Charter of the MetroWest Chess Club

Approved by the Board of Directors on January 14, 2001

Ratified by the general membership on March 13, 2001

The MetroWest Chess Club (“the Club”) is established as a non-profit organization for cultural development, to enable its members to engage in chess play both informally and in organized competition, to provide instruction and entertainment, and to promote the dissemination and enrichment of the game of chess.

Affiliation

The Club shall be affiliated with the United States Chess Federation (USCF) and may affiliate with the USCF state affiliate within whose jurisdiction the Club operates.

USCF membership shall be required for participation in USCF-rated events.

Membership

Membership shall be open to all persons who pay the applicable membership dues or qualify as life members, and who have not had their membership revoked. The Club shall not discriminate against any person because of race, religion, national origin, gender, sexual preference, or political affiliation.

The Club recognizes two categories of membership: regular membership and life membership.

· Regular membership shall be subject to the annual payment of dues and shall be for a term of twelve calendar months, beginning with and inclusive of the month during which applicable membership dues are paid to the organization. Membership shall expire on the last day of the membership term.

· The Club shall recognize as life members all persons who satisfy the qualifications for life membership established by its Board of Directors. Life membership shall not be subject, once the applicable qualifications have been satisfied, to expiration or to any further payment of membership dues. A life member may terminate his or her life membership at will.

The membership of any individual may be revoked on the grounds of misconduct by a two-thirds vote of the Club’s current incumbent Directors.

Membership in the Club may be required for participation in Club-sponsored events as determined by the Club’s Board of Directors.

Organization

Board of Directors

Executive authority of the Club shall be vested in a Board of Directors (“the Board”), which shall formulate the program and policy of the organization. Only members of the Club may serve on its Board, and members of the Board shall maintain their membership in the Club throughout their tenure on the Board. The Board may stipulate additional requirements for Board membership.

The Board shall comprise the following Director positions:

President

Program Director

Treasurer

Members-at-Large

The Board, by a two-thirds vote of the current incumbent Directors, may increase or decrease the number of Director positions that will constitute the Board effective as of the next election of Directors; however, the Board shall not include fewer than seven (7) nor more then eighteen (18) positions at any time.

At least annually the Board shall approve the organization’s budget, and the schedule, location, and format of events and activities.

The Board may create subordinate to itself appointive officers and standing or ad hoc committees and delegate to them responsibility for specific affairs.

Meetings of the Board of Directors

The Board of Directors shall meet physically at least once each year. Meetings of the Board shall be called by the President or a majority of the Directors with at least ten days’ notice.

A quorum shall consist of a majority of incumbent Directors but in no case fewer than four Directors.

Permanent records shall be kept of all Board meetings and must be made accessible to any Club member upon request.

Election of Officers

Officers shall be elected annually during the month of November by the membership at large. The Board of Directors shall define a procedure for the election of officers and publish it to the membership at least one month prior to the election to which it shall apply.

Members of the Board must be current Club members at the time of their election or their election shall be deemed nullified.

Members of the Board may succeed themselves.

Tenure

Directors’ tenure of office shall begin upon the announcement of the election results at the Regular Annual Meeting of the general membership scheduled for the third Tuesday in January following their election and shall terminate during the Regular Annual Meeting of the general membership held the following year.

Resignation, Suspension, or Removal of Board Members

Any member of the Board may resign his or her position by notifying the Board of Directors to that effect.

Any member of the Board who fails to maintain his or her Club membership continuously while in office shall be suspended from the Board as of the date on which his or her membership expires and until such time as it is renewed. Any member of the Board may be suspended from his or her duties for other cause by unanimous vote of the remaining Board members.

Suspension or temporary incapacitation shall not be construed as creating a vacancy on the Board, though the President may make temporary delegation of duties thus affected.

Members of the Board may be removed from office without cause by a vote of two-thirds of the members present at any meeting of the general membership properly convened in accordance with the requirements stipulated in this charter.

Vacancies

Vacancies on the Board may be filled through appointment by the Board. An individual so appointed shall exercise all the rights and perform all the functions of that office to which he or she is appointed for the remainder of the current term.

Duties of Members of the Board of Directors

The President

· Shall be the chief executive officer of the Club.

· Shall exercise general supervision over the welfare of the organization, subject to the Board.

· Shall call Board meetings as necessary.

· Shall preside over meetings of the Board and the general membership.

· Shall appoint non-elective officers with the advice and consent of the Board, and delegate other duties as necessary.

· Shall appoint and exercise general supervision of all committees.

· Shall be an ex-officio member on all committees.

· Shall receive reports as required from other officers.

· Shall, personally or by delegation, keep the minutes of the meetings of the Board and the general membership.

· Shall conduct and receive the official correspondence of the organization, oversee the archives of the Club’s correspondence, and maintain all other records of the Club except those maintained by the Treasurer and the Program Director.

· Shall have and exercise as required signature authority for all Club business and financial transactions.

· Shall transmit Club records to his or her successor as appropriate.

The Program Director

· Shall arrange, coordinate, and exercise general supervision over the activities of the Club.

· Shall prepare and submit to the Board at least annually a program of events and activities.

· Shall be a USCF-certified tournament director.

· Shall obtain and supervise tournament directors for all Club events, and insure the proper rating of USCF-rated events sponsored by the Club.

· Shall be responsible for maintaining the records of the Club with regard to its chess program, including records of events held, ratings reports, and other event-related matters.

· Shall be the ranking officer during the absence or incapacitation of the President, and shall exercise all the powers and duties of the President during the President’s absence or inability to act.

· Shall have and exercise as required signature authority for all Club business and financial transactions.

· Shall transmit Club records to his or her successor as appropriate.

The Treasurer

· Shall be the chief financial and accounting officer of the Club.

· Shall create and maintain the bank accounts and petty cash system of the Club, and collect, record, and deposit membership dues and other income.

· Shall make or authorize all disbursements.

· Shall prepare an annual budget and give periodic financial reports to the Board and the general membership.

· Shall be responsible for maintaining the ’Club’s tax status.

· Shall conduct all other financial business of the Club.

· Shall keep all inventories and financial records.

· Shall maintain records of the Club’s membership.

· Shall have and exercise as required signature authority for all Club business and financial transactions.

· Shall transmit Club records to his or her successor as appropriate.

Members-at-Large

Members-at-Large shall serve with powers and duties to be determined by the Board.

Meetings of the General Membership

Regular Annual Meeting

A Regular Annual Meeting of the general membership shall be scheduled annually for the third Tuesday of January.

The meeting shall receive reports from the President, Program Director, and Treasurer, and shall discuss the policies and programs of the Club.

The meeting shall conclude the term of the outgoing Board and initiate the term of the newly elected Board.

Additional General Meetings

Additional meetings of the general membership may be called with at least ten days’ notice to the Club members, either at the discretion of the Board or upon application of ten percent of the general membership.

Conduct of the Meetings of the General Membership

Thirty (30) current members in good standing shall constitute a quorum for a meeting of the general membership.

Standing rules and other motions may be passed, amended, or rescinded by majority vote of the members present.

Parliamentary procedure for the meetings shall be determined by the Board.

Records

A permanent record of the meetings of the general membership shall be maintained; these and copies of all standing rules shall be made accessible to all members.

Financial Organization

Dues

The Board shall determine the membership dues of the Club. The Board may establish different dues for different classes of membership and may at its discretion authorize promotional memberships for specified periods.

The Board may require the payment of additional fees for participation in various activities.

The Board may impose additional surcharges on members as needed.

Capital Authorization

The Treasurer may make or authorize disbursements up to a limit set by the Board. Disbursements above this limit must have the additional approval of the President.

Tax Status

The business affairs of the Club shall be conducted in compliance with the Requirements of Section 501(c)(7) of the Internal Revenue Code of 1954 as amended.

Additional Accounts and Funds

The Board may create special trust funds and other accounts for the purpose of furthering specific goals of the organization.

Subsidiary and Predecessor Organizations

Subsidiary Organizations

Subsidiary organizations may be created by the Board to effect the purposes of the Club. Executive authority for these organizations shall be vested with the Club’s Board. Subsidiary organizations and the Club shall maintain a completely integrated fiscal structure.

Merger or Acquisition

To effect its purposes, the Club may merge with or acquire existing organizations, with the approval of the Club’s Board and general membership and the management and general membership of the applicant organization.

The Club may not acquire or become part of any organization that conflicts with the non-profit character of the Club or its tax status.

Predecessor Organization

The MetroWest Chess Club (formerly known as the Framingham Chess Club) is the successor organization to the Norfolk-Middlesex Chess Association.

Amendment

This Charter may be amended in whole or in part upon an affirmative vote with at least ten days’ notice of two-thirds of the Board. Any act of amendment so approved by the Board must be confirmed by majority vote of the members present at the next meeting of the general membership, or be considered rescinded.