Annual Meeting. An Annual Meeting of the “members” of the Boylston Chess Foundation, Inc. (the “Foundation”) shall be held each year during the month of October. The meeting may be conducted in person or in a hybrid format, as determined by the Board of Directors. The Clerk of the Foundation shall email an announcement of the meeting to each member on the Foundation’s email list and shall post the announcement on the Foundation’s website not less than one week before the meeting. The announcement shall include information regarding participation in the meeting and the voting procedures.
Nominations. At the Annual Meeting, the members shall consider and vote upon nominees to serve as Directors and/or Officers of the Foundation. Nominations may be made by the Board of Directors, by any member, or by a member nominating themselves. Nominations may be made in advance or during the Annual Meeting. Nominations from the floor shall be permitted during the Annual Meeting.
Eligibility to Vote. Only members of the Foundation who are in good standing when the Annual Meeting begins, and who have been members for at least one month at any time prior to the date of the Annual Meeting, may vote on nominees for Directors and Officers. Only eligible members who are actually participating in the Annual Meeting, either physically or remotely, may vote. Members who are not participating in the Annual Meeting shall not be entitled to vote.
Quorum. The presence or participation at the Annual Meeting of 10% of the members eligible to vote at the meeting pursuant to item 3 shall constitute a quorum. Members participating remotely shall be considered present for quorum determination.
Voting. Eligible members will vote upon nominees only during the Annual Meeting. Eligible members participating in person may vote either by paper ballot or through the online voting system designated by the Board. Eligible members participating remotely shall vote through the designated online voting system.
The online voting system shall be configured to permit the Foundation to verify voter eligibility, limit each eligible member to one vote, and maintain the anonymity of individual ballots. Each eligible member voting online shall receive a unique voting credential for use during the Annual Meeting. Voting credentials shall be distributed only to eligible members who are participating in the Annual Meeting and shall not be distributed in advance.
A member who votes by paper ballot shall not also vote online. Paper ballots shall be anonymous and shall not require the voting member’s name or other identifying information.No Proxy Voting. Voting by proxy is not permitted. No member may cast a vote on behalf of another member.
Administration of Voting. The Board of Directors may designate one or more individuals to administer the voting process and may establish reasonable procedures for verifying eligibility, distributing online voting credentials, issuing and collecting paper ballots, and preventing duplicate voting. Individuals administering the election shall not record or otherwise retain information identifying how an individual member voted.
Results of Vote. The results of the member vote, including votes cast by paper ballot and through the online voting system, shall be tabulated and submitted to the Board of Directors as a non-binding recommendation of the members. The member vote shall not itself constitute the election or appointment of any Director or Officer.
Election by Board of Directors. Immediately following the Annual Meeting of the members, the outgoing Board of Directors shall meet to elect the new Directors and Officers of the Foundation in accordance with the By-Laws of the Foundation, taking into consideration the recommendations of the members.