Article I. Membership
- Anyone interested in chess shall be eligible for membership. There
shall be six (6) classes of members:
- Regular members (18 to 64 years) shall pay dues as
established by the Board of Directors and shall be eligible to register
to vote at membership meetings and to hold all Club offices after one
year of membership.
- Affiliate members (Members of a Registered
Affiliate Club) shall pay dues as established by the Board of Directors
and shall be eligible to register to vote at membership meetings and to
hold all Club offices after one year of membership.
- Senior members (65 years and older) shall pay dues
as established by the Board of Directors and shall be eligible to
register to vote at membership meetings and to hold all Club offices
after one year of membership.
- Junior members (under 18 years) shall pay dues as
established by the Board of Directors and shall be eligible to register
to vote at membership meetings and to hold any Club offices other than
President, Vice President or Treasurer after one year of
membership.
- Honorary members shall be any distinguished person
the Board of Directors deem beneficial to the association, and votes
said individual into membership by a majority vote, at any Board
Meeting. Honorary Membership is the highest honor that may be bestowed
by the Pittsburgh Chess Club. Honorary members shall have all the rights
and benefits of an individual member, except that they shall not be
eligible to hold any Club Office. Honorary members shall pay no dues.
Honorary membership shall have no fixed duration, but shall be
terminated if the Honorary Member is suspended or expelled in accordance
with Article I, Section 2 of these by-laws. An Honorary Member whose
membership is suspended in accordance with Article 1, Section 2 of these
by-laws shall not be reinstated to Honorary Membership after their
suspension is lifted unless they are again nominated and approved for
Honorary Membership in accordance with Article 1, Section 3 of these
by-laws, but they may apply for membership under a different class of
membership.
- Associate members shall pay dues as established by
the Board of Directors but shall not be eligible to vote at membership
meetings or to hold any Club offices. Qualification for Associate
membership shall be determined by the Board of Directors.
- Application for membership shall be subject to approval by majority
vote of the Board of Directors. In addition, the Board shall have the
power to censure, suspend or expel any member for conduct unacceptable
to the Club, but such action may be taken only by a two-thirds (2/3)
vote of the entire Board.
- Nominations for Honorary Membership.
- Any member of the Pittsburgh Chess Club may nominate an individual
for Honorary Membership.
- Any individual is eligible for Honorary Membership unless they have
been expelled from membership in the Pittsburgh Chess Club or their club
membership is suspended at the time of nomination.
- The process of nominating and approving Honorary Members shall be
described in the Policies and Procedures document.
- The term “enfranchised member” as used in these By-Laws shall denote
all members aged sixteen (16) years of age or older in categories
Regular, Affiliate, Senior, Junior and Honorary of Section A of this
Article who are not currently suspended from membership.
- Voting Members
- Responsibility. The Voting Members are responsible
for electing the Board of Directors. Information regarding nominees and
voting instructions shall be provided to all enfranchised members and on
the Club website.
- Definition. Members with memberships of less than
one year duration at their start are not eligible to become voting
members. All other PCC enfranchised members are entitled to register as
voting members. All Board of Directors are voting members.
- Registration. Eligible members who are not already
registered as Voting Members must register with the Membership Committee
by October 15th to be eligible to vote in that year’s regular election.
The exception to this eligibility are the Board of Directors, who are
automatically registered as Voting Members. There is no registration
fee. Once registered, a member’s status as a Voting Member continues as
long as he or she is a member. When a membership lapses, Voting Member
status ceases and the member must, after rejoining, again register by
October 15th to be eligible to vote in that year’s regular
election.
- Membership Requirement. In order to vote in a
regular election, registered Voting Members must be Club members on
October 15th of the election year, for the entire day Eastern Time, and
Voting Members memberships must be paid up in full. The Club will
consider all dues postmarked October 8th as paid in full.
- Special Elections. The eligibility dates for voting
in an election shall be part of the call for the special election and
should use cutoff dates equivalent to the above based on when the
ballots are expected to be received by the voting members.
- Nomination Deadlines. The registration deadline for
those not already registered shall be the same as the deadline for the
submission of nominating petitions.
- Electronic Voting. Should the PCC implement an
electronic voting system as an alternative to using paper ballot or
verbal vote, voting members will only be entitled to vote using the
electronic voting system unless they request a paper ballot by writing
to the Membership Committee prior to October 8th for a regular election
or the equivalent cutoff date for a special election.
- Membership Data.
- A Membership Registry (aka. Registry) shall be defined as any data
source which can retain details about each Club member, including: name,
contact details, membership status, membership expiration date,status of
dues payment, and transactions.
- New and renewing memberships shall be recorded into the Registry
within at least (1) month of application acceptance.
- Access to the Registry shall be controlled, it’s privacy
safe-guarded, and it’s availability ensured by the Club Officers.
- The Club shall maintain a Privacy Policy.
- Membership Notifications.
- A Membership Notification is a message from the Board of Directors,
a Membership Director, or Membership Committee to one or more
enfranchised members. The message type can vary between(depending on
contact details available): email, U.S. Postal mail, phone call, SMS
text message, or announcement on the Club Website
- Notifications shall be sent to individual enfranchised members
whenever any of the following criteria is met (that applies):
- New or renewing membership application has been accepted
- Membership expiration is within 30-days
- Membership expiration date has passed
- Membership Reporting.
- The status of Club Memberships shall be reported at every Board of
Directors meeting. Specifically, the status shall include at minimum:
- Count of active members, categorized by membership type
- Count of new/renewed memberships in last 30-days
- Count of memberships that expired in the last 30 days
- Count of memberships expiring in the next 30 days
- Club Officers shall have capabilities of generating the following
reports on demand:
- All membership details
- Membership mailing addresses
- Names of current members
- Names of current members with payment issues
- Names and expiration dates of lapsed memberships
- Transaction history for each member, including:
- Date(s) when a member’s application was received
- Date(s) when a member’s application was accepted
- Date(s) when En Passants were sent to the member
- Date(s) when acceptance notifications were sent to the member
- Date(s) when 30-day expiration warning notifications were sent to
the member
- Date(s) when expiration notifications were sent to the member
- Last date of any notification sent to the member
Article II. Administration
- Administration of the Club and its activities shall be vested in an
elected Board of Directors composed of nine (9) Club members eligible by
the provisions of Article I.
- The Board of Directors shall elect from its membership immediately
following the annual membership meeting, and at other times in the event
of a vacancy, a President, Vice President, Secretary and Treasurer, who
are eligible by the provisions of Article I and who shall perform the
duties ordinarily incident to their respective offices. The President
shall serve as Chairman of the Board and Chief Executive Officer of the
Club.
- As an essential factor in maintaining its nonprofit status, it is
the policy of the Club to prevent conflicts of interest in the operation
and management of its activities and programs.
- On all matters in which a board member or his/her family have a
financial interest the affected board member shall abstain from
voting.
- The President shall, with Board of Directors approval, appoint from
the Club membership, including Directors, such other officials as are
required to implement the program of the Club. These officials include
the General Manager, authorized to set opening and closing hours and
security procedures, and to make routine expenditures, as specified in
the Policies and Procedures document.
- Regular meetings of the Board of Directors shall be scheduled every
month. At any such meeting, a majority of the current membership of the
Board shall constitute a quorum. If there is less than quorum in
attendance, then a majority of those members in attendance may vote to
adjourn the meeting and reschedule (1) or (2) weeks later.
- During the interim, the officers and the General Manager shall be
empowered to conduct Club business. Expenditures may be made, subject to
limitations as described in the Policies and Procedures document. A
special meeting of the Board may be convened by the President, after
giving notice to all members of the Board. At such a meeting a
two-thirds of the Board constitutes a quorum. A special meeting may be
conducted by telephone or by e-mail with the consent of all members
wishing to attend. Actions taken at a special meeting shall be in effect
unless reversed at a future regular meeting of the Board of Directors.
Such actions shall be communicated to the entire membership of the Board
of Directors in a timely manner.
- Motions may also be brought to the Board by e-mail, provided that
the entire Board is notified of the motion and has reasonable
opportunity to discuss the motion prior to the vote. Any motion voted
upon by e-mail must have its results recorded in the minutes of the
prior Board meeting.
- Vacancies on the Board of Directors shall be filled by a majority
vote of the entire remaining Board until the next annual election of
Directors, at which time the remainder of any unexpired term shall be
filled according to the provisions of Article IV.
- Members of the Board of Directors are expected to keep their club
membership current. If the PCC membership of any Board member lapses by
more than 90 days, with the member having been sent at least two renewal
notices, then his or her position on the Board shall be revoked.
- Any Director who fails to fulfill the duties of his office may be
removed by a three-fourths (3/4) vote of the entire Board.
- Proxy voting shall be permitted for any decision of the Board
requiring a vote of the entire Board.
- The “entire Board” as the term is used in these By-Laws shall be
comprised by all elected members currently sitting on the Board. Any
unfilled seats are not counted as part of the “entire Board”.
- Automatic Resignation. Any Director or Executive
who fails to attend (3) consecutive regular meetings of the Board of
Directors meetings or who fails to attend (6) total regular meetings of
the Board of Directors meetings within any twelve month period, without
just cause, shall be deemed to have automatically resigned as a
director, provided that the automatic resignation may be waived by
resolution adopted by a majority vote of the remaining directors with
the written consent of the resigned director, in which event said
director shall remain on the Board. The resignation becomes effective
(7) days after the last missed meeting.
- Sabbatical. Any member of the Board of Directors or
Committee may request a period of less than (3) months where they are
excused from their duties and attendance. Approval must be voted by the
entire board. Board members on sabbatical leave will not be counted for
the purpose of determining the minimum number of members needed for a
quorum.
Article III. Membership
Meetings
- The President shall call an annual membership meeting for conduct of
Club business on any date during October, to be held at the Club
quarters or via Web Conference. In addition, upon the affirmative vote
of a majority of the entire Board of Directors, the President shall call
such special membership meetings as may be required.
- At least fourteen (14) days before the date selected for the annual
or any special membership meeting, the Secretary shall mail to each
enfranchised member a notice and agenda for that meeting. Alternatively,
provided that the fourteen (14) day advance notice requirement is met,
publication of such notice and agenda in the Club newsletter shall
suffice.
- At any membership meeting, fifteen (15) percent of the current
enfranchised members who are eligible to register to vote shall
constitute a quorum.
- Membership meetings shall be conducted in accordance with Robert’s
Rules of Order.
Article IV. Elections
- Directors shall be elected at the annual membership meeting for a
term of three (3) years in such a way that the terms of one-third (1/3)
of the Directors shall expire each year.
- Nominations for membership on the Board of Directors shall be made
by a Nominating Committee of at least three (#) Club members appointed
by the President and chaired by a Director whose term does not expire
during the current year. This committee shall, by August 15, report its
slate of nominees in writing to the President. In addition, any
enfranchised member who is eligible to register to vote may be nominated
as a candidate. Nominating petitions must be submitted on or before
October 1st of that year’s election.
- The Secretary shall include, with the notice and agenda of the
annual membership meeting, the slate of candidates named by the
Nominating Committee.
Article V. Amendments
- Amendments to these By-Laws may be made by a two-thirds (2/3) vote
of the entire Board of Directors, provided notice of intent to amend is
given to the Club membership, either by mail or by posting on the Club
bulletin board, at least twenty-one (21) days in advance of the Board of
Directors meeting at which the amendment is to be voted upon. Any Club
member shall have the right to attend such a meeting and to speak for or
against such a proposed amendment.
Article VI.
Policies and Procedures Document
- There shall be a document called the “Policies and Procedures”,
maintained by the Board of Directors, and made available to all members.
This document shall set forth, in once place, the relevant sections of
the Constitution and Bylaws, the policy and procedures set by the Board
of Directors for nominations and elections, and the policy and
procedures set by the Board of Directors for spending not explicitly
authorized by the Board. Modifications to the document may be made by a
majority vote of a duly constituted quorum of the Board of
Directors.
Article VII. En Passant
- The Club shall publish a magazine, newsletter, or journal by the
name of “En Passant” with a frequency no less than (4) times total
within the calendar year. The En Passant shall:
- Be managed by the Board of Directors, an elected Managing Editor,
and/or a committee
- Have regular reviews by the Board of Directors, a Managing Editor,
and/or a committee.
- Have it’s status reported at every Board of Directors meeting.
Specifically, the status shall include at minimum:
- Number of pages in draft
- Number of articles in draft
- Number of authors with submitted articles
- Presentation of a draft copy
- Identification of any obstacles which could prevent timely
publication
- The Minutes shall reflect all status to record progress and any
obstacles
Article VIII. Conflicts of
Interest
- For purposes of this provision, the term “interest” shall include
personal interest, interest as director, officer, or beneficiary of any
concern and having an immediate family member who holds such an interest
in any concern. The term “concern” shall mean any corporation,
association, trust, partnership, limited liability entity, firm, person
or other entity other than the Club.
- Duty of Loyalty: A director or officer of the Club
must discharge their duties in a manner they reasonably believe to be in
or not opposed to the best interests of the Club.
- No director or officer of the organization shall be disqualified
from holding any office in the Club by reason of any interest in any
concern. A director or officer of the Club shall not be disqualified
from dealing, either as vendor,purchaser or otherwise, or contracting or
entering into any other transaction with the organization or with any
entity of which the organization is an affiliate. No transaction or
operation of the Club shall be voidable by reason of the fact that any
director or officer of the organization has an interest in the concern
with which such transaction is entered into, provided:
- The interest of such officer or director is fully disclosed to the
board of directors.
- Such transaction is duly approved by the board of directors not so
interested or connected as being in the best interests of the Club.
- Payments to the interested officer or director are reasonable and do
not exceed fair market value.
- No interested officer or director may vote or lobby on the matter or
be counted in determining the existence of a quorum at the meeting at
which such transaction may be authorized.
- The minutes of meetings at which such votes are taken shall record
such disclosure, abstention, and rationale for approval.