Revised: December 2019
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.
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 in October (starting in 2020), 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 appear in the Society newsletter, to be emailed to the last recorded email 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 ten. In the event of any board member votes that are evenly split, the president’s vote breaks the tie. 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 no more than 3 yearly terms as a Director and then must be off the Board for at least one year before serving again. 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 September from among the Society membership for the purpose of nominating candidates to serve on the Board of Directors. Notice shall be given in the Society 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 January 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.
A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Society.
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
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.
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.
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.
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 and Society records required by the statutes are properly kept, electronically or in paper form, and filed according to law; and in general, shall perform all duties incident to the office of President.
The Secretary shall record the minutes, as described in Appendix I of these bylaws, of the Directors’ meetings, see that all notices are fully given in accordance with the provisions of these bylaws or as required and in general perform all duties incident to the office of Secretary.
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
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.
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.
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
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.
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 9th day of December 2019.
_s/ Edward Guida, President
Duties of the Secretary
The Secretary shall assume the following duties:
- 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.
- Submitting minutes of the previous meeting for approval by the Board.
- Notifying Directors of upcoming Board meetings, as needed.
Duties of the Treasurer
The Treasurer shall assume the following duties:
- Keeping of financial records, including receipts for funds received and monies paid out.
- Reporting on the amount of funds in the Treasury at each Board meeting.
- Maintaining such bank accounts and cash supplies as are needed for the functioning of the Society.
- Produce reports indicating the profit or loss of any Society event.
The Treasurer shall be authorized to sign checks from the Society’s account.