Bylaws of the Piedmont Swing Dance Society, Inc.
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ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of PSDS shall be managed by its Board of Directors, except as otherwise provided by statute, by the Charter or by these Bylaws.

Section 2. Number, Term and Qualifications. The number of directors constituting the Board of Directors shall be eleven (11). Each director so elected shall hold office until his or her successor has been elected and qualified, or until such time as he or she may voluntarily resign his or her seat. Directors shall serve for a term of two years. Directors must be residents of North Carolina, must be members of PSDS, and must be at least 18 years of age.

Section 3. Elections. Elections of the directors will be held during the PSDS sponsored dances during the month of March each year. One-half of the total number of directors will be elected each year [six (6) the first year, alternating with five (5) in subsequent years] so that one-half of the Board of Directors will remain stable each year and the full Board of Directors is replaced or re-elected every two years.

Nominations will be taken throughout the month of January preceding the election. A candidate must be nominated by at least two members to be included on the ballot. Any candidate so nominated may submit a brief biography and picture to be published to the general membership prior to the election, provided, however, that any bio or picture submitted less than twenty (20) days prior to the election may be rejected.

Section 4. Meetings. The Board of Directors shall meet at least once a month at a regular time and date to be determined by the then sitting Board of Directors. In addition, the Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors.

Directors are expected to attend all meetings of the Board of Directors. The Board of Directors reserves the right to review and upon a two-thirds (2/3) vote of the full Board censure or remove from office any member of the Board who, for any reason and regardless of notice, has failed to attend three regular meetings of the Board of Directors within a six month period. Moreover, any director missing three regular meetings of the Board within a six month period without having given prior notice to the President or Vice President shall automatically forfeit his or her seat on the Board of Directors, provided, however, that the majority of the remaining members of the Board of Directors may elect to waive the automatic forfeiture provision of this section on a case-by-case basis.

Section 5. Notice of Meetings. Regular meetings of the Board of Directors may be held with one (1) week's notice. The person or persons calling a special meeting of the Board of Directors shall, at least five days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver or notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum. A two-thirds (2/3) majority of the number of directors fixed by these Bylaws and then presently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided in the Bylaws, the act of the majority of the directors then present at a meeting at which a quorum is present shall be the act of the Board of Directors.

The following decisions require a two-thirds (2/3) vote of the full board:
(1) Financial commitments over five hundred dollars ($500.00).
(2) Motions to limit debate on any subject.
(3) Major policy decisions (e.g. removing the ban on smoking or alcohol at PSDS sponsored events). The determination of which policy decisions are by definition major decisions thus requiring a supermajority shall be left to the determination of the President of the Board. The determination of the President in this matter may be overturned by a simple majority vote.
(4) Removing a Board Member from Office.
(5) Expelling a member or suspending membership.
(6) Awarding an honorary membership.

Section 7. Vacancies. Any vacancy occurring on the Board of Directors by those elected by the membership may be filled by the affirmative vote of the majority of the remaining directors even though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the authorized number of directors or by reason of the removal of a director by the Board shall be filled only by election of the general membership at an annual meeting or at a special meeting of members called for that purpose.

Section 8. Informal Action. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Action taken by a committee duly appointed by a majority of the Board shall be deemed Board action, provided that such actions were within the scope of the authority given to the committee.

Section 9. Compensation. No Board member may receive any financial compensation from PSDS except: Directors who serve for twelve (12) consecutive months shall be granted a one year honorary single membership to commence at the end of this period of service.

 
P.O. Box 39354, Greensboro, NC 27438  -  (336) 508-9998
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