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ONTARIO CHESS ASSOCIATION INC. – CONSTITUTION AND BYLAWS

CONSTITUTION

1. Name

The name of the Corporation is "Ontario Chess Association Inc." hereinafter also referred to as "the Corporation."

2. Objects

The objects of the Corporation are to:

                (a)           Foster and promote chess within Ontario;

                (b)           Direct, develop and administer programs to encourage the development of chess activity in                                             leagues, clubs, schools and other groups whose objectives are compatible with the Corporation;

                (c)           Co-operate with leagues, clubs, schools and other groups in all matters pertaining to matches,                                         tournaments, competitions, correspondence chess and other chess activities, at all levels within                                       Ontario, whether affiliated with the Corporation or not;

                (d)           Direct, Co-ordinate and supervise interleague championship matches and promote provincial                                         championship tournaments, Youth, Senior, Womens and Open Events, in accordance with the                                       policies and procedures established by the Corporation;

                (e)           Mediate disputes between leagues and represent provincial interests in matters of national and                                       international consequence;

                (f)            Raise and expend funds for the furtherance of the objectives of the Corporation;

                (g)           Maintain affiliation with the Chess Federation of Canada under suitable conditions;

                (h)           Support provincial and national projects, funds and projects in furtherance of its objectives.

3. Office Address

The office of the Corporation shall be located at the address of the current President of the Corporation.

4. Non-profit Status

The Corporation shall operate without the purpose of gain for its members, and any profits shall be used in promoting its objectives.

5. Directors Not Remunerated

The Directors of the Corporation shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from his or her position as such; provided that a Director may be paid reasonable expenses incurred by him or her in the performance of his or her duties as a Director in accordance with the Corporation’s policies relating to reimbursement of expenses.

 

6. Disposition of Property Upon Dissolution

Upon dissolution of the Corporation and after the payment of all its debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations that pursue their objectives in Ontario.

BYLAWS

Article 1 General

1.1 Purpose -         These Bylaws govern the general conduct of the Affairs of the Ontario Chess Association Inc.,                                       hereinafter also referred to as "the Association" or "the Corporation."

1.2 Definitions  the following terms have these meanings for the purposes of these bylaws:

Auditor                                                               an individual appointed by the Members at the Annual General                                                                                              Meeting to audit the financial accounts and records of the Corporation.                                                                              The Auditor shall not be a Director or employee of the Corporation

Board                                                                                 the Board of Directors of the Corporation

Chess Federation of Canada                        the national body which governs organized chess activities in Canada,                                                                                  hereinafter also referred to as the "Federation" or "the CFC"

Constitution                                                      the Constitution of the Corporation, stating of the Corporation’s                                                                                             objectives

Days                                                                    shall mean total calendar days, irrespective of weekends or holidays

Director                                                             an individual elected or appointed to serve on the Executive Committee                                                                               in accordance with these Bylaws

Executive Committee                                       The Committee comprising the President, the Vice-President, the                                                                                             Secretary, the Treasurer, the Youth Co-ordinator and any Special                                                                                           Officers

CFC Governor –                                                  an individual elected or appointed pursuant to these Bylaws to serve in                                                                                                 the Assembly of Governors of the Chess Federation of Canada

OCA Governor –                                                   an individual elected or appointed pursuant to these Bylaws to serve in                                                                                                the Assembly of Governors of the Ontario Chess Association Inc.

Member –                                                              a member admitted under the provisions of Article 2 of these Bylaws

Regular Membership-fee equivalent            the formula used to determine the number of OCA Governors to be                                                                                       elected by each Regional Affiliate, as specified in Article 8.3 and                                                                                            Article 8.4

Membership-fee rebates –                                  monies paid to the Regional Affiliates in accordance with provisions of                                                                                                 Articles 8.6 – 8.8

Officer --                                                                an individual elected or appointed to serve as an Officer of the                                                                                                Corporation in accordance with these Bylaws

Ordinary Resolution                                       a resolution passed by a majority of the votes cast at a Meeting of the                                                                                  Board

Regional Affiliate                                            a regional league or other regional association that organizes chess                                                                                         activities within a defined geographical area of Ontario and which is                                                                                      affiliated with the Ontario Chess Association

Special Resolution                                          a resolution passed by two-thirds of the votes cast at a Meeting of the                                                                                   Board

1.3 Interpretation             In these Bylaws words denoting the male gender shall include the female gender.

1.4 Ruling on Bylaws      The Board shall have the authority to interpret any provision of these bylaws that is                                                          contradictory, ambiguous or unclear, provided that such interpretation is consistent with                                                  the objects of the Corporation.

1.5 Conduct of Meetings – Unless otherwise specified, meetings shall be conducted according to Roberts Rules of                                                      Order.

Article 2 Membership

General

2.1 Membership is open to residents of Ontario who support the Corporation’s objectives.

Categories of Membership

    1. The shall have the following categories of membership:

a) Regular Member                          any person aged 18 years or more and who meets the general                                                                                  requirements of Article 2.1 may become a Regular Member of the upon                                                               payment of the current annual dues for Regular Members.

b) Youth Member                            any person aged 17 years or less and who meets the general                                                                                     requirements of Article 2.1 may become a Youth Member of the upon                                                                  payment of the current annual dues for Youth Members.

c) Youth Participating Member     any person aged 17 years or less and who meets the general                                                                                     requirements of Article 2.1 may become a Youth Participating Member                                                                upon payment of the current annual dues for Youth Participating                                                                     Members

d) Family Member                           any person who meets the general requirements of Article 2.1 may                                                                         become a Family Member upon payment of the current annual dues for                                                                              Family Members.

d) Recreational Member                                 any person who meets the general requirements of Article 2.1 may                                                                         become a Recreational Member upon participation in OCA authorized                                                                                 events and adhering to OCA standards of play. A recreational member                                                                                 has no voting priveleges and may be restricted in priveleges such as                                                                        chess ratings and is not eligible to play in major competitive events                                                                                without paying appropriate single tournament fees.

e) Life Member                                 any person who meets the general requirements of Article 2.1 may                                                                         become a Life Member upon payment of the Life Membership dues,                                                                    amounting to fifteen percent (15%) of the current life membership dues                                                                for the Chess Federation of Canada.

f) Honorary Member                       any person who meets the general requirements of Article 2.1 may be                                                                    admitted as a Life Member provided either that they are an Honorary                                                                  Member of the Chess Federation of Canada or that they are admitted as                                                                             an Honorary Member by virtue of a Special Resolution passed by the                                                                         Board of Directors.

Voting Rights of Members

2.3 Members do not vote directly on the affairs of the Corporation but exercise their voting privileges through their Regional Affiliates, in the manner prescribed in Article 4.14 of these Bylaws. Through the regional affiliates, members shall elect CFC Governors to represent the Province of Ontario.

Article 3 Finance and Management

3.1 Fiscal Year                                                  The fiscal year of the Corporation shall be April 1 to March 31, or such                                                                                 other period as the Board may from time to time determine.

3.2 Auditor                                                        at each Annual General Meeting the Directors shall appoint an Auditor.

3.3 Signing Authority                                       The Board shall designate from among the Officers two or more                                                                                             individuals who shall have signing authority for all financial                                                                                                     transactions, contracts and documents conducted in the name of the                                                                                    Corporation. All such transactions, contracts and documents shall                                                                                                  require two signatures and once signed shall be binding upon the                                                                                       Corporation.

3.4 Property                                                       The Corporation may acquire, lease and sell or otherwise dispose of                                                                                       securities, lands, buildings or other property, or any right or interest                                                                                         therein, for such consideration and upon such terms and conditions as                                                                                  the Board may determine.

3.5 Borrowing or Investing                             The Corporation may borrow or funds upon such terms and conditions                                                                                                 as the Board may determine.

3.6 Books and Records                                   The Board shall ensure that all books and records of the Corporation                                                                                    required to be kept by virtue of the Constitution, these Bylaws or any                                                                                    statute of law are regularly and properly kept.

3.7 Financial Institutions                                The banking business of the Corporation or any part thereof shall be                                                                                     transacted with such banks, trust companies or other financial                                                                                                                institutions as the Board may designate, appoint or authorize from time                                                                                               to time.

3.8 Annual Budget                                           The annual budget of the Corporation shall be prepared by a committee                                                                              comprising the Treasurer and no fewer than three (3) other members of                                                                                                 the Board and such Budget shall be presented at the Annual Meeting                                                                                    for approval by Ordinary Resolution of the Board within 30 days                                                                                                 thereafter.

3.9 Limits on Financial Transactions           The Corporation shall incur no expenditure or liability in excess of one                                                                                  thousand dollars ($1,000.00) unless such expenditure or liability has                                                                                      been expressly authorized in the annual budget, or by a Special                                                                                               Resolution where at least one-half (1/2) of the Directors have voted.

 

Article 4 Governance

Composition of the Board of Governors

4.1 The Board of Governors of the Corporation shall consist of eligible Members elected or appointed by the Regional Affiliates of the Corporation, and each Regional Affiliate shall be entitled to elect or appoint one (1) OCA Governor for each fifty (50) Regular Membership-fee equivalents who reside within the designated boundaries of the Regional Affiliate. In addition, the president of each Regional Affiliate shall be appointed ex officio to the Board.

Powers of the Board of Governors

4.2 Powers of the Corporation                                       Except as otherwise provided by law, the Constitution or these                                                                                                Bylaws, the Board exercises the powers of the Corporation                                                                                                       and may delegate any of its powers, duties and functions.

4.3 Managing the Affairs of the Corporation             The Board shall make policies and procedures for managing                                                                                                    the affairs of the Corporation in accordance with the                                                                                                                                 Constitution and these Bylaws.

4.4 Discipline                                                                     The Board shall establish policies and procedures relating to                                                                                                     the discipline of Members and Regional Affiliates and shall                                                                                                      have the authority to discipline Members or Regional                                                                                                                 Affiliates in accordance with such policies and procedures.

4.5 Dispute Resolution                                                    The Board shall establish policies and procedures for                                                                                                                                 resolving disputes within the Corporation or between Regional                                                                                                 Affiliates, and all disputes shall be dealt with in accordance                                                                                                      with such policies and procedures.

4.6 Employment of Individuals                                    The Board may employ or engage under contract such                                                                                                              individuals as it deems necessary to carry out the work of the                                                                                                  Corporation.

4.7 Election and removal of Officers                           the Board shall elect Officers of the Corporation, and shall                                                                                                       have the sole authority to remove Officers in accordance with                                                                                                                 procedures specified in these Bylaws.

4.8 Setting fees for membership                                    the Board shall set fees for membership.

4.9 Fees to be rebated to Regional Affiliates              the Board shall determine the proportion of fees to be rebated                                                                                                                 to Regional Affiliates.

 

 

Election of Directors

Eligibility

4.11 Any Member in good standing who is 18 years of age or older, who has the authority to contract, who is a resident of Ontario and who otherwise fulfills all the requirements of law for serving as a Director is eligible for election or appointment to the Board.

Method of Election

4.12 The Board of Governors shall be elected annually by Members through their Regional Affiliates, and each Regional Affiliate shall forward to the list of individuals it has so elected at least seven (7) days prior to the Annual General Meeting.

Length of Term

4.13 All Governors shall serve for terms of one (1) year.

Vacancy

4.14 Whenever the position of a Governor becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy until such time as a Governor is elected or appointed in accordance with these Bylaws.

 

Resignation and Removal of Governors

4.15 Resignation                              A Governor may resign from the Board by presenting a notice of resignation to                                                                   the Board. The resignation shall become effective on the date the Board accepts                                                                                the resignation.

4.16 Automatic Vacancy               The office of any Governor shall be vacated automatically if the Governor,                                                                        without reasonable excuse, fails to attend two (2) consecutive meetings of the                                                                     Board or, in the case of voting through electronic means, such as fax, e-mail or                                                                   telephone, fails to vote or to give notice of abstention on three (3) consecutive                                                                        Resolutions.

4.17 Removal                                   A Governor may be removed for cause by Special Resolution of the Board,                                                                         provided the Governor has been given notice of the Special Resolution and the                                                                   opportunity to be heard by the Board before such a Special Resolution is put to a                                                              vote.

 

Meetings of the Board

4.18 Types of Meetings                  The Board shall hold an Annual Meeting and may from time to time hold                                                                            General Meetings as necessary to carry out the Corporation’s work.

4.19 Call of Meeting                        The meetings of the Board shall be at the call of the President or at the written                                                                    request of any three (3) directors that is approved by a majority of the Directors.

4.20 Notice                                        Written notice of Board meetings shall be given to all Governors at least fifteen                                                                  (15) days prior to the date of the meeting.

4.21 Quorum                                     A quorum shall consist of a majority of Governors holding office.

4.22 Ordinary Resolution               Unless specified otherwise, questions shall be decided by Ordinary Resolution,                                                                     where the Chair of the meeting has an extra vote in the event of a tioe vote, to                                                                    cast the deciding vote. Voting shall be by show of hands unless a majority of                                                                               Governors present request a secret ballot.

4.23 Voting Procedures                   Unless specified otherwise, questions at Annual Meetings and General Meetings                                                  shall be decided by majority vote, where a tie vote shall fail. An abstention from                                                                voting shall not be counted as a vote. Voting shall be by show of hands unless a                                                                       majority of Governors approve a secret ballot.

4.24 Adjournment                           An Annual Meeting or a General Meeting may be adjourned from time to time                                                                   and from place to place, but no business shall be transacted at an adjourned                                                                       meeting other than the business left unfinished at the original meeting. When a                                                                   General Meeting is adjourned for fifteen (15) days or more, notice of adjourned                                                                                meeting shall be given as if it were a new meeting.

Meetings and Voting by Internet e-mail

4.25 Any Board Member desiring a Board decision by means of Internet e-mail must prepare a resolution covering the matter in question and transmit it by e-mail to the Secretary, who shall refer it to the President.

4.26 When the President is satisfied the resolution is of a form suitable to be voted on by the Board, he shall direct the Secretary to transmit by e-mail a copy of the resolution (with an explanation) to all Governors for discussion, and/or amendment. The Governors shall return their written comments to the Secretary within five (5) days from the date of transmitting to them of the resolution, and the Secretary will refer these to the President.

4.27 Upon receipt of the Governors’ comments, and when the resolution (with alterations/amendments) has attained a form suitable to be voted on by the Board, the President shall direct the Secretary to transmit a copy of the ballot by e-mail to each Governor, along with a copy of any correspondence received relative to the matter. In the event alterations/amendments have been made, a copy of the amended resolution shall be transmitted with the ballot. The ballot shall provide for "yes", "no", and "abstain" votes.

4.28 The time provided for receiving votes is five (5) days from the date the ballot was e-mailed. The Governors shall complete the ballot, and return it by e-mail to the Secretary by the date and time specified for close of balloting.

4.29 When the Secretary has tallied the e-mail votes on any resolution considered by the Board, he shall notify the President and the Board of the results. If the vote decision grants approval, the vote shall be as valid and effectual as if passed at any Meeting of the Board, and shall be in force from the date specified for close of balloting. The Secretary shall retain the ballots until the next Annual Meeting for inspection by the outgoing Board.

4.30 All Governors shall provide the Secretary with an e-mail address. Communication among Governors by full text e-mail is official. Communication to the general membership becomes official after it has been posted on the Corporation’s website for fifteen (15) days.

Executive Officers and Special Officers

4.31 Officers                     the Officers of the Corporation are the President, Vice-President, Secretary, Treasurer                                                        and Youth Co-ordinator.

4.32 Duties                        The duties of the Officers are as follows:

a) President:                          The President is the Chief Executive Officer of the Corporation. He shall chair all                                                               meetings of the Board or of the Executive. He shall preside at all meetings of the                                                                Corporation and of the Board of Governors. He shall have the general and active                                                     management of the affairs of the Corporation. He shall see that all orders and resolutions                                                             of the Board of Governors are carried into effect.

b) Vice-President:                The Vice-President shall, in the absence or disability of the President, perform the duties                                                   and exercise the powers of the President and shall perform such other duties as shall from                                                time to time be delegated to him by the Board or by the President.

c) Secretary:                         The Secretary shall have custody of and be responsible for the safekeeping of all books,                                                  records, correspondence, and other documents pertaining to the affairs of the                                                                     Corporation, other than those required to be kept by the Treasurer. He shall perform                                                                 duties incidental to the offices of a recording/corresponding/general secretary, and                                                    without limiting the generality of the foregoing, he shall conduct all routine                                                                              correspondence on behalf of the Corporation; refer to the President matters from                                                       correspondence that require consideration of the Board or any Officer; and perform other                                                               duties in connection with his Office when requested by the Board or President.

d) Treasurer:                         The Treasurer shall keep and maintain all account books of the Corporation, which shall                                                                 contain all receipts and disbursements, and shall have custody of all such books of                                                           account, bank books, cancelled cheques, vouchers, statements, and other documents                                                       pertaining to the accounts of the Corporation, and without limiting the generality of the                                                           foregoing, he shall: from time-to-time, when requested by the President, furnish                                                                         information about the financial situation of the Corporation; annually, on the last day of                                                      the fiscal year, (March 31st), or as set at the discretion of the Board/Executive, stop-gap                                                                the Corporation’s accounts, prepare a financial statement for the Board, and file a copy                                                     with the Secretary, over his signature; at the direction of the Board, file a copy of these                                                     statements with the Auditor appointed by the Board, submitting for examination all                                                          records that the Auditor may require in order to effect an appropriate examination and in                                                                order to issue a certificate; prior to, or within thirty (30) days following the Annual                                                        Meeting, prepare a budget for the fiscal year.

e) Youth Co-ordinator:       The Youth Co-ordinator shall organize, or arrange to have organized, the Ontario Youth                                                  Chess Championship. He shall also perform duties necessary to promote chess among                                                     both primary and secondary school students. He shall liaise between the Youth
                                                Co-ordinators of the Regional Affiliates, and the Youth Co-ordinator of the Chess                                                             Federation of Canada. Prior to, or within thirty (30) days following the Annual Meeting,                                                   he shall present to the Treasurer an operational budget for the Youth activities, which                                                      shall be incorporated into the general budget prepared by the Treasurer.

 

f) Special Officers:              Special Officers are Members appointed by the Board, or by the Executive Committee if                                                                 this power is delegated by the Board, to discharge duties that require special attention                                                       which cannot reasonably be expected from any of the Executive Officers. Special                                                             Officers have equal voting rights in all Corporation affairs, except when being elected or                                                            appointed by the Board or by the Executive Committee. The number of Special Officers                                                        shall not exceed four (4).

Committees

4.33 Executive Committee                                            The Executive Committee shall comprise the Officers and                                                                                                        Special Officers of the Corporation. The Executive Committee                                                                                                shall oversee implementation of Board policies during                                                                                                               intervals between Annual Meetings and shall perform other                                                                                                      duties set out in these Bylaws or assigned by the Board.

4.34 Powers of the Executive Committee                   In addition to any other powers that may be delegated by the                                                                                                  Board, the Executive Committee shall have authority to make                                                                                                                decisions relating to:

                                                                                a) the participation of Ontario teams or individual                                                                                      players representing Ontario in national events and                                                                                     the selection of team members or individual players

                                                                                b) selecting organizers, determining location and                                                                                          place, and granting permission to hold Ontario                                                                                             championship events as defined by the

                                                                                c) establishing rules for tournament or match play                                                                                      held under the auspices of the Corporation

                                                                                d) resolving disputes, problems or grievances brought                                                                                 to the attention of the Corporation

                                                                                e) adjudicating disputes or complaints brought to the                                                                                                 attention of the by Members or Directors arising from                                                                                the conduct of the affairs of the Corporation,                                                                                              Regional Affiliates or any Member

4.35 Other Committees                                                   The Board may establish other committees necessary for                                                                                                         managing the affairs of the Corporation. Members of such                                                                                                      committees shall be appointed by the Board or by the                                                                                                               President where the Board delegates this power to the                                                                                                                 President.

4.36 Quorum                                                                     a quorum for any committee shall be the majority of its voting                                                                                                               members.

4.37 Procedures for Conduct of Committee Meetings – The Executive Committee shall establish specific procedures                                                                                                for the conduct of its meetings, provided that these procedures                                                                                                                shall not conflict with the Constitution and these Bylaws.

 

Conflict of Interest

4.38 A Governor, Officer, Special Officer or member of any Committee who has an interest, or may be perceived to have an interest, in a proposed contract or transaction with the Corporation shall disclose such interest to the Board or to the Committee; shall not vote or speak in debate of such contract or transaction; and shall otherwise comply with all requirements of law respecting conflict of interest.

Article 5 – Provisions Relating to Annual Meetings

5.1 Date of Annual Meetings:           The Corporation shall hold an Annual Meeting no later than sixty (60) days after                                                               the end of each fiscal year, at a time and place determined by the Board.

5.2 Quorum:                                         A quorum shall consist of at least fifty-one percent (51%) of the votes eligible to                                                                be cast either in person or by proxy.

5.3 Voting:                                            All matters to be decided by the Annual Meeting shall be decided by majority                                                                     vote, except as provided hereinafter in Article 5.4.

5.4 Any amendment to the Constitution or to these Bylaws shall be approved by at least a two-third (2/3) majority of the votes of those present and entitled to vote, including proxy votes.

5.5 Agenda:          The agenda of the annual meeting shall be as follows:

A. Matters for the outgoing Board

1)            Call to Order and announcement of Board members present and verification of proxies

2)            Reading of the Minutes of the last Annual Meeting

3)            President’s Report

4)            Vice-President’s Report

5)            Secretary’s Report

6)            Treasurer’s Report

7)            Youth Co-ordinator’s Report

8)            Special Officers’ Reports

9)            League Reports

10)          Auditor’s Report

11)          Other business raised by the outgoing Board

12)          Ratification of the new members of the Board

B. Matters for the incoming Board

13)          Election of Officers and Special Officers

14)          Consideration of any Special Resolutions, including proposals to amend the Constitution                                 and Bylaws

15)          Appointment of Auditor

16)          Listing of the Governors to the Chess Federation of Canada as elected in the regional        affiliates by the CFC Members of the region

17)          Review of chess activity in Ontario and proposed activity for the next fiscal year

18)          Budget

19)          New business

20)          Other business

21)          Adjournment

Article 6 Indemnification

6.1 Shall Indemnify         The Corporation shall indemnify and hold harmless out of the funds of the Corporation                                                  each Director and Officer from and against any and all claims, demands, actions or costs                                                                that may arise or be incurred as a consequence of occupying the office or performing the                                                         duties of a Director or Officer.

6.2 Shall Not Indemnify                 The Corporation shall not indemnify a Governor, Director, or Officer or any other                                                              individual for acts of fraud, dishonesty or bad faith.

6.3 Insurance                    the Corporation may purchase and maintain insurance for the purposes of indemnification                                            specified in Article 6.1, as the Board may determine.

Article 7 Notice

7.1 Written notice             In these Bylaws, written notice shall mean notice that is hand-delivered, provided by mail                                                or courier, faxed or e-mailed to the official [registered] address of the Corporation, to                                                        Governors, to Officers or to Members, as the case may be.

7.2 Date of Notice            Date of notice shall be the date on which receipt of the notice is confirmed verbally                                                           where the notice is hand-delivered; by fax or e-mail where the notice is faxed or e-                                                             mailed; in writing where the notice is couriered; or in the case of notice provided by mail,                                     five (5) days after the date on which the mail is postmarked.

7.3 Error in Notice            The accidental omission to give notice of a meeting of the Board, the failure of any                                                          Governor to receive notice, or an error in the notice that does not affect its substance shall                                               not invalidate any action taken by the meeting.

 

 

Article 8 Regional Affiliates

General

8.1 In order to be maintained or admitted as a Regional Affiliate of the Association, all current Regional Affiliates and regional organizations seeking admission as a Regional Affiliate shall satisfy the following requirements:

a) The executive of the Regional Affiliate shall include at least three (3) Members of the Association in good standing.

b) The Regional Affiliate shall, at least seven (7) days before each Annual Meeting of the Association, present a list of names of individuals elected to become Directors of the Association and a list of names of individuals elected as Governors of the Chess Federation of Canada, and at least one (1) alternate Governor. Should a CFC Governor vacate, the Regional Executive of the region from which the governor was appointed shall be responsible to designate a replacement Governor from the alternate list of governors. Should there be no alternate available, then the Regional Executive shall appoint someone of their own choosing. They shall communicate the name to the OCA Secretary within 15 days of the governor vacating. Failing this, the OCA President can name the replacement Governor.

c) When organizing or sanctioning tournaments and matches to be rated by the Chess Federation of Canada, the Regional Affiliate shall ensure that such tournaments and matches are conducted in full compliance the policies, general regulations, tournament rules and match rules stipulated by the Chess Federation of Canada.

d) Any person participating in any chess tournament sponsored under the auspices of the Association or a Regional Affiliate must be a member of both the Association and the Chess Federation of Canada, so long as the Association is affiliated with the Federation.

e) Residents of Provinces not honouring Ontario Chess cards must pay dues.

8.2 Willful or continued failure to comply with the conditions set out in Article 8.1 may result in a Regional Affiliate’s expulsion from the Association, provided that such expulsion shall be by Special Resolution of the Annual Meeting or Meeting of the Board of Directors.

8.3 Regional Affiliates recognized as at May 21, 2004 shall retain such status unless and until such recognition is revoked or surrendered.

8.4 Regional Affiliate status shall be granted at the Association’s Annual Meeting by a simple majority of the votes cast by those present or voting by proxy or in an e-mail vote of the Governors by a simple majority vote of decisive votes cast where at least half of the Governors cast votes.

8.5 Upon admission, the Regional Affiliate shall obtain the right to elect Governors to the next incoming Board of Governors and to receive Membership-Fee Rebates effective as of the date of the next semi-annual distribution of rebates.

8.6    As of November 2, 2005, the following were Regional Affiliates of the Ontario Chess Association:

  1. The Eastern Ontario Chess (EOCA)
  2. Greater Toronto Chess League (GTCL)
  3. Northern Ontario Chess League (NOCL)
  4. Southwestern Ontario Chess League (SWOCL)

 

 

Election of Governors by Regional Affiliates

8.7 The president of each Regional Affiliate shall be appointed ex officio to the Board.

8.8 Each Regional Affiliate shall be entitled to elect one or more Governors in proportion to the membership-fee equivalents attributed to the membership within its boundaries as at December 31 of the proceeding year.. The numerical basis of eligibility is: for the first fifty (50) membership-fee equivalents, or part thereof, one (1) Governor; and for each subsequent fifty (50), or part thereof, one (1) additional Governor.

Election of Governors to the Chess Federation of Canada by Regional Affiliates 

8.9A Once the corporation receives the Certificate from the CFC setting out the number of Governors allotted to Ontario, the Executive shall determine the number of these governors to be elected in each Regional Affiliate, and shall immediately so notify the Regional Affiliate. Each member of the Corporation who is also a member in good standing of the CFC shall have a vote for the Governors to the CFC from their region (and not multiple regions), as may be determined by the Regional Affiliate.

8.9 The membership-fee equivalents shall be calculated as follows:

a) for each Regular Member, one (1.0) membership-fee equivalent

b) for each Junior Member, four-tenths (0.4) of a membership-fee equivalent

c) for each Participating Junior Member, three-tenths (0.3) of a membership-fee equivalent

                                d) for each Family Member, one-half (0.5) of a membership-fee equivalent

                                e) for each Life Member, one (1.0) membership-fee equivalent

                                f) for each Honorary Member, one (1.0) membership-fee equivalent

Membership-Fee Rebates

8.10 The Association shall pay annually to each Regional Affiliate an amount not less than membership-fee rebates in proportion to the number of regular membership-fee equivalents within the boundaries of the Regional Affiliate, provided that the Regional Affiliate satisfies the provisions of Article 8.1.

8.11 The number of Members shall be calculated using a database of postal-code regions on file with the Treasurer and the Secretary.

8.12 The OCA League Rebates for 2009-10 and beyond shall be set at fifty (50) percent of the membership revenue received from the Chess Federation of Canada in respect of that annual period, distributed proportionally, with all cheques to be rounded up to the nearest $10.

 Article 9 Amendment of Constitution and Bylaws

9.1 Special Resolution     The Constitution and Bylaws of the Corporation may be amended, revised, repealed or                                                   added to only by a Special Resolution at an Annual Meeting or a General Meeting for                                                      which proper notice has been given.

9.2 Notice of Amendment – The notice of the Annual Meeting or a General Meeting shall include details of the                                                          proposed resolution to amend the Constitution and Bylaws.

Article 10 Adoption of Constitution and Bylaws

10.1 Ratification                                                              this Constitution and Bylaws were ratified by a Special                                                                                                              Resolution of the General Meeting on November 2, 2005.

 

10.2 Repeal of Previous Constitution and Bylaws    By ratifying this Constitution and Bylaws, the Association                                                                                                        repeals all prior Constitution and Bylaws provided that that                                                                                                     such repeal does not invalidate any action done pursuant to the                                                                                              repealed Constitution and Bylaws.