Statutes
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
MEMORANDUM OF ASSOCIATION OF THE EUROPEAN CHESS UNION
1. The name of the Association is: “European Chess Union”.
2. The European Chess Union is an independent association and has its seat in Lausanne, Switzerland. The Association is subject to the national law of Switzerland.
3. Members are national chess federations which have principal authority over chess activities in their own countries and which have at any time been admitted to Federation Internationale des Echecs (FIDE) as member-federations. The European Chess Union consists of those national member-federations listed in Annex 1 and those additional member-federations assigned to it by FIDE after 13th March 2010 and admitted to membership by the General Assembly of the European Chess Union (“Members”). Associate Members are other international associations accepted as associate members of the Association by the General Assembly of the European Chess Union on the basis that they do not have either a right to vote at the European Chess Union General Assembly or the right to nominate a representative to have a seat on the Board of the European Chess Union (“Associate Members”).
4. The European Chess Union:
(a) is concerned exclusively with chess and chess related activities with sporting, cultural, educational and other interests;
(b) is democratically established and bases itself on the principles of equal rights of its Members;
(c) is a non profit making organisation;
(d) rejects discriminatory treatment on grounds of colour, creed, disability, impairment, occupation, race, religious or political affiliation, or sexual orientation and promotes equal opportunities in a positive manner;
(e) observes strict neutrality in the internal affairs of its Members; and
(f) only allows events (competitions, congresses, meetings) to be hosted by Members where free access is generally assured to representatives of all its Members save where the General Assembly makes exceptions for reasons of state of war or severe violence between countries on a three quarter majority vote of those present and voting.
5. The European Chess Union is the only organisation which has the right to organise the various European Chess Championships.
6. The Objects for which the European Chess Union is established are:
(a) to safeguard and further the interest and development of chess within its jurisdiction (as established by the territory of its Members) as well as safeguarding and promoting the interests of its Members
(b) to represent the interests of its Members at FIDE and other international organisations;
(c) to foster a positive framework of friendship and collaboration and generate peaceful relationships between the European Chess Union and its Members within its said jurisdiction;
(d) to provide an organisation for the promotion and participation of chess in all related existing and future activities, tournaments and other competitions and seminars within its said jurisdiction;
(e) to disseminate useful and instructive articles and ideas with respect to chess education;
(f) to raise funds by means of membership subscriptions, fees for services or otherwise for all the purposes and its Objects in such amounts and in such manner as may be authorised by the General Assembly; and
(g) to do all such other lawful things as are helpful to the attainment of the above Objects.
7. The Association has the right to make Regulations to achieve the Objects referred to in Clause 6 and to apply them accordingly. ECU respects and applies FIDE rules and regulations, even concerning IOC Rules, except when in conflict with the present ECU Statutes and General Assembly decisions.
8. The income and property of the Association shall only be applied to promote the Objects of the Association. Members shall receive no dividend, or bonus, or any other kind of profit, directly or indirectly, from the Association. However, nothing herein shall prevent the payment, in good faith, of remuneration to any Member, or to any employee, or officer of the Association, or to any other person, for services actually rendered to the Association. If any Member of the Association receives any dividend, or bonus, or any other profit in contravention of this stipulation that Member shall be liable to account to the Association for the same in full.
9. In the event of a dissolution or of a winding up of the Association, by a decision of not less than three fourths of the Members taken at a General Assembly, any surplus property, after the payment of all debts and liabilities shall be given or transferred to some other institution or institutions having objects similar to the Objects of the Association which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed under or by virtue of Clause 8 hereof.
10. The official language of the Association is English. In documents containing different versions in more than one language, other than documents originally written in a different language, the English version is final.
ARTICLES OF ASSOCIATION OF THE EUROPEAN CHESS UNION
NAME, CONSTITUTION AND INTERPRETATION
1. The name of the Association is ‘European Chess Union’. It is hereinafter called by its acronym “ECU”.
2. The registered office of the ECU shall be at such place as may be determined from time to time by the Board.
3. The ECU is established for the objects and activities stated in the Memorandum of Association.
4. In these Articles, unless inconsistent with the subject or context:
(a) words importing the singular include the plural and vice-versa;
(b) words importing the masculine gender include the feminine and neuter genders and vice-versa;
(c) the word person includes moral entities having a separate legal personality;
(d) “ Board” means the ECU Board;
(e) “ ECU Dues” mean a Member’s or an Associate Member’s subscription, Tournament Fees, Bid fees and shares of prize funds for ECU events and events sanctioned by the ECU and fees for ECU services;
(f) “General Assembly” means a meeting of the General Assembly or an Extraordinary General Assembly meeting of the ECU;
(g) “Members and “Associate Members” shall have the meaning and rights defined in the Memorandum of Association and “Members” means both, Members and Associate Members; and
(h) “simple majority vote of those present and voting” means 50% plus one of the votes cast excluding blank and invalid votes and abstentions.
MEMBERSHIP
5. Any new Members or Associate Members may only be admitted to membership by a simple majority vote of the those present and voting at the General Assembly, but the Board may admit a new Member to Provisional Membership (which shall carry the equivalent rights and obligations to membership apart from the right to vote at the Assembly) until the next General Assembly.
6. Applications for membership shall be made on the appropriate form of the ECU as authorised by the Board from time to time. Applicants shall satisfy the General Assembly as to their qualifications for membership of ECU and shall undertake to be bound by the Memorandum and the Articles of Association.
7. The Board may for just cause propose to the General Assembly the suspension of the Membership of any Member or Associate Member. The Board must serve a notice on such member giving reasons for its decision and the member shall have the right to make representations as to why it should not be removed from membership. Copies of both the Board’s notice and the member’s response shall be included as attachments to the Notice of the Meeting of the General Assembly. The General Assembly shall hear oral representations on behalf of the Board and the member and shall have the right to expel the member by a simple majority vote of those present and voting.
8. (a) The General Assembly shall be notified by the Board if or a Member’s or Associate Member’s ECU Dues are in arrears for more than 24 months and in those circumstances the General Assembly may on the recommendation of the Board suspend the membership rights and services of that member.
(b) Any Member or Associate Member may terminate its membership by giving notice in writing to the President. It shall forfeit any ECU Dues already paid.
(c) Members who are in arrears with their ECU Dues for a period exceeding six months automatically lose their vote at the General Assembly (but not at Extraordinary General Assembly Meetings).
(d) The Board has the right to suspend all services to a Member or Associate Member in arrears with its ECU Dues for a period exceeding six months and to exclude the teams and individual players representing a Member from participation in any ECU events.
(e) If any defaulting member settles his overdue all membership rights and services will be restored.
GENERAL ASSEMBLY
9. The General Assembly is the highest authority of ECU and is competent in all affairs that have not been delegated to another body of the ECU.
10. The General Assembly is comprised of all Members and Associate Members (who have the right to attend and speak but not to vote.) The sessions of the General Assembly are held in public, unless it is decided otherwise by simple majority vote of those present and voting.
11. Members and Associate Members shall appoint one Permanent Delegate each for the purposes of representation at the ECU. Any such Member or Associate Member may revoke at any time the appointment of its Permanent Delegate and may substitute another representative in his stead. All appointments and revocations shall be made in writing.
12. If a Member or Associate Member has not named a Permanent Delegate or given a proxy for the General Assembly then that Member’s President may represent the Member.
13. (a) Every Member or Associate Member may be represented at the General Assembly by the representative (Permanent Delegate or proxy) of another Member.
(b) A proxy can be assigned by a Member or Associate Member to another Member or Associate Member only by written authorisation (email, fax or letter) bearing signature of the Permanent Delegate or of an official authorised by that Member or Associated Member as last registered with the ECU.
(c) All proxies must be registered at the ECU Secretariat at least one hour before the opening session of the General Assembly. After this deadline further proxies will not be accepted.
(d) Where two or more proxies are received and there is a conflict, the order of precedence shall be as follows:
(i) Proxies received from the President of the Member or Associate Member
(ii) Proxies received from the Permanent Delegate of the Member or Associate Member.
Where the order of precedence is established but there is still a conflict, the latest e-mail, fax or letter shall be decisive.
14. A representative of a Member or Associate Member may represent only one additional Member or Associate Member besides his own.
15. Each Member has one vote.
16. The General Assembly is competent to pass resolutions, if it has been convened according to these Articles and if there is, for election, a quorum as required by Article 17.
17. (a) A quorum of 50 % of the Members with the right to vote (including valid proxies) is required for votes on elections or change of Statutes.
(b) If a quorum is not present at the appointed time the President shall postpone the meeting for no more than three hours, following which those Members present will be considered a quorum, provided that no less than 30% entitled to vote shall then be present.
(c) If the quorum in Article 17(b) is still not fulfilled, an extraordinary General Assembly correctly convened after this General Assembly, may decide on the relevant elections and set out in the previous agenda regardless of the number of Members present.
18. Votes (other than those for elections which are by secret ballot) are made by show of hands unless a roll call is demanded by any Member or unless five Members present demand a secret ballot. For secret ballots the Board will select two scrutineers (who are not candidates for election if the relevant vote is for an election) from amongst the Members to act to check eligibility to vote and count the votes.
19. Unless indicated to the contrary in these Articles, all decisions at the General Assembly shall be passed by a simple majority of votes of those present and voting.
20. Resolutions passed in the form of a recommendation, are not binding on Members
21. The invitation to the annual General Assembly must be issued to Members and Associate Members by the President four months before the beginning of the General Assembly and this may be done by publication on the ECU website.
22. The place and date of the annual General Assembly is decided by the previous General Assembly or in default or emergency by the Board.
23. Proposals from Members to be included in the agenda for the General Assembly must reach the Secretary General not later than three months before the beginning of the General Assembly.
24. The proceedings of the Annual General Assembly shall include: Reports by the President and General Secretary; approval of the previous year’s minutes; the presentation, discussion and approval of the ECU’s accounts for the preceding financial year by the Treasurer.
25. Any Member shall have the right to raise any question or to move for discussion only any motion having reference to any of the Objects of the ECU as defined in the Memorandum of Association.
26. Subject to Article 27 the agenda, together with the relevant documents, shall be sent out to Members and Associate Members, six weeks before the beginning of the General Assembly.
27. If the General Assembly is scheduled to be held in the same period as the FIDE Congress, the agenda, together with the relevant documents, shall be sent not later than two weeks after the receipt of the invitation to the FIDE Congress and all time limits for notice herein (including those in Article 34) shall be reduced consequentially.
28. (a) An Extraordinary General Assembly shall be convened by the President upon the request of one fifth of the Members or majority of the Board. Such request, which shall be in writing, shall state the object for the convening of the meeting.
(b) The Extraordinary General Assembly shall convene within one month of such request. The agenda shall be sent out within two weeks of such request.
(c) The Extraordinary General Assembly is able to modify the Memorandum and Articles of Association, decide on dissolution of the ECU as well dealing with items of which due notice has been given.
(d) At an Extraordinary General Assembly, all Members have the right to take part in votes irrespective of any financial obligations outstanding.
29. The President, or in his absence, the Deputy President, presides over the General Assembly.
30. The General Assembly has the following duties that cannot be delegated to another body:
(a) Election of the Board and of the Auditor(s);
(b) Vote on the annual accounts and discharge of the Board;
(c) Annual budget;
(d) Introduction of new regulations or amendments to existing Financial, Tournament and other Regulations;
(e) Award of ECU tournaments and events;
(f) Acceptance of new Members and Associate Members;
(g) Termination of membership pursuant to Article 7; and
(h) Termination of Board membership pursuant to Article 37 or 38.
AUDITOR(S)
31. (a) The ECU’s Auditor, elected at the Annual General Assembly shall not be eligible for membership of the Board during his term of office.
(b) The General Assembly elects an Auditor and a Deputy Auditor for a term of office of four years. Re-election is possible.
(c) The Auditor or the Deputy Auditor audits the accounts of the past year after the closing of the annual accounts and reports in writing to the General Assembly.
(d) In his report the Auditor or Deputy Auditor shall recommend the General Assembly either to accept the annual accounts with discharge of the Board, or to refer the annual accounts back to the Board.
ELECTIONS
32. Subject to Article 8 all Members shall have the right to vote in the elections of the Board.
33. (a) Any Member entitled to vote shall have the right to propose or to second any number of eligible candidates for election to the Board.
(b) Eligible candidates for election to the Board shall be individual members of a Member.
34. (a) The elections for the Board shall take place every four years at the General Assembly of the ECU which so far as is practicable shall be held at the same time as the four yearly elections for FIDE Offices.
(b) Nomination papers, obtainable from the ECU, must be completed and submitted to the Secretariat of the ECU at least three months prior to the beginning of General Assembly. A list of the nominated candidates shall then be sent by the Secretary General to all Members together with all other notices as provided herein.
(c) The Board should comprise representatives of different Members and to that intent no Board member may at the time of his election or after be any kind of official of the same member as another Board member.
(d) In the case that one of the Board members changes his federation and then seeks to represent the Board as an ECU official of a federation already represented in the Board, the changing member must step down, unless the other Board member agrees to step down in his place.
35. (a) A Board comprising a President, a Deputy President, a Vice President, a Secretary General, a Treasurer and three other members shall be elected at the General Assembly. The President, the Deputy President, the Vice President, the Secretary General and the Treasurer are elected to fulfil their respective offices. In addition the immediate past President (if any) will become a full member of the Board, after approval by the General Assembly, in which case he will have the title Honorary President.
(b) The President, the Deputy President, a Vice President, the Secretary General and the Treasurer are elected on a combined ticket. Nominations for this ticket must reach the ECU Secretariat at least three months before the General Assembly.
(c) Votes in elections for the tickets are decided in the first ballot by the absolute majority of all votes cast but if there are more than two tickets and none of them respectively has an absolute majority on the first ballot, a second ballot is organised between the two tickets with the most votes on the first ballot. In the event of a tie further ballots will be taken until the tie is broken.
(d) Votes in elections for the three candidates for the other board positions are decided in the first ballot by the absolute majority of all votes cast. A second ballot is held for the candidates who do not have an absolute majority on the first ballot with the candidate with the fewest votes being eliminated and so on until each Board position is filled. Ties are broken by lot.
36. (a) Any vacancies in the Board arising by failure to elect members at the General Assembly or arising by death resignation or removal from office shall be filled by the Board within thirty days with the new member having full voting rights but ceasing to hold office at the following General Assembly, but the Board may continue to act, notwithstanding any vacancy.
(b) A by-election will be held at the next General Assembly, in the usual manner, after a call for nominations to fill the vacancy or vacancies by giving as much notice as is reasonably practicable.
37. The Board may for just cause propose to the General Assembly the removal from office of Board member. The Board must serve a notice on such board member giving reasons for its decision and the member shall have the right to make representations as to why it should not be removed from membership of the Board. Copies of both the Board’s notice and the Board member’s response shall be included as attachments to the Notice of the Meeting of the General Assembly. The General Assembly shall hear oral representations on behalf of the Board and the Board member in question and shall have the right to terminate that person’s membership of the Board by a simple majority vote.
38. If a motion of no confidence in a Board member or members of which due notice has been given in the Agenda of the General Assembly and such motion is passed by a simple majority the General Assembly shall hear oral representations on behalf of the Board member or members in question and shall have the right by individual votes to terminate that or those persons’ membership of the Board by a simple majority vote.
ECU BOARD
39. (a) The affairs of ECU are managed by the Board in the period between the General Assemblies, insofar as they are not delegated to another body without possibility of further delegation.
(b) Issues which can only be decided by the General Assembly are beyond the competence of the Board.
40. It shall be the responsibility of the Board to:
(a) manage the ECU in accordance with the provisions contained in the Memorandum and Articles of Association;
(b) organise the various Championship cycles for men, women and youths; comprehensive regulations for the respective Championship cycles must be printed and circulated to all Members by not later than January 31st of each year;
(c) affiliate or otherwise associate the ECU to international organisations having similar or complementary objects;
(d) promote the observance by the Members of the FIDE Code of Ethics as a whole;
(e) establish and amend as necessary bye-laws for the routine day-to-day operation of the ECU;
(f) borrow, secure and raise money by the issue of debentures or debentures stock, or other security as approved by a General Assembly, provided that the Board may borrow up to a maximum of Euros 10,000 without recourse to a General Assembly;
(g) invest the funds of the ECU and deal with its assets to the best advantage;
(h) certify and authenticate documentation against the payment of such fee as the Board may determine from time to time;
(i) carry out all such other activities as may be incidental or conducive to the attainment of the Objects of the ECU;
41. Subject to the provisions approved by a General Assembly, members of the Board (other than the President and the Secretary General who shall be entitled to stipends approved by the General Assembly) shall hold office in an honorary capacity and no member of the Board shall be personally responsible for any liability lawfully incurred by the ECU.
42. (a) The Board may take and agree decisions by letter, fax or e-mail if no Board member demands a meeting. The President will determine whether to call a Board meeting or in his absence the Deputy President. Minutes of the discussions and final decisions will be made in all cases.
(b) A quorum shall be at least 50% of the members of the Board in post at the time of the meeting.
43. The President shall be bound to convene special meetings of the Board if so requested by at least three Board members. In their request, which shall be in writing, the said members shall state the object for the convening of the meeting. The meeting shall be called and held not later than one month from receipt of the request.
44. Decisions of the Board require a simple majority of votes. The President, or in his absence the Deputy President, has a second and casting vote to establish a majority.
45. The Board shall not discuss matters that are not contained in the Agenda with the exception of any matter, which, in the view of the Board, is considered to be of an urgent or important nature.
46. (a) The President shall convene and preside over all meetings of the Board.
(b) In cases of great urgency the President may take decisions normally taken by the Board. Any such decision taken by the President is subject to ratification by the Board at the next meeting.
47. In the absence of the President, the Deputy President shall enjoy all the powers accorded to the President under these Articles of Association. In the absence of both these officers, the other Board members present shall elect one of the members to preside over the meeting.
48. (a) The Secretary General is responsible for all administrative activities within the Board and he may appoint a Member from the Board to assist him in his activities.
(b) If not decided otherwise by the General Assembly, the Secretary General is responsible for keeping all the minutes of General Assemblies and Board Meetings. He is also responsible for taking care of the ECU’s correspondence, requesting results from the tournament organisers of activities which are held under the auspices of the ECU and he is also responsible for holding a record of all events held under the ECU’s auspices.
(c) The Secretary General is also responsible for advising and communicating to all members the ECU’s activities.
(d) Any contract or agreement to be made between the ECU, on the one hand, and any third party having of more than 10,000 Euros, on the other hand, is to be submitted to the Board for authorisation and presented for information at the next General Assembly subject to appropriate editing of confidential matters.
49. (a) It shall be the duty of the Treasurer to exercise overall control over the financial administration of the ECU and to submit duly audited accounts to the Board. The financial year of the ECU shall run from the 1st January to the 31st December of each year. The Treasurer shall present the accounts to the Annual General Assembly for approval.
(b) The Treasurer is responsible for looking after the ECU’s assets in terms of any property, finances, fixtures, clocks, boards, sets, books etc. These assets must be audited on an annual basis.
(c) The Treasurer is responsible for keeping an updated list of all Members and Associate Members and dues received, and such list should be readily available to all Members of the ECU.
(d) The annual budget of ECU shall be prepared by the Treasurer before the annual General Assembly and is subject to acceptance by the General Assembly. The ECU budget is based on the EURO currency. For extraordinary expenditure, not contained in the budget, a request can be submitted to the Board. The Board may approve such expenditure if it is in the interests of the ECU.
(e) The Treasurer must obtain due authority from the Board to make any payment over the limit as established by the Board from time to time.
50. No claims for moneys due to the ECU shall be abandoned without the approval of the Board. Similarly no property shall be written off without the consent of the Board.
51. All ECU bank accounts shall be in the name of ECU. All bank mandates shall be signed by the Treasurer and at least one of the following:
(a) the President;
(b) the Deputy President;
(c) the Secretary General; and
(d) any other person appointed by the Board to sign in this respect.
52. ECU’s revenues (including Dues) are derived from:
(a) membership subscriptions;
(b) entry fees for tournaments organized by ECU or organized by mandate of ECU;
(c) fees for service provided by ECU; and
(d) any other revenues approved by the Board.
The amount of membership subscriptions and entry fees shall be stipulated in the Financial Regulations or the Tournament Regulations and thereby be subject to approval by the General Assembly.
53. The officials working for the ECU have the right to have reasonable expenses reimbursed. The Board will formulate guidelines which require approval by General Assembly. Reimbursement of expenses beyond these guidelines must be approved by the General Assembly.
COMMITTEES
54. (a) The Board may appoint Officials or Committees to deal with matters of constant recurring importance, or for any of the objects or activities referred to in the Memorandum of Association and in these Articles. The President, Deputy President, Treasurer or the Secretary General shall be an ex-officio member on any such Committee.
(b) The composition, election of members of Committees and their terms of reference shall be as established by Board from time to time.
(c) Any group of Members may request the Board to elect regional and other Committee from among themselves. Any such Committee will be subject to the approval of the Board. The application for the formation of such a Committee must be signed by at least three members of the ECU.
(d) When matters affecting any such Committee are discussed at any Board meeting, the President may ask for the attendance and assistance of a representative of the Committee concerned, who shall not have the right to vote, unless such representative is a member of the Board and therefore entitled to vote.
55. Any Committee shall at its first meeting shall appoint a chairman by a majority of votes.
56. For the smooth working of any Committee the chairman shall apply all the rules pertaining to the Board. Any deviation due to any unforeseen circumstance shall be reported at once to the Board for approval. The quorum for any Committee appointed by Board shall be not less than fifty percent of the members of such Committee.
GENERAL
57. In judicial proceedings the ECU shall be represented by its President, who shall be able to sue or be sued on its behalf. In the absence of the President, representation shall vest in the Deputy President and then the Secretary General. In the absence of these officers, representation shall vest in the member or members appointed by the Board.
58. (a) Notwithstanding any provisions to the contrary in this Statute, ECU hereby subscribes to the final settlement of any dispute directly or indirectly related to the application and implementation of these Statutes in its whole or partial practice, be it commercial or relating to the practice and development of chess or a dispute following a decision by ECU, to be sent to the Court of Arbitration for Sport in Lausanne without recourse to any other court or tribunal.
(b) The settlement of all disputes described above shall be applicable to acts performed by:
• ECU as an Organisation
• ECU Office bearers
• Member Federations, their clubs and individual players
• Sponsors
• Any person or body with whom ECU has entered into any form of contractual arrangement either directly or indirectly related to Chess.
(c) The Decision of the Court of Arbitration for Sport shall be final and binding on the parties.
59. The accidental omission to give notice of any meeting to, or the non receipt of notice by, any member shall not invalidate the proceedings at that meeting.
60. It shall be lawful by a resolution approved by a two-thirds majority of at least 50% of the members entitled to vote and be present at any General Assembly to amend or revoke the Memorandum and any of these Articles of Association, or to make such other Articles in addition as to them shall seem proper.
61. The General Assembly shall be the sole interpreter of these Articles of Association.
62. The effective date of these Articles shall be from the day after the closing of the General Assembly which approves it.
63. Communication within the ECU shall be by letter, fax or e-mail.
64. Decisions made by the General Assembly concerning the Memorandum and Articles of Association will come into effect on the last day of the General Assembly, after the General Assembly is closed. Amendments to Financial Regulations come into operation on the first day of the next fiscal year and amendments to Tournament Regulations take effect as stipulated therein.
GENERAL CONDITION
65. These statutes were accepted at the occasion of the General Assembly of the ECU in Rijeka (Croatia) on 13th March 2010.
Annex 1
Members of the Association on 13th March 2010
1. Albania
2. Andorra
3. Armenia
4. Austria
5. Azerbaijan
6. Belarus
7. Belgium
8. Bosnia & Herzegovina
9. Bulgaria
10. Croatia
11. Cyprus
12. Czech Republic
13. Denmark
14. England
15. Estonia
16. Faroe Islands
17. Finland
18. Former YUG Rep of Macedonia
19. France
20. Georgia
21. Germany
22. Greece
23. Guernsey
24. Hungary
25. Iceland
26. Ireland
27. Israel
28. Italy
29. Jersey
30. Latvia
31. Liechtenstein
32. Lithuania
33. Luxembourg
34. Malta
35. Moldova
36. Monaco
37. Montenegro
38. Netherlands
39. Norway
40. Poland
41. Portugal
42. Romania
43. Russia
44. San Marino
45. Scotland
46. Serbia
47. Slovakia
48. Slovenia
49. Spain
50. Sweden
51. Switzerland
52. Turkey
53. Ukraine
54. Wales
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