Massachusetts Chess Association

Board of Directors Meeting Minutes

Wednesday, January 12, 2022, 7:30pm

Virtual Meeting

ATTENDEES: Andrew Hoy (President), Jeff Caruso (Clerk, Bylaws Chair, Elections Chair), and Directors Paul Arond, Latanya Sweeney, and Yi Wang. Robert Messenger (Treasurer, Membership Secretary) joined later.

CALLED TO ORDER at 7:38 p.m.

1. Minutes

MOTION (AH/YW): to approve the minutes of the December 1, 2021 Board meeting.  Passed 5-0.

Mr. Messenger joined the meeting.

2. Upcoming tournaments

Board members discussed arrangement for upcoming tournaments.  The Gus Gosselin Grade championship is this weekend (January 16) and is all set.  We also discussed the remaining two Spiegel Cup Qualifier tournaments, the Spiegel Cup final, the Hurwitz Cup (MA team championship), the Winter Team Challenge, and the Girls’ Qualifier and Championship.

3. Massachusetts Open

Mr. Hoy opened a discussion of organization for the Massachusetts Open, to be held this year on Memorial Day weekend. Negotiations with the hotel have been finalized.  An adjustment to the prize fund or the entry fee may be necessary.

4. Pillsbury Memorial report and membership report

Mr. Messenger had already submitted a financial report for the Pillsbury Memorial tournament and a MACA membership report via email, which are appended to these minutes.

5. Elections

Mr. Caruso announced plans to update the Elections FAQ on the masschess.org website for the upcoming election, and to issue a call for nominations and a voting registration reminder in the next few days.

6. Bylaws amendment

Mr. Caruso, on behalf of the Bylaws Committee, submitted the following Bylaws amendment to regulate electronic meetings.  Notice of this motion was given to Board members via email on December 3, 2021.

MOTION (JC/AH): to amend the MACA Bylaws as follows:

FIRST, after section 2.8, insert a new section consisting of the following text:

2.9. Electronic Meetings.  When internet meeting services are used to hold an Annual or Special meeting of the voting members, or a Regular or Special meeting of the Executive Board, participation shall be by audio or video conferencing technology, or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such a manner shall constitute presence in person at such meeting for all purposes, including voting and quorum. An anonymous poll taken at such a meeting shall be deemed to be a vote by ballot. Such meetings may be partially or wholly “virtual" meetings, and will be subject to rules adopted by the Executive Board to govern them.  Any such rules adopted by the Executive Board shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter any rule or decision of the Executive Board. 

SECOND, in section 2.6, after the words 

                 "Annual and Special Meetings of the voting members shall be held in Massachusetts",  

     insert the words 

                 "or via Internet meeting services, as designated by the President or the Executive Board"; 

     and at the end of the sentence beginning 

                  "Notice thereof shall be sent to all voting members", 

     append the text 

                 ", and if the meeting is via Internet meeting services, shall include instructions for accessing the conferencing session".

THIRD, in section 4.9, after the words 

              "Regular meetings of the Executive Board may be held at any place within Massachusetts" 

   insert the text 

              "or via Internet meeting services," 

FOURTH, in section 4.10, after the words 

               "Special meetings of the Executive Board may be held at any place within Massachusetts" 

   insert the text 

               "or via Internet meeting services," 

FIFTH, in section 4.11(b), after the words 

                "Reasonable notice of the time and place of special meetings of the Executive Board", 

   insert the text 

                "(and if the meeting is via Internet meeting services, instructions for accessing the conferencing session)".

SIXTH, in section 4.14 (Action by Writing), 

   after the words

                 "The ballots must be sent by mail", 

      insert the words 

                  "or email"; 

      and after the words 

                   "usual or last known business or residence address" 

      insert the text 

                   "(or in the case of email, their usual or last known email address)".      ////

Mr. Caruso noted that the main part of the amendment is the first clause inserting a new section on electronic meetings, and the rest is simply adjusting earlier Bylaws sections to include the new method of meeting. 

MOTION PASSED 6-0.

For convenience, the affected Bylaws sections are appended to these minutes.

7. MACA Website and online registration

Mr. Hoy gave a report on his work upgrading the masschess.org website. The new site will include online registration for OTB tournaments, with the ability to upload proof of vaccination. Several venues now require this, and having the verification online may make things simpler for organizers. Online payment for entry fees will now go through Stripe with a small transaction fee. The fee may be less than we have been paying to other processors.

8. Next meeting

Unanimous consent motion (AH): the next meeting will take place on Wednesday, February 9, 2022, at 7:30pm at the Boylston Chess Club, 40 Norris St., Cambridge, MA. Passed without objection.

ADJOURNED at 9:04 pm.

Minutes written by Jeffrey Caruso, MACA Clerk

Updated MACA Bylaws sections:

After being amended (see (6.) above) the affected Bylaws sections now read as follows, with the added text highlighted in bold:

2.6. Location and Notice.  Annual and Special Meetings of the voting members shall be held in Massachusetts or via Internet meeting services, as designated by the President or the Executive Board. 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, and if the meeting is via Internet meeting services, shall include instructions for accessing the conferencing session. 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.

2.9. Electronic Meetings.  When internet meeting services are used to hold an Annual or Special meeting of the voting members, or a Regular or Special meeting of the Executive Board, participation shall be by audio or video conferencing technology, or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such a manner shall constitute presence in person at such meeting for all purposes, including voting and quorum. An anonymous poll taken at such a meeting shall be deemed to be a vote by ballot. Such meetings may be partially or wholly “virtual" meetings, and will be subject to rules adopted by the Executive Board to govern them.  Any such rules adopted by the Executive Board shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter any rule or decision of the Executive Board.

4.9. Regular Meetings. Regular meetings of the Executive Board may be held at any place within Massachusetts or via Internet meeting services,  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 or via Internet meeting services,  when called by the president or by five or more Executive Board members.

4.11 (b)  Special Meetings.  Reasonable notice of the time and place of special meetings of the Executive Board (and if the meeting is via Internet meeting services, instructions for accessing the conferencing session) 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

     i. contracts or transactions of the corporation with interested persons,
    ii. amendments to these by-laws,
   iii. removal or suspension of an Executive Board member.

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 email 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 (or in the case of email, their usual or last known email 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, or valid ballots with affirmative votes from a majority of Executive Board members, are returned.