CODE OF REGULATIONS OF
Cleveland City Country Dancers
A NONPROFIT CORPORTATION
ARTICLE I: DEFINITIONS AND PURPOSES
Section One. Definition of Regulations. These regulations constitute the code of rules adopted by the Corporation for the regulation and management of its affairs.
Section Two. Powers and Purposes. This Corporation will have the purposes or powers as stated in its Articles of Incorporation or any amendments made thereto, and whatever powers are or may be granted by the Non-Profit Corporation Law of the State of Ohio or any successor legislation.
ARTICLE II: OFFICES
Section One. Principle Office. The principal office of the Corporation in the State of Ohio shall be located in the City of Cleveland, Count of Cuyahoga.
Section Two. Other Offices. The Corporation may have such other offices, either within or without the County of Cuyahoga, State of Ohio, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
ARTICLE III: BOARD OF DIRECTORS
Section One. General Powers. The Board of Directors shall oversee the affairs of the Corporation and ensure that the decisions of the members are implemented consistent with this Code. The directors have the duty to act in the best interests of the Corporation.
Section Two. Structure of the Board of Directors. The Board of Directors of the Corporation will constitute a single class. All directors shall have equal standing on the board.
Section Three. Number, Tenure, and Qualifications. The number of Directors shall be five (5). Each director shall hold office until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. The term of service for each Board member shall be two years, except for two members elected the first year who will each only serve one year. The first year five members will be elected. At the end of the first year, the two members elected for one year will leave the Board of Directors and there will be an election to replace those two members. At the end of the second year, the other three members elected the first year will leave the Board of Directors and there will be elections to replace those three members, and so on. In this way, there will be some continuity from year to year on the Board. Each Director shall be a dues-paid full member of the Corporation. All Directors shall also serve as officers.
Section Four. Vacancies. The remaining Directors, though less than a majority of the whole authorized number of Directors may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term.
ARICLE IV: OFFICERS
Section One. Officers. The Board of Directors shall appoint from among themselves the following five (5) Officers: President, Vice-President, Treasurer, Secretary, and Member-at-Large. Officers shall attend the Business Meetings, General Meetings, Officer Meetings, and Annual Meetings. The Board of Directors may elect or appoint such other Officers as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The primary purpose of the Officers shall be to implement the decisions of the members. The officers shall have the power to:
A.) Make routine day-to-day decisions to implement decisions made by the membership.
B.) Hire people consistent with the decisions of the membership to conduct the classes, dances, and workshops.
Section Two. Disqualified persons. Any member that provides services to the Corporation should abstain from any vote to hire him or her.
Section Three. Removal of Officers.
A.) The general membership at a Business Meeting may suggest removing an Officer if said officer has been negligent in the performance of his/her duties, or misses two of the regularly scheduled Business Meetings in any three-month period for reasons other than illness or death in the family.
B.) A General Meeting shall be scheduled in not more than two weeks to consider the suggestion.
C.) The officer in question may then be removed by a 60% vote of those Full members present and voting. A quorum of 40% of all Full members shall be required to conduct the meeting.
D.) When an Officer has been removed, he or she shall also resign his or her seat on the Board of Directors.
E.) When the officer has been removed and resigns his or her seat on the Board of Directors, a new election shall be held as specified in ARTICLE V, Section 3.
Section Four. Duties of the President. The President
A.) Shall act as the chief executive officer of the Corporation.
B.) Shall act as the official spokesperson of the Corporation and as a liaison to the community.
C.) Shall chair the Business Meetings, the Special Meetings, and the General Meetings.
D.) Shall coordinate and facilitate the work of Board and Committee members, by keeping informed of and providing support services to their activities.
Section Five. Duties of the Vice-President. The Vice President
A.) Shall assume the duties of the President in the event of the President’s absence.
B.) Shall assist the President in facilitating the work of Board and Committee members, by keeping informed of and providing support services to their activities.
Section Six. Duties of the Treasurer. The Treasurer
A.) Shall maintain accurate accounts of the receipts and disbursement of the Corporation.
B.) Shall prepare and submit a written financial report – including a balance sheet – at least once every three months (quarterly), to be submitted at a Business Meeting and incorporated into the minutes for that meeting.
C.) Shall prepare other financial reports as requested by the Board and/or General Membership.
Section Seven. Duties of the Secretary. The Secretary
A.) Shall record the minutes of each Business Meeting, Special Meeting, and General Meeting. All minutes will be published for distribution and review at the following Business Meeting.
B.) In the absence of the Secretary, the President will appoint another officer to take minutes.
ARTICLE V: ELECTION OF DIRECTORS
Section One. The Directors and elected Officers shall be the same people. When running for a seat on the Board of Directors, each candidate shall designate that he or she will also be a Director if elected.
Section Two. Nominations.
A.) At a Business Meeting in December, an ad hoc Election Committee shall be appointed to begin soliciting nominations for new Directors.
B.) At a Business Meeting in January, nomination for new Directors will be accepted from the general membership. The nomination process shall be closed after this meeting.
C.) Any Full member is eligible for nomination.
D.) Each nomination shall be asked if they have a willingness to serve.
Sections Three. Elections.
A.) Election of Directors shall be held at the Annual Meeting in February. A quorum of 40% of the Full members shall be required in order to hold the meeting. Directors shall be elected by a majority of vote of the Full members present and/or voting.
B.) The Election Committee shall handle the election process as outlined in ARTICLE X, Section 3.
C.) Should any Full member be unable to attend an elections meeting, and absentee ballot may be obtained from the Chair of the Elections Committee. The ballot shall clearly indicate the names of all candidates, and how many Director Seats are to be filled. The ballot must be delivered to any member of the Election Committee in a sealed envelope prior to the election. All envelopes shall be opened at the meeting and all ballots counted with those of the full members present at the meeting.
D.) In the event of a tie for any office, a second vote shall be taken after discussion. The absentee ballots shall be recounted.
E.) In the event of a continuing tie, a runoff election shall be held at a specially called General Meeting within two weeks. All other rules governing elections, including absentee ballots, shall apply.
F.) In the event a Director’s seat becomes vacant for any reason, an “interim acting” Director shall be appointed by the Board of Directors. A General Meeting shall be scheduled at the next Business Meeting for not more than a month away, to hold a special election. Other nominations may be accepted at the Business Meeting. All rules governing elections shall apply.
ARTICLE VI: MEMBERSHIP
Section One. Membership shall be open to any person who supports the purposes of the corporation, regardless of race, religion, ethnic background, age, gender, or sexual orientation. The membership shall vote on all decisions affecting the Corporation or its membership.
Section Two. Membership Categories.
A.) Full Member: A person who has attended at least six paid square dance classes or has completed full Basic Level Classes, and who pays instructional or dance fees and membership dues. Full members shall be given a Cleveland City Country Dancers badge, at the corporation’s expense. (rev. 11/03)
B.) Associate Member: A person who has attended at least three dance lessons and pays instructional fees.
Section Three. Membership Privileges.
A.) FULL Membership includes fellowship in the group, participation in activities and special events, communications of pertinent events, voting privileges at Business Meetings, Special Meetings and General Meetings, the right to serve on the Board, and to serve on committees. (rev. 11/03)
B.) ASSOCIATE Membership includes fellowship in the group, participation in activities and special events, communication of pertinent events, and the right to serve on committees. (rev. 11/03)
ARTICLE VII: MEETINGS
Section One. Business Meetings.
A.) A majority of the Directors must be present in order to hold a Business Meeting.
B.) Business Meetings shall be held at least once a month after a square dance class whenever possible.
C.) All Full members attending shall consider and vote on all issues.
D.) All decisions affecting the Corporation and its membership shall be made at the Business Meeting, except as stated elsewhere within this Code.
E.) Any issue not resolved during the discussion at not more than two Business Meetings, shall be resolved at a Special meeting, or at the next General Meeting.
F.) Prior to the beginning of discussion on any motion or item on the agenda, a time limit per individual may be set by vote of those members present.
G.) ROBERT’S RULES OF ORDER shall be the governing rules for the conduct of the meetings, except as specifically covered by this Code, its Bylaws or amendments.
Section Two. General Meetings.
A.) General Meetings can be called for the purposes of electing Officers, voting on proposed amendments to the Code, and/or considering the removal of an Officer.
B.) A General Meeting may be called by the general membership in a Business Meeting, or by the Officers, or by a 20% referendum of the full membership.
C.) A quorum of at least 40% of all Full members shall be required to conduct a General Meeting.
D.) Associate members may attend and discuss, but may not vote.
E.) Each Full member shall be entitled to one vote. Should any Full member be unable to attend the meeting, a vote by proxy may be cast. The proxy vote shall clearly state the issue, and the vote: “in favor” or “opposed.” The proxy must be delivered to any Board member in a sealed envelope prior to the General Meeting. All proxy envelopes shall be opened by the Board and counted along with the votes of those Full members in attendance.
F.) A simple majority shall be required to pass any motion not specifically related to the election or replacement of directors/officers, or passage of amendments to this Code.
G.) ROBERT’S RULES OF ORDER shall be the governing rules for the conduct of meetings, except as specifically covered by this Code, its Bylaws or its amendments.
Section Three. Special Meetings.
A.) Special Meetings of the Board of Directors may be called by the president, any vice president, or any two Directors, in the event of an emergency, when a decision affecting the corporation or its membership must be made immediately.
B.) All Directors must be notified of the meeting.
C.) A majority of the Directors must be in attendance in order to hold a Special Meeting. The meeting may be held by telephone if absolutely necessary.
All decisions of the Directors taken alone at a Special Meeting must be confirmed at the next Business Meeting.
Section Four. Annual Meeting.
A.) A regular Annual Meeting of the Board of Directors, “a General Meeting”, shall be held without other notice than this regulation. The Annual Meeting shall be held at the principal offices of the Corporation, on the second Monday in the month of February of each year, beginning with the year 2002, at the hour of 6:00pm., for the purpose of electing Directors and for the consideration of reports. If the day fixed for the Annual Meeting shall be a legal holiday in the State of Ohio, such meeting shall be held on the next succeeding business day.
B.) If the Annual Meeting is not held or Directors are not elected thereat, they may be elected at a special meeting called for that purpose.
Section Five. Officers Meetings.
A.) Officers Meetings will be held at least once a month at a time and place set by the President after consultation with the Officers.
B.) The purpose of the Officers Meetings is to assist the Officers in making the routine daily decisions that implement the decisions of the members, to keep the officers informed of one another’s committee work and other activity on behalf of the Corporation, and when deemed advisable, to prepare recommendations to the membership about new or better ways to achieve the Corporation’s purposes.
C.) All Officers must be notified at least twenty-four hours before the meeting.
ARTICLE VIII: DUES AND FEES
Section One. Dues and instructional fees shall be determined by the general membership at a Business Meeting in February.
Section Two. The membership period runs from the first of March to the end of February.
Section Three. The general membership, at a Business Meeting, shall determine the methods for collection of dues and fees.
Section Four. Membership dues shall be prorated for any person who finishes twenty lessons after March, or who wishes to join the Corporation mid-year.
Section Five. A majority vote of the Directors may decide to waive or alter an individual’s class instruction fees or membership dues for reasons of financial hardship. Complete confidentiality on the part of the Directors will be required in these cases; therefore these decisions shall be exempt from Article VII, Section 1C.
ARTICLE IX. EMPLOYEES AND VOLUNTEERS
Section One. The general membership in a Business Meeting may elect to financially compensate individuals for square dance instruction, calling, or other related work of a specialized nature.
Section Two. Instructors shall be accountable to the Board.
Section Three. Contracts may be issued to instructors outlining the duties and responsibilities of each party.
Section Four. The instructors, paid or volunteer, shall meet at least twice a year with the Board to review lesson plans, coordinate class schedules, review accomplishments, review performance, and discuss any other concerns relating to instruction.
Section Five. Removal. Any employee or volunteer may be removed by the Board with or without cause whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the employee so removed.
ARTICLE X. COMMITTEES
Section One. Establishment of Committees.
A.) The general membership at a Business Meeting shall appoint whatever committees are necessary to facilitate the business of the Corporation. Any committees may be disbanded upon completion of its duties or at the will of the general membership
B.) After the first committee meeting, a list of the committee members shall be given to the Board.
Section Two. All committees shall appoint a representative to report to the general membership at the monthly Business Meeting or at a General Meeting when appropriate.
Section Three. Election Committee.
A.) This committee shall be temporary. Its sole purpose shall be to conduct fair nominations and elections in the time frame allowed by the Code. The committee shall cease to exist upon completion of the election process and final reporting to the general membership.
B.) Members of this committee shall not be eligible for nomination or election to the Board, but may be current Directors not up for election.
C.) The committee shall be responsible for soliciting names of nominees in the manner put forth in this Code, as well as announcing upcoming elections.
D.) The committee shall ensure that all nominees have a willingness to serve.
E.) Only the Election Committee shall collect ballots, count votes and announce results.
Section Four. Fly-in Committee.
A.) This committee shall be responsible for handling all aspects for the annual “LOAD THE BOAT” Fly-in.
B.) This committee shall be subject to all provisions in ARTICLE XI concerning finances.
C.) The committee shall provide financial and progress reports to the general membership at each Business Meeting.
D.) The committee shall submit in writing at least six (6) months prior to the Fly-in, a budget proposal to be approved by the Full Membership at a Business Meeting. Any subsequent expenditure of more that 10% in excess of budgeted amount must also be approved by the Full Membership.
E.) A complete written financial report shall be submitted to the general membership at the Business Meeting within forty-five (45) days of the completion of the Fly-in, detailing all income and expenditures. Receipts for all expenditures shall accompany this report.
ARTICLE XI. FINANCES
Section One. A low cost, preferably interest bearing, checking account shall be maintained with any chartered bank, for the Corporation’s funds. The Treasurer and two other Officers shall be on the bank signature card. The signatures of the Treasurer and one other Officer shall be required to withdraw funds from the account.
Section Two. A separate bank account may be kept for the funds of the Fly-in. Regardless, separate accounting shall exist in the Treasurer’s records for Fly-in funds. If a separate account is opened, the withdrawal of funds will require the signature of the Treasurer and on authorized Officer.
Section Three. The general membership, in a Business Meeting, may authorize the Treasurer to establish an operating fund (petty cash) for routine expenses.
Section Four. Allocation or disbursement of Corporation funds shall require a majority vote of the general membership in a Business Meeting.
Section Five. Any individual who is to receive money for working for the Corporation shall not be eligible to vote on such compensation issues.
ARTICLE XII. USE OF CORPORATION NAME AND LOGO
Use of the Corporation name or logos for sponsorship or promotion of any person, social event, other organization or political event must be approved by the general membership in a Business Meeting.
ARTICLE XIII. MEMBERSHIP IN I.A.G.S.D.C.*
*International Association of Gay Square Dance Clubs
Section One. The Corporation shall maintain membership in IAGSDC.
Section Two. The Treasurer shall be responsible for paying the IAGSDC membership fee in a timely manner.
Section Three. The general membership at a Business Meeting shall appoint a representative and an alternate to the annual IAGSDC conference.
ARTICLE XIV. INSPECTION OF RECORDS.
Section One. Any full member may inspect all books and records of the Corporation.
Section Two. The Board shall make the books and records of the Corporation available to any Full member at a reasonable time and place. Reasonable time shall be at least one week’s notice.
ARTICLE XV. BYLAWS AND STANDARD OPERATING PROCEDURES.
Section One. The Corporation may adopt Bylaws, provided that such Bylaws do not conflict with any section of this Code.
Section Two. Any Full member at any Business Meeting may submit, in writing as a motion, a proposed amendment to the Bylaws. Whether seconded and discussed or not, it shall become a part of the minutes of the meeting.
Section Three. If seconded and discussed, the proposed amendment must be put to a vote at the next Business Meeting. A majority vote (50% + 1) of the attending general membership is necessary to amend the Bylaws.
Section Four. The Bylaws are a separate document that supplements the Code by more fully defining the responsibilities of the officers and committees.
Section Five. The purpose of assembling and recording the Standard Operating Procedures (or SOP’s) of a Board member of a committee is to ease communication and continuity as officers change. SOP’s may take the form of informal notes, copies of emails and other correspondence, telephone numbers, and other written records as needed.
Section Six. The Standard Operating Procedures of Board members and committees may not conflict with any section of this Code, or with the Bylaws.
ARTICLE XVI. AMENDMENTS.
Section One. An amendment is a change, addition or deletion to any provision of this Code.
Section Two. Any Full member at any Business Meeting may submit in writing, as a motion, a proposed amendment to the Code. Whether seconded and discussed or not, it shall become a part of the minutes of the meeting.
Section Three. If seconded and discussed, the proposed amendment must be put to a vote at the next General Meeting which shall be no sooner that two weeks. A quorum of 40% of Full members must be present in order to vote on amendments.
Section Four. Amendments to the Code shall require a 2/3 affirmative vote of those Full members present and/or voting at a General Meeting.