Manitoba Chess Association
By-Law Number One
BE IT ENACTED as a by-law of the Manitoba Chess Association hereinafter called the “Association”) as follows:
- The head office of the Association shall be located in the City of Winnipeg in the Province of Manitoba at the place therein where the business of the Association may from time to time be carried on.
- The following definitions shall apply throughout this by-law:
“Board” shall mean the board of directors of the Association.
“Executive” shall mean the President, Vice-President, Secretary and Treasurer of the Association.
Board of Directors:
- The affairs of the Association shall be managed by a Board of Directors of seven (7) to twelve (12) individuals (hereinafter called the “Board”), each of whom shall be eighteen (18) years of age or older. Up to two (2) non-Members (e.g. a parent of a junior Member) may be elected to the Board. The Board may appoint Directors to the Board to ensure it consists of a minimum of seven (7) directors.
- A Member of the Board shall be elected for a term of one (1) year, with the election of directors to occur at the Annual Meeting of the Association.
- The Executive shall include the President, Vice-President, Secretary and Treasurer.
- The Members shall elect the Executive of the Association.
- At its first meeting following the Annual Meeting the Board shall elect, from among its Members, a Tournament Co-ordinator and a Junior Co-ordinator.
- The Board shall appoint from among its ranks the allotted number of Governor(s) to the Chess Federation of Canada.
- The Board may appoint and/or convene an ad hoc committee or subcommittees as it sees fit to pursue the business of the Association.
Election of Directors and Executive:
Any Director may stand for re-election to an office of the Association to which he/she has been elected or may stand for another office of the Association.
- Directors will be elected at the Annual General Meeting by nomination and acclamation or, if more than twelve persons are nominated, then by secret ballot.
- Members of each Executive position will be elected by nomination and acclamation or, if more than one person is nominated for an Executive position, then by secret ballot.
Duties of President and Vice-President:
- The President shall chair meetings of the Board or of the Members of the Association, including the Annual Meeting.
In the President’s absence, the Vice-President shall chair meetings of the Board or of the Members of the Association, including the Annual Meeting.
In accordance with the by-laws and with such other stipulations as may be made by the Board, the president shall set agendas for meetings of the Board or of the Members, and these agendas shall be subject to the amendment and the ratification of the Board or of the Members concerned.
The President shall represent the Association in discussions with other chess organizations and with governments, agencies, businesses and media who may, from time to time, have dealings with the Association; and the President may delegate this responsibility to other Members as circumstances require.
The President shall exercise general supervision of the Board and shall, notwithstanding any other provision of the by-laws of the Association, have the power to delegate duties and assignments among the Board whenever this becomes necessary for carrying out the essential duties of the Board.
The Vice-President shall assume the office of President if the office of President becomes vacant.
The Vice-President shall be responsible for maintaining an inventory of the physical equipment, furnishings, books, paper goods, and other materials belonging to the Association and for providing a copy of said inventory to the Board upon the Board’s request.
Duties of Treasurer:
- The Treasurer shall be responsible for the collection of Membership fees and to report the amounts of Membership fees collected to the Board.
The Treasurer shall maintain a list of Members, which list shall include the first and last names, the current mailing address, and the telephone number and e-mail address, if any, of each Member and which list shall be, as nearly as possible, complete and current. The Treasurer shall make this list available for the perusal of the Board within a reasonable time, upon request.
The Treasurer shall prepare reports upon the Membership of the Association at the request of the Board.
The Treasurer shall present a report on the number of, and changes in, Membership of the Association at the Annual Meeting.
The Treasurer shall prepare financial reports upon any or all matters related to the finances of the Association at the request of the Board.
The Treasurer shall keep the general books of account of the Association, in which shall be recorded all receipts and disbursements. He/she shall have the custody of such books of account, and all bank books, cancelled cheques, vouchers, statements, and other documents pertaining to the general bank account or bank accounts of the Association. The Treasurer will make such documents available for scrutiny by any other Member of the Executive.
Annually, as of the last day of the fiscal year of the Association, the Treasurer shall close the accounts, and shall prepare a Financial Statement of the affairs of the Association as at that date, showing all receipts and disbursements, under such groupings and classifications as he/she may deem desirable, together with a Balance Sheet showing the assets and liabilities of the Association as of that date, and shall file a copy of these statements with the Secretary, over the Treasurer’s signature. The Treasurer shall present a summary of the aforesaid Financial Statement and Balance Sheet in a financial report to the Annual Meeting.
Duties of Secretary:
- The Secretary shall record minutes of Board meetings and the Annual Meeting.
The Secretary shall be responsible for communication of announcements of the Board and shall make available within fourteen (14) days the by-laws, amendments to by-laws, the minutes of Board meetings, and the minutes of the last Annual Meeting, to any Member of the Association.
The Secretary shall, on behalf of the Board, make himself/herself, available to receive petitions from Directors or from Members, communications from the Board or Members to the Board, and other communications to the Association from governments, agencies, organizations, and businesses and shall, if not himself/herself available, ensure that the aforesaid petitions and communications can be readily directed to another Director.
Duties of Tournament Co-ordinator
- The Board will appoint a Tournament Co-ordinator from among its ranks.
The Tournament Co-ordinator shall be responsible for publicizing the tournament schedule of the Association.
The Tournament Co-ordinator shall, in consultation with the Board, determine the tournament schedule of the Association and, for any tournament whose organisation and conduct are primarily a responsibility of the Association, the Tournament Co-ordinator shall ensure that:
- there is a director for the tournament;
- tournament entry fees are properly collected;
- tournament expenses are met in an appropriate fashion;
- the tournament prize fund is properly distributed; and
- the tournament results are communicated for rating, as necessary, to The Chess Federation of Canada.
The Tournament Co-ordinator shall ensure that tournaments are held each year to determine:
- the Manitoba Champion;
- the Manitoba Junior Champion.
Directors’ Term of Office:
- Directors of the Association shall serve as officers of the Board from their election, for a period of one (1) year from their election at the Annual Meeting, or until they give up their office by resignation or in accordance with procedures for their removal elsewhere specified in the by-laws.
Vacancies on the Board:
- If, due to vacancies, there becomes less than seven (7) Directors on the Board, the remaining Directors may appoint a Member(s) of the Association to fill the vacancy (ies) until elections are held at the next Annual Meeting of the Association.
- Five (5) Directors shall form a quorum for the transaction of the duties of the Board.
Notice of Board Meetings:
- Board meetings may be called by the President or by the Secretary. Notice of such meetings shall be provided to each Director not less than two (2) days before the meetings is to take place.
Waiving of Notice:
- No formal notice of any Board meeting shall be necessary if all Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Any Director may at any time waive notice of any Board meeting and may ratify and approve any or all proceedings taken.
Voting of Board:
- Questions arising at any meeting of the Board shall be decided by a majority of votes cast, unless a different procedure is specified in the by-laws with respect to specific questions. In case of an equality of votes cast, the Chairperson, who shall not normally vote, shall have a casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way to assent or dissent. A declaration by the Chairperson that a motion has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favour or against such motion. Any Director may ask that his vote, whether in favour, against, or abstention, be recorded in the minutes.
- The Board may determine upon what conditions Directors may vote by proxy upon motions before the Board, with the provisos that a Director desiring to vote by proxy shall so state in a written communication to the Board over the aforesaid Director’s signature and that a vote by proxy shall only be cast for particular motions which shall be clearly and fully stated in the aforesaid communication to the Board.
Remuneration of Directors:
- The Directors shall receive no remuneration for serving as a Director. Expenses incurred by Directors on behalf of the Association are eligible for reimbursement, subject to Board approval.
Powers of Board:
- The Board may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Association by its Incorporation or otherwise is authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease, or otherwise acquire or dispose of lands, buildings, and equipment or any right or interest therein owned by the Association for such consideration and upon such terms and conditions as they may deem advisable.
Books and Records:
- The Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.
Execution of Documents:
- Deeds, transfers, licenses, contracts, and engagements on behalf of the Association shall be signed by any two (2) of the President, Vice-President, Secretary or Treasurer.
Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board may at any time by motion direct the manner in which and the person or persons by whom, any particular instrument, contract or obligation of the Association may or shall be executed.
- All cheques, bills of exchange, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by two (2) Members of the Executive of the Association and in such manner as shall from time to time be determined by the resolution of the Board and any Member of the Executive may alone endorse notes and drafts for collection on account of the Association, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Association by using the Association’s rubber stamp for the purpose.
Deposit of Securities:
- The securities of the Association shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by two Members of the Executive of the Association and in such manner as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances.
Removal of a Director:
- A Director shall automatically be suspended from the Board when he/she is absent from three consecutive meetings of the Board. The Director so removed may be reinstated by a majority of votes cast in a meeting of the Board.
A member Director shall automatically lose his/her position on the Board when his/her fees for Membership in the Association have been, in whole or in part, in arrears for sixty (60) days. The Director so removed may be reinstated by a majority of votes cast in a meeting of the Board.
The Board may, by unanimous consent of all Directors save the Director in question, remove a Director for his/her misuse of property of facilities of the Association or for his/her failure to follow procedures established by the by-laws or by the Board of the Association.
Frequency of Board Meetings:
- The Board shall meet at least once in every ninety (90) days unless, by unanimous consent of the Directors, a longer interval between particular meetings is determined.
Members shall be entitled to attend and observe Board meetings.
Publication of Board Minutes:
- Minutes of meetings of the Board shall be made available, upon request, to any Member within fourteen (14) days of the Board meeting at which they are approved.
- The Board shall determine all matters related to setting fees for Membership in the Association.
- Membership in the Association, with all the rights and privileges thereof and under such restrictions and obligations as are specified in the by-laws, shall be obtained upon the payment to the Treasurer of the appropriate Membership fees as established by the Board. In the absence of the Treasurer, Membership may be obtained by payment of the aforesaid fees to any Director
- Those Members who are age eleven (11) and under shall not be eligible to vote on the business of the Association in the Annual Meeting, in any meeting to elect a Board, or in other meetings of Members, however a parent or guardian may vote on behalf of any such Member.
Kinds of Membership:
- The Association shall have three kinds of Membership:
- a) honorary lifetime Membership, conferred as an award of the Association and involving the waiver of all Membership fees for the person so honoured;
- b) Junior Membership, for those under the age stipulated for such membership by the Canadian Federation of Chess;
- c) Regular Membership, for those over the age stipulated for Junior Membership by the Canadian Federation of Chess.
The aforesaid kinds of Membership shall confer the same rights, privileges and responsibilities under the by-laws of the Association, except in those particular instances in which the by-laws explicitly state a difference in rights, privileges or responsibilities.
Notice of Annual Meeting:
- The Annual Meeting or any sitting thereof shall be called by the Board. Notice of the Annual Meeting or of any sitting thereof shall be provided not less than seven (7) days before the meeting is to take place.
Eligibility to Vote:
- Any person who is not a current Member of the Association shall not be eligible to vote at the Annual Meeting or in any other meeting of the Association.
- When the Annual Meeting has been called to order, the chairperson shall, at the beginning of the meeting and before any business is transacted, call for the payment of Membership fees from those not currently Members, and any person who pays the appropriate Membership fees at this time shall be eligible, if age twelve (12) or older, to vote at the Annual Meeting. A parent or guardian of any Member under age 12 may vote on behalf of that Member.
Attendance at the Annual Meeting:
- Any person who is not a Member and who does not become a Member at the beginning of the Annual Meeting shall not remain in attendance at the Annual Meeting, except by the specific invitation of the Board.
Date of Annual Meeting:
- The Annual Meeting shall be held no later than February 28 of each year, except in the circumstances hereinafter specified.
The Board shall, if there is no quorum at a sitting of the Annual Meeting, give notification of a further sitting of the Annual Meeting which shall be held within thirty (30) days of the last sitting without quorum. Any sitting of the Annual Meeting subsequent to the first sitting shall have the same requirements of notification and quorum as are specified in the by-laws for the Annual Meeting.
If, in any year, three (3) sittings of the Annual Meeting fail to achieve a quorum as required for transacting the business of the Annual Meeting, the Board may continue as an interim Board until such time as they may desire to call a further sitting of the Annual Meeting for this year or until the Annual Meeting in the next year.
The Board shall, if there is no quorum at a sitting of the Annual Meeting, continue as an interim Board, with all the powers and responsibilities assigned to the Board in the by-laws.
Quorum of Annual Meeting:
- Fifteen (15) Members or twenty-five (25) per cent of the Members, whichever number is less, shall constitute a quorum for the purposes of the Annual Meeting.
Purposes of the Annual Meeting:
- Among the business to be transacted at the Annual Meeting shall be the following:
- the reports of the President and Treasurer;
- the consideration of minutes of the prior Annual Meeting and of any meeting of Members held in the interim;
- the election of Directors and the Executive;
- the presentation of awards; and
- the consideration of motions, if any, to amend the by-laws.
Posting of Minutes of Annual Meeting:
- Minutes of the Annual Meeting of the previous year shall be made available to Members within fourteen (14) days after the Annual Meeting at which they were approved.
- The unapproved minutes of the last Annual Meeting shall be made available to Members within fourteen (14) days after the aforesaid Annual Meeting.
Rules of Procedure:
- Where rules of procedure for the Annual Meeting or for other meetings of Members of the Executive are explicitly given in the by-laws and are applicable, such rules of procedure shall have precedence over all other rules of procedure, and in all other cases, the rules of procedure for the aforesaid meetings shall be those of Roberts’ Rules of Order.
Amendment of Association By-Laws:
- By-laws of the Association may be amended at the Annual Meeting or at a meeting of Members.
A motion to amend the by-laws shall be sponsored by one (1) seconder before debate and voting on the motion may then take place.
The aforesaid motion to amend shall not be carried unless it receives the approval of a majority of votes cast in the Annual Meeting.
- The fiscal year of Association shall end December 31 of each year.
- Except as otherwise provided in this by-law, whenever notice is required to be given under the by-laws, such notice shall be posted on the Association’s official website, delivered in person and/or be provided by mail or e-mail to each Member at his/her mailing address or e-mail address as it appears in the Membership records of the Association.
Copies of the Articles of Incorporation and By-Laws:
- Correct and complete copies of the Articles of Incorporation and of By-Law Number One of the Association shall be made available to all Members of the Association upon request.
Meetings of Members:
- The Board may call for meetings of Members in order to amend the by-laws or to ratify a Board decision or to vote upon other matters, in which cases the meetings shall have the same requirements of notice and of quorum as the Annual Meeting.
The Board may call meetings of the Members on an informal basis, for discussion purposes only, and without any formal votes being taken.
Posting of Minutes of Members’ Meetings:
- Minutes of a Members’ meeting which has the same requirements of notice and of quorum as the Annual Meeting shall be made available to any Member within fourteen (14) days of the aforesaid meeting.
Loss of Membership:
- The Board may, by unanimous* resolution, cause the suspension of Membership of an individual Member or the suspension from participation by a Member or non-Member in any Association event, for any of the following reasons:
(a) misuse of the property or facilities of the Association;
(b) physical or verbal abuse of a Tournament Director of any other player;
(c) theft of property of the Association;
(d) cheating or any attempts at cheating.
* Except in those cases where the Member is a member of the Board of Directors, in which case the resolution to suspend the Member must be unanimously approved by all other members of the Board.
The Board will determine the length of suspension and will provide its decision in writing to the Member. Any Member who is served with a notice of suspension will have 30 days in which to appeal the decision, in writing or in person to the Board. Notice will be provided to the Member either in person or at the Member’s last known mail or e-mail address.
No portion of the Membership fees paid by the suspended Member will be refunded.
- An audit of the finances of the Association shall be required upon the demand of the Board or upon the demand of a two-thirds majority of Members voting in the Annual Meeting or in another meeting of Members; and such an audit shall be undertaken within ninety (90) days of any such demand for it and shall be carried out be an independent auditor.
Previous Constitutions, By-Laws Etc.:
- The Constitution of the Association hereby repeals and replaces all previous constitutions and by-laws of the Association and any previous motions of the Board or of the Members of the Association pertaining to the operation and management of the Association.
- This by-law shall become effective upon being approved by a majority of votes cast at the Annual Meeting of the Association.
Passed by a majority of votes cast by Members at the Annual Meeting of the Manitoba Chess Association, on the 22nd day of January, 2006.