MID-EASTERN CHAPTER OF THE USA DANCE, INC.
(Affiliated with USA Dance, Inc.,
a Virginia 501(c)(3) nonprofit corporation ("Association"))
1.1 Application for membership shall be made in writing to the Association's Central Office.
1.2 Any member, for reasons specified in Section 3.5(b) and (c) of these bylaws, may be expelled from membership by unanimous vote of a quorum of the Chapter's board of directors ("board").
1.3 Any member may resign by so advising the Secretary in writing.
1.4 The Chapter shall have the same membership classes as does the Association.
2.1 Generally. The officers shall consist of a President, a Vice President, a Secretary and a Treasurer. All Chapter Officers shall be members in good standing.
2.2 President. The President shall call and preside at all membership meetings and board meetings, shall nominate all committees, shall execute or approve on behalf of the Chapter all contracts, bonds and other written instruments approved by the board, shall supervise and manage the business affairs of the Chapter, and shall perform such other duties incident to the office of President as the board may prescribe from time to time.
2.3 Vice President. The Vice President shall assume the duties of the President in her/his absence, shall be the principal advisor to the President on Chapter affairs, and shall perform other tasks incidental to the office of Vice President as the board may prescribe.
2.4 Secretary. The Secretary shall keep and distribute to board members full and correct minutes of all proceedings of the Chapter, its members, directors and committees, shall issue notices required by law and these bylaws, shall maintain Chapter records other than financial records, shall prepare and submit required annual, periodic or special reports, and shall perform such other duties as the board may prescribe.
2.5.1 The Treasurer's duties shall include, but not be restricted to, attending membership meetings and board meetings, collecting all monies due and owing to the Chapter, paying amounts due to the Association, and paying all just and valid debts and obligations of the Chapter upon approval thereof by the board, and performing such other duties as the board may prescribe.
2.5.2 The Treasurer without prior approval of the board, may incur an indebtedness not to exceed $100.00 per month for ordinary Chapter expenses.
2.5.3 The Treasurer shall keep a correct and complete record of all monetary transactions, shall have general charge of the books of accounts and financial records of the Chapter, and shall render periodic and required financial reports to the board, to the Association, and to the membership showing the financial condition of the Chapter. Reports to the board shall be rendered as often as the board deems necessary.
2.5.4 The Treasurer shall prepare and submit such financial reports as required by federal and state laws.
2.5.5 The Treasurer shall make available all books of accounts and records for an annual audit or at such other times as deemed necessary by the board.
2.6 Vacancies. The board shall declare and fill vacancies in any office, except that the Vice President shall be the successor to the President. Appointees shall hold office for the remaining portion of the former officer's term.
Chapter Board of Directors
3.1 Generally. The Board of Directors shall manage the activities, property and affairs of the Chapter. The Board shall hold general board meetings not less than twice a year. The President or any two directors may call special meetings of directors. Upon receipt of such call for a special meeting, the Secretary shall give verbal or written notice to all directors of the place, date and time of such meeting and the purpose(s) for which the meeting was called. A majority of the number of directors fixed under these bylaws shall constitute a quorum for the transaction of business.
All questions, except the expulsion of a member, shall be decided by majority vote of directors present at a meeting at which a quorum exists. Any action that can or must be taken at a meeting of the board or of any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by each member of the board or committee, as the case may be. Such consent may also be given by e-mail. Voting may be done by e-mail if the item to be voted on is distributed for review to each board member prior to the vote. The President will conduct such an e-mail vote.
Directors may participate in a meeting of the board or a committee thereof by means of a telephone conference or similar arrangement that allows all participants to hear and respond to each other.
3.2 Number. The Chapter shall have up to 5 elected or appointed directors, unless the board is filling a vacancy, the Directors must be elected by the members, who, together with the President, Vice President, Secretary and Treasurer, shall constitute the board.
3.3 Qualifications. All directors shall be members in good standing.
3.4 Term. The term of office of a director shall be for two years.
3.5 Vacancies. By a majority vote of its members, the board may declare a vacancy on the board or in any office by reason of (a) two or more consecutive unjustified absences from board or membership meetings, (b) conviction of a criminal offense or (c) conduct manifestly unethical or contrary to the best interests of the Chapter. All vacancies on the board shall be filled by the affirmative vote of a majority of the remaining directors. A director so elected shall serve for the remaining portion of the former director's term.
3.6 Committees. The President may appoint such committees as necessary for conducting the business affairs of the Chapter. All such committee appointments shall terminate at the end of the fiscal year, unless otherwise specified by the President.
4.1 Qualifications. Officers and directors of the Chapter shall be elected or appointed if filling a vacancy, from members in good standing. No person may serve simultaneously as President and Vice President or as President and Secretary.
4.2 Election of Officers. The President, Vice President, Secretary and Treasurer shall be elected by majority vote of the members present in person or by proxy at the last membership meeting of the fiscal year, which shall be the annual business meeting of the Chapter, or by approval and vote of the existing Board of Directors. All officers shall serve for two years and until their respective successors shall have been duly elected and qualified. Officers shall brief their successors before stepping down.
4.3 Election of Directors. Directors shall be elected by majority vote of the members present in person or by proxy at the annual business meeting; or by nomination and approval from the Board of Directors for a term of two years.
4.4 Nominations. Any Chapter member may nominate officers and/or directors. Nominations may be presented to the board, by any means available, through January 31 of the election year. After reviewing such recommendations, the board shall determine the recognized nominees. Notice of such nominations shall be given to the membership at least 60 days before the annual business meeting of the members. Nominations shall be allowed from the floor at the election meeting.
Meetings of Members
5.1 Annual Meeting. An annual business meeting of the members shall be held at the Chapters Annual May Ball, or on such date and at such time and place as the board shall determine. If extenuating circumstances require changing the date, time or place of such meeting, the board shall approve any such change.
5.2 Meetings of Chapter. Additional Chapter meetings shall be held on such dates and at such time and place as the board shall determine. The board may cancel any meeting for sufficient cause.
5.3 Special Meetings. Special meetings of the members may be called by the President or by a majority of the board. Upon receipt of such call for a special meeting, the Secretary shall cause notice of the special meeting to be given as hereinafter provided. Upon written request of members representing not less than 25 percent of all the votes entitled to be cast at a meeting, the Secretary shall call a special meeting of members for the purposes specified in such request and shall cause notice thereof to be given as hereinafter provided.
5.4 Notice of Meetings. Written notice stating the place, day, and time of all meetings and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given to each member entitled to vote at the meeting, not less than 10 days nor more than 90 days before the scheduled meeting date. Notice of the annual meeting shall be given to each member not less than 60 days before the scheduled meeting date. Notice shall be mailed, postage prepaid, to a member at his/her address as it appears on the Chapter records, or sent by e-mail, if the member has an e-mail address.
Notice of board meetings shall be published in the Chapterís on-line newsletter and in any mailed newsletter sent to Chapter members. Chapter members may attend board meetings if the member notifies the President of her/his intention to attend.
5.5 Quorum. Ten percent (10%) of the votes entitled to be cast on a matter, represented in person or by proxy at any meeting, shall constitute a quorum. A majority of all votes cast at a meeting where a quorum is present is sufficient to approve any matter. If less than a quorum is present, the majority of those present may adjourn the meeting to a specific date, time and place, and the Secretary shall notify the absent members of such adjourned meeting.
5.6 Proxies. Any member may vote in person or by proxy. All proxies shall be filed with the Secretary and shall be revocable at any time. A proxy shall not be valid if it is dated more than six months before the meeting designated therein, and no proxy shall be valid after final adjournment of such meeting.
The Chapter shall indemnify and hold harmless any person who shall be a director or officer of the Chapter from and against any and all actions, claims, demands, lawsuits, liability, losses, damages, costs and expenses (including reasonable attorney's fees) that arise or are asserted against or incurred by such person in connection with Chapter business. However such office or director shall not be relieved from any liability to the Chapter imposed by law, including liability for fraud, bad faith or willful conduct.
Upon due notice to members, these bylaws may be amended upon the affirmative vote of a majority of the membership, or upon affirmative vote of a majority of the Board of Directors. The Secretary shall provide written notice to members of any meeting where any amendment(s) to these bylaws will be considered. Such notice shall include a copy of the proposed amendment(s) or a summary thereof.