The meeting was called to order at 2:02 PM.  In attendance: Maryanne Reilly, Steven Frymer, Robert Messenger, Brian Mottershead, Brian Lafferty, and Kenneth Ballou.

The minutes of the November 22, 2009 meeting were accepted by unanimous consent.

The minutes of the special board meeting held December 6, 2009 were accepted by unanimous consent.

President Reilly presented the president's report.  Mr. Warner Smith resigned from the board of directors as of December 1, 2009.

(Stephen Dann arrived at 2:19 PM.  Alex Relyea and guest Nita Patel arrived at 2:20 PM.  Robert King and Margaret King arrived at 2:31 PM.)

Mr. Messenger presented the treasurer's report.  There was a net income of $1,881.73 for the two months of November and December, 2009.  The report was adopted by unanimous consent.

Mr. Messenger presented the membership report (available as an appendix to these minutes).

President Reilly presented the scholastic committee report and described the security arrangements in place for the Spiegel Cup qualifier tournament being held Sunday, January 10, 2010.

The tournament committee report had been distributed before the meeting by e-mail.  The report summarized the responses to the tournament committee survey.

Mr. King presented the publication committee report.  An intense effort was underway to complete the January-March, 2010, issue of Chess Horizons.

The meeting then took up items of unfinished business.

MOTION 1109-7a: Amend section 4.7 of the bylaws by adding the following sentence: "Any Executive Board member who attends no regular or special meeting of the Executive Board for a period of one hundred twenty (120) days from the start of the member's term shall be deemed to have declined the office, and the office shall be deemed vacant."

(Mr. Lafferty left at 3:22 PM.)

MOTION: Messenger/Mottershead, amend motion 1109-7a by striking the entire motion and replacing it with the following:  Amend section 4.6 of the bylaws by making the last sentence of section 4.6.b into a separate section 4.6.d and by inserting the following as section 4.6.c: "The Executive Board may remove by a simple majority any Executive Board member who has missed three consecutive regular board meetings."  PASSED 5-4 (for: Frymer, Messenger, Reilly, Mottershead, Ballou; against:
Relyea, Dann, M. King, R. King)

MOTION: R. King/Mottershead, amend the motion by striking the word "three" and inserting the word "four".  PASSED without dissent (abstaining: Frymer)

Motion 1109-7a as amended PASSED without dissent (abstaining: Frymer). (As a result of this motion, section 4.6 of the bylaws now reads as follows: 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 Bord members present and voting, or an absolute majority of Executive Board members, whichever is greater, at a regular or special Executive Board meeting.  c. The Executive Board may remove by a simple majority any Executive Board member who has missed four consecutive regular board meetings.  d. An Executive Board member may be removed by the Executive Board only after reasonable notice and opportunity to be heard.)

The next item of unfinished business was motion 1109-8a.

MOTION 1109-8a: Amend the bylaws of MACA to reset the quorum to six (6) for regular board meetings.

Motion 1109-8a was postponed to new business.

The meeting took up items of new business.

MOTION 0110-1a: Ballou/Reilly, Amend section 4.2 of the bylaws as follows:  1. Replace the words "twelve (12)" in the first sentence with "four (4)".  2. Replace the words "sixteen (16)" in the first sentence with "eight (8)".  3. Replace the words "twelve (12)" in the third sentence with "four (4)".

MOTION 0110-1b: Messenger/Dann, Amend motion 0110-1a by replacing all instances of "eight (8)" with "twelve (12)" and all instances of "four (4)" with "eight (8)".  (The original motion would allow four directors; this amendment would allow eight directors.) PASSED 5-3 (for: Reilly, Messenger, Ballou, Mottershead, Dann; against: Relyea, M. King, R. King)

The amended motion FAILED 5-4 (a two-thirds majority being required to amend the bylaws) (for: Reilly, Ballou, Relyea, Mottershead, Messenger; against: R. King, M. King, Frymer, Dann).

The meeting now took up motion 1109-8a.  FAILED 3-5 (for: R. King, M. King, Mottershead; against: Reilly, Ballou, Messenger, Relyea, Dann).

MOTION 0110-2: Ballou/Reilly, adjourn.  PASSED 6-2.

The meeting adjourned at 5:05 PM.

Kenneth Ballou, acting clerk

APPENDIX

Membership report as of January 8, 2010

 207 adult members
 46 family members
 373 junior members
 219 life members
  1 affiliate member
  1 complementary copy of Chess Horizons
 17 exchanges with other organizations
  5 libraries
 226 prison
 61 subscribers
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1213 total
1110 receiving copies of Chess Horizons
 845 corporate members
 799 voting members

Compared with the previous membership report presented at the November 22, 2009, board meeting, this represents the following changes in membership categories:

+ 5 adult members
+ 7 family members
+ 6 junior members
- 5 complementary copies of Chess Horizons
-11 prison
+ 3 subscribers
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+ 5 total
- 2 receiving copies of Chess Horizons
+18 corporate members
+11 voting members

Robert D. Messenger
Membership Secretary