CHESS SOUTH AFRICA - DOC by osa18898

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									                             CHESS SOUTH AFRICA
                                     CONSTITUTION

1.     NAME

       1.1.       The name of the Association is and shall be:

                  CHESS SOUTH AFRICA.

       1.2.       The abbreviated name of the Association is and shall be:
                  CHESSA.

2.     STATUS

       2.1.       CHESSA is a voluntary association of members joined
                  together in the pursuit of its main objects as described herein.

       2.2.       CHESSA is a separate juristic entity capable of suing and
                  being sued in its own right and name and shall have existence
                  independent of its members and office bearers with perpetual
                  succession and with the capacity to acquire rights and incur
                  obligations and hold assets in its own name and distinct from
                  that of its members.

3.     INTERPRETATION

       3.1.       In this Constitution, unless the context requires otherwise, the
                  following words shall have the following meanings:

                  3.1.1.     Chess:               The      game     or   sport     of    chess,
                                                  whether played in the presence of
                                                  the      opponent      or   by        way   of
                                                  correspondence or by means of the
                                                  Internet     or     computer          software
                                                  programs or otherwise.




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                  3.1.2.     Chess Union:         A regional chess body established in
                                                  a province or part of a province for
                                                  the purpose of organising and co-
                                                  ordinating chess activities in that
                                                  region.

                  3.1.3.     FIDE:                The World Chess Federation known
                                                  as Fédération Internationale des
                                                  Échecs,     being          the     supreme
                                                  controlling body of chess at global
                                                  and continental levels.

                  3.1.4.     Province:            One of the nine geographical areas
                                                  as identified in section 103 of the
                                                  Constitution of the Republic of South
                                                  Africa, 1996.

                  3.1.5.     SASCOC:              The       South       African          Sports
                                                  Confederation          and         Olympic
                                                  Committee, being the controlling
                                                  body for high performance sport in
                                                  South Africa.

                  3.1.6.     South Africa:        The Republic of South Africa unless
                                                  otherwise         stated         and      the
                                                  abbreviations “SA” and “RSA” shall
                                                  have the same meaning.

       3.2.       Unless the context otherwise requires, any words importing
                  the singular number only shall include the plural number and
                  vice versa, and words importing any one gender shall include
                  the other gender.




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4.     MAIN BUSINESS

       4.1.       The main business of CHESSA is to act as the controlling
                  body of chess in South Africa.

       4.2.       CHESSA holds membership of FIDE as the recognised and
                  only controlling body for chess in South Africa and shall
                  control and enforce the playing rules of FIDE for chess in
                  South Africa.

       4.3.       No member shall establish or maintain contact with FIDE or
                  any other international chess body without the knowledge and
                  approval of CHESSA.

       4.4.       CHESSA shall maintain membership of SASCOC and any
                  other bodies established by Government or sporting codes to
                  govern sport in South Africa.

       4.5.       CHESSA may affiliate with any other body or sporting code
                  with similar aims with a view to enhancing the interests and
                  status of chess within South Africa.




5.     MAIN OBJECTS

       The main objects of CHESSA shall be:

       5.1.       To coordinate, administer and promote chess as a sport,
                  recreational and educational activity in South Africa and foster
                  a spirit of healthy competition among players of all races,
                  gender and ages.




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       5.2.       To coordinate, administer and promote chess in a non-
                  discriminatory and democratic way, providing equal rights and
                  opportunities to all chess players, administrators, managers,
                  arbiters, coaches and tournament directors throughout South
                  Africa.

       5.3.       To represent its members and to promote and advance the
                  interests of its members.

       5.4.       To create, build and maintain communities of chess players
                  throughout South Africa and to encourage the active
                  involvement       of    volunteers       in   the   administration   and
                  management of chess.

       5.5.       To cooperate with other chess organisations, on a local,
                  regional, provincial, national and international level.

       5.6.       To increase the number of chess unions and individuals
                  registered with CHESSA, particularly among schools and
                  previously disadvantaged communities.

       5.7.       To encourage the appointment of coaches in schools and on
                  private and public levels in South Africa.

       5.8.       To assist at all levels with the organisation and administration
                  of chess.

       5.9.       To facilitate the involvement of South African players and
                  teams in international tournaments and championships.

       5.10.      To select players to represent South Africa in international
                  competition and decide upon the nature, award and protection
                  of national and other colours.




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       5.11.      To develop South Africa as the foremost chess-playing nation
                  in Africa.

       5.12.      To organise or facilitate national championships for senior,
                  junior and women players;

       5.13.      To establish and maintain a national rating bureau, to develop
                  a national rating system and to have all tournaments rated
                  subject to financial constraints.

       5.14.      To approve venues and facilities for national and international
                  events which are administered under the auspices of
                  CHESSA and FIDE.

       5.15.      To keep an up-to-date national database of all chess players
                  in South Africa, whether they are individually registered with
                  CHESSA or not.

       5.16.      To actively market the sport of chess in South Africa and to
                  increase the awareness of the public of chess as a social,
                  recreational and educational activity.

       5.17.      To further chess education in South Africa and to make funds
                  available for chess literature and chess studies.

       5.18.      To hear and decide appeals against the decisions of its
                  members and to resolve disputes between any-one involved
                  in chess in South Africa.

6.     ORDINARY MEMBERSHIP

       6.1.       Ordinary membership of CHESSA shall consist of and be
                  limited to chess unions who become members upon:




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                  6.1.1.     approval by the National Council of an application for
                             membership;

                  6.1.2.     adoption of a constitution acceptable to the National
                             Council;

                  6.1.3.     proof of the democratic election of the office bearers
                             of the chess union; and

                  6.1.4.     proof    of    the   number   of   active   chess-playing
                             individuals residing within the region of the chess
                             union.

       6.2.       The National Council may determine from time to time the
                  requirements for a successful application for membership,
                  including but not limited to requiring a minimum number of
                  active chess-playing individuals within the region of the chess
                  union.

       6.3.       Approval of applications for membership is further dependent
                  upon the chess union concerned being viable, having
                  sufficient resolve for development and being able to contribute
                  in a responsible manner to the expansion of chess in South
                  Africa, with its office bearers being individually registered with
                  CHESSA.         In the event of the Executive Board deciding that
                  there is not sufficient evidence of the aforegoing in the case of
                  a chess union applying for membership, the Executive Board
                  may require that the activities of the chess union concerned
                  be evaluated during a fixed period not exceeding 12 months
                  and during this period of evaluation the application for
                  membership may not be considered for approval by the
                  National Council.




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       6.4.       The National Council shall fix the fees payable by chess union
                  members from time to time.

       6.5.       The rights and obligations of a chess union member shall not
                  be transferable and every chess union member shall be jointly
                  liable with all the other chess union members for all
                  expenditure incurred in connection with CHESSA, insofar as
                  third parties are concerned, provided that such liability shall be
                  limited to the fees due by the chess union member and any
                  special levy prescribed by the National Council, from time to
                  time.

       6.6.       A chess union member that fails to pay the required fees, or
                  refuses to comply with the decisions of the National Council,
                  or fails to meet the minimum requirements for active chess-
                  playing individuals within its region, may be suspended from
                  membership and lose its accompanying privileges until the
                  situation is regularised to the satisfaction of the National
                  Council.

       6.7.       The National Council shall be entitled to terminate the
                  membership of a chess union member in the event that the
                  National Council has resolved to do so by a two-third majority
                  of its members, excluding the representatives of the chess
                  union member concerned. The representatives of the chess
                  union member concerned shall be entitled to make full
                  representations to the National Council prior to the voting on
                  the resolution.

7.     ASSOCIATE MEMBERSHIP




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       7.1.       Associate membership of CHESSA shall consist of and be
                  limited to the following:

                  7.1.1.     associated chess bodies, that is governing bodies
                             established for the purpose of organising and
                             coordinating chess activities of a certain type, or
                             amongst special groups of players with special
                             needs, in South Africa as a whole;

                  7.1.2.     provincial chess bodies, that is a body consisting of
                             more than one chess union within a Province
                             associated with each other for the special and
                             specific purpose of liaison and communication with
                             the sporting codes of that Province and the
                             Department of Sport for that Province.

       7.2.       Associate members will enjoy the same rights and privileges
                  of membership as chess union members, including the right to
                  be represented and to vote at meetings of the National
                  Council, but without a right to vote in the election of the
                  Executive Board.

       7.3.       The provisions of Articles 6.1 – 6.7 shall apply mutatis
                  mutandis to associate members.

8.     REGISTRATION OF PLAYERS AND OTHER INDIVIDUALS

       8.1.       Chess players, and other individuals interested in obtaining
                  registration with CHESSA, shall register and pay the
                  determined subscription fees on an annual basis.




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       8.2.       In his annual registration form the player or other individual
                  shall agree to adhere to the Code of Conduct, for players and
                  other     individuals,     including     the   prescribed   disciplinary
                  procedure, as well as the policy, rules and procedures
                  prescribed by CHESSA from time to time.

       8.3.       A registered player will be allowed to play in regional and
                  national team championship events for the chess union as
                  was indicated on the registration form for the then current
                  year.

9.     THE NATIONAL COUNCIL

       9.1.       Supreme governing body

                  9.1.1.     Management and control of CHESSA is vested in the
                             National Council which is the supreme governing
                             body and highest decision-making authority of
                             CHESSA.

                  9.1.2.     The National Council may delegate its powers and
                             functions to officials of CHESSA or to committees
                             appointed by it or by the Executive Board to meet its
                             aims and objects.

                  9.1.3.     Between meetings of the National Council, the
                             Executive Board shall act on behalf of the National
                             Council.      In so doing, the Executive Board shall not
                             be permitted to take decisions which are contrary to
                             the policies of the National Council.

       9.2.       Composition of the National Council




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                  The National Council shall consist of -

                  9.2.1.     members of the Executive Board;

                  9.2.2.     the nominated representative, or his alternate, for
                             each chess union member;

                  9.2.3.     the nominated representative, or his alternate, for
                             each associate member.

       9.3.       Each chess union member and each associate member shall
                  nominate one natural person to take a seat and represent that
                  member in the National Council.

       9.4.       Each chess union member and each associate member shall
                  nominate an alternate person to represent that member at any
                  meeting of the National Council in the event of the
                  unavailability of its ordinary representative.

       9.5.       Every natural person entitled to take up his seat in the
                  National Council will be known and referred to as a Councillor.

       9.6.       Every councillor shall be required to be a CHESSA registered
                  player or other individual.

       9.7.       No chess union member or associate member may appoint a
                  proxy for its councillor, or his alternate. In the absence of both
                  the nominated representative, and his alternate, at a meeting
                  of the National Council, other representatives of that chess
                  union member or affiliate member may attend the meeting, but
                  will have no right to vote for or against any resolution.




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       9.8.       If no councillor has been nominated to represent a particular
                  region of South Africa, then the National Council may appoint
                  a person to represent that region on the National Council.
                  Such an appointed representative shall have deliberative
                  rights, but no vote.

       9.9.       Without prejudice to the councillor’s right to be fully informed
                  of all matters relating to the National Council, each chess
                  union member and affiliate member shall appoint a person,
                  hereinafter called the contact person of the body concerned,
                  through whom all official communication between CHESSA
                  and that body shall take place and furnish the General
                  Secretary of CHESSA with the name, address, telephone and
                  fax numbers of that person.

       9.10.      A councillor shall be deemed to have vacated his office as
                  such upon his:

                  9.10.1. estate being sequestrated, whether provisionally or
                             finally, or him surrendering his estate;

                  9.10.2. conviction for any offence involving dishonesty;

                  9.10.3. becoming of unsound mind or incapable of managing
                             his affairs;

                  9.10.4. resigning from office in writing delivered to the
                             National Council;

                  9.10.5. death;




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                  9.10.6. being removed by office by a special resolution of the
                             chess union member or associate member that
                             appointed him;

                  9.10.7. he and his alternate is absent from three consecutive
                             meetings of the National Council    without leave of
                             absence;

                  9.10.8. being disqualified to act as a director of a company in
                             terms of South African company legislation;

                  9.10.9. the chess union member or associate member
                             represented by him ceasing to be a member of
                             CHESSA.

       9.11.      Anything done in the capacity of a councillor in good faith, by
                  a person who ceases to be a councillor, shall be valid until the
                  fact that he is no longer a councillor has been recorded in the
                  minute book of the National Council.

       9.12.      Upon any vacancy occurring in the National Council prior to
                  the end of the period of the tenure of a councillor, except a
                  vacancy on the Executive Board, the vacancy in question may
                  be filled by a person nominated by the chess union member or
                  affiliated member concerned.

10.    FUNCTIONS AND POWERS OF THE NATIONAL COUNCIL

       10.1.      Subject to the express provisions of this Constitution and its
                  policy, rules and procedures in force from time to time, the
                  National Council shall have full powers in the management
                  and direction of the business affairs of CHESSA and, save as




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                  may be expressly provided in this Constitution, may exercise
                  all such powers of CHESSA and do all such acts on behalf of
                  CHESSA, as may be exercised and done by CHESSA itself.

       10.2.      Without limiting the generality of the above, the National
                  Council shall have the following specific functions and powers:

                  10.2.1. To determine the policy of CHESSA for the execution
                             of which the Executive Board shall be responsible;

                  10.2.2. To ratify the rules and procedures as contemplated in
                             Article 16 hereunder;

                  10.2.3. To fix conditions and fees for membership of
                             CHESSA and to establish criteria for the classification
                             of players as junior, adult or senior, as required by
                             FIDE;

                  10.2.4. To consider and approve or reject applications for
                             membership of CHESSA and to deal with the conduct
                             of members and registered individuals at all levels,
                             including      expulsion      from   membership    and
                             cancellation of registration;

                  10.2.5. To appoint a delegate to the general assembly of
                             FIDE, this delegate to hold registration with CHESSA,
                             but need not necessarily be a councillor. The term of
                             appointment shall be two years.

                  10.2.6. To elect at the second meeting of each odd-
                             numbered year, the President of CHESSA and the
                             Executive Board as set out in Article 13 hereunder.




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       10.3.      Without limiting the generality of the above, the National
                  Council is empowered on behalf of CHESSA:

                  10.3.1. To purchase, lease, exchange, hire or otherwise
                             acquire any movable and/or immovable property,
                             which may be deemed necessary or convenient for
                             any of the purposes of CHESSA;

                  10.3.2. To       employ      such        staff   and/or   agents   and/or
                             consultants as may be required from time to time on
                             such terms as it may determine, and to remunerate
                             such persons and/or entities by way of cash and/or
                             otherwise as the National Council may deem fit;

                  10.3.3. To        solicit    and     accept       donations,   bequests,
                             contributions and subscriptions for the funds of
                             CHESSA from within as well as outside the borders of
                             the Republic of South Africa;

                  10.3.4. To improve, manage, develop, exchange, let or lease,
                             mortgage, sell, dispose of, or otherwise deal with all
                             or any part of the property and rights of CHESSA;

                  10.3.5. To invest the monies and assets of CHESSA not
                             immediately required with a registered financial
                             institution as defined in the Financial Services Board
                             Act, 1990;

                  10.3.6. To borrow or raise money in such manner as
                             CHESSA shall deem fit and in particular to secure the
                             repayment of any money so borrowed, by means of




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                             pledge, charge or lien upon the whole or any part of
                             CHESSA’s property or assets;

                  10.3.7. To operate banking accounts and to draw, accept,
                             endorse and discount cheques, as well as other
                             negotiable documents and/or instruments;

                  10.3.8. To enter into any arrangements with any State
                             Authority or other Authority or any corporation,
                             company, society, organisation, entity or person that
                             may be conducive to the objects of CHESSA;

                  10.3.9. To pay all or any expenses incurred in connection
                             with the promotion and functioning of CHESSA;

                  10.3.10. To promote any other trust, company or concern, for
                             the purpose of acquiring all or any of the property
                             and/or undertaking any of the liabilities of CHESSA;

                  10.3.11. To amalgamate with any other foundation, institution,
                             society or trust having the same or similar objects to
                             those of CHESSA;

                  10.3.12. To purchase or otherwise acquire and undertake all
                             or any part of the property, assets, liabilities and
                             engagements of any one or more of the associations,
                             institutions, societies, or trusts with which CHESSA is
                             authorised to amalgamate;

                  10.3.13. To transfer the property, assets, liabilities and
                             engagements of CHESSA or any of them, to and in
                             favour of any one or more of the companies,




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                             institutions, societies of associations with which
                             CHESSA is authorised to amalgamate;

                  10.3.14. To ensure and protect the interests and property of
                             CHESSA and by obtaining the necessary insurance
                             policies from a registered insurance company;

                  10.3.15. To charge special levies or fees to chess union
                             members and associate members;

                  10.3.16. To institute proceedings in any competent Court or
                             Tribunal and employ attorneys and/or advocates to
                             institute or defend any proceedings by or against
                             CHESSA and to sign all documents for and on behalf
                             of CHESSA to enable it to conduct legal proceedings;

                  10.3.17. To finance litigation and other legal costs, either in
                             the name of CHESSA or in the name of one or more
                             of the chess union members and/or affiliate members;

                  10.3.18. To do all such things as may be deemed incidental or
                             conducive to the attainment of the above objectives
                             or any of them, provided that CHESSA shall not carry
                             on any business, including inter alia, ordinary trading
                             operations in the commercial sense, speculative
                             transactions, dividend-stripping activities, as well as
                             the letting of properties on a systematic or regular
                             basis.

       10.4.      Notwithstanding anything herein contained, it is recorded that:




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                  10.4.1. CHESSA’s income and property are not distributable
                             to its chess union members or associate members or
                             office bearers except as reasonable compensation for
                             services rendered or upon dissolution in terms of this
                             Constitution;

                  10.4.2. chess union members or associate members or office
                             bearers have no rights in the property or other assets
                             of CHESSA solely by virtue of their being members or
                             office bearers;

                  10.4.3. CHESSA is a non-profit organisation and will not
                             carry on any business, undertaking or trading activity,
                             save to the extent permitted in terms of section 30 of
                             the Income Tax Act, 1962;

                  10.4.4. CHESSA shall not have any authority to contract on
                             behalf of any chess union member or associate
                             member or to bind the credit of any chess union
                             member or associate member;

                  10.4.5. CHESSA’s financial transactions shall be conducted
                             by means of a banking account or banking accounts
                             opened and maintained at the direction of the
                             National Council.

11.    MEETINGS OF THE NATIONAL COUNCIL

       11.1.      Ordinary meetings

                  11.1.1. The National Council shall hold at least two ordinary
                             meetings in each calendar year.




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                  11.1.2. The first ordinary meeting of each year shall be held
                             by no later than 30 April of that year.

                  11.1.3. The period between the two ordinary meetings shall
                             not be less than five months or longer than eight
                             months.

       11.2.      Special meetings

                  11.2.1. A special meeting of the National Council shall be
                             held when requested by:

                             (a) at least one-half of the councillors; or

                             (b) at least five members of the Executive Board.

                  11.2.2. The reasons for the special meeting shall accompany
                             the request.

                  11.2.3. Special meetings shall take place within 35 days of
                             the date on which the request reaches the General
                             Secretary.

       11.3.      The dates and venues of meetings of the National Council
                  shall be fixed by the Executive Board. Councillors shall be
                  given 30 days’ notice of both ordinary and special meetings.

       11.4.      Except when the National Council decides otherwise, as in the
                  case of motions to amend the Constitution whereby a two-
                  thirds majority is required, a simply majority vote shall be
                  adequate to carry a motion.

       11.5.      Every player or other individual registered with CHESSA shall
                  be allowed to attend meetings of the National Council as an




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                  observer and may speak with the approval of the chairperson,
                  which approval shall be sought at the commencement of the
                  meeting.

       11.6.      Quorum at meetings of the National Council

                  A meeting of the National Council shall be quorate if:

                  11.6.1. at least one-half of the councillors are present; or

                  11.6.2. if a meeting of The National Council of which proper
                             notice has been given is inquorate, the meeting may
                             still be held, but all decisions taken at such inquorate
                             meeting shall require confirmation according to the
                             procedure set out in Article 11.8 below.

       11.7.      Voting on the National Council

                  11.7.1. Each member of the Executive Board shall have one
                             vote.

                  11.7.2. Each other councillor shall exercise one vote on
                             behalf of the member which he represents;

                  11.7.3. The president of CHESSA, or in his absence, the
                             chairperson of the meeting of the National Council,
                             shall have a casting vote in the event of a deadlock.

       11.8.      Confirmation of decisions at inquorate meeting

                  Motions passed at an inquorate meeting of the National
                  Council shall require confirmation by the procedure set out
                  below:




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                  11.8.1. The General Secretary shall notify every absentee
                             councillor of the motions which were adopted at the
                             meeting and the name of the proposer and seconder
                             of each such motion.          These notifications shall be
                             despatched within ten (10) working days of the
                             meeting.

                  11.8.2. Each absentee councillor thus notified shall, for each
                             of the motions concerned record either an abstention
                             or a vote for or against the motion. The absentee
                             councillor shall return his record of his voting to the
                             General Secretary within 14 days of receiving the
                             notification.

                  11.8.3. A motion shall be confirmed if the total number of
                             votes cast in favour of it at the meeting, together with
                             those cast in terms of the above procedure, is at least
                             one-half of the total votes plus one, of the available
                             votes of the National Council at the time of the
                             meeting.

12.    THE EXECUTIVE BOARD

       12.1.      Powers

                  12.1.1. The administrative functions of CHESSA shall be the
                             responsibility of the Executive Board. In addition, the
                             Executive Board shall deal with any matters referred
                             to it by the National Council and shall report to the
                             National Council;




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                  12.1.2. The Executive Board shall decide on the executive
                             structures and administrative procedures of CHESSA
                             as may be required from time to time.

                  12.1.3. The Executive Board shall have the power to co-opt
                             additional members and create additional portfolio/s
                             as it deems fit.

       12.2.      Composition

                  The Executive Board shall be composed of the following
                  portfolios:

                  12.2.1. President;

                  12.2.2. Vice-president;

                  12.2.3. Executive Director;

                  12.2.4. General Secretary;

                  12.2.5. Treasurer;

                  12.2.6. Development Officer;

                  12.2.7. Registration and Ratings Officer;

                  12.2.8. Immediate Past President;

                  12.2.9. Director of Youth Chess;

                  12.2.10. One additional member.

       12.3.      Vacancies




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                  12.3.1. If the position of President is vacated, the Vice-
                             President shall vacate his position and become acting
                             President of CHESSA until the next meeting of the
                             National Council.

                  12.3.2. A vacant position on the Executive Board, other than
                             the Executive Director, shall be filled by the Executive
                             Board either from amongst its other members or by
                             appointment of a person not then on the Board.

                  12.3.3. If the position of Executive Director is vacated, a
                             special meeting of the National Council shall be
                             called for the purpose of electing a suitable candidate
                             to take up the position until the next official election.
                             The Vice-president shall hold office and fulfil the
                             duties of the Executive Director in the interim period.

                  12.3.4. If      the    National     Council   does   not   ratify   the
                             appointments by the Executive Board as stipulated in
                             12.3.2, it shall make an appointment to the vacant
                             positions, this being approved by a simple majority of
                             those present.

                  12.3.5. An acting president of CHESSA, if ratified by the
                             National Council shall be given the title of President
                             of CHESSA.




       12.4.      The functions of the President




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                  12.4.1. The President shall chair the management committee
                             of the Executive Board, comprising of the President,
                             the Vice-President, the Executive Director, the
                             General Secretary and the Treasurer.

                  12.4.2. The President shall liaise with FIDE and other
                             international chess bodies, if and when the need
                             arises.     The Executive Board shall support the
                             President administratively and develop a budget to
                             assist financially in terms of policy laid down by the
                             National Council in this regard.

                  12.4.3. The President shall liaise with SASCOC, the
                             Government Departments of Education and Sport &
                             Recreation and any other national sport bodies
                             appointed by Government to develop sport, as
                             required.

                  12.4.4. The President shall refer administrative matters to the
                             management           committee     timeously.       The
                             management committee shall deal with such matters
                             in the appropriate fashion.

                  12.4.5. The President may delegate any of the above duties
                             to a member of the Executive Board subject to
                             ratification by the National Council at the next
                             meeting, or by means of other speedier ways of
                             communication           and   decision     should   the
                             circumstances demand it.

       12.5.      The functions of the Vice-president




As amended in Houghton, Johannesburg on 2 September 2006
                                             24

                  12.5.1. The Vice-president shall assume the powers and
                             duties of the President in the absence of the
                             President, or his inability or refusal to act as
                             President.

                  12.5.2. The Vice-president shall be required to be an active
                             member of the management committee and perform
                             duties as delegated and approved by the Executive
                             Board.

       12.6.      The functions of the Executive Director

                  12.6.1. The Executive Director shall manage, with the
                             assistance of the other members of the Executive
                             Board, all internal affairs of CHESSA, as well as
                             external affairs referred to the Executive Board by the
                             National Council or by the President.

                  12.6.2. The Executive Director shall report to the National
                             Council at least twice a year at the scheduled
                             meetings of the National Council.

       12.7.      The functions of the General Secretary

                  12.7.1. The General Secretary shall, in consultation with the
                             management committee, make proper arrangements
                             for meetings of the Executive Board and the National
                             Council. This shall include the securing of suitable
                             venues and the distribution, in good time, of notices,
                             agendas and other documents relevant to the
                             meetings concerned.




As amended in Houghton, Johannesburg on 2 September 2006
                                             25

                  12.7.2. The General Secretary shall be responsible to
                             maintain accurate minutes of all meetings of the
                             Executive Board and National Council and to arrange
                             for their distribution to the members of those bodies.

                  12.7.3. The General Secretary shall receive and answer
                             official CHESSA correspondence and refer such
                             correspondence to the Executive Board and maintain
                             a permanent file of correspondence.

                  12.7.4. In addition to the aforegoing, the General Secretary
                             shall have such other duties and responsibilities as
                             may be approved by the Executive Board or specified
                             by the Executive Director from time to time.

       12.8.      The functions of the Treasurer

                  12.8.1. The Treasurer shall receive and make payments on
                             behalf of CHESSA.

                  12.8.2. The Treasurer shall maintain suitable financial
                             records for CHESSA.

                  12.8.3. The Treasurer shall present to the Executive Board
                             and the National Council at their first meetings after
                             31 March each year, an audited financial report of the
                             previous financial year.

                  12.8.4. The Treasurer shall take responsibility for the
                             administration of all financial matters arising from this
                             Constitution in a timeous and efficient manner.




As amended in Houghton, Johannesburg on 2 September 2006
                                             26

                  12.8.5. The Treasurer shall ensure the maintenance of
                             financial propriety at all levels in the use of CHESSA
                             funds and specifically report on budget variances.

       12.9.      The functions of the Development Officer

                  12.9.1. The Development Officer shall be the chairperson of
                             the development committee established in terms of
                             this Constitution.

                  12.9.2. The Development Officer shall be responsible for the
                             efficient functioning of the development committee
                             and for the implementation of its decisions.

                  12.9.3. The Development Officer shall present a detailed
                             report on his portfolio to the Executive Board and the
                             National Council at the first meetings of those bodies
                             each year.




       12.10.     The functions of the Registrations and Ratings Officer

                  12.10.1. The Registrations and Ratings Officer shall be
                             responsible for all communications regarding the
                             registration and ratings of CHESSA registered
                             players.

                  12.10.2. The Registrations and Ratings Officer shall further be
                             responsible      for    maintaining   and   servicing   the
                             CHESSA website, including the regular updating of
                             the website and performing any further duties in this
                             regard as may be determined from time to time.




As amended in Houghton, Johannesburg on 2 September 2006
                                             27

                  12.10.3. The Registrations and Ratings Officer shall prepare
                             and submit to the Treasurer an annual budget for the
                             funds required to maintain and update the website.

       12.11.     The functions of the immediate past President

                  12.11.1. The immediate past President shall serve as a “roving
                             ambassador” to CHESSA and he shall endeavour to
                             seek and find adult chess players who are registered
                             with CHESSA and organise appropriate training for
                             these candidates, with the aim of developing them as
                             chess executives and administrators.

                  12.11.2. Upon approval by the National Council or the
                             ratification by the National Council of an interim
                             appointment by the Executive Board, such candidates
                             may participate in the activities of any committee of
                             CHESSA, as well as the National Council and
                             Executive Board, but without voting rights.          The
                             purpose of such participation would be to give the
                             candidate the necessary exposure for future election
                             and to further succession planning and continuity in
                             CHESSA.

                  12.11.3. The immediate past President shall act as a
                             consultant to other members of the Executive Board if
                             and when required, and shall perform such other
                             duties as specifically allocated by the President.

       12.12.     The functions of the Director of Youth Chess




As amended in Houghton, Johannesburg on 2 September 2006
                                             28

                  12.12.1. The Director of Youth Chess shall coordinate all
                             activities of CHESSA relating to youth chess,
                             including chess at school and student levels.

                  12.12.2. The Director of Youth Chess shall liaise with the
                             associated chess bodies for youth chess who are
                             associate members of CHESSA from time to time.

                  12.12.3. The Director of Youth Chess shall present a detailed
                             report on his portfolio to the Executive Board and
                             National Council at the first meetings of these bodies
                             each year.

       12.13.     The functions of the additional member of the Executive
                  Board

                  The additional member shall perform such functions allocated
                  to him by the National Council or the Executive Board or the
                  President, which may include the giving of assistance to other
                  members of the Executive Board in the carrying out of their
                  functions.

       12.14.     Press liaison

                  The Executive Board shall be the only body within CHESSA to
                  deal with the Press and issue press releases or releases to
                  the international chess community and only after approval by
                  the management committee.

       12.15.     Meetings and quorum

                  12.15.1. The Executive Board shall meet as often as is
                             required to carry out their functions.




As amended in Houghton, Johannesburg on 2 September 2006
                                             29

                  12.15.2. The majority of the members of the Executive Board
                             shall form a quorum.

       12.16.     Remuneration

                  12.16.1. Members of the Executive Board shall be entitled to
                             be repaid all reasonable and bona fide expenses
                             incurred by them respectively in or about the
                             performance of their duties but, save as aforesaid,
                             shall not be entitled to any other remuneration, fees
                             or salary in respect of the performance of such duties.

                  12.16.2. Notwithstanding the aforegoing, a member of the
                             Executive Board who performs professional services
                             on behalf of CHESSA shall be entitled to charge his
                             normal fees for such services, provided that he has
                             been instructed on a formal basis.

13.    ELECTION OF THE EXECUTIVE BOARD

       13.1.      Bi-annual elections

                  Elections for members of the Executive Board shall be held at
                  the second meeting of the National Council in each odd-
                  numbered year.

       13.2.      Notices

                  13.2.1. No less than 90 days before the election date, the
                             General Secretary shall send by certified or electronic
                             mail, a notice of every chess union member and
                             associate member:




As amended in Houghton, Johannesburg on 2 September 2006
                                             30

                             (a) informing it that the elections for the Executive
                                 Board are to take place at the next meeting of the
                                 National Council and of the date and place of this
                                 meeting;

                             (b) providing it with a copy of those articles of the
                                 Constitution which are relevant to the elections;

                             (c) calling for nominations for each position on the
                                 Executive       Board,    excluding   the   position   of
                                 immediate Past-president;

                  13.2.2. No less than 30 days before the election date, the
                             General Secretary shall send by certified or electronic
                             mail to every chess union members and associate
                             member a list of nominations received with their
                             précis and a list of chess union members that will be
                             eligible to vote.

       13.3.      Nominations

                  13.3.1. Nominations for each position on the Executive Board
                             shall be made individually, provided that a person can
                             be nominated for more than one position.

                  13.3.2. The closing date for such nominations shall be set by
                             the Executive Board.

                  13.3.3. In order to be accepted as a valid nomination, each
                             nomination shall:

                             (a) be signed by the nominator or an authorised
                                 officer of the nominating body;




As amended in Houghton, Johannesburg on 2 September 2006
                                             31

                             (b) be signed by a seconder who is a member of a
                                 chess union;

                             (c) be accompanied by a signed acceptance of the
                                 nominee;

                             (d) be accompanied by a brief curriculum vitae of the
                                 nominee;

                             (e) reach the General Secretary by no later than the
                                 closing date for nominations.

       13.4.      Voting rights

                  13.4.1. Each councillor representing a chess union member
                             in good standing shall be allowed to vote in the
                             election.

                  13.4.2. Members of the Executive Board, in their capacity as
                             such, and as well as councillors representing
                             associate members, CHESSA registered players and
                             other individuals shall not be allowed to vote.

                  13.4.3. Each councillor qualified to vote shall exercise one
                             vote in respect of the election for each position on the
                             Executive Board.

                  13.4.4. A member shall be regarded as not in good standing
                             if it is not a paid-up member by no later than 30 days
                             before the election date.




       13.5.      Election procedure




As amended in Houghton, Johannesburg on 2 September 2006
                                             32

                  The election shall take place according to the following
                  procedure:

                  13.5.1. All voting shall be by show of hands except that upon
                             the request of any person entitled to vote, the voting
                             shall be by secret ballot.

                  13.5.2. The voting shall commence with the position of
                             President and shall proceed thereafter in the order
                             set out in Article 12.2 above.

                  13.5.3. The nominee who is successful by commanding a
                             majority vote shall be appointed to the position.

                  13.5.4. The unsuccessful nominee shall not be passed to
                             other positions unless he was properly nominated for
                             those positions.

                  13.5.5. Election will be by a simple majority of those voting.

                  13.5.6. In the event of a tie, further ballots will be held with
                             only the tied candidates until a clear outcome is
                             obtained.

                  13.5.7. If the outcome remains tied, a casting vote will be
                             offered to the existing President.

                  13.5.8. If the President declines to cast a vote, it will be
                             offered to the other existing members of the
                             Executive Board in the order set out in Article 12.2
                             above. If this procedure still fails to resolve the tie,
                             then the other councillors representing chess union




As amended in Houghton, Johannesburg on 2 September 2006
                                             33

                             members will be offered the casting vote in
                             alphabetical order.

       13.6.      Proxies

                  Proxies for absent representatives of chess union members
                  shall be accepted, provided that a duly completed and signed
                  proxy form is submitted to the General Secretary no later than
                  one hour in advance of the election.

       13.7.      Once the new Executive Board has been elected, the new
                  President shall chair the meeting.

       13.8.      The normal rules for meetings of the National Council, in
                  particular voting rights, will not apply in the case of the
                  election of the Executive Board to the extent that different
                  rules are provided for in this Article.

14.    CHESS DEVELOPMENT

       14.1.      There shall be a development committee which shall be
                  responsible for the development of chess in South Africa,
                  concentrating particularly on the previously disadvantaged
                  persons and areas.

       14.2.      The development committee shall also assume responsibility
                  for the development and advancement of highly talented
                  CHESSA registered players generally and specifically with a
                  view to securing FIDE titles for South African players.

       14.3.      In discharging the above responsibilities, the development
                  committee shall, inter alia:




As amended in Houghton, Johannesburg on 2 September 2006
                                             34

                  14.3.1. consider requests for financial or material support
                             from chess union members, associate members,
                             chess clubs operating within the structures of
                             CHESSA and its members and individual CHESSA
                             registered players;

                  14.3.2. engage in fund-raising activities;

                  14.3.3. organise             appropriate   tournaments       and
                             championships;

                  14.3.4. provide training within the constraints of its budget.

       14.4.      The development committee shall be accountable to the
                  National Council through the Executive Board for the manner
                  in which it performs its functions and spends the funds
                  entrusted to it.

       14.5.      The development committee shall report to the President and
                  Executive Director with such frequency as they may direct.

       14.6.      The development committee shall administer a specially
                  designated chess development fund.

       14.7.      The National Council shall allocate funds in its budget for
                  payment to the chess development fund and may impose
                  further a levy per player in an amount determined by it in
                  respect of every rated tournament designated for this purpose
                  and such monies raised shall be paid into the development
                  fund.

       14.8.      The National Council may delegate to chess union members
                  the responsibility in their areas for collecting any special




As amended in Houghton, Johannesburg on 2 September 2006
                                             35

                  development levies, in which case such chess union members
                  shall transfer 90% of the monies so collected to the chess
                  development fund and may retain the remaining 10% for their
                  own use.

15.    SELECTION

       15.1.      It is the ultimate responsibility and prerogative of CHESSA, as
                  represented by the National Council, to approve the selection
                  of national teams and individuals representing South Africa.

       15.2.      For the aforesaid purpose, the National Council shall appoint
                  one or more selection committees and shall approve and
                  publish the selection criteria in force from time to time.

       15.3.      The responsibility for selection may be delegated to an
                  appropriated associated chess body with the express
                  understanding that selections by such body are subject to
                  ratification by the selection committee appointed by the
                  National Council of CHESSA.

       15.4.      Insofar as it is within the control of CHESSA, no member of a
                  youth team shall be denied the opportunity to represent South
                  African because of an inability to afford the full cost involved.

16.    RULES, PROCEDURES AND PROTOCOLS

       16.1.      The Executive Board shall formulate and publish the rules and
                  procedures in force from time to time in accordance with
                  which the affairs of CHESSA will be conducted. A copy of the
                  rules and procedures in force at any time shall be kept by the
                  General Secretary and made available, upon request, to any




As amended in Houghton, Johannesburg on 2 September 2006
                                             36

                  ordinary or associate member or player or other individual
                  registered with CHESSA.

       16.2.      The rules and procedures shall include, but not be limited to,
                  the following:

                  16.2.1. CHESSA’s selection criteria;

                  16.2.2. the CHESSA code of conduct for councillors and
                             office bearers (including a disciplinary procedure);

                  16.2.3. the CHESSA code of conduct for players and other
                             individuals (including a disciplinary procedure);

                  16.2.4. the CHESSA grievance procedure.

       16.3.      Substitution and amendment of the rules and procedure will
                  be effected by the Executive Board upon approval by a two-
                  thirds majority of the members of the Executive Board.

17.    FINANCE

       17.1.      The financial year end of CHESSA is the last day of
                  December in each year.

       17.2.      The Treasurer shall cause to be prepared an annual budget
                  for the following year to be presented and approved at the
                  second ordinary meeting of the National Council each year.

       17.3.      It shall be a requirement of membership for chess union
                  members and associated chess bodies to submit to the
                  Treasurer of CHESSA a copy of their financial statements
                  within three months from the end of their respective year ends
                  and the Treasurer shall report to the National Council on




As amended in Houghton, Johannesburg on 2 September 2006
                                             37

                  compliance with this requirement and such matters pursuant
                  thereto that may be relevant to the members of the National
                  Council.

       17.4.      The Executive Board shall be responsible for monitoring the
                  accounts of tournaments organised by member bodies. This
                  shall not imply any restriction in the right of such bodies to
                  control their own affairs or the affairs of their member bodies.

       17.5.      The Executive Board shall act as a trustee of the trust funds
                  transferred to CHESSA from the South African Chess
                  Federation and shall administer these funds in strict
                  conformance to the conditions of the trust.

18.    DISPUTE RESOLUTION

       18.1.      Any dispute arising out of, or in connection with, the
                  enforceability of the Constitution, or the application and
                  interpretation of the provisions thereof, or any dispute
                  involving members of CHESSA and registered players or
                  other individuals (including disputes with CHESSA itself), shall
                  be dealt with in terms of the grievance procedure of CHESSA
                  as amended from time to time.

       18.2.      Should the above procedure fail to lead to an acceptable
                  resolution, the matter shall be referred to the Arbitration
                  Foundation of South Africa (AFSA) for mediation or expedited
                  arbitration in terms of the rules and procedures for the
                  resolution of disputes in sport, prevailing at the time when
                  such dispute is so referred.




As amended in Houghton, Johannesburg on 2 September 2006
                                             38

       18.3.      In the event of such arbitration, the decision on arbitration
                  shall be final and binding on the parties to the dispute.

       18.4.      In recognition of the desire to resolve all disputes in the
                  sporting fraternity as amicably and effectively as possible, it is
                  required of all existing and future members of CHESSA to
                  incorporate in their constitutions (and to include in any
                  agreements they may enter into) a dispute resolution clause in
                  terms substantially the same as the above provisions of this
                  Constitution, specifically providing for the resolution of
                  disputes through the mechanisms provided for.

19.    CHANGE OF CONSTITUTION

       19.1.      An amendment to the Constitution shall be approved at an
                  ordinary or special meeting of the National Council by at least
                  two-thirds of the total number of votes available to all
                  councillors at the time of the meeting.

       19.2.      A motion for an amendment to the Constitution shall be
                  circulated to all members of the National Council at least 21
                  days before the meeting of the National Council at which it is
                  to be proposed.

       19.3.      A motion for amendment to the Constitution shall be accepted
                  without change or rejected.

20.    DISSOLUTION OF CHESSA

       20.1.      A motion for the dissolution of CHESSA shall require approval
                  at an ordinary or special meeting of the National Council by at




As amended in Houghton, Johannesburg on 2 September 2006
                                             39

                  least two-thirds of the total number of votes available to all
                  councillors at the time of the meeting.

       20.2.      If upon dissolution of CHESSA, there remain any assets
                  whatsoever after satisfaction of the debts and liabilities of
                  CHESSA, such assets shall be paid to or distributed among
                  the chess union members of CHESSA provided they are
                  public benefit organisations for purposes of the Income Tax
                  Act, 1962, and failing the same, to another organisation or
                  body with similar objects to CHESSA as determined by the
                  National Council.




_______________________                           __________________________

PRESIDENT                                         EXECUTIVE DIRECTOR



Adopted in Port Elizabeth on 10 December 2005.
Amended in Houghton, Johannesburg on 2 September 2006.




As amended in Houghton, Johannesburg on 2 September 2006

								
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