MACA Board Meeting Minutes

MACA Board Meeting, February 10, 2009
Kennedy Senior Center, 117 E. Central Street, Natick, MA

The meeting was called to order at 7:42 PM. In attendance: Donna Alarie, Kenneth Ballou, Brian Lafferty, Robert Messenger, Maryanne Reilly, F. Alexander Relyea, and Beebe Wiegand.

MOTION 09-047, Lafferty/Messenger, approve the minutes of the January 13, 2009, meeting. Passed without dissent.

Mr. Steven Frymer and Mr. Robert King arrived at 7:44 PM.

MOTION 09-048 (Advance motion by Mr. Brian Mottershead):

Amendment A.
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Section 2 of the Bylaws shall be replaced in its entirety by the following:

2.1 Membership. The Executive Board may define classes of membership, including the eligibility, voting and other rights, benefits, dues, and obligations pertaining to each such class.

2.2 Regular Voting Members. There shall be at least one class of voting members for which all individuals over the age of 18 shall be eligible upon payment of the annual dues.

2.3 Life Voting Members. There shall be at least one class of voting members such that any person who becomes a member of the class shall continue in the class without further payment of dues or other obligation, for life. Persons admitted as Life Members as of February 1, 2009 under the previous version of these Bylaws shall be members of this class without further payment of dues or other obligation.

2.4 Dues, Rights, and Benefits. Dues shall be deemed to have been paid in order to adhere to the organization and support its purposes, and not as consideration for the benefits pertaining to a particular class of membership. The particulars of a class of membership, including dues and benefits, may be modified at any time without refunding dues previously paid, provided that no membership may be made shorter than the period for which the dues were paid, and no voting member shall cease to be a voting member during the period for which his dues have already been paid.

2.5 Membership Meetings. There shall be an Annual Meeting of the voting members, at a time and place to be determined by the Executive Board. A Special Meeting of the voting members may be called by the President or the Executive Board, and shall be called by the President upon a written petition of thirty voting members. Said petition shall specify the questions to be deliberated, and those questions shall be specified in the notice of the Special Meeting. A Special Meeting may consider only questions specified in the notice of the Special Meeting, and questions reasonably arising therefrom.

2.6 Location and Notice. Annual and Special Meetings of the voting members shall be held in Massachusetts. Notice thereof shall be sent to all voting members, and shall list all contracts or transactions of the corporation with interested parties, amendments to the articles of organization or these by-laws, or other items as required by law, since the previous Annual meeting. Notice by mail, email, or telephone to the last known postal or email address, or telephone number, of the member, at least 10 days before the meeting, shall be deemed reasonable and sufficient.

2.7 Quorum and Voting. At any Annual or Special Meeting of the voting members, thirty (30) voting members present in person shall constitute a quorum. By majority vote of the voting members present, whether or not a quorum is present, a meeting may be adjourned to another place or time not more than two weeks after the first session of the meeting, and the meeting may be held as adjourned without further notice. Each voting member shall have one vote. The vote of a majority of voting members present and voting, a quorum being present, shall decide any question, unless a greater number is required by law, by these By-laws, or by the Articles of Organization. Proxy voting shall not be permitted.

Section 3 of the Bylaws shall be deleted.

Amendment B.
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The first sentence of Section 5.1 of the Bylaws shall be amended to read:

"The officers of the corporation shall be the four elected executive officers (President, Vice-President, Treasurer, and Clerk), and such other appointed officers as the Executive Board may determine."

Sections 5.8 through 5.25 of the Bylaws shall be deleted.

Amendment C.
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Section 11.2 of the Bylaws shall be replaced in its entirety by the following:

"11.2 Ratification. As provided by Massachusetts General Laws Chapter 180, any amendment to the articles of organization or By-laws affecting the substance of the articles of organization must be ratified by two-thirds of those present and voting at an Annual or Special Meeting of the voting members before taking effect."

Amendment D.
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Sections of the By-laws shall be renumbered to eliminate any gaps in the numbering sequence resulting from Amendments A through C, as and if adopted, and any cross-references within the text affected by the renumbering shall be amended accordingly.

(end of motion text)

MOTION 09-048a, Ballou/Messenger, divide the question such that "Amendment A", "Amendment B", "Amendment C", and "Amendment D" are separate motions. Passed without dissent.

(Clerk's note: "Amendment A" is now motion 09-048b. "Amendment B" is now motion 09-048c. "Amendment C" is now motion 09-048d. "Amendment D" is now motion 09-048e.)

MOTION 09-048f, Lafferty/Ballou, Amend motion 09-048b by replacing the words "over the age of 18" with "age 18 or over" in the proposed text of section 2.2. Passed without dissent (abstaining: Alarie).

The vote was taken on motion 09-048b as amended by motion 09-048f. The motion passed by a vote of 7-2 (in favor: Lafferty, Ballou, Reilly, Frymer, Relyea, Wiegand, Messenger; against: Alarie, King).

Mr. Frymer left the meeting.

MOTION 09-048g, Messenger/Lafferty, amend motion 09-048c by replacing the first paragraph with the following:

The first sentence of Section 5.1 of the Bylaws shall be amended to read: "The officers of the corporation shall be the four elected executive officers (President, Vice-President, Treasurer, and Clerk). The executive board may appoint committee chairs and coordinators as it may determine."

Motion 09-048g passed without dissent.

The vote was taken on motion 09-048c as amended by motion 09-048g. The motion passed without dissent.

MOTION 09-048h, Ballou/Reilly, postpone consideration of motion 09-048d indefinitely. Passed without dissent.

The vote was taken on motion 09-048e. The motion passed without dissent.

(Clerk's summary:

"Amendment A": numbered 09-048b, amended by 09-048f, passed 7-2.
"Amendment B": numbered 09-048c, amended by 09-048g, passed without dissent.
"Amendment C": numbered 09-048d, postponed indefinitely (09-048h).
"Amendment D": numbered 09-048e, passed without dissent.)

Mr. Frymer returned to the meeting.

MOTION 09-049, Alarie/Lafferty, The approved by-laws amendments will be reviewed by a Massachusetts attorney by March 20. The President shall retain counsel for the purpose of this review with a cost not to exceed $300. The motion passed 8-1 (in favor: Lafferty, Ballou, Reilly, Frymer, Relyea, Wiegand, Messenger, Alarie; against: King).

MOTION 09-050, Messenger/Lafferty, Create standing rules retaining the current membership types, dues structure, and coordinators until further decision by the board. Passed without dissent (abstaining: King).

Mr. Frymer left the meeting.

Mr. Lafferty presented the election commission report. Since the last report, Nicholas Sterling has become a candidate for the office of clerk, and Ken Belt and George Mirijanian have become candidates for the board of directors.

Mr. Robert King announced that he is running for president and that Mrs. Margaret King is running for the board of directors. President Reilly announced that she is running for reelection as president.

MOTION 09-051, Messenger, the meeting will take a five minute recess. The motion was not seconded.

MOTION: 09-052, Ballou/Lafferty, censure Mr. King. The motion passed 3-2 (in favor: Reilly, Lafferty, Ballou, Messenger; against: Alarie, King; abstaining: Wiegand, Relyea).

MOTION: 09-053, Relyea/Ballou, Brian Lafferty is appointed election commissioner. The motion passed 7-1 (in favor: Alarie, Messenger, Wiegand, Relyea, Reilly, Lafferty, Ballou; against: King).

Mr. Messenger presented the treasurer's report. For the month of January, 2009, the general fund had a gain of $834.83. The Fourth Scholastic Qualifier made a profit of $139.10. The Holiday Team Challenge made a profit of $1026.80 before paying site rental expenses.

Mr. Messenger presented the membership report.

Mr. Ballou presented the tournament committee report. The TLA for the Mass. G/60 has been submitted. The committee needs to finalize details of the Mass. Open by March 1 (the deadline for the next issue of Chess Horizons).

Mr. Lafferty presented the LMCF report. Ten sets are being given to Cambridge Rindge and Latin and ten to an inclusion program for fifth graders at the Kennedy-Longfellow School in Cambridge. Twenty sets are being given to a program for kids in Medford.

President Reilly presented the scholastic committee report. The Spiegel Cup was held at the Kennedy Senior Center Sunday, February 8. Qualifier #4 was held one week late (postponed by snow); attendance seems not to have suffered badly. The Holiday Team Challenge was held at Weston Middle School; it was a great site for the event. The Hurvitz Cup will be held at Sage School March 1. The scholastic tournament season will end with the Gosselin Grade Championship being held March 29 at Weston Middle School.

The next meeting will be March 22, 2 PM. President Reilly will host the meeting.

MOTION 09-054, Reilly/Lafferty, adjourn. Passed without dissent.

The meeting adjourned at 9:43 PM.

Kenneth Ballou, Clerk

APPENDIX

Membership report as of February 10, 2009

204 adult members
38 family members
317 junior members
217 life members
1 affiliate member
4 complementary copies of Chess Horizons
17 exchanges with other organizations
6 libraries
200 prison
50 subscribers
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1054 total
1016 receiving copies of Chess Horizons
776 corporate members
738 voting members

Compared with the previous membership report of January 13, 2009, this represents the following changes in membership categories:

- 4 adult members
- 3 family members
-33 junior members
- 1 complementary copies of Chess Horizons
+ 1 prison
- 1 subscribers
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-41 total change
-38 receiving copies of Chess Horizons
-40 corporate members
-37 voting members

Robert D. Messenger
Membership Secretary

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