Western Massachusetts Chess Association, Inc.

Article I - Name and Purpose

1. The name of this organization shall be the Western Massachusetts Chess Association, Inc., hereafter referred to as WMCA.
2. The purpose and objectives for which the Association is organized shall be:
a. To promote and coordinate chess activities in Western Massachusetts.
b. To be the official United States Chess Federation (USCF) affiliated organization for
Western Massachusetts, as well as maintaining affiliate relationships with the Massachusetts Chess Association (MACA) and the New England Chess Association (NECA).
c. To promote the study and knowledge of the scientific game of chess, and encourage the formation of chess groups and clubs.
3. To sponsor and sanction tournaments of a statewide nature and to name the official
Western Massachusetts champions in various categories.
4. No part of its contributions, dues, or net income shall inure to the benefit of any individual, except that trophies or prizes awarded in the course of its educational and promotional programs, tournaments and tournament management fees shall not be so construed.
5. 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(c)3 and which has exemption from Federal Income Tax under Section 501(c)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

1. A member is anyone accepted by the Association for membership who has paid the approved membership dues for the current period.
2. 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.
3. Rights and privileges:
Competition. A member shall be permitted to compete in any event held by the corporation, subject to such rules and regulations as may govern that event.
Subscriptions. Members and affiliates shall receive annual subscriptions to the official publication, “The Skittles Room”, published quarterly.
4. Each member shall have the right to participate in the Annual Meeting, and to enjoy all other rights and privileges not herein enumerated.

Article III- Meetings of Membership

1. The Annual Meeting of the membership shall be held in conjunction with the Western Massachusetts Championship tournament.
2. Written or printed notice stating the place, day, and hour of the any WMCA annual, special membership, or Board meeting shall be published in the "The Skittles Room”, the official publication of the Western Massachusetts Chess Association, between five and ninety days before the start of the meeting except that a special Board meeting may be held at the behest of the President, whose agent may notify the membership by email. Upon challenge by three or more WMCA members, evidence of such email notification may be required. In event of such a challenge to a meeting's legitimacy, evidence of over one-half of the membership's having received notification shall constitute proper notification. Failure to produce such evidence shall abrogate the challenged meeting's legitimacy, and any business conducted at that meeting will be judged unofficial and without WMCA standing. Members may request to be on a telephone or mail notification list in lieu of email, however, this notification shall be considered a courtesy, and failure to successfully communicate meeting notification with any such member shall not constitute grounds for challenge to a meeting's legitimacy.
3. Annual or Special Membership Meeting Quorum. A quorum to transact business at an annual or special membership meeting shall consist of a minimum of one-third of the current membership, or fifteen members (whichever is fewer).
4. Every member of the Association shall be entitled to vote on all motions presented at the annual meeting of the membership.
5. 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 WMCA.
6. Order of Business. The order of business to be followed at all meetings of the membership
shall be as follows:
1. Calling the meeting to order;
2. Reading, correcting, and approving the minutes of the previous meeting;
3. Reports of the officers;
4. Unfinished business; and
5. New business.
The Clerk shall provide any member, when requested, a copy of the minutes for any meeting. Reasonable copying fees and postage may be assessed and payment required in advance.

Article IV - Regional Organization

1. The membership may be divided geographically, for administrative purposes, and shall be numbered, described, and composed as follows:

I. Berkshire county
II. Franklin county
III. Hampden county
IV. Hampshire county
V. Worcester county

Article V - Board of Directors

1. 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 Massachusetts statutes, the Articles of Incorporation, and the Bylaws herein, except those which are expressly conferred upon the membership.
2. Number. The total number of voting Directors shall be six. The apportionment shall be as follows: WMCA will request each region (I, II, III, IV, V) to nominate (and elect if necessary) a director to represent its interests on the board. One Board member shall be designated "at-Large" and shall be elected by all members.
3. Term. The term of each Director shall commence on the Monday following the annual WMCA meeting (usually occurring on the second tournament day of the annual Western Massachusetts/Connecticut Valley Championships {traditionally held over the President’s Day holiday weekend in February of each year}) of the year in which elected and continue until the following annual meeting of the second year following his or her election. Should a vacancy occur on the Board of Directors before the February annual meeting, such a vacancy shall be filled within 30 days of the date on which the vacancy occurred by the members 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 Commonwealth of Massachusetts 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 receive a free year of membership in good standing throughout their term.
4. Selection. Only members of the Association in good standing and living in the Commonwealth of Massachusetts 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 December 15. A ballot and instructions shall be made available to each member during the annual business meeting.
5. 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.
6. The initial meeting of the newly-elected Board of Directors shall be held during March of
each year.
7. 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.
8. Board of Directors Meeting Quorum A quorum to transact business at any meeting of the
Board of Directors shall consist of four voting Board members.

Article VI - Officers

1. The affairs of this Association shall be managed by the duly elected officers of the Association, who shall possess and exercise all of the powers, and authority that may be exercised or performed by the Association under Massachusetts statutes, the Articles of Incorporation, and the Bylaws herein.
2. The Officers of the Association shall consist of a President, Vice-President, Clerk, and Treasurer, who shall be elected by the membership thereof at its annual meeting, and they shall serve for a term of two years.
3. The President shall call to order and preside at all meetings of the Association 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.
4. 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.
5. The Clerk shall record and maintain records of all proceedings of the members and Association in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principle office of the corporation or at the office of its clerk or resident agent and shall be open at all times to the inspection of any matter. Such book or books shall also contain records of all meetings of incorporators, and the original or attested copies, of the articles of incorporation and bylaws and all names of all the elected and appointed officers and the addresses of each. If the clerk is absent from any meeting of the members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting. The clerk 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 officers, and shall submit those reports or documents pertaining to the affairs of the corporation as required by the Secretary of State.
6. The Treasurer shall be the chief financial officer and the chief accounting officer or the corporation. The treasurer shall be in charge of its financial affairs, funds, securities, and valuable papers and shall keep full and accurate records thereof. The treasurer shall have other such duties and powers as designated by the President. The treasurer shall also be in charge of its books or account and accounting records, and of its accounting procedures. The treasurer shall report at the membership and Officer’s Meetings on the financial position of the corporation. The treasurer 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 Officers shall designate.
7. Member(s)-at-Large- The Officers may appoint any Association member(s) in good standing Members-at-Large of the Executive Board who shall have such other duties as are assigned by the Executive Board or by the President on behalf of the Executive Board or as prescribed by these Bylaws, who have full voting privileges on the Board of Directors. Members-at-large shall serve of a term of one year.
8. Editor, "The Skittles Room”, the official publication of the Western Massachusetts Chess Association, shall also have full voting privileges on the Board of Directors.

Article VII - Amendments

1. The power to alter, amend, repeal, or adopt new Bylaws for this Association is vested in the elected officers through an affirmative vote of at least four 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 Officers, 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 Officers meeting, written notice of the proposed action shall be submitted to the Clerk at least 30 days prior to the said meeting and the Clerk shall cause notice of said proposed action to be given to each member of the Officers at least 15 days prior to the holding of said meeting. No amendment, alteration, or repeal of the Bylaws adopted by the Officers within 30 days prior to the annual membership meeting shall be effective until submitted to, and approved by, the membership of said meeting.
2. The Officers may alter, amend, repeal, or adopt new Bylaws by mail in the
following manner:
a. Any Officer can send a proposed Bylaws change to the Clerk. .
b. Within seven days, the Clerk must mail a copy of the proposed Bylaws change to all
Officers.
3. Within 15 days, the Officers respond to the Clerk with the answer to one question: (1)
Are you in favor of the proposed Bylaws change?
4. The proposed Bylaws change passes if the returned ballots indicate an affirmative vote of
the majority of sitting Officers.

Article VIII - Personal Liability

1. The members, directors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having claim against the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.

Article IX - Sponsors, Benefactors, Contributors, Advisors, and Friends of the corporation

1. The Officers of the Association may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, or friends of the corporation or other such titles as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Board shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

Article X – Corporate Seal

1. The Officers of the Association may adopt and alter the seal of the Association.
2. The seal of the Association shall consist of a design bearing the name of the Association. Said seal shall remain in the possession of the Clerk.

Article XI - Registered Agent

1. In keeping with the statutory requirements of the Commonwealth of Massachusetts, 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 Officers of the Association shall hold a meeting within seven days of the occurrence, and a new registered agent shall be elected from the members of the elected Officers by a majority vote of said Officers. 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.