By Laws

ARTICLE I: GENERAL

Section 1: Name. The name of this organization shall be Times Squares Square Dance Club, Inc.

Section 2: Purpose. This is a not-for-profit organization whose purpose shall be to encourage and provide social, educational, and recreational opportunities within the framework of Modern Western Square Dancing for the gay and lesbian community.

ARTICLE II: MEMBERSHIP

Section 1: Membership. Membership shall be open to any Mainstream level square dancer who supports the purpose of the organization and (a) has graduated a Mainstream class sponsored by the organization, or (b) has filed an application for membership with the organization¹s Secretary and has demonstrated to the satisfaction of the Board of Directors a proficiency in the full Mainstream program as defined by Callerlab.

Section 2: Dues [as amended 12/2010]. Membership shall be contingent upon payment of dues. Dues, and the date by which they must be paid, shall be set by the Board of Directors. The terms “member” and “membership” used throughout these bylaws shall refer specifically to members whose dues have been paid.

Section 3: Meetings. The Annual Meeting of the members shall be held each year in the month of January at a time and place determined by the Board of Directors. A Special Meeting of the members may be called by the Board of Directors or by written petition of one-third of the members of the organization. The actions that may be taken at a Special Meeting of the members shall be limited to amending these bylaws and removing Directors. A minimum of one week advance notice shall be given to the members for all meetings of the members.

Section 4: Quorum. At all meetings of the members, except as otherwise provided in these bylaws, a majority of the membership shall constitute a quorum for the transaction of business.

Section 5: Voting. At any meeting of the members, except as otherwise provided in these bylaws, each member present shall be entitled to one vote. Voting by proxy shall not be allowed.

Section 6: Governance. Robert¹s Rules of Order shall be the governing authority in instances of dispute not covered by these bylaws.

ARTICLE III: BOARD OF DIRECTORS

Section 1: Number and Duties. The Board of Directors shall consist of seven Directors, three of whom shall be the Officers of the organization. The Directors shall take an active part in the leadership of the organization, set policies for the organization, serve on such committees as may be formed from time to time, and be responsible for the management of the organization.

Section 2: Nominations [as amended 12/2010]. Any member of the organization may be nominated for the position of Director. Nominations shall be submitted in writing to the Election Committee by November 1st.

Section 3: Elections [as amended 12/2010]. A written ballot with the names of all nominees who are eligible and willing to serve, together with short biographical statements about the candidates, will be mailed to all members by December 1. Ballots shall be returned by mail or in person to the Election Committee by December 31. The ballots will be opened and counted, and the results announced, at the Annual Meeting.
Members shall cast votes for as many candidates as are needed to fill the vacancies, and those candidates receiving the greatest numbers of votes shall be deemed to be elected until all vacancies have been filled. If any vacancies with only a one-year term remaining must be filled, they will go to the elected candidates receiving the fewest votes. In the event of a tie vote affecting an election, a run-off election between those candidates who tied will be held at the Annual Meeting.

Section 4: Term of Office [as amended 5/95]. Each Director shall hold office for a term of two years, with four of the terms expiring in even-numbered years and three expiring in odd-numbered years. Each Director shall hold office until the expiration of the term for which he or she was elected, or until he or she has resigned or been removed.

Section 5: Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the Directors then in office, even if this is less than a quorum. In such cases, the person appointed shall hold office only until the vote at the next Annual Meeting.

Section 6: Resignations. Any Director may resign from office at any time by delivering a resignation in writing to an Officer.

Section 7: Removal [as amended 12/2010]. Any Director may be removed by a two-thirds vote of the Directors then in office, even if this is less than a quorum, or by a majority vote of a Special Meeting of the members of the organization.

Section 8: Meetings. Regular meetings of the Board of Directors shall be held once a month. Special Meetings of the Board of Directors shall be held when called by any Director. Meetings of the Board of Directors shall be open to all members of the organization; however, only Directors shall be allowed to vote.

Section 9: Quorum.
Five Directors shall constitute a quorum.

Section 10: Voting. Voting by proxy shall not be allowed.

Section 11: Action by the Board of Directors.
Except as otherwise provided in these bylaws, the majority vote of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors.

ARTICLE IV: OFFICERS

Section 1: Officers. The Officers of the organization shall be President, Secretary, and Treasurer. They shall be selected by the Directors from among themselves.

Section 2: President: Duties.
The President shall preside at meetings of the members, preside at meetings of the Board of Directors, and carry out such other duties as may be delegated by the Board of Directors. In the absence of the President at any meeting, an acting chair shall be chosen by the Directors present.

Section 3: Secretary: Duties. The Secretary shall maintain a list of members and committees, prepare correspondence for the organization, give notice of meetings, record and report the minutes of meetings, and carry out such other duties as may be delegated by the Board of Directors.

Section 4: Treasurer: Duties. The Treasurer shall maintain full and accurate accounts of the receipts and disbursements of the organization, be responsible for making deposits for and paying the bills of the organization, maintain an inventory of the property of the organization, give a statement of the organization¹s finances at the regular meetings of the Board of Directors, provide a written financial report at the Annual Meeting of the members, and carry out such other duties as may be delegated by the Board of Directors.

ARTICLE V: COMMITTEES

Section 1: Election Committee [as amended 12/2010]. The Election Committee shall be formed by the Board of Directors by September 1. The Election Committee shall have no fewer than three members, selected from the members of the organization. Members of the Election Committee who accept nomination to run for the Board of Directors must resign from the Election Committee. The Election Committee shall verify the eligibility and willingness of each nominee to serve.

Section 2: Other Committees. The Board of Directors shall establish such other committees as it deems necessary.


ARTICLE VI: CONTRACTS, CHECKS, AND BANK ACCOUNTS

The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the organization and shall determine who shall be authorized in the organization¹s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents.

ARTICLE VII: BOOKS

There shall be kept books of account of the activities and transactions of the organization, including a minute book, which shall contain a copy of these bylaws and all minutes of meetings of the members and the Board of Directors. These books shall be made available upon request for inspection by any member of the organization.

ARTICLE VIII: AMENDMENTS

Any member may propose an amendment to these bylaws by submitting it in writing, together with the rationale for it, to the Board of Directors. If a majority of the Board approves, or if the proposal is endorsed in writing by at least 25 members, the proposed amendment and its rationale shall be sent to all members for their vote. An amendment shall be adopted upon an affirmative vote of at least two-thirds of the members who return ballots within one month of the mailing, provided that a majority of the membership is represented in the affirmative vote.

ARTICLE IX: DRESS CODE

The organization recognizes that in the world of square dancing there is an appropriate style of dress. The organization has determined the following to be its policy on acceptable attire.

Section 1.
For any class or club night, dance, or exhibition sponsored during a club night by the organization, there is no required form of dress imposed on any participant. This is to be interpreted in the broadest possible terms.

Section 2.
For the purpose of exhibitions outside the organization where the organization is being represented by the participants, the participants will wear club shirts and matching long pants or shorts. Women participants have the additional option of wearing club shirts with club skirt or with plain black square dance skirt.

Section 3. The organization has adopted an official club shirt and T-shirt. All members are encouraged to purchase the club shirt and T-shirt and to wear them as often as possible, especially when participating in square dance activities outside the organization. This is good advertising for the organization.
When club members participate in square dance activities not sponsored by the organization, the organization strongly encourages those members to dress in attire that is considered appropriate by the sponsoring club or organization. In all instances where a club member is representing the organization, the club shirt and matching long pants should be worn.

As of December 2010