Bylaws of the Arizona Chess Federation, Inc.
ARTICLE I: Name and Official Address The name of the corporation shall be the Arizona Chess Federation, Inc., hereinafter referred to as the ACFI. The official address shall be the mailing address of the President. ARTICLE II: Purposes The ACFI is organized and will be operated exclusively for educational and fraternal purposes to promote and develop chess as art, sport, recreation, and science and as a tool for prevention of antisocial behavior. In furtherance thereof the ACFI will: • promote the interchange of information among ACFI members, other chess organizations, and the general public; • cooperate with schools, colleges, hospitals recreation departments, chess clubs, chess leagues, and other organizations in teaching chess, conducting tournaments, and other related activities; • conduct or award tournaments for determining the Arizona State Championship and other titles as deemed desirable; • represent the State of Arizona and the members of the ACFI in all national chess affairs; • not use any part of its net income for the benefit of any individual, except that trophies and prizes awarded in the course of its educational and promotional programs shall not be so construed; • not be operated for profit; • not use the principal or income of any of its funds for lobbying or to influence any proposed legislation. ARTICLE III: Membership Section 1. Admission - Any individual subscribing to the purposes (ARTICLE II) of the ACFI becomes a member upon payment of the required dues. Section 2. Continuation of Membership - The membership year ends on the last day of the month one year after the date of payment of dues. Failure to renew results in automatic termination of membership. All renewals assume agreed conformity to Section 6. Section 3. Types of Membership - There shall be five types of membership: 3.1 Regular members, Arizona residents with a membership in USCF; 3.2 Associate members, ACFI members who reside outside of Arizona. 3.3 Life Members, persons who make a single advanced payment of dues in an amount determined by vote of the Board; 3.4 Honorary Life Members, Arizona residents elected by at least 2/3 of the Board as an award for distinguished, and/or long and devoted, service to chess. Section 4. Dues - The dues for the various types of membership shall be determined by a two-thirds majority of the full Board. Section 5. Rights of Members - Membership in the ACFI automatically confers the following rights: 5.1 the right to attend any meeting of the ACFI. 5.2 the right to inspect the minutes of any meeting of the ACFI and, upon request, to receive a copy from the Secretary at not more than cost; 5.3 members who are Arizona residents have the right to vote in general elections and to participate in the nomination of board members by petition; 5.4 except for members under the age of 18, the right to run for office, 5.5 the right to receive the official publications of the ACFI. Section 6. Responsibilities of Members - It is the responsibility of every member to adhere to the Bylaws of the ACFI, specifically including the statements of Purpose (Article II). Section 7. Resignation - Any member may resign from the ACFI by addressing his resignation, in writing, to the Board and mailing it to the official address or delivering it in person to the President or the Membership Officer. ARTICLE IV: The ACFI Governing Board Section 1. Enumeration and Requirements 1.1 The ACFI Governing Board, hereinafter referred to as the board, shall consist of the board members (President, Vice-president, Secretary, Treasurer, Membership Officer, Immediate past president and six (6) additional regional representatives selected in the following manner: The State of Arizona is divided into three regions. Region 1 is Maricopa County. Region 2 is comprised of Pima, Santa Cruz and Cochise Counties. Region 3 is the State of Arizona outside of Maricopa, Pima, Santa Cruz and Cochise counties. Two (2) additional regional representatives, one of which will be the region's scholastic coordinator shall be elected from each region. 1.2 During their terms of office board members must continue to meet the requirements listed in Section 4.1 of this Article. Section 2. Responsibilities 2.1 The Board shall be responsible for all operations and policies of the ACFI. 2.2 The specific responsibilities of the Board shall include, but not be limited to, the following: • to consider, act upon, and document all matters brought to it by ACFI members or others; to implement fiscal policy for the current ACFI year, including the approval of budgets and setting of fees and membership dues; • to appoint chairman of all committees from candidates nominated by the President; to supervise the activities of those committees, including removal of committee chairmen from office when necessary; • to fill vacancies of office among board members; • to implement recall procedures; • to act on all requests for the ACFI mailing list; 2.3 The President • shall bring before the appropriate board member, committee or the Board matters requiring their attention or action for the proper functioning of the ACFI; • shall preside, when available, at meetings of the ACFI board; • shall on a timely basis submit to the Board acceptable nominations for chairmen of standing, recurrent, and ad hoc committees; • shall make an annual report in writing to the ACFI membership; • shall officially represent the ACFI to any organizations where such representation is appropriate. 2.4 The Vice-president • shall act as president in the temporary absence or incapacity of the President and shall succeed him if such absence or incapacity becomes permanent. 2.5 The Secretary • shall keep complete and accurate records of all motions passed and actions taken by the Board; • shall be responsible for conducting all correspondence required by the Board; • shall be responsible for recording the official ACFI minutes and making them available to the members of the ACFI when requested . • shall maintain a logbook containing copies of all notices, minutes, correspondence, etc. The objective is to keep a permanent, continuous historical record to be passed on to future Secretaries; • at least 10 days before any scheduled meeting, shall e-mail, fax, or mail notice of the meeting, agenda, and copy of the minutes of the previous meeting to each member of the Board. 2.6 The Treasurer • shall have charge of all funds and other tangible assets of the ACFI; • shall keep complete and accurate records of all expenditures and receipts of the ACFI; • shall prepare and submit financial reports as required for the proper functioning of the ACFI, including a written report to the membership at least once a year; • shall disburse funds in satisfaction of proper demands upon the ACFI. 2.7 The Membership Officer • shall maintain complete, accurate, and up-to-date membership records for the ACFI, and shall make such records available to the board members and the Nominating Committee as required. These records shall include the name, address with ZIP code, type of membership, expiration date, and birth date of each member; • shall be responsible for timely issuance of renewal notices to members; • shall be responsible for the membership recruiting activities of the ACFI; • shall receive and process applications for membership. 2.8 Immediate Past President • This position which shall be filled by the Immediate Past President, provided that he is still a voting member of the ACFI, a member of the USCF, he does not hold a different board position of the ACFI, and he has served a full term as President in the preceding three-year period. If these conditions are not met, the position shall be left vacant. The purpose of this position is to provide continuity. 2.9 Regional Scholastic Coordinators • Shall be responsible for communication regarding scholastic affairs between their region and the board. Section 3. Term of Office - The term of all board members shall be three consecutive years commencing with the certification of their election and continuing until they are replaced. Section 4. Nomination and Election of Board 4.1 Every Candidate for ACFI office must be a voting member of the ACFI, a member of the USCF, at least 18 years of age, and a resident of the State of Arizona. 4.2 Every candidate for office must have agreed in writing to the Nominating Committee to serve if elected. Communication by fax or e-mail is acceptable. 4.3 The Nominating Committee shall select at least one candidate for each board position. Additional eligible candidates may be placed on the official ballot by submission, to the Chairman of the Nominating Committee, of a petition signed by at least 12 voting members. The petition must be submitted in person or by registered mail. The Nominating Committee shall inform the membership of its right to petition at a time between three (3) and four (4) months before it mails the ballots to the membership. The notice of right to petition shall include the time period during which petitions will be honored. In no event may this period be less than thirty (30) days. The Committee shall present all nominations in the ACFI official publication after the period of petition has elapsed and no later than twenty (20) days before the Nominating Committee mails the ballots to the membership. 4.4 The Nominating Committee shall make the official ballot available on the ACFI website for all eligible voting members to download or print. The official ballot shall contain voting instructions and shall list in alphabetical order the names of all candidates, including those chosen by petition. Write-in candidates shall be permitted. The Nominating Committee shall establish a reasonable time period for the return of the ballots, and the membership shall be notified of that period with the ballot; in no event may that period be less than 15 days. 4.5 The Nominating Committee shall be responsible for counting the ballots and for announcing reasonably in advance the date, time, and place of the count. It shall be responsible for ensuring the secrecy of the ballot and for establishing reasonable procedures to ensure that only eligible members vote, and only once each. The Committee shall have responsibility for determining the validity of any ballot and shall make a written record of the reasons for rejecting any ballot. 4.6 The Nominating Committee shall be responsible for conducting all aspects of the election. 4.7 No member shall interfere with the work of the Nominating Committee. Any complaints against an action of the Nominating Committee must be made in writing to the President with a copy to the Secretary. The President must have the Board act on the complaint in the most expeditious manner within 10 days and before the election can be considered finalized. Any Board member, who is a candidate in the election, must abstain in the voting on the disposition of the complaint. 4.8 No candidate or candidateÕs agents shall be permitted to donate voting memberships in the ACFI for any reason before or during an election. 4.9 For the regional representative positions, voting members may vote for up to two candidates from their region of residence, and not for any candidates from any other region. 4.10 For each region, the two (2) candidates for regional representative receiving the greatest number of votes shall be considered elected. The candidate for regional representative from each region receiving the most votes shall have the right of first refusal for the regional scholastic coordinator position. Any ties shall be broken by vote of the Board. If there is not a candidate for a regional representative position in a given Region or if there are no votes cast for a given position, that seat is not filled by result of the election and shall remain vacant during that term until filled by a majority vote of the board. 4.11 Election of board members other than regional representatives shall be determined by a plurality vote of at least 40% of the valid ballots cast for each office. If there is a tie for high vote among candidates for an office any tie shall be broken by vote of the Board. If no candidate receives a plurality of 40% of the votes cast for that office, a vote of the board between the candidates receiving the highest and second highest number of votes shall decide. The incumbent board member will continue in office until the election is officially decided. 4.12 For the purposes of breaking ties as described in 4.10 and 4.11 each person who is a member of eiter the incoming or outgoing board shall have one vote. Section 5. Meetings and Business 5.1 The Board shall meet as required for conducting its business. The Secretary shall give notices of meetings as required by ARTICLE IV Section 2.5. 5.2 Official business may be conducted at Board meetings only if the required quorum is present. For regular meetings, i.e., meetings which have been on the schedule for at least 30 days, the required quorum is a majority of Board members; for special meetings, i.e., meetings which had not been on schedule for at least 30 days, the required quorum is at least 2/3 of Board members. All actions taken by the Board shall be by agreeing vote of the majority of the Board members present, unless otherwise specified by these Bylaws 5.3 Rules for Conducting Meetings: All ACFI meetings shall be conducted under Robert's Rules of Order (Newly Revised), except as amended by these Bylaws. 5.4 Official business may be conducted between meetings by telephone conference, e-mail, fax, and/or mail. All actions officially taken shall be reported to the board in as timely a manner as possible. All such actions shall be duly recorded and reported as a supplement to the minutes of the next board meeting. 5.5 Emergencies - The president or on his stated unavailability, the Vice-president, shall, between meetings of the Board, be responsible for handling any emergency or critical situations requiring prompt attention and action for the satisfactory implementation of the operations and policies of the ACFI. Action on routine or non-emergency matters shall not be taken, until brought before the Board as a whole. The decision as to what constitutes an emergency or critical situation shall be the responsibility of the President (or the Vice-president when the President is not available), except when overruled by a majority vote of the board. All actions, so taken, shall be consistent with and not in conflict with policies, procedures, and budgets previously approved by the Board. All actions officially taken shall be reported to the board in as timely a manner as possible. All such actions shall be duly recorded and reported as a supplement to the minutes of the next board meeting. Section 6. Termination of Office 6.1 Resignation Any board member may resign his office prior to the end of his term by submitting his resignation in writing to the President or Secretary. A Board member whose membership in the ACFI or USCF has lapsed is considered to have resigned his office. Any member of the Board who misses three consecutive meetings of which adequate notice has been given is deemed to have resigned. A meeting shall not count as a missed meeting for this purpose if the board member notifies the Secretary prior to the meeting of his or her inability to attend that meeting. 6.2 Recall of Board Members Any members of Board may be recalled and removed from office for cause by an agreeing vote of at least 2/3 of the full Board. Dereliction or other serious misconduct would be sufficient cause for removal. Section 7. Succession 7.1 A person, holding an elected position, who succeeds to another, automatically vacates the first position. 7.2 If the office of President becomes vacated the Vice-president shall immediately succeed to that office. 7.3 If the position of Vice-president, Secretary, Treasurer, or Membership Officer becomes vacated, a successor shall be elected by majority vote of the full Board from among its members. 7.4 If an elected regional representative of the Board resigns or for any reason is unable to complete his term of office, his position shall be filled by that candidate who had received the next highest number of votes; if there is no such candidate available, the President may nominate an eligible candidate whose election will then require a majority vote of the Board. ARTICLE V: Committees Section 1. Creation - The Board shall create a Nominating Committee and a Tournament Conflict Clearinghouse Committee. Other committees may be created by the Board as appropriate. Section 2. Committee Chairmen. 2.1 The Board shall elect chairmen for all committees. 2.2 The term of each committee chairman shall commence upon appointment and shall expire at the end of the ACFI year of appointment but not before a successor has been chosen. 2.3 Every Committee Chairman shall be responsible for carrying out the committee's functions and for presenting program reports at each meeting of the Board and a final report when appropriate. Section 3. Committee Membership 3.1 Committee members are appointed by the committee chairmen and must be members of the ACFI. 3.2 The Nominating Committee shall consist of at least four members. Section 4. Functions of the Committees 4.1 The Nominating Committee shall be responsible for carrying out the nomination and election procedures as described in ARTICLE IV Section 4 4.2 The functions of other committees shall be determined by the Board. ARTICLE VI: Amendments Amendments to these Bylaws may be made only as follows. • The proposed amendment, which may be submitted by any member, shall first be approved by at least 2/3 of the Board present. • If the proposed amendment is approved by the Board, it shall next be submitted to a special referendum of the membership. All ACFI members, except Associate Members, shall be eligible to vote in this referendum. The referendum shall be conducted by secret mail ballot and be supervised by the Board. • Approval by a majority of the valid ballots cast is required to carry an amendment. If approved, two copies of the amended Bylaws shall be sent to the Secretary. • Emergency amendments to the Bylaws may be approved by a unanimous vote of the whole Board without being submitted to the membership. ---------------------------------------------------------------------