BYLAWS
of the
NORTHERN LIGHTS COUNCIL OF DANCERS, INC.
As Amended 9/11/2000, updated 10/16/2004
ARTICLE I
OFFICES
The principal office of the Corporation shall be located at Pioneer Park, Airport Way, Fairbanks, Alaska.
ARTICLE II
MEMBERSHIP
Section 1. Members. The members of the corporation
shall consist of square, round or folk dance clubs north of the Alaska Range.
Section 2. Election of Members: Any club interested in becoming a member or
associate member of the corporation shall submit a written and signed application
to the secretary of the Corporation. Each application shall be considered by the
board of directors at its regular or any special meeting and approved or disapproved.
Applicants whose applications are approved shall become members of the corporation
on payment of the required initiation fee and dues.
Section 3. Voting Rights. All paid up members of the clubs in good standing
shall be entitled to one (1) vote on each matter submitted to a vote of the members
at the Annual and/or special General Membership Corporation meetings. Associate member
club members do not have a vote at any membership meetings.
Section 4. Termination of Membership. Member clubs automatically assume an
inactive and non-voting status if club activities are suspended or terminated for
a period of four (4) months.
Section 5. Reinstatement. On written request by a former member and filed
with the secretary, the board of directors, by the affirmative vote of 2/3 of the
members of the board, may reinstate such former member to membership.
ARTICLE III
Section 1. Annual Meeting. An annual meeting of the
members shall be held at Pioneer Park on/or before the first of October in each
year, beginning with the year 1987 for the purpose of transacting such business as
may come before the meeting.
Section 2. Notice of Meetings. Written notice stating the place, day, and
hour of any meeting of members shall be delivered either personally or by mail or
e-mail to each member entitled to vote at such meeting, not less than ten (10)
nor more than seventy (70) days before the date of such meeting. In case of a special
meeting, the purpose for which the meeting is called shall be stated in the notice.
Meeting notices shall also be posted at the hall 30 days prior to the meeting.
Section 3. Quorum. Those members present shall constitute a quorum.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Corporation shall be managed by
its board of directors.
Section 2. Number, Tenure, and Qualifications. The number of directors shall
be one (1) per active club that holds their regular dances in the square and Round
Dance Center in Pioneer Park. Directors shall be elected by the member club each represents,
and the term of office of each director shall be for two (2) years. Directors shall
assume office at the next annual meeting following their election. The Golden Heart
Round Dancers, Contra Borealis Dancers and Ballroom Club will elect their director
in even numbered years; the Prospector Squares, Santa's Square & Round Dance Club and Taoist Tai Chi will elect their
director in odd numbered years. A new member club shall elect their director in the
year in which they gain membership if there is an even number of directors, or in
the year in which a minority of directors are elected if there is an odd number of
directors. Associate member clubs may elect a non-voting representative to the Board
of Directors. The Superintendent of Pioneer Park shall be an ex-officio member
of the Board of Directors with no vote.
Section 3. Regular Meetings. The board of directors shall provide, by resolution,
the time and place for holding regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meeting of the board of directors may
be called by or at the request of the president or any three (3) voting directors,
and shall be held at the principal office of the Corporation or at such other place
as the directors may determine.
Section 5. Attendance. If a director misses three (3) consecutive meetings
without a valid excuse, his office will be considered vacant. The affected club shall
be notified of their director's status. All paid up general members of the active
clubs may attend any of the regular or special corporation meetings. (Members will
be able to comment at the designated agenda time but will not have a vote.)
Section 6. Voting Rights. Each director shall be entitled to one (1) vote
on each matter submitted to a vote of the directors. If the duly elected director
of a club will be absent from a regular meeting, the member's club may appoint in
writing an acting director with full proxy to represent that director in that meeting.
Associate member club representatives do not have a vote.
Section 7. Notice. Notice of any special meeting of the board of directors
shall be given at least two (2) days previously thereto. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting.
Section 8. Quorum. A majority of the board of voting directors shall
constitute a quorum for the transaction of business at any meeting of the board;
but if less than a majority of the voting directors are present at any meeting,
a majority of the directors present may adjourn the meeting from time-to-time without
further notice.
Section 9. Vacancies. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of directors,
shall be filled by appointment by the member club in which the vacancy occurred.
A director appointed to fill a vacancy shall serve for the unexpired term of his
predecessor.
Section 10. Compensation. Directors as such shall not receive any stated salaries
for their services.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Corporation
shall be president, vice president, secretary, and treasurer.
Section 2. Election and Term of Office. The officers of the Corporation shall
be elected annually by the board of directors at the regular annual meeting of the
board of directors. Each officer shall hold office until his successor has been duly
elected and qualified.
Section 3. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, may be filled by the board of directors
for the unexpired portion of the term.
Section 4. Powers and Duties.
President: The President of the board shall preside at all meetings, be an ex-officio
member of all committees, and have the powers and authority and shall perform and
discharge all other duties evolving upon the office.
Vice President: The Vice President shall perform all the duties of the President
in his absence, serve as parliamentarian and have the powers and authority and shall
perform and discharge all other duties evolving upon the office.
Secretary: The Secretary shall keep the corrected minutes of all meetings, the official
membership list, list of standing and special committees and all corporate documents.
He/She shall conduct the Corporation's correspondence and have the powers and authority
and shall perform and discharge all other duties evolving upon the office.
Treasurer: The Treasurer shall keep correct and complete books and records of account
for the corporation. He/She shall collect and deposit all monies, pay all bills,
and prepare written financial reports. He/She shall have the powers and authority
and shall perform and discharge all other duties evolving upon the office.
All books and records of the Corporation may be inspected by any member, or his agent
or attorney, for any proper purpose at any reasonable time.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall begin September 1 in each year and end at midnight on August 31 of the following year.
ARTICLE VII
DUES
Section 1. Annual Dues. The board of directors shall
determine from time-to-time the amount of initiation fee, if any, and annual dues
payable to the Corporation by members, and shall give appropriate notice to the members.
Section 2. Payment of dues. Dues shall be payable in advance on the first
day of September in each year.
Section 3. Default and Termination of membership. When any member is in default
in the payment of dues for a period of three (3) months from the beginning of the
period for which such dues become payable, his membership may thereupon be terminated
by the board of directors after appropriate notice.
ARTICLE VIII
COMMITTEES
Section 1. Standing Committees. The board of directors
shall establish a Building Committee, an Audit Committee, a Council Committee and
such other standing committees as are deemed necessary to carry on the work of the
corporation.
Section 2. Building Committee. The Building Committee shall be comprised of
the treasurer and five (5) other members who shall be appointed by the President
promptly after each Annual Meeting. It shall be the duty of the Building Committee
to attend to the maintenance and mechanical operation of the Farthest North Square
and Round Dance Center in accordance with the lease between the Corporation and the
Fairbanks North Star Borough and in accord with other duties delegated by the board
of directors. The Building Committee shall report to the board of directors for any
operating, maintenance or improvement monies required in its operation.
Section 3. Audit Committee. The Audit committee shall be appointed by the
President and consist of no less than three (3) members. The Audit Committee's duties
shall be to audit the books and present the results at the next Annual General Membership
Meeting.
Section 4. Council Committee. The Council committee shall consist of one member
per active club, elected by the member club. The term of office shall be one (1)
year from the annual meeting to the next annual meeting of members and the election
of his or her successor. It shall be the duty of the Council Committee to promote
and coordinate square and round dance activities of the member clubs.
ARTICLE IX
AMENDMENT OF BYLAWS
Any of these by laws may be amended, rescinded, repealed, or altered, or additional bylaws may be adopted, by affirmative vote of 2/3 of a simple majority of the voting power of the corporation at any Annual Meeting or at any Special Meeting or by written ballot if complete and accurate details as to proposed changes in the by laws are set forth in writing one (1) month in advance of such vote.
Current officers/members of the Northern Lights Council of Dancers, Inc. are: