ARTICLES OF ORGANIZATION
(Under G.L. Ch. 180)
ARTICLE I
The name of the corporation is

WESTERN MASSACHUSETTS CHESS ASSOCIATION, INC.

ARTICLE II

The purpose of the corporation is to engage in the following activities
The purpose of the Corporation shall be educational and instructional, to broaden and develop chess as art and recreation and as a significant element of culture in Western Massachusetts. The Corporation shall cooperate with schools, colleges, community centers, and other groups and institutions in teaching chess, conducting tournaments and other chess activities. The Corporation shall disseminate information through its publications and representatives. The Corporation is pledged:

    (a) to operate exclusively for educational, recreational, and social welfare purposes.

    (b) that no part of its contributions, dues, or net income shall inure to the benefit of any individual, except that trophies or prizes awarded in the course of its education program shall not be so construed.

    (c) that the Corporation is not operated for profit and that neither principal nor income of its funds may be used in any attempt to influence legislation.

ARTICLE III

If the corporation has one or more classes of members, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

Regular Membership:

    Any person who resides in the counties of Berkshire, Franklin, Hampden, Hampshire, or Worcester of the state of Massachusetts may become a regular member with full voting privileges upon payment of dues as specified by the Bylaws.

Junior Membership:

    Any person under the age of 20 who resides in the counties of Berkshire, Franklin, Hampden, Hampshire, or Worcester of the state of Massachusetts may become a junior member with full voting privileges upon payment of dues as specified by the Bylaws.

Associate Membership:

    Any person may become an associate member with no voting privileges upon the payment of dues as specified by the Bylaws.

Other Membership:

    The directors may offer other categories of membership that differ from these only with respect to the amount of dues and to any periodical that the membership entitles.

ARTICLE IV

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolutions, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:

The corporation shall have the following powers in furtherance of its corporate purposes:

    (a) The corporation shall have perpetual succession in its corporate name.

    (b) The corporation may sue and be sued.

    (c) The corporation may have a corporate seal wich it may alter at pleasure.

    (d) The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.

    (e) The corporation may purchase, receive or take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any other interest therein, wherever situated, in an unlimited amount.

    (f) The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.

    (g) The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated.

    (h) The corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities.

    (i) The corporation may make contracts, give guarantees in furtherance of its corporate purposes and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumberance of, or security interest in, all or any of its property or any interest therin, wherever situated.

    (j) The corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

    (k) The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, Chapter 180, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes.

    (l) The corporation may pay pensions, establish and carry out pensions, savings, thrift and other retirement and benefit plans, trusts and provisions for any or all of its directors, officers and employees.

    (m) The corporation may make donations in such amounts as the members or directors shall determine, irrespective of corporate benefits, for the public welfare or for community funds, hospital, charitable, religious, educational, scientific, civic,or similar purposes, and in time of war or other national emergency in aid thereof; provided that, as long as the corporation is entitled to exemption from federal income tax under Section 501(c)(7) of the Internal Revenue Code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary or educational purposes or for the prevention of cruelty to children or animals.

    (n) The corporation may be an incorporator of other corporations of any type or kind.

    (o) The corporation may be a partner in any business enterprise which it would have power to conduct by itself.

    (p) The corporation may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the members.

    (q) Meetings of the members may be held anywhere in the United States.

    (r) The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501(c)(7) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and council fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office: or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such a director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or (c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such director, officer, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors," "officers," "employees," and "agents" include their respective heirs, executors and administrators, and an "interested" director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

    (s) No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer, or member of this corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this corporation, and

    (1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;

    (2) no such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act: and

    (3) any such director of this corporation may be counted in determining the existance of a quorum at any meeting of the directors or of any committee therof which shall authorize any such contract, transaction, or act, and may vote to authorize the same;

the term "interest" including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; the term "concern" meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.

    (t) No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purpose other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propoganda, or otherwise attempting, to influence legislation except to the extent that the corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501(c)(7) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code.

    (u) Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefor, all of the assets of the corporation shall be disposed of to one or more organizations that are exempt from federal income tax under Section 501(c)(7) of the Internal Revenue Code.

    (v) In the event that the corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code, then notwithstanding any other provisions of the articles of organization or the by-laws of the corporation, then the folowing provisons shall apply;

    The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.

    The directors shall not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue Code., nor retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; nor make any investments in such a manner as to incur tax liability under Section 4944 of the Internal Revenue Code; nor make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

    (w) The corporation shall have and may exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Commonwealth of Massachusetts; and provided, further, that the corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from federal income tax which the corporation may receive under Section 501(c)(7) of the Internal Revenue Code.

    (x) Notwithstanding anything elsewhere herein provided, the corporation is organized and shall be operated exclusively for charitable, educational and scientific purposes, as said terms have been and shall be defined in and pursuant to Sections 170(c) and 501(c)(7) of the Internal Revenue Code of 1986, as amended, and as said sections may from time to time be amended or added to, or under any successor sections thereto. Powers of this corporation shall be exercised only in such manner as to assure charitable, educational and scientific purposes, as so defined, it being the intention that this corporation shall be exempt from Fedral income taxes and that contributions to it shall be deductible persuant to said sections of said Code, and all purposes and powers herein shall be interpreted and exercised consistent with this intention.

    (y) All references herein: (i) to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; (ii) to the General Laws of the Commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said General Laws or chapter as now in force or hereafter amended; and (iii) to particular sections of the Internal Revenue Code or the General laws of the Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.

If there are no provisions, state "None".

Note: The preceding four (4) articles are considered to be permanent and may ONLY be changed by filling appropriate Articles of Amendment.

ARTICLE V

By-laws of the corporation have been duly adopted and initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out below, have been duly elected.

ARTICLE VI

The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if a later date is desired, specify date. (not more than 30 days after the date of filing)

The information contained in ARTICLE VII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.

ARTICLE VII

a. The post office address of the initial principal office of the corporation IN MASSACHUSETTS is:
Intentionally left blank by the webmaster.

b. The name, residence and post office address of each of the initial directors and following officers of the corporation are as follows:
Since some of the officers and directors listed below have left office and existing officers and directors addresses have changed, their addresses are intentionally left blank by the webmaster.

President: David Lees

Treasurer: Robert Campbell

Clerk: Robert Bornholz

Directors: (or officers having the powers of directors), Above named officers are also Directors. Other Directors are:

John Dould
Alan Razcka
Harvey Burger
Irving Pierce
David Hall
Norman Nixdorf
Ali Nuernburg
Marvin Moss

c. The fiscal year of the corporation shall end on the last day of the month of June

d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is None

I, We the below-signed INCORPORATORS do hereby certify under the penalties of perjury that I, We have not been convicted of any crimes relating to alchohol or gaming within the past ten years. I, We do hereby further certify that to the best of my, our knowledge the above-named principal officers have not been similarily convicted. If so convicted, explain

IN WITNESS WHEREOF and under the pains and penalties of purjury, I, We, whose signatures appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Laws Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 30th day of May 1990
Signatures appear on the original document above the typed names indicated below

David Lees John Dould Irving Pierce Ali Nuernburg

Robert Campbell Robert Bornholz Harvey Burger Norman Nixdorf

NOTE: If an already-existing corporation is acting as incorporator, type in the exact name of the corporation, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said corporation and the title he/she holds or other authority by which such action is taken.