BBA Constitution   11/11/08  

NOTICE
of  the
BBA  ANNUAL  GENERAL  MEETING

Wednesday, November 26, 2008   6:30 pm sharp

Agenda Highlights
* President's Report
* Treasurer's Report
* Approval  of  revised  Constitution
         (The final version, after input from a Constitution Review
         Committee, the membership, and the current Board is being
         posted on our web site - see blow)
* Election of Board for 2009
     The following slate has been proposed by a Nominating
     Committee.   Further nominations may be made by
     submitting the name to any member of the Nominating
     Committee (Marc Brenner, Pat Brenner, Helene Taylor) or to
     a member of the current Board of Directors.
     All nomination forms must include a mover, a seconder, and
     include the approval of the person being nominated.
     Nominations may also be made on the floor the night of the
     meeting.

President – Elizabeth LeClair                      Vice President – Ron Moore
Chief Games Director – Marc Fournier       Treasurer – Bruce Dinniwell   
Club Manager – Maggie Sparrow               Secretary – Pat Powell
Social Co-ordinator - Mary Ellen Jones 
Novice Co-ordinator – Liz Stiff
Member-at-Large – Terry Burns
Past President (ex-officio) – Paul Campbell   

FINAL  DRAFT OF PROPOSED CONSTITUTION
November '08
BARRIE BRIDGE ASSOCIATION

Article 1:  NAME
The name of the organization shall be the "Barrie Bridge Association", hereinafter referred to as the
"Association".

Article 2:  MISSION STATEMENT
The mission of the Association is to bring together bridge players who have a mixture of experience and
abilities, and provide them with a variety of opportunities to learn and play bridge in a comfortable social
environment in accordance with ACBL policies as a sanctioned open club.

Article 3:  MEMBERSHIP
The membership of this Association shall be open to all persons subject to the rules, regulations, and other
requirements of the Association.  Non-members may participate in club activities, but shall be subject to
special charges.  Any member or non-member who has consciously and willfully acted in such a way as to
harm, hurt, or damage the well-being or the good name of the Association, shall be declared a persona non
grata, and shall henceforth be barred from membership and participation in any club activity, program, or
event.  The decision lies with the Board, subject to the approval of the membership in a secret ballot.  Upon
rare circumstances, an expelled person may be reinstated.  The decision of the Board in this regard shall be
subject to the approval of the membership in a secret ballot.  Approval for this and any other vote indicated
in this Constitution requires the support of 50% plus one of all members present.

Article 4:  DUES AND FEES
Membership dues, game fees, other charges, and free games shall be reviewed by the Executive Board at
the start of each calendar year and also when otherwise needed.

Article 5:  GOVERNANCE
The Association shall be administered by an Executive Board that shall have the general decision-making
power in regard to the organizing and functioning of the Association unless otherwise provided for in this
Constitution.  The Board shall consist of the following nine voting elected members and the immediate Past
President who has served at least a one-year regular term as President.  His/her ex-officio term shall not
exceed one year.  The elected members shall be members in good standing.
 President  Vice President
Secretary  Treasurer
Club Manager  Chief Games Director
 Social Co-ordinator Member at Large (1 only)
 Novice Co-ordinator (1 only)
 Immediate Past President (Ex-Officio)

Article 6:  BASIC OPERATIONAL POLICIES
In its day-to-day operations, the Association shall be governed by the following basic policies:

6.1  The Association shall operate as a non-profit organization.  Therefore, the monies charged or received
       by the Association shall be in direct proportion to its pre-determined recurrent expenses as reflected in
       its yearly budget.  A reserve fund, not exceeding eight thousand dollars, shall be secured and set aside
       for emergent needs specifically used for the benefit of the members in the succeeding year as
       determined by the Board and reflecting the wishes and the general consensus of the membership.  All
       funds generated by any Association activities shall become the property of the Association and shall be
       administered by the Board.  All monies of the Association shall be placed in a recognized chartered
       financial institution.  Cheques must have the signatures of any two of the following four officers:
       President, Vice President, Secretary, Treasurer.
                  PAGE 1
     -2-

6.2  Excess reserve funds for special situations may be approved by the membership subject to the
       following considerations:
 -the specific purpose of the excess fund must be stated
 -a maximum amount to be accumulated must be indicated
 -the method of achieving the funding must be clearly stated
 -the funding program must be reviewed every 3 years
 -the membership shall decide the disposition of the accumulated funds if the fund is no longer
                required.
6.3  All organizational positions shall be voluntary in nature.  However, using its discretion, and without
       setting a precedent, the Board may, at times, decide to materially reward a position-holder for his/her
       services above and beyond those prescribed for his/her position in this Constitution.  The Club
       Manager would normally be the only position receiving a cash honorarium. 
6.4  The Chief Games Director shall be an ACBL certified director.  In his/her absence, the Board shall
       appoint a temporary Chief Games Director pending the appointment of a certified Chief Games
       Director.  The Board shall ensure that an adequate number of qualified games directors are constantly
       available to provide directing services.  To this end, the Board shall encourage individual members to
       become directors and shall arrange training programs from time to time.  The rate of payment to
       Games Directors, and their responsibilities, other than those set forth by the ACBL, shall be
       determined and reviewed by the Board at the start of each calendar year.
 6.5 The Association shall maintain a credible bridge teaching program.  When advantageous, and under
       proper conditions, such a program may be operated outside of the direct control of the Association.
       However, the bridge teaching function shall inherently belong to the Board.  In any event, the Board
       shall make sure that it is kept fully informed of the planning, fees, advertisement, and other matters
       related to the teaching program.
  6.6 The Association shall adhere to the requirements of the ACBL insofar as the actual playing of the
       games and related rules are concerned.  In all other matters, the Association shall act as a completely
       self-governing and self-regulating local body.
6.7  The Association shall maintain a liaison with Unit 246.
6.8  The Association shall adhere to the Zero Tolerance Policy as set forth by the ACBL.
6.9  The spending power of the Board, at any one time, shall be limited to an amount not exceeding one
       thousand dollars, except for recurrent expenditures.  For greater amounts, prior approval of the
       membership at the Annual General Meeting or a special membership meeting shall be  necessary.
6.10 A Board member shall resign if a petition to that effect has been signed by 15 members of the
        Association, subject to a simple majority approval by the membership at the Annual General Meeting
        or a special membership meeting called to consider the petition.
6.11 If  the Association is unable or unwilling to sustain itself, it shall be dissolved by a vote of the existing
        membership.  The membership shall decide the disposition of any net assets.
6.12 The fiscal year shall be from January 1 - December 31.
6.13 The financial books of the Association shall be audited annually.  This may be in the form of an
        external audit or, alternatively, an internal audit shall be performed by an Ad Hoc Audit Committee of
        three members appointed by the Board.
6.14 Any member may suggest issues for the Board to consider.  If the Board chooses not to consider the
        issue, the member may proceed further by obtaining the supporting signature of 25 other members
        and re-submit the issue to the Board, at which point the Board will be bound to consider the issue.   If,
        after due consideration, the Board in its wisdom decides that the matter has received sufficient
        attention and does not wish to act further, the issue shall be considered closed until a new Board has
        been elected.

           PAGE 2
     -3-

Article 7:  DUTIES AND RESPONSIBILITIES OF ELECTED OFFICERS
The Executive Board members shall each perform his/her assigned responsibilities in accordance with the
Bylaws.

Article 8:  APPOINTMENTS
As and when necessary, the Board may appoint members to non-elected functional positions.  The
appointed individuals may be asked to participate in the deliberations of the Board, but shall not have a
vote.  Further, these positions may be filled by elected Board members.  A list of such positions, and their
responsibilities, are laid out in the Bylaws.  Specific job descriptions, including who the appointees are to
report to, are to be determined when the appointments are made. 

Article 9:  ELECTION OF OFFICERS
Members of the Executive Board shall be elected or re-elected every year at the Annual General Meeting,
which will normally be held on the second Wednesday in November.  Under normal circumstances, the
following election procedure shall be adopted:
9.1  Each year, a Nominating Committee of three persons from the general membership  shall be appointed
       by the Board.  This Committee should be formed at least two months prior to the Annual General
       Meeting.  One of these three members will accept the title of Chairperson of the Committee.  The
       purpose of the Committee shall be to canvas the current membership, including the Board, to compile a
       possible slate of officers for the ensuing year with a minimum of one member willing to stand for
       election of each position.  The Chairman of the Nominating Committee will not be eligible to stand for
       election, but the other two members may do so.
9.2  After obtaining the consent of the persons concerned, the slate shall be presented to the Board at least
       one month prior to the Annual General Meeting, at which time it will also be posted at the clubhouse.
9.3  Any member may make additional nominations.  Such nominations must be made in writing, duly
       seconded in writing, and contain the consent of the nominee.  These nominations must be handed to a
       member of the Nominating Committee, or in their absence, any member of the current Executive
       Board. 
9.4  All such nominations will be closed at game time one week prior to the start of the Annual General
       Meeting.  At the beginning of each bridge session for the week prior to the close of nominations, an
       announcement will be made to members about the upcoming closing of nominations.  No further
       nominations will be accepted after this date including at the Annual General Meeting.  This will allow
       time for the printing of ballots, if necessary, and will assist in reducing the voting time during the
       Annual General Meeting.
9.5  In the event that an election is necessary for any of the positions, the Chairperson of the Nominating
       Committee will preside over all facets of the election process.
9.6  For the convenience of members, and to maximize voting, advance polling shall be arranged by the
       Board.  A sealed ballot box shall be made available at each bridge session during the week of the
       election.  Voting shall be done in person with no proxy ballots allowed. 
9.7  Only members in good standing shall have a vote, or the right to hold office.
9.8  Ballots will be counted twice immediately following the voting by the Chairman of the Nominating
       Committee, assisted by one other member who is neither running for office nor a member of the
       current Board.
9.9  The term of office for elected members shall be one calendar year.

Article 10:  MEETINGS
10.1  Board meetings shall be held at least once every two months, except during the summer season.  A
         simple majority of voting members shall constitute a quorum.  The meeting dates shall be set by the
         Board.
10.2  Lengthy or difficult issues shall be committed to Ad Hoc sub-committees appointed by the Board.
         Such sub-committees will report to the Vice President.  The recommendations of such ad hoc
         committees shall be most highly regarded by the Board, but the Board is not bound by these
         recommendations and may in its discretion decide otherwise.
           PAGE 3
     -4-

10.3  All meetings shall be conducted according to democratic principles and common rules of
         parliamentary procedures.  Disputes shall be settled using Robert's Rules of Order. 
10.4  Any member of the Association may attend Board meetings.  Upon request, he/she shall be granted
         floor privilege under "Other Business" of the agenda.  If a member wishes to contribute an item to be
         included in the agenda, he/she should inform a Board member prior to the meeting as a matter of
         courtesy.
10.5  Board members shall be expected to attend all Board and membership meetings except when
         prevented by unavoidable circumstances.  When feasible, the member concerned must inform the
         Secretary or the President of  his/her inability to attend.
10.6  The Chairperson (normally the President) shall not vote except to break a tie.
10.7  When a Board member has, or appears to have, a conflict of interest, he/she shall declare the conflict
         of interest and withdraw from the Board meeting until the issue has been resolved.
     
Article 11:  AMENDMENTS
The following process shall be adopted to effect constitutional revision or amendment. 
11.1  The Constitution should be reviewed every 5 years unless a special circumstance arises whereby the
         Board decides to review it sooner.
11.2  For any review, the Board shall appoint an Ad Hoc Constitution Committee consisting of two Board
         members and two persons from the general membership.
11.3  The recommendations of the Constitution Committee shall be reviewed by the Board.  A copy of the
         proposed Constitution, along with comments from the Board, shall be posted at the clubhouse by
         September 1st, approximately  two months prior to the Annual General Meeting.  Members will have
         until September 30 to propose amendments.   The Constitution Committee and Board will have two
         weeks to consider these amendments and incorporate any revisions they feel necessary into the
         Constitution.  The final version of the amendments/revisions shall be prepared by the Constitution
         Committee/Board and shall be posted for two weeks and made available to the general membership.
         It shall then be put to a simple majority vote of the members attending the Annual General Meeting.
         The vote will be to accept or reject the entire Constitution as presented.
11.4  A bylaw may be amended by the Board whenever there is a compelling reason for it.
11.5  Where a question arises as to the interpretation of any part of the Constitution, the original Ad Hoc
         Constitution Committee shall be reconstituted to render an opinion.  If one or more original members
         are missing, the Board shall nominate substitutes.  The interpretation of the committee shall be final.

DECLARATION

This Constitution, together with the appended Bylaws, as adopted by the Barrie Bridge Association on this       
day of         , 2008, shall supercede any prior Constitution, and shall henceforth be the only instrument
governing and controlling all aspects of the existence of the Association.

Signed by the members of the Constitution Committee

Mary Anderson  ________________________________

Joe Brosseau  ________________________________

Paul Campbell ________________________________

Janis Halbert (Chair)  _____________________________

           PAGE 4
           
     -5-

BYLAWS

1.  THE ELECTED OFFICERS
The duties and responsibilities of elected officers shall be as follows:

President
-Act as the chief administrative officer, spokesperson for the Association, and enforce the Constitution
- See that the financial and functional health of the Association is well maintained
- Preside over all membership meetings and normally chair the Executive Board meetings
- Be responsible for the effectuation of Board decisions
- Compose the agendas for meetings, with input from the Board and other members
- Prepare, in conjunction with the Treasurer, the annual budget for the approval of the Board within one
month of the start of the calendar year
- Have custodial responsibility for the property of the Association
- Report to the Board on relevant matters
- Keep the membership apprised of the health and welfare of the Association
- Ensure that the Vice President is able to assume the presidential responsibilities should the need arise
- Be one of four cheque signing authorities

Vice President
-Familiarize himself/herself with the role and responsibilities of the President
- Assume the Presidential responsibilities in the absence of the President
- Assist and counsel the President in the conduct of the Association's business
- Be one of four cheque signing authorities

Secretary
- Assist the President in making arrangements for all meetings, including the Annual General Meeting
- Prepare the agendas for all meetings
- Notify all concerned about the dates, times, and locations of meetings in advance
- Record the minutes of all meetings and distribute them to Board members and post them at the club
- Maintain all Association files and records including correspondence, minutes, financial reports,
agreements, leases and other necessary documents for a period of not less than seven years.
- Be one of four cheque signing authorities

Treasurer
- Manage and oversee the finances of the Association for the Board
- Consult with the President to prepare the annual budget for the Association
- Collect/receive table fees and all other income/proceeds for the Association
- Deposit all Association monies and maintain an up-to-date bank account
- Make all payments/disbursements on behalf of the Association
- Present a report on the current state of the finances at every Board meeting
- Present a complete financial report to the membership at the Annual General Meeting
- Prepare and maintain all accounting records/books for audit
- Be one of four cheque signing authorities and ensure that all cheques paid out have two of the four
authorized signatures

           PAGE 5
          
     -6-

Club Manager
- Keep liaison with the ACBL on behalf of the Executive Board
- Prepare and post a schedule of yearly games, including special games sanctioned by the ACBL
- Prepare and file month-end reports with the ACBL
- Prepare an annual budget for supplies and materials for inclusion in the general budget
- Purchase needed supplies and materials as budgeted by the Board
- Arrange for appropriate trophies and prizes to be awarded as approved by the Board
- Maintain such records as needed to determine said trophy and prize winners

Chief Games Director
- Perform all functions mandated by the ACBL
- Prepare and maintain an up-to-date schedule of directors for all club games
- Arrange for other members to assist in dealing with zero tolerance complaints and chair said meetings
- Maintain a record of all zero tolerance records and any other incidents/correspondence to be passed on
to succeeding Chief Game Directors

Social Coordinator
- Make the necessary arrangements for all social functions
- Obtain supplies for game time coffee, tea, cookies, etc
- Maintain a list of volunteers for performing social functions
- Prepare an annual budget for social functions for inclusion in the general budget

2.  THE APPOINTED POSITIONS
As and when necessary, the Board may appoint members to functional positions.  These individuals may
choose to, or may be asked to attend Board meetings but shall not have a vote.  Further, these positions may
be filled by the elected members.  Such appointments and their duties may include, but not be limited to the
following.  Specific job descriptions should be detailed upon appointment:
- Two Honourary Advisors to provide advice to the President or the Board when so requested
- Assistant Club Manager to share in the performance of Club Manager's duties and assume the
responsibilities in the absence of the Club Manager.  This person shall co-ordinate information about
the organizing, advertising, and lessons of the teaching program
- Publicity Manager to undertake publicity and public relations work
- Assistant Social Co-ordinators to assist the Social Co-ordinator as and when needed
- Ticket Sale Co-ordinator to c-oordinate the sale of tickets for special occasions
- Membership Secretary to co-ordinate the sale of memberships , and provide the Board with the list of
membership, with contact information, and update it as and when necessary
- Special Card Sender to see that members are remembered at special occasions in their lives

DECLARATION
These Bylaws, together with the Constitution, as adopted by the Barrie Bridge Association on this the       
day of           , 2008, shall supercede any and all prior Bylaws or Constitution, and shall, henceforth, be the
only instrument governing and controlling all aspects of the existence of the Barrie Bridge Association
Signed by the members of the Constitution Committee

Mary Anderson  ________________________________

Joe Brosseau  ________________________________

Paul Campbell ________________________________

Janis Halbert (Chair)  _____________________________     PAGE 6