Redwood Empire Swing Dance Club
By-Laws
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Revised June 2002
BY-LAWS
Of
REDWOOD EMPIRE SWING DANCE CLUB
(A Corporation of the County of Sonoma, State of California)
ARTICLE I – NAME AND LOCATION
The name of this corporation shall be “Redwood Empire Swing Dance Club”, hereinafter referred to as the Club. The principal office/location of the Corporation shall be located in the state of California, County of Sonoma, at such place as shall be designated by the Board of Directors.
ARTICLE II – OBJECT AND PURPOSE
SECTION 1 – PROMOTION OF SWING DANCING. The object and purpose of this organization shall be to encourage and foster “Swing” dancing and to cultivate and promote good fellowship and loyalty among its members. This shall be accomplished through dances, social functions, lessons, entertainment, and special activities.
SECTION 2 – SCHEDULE OF DANCES. The Club shall sponsor at least twelve (12) dances per year.
SECTION 3 – DEFINITION OF WORKS. The Club shall be a public benefit, non-profit, charitable organization. No portion of the net earnings shall inure to the benefit of any individual member or group of members. In the event of dissolution of the Club, all funds shall be donated to a charitable organization or organizations designated by a majority vote of the Board of Directors, hereinafter referred to as the Board, currently in power at the time of dissolution.
ARTICLE III – MEMBERSHIP
SECTION 1 – REQUIREMENTS FOR MEMBERSHIP. Membership is open to any person regardless of race, color, religion, gender, handicap, familial status, sexual preference, or national origin.
SECTION 2 – DESIGNATION OF MEMBERS. A person is designated as a member once their annual dues have been paid.
SECTION 3 – LIABILITIES OF MEMBERS. No person who is now, or later becomes, a member of this club shall be personally liable for any indebtedness or liabilities of the Club.
SECTION 4 – BY-LAWS. Each member shall be entitled to a copy of the Club’s By-Laws upon request.
SECTION 5 – VOTING RIGHTS. Each member shall be entitled to one (1) vote on each matter submitted to a vote of the general membership.
SECTION 6 – IDENTIFICATION. Each member shall be issued a membership identification card for proof of membership.
SECTION 7 – MEMBER PRIVILEGES. Members of the Club shall receive a “Member Rate” at Club dances. Reciprocal privileges shall be extended to all members of associate clubs. Club members and associate club members must present a current membership card to receive the “Member Rate”.
SECTION 8 – TERMINATION OF MEMBERSHIP. Any member may be suspended or expelled from this Club upon determination of misconduct, immoral conduct, infractions or violations of the Club’s By-Laws, agreements, rules or practices, properly adopted by the Club, or committing an act or conduct which the Board and/or Club members find detrimental to the best interest of the Club. Said action shall result in suspension or termination of membership privileges. The Board in the Policy and Procedures Manual shall establish suspension or expulsion procedures.
ARTICLE IV – ASSESSMENTS
SECTION 1 – FISCAL YEAR. The fiscal year of this organization shall be from the first day of September to the last day of August.
SECTION 2 – ANNUAL DUES. The Board shall determine the amount of the membership dues, which shall be renewable upon the individual’s anniversary date.
SECTION 3 – FEES. The Board shall designate fees for dances or other Club sponsored activities.
ARTICLE V – MEETINGS
SECTION 1 – ANNUAL. The General Membership meeting will be held in February of each year at which time the Director’s reports will be presented to the Board. In February of each year the general membership will vote on the slate of candidates. The revised and approved Policy and Procedures Manual will be submitted to the new Board, in March of each year, at the first meeting of the new Board. The yearly Fiscal report will be presented to the membership in the October newsletter.
SECTION 2 – MONTHLY. The Board shall meet regularly once a month at a place and time to be designated by the President. These meetings are open to the general membership and guests.
SECTION 3 – SPECIAL. Special meetings of the Board may be called by the President or at the request of three (3) Board members.
SECTION 4 – ACTION WITHOUT MEETING. The President, or at the request of three (3) Board members, may call for an “Action Without Meeting”. The Board shall establish a policy for governing “Actions Without Meetings”. This policy will include a written record of the proceedings to be included with the minutes of the next regular Board meeting.
SECTION 5 – MEMBERSHIP QUORUM. A membership quorum shall consist of one-third (1/3) of the general membership.
SECTION 6 – BOARD QUORUM. A Board quorum shall consist of a majority of the full complement of the Board. No official business shall be conducted at any meeting of the Board unless there is a quorum present.
SECTION 7 – FULL COMPLEMENT OF THE BOARD. The full complement of the Board is considered to be the total of all elected and appointed members of the Board. At no time will any one member of the Board have more than one vote or be counted for more than one position.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1 – DEFINITION. The Board of Directors, hereinafter referred to as the Board, is the group of Club members charged with directing the affairs of the Club. All members of the Board are considered Directors.
SECTION 2 – DESCRIPTION. The Board shall consist of the Officers of the Club and the Directors-at-Large. The Officers of the Club shall be the President, Vice President, Secretary, Treasurer, and Sergeant-at-Arms, hereinafter referred to as the Executive Committee. Directors-at-Large will head the various Standing Committees established by the Board for the smooth and efficient operation of the Club.
SECTION 3 – DUTIES. Duties of the Directors shall be established by the Board, defined in the Job Description, and revised or up-dated within the Policy and Procedures Manual.
SECTION 4 - RESPONSIBILITIES. All Directors are to know the goals of the Club, support the work of the Board, and know the responsibilities of Board membership as outlined in the By-Laws and the Club’s Policy and Procedures Manual.
SECTION 5 – GENERAL POWERS. The Board is responsible for the proper governing of the Club including the establishment of all Club policies. If any individual Board member or group of Board members makes a decision in regard to business or policy without the approval of the Executive Committee and the Board, any expense or liabilities incurred will be the responsibility of the individual(s) originally initiating the expense(s) or liability.
SECTION 6 - NUMBERS. The Board shall establish the number of Directors, each with voting privileges on Board matters, required to maintain smooth and efficient operation of the Club.
SECTION 7 – CONSENT OF THE BOARD. Unless otherwise noted, “consent of the Board” shall be an affirmative vote by the majority of the Board quorum present at the time of the vote. No vote shall be taken without a quorum present.
SECTION 8 – APPOINTED DIRECTORS. The President, with the approval of the Board, to fill vacant or newly adopted Board positions, shall appoint Directors. An affirmative vote by a majority of the full complement of the Board is required for approval. Appointees to the Board shall have a minimum of six (6) months of current membership in the Club prior to the date of appointment.
SECTION 9 – EXCUSED ABSENCE. Leave of absence by any Director must be approved by a majority vote of the Board quorum, with the Director making the request not voting. In NO CASE will a leave of absence in excess of sixty (60) days be granted during any one (1) year term.
SECTION 10 – CHECK SIGNATURES. Authorized signatures on the Club checking account shall be the President, Treasurer and at least one other Executive Board member. Two signatures are required on all checks and withdrawals.
ARTICLE VII – DUTIES OF THE DIRECTORS
SECTION 1 – DIRECTORS. Each Director shall serve on at least one (1) committee.
SECTION 2 – JOB DESCRIPTION. A complete Job Description for each Director position shall be included as part of the Policy and Procedures Manual.
SECTION 3 – PRESIDENT. The President shall preside at all meetings of the Club and the Board and have such powers and duties as prescribed by the Board.
SECTION 4 – VICE PRESIDENT. The Vice President shall assist the President and shall perform the duties of the President in his/her absence or inability to serve and shall have other duties as prescribed by the Board.
SECTION 5 – SECRETARY. The Secretary shall keep minutes of all meetings of the Club, shall make service of such notice as may be necessary and proper, and shall discharge such other duties of office as prescribed by the Board.
SECTION 6 – TREASURER. The Treasurer shall be the custodian of all funds of the Club and shall receive all monies and disburse funds only upon sanction of the Board. All procedures to accomplish this are to be prescribed by the Board.
SECTION 7 – SERGEANT-AT-ARMS (PARLIMENTARIAN). Has responsibility for keeping order at all club functions and to perform such duties as may be prescribed by the Board.
SECTION 8 – DIRECTORS-AT-LARGE. Shall head the various Standing Committees (Membership, Public Relations, News Editor, Dance, etc.) and perform such duties as prescribed by the Board.
ARTICLE VIII – COMMITTEES
SECTION 1 – EXECUTIVE COMMITTEE. The President will serve as the Chairperson of the Executive Committee.
SECTION 2 – ESTABLISHMENTS. With the exception of the Nominating Committee, the Executive Committee shall establish committees and appoint Committee Chairpersons. Classifications shall be as follows:
A. STANDING COMMITTEES – shall be headed by a Director and have a minimum of two (2) members. These committees require consent of the Board for establishment.
B. TEMPORARY COMMITTEE or AD HOC – is a committee established by the Executive Committee to carry out a specific project for a specific period of time. These committees do not require Board consent for establishment.
SECTION 3 – APPOINTEES. Each Committee Chairperson may appoint or remove committee members without Board approval. There is no time requirement of membership for committee members. Appointees who are not members of the Board shall have NO VOTE on matters that come before the Board.
ARTICLE IX – ELECTION OF THE BOARD
SECTION 1 – NOMINATING COMMITTEE. The President, at the time specified by the Board, shall appoint no less than three (3) Club members to the Nominating Committee.
SECTION 2 – NOMINEE REQUIREMENTS. Nominees shall have a minimum of six (6) months of current membership in the Club prior to date of the election. Additional requirements may be set forth in the Policy and Procedures Manual.
SECTION 3 – THE SLATE. The Nominating Committee will submit a slate of candidates for the Directors to the Board at the time specified by the Board. Nominations shall be submitted in writing.
SECTION 4 – ACCEPTANCE. All members accepting nomination for the Board shall do so in writing before or at the January Board meeting. A final slate will then be submitted to the Board by the Chairperson of the Nominating Committee for inclusion in the Club newsletter.
SECTION 5 – MEMBERSHIP VOTE. The Directors shall be elected by a majority vote of the general membership quorum (1/3 of the general membership) in February of each year. The candidates receiving the greatest number of votes shall be elected. Ties shall be resolved by an additional vote.
SECTION 6 – VOTING RESTRICTIONS. No member of this Club shall cast his/her vote by proxy. Absentee ballots are accepted for the election at the discretion of the Board. Policy for the use of absentee ballots shall be set forth in the Policy and Procedures Manual.
SECTION 7 – TERM OF OFFICE. All newly elected Directors shall take office at the March Board meeting. The new Directors shall have NO voting powers until that date. Directors shall serve for one (1) year.
ARTICLE X – RESIGNATIONS AND VACANCIES
SECTION 1 – FILLING VACANCIES. In the event of a vacancy on the Board, the vacancy shall be filled in accordance with Article VI Section 8.
SECTION 2 – REMOVAL. A Director may be removed from office for cause, such as misconduct or failure to fulfill their duty. A two-thirds (2/3) affirmative vote by secret ballot of the full complement of the Board, with the exclusion of the accused who will have no vote in this matter, is necessary for removal.
SECTION 3 – UNEXCUSED ABSENCE. A Director who is not present at two (2) consecutive Board meetings and/or three (3) consecutive dances shall have, in effect, tendered his/her resignation, subject to confirmation by, and at the discretion of, the Board. A majority vote of the Board quorum is required to take an action.
SECTION 4 – RESIGNATIONS. In the event a Director should decide to resign their position on the Board, only an official entry in the Minutes of the Board meeting is required as confirmation. The resulting vacancy shall be filled in accordance with Article VI Section 8.
ARTICLE XI – AMENDMENTS
SECTION 1 – BOARD APPROVAL. Amendments to the By-Laws require a two thirds (2/3) affirmative vote of the full complement of the Board for approval.
SECTION 2 – MEMBERSHIP APPROVAL. The Board shall submit the approved Amendments to the general membership for a vote at any regular or special meeting called for that purpose. An affirmative vote by the majority of the membership quorum is required for approval. The Board is responsible for establishing policy to insure that the general membership has at least thirty (30) days written notice of the proposed changes and voting procedures.
ARTICLE XII – RULES OF ORDER
The latest edition of “Roberts Rules of Order Revised” shall govern the proceedings of this Club in cases not specifically covered by these By-Laws.
Revised 6-23-2002
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