Chess Scotland Constitution

As amended 18th June 2016

1. Name and Legal Status

1.1.    The name of the organisation shall be “Chess Scotland”.

1.1.1. Chess Scotland is the successor in interest of the Scottish Chess Association (founded 1884) and the Scottish Junior Chess Association (founded 1967).

1.2.    Chess Scotland is an unincorporated association governed by this constitution. As such, it is a society of persons (the members and representatives of member groups) who contribute to the funds that finance the expenses incurred whilst conducting the affairs of the society.

2. Role and Activities of Chess Scotland

2.1.    The role of Chess Scotland (‘CS’) is to represent, organise and promote the game of chess at national level in Scotland and internationally inclusive of all sections of society.

2.2.    Typically, CS will undertake the following specific activities:

2.2.1.  Organise national tournaments annually for individuals and for teams. These may be open to all, age-related, gender-specific or otherwise restricted as appropriate to each particular tournament.

2.2.2.  Organise an annual Congress for the Scottish Championship tournament and other such tournaments and championships as considered appropriate.

2.2.3.  Select teams and individuals to represent Scotland in international competition.

2.2.4.  Represent Scotland in liaison with other recognised national and international governing bodies including those representing World, Commonwealth, European, and British Chess Federations and Unions.

2.2.5. Train and appoint suitably qualified persons to act as chess arbiters, coaches, or other suitable categories.

2.2.6. Maintain and publish lists of players, chess clubs and accredited arbiters, trainers, coaches and chaperones within Scotland as required.

2.2.7. Develop chess playing and chess awareness in schools, clubs and generally through education, training, publicity, seeking sponsorship, and providing support by suitably qualified persons.

2.2.8. Provide and manage shared resources for the benefit of the chess playing community in general. This may include the following:

 - Grading calculations, services and lists
 - Publications
 - Web sites and internet resources
 - Sensory boards for broadcasting games
 - Other managed and/or shared resources which may be deemed appropriate to the role of Chess Scotland.

3. Membership

3.1.    Membership of Chess Scotland shall consist of three classes, namely:

3.1.1. Individual - who may be Patrons, Life members, Family members or Annual member.

3.1.2. Club - open to any chess club in Scotland.

3.1.3. Affiliate - open to leagues, congresses, tournaments and other bodies engaged in the promotion of Chess.
Constitution

4. Affiliation

4.1.    Chess Scotland shall be empowered to receive the affiliation of other Chess organisations, and to fix the terms of affiliation (including any fees or subscription) in each case. Such affiliation shall continue until terminated either by Chess Scotland or the affiliated organisation.

5. Voting

5.1.    The following are each entitled to one vote at a general meeting, subject to the additional regulations contained in 5.2 to 5.7 (i) Every Individual Member. (ii) Every named eligible individual within a Family Membership. (iii) A single nominated representative of each member Club and Affiliate organisation.

5.2.    Each member Club and Affiliate organisation may nominate a single representative to the Executive Director at least 7 days before the general meeting.

5.3.    Member voting rights, for all meetings, are not extended to: (i) Members whose membership fee is in arrears by more than 1 month at the date of the meeting. (ii) Members who have joined within 2 weeks prior to the meeting date.

5.4.    At COUNCIL, MANAGEMENT BOARD or EXECUTIVE COMMITTEE meetings, voting is restricted to members of COUNCIL or the relevant Board or Committee and each member shall have only one vote unless under circumstances defined within the appropriate Operating Procedures.

5.5.    Votes may be cast in the following ways: (i) by personal attendance at the meeting. (ii) by on-line submission via a system established on the Chess Scotland website. (iii) by proxy vote notified to the Executive Director at least 7 days beforehand. All proxy votes shall be verified and acknowledged by the Executive Director as valid and accepted.

5.6.    Proxy votes are only valid in respect of specific motions or nominations, and may not be used for purposes other than those for which the proxy is granted. Proxy votes may be transferred to support a minor amendment agreed by the original proposer (or nominated deputy).

5.7.    In the event of an equality of votes the Chairman will have a casting vote, in addition to his personal deliberative vote, to resolve the tie.
Constitution

6. Subscriptions

6.1.    Any candidate for Individual, Club or Affiliate membership must apply and must pay the prescribed fee.

6.1.1. Chess Scotland has the right to refuse membership, or to refuse renewal of membership. Reasons for refusal will be given on submission to the relevant official.

6.1.2. Chess Scotland may delegate acceptance of membership to the Membership Secretary.

6.2.    A rejected applicant may appeal this decision via the Appeals Procedure as determined by the Standards Committee.

6.3.    An annual subscription payable by Individual, Club and Affiliate organisations of Chess Scotland and as recommended by the Finance Director shall be approved by COUNCIL. These approved subscriptions may differ between the various classes of membership and in respect of different age groups or other categories defined by COUNCIL. COUNCIL is empowered to revoke the membership of any Member whose subscription is three months or more overdue and may delegate this power to the Membership Secretary.

6.3.1.    Family membership - two or more people living at the same address may hold family membership at a special rate as set by COUNCIL from time to time. Each person subscribing to a Family membership shall be deemed to be an Individual member in terms of privileges.

7. Structure of Chess Scotland

7.1.    EXECUTIVE COMMITTEE

7.1.1. The EXECUTIVE COMMITTEE shall be constituted as follows: -
- President
- Executive Director
- Finance Director
- Administration Director

7.2.    MANAGEMENT BOARD

7.2.1. The MANAGEMENT BOARD shall be constituted as follows: -
-EXECUTIVE COMMITTEE as defined in 7.1.1
- Home Director
- Home Director - Junior
- International Director
- Arbiters & Rules Director
- Scottish Championship Director
- Grading Officer
- International Director - Junior
- Marketing & Sponsorship Director

7.3.    Director Reporting Responsibilities

7.3.1. Council Members not directly constituting the members of the MANAGEMENT BOARD shall be assigned reporting responsibilities to Directors of the EXECUTIVE COMMITTEE as follows: -

7.3.2. Reporting to Administration Director
- Membership Delegates
- Affiliation Delegates
- Coaching & Training
- Disability Officer
- Youth Development Officer

7.3.3. Reporting to Executive Director
- Webmaster
- FIDE & ECU Delegates

7.3.4. Reporting to Finance Director
- Magazine Editor
- Membership Secretary

7.4.    EXECUTIVE COMMITTEE/MANAGEMENT BOARD Appointments

7.4.1. The EXECUTIVE COMMITTEE/MANAGEMENT BOARD is empowered to make appointments where specific expertise and skill sets are required. Such appointed posts shall have a vote on COUNCIL unless that person already has a vote on COUNCIL. The appointed posts include: -
- FIDE Delegate
- ECU Delegate
- Magazine Editor
- Grading Officer
- Membership Secretary
- Webmaster
- Scottish Championship Director
- Other roles as deemed necessary and with approval of COUNCIL

7.4.2. All EXECUTIVE COMMITTEE appointments shall be ratified by the MANAGEMENT BOARD prior to submission to COUNCIL

7.5.    Operating Procedures

7.5.1. All operational functions within Chess Scotland shall be satisfy the requirements relevant to their position and as laid down in appropriate Operating Procedures. The COUNCIL shall where necessary Create, Manage and ----Maintain Operating Procedures for: -
- Directors’ responsibilities
- Conduct of Meetings
- Disability Procedures
- Voting Procedures
- Selection Procedures
- Other activities as deemed necessary by the MANAGEMENT BOARD

8.    EXECUTIVE COMMITTEE/MANAGEMENT BOARD

8.1.    Powers and Duties of EXECUTIVE COMMITTEE

8.1.1. The Executive Committee addresses day-to-day issues arising in the running of the organisation until such time as a formal MANAGEMENT BOARD and/or COUNCIL Meeting can be convened.

8.1.2. To manage and implement the annual business plan and budget.

8.1.3. To oversee and run the day-to-day business of Chess Scotland and provide guidance and support to the MANAGEMENT BOARD in their operations as required.

8.2.    Powers and Duties of the MANAGEMENT BOARD

8.2.1. To create an annual business plan and budget, but may build a business plan or budget over a longer period where appropriate.

8.2.2. To manage Chess Scotland, on behalf of COUNCIL and the membership between General Meetings.

8.2.3. To recommend the strategic direction for Chess Scotland to COUNCIL.

8.2.4. To manage ad hoc committees that may then co-opt Individual members who are not COUNCIL members.

8.2.5. To fill any vacancy among Directors by appointment.

8.2.6. MANAGEMENT BOARD decisions shall be binding unless reversed by a resolution at COUNCIL, SGM or AGM.

8.2.6.1 For COUNCIL to reverse an MANAGEMENT BOARD decision a majority of all COUNCIL members is required.

9. COUNCIL

9.1.    The COUNCIL shall be constituted from members of Chess Scotland as follows: -

9.1.1. All members of the MANAGEMENT BOARD in accordance with sections 7.1 and 7.2

9.1.2. Disability Officer, Membership Delegates, Youth Development Officer, Webmaster, Coaching & Training, FIDE and ECU Delegates, Membership Secretary and other positions appointed under 7.3.1.

9.1.3. Membership Delegates to cover Clubs, Affiliates and Individuals

9.2.    Powers and Duties of COUNCIL

9.2.1. To represent the Chess Scotland membership and act on behalf of the membership at COUNCIL meetings and between General Meetings.

9.2.2. To receive and approve reports on MANAGEMENT BOARD activities.

9.2.3. To provide updates on activities of Council members to the MANAGEMENT BOARD as necessary.

9.2.4. To approve a business plan and budget over an annual, or longer, period.

9.2.5. To approve the strategic direction for Chess Scotland.

9.2.6. To approve the creation of ad hoc committees as necessary, these committees may co-opt Individual members who are not Council members where specific expertise is required.

9.3.    COUNCIL decisions shall be binding unless reversed by a resolution of an AGM or SGM
Constitution

10.    Adult and Junior Boards

10.1.    These Boards shall operate relevant to their particular area of activity and report to the MANAGEMENT BOARD. The powers and duties of the Boards are:

10.1.1. To govern their area of activity in Chess Scotland on behalf of the membership between General Meetings.

10.1.2. To input to an annual business plan and budget, or longer period as determined by the EXECUTIVE COMMITTEE.

10.1.3. Request and Manage ad hoc committees which may co-opt Individual non-Council members having a required expertise.

10.2.    Junior Board

10.2.1. The Junior Home Board will be chaired by the Home Director - Junior and include the Youth Development Officer and the International Director - Junior plus other representatives as detailed in the appropriate Operating Procedure.

10.3.    Junior International Board

10.3.1. The Junior International Board will be chaired by the International Director - Junior and include representatives as detailed in the appropriate Operating Procedure.

10.4.    Adult Board

10.4.1. The Adult Board will be chaired by the Home Director and include representatives as detailed in the appropriate Operating Procedure.

10.5.    Adult International Board

10.5.1. The Adult International Board will be chaired by the International Director and include representatives as detailed in the appropriate Operating Procedure.

10.6.    Boards may also invite any other Chess Scotland Office Bearers to attend Board meetings.

11. Property and Finances

11.1.    All heritable property or investments belonging to Chess Scotland shall be vested in the Individual members.

11.2.    No property or investments shall be purchased, sold or pledged without the consent of COUNCIL.

11.3.    An inventory and valuation of the heritable and moveable property belonging to Chess Scotland shall be constructed at the direction of the Finance Director annually, and shall be laid before the AGM.

11.4.    The Finance Director, at the direction of COUNCIL, is authorised to open and operate such bank accounts in the name of Chess Scotland as may be deemed necessary from time to time. Such decisions to be ratified at the next meeting of COUNCIL.

11.5.    The Finance Director, at the direction of COUNCIL, is authorised to arrange suitable insurances in the name of Chess Scotland as may be deemed necessary from time to time. Such decisions to be ratified at the next meeting of COUNCIL.

12. Annual General Meeting (AGM)

12.1.    There shall be an Annual General Meeting of the members of Chess Scotland the date of which shall be fixed each year by COUNCIL, but which shall not be later than the last day in August.

12.1.1. The President, or a nominated deputy, will chair the AGM under approved Standing Orders.

12.2.    A quorum shall be the lesser of ten members, or 50% of the Individual members.

12.3.    The business of the Annual General Meeting shall be:

12.3.1. To receive the Annual Report of Chess Scotland, incorporating a Statement of Accounts for the previous financial year to a date as specified in the appropriate Operating Procedure, certified by an independent assessor of the accounts.

12.3.2. To elect a President, Executive Directors, Directors and other positions from the Individual members willing to serve. The President will be elected for a 3-year term. The President may be elected for a maximum of two successive terms. Executive Directors, Directors and other appropriate positions will be appointed for a period of 2 years, with approximately 50% replaced in alternate years. There is no limitation on successive appointments of Executive Directors, Directors or other positions.

12.3.3. To elect holders of other specified posts.

12.3.4. To appoint an independent assessor of the accounts.

12.3.5. To consider motions and other proper matters raised by members in accordance with 12.7

12.4.    Voting rights of members and use of proxy votes shall be as detailed in Section 5 of this Constitution.

12.5.    The Executive Director shall give each member six weeks advance notice of the place, date and hour of the Annual General Meeting, but the meeting will not be invalidated should any member not receive advice of the meeting. It shall be deemed sufficient to publish these details on the Chess Scotland internet site.

12.6.     Nominations for elections must be received by the Executive Director in writing (including e-mail) at least three weeks before the meeting, and must be proposed and seconded by current members, and confirm the consent of the nominee to serve.

12.7.    Any proposals for consideration at the AGM must be received by the Executive Director in writing (including e-mail) at least three weeks before the meeting, and must be proposed and seconded by current members.

12.8.    The Executive Director shall publish all nominations for elections and proposals for consideration at least two weeks before the meeting. It shall be deemed sufficient to publish these details on the Chess Scotland internet site.

12.9.    Any motion amending the constitution at an Annual General Meeting shall be carried if and only if two thirds or more of the total votes cast assent thereto. Only those motions detailed in the relevant requisition, or minor amendments thereto, shall be discussed and voted upon at the AGM.

13. Special General Meeting (SGM)

13.1.    A Special General Meeting may be called for the purpose of amending this Constitution on the initiative of the President and Executive Director, COUNCIL or the EXECUTIVE COMMITTEE.

13.2.    A Special General Meeting may be called for the purpose of amending this Constitution, or removing from office and replacing any Council member, on receipt by the Executive Director or President of a requisition detailing the objects of the meeting and the motion(s) to be voted upon. Such requisition shall be signed by at least ten Individual, Club or Affiliate organisations, and shall be accompanied by a remittance determined by COUNCIL from time to time, as stated in the Operating Procedures, but not less than £100, to cover the costs of notifying members of the purpose of the meeting and of holding the meeting. This remittance may be returned in whole or in part at the discretion of COUNCIL.

13.3.    A quorum shall be the lesser of ten members, or 50% of the Individual members.

13.4.    Voting rights of members and use of proxy votes shall be as detailed in Section 5 of this Constitution.

13.5.    Any motion at a Special General Meeting shall be carried if and only if two thirds or more of the total votes cast assent thereto. Only those motions detailed in the relevant requisition, or minor amendments thereto, shall be discussed and voted upon at the SGM.

13.6.    The Executive Director is obliged to convene a properly requested SGM within 30 days of receipt of a requisition and the relevant fee. This time may be extended with the agreement of all parties.

13.7.    The Executive Director shall give two weeks’ notice to members of the holding of a Special General Meeting, but such a meeting will not be invalidated should any member not receive advice of the meeting. It shall be deemed sufficient to publish these details on the Chess Scotland internet site and where possible to contact all members by e-mail. The notice of the meeting shall include a statement of the purpose of the meeting and include details of the motion(s) to be voted on.

13.8.    A Special General Meeting may be called for the purpose of dissolving Chess Scotland following the procedure of 13.1 or 13.2

13.8.1. Should a motion to dissolve succeed, any assets would be transferred to the British Chess Federation (or equivalent organisation) in trust until such time as a new organisation in Scotland is formed.

14. Conduct of Meetings

14.1.    The Chairman of all General, COUNCIL, MANAGEMENT BOARD and EXECUTIVE COMMITTEE meetings shall normally be the President, and in his or her absence the Administration Director. Failing that the meeting shall choose its own Chairman by simple majority vote.

14.2.    All motions declared as proper by the MANAGEMENT BOARD shall be proposed and seconded by members entitled to vote at the meeting before they can be considered for inclusion on the meeting Agenda. For General, COUNCIL and MANAGEMENT BOARD meetings, the President, Executive Director and Finance Director will act as a Standing Orders Committee regarding suitability of motions for inclusion.

14.3.    All General, COUNCIL, BOARD and EXECUTIVE COUNCIL Meetings shall be recorded as draft minutes.

14.3.1. Following approval by the appropriate COUNCIL, BOARD or EXECUTIVE COMMITTEE meeting the minutes will be published within 4 weeks of the date of the meeting. It shall be deemed sufficient to publish the approved minutes on the Chess Scotland internet site.

14.3.2. For General Meetings the draft minutes will be published on the Chess Scotland internet site within 4 weeks of the meeting.

14.4.    The Chairman of the meeting shall have discretion to require a secret ballot on any matter being put to the vote. Unless otherwise stated, all votes shall be decided by simple majority vote.

15. Standards Committee

15.1.    The Standards Committee shall be responsible for disseminating and enforcing relevant ethical standards. The Chair and Members of the Standards Committee shall be appointed, normally for a three- year (renewable) term, by an Annual General Meeting.

15.2.    The Convenor of the Appeals Board shall be appointed, normally for a three-year (renewable) term, by an Annual General Meeting. The Convenor shall not be a Director of Chess Scotland. The Convenor shall co-opt at least two others to serve on the Appeals Board, who shall similarly not be Directors of Chess Scotland.