By-Laws of D.C. Lambda Squares, Inc.
(Adopted January 10, 1986; amendments made November 3, 1989; March 5, 1995; May 24, 1995;August 13, 1995; February 23,2000, October 19, 2003. The markup indicates changes made to the bylaws in the last set of amendments: deleted text, or added text.)
Article I: Members
Section 1: Annual Membership Meetings
The annual meeting of the members of the Corporation shall be held in March on a date which may be fixed from time to time by the Board of Directors (the "Board"). Not less than 14 nor more than 30 days' written notice stating the place, day, and hour of each annual meeting shall be given to both classes of members. Notice to any member is automatically waived by the attendance of that member at the annual Membership meeting.
The business to be transacted at the annual meetings shall include the election of Directors, consideration and action upon the reports of Directors, and any other business within the power of the Corporation. All annual meetings shall be general meetings.
Section 2: Special Membership Meetings Called by the President or the Board
At any time in the interval between annual meetings, special meetings of both classes of members may be called by the President or by the Board.
Every Associate Member and every Full Member is entitled to individual notification of the special membership meeting. This notice shall be written and shall be given not less than 14 nor more than 30 days preceding the special membership meeting. The notice should state the place, day, and hour of the meeting, and the matters proposed to be acted on shall be given. Notice to any member is automatically waived by the attendance of that Member at the special membership meeting.
No business shall be transacted at any special meeting save that specified in the notice.
Section 3: Special Membership Meetings Called by Members
At any time in the interval between annual meetings, special meetings of the members may be called by members entitled to cast at least one-twentieth of all the votes entitled to be cast at the meeting.
Every Associate Member and every Full Member is entitled to individual notification of the special membership meeting. This notice shall be written and must be given not less than 14 nor more than 30 days preceding the special membership meeting. The notice must be delivered to each member of the Board by means of Certified mail, return receipt requested.
The notice shall state the place, day, and hour of the meeting, and the matters proposed to be acted on shall be given. The notice given to the Members and the Board of Directors shall also contain the names of the Members calling the meeting. No business shall be transacted at any special meeting except that specified in the notice.
The attendance of a Member or Director at the Special Membership Meeting called by the Members shall constitute an automatic waiver of the notice requirement.
Section 4: Place of Membership Meetings
All meetings of Members shall be held at any place as may be fixed from time to time by the Board and designated in the notice, except that any meeting called pursuant to Section 1 of this article must be held in the District of Columbia.
Section 5: Quorum
In any meeting of Members, the presence of Members entitled to cast 35 percent of the votes shall constitute a quorum. In the absence of a quorum at a meeting of Members called pursuant to 2 of this Article, the Members present, by majority vote and without notice other than by announcement, may adjourn the meeting from time to time, but not for a period exceeding 10 days, until a quorum shall attend. In the case of a meeting called pursuant to Section 3 of this Article, there shall be no right of adjournment, and in addition, the Members present at a meeting called pursuant to Section 3 of this Article may not continue to do business in the event of the withdrawal of enough Members to leave less than a quorum.
Section 6: Members
The Corporation shall be composed of two classes of members: Full members and Associate members.
(a) Full Members
Each person who is desirous of learning the fundamentals of Western Square dancing shall qualify as a Full member of DC Lambda Squares, Inc., provided he or she meets the following criteria:
- Is currently enrolled in a Basic or Mainstream class, or has graduated from a Mainstream class, or can dance all the Mainstream calls; and
- Pays his or her entire dues or has his or her dues, or a portion thereof, waived by the Board of Directors.
(b) Associate Members
Any person may become an Associate member of the DC Lambda Squares, Inc., provided he or she meets the following criteria:
- Is a member of an associate club of the International Association of Gay Square Dance Clubs (IAGSDC) (tm) other than D.C. Lambda Squares, Inc.; and
- Pay half of the membership dues.
Section 7: Rights and Privileges of Members
(a) Full Members
Each Full member shall have the right to attend meetings, serve on committees, take classes, and attend Club nights.
Each Full member in good standing, as defined in Section 10 of this Article, shall have the right to vote at any meeting of the members. The right to vote entitles each Full member to cast one vote at meetings pursuant to this Article.
(b) Associate Members
Each Associate member shall have the right to attend meetings, serve on committees, take classes and attend Club nights.
(c) Non-discrimination Clause
Discrimination against any Member or against any person seeking to become a Member on the basis of race, color, religion, sex or sexual orientation, is prohibited. The provisions of this subsection are not subject to repeal or to amendment, not withstanding any provisions in these Bylaws or in the Articles of Incorporation (the "Articles"), which would reduce the protections afforded by this subsection.
Section 8: Voting
(a) A majority of the votes cast at a meeting of Members, duly called and at which a quorum is present, shall be sufficient to take or authorize upon any matter which may properly come before the meeting, unless more than a majority of votes is required by statute or by the Articles. The Board shall fix a date not exceeding 60 days preceding the date of any meeting of Members as a record date for the determination of those Members entitled to notice of an to vote at a meeting, but in no event shall any person be entitled to vote who has not been an active Member for at least 60 days prior to the particular meeting at which the person is seeking to vote.
(b) Members may vote in person. The Board may adopt procedures for absentee ballots for the election of Members of the board and the Officers of the Corporation.
(c) No proxies or cumulative voting are allowed.
Section 9: Dues
All members shall be assessed dues. Members dues shall be regulated by the Board, which shall have the authority to fix the amount of the dues, and the time and manner of payment.
Section 10: Members in Good Standing
A member in good standing is a person who is current in the payment of his or her dues to the Corporation. The determination as to whether an individual is a member in good standing is made by the Treasurer of the Corporation.
The Board may fix a date not exceeding 60 days preceding the date of any meeting of Members as a record date for the determination of those Members entitled to notice of and to vote at a meeting, but in no event shall any person be entitled to vote who has not been a member in good standing for at least 60 days prior to the particular meeting at which the person is seeking to vote.
Section 11: Order of Business
At all meetings of Members, any member present and entitled to vote shall be entitled to require, by written request to the Chair of the meeting 5 days in advance of the meeting, that the order of business shall be as follows:
(a) Organization
(b) Proof of notice of meeting or of waivers thereof. (The certificate of the Secretary or the notarized affidavit of any other person who mailed or published the notice or caused the same to be mailed or published, shall be proof of service of notice.)
(c) Submission by the Secretary of a list of the Members entitled to vote
(d) A reading of unapproved minutes of preceding meetings and actions thereon
(e) Reports
(f) If an annual meeting or a special meeting called for that purpose, the election of Directors
(g) Unfinished business
(h) New Business
(i) Adjournment
Article 12: Removal of Directors
At any special meeting of the Members called in the manner provided by this Article, the Members, by the affirmative vote of a majority of all the votes entitled to be cast thereon, may remove any Director or Directors from office, with or without cause, and may elect a successor or successors to fill any resulting vacancy for the remainder of their term(s).
Article II: Directors
Section 1: Powers
The Board of Directors shall have the control and management of the affairs, business, and properties of the Corporation. It shall have the exercise in the name of the Corporation and on its behalf all the rights and privileges legally exercisable by the Corporation, except as otherwise provided by law, by the Corporation, or by these By-laws. The Board shall keep minutes of its meetings and full and fair accounts of its transaction.
Section 2: Number; Term of Office
(a) The Corporation shall have seven Directors. The Board of Directors shall consist of the Chairperson of the Board/President, the Vice President, the Treasurer, the Secretary, the Membership Director, the Newsletter Editor and onetwo "At-Large" Directors. No person shall hold more than one office at any time.
The President, Vice President, Treasurer, Secretary, Membership Director, Newsletter Editor and "At-Large" Directors shall be elected by the Members at the appropriate annual meeting.
The first President and Secretary, named in the Articles of Incorporation, shall each hold office until the first annual meeting of the Members, or until their successors are elected and qualify. Thereafter the terms of the President and Secretary shall be two years. The first Vice President and Treasurer, named in the Articles of Incorporation, shall each hold office until the second annual meeting of the Members, or until their successors are elected and qualify. Thereafter the term of the Vice President and Treasurer shall be two years. The term of Membership Director shall also be two years and shall be elected during the same years as the President and Secretary. The term of the Newsletter Editor and "At-Large" Director shall be for one year.
A Director may be removed from office as provided in Article I, Section 12 of these By-laws.
(b) In order to qualify, each Director must be a Member in good standing (good standing is defined in Article I, Section 10 of these By-laws) and must also be a member in good standing for at least one additional semester, although the additional semester need not be the semester immediately preceding the semester in progress at the time of election. In addition, each Director must remain a member in good standing during his or her term in office.
Section 3: Annual Board Meeting; Regular Board Meetings
As soon as practicable after each annual meeting of Members of the Corporation, the Board shall meet for the purpose of organization and the transaction of business. No notice of the annual meeting of the Board need be given if it is held at the same place as and immediately following the annual meeting of the Members of the Corporation. Other regular meetings of the Board may be held at the times and at the places, within or without the Metropolitan Washington D.C. area, as shall be designated in the notice for the meeting.
Section 4: Special Board Meetings
Special meetings of the Board may be called by the President or by any two Members of the Board. Special meetings of the Board of Directors may be held at the times and at the places, within or without the Metropolitan Washington D.C. area, as designated by the parties calling the meeting.
Section 5: Quorum; Voting
A majority of Directors shall constitute a quorum for the transaction of the business at every meeting of the Board; but, if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting, from time to time, but not for a period exceeding thirty days at any one time, without notice other than announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Except as otherwise provided by the By-Laws, Directors shall act by a vote of a majority of those Directors in attendance at a meeting at which a quorum is present.
Section 6: Notice
Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone, facsimile, or e-mail; which notice shall state the time and place of the meeting. Such notice should be given not less than 5 nor more than 35 days preceding the regular meeting of the Directors.
Section 7: Waiver of Notice
Before or at any meeting of Members, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Members shall be a waiver of notice by him or her of the time, place, and the matters proposed to be acted upon at that meeting.
Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him or her of the time and place thereof.
Section 8: Telephone Conference
Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by that means shall constitute presence in person at that meeting.
Section 9: Informal Action by Directors
Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to that action is signed by all Members of the Board and that consent is filed with the minutes of the Board.
Section 10: Rules and Regulations
The Board may adopt rules and regulations, which are not inconsistent with the laws of the District of Columbia or these By-Laws or Articles, for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper.
Section 11: Powers and Duties
(a) Chairperson of the Board/President
The Chairperson/President shall have the responsibility for the active management and general supervision of the Corporation. The Chairperson/President also shall perform the following duties:
Preside at all meetings of the Board of Directors and all meetings of the Members of the Corporation; represent the Corporation as its chief and corporate head.
Submit matters of policy for the consideration of the Board of Directors and initiate the conceptualization of such policies.
Execute any documents requiring the signature of an officer of the Corporation.
Perform any other duties as may be assigned by the Board that are consistent with these By-Laws, and the laws of the District of Columbia.
(b) Vice-President
The Vice-President shall be vested with all the powers and perform all the duties of the President in the President's absence. The Vice-President may perform any other duties as designated by the Board.
(c) Treasurer
The Treasurer of the Corporation shall have custody of and be responsible for all the funds, records of receipts and disbursements, and other commercial transactions in the corresponding books of accounts of the Corporation; and see to it that all disbursements and expenditures are evidenced by appropriate supporting papers.
The Treasurer shall deposit, in the name and for the credit of the Corporation in such bank or banks as may be designated from time to time by the Board of Directors, all the monies, funds, securities, bonds and similar valuable effects belonging to the Corporation that may come under his or her control.
The Treasurer may sign such checks and other financial documents relevant to the financial affairs of the Corporation. In addition to the Chairperson/President, another signatory may also be designated by the Board of Directors, to sign and disburse checks on behalf of the Corporation, and should the Treasurer be incapable to do so due to absence or any cause whatsoever, then the Chairperson or the duly designated signatory may sign the checks on behalf of the Corporation. The Treasurer also shall perform the following duties:
Render an annual statement showing the financial condition of the Corporation at the end of each fiscal year, and such other financial reports as the Board of Directors or the Chairperson/President may from time to time require.
Determine which members are members in good standing at the time of the annual meeting of the members.
Receive and issue receipts for all monies and funds paid to the Corporation at the end of each fiscal year, and such other duties as may be required by law or prescribed by the Board of Directors or the President of the Corporation.
(d) Secretary
The Secretary of the Corporation shall keep full minutes of all meetings of the Board of Directors and active members. The Secretary also shall perform the following duties: Enter all resolutions and proceedings of the Board of Directors and of the members in proper books or records of the Corporation.
Give or cause to be given all notices required by law or the By-Laws of the Corporation, as well as notices or all meetings of the Board of Directors and the Members of the Corporation.
Keep a complete register and record of all the members including pertinent data thereof, as well as update the same for purposes of accuracy.
Perform such other functions that may be assigned to him or her by the Board of Directors.
(e) Membership Director
The Membership Director of the Corporation shall be responsible for organizing and coordinating membership development over the course of the year. A particular aim of this office will be to maximize the number of participants in classes offered each year.
(e) Newsletter Editor
The Newsletter Editor shall produce a periodic newsletter designating the schedule of events, and having articles pertaining to square dancing.
(fe) Director at Large
The Director at Large shall perform such functions that may be assigned to him or her by the Board of Directors.
(gf) The initial Board shall, by resolution, establish the place, date of week, and time for club sponsored instructional dances and club night dances. The Board may change the dates of instructional classes without consultation or approval by the members. Any subsequent, permanent change in the place, day of the week, or time for Club night, must be ratified by the affirmative vote of the majority of all those votes entitled to be case at a Special meeting of the Members called for that purpose at which there is a quorum present, or at an Annual meeting of the Members at which there is a quorum present.
Section 12: Resignation
Any Director may resign from office at any time. Resignations shall be made in writing and shall be submitted to the Secretary, except that the Secretary shall submit notice to the President. Resignations shall take effect from the time of receipt by the Secretary, unless some other time shall be fixed by the Board, and then from that date. The acceptance of a resignation shall not be required to make the resignation effective.
Section 13: Vacancies
(a) If a director is absent for three consecutive board meetings and does not give prior notice to the Secretary or President of such absence, the director’s office may be declared vacant by the Board of Directors. The director may notify the Secretary or President in writing, by telephone, or by email, and the Secretary shall file a record of the notice with the meeting minutes.
(ab) If the office of a Director becomes vacant for any reason other than the removal of a Director, that vacancy shall be filled by the Board by a vote of a majority of Directors then in office even if such a majority is less than a quorum.
(bc) If the vacancy occurs as a result of the removal of a Director, the Members of the Corporation shall elect a successor in the manner as provided for in Section 12 of Article I of these By-Laws.
(cd) If the entire Board shall become vacant, any Member of the Corporation may call a special meeting in the manner provided for in Section 3 of Article I of these By-Laws.
(de) A Director elected to fill a vacancy shall serve for the unexpired term or until a successor is elected and qualifies. A successor may be elected at the appropriate Annual meeting of the members, or at a Special meeting of the Members called for that purpose.
Section 14: Compensation
The Directors of the Corporation shall not receive compensation for their services. However, they may receive reimbursement for expenditures made on behalf of the Corporation if approved by the Board.
Section 15: Committees
(a) The Board may establish committees from time to time as it may deem necessary. These committees shall report to and make recommendations to the Board from time to time. The Board shall have the power to change the members of any such committee either with or without cause.
(b) Each February the Board shall appoint a Nominating Committee that shall submit to the Board no later than April 1st of each year a slate of candidates for each office enumerated in Section 11 of this Article that is due to become vacant that year. The Secretary shall list the names of those candidates submitted by the Nominating Committee in the notice of the annual meeting and those names shall be placed in nomination for the respective office at the annual meeting.
(c) The Board may, by majority vote, appoint non-voting, ex-officio Directors to assist it in discharging its duties.
Article III: Fiscal Year
Section 1: Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January each year and shall end on the 31st day of December of each year.
Article IV: Fiscal Responsibility of the Club
Section 1
No individual or individuals shall use the name of the Club, its logo, or purport to represent the Club in any capacity without the authorization by the Board of Directors.
Section 2
All financial transactions shall be handled solely by the Treasurer or by his or her designee.
Section 3
The Club shall not be liable for any action taken by an individual or individuals unless they have been authorized to represent the Club by the Board of Directors.
Article V: Liquidation or Dissolution
In the event of liquidation or dissolution of the Corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds; and the balance from any source, after the payment of all debts and obligation by the Corporation, shall be paid and distributed, subject to the order of a court of proper jurisdiction as provided by law, to such non-profit organizations as may be designated by the majority of the Full members at the time of the dissolution, exclusively for the purposes within those set forth in Article V herein and within the intent of Section 501(c) of the Internal Revenue Code of 1954, and the regulations thereunder as they now exist or as they hereafter may be amended.
Article VI: Amendments
Except as provided in Article I, Section 7(c), all By-Laws of the Corporation shall be subject to amendment, alteration, or repeal; and new By-Laws, not inconsistent with any provisions of law, may be made by the affirmative vote of a majority of the Board.