About Us
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be *Foothills Chess
Club*.
Section 2: The *Foothills Chess Club *is organized exclusively for
charitable and educational purposes, more specifically to provide
assistance and support for Catalina Foothills Chess Club players.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall consist only of the members of the board
of directors.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting
shall be set by the Board of Directors who shall also set the time
and
place.
Section 2: Special Meetings. Special meetings may be called by the
President or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each
voting member not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible
for overall policy and direction of the Council, and delegate’s
responsibility for day-to-day operations to the Council Director and
committees. The Board shall have up to five and not fewer than three
members. The board receives no compensation other than reimbursable
expenses.
Section 2: Meetings. The Board shall meet at least annually, at an
agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of
current directors to a second term will occur as the first item of
business at the annual meeting of the corporation. Directors will be
elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve one year terms, but
are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent
of
the Board members before business can be transacted or motions made
or
passed.
Section 6: Notice. An official Board meeting requires that each Board
member have written notice two weeks in advance.
Section 7. Officers and Duties. There shall be four officers of the
Board consisting of a President, Vice-President, Secretary and
Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall
preside or arrange for other members of the executive committee to
preside at each meeting in the following order: Vice-President,
Secretary and Treasurer.
The Vice-President will chair committees on special subjects as
designated by the board.
The Secretary shall be responsible for keeping records of Board
actions, including overseeing the taking of minutes at all board
meetings, sending out meeting announcements, distributing copies of
minutes and the agenda to each Board members, and assuring that
corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer
shall chair the finance committee, assist in the preparation of the
budget, help develop fundraising plans, and make financial
information
available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations
for new members may be received from present Board members by the
Secretary two weeks in advance of a Board meeting. These nominations
shall be sent out to Board members with the regular Board meeting
announcement, to be voted upon at the next Board meeting. These
vacancies will be filled only to the end of the particular Board
member's term.
Section 9: Resignation, Termination and Absences. Resignation from
the
Board must be in writing and received by the Secretary. A Board
member
may be dropped for excess absences from the Board if s/he has three
unexcused absences from Board meetings in a year. A Board member may
be removed for other reasons by a three-fourths vote of the remaining
directors.
Section 10: Special Meetings. Special meetings of the Board shall be
called upon the request of the President or one-third of the Board.
Notices of special meetings shall be sent out by the Secretary to
each
Board member postmarked two weeks in advance.
Section 11: The *Foothills Chess Club *may open a checking account at
any FDIC Bank for the purpose of receiving and dispersing funds for
the purpose of the organization. Withdrawals may be made with the
signature of any two members of the board.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as
fundraising, etc. The Board President appoints all committee chairs.
Section 2: The four officers serve as the members of the Executive
Committee. Except for the power to amend the Bylaws, the Executive
Committee shall have all of the powers and authority of the Board of
Directors in the intervals between meetings of the Board of
Directors,
subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance
Committee, which includes two other Board members. The Finance
Committee is responsible for developing and reviewing fiscal
procedures, a fundraising plan, and annual budget with staff and
other
Board members. The Board must approve the budget, and all
expenditures
must be within the budget. Any major change in the budget must be
approved by the Board or the Executive Committee. The fiscal year
shall be the calendar year. Annual reports are required to be
submitted to the Board showing income, expenditures and pending
income. The financial records of the organization are public
information and shall be made available to the membership, Board
members and the public.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds
majority of the Board of Directors. Proposed amendments must be
submitted to the Secretary to be sent out with regular Board
announcements.
These Articles were approved at a meeting of the Board of Directors
of
the *Foothills Chess Club* on February 1, 2005.
Robby Adamson, President
Erwin DeSa, Vice-President
Satheesh Aradhyula, Secretary
Roger Brownell, Treasurer