wayne Fall Regional. Mr. Carmen moved to approve the proposed schedule as presented. Second, Ms. Romero carried.

St. Louis: Mr. Carmen distributed the 2014 financial report for the St. Louis regional. He noted that they hosted 1331 tables, down about 100 tables from the prior year.

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Minutes of the District 8 Board meeting May 23, 2014

Future Regional Reports:

Champaign: Ms. Sholes reported that she would have the proposed schedule for the meeting in St. Louis.

Crystal Lake/ Effingham: Ms. Croft expressed concern for the Crystal Lake regional as their room night reservations are down from last year. She was afraid the proximity of the Chicago NABCs in August could be the cause.
Ms. Coe reported that things seemed to be on track for a successful Regional in June.

Ft. Wayne: Ms. Grant presented the budget for the 2015 Ft. Wayne Regional. Ms. Leary noted that schedule approval for Ft. Wayne will be done via email as it will give the Tournament committee time to assess their schedule after the conclusion of their tournament. Ms. Grant requested an agenda item in St. Louis to extend the Ft. Wayne dates through 2017. She needs to be able to lock into the rates after their tournament this year to keep their rates at a lower level for 2016 and 2017.

St. Louis: Mr. Carmen distributed flyers for the upcoming regional. He noted that the room reservations are up at this time.

STaC report: No report. Ms. Heth proposed to bring a motion to her Board that non-ACBL members pay a surcharge for STaC events.

NAP report: Ms. Leary distributed her financial report for the NAP event. She reported that the location for the NAP event will be at the Fluid Events Center in Champaign. The NAP will be a one day event on Sunday November 8, 2015. A discussion of the use of the Mid- Chart will be presented in St. Louis.

GNT report: Ms. Heth reported that she had changed the format this past year due to a change in the site. This change had flights A and B play Saturday and Sunday, the Open flight and flight C both had a one day event Sunday only. After review Ms. Heth feels that she will be able to run the Open flight, flights A and B on Saturday with the finals on Sunday. The C flight will remain a one day event on Sunday. She asked the Board for input to allow the use of  Mid Chart conventions for the Open and A flights. Ms. Meyer moved that the Open flight and the A and B flights begin on Saturday and the Finals of the A and B flights and flight C GNT event be held on Sunday. Second, Mr. Coleman carried. Ms. Meyer moved that the Grassroots funds be evenly divided among the four flights of the GNT. Second, Mr. Coleman carried.

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Minutes of the District 8 Board meeting May 23, 2015

First Reading of proposed changes to the District 8 Bylaws:

The proposed changes will be shown in bold.

American contract Bridge League District 8 Bylaws
Article I: Name and Offices
Section A. the name of this organization is the American Contract Bridge League District 8, Incorporated ( American Contract bridge League hereafter referred to as “ACBL” District 8 hereafter referred to as “the District”
Section B. The District is incorporated as a nonprofit corporation under the laws of the State of Illinois and shall be governed by the nonprofit corporation law of the State of Illinois.

Section C. The registered office of the corporation shall be located in the State of Illinois at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law.

Section D. The District is a separate legal entity that interacts with the ACBL and exists for the purposes specified in Article II of these bylaws. In its interaction with the ACBL the District and the ACBL members that are members of the District shall be subject to abide by the bylaws and regulations of the ACBL as in existence and amended from time to time by the ACBL. The District shall conduct its affairs in a manner consistent with the rules, regulations, policies, procedures and bylaws of the ACBL. No rule, regulation or bylaw adopted by the District shall be inconsistent with or be in contravention of the rules regulations and bylaws of the ACBL.

Article II: Objectives
No changes made

Article III: Membership
Section A. A Unit is the geographical Area within a district, which is presently or may be in the future be assigned to it by the Board of Directors of th ACBL. The units within which the District has ACBL jurisdiction are such units as are presently or may be in the future be assigned to it by the Board of Directors of the ACBL.

Section B. All ACBL Units which are or hereafter come into being within the geographical boundaries of the District, are automatically Member Units of the District so long as they remain within the District, without requirement of any petition or formal action on the part of the Unit.

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Minutes of the District 8 Board meeting May 23, 2015

Proposed Bylaw changes continued: 

Article III Membership continued:
Section C. In accordance with the procedures established by the ACBL Board of Directors and the District Board of Directors, the Member Units shall have voting rights and other legal rights or privileges in connection with the governance of the District. Member Units shall be required to abide by the bylaws, regulations, policies, code of conduct and ethics standards established by the ACBL.

Article IV: Board of Directors

Section A. The Board of directors shall be the governing body. All members of the District 8 Board of Directors shall be a resident of the District.

Section B. (1) Each Unit Board of Directors shall select two of their resident members to be Unit representatives and members of the District Board of Directors in addition to the Unit President. Should the Unit President elect not to serve on the District Board he may appoint a resident member of the Unit to be a Director in his place, who will have full voting privileges. The term of office for each selected members shall be (2) two years to coincide with the terms of Board of Directors President and Vice president (see article VII, paragraph B1). All Board Members shall hold office until their successors are selected and qualified or until their sooner death, resignation or removal. They shall be selected in different years to begin their terms as representatives. The Unit President or his appointee shall serve for the duration of the Unit President’s term.

(2) Member Units shall notify the District Administrative Secretary-Treasurer in writing as to the names of those selected immediately following such a selection.  In the event of a vacancy Presidents with approval of Unit Boards of Directors, shall appoint replacements for the balance of such representative’s term and shall submit in writing promptly the names of such replacements to the District Administrative Secretary-Treasurer.

(3) No changes
(4) No changes

Section C. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until a successor is selected and qualified, and shall be a member of the same Unit as the Director being replaced.
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Minutes of the District 8 Board meeting May 23, 2015
Proposed Bylaw changes continued:

Article IV; Board of Directors
Section D. Any director may resign at any time 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 shall 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 E. A Director may be removed for cause at any meeting of the Board of Directors provided two-thirds 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 and shall be mailed at least fourteen days before the date of the meeting. The grounds for removal must be submitted with the notice of said meeting and said Director shall have a reasonable opportunity at said meeting to object and to argue his removal with representation by counsel of his choosing at his own expense.

Article V; Powers of the Board of Directors
No changes made.

Article VI: Meetings of the Board

Section A. No changes.
Section B. No changes.
Section C. No changes.
Section D. No changes.

Section E.  The Board of Directors may take action without a meeting if consent in writing, setting forth the action taken, is signed by unanimous consent of the Directors who vote on the matter. At least three-quarters of the members eligible to vote must vote to constitute a quorum for this action.  An email reply shall constitute written approval for the purposes of this section. Once the electronic action is sent out, the vote shall remain open for 72 hours. In the absence of a quorum or of unanimous consent, no immediate action will be taken, and the issue shall appear on the agenda for the next Board of Directors meeting. All the approvals evidencing the consent shall be delivered to the District Administrative Secretary –Treasurer and ratified at the next scheduled Board of Directors meeting.

Section F. Attendance of a director at a meeting shall constitute a waive of notice of such meeting, except where a director attends for the express purpose of objection 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.
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Minutes of the District 8 Board meeting May 23, 2015
Proposed Bylaw changes continued:
Article VII Officers and their election: Appointment of a District Administrative Secretary-Treasurer
Section A. The officers shall be a President, a Vice President and a chairman of the board. The officers of the District shall serve without compensation but may be authorized to receive reimbursement of expenditures made on behalf of the District.

Section B. (1) The President and Vice president shall be elected from the Board membership at the Annual Meeting held between July 1 and December 31. They shall serve for one (1) year or until their successors are duly elected. Their service will begin on January 1 of the year following their election. The president and the Vice President shall not be members of the same Unit. An officer may be removed for cause at any meeting of the Board of Directors provided two-thirds of those present shall so vote. The officer subject to removal for cause shall be notified in writing of the grounds for such removal. Such notice shall be delivered by certified mail and shall be mailed at least fourteen days before the date of the meeting. The grounds for removal must be submitted with the notice of said meeting and said officer shall have reasonable opportunity at said meeting to object and argue his removal with representation by counsel of his choosing at his own expense.

(2) The President is limited to tenure of two (2) successive terms
(3) No changes.
(4) No changes.
(5) No changes.
(6) No changes.

(7) An officer may resign at any time delivering written notice to the President or Secretary, or by giving oral or written notice at any meeting of the Board of Directors. An officer’s resignation shall take effect upon delivery of notice unless the notice of resignation specifies a later effective date. Acceptance of an officer’s resignation will not be necessary to make it effective.

Section C. The District Administrative Secretary-Treasurer shall be a resident of the District but need not be a member of the Board of Directors. With approval of the Board of Directors, the President-Elect shall appoint a District Administrative Secretary-Treasurer to serve during his term of office as President. The District Administrative Secretary-Treasurer shall have no vote unless pursuant to Article IV, Section B. The District Administrative Secretary-Treasurer may be paid such annual compensation as shall be determined by the Board of Directors at each Annual Meeting. The District Administrative Secretary-Treasurer may be removed for cause at any meeting of the Board of Directors provided two-thirds of those present shall so vote. He shall be notified in writing of the grounds for such removal. Such notice shall be delivered by certified mail and shall be mailed least fourteen days before the date of the meeting. The grounds for removal must be submitted with the notice of said meeting and said person 
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Minutes of the District 8 Board meeting May 23, 2015

Proposed Bylaw changes continued:

Section C. continued:
shall have a reasonable opportunity at said meeting to object to and argue his removal with representation by counsel of his choosing at his own expense. He may resign at any time delivering written notice to the President, or by giving oral or written notice at any meeting of the Board of Directors. His resignation shall take effect upon delivery of notice unless the notice of resignation specifies a later effective date. Acceptance of the resignation will not be necessary to make it effective.

Article VIII. Duties of Officers and District Administrative Secretary-Treasurer

Section A. No changes
Section B. No changes

Section C. The Chairman of the Board shall perform the duties of the Vice-President in the event the Vice President is unable to fulfill his duties. He shall act as an advisor to the Board on District operation.

Section D. District Administrative Secretary Treasurer…..no changes

(1)	No changes
(2)	No changes
(3)	He shall keep a record of the District and Minutes of its meetings and shall perform such other duties as requested by the President of the Board of Directors.
(4)	No changes

Section E. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer’s place by the provisions of these by laws, The Board of Directors may, from time to time, delegate the powers of duties of such officer to any other officer, director or other person it may select.

Article IX. Member Units
Section A. No changes
Section B. No changes
Section C. No changes
(1)	No changes
(2)	No changes
(3)	No changes
(4)	No changes

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Minutes of the District 8 Board meeting May 23, 2015

Proposed Bylaw changes Continued:

Article X. Amending the Bylaws
These bylaws may be amended in the following manner:
(1)	No changes
(2)	No changes
(3)	If the proposed amendment is approved for consideration by the Board of Directors after the first reading, it shall then be placed on the agenda for the next regular meeting, along with further amendments, for a final vote.
(4)	No changes

Article XI: Miscellaneous

Section A. If any portion of the Bylaws shall be invalid or inoperative, then to the extent reasonable and possible, the remainder shall be valid and operative, and effect shall be given to the intent that portion held invalid or inoperative manifests.

Section B. Whenever the context indicates, the masculine gender shall encompass the feminine and neuter, and the singular shall encompass the plural or vice versa. The headings are solely for organization, convenience and clarity. They do not define, limit or describe the scope of these bylaws or the intent in any of the provisions.

Section C. The District shall keep correct and complete books and records of accounts and shall keep minutes of all proceedings of its Board of Directors and membership meetings.

After discussion, Mr. Coleman moved to proceed with a vote of the District Board on the consideration of the proposed changes as clarified and presented excluding Article IV: Board of Directors. Second, Mr. Carmen carried.
The Board voted to approve for consideration the first reading of the proposed bylaw changes excluding Article IV; Board of Directors. The second reading of the proposed changes without Article IV: Board of Directors will take place at the Annual Meeting in St. Louis July 18, 2015.

The Standing rule updates will be presented at the Annual Meeting in St. Louis July 18, 2015.

 Being no further business before the District 8 Board of Directors Mr. Coleman moved to adjourn the May 23 meeting of the District 8 Board of Directors. Second, Mr. Carmen
Respectfully submitted
Deborah Avery
Minutes of the May 23, 2015 District 8 Board meeting