AMENDED AND RESTATED BYLAWS
OF THE AUSTIN BALLROOM DANCERS
Adopted at the meeting of the Board of Directors of the Austin
Ballroom Dancers, held on 6/17/04 in Austin, Texas. These Amended
and Restated Bylaws shall be effective as of 6/17/04.
ARTICLE ONE
OFFICES
1.1 Principal Office
The principal office of the Austin Ballroom Dancers (the "Club"
or "ABD") shall be located at such place in Texas as the ABD
Board of Directors (the "Board") may determine. Additional
offices may be established and maintained at such place or places as
the Board may from time to time designate.
1.2 Registered Office and Registered Agent
The Club will maintain a registered office and a registered agent in
Texas. The Board may change the registered office and the registered
agent as permitted in the Texas Non-Profit Corporation Act.
ARTICLE TWO
MEMBERS
2.1 Eligibility
Membership shall be open to any person who is at least eighteen years
of age; is of good moral character; and has demonstrated an interest
in dancing. Membership shall not be denied, conferred, affected, or
withdrawn on basis of race, color, religion, national origin, sex, or
condition of handicap. Membership is open to anyone under the age of
eighteen years with the written consent of an adult guardian. Except
as provided herein, the Board shall determine the terms and conditions
of membership in the Club.
2.2 Suspension or Expulsion
Any member, recommended for suspension or removal from the Club for
whatever reason, shall be entitled to appear in person before the Board
of Directors and to provide such statement or "evidence" as he
or she desires and the Board considers necessary and relevant to disposition
of his or her membership. The Board shall render final disposition of
the member's appeal not later than its next regularly scheduled Board
meeting. A member may be removed or suspended by a two-thirds affirmative
vote of the Board. Nothing in these Bylaws shall be construed as entitling
any member who avails himself of these procedures of any contractual or
other legal right as against the Board (either as individually or as a
body corporate), the Club, and/or against any of its directors, officers,
employees, agents, or assigns. Any Board Member or Club Member, once
removed from the Board or Club by the Board of Directors is no longer
eligible to become a member of the Club or sit on the Board of
Directors.
2.3 Non-members
The Board may permit non-members to participate in Club activities on
whatever terms and for such fees as the Board determines. Further, the
Board may create such categories of membership; confer honorary membership;
and accord such honors or honorary status as it deems appropriate. An
honorary membership to the Club or other honor or honorary status
(e.g., "President Emeritus") may be conferred or revoked by
the unanimous vote of the Board of Directors. Payment of the dues shall
not be required of an honorary member, and he or she may be granted all
the privileges of membership with the exception of voting and holding
office.
2.4 Application and Dues
Any person seeking membership will be required to submit the required
membership fee and a written application on the form required by the
Board of Directors.
- Current Members: Dues are $60 per year for current members.
Current members may pay dues on an ($60) annual or ($30) semiannual
basis. If semiannual is selected, dues shall be paid on or before
February 1 (the anniversary date of the Club) and August 1st of
each year. Pro-ration is not an option for the current member.
- New Members: For new members, dues shall be payable with
the application. Dues are payable on an annual or semi-annual
basis (up to February 1st or August 1st). Two options are available
for payment for new members: (1) $30 per person minimum for the
current period ending on the next semi-annual date; or (2) A
pro-rated amount of $5 per month for the remainder of the current
period (including the current month), plus $30 for the next 6
months.
- Members whose dues are unpaid after the due date will lose
their privileges of membership, including discounts on classes
and dances. If dues remain unpaid at the end of the calendar
month in which they are due, the Membership Coordinator will
send a written notice to the member. If dues remain unpaid for
an additional month, the member shall be dropped from the
membership roll. Any member who has been removed from the ABD
roll and reapplies for membership must meet the requirements
of a new member.
- Dues may be increased as needed by the Board of directors
only with an amendment to the Bylaws. Based on financial condition,
dues may also be decreased on a temporary basis upon resolution
by the Board of Directors without formal amendment to the Bylaws.
2.5 Member Conduct
Appropriate dress and grooming will be required at all functions of the
Club. The Board expressly reserves the right to determine in any given
case what is appropriate dress and grooming. As long as the Club exists,
no member or director may:
- Do any act in violation of these Bylaws.
- Do any act in violation of a binding obligation of the Club
except with the Board's prior approval.
- Do any act with the intention of harming the Club or any
of its operations.
- Receive an improper personal benefit from the operation of
the Club. DJs who are on the board will not be considered to
be receiving an improper personal benefit for DJ services at
Austin Ballroom Dancers dances.
- Use, transfer or dispose of the Club's assets, directly
or indirectly, for any purpose other than carrying on the Club's
business.
- Use the Club's name (or any substantially similar name)
or any trademark or trade name adopted by the Club, except on
behalf of the Club in the ordinary course of its business.
- Engage in conduct, at a Club function or related to Club
activities, reasonably determined by the Board to be inappropriate
with respect to the purposes of the Club.
Violations of these prohibited acts may lead to suspension or expulsion
as described in these Bylaws.
ARTICLE THREE
THE BOARD OF DIRECTORS
3.1 The Board
The Board shall consist of seven (7) members who shall be elected to
serve staggered two-year terms. Board members shall be elected annually
for two (2) year terms and take office effective the first day of the
month following their election. Elections will be held each year, the
last Saturday in June, with the election of the President, Secretary,
and Publicity Officer to be held in the even numbered years and the
election of the Vice President, Treasurer, Membership Coordinator,
and Program Director to be held in the odd numbered years. No
officer may serve on the Board in a voting position for more than two
(2) consecutive two (2) year terms for any one position. The individual
may serve in another position on the board but not for more than a
total of four (4) consecutive two (2) year terms.
3.2 The Election Committee
The Election Committee, consisting of three (3) Club members in good
standing, shall manage the conduct of the election and maintain adequate
records to guarantee the integrity thereof, and is responsible to the
Club for their actions. The Board shall solicit Club members to serve
on the Election Committee as needed. The Board shall then vote to
approve or disapprove the proposed Election Committee members. Members
of the Election Committee shall not be immediately related to any Club
member running for election.
3.3 Candidates
Candidates for election must be members in good standing of the Club
for (1) year prior to being nominated for office. DJs who
are members in good standing may run for all board positions except
Treasurer and Vice President. Candidates must submit a written
notice of their intent to run for office to the Election Committee
during the nomination period. Club members nominated for office by
another Club member have the right of refusal before their names are
placed on the official ballot. The nomination period shall begin
forty-nine (49) days (7 weeks) prior to the election meeting and
closes thirty-five (35) days (5 weeks) before the election meeting.
The candidates and the proposed offices for which they have been
nominated shall be announced in writing to the membership not less
than twenty-eight (28) days (4 weeks) prior to the election meeting;
the election date & election period shall be determined by the
Election Committee with the approval of the Board of Directors.
3.4 Voting
The Board of Directors shall be elected by a simple majority vote of
the members present, in person or by absentee ballot, at the election
meeting. Voting shall be by secret, written ballot. Members in good
standing who cannot attend the meeting may request and vote by absentee
ballot. The absentee ballot must be returned to a member of the Election
Committee prior to the date of the election meeting, this specific date
to be determined by the Election Committee. Sitting Board members running
for election are not allowed to make any voting decisions regarding the
election.
3.5 Election Results
The ballots shall be counted by the Election Committee immediately
preceding the close of the election period. The results of the election
shall be verbally announced at the election meeting as well as in writing
to the membership in the regularly issued newsletter, but no later than
30 days after the election. The election may only be contested by a member
in good standing submitting a written notice to the Election Committee and
the Board of Directors. If the election has not been contested after
thirty (30) days, the ballots will be destroyed.
3.6 Election Procedures
If not specified herein, the Board may implement further election
procedures as needed to implement the election of new Board members.
3.7 Vacancies
In the event of a vacancy in an office, the remaining Board members
shall determine which officers shall take the responsibilities of the
vacant office until a replacement is found. The Board shall request
that the Election Committee suggest candidates for the vacant position.
If the Election Committee fails to find any candidates, then Board
members may propose a candidate(s). An election to fill the position
will be held in the event that more than one candidate is proposed by
the Election Committee or the Board. The Board may temporarily not fill
the position.
3.8 Officers
The Board will be comprised of the following elected officers who shall
fulfill the duties specified:
- President. The President shall preside at all meetings;
call special meetings at his or her discretion; appoint all
committees not otherwise provided for in these Bylaws; contract,
with the approval of the majority of the Board, for lease
space, bands, instructors and other services, including but
not necessarily limited to accounting and legal services;
sign checks in the absence of the Treasurer; and perform
other duties as customarily pertain to the office of President.
- Vice President. The Vice President shall in the absence of
the President serve in his or her stead; appoint committees for
special Club programs; assist the President in his or her duties;
sign checks and make deposits in the absence of the Treasurer; and,
perform other duties as customarily pertain to the office of the
Vice President. The Vice President is also responsible for the
Saturday Night Dances, including but not limited to, the tasks
of assignment of DJ's, rotation of Board members to be responsible
for the desk, and selection of a volunteer for desk recruitment.
- Secretary. The Secretary shall take and maintain minutes of
each Board meeting; provide copies of minutes of the previous Board
meetings to the Board at each Board meeting; be responsible for all
Club correspondence except dues and notices; sign checks and make
deposits in the absence of the Treasurer; and maintain the Bylaws
and attest to passage of the same and any amendments thereto.
- Treasurer. The Treasurer shall deposit all fees and dues;
provide the membership chairperson with information on member dues
status; be authorized to sign checks on the bank account provided
that the Treasurer (or other director acting in the Treasurer's
stead) may not issue any financial disbursement greater than
$75.00 until first approved by the Board of Directors; assure
that no financial obligation of the Club be approved without
sufficient funds to meet the obligations; provide a treasurer's
report, consisting of a statement of income and expense with the
final balance at each Board meeting; and maintain sufficient
records to meet tax requirements. Exempt Organization Information
Returns will be available for member inspection in accordance
with Federal regulations. Other requests must be made in writing
to the Board and such requests must include a proper purpose for
the requested access.
- Program Director. The Program Director shall supervise
and direct all regular weekly Club classes; schedule weekly
activities; chair an information committee; ensure that equipment
or supplies required for programs are available; keep attendance
records at the Club's weekly activities; ensure that any donation
from weekly functions are collected and given to the Treasurer;
assist the Vice President in coordinating special activities and
providing program assistance required; and search for dance
instructors.
- Publicity Officer. The Publicity Officer shall maintain
and update informational material and advertisements for ABD
and its functions; make newspaper, magazine, phone book, radio,
and other advertisements as determined by the Board with monies
assigned by the Board for such purposes.
- Membership Coordinator. The Membership Coordinator
shall maintain a current membership list with mailing
addresses; maintain an updated member check-in sheet at
the weekly dances; provide the Information Committee with
address labels as needed; be responsible for dues
notification and renewal notices to members; provide a
membership report to the Board when required; and provide
member addresses to members when a proper request, for
election purposes per Texas law, has been made to the
Board for such access.
3.9 Board Duties
The Board is responsible for the creation and approval of an annual
budget. It shall be the duty of the Board to initiate any specific
action required, in their opinion, to fulfill the purposes of the Club
as stated in the Articles of Incorporation, within the limitations of
the Articles of Incorporation, applicable law, and these Bylaws. Such
actions may be taken by the Board, by such committee(s) as may be
formed by the Board, or by individuals appointed by the Board. Any
such delegation of authority shall not operate to relieve the Board
or any individual Director of any responsibility imposed upon it or
him or her by law.
3.10 Access to Club Activities
Board members may have access without charge to Club activities while
performing in their capacity. Club members may have free access to the
dance when volunteering for appropriate Club duties. Free admission will
be at the discretion of the majority vote of the Board through an approved
policy, and such policy may be published periodically for the Club member's
information.
ARTICLE FOUR
MEETINGS
4.1 Member Meetings
Club members shall meet at least annually on a date and at a place
to be established by the Board ("Annual Meeting"). Special
meetings of the members may also be called by the Board. Unless
otherwise specified herein or required by law, an act by a simple
majority of Club members present shall constitute an act of the members.
Five (5) percent of the members of the Club present in person at a
meeting shall constitute a quorum. The record date for determining
members in good standing entitled to vote at an upcoming meeting or
in an upcoming election shall be sixty (60) days prior to the meeting
or election. Members must maintain good standing until the date of
the vote in order to participate in such vote. For purposes of these
Bylaws, members in good standing are those members who are not in
arrears in payment of membership dues and have not been expelled or
otherwise restricted from voting by the Board.
4.2 Board Meetings
All regular meetings of the Board of Directors, special meetings of the
members, and the Annual Meeting shall be open to the membership of the
corporation, provided that the Board may, at its discretion, exclude any
persons who are not Directors from any meeting or portion of any meeting
the Board holds in Executive Session. An "Executive Session"
shall be held at the discretion of the Board for matters including, but
not limited to, personnel issues, legal matters, negotiations and other
business involving confidential information. The presence of majority of
the members of the Board, in person and not by proxy, shall constitute a
quorum for the purposes of a Board meeting. Unless otherwise specified
herein or required by law, an act by a simple majority of Board members
shall constitute an act of the Board, vote counts shall be based on the
total number of seated Board members, and proxies shall be allowed for
Board votes. The Board, at its discretion, may establish reasonable
procedures for meetings of the Board, Club members, and committees.
The Board shall meet as follows:
- Regular meetings of the Board shall be held monthly. However,
the Board of Directors has the authority to change the frequency of
Board meetings as needed.
- Specially called meetings of the Board of Directors may be
called by the President or by a majority of the members of the Board.
Business not stated in the agenda for a specially called meeting may
be transacted only by consent of a majority of the members of the
Board.
4.3 Notices
- Notice of the time, date, place and purpose of any member
meeting shall be delivered to the membership no less than ten
(10) days and no more than sixty (60) days in advance of such
meetings. No official notice is required for Board and committee
meetings.
- Unless otherwise provided in these Bylaws, any notice required
or permitted by these Bylaws must be given by mail or facsimile.
Notwithstanding the foregoing, notices, if given, to Board members
of Board meetings or votes may be by mail, email, or facsimile.
If mailed, a notice is deemed delivered when deposited in the mail
addressed to the person at his or her address as it appears on the
corporate records, with postage prepaid.
ARTICLE FIVE
COMMITTEES
5.1 Standing Committees.
The President, with the advice and consent of the Board, shall appoint
members to the following standing committees:
- Election Committee. The Election Committee shall fulfill the
functions specified in these Bylaws.
- Historical Committee. The Historical Committee shall be
responsible for recording the activities and maintaining the
history of the Club, both written and pictorial.
- Information Committee. The Information Committee with the
advice and consent of the President, shall publish and distribute
a monthly newsletter to all members.
- "Dance Night" Committee. The "Dance Night"
Committee shall tend the check-in table; keep track of money; and
obtain a list of people to staff the table for the evening, required
for the Saturday night dance and all other special dances. All Board
members are automatically on this committee and rotate responsibility
for attending an assigned dance. The Board member assigned for the
dance night shall be responsible for promptly giving monies collected
to the Treasurer (or designated alternate). A Board member who is also
paid compensation shall not perform this function for any night he/she
also performs the functions of a DJ.
- Compensation Committee. The President, with the advice and
consent of the Board shall create a compensation committee. The
compensation committee shall perform periodic reviews to ensure
that compensation is appropriate and not excessive in accordance
with section 4978 of the Internal Revenue Code.
- Finance Committee. The President, with the advice and consent
of the Board shall create a finance committee. The finance committee
will consist of various club members who will perform an annual review
of the finances and give a report to the board of their findings.
5.2 Ad Hoc Committees
The President, with the advice and consent of the Board, shall create such
other ad hoc committees as he or she shall from time to time deem expedient.
5.3 Committee Membership
All committee members must be members in good standing of the Club. Any
non-Director who becomes a member of committee shall have the same
responsibility with respect to the committee as a Director who is a
member thereof.
ARTICLE SIX
FISCAL YEAR
For accounting purposes, the fiscal year shall be the calendar year.
There shall be an annual review of the finances in June.
ARTICLE SEVEN
AMENDMENTS
These Bylaws may be amended by a simple majority affirmative vote of the
Board of Directors.
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
8.1 Legal Authorities Governing Construction of Bylaws
These Bylaws shall be construed under Texas law. All references in
these Bylaws to statutes, regulations, or other sources of legal
authority will refer to the authorities cited, or their successors,
as they may be amended from time to time.
8.2 Legal Construction
Any question as to the application or interpretation of any provision
of these Bylaws shall be resolved by the Board. To the greatest extent
possible, these Bylaws shall be construed to conform to all legal
requirements and all requirements for obtaining and maintaining all
tax exemptions that may be available to nonprofit corporations. If any
Bylaw provision is held invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability will not
affect any other provision, and these Bylaws will be construed as if
they had not included the invalid, illegal, or unenforceable provision.
8.3 Number and Gender
All singular words include the plural, and all plural words include
the singular. All pronouns of one gender include reference to the
other gender.
8.4 Parties Bound
These Bylaws will bind and inure to the benefit of the members, directors,
employees, and agents of the Club and their respective administrators,
legal representatives, successors, and assigns except as these Bylaws
otherwise provide.
ATTEST:
____________________________
[Jeannene A. Wood]
Secretary
June 17, 2004
Date
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