Swing Dance Club Name, Inc.

Bylaws

Table of Contents

ARTICLE 1: NAME OF CLUB

ARTICLE 2: OBJECTIVE OF CLUB

ARTICLE 3: MEMBERSHIP

ARTICLE 4: MEMBERSHIP MEETINGS

ARTICLE 5: BOARD OF DIRECTORS - STRUCTURE & OPERATION

ARTICLE 6: BOARD OF DIRECTORS -POWERS & DUTIES

ARTICLE 7: CORPORATE SEAL

ARTICLE 8: FISCAL, FINANCIAL & LEGAL

ARTICLE 9: AMENDMENT OF BYLAWS

ARTICLE 10: MISCELLANEOUS



Bylaw Articles

ARTICLE 1: NAME OF CLUB

The name of the club shall be "Enter Your Swing Dance Club name here." (hereinafter also referred to as the "Club").

ARTICLE 2: OBJECTIVE OF CLUB

2.1 Social Functions: To provide a location and congenial atmosphere in which Club members attending Club social functions can enjoy West Coast Swing Dancing (hereinafter also referred to as "Swing Dancing").

2.2 Propagate Swing Dancing: To propagate Swing Dancing down through the younger generations into perpetuity.  Other dances to be included in this goal are Flying Lindy, Balboa, Shag, Lindy Hop and other advanced forms of Swing Dancing.

2.3 Music: To select and provide majority of "current music" that is appropriate for Swing Dancing. The definition of "current music" shall be music that has been recorded within the previous fifteen (15) years of the current date. This will ensure that the goals of the Club do not stagnate in any given musical era.

2.4 Education: To provide dance lessons for Club members. The dance lessons must be primarily Swing Dance, but a small amount of other types of dancing can also be included if approved by the Board of Directors. And, to provide seminars and workshops which meet the objective of the club.

2.5 Club Business Operations: To provide a Club business operating format wherein a Board of Directors (hereinafter also referred to as the "Board") generally supervises and runs the operation of the Club, but the Club General Membership retains the right to control the Club directly and override decisions made by the Board if and when necessary.

ARTICLE 3: MEMBERSHIP

3.1 General Members: All of the following membership classes are General Members of the Club and shall be issued membership cards.

3.1.1 Charter Member: Is a member who joined the Club as a Charter Member prior to April 1, 1994 and who renews on an annual basis.

3.1.2 Annual Member: Is a member who joined the Club on or after April 1, 1994 and is not classified as a Life Member or an Associate Member.

3.1.3 Life Member: Is a person who has performed exemplary service or made a uniquely exceptional contribution for the benefit of the club. The granting of Life Membership must be approved by a two-thirds (2/3) vote of a Quorum of the Board, or by a majority vote of the membership present and voting at any Regular or Special Meeting of the Membership. These members have the rights of Annual Members, but no longer have to pay membership dues.

3.2 Associate Members: The following members shall not have the right to attend Club General or Special Meetings, vote on Club business or be a member of the Board of Directors. One or more of the following classes of membership may be issued membership cards if approved by a majority vote of a Quorum of the Board.

3.2.1 Event Member: Is a person who pays the Event Member fee and becomes a member for one event.

3.2.2 Honorary Member: An Honorary Membership may be given to a deserving person(s), with the term of the membership, fees, and conditions of the membership to be established by a majority vote of a Quorum of the Board.

3.2.3 Junior Member: Is less than age of majority who may be permitted conditional entry to club functions, only when accompanied by a parent or guardian who is at least age of majority. The term of the membership, fees, and conditions of the membership to be established by a majority vote of a Quorum of the Board.

3.3 Eligibility: The following are the eligibility requirements to become a member of the Club.

3.3.1 Age: The member applicant must have reached the age of majority in the State of Arizona (currently age twenty-one (21)), or under special conditions, specified elsewhere herein, Junior Members can be less than the age of majority.

3.3.2 Approval by Board of Directors: Those who wish to become a General Member of the Club shall pay dues as Charter or Annual Members but shall not become members until approved by a majority vote of the Board at any regular or special meeting of the Board. New member applicants shall be notified as to acceptance or rejection within sixty days of application and payment of dues. New member applicants shall be refunded all dues paid for their membership if that membership is not accepted by the Board.

3.3.3 Members In Good Standing: Are Charter Members or Annual Members whose dues are paid, and Life Members. Any member whose dues are not paid shall be dropped from the membership of the Club. Upon written appeal to the Board by a Charter Member who was dropped from the membership for nonpayment of dues, the Board may, by a majority vote of a Quorum of the Board, reinstate the Charter Membership, if dues are paid up in full and the appeal is filed with the Board within sixty (60) days after the end of the Fiscal Year.

3.4 Fees & Dues: With the exception of Charter Member dues, other membership dues and admission fees to Club functions shall be determined by a majority vote of a Quorum of the Board.

3.4.1 Charter Members: The membership fee for Charter Members shall be thirteen dollars ($13.00), are to be paid annually, and shall never be increased. The first Charter Member dues payment shall provide membership in the Club through December 31, 1994.

3.4.2 Annual Members: Dues are currently eighteen dollars ($18.00) and are to be paid annually. Annual Member dues may be changed by a majority vote of a Quorum of the Board. Dues for new Annual Members who join in mid-year may be prorated for the remaining portion of the calendar year if approved by a majority vote a Quorum of the Board.

3.4.3 Event Members: Dues shall apply only to the Club event to be attended by the Event Member and shall apply only to that event. Event Member dues shall be determined by a majority vote of a Quorum of the Board. Event Members shall have no other rights or privileges of membership and must obey the Membership Limitations as specified elsewhere herein.

3.4.4 Out Of Town Clubs & Associations: The Club shall have the right to allow members of out of town dance clubs and out of town dance teachers associations, approved by the Board, to enter this Club's social functions at a reduced rate to be determined by a majority vote of a Quorum of the Board. This does not apply to Northern Arizona residents who, to attend Club functions, must become a member of the Club as specified elsewhere herein.

3.5 Rights: Not withstanding other rights that may be imposed by the Board or by the Club, the following rights apply to all members of the Club.

3.5.1 Club Information: One copy of the Articles of Incorporation, Bylaws, and any special rules the Club may adopt shall be provided by the Secretary to any member free upon request. One copy of the annual financial report of the Club shall also be available to any member free upon request. Additional copies may be obtained by any member upon request for a prepaid fee not to exceed to cost of reproduction of the requested documents. Requested documents shall be given to the requesting member within thirty (30) days of the request.

3.5.2 General Members: Shall have the right to attend all Club events and meetings, and have the right to vote in Club elections, attend meetings of the Board, or run as a candidate for office on the Board, be appointed to positions on the Board of Directors.

3.5.3 Associate Members: Shall have the right to attend specific Club events. The conditions and fees for attendance at said specific Club events shall have been approved by a majority vote of a Quorum of the Board.

3.6 Responsibilities: Not withstanding other responsibilities that may be imposed by the Board or by the Club, the following responsibilities apply to all members of the Club.

3.6.1 Rules & Regulations: The Club Rules & Regulations shall consist of the Articles of Incorporation, Bylaws, and any other Rules and Regulations the Club may adopt by majority vote of a Quorum of the Board.

3.6.2 Dues: Members are responsible for paying their dues as described elsewhere herein.

3.6.3 Change of Address: Members must immediately notify the Club Secretary of any change of address, and failure to do so shall be deemed to have waived the right to notice provided in these Bylaws and other Club Rules and Regulations.

3.6.4 Member Liability: Members of the Club shall not be personally liable for the debts, liabilities or obligations of the Club. However, any member(s) breaking or damaging any property of the Club shall pay the full replacement cost thereof and/or such other penalty as be determined by a majority vote of a Quorum of the Board.

3.7 Limitations: Not withstanding other limitations and penalties that may be imposed elsewhere in the Articles of Incorporation, these Bylaws, and in the Club Rules & Regulations, the following limitations shall apply to all members of the Club.

3.7.1 Misrepresentation & Misuse of Club: No member of the Club shall in any way use the Club or the Club's name for their own personal gain or enterprise.

3.7.2 Solicitation: No solicitation of any kind is allowed at Club functions unless approved by a majority vote of a Quorum of the Board.

3.7.3 Dissemination of Information: No dissemination of information of any kind is allowed at Club functions unless approved by a majority vote of a Quorum of the Board.

3.7.4 Personal Conduct: Anti-social behavior such as drunkenness, foul language, discourtesy, improper advances or other anti-social behavior shall not be tolerated at Club events. The Board is authorized to have the offending person(s) removed from Club events. The Board is also authorized to take other disciplinary actions as shall be approved by a majority vote of a Quorum of the Board.

3.7.5 Dress Code: The Board, by majority vote of a Quorum of the Board, may adopt a Dress Code to be adhered to by the membership of the Club.

3.7.6 Membership Restriction: Membership in the Club shall be non-transferable and non-assignable.

3.8 Disciplinary Procedures: The Board shall have the authority by a majority vote of a Quorum of the Board to adopt disciplinary procedures for violations of the Club Rules & Regulations.

3.8.1 Violation of Rules & Regulations: It shall be the duty of every member of the Board witnessing a breach of the Articles of Incorporation, Bylaws, or Club Rules & Regulations to report the same to the President and to the Board at the next meeting of the Board.

ARTICLE 4: MEMBERSHIP MEETINGS

4.1 Social Meetings

4.1.1 Weekly Dance: Shall be held on a weekly basis. The time and location shall be determined by majority vote of a Quorum of the Board unless uncontrollable circumstances arise which would prevent this type event from occurring.

4.1.2 Special Events: Special events, their purpose, time and location, shall be determined by a majority vote of a Quorum of the Board.

4.2 General Club Meetings: General meetings of the Club shall be held on the Monday after the first Sunday in October of each year. The time and place of the meeting shall be determined by the Board.Only General Members may attend.

4.2.1 Notice of Meeting: Written notice of meetings shall be mailed to the members from thirty to sixty (30-60) days prior to the a meeting.

4.2.2 Chairperson: Shall be the President.

4.2.3 Quorum: Shall be a Quorum of the Membership as defined elsewhere in these Bylaws.

4.2.4 Order of Business: These meetings shall be for the purpose of providing the Club membership with reports from the President, Treasurer's report, Secretary's report, and other such reports as may be necessary from the Board and to conduct Club business as directed by the Board and the membership.

4.2.5 Voting: Shall be done by secret ballot at the meeting, and unless specified otherwise herein, resolutions shall be accepted upon a majority vote of a Quorum of Members present and voting.

4.3 Club - Special Meetings - Called By The President or Board: Special meetings of the Club can be called by the President Board. The purpose of the meeting must be stated in the call.

4.3.1 Notice: Notice must be mailed to the Club members at least fourteen (14) days prior to the meeting unless an emergency exists where the time may reduced to meet the emergency.

4.4 Club - Special Meetings - Called By The Membership:

4.4.1 Petition To The Board: Upon receipt by the Board of a petition to call a special meeting of the Club, signed by ten-percent of the total General Members of the Club, the Board shall call a special meeting of the Club. The Petition To The Board must also contain an Order of Business to be conducted at the meeting.

4.4.2 Notice of Meeting: The Board shall notify all members in writing within thirty to forty-five (30 to 45) days of receipt of said petition as to the purpose, time, and location of the meeting. The purpose of the call and the time and place of the meeting shall be as specified in the members petition requesting the call.

4.4.3 Chairperson: Shall be the President unless another General Member in good standing is chosen by a majority vote of a Quorum of the Membership.

4.4.4 Quorum: Shall be a Quorum of the Membership as defined elsewhere in these Bylaws.

4.4.5 Order of Business: Shall be as specified in the Petition To The Board.

4.4.6 Voting: Shall be by majority vote of those members present and voting.

4.5 Quorum of the Membership: Unless specified elsewhere herein, a Quorum of the Membership shall consist of twenty percent (20%) of the total General Members of the Club. The number of members required for a Quorum may be changed by a two-thirds vote of a Quorum of the Membership at any general or special meeting of the Club, but shall not be reduced to less than fifteen percent (15%) of the total General Members of the Club.

4.6 Proxies: General Members who are unable to attend any meeting may be represented and vote at such meeting by a proxy appointed by an instrument in writing signed by the General Member. Said instrument must be presented at the meeting, or to the Board at least thirty(30) days prior to the meeting. A proxy must be a General Member of the Club which shall result in the member being able to cast two votes at such meeting, one for themselves and one as the proxy. The secret ballot provisions specified elsewhere herein shall not apply to voting by proxy. The proxy ballot shall contain the name of the General Member and Proxy specified in said instrument, and the General Member may be contacted for verification of authenticity of said instrument.

ARTICLE 5: BOARD OF DIRECTORS - STRUCTURE & OPERATION

5.1 Board: The Board shall consist of four (4) Elected Officers (Also hereinafter referred to as the Executive Board) , a maximum of twelve (12) Appointed Directors, and appointed Board Members At Large whose number shall be determined by a majority vote of a Quorum of the Board.

5.1.1 Elected Officers: The Officers shall be the President, Vice President, Treasurer and Secretary and shall be elected by the membership. Officers may also perform other duties on the Board in lieu of selecting Appointed Directors to perform said duties. Each Officer shall only have one vote to cast when conducting Club business.

5.1.2 Appointed Board: Are members of the Club in good standing who are appointed to perform specific duties for the Club have rights to vote at meetings of the Board.

5.1.3 Board Members At Large: Are members of the Club in good standing who are appointed to perform specific duties for the Club, but are not required to attend meetings of the Board and have no rights to vote at meetings of the Board.

5.1.4 Chairperson: Shall be the President. In the absence of the President, the Chairperson shall be one of the people from the following list, if present, in the order shown: Vice President, Treasurer, Secretary.

5.2 Eligibility

5.2.1 Qualifications: Elected Officers shall have been a member of the Club in good standing for a period of more than one-hundred eighty (180) days prior to the election. Appointed Board members shall have been a member of the Club in good standing for a period of more than sixty (60) days prior to their appointment. In emergency situations where there are no members of the Club in good standing who wish to become a member of the Board, then the Board or membership of the Club shall have the right to approve and qualify any member or non-member at a meeting called for such purposes.

5.2.2 Attendance: Board Members are expected to attend all regular and special meetings of the Board and all general and special meetings of the Club. This does not mean that Board Members must attend all Club social function unless required by the Board to perform specific duties at said functions.

5.2.3 Cooperation: It is expected that Board members will conduct themselves in meetings in a friendly, business like manner, not personalize anything, and follow the business agenda established by the Chairperson, the Board, or the Club.

5.2.4 Performance of Duties: It is expected that Board members will attend meetings, perform duties as specified in these Bylaws, and perform duties assigned by the President or Board.

5.2.5 Means of Contact: Board members are required to have a telephone and an answering machine or answering service. Board members are required to respond to a telephone call within twelve (12) hours during the week days. Board members are also required to respond to written contact received by mail within twelve (12) hours during the weekdays.

5.3 Elections & Appointments:

5.3.1 Officer Elections: Officers shall be elected by a majority of votes cast by the membership. Election ballots received by the Club by mail must be postmarked no later than 12:00 midnight of November 1st of the election year.

5.3.2 Appointed Board - Appointments: Shall be appointed by the President and shall be confirmed by a majority vote of a Quorum of the Board.

5.3.3 Board Members At Large: Shall be appointed by the President to perform a specific task for a period determined by the President.

5.3.4 Tenure: The term of office for Officers shall be for two years or until their successor is elected. The term of office for Appointed Directors is for one year. The term of office for Board Members At Large shall be as specified by the Board in the Appointment. The Board, by a two-thirds vote of the full Board, may set term limits for the elected members of the Board. The membership by a two-thirds vote of the members who voted may set term limits, or override a Board decision and change or reject term limits set by the Board, for any or all elected members of the Board. Any officer who has served more than one-half of a term in an office shall be considered to have served a full term in that office.

5.3.5 Unfulfilled Terms: If an Elected Officer fails to complete their term in office then the Board of Directors shall, by two-thirds vote of the full Board, appoint a replacement to fill the unexpired term. Candidates for the unexpired term shall first be chosen from the remaining Elected Officers. If no elected officers wish to fill the position, then candidates for the unexpired term may be chosen from the General Membership.

5.3.6 Nominations Committee: Shall be responsible for finding and presenting to the Board at least two (2) candidate applicants for every elected position on the Board.

5.3.7 Elections Committee: Shall be responsible for completing all tasks as prescribed in these Bylaws which lead to a successful Election for Officers of the Club.

5.4 Board - Regular Meetings: Regular meetings of the Board shall be held at periods not exceeding ninety (90) days. The time and place of the meeting shall be determined by the Board.

5.4.1 Attendees: Shall be members of the Board and any General Members wishing to attend.

5.4.2 Notice: Shall be given to all General Members by mail at least thirty (30) days prior to the meeting.

5.4.3 Chairperson: Shall be the President. In the absence of the President, the Chairperson shall be one of the people from the following list, if present, in the order shown: Vice President, Treasurer, Secretary.

5.4.4 Quorum of the Board: Shall be two-thirds (2/3) of the full Board serving, not including Board Members At Large.

5.4.5 Order of Business: Shall be the agenda as supplied by the Chairperson.

5.4.6 Voting: Unless otherwise specified herein, resolutions shall be accepted by a majority vote of a Quorum of the Board.

5.5 Board - Special Meetings - Called By The President or Board:

5.5.1 Attendees: Shall be members of the Board and any General Members wishing to attend.

5.5.2 Notice: With the exception of emergencies at least three (3) days notice shall be given to all Board members. The purpose of the meeting shall also be stated in the notice.

5.5.3 Chairperson: Shall be the President. In the absence of the President, the Chairperson shall be one of the people from the following list, if present, in the order shown: Vice President, Treasurer, Secretary.

5.5.4 Quorum of the Board: Shall be two-thirds (2/3) of the full Board serving.

5.5.5 Order of Business: Shall be the agenda as supplied by the Chairperson.

5.5.6 Voting: Unless otherwise specified herein, resolutions shall be accepted by a majority vote of a Quorum of the Board.

5.6 Board - Special Meetings - Called By The General Membership:

5.6.1 Attendees: Shall be members of the Board and any General Members wishing to attend.

5.6.2 Notice to Board: Shall be a petition from the General Membership to call a special meeting of the Board, signed by ten-percent (10%) of the total General Membership of the Club. This notice shall include specific reasons for calling the meeting, and the name of a Petition Respondent who shall be notified when the meeting is called.

5.6.3 Board Action: The Board shall plan a meeting agenda to fulfill the specific reasons given by the Membership.

5.6.4 Notice to Members: The Board shall notify the Petition Respondent and all Board members in writing or by telephone of the membership petition as to the purpose, time, and location of the meeting. The purpose of the call and the time and place of the meeting shall be as specified in the members petition requesting the call. It shall be the responsibility of the Petition Respondent to notify those members who signed the petition of time and location of the meeting.

5.6.5 Chairperson: Shall be the President. In the absence of the President, the Chairperson shall be one of the people from the following list, if present, in the order shown: Vice President, Treasurer, Secretary.

5.6.6 Quorum of the Board: Shall be two-thirds (2/3) of the full Board serving.

5.6.7 Order of Business: Shall be the agenda as supplied by the Chairperson.

5.6.8 Voting: Unless otherwise specified herein, resolutions shall be accepted by a majority vote of a Quorum of the Board.

5.7 Board - Meetings By Other Methods: The Board shall have the right to conduct Board business by telephone or by other communications methods.

5.7.1 Attendees: Shall be members of the Board.

5.7.2 Methods: May be by any acceptable method of communications such as telephone, fax, etc.

5.7.3 Notice: Shall be as given by the President or Secretary to all Board members..

5.7.4 Conducting the Business: Business can be conducted by the Board members contacting each other individually until a Quorum of the Board has been contacted.

5.7.5 Quorum Verification and Voting Tabulation: The Secretary shall take a poll of the members of the Board to verify and tabulate voting. The results of the voting verification and tabulation shall be included in the minutes of the Board meeting.

5.7.6 Action by Written Resolution: The Board shall, except as otherwise specified herein, have the power to act in the following manner: A resolution in writing, signed by all members of the Board shall be deemed to be action by such Board to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting; and it shall be the duty of the Secretary of the Club to record such resolution in the minutes of the Club under its proper date.

5.8 Quorum of the Board: Two-thirds (2/3) of all members of the Board serving shall constitute a Quorum of the Board. The number of Board members required for a Quorum may be changed by a two-thirds vote of a Quorum of the Membership at any general or special meeting of the Club but shall not be reduced to less than fifty percent (50%) of the total Board.

5.9 Compensation: Shall be limited such that there are no violations of the provisions set forth in Article V (Maintenance of Exempt Status) of the Articles of Incorporation.

5.9.1 Waiver of Fees: All members of the Board, with the exception of Board Members At Large, shall be exempt from paying at Club functions due to services rendered to the Club. Board Members At Large may be exempt from paying at specific Club functions upon approval by a majority vote of a Quorum of the Board.

5.10 Election Procedures: The Board shall take all steps necessary to ensure that the Elections for Officers of the Club shall be conducted in the following manner:

5.10.1 Appoint Elections Committee (-16 weeks): At least sixteen (16) weeks prior to the Election, the President shall appoint an Election Committee to perform duties defined elsewhere in these Bylaws.

5.10.2 Prepare Notification of Election: The Election Committee shall prepare a notification of Election which shall include names of persons on the Election Committee, a call for candidates, specify candidate requirements as set forth in these Bylaws, and shall include a schedule of Election Procedures.

5.10.3 Mail Notification of Election to Members (-14 weeks): The Board shall cause the Notification of Election to be mailed to all General Members on or before midnight this day.

5.10.4 Appoint Nominations Committee (-14 weeks): At least fourteen (14) weeks prior to the Election, the President shall appoint a Nominations Committee to perform duties defined elsewhere in these Bylaws.

5.10.5 New Candidate Petitions (-10 weeks): At least ten (10) weeks prior to the Election, new candidate applicants must submit to the Board a petition containing signatures of at least ten (10) General Members in good standing with said petition stating the candidates wishes to run as a candidate for a specific Office on the Board. Eligible incumbent candidates are automatically included on the Election ballot unless a request is receive by the Board, in writing, specifically requesting that the respective incumbent not be included on the Ballot.

5.10.6 Verification of Eligibility: The Elections Committee shall verify eligibility of new candidate applicants and of incumbents.

5.10.7 Notification of Eligibility (-8 weeks): At least eight (8) weeks prior to the Election, the Election Committee shall notify all candidates as to their eligibility acceptance or rejection in writing. This notification shall also include a request for all eligible candidates to send their campaign literature to the Board . This notification shall be mailed to members on or before midnight this day.

5.10.8 Appeal of Ineligibility: In the event a candidate applicant is rejected, the applicant may appeal the decision of the Election Committee to the Board. The Board may override the Election Committee and approve the eligibility of a candidate applicant at any time up to the day of the election by a two-thirds (2/3) vote of a Quorum of the Board.

5.10.9 Campaign Literature to Board (-6 weeks): At least six (6) weeks prior to the Election, all campaign literature from the eligible candidates must be received by the Board on or before midnight this day.

5.10.10 Campaign Literature to Membership (-4 weeks): At least four (4) weeks prior to the Election, the Board shall take the campaign literature received from candidates and mail to all General Members.

5.10.11 Election Ballots Preparation: The Board shall prepare the Election ballots.

5.10.12 Election Ballots Mailed to Membership (-2 weeks): At least two (2) weeks prior to the Election, the Board shall mail the Election Ballots to all General Members.

5.10.13 Voting Tabulation (+ 1-2 weeks): Within the period of one (1) to two (2) weeks after the Election, the Election committee shall count the ballots in a setting open to any General Member who wishes to attend. The ballots shall be counted at least twice, by different people, until there is a vote count agreement by at least two different counts. The Election Committee shall immediately notify the President, by telephone, of the Election results and shall submit the results of their work in writing to the Board.

5.10.14 Notification to Candidates of Election Results (immediate): The President or Secretary shall notify the candidates of the Election results, by telephone, immediately after being notified of the results of the Voting Tabulation.

5.10.15 Installation of Elected Officers (+ 3 weeks): Three weeks from the date of the Election the newly Elected Officers shall be installed as Officers of the Club and take over the duties of Office.

5.10.16 Notification to Membership of Election Results (+ 3-6 weeks): Within the period of three (3) to six (6) weeks after the Election, the Board shall notify the General Membership by mail of the Election results.

ARTICLE 6: BOARD OF DIRECTORS - POWERS AND DUTIES

6.1 Supervision of Club: The Board shall perform the duties prescribed by the Articles of Incorporation, Bylaws, Parliamentary Authority, and Rules & Regulations adopted by the Club. Shall have the authority to establish rules of conduct for members of the Club and for the use of Club property. Shall have the authority to execute contracts and handle all financial arrangements pertaining to Club business. Shall supervise the affairs of the Club between it's general and special business meetings, fix the hour and location of meetings, make recommendations to the Club, and shall perform other such duties as specified in these Bylaws. However, the Board shall be subject to the orders of the membership of the Club and none of it's acts shall conflict with action taken by the membership of the Club in any general or special meeting of the Club.

6.2 Elected Officers (Elected Board): The following subparagraphs define the powers and duties of the Elected Officers of the Club.

6.2.1 President: Shall preside as the Chairman at all meetings of the Board and of the Club. The President shall appoint and be an ex-officio member of all committees. Shall call such meetings as the Bylaws provide to be called by him. Shall ensure enforcement of the provisions set forth in the Articles of Incorporation, Bylaws, and any Rules & Regulations that may be adopted by the Club. Shall supervise the affairs of the Club. Shall keep the Board informed as to all information pertaining to the welfare of the Club. Shall see that all work required of members of the Board is reasonably distributed among the members so as not to place an unfair burden on any person(s). Shall sign jointly with the Secretary all contracts, bonds, and other written instruments which shall have first been approved by the Board and/or by the Club. Shall acquire a working knowledge of parliamentary procedure, as defined in the Club's Parliamentary Authority, and a thorough understanding of the Articles of Incorporation, Bylaws, Rules & Regulations, and Club Operating Procedures.

6.2.2 Vice President:  Shall assume all duties of the President in the President's absence or inability to perform required duties. Shall assist the President in the performance of Presidential duties as necessary. Shall acquire a working knowledge of parliamentary procedure, as defined in the Club's Parliamentary Authority, and a thorough understanding of the Articles of Incorporation, Bylaws, Rules & Regulations, and Club Operating Procedures.

6.2.3 Treasurer: The Treasurer be the Chairperson of the Finance Committee. Shall provide a report of the financial status of the Club at each General Meeting of the Club and if directed by the President, at each Special Meeting of the Board or of the Club. Shall receive all monies and deposit funds to the Club's bank account within two (2) banking days of receipt of the funds. Shall pay all bills of the Club within five days of approval of the Board to pay bills. Provide all starting cash required by the Cashier at all Club functions. Provide the Bookkeeper with all documents necessary for the bookkeeping process.

6.2.4 Secretary: Shall bring copy of minutes of previous meetings, Bylaws, Parliamentary Authority, and any other required documents to all meetings. Shall record minutes of meetings of the Board and of the Club and shall provide a copy of the minutes to the President within five days, or sooner if requested by the President. Shall read minutes of previous meetings. Shall read all correspondence received. Shall notify Board members and committees of their appointments and business. Shall be custodian of the Articles of Incorporation, Bylaws, Minutes, and Rules & Regulations of the Club. Shall call a meeting to order, in the absence of the President and Vice President and shall preside until the election of a Chairman pro tem, which should take place immediately. Shall provide notification of meetings of the Board and of the Club.

6.3 Directors Appointed - Proposed and Required Categories: The following subparagraphs define the powers and duties of the Appointed Directors. With the exception of Board Members At Large all other Appointed Directors shall have one vote on all business conducted by the Board except as may be specified otherwise in these Bylaws. Unless otherwise specified in these Bylaws, the Board, by a majority vote of a Quorum of the Board, shall define the job descriptions for each of the job categories. The following is a listing of proposed and required (indicated by an asterisk (*)) job categories to be filled by appointment. Board members may, if appointed to do so, fill more than one job category.

6.3.1 Activities

Dance Director *

Hospitality Director *

Music Director *

Special Event Director(s)

6.3.2 Communications

Mailing Director

Membership Director *

Newsletter Editor

Public Relations Director (Publicist)

Telephone Director

6.3.3 Documentation

Bylaws

Historian

Operations Manual

Photographer

Video Camera Operator

6.3.4 Elections

Elections Director *

Nominations Director *

6.3.5 Financial

Treasurer

Bookkeeper *

Door Manager *

6.3.6 Parliamentarian

6.3.7 Sergeant-at-Arms

6.4 Directors Leaving the Board: Directors leaving the Board shall be prepared and ready to supply all data and records pertaining to their position on the Board to their replacement on the Board or to the Board if no replacement exists. It is expected that all outgoing members of the Board shall act in a manner that expresses the fullest cooperation and good will to their replacement or to the Board.

6.5 Leave of Absence: Leave of absence may be granted to members of the Board for sickness, work related problems, or other reasons determined by the Board to be a necessity. The President may, if necessary, appoint a member of the Club to fill the Board position until the original Board member returns. The maximum time for any leave of absence shall be four months, or a longer time period if approved by a two-thirds vote of a Quorum of the Board.

6.6 Filling Vacancies: The following subparagraphs shall define the procedures for filling vacancies on the Board.

6.6.1 Elected Officers - The President: A new President shall automatically become President from the following list, in the order shown: Vice President, Treasurer, Secretary. This is assuming all in said list are Elected Officers. If any one in said list is not an Elected Officer then that person shall not be included in the automatic process.

6.6.2 Elected Officers - Other Than The President: Shall be filled by a General Member in good standing upon approval by a majority vote of all of the remaining Elected Officers.

6.6.3 Appointed Directors: Assuming the position vacated is to be refilled, the President shall appoint a General Member in good standing using procedures described elsewhere in these Bylaws for appointing directors.

6.7 Removal from the Board: The following subparagraphs shall define the procedures for removing Board members from their positions on the Board.

6.7.1 Removal of Officers: Elected Officers who miss three consecutive meetings may be removed from the Board by a two-thirds vote of the all of the members of the Board. Elected Officers may also be removed from the Board by a two-thirds vote of all of the members of the Board for violations of Club Articles of Incorporation, Bylaws, Rules & Regulations, conduct unbecoming an Officer of the Club, or non performance of duties.

6.7.2 Removal of Directors: Appointed Directors who miss two consecutive Board meetings will be automatically removed from the Board. Appointed Directors may also be removed from the Board by a majority vote of a Quorum of the Board for violations of Club Articles of Incorporation, Bylaws, Rules & Regulations, conduct unbecoming a Director of the Club, or non performance of duties.

6.8 Reimbursement of Expenses: All expenses incurred on by a Board member, approved by the Board prior to the expenditure, shall be reimbursed to the Board member upon receipt by the Treasurer of proof of the expenditure in the form of statements, receipts, etc. Expenses incurred by a Board member without prior approval and/or without proper forms of proof may still be reimbursed to the Board member if approved by a majority vote of a Quorum of the Board.

6.9 Member Contact List:  A complete and up-to-date membership contact list (names, addresses, phone, etc) is to be only in the possession of the Elected Officers of the Club, person(s) selected by the President, or person(s) selected by a majority vote of a Quorum of the Board.

6.10 Club Rules: The following subparagraphs define the procedures for the establishment of, and enforcement of Club Rules.

6.10.1 Club Rules & Regulations - Establishment Of: In addition to the rules set forth in the Articles of Incorporation, Bylaws and Parliamentary Authority, the Board shall have the right to establish Rules & Regulations that shall apply to the Club, Club members, and anyone else attending Club functions. These Rules & Regulations shall have the same force as the Bylaws. However, if said Rules & Regulations are in conflict with the Articles of Incorporation or these Bylaws, then the Articles of Incorporation and Bylaws shall prevail.

6.10.2 Club Rules & Regulations - Enforcement: The Board shall enforce the Rules & Regulations of the Club as specified in the Articles of Incorporation, Bylaws, Rules & Regulations, and the Parliamentary Authority, and by a majority vote of a Quorum of the Board shall determine and remit penalties for any breach thereof.

6.11 Speaking For, Or On Behalf Of, The Club: Members of the Board of Directors who communicate in any way with third parties of any kind, and who, because of the nature of their position on the Board, purport to speak for, or on behalf of, the Club on any matter whatsoever, where a commitment or obligation may be inferred or stipulated, must have the prior approval of the President or the Board. This does not preclude routine requests or queries for information providing the nature of the communication does not involve commitment or obligation of any kind on the part of the Club.

6.12 Compensation: Members who perform services on behalf of or for the Club may do so with compensation that does not violate Article V, Maintenance of Exempt Status, of the Articles of Incorporation. Approval for said compensation shall be by majority vote of a Quorum of the Board. If the proposed compensation is for a member of the Board then the respective Board member shall not be permitted to vote on the proposed approval of said compensation.

ARTICLE 7: CORPORATE SEAL

7.1 Description: The Club shall have a Corporate Seal in the form of two circular conforming metal discs bearing the imprint and inscription of the name of the Club and the state of incorporation with, in the center, the words "incorporated" and the year of incorporation.

7.2 Use: The Corporate Seal shall be impressed upon all instruments executed by the corporation upon which a seal is required by law.

7.3 Authorization: In the absence of the Secretary or the President, any Elected Officer authorized by the Board to do so may affix the seal of the corporation to any instrument requiring a seal.

ARTICLE 8: FISCAL, FINANCIAL AND LEGAL

8.1 Fiscal Year: Shall be January 1 through December 31.

8.2 Limitation on Club Expenses: After December 31, 1997 the Board and the Club shall restrict any special purchase, special activity or special event which may cause the Club treasury to drop below $200. This amount can be increased by a two-thirds vote of a Quorum of the Board. Proposed Club expenditures in excess of fifty-percent (50%) of the balance in the Club treasury must be approved by the Club membership. Notice of the proposed expenditure shall be mailed to the membership from forty-five to sixty (45-60) days prior to mailing of ballots to the membership. After mailing of ballots, the membership shall be given thirty (30) days to respond with their vote.Included with the ballot to each member shall be a complete description of the proposed expenditure, including summary comments for and/or against the proposed expenditure from the Board and/or the membership. Approval of the expenditure shall be by a majority vote of members voting.

8.3 Banking: The following subparagraphs define the banking procedures of the Club.

8.3.1 Deposits: All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board, by a majority vote of a Quorum of the Board, may select.

8.3.2 Withdrawals: Two signatures shall be required for withdrawal or for any outgoing checks from the Club checking account. No two people in the same family or in a dating relationship may be signatories. The Board, by a two-thirds vote of the full Board, may also approve other signatories. The following are currently authorized as signatories: President, Vice President, Treasurer, Secretary.

8.4 Contracts: All drafts, orders for payment of money, notes or other evidences of indebtedness issued in the name of the Club shall be signed by such Elected Officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President.

8.5 Gifts: The Board may accept on behalf of the Club any contribution, gift, bequest or devise for the general purposes for any special purpose of the Club which does not violate Article V, Maintenance of Exempt Status, in the Articles of Incorporation.

8.6 Personal Use of Club Funds: Personal use of any Club funds by any member is absolutely prohibited.

ARTICLE 9: AMENDMENT OF BYLAWS

9.1 Amendments prior to <date - approx 2 years after club formation>: Amendments to these Bylaws can be made at a Special Meeting of the Board. The proposed amendments shall be read, discussed, and voted upon. General Members attending the meeting shall be able to participate in the discussion.

9.1.1 Special Board Meeting: The Board shall call a Special Meeting of the Board for the purpose of amending the Bylaws.

9.1.2 Notification of Special Board meeting: The Board shall notify the membership in writing  thirty to forty-five (30-45) days prior to the Special Board meeting. The notice must specify that the purpose of the meeting is to discuss and vote on proposed Bylaw amendments.

9.1.3 Voting: For any proposed amendment to be accepted it shall, after presentation and discussion by the Board and any General Members present, be accepted by a two-thirds vote of a Quorum of the Elected Board.

9.1.4 Notification of Amendment(s): The Board shall notify the membership of the results in writing within forty-five (45) days after Elected Board's approval of said amendments which shall include the exact wording of the final Bylaw amendments, if any. The Bylaw amendments shall take effect fourteen (14) days after this notification.

9.2 Amendments after <date  - approx 2 years after date of para 9.1>: This amendment process shall consist of two meetings of the membership, the results being determined at the second meeting by a vote of the membership. <.. 2 years gives the club enough time to easily make changes to the bylaws. After that, they should be cast in concrete as specified in this paragraph .. >

9.2.1 Notification of Meeting 1: Notify all General Members in writing thirty to forty-five (30-45) days prior to Meeting 1. The notification must specify in detail the intent of the meeting including a summary description of the proposed amendment(s) and the exact wording of the proposed amendment(s). The notification shall also include, if any, summary comments from the Board for and/or against the amendment(s).

9.2.2 Meeting 1: Present proposed Bylaw amendments to members and modify proposed amendments if necessary.

9.2.3 Notification of Meeting 2: Notify all General Members in writing forty-five to sixty (45-60) days after the Meeting 1 of Meeting 2. The notification must specify in detail a summary description of the amendment(s) and the exact wording of the amendment(s). The notification shall also include, if any, summary comments for and/or against the amendment(s). The summary comments for and/or against the amendment(s) may come from the Board or from the membership when accompanied by petition signed by ten percent of the total membership which shall include their summary for and/or against the amendment(s) and submitted to the Board within thirty days after Meeting 1.

9.2.4 Meeting 2: Present final proposed Bylaw amendments, read for and/or against summaries from all parties, discuss amendments, make final changes to proposed amendments. Amendments to these Bylaws shall be adopted by a two-thirds (2/3) vote, by secret ballot, of the General Members present and voting at the meeting.

9.2.5 Vote Tabulation: The Board shall count the ballots in a setting open to any General Member who wishes to attend. The ballots shall be counted at least twice, by different people, until there is a vote count agreement by at least two (2) different counts.

9.2.6 Notification of Amendment(s): Notify the General Members of the results in writing within forty-five (45) days after Meeting 2 of the results of voting including the exact wording of the final Bylaw amendments, if any. The Bylaw amendments shall take effect fourteen (14) days after this notification.

ARTICLE 10: MISCELLANEOUS

10.1 Election of Chairman Pro Tem: In the absence of the Chairman, the President, and any Vice President at any meeting of the Membership or of the Board, the Members or Directors present shall elect a Chairman Pro Tem, who shall preside at the meeting and exercise the same powers as the Chairman, the President or the Vice President could if present.

10.2 Parliamentary Law: The current edition of Roberts Rules of Order shall be the Club's Parliamentary Authority and shall govern the Club in all cases to which they are applicable, and in which they are not inconsistent with the Articles of Incorporation and Bylaws of the Club.

10.3 Corporate Minute Books: The Minute Books of the Club shall be prepared in at least duplicate, with the original in the possession of the Club Secretary. The second copy of the Minute Books of the Club shall be in the possession of the Club President. Additional copies of the Minute Books of the Club shall be placed as directed by the Board. Whenever any minutes, reports or other corporate documents are prepared, they shall be prepared in enough copies such that one copy executed is placed in the original Minute Book and other confirmed copies are placed in the respective duplicate Minute Books.

10.4 Seniority of Articles of Incorporation: Any reference made in these Bylaws to the Club's Articles of Incorporation include all amendments to said Articles of Incorporation on file with the State of Arizona. The Articles of Incorporation will in all respects be considered senior and superior to these Bylaws, and with any inconsistency to be resolved in favor of the Articles of Incorporation.

10.5 Arbitration of Disputes: Any dispute arising out of or in connection with the Articles of Incorporation, these Bylaws, Club Rules & Regulations, or other disputes between or among the Club, the incorporators, the members and the directors of this Club shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction.

10.6 Non-Liability of Members, Officers and Directors: Shall be as specified in the Articles of Incorporation of the Club.

10.7 Dissolution of Club: Shall be as specified in the Articles of Incorporation of the Club.

 

CERTIFICATION OF ADOPTION
OF BYLAWS

We, the undersigned, the duly elected and acting Directors of this corporation certify that the within and forgoing Bylaws were adopted as the Bylaws of this corporation.

IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the seal of the corporation this date of                                    

                                                  
President

                                                   
Vice President

                                                   
Treasurer

                                                   
Secretary