BY-LAWS
WHEREAS We the Members of this club, do hereby unite ourselves into a club which shall be known as the "North Houston Swing Dance Club”;
AND WHEREAS North Houston Swing Dance Club was incorporated as 1960 Whip Club, Inc. a
not-for-profit organization under the laws in the State of
AND WHEREAS the Texas
Non-Profit Corporation Act provides for the enactment and confirmation of
By-Laws at a general meeting;
AND WHEREAS North Houston Swing Dance Club, located in
AND
WHEREAS this By-Law shall replace and supersede any others passed prior to the
day of enactment;
AND
WHEREAS the By-Law herein is necessary for the proper operation of North
Houston Swing Dance Club;
BE IT ENACTED as a By-Law of North Houston Swing Dance Club as
follows:
ARTICLE
I
Interpretation
1.01. In this By-Law and in all other By-Laws of North Houston
Swing Dance Club, hereafter passed, unless the context otherwise specifies or requires:
2.01 It shall be the objective of the CLUB to preserve and promote the dance known as the “Whip”, “Push”, “West Coast Swing”, or the “Swing”, hereinafter referred to as the "SWING".
2.02 It shall further be the objectives of the CLUB to encourage all people who have an affinity for the Swing dance and who are of wholesome moral character to join and become members of this CLUB.
2.03 It shall further be the objective of this CLUB to seek and secure, where possible, any economic benefits for the membership through the collective effort of such membership whereby the CLUB may hold any of its official functions.
ARTICLE III
Terms of
Membership
Application
3.01
All persons
interested in the purposes of the CLUB who make application and pay membership
fees fixed by the Board shall be members in good standing.
Prospective Memberships
3.02
Prospective new members shall be able to
participate in one (1) weekly session free of charge as a means of evaluating
the CLUB. On the second week, the participant will have to pay the dues in
order to continue participation in the CLUB.
Member
3.03
A Member 18
years of age or over shall be entitled to hold office, vote at all members'
meetings and shall have all other CLUB privileges subject to any restrictions
which may be passed by the Board. A Member 17 years of age or younger may not
hold office or have voting privileges, but shall have all other CLUB privileges
subject to any restrictions which may be passed by the Board.
Members Bound by
By-Laws
3.04
All members
shall, by accepting membership, be deemed to have notice of and to agree to be
bound by all rules and regulations duly made thereto or hereafter to be made by
the CLUB or by duly authorized Officers or by the Board.
Fees
3.05
The annual and
other fees, dues and assessments which the members shall pay to the CLUB shall
be as the Directors shall from time to time fix. Members in default of payment
automatically shall cease to be members. Members shall be reinstated upon
payment of such fees.
Refund of Fees
3.06
On resignation
or expulsion, a member shall have no claim on the refund of any part of his
fees for the current year or past years.
Competition Fees
3.07
Members in good standing for a
period of 12 (twelve) months prior to select competitions (as determined by the Board) are
eligible for reimbursement of entry fees in accordance with the following
stipulations:
d) 3.07a, 3.07b and 3.07c are contingent upon the competition’s acceptance of payment from the CLUB.
Disciplinary Matters
3.07
Should the
conduct of any member, either as a part of or outside of the CLUB activities
be, in the opinion of the Board, injurious to the character and interests of
the CLUB, or should any member persistently refuse to conform to any By-Law or
rule or regulation of the CLUB, the Board may reprimand, and/or suspend, and or
request such member to resign; and should he not resign within fourteen days of
the mailing to him, at his address as shown by the books of the CLUB, a letter
containing such request, the Board shall be empowered to remove his name from
the list of members, at a meeting of the Board, duly called for the purpose,
and notice of such meeting shall be given to the member, at least seven days
prior to the date of such meeting. Notification of the member's reprimand
and/or suspension and/or expulsion shall be forwarded to him by mail. Any
reinstatement of the member shall be subject to review by the Board upon
submission of a new application.
ARTICLE IV
Meetings of Members
Place of the Annual General Meeting
4.01
The Annual
General Meeting of the CLUB shall be held at such place in Metropolitan Houston
on such day each year as the Directors may by resolution determine.
Date of the Annual
General Meeting
4.02
The Annual
General Meeting of the CLUB shall be held in the final quarter of the calendar
year, provided that such annual meeting shall not be held later than 15 days
prior to the end of the CLUB'S fiscal year. Notice of the meeting shall be
published in an email from the CLUB and sent to all members of the CLUB, dated
at least 14 days in advance. Non-receipt of notice by any members shall not
invalidate any resolution passed or any proceedings taken at the Annual General
Meeting.
Procedure at the
Annual General Meeting
4.03
The procedure
for business at the Annual General Meeting shall be as determined by the Board
but to follow standard accepted practice. Such meeting shall be held to receive
the reports and statements required by the CLUB’S Act, to be read at and laid
before the CLUB members at the annual meeting, to elect Directors and for the
transaction of such other business as may properly be brought before the
meeting.
Calling a Special
Meeting
4.04
A Special
Meeting of the CLUB may be called by a simple majority of the Board or by
requisition signed by at least one tenth of the members of the CLUB. A notice
of a Special Meeting shall contain a summary of proposed business to be
conducted at such meeting and said notice shall be emailed to members of the
CLUB or published on the web site of the CLUB at least 14 days in advance.
Place of the Special
Meeting
4.05
The Special
Meeting of the CLUB shall be held at such time and such place within Metropolitan
Houston as may be designated by the Directors or the persons calling the
meeting.
Right to Vote
4.06
At each
meeting of the CLUB every member who is at the proper time entered in the books
of the CLUB as a member in good standing of the CLUB shall be entitled to one
vote on each question arising at any Annual General Meeting or Special Meeting
of the members.
Quorum
4.07
A quorum for
the transaction of business at any meeting of members shall consist of not less
than 10 members or one fourth of the members, whichever is the lesser, present
in person or by proxy. The President, or in his absence the Vice-president, or
such other member of the Board as the President shall delegate shall take the
chair and shall preside at all members meetings of the CLUB. If the President
or his designates are not present, the members present shall choose one of
their members to be Chairmen of the meeting.
Voting Procedure
4.08
For the
election of Directors and for the conduct of business at the Annual General
Meeting or special meetings, voting shall be by secret ballot or a show of
hands at the discretion of the Executive Board. A simple majority shall decide
all motions, whether at the Annual General Meeting or a special meeting.
Votes to Govern
4.09
At all
meetings of the members every question shall, unless otherwise required by law
or the By-Laws of the CLUB, be decided by a majority of the votes duly cast on
the question. At all meetings of members every question shall be decided by as
show of hands, unless a poll thereon be required by the chairman or be demanded
by any member present in person. After a show of hands has been taken on any
question the Chairman may require or any member entitled to vote may demand a
poll thereon. Whenever a vote by a show of hands shall have been taken, unless
a poll be so required or demanded, as declaration by the chairman that a
resolution has been carried, or carried by a particular majority, or not
carried, an entry to that effect in the minutes of the proceedings shall be
sufficient evidence of the fact without proof of the number or proportion of
the votes recorded in favor of or against any resolution or other proceedings
in respect of the said question, and result of the votes so taken shall be the
decision of the CLUB at the Annual General Meeting or Special Meeting, as the
case may be, upon such resolution.
Polls
4.10
If a poll be
required by the Chairman of the meeting or be duly demanded by any member and
the demand not withdrawn, a poll upon the question shall be taken in such
manner as the Chairman of the meeting may direct. Upon a poll each member
entitled to vote at the meeting shall be entitled to one vote and the result of
the poll shall be the decision of the CLUB at the Annual General meeting or
Special Meeting, as the case may be, upon the question.
Casting Vote
4.11
In case of an
equality of votes at any meeting of members, either upon show of hands, secret
ballot, or upon a poll, the Chairman of the meeting shall be entitled to a
second or casting vote.
Voting by Proxy
4.12
Not
withstanding the foregoing, any member in good standing may appoint a person as
a delegate to represent him. Such delegate on presentation of written authority
signed by the member may be entitled to vote on all issues, which may come
before that particular meeting. This permission is known as voting by proxy.
The document of authorization so issued by a member will be valid for only one
meeting and such delegate may only vote a single proxy.
ARTICLE
V
Board
of Directors and Officers
5.01
The CLUB shall be managed by the Board
who shall have full power and authority to manage and control the affairs of
the CLUB. Up to a maximum of
7 directors and no less than 5 Directors shall constitute the
Board. The Directors shall be elected at the Annual General Meeting or Special
Meeting of the CLUB. In addition, pursuant to Section 5.07, a Director may be
appointed by the Board to hold office until the next Annual General Meeting or
Special Meeting. Each Director shall also be an Officer of the CLUB.
Officer
Positions
5.02
The board shall include the following
Officers: President, Vice-President,
Secretary, Treasurer, Sergeant-at-Arms, Social Director and Dance Director, or
such other Officers as the Board may determine. The Board may appoint such
other Officers or committee chairmen as they deem appropriate who shall hold
office until the next Annual General Meeting of the CLUB or until their
successors have been appointed.
Term
of Office of Directors/Officers
5.03
Directors shall be elected yearly to hold
office for a term of one year until the next Annual General Meeting of the CLUB
or until their successors have been elected or appointed. Such term of office shall be January 1st
till December 31st of the year following the election process. The President shall be an ex-officio member
of all standing committees. All elected and appointed Directors shall retire on
December 31st following the Annual General Meeting and shall be
eligible for re-election if otherwise qualified. The term of office of Officers
or committee chairmen shall expire on December 31st following each
Annual General Meeting but such person shall be eligible for re-appointment if
otherwise qualified.
Resignations
5.04
The resignation of a Director shall
become effective upon its acceptance by the Board or at the expiration of
notice in writing signed by the resigning Director and sent to the President of
the CLUB.
Absence,
Incapacity or Resignation of President
5.05
In the event of the absence, incapacity
or resignation of the President, the Vice-President shall be the acting
President until the next meeting of the Board, at which time the Board shall
elect a President from among the Directors. In the event of both these
Directors being absent, incapacitated, refusing to so act or having resigned,
the Board shall appoint the President from among the remaining Directors.
Vacancies
5.06
Vacancies on the Board, however caused,
may be filled by the Board from among qualified members of the CLUB so long as
there is a Quorum of Directors in office. Such vacancies may be filled by
appointments from the membership made by such directors in office. A person
appointed by such Directors then in office, to fill a vacancy in the board,
shall hold office for the balance of the unexpired term of the vacating
Director.
Removal
from Office
5.07
Any Director of the Board or any Officer
reporting to the Board may at any time be removed from office by a resolution
passed at a special meeting of the members called for that purpose. A vacancy
so caused may be filled at such meeting from members nominated at such meeting,
and the member so elected shall hold office, subject to the term of office of
the Director or Officer so removed.
Disqualification
5.08 At any special meeting,
the meeting may by resolution declare that any elected Director shall cease to
be a Director of the Board and his office vacated before the expiration of his
term:
(a) If he holds any other
office or place yielding profit from CLUB transactions, and/or,
(b) If he is concerned in or
participates in profits of any contract with the CLUB;
provided that no elected director shall vacate his office by
reason of his being a shareholder or member of any CLUB which has entered into
any contract with ordinary work for the CLUB of which he is a Director, but he
shall not vote in respect of any such contract or work.
5.09
No act or proceeding of any Director or
Officer shall be deemed invalid or ineffective by reason of the subsequent
ascertainment of any irregularity in regard to his appointment or qualification.
Nominating
Committee
5.10
The Board shall appoint a Nominating
Committee to receive nominations and put forward the names of prospective
Directors from the membership in advance of the Annual General Meeting. Members
of the Nominating Committee shall not be eligible themselves for such
positions.
5.11
All nominations for the Board shall be sent to
the Nominating Committee in writing, duly seconded by one other member and with
the consent of the nominee. The Secretary shall ensure that all such nominations
shall be included in the notice of the Annual General Meeting. In addition,
nominations may be received at the Annual General Meeting by the nominating
committee, duly seconded by one other member and with the consent of the
nominee, in writing up until the hour fixed for the Annual General Meeting or
Special Meeting called for such purpose. A member duly nominated as
Director/Officer and subsequently defeated may be nominated for one other
office at the Annual General Meeting or Special Meeting.
6.01
Reasonable
notice of a meeting of the board shall be given to each Director personally,
and in default of personal notice shall be given by telephone, at least three
days in advance, or in writing dated at least seven days in advance addressed
to each Director at the address of record, provided however, that if a certain
day or date in each month is affixed by the Directors for holding regular
meetings no notice of any Directors meeting need be given to any Director.
Quorum for Meeting
6.02
A simple
majority of the board shall constitute a quorum for the transaction of business
at any meeting of the Directors. But this simple majority must include any four
of the seven following Directors - President, Vice-President, Secretary,
Treasurer, Sergeant-at-Arms, Social Director and Dance Director. Notwithstanding vacancies in the Board, the
remaining directors may exercise all the powers of the Board so long as a
Quorum of the board remains in office.
6.03
The
order of business at meetings of the Board shall be determined by the
President, but to follow standard accepted practice. The order of business may
be altered at any meeting by a majority of the Directors present.
6.04
Questions
arising at any meeting of the Board and its committees shall be decided by a
majority of votes of those present. Each Director shall be entitled to cast one
vote. In any case of an equality of votes, the chairman of the meeting, in
addition to his original vote, shall have a second deciding vote.
Committees
6.05 Special committees shall be appointed by the President. Any members thereof may be removed by the President whenever such interests of the Club shall be served by such removal.
ARTICLE VII
7.01
The
elected Directors/Officers of the CLUB shall consist of the President,
Vice-President, Secretary, Treasurer and Sergeant-at-Arms, or such other directorships as the Board may
determine.
7.02 The President shall be the chief executive officer of the CLUB and shall:
a) Preside at all meetings,
b) Be responsible for the supervision of all activities of the CLUB,
c) Have the authority to appoint any committee deemed appropriate.
d) Be responsible to oversee that all officers and committee persons perform their functions, duties and tasks,
e) During his/her term of office, be a member of the Regional, State and Whip, Inc., Boards, and
f) Insure TWO (2) members are appointed by the Board to attend and represent the CLUB at the Whip, Inc., State and Regional Board Meetings. In addition, insure ONE (1) member is appointed by the Board as an Alternate Representative in the case that any CLUB Representative is unable to attend and represent the CLUB at the Whip, Inc., State and Regional Board Meetings.
Vice-President
7.03 The Vice-President shall:
a) Preside at all meetings in the absence of the President,
b) Assist the President in any duties or functions of the CLUB,
c) Have the authority to make final decisions concerning CLUB matters when the President is unavailable and immediate decisions are required,
d) If necessary, advise the Sergeant-At-Arms to assure that the duties assigned by the President are being carried out, and
e) Collect and keep a record of names and amounts collected from members and/or non-members for participation in any workshops or special functions.
Secretary
7.04 The Secretary shall:
a) Be responsible for the keeping and maintaining of a fully typed copy of all Minutes, Policies, By-Laws and other records and correspondence pertaining to CLUB business,
b) Have at all times any items pertaining to CLUB operations (applications, By-Laws, membership lists, etc),
c) Be responsible for maintaining an up-to-date record of all members mailing addresses, as well as membership phone numbers,
d) Provide information to any member as to the amount due for their renewal, and
e) Keep attendance rosters of each business meeting.
7.05 The Treasurer shall:
a) Be in charge of and responsible for the handling of all finances, reports and correspondence related thereto,
b) Follow the approved accounting and record keeping system for all financial matters of the CLUB,
c) Submit an itemized report at each regular meeting of the CLUB reporting all monies received and expended. Also, a copy of bank statements and deposit slips are to be available,
d) Along with the President, and Vice-President be on the club’s bank signature card and be able to write checks if necessary. No checks are to be written in excess of $75.00 without another board member’s approval, and
e) Reconcile all bank statements.
Sergeant-at-Arms
7.06 The Sergeant-At-Arms shall:
a) Be responsible for helping the presiding officer keep all meetings orderly and assisting the officers by policing all CLUB functions,
b) Work in conjunction with the Dance Director and Social Director in events designated by the Board as special events, and
c) Be responsible for maintaining an inventory list of all CLUB equipment, including music and to arrange transportation of such equipment to any CLUB function where needed. A duplicate list is to be maintained by the Secretary.
7.07 The Social Director shall:
a) Administer all events designated by the Board
as special events and
b) Be responsible for promotional flyers, web page, advertising and promotion of the CLUB.
c) Have the responsibility that trophies are available when needed.
Dance Director – Board
Appointed Position
7.08 The Dance Director shall:
a) Conduct and participate in dance instructions in a class level as designated by the Board,
b) Work in conjunction with other CLUB instructors and the Board in the design and maintenance of the CLUB Syllabus,
c) Be responsible for recruiting dancers to participate in all contests, internal or external,
d) Work in conjunction with the Sergeant-At-Arms and Social Director in events designated by the Board as special events, and
e) Insure that Instructors are available for all classes.
Member at Large – Board
Appointed Position
7.09 The Member at Large shall:
a) Attend Board meetings with full voice and voting rights,
b) In the event that all voted Board positions not be present at Annual General meeting, Member at Large shall Chair said meeting.
Signing
Officers
7.10 Contracts, documents or any other instruments
in writing requiring the signatures of the CLUB shall be signed by any two
signing officers consisting of the President, Vice-President, Secretary or
Treasurer and all contracts, documents and instruments in writing so signed
shall be binding upon the CLUB without further authorization or formality. The
Board shall have the power by resolution to appoint any Officer on behalf of
the CLUB to sign specific contracts, documents and/or instruments in writing.
Such contracts, documents or instruments shall have the prior approval of the
Board.
7.11 Summaries of all decisions taken at board
meetings shall be prepared for publication in the web page of the CLUB.
7.12 No elected Director shall be an employee of
the CLUB.
Variation
of Duties
7.13 From time to time the board may vary or limit
the powers or duties of any Director or Officer.
Remuneration
8.01
Elected
Directors shall not be remunerated for their work, and no elected Director
shall directly or indirectly receive any profit from his position, provided
that he shall be entitled to a reimbursement for any reasonable expenses
incurred in the performance of his duties and approved by the board.
8.02
The
Board or an Officer of the CLUB designated by the Board may fix any
remuneration for persons employed by the CLUB, but not elected Directors, to
carry out such duties as directed and approved by the Board or such Officer
designated by the Board.
Non-Liability and Indemnity
Protection of Directors, Officers and
Chairmen
9.01
No
Director, Officer or Chairman of any standing committee of the CLUB shall be
liable for the acts, receipts, neglects or defaults of any other Director,
Officer or other member of any committee or sub-committee or employee, or for
joining in any receipts or their acts for conformity, or for any loss, damage
or expense happening to the CLUB through the insufficiency or deficiency of any
security in or upon which any of the monies from the bankruptcy, insolvency or
tortuous act of any person with whom any of the monies, securities or effects
of the CLUB shall be deposited, or for any loss occasioned by any error of
judgment or oversight on his part, or for any other loss, damage or misfortune
whatever which shall happen in the execution of the duties of his office or in
relation thereto unless the same are occasioned by his own willful neglect or
default.
Indemnity of
Directors, Officers and Chairmen
9.02
Every
Director, Officer or Chairman of any standing committee of the CLUB and his
heirs, executors and administrators and estate and effects, respectively, shall
from time to time and at all times be indemnified and saved harmless out of the
funds of the CLUB from and against:
a)
All costs, charges and expenses whatsoever
that such director or Officer sustains or in or about any action, suit or
proceeding that is brought, commenced or prosecuted against him for or in
respect of any act, deed, matter or thing whatsoever made, done or permitted by
him in or about the execution of the duties of his office; and,
b)
All
other costs, charges and expenses that he sustains or incurs in or in relation
to the affairs of the CLUB;
except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Non-Liability of CLUB
for Personal Property
9.03
It is a
condition of the use of the CLUB’S services or privileges that a member's
personal property, while in the custody have or in the control of the CLUB, is
at all times at the member's risk. The CLUB and its servants don not incur any
liability at law for the loss or damage to such personal property from any
cause whatsoever.
ARTICLE X
Finances
10.01
The
fiscal year of the CLUB shall begin on January 1st.
Publication
of Annual Statement
10.02 The annual financial statement, after presentation to the members at the Annual General Meeting, shall be published on the web site of the CLUB.
Availability of Annual Statement
10.03 Annual financial statements as approved by the Board shall be available for inspection by any member of the CLUB at a time and place mutually agreeable to the member and the Treasurer.
Dissolution or Liquidation
10.04 In the event of the dissolution or liquidation of the CLUB, any assets remaining after all debts and obligations have been honored, shall be distributed to one or more recognized charitable organizations chosen by the Board.
Grants, Donations, Gifts
10.05 The Board may accept grants, donations and gifts in the name of the CLUB and its members. Proper acknowledgement and recording of these grants, donations and gifts shall be the responsibility of the Treasurer. Grants, donations and gifts shall not be divided amongst the members of the CLUB.
ARTICLE XI
Miscellaneous
Promulgation of By-Laws
11.01 By-Laws for the orderly government of the
CLUB may be promulgated by the Board, subject to ratification by the membership
at next Annual General Meeting or Special Meeting.
Repeal
11.02 All former By-Laws of the CLUB are repealed
from and after the coming into force of the By-Law No. 1 without prejudice to
any action heretofore taken hereunder.
Coming Into Force
11.03 This By-Law shall come into force on the day
on which it is confirmed by the members of the CLUB.
Robert’s Rules Inclusions
11.04 These
By-Laws are presented as a guideline for governing the activities of the
CLUB. Roberts Rules of Order apply
unless provided otherwise in these By-Laws.
November 2, 2005