Section 1. Name, Purpose, Location, Corporate Seal, and Fiscal Year
1.1. Name and Purpose. The name and purposes of the corporation shall be as set forth in the articles of organization.
1.2. Location. The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the articles of organization of the corporation. The Executive Board may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
1.3. Corporate Seal. The Executive Board may adopt and alter the seal of the corporation.
1.4. Fiscal Year. The Fiscal Year of the corporation shall, unless otherwise decided by the Executive Board, end on June 30 in each year.
Section 2. Members and Affiliates
2.1 Membership. The Executive Board may define classes of membership, including the eligibility, voting and other rights, benefits, dues, and obligations pertaining to each such class.
2.2 Regular Voting Members. There shall be at least one class of voting members for which all individuals age 18 or over shall be eligible upon payment of the annual dues.
2.3 Life Voting Members. There shall be at least one class of voting members such that any person who becomes a member of the class shall continue in the class without further payment of dues or other obligation, for life. Persons admitted as Life Members as of February 1, 2009 under the previous version of these Bylaws shall be members of this class without further payment of dues or other obligation.
2.4 Dues, Rights, and Benefits. Dues shall be deemed to have been paid in order to adhere to the organization and support its purposes, and not as consideration for the benefits pertaining to a particular class of membership. The particulars of a class of membership, including dues and benefits, may be modified at any time without refunding dues previously paid, provided that no membership may be made shorter than the period for which the dues were paid, and no voting member shall cease to be a voting member during the period for which his dues have already been paid.
2.5 Membership Meetings. There shall be an Annual Meeting of the voting
members, at a time and place to be determined by the Executive Board. A
Special Meeting of the voting members may be called by the President or the Executive Board, and shall be called by the President upon a written petition of thirty voting members. Said petition shall specify the questions to be deliberated, and those questions shall be specified in the notice of the Special Meeting. A Special Meeting may consider only questions specified in the notice of the Special Meeting, and questions reasonably arising therefrom.
2.6 Location and Notice. Annual and Special Meetings of the voting members shall be held in Massachusetts. Notice thereof shall be sent to all voting members, and shall list all contracts or transactions of the corporation with interested parties, amendments to the articles of organization or these by-laws, or other items as required by law, since the previous Annual meeting. Notice by mail, email, or telephone to the last known postal or email address, or telephone number, of the member, at least 10 days before the meeting, shall be deemed reasonable and sufficient.
2.7 Quorum and Voting. At any Annual or Special Meeting of the voting members, thirty (30) voting members present in person shall constitute a quorum. By majority vote of the voting members present, whether or not a quorum is present, a meeting may be adjourned to another place or time not more than two weeks after the first session of the meeting, and the meeting may be held as adjourned without further notice. Each voting member shall have one vote. The vote of a majority of voting members present and voting, a quorum being present, shall decide any question, unless a greater number is required by law, by these By-laws, or by the Articles of Organization. Proxy voting shall not be permitted.
Section 3. Sponsors, Benefactors, Contributors, Advisors, Friends of the corporation
The Executive Board may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, or friends of the corporation or other such titles as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Board shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
Section 4. Executive Board
4.1. Membership. The Executive Board shall consist of the directors and the executive officers: president, vice president, treasurer, and clerk.
4.2. Election of Officers and Directors. Annually, by mail ballot, the MACA corporate membership shall elect four (4) executive officers and twelve (12) directors for a total of sixteen (16) MACA board members. Each voting member may vote for any number of director candidates, up to twelve (12). The candidates receiving the most votes shall be elected. The election results shall be announced at the annual meeting. Candidates may run for an officer and a director position, but if elected as an officer, then the candidate is not elected as a director.
4.3. Tenure. Each Executive Board member shall hold office until the next annual meeting of the members and until the member's successor is elected and qualified, or until the member sooner dies, resigns, is removed, or becomes disqualified. An Executive Board member shall be suspended immediately following the lapse of the member's membership in the corporation.
4.4. Powers. The affairs of the corporation shall be managed by the Executive Board which shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the articles of organization, or these by-laws.
4.5. Committees. The Executive Board may elect or appoint one or more committees and may delegate to any such committee any or all of their powers. Any committee to which the powers of the Executive Board are delegated shall consist solely of Executive Board members. Unless the Executive Board otherwise designates, committees shall conduct their affairs in the same manner as is provided in these by-laws for the Executive Board. The members of any committee shall remain in office at the pleasure of the Executive Board.
4.6. Suspension or Removal. An Executive Board member may be suspended or removed
a. with or without cause by a vote of two thirds of corporate members present and voting at a special membership meeting called for that purpose, or
b. with cause by a vote of two thirds of Executive Board members present and voting, or an absolute majority of Executive Board members, whichever is greater, at a regular or special Executive Board meeting. An Executive Board member may be removed by the Executive Board only after reasonable notice and opportunity to be heard.
4.7. Resignation. An Executive Board member may resign by transmitting his or her written resignation to an executive officer, to a meeting of the members of the Executive Board, or the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
4.8. Vacancies. Any vacancy in the Executive Board may be filled by the members of the Executive Board. Each member shall hold office for the unexpired term or until the successor sooner dies, resigns, is removed, or becomes disqualified. The Executive Board shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
4.9. Regular Meetings. Regular meetings of the Executive Board may be held at any place within Massachusetts and at such times as the Executive Board may determine.
4.10. Special Meetings. Special meetings of the Executive Board may be held at any place within Massachusetts when called by the president or by five or more Executive Board members.
4.11. Call and Notice.
a. Regular Meetings. No call or notice shall be required for regular meetings of the Executive Board, provided that reasonable notice
i) of the first regular meeting following the determination by the Executive Board members of the times and places for the regular meetings shall be given to absent members,
b. Special Meetings. Reasonable notice of the time and place of special meetings of the Executive Board shall be given to each Executive Board member. Such notice need not specify the purpose of a meeting, unless otherwise required by law, the articles of organization, or these by-laws, or unless there is to be considered at the meeting
ii) specifying the purpose of a regular meeting shall be given to each Executive Board member if either contracts or transactions of the corporation with interested persons or amendments to these by-laws are to be considered at the meeting, and
iii) shall be given as otherwise required by law, the articles of organization, or these by-laws.
i) contracts or transactions of the corporation with interested persons,
c. Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to an Executive Board member to send notice by mail or telegram at least ten days before the meeting, addressed to the member at the member's usual or last known business or residence address or to give notice to the member in person or by telephone at least ten days before the meeting.
ii) amendments to these by-laws,
iii) removal or suspension of an Executive Board member.
4.12. Quorum. At any meeting of the Executive Board, five (5) Executive Board members shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present.
4.13. Action by Vote. When a quorum is present at any meeting, a majority of the Executive Board members present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization, these by-laws, or the rules of order.
4.14. Action by Writing. Any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting if all Executive Board members are given a mail ballot to vote on the matter and the returned ballots are to be filed with the records of the meetings of the Executive Board. The ballots must be sent by mail or delivered in person at least ten days before the date of their return, and addressed to each Executive Board member at the member's usual or last known business or residence address. At least three days shall be allowed after the postmark date for the ballots to be returned by mail. Such votes shall be treated for all purposes as a vote at a meeting, provided at least seven valid ballots are returned.
4.15. Compensation. Executive Board members shall be entitled to receive for their services such amount, if any, as the Executive Board members may from time to time determine, which may include expenses of attendance at meetings. Executive Board members shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such service.
Section 5. Officers and Agents
5.1. Number and Qualification. The officers of the corporation shall be the four elected executive officers (President, Vice-President, Treasurer, and Clerk). The executive board may appoint committee chairs and coordinators as it may determine. The corporation may also have such agents, if any, as the Executive Board may appoint. An executive or appointed officer must be a corporate member. If the Clerk is not a Massachusetts resident the Board must appoint a Massachusetts resident to be its resident agent. In addition, an executive officer must be a resident of New England. A person may not hold via annual election more than one executive office at the same time. If required by the Executive Board, any officer shall give the corporation a bond for faithful performance of his duties in such amount and with such surety as shall be satisfactory to the Executive Board. No office, either executive or appointed, may be shared by two or more persons.
5.2. Election. The executive officers shall be elected annually by mail ballot of the corporate voting membership. The election shall be decided by a plurality of votes cast for each position. Appointed officers may be elected by the directors at any time.
5.3. Tenure. The executive officers shall each hold office until the end of a meeting at which the officer's successor is chosen and qualified, and each appointed officer shall hold office until the first meeting of the Executive Board following the next annual meeting of the members unless a shorter period shall have been specified by the terms of the appointed officer's election or appointment, or in each case until the officer sooner dies, resigns, is removed, or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the Executive Board.
5.4. President. The president shall be the chief executive officer of the corporation and, subject to the control of the Executive Board, shall have general charge and supervision of the affairs of the corporation and shall be responsible for the corporation's general welfare. The president shall preside at all meetings of the members and at all Executive Board meetings, except as the members or the Executive Board otherwise determine. The president shall be an ex-officio member of all committees and all commissions.
5.5. Vice President. The vice president shall have duties and powers as the Executive Board shall determine. The vice president shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his inability to act.
5.6. Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The treasurer shall be in charge of its financial affairs, funds, securities, and valuable papers and shall keep full and accurate records thereof. The treasurer shall have such other duties and powers as designated by the Executive Board or its president. The treasurer shall also be in charge of its books or account and accounting records, and of its accounting procedures. The treasurer shall report at the membership and Executive Board meetings on the financial position of the corporation.
5.7. Clerk. The clerk shall record and maintain records of all proceedings of the members and Executive Board in a book or a series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation or at the office of its clerk or resident agent and shall be open at all times to the inspection of any matter. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of organization and by-laws and names of all Executive Board members and appointed officers and the address of each. If the clerk is absent from any meeting of the members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
5.8. Suspension or Removal. An appointed officer may be suspended or removed with or without just cause by vote of a majority of the Executive Board at any special meeting called for such a purpose or at any regular meeting.
5.9. Resignation. An officer may resign by transmitting his or her written resignation to an executive officer, to a meeting of the members or Executive Board, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
5.10. Vacancies. If an executive officer position becomes vacant, the members of the Executive Board may elect a successor. The Executive Board shall elect the successor for an appointed officer vacating his or her office. Each such successor shall hold office for the unexpired term, and in the case of an executive officer, until this officer's successor is elected and qualified, or in such case until the officer sooner dies, resigns, is removed, or becomes disqualified.
Section 6. Tournaments
6.1. Tournament Organization. The corporation shall run or seek bids for such tournaments as the Massachusetts Championship and Amateur tournaments and other such events that the Executive Board shall approve.
6.2. MACA Sponsored Events. A MACA sponsored event shall be approved in format by the Executive Board and shall have a prize fund guaranteed by the corporation.
6.3. MACA Sanctioned Events. A MACA sanctioned event shall be recognized by the Executive Board and shall require corporate membership of each participant who resides within the Commonwealth.
6.4. Massachusetts Championship. The corporation shall annually sponsor or sanction the Massachusetts Championship to determine the Commonwealth's chess champion for the following year.
Section 7. Annual Election Procedures
7.1. Elections Commission. The Elections Commission shall conduct the annual mail ballot election of executive officers and directors.
a. Composition. A three member Elections Commission and its chairperson shall be named by the Executive Board by the first day of November. Members of the Elections Commission shall not be candidates for any of the executive offices.
b. Duties. Duties of the Elections Commission shall include the solicitation and/or receipt of nominations and candidate statements, the obtaining of an official roll of voting members from the membership secretary, the design and preparation of the ballot and instructions, the security and mailing of the ballots, the specification of the mail ballot return date, the receipt, custody and counting of completed ballots, and the announcement of results.
7.2. Nominations. Nominations for all offices and directors shall be submitted to the Chairperson of the Elections Commission by the 15th of February, or the February Executive Board meeting, whichever comes first. All nominees must be corporate members, and the length of the nominee's membership must include the entire term of office for which the nominee is a candidate. The elections commissioner shall notify nominees within seven (7) days of the close of nominations if their membership does not meet this requirement. The nominee will resolve membership issues within fifteen (15) days of notification by the election commissioner. Any nominee not meeting this requirement will not be listed on the ballot.
7.3. Mailing of Ballots. Ballots shall be mailed to all voting members of record as of the last day of February.
7.4. Ballots. Ballots may include issues for which the opinion of the membership is sought or issues which the membership must decide, including ratification of by-laws changes made by the Executive Board. The Elections Commission shall specify the ballot return date which shall be no more than seven days prior to the annual meeting.
7.5. Announcement of the Results. The Elections Commission shall announce the election results at the annual meeting. Tie votes for executive officers and directors shall be broken by a vote of the incoming Executive Board at its first scheduled meeting.
Execution of Papers.
Except as the Executive Board may generally or in particular cases authorize the execution thereof in some other manner, 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. Any recordable instrument, purporting to affect an interest in real estate, executed in the name of the corporation by two of its officers, of whom one is the president or the vice president and the other is the treasurer or clerk, shall be binding on the corporation in favor of a purchaser or other relying in good faith on such instrument notwithstanding any inconsistent provisions of the articles of organization, by-laws, resolution, or votes of the corporation.
The members, directors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having claim against the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
Rules of Order.
The current edition of Robert's Rules of Order, Newly Revised, shall be the rules of order at all meetings of the membership and Executive Board and its committees with the following addition: no actions taken by the Executive Board at one meeting and confirmed in the subsequent meeting may be subject to a motion to rescind until a new Executive Board takes office.
Section 11. Amendments
These by-laws may be altered, amended, or repealed in whole or in part by a two-thirds vote of those voting of the Executive Board except with respect to any provision thereof which by law, the articles of organization or these by-laws requires action by the members, and provided that reasonable notice has been given.
11.1. Amendment Action by the Membership. These by-laws may also be amended by a two-thirds vote at any membership meeting provided such amendments are submitted to the clerk at least ninety days before the membership meeting.
1.2. Ratification and Limitations of Revisions to By-Laws.
a. Amending the Articles of Organization. Chapter 180 Commonwealth of Massachusetts, covering non-profit corporations, provides that any amendment affecting the substance of the articles of organization requires two-thirds approval of the membership voting at a membership meeting. All proposed amendments to the articles of organization must be made available to the voting membership in the notice for the related membership meeting.
b. Repealing By-Law changes. All by-law changes made by the Executive Board and yet to be considered by the membership shall be made available to the membership by the mailed ballot described in subsection 7.4, by which means the membership may repeal one or more of the changes by a majority vote.
c. By-Laws Changes. All by-laws changes made by the Executive Board shall be voted at least ninety (90) days prior to the next regularly scheduled membership meeting.
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