THE AMENDED CONSTITUTION AND BY-LAWS OF NCFP

BY- LAWS OF NATIONAL CHESS FEDERATION OF THE PHILIPPINES, INC. ARTICLE I MEMBERSHIP SECTION I. CLASSES OF MEMBERS- The following shall be the members of the Organization. a) A Charter Member - is any chess player who is a signatory to the Articles of Incorporation. b) A Regular Member is any chess club/organization duly organized for the purpose which has at least ten (10) members and which may be affiliated with the Organization. c) An Associate Member is any chess player who is not a member of any chess club but who affiliates himself/herself individually with the Organization. d) An Honorary Member is any chess enthusiast of national or international prestige, who shall be conferred upon the honor as such by the Board of Directors. e) A Patron is any individual or entity who shall render financial/or material assistance to the projects and activities of the Organization.

SECTION 2. ADMISSION OF MEMBERS a) Any individual or chess club qualified in accordance with the requirements of the Membership Committee, may apply for and be admitted to membership by the Board of Directors. b) Applications for membership shall be made in writing to the Secretary General on forms duly prescribed for such purpose, which shall be submitted to the Membership Committee for deliberation. c) Membership Identification Cards may be issued to each duly registered individual member and affiliate of the Organization.

d) Membership Certificates are issued only to Regular Members.

SECTION 3. TRANSFERS a) Membership in the Organization is NON-TRANSFERABLE. b) Transfer of an affiliate from one club to another or any individual member joining a club may be allowed, provided that the Secretary General is notified in writing to that effect, stating the reason/s of such transfer.

SECTION 4. CLASSIFICATION AND RE-CLASSIFICATION a) Each individual member/or affiliate shall be classified and re-classified from time by the Membership and the Classification and Titles Committees, respectively. b) Each individual member or affiliate shall not be listed or registered with the Organization under more than one club or organization nor under false names and pretenses. c) The roll of members and affiliates as submitted by the Membership Committee to the Secretary General and certified by the Treasurer as to payment of membership fees, five (5) days prior to the holding of the annual or special convention.

ARTICLE II FEES, DONATIONS, CONTRIBUTIONS AND OBLIGATIONS

SECTION 1. FUNDS, FEES, DUES, ETC. a) Each Charter Member of the Organization shall pay an initial membership fee of One Hundred (=P=100.00) Pesos. b) Each Regular Member shall pay an annual membership fee to be determined by the Board of Directors as recommended by the Membership Committee. c) All individual members/or affiliates shall be issued Identification Cards provided, however, that the Patrons and Honorary Members shall be given such membership cards free of charge. d) The Board of Directors shall from time to time change such membership fees, dues, etc. as the exigencies of the economic conditions may warrant.

SECTION 2. DONATIONS AND CONTRIBUTIONS a) Voluntary donations and contributions, unless otherwise specified by the contibutor/or donor, shall in the case of monies, go to the general fund and in the case of personal and real properties, shall form part of the assets of the Organization. b) All such donations and contributions shall properly be receipted for and entered by the Treasurer of the Organization in the books of account provided for such purpose.

SECTION 3. OBLIGATIONS a) All obligations of members to the Organization or vice-versa, whether financial, material/or physical, must be complied with on or before the date of maturity of such obligations. b) Any member not duly complying with his/her obligation as stated in the preceding paragraph shall be declared DELINQUENT by the Secretary General and if he/she is a voting member, he/she may be considered a voting member NOT IN GOOD STANDING and as such, the Board of Directors may suspend or expel such kind of member from the Organization.

ARTICLE III RIGHTS AND PRIVILEGES

SECTION 1. CHARTER MEMBERS Shall have the right to vote.

SECTION 2. REGULAR MEMBERS a) May send delegates on the basis of one (1) delegate per ten (10) duly registered affiliates to an annual or special convention and to any regular or special meeting called for the purpose.

b) May have their duly accredited delegate/s exercise the right to vote provided, however, that no Regular Member can cast more than ten (10) votes regardless of the number of its members/affiliates. c) May have one of their delegate be elected to any office or responsibility in the Organization. d) May have their affiliates be recognized, classified and rated according to the rules and regulations of the Organization. e) May have their affiliates participate in any local and international chess competition or conference. f) May receive chess paraphernalia, information, literature/or other materials for instructions. g) May have their representative inspect the books of account of the Organization during reasonable office hours. h) May have their affiliates enjoy the use of the facilities, equipments or any conveniences that may be put up by the Organization for such purpose.

SECTION 3. ASSOCIATE MEMBERS May have the same rights and privileges accorded to regular members-affiliates.

SECTION 4. HONORARY MEMBERS a) May have the same rights and privileges accorded to Associate Members. b) May suggest some constructive measures and policies to be adopted by the Board of Directors.

SECTION 5. PATRONS May enjoy the same rights and privileges accorded to the Honorary Members except the right to vote.

ARTICLE IV CONVENTIONS, MEETINGS AND ELECTIONS

SECTION 1. ANNUAL CONVENTIONS a) Shall be called by the Board of Directors through the President and may be attended by all voting members of the Organization at a date, time and venue to be fixed by the Board of Directors. b) A notice of this effect, including the agenda to be taken up, shall be sent by the Secretary General to all members at least two (2) weeks before the convention. c) Every four (4) years beginning the year 2008, the President through the Board of Directors shall call for the elections of the members of the Board of Directors, who shall thereafter elect from among themselves and from other members in good standing the officers of the organization. Pursuant to Article 47 of the Corporation Code and for the proper and convenient transaction of its corporate business affairs, immediately after the adoption of this by-laws, the general assembly shall call for the general election of the Members of the Board.

SECTION 2. SPECIAL CONVENTIONS a) Shall be called by the Board of Directors, through the President and/or Secretary General and may be attended by all voting and non-voting members of the Organization. b) May follow the same procedure in the case of annual conventions.

SECTION 3. REGULAR MEETINGS a) Of the Board of Directors shall be at least once every six (6) months and may follow the procedure in the case of the annual conventions. b) Of the Committees shall be held as often as necessary and may follow the applicable procedure in the case of annual conventions.

SECTION 4. SPECIAL MEETINGS a) Of the Board of Directors may be called by the President or as may also be called by the Secretary General upon a written request one-third (1/3) of the total membership of the Organization. b) May follow the same procedure as in the case of annual conventions.

SECTION 5. MAJORITY AND QUORUM a) A majority of the members of any of the bodies of the Organization or of the Organization itself, who are in good standing as defined above, who shall be present in person, during a particular meeting shall constitute a quorum. b) A quorum shall mean more than one-half (1/2) of the membership of a particular body of the Organization or the Organization itself taken as body. c) The decision of the majority of the said quorum on any matter brought up for resolution shall bind the Organization provided, however, that the Board of Directors shall make the final decision on matters involving general policies.

SECTION 6. MANNER OF VOTING AND ELECTIONS a) Only accredited delegates of Regular Members (clubs/or organizations) and the Charter Members , all in good standing as defined above and as attested to by the Secretary General, shall be qualified to exercise the right to vote. b) The President , shall appoint at least three (3) members of the Election Committee among the delegates with good standing to conduct the election and proclaim the winners. However, for the first election after the adoption of this By-Laws, any member of good standing as delegate shall preside over the election and shall appoint three (3) members of the Election Committee, who shall conduct the election and proclaim the winners. The three (3) members shall be from the regular members of good standing. c) The election of directors shall be done by secret written ballot or by acclamation. e) Not more than one (1) director, shall be elected from among the voting member affiliates of one (1) organization and/or club. f)Upon failure of a quorum at any annual convention for the election of directors or for failure of election, the incumbent directors of the Organization shall hold over and shall continue to act as such until their successors are duly elected and qualified.

ARTICLE V THE BOARD OF DIRECTORS SECTION 1. COMPOSITION Shall be composed of FIFTEEN (15) members.

SECTION 2. QUALIFICATIONS Shall be elected from among the voting members in good standing qualified as such as defined above.

SECTION 3. TENURE OF OFFICE All directors shall serve for a term of four (4) years, with re-election, or until their successors are elected and duly qualified.

SECTION 4. DUTIES, FUNCTIONS AND POWERS a) Shall create or make uniform and standard policies. b) Shall elect from among themselves and from other members of good standing, the officers of the Organization. c) Shall appoint office personnel, determine their functions, duties and powers and fix their responsibilities and their compensations. d) Shall create permanent or temporary committees, advisory councils, provincial chapters/or regional branches. e) Shall call and attend conventions and meetings and fix the exact day, date, time and place also the business or agenda of such conventions and meetings. f) Shall pass final judgement over the actuations of all members of the Organization. g) Shall impose and enforce sanctions and penalties. h) Shall remove by two-thirds (2/3) vote of its members, any member of the Organization for the culpable violation of the Constitution and the By-Laws of the Organization; for conduct unbecoming of a worthy member, for other misdemeanor that tend or cause to bring discredit upon the Organization, provided, however, that such erring member shall be given at least thirty (30) days notice to prepare for his/her defense. i) Shall declare vacant the position of any officer of the Organization and shall fill such vacancy for the unexpired term of the position thus left vacant. j) Shall reinstate by two-thirds (2/3) vote of any individual or organizational member suspended or expelled as the case may be. k) Shall define, establish and designate conditions, rules and requirements governing local tournaments.

l) Shall rate, recognize, classify, confer upon, grant/or award periodically to meritorious individuals such titles befitting them. m) Shall admit any eligible individual, club/or chess organization to membership. n) Shall enter into negotiations/or alliances with other chess organizations of other countries, through the President and the Secretary General. o) Shall devise ways and means of implementing the policies in order to carry out the objectives of the Organization.

SECTION 5. ABSENCES, SICKNESS AND DISABILITIES Absences in scheduled meetings, other than sickness or disability is punishable by imposing upon the director such fines as the Board may determine.

SECTION 6. RESIGNATIONS a) Any director, officer or employee may resign his/her position at any time. b) Upon such resignation, it shall be his/her duty to give a full accounting of his/her funds, equipments, duties and functions to the Board of Directors in such a manner as the Board may determine.

SECTION 7. REMOVALS a) Any director, officer or member may be removed from his/her office or position for cause. b) Directors may not remove one of their member, but they may remove the President of the Organization as President, but not as a director. b) Any director may be removed from office by a vote of two thirds (2/3) of the voting members in good standing, present at a regular or special meeting called for such purpose and after previous notice to the voting members of the intention to propose such removal at the meeting.

SECTION 8. VACANCIES Any vacancy in the Board or any office shall be filled by the Board of Directors for the unexpired term, provided in the remaining directors can still constitute a quorum.

SECTION 9. CORPORATE ACT A majority of directors shall constitute a quorum for the transaction of corporate business and any decision of the majority of the quorum duly assembled as a Board shall be valid as a corporate act.

ARTICLE VI THE OFFICERS SECTION 1. COMPOSITION a) The officers of the Organization are a CHAIRMAN OF THE BOARD, a PRESIDENT, three VICE PRESIDENTS, a SECRETARY GENERAL. A TREASURER and an AUDITOR who shall be elected by the members of the Board from among themselves. b) A Federation International des Echecs (FIDE)/World Chess Organization DELEGATE who shall be appointed by the President, with concurrence of the Board of Directors from among the members of good standing. c) An EXECUTIVE OFFICER, under his supervision shall be a MEMBERSHIP OFFICER, a EVENTS OFFICER and a TRAINING AND DEVELOPMENT OFFICER who shall be appointed by the President.

SECTION 2. DUTIES, FUNCTIONS AND POWERS a) THE CHAIRMAN OF THE BOARD The Chairman of the Board shall preside at all meetings of the Board of Directors. b) THE PRESIDENT b-1) Shall be the Chief Executive Officer of the Organization b-2) Shall preside at the meetings of the Executive Committee and during conventions, general assemblies and elections. b-3) Shall watch over the general affairs of the organization.

b-4) Shall jointly with the Secretary General enter into negotiations and alliances with other chess organizations of other countries.

b-5) Shall jointly with the Secretary General issue directives, orders, press releases and reports concerning the affairs of the organization.

b-6) Shall perform all the duties and functions inherent in the Office of the President and such other duties and functions as the Board of Directors deems it wise and proper for him/her to perform.

a) THE VICE PRESIDENT c-1) In case of permanent vacancy the Vice President will take over. c-2) Shall also perform such duties and functions as may assigned to them by the President and the Board of Directors as the case may be. c-3) Shall act as the general coordinators and supervisors over full implementation of the policies of the Organization.

b) THE TREASURER d-1) Shall have the custody and shall keep a true, accurate and proper account of every single item of money, property, equipment, asset/or liability of the Organization.

d-2) Shall have such books of account be opened for scrutiny and examination by any member of the Organization through the finance committee. d-3) Shall deposit all cash and negotiable instruments belonging to the Organization under the name NATIONAL CHESS FEDERATION OF THE PHILIPPINES, INC and shall hold only in safekeeping such funds as may be appropriated on an annual basis by the Board of Directors for the administrative maintenance of the Organization. d-4) Shall countersign all checks, notes and negotiable instruments of the Organization. d-5) Shall render as the exigencies require, such reports regarding the true status of finance, funds, properties and equipments belonging to the Organization, at every annual convention or at a special meeting called for the purpose. d-6) Shall collect/or receive fees, duties, contributions/or donations of individual, clubs/or chess organizations properly receipted for and duly recorded on duty authorized books of account of the Organization. d-7) Shall disburse the funds of the Organization as required by the Board of Directors.

c) THE SECRETARY GENERAL e-1) Shall properly keep tract and file a record of minutes of all meetings of the Board of Directors and of the Organization. e-2) Shall be the custodian of the official seal of the Organization, contractual documents and other papers and records of meetings of the bodies of the Organization. e-3) Shall attest all membership certificates and identification cards of all members and all formal contracts entered into by the Organization. e-4) Shall attend to all correspondence of the Organization. e-5) Shall render and issue annual reports of his/her office at the annual convention or special meetings called for the purpose. e-6) Shall send out notices of meetings or elections, either verbal or written as the case may be.

d) THE AUDITOR f-1) Shall conduct an audit of all funds, books of account, financial statements and all assets and liabilities of the Organization. f-2) Shall perform all other audit functions as may be ordered by the Board of Directors.

SECTION 3. TERM OF OFFICE (Appointed Officers) a) The term of office of all officers shall be for a period of two (2) years and until their successors are duly appointed and qualified. Such officers may however be sooner removed for cause. b) If any position of the officers becomes vacant by reason of death, resignation, disqualification or for any other cause, the Board of Directors, by majority vote may elect a successor who shall hold office for the unexpired term.

SECTION 4. COMPENSATION a) The Board of Directors , upon recommendation of the President, may determine the officers, members and employees who shall receive compensation for their services to the Organization. b) A Director shall not be precluded from serving the Organization in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.

ARTICLE VII OFFICES The principal office of the Organization shall be located at the place approved by the Board of Directors. Its day to day activities shall be managed by the Executive Officer.

ARTICLE VIII THE COMMITTEES

SECTION 1. THE EXECUTIVE COMMITTEE

a) Shall be composed of the President as its Chairman and Presiding Officer, the Secretary General as its Recorder, and five (5) other members that may be chosen by the President from among the members of the Organization in good standing. b) Shall act on all matters pertaining to the administrative activities of the Organization. c) Shall prepare, study and approve all annual and special reports of the Organization. d) Shall adopt and recommend measures to the Board of Directors. e) Shall coordinate the work and activities of other committees. f) Shall devise ways and means of attaining high administrative efficiency.

SECTION 2. THE MEMBERSHIP COMMITTEE a) Shall be composed of a Committee Chairman and two (2) other members that may be chosen by the Committee Chairman from among the members of the Organization in good standing. b) Shall screen all applications for membership and shall make recommendations to the Board of directors. b) Shall classify and re-classify all members each year and shall prepare such list or roll members in good standing, and such list must be ready for attestation at least seven (7) days before the holding of the annual convention. c) Shall perform such other duties and functions as the Board of Directors may determine from time to time.

SECTION 3. THE FINANCE COMMITTEE a) Shall be composed of a Chairman and two (2) other members that may be chosen by the Committee Chairman from among the members of the Organization in good standing. b) Shall act on all matters pertaining to soliciting/raising funds, levying fees and dues, maintaining adequate supplies and equipments for administrative purposes.

c)Shall prepare, study and submit a written estimate of receipts and expenditures the Organization headquarters, with a view of making the working budget of the Organization for the ensuing year. d)Shall see tom it that under no circumstances will there be financial obligations incurred beyond and above the amount appropriated for such office or body of the Organization. e)Shall devise ways and means of implementing the financial policies of the Organization.

SECTION 4. THE PROMOTION AND PROGRAMMING COMMITTEE a) Shall be composed of a Chairman and two (2) other members that may be chosen by the Committee Chairman from among the members of the Organization in good standing. b) Shall act on all members pertaining to the promotion and programming of all chess activities of the Organization. c) Shall devise ways and means of implementing the promotions policies of the Organization.

SECTION 5. THE PUBLICATION COMMITTEE a) Shall be composed of the Editor-in-Chief of the Organizations chess journal as the Chairman and such member of assistants are necessary to be chosen by the Committee Chairman from among the members of the Organization in good standing. b) Shall act on all matters regarding to the publication, editing and circulation of the said chess journal and other chess literature for the consumption of the Philippine Chess reading public. c) Shall devise ways and means of popularizing and elevating the sport of chess to its proper place as a top Philippine sport.

SECTION 6. THE INTERNAL AFFAIRS COMMITTEE a) Shall be composed of a Chairman and two (2) other members that shall be chosen by the Committee Chairman from among the members of good standing. b) Shall investigate all charges for suspension/or expulsion of members, either muto-propio or charges referred to it by the Board of Directors, provided, however, that the member against whom charges are made shall be given all the opportunities to defend himself. c) Its recommendation, if unfavorable to the erring member, is subject to review by the Board of Directors , whose decision shall be final. d) The Code of Ethics of the Philippine Olympic Committee (POC) is hereby adopted as a Code of Ethics of the Organization. d) Shall perform other duties and functions which the Board of Directors shall assign to it from time to time.

SECTION 7. THE CLASSIFICATION, RATING AND TITLES COMMITTEE a) Shall be composed of a Chairman and two (2) other members that shall be chosen by the Committee Chairman from among the members of the Organization in good standing. b) Shall act on all matters affecting the classification and rating of all chess players with a view to conferring upon and awarding such ratings and titles befitting them with the approval of the President and Secretary General. c) Shall devise ways and means of implementing the classification and rating policies of the Organization

SECTION 8. THE OTHER COMMITTEES The Board of Directors shall in its own discretion create other committees to implement other general and specific policies and objectives of the Organization.

ARTICLE IX

THE SEAL The corporate seal shall be determined by the Board of Directors.

ARTICLE X AMENDMENTS These By-Laws may be amended; repealed and/or altered in whole or in part by a majority vote of the members of the Board of Directors and by 2/3 vote of the members of the Organization at any of its regular or special meetings called for the purpose.

ARTICLE XI ADOPTION Adopted and ratified this 19th day of January 2008 upon affirmative vote of the undersigned members representing at least a majority of the members of the Organization.

IN WITNESS WHEREOF, WE have hereunto subscribe our name on the date above stated.

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