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.

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

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.

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.

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

2. The shall have the following categories of membership:

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.

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.

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.

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.

4.10 Election or Appointment of Governors by the Corporation to the Chess Federation of Canada – the Board shall, in accordance with the procedures specified by the Chess Federation of Canada, elect or appoint eligible Members to serve in the Assembly of Governors of the Chess Federation of Canada.

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.

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.

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

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.

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.

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.

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.

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 31^st), 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).

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:

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.

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.

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.

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:

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.

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.

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:

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.

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)

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.

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

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

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 rebate amount shall be no less than one-third (1/3) of the membership revenue received from the Chess Federation of Canada in respect of that annual period.

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.

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.