Ocean State Chess Association is the Official R.I. State Affiliate of the United States Chess Federation
AMENDED AND RESTATED BYLAWS OF OCEAN STATE CHESS ASSOCIATION
(EFFECTIVE AS OF JULY 26, 2024)
ARTICLE I: NAME
Section 1.1: The name of the non-profit corporation is the Ocean State Chess Association (OSCA).
ARTICLE II: PURPOSE
Section 2.1: The sole purpose of the Ocean State Chess Association (OSCA) is to organize, promote, and develop chess and chess tournaments within the State of Rhode Island.
Section 2.2: Fulfilling the OSCA Mission
OSCA may engage in various activities to fulfill its mission, including but not limited to:
- Organizing and hosting chess tournaments of diverse formats and skill levels, catering to players of all ages and abilities.
- Promoting chess through outreach programs, public events, and collaboration with other organizations.
- Developing educational resources and initiatives to enhance chess knowledge and skills within the community.
- Supporting chess programs in schools and other settings, contributing to the growth and accessibility of chess education in Rhode Island.
- Establishing and maintaining a competitive and engaging chess league specifically for students in Rhode Island, promoting the benefits of chess in academic and social development.
ARTICLE III: OFFICES
Section 3.1: The principal office of the corporation shall be located in the State of Rhode Island, at a place designated by the Board of Directors.
ARTICLE IV: MEMBERSHIP
Section 4.1: Membership in OSCA is open to any individual interested in the organization.
Section 4.2: Membership Types
- Voting Member: An individual who has paid the annual dues and participated in at least two organizational activities, such as tournaments, has full voting rights and may hold office.
- Non-Voting Member: A non-voting member may participate in OSCA activities but does not have voting rights or ability to hold office.
Section 4.3: The amount of annual dues is $20.
Section 4.4: All membership fees and contributions are considered charitable donations and are not refundable.
Section 4.5: Annual Membership Meeting
OSCA shall hold an annual membership meeting, either virtually via Zoom or in person, at a time and place designated by the Board of Directors. Notice of the meeting, including the agenda, shall be provided to all voting members at least 5 days prior to the meeting.
At the meeting, voting members in good standing have the opportunity to:
- Vote on elections of the Board of Directors and Officers
- Discuss proposed amendments to the bylaws
- Hear reports from officers and committees
- Ask questions and raise concerns
ARTICLE V: MEETINGS OF THE BOARD OF DIRECTORS
Section 5.1: Annual Meeting
The Board of Directors shall hold an annual meeting. The agenda shall be distributed to all members of the Board at least 5 days in advance.
Section 5.2: Regular Meetings
The Board shall establish the specific dates and times of regular meetings.
Section 5.3: Special Meetings
Special meetings may be called by the Chair, 2 or more Board members, or upon written petition of 10% of voting members, stating the purpose and reason for the meeting.
Section 5.4: Notice of Special Meetings
In accordance with Rhode Island law § 7-1.2-809, special meetings require at least two (2) days’ written notice specifying the date, time, and location. Attendance constitutes a waiver of notice, except for solely objecting members.
Section 5.5: Place of Meetings
Meetings may be held within or outside the state, as permitted by Rhode Island law § 7-1.2-809.
Section 5.6: Remote Participation
Board members may participate remotely via conference call, as long as everyone can hear each other. This constitutes presence at the meeting.
Section 5.7: Conduct of Meetings
All meetings will be conducted in accordance with Robert’s Rules of Order, unless otherwise stated in these bylaws.
ARTICLE VI: OFFICERS
Section 6.1: Composition
The Board of Directors shall consist of six (6) voting members:
- President
- Vice President
- Secretary
- Treasurer
- Two (2) Members-at-Large
Section 6.2: Selection
All Board members are elected by voting membership at the Annual Meeting of the organization.
Each member shall serve a one-year term, except the President, who shall serve a two-year term.
If a Board member’s position becomes vacant prior to the end of the term, the Board shall appoint a replacement for the balance of the term.
Section 6.3: Fiduciary Role of the Executive Board
Executive Board members have a fiduciary duty to OSCA. This means they must act in the best interests of the organization with loyalty, care, and obedience to OSCA’s mission.
- Duty of Loyalty: Board members must prioritize the organization’s well-being over personal interests. They must avoid conflicts of interest and disclose any potential conflicts promptly.
- Duty of Care: Board members are expected to make decisions responsibly and in an informed manner. This includes attending meetings, reviewing materials, and actively participating in discussions.
- Duty of Obedience: Board members must ensure their actions and decisions align with OSCA’s bylaws, policies, and applicable laws and regulations.
Restrictions on Fiduciaries
- Self-Dealing: Board members cannot use their position to benefit themselves financially or otherwise. They must avoid transactions or opportunities that would create a conflict between their duty to the organization and their personal gain.
- Compensation: Board members are generally expected to serve on a voluntary basis and cannot be paid for their service on the board. However, reasonable reimbursement for expenses incurred in carrying out board duties may be permitted.
- Confidentiality: Board members have a duty to maintain the confidentiality of sensitive information discussed in meetings and board documents.
Section 6.4: Non-Voting Directors
The President may appoint non-voting directors to serve on the Board.
These non-voting directors may participate in board discussions but are not eligible to vote on any motions or decisions.
Non-voting directors can offer valuable expertise and diverse perspectives, contributing to informed decision-making.
Section 6.5: Term of Office for Non-Voting Directors
Non-voting directors shall serve at the pleasure of the President.
The President may appoint non-voting directors for a specific term or on an ongoing basis, depending on their expertise and the needs of the board.
Non-voting directors may be reappointed at the President’s discretion.
ARTICLE VII: AMENDMENTS TO BYLAWS
Section 7.1: Authority to Amend
The power to amend these bylaws is vested in the Executive Board. Amendments may be adopted by a majority vote at a duly called and held meeting.
Section 7.2: Proposal of Amendments
Amendments to these bylaws may be proposed by:
- The Board of Directors: The Board may, by resolution, propose amendments to these bylaws.
- Voting membership: A written proposal for an amendment, submitted by dues-paying members in good standing, holding at least 10% of the outstanding voting power, may be submitted to the Secretary of the Corporation.
Section 7.3: Notice of Meeting
In the event of a proposed amendment to be voted on, any required notice of the meeting shall include:
- The complete text of the proposed amendment
- A statement of the reasons for the proposed amendment
Section 7.4: Filing of Amendments
Upon adoption of any amendment to these bylaws, the Secretary of the Corporation shall file a certified copy of the amendment with the appropriate state agency.
Section 7.5: Severability
If any provision of this Article or any amendment thereto is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
ARTICLE VIII: INDEMNIFICATION
Section 8.1: To the extent permitted by law, the corporation shall indemnify and hold harmless any director or officer of the corporation from and against any claim, liability, or expense incurred by such director or officer in connection with their duties to the corporation, except in the case of a breach of duty.
ARTICLE IX: CONFLICT OF INTEREST
Section 9.1: No director or officer of the corporation shall engage in any self-dealing or other transaction that conflicts with their fiduciary duty to the corporation.
ARTICLE X: GENERAL PROVISIONS
Section 10.1: Fiscal Year
The fiscal year of OSCA shall be January 1st through December 31st of each year.
Section 10.2 Reliance on Information
Directors and officers may rely on information provided by the corporation’s officers, associates, or committees in good faith when making decisions.