Bylaws - 64 Square Chess Fund

64 Square Chess Fund Bylaws

Article I. Objectives

The 64 Square Chess Fund (hereinafter referred to as the Corporation) is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The specific purposes of the Corporation is to:

Provide financial assistance (awards/scholarships) to students who have exhibited chess skill and sportsmanship as they commence and/or continue their secondary education
Provide financial assistance (stipends) to students who have exhibited chess skill and sportsmanship as they participate in national or international tournaments
Encourage the promotion of students’ skills through writing and presentation of chess games and tournament they have participated in
Foster a growing community of chess participation for those in need

The Corporation shall not be conducted or operated for profit and no part of the net earnings of the Corporation shall inure to the benefit of any individual, nor shall any of the profits or assets of the Corporation be used other than for the purposes of the Corporation.

Article II. Offices

Section 1. The principal office of the Corporation shall be located in Cedar Falls, Iowa. The Corporation may have other offices within the state or region as the Board of Board members (hereinafter referred to as [“Board”]) may designate.

Section 2. The Registered office of the 64 Square Chess Fund required by the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, to be maintained in the State of Iowa, in Black Hawk County, unless changed by the Board.

Article III. Board of Board members

Section 1: General Powers

The business and affairs of property and funds shall be managed by the Board. The Board 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. Any delegation of said authority shall maintain a documented written record of said delegation.

In accepting gifts, bequests and devises, it is the intention that the Board 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 the Corporation 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 a President, Secretary, Treasurer, and Scholarship Committee Members. The President, Secretary, and Treasurer shall each position shall serve three (3) year terms. Scholarship Committee members shall serve in 1 year terms. Elections shall occur at annual meetings.

Section 3: Regular Meetings

The meeting schedule shall be determined by the current Board.

Section 4: Special Meetings

Special meetings of the Board may be called by or at the request of the Board. The person(s) authorized to call special meetings of the Board may fix any place, or any time so long as it is posted and communicated at least 14 calendar days prior to the special meeting.

Section 5: Notice

Notice of special meeting shall be given at least 14 calendar days prior to the date of the special meeting. “Notice Given” applies to email, voice messages, text, or other forms of written communication. In-Person communication is considered too vague and would not be a valid form of “Notice Given”.

Section 6: Quorum

A simple majority of the Board – including at least 2 of the following positions – President, Treasurer, and Secretary – shall constitute a quorum for the translation of business at any meeting of the Board. If less than a simple majority is present at a meeting, the meeting may be adjourned without further notice.

Section 7: Vacancies

Any vacancy occurring in the Board shall be filled at the next annual election. In the meantime, an interim replacement may be appointed by a simple majority of the remaining Board members with the President acting as a tie breaking vote.

If no nominee is available, the position may be left empty. This position would thereby be excluded from quorum and majority counts until the position is filled.

Section 8: Informal Action by Board Members

Any action required to be taken outside of a meeting by a Board member may be taken without a meeting if the action falls within the responsibility of the Board member’s role.

Section 9: Resignation and Removal

Any Board member may resign at any time by serving written notice to the remaining Board members.

A Board member may also be terminated from their position by actions unbecoming of the Corporation or the lack of attendance to three or more consecutive scheduled Board Meetings. A Removal Resolution may be passed on a Board member with a two-thirds majority by the remaining Board members.

Section 10: Compensation

Board members shall serve without compensation, except reasonable expenses may be paid. It is to the judgement of the Board what “reasonable expenses” are allowed.

The Corporation may retain services of a Board member outside of their capacity as a Board member and render for services as the Board deems appropriate.

Section 11: Implementations

The Board retains the authority to implement motions or alterations to these Bylaws so long as written communication is delivered to stakeholders of the Corporation.

Article IV. Officers

Section 1: Officers and Terms of Office

The Corporation shall have a President, Treasurer, and Secretary who shall hold their positions for three (3) years. The Corporation shall also have Scholarship Committee members who hold their position for one (1) year. Each member shall hold office until his or her successor shall have been appointed or until 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.

Section 3: President

The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall supervise and control all of the business and affairs of the Corporation. They shall, when present, preside at all meetings of the Board. They may sign, with the Secretary or any other proper officer of the Corporation, 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 other Board members or by these Bylaws to some other office or agent of the Corporation, 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:

Keep minutes of meetings of the Board. These notes will be shared at the conclusion of meetings for the general public to see (primarily on the Corporation’s website)
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law
Be custodian of the Corporate records
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;

Section 5: Treasurer

The Treasurer shall:

Have custody, maintain records, and be responsible for all funds, property, and conditional donations of the Corporation
Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws
Compile, maintain, and distribute annually a report of the activities of the Corporation, including a statement of receipts and expenditures to the Board and stakeholders at the annual meeting
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 them by the Board.

Section 6: Scholarship Committee

The Scholarship Committee shall:

Be assigned to and create specific scholarships/awards as it pertains to the organization, promotion, and requirements for which the scholarships/awards shall be earned
Be tasked with the review of submissions and selection of winners for the scholarships/awards
Be tasked with being present for the presentation of the scholarships/awards
Be tasked with fulfilling obligations (within their capacity) from third parties if specific scholarships/awards require external support.

The President, Treasurer, and/or Secretary may be a part of a Scholarship Committee. This does not increase the total number of Board members.

An individual may be assigned to be on more than one scholarship/award in their role in the Scholarship Committee. This does not increase the total number of Board members.

The Board reserves the right to add or remove Scholarship Committee Board members based on the needs of the Corporation. This will occur at annual meetings unless a special meeting is called.

Section 7: Resignation

Any Board member may resign at any time by serving written notice to the remaining Board members. The resignation shall take effect upon receipt or at any later time specified.

The Board does not need to accept the resignation to make it effective.

Section 7: Removal

Any officer may be removed by the Board whenever it is in the best judgement and interest of the Corporation. Any Board member shall automatically be removed if the individual holding the subject office is no longer a member of the Association due said removal.

A Removal Resolution may be passed with a two-thirds majority of the remaining Board members.

Section 8: Salaries

To the extent deemed necessary by the Corporation, the Corporation 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.

Article V. Contracts, Loans, Checks, and Deposits

Section 1: Contracts

The Board may authorize any Board member(s) or agent(s), to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 2: Loans

No loans shall be contracted on behalf of the Corporation. Any evidence of indebtedness shall be issued to a Board member(s) in its name unless authorized by a resolution of the Board.

Such authority may be general or confined to specific instances.

The Corporation shall make no loan to any officer or director of the Corporation.

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, President, or other officer(s), or agent(s) of the Corporation with the authority to do so.

All checks, drafts, etc shall be reported to the Treasurer.

Section 4: Deposits

All funds of the Corporation not otherwise allocated shall be deposited in a bank, trust company, or other depository location in the name of the Corporation.

Article VI. Waiver of Notice

Whenever any notice is required to be given to any member or Board member of the Corporation, under the provisions of the Articles of Incorporation or under the provisions of the Iowa Nonprofit Corporation Act, said notice must be given in writing.

Article VII. Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July in each year and end on the last day of June the following year.

Article VIII. Seal

The Corporation shall not have a corporate seal.

Article IX. Amendments

Section 1: Amendments by Stakeholders

Amendments of Bylaws from stakeholders of the Corporation must be delivered to the President at least seven calendar days prior to the annual meeting, or submitted to the Board for conducting a special meeting. The President is responsible for delivering the amendment proposal to the remaining members of the Board.

Section 2: Amendments by the Board

Amendments to Bylaws from Board members must be delivered to all members of the Board at least 7 calendar days prior to the annual meeting. If the Amendment requires a special meeting, it must be posted at least 30 calendar days before the date of the special meeting.

Section 3: Voting on Amendments to the Bylaws

The Board reserves the right to vote on Amendments by:

Allowing members of the Board to vote on the proposed amendment
Allowing members of the Board and stakeholders who are present at the Annual Meeting or Special Meeting to vote on the proposed amendment

Amendments may be passed by a simple majority with the President acting as the tie breaking vote.

Article X. Committees of the Board Members

The Board may establish and appoint special committees as deemed desirable for the Corporation.

A 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), the special committee shall be discharged.

The Scholarship Committee is not considered a special committee.

Members of Committees may include members outside of The Board.

Members of Committees are subject to appointment approval by the Board by a simple majority with the President acting as the tie breaking vote.

Any meeting held by Committee members pertaining to their task(s) must record and deliver meeting notes to the Board within 48 hours after the conclusion of the meeting.

Article XI. Annual Membership Meeting

Section 1: Overview

The annual meeting of the Corporation must be posted in a visible location for all stakeholders at least 30 calendar days prior to the annual meeting.

Section 2: Over of Business

The order of business at the Annual Meeting shall contain:

A summary of the activity of the prior year
The President’s Report
The Treasurer’s Report
Construction of Scholarship Committees (if necessary)
Election of new Board members
Unfinished / New Business (including Amendments)

Section 3: Elections

Elections shall be held by voice vote.

If the voice vote appears contested or lacking in the appearance of unanimousness (at the discretion of the Board or stakeholders), a secret paper ballot will be created and the results from the paper ballot shall be official. The Treasurer and one non-Board member (if available) will be tasked with counting the paper ballot votes).

In the event of a tie, the President will cast the deciding vote.

The Board reserves the right to add Board members and create additional Scholarship/ Award Committees

Article XII. Scholarship Committee and Awards Policy

Section 1: Creation of the Award

Members of the Scholarship Committee are responsible for creating the terms of an award including:

The name of the award
The requirements of the award to be judged upon
- Including but not limited to: the content of the award, any length requirements, the date, time, and location of where the in-person award ceremony will occur, and others as the Committee sees fit
The required method of submission
The award amounts
- including but not limited to: dollar amounts, plaques/medals, and number of awards
The start and end date of the award

When the above criteria is met, the award draft is sent to the Board for approval.

If the award draft receives a two-thirds majority approval from the Board, the award is considered approved.

If the award draft receives less than two-thirds majority, the award draft returns to the committee to be reworked.

Any active award must be posted on the Corporation’s website.

Section 2: Judging of the Awards

Once the end date of the award has passed, the judging process can begin. No judging of applications shall occur prior to the end date.

The Scholarship Committee in charge of the award is given the authority to judge all applications for their award.

The winner(s) of the award must be delivered to the Board no more than 21 calendar days following the end date of the submission.

The Board has 7 calendar days to acknowledge the award winner delivery and voice any objections.

Extensions may be requested from the Scholarship Committee or by the Board if that deadline does not seem feasible.

If the Board does not acknowledge the award winner delivery message from the Scholarship Committee, the winner is considered approved.

If the Board raises any objections, the Scholarship Committee has 2 options:

Reevaluate the winner(s) of the award and select a new winner(s) or;
Ignore the Board’s objection and proceed with the award process

The award winner(s) must be informed via email, phone/text, and/or physical mail by the Scholarship Committee no more than 30 calendar days following the end date of the award including next steps.

All non-winner(s) must be informed no more than 30 calendar days following the end date of the award that they did not win the award.

All winner(s) will be presented their award in-person. At least 1 Scholarship Committee member must be present to deliver the award to the winner(s).

Section 3: Conflict of Interest

To remain as impartial as possible, descendants or direct relatives of the Scholarship Committee are excluded from participating and receiving the awards.

Example: a father is on a committee for judging an award. His daughter is excluded from participating in any award that her father is a judge on.

To remain as impartial as possible, direct and active students of the Scholarship Committee members are excluded from participating and receiving the awards. ‘Direct and active’ refers to any student who has or is receiving coaching from the Scholarship Committee member within the last 365 calendar days of the end date of the award.

Example: a chess coach is on a committee for judging an award. A student who worked with the coach 6 months ago from the end date of the award is excluded from participating in any award that their coach is a judge on.

Section 4: Inability to Deliver the Award

“Inability to Deliver” shall be enacted when the following conditions are met:

The award winner has been unable to be contacted for 30 calendar days by email
The award winner has been unable to be contacted for 30 calendar days by phone/text
The award winner has been unable to be contacted for 30 calendar days by postal mail
The award winner has been unable to be contacted for 30 calendar days by interpersonal communication that was recorded and passed along to the Scholarship Committee
The award winner was mailed a check with the award amount, but they have not cashed the check for more than 60 calendar days
The award winner has indicated they no longer desire the award

If an award is unable to be delivered – the Scholarship Committee retains the right to decide on one of three courses of action:

Determine the award as non-deliverable and all funds remain within the Corporation for a future award
1. Example: One person applied and won an award but did not claim it. Since there are no backups, the funds are retained in the Corporation
Deliver the award to the next individual who would have won
1. Example: The winner of the prize did not collect their award, instead, the funds are delivered to whomever is the next in line for the award (i.e. a runner-up)
In the circumstance of multiple individuals receiving the award, splitting the undelivered prize amongst the other winners
1. Example: Three awards are distributed. One award went undelivered. The undelivered rewards are split between the two other award winners.

Article XIII. Dissolution

In the event of the Corportation’s dissolution, dissolvency, winding down, or otherwise ceasing operations, all funds shall be distributed:

As a return of funds to Board members up to their donated amount
As a return of donations to individuals who are not on the Board up to their donated amount
As a donation to organization(s) that the Board deliberates on and believes could most likely benefit from the remaining funds

Article VIX. Publications

All announcements for the Corporation including meeting notes, awards, amendments, and Board member changes shall be on the Corporation’s website.