May 2018 - 66

Proposed Amendments to ACBL Bylaws
Executive Summary
The ACBL Board of Directors proposes amendments to the
corporation's bylaws primarily to conform to recent changes
in New York Not-for-Profit Corporation Law (NY N-PCL) in
addition to other recommended procedural changes. The ACBL
incorporated in New York in 1937. Section 10.1.2 of the bylaws
requires that such amendments be published for the membership's information. The full text of the amendments may be
found at: acbl.org/amendbylaws.
Your comments are welcome at bylaws@acbl.org.
Here is a summary of the proposed changes:
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Section 3.3 was revised to conform to the ACBL Code of
Disciplinary Regulations inasmuch as a probation period
greater than 90 days will also adversely affect one's ACBL
membership status.
A statement was included in Section 3.5 that the inclusion
of the ACBL's arbitration clause in that section would serve
as sufficient notice of compulsory arbitration to all members as may be required in any court of law.
Sections 5.3.2 and 5.4.1 were changed to conform start
dates for district directors elected during special elections
or taking office because of a vacancy.
Section 5.3.3 imposes term limits on members of the Board
of Directors. Beginning with terms started on Jan. 1, 2019,
Board members are limited to four, consecutive three-year
terms.
Section 5.4.3 now specifies a procedure to be used when
both first and second alternate director positions are vacant.
Section 6.1.2 was changed to conform the term of office of
the chair of the Board when that director takes office at an
irregular time.
The inclusion of the treasurer as a nonvoting member of
the Executive Committee was removed. The Executive
Committee retains the discretion to include the treasurer,
and any other person, in its deliberations as a nonvoting
member.
Section 7.2.4 was changed to reflect how Executive Committee minutes are reported to the entire Board.
Section 7.3 now provides that committees of the Board
must consist of at least three Board members.
The provision indicating that the Audit Committee must
have at least one member who is not a member of the Finance Committee was moved to Section 7.3.1 from former
Section 7.4.1.
Voting for members of the Board of Directors was expanded
in Section 8.2.1.2 to include methods other than in-person
and by mail.
Minor changes in bylaws amendment procedures were
made in Sections 10.1.3, 10.2.1 and 10.2.4 to reflect the

66 Bridge Bulletin May 2018

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availability of special meetings by the Board of Directors
and Board of Governors to make a second vote on bylaws
amendments.
Other minor stylistic and grammatical changes were made
throughout the bylaws to ensure uniformity, including
changing references from "chairman" to "chair" for gender
neutrality.

Article VII - Committees (substantially rewritten)
The changes required by NY N-PCL were sufficiently substantial to warrant a complete restructuring of Article VII of
the bylaws to reflect New York's legal distinctions rather than
the distinctions the Board has sometimes used internally when
referring to its committees.
Accordingly, NY N-PCL distinguishes between committees
of the Board and committees of the corporation. The difference
is whether the committee has the authority to act on behalf of,
and bind, the Board of Directors. True Board committees have
this authority; corporation committees do not.
In the past, ACBL's bylaws and Codification referred to
standing committees, special committees or some other terminology. NY N-PCL does not use these labels and they have been
removed from the bylaws.
ACBL's current committee structure indicates that there are
three true committees of the Board: the Executive Committee,
the Audit Committee and the Appeals and Charges Committee.
These are the only committees of the Board written into
the revised bylaws, although the Board has the authority to
create new ones under Section 7.3.3. All other committees
are committees of the corporation, and the Board has more
flexibility on the method of appointing members of corporation
committees.
NY N-PCL requires that all members of Board committees
be appointed by the Board and that such committees be comprised of at least three people. This makes sense, as the committees that have the power to bind the Board should have the
blessing of a majority of the Board.
NY N-PCL requires that members of the Executive Committee be appointed by a majority of the entire Board. Section 5.2
was amended to define the term entire board, and the Board's
current procedure of electing Executive Committee members
was changed to conform to this requirement.
The required appointment of members of Board committees
by the entire Board does not apply to corporation committees.
Members of these committees may be non-directors and can
be elected or appointed in the manner set forth in the bylaws
or other regulations. Sections 6.2.1.2 and 7.4.2 gives the ACBL
Board the flexibility to appoint members of these committees
by retaining the Board custom of giving the Board president
the authority to do so, or having members of these committees
appointed as set forth in various places in the Codification. ◾

http://www.acbl.org/amendbylaws

Table of Contents for the Digital Edition of May 2018