ARTICLE I

STATEMENT OF PURPOSE

Section 1. The Piedmont Swing Dance Society, Inc. (“PSDS” or the “Society”) shall promote swing dancing in the Triad as a means of socialization, recreation, education, and artistic expression. The Society shall attempt to provide listings in its newsletters and upon its website for instructors and business establishments in the Triad area to promote swing music and swing dancing.

ARTICLE II

OFFICES

Section 1. Registered Office. The registered office of the Society shall be kept on record with the Office of the North Carolina Secretary of State. It shall be the responsibility of the then present Legal Counsel for the Society to act as Registered Agent and take such steps as are necessary to notify the Secretary of State of any changes in the Registered Address of the Society or the identity of the Registered Agent.

ARTICLE III

MEMBERSHIP

Section 1. Eligibility. Membership in PSDS shall be open to any person upon payment of annual dues.

Section 2. Classes. There shall be three classes of membership, as follows: single membership, family membership, and honorary single membership.

(a) Single Membership: open to any individual for a term of one year, starting from the month the dues are received by the Society.

(b) Family Membership: available for any two or more individuals living at the same address for a term of one year, starting from the month the dues are received by the Society.

(c) Honorary Single Membership: granted by two-thirds (2/3) majority vote of the Board of Directors to persons deemed to have provided exceptionally worthy service to PSDS, for such a term as is deemed just and proper by the Board of Directors in light of the services provided. If a family membership is desired by the honorary single member, the difference in the balance of the dues must be paid each year.

Section 3. Membership Duration. Membership duration shall be one year starting from the month the dues are received by PSDS.

Section 4. Membership Dues and Fees. Membership dues and fees shall be set by two-thirds (2/3) majority vote of the Board of Directors.

Section 5. Membership Records. The Society shall maintain an up-to-date listing of the name, street address, e-mail address, and telephone numbers of each member.

Section 6. Membership Rights. Each member shall be entitled to:

(a) Discounts to PSDS-sponsored events;

(b) A copy of the Society newsletter. In the case of Family Memberships, a single newsletter shall be provided per household;

(c) Access to an up-to-date copy of the PSDS Bylaws, which shall be made available upon the worldwide web;

(d) A copy of the minutes of all meetings of the Board of Directors upon written request and payment of two dollars ($2.00) plus the cost of the copies;

(e) Access to inspect PSDS financial records, books, or minutes of preceding meetings upon written request and within a reasonable period of time; and

(f) Such other benefits as the Board of Directors may from time to time deem just and proper.

Section 7. Transfer of Membership. Memberships in PSDS are not transferable with people in other swing dance societies.

Section 8. Termination of Membership. The Board of Directors, by an affirmative vote of two-thirds (2/3) of the Board members, may suspend or expel any member for good cause. Prior to a vote for expulsion or suspension of membership, the offending member shall be provided a hearing before the Board at which he will be given the opportunity to plead his case. Written notice of such a hearing shall be served upon the offending member at least twenty (20) days prior to the hearing. Any member suspended or expelled from PSDS shall not be allowed to participate in any PSDS sponsored activities.

Section 9. Resignation. Any member may resign his or her membership by filing a written resignation with the then Secretary or President of the Board of Directors. Membership fees which have been paid are non refundable.

Section 10. Annual Meetings. The annual meeting of members of PSDS shall be held in the month of January at a place to be designated by the Board of Directors for the election of directors and the transaction of general business. If the annual meeting may not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 12 of this Article III. A meeting so called shall be designated and treated for all purposes as the annual meeting. At such meetings, discussions should be limited to the business of PSDS.

Section 11. Special Meetings. Special meetings of the members may be called at any time by the President, three members of the Board of Directors, or the general membership. Upon request in writing, delivered to the then President or Secretary, and signed by a majority of the members or the directors, it shall be the duty of the President or Secretary to call for a special meeting of the members. The notice of such a meeting shall be published in the next scheduled newsletter, provided that the written requested was tendered to the officer not less than thirty (30) days prior to the printing of said newsletter. In all other cases, the notice of such a meeting shall be published by a special mailing. The special meeting shall be scheduled within thirty (30) days after notice has been published. If the President or Secretary fails to call such a meeting within the time frame set forward under these Bylaws, then the requesting members or directors may do so by giving written notice to the general membership in a fashion consistent with Section 12 of this Article III. Only those items of business specified in the notice of special meeting may be acted upon at such special meeting.

Section 12. Notice of Meetings. Written notice stating the time and place of the meeting shall be delivered not less than ten (10) days before the date of any members meeting, either personally or by mail, by or at the direction of the party or parties calling the meeting, to each active member of record entitled to vote at such meetings.

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member or a member of his or her household at his or her address as it appears on the record of the members of PSDS, with postage thereon prepaid. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted at the meeting unless otherwise required by law. It shall not be requisite to the validity of any meeting of the members that notice thereof shall have been given to any member who attends in person or by proxy, or who, if absent, waives notice thereof in writing filed with the records of the meeting either before or after the holding thereof. No notice of an adjourned meeting of members need be given.

Section 13. Quorum. At any meeting of the members, a quorum necessary to conduct the business thereof shall be ten percent (10%) of active members who may be present either in person or by proxy. In the absence of a quorum, the members present in person or by proxy at any meeting may by vote of a majority of the members so present adjourn the meeting from time to time, but not for a period of over forty-five (45) days at any one time, until a quorum shall attend. At any such 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.

Section 14. Proxies. Members may vote either in person or by a written proxy executed by the member and mailed to the Secretary of PSDS prior to the meeting. A proxy is only valid for the meeting in question and may not carry over from meeting to meeting.

Section 15. Voting. Each active member, in good standing, shall have one vote. A majority of those votes entitled to be cast by the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members except as otherwise herein provided. All members of PSDS are expected to cooperate fully on matters of policy adopted by a majority vote at any regular or special meeting of the membership.

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.

ARTICLE V
OFFICERS Section 1. Officers of the Corporation. The officers of PSDS shall consist of a President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may from time to time elect. Officers shall be elected by and from within the Board of Directors. No officer shall receive compensation for serving as an officer of PSDS.

Section 2. Election and Term. Election for the offices of President, Vice President, Secretary, and Treasurer shall be conducted by the Board of Directors at the first meeting of said Board following the annual meeting of the membership. Such officers shall hold office until their death, resignation, retirement, removal, disqualification or their successors shall have been elected and qualified. All other officers which the Board may from time to time elect, may be elected at any meeting of the Board at which there exists a quorum. Such additional officers shall sit for a term to be determined by the Board at the time of their election or until their death, resignation, removal, disqualification or their successors shall have been elected and qualified.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by a two-thirds (2/3) majority vote of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

Section 4. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 5. President. The President shall be the chief executive officer of the corporation. He or she shall, when present, preside at all meetings of the members. He or she shall have general management and direction of the affairs of the corporation and all powers ordinarily exercised by the President of a corporation. He or she shall have the authority to sign and execute in the name of the corporation all authorized contracts and other instruments. He or she shall annually prepare a full statement of the affairs of the corporation which shall be submitted at the annual meeting of the members. He or she shall perform all duties pertaining to his or her office which may be imposed upon him or her by the Board of Directors.

Section 6. Vice President. In the absence or disability of the President, all his or her authority and duties shall devolve upon and be exercised by the Vice President. In the event of the resignation, removal or the death of the President, the Vice President shall immediately call a meeting of the Board of Directors for the purpose of electing a new President to serve for the remaining unexpired term of the President. If at such meeting the Vice President shall be elected to serve as President, a new Vice President shall be elected at that meeting. He or she shall, when present, facilitate meetings of the Board of Directors.

Section 7. Secretary. The Secretary shall keep a record of all proceedings of PSDS and shall act as Secretary to the Board of Directors and keep the minutes of said Board. He or she shall have access to a complete and accurate list of membership of PSDS and shall see that all notices are given in accordance with these Bylaws. He or she shall have charge of all correspondence of the corporation. At each meeting of the Board of Directors and at each annual meeting of the membership he or she shall make a detailed report of the activities of his or her office. The Secretary shall perform any other duties required of him or her by the Board of Directors. The Secretary shall collect dues, contributions and assessments and deliver the same to the Treasurer.

Section 8. Treasurer. The Treasurer shall oversee all collection and disbursement of funds of PSDS. He or she shall approve invoices for payment and shall sign all checks payable in amounts above $100.00. He or she shall review the report of all monies received and paid out as prepared by the Membership Director prior to the presentation of such report at the monthly meetings of the Board of Directors. He or she shall collect the mail from the PSDS mail box and deposit the checks received therein. He or she shall submit to the Secretary a summary of PSDS finances at each monthly Board meeting and a comprehensive financial statement at the end of the corporation’s fiscal year. He or she shall file a financial statement for each fiscal year with the federal government, as required by the IRS.

ARTICLE VI
VOLUNTEER POSITIONS

PSDS shall have volunteer positions which may include, but are not limited, to the following positions. These volunteers are not required to attend regular meetings of the Board of Directors, but may be called upon to attend meetings in order to make such reports as the Board deems necessary. The volunteers may be on the Board and may be one of the officers.

Section 1. Selection and Term. Volunteers must be approved by a majority of the Board of Directors. Each volunteer shall serve in his or her capacity until his or her death, resignation, removal, disqualification or his or her successors shall have been elected and qualified.

Section 2. Dance Captain. The Dance Captain shall be responsible directly or by delegation for activities required for successful events with live music. This is a rotating position among a group of qualified volunteers, with duties set by the Board.

Section 3. Band Booker. The Band Booker shall:
(a) Book a band for live events or provide other music for other events;
(b) Enter into contracts with bands on behalf of PSDS;
(c) Provide copies of said contracts to the Treasurer and the band at least five days prior to the bands performance; and
(d) Maintain a record of fees paid to bands for use in future obligations.

Section 4. Newsletter Coordinator. The Newsletter Coordinator shall supervise publication of the newsletter and solicit written material and assure appropriate editing.

Section 5. Marketing Committee Chairperson. The Marketing Committee Chairperson shall create awareness of PSDS events for the membership and the general public and propose and implement ideas to create membership.

Section 6. Membership Coordinator. The Membership Coordinator shall:
(a) Process new member applications;
(b) Maintain the computer based membership records, including the name, address, phone number and termination date of all members; and
(c) Send reminder and welcome postcards to members.

Section 7. Webmaster. The Webmaster shall keep information on the PSDS website updated and current.

Section 8. Workshop Coordinator. The Workshop Coordinator shall oversee the coordination of all workshops and instructional events sponsored by PSDS.

ARTICLE VII
FINANCIAL POLICIES Section 1. Nonprofit Status. This corporation is designated as a nonprofit corporation as specified under Section 501(c)(4) of the Internal Revenue Code.

Section 2. Contracts. The Board of Directors may authorize any officer or agent of PSDS to enter into any contract in the name of and on behalf of PSDS, and such authority may be general or defined to specific instances.

Section 3. Payment of Bands. Checks for each month’s band shall be approved, written and signed by the President or Treasurer. Bands and performers will enter into a contract with PSDS, Inc. prior to their performance. Payment to bands will be in the form of a check and will be paid prior to a band performance as per the band contract. Any deviation from this will be stated in the contract. A copy of the signed contract will be provided to the Band Booker, Treasurer, and the Band at least five (5) days prior to the performance.

Section 4. Deposits. All funds of PSDS shall be deposited from time to time to the credit of PSDS to such checking accounts, savings accounts or other depositories that the Board may select.

Section 5. Gifts. The Board of Directors may accept on behalf of PSDS a contribution, gift, bequest or devise for the general or any special purpose of PSDS.

Section 6. Events. All events sponsored by PSDS must be designed to bring in sufficient funds to cover expenses. In no case will PSDS subsidize an event except with majority approval of the Board of Directors.

Section 7. Insurance. PSDS may purchase and maintain liability and/or errors and omissions insurance to protect the Board and officers against any liability asserted against or incurred by PSDS or its representatives.

Section 8. Prohibition Against Sharing in Corporate Earnings. No officer or employee of, or member of a committee of PSDS may purchase and maintain liability and/or errors and omissions insurance to protect the Board and officers against any liability asserted against or incurred by PSDS or its representatives.

ARTICLE VIII
GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of PSDS shall begin the first day of January and end the last day of December each year.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Act of the State of North Carolina or under the provisions of the Articles of Incorporation or Bylaws of PSDS, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 3. Amendment to the Bylaws. These Bylaws may be altered, amended or appealed and new Bylaws may be adopted by the general membership meeting by a majority vote of the members present. All such changes must be submitted in writing to the general membership at least 10 days prior to the meeting at which this vote is to be taken.

Section 4. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes and other evidences of indebtedness issued in the name of the corporation shall be signed and/or countersigned by such persons who from time to time shall be designated by a resolution of the Board of Directors.

Section 5. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6. Prohibition Against Non-Charitable Actions. No director, officer or employee of this corporation shall take any action or shall fail to act in such a manner as to result in a violation of law or the loss of status as a charitable organization under the current interpretation of Section 501(c)(3) of the Internal Revenue Code.

Section 7. Alcohol Policy. The Piedmont Swing Dance Society follows a no alcohol policy for all events. Alcohol may not be sold at any events, nor may it be brought in from outside. However, in its discretion, the Board of Directors, by a 2/3 vote of the members of the Board, may elect to hold an event at a venue which will serve alcohol if the Board believes that holding the event at that venue will be in the best interest of PSDS. All activities associated with the sale of alcohol at a PSDS event must be the responsibility of the venue. PSDS is prohibited from participating in any way in the sale of alcohol or in the checking of identification (“proofing”) of any attendees of the event.

Approved by Resolution of the Board of Directors the 17 day of August, 2003.

Secretary

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