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Bylaws of the GBCA

  

Article I. NAME

The name of the organization is Green Bay Chess Association, Inc., hereinafter referred to as the Association.

Article II. PURPOSE

The purpose of the Association shall be to broaden and develop chess as a significant element of cultural life in Wisconsin. The Association shall cooperate with chess clubs, schools, and other groups and institutions throughout Wisconsin in teaching chess and conducting tournaments. The Association shall be affiliated with the United States Chess Federation. The Association is pledged to (A) operate exclusively for educational purposes; (B) that no part of its contributions, dues or net income shall inure to the benefit of any individual, except the trophies or prizes awarded in the course of its educational and promotional program shall not be so construed; and (C) that the Association is not operated for profit, and that neither principal nor income of any of its funds may be used in any attempt to influence legislation.

Article III. MEMBERSHIP

Any person or corporation may become a Member on application to the Board of directors, which is empowered to accept member application by majority vote. Persons or corporations desiring to become a Member agree to abide by the Articles of Incorporation, By-Laws and other rules and regulations adopted by the Association.

  1. 1.Membership dues: annual association membership dues shall be set by the board. Dues may be reduced or waived for hardship cases at the discretion of the board.
    1. 2.Rights and Privileges: Each member shall be entitled to participate and vote in all meetings of the Membership. Voting may be in person, by mail, or by electronic mail (Email), but not by proxy.
      1. 3.Suspension and Expulsion: The Board of Directors has the power to suspend or expel any Member for cause after conducting a hearing. The Member has the right to attend the hearing and to call witnesses in his behalf. If the Member is aggrieved by the decision of the Board, the Member has the right to submit a written appeal to the Board of Directors within ten (10) days of the decision. The appeal will be considered at the next regular meeting or special meeting called for that purpose, by the assembled Membership.

Article IV. MEETINGS

  1. 1.Annual Meetings: The President shall call an annual meeting of the Membership, held in the month of August or September, for the purposes of hearing reports, electing and installing Officers, and considering other Association business.
  2. 2.Special Meetings: The President shall call special meetings of the Membership at such times as may be expedient for the purpose of considering any Association business. Upon petition of seven Members of the Association, the President shall call a special meeting of the Membership for the reason stated on the petition, and the meeting shall be only for discussion of the petitioned reasons.
  3. 3.Quorum: Six Members present in person shall constitute a quorum at any meeting of the membership.
  4. 4.Notice: The Secretary shall give each Member advance notice of each special meeting by phone, Email, or mail. The notice shall include an agenda. Business transacted at special meetings will be limited to only those items noted on the notice for that meeting.

Article V. BOARD OF DIRECTORS

 

The Association board shall consist of between six to eight members, with six board members elected by the membership for terms of three (3) years, a non-voting Junior Officer elected by the other six board members, and one ex-Officio member elected by the six elected members, said ex-Officio member must have been a founding member or past president of the Association Elections of the six board members shall be staggered such that only two positions will normally be open for election in any given year. The board shall elect the officers of the Association:

President, Vice President, Secretary, Treasurer, Junior Officer, two members-at-large, and ex-­Officio member, which shall as Officers and Board Members, between meetings of the Membership, execute all Association business and affairs, including contracts. The President of the Association shall be the chairman of the Board of Directors. A decision of the Board of Directors shall require the affirmative vote in person, by mail, by telephone, or by Email, of a majority of the Board of Directors. Proxy votes are not allowed. Any Officers elected or appointed may be removed by the persons authorized to elect or appoint said Officers, whenever, in their judgment, the best interests of the Association are served. If a vacancy should occur on the Board of Directors, the remaining Members of the Board are empowered to appoint a Member to fill the vacancy for the balance of the term.

Article VI.

  1. 1.Board Members: At each annual meeting the Members shall elect two board members.
  2. 2.Election: The election shall be by secret ballot.
  3. 3.Books: The Association shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its Members, Board of Directors, and Committees having any oft he authority of the Board of Directors, and shall keep at its registered office or principal office in this state a record of the names and addresses of the Members entitled to vote. All books and records of the Association may be inspected by any Member or his agent or attorney, for the proper purpose at any reasonable time.

Article VII. DUTIES OF OFFICERS

  1. 1.President: The President shall call and preside at all meetings of the Membership, represent the Association officially on occasion, report annually to the Membership, and carry out all requirements ofthese By-Laws. The President shall appoint, with approval of the board, such additional Officers and Committees as may advance Association purposes, including the representatives of the Association in all affairs of the United States Chess Federation.
  2. 2.Vice President: The Vice President shall assist the President and carry out assignments received from the President. The Vice President shall execute the duties of the President when the President is unable to serve.
    1. 3.Secretary: The Secretary shall keep minutes of all meetings of the Membership, act as custodian of the By-Laws and such documents as the President may entrust to the Secretary, and carry out all duties as prescribed by these By-Laws and such other Association duties as the President may assign. The Secretary shall, at any meetings of the Membership if the President and Vice President are unable to attend, call the meeting to order and preside until the immediate election of a chairman pro-tern.
    2. 4.Treasurer: The Treasurer shall keep records of all funds collected and disbursed by the Association, make a financial report at the annual meeting, and carry out all duties prescribed by these By-Laws and duties assigned by the President. The Treasurer shall preside at any meeting of the Membership if the President, Vice President, and Secretary are unable to attend.
    3. 5.Junior Officer: Provide representation for those under 21 years of age.

 

Article VIII. PROCEDURE

Robert's Rules of Order Newly Revised shall be used at all meetings of the Membership.

Article IX. AMENDMENT

These By-Laws may be amended by a two-thirds (2/3) vote of the Members voting at any meeting of the Membership, provided that advance notice, including the purpose of the amendment has been provided to each member.

Article X. COMPENSATION

No Officer, Director, or Member shall receive any compensation or other benefits from the Association except for reimbursement of reasonable expenses and except for trophies or prizes fairly awarded in the course of its educational and promotional program.

Article XI. DISSOLUTION OF THE ASSOCIATION

Upon the dissolution of the Association and Corporation, assets shall be distributed to one or more tax-exempt organizations that promotes the game of chess within the meaning of section 5Ol(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Association/Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.