Organization Bylaws

Rocky Top Chess, Inc. Bylaws

Article I - Name

Section 1: The name of the organization shall be "Rocky Top Chess, Inc." and is hereinafter referred to as Rocky Top Chess.

Article II - Purpose

Section 1: The organization exists to promote chess activities in the community, conduct fundraisers to support extracurricular programs in Knox County, utilize chess as an educational tool to help kids achieve good academic performance as well as provide rated chess playing opportunities in the greater Knoxville area.

Article III - Affiliation

Section 1: The organization shall be affiliated with the United States Chess Federation (USCF).

Article IV - Not for Profit

Section 1: Rocky Top Chess shall not be operated for profit. No part of its dues, contributions, assets or net income shall benefit any individual. Cash prizes, trophies, or other awards for chess events shall not be considered benefits under this article.

Article V - Membership

Section 1: Any any person, regardless of residence, race, religion, age, sex, sexual orientation, or national or ethnic origin may become a member of Rocky Top Chess, subject to any qualifications (such as dues, entry fees and participation) required by the organization Board.

Section 2: All members have the duty and/or privilege:

1. To aid in the fulfillment of the organization purpose

2. To support and uphold the decisions of the officers

3. To participate in organization events

4. To vote and hold office, except as noted in Article VI, section 2.

Article VI - Administration

Section 1: The Board Officers of Rocky Top Chess shall consist the President, the Treasurer, and the Secretary. In addition, Rocky Top Chess also includes a Committee of Chess Tournament Directors [consisting three (3) non-voting board members].

Section 2: The officers shall have the right to censure, suspend or expel a member for conduct unacceptable to the organization. Any permanent action taken against a member requires a majority vote by the officers.

Section 3: The officer shall elect from its membership immediately following the annual membership meeting, and at other times in the event of a vacancy, a President, Secretary and Treasurer, who shall perform the duties ordinarily incident to their respective offices. Members of Committee of Chess Tournament Directors are appointed by the president of Rocky Top Chess.

Section 4: Organization meeting shall be scheduled once per year. At such meeting, one-fifth (1/5) of the members entitled to vote shall constitute a quorum. The annual meeting of the membership shall be held at such specific time and place as may be set by the Board. At the meeting the Board shall report on the activities and financial condition of the organization.

Section 5: A special meeting of the organization may be convened by the President, after giving notice to all Board officers. Actions taken at a special meeting shall be in effect unless reversed at a future regular annual meeting of the organization. Such actions shall be communicated to the entire membership of the organization in a timely manner.

Section 6: Motions may also be brought to the Board by e-mail, provided that the entire Board officers is notified of the motion and has reasonable opportunity to discuss the motion prior to the vote. Any motion voted upon by e-mail must have its results recorded in the minutes of the next Board meeting.

Section 7: Any Board officers who fails to fulfill the duties of his/her office may be removed by a majority vote of the entire Board.

Section 8: Proxy voting shall be permitted for any decision of the Board requiring a vote of the entire Board. Such proxy shall be filed with the Secretary before or at the time of the meeting.

Section 9: The order of business at annual membership meetings shall be determined by the entire Board of Rocky Top Chess.

Section 10: The “entire Board” as the term used in these By-Laws shall comprise all elected officers currently sitting on the Board. Any unfilled seats are not counted as part of the “entire Board”.

Section 11: Duties of the President include:

1. Presiding officer of the organization except as otherwise provided in the bylaws.

2. Monitor and assist other officers in carrying out their respective duties.

3. Appointing of assistants or committees as needed to perform special tasks.

4. Receive and answer all organization correspondence.

5. To provide that the purpose of the organization is fulfilled.

Section 12: Duties of the Treasurer include:

1. Maintain records of all organization income and expenses.

2. Collect and record all dues, donations and fees at organization events.

3. Make all disbursements authorized by the officers.

4. Other duties assigned by the President.

5. Perform duties of the President in the absence of the President.

Section 13: Duties of the Secretary include:

1. Record and maintain organization membership information.

2. Notify membership of upcoming meetings and events.

3. Update organization website

4. Record meeting minutes and maintain organization bylaws and other documentation.

5. Other duties assigned by the President.

6. Perform duties of the President in the absence of the President and Treasurer.

Section 14: Duties of the Committee of Chess Tournament Directors:

1. Direct rated and unrated chess tournaments on behalf of Rocky Top Chess.

2. Act as chess liaisons for individual groups, coordinate and assist fundraiser activities through chess tournaments.

3. Participate Rocky Top Chess annual meeting.

Article VII: Elections

Section 1. Board officers shall be elected at the annual membership meeting for a term of one (1) year. Elect officer shall hold office until their successors are elected and shall qualify.

Section 2. Nominations for membership on the Board shall be made by an ad hoc Nominating Committee of at least three (3) Rocky Top Chess members appointed by the President and chaired by a Board officer whose term does not expire during the current year. This committee shall, report its slate of nominees in writing to the President. In addition, candidates may be nominated from the floor at the annual membership meeting. Members will be elected by a majority vote at the annual organization meeting.

Section 3. The Secretary shall include, with the notice and agenda of the annual membership meeting, the slate of candidates named by the Nominating Committee.

Section 4: An officer may resign at any time by delivering notice to Rocky Top Chess. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date and the organization accepts the later effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. The Board may remove any officer at any time with or without cause.

Section 5: Vacancies on the Board officers shall be filled by a majority vote of the entire remaining Board until the next annual election of Rocky Top Chess meeting, at which time the new officer(s) will be elected.

Article VIII: Fiscal year

The fiscal year of Rocky Top Chess shall begin on the first day of September in each year.

Article IX: Indemnification

The Board, notwithstanding any interest of the officers in the action, may purchase and maintain insurance, in such amounts as the Board deems appropriate, to protect any officer of the organization against any liability asserted against them or incurred by them in any such capacity or arising out of their status as such, including without limitation, expenses, judgments, fines, and amounts paid in settlement, to the fullest extent permitted by the Tennessee Nonprofit Corporation Act as it exists on the date these bylaws are adopted or as it may hereafter be revised or amended, and whether or not the organization would have the power or would be required to indemnify such person under the terms of any agreement, bylaw, or the Tennessee Nonprofit Corporation Act.

Article X: Compensation:

Section 1. No compensation shall be paid to Board officers and non-voting Board members for their service except for reimbursement for reasonable expenses as approved by the Board. This provision also preclude a board officer from receiving a Tournament Director's fee for directing a tournament sponsored by Rocky Top Chess.

Article XI: Amendments

Section 1. Amendments to these By-Laws may be made by a two-thirds (2/3) vote of the entire Board, provided notice of intent to amend is given to Rocky Top Chess membership, either by mail or by posting on the organization website, at least twenty-one (21) days in advance of the Board meeting at which the amendment is to be voted upon. Any Rocky Top Chess member shall have the right to attend such a meeting and to speak for or against such a proposed amendment.

Article XII: Dissolution

Section 1: Rocky Top Chess may be dissolved with the unanimous approval of the Board officers and a two-thirds majority vote by Rocky Top Chess membership.

Section 2: In the event of dissolution the net assets of the organization shall be distributed as follows:

1. All liabilities and obligations shall be paid, satisfied, and discharged or adequate provisions shall be made thereof.

2. All remaining assets shall be distributed back to (1) the extracurricular program(s) in Knox County, or (2) Educational Foundation(s) in Knox County Schools or (3) other non-profit 501 (C3) organization as deemed appropriate by the officers.