BYLAWS PASSED AT THE 1998 USCF DELEGATES' MEETING
Note: These Bylaws go into effect on September 10, 1998, and replace all previous Bylaws except as noted under Article X (transition). Please refer toArticle X before reviewing these Bylaws.
Article I: Name
The name of the corporation shall be the United States Chess Federation (USCF) also known as the United States of America Chess Federation, commonly known as US Chess.
Article II: Purposes
Section 1. The purpose of the Federation shall be educational and instructional, to broaden and develop chess as art and recreation, as a significant element of culture in America. The Federation shall cooperate with schools, colleges, hospitals, military bases, community centers, recreation departments, and other groups and institutions, in teaching chess, conducting tournaments, and other activities. The Federation shall disseminate information through its publications and representatives, and the Federation shall select the official USA representatives in all international chess affairs. The Federation shall encourage and support chess programs for handicapped individuals and the participation of handicapped in chess activity, including, where feasible, the expansion of opportunities for meaningful participation by handicapped individuals in all chess competition.
Section 2. The Federation is pledged:
A. to operate exclusively for educational, recreational, and social welfare purposes;
B. that 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 program shall not be so construed;
C. that the Federation 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;
D. to promote the study and knowledge of the scientific game of chess;
E. to foster the development of players and to help those who seek to become masters;
F. to encourage the formation of chess groups, clubs, and associations;
G. to hold a tournament no less often than once every two years for the Chess Championship of the United States and to confer upon the winner of such tournament the title "United States Chess Champion"; and
H. to hold an open tournament every summer in the United States.
Article III: Membership
Section 1. Regular Membership. Any person may become a Regular Member of the Federation upon payment of $40 dues for one year, $75 for two years, or $109 for three years. This may also be referred to as Full Adult Membership.
Section 2. Youth Membership. Any person under 20 years of age and a resident of the United States (or if he or she submits his or her membership through a USCF affiliate) may become a Youth Member of the Federation upon payment of $17 dues for one year, $32 for two years, or $47 for three years.
Section 3. Scholastic Membership. Any person under 15 years of age and a resident of the United States (or if he or she submits his or her membership through a USCF affiliate) may become a Scholastic Member of the Federation upon payment of $12 dues for one year, $23 for two years, or $34 for three years.
Section 4. Special Membership. A blind person may become a Special Member of the Federation upon payment of $7 dues for one year, $14 for two years, or $21 for three years.
Section 5. Senior Membership. A person who has passed his or her 65th birthday (and who is a resident of the United States or if he or she submits his or her membership through a USCF affiliate) may become a Senior Member of the Federation upon payment of $30 dues for one year, $60 for two years, or $90 for three years.
Section 6. Family Membership. Any person may become a Family Member of the Federation upon payment of $11 per year, provided that a relative in the same household is a Life, Sustaining, Regular, Senior, or Special member. Any person under 20 years of age may become a Family Member of the Federation upon payment of $11 per year, provided that a relative in the same household is a Life, Sustaining, Regular, Senior, Special, Youth, or Scholastic member.
Section 7. Life Membership. Any person may become a Life Member of the Federation upon payment of $850 dues. Any person age 65 years or older may become a Life Member by payment of $425 dues, or one-half of the Life Member rate then in effect. Any blind person may become a Life Member upon payment of $210 dues. The Federation may require reasonable confirmation of eligibility from time to time as a condition to continuation of Life membership.
Section 8. Sustaining Membership. Any person may become a Sustaining Member of the Federation upon payment of dues equal to twice the current rate for Regular Membership plus a surcharge of $15. After 10 such timely payments, a Sustaining Member becomes a Life Member, except that the rate for Sustaining Member automatically changes with each dues change for Regular Members.
Section 9. Promotional Memberships. In order to facilitate the development of membership promotion, the Executive Board may authorize special promotional membership terms and rates for limited periods of time to determine their feasibility by trial; such terms and rates shall be subject to review annually by the Board of Delegates.
Section 10. Trial Memberships. Any person who has never before been a USCF Member and who is a resident of the US (or if he or she submits his or her membership through a USCF Affiliate) may become a Trial Member of the Federation upon payment of dues of $25 for six months. A Trial Membership is renewable once only for an additional six months upon payment of dues of $20.
Section 11. Prison Memberships. Any person who is incarcerated in a penal institution in the United States may become a Prison Member upon payment of dues of $10 for one year.
Section 12. Rights and Privileges. Each Life, Sustaining, Regular, Senior, Special, Promotional, Trial, Prison, and Youth member shall be entitled to receive a regular copy of Chess Life. Each Scholastic member shall be entitled to receive a regular copy of School Mates. Each member shall be entitled to have his or her tournament play officially rated, to participate in the Annual Membership meeting, and to enjoy all other rights and privileges of membership not herein enumerated. Members and Affiliates with mailing addresses outside the United States may be charged an additional fee to cover extra costs.
Section 13. Revocation of Membership. The Executive Board, subject to the provisions of Article III, Section 14, may revoke or suspend the membership of any member for good cause. The USCF Ethics Committee may recommend suspending or revoking the membership of any person by applying the procedures established by the Board of Delegates in the USCF Code of Ethics.
Section 14. Revocation of Membership or Affiliation. In the event that the Executive Board shall revoke or suspend the membership of an individual or affiliate pursuant to Article III, Section 13, or Article VIII, Section 5, it shall, prior to taking such action, give to the individual or affiliate 30 days written notice of the proposed action. Within said time said individual or affiliate may submit in writing to the Executive Board reasons why such actions should not be taken. The Executive Board may thereafter, if it sees fit, act upon the written suggestion or set a date for a hearing to be held at or prior to the next Annual Meeting of the Federation, but before the meeting of the Board of Delegates. Any person or affiliate aggrieved by any action of the Executive Board may appeal to the Board of Delegates at the said Annual Meeting if the action is taken at the said meeting, or at the next meeting of the Board of Delegates. The Board shall affirm, reverse, or modify the action of the Executive Board. Only Delegates present in person may vote on any such appeal. If the Ethics Committee recommends the suspension or revocation of a member through application of the USCF Code of Ethics, the appeals procedure established in the Code of Ethics shall be applicable, and the remaining provisions of this section shall not be applicable to that case.
Section 15. Annual Membership Meeting. The President shall call and preside at an annual meeting of the membership, held in conjunction with the U.S. Open tournament, for the purpose of hearing reports and making suggestions to the Board of Delegates. Twenty-five members present in person shall constitute a quorum. The Secretary shall publish in Chess Life advance notice of the meeting. Participation and voting by members at the Annual Membership Meeting shall be limited to those members physically present. Participation through the use of conference telephone or other communications equipment shall not be permitted.
Section 16. Computer Registration. Computer owners may obtain a computer registration upon payment of a registration fee of $40 for one year, $75 for two years, or $109 for three years. A computer registration will allow computer owners to enter their chess-playing computer in tournaments specifically designated for computer competition. Computers are not allowed to participate in regular USCF tournaments that contain the designation "NC" in the official announcement. USCF members have the option of refusing to be paired against a computer in any mixed computer-human competition. The registration fee entitles the owner to a subscription to Chess Life.
Article IV: Voting Members
Section 1. Responsibility. The Voting Members are responsible for electing the Delegates and Alternate Delegates that represent their state. An insert containing nominees and voting instructions shall be inserted in an appropriate issue of Chess Life.
Section 2. Definition. Any member who is 18 years of age or older at the time of the election, is in a membership category that receives Chess Life magazine or is a Family Member, and whose membership is current through the end of a month in which an election is held, is a Voting Member. Family Members 18 years of age or older at the time of the election may request a ballot by sending a self-addressed stamped envelope to the USCF, 3054 NYS Route 9W, New Windsor, NY 12553, before May 20th of an election year. Family Members wishing to vote must furnish their date of birth to the USCF office. The ballot shall contain the signature of the voter certifying that the voter is eligible to vote.
Article V. Board of Delegates
Section 1. Responsibility. The Board of Delegates is responsible for the management of the USCF. It shall formulate general policy, adopt the annual budget, and write the Bylaws.
Section 2. Number. The Board of Delegates shall be composed of the Executive Board members, the Delegates at Large, and 125 Delegates, apportioned among the states in proportion to their USCF membership as of November 1 of the year prior to Delegate elections, except that each state with thirty or more members must have at least one Delegate. In addition, any Executive Board member-elect who is not already a Delegate becomes a Delegate immediately upon certification of the election result. Regional Vice Presidents elected under prior versions of the Bylaws shall serve as Delegates until their terms expire.
Section 3. Alternate Delegates There shall be 375 Alternate Delegates apportioned among the states in proportion to their USCF membership as of November 1 of the year prior to the Delegate elections, except that each state with thirty or more USCF members must have at least one Alternate Delegate. All Life Voting Members under previous editions of these Bylaws shall automatically become Additional Alternate Delegates if they are not elected as Delegates.
Section 4. Nomination . Members may be nominated for Delegate from the state in which they reside by either submission of a nomination from the official State Chapter to the USCF Secretary postmarked on or before February 1st of an Election Year, and/or by submission of a petition bearing the signatures of 10 USCF members who are residents of their state postmarked on or before April 1st of an Election Year.
Section 5. Election. Delegates and Alternate Delegates for each state shall be elected by the members of their state. Ballots for that purpose shall be included in an issue of Chess Life to be mailed prior to June 10 with ballots to be returned no later than July 20 of a year in which there is an election so that the ballots can be counted no later than August 1. Ballots shall be authenticated by use of official mailing labels provided with the ballots. Each state shall elect the designated number of Delegates and Alternate Delegates who shall be listed in the order of votes received, the candidate who receives the largest number of votes listed first, and so on. The candidates who receive the largest number of votes are elected Delegates, the others are elected Alternate Delegates to fill, in order of votes received, Delegate vacancies for that state. Delegates shall serve a term of two years commencing at the conclusion of the Delegates meeting at which their election is certified. Ties shall be broken by the President of the State Chapter in which the tie occurs. Elections for Delegates shall be held every even-numbered year starting in 2000. A member may not cast more than one vote for any person. Upon resolution of the Board of Directors of a State Chapter, communicated in writing to the USCF Secretary prior to April 1st of an Election Year, a state may be divided into two voting districts for the purpose of ensuring geographic representation. The resolution must specify how the division is to be made and how many Delegates and Alternate Delegates will be allocated to each district. The allocation shall be roughly proportional to the USCF membership in each district. Only voters from a district can vote for the Delegates and Alternate Delegates from that district.
Section 6. Vacancies. If one or more Delegates from any state are not present or are unable to attend the Annual Meeting, the ordered list of Alternate Delegates for that state is used to fill the Delegate vacancies for that meeting. The regularly elected Delegates continue in office for the remainder of their term. The state President or senior state officer may fill the vacancies from its ordered list of Alternate Delegates. If there are insufficient Alternate Delegates from the state to fill all remaining vacancies the state President or senior state officer present may appoint Alternate Delegates for that Annual Meeting. If a Delegate dies or resigns during the term of office, the vacancy shall be filled for the duration of the term of office by an Alternate Delegate in accordance with the ordered list. If a Delegate or Alternate Delegate moves from the state of residence, that person shall be deemed to have resigned as Delegate unless the State Chapter indicates otherwise.
Section 7. Annual Meeting. The President shall call and preside at an annual meeting of the Board of Delegates, held in conjunction with the U.S. Open tournament, for the purposes of hearing annual reports, installing officers, and considering other USCF business. A quorum shall consist of one third of the whole Board of Delegates present in person. The Secretary shall publish in Chess Life advance notice of the meeting and shall mail to each Delegate, between thirty and forty days before the Annual Meeting, a notice of the meeting and an agenda.
Section 8. Delegates at Large. Delegates at Large shall consist of the following:
A. All USCF Presidents who have served at least three consecutive years, upon completion of their term and are so elected by a majority of the Board of Delegates.
B. Those individuals who have rendered distinguished service to chess and who are elected by at least a 3/4 vote of the Board of Delegates at two consecutive Annual Meetings by a motion on the advance agenda. The number of individuals in this category shall not exceed twenty.
The term of the Delegates at Large shall commence at the Annual Meeting at which they achieve Delegate at Large status and continue for three more Annual Meetings. A Delegate at Large whose term is expiring or has expired may be elected to a new term.
Section 9. Electors - The electors consist of the Delegates, Alternate Delegates, Delegates at Large, elected Executive Board members, and any Regional Vice Presidents elected under earlier versions of these Bylaws in or prior to 1997 for the remainder of their terms of office. The electors are responsible for electing the Executive Board.
Article VI: Executive Board
Section 1. Composition. The Executive Board shall consist of seven members elected for staggered terms of four years. The Executive Director serves as a non-voting member of the Executive Board, with the right to debate and make motions, but without the right to vote. All Executive Board members are national officers of the USCF.
Section 2. Functions. The Executive Board shall manage the affairs of the Federation, including employment and other contracts, between meetings of the Board of Delegates and shall perform other duties as specified in these Bylaws. The Executive Board shall be subject to the authority of the Board of Delegates, and none of its acts shall conflict with actions taken by the Board of Delegates. The Executive Board's direction to the staff shall generally be given by the USCF President.
Section 3. Meetings. The Executive Board shall meet at least twice per year, the day and place to be fixed by vote of that Executive Board. Special meetings, including conference telephone calls or Internet conference meetings, may be called by the President or upon the written request of any three members of the Executive Board. Reasonable efforts to notify all Executive Board members of the meeting shall be made by mail, fax, telephone, e-mail, or other means approved by the Executive Board. The minutes of the Executive Board shall be sent to all USCF Delegates and Alternate Delegates, and posted on the USCF's Internet web site, within six weeks of each meeting. A quorum shall consist of a majority of the elected members of the Executive Board present in person or participating in a conference telephone call or Internet conference meeting. The affirmative votes of at least three different Executive Board members will be required to approve any action, as long as there are at least four members on the Executive Board.
Section 4. Nomination. Any USCF member shall be eligible for nomination to any elected office upon submitting to the Secretary by April 1 of an election year a valid petition containing the signatures of thirty or more Voting Members. No full-time employee of the USCF is eligible to serve on the Executive Board. The Secretary shall have advertised a call for nominations in the issue of Chess Life published no later than January 20th of an election year and shall publish a list of all duly-submitted nominations in the issue published not later than June 20th of an election year.
Section 5. Election of Executive Board Members. Between thirty and forty days before the announced Annual Meeting of the Board of Delegates in each year in which a Executive Board election is to take place (referred to as an election year) the Secretary shall mail to every Elector a ballot for a secret mail vote, listing all duly submitted nominations. Each elector may vote for as many persons as there are Executive Board positions to be filled. The persons receiving the largest vote totals shall be elected to the available Executive Board positions. These ballots shall be returned by mail to a post office box in the locality of the US Open and must be received by the day on which the official vote count is held. The ballots shall be opened and counted by the Secretary and by tellers appointed by the Executive Board prior to the Annual Meeting of the Board of Delegates. Ties, if any, will be broken by a secret ballot vote at that year's Delegates' Meeting, taken at the time that election results are to be certified. The election of Executive Board members shall take place in odd numbered years starting in 1999.
Section 6 Election of Executive Board Officers. At an organizational meeting immediately following the conclusion of the Delegates' Meeting at which Executive Board election results are certified, the Executive Board shall elect among itself the following officers: President, Vice President, Vice President for Finance, and Secretary. The term of each officer shall be for two years, except that upon a vote of 2/3 of its membership, the Executive Board may at any time meet in person or by teleconference and elect new officers.
Section 7. Terms of Office. The terms of office of the Executive Board members shall commence at their first meeting, which shall immediately follow the Annual Meeting, and shall continue for four years except as provided in Section 10 of this article. The terms of the Executive Board officers shall commence at their first meeting, which shall immediately follow the Annual Meeting, and shall continue for two years except as provided in Sections 6 and 10 of this Article. No individual shall serve more than eight consecutive years on the Executive Board. No person shall serve as USCF President more than four consecutive years.
Section 8. Duties.
President. The President shall preside at all meetings of the membership, Board of Delegates, and Executive Board; carry out all requirements of these Bylaws, represent the Federation officially on occasion, and report annually to the Board of Delegates.
Vice President. The Vice President shall execute the duties of the President when the President is unable to serve and perform such other duties as are assigned by the Executive Board or the President on its behalf.
Vice President of Finance. The Vice President of Finance shall obtain records of the financial affairs of the Federation, report to the Board of Delegates, and counsel and assist the Executive Board on financial affairs.
Secretary. USCF Operations, with the approval of the Secretary, shall engage a stenographic service to attend and record each meeting of the Executive Board. The stenographic service shall be directed to prepare a full official transcript and a summarized official transcript of each Regular and Special Meeting. Members of the Executive Board shall be provided with a copy of the full transcript through the BINFO system, and all Electors shall be provided with a copy of the summarized transcript in a Executive Board Newsletter distributed by the Secretary not more than six weeks after each Regular Meeting of the Executive Board. Transcripts of Special Meetings may be included with and distributed with the transcript of the next Regular Meeting. The Secretary shall review the summarized transcript of each Executive Board meeting and post the summarized transcript of Executive Board meetings, Membership Meetings, and Annual Meetings on the USCF Internet web page. The Secretary shall act as custodian of the corporate seal, preside over Federation elections, ensure that the annual report is filed with the Secretary of State of the state of Illinois, and perform such other duties as are prescribed by these Bylaws. The Secretary shall officially publish and mail and also post on the USCF Internet web page a summary of the minutes of Membership Meetings, Annual Meetings, and Executive Board meetings. USCF members may purchase a copy of the complete transcript of Executive Board meetings at a reasonable cost.
Members at Large. Members-at-Large of the Executive Board 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.
Section 9. Vacancies. If a vacancy shall occur on the Executive Board it shall be filled by special election as described in Section 5 of this Article, except that a vacancy occurring within five months before the next regular Annual Meeting shall be filled by a vote of the Board of Delegates at the next regular Annual Meeting.
Section 10. Removal and Recall. Members of the Executive Board are subject to removal through recall by Petition for Recall.
Petition for Recall. A Petition for Recall bearing the signatures of at least seventy five of the electors may be filed with the USCF Secretary, except that a Petition to Recall the USCF Secretary shall be filed with the USCF President. Upon certification of the petition, timely notice of the recall shall be provided to the Electors by mail and the Executive Board Member who is subject to recall shall have no less than thirty days to communicate his/her views to the Electors. At the end of that period a recall ballot shall be mailed to the Electors providing for its return within 21 days to the Business Office. At the end of that period the ballots shall be opened and tabulated in the presence of three tellers, one appointed by the Executive Board member who is subject to recall, one appointed by the first available signer of a recall question, and one appointed by the other two tellers. If at least 250 ballots are received and at least 2/3 of those voting support recall, the Executive Board Member is recalled.
Article VII: Other Officers ,Appointees, and Committees
Section 1. Officers appointed by the Executive Board. The Executive Board shall appoint an Executive Director and a Publications Director. The Executive Board shall also give approval to the hiring of a chief financial officer (CFO) by the Executive Director.
Section 2. Duties of Appointees. The duties of Officers appointed by the Executive Board, Committee Chairs, and other Executive Board appointees shall be set forth in written memoranda by the Executive Board. Copies of said memoranda shall be added to the minutes for dissemination to the Delegates.
Section 3. Committees. The Board of Delegates shall appoint the following Standing Committees:
1.) Life Member Assets Management; 2.) Bylaws; 3.) Ethics.
The Delegates may appoint any other committees as needed. The Executive Board may appoint such subcommittees of the Board or committees as it deems appropriate.
Section 4. Counsel. Legal Counsel shall be appointed by the Executive Board.
Section 5. Eligibility. None of the National Officers (including members of the Executive Board and Executive Director) shall be officers of other sports organizations recognized by the U.S. Olympic Committee as a national governing body.
Article VIII: Organizational Units.
Section 1. State Chapters. Every state (the District of Columbia being treated as a state for all Federation purposes and Northern and Southern California being treated as separate states for all Federation purposes) shall be entitled to have an affiliate designated as the State Chapter, provided that any state having more than 5000 members may have two state chapters divided along geographical lines. Credentials of affiliates applying for designation as State Chapters submitted before June 1 shall be presented by the Executive Board to the Board of Delegates with recommendations, if any, one month before the next Annual Meeting. Credentials submitted after June 1 shall be presented by the Executive Board to the Board of Delegates one month before the Annual Meeting of the following year.
Section 2. Functions. Each State shall guide the chess activity within the state in a manner that provides representation to all groups of chessplayers within its state. Each State Chapter shall nominate Delegates and Alternate Delegates as provided in Article V Section 4 of these Bylaws. Each State Chapter shall fulfill other responsibilities as the Board of Delegates may from time to time designate.
Section 3. Affiliates. Any organization of chessplayers may affiliate with the Federation upon payment of the fee of $40 per year. Any organization of chessplayers who are exclusively scholastic players may affiliate with the Federation as a Scholastic Affiliate upon payment of the fee of $40 per year. Any organization of chessplayers who are incarcerated in a penal institution may affiliate with the Federation as a Prison Affiliate upon the payment of the fee of $15 per year. Affiliation does not constitute the affiliate as an agent of the USCF for any purpose.
Section 4. Rights and privileges. Each affiliate shall:
(a) receive a subscription to Chess Life, except that scholastic affiliates shall receive a subscription to School Mates;
(b) be entitled to conduct USCF-rated tournaments in accordance with USCF tournament rules;
(c) be privileged to issue Federation memberships per Article III above, to collect and forward to USCF the dues therefrom, and to retain commission thereon at a rate set by the Board of Delegates.
Section 5. Revocation. The Executive Board may, subject to the provisions
of Article III, Section 14, revoke or suspend the affiliation of any affiliate for good cause shown.
Article IX: Sundry Bylaws
Section 1. Authority. These Bylaws have been adopted by the Delegates under the authority of the charter issued to the United States of America Chess Federation by the State of Illinois.
Section 2. Amendment. These Bylaws may be amended by a majority vote of the Delegates present at an Annual or a Special Delegates' meeting except that any proposal not specifically included in the Delegates' advance agenda shall require a 2/3 majority vote to pass.
Section 3. Office. The registered office of the Federation shall be at such address in the State of Illinois as is designated by the Executive Board.
Section 4. International Affairs. The Federation is the official USA unit of FIDE and shall be represented officially in all FIDE affairs by a Permanent Delegate appointed by the Executive Board.
Section 5. Publications. Chess Life, a periodical, or its successor publication, is designated an official publication.
Section 6. Fiscal period. The Fiscal period shall be the year ended May 31.
Section 7. Fund Depositories and Disbursements. All funds, other than Life Member Assets, shall be deposited in one or more federally insured depositories, or other vehicles approved by the Executive Board, disbursable only by withdrawal authorized by two or more of the following: President, Vice President of Finance, Executive Director, and such senior staff as the Executive Board shall designate. The Executive Board may authorize petty cash accounts, whose amounts may not exceed $500.00, and disbursable only by check signed by one of the above, or any two employees approved by the Executive Board.
Section 8. Accountants. Early in each fiscal year the Executive Board shall engage properly qualified independent certified public accountants to review the Federation's accounts in accordance with generally accepted accounting principles. The choice of accountants shall be subject to ratification by the Board of Delegates.
Section 9. Encumbrance.
A. No asset of the Federation may be encumbered without the approval of the Executive Board or Board of Delegates, except as provided in Section 10 below, and any mortgage, loan, or borrowing agreement must be signed by at least two of the following: President, Vice President of Finance, Executive Director. The Life Membership Assets funds may not be used to purchase real estate without approval of the Board of Delegates.
B. The building and land cannot be encumbered, liened, or mortgaged in any fashion without action by the Delegates at a regular meeting or special meeting called for that purpose, except as provided in Section 10 below.
Section 10. Life Member Assets Management.
A. The Life Member Assets Management Committee (LMAC). The LMAC is responsible for managing the Life Member Assets. The LMAC shall consist of the current Treasurer, the Executive Director, a past Treasurer, and two others selected by the Delegates. The LMAC shall choose its own Chair and may appoint other committees to assist it in its work.
B. Borrowing of an aggregate of more than $200,000 at any given time is possible only when:
1. The Executive Director certifies that there is a need for such borrowing.
2. The Executive Board approves of the borrowing.
3. The Life Member Assets Management Committee approves of such borrowing.
4. The total amount of borrowing above $200,000 shall be limited to 40% of the current market values of the Life Member Assets.
5. A report shall be made to the Delegates in the Annual Report describing the funds borrowed and repaid during the past year.
Section 11. Indemnification of Directors and Officers. Each member of the Board of Delegates, national officer (hereinafter "officer"), and employee of the corporation now or hereafter serving as such, shall be indemnified by the corporation against any and all claims and liabilities to which he or she has or shall become subject by reason of serving or having served as such director, officer, or employee or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such a director, officer, or employee; and the corporation shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such liability, provided, however, that indemnification shall be limited to cases in which such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal act or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and provided further, however, that as a member of the Board of Delegates such a person shall only be indemnified for his or her acts or omissions at an Annual or Special Meeting of the Board of Delegates and not for any local or other activities.
To the extent that a director, officer, or employee of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding, or in defense of any action, suit, or proceeding, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
Any indemnification against any and all claims (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, or employee, is proper in the circumstances because he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made (A) by the Board of Delegates by a majority vote of a quorum consisting of directors who were not parties to such action, suit, proceeding, or claim, or (B) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
The right of indemnification herein above provided for shall not be exclusive of any rights to which any director, officer, or employee of the corporation may otherwise be entitled by law, and shall continue as to a person who has ceased to be a director, officer, or employee, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee, or agent of the corporation, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this article.
Section 12. Ratification of Voidable Acts. Any transaction questioned in any suit brought by any member on the grounds of lack of authority, defective or irregular execution, adverse interest of any director, officer, employee, or member, nondisclosure, miscomputation, or the application of improper principles or practices of accounting may be ratified before or after judgment by the Board of Delegates and, if so ratified, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said ratification shall be binding upon the corporation and its members and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.
Section 13. Reliance on Records. Each officer, member of the Board of Delegates, or employee shall in the performance of his or her duties be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent Certified Public Accountant, or by an appraiser selected with reasonable care by the Board of Delegates, or in relying in good faith upon other records of the corporation.
Section 14. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall be used at all meetings of the membership, Board of Delegates, Executive Board, in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules which have been adopted.
Section 15. Eligibility for International Competition. Eligibility criteria for international competition may not be more restrictive than the eligibility criteria established by the internationally recognized Chess Federation.
Section 16. Non-Discrimination. Participation in chess shall be open to athletes, coaches, trainers, team captains, managers, seconds, and analysts without discrimination.
Article X. Transition from Bylaws in effect prior to August 8th, 1998.
The Policy Board as described in the Bylaws in effect prior to August 8th, 1998 shall continue to exist and function until the end of the Delegates Meeting in 1999. The electors for the Executive Board election in 1999 shall be chosen in accordance with selection of the Voting Membership as specified in the Bylaws in effect prior to August 8th, 1998. For the election in 1999, seven Executive Board members shall be elected, the top three vote getters are elected to four year terms, the next four vote getters are elected to two year terms. The Policy Board Member-at-Large elected in 1997 under the old Bylaws shall complete the three year term to which that person was elected by serving as the eighth member of the Executive Board in the final year of that person’s term. The use of a stenographic service to produce an official transcript of Executive Board meetings will not be required until the first meeting of the Executive Board elected in 1999. The Board of Delegates for the Delegates meetings in 1999 and 2000 shall be chosen in accordance with the Bylaws in effect prior to August 8th, 1998. The first election of the Delegates and Alternate Delegates as specified in these Bylaws will take place in the year 2000, and in even numbered years thereafter. Until this election is held and the results certified, all references to ‘Electors’ in these Bylaws shall refer to the Voting Membership as defined in the Bylaws in effect prior to August 8th, 1998. (This refers to Articles V, VI and VII of the previous Bylaws.)
Last modified 09/10/98 Rev 1.0