Article I – Name and Purpose
- The name of this organization shall be the Missouri Chess Association.
- The purpose and objectives for which the Association is organized shall be:
- To promote and coordinate chess activities in the State of Missouri;
- To be the official United States Chess Federation (USCF) affiliated organization for the State of Missouri, with the right to appoint members as USCF Delegates, Voting Members and Alternate Voting Members for the State of Missouri;
- To sponsor and sanction tournaments of a statewide nature and to name the official state champions in various categories.
- In the promotion of its objectives no part of the net earnings of this corporation, if any, shall inure to the benefit of any member or individual, and no substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office, provided further that nothing herein shall limit the corporation in payment of compensation in a reasonable amount to members, officers, directors, or employees for services rendered.
- In the event of the dissolution of this corporation, or if for any reason the purposes of this corporation should become impossible to perform, all assets remaining after all liabilities and obligations of the corporation have been paid, satisfied, and discharged, or adequate provisions made therefor, shall be distributed to one or more organizations organized and operated for similar exempt purposes, or for such other purposes within the purview of Section 501(e)3 and which has exemption from Federal Income Tax under Section 501(e)3 of the 1954 Internal Revenue Code, or such section as it may be amended or a corresponding provision of a prior law, or to federal, state, or local governments for a public purpose.
Article II – Qualification of Members
- A member is anyone accepted by the Association for membership who has paid the approved membership dues for the current period.
- The Board of Directors shall, from time to time, by resolution, fix and establish the dues of the members and the time of payment thereof.
- Rights and privileges: Each member shall be entitled to participate in the annual membership meeting, and to enjoy all other rights and privileges not herein enumerated provided, however, that in order to serve on the board of directors, vote in elections for the board of directors, or vote at membership meetings, a member must be a Missouri resident 16 years old or older by April 15th of the election year, and a member in good standing of the United States Chess Federation.
Article III – Meetings of Membership
- The annual meeting of the membership shall be held in conjunction with the Missouri Open State Championship tournament.
- Written or printed notice stating the place, day, and hour of the meeting shall be published on the Missouri Chess Association website, between five and ninety days before the start of the meeting.
- Annual or Special Membership Meeting Quorum. A quorum to transact business at an annual or special membership meeting shall consist of fifteen members in good standing.
- The rules contained in Robert’s Rules of Order shall govern the meetings in all cases in which they are applicable, and in which they are not inconsistent with the Bylaws of the MCA.
- Order of Business. The order of business to be followed at all meetings of the membership shall be as follows:
- Calling the quorum;
- Reading, correcting, and approving the minutes of the previous meeting;
- Reports of the officers;
- Unfinished business; and
- New business.
Article IV – Regional Organization
- The membership shall be divided geographically, for administrative purposes, and shall be numbered, described, and composed as follows:
- Region I: ZIP Codes 630,631, and 633 in the State of Missouri, and the entire State of Illinois.
- Region II: ZIP Codes 640 and 641 in the State of Missouri, and the entire State of Kansas.
- Region III: All remaining ZIP Codes in the State of Missouri, and all other States.
Article V – Board of Directors
- The affairs of this Association shall be managed by a Board of Directors, who shall possess and exercise all of the powers, and authority that may be exercised or performed by the Association under Missouri statutes, the Articles of Incorporation, and the Bylaws herein, except those which are expressly conferred upon the membership.
- Number. The total number of voting Directors shall be nine. The apportionment shall be as follows: Each region (I, II, III) shall be assigned three directors each.
- Term. Each Director will be elected to a 2 year term. The term of each Director shall commence on September 1 of the year in which elected and continue until August 31 of the second year following his election. Should a vacancy occur on the Board of Directors before August 1 of the second year, such a vacancy shall be filled within 30 days of the date on which the vacancy occurred by the remaining Directors of that Region, provided that, if the vacancy is not filled within 30 days, the Board of Directors shall fill the vacancy. If any Director is absent from two successive meetings of the Board without just cause, the Board may declare his office vacant. In the event that a director moves from the state of Missouri during his or her time in office, he or she shall immediately forfeit that office. A replacement to complete that term of office will then be selected as described above. Directors shall maintain their membership in good standing throughout their term. If a director’s membership shall lapse for a period of one month or longer, their membership on the Board shall be considered to be vacant, with the vacancy to be filled per the provisions above.
- Selection. Only members of the Association in good standing and living in the State of Missouri shall be eligible for election to the Board of Directors in the Region in which he or she resides. Any such member may place his or her name in nomination by communicating, in writing, his or her intention to stand for election to the Election Commissioner by April 15. A ballot and instructions shall be sent to each member not later than June 1. A member may vote only for Directors in the Region in which he or she resides. The election shall be completed by June 30 of each election year.
- Ties. In the event of a tie, the remaining Directors-elect in the Region involved shall choose the Director from among the tied candidates. In the event of a vacancy due to no votes being received, or a Director-elect declining to serve, the remaining directors-elect in the Region involved shall select a member from that Region to be the Director. If the tie or vacancy has not been resolved within 30 days from the end of the election, or if more than half of the Director positions in a region are involved in a tie or are vacant, then the Directors-elect from all regions shall break the tie or fill the vacancy as described above.
- The initial meeting of the newly-elected Board of Directors shall be held during September of each election year.
- Meetings of the Board of Directors shall be held at such time and place as determined by the Board of Directors. The Board of Directors shall meet a minimum of twice each year, including the initial meeting of the Board of Directors.
- Board of Directors Meeting Quorum. A quorum to transact business at any meeting of the Board of Directors shall consist of five voting Board members.
- The Board of Directors may conduct regular business by email in the following manner:
- Any Director can email a motion simultaneously to all of the other Directors.
- Within 7 days, at least one Director must simultaneously email all of the other Directors with a second to this motion. If no such second is so emailed, the motion dies for lack of a second.
- Within 7 days of the first second, each Director may simultaneously email a response to all of the other Directors with the answer to one question: (1) Are you in favor of the proposed motion?
- The proposed motion passes if the returned emails show an affirmative vote of at least five directors.
- The Secretary shall record all such motions, seconds, and votes in the minutes of the next regular meeting
Article VI – Officers
- The Officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer, who shall be elected by the Board of Directors from the membership thereof at its initial meeting, and they shall serve for a term of one year.
- The President shall call to order and preside at all meetings of the Board of Directors and of the membership, shall provide for the execution of all Association business and affairs, shall carry out all requirements of those Bylaws, shall represent the Association officially on occasion, and shall report at the annual membership meeting.
- The Vice-President shall assist the President and carry out assignments received from him and, in the case of death, disability, or absence of the President, shall perform and be vested with all the duties and powers of the President.
- The Secretary shall keep the minutes of all of the meetings of the membership and of the Board of Directors, shall act as custodian of the corporate seal and such documents as the President shall entrust to him, shall give all notices required by the Corporation not specifically assigned as a duty to another member of the Board of Directors, and shall submit those reports or documents pertaining to the affairs of the corporation as required by the Secretary of State.
- The Treasurer shall assist and counsel the President on financial matters, shall keep the accounts of all moneys the Association has received or disbursed, and shall provide for the deposit of all moneys and valuables in the name, and to the credit, of the Association in such bank or depository as the Board of Directors shall designate.
- Ex-Officio, non-voting members of the Board of Directors shall be the Executive Director, the “Missouri Chess Bulletin” Editor, and any USCF Delegate, Voting Member, or Alternate Voting Member of the State of Missouri who has not been elected to the Board of Directors of the Missouri Chess Association.
- The Board of Directors may appoint an Association member in good standing to serve at the pleasure of the Board as Executive Director, who shall be responsible for duties assigned by the Board of Directors.
- The Board shall appoint an Election Commissioner to supervise the annual election of the Directors by the membership. This Commissioner may be a non-member. The Commissioner will be appointed by September 30 in an even-numbered year, with a term covering the next two MCA elections. This person shall oversee two elections of the Board of Directors, be responsible for the security of the ballots, and ensure that practices of fair and democratic elections are followed. The term of the Commissioner is renewable at the discretion of the Board of Directors. Only individual who are totally independent of the MCA political process will be eligible for consideration for this position. The Commissioner may not be a member of, nor a candidate for, the Board of Directors during either of the years of his or her term. To ensure independence, the Commissioner may only be removed from office by a unanimous vote of the members of the Board, unless credible evidence is presented that the Commissioner either has failed to do his job or is otherwise shown to be guilty of malfeasance. The Commissioner shall conduct each election in the following manner:
- The Commissioner will design a two-part ballot, with one portion to contain validation information, and the other portion to be the ballot itself. The validation portion will identify the voter with a unique computer generated identification number, printed on a self-sticking label. The Commissioner will maintain a cross-reference of the numbers and the Region to which they pertain. Only ballots bearing one of the unique labels will be validated. The only votes on a ballot which will be counted are those pertaining to the Region indicated on the cross-reference, because members may only vote for Directors for their own Region. Ballots will contain instructions and the appropriate deadline for return to the Commissioner by mail.
- The Commissioner will supervise the process by which the ballots are assembled for mailing to the voters. Ballots may be delivered by inclusion in the “Missouri Chess Bulletin,” or by a separate mailing, as authorized by the Board of Directors. The Commissioner will ensure that ballots are mailed only to eligible voters, and that each voter receives only the ballot bearing his or her identification number.
- The Commissioner will validate and count ballots in a public place. After validation, the two portions of the ballot will be separated to maintain secrecy. The Commissioner will invite the assistance of at least two disinterested individuals. These persons must be willing to certify that the count is accurate, as a matter of public record. The Commissioner will submit a report to the Board of Directors certifying the results of the election, and will report any irregularities during the election at this time.
Article VII – Affiliation with USCF
- The Association will hold membership in the United States Chess Federation as an affiliated organization, and the Treasurer shall provide the required monies as necessary to maintain this membership.
- The Board of Directors shall appoint the number of USCF Delegates, Voting Members, and Alternate Voting members allotted to the State of Missouri by the USCF. The Secretary shall notify the USCF of their appointment. These appointees shall serve a term of one year and thereafter until a successor is appointed. USCF Delegates shall be expected to attend the annual meeting of the USCF Board of Delegates.
Article VIII – Amendments
- The power to alter, amend, repeal, or adopt new Bylaws for this Association is vested in the Board of Directors through an affirmative vote of at least six members, provided that the membership at the next general membership meeting may, by resolution adopted by a majority vote of the members present and voting, rescind such amendments adopted by the Board of Directors, or may otherwise adopt, amend, or repeal the Bylaws at any such meeting. In the event that any member proposes any amendment, substantive alteration, or repeal any provision of the Bylaws at an annual membership meeting or Board of Directors meeting, written notice of the proposed action shall be submitted to the Secretary at least 30 days prior to the said meeting and the Secretary shall cause notice of said proposed action to be given to each member of the Board of Directors at least 15 days prior to the holding of said meeting. No amendment, alteration, or repeal of the Bylaws adopted by the Board of Directors within 30 days prior to the annual membership meeting shall be effective until submitted to, and approved by, the membership of said meeting.
- The Board of Directors may alter, amend, repeal, or adopt new Bylaws by mail in the following manner:
- Any Director can send a proposed Bylaws change to the Secretary.
- Within seven days, the Secretary must mail a copy of the proposed Bylaws change to all Directors.
- Within 15 days, the Directors respond to the Secretary with the answer to one question: (1) Are you in favor of the proposed Bylaws change?
- The proposed Bylaws change passes if the returned ballots indicate an affirmative vote of at least six directors.
Article IX – Seal
- The seal of the Association shall consist of two concentric circles bearing the name of the Association. Said seal shall remain in the possession of the Secretary.
Article X – Registered Agent
- In keeping with the statutory requirements of the State of Missouri, a registered agent has been designated in the Articles of Incorporation. The registered office of this corporation shall be the same as the address of the registered agent. In the event that the office of the registered agent becomes vacant, the Board of Directors shall hold a meeting within seven days of the occurrence, and a new registered agent shall be elected from the members of the Board of Directors by a majority vote of the Board of Directors. The name and address of said newly-elected registered agent will be filed with the Secretary of State, together with the necessary fees as directed by statute.