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MICHIGAN CHESS ASSOCIATION BYLAWS
Article I. NAME
The name of this organization shall be the Michigan Chess Association.

Article II. PURPOSE
The purpose of this organization shall be:
  1. To promote interest and enjoyment in chess through educational programs, tournaments, matches, and other activities.
  2. To provide regular publications to furnish chess news and articles of interest to the membership.
  3. To work in cooperation with the United States Chess Federation in promoting chess activities. The Michigan Chess Association shall be the official state chapter of the United States Chess Federation.
  4. To operate exclusively for educational, recreational and social-welfare purposes; no part of its contributions, dues, or net income shall benefit any individual, except as part of its promotional programs. The Michigan Chess Association is not operated for profit and neither principal nor income of any of its funds shall be used in any attempt to influence legislation.

Article III. MEMBERSHIP
  1. Any person interested in the activities and objectives of the Association may become a member upon payment of the membership fee. Upon receipt of the membership fee, the Association shall issue a membership card with the expiration date noted.
  2. Each paid member attending a General Membership Meeting shall have one vote.
  3. Membership fees shall be established by the Executive Board.
  4. Membership in this Association may be revoked or suspended for just cause by unanimous vote of the Executive Board.

Article IV. ORGANIZATION
  1. Ultimate authority in the Association shall rest in the membership; such authority is exercised at periodic General Membership Meetings, to be held at least once per year (see Article VI).
  2. Between General Membership Meetings the business and activities of the Association shall be governed by an Executive Board. The Executive Board shall comprise thirteen members: four Officers, three elected Members-at-Large, and six appointed Members-at-Large. The Officers shall be a President, Vice-President, Secretary, and Treasurer.
  3. The terms of office for officers and elected Members-at-Large shall be two years, with no limit on the number of times the membership may elect them. The terms of office of appointed Members-at-Large shall be one year, with no limit on the number of times an individual may be appointed. All terms of office on the Executive Board shall expire at the end of the Annual General Membership Meeting in the appropriate year.
  4. Officers shall be elected in odd-numbered years (years ending in 1, 3, 5, 7, or 9) by plurality vote at the Annual General Membership meeting. Three Members-at-Large shall be similarly elected in even-numbered years (years ending in 2, 4, 6, 8, or 0).
  5. Six Members-at-Large shall be appointed by the President, with the advice and consent of the Executive Board, to serve one-year terms (except as provided in section 3 above).
  6. No individual on the Executive Board shall have more than one vote regardless of the number of positions he holds.
  7. Should a vacancy in the elected positions occur between elections, the President shall appoint an acting Officer or Member-at-Large until the next General Annual Membership Meeting, when the position shall be filled by plurality vote of the members present. If the office of the President becomes vacant, the Vice-President shall serve as acting President until the next Annual General Membership meeting, when the office shall be filled by plurality vote of the members present. The Officer or Member-at-Large shall replace his predecessor as a voting member of the Executive Board.
  8. Upon motion, any member of the Executive Board may be removed by two-thirds vote of the full Executive Board.
  9. Any member of the Executive Board shall be regarded as having resigned his position as an Officer or Member-at-Large upon missing any two duly scheduled meetings during the same twelve month period of consecutive service, with exceptions to be made by the Executive Board. The President may then appoint a replacement with the advice and consent of the Executive Board to serve until the end of the next Annual General Membership Meeting.

Article V. DUTIES OF OFFICERS
  1. The President shall: 
a. Preside at all membership and Executive Board meetings. 
b. Appoint six Members-at-Large of the Executive Board for one-year terms with the advice and consent of the Executive Board. 
c. Assign duties and responsibilities to the members of the Executive Board with its advice and consent. 
d. Appoint an Elections Committee to arrange and oversee the nomination and election process. No member may run for office while serving on the Elections Committee. 
e. Appoint all other committees with the advice and consent of the Executive Board. The term of office of each committee shall be until the end of the next Annual General Membership Meeting or such shorter time as is provided at the time of appointment. 
f. Appoint Delegates, Voting Members, and Alternate Voting Members to the United States Chess Federation with the advice and consent of the Executive Board.
  1. The Vice-President shall assist the President and preside at meetings in the absence of the President.
  2. The Secretary shall keep minutes of all meetings and furnish copies to Executive Board members, conduct the correspondence of the Association, and provide notice for all Membership meetings.
  3. The Treasurer shall be responsible for the funds of the Association, report at the Executive Board and Membership meetings on the financial situation of the Association, and provide itemized financial statements at the request of the Executive Board.
  4. The elected members of the Executive Board shall be responsible for any necessary interpretation of these By-Laws. In case of a tie vote, the interpretation shall be that for which the President (or Vice-President if presiding) has voted.

Article VI. MEETINGS
  1. An annual meeting of the membership (herein referred to as the Annual General Membership Meeting) shall be held in conjunction with the Michigan Open Championship.
  2. Ten members shall constitute a quorum at membership meetings. At Executive Board meetings a quorum shall be either half of the Board, or it shall be five of those serving in elective offices and Directorships.
  3. The Executive Board may call special meetings of the membership upon two weeks notice.
  4. The Executive Board shall meet at least four times per year at reasonable intervals to conduct the business of the Association. These meetings are open to all interested observers. Between meetings, the Officers shall conduct the business of the Association in accordance with the actions and policies of the Executive Board.
  5. Special Executive Board meetings may be called by the President, or by the Board at a regular meeting, or by six Board members submitting written requests to the Secretary, who shall then arrange a time, date, and site for such a meeting to take place within 28 days of receiving the sixth qualified request for a meeting.
  6. At each Executive Board meeting, a tentative date, time, and place shall be set for the next Executive Board meeting. Any absent Board members are to be notified as soon as posible about the next meeting scheduling by the Recording Secretary. A reminder notice of the date, time, and place for each meeting, plus a tentative agenda, will be sent by the President either by email or by regular mail to all Board members at least 14 days before each meeting. (This amendment to rule #6 was passed at the 2002 General Membership Meeting)
  7. All meetings shall be conducted under parliamentary rules as outlined in the current edition of Robert's Rules of Order, Newly Revised. (This rule #7 was amended for clarity at the 2002 General Membership Meeting.)

Article VII. AMENDMENTS
These Bylaws may be amended by a two-thirds vote of members voting at a General Membership meeting, provided that the proposed amendment has been printed in the Association's publication at least thirty days prior to the meeting.

Article VIII. LIABILITY AMENDMENT [added 1988]
Except as otherwise provided by law, a volunteer director of the Michigan Chess Association is not personally liable to the corporation or its members for monetary damages for a breach of the director's ficuciary duty. 
The Michigan Chess Association assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer director occurring on or after January 1, 1988 incurred in the good faith performance of his or her duties as a director.