This file incorporates four documents describing the formal structure of the American Go Association:
Resolved, that the By-laws attached hereto as Exhibit A are hereby approved as the By-laws of the Corporation.
In order to give the operations of the former, unincorporated American Go Association correct legal form and status under the new American Go Association, Inc. , it is resolved that:
1. For the purposes of managing the Corporation, the U.S. is divided into three geographical Regions, namely Eastern, Central, and Western, with an elected representative from each who serves as Vice President. Chapters may request changes in their affiliation and shall be notified if their affiliation is changed.
2. The following individuals hereby are elected to the offices set
forth opposite their names to serve until their successors are elected
|Vice President, Western||Ernest Brown|
|Vice President, Eastern||Chen-Dao Lin|
|Vice President, Central||Roger White|
3. When the Board of Directors moves to fill a vacancy among Elected Officers, if the remaining term to be filled is greater than one year, a special election shall be held. In any election for President, the candidates shall provide a statement in writing: that they have read the AGA By-Laws, and that they are now and have been full AGA Members and residents of the U.S. (Region in the case of Regional Vice President) for at least one year, and either a) have been an officer for at least one year, or b) present a petition representing 1/3 of the weighted Chapter votes.
4. For the purposes of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the proper officers of the Corporation are hereby authorized to appoint all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and to make and file all necessary applications, certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein.
5. The following list of Officers are appointed to serve until their
successors are appointed and qualify:
|Membership Secretary||Chris Garlock|
|Clubs Coordinator||Roger White|
|Publications Coordinator||Roy Laird|
|Education Coordinator||Peter Schumer|
|Membership Database Manager||Samuel Zimmerman|
|International Go Federation Director||Barbara Calhoun|
|Rules Committee Chair||Terry Benson|
7. The Board resolves to define and limit the rights of Members in the following ways:
b) Full Membership shall confer all the benefits of Limited, but Full Members receive the Journal, may become candidates for U.S. representation in international tournaments, and may become AGA officers.
c) Chapter Membership Chapter Membership shall include the Journal and Newsletter, which the Chapter Club may circulate to all its members whether or not they are AGA members. Chapter Member clubs will receive in advance the agenda for each Assembly and are welcome to attend. Chapters with five or more AGA Members are entitled to vote on all major policy matters, whether in person, by proxy, or by mail ballot. Chapters shall be authorized to sell Limited Memberships.
8. Any and each of the officers of the Corporation is hereby authorized and directed to pay all fees and expenses incident to and necessary for the organization and incorporation of the Corporation. The proper officers of the Corporation hereby are authorized to file the registration forms required by the New York State Department of Law and New York Department of State, and such other registration forms as may be required by any agency of the State. The Treasurer of the Corporation shall prepare and file with the Internal Revenue Service an Application for Recognition of Exemption Under Section 501(c)(7) of the Internal Revenue Code.
9. The proper officers of the Corporation hereby are authorized and directed to do or cause to be done any and all such acts and things and to execute and deliver any and all such further documents and papers as such officer may deem necessary or appropriate to carry into effect the full intent and purpose of the foregoing resolutions.
This unanimous consent may be separately executed in two or more counterparts by the Directors of the Corporation.
In witness whereof, the undersigned have executed this Consent as of this 12th day of October, 1993.
SIGNATURES OF DIRECTORS
Barbara Calhoun Date
Chen-dao Lin Date
Roger White Date
b) Chapter - Any club or group of players which professes to support
the purposes of the Corporation may become a Chapter Member. Each
Chapter with five or more Individual Members shall designate at least
one Chapter Representative, hereinafter referred to as "Representative."
Section 3. Meetings. The Assembly shall be held at the place, time, and date as may be fixed by the President of the Corporation, at any place within or without the State of New York.
Section 4. Notice of Meetings. Notice of the place, date, and hour of the Assembly shall be given to each Chapter Representative by first class mail or by personal delivery, not less than thirty nor more than fifty days before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.
Section 5. Conduct of Meetings. The President of the Corporation shall preside at all meetings of the Chapter Representatives or, in the absence of the President, a Vice President or a Chairman elected by those present. The Secretary of the Corporation shall act as Secretary at all meetings of the Chapter Representatives and all members may attend. The President shall circulate an Agenda to all Chapter Representatives and Officers at least 30 days in advance of such meeting. Conduct of business shall be governed by Robert's Rules of Order. If any four Chapter Representatives jointly request Board consideration of a proposal at least 30 days in advance of such meeting, it shall be placed on the next Meeting Agenda.
Section 6. Quorum. At all meetings of the Chapter Representatives, a one-fourth majority of the Representatives, weighted by the number of Individual Members of their Chapters, along with any two elected officers, whether present in person, by letter, or by proxy, shall constitute a quorum for the transaction of business.
Section 7. Voting.
At any meeting of the Chapter Representatives, each Representative
present shall be entitled to one vote for each ten Individual Members
of their Chapter (rounded to the nearest ten, e.g. 5 to 14 Members
- 1 vote, 15 to 24 Members - 2 votes, etc.) After any resolution vote,
any Chapter Representative or his proxy may demand a Chapter Veto Vote,
tallied by a count of one vote per qualifying Chapter. Voting by proxy
shall be permitted. Upon demand of any person entitled to vote, any
vote upon any question before the meeting shall be by ballot. Except
in votes for election of officers, each elected officer shall be entitled
to cast one vote apiece.
Section 2. Designation and Term of Office. Directors may elect new Directors by a majority vote, with the advice and consent of the Assembly of Chapter Representatives, for a maximum term of four years. Alternatively, a petition signed by ten percent of the Individual Members will serve to designate one Director, who may not be recalled except for gross negligence for two years after appointment. After such appointment by petition, the same Members' signatures on further petitions shall not be used for the purpose of appointing other Directors for a period of two years. Directors shall be at least eighteen years of age and need not be residents of New York State.
Section 3. Removal. Any Director may be removed for cause by a majority of the entire Board of Directors. Directors may also be removed by a weighted ballot vote of two-thirds of the Chapter Representatives. Such a removal vote must be initiated by at least four Chapter Representatives or by a petition signed by fifty Individual Members.
Section 4. Meetings. The Annual Meeting of the Board of Directors shall be held at the place, time, and date as may be fixed by the Board of Directors, or, if not so fixed, as may be determined by the President of the Corporation, at any place within or without the State of New York. Special meetings of the Directors may be called by the President and shall be called by the President or Secretary at the direction of not less than two Directors then in office, or as may otherwise be provided by law. Any request for such meeting shall state the purpose or purposes of the proposed meeting. Meetings may be held by telephone conference or other electronic means, as directed by the Board of Directors or the President and stated in the notice of meeting.
Section 5. Notice of Meetings. Notice of the place, date, and hour of the annual meeting shall be given to each Director and Officer by mail or by personal delivery, not less than ninety nor more than one hundred fifty days before the date of the meeting. Notice of the place, date, and hour of other meetings shall be given to each Director and Officer by mail or by personal delivery, not less than fourteen nor more than ninety days before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 6. Quorum. At all meetings of the Directors, a majority of the Directors, present in person, by letter, or by proxy, shall constitute a quorum for the transaction of business.
Section 7. Conduct of Meetings. The Board shall elect a Chairperson who will preside at meetings. The Secretary of the Corporation shall act as Secretary at all meetings of the Board, but in the absence of the Secretary, the presiding Chairperson may appoint any person to act as Secretary of the meeting. The President of the Corporation or at least one Vice President shall be present at all meetings of the Board. All Members may attend Annual Meetings of the Board; all Officers may attend other meetings of the Board.
Section 8. Voting. Voting by proxy shall be permitted. Upon demand of any person entitled to vote, any vote upon any question before the meeting shall be by ballot.
Section 9. Action by the Board. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation either before or after the action is taken, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Directors and the written consents shall be filed with the minutes of the proceedings of the Board of Directors. A Director may participate in a meeting of Directors by a conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
Section 10. Compensation.
Directors shall not receive any stated salaries for their services
as Directors, except that the Directors may receive reimbursement of
expenditures reasonably incurred on behalf of activities for the benefit
of the Corporation.
Section 2. Election and Term of Office. The President and Vice Presidents shall be elected by mail ballot for a term of two years. A majority of the weighted Chapter votes tendered shall determine the winner. If no candidate has a majority, there shall be a runoff between the top two candidates. Only Chapters in that Region may vote in the election of the Vice President for that Region. All other officers shall be appointed by the President, subject to the approval of the Board of Directors.
Section 3. Removal. Any elected officer may be removed by a two-thirds vote of the Chapter Representatives. Any elected officer may be suspended from duty for cause by a two-thirds majority vote of the entire Board of Directors. Votes for removal by the Chapter Representatives must be initiated by at least six Representatives in the case of President and by four Representatives, with at least one from each of three Regions, in the case of Vice President. An officer may resign by written notice to the President. The resignation shall be effective upon its receipt or at a subsequent time specified in the notice of resignation. The Directors shall have power to fill any vacancies in any elected offices occurring from whatever reason.
Section 4. Compensation. Officers may recieve reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation. With the explicit consent of both the National Assembly and the Board of Directors, the officers of the Corporation may receive stated salaries for their services.
Section 5. President. The President shall have the general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation, and subject to the approval of the Board of Directors. The President shall preside at all meetings of the Chapter Representatives and of the Board of Directors; shall have general supervision of the affairs of the Corporation; shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Directors; and, in general, shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors, the President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.
Section 6. Vice Presidents. The Vice Presidents in the order designated by the 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 the Board of Directors shall prescribe.
Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and the Chapter Representatives and record all votes and the minutes of all proceedings. The Secretary shall give, or cause to be given, notice of all meetings of the Directors and the Chapter Representatives for which notice may be required, and shall perform such other duties as may be prescribed by the President. The Secretary shall execute with the President all authorized conveyances, contracts, or other obligations in the name of the Corporation except as otherwise directed by the Directors.
Section 8. The Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in records which shall belong to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the President. The Treasurer shall render to the President and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all his or her transactions as Treasurer of the financial condition of the Corporation. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer, and such other duties as shall from time to time be assigned by the President or the Board of Directors. Annually, at a meeting of the Board of Directors, the Treasurer shall present a report showing in appropriate detail:
(2) the principal changes in assets and liabilities during that fiscal period;
(3) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes, for that fiscal period; and
(4) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period.
The report shall be filed with the minutes of a meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or to the Attorney General of the State of New York which includes the information hereinabove specified. The Treasurer shall, if required by the Board of Directors, give the Corporation such security for the faithful performance of his or her duties as the Board of Directors may require.
Section 9. Assistant Secretaries. The Assistant Secretaries (in the order designated by the President), in the absence of the Secretary, shall perform the duties and exercise the powers of Secretary and shall perform such other duties as the President shall prescribe.
Section 10. Assistant Treasurers. The Assistant Treasurers (in the order designated by the President), in the absence of the Treasurer, shall perform the duties and exercise the powers of Treasurer and shall perform such other duties as the President shall prescribe.
Section 11. Other Officers. The President may appoint other operating officers to fulfill various duties of the corporation.
Section 12. Employees and Other Agents.
The President may appoint from time to time such employees and other
agents as he or she shall deem necessary, each of whom shall hold office
during the pleasure of the President, and shall have such authority
and perform such duties and shall receive such reasonable compensation,
as the President may from time to time determine.
Section 2. Term of Office. Each member of a committee shall continue as such until the annual Assembly, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof, or unless such member resign with appropriate notice.
Section 3. Rules.
Each committee may adopt rules for its own government not inconsistent
with these By-Laws or with rules prescribed by the Board of Directors.
Section 2. Investments.
The funds of the Corporation may be retained in whole or in part in
cash or be invested and reinvested from time to time in such property,
real, personal, or otherwise, including stocks, bonds, or other securities,
as to the President may seem desirable.
SIGNATURES OF DIRECTORS
Barbara Calhoun Date
Chen-dao Lin Date
Roger White Date
American Go Association, Inc,
President - 2 year term
Assembly of Chapter Representatives
Executive Committee - 4 elected Officers + 5 other Officers
American Go Association, Inc.
Regional Vice President Executive Committee, vote
Publications Coordinator Executive Committee, vote
Membership Secretary Executive Committee, vote
Treasurer Executive Committee, vote
Secretary Executive Committee, no vote
IGF Director Executive Committee, vote
Rules Committee Chair
Membership Database Manager
Formatted in HTML by Fred Hansen using Andrew's `ez2html' application.