Constitution and Bylaws of "Binghamton Community Dance"

Article 1 Name
The name of this organization is Binghamton Community Dance

Article 2. Purpose
Binghamton Community Dance is a not-for-profit organization dedicated to the enjoyment and teaching of dance in the traditions known as English Country Dance, New England Contradance and Scottish Dance. Binghamton Community Dance subscribes to the general purposes of The Country Dance and Song Society, Inc.

Article 3. Membership
Members of the organization are those persons who are supporters of, participants in and contributors to the organization, whether through dancing, voluntary service or financial commitment. Members do not vote; however, they may attend open meetings of the Board of Directors, including the Annual Meeting, and are invited to offer their suggestions, recommendations and/or opinions in an advisory capacity.

Article 4. Board of Directors
The responsibility for all business of the organization lies with the Board of Directors ("The Board") which consists of the Officers and Members at Large.

a) The Board has full authority to set schedules and dates for each program, to set dues and fees which will cover costs of operation (including honoraria paid to performers, rental of facilities and incidental expenses), and to approve engagements and special activities undertaken in the name of the organization.

b) The Board shall determine the need for and responsibilities of standing or special committees.

c) Dance and music leaders, or chairpersons of standing or special committees, whether or not they are members of the Board, may attend meetings for the purposes of advising the Board or receiving suggestions from the Board concerning the programs of the organization.

d) The term of office of members of the Board shall be two years, staggered so that approximately half of the board is reelected or replaced each year. There is no limit to the number of terms a member of the Board may serve.

e) In the event of a vacancy occurring on the Board, the remaining Board members may appoint, by majority vote, a new member to fill the vacancy. Alternatively, the Board may decide to leave the vacancy unfilled until the next Annual Meeting.

f) By a majority vote of the Board at a properly announced and properly conducted meeting a member of the Board may be removed from office after reasonable notice and opportunity to be heard.

g) The initial size of the board is four officers and six members at large. The Board shall set the number of members of the Board and may change that number by majority vote. A change in the number of Board members shall not be cause to remove any Board member before the end of that member's normal term of office.

h) The Board shall elect the Officers of the organization at the Annual Meeting, and shall fill vacancies at other times as they arise.

Article 5. Officers
The Officers of the organization are President, Vice President, Treasurer and Secretary. Duties of Officers are:

President: Calls regular or special meetings of the Board and sets their agendas, presides at meetings, appoints chairpersons of standing or special committees.

Vice President: Acts as President in the absence or illness of the President, and succeeds to the office of President if the President resigns or is unable to serve, until the next regular election of Officers.

Treasurer: Collects payments for activities of the organization, disburses payments to musicians and other performers, and pays authorized expenses. Maintains proper financial records and prepares an annual financial statement of operations. The Treasurer advises the Board about the finances of the organization and assists in formulating budgets for regular and special activities.

Secretary: Keeps records and minutes of meetings.

Article 6. Annual Meeting
The Annual Meeting of the organization shall be held each year in the month of October, or as soon after as is practical, for the election of Officers and the transaction of any necessary business.

a) At least two months before the Annual Meeting, the President shall appoint a Nominating Committee of three or more persons, including the Vice President (or another member of the Board if the Vice President cannot or will not serve) and someone who is not currently a member of the Board. The Nominating Committee shall report its slate of nominees for the Board at least one month before the Annual Meeting.

b) Additional nominations may be made from the floor during the Annual Meeting upon prior consent of the nominee.

c) After due consideration of the nominees by the Board, the Board shall elect or reelect members, thus constituting the new Board for the ensuing year.

d) The newly constituted Board shall then elect the Officers by majority vote. Officers shall take office immediately following their election.

Article 7. Meetings of the Board
The Board shall meet at least twice annually. The quorum for transaction of business is at least half the full Board membership. A majority of those voting is necessary to transact business brought before the board.

Article 8. Fiscal Year
The organization's fiscal year is October 1 through September 30.

Article 9. Amendments to the Bylaws
Amendments to these bylaws may be proposed by majority vote of the Board. Proposed amendments may be acted upon at the Annual Meeting or at a special meeting. In either case, members of the Board shall have one month's notice stating the proposed change(s). A two-thirds majority of those voting is required for adoption.

Article 10. Nature of financial status of the organization
It is intended that the organization shall be entitled to exemption from Federal income tax under section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code. No part of the organization's assets or net earnings may benefit any private individual. This does not prevent payment of reasonable fees for goods or services provided to the organization. In the event of dissolution of the organization, any assets of the group will be distributed to an organization which is tax-exempt under section 501(c)3 of the Internal Revenue Code. The organization shall not attempt to influence legislation, except to the extent permitted by section 501(h) of the Internal Revenue Code.

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Website updated 23 May 2011