Proposed Bylaw
Changes
Printable Version
Minor revisions
Significant revisions
Minor Revisions
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The following minor changes are recommended to be approved
collectively as follows:
1.
To correct the name of the organization to agree with the
Articles of Incorporation on file with the Secretary of State.
2.
To clarify meaning and remove ambiguity, such as to correct
spelling errors, add words such as “and/or”, and remove undefined terms such as “if
eligible”.
3.
To add the words “West Coast” to the term “swing dancing.”
4.
To move and renumber Section “504” to “414” and to renumber
Sections “411-417” to 412-418”.
5.
To remove “in December” from Section 418.
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ARTICLE
I NAME
Section
101 This dance club shall be known as the Rocky
Mountain Swing Dance
Club,
herein listed as "RMSDCRMSC".
It is located in the Rocky Mountain region and has its headquarters
in Denver, Colorado.
ARTICLE
II OBJECTIVES
Section 201
RMSDCRMSC board members
and volunteers shall act with honesty, integrity and openness in all
their dealings as representatives of
RMSDCRMSC. Conflicts of
interest and/or the
appearance thereof should be avoided and appropriately managed
through disclosure, recusal or other means.
Section 202 Mission
Statement: To foster appreciation and education for
West Coast
Swing dance as it was, as it
is, and as it will be among the Rocky Mountain region, and among all
generations, promoting the growth of all swing dance with
professionals and the public at large.
Section 203 Provide
a forum to learn, practice, develop, foster and otherwise enjoy
West Coast Swing dancing.
Section 204 Conduct
seminars and workshops to facilitate, educate and improve
West Coast
Swing dancing for
RMSDCRMSC members.
Section 205 Promote
the interest, support and involvement of its members and the public
in West Coast Swing dancing.
-
Hold dances, events, functions and meetings on a regularly
scheduled basis to increase membership and maintain and expand the
participation of members.
- Join
with other dance clubs in exchanging ideas, attending their
conventions and functions, and fostering inter-club relationships.
- Encourage
national recognition of swing dancing.
-
Allow swing dance instruction prior to weekly dances.
Section
206 RMSDC shall allow associations with dance venues
and/or dance professionals
(defined as persons who teach dance for compensation during a
current calendar year)
in a manner as guided by Executive Board policies and procedures.
ARTICLE
III MEMBERSHIP
Section 301 Membership in RMSDC shall be open to
individuals who are interested in
promoting and furthering the purpose of
RMSDCRMSC. A Member in
good standing, or Current
Member, is a person who has paid the dues and/or fees
specified for the current year, has been a member of
RMSDCRMSC for at least
thirty days and has not been terminated by Executive Board action.
Section 302 Members
are entitled to make motions, hold office,
if eligible; and vote at
elections and/or meetings of the general membership. Each member, in
good standing, is entitled to one vote.
Section 303 Those
persons who are under the age of sixteen are permitted entry to
RMSDCRMSC
functions only when accompanied by a responsible adult (18 years of
age or older).
Section
304 Membership in
RMSDCRMSC shall be
non-transferable and non-assignable.
Section 305 Annual
dues in RMSDCRMSC
shall be determined by the Executive Board. The Executive Board may
increase the annual dues once each year. Dues shall be payable in
advance, are nonrefundable, and shall be renewable at the beginning
of each calendar year and pro-rated at the time of initial
membership as determined by Executive Board policy.
Section 306 There
shall be no additional assessments, other than annual dues, unless
approved by a majority vote by the general membership in good
standing.
Section 307
Membership in RMSDCRMSC
may be terminated by a majority vote of the Executive Board at a
regular or special Executive
board meeting with a quorum present on the basis of any one of the
following:
-
A documented violation of
RMSDCRMSC bylaws or
policies.
- Conduct
considered improper or detrimental to the best interest or
reputation of RMSDCRMSC
that has been documented and submitted by
RMSDCRMSC membership.
Section 308
Terminated members may be reinstated by majority vote of the
Executive Board at a regular or
special Executive board meeting with a quorum present.
Section 309
RMSDCRMSC
does not discriminate on the basisc
of race/ethnicity, color, national origin, religion, sex, marital
status, sexual orientation, disability,veteran status, or age in
determining ability to become a member of the
RMSDCRMSC.
ARTICLE
IV EXECUTIVE
BOARD
Section 401 The
Executive Board shall consist of all elected Officers and appointed
standing committee chairpersons.
Section 402 The
Officers of RMSDCRMSC
shall consist of a President, Vice President, Secretary, and
Treasurer. Any member in good standing except a Dance Professional
may be elected to an Officer position. Any member in good standing
may be appointed as a standing committee chairperson.
Section 403 Upon
election of new Officers, outgoing Officers may serve in an advisory
capacity as required or requested by the Executive Board.
Section 404 Elected
Officers and appointed Executive Board members of
RMSDCRMSC are volunteers
and assume no individual liability for any misconduct,
unlawful behavior, or bodily injury, to or by,
any of its members.
Section 405 The
members of the Executive Board shall not be liable to RMSDC
RMSDCRMSC or its members for monetary damages for breach
of fiduciary duty as a member of the Executive Board except that
this limitation shall not apply to any breach of a direct duty or
loyalty to RMSDCRMSC
or its members; to any acts or omission not in good faith or which
involve intentional misconduct or a knowing violation of
the law; or to any transaction from which a member of the Executive
Board derived an improper personal benefit or gain.
Section 406
Executive Board benefits approved but not available to the general
membership shall be fully disclosed in official minutes of the
Executive Board meetings. Official minutes shall be made reasonably
available to the membership.
Section 407 Unless
otherwise ordered by the Executive Board, regular meetings of the
Executive Board shall be held at least once a month.
Section 408 Special
or emergency meetings of the Executive Board may be convened by any
two Officers. An attempt shall be made by the convening Officers to
notify all Executive Board members no later than twenty-four hours
before the meeting. The purpose of the meeting shall be stated in
the call. A time and place shall be chosen to allow a quorum
of the Executive Board to be present.
Section 409 It shall
be the duty of the Executive Board to carry out the day-to-day
operations of RMSDCRMSC.
Section 410 Notice
of meetings of the Executive Board shall be made by any means to
the Executive Board and to membership. Except for emergency
meetings,
all Officers and committee chairpersons of
RMSDCRMSC shall be given
seven days notice of the meeting.
Section 411 A quorum
shall consist of one more than half of the Executive Board, of
which at least two shall be Officers.
Section 412 Approval
of any policy placed before the Executive Board shall require a
simple majority of those present and voting, provided a quorum is
present.
Section 413 One
signature is required on all checks with any Officer authorized to
sign checks.
Moved from Section 504
Section 504414
Proposed expenditures, budgets or contracts exceeding $500.00 will
be presented to the Executive Board for approval.
Section 415
Duties of the President
-
Preside at all meetings of
RMSDCRMSC and Executive
Board.
-
Perform all duties that pertain to the office.
-
Provide a written agenda for Executive Board meetings.
-
Appoint committees and charges as specified by these bylaws
and with the approval of the Officers.
-
Represent RMSDCRMSC
in its relationship with outside individuals and groups.
-
Serve as Chairperson of the Executive Board, using “Roberts
Rules of Order”.
-
Uphold the bylaws, rules and policies.
-
May select an auditor, with Executive Board approval, to
provide a written report to the Executive board after examining and
approving the financial records, including all assets of
RMSDCRMSC.
-
May prepare and present to the Executive Board for its
approval a budget at the first Executive Board Meeting for the year.
Section 416
Duties of the Vice President
-
Assume the office of President in the event of the absence or
disability of the President as determined by the Executive Board.
- May form a Bylaws
Committee to review RMSDCRMSC
bylaws, rules and regulations, and submit an organized list of
recommended changes; report the recommendations to the Executive
Board and seek approval; seek a majority vote from the membership;
Print the revised bylaws and distribute them to the Executive Board
and make them available to the membership.
-
Carry out other duties as assigned by the Executive Board.
-
Represent RMSDCRMSC
in its associations with outside individuals and groups.
Section 417
Duties of the Secretary
-
Prepare and maintain a file of minutes of Executive Board
meetings, general membership meetings and
RMSDCRMSC records.
-
Keep a record of attendance at Executive Board meetings and
general or special membership meetings.
-
Carry out other
duties as assigned by the Executive Board.
-
May submit for publication in any
RMSDCRMSC approved
media, a summary of RMSDCRMSC
and Executive Board activities.
-
Represent
RMSDCRMSC in its
associations with outside individuals and groups.
Section 418
Duties of the Treasurer
-
Receive and account for all monies of the club and balance
RMSDCRMSC accounts.
-
Disburse RMSDCRMSC
funds for purposes that are authorized or approved by the Executive
Board.
-
Report the
financial status of RMSDCRMSC
at each meeting of the Executive Board, and make this available at
the annual general membership meeting.
-
Carry out other duties as assigned by the Executive Board.
- May submit all records
to an Executive Board approved auditor annually
in
December.
-
Represent RMSDCRMSC
in its associations with outside individuals and groups.
ARTICLE
V MEMBERSHIP MEETINGS
Section 501 The
Executive Board is not required to schedule membership business
meetings on a regular basis. Any membership meeting may be used to
conduct business.
Section 502 A
business meeting, scheduled in August of each year, shall be known
as the “Annual
Membership
Meeting”, and
shall be for the purpose of electing Officers, receiving reports of
Officers and committees, and for any other business that may arise.
Section 503 Special
membership meetings may be called by the President, by the Executive
Board, or by the written request of ten members of
RMSDCRMSC The purpose of
the meeting shall be stated in the call. At least seven days notice
shall be given.
Moved to Section 414
Section
504 Proposed expenditures, budgets or contracts
exceeding $500.00 will be presented to the Executive Board for
approval.
ARTICLE
VI ELECTION, NOMINATION AND VOTING ACTIONS
Section 601 Unless
otherwise specified in these bylaws, all elections and voting
actions shall afford the opportunity for members in good standing
to cast a ballot. The ballots received on or before the date
of election or voting action shall determine the election or action
being presented.
Section 602 The
Officers of RMSDCRMSC
as specified in Article IV shall be elected from those members who
are in good standing.
Section 603 The
Officers of RMSDCRMSC
shall be elected annually, and each shall hold office for one year,
from September 1 to August 31.
Section 604 There
shall be no restriction on the number of consecutive terms served by
an elected Officer.
Section 605 The
election of Officers shall occur during the
ANNUAL
MEMBERSHIP
MEETING of RMSDCRMSC
which shall occur during August of each year or as provided in
Section 502. Those elected shall assume office on the first day of
September immediately following their election.
Section 606 Election
of Officers shall be by written or electronic ballot. Candidates for
office who receive a plurality of votes cast shall be elected.
Section 607 The
President shall appoint an RMSDCRMSC
Officer Nominating and Election Committee, which shall consist of at
least three members. Except for the President, and any
Officer that may be running for another term, any member in good
standing may serve as a member of the Nominating and Election
Committee. This committee shall:
-
Collect names of those who wish to run for office.
-
Verify the good standing of members who wish to run for
office.
- Determine the method of voting provided that all members
in good standing are afforded the opportunity to vote.
-
Conduct the election by written and/or electronic ballot.
-
Verify the good standing of members who wish to cast a
ballot.
-
Collect and tabulate the ballots.
-
Report the results of the election to the membership.
Section 608 The President shall appoint a
Vote Committee, which shall consist of at least three members.
Except for the President, any member in good standing may serve as a
member of the Vote Committee. This committee shall:
-
Conduct voting actions other than the annual
RMSDCRMSC Officer
elections.
- Determine the method
of voting provided that all members in good standing are afforded
the opportunity to vote.
- In compliance with
RMSDCRMSC bylaws and
policies, publish the future date of a voting action using an
appropriate and reasonable method.
- Conduct the voting
action by written and/or electronic ballot.
- Verify the good
standing of members who wish to cast a ballot.
- Collect and tabulate
the ballots.
- Report the results
of the voting action to the membership.
Section 609 Members
in good standing entitled to vote shall be those persons who have
paid their annual membership dues and have been paid members for at
least one month prior to the date of elections. The Chairperson of
the Membership Committee shall provide a list of such members
to the Nominating and Election Committee and/or the Vote Committee
prior to the date of the election or voting action.
Section 610 A
majority vote by the general membership shall be required prior to
relocating RMSDCRMSC
to a permanent dance venue.
Section 611 Removal
of an elected Officer, at a time other than at the annual general
membership Officer elections, will require a special membership
meeting (see Section 503) and a 67 percent majority vote by the
membership in good standing. The Executive Board shall document
circumstances requiring any special membership meeting.
Section 612 The
Executive Board shall attempt to nominate, approve and install a
replacement to any mid-term Officer vacancy.
ARTICLE VII
COMMITTEES
Section
701 The Officers shall appoint or remove the
standing committee chairpersons.
Section 702 The
standing committees may include the following and shall operate
under the direction and approval of the Officers:
Dance and Entertainment:
- Provide and direct
entertainment as needed at weekly dance functions.
- Provide direction and
organization as needed for special events.
Hospitality:
-
Greet all members
and guests at events as needed.
-
Provide support for special events as needed.
General Membership:
-
Actively recruit new members.
-
Monitor and collect annual membership dues.
-
Maintain updated membership roster.
-
Provide membership records to Executive Board.
Professional Membership:
- Act as Executive Board
liaison for all member professionals.
- Develop, organize, and
promote activities involving member professionals.
- Recruit swing dance
professionals for membership and involvement with
RMSDCRMSC.
Fund Raising:
- Develop and promote fund
raising activities.
Historian:
-
Maintain RMSDCRMSC
scrapbook and RMSDCRMSC
memorabilia.
Music:
-
Collect and
maintain RMSDCRMSC
music library.
-
Staff and manage RMSDCRMSC
disc jockey services.
-
Act as liaison between the Executive Board and
RMSDCRMSC disc jockeys.
Newsletter:
- Prepare a newsletter in
accord with the policies of
RMSDCRMSC.
Publicity:
-
Submit news items about
RMSDCRMSC activities to the World Swing Dance
Council for publication.
-
Advertise
RMSDCRMSC activities in
any appropriate location.
Website:
- Organize, maintain and
update RMSDCRMSC
website as needed.
ARTICLE
VIII AMENDMENTS TO BYLAWS
Section 801 Proposed
amendments to the bylaws shall be submitted to the Vice President in
writing at least sixty days prior to the meeting at which the voting
will take place. The proposed amendments with the Executive Board's
recommendations for accepting, rejecting or altering them shall be
made available to all members of
RMSDCRMSC at least
thirty days prior to the meeting at which the voting will take
place. The Executive Board may not alter or discard a proposed
amendment without the consent of its originator.
Section 802 A
majority vote by the membership in good standing shall be required
to amend the bylaws.
ARTICLE
IX TERMINATION OF
RMSDCRMSC
Section 901 If RMSDC
voluntarily surrenders its interest, terminates its operations and
dissolves, all remaining funds and assets after all obligations have
been met shall be distributed pursuant to Internal Revenue Service,
federal and state laws and regulations.
ARTICLE
X DEFINITIONS
Section
1001 - Association: A connection or cooperative
link between people or organizations.
- Dance Professional: A person
who teaches dance for compensation during a current calendar year.
- Executive Board: All
currently elected RMSDCRMSC
Officers and appointed committee chairpersons as a body.
- Member in Good Standing: That
person who has paid their annual membership dues and has been a paid
member for at least one month prior to the date of an election.
- Nominating and Election
Committee: Three or more RMSDCRMSC members
in good standing appointed by the President not to include the
President or any Officer that may be running for another term.
- Vote Committee: Three or more
RMSDCRMSC members in
good standing appointed by the President not to include the
President.
Significant Changes
BYLAWS AMENDMENT NUMBER 1
Purpose: To define types of memberships, their respective voting
rights, and the rights of members. The change is a rewording of
Section 302 and a new Section 310.
PRESENT WORDING
ARTICLE
III MEMBERSHIP
Section 302 Members are
entitled to make motions; hold office, if eligible; and vote at
elections and/or meetings of the general membership. Each member, in
good standing, is entitled to one vote.
REVISED WORDING
ARTICLE
III MEMBERSHIP
Section 302 There shall be the
following types of membership: Family, Dual, Single, Student, and
Senior.
-
Family membership shall
consist of parents and any number of children under the age of
eighteen (18) years. This membership carries the right of two
votes.
-
Dual membership shall
consist of two persons living at the same address. This membership
carries the right of two votes.
-
Single membership shall
consist of an individual and carries the right of one vote.
-
Student membership
shall consist of a full-time student with valid student I.D. This
membership carries the right of one vote.
-
Senior membership shall
consist of persons at least 65 years old. This membership carries
the right of one vote.
NEW
SECTION
ARTICLE
III MEMBERSHIP
Section 310
All members in good standing shall have the following rights:
-
To take part in all
activities of the organization.
-
To use the property of
the organization in accordance with RMSDC rules and state and local
laws.
-
To inspect the books
and records at reasonable times for any proper purpose allowable
under Colorado law.
-
To attend meetings of
the Executive Board.
-
To make recommendations
and voice complaints to the Executive Board.
-
To make motions and
vote at meetings of the general membership in accordance with the
voting rights set forth in Section 302.
-
To hold office.
Elected officers must be twenty-one (21) years of age or older.
Persons appointed to standing committees serving on the Executive
Board must be eighteen (18) years of age or older.
BYLAWS AMENDMENT NUMBER 2
Purpose: To maintain objectivity and balance of control on the
Executive Board. To prevent a situation where one family and/or
household could control the board. To define the term
Administrative Year
PRESENT WORDING
ARTICLE
IV EXECUTIVE
BOARD
Section 402 The Officers of
RMSDC shall consist of a President, Vice President, Secretary and
Treasurer. Any member in good standing except a Dance Professional
may be elected to an Officer position. Any member in good standing
may be appointed as a standing committee chairperson.
REVISED WORDING
ARTICLE IV EXECUTIVE
BOARD
Section 402 The Officers of RMSC
shall consist of a President, Vice President, Secretary, and
Treasurer. Any member in good standing except a Dance Professional
may be elected to an Officer position. Any member in good standing
may be appointed as a standing committee chairperson. Multiple
members of the same family and/or household may not hold elected
officer positions in the same Administrative Year.
ADDED DEFINITION
ARTICLE
X DEFINITIONS
Section 1001
- Administrative Year: September 1st through August 31st
BYLAWS AMENDMENT NUMBER 3
Purpose: To allow the appointment of Assistant Chairpersons for
standing committees and to clarify quorum definitions and voting
rights with regard to same. To clarify that standing committee
appointments do not automatically carry over to the next
Administrative Year, but must be confirmed by the new officers.
PRESENT WORDING
ARTICLE
IV EXECUTIVE
BOARD
Section 411 A quorum shall
consist of one more than half of the Executive Board, of which at
least two shall be Officers.
ARTICLE VII
COMMITTEES
Section 701
The Officers shall appoint or remove the standing committee
chairpersons.
REVISED WORDING
ARTICLE
IV EXECUTIVE
BOARD
Section 411 A quorum shall
consist of one more than half of the Executive Board, of which at
least two shall be Officers. For the purposes of determining a
quorum, a standing committee Assistant Chairperson can only be
counted if the committee Chairperson is absent.
ARTICLE VII
COMMITTEES
Section 701 The Officers shall
appoint or remove the standing committee Chairpersons. Each
standing committee has one vote on the board. Assistant
Chairpersons may be appointed for committees as the Officers deem
necessary. In the absence of the committee Chairperson, the
Assistant Chairperson may vote.
NEW
SECTION
ARTICLE
IV EXECUTIVE
BOARD
Section 703 Standing committee
appointments shall automatically expire at the end of each
Administrative Year.
ARTICLE
X DEFINITIONS
Section 1001 -
Administrative Year: September 1st through August 31ST.
BYLAWS AMENDMENT NUMBER 4
Purpose: To provide for Executive Board proxy and e-mail voting in
accordance with state laws. Upon approval of this amendment, which
is to be inserted as Section 411, existing sections 411 through 417
will be renumbered as 412 through 418.
NEW
SECTION
ARTICLE
IV EXECUTIVE
BOARD
Section 411 The Executive Board
may use proxy or e-mail voting to take action in lieu of an
emergency board meeting provided each and every member of the board
in writing either:
-
Votes for such action, or
-
(a) Votes against such action or abstains from voting, and
(b) Waives the right to demand that a meeting be held.
Action is taken under this section
only if the affirmative vote for such action equals or exceeds the
minimum number of votes that would be necessary to take such action
at a meeting at which all of the board members then in office were
present and voted.
BYLAWS AMENDMENT NUMBER 5
Purpose: To define the Swingtime Committee, Swingtime Director, and
set forth duties.
NEW SECTION
ARTICLE VII COMMITTEES
Section 704 The Executive Board
shall appoint by majority vote a “Swingtime in the Rockies” (Swingtime)
event Director to head the Swingtime Committee. Other Swingtime
committee members may be appointed by the board or at the discretion
of the Swingtime Director. The Swingtime Committee is not a
standing committee and has no vote on the Executive Board. The
Swingtime Director may not be a current club Officer but may be a
standing committee chairperson.
Duties of the Swingtime Director
-
Prepare a Swingtime budget and present it to the Executive
Board in writing for approval before any monies are spent.
-
Negotiate with a hotel and submit any contracts to the
Executive Board for approval before signing.
-
Submit the contracts or expenditures in excess of $5,000 in
writing to the Executive Board for approval prior to execution. .
-
Deliver copies of a profit & loss statement to the general
membership at the Annual Membership Meeting.
The Swingtime Director may be
removed by a majority vote of the board when any of these duties are
not performed.
BYLAWS AMENDMENT NUMBER 6
Purpose: 1) To reduce the cost of credit card and PayPal fees for
RMSC and to cut down on unnecessary bookkeeping. 2) To bring RMSC
membership definitions in line with state and federal regulations
for non-profit organizations. 3) To eliminate the questionable
practice of collection of dues by one non-profit organization and
subsequent transfer of same to another non-profit organization.
PRESENT WORDING
ARTICLE
III MEMBERSHIP
Section 305 Annual dues in RMSDC
shall be determined by the Executive Board. The Executive Board may
increase the annual dues once each year. Dues shall be payable in
advance, are nonrefundable, and shall be renewable at the beginning
of each calendar year and pro-rated at the time of initial
membership as determined by Executive Board policy.
REVISED WORDING
ARTICLE
III MEMBERSHIP
Section 305 Prospective members
shall qualify for membership by joining the Turnverein either
directly or through RMSC and designating RMSC as a club choice.
Annual dues shall be determined by Turnverein policy and are payable
in advance to the Turnverein, are nonrefundable, and shall be
pro-rated at the time of initial membership as determined by
Turnverein policy. To be accepted into membership of RMSC,
prospective members must also have an interest in learning and
dancing West Coast Swing and joining others in this common interest
at RMSC’s weekly dances.
Section 306 There shall be no additional assessments, other than
annual dues, unless approved by a majority of the votes cast by the
membership in good standing.
Section 610 A majority of the votes cast by the membership shall
be required prior to relocating RMSC to a permanent dance venue.
Section 611 Removal of an elected Officer, at a time other than
at the Annual Membership Meeting
(contingent on “minor changes” approval), will require a
special membership meeting (see Section 503) and a 51 percent
majority of the votes cast by the membership in good standing.
Section 802 A majority of the votes cast by the membership in
good standing shall be required to amend the bylaws.
Section 301 Membership in RMSC shall be open to individuals who
are interested in promoting and furthering the purpose of RMSC. A
Member in Good standing, or Current Member, is a person who:
-
has
paid dues to the Turnverein for the current year
-
has
an interest in learning and dancing West Coast Swing and joining
others in this common interest at RMSC’s weekly dances
-
has
been a member of RMSC for at least thirty days and has not been
terminated by Executive Board action.
Section 609 Members in good standing entitled to vote shall be
those persons who:
-
have
paid dues to the Turnverein for the current year
-
have
an interest in learning and dancing West Coast Swing and joining
others in this common interest at RMSC’s weekly dances
-
have
been a member of RMSC for at least thirty days and have not been
terminated by Executive Board action.
-
The
Chairperson of the Membership Committee shall provide a list of such
members to the Nominating and Election Committee and/or the Vote
Committee prior to the date of the election or voting action.
ARTICLE X DEFINITIONS
Section 1001 Member in Good Standing:
That
person who:
-
has
paid dues to the Turnverein for the current year
-
has
an interest in learning and dancing West Coast Swing and joining
others in this common interest at RMSC’s weekly dances
-
has
been a member for at least one month prior to the date of elections
and has not been terminated by Executive Board action.
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