BYLAWS of
the
CHARLOTTESVILLE
SWING DANCE SOCIETY
Revised
January 2007
SECTION
1. OFFICES
The
principal
office of the Charlottesville Swing Dance Society (the Society) shall
be located in the City of Charlottesville, in the Commonwealth of
Virginia. The Society may have
such other offices, either within or outside the Commonwealth of
Virginia as the Board of Directors may designate or as the business of
the Society may from time to time require.
SECTION
2.
MEMBERSHIP
2.1
New Members
Members
may be
admitted at any time during the year by submitting name and address and
membership fee to the Society. No other qualifications for membership
shall be imposed.
The Society does not discriminate against any person on the basis of
race, sex, color, age, national origin, religion, political
affiliation, handicap, or familial status. A membership
roster shall be maintained under the direction of the Board of
Directors.
2.2
Dues
Annual
dues
required for membership in the Society shall be determined by vote of
the Board of Directors. The membership year shall be a twelve-month
period starting from the date of
payment.
2.3
Voting Rights
In
all meetings of members, each voting member present, in person or
represented by proxy, is entitled to one vote.
2.4
Meetings of Members
There
shall be
an annual meeting of the members before or on March 31, unless
otherwise ordered by the Board of Directors, to elect
directors,
hear reports, and transact other business.
Member’s meetings shall be open to all members at a place
designated by the Board of Directors. Notice of this meeting shall be
given on the Society’s telephone hotline
and appear in the Society newsletter, to be mailed to the last recorded
address of each member at least 15 days before the time of the meeting
and may be made through
other methods of announcement. Any member may request a topic for
discussion/vote at a membership meeting.
2.5
Benefits of Membership
Members shall
receive 1) notice of CSDS events, 2) discounts to CSDS sponsored
events, 3) A CSDS newsletter, and 4)
notice of merchant discounts.
Members
are also eligible to vote in any membership meeting and may serve on
the Board of Directors.
SECTION
3. BOARD OF
DIRECTORS
3.1
General Powers
The
business and
affairs of the Society shall be managed by its Board of Directors
according to these bylaws, consistent with the articles of
incorporation and relevant law. All proposed
fund-raising activities and requests for funding shall be submitted to
the Board for approval.
3.2
Number, Tenure, and Qualifications
The
number of
Directors of the Society shall be no less than five and no more than
seven. Having fewer than five directors shall not prohibit essential
business from being conducted,
but shall be cause for immediate action to replenish the board.Directors
shall be elected by the membership for terms of one year. Members of
the Society may serve an indefinite number of terms as a Director. Each
Director shall have one vote
on the Board. Directors shall be those individuals who have a deep and
abiding concern for the promotion and preservation of swing dance in
the Charlottesville-Albemarle community.
3.3
Nomination and Election of Directors
A
Nominating
Committee of no fewer than two members will be appointed by the current
Board of Directors by February 5 from among the Society membership for
the purpose of
nominating candidates to serve on the Board of Directors. Notice shall
be given on the Society hotline and in the newsletter that a Nominating
Committee is being formed, and Society
members may volunteer. Directors may not serve on the Nominating
Committee.
Nominations
may
also come from the membership at large and must be received by a
current Board member by a deadline set by a vote of the Board.
Nominations from the membership
must have a nomination and a second, neither of which may be
the
nominee. No person may be nominated without his/her prior consent.
The
Nominating
Committee shall conduct the election of the Board of Directors, and
shall announce the results at the annual meeting. The vote may be held
by acclamation if all
nominations are uncontested, or by ballot if any nominations are
contested.
The
term of the newly elected Directors will begin on the first day of
April of each year.
3.4
Annual and Regular Meetings
The
Board of
Directors must meet at least once a year, within 31 days of its
election, to elect officers and conduct business. The Board may
schedule any other regular meetings
as are needed to conduct the business of the Society. All Board
meetings shall be open to the general membership. Prior notices of
monthly meetings shall appear in the
Society’s newsletter. Special meetings of the Directors may
be
called by or at the request of the President or any two Directors.
Minutes
shall be kept of these meetings as described in Appendix I of these
bylaws.
3.5
Number of Votes and Quorum
Each
Director
shall be entitled to one vote. At any meeting of the Directors, a
majority of the Directors then in office shall constitute a quorum for
the transaction of business.
3.6
Newly Created Directorships and Vacancies
A
Director may
be elected to fill any vacancy on the Board caused by resignation,
death, or removal of a Director, or by a newly created position, for
the remaining term of the Board, by
vote of the majority of Directors then in office.
3.7
Removal of Directors
A
Director may
be removed from the Board by a unanimous vote of the other Directors.
Removal is to be preceded by attempts to resolve issues as deemed
appropriate.
3.8
Resignation
A
Director may resign at any time by giving written notice to the Board,
the President, or the Secretary of the Society.
3.9
Compensation
No
compensation
shall be paid to Directors, but Directors shall be entitled to
reimbursement for reasonable expenses incurred in connection with the
office. Directors are entitled to
free admission to monthly dances held by the Society.
3.10
Presumption of Assent
A
Director of
the Society who is present at a meeting of the Directors at which a
vote is taken shall be presumed to have voted “yes”
unless
his/her dissent is entered into the minutes
of the meeting or unless he/she shall file a written dissent to such
vote with the Secretary before the adjournment or shall forward such
dissent by registered mail to the Secretary
within 7 calendar days of the meeting. Such right to dissent shall not
apply to a Director who assented to the vote.
3.11
Action Without Meeting of Board of Directors
In
event that
action must be taken before the Board of Directors is able to meet, the
President may poll the Directors outside of a meeting for their
opinions, and is authorized to take
necessary action. Such action is subject to discussion and vote at the
next Directors’ meeting, and must be entered into the minutes
of
that meeting.
3.12
Committees of the Board
The
Board may,
at its discretion, appoint such committees as are necessary or helpful
to the functioning of the Society. The purpose of any committee other
than the Nominating
Committee will be to make recommendations to the Board. No committee
shall have any authority belonging to the Board of Directors.
SECTION
4.
OFFICERS
4.1
Number
The
officers of
the Society shall be a President, a Secretary, and a Treasurer, each of
whom shall be elected by the Directors and shall be members of the
Board of Directors.
Such
other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Directors. The President, Treasurer, and
Secretary may not be the
same
person.
4.2
Removal
Any
officer
elected or appointed by the Directors may be removed from that position
by the Directors whenever in their judgment the best interests of the
Society would be served
thereby.
4.3
Vacancies
A
vacancy in any
office because of death, resignation, removal, or otherwise may be
filled by the Directors for the unexpired portion of the term.
4.4
President
The
President
shall be the principal executive officer of the Society and, subject to
the approval of the Directors, shall in general supervise and control
all of the business and affairs
of the Society. He/she shall, when present, preside at all meetings of
the Directors, see that corporate records required by the statutes are
properly kept and filed according
to law; and in general shall perform all duties incident to the office
of President.
4.5
Secretary
The
Secretary
shall keep the minutes, as described in Appendix I of these bylaws, of
the Directors’ meetings in one or more books provided for
that
purpose, see that all notices are
fully given in accordance with the provisions of these bylaws or as
required, be custodian of the Society’s records, and in
general
perform all duties incident to the office of Secretary.
4.6
Treasurer
The
Treasurer
shall have charge and custody of and be responsible for all funds and
securities of the Society, receive and give receipts for monies due and
payable to the Society
from any source whatsoever, deposit all such monies in the name of the
Society in such depositories as shall be selected in accordance with
these bylaws, and in general
perform all of the duties incident to the office of Treasurer. He/she
shall report on the state of the Society’s finances at each
meeting of the Directors, and shall maintain written
records of monies received and paid as described in Appendix II of
these bylaws.
SECTION
5.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
5.1
Contracts
At
the
Board’s direction, the President and other Directors
designated
by the President have the authority to enter into any contract or
execute and deliver any instrument in the name of and
on behalf of the Society.
5.2
Loans
No
loans shall
be contracted on behalf of the Society and no evidences of indebtedness
shall be issued in its name unless authorized by a vote of the
Directors.
5.3
Checks, Drafts, etc.
All
checks,
drafts, or other orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Society shall be
signed by such officer(s) or agent(s) of
the Society as shall be authorized by a vote of the Directors.
5.4
Deposits
All
funds of the
Society not otherwise employed shall be deposited in timely fashion to
the credit of the Society in such banks, trust companies, or other
depositories as the Directors
may select.
SECTION
6.
ACTIVITIES
6.1
Funding
In
addition to
its membership fees, the Society supports its activities by charging
admission to sponsored events as well as by any other means that the
membership or Board may
approve. The Society shall not carry on any other activities not
permitted to be carried on by a corporation exempt from Federal income
tax under sections 501(c)(3) and 501(c)(7)
of the Internal Revenue Code of 1986, as amended, or any corresponding
successor provision of the Code. Financial arrangements for regular
scheduled events and special
events shall be administered under a budget approved by the Board.
6.2
Policies and Procedures for Activities
A
no smoking/no
alcohol policy will be enforced at all events sponsored solely by the
Society. Such policy may be waived at events co-sponsored by another
entity, provided the
co-sponsor agrees to indemnify and hold CSDS and its agents harmless in
the event of suit and maintains adequate liquor liability coverage.
SECTION
7.
GENERAL
7.1
Fiscal Year
The
fiscal year of the Society shall begin on the first day of January in
each year.
7.2
Amendments
These
bylaws may
be altered, amended, or repealed, and new bylaws may be adopted by a
vote of not less than two-thirds of the Directors then in office.
ADOPTED
THIS
11th day of (year not givenin the document, however the carrect data
appears on the original filed in the Library of Congress;)
____________________________President
APPENDIX
I
DUTIES
OF THE SECRETARY
The
Secretary shall assume the following duties:
1.
Keeping of
minutes for every meeting of the Board of Directors. Minutes must
record the attendance of the Directors, the amount of funds in the
Treasury as reported by the Treasurer,
any votes taken, the resignation or removal of any Director, any change
in Directors authorized to sign checks, and any action taken by the
President as described in Section
3.11. Minutes should also include topics discussed and any decisions
arrived at by consensus.
2.
Submitting minutes of the previous meeting for approval by the Board.
3.
Notifying Directors of upcoming Board meetings, as needed.
APPENDIX
II
DUTIES
OF THE TREASURER
The
Treasurer shall assume the following duties:
1.
Keeping of financial records, including receipts for funds received and
monies paid out.
2.
Reporting on the amount of funds in the Treasury at each Board meeting.
3.
Maintaining such bank accounts and cash supplies as are needed for the
functioning of the Society.
4.
Produce reports indicating the profit or loss of any Society event.
The
Treasurer shall be authorized to sign checks from the Society's account.