Bylaws of the Savoy Swing Club
(A Non-profit Corporation)
ARTICLE I - Definitions
As used in these bylaws, the following terms shall have the following respective meanings:
“Corporation” shall mean the Savoy Swing Club.
“Member” shall mean any person admitted as a Member of the Club pursuant to Article IV, who has not had membership terminated or assigned.
“Officers” shall mean those individuals elected into the offices of President, Vice President, Secretary, Treasurer.
“Board” shall mean the officers of the club and other members of the Board as denoted, otherwise known as the Executive Board, the Board or corporation officers.
ARTICLE II- Preamble
The name of this organization shall be the Savoy Swing Club and it shall be a not-for-profit corporation.
ARTICLE III - Mission
The Savoy Swing Club is a non-profit organization that is committed to the celebration of vintage jazz dance. We endeavor to preserve and grow American jazz dance through partnership with local non-profits and to provide educational arts opportunities for youth and underserved populations. We foster the artistic growth of the existing Pacific Northwest dance community by reaching new dancers, empowering existing jazz artists, and supporting swing dance venues and events
ARTICLE IV - Membership
1. There shall be such classes of membership as may be established from time to time by the Executive Board.
2. Eligibility for membership in this corporation is extended to anyone who completes an application for membership and pays dues in full.
3. Dues for the classes of membership shall be established annually by the Executive Board (Article XI).
4. The Executive Board will establish from time to time those specific rights and privileges of membership.
5. Annual dues are due on the first day of January. In the event that any Member shall fail to pay dues within thirty (30) days after the date due, membership rights and responsibilities will have lapsed and the individual will be considered a guest of the club. Until dues are paid in full, the suspended member may not vote, hold office or perform and shall not have any other rights or privileges of membership, except as under those conditions outlined by the Board. Members may join at any point in the calendar year and membership dues are prorated on a half-yearly basis.
6. Admission of Members: Any person meeting the requirements below shall be entitled to become a member. Membership shall become effective when both of the following occur:
a) payment of dues (see section 5 above) by such new Member of all amounts required, and
b) the filing of a complete Membership application.
7. Voluntary Termination of Membership: Any Member may terminate his or her membership in the corporation by filing a written notice thereof with the secretary of the Corporation. Such withdrawal shall become effective immediately upon receipt of said notice or as provided in said notice, whichever occurs later in time. Annual dues paid will not be refunded except in cases deemed appropriate by the Board.
8. Involuntary Termination of Membership. In addition to any other remedy at law or equity which the Corporation or the other Members may have, the membership of any Member shall be terminated upon a finding by a member of the Board that such Member has failed to pay all or part of any dues or expenses properly attributable to such Member within thirty (30) days after demand for payment.
ARTICLE V - Officers
1. The officers of the corporation shall be President, Vice President, Secretary and Treasurer, each of whom shall be elected annually by a majority vote of the members, to serve during the term April 1st through March 31st following election, or until successors have been elected or appointed and have assumed office. These officers shall be the core of the Executive Board (see Article VI below).
2. The President shall preside at all meetings of the corporation. The President shall have the power to make, tender the instructions and subject to the approval of the Board, contracts of and in the name of the corporation and shall perform such other duties and exercise such powers as may be delegated to the office by the Board. Records of the President shall be open to the Board at all times; and s/he shall, on ceasing to hold office as President, surrender all Club records, files, books, moneys, and other property of the corporation under his/her control to his/her successor in office or to such person as shall be designated by the Board.
3. The Vice President shall, in the event of the absence or disability of the President exercise all functions of the President and shall have the power and authority to sign all formal papers and documents in the name of the corporation. The Vice President presides over Support Services for the Club and oversees the election process.
4. The Secretary shall keep the records of the corporation, including minutes of all meetings of the Board and shall be custodian of the club logo. The Secretary shall have charge of such additional books and papers and shall perform such other duties as the Board may direct, and shall in general perform all such duties as are usual to the office of the secretary of a corporation.
5. The Treasurer shall have general responsibility for all moneys, securities, and other assets of the corporation. The Treasurer shall make reports on the financial condition of the corporation as requested by the Board, at least quarterly. The Treasurer shall also perform such other duties as may be delegated to him/her by the Board. All duties performed by the Treasurer shall be subject to the supervision and direction of the Board. All financial and other records in the custody of the Treasurer shall be open to the Board at all times for inspection or audit. On ceasing to hold office, the Treasurer shall surrender all records, files, books of account, moneys, securities, and other property of the Corporation under his/her control to his/her successor or to such other person as shall be designated by the Board.
6. In the event of the death, resignation, or removal from office of any Officer, or the inability of any officer to perform the duties of the office to which elected, the Board shall appoint an interim officer to serve until a successor shall have been elected by the membership and shall have assumed the duties of the office.
ARTICLE VI - Executive Board
1. The Board shall be comprised of nine members, including the 4 officers and the Instruction Coordinator. Board members shall be elected for one year terms.
2. All members of the Board, except the Instruction Coordinator, shall be nominated/elected annually by the members. Each shall serve the corporation until their term expires or they resign or are otherwise dismissed. The Board shall have the power to enlarge or decrease the number of members of the Board. However, at no time may the Board have less than 3 nor greater than 9 members.
3. The Instruction Coordinator is appointed annually by the newly elected Board and the Teaching Committee.
4. In the event of the death, resignation, or the inability of any member to perform the duties of the Board position to which elected, the remaining Board shall appoint an interim member to serve until the next Annual election of the corporation, or until a successor shall have been elected by the membership and shall have assumed the duties of the office.
5. Regular and special meetings of the Board shall be held at such times and places as the Board may decide, or at the call of the President, or upon the request of three or more board members to the President.
6. Board members are expected to attend all Board meetings. Agenda will be established by 5 PM of the day before the Board meeting and members are responsible for notifying the presiding officer of agenda items. If unable to attend, the Board member shall contact the presiding officer for any actions on which a vote may be taken and choose if proxy will be designated.
7. Quorum: At least a majority of the members of the board shall be necessary to constitute a quorum for the purposes of any meeting of the Board, and a majority of those present shall decide on the transaction of any business.
8. Compensation of Board members: The Board members shall not receive any stated salary for their services as Board members but may, upon approval of the Board, be reimbursed for expenses incurred in the execution of their duties upon appropriate remission of invoice or receipt to the Treasurer.
ARTICLE VII - Indemnification of Officers and Board Members
The Corporation shall indemnify and hold harmless from personal liability any board member or officer of the Corporation or its members resulting from conduct as a board member, officer or member provided, that this provision shall not serve to indemnify or eliminate or limit the liability of a board member or member for acts or omissions that involve intentional misconduct by a board member, officer or member, or a knowing violation of the law by a board member, officer or member, or for any transaction from which the board member, officer or member will personally receive benefit in money, property or services to which the board member, officer or member is not legally entitled.
ARTICLE VIII -Committees
1. The Board may at any time appoint such committees or job titles as it may deem desirable. All such appointments are voluntary. (See Club job list for job titles and standing committees).
2. Club committees may include but are not limited to the Teaching Committee, the Publicity Committee and the Budget Committee.
3. Terms of Committees/Club Jobs: The members of all committees or holders of club jobs shall serve until their successors shall have been appointed and shall have assumed the duties of their offices. Typically an appointment shall be for a period of one year, beginning April 1st.
4. Vacancies: In the event of the death, resignation, or other inability to perform the duties of any member of a committee or holder of club job, the Board or responsible Board member may appoint a successor to serve out the unexpired term.
ARTICLE IX - Meetings
1. Annual Meeting: An annual meeting of the corporation for the purpose of reviewing the state of the club and any other business as may be identified by the Board or other club members shall be held at a time and place to be determined by the Board or the President.
2. Special Meetings: Special meetings of the club may be held at such time and places as the Board shall determine. Special meetings may also be called by the President upon the request in writing of not less than ten percent of the members of the club, who shall specify in their request the business which they desire to be considered at the proposed meeting.
3. Quorum - Ten Percent (10%) of the members of the club, represented in person or by proxy, shall constitute a quorum for the purposes of any meeting of the corporation.
4. Voting - It takes a majority vote of members present, in person or by proxy, to make decisions. Suspended members may not exercise a right to vote. In the case of a tie vote, the presiding officer shall cast the deciding vote.
5. List of Members - If a full membership meeting is called for the purposes of a vote, the Membership Coordinator shall (with not less than 2 weeks notice) prepare and make available a complete list-of members entitled to vote at the meeting. Such list shall be open to the examination of any member at the meeting.
6. Whenever members are required or permitted to take any action at a meeting, notice of the Meeting shall be given in writing or by telephone not less than 7 days prior to the meeting and shall indicate the place, date, hour of and the purpose(s) of the meeting.
Meetings of the Board
1. Organization Meeting: Immediately after the election of new officers, the Board shall hold a meeting for the purpose of appointing the Instruction Coordinator and assessing the state of the club.
2. The transactions of the Board shall be valid and minutes therein shall be available to the membership and any officers not in attendance. Minutes will be available not less than 2 weeks in advance of the next regularly scheduled meeting.
3. Action without meeting: Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee consent and the minutes of said proceedings are incorporated into the minutes of the next regular meeting.
4. At regular meetings of the Board, the order of business shall be:
a) Attendance/ Announcements
b) Review / Amendment / Approval of minutes of previous meeting
c) Reports by Board Members and any committees
d) Unfinished Business; and
e) New Business
5. The order of business may, at any meeting, be changed by the President.
6. Regular Board meetings are open to the membership. Additional Board meetings may be held without notice to the membership. Members who are not Board members shall not vote within the actions of the Board.
7. Special Meetings: Special meetings of the Board may be called by the President or on the written request of any Board member in office.
ARTICLE X - Corporation
All funds shall be deposited into a commercial bank in the name of the corporation.
ARTICLE XI- Fees and Dues
1. The annual dues for membership will be determined annually by the Board.
2. The fiscal year will run from January through December.
ARTICLE XII - Rules
The Board shall establish the rules which shall govern the transaction of all business at the meetings of the corporation.
ARTICLE XIII - Amendments
To alter or amend the Bylaws, a majority of Board members creating a quorum at a regular meetings of the Board shall be required.
ARTICLE XIV - Proxy Vote
Voting by proxy shall be permitted.
ARTICLE XV - Dissolution
In the event of dissolution of the organization after qualification under section 501 (c) (3) of the Internal Revenue Code, all the remaining assets and property of the organization shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501 (c) (3) of the Internal Revenue Code.
IN WITNESS WHEREOF THESE BYLAWS HAVE BEEN-UNANIMOUSLY ADOPTED BY THE BOARD MEMBERS OF THIS CORPORATION THIS 14th DAY OF MARCH, 1996.
Revision: Bylaws revised to fix minor errors and reflect revisions to Board positions. Revision approved: December 2, 2000.
Revision: Bylaws revised to add ARTICLE XV. This item is necessary to qualify for status under section 501 (c) (3) of the Internal Revenue Code. Revision approved March 30, 2001.
Revision: Bylaws revised to remove "Savoy-Style" from the Club Mission. Revision approved March 31, 2004.
Revision: Bylaws revised to change board terms from one year to two years under article VI item one. Revision approved March 6, 2008.
Revision: Bylaws revised to change mission under article III from:
“The mission of the Savoy Swing Club is to preserve and promote the enjoyment and cultural heritage of Lindy Hop and related dances. To this end, the club offers instruction, gives performances, and sponsors a variety of activities such as workshops, dances and social events to people of all ages.
No part of the net earnings of this corporation shall inure to the benefit of any private member or individual, and this corporation is not organized for profit or organized to engage in any activity ordinarily carried on for profit. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, or intervening in a political campaign on behalf of any candidate for public office,”
“The Savoy Swing Club is a non-profit organization that is committed to the celebration of vintage jazz dance. We endeavor to preserve and grow American jazz dance through partnership with local non-profits and to provide educational arts opportunities for youth and underserved populations. We foster the artistic growth of the existing Pacific Northwest dance community by reaching new dancers, empowering existing jazz artists, and supporting swing dance venues and events.”
Revision approved June 29, 2014.