Bylaws

Abbreviated version of HCC bylaws to provide an overview of the club’s operations, leaving out the boring parts.  A full version may be had by contacting the Secretary: Don Maddox. 

BYLAWS HUNTSVILLE CHESS CLUB

SECTION I

PURPOSE, OFFICES, FISCAL YEAR, REQUIREMENTS AND PROHIBITIONS

1.02.      Purpose. . . . The HCC shall promote adult and scholastic chess competition within the State of Alabama, the study of chess for educational purposes, and broaden and develop chess participation as a significant element of cultural life in Huntsville and Madison County Alabama. The HCC shall cooperate with chess clubs, schools, and other groups and institutions throughout Madison County Alabama in teaching chess, conducting chess tournaments and the general promotion of chess. The HCC shall be affiliated with the United States Chess Federation.  None of its funds may be used in any attempt to influence legislation.

1.05.      Fiscal Year.  The fiscal year of the HCC shall be October 1 through September 30.

1.06.      Undistributed Income.  The HCC shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code (hereinafter the “Code”) or the corresponding provision of any subsequent federal tax law.

SECTION II

MEMBERS

2.01.    Membership and Affiliation. Any person may become a Member upon payment of the annual dues specified below. A person desiring to become a Member agrees to abide by the By-Laws and other rules and regulations adopted by the HCC.  There shall be two classes of membership.

(a)    Regular Membership.  Any individual 19 years of age or older may become a Regular Member upon payment of $10 annual dues.

(b)    Scholastic Membership.  Any individual 19 years of age or older (the “designated parent or guardian”) may purchase a Scholastic Membership on behalf of any specified individual who is below the age of nineteen (19) years, and for whom they are a parent or guardian.  Scholastic Membership dues shall be $5.

2.02.      Length of Membership.   All Memberships expire in the next calendar year on the last day of the month in which the Member joined. No membership may be sold, transferred, bequested, gifted or otherwise transferred.

2.03.      Privileges of HCC Membership.  A member shall be permitted to compete in any event held by the HCC, subject to rules and regulations as may govern the event.  The member’s membership must be valid throughout the entire event.

2.04.      Annual Meeting. The President shall call an annual meeting of the Membership, held in the month of September at the regular meeting site, for the purposes of hearing reports, electing and installing new Officers, and considering other HCC business.

2.05.      Regular Meetings.  Regular meetings of the members, usually on a weekly basis, shall be held at such times and places within Madison County, Alabama, as the Members or Executive Board may determine.

2.06.      Special Meetings.  Special meetings of the Members may be held at any time and at any place within Madison County, Alabama. Upon petition of seven (7) Members of the HCC, the President shall call a special meeting of the Membership for the reason stated on the petition.  The meeting shall be only for discussion and/or resolution of the issue(s) stated in the petitioned.

2.07.      Required Notice of Meetings. The Secretary shall give the Members advance notice of each Annual and Special meeting by email to the HCC group email list, not less than one week prior to the meeting. The notice shall include an agenda. Business transacted at Special meetings will be limited to only those items noted on the agenda for that meeting.

2.08.        Quorum.  At any meeting of the Members, one (1) Officer plus two (2) Voting Members who are not Officers present in person shall constitute a quorum.  Any meeting may be adjourned to such date or dates, not to exceed three (3) days after the first session of the meeting, by a majority of the votes cast on the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.09.        Action by Vote.  A Voting Member is either a Regular Member or the designated parent or guardian of a Scholastic Member.  Each Voting Member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by Voting Members present in person shall decide the question, including election to any office, unless otherwise provided by the By‑Laws or the rules of order.

SECTION III

SPONSORS, BENEFACTORS, CONTRIBUTORS, AND ADVISORS

3.01.        Honorary Designations.  The Executive Board or the Membership‑at‑large may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, or such other title as they deem appropriate.  After due recognition, these persons shall become Honorary Members.

SECTION IV

EXECUTIVE BOARD

4.01.        Executive Board Members.  The Executive Board shall consist of the Executive Officers plus two Members-at-large. Each must be a Regular Member or designated parent or guardian of a Scholastic Member of the HCC at the time of their election and throughout their term of office.  The Executive Board may also be known or referred to as the “Board of Directors.”

4.02       Tenure.  Executive Board members will serve staggered terms of three years, or until such Executive Board member dies, resigns, is removed, or becomes disqualified. All five Executive Board members will be elected in 2011 for full or partial terms. In 2012, 2015, 2018, etc. elections will be held for Secretary. In 2013, 2016, 2019, etc. elections will be held for Treasurer and Second Member-At-Large. In 2014, 2017, 2020, etc. elections will be held for President and First Member-At-Large.   Each individual elected to be an Executive Officer is by the same vote elected to serve on the HCC’s Executive Board.  The expiration of term of office for the Executive Board shall coincide with end of HCC’s fiscal year.

4.11.        Quorum.  At any meeting of the Executive Board including an Officer, a total of three (3) Executive Board Members (including the Officer) shall constitute a quorum.  Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present.

4.12.        Action by Vote.  When a quorum is present at any meeting, a majority of the Executive Board Members present and voting shall decide any matter before the Board unless otherwise provided for in these By‑Laws.

4.13.        Action by Consent.  Any action required or permitted to be taken at any meeting of the Executive Board may also be taken by the unanimous written consent of the Executive Board.  Such action by consent shall have the same effect as action by vote, without requirement of a meeting.  For the purposes of Action by Consent, e-mail assent shall constitute written consent

SECTION V

OFFICERS

5.01.        Number and Qualification.  The Officers of the HCC shall be Executive Officers:

President, Secretary, and Treasurer.  Each must be a Regular Member or designated parent or guardian of a Scholastic Member of the HCC at the time of their election and throughout their term of office.

5.02.        Election.  The Executive Officers shall be elected as Offices are vacated at an Annual membership meeting, by a majority of those voting.  The election shall be by voice vote.

5.03.        President.  The President shall be the Chief Executive Officer of the HCC and, subject to control of the Executive Board, shall have general charge and supervision of the affairs of the HCC and shall be responsible for the HCC’s general welfare.  The President shall preside at all meetings of the Members and at all Executive Board meetings, except as the Members or the Executive Board otherwise determine.  The President shall be an ex‑officio member of all committees and commissions

5.04.        Secretary.  The Secretary shall be in charge of the HCC’s valuable papers and shall keep full and accurate records thereof.  The Secretary may have other powers and duties as designated by the Executive Board or the President.  The Secretary shall record and maintain records of all proceedings of membership-at-large meetings and Executive Board meetings in a book or series of books kept for that purpose, which book or books shall be kept within the State of Alabama at the principle office of the HCC or its registered agent.

Should the HCC incorporate in the State of Alabama, then this section also includes the following paragraphs:

Such book or books shall also contain records of all meetings of incorporation, and the original or attested copies of the Articles of Organization and the names of all Executive Board members and appointed officers and the addresses of each.   If the Secretary is absent from any meeting of the membership or Executive Board, a temporary acting secretary chosen at the meeting shall exercise the duties of the Secretary for that meeting

The residence or office of the Secretary shall be the principal place of business of the HCC; normally, the Registered Office of the HCC will be at that location also.  Therefore, the Secretary must be a resident of the State of Alabama or maintain an office within the State of Alabama.

5.05.        Treasurer.  The Treasurer shall be the chief financial officer and the chief accounting

officer of the HCC.  The Treasurer shall be in charge of the HCC’s financial affairs, funds, and securities and shall keep full and accurate records thereof.  The Treasurer may have other powers and duties as designated by the Executive Board or the President.  The Treasurer shall also be in charge of the HCC’s books of accounts and accounting records, and of its accounting procedures.  The Treasurer shall report on the financial condition of the HCC at membership and Executive Board meetings.

SECTION VI

ANNUAL ELECTION PROCEDURES

6.01.      Nominations.  Nominations for all Executive Officers and Executive Board  Members

may be submitted only by a Regular Member or designated parent or guardian of a Scholastic Member.  Nominees must be current Members of the HCC.

6.02.      Announcement of Results.  The Secretary shall announce the results of the voting immediately upon completion of the voting.

6.03.      Multiple Officeholders.   In any election of Officers, the Executive Board or Membership may elect or appoint a single person to both offices Secretary and Treasurer simultaneously.  Executive Officers shall be Members of the Executive Board of the HCC.  However, any individual holding multiple positions as an Executive Officer shall have only one position on the Executive Board.

SECTION VII

EXECUTION OF PAPERS

7.01.      Authorization to Bind the HCC.  Except as the Executive Board may generally or in

particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, drafts, and other obligations made, accepted or endorsed by the HCC must be signed by the President and by the Secretary.   Checks may be signed by either the President or Treasurer.  Any recordable instrument purporting to effect an interest in real estate shall require execution in the name of HCC signed by the President and by the Secretary.

SECTION VIII

PERSONAL LIABILITY

8.01.      Personal Liability.  The Members, Executive Board Members and Officers of the HCC shall not be personally liable for any debt, liability, or obligation of the HCC.  All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the HCC may look only to the funds and property of the HCC 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 HCC.

SECTION IX

9.01  Rules of Order.  Robert’s Rules of Order, as revised from time to time, shall be the rules of order at all meetings of the Membership and Executive Board and its committees.

SECTION X

AMENDMENTS

10.01.    Amendment to Bylaws by the Executive Board.  These Bylaws may be altered, amended or repealed in whole or in part by a two‑thirds vote of those present and voting of the Executive Board except with respect to any provision thereof which by law, the Articles of Incorporation, or these Bylaws requires action by the Members, and providing that reasonable notice has been given.

10.02.  Amendment to Bylaws by the Membership.  These Bylaws may also be amended by a two‑thirds vote at any membership meeting provided such proposed amendments are submitted in writing to the Secretary at least 90 days before the membership meeting.  Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting by the Secretary within the time and in the manner provided in these Bylaws for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two‑thirds of the votes entitled to be cast by members present at such meeting.