Article I: Purpose
The purposes of the OSCF, none of which are for profit, are to develop, encourage, promote, support, sponsor and coordinate scholastic chess activities in Oregon.
Article II: Membership
Membership of the OSCF shall be comprised of recognized scholastic chess clubs as determined by the OSCF Board, using guidelines established by the Board and approved by the membership. Each club has one voting representative. Each representative may vote for only one club.
Article III: Meetings
A yearly organizational meeting shall be convened during the State Championship. Meetings shall be conducted by the President in accordance with Robert’s Rules of Order (revised). No quorum shall be required and any recognized scholastic chess club representative may vote on all matters during the meeting. The agenda for the annual meeting shall include, but is not limited to:
(a) Annual report on the state of the Federation
(b) Tournament issues
(c) Committee reports
(e) Amendments to the bylaws
(f) Date and site for the following year’s tournament
(g) Other items of interest to the members
Article IV: Board of Directors
Section 1. General Powers
The affairs of the Federation shall be managed by the membership at the yearly organization meeting, during the state championship, and by the Board of Directors (between yearly meetings). The Board shall also interpret the meaning of the bylaws and implement them accordingly.
Section 2. Number and Qualifications
The Board will consist of the following officers: President, Vice President, and Secretary/Treasurer. Additional board positions may be added, depending on the needs of the Federation and shall be determined by the board or membership. NOTE following the 2006 annual meeting: The board proposed and the membership agreed to expand the board to five officers: President, Vice President, Secretary, Treasurer and Registrar.
Section 3. Term and Election
The Directors of the Federation shall be elected in even numbered years during the state championship. The term of office for all Directors shall be two years. A Director may be re-elected without limitation on the number of terms they may serve. Each Director shall hold office until his successor has been elected or appointed.
Section 4. Removal
Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office, whenever in their judgment the best interests of the Federation would be served.
Section 5. Vacancies
A vacancy of the Board shall be filled within 60 days. Vacancies on the Board of Directors and newly created Board positions will be filled by a majority vote of the remaining Directors, even though less than a quorum of the Board may exist. A Director elected to fill a vacancy shall be elected for the remaining term.
Section 6. Quorum and Action
A quorum at a Board meeting shall be a majority of the number of Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the Directors present, except as otherwise provided by these bylaws. The act of a majority of the Directors shall be the act of the Board.
Section 7. Regular meetings
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place or purpose of the meetings are required. Meetings shall be convened and conducted by the President in accordance with Robert’s Rules of Order (revised).
Section 8. Special meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. Meetings shall be held at the time and place to be determined by the President. Notice of such meetings, describing the date, time, place and purpose of the meeting, shall be delivered to each Director personally by telephone, by mail or by email not less than two days prior to the special meeting, unless agreed to by a poll of all Board members and receiving approval from a 2/3 majority.
Section 9. Meeting by telecommunication
Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications.
Section 10. No salary
Directors shall not receive salaries for their Board services, but may be reimbursed for expenses relating to Board service.
Section 11. Action by consent
Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting, if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all Directors.
Section 14. Other officers
The Board of Directors may elect or appoint other officers, agents and employees, as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.
Article V: Duties
Section 5. President
The President shall be the principal executive officer of the Federation and shall in general supervise and control the business affairs of the Federation. The President shall have any other powers and any other duties the Board of Directors may prescribe, including, but not limited to:
(a) Conduct the yearly organizational meeting and all Board meetings.
(b) Act as spokesperson for the Federation in matters concerning school officials, the media, members and other chess organizations.
(c) Oversee Board appointed positions as may be needed.
(d) To collect and distribute information to the Board members and OSCF membership as needed.
(e) To initiate the annual state tournament by announcing the site, time, registration fees etc. to the membership.
Section 6. Vice President
The Vice President’s primary responsibility is to encourage and promote the growth of scholastic chess in Oregon. The duties for this board position include, but are not limited to:
(a) Assist new school/club members.
(b) Contact all schools in the state at least twice a year to encourage the formation of new clubs.
(c) Distribute a monthly electronic newsletter to all members from October through April.
(d) In the absence of the President or in event of inability to act, the Vice President shall perform the duties of the President, and when so acting shall have all powers of the President.
(e) The Vice President shall also perform such other duties as from time to time may be assigned by the President or the Board.
Section 7. Secretary-Treasurer
The Secretary-Treasurer’s primary responsibility is maintaining accurate records for the Federation. The duties for this board position include, but are not limited to:
(a) Have charge and custody of and be responsible for the accurate accounting practices in all financial dealings of the Federation.
(b) Receive and give receipts for monies due and payable to the Federation.
(c) Deposit all such monies in the name of the Federation in such banks or other depositories as selected by the Board.
(d) Keep the minutes, or be responsible for the taking of minutes, of all regularly scheduled membership, Board and special meetings.
(e) Keep a list of current members of the Federation.
(f) Provide a financial report at the annual membership meeting and regularly scheduled Board meetings.
(g) See that all notices are given in accordance with the bylaws or as required by law.
(h) Be custodian of the corporate records.
(i) And any other duties as may be prescribed by the Board of Directors. NOTE following 2006 annual meeting: Duties of the secretary/treasurer were split between two officers and additionally identified duties were assigned to the Registrar.
Article VI: Contracts, Checks, Deposits and Funds
Section 1. Contracts
The Board may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name and on behalf of the Federation.
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Federation shall be signed by such officer or officers, agent or agents of the Federation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President of the Federation.
Section 3. Deposits
All funds of the OSCF shall be deposited to the credit of the Federation in such banks or other depositories as the Board may select.
Section 4. Gifts
The Board may accept on behalf of the Federation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Federation.
Article VII: Books and Records
The Federation shall keep accurate records. All books and records may be inspected by any Board member, agent or attorney for any proper purpose at any reasonable time. Records shall include:
(a) Correct and complete books and records of account.
(b) Minutes of the proceedings of the Board and committees having any of the authority of the Board.
(c) A record giving names and addresses of the members entitled to vote.
(d) Records shall be stored by the Secretary/Treasurer.
(e) Maintain a Federation website where data will be assimilated and available to all members.
Article VIII: Fiscal year
The fiscal year for the OSCF shall begin on July 1 and end on June 30 in each year.
Article IX: Committees
Section 1. Executive committee
The Board of Directors may elect an executive committee. The executive committee shall have the power to make ongoing decisions between the Board meetings and shall have the power to make financial and budgetary decisions.
Section 2. Other committees
The Board of Directors may establish such other committees, as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees. Terms of office for the committees shall be designated by the Board when the committee is established.
Section 3. Composition of Committees Exercising Board Functions
Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the all Directors in office at the time.
Section 4. Chairperson
One member of each committee shall be appointed chairperson by the committee membership. The chairperson shall follow Roberts Rules of Order (revised) when conducting meetings.
Section 4. Quorum and Action
A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the committee members present.
Section 5. Limitation on powers of committees
No committee may authorize payment of a dividend or any part of the income or profit of the Federation to its Directors or officers; may not approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Federations assets; may not elect, appoint or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend or repeal the articles, bylaws or any resolution by the Board of Directors.
Article X: Federation Indemnity
This Federation will indemnify its officers and Directors to the fullest extent allowed by Oregon laws.
Article XI: Amendments to Bylaws
These bylaws may be amended or repealed, and new bylaws adopted, at the yearly organizational meeting, by mail or e-mail ballot, providing all club representatives have an opportunity to vote and at least a majority of member clubs are present or respond and the vote is a two-thirds majority of those attending or responding.
Article XII: Competitive Events
The Federation will encourage, oversee and sponsor tournaments and state level events in order to provide consistent, high-quality tournaments for Oregon students. Tournament guidelines and qualifications shall be determined by the OSCF membership and implemented by the Board of Directors.