COTMD Bylaws

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.