Bylaws of the GBCA
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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.
Article IV. MEETINGS
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.
Article VII. DUTIES OF OFFICERS
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. |