This file incorporates four documents describing the formal structure of the American Go Association:

o Resolutions of Incorporation
o Exhibit A. Bylaws of American Go Association, Inc.
o Summary of Checks and Balances of new AGA By-Laws
o Manual of Operations

Resolutions of Incorporation

Unanimous Written Consent in Lieu of
Organizational Meeting of Board of Directors

Resolved, that the By-laws attached hereto as Exhibit A are hereby approved as the By-laws of the Corporation.

In order to give the operations of the former, unincorporated American Go Association correct legal form and status under the new American Go Association, Inc. , it is resolved that:

1. For the purposes of managing the Corporation, the U.S. is divided into three geographical Regions, namely Eastern, Central, and Western, with an elected representative from each who serves as Vice President. Chapters may request changes in their affiliation and shall be notified if their affiliation is changed.

2. The following individuals hereby are elected to the offices set forth opposite their names to serve until their successors are elected and qualify:

Title	Name
President	Phil Straus
Vice President, Western	Ernest Brown
Vice President, Eastern	Chen-Dao Lin
Vice President, Central	Roger White

3. When the Board of Directors moves to fill a vacancy among Elected Officers, if the remaining term to be filled is greater than one year, a special election shall be held. In any election for President, the candidates shall provide a statement in writing: that they have read the AGA By-Laws, and that they are now and have been full AGA Members and residents of the U.S. (Region in the case of Regional Vice President) for at least one year, and either a) have been an officer for at least one year, or b) present a petition representing 1/3 of the weighted Chapter votes.

4. For the purposes of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the proper officers of the Corporation are hereby authorized to appoint all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and to make and file all necessary applications, certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein.

5. The following list of Officers are appointed to serve until their successors are appointed and qualify:

Title	Name
Secretary	Lawrence Gross
Treasurer	Michael Simon
Membership Secretary	Chris Garlock
Clubs Coordinator	Roger White
Publications Coordinator	Roy Laird
Education Coordinator	Peter Schumer
Membership Database Manager	Samuel Zimmerman
International Go Federation Director	Barbara Calhoun
Rules Committee Chair	Terry Benson

7. The Board resolves to define and limit the rights of Members in the following ways:

a) Limited Membership Limited Membership shall include the AGA Newsletter, participation in the AGA National Computer Rating System, and participation in AGA-sanctioned tournaments anywhere.

b) Full Membership shall confer all the benefits of Limited, but Full Members receive the Journal, may become candidates for U.S. representation in international tournaments, and may become AGA officers.

c) Chapter Membership Chapter Membership shall include the Journal and Newsletter, which the Chapter Club may circulate to all its members whether or not they are AGA members. Chapter Member clubs will receive in advance the agenda for each Assembly and are welcome to attend. Chapters with five or more AGA Members are entitled to vote on all major policy matters, whether in person, by proxy, or by mail ballot. Chapters shall be authorized to sell Limited Memberships.

8. Any and each of the officers of the Corporation is hereby authorized and directed to pay all fees and expenses incident to and necessary for the organization and incorporation of the Corporation. The proper officers of the Corporation hereby are authorized to file the registration forms required by the New York State Department of Law and New York Department of State, and such other registration forms as may be required by any agency of the State. The Treasurer of the Corporation shall prepare and file with the Internal Revenue Service an Application for Recognition of Exemption Under Section 501(c)(7) of the Internal Revenue Code.

9. The proper officers of the Corporation hereby are authorized and directed to do or cause to be done any and all such acts and things and to execute and deliver any and all such further documents and papers as such officer may deem necessary or appropriate to carry into effect the full intent and purpose of the foregoing resolutions.

This unanimous consent may be separately executed in two or more counterparts by the Directors of the Corporation.

In witness whereof, the undersigned have executed this Consent as of this 12th day of October, 1993.

SIGNATURES OF DIRECTORS

Ernest Brown Date

Barbara Calhoun Date

Chen-dao Lin Date

Roger White Date

Verified

Lawrence Gross, Secretary Date

By-laws of American Go Association, Inc.

ARTICLE I. PURPOSES

ARTICLE II. MEMBERS

a) Individual - Membership shall be open to all persons interested in the purposes of the Corporation.

b) Chapter - Any club or group of players which professes to support the purposes of the Corporation may become a Chapter Member. Each Chapter with five or more Individual Members shall designate at least one Chapter Representative, hereinafter referred to as "Representative."

Section 3. Meetings. The Assembly shall be held at the place, time, and date as may be fixed by the President of the Corporation, at any place within or without the State of New York.

Section 4. Notice of Meetings. Notice of the place, date, and hour of the Assembly shall be given to each Chapter Representative by first class mail or by personal delivery, not less than thirty nor more than fifty days before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.

Section 5. Conduct of Meetings. The President of the Corporation shall preside at all meetings of the Chapter Representatives or, in the absence of the President, a Vice President or a Chairman elected by those present. The Secretary of the Corporation shall act as Secretary at all meetings of the Chapter Representatives and all members may attend. The President shall circulate an Agenda to all Chapter Representatives and Officers at least 30 days in advance of such meeting. Conduct of business shall be governed by Robert's Rules of Order. If any four Chapter Representatives jointly request Board consideration of a proposal at least 30 days in advance of such meeting, it shall be placed on the next Meeting Agenda.

Section 6. Quorum. At all meetings of the Chapter Representatives, a one-fourth majority of the Representatives, weighted by the number of Individual Members of their Chapters, along with any two elected officers, whether present in person, by letter, or by proxy, shall constitute a quorum for the transaction of business.

Section 7. Voting. At any meeting of the Chapter Representatives, each Representative present shall be entitled to one vote for each ten Individual Members of their Chapter (rounded to the nearest ten, e.g. 5 to 14 Members - 1 vote, 15 to 24 Members - 2 votes, etc.) After any resolution vote, any Chapter Representative or his proxy may demand a Chapter Veto Vote, tallied by a count of one vote per qualifying Chapter. Voting by proxy shall be permitted. Upon demand of any person entitled to vote, any vote upon any question before the meeting shall be by ballot. Except in votes for election of officers, each elected officer shall be entitled to cast one vote apiece.

ARTICLE III. DIRECTORS

Section 2. Designation and Term of Office. Directors may elect new Directors by a majority vote, with the advice and consent of the Assembly of Chapter Representatives, for a maximum term of four years. Alternatively, a petition signed by ten percent of the Individual Members will serve to designate one Director, who may not be recalled except for gross negligence for two years after appointment. After such appointment by petition, the same Members' signatures on further petitions shall not be used for the purpose of appointing other Directors for a period of two years. Directors shall be at least eighteen years of age and need not be residents of New York State.

Section 3. Removal. Any Director may be removed for cause by a majority of the entire Board of Directors. Directors may also be removed by a weighted ballot vote of two-thirds of the Chapter Representatives. Such a removal vote must be initiated by at least four Chapter Representatives or by a petition signed by fifty Individual Members.

Section 4. Meetings. The Annual Meeting of the Board of Directors shall be held at the place, time, and date as may be fixed by the Board of Directors, or, if not so fixed, as may be determined by the President of the Corporation, at any place within or without the State of New York. Special meetings of the Directors may be called by the President and shall be called by the President or Secretary at the direction of not less than two Directors then in office, or as may otherwise be provided by law. Any request for such meeting shall state the purpose or purposes of the proposed meeting. Meetings may be held by telephone conference or other electronic means, as directed by the Board of Directors or the President and stated in the notice of meeting.

Section 5. Notice of Meetings. Notice of the place, date, and hour of the annual meeting shall be given to each Director and Officer by mail or by personal delivery, not less than ninety nor more than one hundred fifty days before the date of the meeting. Notice of the place, date, and hour of other meetings shall be given to each Director and Officer by mail or by personal delivery, not less than fourteen nor more than ninety days before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 6. Quorum. At all meetings of the Directors, a majority of the Directors, present in person, by letter, or by proxy, shall constitute a quorum for the transaction of business.

Section 7. Conduct of Meetings. The Board shall elect a Chairperson who will preside at meetings. The Secretary of the Corporation shall act as Secretary at all meetings of the Board, but in the absence of the Secretary, the presiding Chairperson may appoint any person to act as Secretary of the meeting. The President of the Corporation or at least one Vice President shall be present at all meetings of the Board. All Members may attend Annual Meetings of the Board; all Officers may attend other meetings of the Board.

Section 8. Voting. Voting by proxy shall be permitted. Upon demand of any person entitled to vote, any vote upon any question before the meeting shall be by ballot.

Section 9. Action by the Board. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation either before or after the action is taken, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Directors and the written consents shall be filed with the minutes of the proceedings of the Board of Directors. A Director may participate in a meeting of Directors by a conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

Section 10. Compensation. Directors shall not receive any stated salaries for their services as Directors, except that the Directors may receive reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.

ARTICLE IV. OFFICERS

Section 2. Election and Term of Office. The President and Vice Presidents shall be elected by mail ballot for a term of two years. A majority of the weighted Chapter votes tendered shall determine the winner. If no candidate has a majority, there shall be a runoff between the top two candidates. Only Chapters in that Region may vote in the election of the Vice President for that Region. All other officers shall be appointed by the President, subject to the approval of the Board of Directors.

Section 3. Removal. Any elected officer may be removed by a two-thirds vote of the Chapter Representatives. Any elected officer may be suspended from duty for cause by a two-thirds majority vote of the entire Board of Directors. Votes for removal by the Chapter Representatives must be initiated by at least six Representatives in the case of President and by four Representatives, with at least one from each of three Regions, in the case of Vice President. An officer may resign by written notice to the President. The resignation shall be effective upon its receipt or at a subsequent time specified in the notice of resignation. The Directors shall have power to fill any vacancies in any elected offices occurring from whatever reason.

Section 4. Compensation. Officers may recieve reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation. With the explicit consent of both the National Assembly and the Board of Directors, the officers of the Corporation may receive stated salaries for their services.

Section 5. President. The President shall have the general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation, and subject to the approval of the Board of Directors. The President shall preside at all meetings of the Chapter Representatives and of the Board of Directors; shall have general supervision of the affairs of the Corporation; shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Directors; and, in general, shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors, the President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

Section 6. Vice Presidents. The Vice Presidents in the order designated by the President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and the Chapter Representatives and record all votes and the minutes of all proceedings. The Secretary shall give, or cause to be given, notice of all meetings of the Directors and the Chapter Representatives for which notice may be required, and shall perform such other duties as may be prescribed by the President. The Secretary shall execute with the President all authorized conveyances, contracts, or other obligations in the name of the Corporation except as otherwise directed by the Directors.

Section 8. The Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in records which shall belong to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the President. The Treasurer shall render to the President and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all his or her transactions as Treasurer of the financial condition of the Corporation. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer, and such other duties as shall from time to time be assigned by the President or the Board of Directors. Annually, at a meeting of the Board of Directors, the Treasurer shall present a report showing in appropriate detail:

(1) the assets and liabilities of the Corporation as of a twelve month fiscal period terminating not more than six months prior to the meeting;

(2) the principal changes in assets and liabilities during that fiscal period;

(3) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes, for that fiscal period; and

(4) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period.

The report shall be filed with the minutes of a meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or to the Attorney General of the State of New York which includes the information hereinabove specified. The Treasurer shall, if required by the Board of Directors, give the Corporation such security for the faithful performance of his or her duties as the Board of Directors may require.

Section 9. Assistant Secretaries. The Assistant Secretaries (in the order designated by the President), in the absence of the Secretary, shall perform the duties and exercise the powers of Secretary and shall perform such other duties as the President shall prescribe.

Section 10. Assistant Treasurers. The Assistant Treasurers (in the order designated by the President), in the absence of the Treasurer, shall perform the duties and exercise the powers of Treasurer and shall perform such other duties as the President shall prescribe.

Section 11. Other Officers. The President may appoint other operating officers to fulfill various duties of the corporation.

Section 12. Employees and Other Agents. The President may appoint from time to time such employees and other agents as he or she shall deem necessary, each of whom shall hold office during the pleasure of the President, and shall have such authority and perform such duties and shall receive such reasonable compensation, as the President may from time to time determine.

ARTICLE V. COMMITTEES

Section 2. Term of Office. Each member of a committee shall continue as such until the annual Assembly, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof, or unless such member resign with appropriate notice.

Section 3. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules prescribed by the Board of Directors.

ARTICLE VI. CONTRACTS, CHECKS, BANK ACCOUNTS, AND INVESTMENTS

Section 2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, including stocks, bonds, or other securities, as to the President may seem desirable.

ARTICLE VII. BOOKS AND RECORDS

ARTICLE VIII. FISCAL YEAR

ARTICLE IX. SEAL

ARTICLE X. WAIVER OF NOTICE

ARTICLE XI. INDEMNIFICATION AND INSURANCE

ARTICLE XII. AMENDMENTS

SIGNATURES OF DIRECTORS

Ernest Brown Date

Barbara Calhoun Date

Chen-dao Lin Date

Roger White Date

American Go Association, Inc,

Summary of Checks and Balances of new AGA By-Laws

Elect each other, with advice and consent of Assembly.
Can recall officers and appoint temporary officers.
May refuse to permit President to act.

President - 2 year term

General powers to manage Corporation, with consent of Board.
Can appoint Officers (except Vice Presidents).
Can form committees.
Presides at all meetings.

Assembly of Chapter Representatives

Can recall Officers and Directors, or veto appointments.
Can determine rights of Members.

Individual Members

Can change By-Laws.
Petition of 10% can seat 1 Director who cannot be removed for 2 years.
Elect President and Vice Presidents.

Executive Committee - 4 elected Officers + 5 other Officers

If they disagree with President, can force appeal to Board.
Usually determine Agenda of Assembly.

American Go Association, Inc.

Manual of Operations

0) The buck stops here. Be the aspirin for AGA headaches.
1) Supervise/oversee/know-about all ongoing AGA Projects.
2) Maintain contact with all officers and operations.
3) Publish periodic "Letter from the President" pieces in the AGA Newsletter.
4) Make sure that the AGA meets its legal and financial requirements.
5) Work with the Tresurer to oversee the financial state of the AGA.
6) Make sure that jobs and volunteers continue to meet each others' needs.
7) Plan Congresses with current and future Congress directors.

Regional Vice President Executive Committee, vote

1) Assist the President.
2) Communicate with Chapters in respective Region, encourage their Representatives to participate in the development and implementation of national policies and activities.
3) Locate and motivate Area Coordinators.

Publications Coordinator Executive Committee, vote

Publish or supervise all publications including:

1) American Go Journal
2) American Go Newsletter
3) rating readouts
4) distribution items such as "What Is The AGA?", "What Is Go?", etc., which are prepared for promotional or educational purposes.

Membership Secretary Executive Committee, vote

1) Monthly membership renewal notices - each member gets five before we give up.
2) Membership Confirmation Packets, including new membership card and an AGA materials order form.
3) Membership Development, including strategies for increasing renewal rate, ideas for new/improved member services, and recruitment of new members.

Club Coordinator

1) Keep in touch with go clubs and groups everywhere in the US to make sure they know what services the AGA offers and how to ask for such help. Respond efficiently to their requests. Encourage club organizers to find and help beginners. Encourage and assist clubs to run AGA-sanctioned tournaments. Encourage clubs to become Chapter Members.
2) Gather current information about club activities and publish each year an updated "AGA CLUB CONTACT LIST" which is circulated freely to clubs and individuals and at Congresses. Prepare a special "Club Activities Report" which contains much more detail about each of the clubs and is made available for any who might be interested.

Treasurer Executive Committee, vote

1) Negotiate contracts of significant size.
2) Answer "What happened to my check" questions, and other financial letters. Ask "Account Closed" and "Account Overdrawn" check writers for a new check.
3) Bill for Journal and Newsletter ads if their Editors do not.
4) Keep AGA expenses down somehow.
5) Send quarterly summary reports to the all the members of the Executive Committee. Break down Journal and Newsletter costs.
6) Oversee all tax matters.
7) Prepare Annual Report and Proposed Budget for Annual Meeting Agenda.

Assistant Treasurer

1) With Admin. Assistant, receive and deposit incoming checks, record names and purpose of payment.
2) Audit bills, write checks, and keep the checkbook balanced. Copy Journal and Newsletter editors on bills received directly.
3) Keep computerized accounting records of historical and present Income, Checks, Trial Balance, Income Statement, Balance Sheet, and Budget.
4) Prepare Income Tax Returns.
5) Prepare Annual Report numbers.

Secretary Executive Committee, no vote

1) Record minutes of all meetings, held either in person, telephonically, or by E-Mail, of the AGA Executive Committee or the National Board, and record all votes taken as said meeting. Prepare and distribute minutes of said meetings.
2) Prepare and circulate results of all votes taken by the Executive Committee. 3) Execute all authorized contracts or other obligations as instructed by the President and Executive Committee.

IGF Director Executive Committee, vote

1) Attend the Board of Directors and General Meetings of the International Go Federation, at own expense. These meetings are held in conjunction with the World Amateur Go Championship in May each year, generally in Japan. The IGF pays for hotel accomodations. (The AGA has historically incurred no expenses in relation to this, but expenses are tax-deductible to the Director through the American Go Foundation.)
2) Requests by the AGA President having to do with international relations, for example, sending USGC invitations to overseas go associations.

Education Coordinator

1) Keep in touch with and send instructional materials to all persons involved in teaching and promulgating go in the U.S.

Ratings Statistician

1) Maintain ratings and tournament databases. Verify and analyze game results from AGA tournaments.
2) Prepare explanations of AGA Rating System.
3) Ratings Readout quarterly in Newsletter.

Rules Committee Chair

1) Determine AGA Rules of Go and prepare handouts.

Membership Database Manager

1) Input membership forms.
2) Update names/addresses.
3) Verify and assign ID numbers for rated players.
4) Generate reports as necessary, e.g. membership expirations, TD lists, and mailing labels.

Administrative Assistant

1) Collect and open mail. Receive/sort incoming membership data. Send forms and address changes to Database Manager weekly.
2) Deposit checks and send computerized list to Treasurer.
3) Refer requests for materials or other requests to appropriate officer or person.
4) Copy and mail Agenda and other U.S. Mail items.
5) Answer informational requests directly.

Publications Assistant

1) Send back issues and distribution items such as "What Is The AGA?", "What Is Go?", etc., which are prepared for promotional or educational purposes, in response to requests.

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