Article I: Name and Object of Corporation
Section 1. Name
This Corporation shall be known as the Madison West Coast Swing Club, Inc., hereinafter called the “Club.”
Section 2. Function
The purpose of the Madison West Coast Swing Club shall be to provide a friendly, energetic, and supportive environment where members and guests can share a love for swing dancing and pursue individual dancing goals. To promote swing dancing as a social activity in our community. To provide an open and friendly atmosphere where everyone is treated equally. We do not discriminate on the basis of race, religion, nation of origin, age, gender, sexual preference, marital status, manner of dress, or interest in other social dances.
Article II: Membership
Section 1. Members
The members of the Club shall consist of those persons from time to time who have paid their membership dues in full and are carried on the Club’s membership roll.
Section 2. Vote
Each member shall have one vote at the annual meeting of the members.
Section 3. Hiatus
If all Club dance activities are put on hiatus due to extenuating circumstances (including, but not limited to: a public health emergency, event venue closure, or an inability of the board of directors to operate the Club) for a period of time greater than 45 days, all Club memberships in good standing will be placed in a “frozen” state until the Club resumes dance activity.
A “frozen” membership has no annual dues, allows attendance and voting at board and member meetings, provides eligibility for serving on or being elected to the board of directors, and is considered a membership in good standing on the membership roll, but provides no monetary or admittance benefit at Club dance events.
Upon being unfrozen, the membership will provide its normal benefits and be valid for a period of time equal to its remaining normal term as of the date the hiatus started. No new membership applications are accepted when the Club is in a hiatus state unless approved by a majority of the board of directors.
Article III: Government
Section 1. Board of Directors
The Board of Directors (“Board”) shall consist of no fewer than five (5) members. The initial Board shall consist of those directors elected per Article V Section 1. Thereafter, for the remainder of their term, the Board may appoint new directors by a majority vote of the Board. Board positions are volunteer.
Section 2. Officers
The officers of the Club shall consist of a President, a Vice President, a Secretary, and a Treasurer, selected from the Board of Directors as provided in Section 2 of Article V of these Bylaws.
Article IV: Meetings
Section 1. Annual meeting of members
The annual meeting of members of the Club shall be held in the last quarter of each calendar year. Notice of the time, date and place of the annual meeting shall be mailed or otherwise delivered to each member at least fourteen (14) days prior to the meeting.
Section 2. Special meeting of members
Special meetings of members may be called by the President at any time on his/her own initiative or by the President or Treasurer upon the request of three (3) directors to such officer made in writing. Notice of the meeting shall be mailed or otherwise delivered to each member at least ten (10) days prior to the meeting. At such special meeting there shall only be considered such business as is specified in the notice of meeting.
Section 3. Quorum for members meeting
At all meetings of the Club, either annual or special, one-fourth of all members, either in person or by proxy, shall constitute a quorum for the purpose of conducting business.
Section 4. Lack of quorum
If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him/her.
Section 5. Order of business
At all annual meetings of the Club, the order of business shall be as follows:
- Reading of a summary of the minutes of the immediate prior annual meeting
- Old Business
- Reports of Officers & Committees
- New Business
- Election of Directors
Section 6. Meetings of Board
Regular or special meetings of the Board of Directors may be called by the President on his/her own initiative whenever in his/her judgment deemed necessary; or by the Treasurer upon request of any three members of the Board of Directors. Five days notice of meetings of the board shall be sent by mail or otherwise delivered to all directors and shall be deemed sufficient notice of such meetings.
Section 7. Quorum and Voting for Board Meetings
A simple majority of the Board of Directors shall constitute a quorum. Actions of the Board shall require an assenting vote of not less than a majority of the total Board, not including any directors who are required to abstain due to conflicts of interest.
Section 8. Notices
All notices to members shall be mailed to them as given on the books of the Club, or otherwise delivered. Such mailing or delivery shall constitute presumptive evidence of service thereof.
Article V: Election of Directors and Officers
Section 1. Election of Directors
The directors of the Club shall be elected at the annual meeting. Each member shall be entitled to one vote for each director to be elected. All candidates receiving a majority of the votes of the total number of member votes cast shall be declared elected. Each director shall be elected for a term lasting until the next annual meeting of members.
Section 2. Nominations
Prior to the annual meeting, the Board of Directors shall prepare a slate of candidates for consideration by the membership. The slate of candidates shall be submitted to the membership with the notice of the annual meeting, and shall be posted at all Club functions at least four (4) weeks prior to the date of the Annual Meeting. Any other nominee who is nominated by at least four (4) members shall be eligible for election in addition to the slate of candidates recommended by the Board. Notice of such additional nominee(s) shall be submitted in writing, showing a minimum of four (4) signatures supporting the nomination, and must be received by the Secretary prior to the annual meeting.
Section 3. Election of officers.
The Board of Directors shall elect from among their number a President, a Vice President, a Secretary and a Treasurer. The meeting of the Board of Directors to elect officers and select committee chairpersons shall be held within one (1) month following the annual meeting of members.
Section 4. Committee action
An action by a majority of a committee shall be deemed to be the action of the whole committee.
Section 5. Committee Voting
Actions of any Committee shall require an assenting vote of not less than a majority of the total Committee.
Article VI: Vacancies in Office
If a vacancy occurs among the officers or in the Board of Directors, the Board shall fill such vacancy until the next annual meeting with a qualified director or member, as elected by a majority of the Board. Any officer or director may be removed by the Board of Directors with or without cause by a vote of two-thirds (2/3) of all directors, not including the director up for removal.
Article VII: Duties of Officers
Section 1. President
The President shall preside at all meetings of the Club and of the Board of Directors and shall be responsible for the overall management of the club. The President shall be co-signer on all Club bank accounts.
Section 2. Vice President
In the absence of the President, the Vice President shall perform those duties.
Section 3. Secretary
The Secretary shall keep the Minutes of all meetings of the Club and of the Board of Directors; and shall mail or otherwise deliver all notices for meetings of the Club or the Board of Directors. The Secretary shall maintain the Corporate Minute Book and Bylaws.
Section 4. Treasurer
The Treasurer shall have charge of all receipts and monies of the Club, oversee deposits in the name of the Club in a bank approved by the Board of Directors, and disburse funds as ordered or authorized by the Board of Directors. S/he shall keep regular accounts of his/her receipts and disbursement, submit his/her record when requested by members, and give an itemized statement at regular meetings of the board. S/he shall sign checks and withdrawal slips on behalf of the Club upon any and all of its bank accounts. The Treasurer shall assist in the annual audit by providing complete and accurate records and information to the auditors.
Section 5. Execution of instruments
All leases, contracts, and other instruments in writing shall be approved in writing by the President and the Treasurer and signed by at least one of them. The Vice President shall approve or sign in the absence of the President or the Treasurer. All signed contract documents shall be submitted to the Treasurer for recordkeeping.
Section 6. Check signing
All checks for expenses over $200.00 must be approved by the Board in the form of a signed contract or specific authorization.
Article VIII: Duties and Power of Board of Directors
Section 1. Management of the Club
The Board of Directors shall have general charge and management of the affairs, funds, budgets, policy and property of the Club. The Board shall have full power and it shall be the Board’s duty to carry out the purposes of the Club according to its Articles of Incorporation and Bylaws.
Section 2. Rule-making
The Board of Directors may make rules for the conduct of the members and the use of Club property, and define and limit the privileges of the members and their guests, not inconsistent, however, with anything set forth in these Bylaws.
Section 3. Appointment of committees
The Board of Directors may appoint such committees as it deems necessary; it may vote the expenditure of monies as it deems necessary or advisable; and it may contract for the lease or purchase, in the name of the Club, of materials or facilities for the use of the members.
Section 4. Committees
The Board may establish any committee that from time to time it shall consider proper and define the powers and duties of any committee, adding to or taking from these powers as it considers proper.
Article IX: Direct Petition by Members
Section 1. Petition
By petition of at least ten (10) percent of the membership or twenty (20) current club members, whichever is greater, the current Club members may call a special meeting of the Club for purposes of recalling any or all current directors or amending the current Bylaws of the Club. Notice of the special meeting shall be mailed or otherwise delivered to each member at least ten (10) days prior to the meeting.
Section 2. Recall
A written slate of candidates shall be presented at the special meeting. Current director(s) may add his/her name(s) to the slate of candidates at the special meeting. The election process specified in Article V shall be followed.
Section 3. Special Meeting
One of the petitioners shall preside over the special meeting. Another one of the petitioners shall act as a secretary. Only business specified in the notice to members shall be considered at the special meeting.
Article X: Annual Audit
Two (2) members who are not members of the current Board of Directors shall conduct the audit. The Board of Directors shall appoint auditors. They shall conduct a thorough review of all Club receipts and expenditures to ensure that the Club’s financial transactions are in keeping with the Bylaws and common sense. The Club Treasurer shall assist the auditors. The auditors shall complete its yearly review no later than one (1) week prior to the Club’s annual meeting and shall report their findings at the annual meeting.
Article XI: Applications Fees and Dues
Section 1. Annual dues
The Club’s annual dues shall be set by the Board of Directors.
Section 2. Time for payment of dues
Annual dues are to be paid in full on the anniversary of their membership each year for continuing members; or at the time of application for membership for new members.
Section 3. Loss of membership
Continuing members whose dues remain unpaid following the anniversary of their membership shall lapse their membership along with all privileges of membership.
Article XII: Dissolution of Club
In the event the Club were to dissolve, any assets remaining after all obligations are paid in full shall be donated to a charity of the Board’s choice.
Article XIII: Rules and Regulations for Members and Guests
Section 1. Right of members to use Club property.
Club property, including stereo equipment, music, and associated materials may be used by members only with the express permission of the Board.
Section 2. Right to privacy
The Club membership rolls and mailing list may not be used by any member, person or organization without the express permission of the Board of Directors and the written authority of the President.
Section 3. Misconduct
Any misconduct or inappropriate behavior by a Club member or attendee of a Club event shall be dealt with on an individual basis by the Board of Directors as soon as is practical, after it is brought to the Board’s attention. An attendee whose misconduct is determined by the Board to pose a threat to the safety or well-being of members and/or Club event attendees may face consequences up to and including temporary or permanent ban from club events (with no refund for admissions already paid) and/or immediate revocation of membership and all privileges thereof (with no refunds for dues already paid), per the discretion of the Board.
Section 4. Donations to the Club
The Club shall accept only those donations, either in cash or in kind, made in good faith. A donation made because the member expects a reward or special privilege in return, is not considered to be made in good faith. All donations shall be made to the Club and not to individual directors or members.
Section 5. Conflict of interest
From time to time, a perceived conflict of interest may develop in issues considered by the Board of Directors. Should such a conflict of interest develop, the affected director(s) is/are expected to refrain from voting in all decisions regarding that issue.
Section 6. Use of the Club name
The club name is recognized property interest of the Club. Any use of the Club name, motto or logo shall require prior approval by the Board of Directors and the written authority of the President.
Section 7. Member/member assistance
Club members shall not charge other members for any assistance, help or “lessons” given during Club meetings, dances or activities unless that member is a club-sanctioned instructor or provider of services.
Section 8. Additional rules and regulations
The Board of Directors may establish and enforce any and all additional rules and regulations deemed advisable and necessary.
Article XIV: Amendments to Bylaws
Section 1. Proposed amendments to the Bylaws shall be presented by written ballot at any official member meeting. Bylaws may be amended by a majority of the total number of members who vote. Amended Bylaws shall take effect at the next official meeting.[These Bylaws were amended December 2020]