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Section 1.1: The purpose of the Ocean State Chess Association (OSCA) is to organize, promote and
develop chess education and activities within the State of Rhode Island. OSCA functions and efforts
include fulfilling the organizational mission as set by the Board within the scope of the organization’s
purpose. Including but not limited to:

 Organization of chess tournaments of diverse formats and skill levels, catering to players of all
ages and abilities in the many diverse communities of our state without discrimination.

 Promotion of the game through outreach, public events and collaboration with other organizations
serving the communities of our state.

 Development of educational resources and initiatives to enhance chess knowledge and skills
throughout the communities of our state.

 Support chess programs in educational institutions and other settings to grow the accessibility of
chess education for the communities of our state.

 Support chess education through the establishment and maintenance of competition activities,
networks and opportunities to benefit the academic and social development in the communities of
our state.

Section 1.2: In the instance of the discontinuance or dissolution of this nonprofit organization, all assets and
accounts shall be transferred to a nonprofit organization with identical or similar purpose, operating either
within—in order of priority–the State of Rhode Island, New England or the United Stated.


Section 2.1: Voting membership in OSCA is open to any individual, who (1) annually participates in OSCA
functions or activities and (2) has paid the annual OSCA dues as set by the OSCA Board. The Board or
the President may create other non-voting membership types without amendment of these Bylaws. Voting
members are entitled to vote in Board elections for membership-elected seats and run for Board seats.

Section 2.2: Annual Membership Meeting
(1) OSCA shall hold an annual membership meeting, either electronically or in person, at a time and
place designated by the President. Notice of the meeting, including the agenda, shall be provided
to all voting members at least 14 days prior to the meeting.

(2) OSCA may hold special membership meetings, either electronically or in person, at a time and
place designated by the President, upon a majority request of the Board or a petition of 20% of
membership. Notice of the meeting, including the agenda, shall be provided to all voting
members at least 30 days prior to the meeting.

Section 3.1: The Board of Directors shall be comprised of the four (4) Officers established by these Bylaws
and two (2) members at-Large elected by membership, one per year. Directors at-Large shall serve two-
year terms, not exceeding six consecutive years. All Board vacancies shall be filled by the Board until the
next election of that seat.

Section 3.2: Regular Meetings. The Board shall determine the schedule of regular meetings for the coming
year at the Annual Meeting. No notice is required for regular meetings. The President shall provide the
meeting agenda to the Board in advance of the meeting, except that any proposed amendments to these
Bylaws shall be provided at least two (2) days in advance of the meeting.

Section 3.3: Special Meetings. Special meetings may be called by the President or the majority of the Board
upon two (2) days notice. The President shall provide the meeting agenda to the Board together with the
meeting notice, except that any proposed amendments to these Bylaws shall be provided at least five (5)
days in advance of the meeting.

Section 3.4: Meeting Conduct and Quorum. The Board may meet within or without the state, in person or
electronically, as long as all members can hear one another. All meeting will be conducted in accordance
with Robert’s Rules of Order, unless otherwise stated in these Bylaws. Quorum shall be four (4) Directors.


Section 4.1: The Officers of OSCA shall be the President, Vice President, Secretary and Treasurer. These
Officers shall be elected by the Board at the Annual Board Meeting and shall serve one-year terms. Any
vacancies shall be filled by the Board until the next election. The Board shall establish and, whenever
desired, revise the duties of the Officers. The Officers shall at least perform the minimal traditional
functions of their organizational titles.

Section 4.2: 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

 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 5.1: 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.

Section 6.1: 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.

Section 7.1: Fiscal Year. The fiscal year of OSCA shall be January 1st through December 31st of each year.

Section 7.2 Reliance on Information. Directors and officers may rely on information provided by the
corporation’s officers, associates, committees or other agents or advisors in good faith when making

Section 7.3: Severability. If any provision of these Bylaws is held to be invalid, the remaining provisions
shall remain in full force and effect.


Section 8.1: The Board may amend these Bylaws at a Regular or Special Meeting by a majority vote of the
entire Board.

Section 8.2: Absent Directors may vote by delivering an Absentee Ballot to the President in advance of the
start of the meeting.

Adopted February 29, 2024