Constitution
and Bylaws of
Columbia Traditional Music and Dance Society
Feb
24, 2011
Article 1. Name. The name
of this organization is Columbia Traditional Music and Dance Society, (COTMD).
Article 2. Terms and Definitions. The term “written
notice” shall be understood to mean notice via written mail or email. Wherever this document refers to a fraction
or proportion larger than one half, and the fractional value needs to be
computed, the result of the computation shall be rounded down to the nearest whole number.
Article 3. Purpose. COTMD is a nonprofit
organization which is dedicated to the preservation, study, teaching, enjoyment
and continuing evolution of traditional music and dance. COTMD is a member of
the Country Dance and Song Society (CDSS) and operates under guidelines
established by CDSS.
Article 4. Board of Directors. The responsibility for all business matters lies
with the Board of Directors. The Board
consists of four officers (as described in Article 6) and zero to twelve
additional board members.
A.
The Board has sole authority to set event
schedules; to set fees at rates which will cover costs of operation, to set
honoraria paid to teachers and musicians, to pay for rental of necessary
facilities and other incidental expenses; to engage facilities for classes and special
programs; and to approve engagements and other special activities undertaken in
the name of COTMD.
B.
The Board shall determine the need
for and the responsibilities of standing or special committees to carry out
projects or special programs.
C.
In the event of a vacancy on the
board, the remaining Board members may exercise the powers of the full Board
until the vacancy is filled at the next regular election, or, by a majority
vote, may appoint a member to temporarily fill the vacancy until the next
election.
D.
A member of the Board may be removed
from office by a two-thirds majority vote of the entire board, after reasonable notice and opportunity to be heard. Because this procedure requires the
participation of the entire board, absentee and proxy voting shall be allowed.
Article 5. Meetings.
A.
There shall be no less than four
meetings per fiscal year. No meetings
will be held in July. It is intended but
not required that meetings be held on a bimonthly basis.
B.
The quorum for transaction of COTMD business is two-thirds of the currently filled Board positions.
C.
A majority vote of those voting is
necessary to transact any business bought before the Board.
D.
The Board, at its discretion, may
make provisions for absentee or proxy voting for members unable to be present
at a meeting.
Article 6. Officers. The Officers of COTMD are President, Vice
President, Secretary, and Treasurer. The Term of Office is one year. The duties
of Officers are:
A.
President. The President
is the executive officer responsible for the operation of COTMD. He or she
presides at meetings, calls regular or special meetings of the Board as needed,
publishes an agenda for each meeting, appoints the Chairs of standing or
special committees and conducts any correspondence necessary to maintain COTMD
in its non- profit status (typically, contacts with and documents for the IRS and CDSS, as required by those
organizations).
B.
Vice President.
The Vice President acts as President in the absence of the President. In the
event of the President's resignation or incapacity to serve, the Vice President
shall succeed to the office until the next regular or special election can be
held. The President may delegate to the Vice President such official or other
duties as may be necessary for the conduct of business.
C.
Secretary.
The Secretary keeps records and minutes of meetings; posts minutes on the COTMD
website, and does any correspondence not handled by the President. The secretary shall also perform such other
appropriate administrative and record keeping functions as are determined by
the Board.
D.
Treasurer.
The Treasurer is responsible for overseeing the collection of charges; for the
disbursement of fees to musicians and teachers and for payment of authorized
expenditures. The Treasurer advises the Board about the finances of the
organization and assists in formulating the budgets for the regular and special
activities. The Treasurer also prepares a yearly financial statement of
operations
Article 7. Election of Officers and Board Members.
Officers and Board Members are elected
annually. The election is conducted at
the last board meeting of each fiscal year, typically in May. All Board members so elected take office on the
following first day of July. Nominating and election procedures:
A.
A completed slate/ballot will be
approved by the Board, at the Board meeting that precedes the election meeting
(typically in March), or, no later than one month prior to the election. Prior to that meeting, a slate of candidates
will have been developed by the Board, in conjunction with the Nominating
Committee. Candidates on the slate will
have been contacted, informed and nominated; and will have accepted the
nomination.
B.
Only Board positions for which there
are nominees are included on the ballot. In the event that not all
positions have nominees, those positions remain open, to be filled during the
year via special election by the Board.
Board positions cannot be contested by write-in candidates; however, the
Board may choose to add additional nominations at the time of the election.
C.
A quorum as provided in Article 5-B
is required to conduct each COTMD election.
D.
When all positions on the slate are
uncontested, voting may be conducted by a show of hands to accept or reject the
entire slate. In the event that one or
more positions are contested, voting is conducted by secret (paper) ballot. The
Board may elect to make provisions for absentee or proxy voting for Board members
unable to be present.
E.
The Treasurer is responsible for
counting ballots and preparing the election report, which contains the vote
count totals for each position (or for the entire slate, if all positions are
uncontested). Candidates for a contested
officer position may be present when the Treasurer counts the ballots, and must
then sign-off on the ballot count and the election report. If there are no contested positions, only the
Treasurer need sign the election report.
F.
In the event of a tie, the winner
shall be determined by a coin toss procedure conducted by the current president
and observed by the affected candidates and as many other Board members as is
practical. Board officer positions are
contested when there is more than one candidate for any office position. All other positions are contested when there
are more than twelve candidates for the remaining twelve positions. The outcome of the non-officer positions is
determined by ranking in order by total votes for each candidate.
G.
The outcome of the election shall be
published on the COTMD website, by the Treasurer, as soon as is practical.
Article 8. Fiscal Year. The fiscal year of COTMD
is July I through June 30. Article 9. Amendments to the Bylaws. Amendments to these Bylaws may be made at any
meeting, upon one month’s written
notice to Board members; such notice must state the nature of the proposed
changes, and specify the meeting that will include such changes on its agenda. A quorum as provided in Article 5-B is
required for votes relating to bylaw modifications. A two-thirds
majority vote of members voting is required for the adoption of any
such changes. Article 10. Special Notices related to COTMD Tax Exempt
status.
1.
No part of COTMD's assets or net
earnings may inure to the benefit of private individuals. This does not
preclude the payment of any reasonable fees for goods or services provided to
the organization.
2.
In the event of dissolution of
COTMD, its assets will be distributed to another nonprofit organization that is
exempt under section 501(c)3 of the Internal Revenue Code.
3.
COTMD shall not, as a substantial
part of its activities, carry on propaganda or otherwise attempt to influence
legislation except to the extent permitted by section 501(h) of the Internal
Revenue Code.
4.
It is intended that COTMD 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.
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