The name of the corporation is Massachusetts Chess Association, otherwise known as MACA. The address of MACA shall be the address of the incumbent President or a Post Office Box established for the purpose of locating the organization.

The organization shall establish or adopt a set of Rules of Order consistent with the intent and general process as Robert's Rules of Order Newly Revised. These rules shall govern the conduct of the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws. What any other work may say on any point, no matter how persuasive, has no authority if in conflict with those adopted by MACA.

The organization shall establish and maintain a document to be titled "Policies and Procedures", which provide greater detail of the workings of the organization than is appropriate for these bylaws. This document is intended to serve as an organizational memory to survive the changing makeup of the Board of Directors.

All membership dues shall be determined by a two-thirds (2/3) vote of all members of the Board of Directors.

The classes of membership shall be as follows:

The Board of Directors shall consist of no more than fifteen (15) voting members of MACA. The Board of Directors shall be composed of Executive Officers and Directors as defined in these bylaws.

The management of the affairs of MACA shall be vested in the Board of Directors and may exercise all the powers of the corporation, except those powers reserved to the members by law or these bylaws.

All matters of business that the board may act upon, unless otherwise specified by these bylaws or the established Policies and Procedures of MACA, shall be determined by a Majority vote of all members of the Board of Directors. It therefore follows that a quorum of the Board of directors is the number required to reach a Majority vote of all the members of the Board of Directors. (i.e. 15 members, 8 for quorum, 14 then 8, 13 then 7, 12 then 7, 11 then 6, 10 then 6, 9 then 5, etc.)

Unless otherwise directed by a two-thirds (2/3) vote of all members of the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed by the corporation shall be signed by the President or by the Treasurer.

The Executive Officers shall be the President, Vice President, Treasurer and Clerk.

The Executive officers comprise the entity known as the Executive Committee. The Executive Committee has the authority to act in behalf of the Board of Directors between meetings of the Board of Directors. The Executive Committee does not have the authority to modify any action previously taken by the Board of Directors. Authority is further limited to only those actions that do not require a two-thirds (2/3) vote of all members of the Board of Directors

A Majority vote of all members of the Executive Committee is required for any action taken by the Executive Committee. All actions taken by the Executive Committee must be placed on the Agenda for the next meeting of the Board of Directors for the purpose of reporting such action.

All members of the Board who do not hold an Executive office are referred to Directors. Directors who do not chair any committee are referred to Directors at Large.

Any Vacancy on the Board of Directors that occurs between the annual election of officers may be filled or left vacant, at the discretion of the Board of Directors. The vacancy may be filled by a two-thirds (2/3) vote of all members of the Board of Directors.

Any member of the Board of Directors, whether an Executive Officer or a director at large, may be removed by a two-thirds (2/3) vote of all members of the Board.

An Executive Committee member may resign by transmitting their written resignation to an executive officer, to a meeting of the Board of Directors or to its principal office. Such resignation shall be effective upon receipt, unless otherwise specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.

The Board of Directors shall meet at the call of the President. Meetings are closed to all non-board members unless invited to attend for all or part of a meeting.

The Rules of Order may specify provisions for the conducting of business without the Board of Directors physically meeting. These provisions shall carry the same authority as a physical meeting of the Board of Directors.

Members of the Board of Directors shall been entitled to receive for their services such amount, if any, as the Board of Directors may approve, by a two-thirds (2/3) vote of all members of the Board of Directors. Board members shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such service.

President: The President shall be the chief executive officer of the organization and shall have general charge and supervision of the affairs of the organization and is responsible for seeing that the purposes and goals of MACA are carried out.

The President is the presiding officer over Board Meetings and the Annual Meeting. In the absence of the President, the Vice President, Treasurer and Clerk shall serve, in that order, as presiding officer over meetings.

Vice President: The Vice President shall act in the place and stead of the President in his/her absence, and shall assist the President in overseeing the operation of MACA. Should the office of President be vacated, the Vice President shall fill that vacancy and the office of Vice President shall hence be vacated.

Clerk: The Clerk shall be responsible for and maintain all records of the organization including the minutes of Board meetings.

Treasurer: The Treasurer shall collect all dues and other moneys owed to MACA, and with such funds, pay all moneys owed by MACA. The Treasurer shall deposit, keep and manage all moneys of MACA in the manner directed by the Board of Directors.

Committee Chairs: The committee chairpersons are responsible for seeing that the responsibilities of the committee are carried out in the manner proscribed by the Board of Directors or the established Policies and Procedures of MACA. Committee chairpersons are not required to be on the Board of Directors.

An annual meeting, open to all MACA members, both voting and nonvoting, shall be held each year, during the months of April or May, at a time and place to be specified, by a two-thirds (2/3) vote of all members of the Board of Directors.

A quorum for the Annual Meeting shall consist of thirty (30) members.

The agenda and order of events at the Annual meeting shall be as follows:

A Report or collection of reports shall be prepared by the constituent members of the Board about to retire from office and be presented at the Annual meeting to inform the membership of the activities of the Board since the last Annual meeting.

The Annual meeting shall serve as a forum in which the general membership may raise matters of concern or express their views on the direction and actions of the organization. The voting membership may pass non-binding resolutions that shall be taken up for consideration by the Board of Directors. The Board of Directors is not obligated to act upon such resolutions at the Annual meeting.

All resolutions passed at the Annual meeting shall have the status of a motion that has been "Postponed" until the next meeting of the Board of Directors, unless, by a Majority vote of all members of the (new) Board of Directors it is brought up for consideration at the Annual meeting. Should such a resolution be considered at the Annual meeting, all members present at the Annual meeting are eligible to participate in the motion's debate. A secret vote is not allowed. Resolutions passed at the Annual meeting are subject to the normal rules for passage by the Board of Directors and must be in compliance with these bylaws.

The Board of Directors shall be elected annually by methods reasonably secured from voter fraud. All Board members shall serve from the Annual meeting in which they are elected until the announcement of the new Board of Directors at the following Annual meeting. Board members may be elected for an unlimited number of terms and may be re-elected for either the same position (whether an Executive Officer or a Director) or a different position.

The transfer of authority from the outgoing to the newly elected Board of Directors takes place when the results are announced at the Annual Meeting in accordance with the agenda for the Annual Meeting as set forth in these bylaws.

Candidates for an Executive Office position shall be elected based on which candidate receives the most votes for the position. If a Candidate running for Executive Office wishes to serve on the board in the event that they are not elected to position they are running for, they must run for a director's position as well. Votes cast for a person running for Executive office do not count towards the election of that person to a Directors position. A person may only run for one Executive office per annual election.

Candidates for Directors shall be elected based on which candidates receive the most votes. Should a candidate be running for an Executive position as well, and win that election, their name and the votes cast for them for the Directors position are removed from consideration of the election of the Directors.

Tie votes for any Executive Officer or Director shall be broken by a Majority vote of all those newly elected Board Members whose election is has been clearly determined. All ties for Officers shall be resolved before ties for Directors. All votes to break ties shall be done, for either the Officers or the Directors, at the same time. Should any ties remain after a vote, any subsequent vote to break remaining ties shall be decided by a Majority vote of all those Board Members whose election has now been clearly determined. Should any ties remain such that no additional Board members have been added which could break the tie, the highest-ranking officer elected into office shall decide the outcome. The highest ranking of officer shall be President, Vice President, Treasurer and Clerk in that order. If no officer is available to break the tie then the single director whose vote total was the lowest without a tie with any other elected director shall be eliminated from a new vote to break the tie.

An Elections Committee shall be appointed by a two-thirds (2/3) vote of all members of the Board of Directors by the first day of November. Four people shall comprise this committee with one serving as serving as it's chairman. The Chairman shall be a member of the Board of Directors. Members of the committee shall not be candidates for any Executive office.

The Duties of the Election committee shall include:

Nominations for all Executive Officers and Directors must be submitted to the Chairperson of the committee by the 15th of February. All Nominees must be voting members of MACA.

Ballots shall be distributed to all voting members of record as of the last day of February.

Ballots may include issues for which the opinion of the membership is sought or for issues, which the membership must decide, including ratification of bylaws changes made by the Executive Board.

The ballot shall be distributed to the voting membership at least one month before the date of the Annual Meeting. Ballots received by the organization up to the start time of the annual meeting shall be included in the tally. Only voting members of record at the time of the mailing are eligible to vote.

The President shall be an ex officio member of all committees except the nominating committee for the Board of Directors.

At the first Board meeting following the election of the Board of Directors, the Board shall create such standing committees as are deemed appropriate and appoint Chairpersons for those committees by a two-thirds (2/3) vote of all members of the Board. At the creation of the new standing committees, all previously existing standing committees are terminated. Standing committees may be dissolved prior to their annual dissolution by a two-thirds (2/3) vote of all members of the Board.

The Chairperson of each committee shall be a member of the Board of Directors. Each committee shall consist of the Chairperson and such other persons, if any, as may be appointed by the Chairperson of that committee. Such appointments do not need to be reported to or approved by the Board of Directors and may consist of any voting MACA members. The Chairperson shall direct their committee in accordance with the manner directed by the Board of Directors.

The Board of Directors may create or dissolve committees on an ad hoc basis. If no specific duration or expiration for ad hoc committees is set, they shall by default be dissolved at the next annual meeting when the new Board of Directors assumes authority.

These bylaws may be amended by a two-thirds (2/3) vote of all voting members present at the annual meeting (a quorum is required), provided that the proposed amendment is first approved by a two-thirds (2/3) vote of all members of the Board of Directors and notice of the substance of the proposed amendment is submitted to all MACA members at least six weeks prior to the annual meeting.

Adopted:    xx-xx-xx

Revised:     xx-xx-xx