Iowa State Chess Association
Iowa Chess Bylaws Explained
ARTICLE I. OBJECTIVES
The Iowa State Chess Association corporation (hereinafter, called [“Corporation’’] “Iowa Chess”) will conduct its activities to promote the purposes for which it was organized as set forth in the Articles of Incorporation, which may be included herewith. No part of its net earnings shall inure to the benefit of or be distributable to its directors, officers or other private persons, except that it shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects set forth in the Articles of Incorporation. No substantial part of the activities of Iowa Chess shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws, it shall not carry on any activities not permitted to be carried on:
a)by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or
b)by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE II. OFFICES
Section 1. [changed from 2.1 …etc. throughout] Principal Offices. The principal office of Iowa Chess in the State of Iowa shall be located in the City of Des Moines, County of Polk. The Corporation may have such other offices within the State of Iowa as the Board may designate or as the business of Iowa Chess may require from time to time.
Section 2. Registered Office. The registered office of Iowa Chess, required by the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, to be maintained in the State of Iowa may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of property and funds shall be managed by its Board of Directors (hereinafter called the “Board”). The Board [of Directors; changed throughout] shall have sole authority to establish methods of contributions, or to provide for any other restrictions, qualifications, or levels relating to contributions which it in its sole discretion deems necessary, subject to applicable legal requirements.
In accepting gifts, bequests and devises, it is the intention that the directors will manage the affairs in such a manner so as to comply with the meaning of the terms and limitations of the Articles of Incorporation and these Bylaws so that such actions will not jeopardize the federal income tax exemption of Iowa Chess pursuant to the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1986 as now in force or as may be amended.
Section 2. Number, Tenure, and Qualifications. The Board shall consist of the President, Secretary, Treasurer, and four at Large Directors[revised from the wording of the 1995 published copy. One change to take notice is “at large member” to “at Large Director’], each officer serving three year terms, and each at large member shall serve two years commencing with his or her appointment or until his or her successor shall have been appointed and qualified. At Large Directors shall be elected at the annual membership meeting with half the Director terms expiring each year. [Not more than two at large members shall be elected from the same Congressional District unless there are no other candidates; this is one of the very few additions compared with the 1995, and it first appeared in the 1997 retyped version by Nash. I have not found any corresponding amendment in the En Passant issues]. [There is also a rather peculiar Section 2a appearing first in the 1997 retyped version. This appears out of place. More on this later]
Section 3. Regular Meetings. A regular meeting of the Board shall be held without other notice than this Bylaw immediately after [this is also present in the 1997 retyped version, but somehow got deleted later on. This is probably the most important difference between the version retyped by Nash and the copy I received from Wes early this year], and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place, [either] within [or without] the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the President or a majority of the directors. The person or persons authorized to call special meetings of the Board may fix any place, [either] within [or without] the State of Iowa, as the place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting shall be given at least 14 days previously thereto by written notice delivered personally or mailed[my suggestion would be to add “or e-mailed” here, or to add “E-mail notices are permissible” as a separate sentence. “Personal communication”, however is too vague and would not be legal] to each director at his or her personal or business address. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon paid. Any director may waive notice of such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as other provided in these Bylaws, neither the business to be transacted at, nor the purpose of any regular meeting or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice. [Here in the 1997 retyped version, it says: “the Board shall have the Secretary record minutes regarding matters that should be on the agenda of the next meeting and then adjourn.” However, I have not found a corresponding amendment in the EP. I am also not sure what it ads to what is already said.]
Section 7. Vacancies. Any vacancy occurring in the Board and, to the extent permitted by law, any directorship to be filled by reason of an increase in the number of directors may be filled by election [this wording, legally speaking, is very confusing to say the least. I recommend to amend this to reach; “by appointment confirmed’] by a majority of the then sitting Directors of Iowa Chess. A director so elected shall serve the unexpired term of his or her predecessor in office or the full term of such new directorship, as the case may be, subject to confirmation by the members at the next annual meeting.
Section 8. Presumption of Assent. A director of Iowa Chess who is present at a meeting of the Board at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of Iowa Chess immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 9. Informal Action by Directors. Any Action required to be taken at a meeting of the directors, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. For purposes hereof, facsimile signatures shall be adequate to show consent.
Section 10. Resignation and Removal. Any director may at any time resign by serving written notice thereof on the remaining directors. Membership on the Board may also be terminated by passage of a removal resolution of the Board after any director has missed more than three [I recommend that we amend this to read “three or more”] consecutive Board meetings.
Section 11. Compensation. Directors shall serve without compensation, except reasonable expenses may be paid. However, to the extent deemed necessary by Iowa Chess, Iowa Chess may retain the services of a director other than in his or her capacity as a director, and the director may be compensated for services so rendered as the Board may from time to time deem appropriate.
Section 12. Implementation. The Board shall implement the motions approved by the members at the annual meeting.
ARTICLE IV. OFFICERS
Section 1. Officers’ Election and Term of Office. [This entire section is missing from the 1997 retyped version] The officers of Iowa Chess shall be a President, a Secretary, and a Treasurer. They shall be elected at the annual meeting of the membership, serve three year terms, and the term of one officer shall expire each year. The initial tern of President shall expire in 1997, the Secretary in 1996, and the Treasurer in 1998. Each officer shall hold office until his or her successor shall have been duly appointed and shall have qualified or until his or her death or resignation. Not more than two officers shall be elected from the same Congressional District unless there are no other candidates for the office. [This addition, compared with 1995 published version, occurred during the passage of the Bylaws. Somehow, this got modified and applied to the election of the at Large Directors in the 1997 retyped version]
Section 2. Vacancies. [This section is also missing from the 1997 retyped version] A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in accordance with the provisions of these Bylaws with respect to the original appointment to such office.
Section 3. President. The President shall be the principal executive officer of Iowa Chess and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of Iowa Chess. He or she shall, when present, preside at all meetings of the Board. He or she may sign, with the Secretary or any other proper officer of Iowa Chess thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorize to be executed, except in cases where the signing and execution thereof shall be expressly designated by the Board or by these Bylaws to some other office or agent of Iowa Chess, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
Section 4. Secretary. The Secretary shall:
a)keep minutes of the Board of Directors’meetings in one or more books provided for that purpose;
b)see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
c)be custodian of the corporate records;
d)keep a register of the post office address or each member which shall be furnished to the Secretary by such member; [and]
e)in general perform all duties incident to office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board;
send a list of Iowa Chess Champions to US Chess every year, and maintain a historic list of champions for periodic inclusion in publications; and
prepare a ballot for election of officers, directors and others, for publication and use at meetings, as directed by the Board.
Section 5. Treasurer. The Treasurer shall:
a)have charge and custody of and be responsible for all funds and property of Iowa Chess;
b)receive and give receipts for moneys due and payable to Iowa Chess from any source whatsoever, and deposit all such moneys in the name of Iowa Chess in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws;
c)compile and distribute annually to each director a report of the activities of the Corporation, including a statement of receipts and expenditures; and
d)in general, perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors. The Treasurer may be required to give a bond at the expense of Iowa Chess for faithful discharge of his or her duties in such sum and with such surety as the Board shall determine.
Section 6. Resignation. [Sections 6 through 9 are all missing from the 1997 retyped version] Any officer may at any time resign by serving written notice thereof on the Board. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and, unless otherwise specified therein, acceptance thereof shall not be necessary to make it effective.
Section 7. Removal. Any officer may be removed by the Board whenever in its judgment the best interests of Iowa Chess will be served thereby. Any officer shall automatically be removed if the individual holding the subject office is no longer a member of the Association due to death, resignation, or removal.
Section 8. Salaries. To the extent deemed necessary by Iowa Chess, Iowa Chess may retain the services of the President, Secretary, and Treasurer other than in their capacity as such officers and they be compensated for services so rendered as the Board may from time to time deem appropriate.
Section 9. Sitting Officers. Incumbent officers, upon approval of the Bylaws, shall continue in office for the terms for which they were elected.[Notice that this was put in the New Bylaws so that the sitting officers continue in office after passage of the revised Bylaws. Legally speaking, this could only apply to similar situations, and otherwise does not mean much]
ARTICLE V. AT LARGE DIRECTORS [changed from at-large Members]
Section 1. At Large Directors’ Election and Term of Office. [As I have pointed out before, the only section that survived the 1997 retyping under this entire article was section 3, and it did so without a title.] In addition to the officers, the Board shall include four At Large Directors, to be elected at the annual meeting of the membership, who will each serve two year terms, with half of the terms expiring each year. Each At Large Director shall hold office until his or her successor shall have been duly appointed and shall have qualified or until his or her death or resignation.
Section 2. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in accordance with the provisions of these Bylaws with respect to the original appointment to such office.
Section 3. Duties. At Large Directors shall assist the officers in the conduct of the Association’s business and may be assigned further duties as the Board sees fit. One director shall be elected President Pro-tem at the annual meeting of the Board. [I have discussed this in some length during our e-mail communications on the subject. Legally speaking, this means that members should “elect” the President Pro-tem. To clarify the language a little bit, I recommend that we amend this to read as: “the annual meeting of the members” instead of the “Board.” Alternatively, we could amend “elected” to “appointed by a majority of the Board” or “appointed by the President as President Pro-tem at the annual meeting of the Board, subject to confirmation by the Board.” I favor the elected version, but I know that both of the other two versions were in fact practiced in the past.]
Section 4. Resignation. Any At Large Director may at any time resign by serving written notice thereof on the Board. Such resignation shall take effect upon receipt thereof or any later time specified therein; and, unless otherwise specified therein, acceptance thereof shall not be necessary to make it effective.
Section 5. Removal. Any At Large Director may be removed by the Board whenever in its judgment the best interests of Iowa Chess will be served thereby. Any At Large Director shall be automatically be removed if the individual holding the subject office is no longer a member of the Association due to death, resignation, or removal.
Section 6. Salaries. To the extend deemed necessary by Iowa Chess, Iowa Chess may retain the services of an At Large Director other than in their capacity as such member, and they may be compensated for services so rendered as the Board may from time to time deem appropriate.
Section 7. Sitting Officers. Incumbent At Large Directors, upon approval of the Bylaws, shall continue in office for the terms for which they were elected. [Once again, see my explanation earlier]
ARTICLE VI. INDEMNIFICATION [This article got rearranged and re-sectioned. However, you will notice that instead of the “Board” and “Iowa Chess,” “Board of Directors” and “the Corporation” are used respectively throughout. I am not certain, but some of this may be because of a legal restriction on the wording of this section of the Bylaws. I need to check this out further.]
Section 1. Performance and Indemnification. People who perform services on behalf of Iowa Chess are advised that they should act in good faith and in a manner which they believe to be in or not opposed to the best interests of Iowa Chess and have reasonable cause to believe that their conduct is lawful. This will maintain their integrity and that of Iowa Chess, and minimize the possibility of being sued for alleged wrong doing. The financial structure of Iowa Chess probably limits its indemnification to making statements that may be considered to justify the action of people who perform the services.
Section 2. Indemnification. Further Provisions. The Board shall consider the applications in the following sections to be informed about what the law might require and make members aware of the extent to which Iowa Chess might become financial responsible. These applications may not be in effect unless authorized by the members, or required by court action.
Section 3. Indemnification Application 1. Except for any prohibition against indemnification specifically set forth in these Bylaws or in Chapter 505A, Code of Iowa, at the time indemnification is sought by any member, director, officer, employee, volunteer or agent of the Corporation, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a member, director, officer, employee, volunteer, or agent of the Corporation as a member, director, officer, employee, or agent of another Corporation, partnership, joint venture, trust or other enterprise (such serving as a member, director, officer, employee or agent of the Corporation or at the request of the Corporation or at the request of the Corporation referred herein as “serving on behalf of or at the Corporation’s request”), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if 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. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which 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 reasonable cause to believe that his or her conduct was unlawful.
Section 4. Indemnification Application 2. If a member, director, officer, employee, volunteer or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 3, 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 in connection therewith. Any other indemnification (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific case upon determination that the indemnification of such person is proper because he or she has met the applicable standard of conduct set forth in Section 1; such determination shall be made:
a)by the Board of Directors by a majority vote of a quorum consisting of directors not parties to such action, suit or proceedings; or
b)in a written opinion by special independent counsel selected by the Board of Directors by a majority vote of a quorum consisting of directors not parties to such action, suit, or proceedings; or
c)if the requisite quorum of the full Board of Directors cannot be obtained through disinterested directors, in written opinion by special independent legal counsel selected by a majority vote of the full Board of Directors in which directors who are parties may participate.
Expenses incurred by defending a civil or criminal action, suit or proceeding as authorized in the manner provided in this Section upon receipt of an undertaking by or on behalf of such person that such person believes in good faith that he or she has met the applicable standard of conduct set forth in Section 3 and that such person will repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified as authorized herein. The indemnification and advancement of expenses provided herein shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of Article of Incorporation or Bylaws, any agreement, any vote of members or disinterested directors, or otherwise, both as to actions in the person’s official capacity entitling the person to indemnification and advancement of expenses under these provisions and as to actions in other capacities concurrently held by those seeking indemnification and advancement of expenses. However, no person shall be provided indemnification by any provision of the Articles of Incorporation or Bylaws, by any agreement, or otherwise, for any breach of a duty of loyalty to the Corporation of its members, for any act of omission not in good faith or which involves intentional misconduct or knowing violation of the law, or for any transaction from which the person derives an improper personal benefit. The indemnification provided herein shall continue as to a person who has ceased to be a member, director, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors, personal representatives and administrators of such a person. The members may give the Board power to purchase and maintain insurance on behalf of any person who is or was serving on behalf of or at the Corporation’s request against any liability asserted against him and incurred by him 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 thereof.
ARTICLE VII. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Iowa Chess and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of Iowa Chess and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. Iowa Chess shall make no loan to any officer or director of Iowa Chess.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of Iowa Chess, shall be signed by the Treasurer or such other officer of officers, agent or agents of Iowa Chess and in such manner as shall from time to time be determined by resolution of the Board.
Section 4. Deposits. All funds of Iowa Chess not otherwise employed shall be deposited from time to time to the credit of Iowa Chess in such banks, trust companies or other depositories as the Board may select.
ARTICLE VIII. WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director of Iowa Chess under the provisions of the Articles of Incorporation or under the provisions of the Iowa Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. For purposes thereof, facsimile signatures shall be adequate to show consent for such waiver.
ARTICLE IX. FISCAL YEAR
The fiscal year of Iowa Chess shall begin on the first day of April in each year and end on the last day of March in the following year.
ARTICLE X. SEAL
Iowa Chess shall not have a corporate seal.
ARTICLE XI. AMENDMENTS
Section 1. Amendments by Members. These bylaws may be amended by the members at an annual meeting. Amendments must be presented in writing to the President or Secretary at least one day prior to the meeting. Members shall also vote on temporary amendments made by the Board since the last meeting. [I recommend that this get amended to “the last annual meeting”] A majority, plus one, is required for approval.[Should we allow absentee and e-mail voting?]
Section 2. Amendments by the Board. These bylaws may be temporarily amended by a majority vote of all the members of the Board at any regular or special meeting of the Board provided that a minimum of fourteen (14) days notice in writing, or the character of the proposed amendment, is given to all members of the Board. The President or Secretary shall submit the proposed and/or approved amendment(s) to the Editor for inclusion in the next issue of the association’s publication.
ARTICLE XII. COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. General. The President, with the Board’s concurrence, may establish and appoint, or provide for the election of, standing and special committees as shall be deemed desirable for the endeavors of Iowa Chess, including Auditing, Bylaws, Scholastic, and Tournament Arrangement. A standing or special committee shall limit its activities to the accomplishment of those tasks for which it was appointed and shall have no powers, except those specifically conferred by action of the Board. Upon the completion of the task(s) assigned to any special committee, the special committee shall be discharged.
Section 2. Committee Membership. Persons who are not directors or officers of Iowa Chess may be appointed or elected to serve on standing or special committees. All standing or special committee members shall serve at the pleasure of the Board. The Board shall review, and appoint or provide for the election of, persons to membership on all standing and special committees at the Board’s annual meeting.
Section 3. Reports. Except as otherwise provided in the Board’s resolution approving the establishment and appointment of a standing or special committee, all committees shall maintain written minutes of their meetings which shall be available to the Board. Each committee shall report in writing to the Board as necessary and shall, at a minimum, submit a written report of the committee’s activities to the Board prior to the annual meeting of the members.
Section 4. Meetings. All committees shall meet at such time and place as designated by the chairperson [this was intended as politically correct, but it is incorrect language, I recommend changing it to “chairman” instead. In case of a female President, she should be addressed as “madam chairman”] of the committee and as often as necessary to accomplish their duties.
ARTICLES XIII. MEMBERSHIP
Section 1. Membership. Any person may become a member of Iowa Chess upon payment of the dues as established by the Board. Any chess organization may become an affiliate upon payment or the dues as established by the Board.
The Board may establish a dues structure that provides junior and senior memberships at a reduced rate.
Section 2. Benefits. Each individual member who resides within the State of Iowa shall have one vote on motions and the election of members to all elective offices and committees.
The Board shall establish a policy for the use of absentee balloting.
A member may not vote on the purchase or sale of property unless he/she has attained the voting age prescribed by the State of Iowa for such matters.
New members may be excluded from voting on motions and elections if a motion to that effect is passed by a majority of those who have been members for at least one year. [The above two amendments were approved in 1997]
Each member shall receive the Iowa Chess newsletter during their membership and any other benefits established by the Bylaws.
Each member shall receive a membership card signed by the Secretary or other member of the Board after payment of the required dues.
ARTICLE XIV. ANNUAL MEMBERSHIP MEETING
Section 1. Annual Membership Meeting. An annual meeting of the Iowa Chess membership shall be held at the time and place of the primary Iowa State Championship chess tournament. Written notice of the place, date, and time of the meeting shall be given to all members at least 10 days prior to the meeting. Publication in the Iowa Chess newsletter or magazine satisfies the notice requirement. If mailed, the notice shall be deemed delivered when deposited in the United States mail at the member’s address as it appears in the records of the association with postage paid.
Section 2. Quorum. Fifteen members, and a majority of the Board, shall constitute a quorum. [This was amended and approved in 1997]
Section 3. Order of Business. The order of business at the annual membership meeting shall be:
2.Minutes of the prior meeting.
3.President’s Report (including input from committees).
5.Election of Officers and At Large Directors.
6.Election or Appointment of other positions, which may include delegates, voting members, and alternates to the United States Chess Federation.
Section 4. Elections. The order for elections at the annual membership meeting shall be Officers, At Large Directors, and any other positions in the order specified by the Board.
Nominations for all elected positions may be made from the membership at the meeting. Nominations may also be made, in writing, to the Secretary at least 7 days before the annual meeting. Discussion shall be permitted before the vote on any position.
All elections to the Board shall be by secret ballot, unless a motion to allow a voice vote is passed by a unanimous vote. All other elections shall be by show of hands unless the membership votes otherwise. A majority of the votes cast shall be required for election. A member of the Board, selected by the President, and at least two other members of Iowa Chess, one selected by each candidate, shall tally the results and report the winner. If no candidate has a majority, the members shall vote again to decide between the two candidates receiving the most votes. If this results in a tie, the election shall be determined by a coin toss by the President.
Sundry Provisions. Parliamentary rules of order approved by the Board shall apply. [I recommend that we amend this to: “Parliamentary Authority. The rules outlined in the current edition of Robert’s Rules of Order Newly Revised shall be used at all membership and Board meetings unless they are inconsistent with these Bylaws and/or any special rules which have been adopted by Iowa Chess.” In fact, I believe that this should be added as a separate Article.]
ARTICLE XV. TOURNAMENT PROGRAM POLICY
Section 1. Sponsored Tournaments. Iowa Chess shall sponsor, or co-sponsor, the following State Championship tournaments and award titles to the Champions:
State Class Championships
State Junior Championship
State Senior (over age 55) Championship
State High School Team and Individual Championships.
The Iowa State High School Team and Individual Championships may be separate or combined events.
Iowa Chess may sponsor any or all of the following if, in the judgment of the Board there are sufficient players to warrant them:
State Team Championship
State Elementary School Championships
State Junior High School or Middle School Championships
State Women’s Championship
State Speed Chess Championship.
Section 2. Tournament Requirements. Membership in Iowa Chess shall be required as a condition for awarding all titles, except for Scholastic titles exempted by the Board. The Board shall approve the conditions of all Championship tournaments, including dates, sites, directors, number of rounds, time limits, and limits on division into sections.
Section 3. State Championship. The State Championship tournament shall be a round robin consisting of six players, including the defending champion. This provision shall not apply if there are co-champions, or if the defending champion does not play in at least two Qualifiers. The other players shall be those that earned the most points in Iowa Qualifying Tournaments held in the period from May 1 until March 31 of the year in which the Championship is played. At least 75% of the prize fund, including the cost of trophies, is to come from contributions from the prize funds of the Qualifying tournaments.
Section 4. Iowa Qualifying Tournaments. The Board shall approve standards for Iowa Qualifying Tournaments and annually designate these tournaments. The Board shall also determine the contribution required of sponsors of Qualifying Tournaments for the State Championship prize fund.
Section 5. Iowa Open Tournament. Iowa Chess shall annually organize and sponsor the Iowa Open over [I was told by some members of the previous Board, including Steve Young, that this was amended to read “around the Labor Day weekend” but I could not find it in the EP. I like the amendment, as we had better attendance at the Iowa Open this year] the Labor Day weekend. The Board shall set the specific conditions of the tournament, which should be viewed as the premier open tournament of Iowa Chess. The Board should seek to draw players from outside Iowa and maximize entry by members of Iowa Chess in the tournament.
Section 6. Other Tournaments. Iowa Chess may sponsor, with the approval of the Board, other tournaments within the State of Iowa that promote the purposes for which it was organized as set forth in the Articles of Incorporation. Tournaments sponsored by Iowa Chess shall, to the extent possible, be financially self-supporting.
Section 7. Tournament Clearinghouse. The Board shall appoint a United State Chess Federation Clearinghouse representative to help tournament sponsors arrange non-conflicting dates for its tournaments.
Section 8. Tournament Directors. The Board shall employ one or more Tournament Directors to conduct its tournaments in accordance with the Rules of Chess of the United States Chess Federation. The sponsoring of tournaments is a primary function of Iowa Chess, and the Board encourages [I recommend this gets amended to read “shall encourage” instead] the development of Certified Tournament Directors.
ARTICLE XVI. PUBLICATIONS
Section 1. Official Publication. The official publication of Iowa Chess shall be the “Iowa Chess En Passant.” It shall be published regularly. The Board shall annually establish the number of issues and publication schedule for the publication.
Section 2. Editor and Publisher. The Board shall appoint an editor for its official publication. The editor shall prepare the official publication subject to the printing cost and other guidelines established by the Board. He [to be consistent with the rest of the document, I believe that we should modify this and what follows to accommodate both sexes.] shall deliver copy to the publisher chosen by him or the Board, and arrange to have it mailed. The editor may be removed at any time by a majority vote of the Board of Directors.
ARTICLE XVII. AFFILIATES
Section 1. Membership. Any organized chess club may become an affiliate of Iowa Chess upon payment of the applicable dues.
Section 2. Benefits. An affiliate is entitled to have published notices of its tournaments in the official publication without charge, provided it submits notices and results in a timely manner. An affiliate is also eligible to sponsor a Championship [I recommend that we change this to a plural, as it has been actually the case] Qualifying Tournament in accordance with conditions specified by the Board.
PREAMBLE / ADDENDUM
Research indicates that the Iowa State Chess Association was organized in 1899. The post-World War II Constitution and Bylaws were authored by Sylvio J Scorza of Orange City, and adopted in April 1970. These were replaced with a version prepared by a committee of Michael Coveyou and Ronald Nurmi of Des Moines, John Osness of Waterloo, and Jack Suchy of Davenport, appointed by the President Carl Dunn of Burlington. The publication of them in “Iowa Chess En Passant” was found to be incomplete, so Ronald Nurmi and John Osness prepared an undated version in 1990 that was adopted in 1991. George Eichhorn, assisted by President Randy Bauer, both of Des Moines, obtained approval of Iowa Nonprofit Articles of Incorporation in 1995. George[Eichhorn] personally donated all the legal work involved in preparing them. [the document] They then proposed to convert the “Constitution and Bylaws” to “Articles of Incorporation and new Bylaws”. Ronald Nurmi and John Osness then volunteered as collaborators. Those Bylaws were revised, and then submitted and approved at a special meeting of the membership held at the Iowa Open in September of 1995. [Following a couple of hard-drive crashes, the electronic copy of the new Bylaws was temporarily lost in 1996. In April of 1997, John Nash, then the editor of the En Passant, reproduced another electronic copy by retyping from a hard copy provided to him by President Bauer. In September of 2003, during a disciplinary procedure, following up on a note from the En Passant Editor, Mark Capron of Iowa City, President Mehrdad Pedram of Iowa City discovered that certain sections of the new Bylaws, approved in 1995, were not reproduced accurately in the 1997 retyped version. While searching the archives of the Hawkeye Chess Club of the University of Iowa, President Pedram recovered both a hard copy and an electronic copy of the approved 1995 Bylaws. These copies were used as the basis for reconstruction of a complete copy of the Bylaws with the help of the archived issues of the En Passant. This reconstructed copy was approved at the annual membership meeting in April of 2005. Alternatively, like in 1995, we could announce a special meeting for this.]