MACA Board Meeting Minutes
October 24th 2010
Papa Gino’s, Natick
Minutes prepared by Bob Messenger
President Ken Ballou called the meeting to order at 6:08 p.m. Present were Treasurer Bob Messenger (acting as Clerk), Directors Alex Relyea, Steve Frymer, Stephen Dann, and Nicholas Sterling, and guests George Mirijanian, Nita Patel, and Mr. and Mrs. Rafael Mota of the Dominican Republic.
In the absence of Clerk Brian Mottershead there were no minutes of the previous board meeting.
MOTION 1010-1: Move to nominate George Mirijanian to fill a vacancy as a Director (Messenger/Frymer). There was no objection to voting by secret ballot. The motion PASSED.
Mr. Frymer left the meeting.
Mr. Rafael Mota, president of the Santo Domingo chess association, spoke to the board about the possibility of a cultural exchange between chess players in Santo Domingo and Massachusetts. Massachusetts players could travel to the Dominican Republic, possibly free of charge, to compete in a tournament there. There was also a discussion about holding an online match.
Mr. Messenger presented the treasurer’s report. There was net income in September of $109.37 in the General Fund and $354.42 overall, with total fund balances of $50,624.76. Scholastic Qualifier #1, held in Hudson, had net income of $1,038.30. One discrepancy was pointed out, which will be corrected in October: the transfer from the General Fund to the Living Memorial Chess Fund to honor Andrus Varnik should have been $35, not $25.
Mr. Messenger presented the membership secretary’s report. There were 771 members, 620 people receiving Chess Horizons, and 1122 people with current expiration dates in the database.
MOTION 1010-2: Move that Brian Mottershead, Bob Messenger and Ken Ballou be named as Massachusetts delegates (Ballou/Relyea). A motion to divide the question (Mirijanian/Dann) failed. A motion to list the delegates in alphabetical order (Relyea/Mirijanian) was accepted as friendly. Motion 1010-2 then PASSED as amended, without dissent.
MOTION 1010-3: Move to appoint Stephen Dann as the first alternate delegate and George Mirijanian as the second alternate delegate (Ballou/Messenger). PASSED without dissent.
MOTION 1010-4: Move to appoint Alex Relyea, as chairman, Ken Ballou and Nita Patel as members of the Elections Commission (Messenger/Ballou). PASSED without dissent.
Mr. Messenger gave notice of eight proposed amendments to the MACA bylaws – see separate attachment.
MOTION 1010-5: Move to authorize Bob Messenger to post minutes of past board meetings on the MACA web site (Messenger/Mirijanian). An amendment by Mr. Dann to add the words “going back to 1954” after “past board meetings” was accepted as friendly. Motion 1010-5 then PASSED as amended, without dissent.
MOTION 1010-6: Move to appoint George Mirijanian as chairman of the Fund Raising Committee, with authority to appoint members to the committee (Messenger/Ballou). PASSED without dissent.
Mr. Messenger appointed Mr. Mirijanian as a member of the Publications Committee.
MOTION 1010-7: Move that there is a limit of three years for multi-year memberships. This affects memberships going forward and does not affect existing memberships (Ballou/Messenger). An amendment by Mr. Mirijanian to change three years to five years was accepted as friendly. An amendment by Mr. Dann to add “Any dues payment in excess of five years at one time will be considered to be a donation.” was accepted as friendly. Motion 1010-7 then PASSED as amended, without dissent.
It was the sense of the board that George Mirijanian is authorized to post news on the MACA web site.
Mr. Mirijanian appointed Mr. Messenger to the Fund Raising Committee.
The next board meeting will be held on December 12th at 6:00 p.m. at the Papa Gino’s on Route 9 in Natick.
The meeting adjourned at 8:28 p.m.
Notice of proposed amendments to the MACA bylaws submitted by Bob Messenger:
Notice of Proposed Amendments to the MACA Bylaws
Bob Messenger, October 2010
Motion #1
Purpose: Reduce the size of the Executive Board to 4 officers and 8 directors.
In Section 4.2 (Election of Officers and Directors), change “twelve (12) directors for a total of sixteen (16) MACA board members” to “eight (8) directors for a total of twelve (12) MACA board members”. Change “up to twelve (12)” to “up to eight (8)”.
Motion #2
Purpose: Change the quorum to a majority of the Executive Board when there are fewer than 8 board members, and allow a majority of the Executive Board to take action by writing.
In Section 4.12 (Quorum), after “five (5) Executive Board members” add “or a majority of Executive Board members, whichever is smaller.”
In Section 4.14 (Action by Writing), in the last sentence, after “at least seven valid ballots” add “, or valid ballots with affirmative votes from a majority of Executive Board members,”.
Motion #3
Purpose: Allow e-mail voting on board motions.
In Section 4.14 (Action by Writing), change “mail ballot” to “ballot” in the first sentence. After “The ballots must be sent by mail” add “or e-mail.” After “business or residence address” add “or e-email address. If ballots are sent by e-mail board members should acknowledge receipt of the e-mail ballot within three days. If a board member does not acknowledge receipt of an e-mail ballot within three days a paper ballot must be sent by mail or delivered in person to that member as described above.”
Motion #4
Purpose: Clarify that the president is not an ex-officio member of the Elections Commission.
In Section 5.4 (President), after “The president shall be an ex-officio member of all committees and all commissions” add “except the Elections Commission.”
Motion #5
Purpose: Allow online voting in MACA elections.
In Section 4.2 (Election of Officers and Directors), change “by mail ballot” to “by mail or electronic ballot”.
In Section 5.2 (Election of Officers and Agents), change “by mail ballot” to “by mail or electronic ballot”.
In Section 7.1 (Elections Commission), strike the words “mail ballot” in the first sentence. At the end of subsection b (Duties) add: “Votes can be cast electronically provided that corporate members without Internet access can vote by mail ballot.”
Motion #6
Purpose: Clarify that write-in votes are allowed in annual elections, but specify that candidates for director must receive at least 10 votes to be elected.
In Section 4.2 (Election of Officers and Directors), after “The candidates receiving the most votes shall be elected.” add “Candidates for director must receive at least ten (10) votes in order to be elected.”
In Section 7.2 (Nominations), at the end of the section add “Voters in the election may vote for candidates who are not on the ballot by writing in the names of those candidates. Successful write-in candidates must resolve any membership issues with fifteen (15) days of notification of their election.”
Motion #7
Purpose: Specify that newly elected officers and directors take office at the end of the annual meeting even if there is no quorum for the meeting.
In Section 4.2 (Election of Officers and Directors), after “The election results shall be announced at the annual meeting.” add “The newly elected officers and directors shall take office at the end of the annual meeting, regardless of whether there is a quorum for the meeting.”
In Section 4.3 (Tenure), before “the next annual meeting” add “the end of”.
In Section 5.3 (Tenure), change “the end of a meeting at which the officer’s successor is chosen and qualified” to “the end of the annual meeting as described in Section 4.2”.
Motion #8
Purpose: Change all references to appointed officers to committee chairs or committee members and coordinators.
In Section 5.1 (Number and Qualification of Officers and Agents), change “An executive or appointed officer must be a corporate member” to “An executive officer, committee member or coordinator must be a corporate member. Change “no office, executive or appointed, may be shared” to “No executive office or committee chair or coordinator position may be shared.”
In Section 5.2 (Election of Officers and Agents), change “Appointed officers may be elected by the directors” to “Committee members and coordinators may be appointed by the Executive Board”.
In Section 5.3 (Tenure), change “each appointed officer shall hold office until the first meeting of the Executive Board” to “each committee member or coordinator shall hold office until the first meeting of the Executive Board”. Change “the appointed officer’s election or appointment” to “the committee member or coordinator’s apppointment”. Change “until the officer sooner dies” to “until the officer, committee member or coordinator sooner dies”.
In Section 5.8 (Suspension or Removal), change “an appointed officer” to “a committee member or coordinator”.
In Section 5.9 (Resignation), change “An officer” to “An officer, committee member or coordinator”.
In Section 5.10 (Vacancies), change “The Executive Board shall elect the successor for an appointed officer” to “The Executive Board shall appoint the successor for a committee chair or coordinator”.
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