MINUTES OF MACA BOARD MEETING – 12/12/10
President K. Ballou called the December Board Meeting to order at 5:16 PM at the Papa Gino’s in Natick. Six people were in attendance: President Kenneth Ballou, Treasurer Robert Messenger, Clerk pro tem. Nicholas Sterling, and Directors George Mirijanian, Steven Frymer, and Stephen Dann (arrived 6:23 PM).
Minutes from the October Board Meeting were distributed by B. Messenger.
* * Motion (1210-1) made by G. Mirijanian; the October Minutes were unanimously approved. * *
Treasurer’s report was read by B. Messenger. Net gain for the General Fund in the October-November period: $1109.73. Net gain for the General Fund year-to-date as of 11/30/10: $402.65. Total fund balances as of 11/30/10: $51852.46. Net loss for the Greater Boston Open: ($495.01); the loss there may be attributed to a lower than normal turnout of under 50 (K. Ballou). Net gain for Scholastic Qualifier #2: $1128.55 (94 players attended). Net gain for the Pillsbury Memorial: $185.01 (an excellent turnout of 61 players – K. Ballou – thanks to the appearance of many kids – G. Mirijanian). Net gain for Scholastic Qualifer #3: $989.55. Two errors of “2009” were corrected to “2010.”
Membership: B. Messenger read the Membership numbers as follows: Adults 186; Family 24; Junior 317; Life 218; Affiliate 1; Complimentary 9;Exchange 16;Library 6; Prison 258; Subscriber 58. MACA has lost 26 Members since October, 2010, including 21 Juniors. K. Ballou expressed concern that there has been a steep drop in 8-and-under Scholastic Members attending tournaments even while the 9-13 crowd has gotten larger.
Education: (a) N. Sterling reported that the chess instruction program at New England Sports Academy continues to grow slowly. He also is teaching a new chess class at Wellesley Chinese Learning Center. (b) A new library program is in the works at the Hamilton-Wenham Branch. (c) G. Mirijanian reported that there is a new library chess program in Hudson, overseen by Eduardo Valadares.
Tournaments: The MA G/60 is slated to be held on 4/16-4/17/11, and TLA deadlines are 1/10/11 for two notices and 2/10/11 for one notice. B. Messenger offered to make a motion that would vest the Tournament Committee with authority to organize the G/60, but it was decided that the Tournament Committee already had that authority and that a Motion was not necessary. The G/60 may be held at the Woburn hotel used previously, which S. Frymer and K. Ballou think should be large enough. G. Mirijanian said that the rental was $1200, and last year’s G/60 did lose around $1000 (K. Ballou, B. Messenger).
New Business: (a) * * MOTION (1210-2) made by B. Messenger and seconded by G. Mirijanian regarding the New England Open in September, 2011: “Moved to authorize the Tournament Committee to organize a 2011 New England Open, provided the MACA Executive Board approves the bid before the bid is submitted to NECA.” The background for this Motion is that RICA had previously declined to organize it themselves and offered to run it jointly with MACA, but their conditions were not satisfactory to the MACA Tournament Committee. NECA does not have enough organization to run the Tournament itself. After further favourable discussion, the VOTE was taken; the MOTION passed unanimously. * *
(b) (i) (1) * * Bylaws Amendment MOTION (1210-3a) made by
B. Messenger and seconded by G. Mirijanian:
“Moved to 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)’.”
The purpose is avoid having a large number of standing vacancies that someone later could spuriously fill. (2) MOTION (1210-3b) made by S. Dann to change the number of Directors from 8 to 9; S. Frymer had previously said that it would be good to keep as high a number of vacancies available for honorary purposes. The VOTE was taken; the MOTION was defeated by 3 against vs. 2 in favor. (3) The VOTE was taken on MOTION 1210-3a; the MOTION passed with 4 in favor vs. 2 against. * *
(ii) (1) * * Bylaws Amendment MOTION (1210-4a) made by
B. Messenger and seconded by G. Mirijanian:
“Moved to 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,’.”
The purpose is to place the quorum requirement on a sliding scale so as to eliminate the standard quorum requirement of 5 board members, which will be hard to obtain with only 8 board members; and to obviate the action-by-writing requirement of 7 board members which becomes impossible to meet if there should be only 6 board members.
(2) MOTION (1210-4b) made by G. Mirijanian to DIVIDE THE QUESTION. The VOTE was taken; the MOTION passed with 4 in favor, 1 abstention. MOTION 1210-4a is now split into MOTION 1210-4c (quorum requirement) and MOTION 1201-4d (action-by-writing requirement). (3) The VOTE was taken on MOTION 1210-4c; the MOTION passed with 4 in favor, 1 abstention. (4) The VOTE was taken on MOTION 1210-4d; the MOTION passed with 4 in favor, 1 abstention. * *
(iii) (1) * * Bylaws Amendment MOTION (1210-5a) made by
B. Messenger and seconded by G. Mirijanian:
“Moved to 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.’”
Concerns were raised about the propriety of certain actions being settled by written or e-mail votes alone, without the opportunity of open discussion at a Board Meeting. (2) MOTION (1210-5b) made by B. Messenger and seconded by G. Mirijanian to refer MOTION 1210-5a to the Bylaws Committee. The VOTE was taken; the MOTION passed with 4 in favor; 1 abstention. * *
(iv) * * Bylaws Amendment MOTION (1210-6) made by
B. Messenger and seconded by G. Mirijanian:
“Moved to 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.’”
The purpose is to discontinue unintentionally barring the outgoing President from running for other offices that year. The VOTE was taken; the MOTION passed unanimously. * *
(v) (1) * * Bylaws Amendment MOTION (1210-7a) made by
B. Messenger and seconded by G. Mirijanian:
“Moved to 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.’”
The purpose is to enable online voting to occur once certain concerns, such as security and privacy, can be addressed. S. Dann queried whether it would be implemented in the next election; K. Ballou said it would not be. G. Mirijanian expressed perturbation that each election could inconsistently have a different format from one year to the next; K. Ballou said that this decision is up to each year’s Election Commission. (2) MOTION (1210-7b) made by G. Mirijanian and seconded by K. Ballou to refer MOTION 1210-7a to the Bylaws Committee and the Webmaster. The VOTE was taken; the MOTION was defeated by 3 against with 2 in favor. (3) The VOTE was taken on MOTION 1210-7a; the MOTION passed with 4 in favor, 1 abstention. * *
(vi) (1) * * Bylaws Amendment MOTION (1210-8a) made by
B. Messenger and seconded by K. Ballou:
“Moved to clarify that write-in votes are allowed in annual elections, but specify that candidates for director must receive a majority of votes cast 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 a majority of votes cast 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 within fifteen (15) days of notification of their election.’”
The purpose is to prevent spurious candidates from being able to get on the Board without a majority vote, and to follow Robert’s Rules (K. Ballou); however, G. Mirijanian raised a concern that candidates who failed to get majority vote would be unlikely to want to join the Board after if the Board tapped them to fill vacancies. The VOTE was taken; the MOTION was defeated with 3 against vs. 2 in favor. * *
(2) * * Bylaws Amendment MOTION (1210-8b) made by
B. Messenger and seconded by K. Ballou:
“Moved to 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.’”
G. Mirijanian raised a concern that the voters could block candidates from being elected by simply refusing to vote; however, B. Messenger pointed out that the Bylaws provide for the Officers to appoint a slate of Directors in the event that none were elected. The VOTE was taken; the MOTION passed with 4 in favor vs. 1 against. * *
(vii) * * Bylaws Amendment MOTION (1210-9) made by
B. Messenger and seconded by K. Ballou:
“Moved to specify that newly elected officers and directors take office at the end of the first or only session 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 first or only session 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 the first or only session 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 first or only session of the annual meeting as described in Section 4.2’.”
The purpose is to allow new Board Members to assume office even if the Annual Meeting is inquorate; as K. Ballou pointed out, an inquorate Annual Meeting can still adjourn even if it cannot transact business. The VOTE was taken; the MOTION passed unanimously. * *
(viii) * * Bylaws Amendment MOTION (1210-10) made by
B. Messenger and seconded by G. Mirijanian:
“Moved to 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 appointment’. 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’.”
The purpose is to eliminate confusion with the word “officers” given that the holders of the top four positions are also termed “Officers.” The VOTE was taken; the MOTION passed unanimously. * *
(c) G. Mirijanian asked for assurance that a date was set for the Scholastic Invitation List for the Spiegel Cup to be drawn up. K. Ballou said that the list will be compiled by 1/7/11 and the invitations will be sent out on 1/9/11.
President K. Ballou adjourned the December Board Meeting at 8:22 PM. The date, time, and place for the January Board Meeting is Saturday, 1/8/11, 3:00 PM at the Papa Gino’s in Natick.
Respectfully submitted,
Nicholas Sterling, Clerk pro tem.
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