(Amended 30 May 2011 and 21 February 2015.)
Section 1. Name, Purpose, Location, Corporate Seal, and Fiscal Year
1.1. Name and Purpose. The name and purposes of the corporation shall be as set forth in the articles of organization.
1.2. Location. The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the articles of organization of the corporation. The Executive Board may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
1.3. Corporate Seal. The Executive Board may adopt and alter the seal of the corporation.
1.4. Fiscal Year. The Fiscal Year of the corporation shall, unless otherwise decided by the Executive Board, end on June 30 in each year.
Section 2. Members and Affiliates
2.1 Membership. The Executive Board may define classes of membership, including the
eligibility, voting and other rights, benefits, dues, and obligations pertaining to each such
2.2 Regular Voting Members. There shall be at least one class of voting members for
which all individuals age 18 or over shall be eligible upon payment of the annual dues.
2.3 Life Voting Members. There shall be at least one class of voting members such that
any person who becomes a member of the class shall continue in the class without
further payment of dues or other obligation, for life. Persons admitted as Life Members
as of February 1, 2009 under the previous version of these Bylaws shall be members of
this class without further payment of dues or other obligation.
2.4 Dues, Rights, and Benefits. Dues shall be deemed to have been paid in order to
adhere to the organization and support its purposes, and not as consideration for the
benefits pertaining to a particular class of membership. The particulars of a class of
membership, including dues and benefits, may be modified at any time without
refunding dues previously paid, provided that no membership may be made shorter
than the period for which the dues were paid, and no voting member shall cease to be a
voting member during the period for which his dues have already been paid.
2.5 Membership Meetings. There shall be an Annual Meeting of the voting members, at
a time and place to be determined by the Executive Board. A Special Meeting of the
voting members may be called by the President or the Executive Board, and shall be
called by the President upon a written petition of thirty voting members. Said petition
shall specify the questions to be deliberated, and those questions shall be specified in
the notice of the Special Meeting. A Special Meeting may consider only questions
specified in the notice of the Special Meeting, and questions reasonably arising
2.6 Location and Notice. Annual and Special Meetings of the voting members shall be
held in Massachusetts. Notice thereof shall be sent to all voting members, and shall list
all contracts or transactions of the corporation with interested parties, amendments to
the articles of organization or these by-laws, or other items as required by law, since the
previous Annual meeting. Notice by mail, email, or telephone to the last known postal or
email address, or telephone number, of the member, at least 10 days before the
meeting, shall be deemed reasonable and sufficient.
2.7 Quorum and Voting. At any Annual or Special Meeting of the voting members, thirty
(30) voting members present in person shall constitute a quorum. By majority vote of
the voting members present, whether or not a quorum is present, a meeting may be
adjourned to another place or time not more than two weeks after the first session of the
meeting, and the meeting may be held as adjourned without further notice. Each voting
member shall have one vote. The vote of a majority of voting members present and
voting, a quorum being present, shall decide any question, unless a greater number is
required by law, by these By-laws, or by the Articles of Organization. Proxy voting shall not be permitted.
2.8 Voter Registration. In order to vote in an annual election, voting members must register to vote in a manner specified by the Executive Board. Each voting member may elect to vote either electronically, if electronic voting is available, or by mail ballot.
Section 3. Sponsors, Benefactors, Contributors, Advisors, Friends of the corporation
The Executive Board may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, or friends of the corporation or other such titles as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Board shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
Section 4. Executive Board
4.1. Membership. The Executive Board shall consist of the directors and the executive
officers: president, vice president, treasurer, and clerk.
4.2. Election of Officers and Directors. Annually, by mail or electronic ballot, the MACA
corporate membership shall elect four (4) executive officers and eight (8) directors for a
total of twelve (12) MACA board members. Each registered voting member may vote for
any number of director candidates, up to eight (8).The candidates receiving the most
votes shall be elected. Candidates for director must receive at least ten (10) votes in
order to be elected. The election results shall be announced at the annual meeting. The
newly elected officer and directors shall take office at the end of the first or only session
of the annual meeting, regardless of whether there is a quorum for the meeting.
Candidates may run for an officer and a director position, but if elected as an officer,
then the candidate is not elected as a director.
4.3. Tenure. Each Executive Board member shall hold office until the end of the first or
only session of the next annual meeting of the members and until the member's
successor is elected and qualified, or until the member sooner dies, resigns, is
removed, or becomes disqualified. An Executive Board member shall be suspended
immediately following the lapse of the member's membership in the corporation.
4.4. Powers. The affairs of the corporation shall be managed by the Executive Board
which shall have and may exercise all the powers of the corporation, except those
powers reserved to the members by law, the articles of organization, or these by-laws.
4.5. Committees. The Executive Board may elect or appoint one or more committees
and may delegate to any such committee any or all of their powers. Any committee to
which the powers of the Executive Board are delegated shall consist solely of Executive
Board members. Unless the Executive Board otherwise designates, committees shall
conduct their affairs in the same manner as is provided in these by-laws for the
Executive Board. The members of any committee shall remain in office at the pleasure of the Executive Board.
4.6. Suspension or Removal. An Executive Board member may be suspended or removed
- with or without cause by a vote of two thirds of corporate members present and voting at a special membership meeting called for that purpose, or
- with cause by a vote of two thirds of Executive Board members present and voting, or an absolute majority of Executive Board members, whichever is greater, at a regular or special Executive Board meeting.
- The Executive Board may remove by a simple majority any Executive Board member who has missed four consecutive regular board meetings
- An Executive Board member may be removed by the Executive Board only after reasonable notice and opportunity to be heard.
4.7. Resignation. An Executive Board member may resign by transmitting his or her
written resignation to an executive officer, to a meeting of the members of the Executive
Board, or the corporation at its principal office. Such resignation shall be effective upon
receipt (unless specified to be effective at some other time) and acceptance thereof
shall not be necessary to make it effective unless it so states.
4.8. Vacancies. Any vacancy in the Executive Board may be filled by the members of
the Executive Board. Each member shall hold office for the unexpired term or until the
successor sooner dies, resigns, is removed, or becomes disqualified. The Executive
Board shall have and may exercise all their powers notwithstanding the existence of
one or more vacancies in their number.
4.9. Regular Meetings. Regular meetings of the Executive Board may be held at any
place within Massachusetts and at such times as the Executive Board may determine.
4.10. Special Meetings. Special meetings of the Executive Board may be held at any
place within Massachusetts when called by the president or by five or more Executive
4.11. Call and Notice.
- Regular Meetings. No call or notice shall be required for regular meetings of the Executive Board, provided that reasonable notice
- of the first regular meeting following the determination by the Executive
Board members of the times and places for the regular meetings shall be
given to absent members,
- specifying the purpose of a regular meeting shall be given to each
Executive Board member if either contracts or transactions of the
corporation with interested persons or amendments to these by-laws are
to be considered at the meeting, and
- shall be given as otherwise required by law, the articles of organization, or these by-laws.
- Special Meetings. Reasonable notice of the time and place of special meetings of
the Executive Board shall be given to each Executive Board member. Such
notice need not specify the purpose of a meeting, unless otherwise required by
law, the articles of organization, or these by-laws, or unless there is to be
considered at the meeting
- contracts or transactions of the corporation with interested persons,
- amendments to these by-laws,
- removal or suspension of an Executive Board member.
- Reasonable and Sufficient Notice. Except as otherwise expressly provided, it
shall be reasonable and sufficient notice to an Executive Board member to send
notice by mail or telegram at least ten days before the meeting, addressed to the
member at the member's usual or last known business or residence address or
to give notice to the member in person or by telephone at least ten days before
4.12. Quorum. At any meeting of the Executive Board, five (5) Executive Board
members or a majority of Executive Board members, whichever is smaller, 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.
4.13. Action by Vote. When a quorum is present at any meeting, a majority of the
Executive Board members present and voting shall decide any question, including
election of officers, unless otherwise provided by law, the articles of organization, these
by-laws, or the rules of order.
4.14. Action by Writing. Any action required or permitted to be taken at any meeting of
the Executive Board may be taken without a meeting if all Executive Board members
are given a mail ballot to vote on the matter and the returned ballots are to be filed with
the records of the meetings of the Executive Board. The ballots must be sent by mail or
delivered in person at least ten days before the date of their return, and addressed to
each Executive Board member at the member's usual or last known business or
residence address. At least three days shall be allowed after the postmark date for the
ballots to be returned by mail. Such votes shall be treated for all purposes as a vote at a
meeting, provided at least seven valid ballots, or valid ballots with affirmative votes from
a majority of Executive Board members, are returned.
4.15. Compensation. Executive Board members shall be entitled to receive for their
services such amount, if any, as the Executive Board members may from time to time
determine, which may include expenses of attendance at meetings. Executive Board
members shall not be precluded from serving the corporation in any other capacity and
receiving compensation for any such service.
Section 5. Officers and Agents
5.1. Number and Qualification. The officers of the corporation shall be the four elected
executive officers (President, Vice-President, Treasurer, and Clerk). The executive
board may appoint committee chairs and coordinators as it may determine. The
corporation may also have such agents, if any, as the Executive Board may appoint. An
executive officer, committee member, or coordinator must be a corporate member. If the
Clerk is not a Massachusetts resident the Board must appoint a Massachusetts resident
to be its resident agent. In addition, an executive officer must be a resident of New
England. A person may not hold via annual election more than one executive office at
the same time. If required by the Executive Board, any officer shall give the corporation
a bond for faithful performance of his duties in such amount and with such surety as
shall be satisfactory to the Executive Board. No executive office or committee chair or
coordinator position may be shared by two or more persons.
5.2. Election. The executive officers shall be elected annually by mail or electronic ballot
of the corporate voting membership. The election shall be decided by a plurality of votes
cast for each position. Committee members and coordinators may be appointed by the
Executive Board at any time.
5.3. Tenure. The executive officers shall each hold office until the end of the first or only
session of the annual meeting as described in Section 4.2, and each committee
member or coordinator shall hold office until the first meeting of the Executive Board
following the next annual meeting of the members unless a shorter period shall have
been specified by the terms of the committee member or coordinator's appointment, or
in each case until the officer, committee member or coordinator sooner dies, resigns, is
removed, or becomes disqualified. Each agent shall retain his or her authority at the
pleasure of the Executive Board.
5.4. President. The president shall be the chief executive officer of the corporation and,
subject to the control of the Executive Board, shall have general charge and supervision
of the affairs of the corporation and shall be responsible for the corporation'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 all commissions
except the Elections Commission.
5.5. Vice President. The vice president shall have duties and powers as the Executive
Board shall determine. The vice president shall have and may exercise all the powers
and duties of the president during the absence of the president or in the event of his
inability to act.
5.6. Treasurer. The treasurer shall be the chief financial officer and the chief accounting
officer of the corporation. The treasurer shall be in charge of its financial affairs, funds,
securities, and valuable papers and shall keep full and accurate records thereof. The
treasurer shall have such other duties and powers as designated by the Executive
Board or its president. The treasurer shall also be in charge of its books or account and
accounting records, and of its accounting procedures. The treasurer shall report at the
membership and Executive Board meetings on the financial position of the corporation.
5.7. Clerk. The clerk shall record and maintain records of all proceedings of the
members and Executive Board in a book or a series of books kept for that purpose,
which book or books shall be kept within the Commonwealth at the principal office of the
corporation or at the office of its clerk or resident agent and shall be open at all times to
the inspection of any matter. Such book or books shall also contain records of all
meetings of incorporators and the original, or attested copies, of the articles of
organization and by-laws and names of all Executive Board members and appointed
officers and the address of each. If the clerk is absent from any meeting of the members
or directors, a temporary clerk chosen at the meeting shall exercise the duties of the
clerk at the meeting.
5.8. Suspension or Removal. A committee member or coordinator may be suspended or
removed with or without just cause by vote of a majority of the Executive Board at any
special meeting called for such a purpose or at any regular meeting.
5.9. Resignation. An officer, committee member or coordinator may resign by
transmitting his or her written resignation to an executive officer, to a meeting of the
members or Executive Board, or to the corporation at its principal office. Such
resignation shall be effective upon receipt (unless specified to be effective at some
other time), and acceptance thereof shall not be necessary to make it effective unless it
5.10. Vacancies. If an executive officer position becomes vacant, the members of the
Executive Board may elect a successor. The Executive Board shall appoint the
successor for a committee chair or coordinator vacating his or her office. Each such
successor shall hold office for the unexpired term, and in the case of an executive officer, until this officer's successor is elected and qualified, or in such case until the officer sooner dies, resigns, is removed, or becomes disqualified.
Section 6. Tournaments
6.1. Tournament Organization. The corporation shall run or seek bids for such
tournaments as the Massachusetts Championship and Amateur tournaments and other
such events that the Executive Board shall approve.
6.2. MACA Sponsored Events. A MACA sponsored event shall be approved in format
by the Executive Board and shall have a prize fund guaranteed by the corporation.
6.3. MACA Sanctioned Events. A MACA sanctioned event shall be recognized by the
Executive Board and shall require corporate membership of each participant who
resides within the Commonwealth.
6.4. Massachusetts Championship. The corporation shall annually sponsor or sanction
the Massachusetts Championship to determine the Commonwealth's chess champion
for the following year.
Section 7. Annual Election Procedures
Elections Commission. The Elections Commission shall conduct the annual mail ballot election of executive officers and directors.
- a. Composition. A three member Elections Commission and its chairperson shall be named by the Executive Board by the first day of November. Members of the Elections Commission shall not be candidates for any of the executive offices.
- b. Duties. Duties of the Elections Commission shall include the solicitation and/or
receipt of nominations and candidate statements, the obtaining of an official roll
of voting members from the membership secretary, the design and preparation of
the ballot and instructions, the security and mailing of the ballots, the
specification of the mail ballot return date, the receipt, custody and counting of
completed ballots, and the announcement of results. Votes can be cast electronically provided that corporate members without Internet access can vote by mail ballot.
7.2. Nominations. Nominations for all offices and directors shall be submitted to the
Chairperson of the Elections Commission by the 15th of February. All nominees must
be corporate members, and the length of the nominee's membership must include the
entire term of office for which the nominee is a candidate. The elections commissioner
shall notify nominees within seven (7) days of the close of nominations if their
membership does not meet this requirement. The nominee will resolve membership
issues within fifteen (15) days of notification by the election commissioner. Any nominee
not meeting this requirement will not be listed on the ballot. Voters in the election may
vote for candidates who are not on the ballot by writing in the names of those
candidates. Successful write-in candidates must resolve any membership issues within
fifteen (15) days of notification of their election.
7.3 Voter Registration Deadline. Only voting members of record as of the last day of
February who have registered to vote by that date are eligible to vote in that year’s
annual election. The deadlines for electronic and mailed ballots may be extended by a
majority vote of the Executive Board.
7.4. Ballots. Ballots may include issues for which the opinion of the membership is
sought or issues which the membership must decide, including ratification of by-laws
changes made by the Executive Board. The Elections Commission shall specify the
ballot return date which shall be no more than seven days prior to the annual meeting.
7.5. Announcement of the Results. The Elections Commission shall announce the
election results at the annual meeting. Tie votes for executive officers and directors
shall be broken by a vote of the incoming Executive Board at its first scheduled meeting
Section 8. Execution of Papers.
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, checks, drafts, and other obligations made, accepted or endorsed by the
corporation shall be signed by the president or by the treasurer. Any recordable
instrument, purporting to affect an interest in real estate, executed in the name of the
corporation by two of its officers, of whom one is the president or the vice president and
the other is the treasurer or clerk, shall be binding on the corporation in favor of a
purchaser or other relying in good faith on such instrument notwithstanding any
inconsistent provisions of the articles of organization, by-laws, resolution, or votes of the
Section 9. Personal Liability.
The members, directors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other
entities extending credit to, contracting with, or having claim against the corporation,
may look only to the funds and property of the corporation 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 the corporation.
Section 10. Rules of Order.
The current edition of Robert's Rules of Order, Newly Revised, shall be the rules of order at all meetings of the membership and Executive Board and its committees with
the following addition: no actions taken by the Executive Board at one meeting and
confirmed in the subsequent meeting may be subject to a motion to rescind until a new
Executive Board takes office.
Section 11. Amendments
These by-laws may be altered, amended, or repealed in whole or in part by a two-thirds
vote of those voting of the Executive Board except with respect to any provision thereof
which by law, the articles of organization or these by-laws requires action by the
members, and provided that reasonable notice has been given.
11.1. Amendment Action by the Membership. These by-laws may also be amended by
a two-thirds vote at any membership meeting provided such amendments are submitted
to the clerk at least ninety days before the membership meeting.
1.2. Ratification and Limitations of Revisions to By-Laws.
- Amending the Articles of Organization. Chapter 180 Commonwealth of
Massachusetts, covering non-profit corporations, provides that any amendment
affecting the substance of the articles of organization requires two-thirds approval
of the membership voting at a membership meeting. All proposed amendments
to the articles of organization must be made available to the voting membership
in the notice for the related membership meeting.
- b. Repealing By-Law changes. All by-law changes made by the Executive Board
and yet to be considered by the membership shall be made available to the
membership by the mailed or electronic ballot described in subsection 7.4, by
which means the membership may repeal one or more of the changes by a
- c. By-Laws Changes. All by-laws changes made by the Executive Board shall be voted at least ninety (90) days prior to the next regularly scheduled membership meeting.