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Bylaws
Of
Bellingham Scottish Country Dancers
A
Washington nonprofit corporation
Article I. Members.
Section
1.1. Classes of Members.
This corporation shall have three classes of members. One class
shall be regular members and one class shall be teacher members, and one
class shall be life members.
Additional classes of members and the respective rights and duties of
the classes of members may be modified or established by amendment to
these Bylaws.
Section
1.2. Qualification of Members.
Any individual of good moral character supporting the purposes of this
corporation may become a member of this corporation by making written
application for membership, paying the current annual dues, if any, and
meeting standards or qualifications established by the Board of
Directors from time to time. Membership shall be effective from
acceptance of the application by the corporation.
Section
1.3. Rights of Members.
There shall be no difference in the rights and obligations between the
regular members and teacher and life members, except that teacher members
and life members shall
not be assessed any dues. Each member shall have one vote on any matter
submitted to the members. No member shall have any right to any of the
property of the corporation. Each member shall be entitled to such other
rights and privileges in addition to those set forth in these bylaws as
may be determined by the Board of Directors from time to time.
Memberships shall not be transferable for any reason.
Section
1.4. Obligations of Members.
The members of this corporation, other than teacher members and
life members, shall be
liable for dues assessed against the members. No member shall otherwise
be liable for the acts of obligations of the corporation. Regular
attendance at scheduled events and functions of the corporation is
expected of members. If the dues assessed against a member are not paid
within 30 days after the due date established by the Directors, the
membership shall terminate without further action, provided that a
membership which is terminated for nonpayment of dues may be reinstated
upon payment of delinquent and current dues. A membership may be
terminated without right of reinstatement by action of the Directors
upon determination that such termination is in the best interests of the
corporation.
Section
1.5. Annual and Regular Meetings of Members.
There shall be an annual meeting of members of this corporation during
the month of December of each year on a date and at a time and place
established by the Board of Directors. The purpose of the meeting shall
be to elect officers and directors and to consider such other matters as
may properly come before the meeting. The Board of Directors may call
additional regular meeting of the members.
Section
1.6. Special Meetings of Members.
The President, any two directors, or ten percent of the members may
call a special meeting of the members for any purpose.
Section
1.7. Place of Meeting.
Meetings of the members shall be held at such place within Bellingham,
Washington, as designated by the person or persons entitled to call the
meeting.
Section
1.8. Notice of Meetings.
Written or printed notice of each meeting of members stating the place,
day and hour of the meeting and the purpose or purposes for which the
meeting is called shall be given to each member entitled to vote not
less than ten nor more than thirty days before the date of the meeting,
by personal delivery or by mail. Notice shall be given by the Secretary
or by the person or persons entitled to call a meeting of members.
Mailed notice shall be deemed given to a member when a copy is deposited
in the mail postage prepaid addressed to the member at the member’s
address as shown on the records of the corporation.
Section
1.9. Quorum.
The presence in person or by proxy of fourteen of, or one half of, the
members entitled to vote, whichever number is less, shall constitute a
quorum at a meeting of membership. If a quorum is present, a majority
affirmative vote of the members present and entitled to vote shall be
the act of the membership, unless the act of a greater number is
required by the Articles of Incorporation, these Bylaws or by law.
Section
1.10. Proxies.
The members shall be entitled to exercise the member’s vote in person
or by mail or by proxy. Proxies shall be filed with the Secretary before
or at the time of the meeting. A proxy shall become invalid eleven
months after the date of its execution unless otherwise provided in the
proxy. A proxy given for a specific meeting may be exercised at any
reconvened meeting following an adjournment of the meeting but shall not
be valid after the final adjournment of the meeting.
Article II. Officers and Directors.
Section
2.1. Positions.
The Board of Directors shall consist of seven persons each of whom
shall be elected to and hold the following positions as officers of the
corporation as follow: Director and office of President, Director and
office of Vice President, Director and office of Secretary, Director and
office of Treasurer, Director and office of Coordinator, Director and
office of Supply Manager, and Director and office of Historian.
Section
2.2. Election.
Directors and officers shall be elected from the members by vote of the
members. Each Director and officer shall be elected at the annual
meeting of members for a term of one year and until the election and
qualification of his or her successor. However, no person may be elected
as officer and director for more than three consecutive terms of office,
except for the director elected as Historian may be elected for more
than three consecutive terms. The nominations for and election of each
person to fill each position of a Director and officer shall be held
separately from the nomination for and election to fill each other
position of Director and officer. Nominations for position of Director
and officer may be received from the floor. A majority vote shall be
required to elect each Director and officer. If on the first ballot no
person to be elected receives a majority vote, a runoff election of the
two nominees receiving the largest number of votes shall be held.
Section
2.3. Removal and Resignation.
A Director and officer may resign as Director and officer at any time
by delivering a written resignation to the Secretary of the corporation.
The resignation shall be effective when received by the Secretary of the
corporation. Any Director and officer may be removed with or without
cause by the affirmative vote of a majority of the members present at
any meeting of the members which is called for that purpose and notice
of which meeting was given to members stating that the purpose of the
meeting included a proposal to remove the Director and officer. A
Director and officer may be appointed by the Board of Directors to fill
the vacancy created by the resignation, incapacity or death of a
Director and officer. A Director and officer shall be elected by the
members to fill a vacancy created by removal of a Director. The Director
so elected or appointed shall serve for the remainder of the term of the
Director who resigned or was removed.
Article III. Board of Directors
Section
3.1. The Board.
The business and affairs of this corporation shall be managed by a
Board of Directors.
Sections 3.2. Meetings.
Immediately following adjournment of the annual meeting of members, the
first meeting of the newly elected members of the Board of Directors
shall be held and a schedule of the time and place of regular meetings
of the Board of Directors shall then be adopted for the next calendar
year. Regular meetings of the Board of Directors shall be held at the
time and place according to that schedule without further notice,
provided that the President or the Board of Directors may change the
time and place, or either, for holding any one or more of the regular
meetings of the Board of Directors by giving each Director reasonable
notice of the change.
Section
3.3. Special Meetings of the Directors.
The President or any two Directors may call a special meeting of the
Board of Directors by giving written notice to each Director. The notice
of a special meeting shall state the time and place thereof and shall be
given at least three business days prior to the date set for such
meeting by the person authorized to call such meeting or by the
Secretary of the corporation and shall be given by personal delivery or
by mail addressed to the business address of the Director. If mailed,
the notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, so addressed to the Director. Neither the
business to be transacted at any regular or special meeting of Directors
nor of the purpose of any regular meeting need be specified in the
notice of such, unless these Bylaws require that a statement of purpose
of the meeting be given.
Section
3.4. Quorum.
The presence of a majority of the Directors present at a meeting of the
Board of Directors at which a quorum is present shall be the act of the
Board of Directors unless the act of a greater number is required by
law, the Articles of Incorporation or these Bylaws.
Section
3.5. Manner of Acting.
The act of the majority of the Directors present at a meeting of the
Board of Directors at which a quorum is present shall be the act of the
Board of Directors unless the act of a greater number is required by
law, the Articles of Incorporation or these Bylaws.
Section
3.6. Committees.
The Board of Directors may establish by resolution such other
committees consisting of two or more Directors as the Board of Directors
deems advisable. By resolution, the Board of Directors may delegate to a
committee such duties and authority as the Board of Directors deems
appropriate. However, no committee shall be delegated or have any
authority which the Board of Directors has to amend, alter or repeal any
of the Articles of Incorporation or any Bylaw; to elect, appoint or
remove any member of any committee of any Director or officer of the
corporation; to adopt a plan of merger or to adopt a plan of
consolidation with another corporation; to authorize the sale, lease or
exchange of all or substantially all of the property and assets of the
corporation not in the ordinary course of business; to authorize the
voluntary dissolution of the corporation or to revoke proceedings
therefore; to adopt a plan for the distribution of assets of the
corporation; or to amend, alter or repeal any resolution of the Board of
Directors which by its terms provides that it shall not be amended,
altered or repealed by committee.
Section
3.7. Duties of a Director.
A Director shall perform the duties of a director, including the duties
as a member of any committee of the Board of Directors upon which the
Director may serve, in good faith, in a manner in which such Director
believes to be in the best interests of the corporation, and with such
care, including reasonable inquiry, as an ordinary prudent person in a
like position would use under similar circumstances. In performing the
duties of a director, a Director shall be entitled to rely on
information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented
by (a) one or more officers or employees of the corporation whom the
Director believes to be reliable and competent in the matter presented,
(b) counsel, public accountants, or other persons as to matters which
the Director believes to be within such person’s professional or expert
competence, or (c) a committee of the Board of Directors upon which the
Director does not serve, duly designated in accordance with a provision
in the bylaws, as to any matter within its designated authority, which
committee the Director believes to merit confidence, so long as in any
such case, the Director acts in good faith, after reasonable inquiry
when the need therefore is indicated by the circumstances and without
knowledge that would cause such reliance to be unwarranted.
Article IV. Officers.
Section
4.1. Duties.
The
officers of the corporation shall perform the following duties as
described herein and such other duties as may be assigned by the Board
of Directors:
Section
4.1.1. President.
The President shall be the principal executive officer of the
corporation and shall preside as chair at all meetings of the members
and Board of Directors, and shall execute with the Secretary on behalf
of the corporation all contracts and other documents as may be
authorized from time to time by the Directors. The President shall
perform all duties incident to the office of a president.
Section
4.1.2. Vice President.
In the event of the inability of the President to act, the Vice
President shall perform the duties of the President. The Vice President
shall have the same power as the President to execute contracts and
other documents on behalf of the corporation.
Section
4.1.3. Secretary.
The Secretary shall be the custodian of the records of the corporation,
shall cause minutes of the meetings of the members and Board of
Directors to be prepared, shall give notices of meetings in accordance
with the requirements of these Bylaws, shall execute authorized
contracts and other documents with the President, shall keep records of
the members and their post office addresses and shall arrange
publication of a Newsletter three times a year in April, September and
December. The Secretary shall perform all duties incident to the office
of a secretary.
Section
4.1.4. Treasurer.
The Treasurer shall be responsible for, manage, and have the custody of
the funds and securities of this corporation as directed by the Board of
Directors, shall place all funds of the corporation in depositories as
directed by the Board of Directors, and shall supervise keeping of the
books or account of such funds. The Treasurer shall perform all duties
incident to the office of a treasurer.
Section
4.1.5. Coordinator.
The Coordinator shall be responsible to confirm arrangements for dance
presentations and for securing appropriate locations for performances,
member meetings and other activities of the corporation and shall
supervise promotion of the corporation’s activities.
Section
4.1.6. Supply Manager.
The Supply Manager shall be responsible to procure and protect supplies
required for the corporation’s activities, supervise and arrange for set
up and clean up of locations where performances, membership meetings and
other activities of the corporation are held and shall maintain current
and historical records and information relating to supply requirements.
Section. 4.1.7. Historian.
The Historian shall be the chairperson of any nominating committee for
elections, shall collect, preserve and coordinate production of records
of the corporation’s activities, and shall assist the Board of Directors
with historical information to assure consistent continuity in the
corporate activities.
Section
4.2. Other Officers.
Other officers and assistant officers who shall not be members of the
Board of Directors and who may be deemed necessary or appropriate by the
Board of Directors may be elected by the Board of Directors to hold
office for such period and to have such authority and perform such
duties as may be provided by resolution of the Board or Directors.
Article V. Financial Matters.
Section
5.1. Contracts.
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of this corporation, and that
authority may be general or confined to specific instances. A Director
or officer of this corporation shall not be disqualified by the office
of the Director or officers from dealing or contracting with this
corporation either as a vendor, purchaser, creditor, debtor or
otherwise. The fact that any Director or officer, or any firm, of which
any Director of this corporation is also a member, officer or direct, is
in any way interested in any transaction or contract shall not make the
transaction or contract void or voidable, or require the Director or
officer of this corporation to account to this corporation for any
profits therefrom if the transaction or contract is or shall be
authorized, ratified or approved by vote of a majority of the Directors
present at a meeting of the Board of Directors at which meeting a quorum
is present, excluding the interested Director of officer in determining
the quorum or the majority vote.
Section
5.2. Loans.
No loans shall be contracted on behalf of this corporation and no
evidence of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. That authority may be general
or confined to specific instances. No loans shall be made by the
corporation to its members, officers or Directors.
Section
5.3. Checks, Drafts, Deposits, etc.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of this corporation
may be signed by one person designated by resolution of the Board of
Directors. All funds of this corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in the
banks, trust companies, brokerage accounts or other depositories as the
Board of Directors may select.
Section
5.4. Officer and Director Compensation.
No officer and no Director shall receive any compensation for acting or
serving as a Director or officer of this corporation, provided that
nothing herein shall prevent the corporation from reimbursing an officer
or Director for reasonable and necessary expenses incurred in the
business and affairs of the corporation.
Article VI. Waiver of Notice.
Whenever any notice is required to be given to any member or Director of
the corporation under the provisions of these Bylaws, the Articles of
Incorporation or law, a waiver thereof in writing, signed by the person
or persons entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of notice. The
attendance of a Director at a meeting of the Board of Directors shall
constitute a waiver of notice of the meeting except where a Director
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called
or convened.
Article VII. Records.
The
corporation shall keep at its principal office in the State of
Washington (a) current articles and bylaws, (b) a record of members,
including addresses and classes of membership, if any, (c) correct and
adequate records of accounts and finances, (d) a record of officers’ and
Directors’ names and addresses, and (e) minutes of the proceedings of
the members, the Board of Directors, and any minutes which may be
maintained by committees of the board. Records may be written or, if
capable of being converted to writing, electronic. The records shall be
open at any reasonable time to inspection by any member of more than
three months’ standing or a representative of more than five percent of
the membership. Cost of inspecting or copying records shall be borne by
such member except for cost for copies of the articles or bylaws. A
member must have a purpose for inspection reasonably related to
membership interests. Other use or sale of members’ lists by such
member if obtained by inspection is prohibited.
Article VIII. Amendments.
These
Bylaws may be altered, amended, or repealed and new bylaws may be
adopted by the affirmative vote of a majority of members present at any
meeting or the members called for that purpose.
Regularly adopted at a duly convened meeting of the members on 14
October, 2009.
Signed
by: J. Rosemary Read, Secretary
Attested by: Debra A. Larsen, President
As amended and adopted by a Special
Meeting of the Members on May 11, 2011.
Signed by: Marion
Health, President
Attested by: Helen Packer,
Secretary
Note:
Document reproduced for publication on
www.bellinghamscd.org
and other electronic media. Original document, with signatures, on file
in corporation records as described in Article VII.
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