Club By Laws
AMENDED BY-LAWS
of
THE SOUTH FLORIDA SWING DANCE SOCIETY, INC.
A Florida corporation not-for-profit
ARTICLE I
PURPOSE
THE SOUTH FLORIDA SWING DANCE SOCIETY, INC. (the “Corporation”) is
organized and operates as a nonprofit educational and social organization under
the Nonprofit Corporation Act (the “Act”) for the purpose of preserving, studying,
teaching and promoting public interest in swing dancing and other forms of social
dancing (“Swing Dancing”) and to engage in any lawful activity under the laws
of the State of Florida. The Corporation shall not engage in any activity that
conflicts with its status as a nonprofit corporation.
ARTICLE II
OFFICES
The Corporation shall have and shall continuously maintain in the State of
Florida, a registered office and a registered agent, which agency may be either an
individual resident in the State of Florida whose business office is identical with
such registered office, or a domestic corporation for profit authorized to conduct
affairs in the State of Florida that is authorized by its articles of incorporation to
act as such agent having a business office identical with such registered office and
may have other offices within or without the State of Florida as the Board of
Directors may from time to time determine.
ARTICLE III
MEMBERSHIP
Any person interested in Swing Dancing shall be eligible for membership.
Membership is granted after submission of a membership application and
payment of annual dues, as set by the Board of Directors from time to time.
Members shall have the right to cast their ballots for nominated Directors and,
when applicable, are eligible to hold office and serve on the Board of Directors.
If a Member acts in an inappropriate manner, or otherwise fails to follow
the rules and policies of the Corporation at any time, the Board of Directors may,
at its discretion, terminate the membership of such Member.
ARTICLE IV
ELECTION OF DIRECTORS
On or before July 1st of each year, the current President will appoint a
Nominating Committee from the Membership, one or more of which shall be a
Director. Nominations for the Board of Directors shall be made by the Nominating
Committee or by written nominations made by petitions of five or more Members,
provided the consent of the nominee has been obtained. Nominees must be
Members in good standing for 180 days prior to nomination. Current Board
Members may elect to run for a seat on the upcoming Board. If there are no
Members interested in sitting on the Board of Directors, the current Board of
Directors may extend their term.
If the nominees for the Board of Directors are greater than eleven (or
the maximum number of Directors allowed), ballots will be sent to all Members
by August 1st of each year. Each Member shall have one vote. Ballots will be
collected until the September meeting of the Board of Directors, at which time the
ballots will be tallied and the eleven nominees receiving the most votes will be
installed to the Board of Directors.
If the nominees for the Board of Directors are equal to or less than eleven,
no ballots will be sent and the nominees will be installed to the Board.
Each Director will serve for one year, beginning on October 1st and ending
on September 30th of the next year.
ARTICLE V
BOARD OF DIRECTORS
The Board of Directors (hereinafter “Board” or “Directors”) shall have the
overall responsibility to set policy, regulate and administer the Corporation’s
affairs, including, but not limited to:
(a) Scheduling events, setting dues, fees and cost of admission to functions;
(b) Paying the operational costs of the Corporation, including payment
to teachers, DJs, facilities, and all matters incident to the business of
the Corporation;
(c) Purchasing equipment and materials necessary for the Corporation’s
operations and activities;
(d) Expending and managing the financial assets of the Corporation.
The Board shall regulate membership dues, which are payable annually in
January of each year and are nonrefundable. The Board may elect to give a
discount to Members who pay dues prior to January 1st of each year. Directors are
exempt from dues for the length of their tenure.
The Board may designate committees to undertake defined tasks and may
delegate limited authority for decisions to be made on behalf of the Board.
There shall be no more than eleven or less than five Directors at any time
serving on the Board, however, the optimal number of directors will be determined
by the Board from time to time and may be changed by majority vote of the
Board.
Vacancies on the Board may be filled by the vote of a majority of Directors
then in office, however, vacancies need not be filled unless the number of Directors
fall below five. The Directors may appoint additional Directors to the Board by
majority vote at any time the number of Directors is below eleven (or the then
maximum number of Directors allowed).
Meetings of the Board shall be once a month or as determined by the Board.
A majority of Directors shall constitute a quorum for the transaction of business.
Every action taken or decision made by a majority of the Directors present at a
duly held meeting at which a quorum is present shall be the act of the Board.
Decisions by the Board may be made by telephonic or electronic (facsimile or
email) means.
A Director may be removed for cause by a majority vote of the entire Board.
Such vote may be by secret ballot and the Director who is the subject of removal
shall have no vote in the matter.
ARTICLE VI
OFFICERS
Only current Directors are eligible to be Officers of the Corporation. At the
first meeting of the Directors after an election, the Directors shall elect the Officers
from among the Directors by majority vote. The term of office is one year. The
Officers of the Corporation are President, Vice President, Secretary, Treasurer, and
Social Director.
(a) President. The President must have been a member in good
standing for one (1) year. The President is the executive officer responsible for the
operation of the group. The President shall preside at all meetings and events; call
regular or special meetings of the Board or membership, appoint chairs and
committees; and perform such other duties as necessary and as authorized or
requested by the Board.
(b) Vice President. The Vice President shall perform all duties of the
President in the President’s absence and in the event of the President’s resignation
or incapacity to serve, shall succeed to the office until the next regular election of
the Officers. The President may delegate to the Vice President such other duties as
necessary and as authorized or requested by the Board.
(c) Secretary. The Secretary shall record minutes of meetings, read and
file minutes of previous meetings, assume responsibility for official correspondence
by the Board, maintain membership roster and perform such other duties
as necessary and as authorized or requested by the Board.
(d) Treasurer. The Treasurer shall keep and maintain adequate and
correct books and accounts of the Corporation's transactions, including the
collection of dues and charges, and the disbursement of fees to teachers, vendors
and others as authorized by the Board. The Treasurer shall advise the Board of the
finances of the Corporation and shall assist in formulating budgets for events and
activities. The Treasurer shall prepare a yearly financial statement of operations
and perform such other duties as necessary and as authorized or requested by the
Board.
(e) Social Director. The Social Director shall apprise the Board of
upcoming activities and social events planned for the advancement of the
Corporation. The Social Director shall hire DJs and teachers for monthly dances,
shall arrange refreshments and entertainment for social events and perform such
other duties as necessary and as authorized or requested by the Board.
ARTICLE VII
MEETINGS
Members in good standing are, unless otherwise notified by the Board,
welcome to attend the monthly meetings of the Board. Members may not
participate in discussions on the matters before the Board and shall not have a
vote on such matters.
Any member may petition for an audience before the Board by written
request to the President at least seven days prior to the monthly Board meeting. If
the subject matter of such request is approved by the President, the matter shall be
placed on the agenda for the next regularly scheduled meeting and heard at such
meeting.
Annual or special meetings of the membership may be called by the
President at his or her discretion, at the direction of the Board, or by the written
request of at least 10% of the membership. At least seven days’ written notice shall
be given of any meeting of Members and such notice shall state the matters to be
considered.
It is desirable that meetings of the Board shall be conducted in the spirit of
cooperation and consensus on decisions. Should questions or disputes as to
procedure arise, they shall be settled by reference to Robert’s Rules of Order, except
which such Rules are inconsistent with these By-Laws.
Notices, agenda, and all communications may be delivered in person, by
first class mail, by facsimile or by email (electronic means). Decisions of the Board
can be made by unanimous electronic means and/or unanimous written consent
without the necessity of a meeting.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
The Board of directors shall have the power to adjust, alter, amend or repeal
the By-Laws utilizing the following procedure:
(a) A proposal for change in the by-Laws shall be made at a meeting of
the Directors and the entire text of the proposed amendment(s) shall be made
available to the Directors at that time.
(b) The proposed amendment(s) to the By-Laws shall meet with an
affirmative vote of no less than a majority of the entire Board to pass.
(c) Upon adoption, the Amended By-Laws will be posted to the
Corporation’s website.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of The South
Florida Swing Dance Society, Inc., a Florida corporation not-for-profit, and that
the above Amended By-Laws are the By-Laws of this Corporation as adopted
by the Board of Directors on July 1, 2008.
Executed on July 8, 2008 at Ft. Lauderdale, Florida.
THE SOUTH FLORIDA SWING DANCE SOCIETY, INC.
By: ______________________________________________
Joan Handelsman, Secretary
