EUROPEAN SMALL NATIONS ASSOCIATION
MEMORANDUM
1. The name of the association is ‘European Small Nations Association’ or ‘ESNA’ (“the Association”). Constituent members of the Association are hereinafter referred to as ‘Members’ if more than one and ‘Member’ if only one.
2. The objects and activities for which the Association is established are:
(a) to safeguard and further the interest of chess for FIDE Zone 1.10 (“the Zone”) and the members of ESNA,
(b) to provide an organisation for the promotion of chess activities including competitions and seminars within the Zone,
(c) to disseminate useful and instructive articles and ideas with respect to chess education,
(d) to raise funds by means of subscription of Members or otherwise for all the purposes and objects of the Association in such amounts and in such manner as may be authorised by the Association and
(e) to do all such other lawful things as are incidental or conducive to the attainment of the above objects.
3. The Association is a non-profit-making Association. The income and property of the Association shall only be applied to promote the objects of the Association. Members shall receive no dividend, 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 servant or officer of the Association or to any other person for services actually rendered to the Association. If any Member of the Association pays or receives any dividend, bonus or any other profit in contravention of this stipulation its liability shall be unlimited.
4. Every Member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time it is a Member, or within one year afterwards, such amount as may be required, not exceeding fifty Euros, for payment of any debts and liabilities of the Association including costs, charges and other expenses for winding up or, in the case of its liability becoming unlimited, such other amount as may be required in pursuance of the preceding paragraph of this Memorandum.
5. In the event of a dissolution or of a winding up of the Association any surplus property, after the payment of all debts and liabilities, shall be transferred to the Federation International des Echecs (“FIDE”).
6. The official language of the Association is English. In documents containing different versions in more than one language, the English version is final.
EUROPEAN SMALL NATIONS ASSOCIATION
ARTICLES OF ASSOCIATION
NAME, CONSTITUTION AND INTERPRETATION
1. The name of the Association is ‘European Small Nations Association’. It is hereinafter called the ‘Association’ or by its acronym ‘ESNA’. Constituent members of the Association are herein after referred to as ‘Members’ if more than one and ‘Member’ if only one.
2. The registered office of the Association shall be at such place as may be determined from time to time by the Board referred to in Article 11 hereof.
3. The Association is established for the objects and activities stated in the Memorandum.
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 and
(c) the word ‘person’ includes entities having a separate legal personality.
MEMBERSHIP
5. (a) The ESNA shall consist of Members only from countries listed in Annex 1 and who, having accepted the objects and activities for which the Association is established, shall have been admitted to membership as hereinafter provided. Certificates of membership may be issued under such terms and conditions as may be established by the Board.
(b) Any changes to the countries eligible for membership shall be made only through the General Assembly referred to in Article 33 hereof.
6. Members shall appoint their representative for the purposes of and in accordance with the rules set out below. Any Member may revoke at any time the appointment of its representative and may substitute another representative in its stead. All appointments and revocations shall be made in writing.
7. Applications for membership shall be made on the appropriate form of the Association, as laid down by the Board from time to time. Applicants shall have to satisfy the Board as to their qualifications and to undertake to be bound by the Memorandum and the Articles of Association.
8. The Board shall have the right to allow or refuse membership to any applicant and it shall not be bound to give any reasons for its decision. However any candidate whose application is not entertained may delegate a Member to plead his case at a General Assembly which shall have the right to reverse the Board’s decision. A candidate who is rejected by the Board and the General Assembly may be proposed again only after the lapse of one year.
9. The Board may for a just cause terminate the membership of any Member. In cases of alleged grave breach of or interference with the objects and activities of the Association set out in the Memorandum, the Board, before taking a decision, shall refer the matter to a committee consisting of a Board member and the representatives of two Members of the Association appointed by the Board for this purpose. If the committee, after considering all available evidence, makes a finding against the Member, the Board shall have the right to suspend or terminate that Member’s membership. Before the Board takes a final decision, the Member shall be given the opportunity to submit its defence in writing to the Board. The suspension or the termination of membership by the Board shall be subject to appeal to a General Assembly of the Association, provided that the Member affected by the Board’s decision shall have exercised its right of appeal in writing not later than thirty days from the date on which it is given due notice of the Board’s decision. The Member’s appeal shall be addressed to the President of the Association at the registered office of the Association referred to in Article 2 hereof.
10. (a) The Board may terminate the membership of any Member whose subscription (if applicable) is in arrears by more than three months.
(b) A Member shall cease ipso facto to be a Member if its subscription is in arrears by more than six months.
(c) Any Member may terminate its membership by giving notice in writing to the President. It shall forfeit the subscription if already paid and, if unpaid, shall be liable to pay its subscription up to the 31st January of the financial year (referred to in Article 28 hereof) in which it resigned.
MANAGEMENT – THE BOARD
11. (a) The business of the Association shall be managed by a Board which shall consist of four members.
(b) Board members shall be elected biennially by ballot of the Members.
(c) If a Member of the ESNA shall at any time revoke the appointment of an individual who is a member of the Board, that individual shall thereby cease to be a Board member but shall nevertheless be entitled to be re-appointed to be the representative of another Member of the Association and to be elected to the Board in that capacity.
12. It shall be the responsibility of the Board to:
(a) manage the Association in accordance with the provisions contained in the Memorandum and these Articles of Association,
(b) empower any of its Members or any other person or persons to bind the Association with third parties;
(c) consider whether to affiliate or otherwise associate the Association with international organisations having similar or complementary objects,
(d) promote due observance of the objects of the Association referred to in paragraph of the Memorandum by the Members as a whole,
(e) establish and amend such bye-laws as may be necessary for the routine day-to-day operation of the Association,
(f) borrow, secure and raise money by the issue of debentures or debenture stock or such other security as may be 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 Association 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 and
(i) carry out all such other activities as may be incidental or conducive to the attainment of the objects of the Association.
13. Subject to the provisions of Clause 3 of the Memorandum of the Association, members of the Board shall hold office in an honorary capacity and shall not be personally responsible for any liability lawfully incurred by the Association: the Association is a non-profit-making organisation.
14. (a) The Board can take and agree decisions by letter or electronic mail if no Board member demands a meeting. The President (referred to in Article 25 hereof) will determine whether to call a Board meeting. Minutes of the discussions and final decisions will be made in all cases.
(b) Two Board members shall form a quorum.
15. 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 by not later than one month from receipt of the request.
16. Unless otherwise stated, all Board decisions shall be passed by a simple majority of votes. In the event of equality of votes the President will have a casting vote.
17. The application by the Board of any disciplinary measure against any Member and/or representative shall require the approval of not less than a three-quarters majority of the entire Board.
18. 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 nature.
19. All the Members shall have the right to vote for the election of the Board.
20. (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 shall be persons who are members of Members who will have joined the Association at least six months prior to the election.
(c) Only one person representing the same Member can sit on the Board.
21. Election for membership of the Board shall take place during the FIDE Olympiad. Members of the Board will therefore be elected for a period of two years. Nomination papers, obtainable from the Association, should be completed and submitted to the General Secretary of the Association not less than one calendar month before the commencement of the Olympiad. A list of the nominated candidates shall be sent by the General Secretary to all Members together with:
(a) a notice convening the General Assembly and
(b) a certificate of entitlement to vote.
In the event that the number of nominated candidates should be less than four, the elected Board members will co-opt by majority vote any other person or persons they deem appropriate, representing Members different from those already elected.
22. Voters should surrender to the scrutineers or, in their absence, to the official of the Association conducting the voting, the electoral certificate in exchange for a ballot paper, duly signed by the official. The official shall have the right to check the identity of any voter by demanding the presentation of an official document of identity. A cross or a clear mark should be placed against the name of each and every candidate voters may wish to elect. Any number of marks exceeding the number of members to be elected or any writing on the ballot paper other than the registration of the vote shall invalidate the ballot paper.
23. In the case of two or more candidates securing an equal number of votes the election shall be decided by the drawing of lots by the official.
24. (a) Any vacancies in the Board shall be filled within thirty days, but the Board may continue to act notwithstanding any vacancy.
(b) Should a vacancy occur in the Board, the person (if any) with the next highest number of votes at the last elections shall fill the vacancy for the remaining period of the year. If there is no such person, a by-election will be held in the usual manner, after a call for nominations to fill the vacancy or vacancies.
OFFICERS
25. A President, a Vice-President, a General Secretary and a Treasurer shall be elected from and by the members of the Board at its first meeting immediately after the election of the Board.
26. The President shall convene and preside over all General Assemblies and meetings of the Board and any executive committee appointed by Board. The President is to ensure the strict observance of the Articles of Association in the discussions and deliberations of such meetings.
27. In the absence of the President, the Vice-President and failing him the General Secretary shall enjoy all the powers accorded to the President under these Articles of Association.
28. It shall be the duty of the Treasurer to exercise overall control over the financial administration of the Association and to submit accounts (duly audited if so required by the General Assembly) to the Board. The financial year of the Association shall run from the 1st July to the 30th June of each year. The Board shall present the said accounts to the Annual General Assembly for approval as provided in Article 33 hereof.
29. The Association’s Auditor, if appointed at the Annual General Assembly in terms of Article 33 hereof, shall not be eligible for membership of the Board during his term of office.
30. No claims for money due to the Association shall be abandoned without the approval of the Board. Similarly no property shall be written off without the consent of the Board.
31. All bank documents shall be signed by any one of the following namely:
(a) the President,
(b) the General Secretary and
(c) the Treasurer.
32. The Board may appoint, on a part-time or full-time basis, a person who shall be responsible for the execution of policies laid down and directives given by the Board, funds permitting. He may also be responsible for the administration of the Association’s office and activities. He shall report to the President of the Board. The Board may also appoint such other staff as may be required from time to time. Such staff shall fulfil their duties under the overall control of the officers referred to in Article 25 hereof.
GENERAL ASSEMBLIES
33. An Annual General Assembly shall be held during each of the ESNA Team Championship and the FIDE Olympiad. The proceedings of the Annual General Assembly shall include an address by the President, the presentation, discussion and approval of the ESNA’s accounts for the preceding financial year and the appointment of an auditor (if any). 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 and activities of the Association as defined in the Memorandum. Motions shall be presented in writing to the President not less than four weeks before the Annual General Assembly and shall be circulated with the relevant agenda. An Extraordinary General Assembly may be held during the year at the discretion of the Board.
34. (a) Members shall be given at least three months’ notice of all General Assemblies, annual or extraordinary.
(b) Sixty per cent of the total number of persons entitled to vote shall form a quorum. If a quorum is not present at the appointed time the President shall postpone the meeting for an appropriate time following which those members present will be considered a quorum, provided that not less than thirty per cent entitled to vote shall be present.
35. The President shall be bound to convene an Extraordinary General Assembly if so requested by not less than sixty percent of Members. In their request, which shall be in writing, the said Members shall give particulars of the purpose for convening the meeting. The meeting shall be called and held within three months of receipt of the request.
36. Saving anything to the contrary in these Articles, all decisions at General Assemblies shall be passed by a majority of votes of those present.
VOTES
37. (a) Any Member will be entitled to one vote only.
(b) At General Assemblies votes shall be taken by a show of hands, or by secret ballot if so desired by at least five of the Members entitled to vote.
(c) Members may exercise their voting rights at their sole discretion through the representative appointed under Article 6 hereof.
(d) Proxies may be permitted as directed by the Board but voting by post shall not be allowed.
38. Any Member shall forfeit its right to vote at General Assemblies if its subscription for the preceding year is in arrears at the time when such meetings are held.
39. The chairman of any meeting shall have an original vote and, in the case of an equality of votes, he shall have the right to exercise a casting vote.
SUBSCRIPTIONS
40. (a) Any subscription fee shall be payable yearly in advance.
(b) Such subscription shall be payable as determined by the Board from time to time..
(c) If a subscription is payable, applications for membership shall not be considered unless accompanied by the subscription fee for at least one year’s membership.
(d) If, by the time a subscription falls due, a Member has not yet paid the previous year’s subscription, it shall not be entitled to benefit from reduced rates or services available to Association Members.
(e) Any Member who resigns or forfeits its membership shall on re-joining be liable to pay a re-admission fee equivalent to one year’s subscription (if any) apart from the annual subscription fee (if any).
COMMITTEES
41. (a) The composition, election of officials and terms of reference of committees (if any) shall be as established by the Board from time to time.
(b) The Board may appoint executive or other committees to deal with matters of constant recurring importance or for any of the objects or activities referred to in Clause 3 of the Memorandum and Article 5 hereof. Either the President or the General Secretary shall be an ex officio member on any such committee.
(c) Any group of Members may request the Board to elect a 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 Association.
(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 thereat unless such representative is a member of the Board and therefore entitled to vote as such.
42. Any committee, not being a committee referred to in Article 26 hereof, shall appoint at its first meeting a chairman by a majority of votes.
43. 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
44. In judicial proceedings the Association 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 General Secretary. In the absence of both these officers representation shall vest in the member or members appointed by the Board.
45. 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.
46. It shall be lawful by a resolution approved by a two-thirds majority of the number of Members present at any General Assembly to amend or revoke any of these Articles of Association or to make such other Articles in addition as to them shall seem proper.
47. The Board shall be the sole interpreter of these Articles of Association.
48. The dissolution or winding up of the Association shall be decided by a two-thirds majority of the members present at a General Assembly convened for the purpose. Any surplus funds at the time of such dissolution or winding up shall be disposed of as provided for in Clause 5 of the Memorandum of the Association.
ANNEX A – ELIGIBLE COUNTRIES
1) ANDORRA
2) CYPRUS
3) FAROE ISLANDS
4) GUERNSEY
5) JERSEY
6) LIECHTENSTEIN
7) LUXEMBOURG
8) MALTA
9) MONACO
10) SAN MARINO
