CORVETTE CITY BOP & DANCE CLUB, INC.
(As amended 08/25/2014)
STATEMENT OF PURPOSE
Corvette City Bop & Dance Club (hereinafter referred to as “CCBDC” and/or “the Club”) was founded by a group of individuals with a common interest known as bop, shag, swing, and jitter bug dancing. The CCBDC is a dance organization dedicated to the preservation of these styles of dancing. The CCBDC also enjoys other styles of social dancing such as line dancing and various types of ballroom dancing and strives to promote the music that accompanies all of these styles of dance. The Club provides lessons for both beginner and veteran dancers. Instructions are given by certified instructors as well as the occasional member wishing to share their experience.
(a) Principal Office. The principal office of CCBDC shall be at the address of the current Treasurer of CCBDC.
(b) Registered Office. The registered office of CCBDC required by the Kentucky Nonprofit Corporation Act to be maintained in the Commonwealth of Kentucky may be, but need not be, identical with the principal office in the Commonwealth of Kentucky, and the address of the registered office may be changed from time to time by the Board of Directors. The address of the registered agent of CCBDC shall be identical to such registered office.
(a) Members. Membership in the CCBDC is open to any individual past the age of 20 with like dancing and music interest, regardless of race, ethnicity, gender, and/or marital status. Individuals desiring to join the CCBDC shall be required to complete a membership application which will be provided by the Club Secretary upon request. Once the individual has completed and submitted the application along with the required dues no further action will be required. The member will be in good standing until the beginning of the next calendar year.
In the event that the CCB&DC rejects a membership application the dues submitted will be returned.
Members shall be eligible for lesson discounts, door prizes, and all club sponsored contest. Members will receive a monthly newsletter and have access to the Club’s website.
The membership database is proprietary, confidential and shall be used only for CCBDC purposes. The complete and current membership database (names, addresses, phone numbers, email addresses, etc.) is to be in the possession of only the Club’s elected officers or person(s) to whom the President or a majority of a quorum of the Board selects.
(b) Dues. The Board of Directors will determine the annual membership dues which are intended to cover a portion of the cost of operating the Club. In addition, the Board of Directors has the right to allow members of out-of-town clubs to attend the Club’s social functions at the same rate as CCBDC active members in good standing. Annual membership dues are for the calendar year (January through December). Any person becoming a member as of July 1st or later will pay one-half of the annual dues.
The CCBDC reserves the right to eject, from any event, any person that displays inappropriate behavior, without a refund or an appeal. Should a member’s conduct ever become disruptive, offensive, or in any way undesirable, the following actions will be taken:
- A board meeting will be called to discuss the matter in detail.
- A decision on the action to be administered will be made.
- If at least three/fourths of the elected officers agree, the member in question may have their membership revoked and asked to leave the Club and not return.
The President or the Board of Directors must give prior approval for any member of the Board who communicates in any way with third parties of any kind, and who, because of the nature of their Board position, purport to speak for or on behalf of the Club on any matter where a commitment or obligation may be inferred or stipulated. This does not preclude routine requests for information or questions about the Club providing the nature of the communication does not involve commitment or obligation of any kind on the part of the Club.
Member meetings will be held quarterly in the following months: February, May, August and November. The Board will conduct club business through regular meetings, special meetings, committees, or other methods. The business and affairs of the Club specified herein shall be conducted at any duly constituted meeting. A duly constituted meeting means any regular or special meeting of the Board or any of its committees as provided for herein. A director or member shall be considered in attendance at a meeting if that director or member is present in person or by telephone. The President or a majority of the Board can call a special meeting. With the exception of emergencies, at least three (3) days’ notice must be given to all board members. The purpose of the meeting must be stated in the notice. The Board shall meet at least once each quarter or as deemed necessary by the President at a place and time to be designated by the President. These meetings are open to the general membership but only the members of the Board of Directors may vote. Special board meetings may be called by the President or at the request of the majority of the Board to address an issue of the CCBDC. These meetings are open to the general membership, but only the Board members may vote. [Notice of these meetings may be posted in the newsletter or on the CCBDC website but the Board members only will be notified directly.] . Executive board meetings may be called by the President or at the request of the majority of the Board to address issues that are extremely sensitive to the wellbeing of the CCBDC. These meetings are not open to the general membership and minutes of Executive board meetings are available only to current and future board members. Special membership meetings may be called by the President or by 20% of the membership in the form of a signed petition presented to the President for the purpose of addressing an issue of the CCBDC. The general membership shall have one week’s notice with an explanation of the issue being discussed. Members will then vote on the issue. All meetings basically shall follow acceptable Robert’s Rules of Order. Order of business at meetings shall be as follows:
1. Approval of minutes from proceeding meeting
2. Approval of Treasurer’s Report
3. Committee Reports
4. Old or Unfinished Business
5. New Business
The CCBDC agrees to hold harmless each of the elected officers with regard to responsibility for accidents or injuries, known or unknown, whether present or absent from any formal or informal meeting of the Club membership.
Members in good standing may hold any elected office after being a paid member for not less than six (6) months prior to being elected. CCBDC officers will serve compatible dual roles as the corporate directors. Officers may hold multiple positions as needed to ensure that the best interest of the Club is maintained. Officers will be elected by a simple majority of the membership present at the yearly May membership meeting. Officers will serve 2-year staggered terms of office. The offices of the President and Treasurer will be elected during even calendar years. The offices of Vice President and Secretary will be elected during odd calendar years. In addition up to four (4) directors shall be elected at that time to serve one-year terms.
President: The President shall serve as the recognized spokesman for the Club in all matters regarding the Club’s operations. The President shall preside over all membership meetings and see that an appropriate agenda is available prior to the start of any called meeting. The President shall not vote on any topic unless there is a need to break a tie vote. The President will have the primary responsibility to maintain a viable working relationship with the hosting facility where the Club meets. The President is responsible for maintaining the necessary paperwork related to the Club’s status as a non-profit corporation. The President shall authorize or supervise all correspondence sent on behalf of the CCBDC and prepare a proposed calendar of events for the calendar year not later than the February Board meeting of each year. The President will appoint liaisons to other local and national dance organizations and appoint committee chair persons to conduct CCBDC business. The President will perform or assign other duties as necessary.
Vice President: The Vice President shall take over the responsibilities of the President should the President be unavailable to serve for any reason, whether temporarily or until the next regularly scheduled election of an odd calendar year in the month of May.
Secretary: The Secretary shall maintain membership rolls and applications for historical documentation. Further, the Secretary may correspond as designated by the President. The Secretary will record all activities at membership meetings and maintain this record in the form of minutes to be shared with and approved by the membership as a whole. This is not to be misconstrued to summarize the matters discussed at the meeting in the minutes of that meeting, it is improper to do so. Minutes are a record of what was done at the meeting, not a record of what was said (per Robert’s Rules of Order, 11th Edition), Page 468, 11. 16-18.
Treasurer: The Treasurer shall maintain records of all revenue and expenses. The Treasurer will periodically present to the membership an accounting of the Club’s financial status. The Treasurer will collect membership dues and door charges. The Treasurer will disperse payments for door prizes, Club sponsored food and drinks, reimbursement of Club sanctioned expenses incurred by Board members/Committee members.
Directors will be appointed to supervise various functions of the CCB&DC. The following information defines general duties that may be assigned to each director. The actual duties of each director will be defined as they are appointed by the CCB&DC and will be reported in the minutes of the following meeting.
Activities Director: The Activities Director shall propose social functions and special theme dances to the Board of Directors for approval. The Activities Director shall (1) act as chief planner, coordinator, and promoter of all social functions; (2) organize decorating activities for all special functions or them dances; (3) recruit help to prepare for all functions; and (4) maintain records of all past social events to help in planning future events.
Admission Director: The Admission Director will be responsible for (1) handling door admissions to all regular CCBDC dances and special events; (2) recruit other CCBDC members to assist with admissions; (3) collect and account for admission monies; and (4) turn the report and monies over to the Treasurer as soon as practical.
Communication Director: The Communication Director shall (1) publish a timely CCBDC newsletter on a schedule to be determined by the Board of Directors (2) be responsible for making copies available to all CCBDC members; (3) send copies (via email) to surrounding dance clubs from a list supplied by the Membership Director; (4) maintain a history of CCBDC newsletters; and (5) communicate with surrounding dance clubs on items of common interest.
Membership Director: The Membership Director shall (1) maintain accurate records of CCDBC membership and list of surrounding dance clubs; (2) maintain a record of attendance at weekly dances; (3) provide a contact list from the membership database to the Communication Director for use in emailing newsletters and other communication with CCBDC members; and (4) provide CCBDC membership list to the Treasurer and other Directors who have a need for the information.
Committees: A committee may be created for any purpose or function of the CCBDC. The President shall appoint a chairperson to committees whose tenure shall not exceed the term of the current President. Committees shall be formed by the President and its appointed chairperson and implemented in the best interest of the Club as determined by the Board of Directors. All committees shall be staffed by Club members on a voluntary basis. No committee shall have the power to enter into any contract on behalf of the CCBDC without the approval of the Board of Directors.
(a) Club Expenditures. The Club membership will be surveyed via written and/or electronic media prior to the expenditure on any item or service in excess of $500.00. The simple majority of votes cast will determine whether the funds will be spent for the proposed expenditure. On items or services costing $200.00-$499.99, all four elected officers must be in agreement regarding the proposed expenditure. If the officers do not concur in unanimity, the funds will not be spent. The President may authorize expenditures for club purposes only up to $199.99 without prior board approval. Such expenditures must be reported and receipts provided at the next regularly scheduled board meeting. The Treasurer will reimburse a board member for expenses the board approved prior to the expenditure after the board member presents proof of the expenditure, etc., statements, receipts, etc. Expenses incurred by a board member without prior approval and/or without proper forms may still be reimbursed if a majority of a quorum of the Board approves. The Treasurer will also reimburse budgetary expenditures that the Board approved previously when the proper proof of the expenditure is presented. The Treasurer will reimburse an active member for Board approved expenditures upon receipt of proof of the expense in the form of statements, receipts, etc. Compensation to DJs, dance instructors, etc. must be approved by the majority of the Board of Directors. Budget priorities shall be first and foremost designated to enable the CCBDC to dance on a regular basis. Any income gained by the Club will be applied to future events and operational costs of the CCBDC. The budget shall allow for but is not limited to banking charges, supplies, postage, CCBDC equipment, accessories, website, newsletter, promotion of and conducting activities and events, DJ services, dance instruction services, legal services, and dance location costs. All written contracts must be approved by the Board of Directors at a board meeting and signed by the President and Treasurer. Officers will make every effort to avoid any expenditure of Club funds that benefit only themselves while providing little or no benefit to the Club membership as a whole.
(d) No Compensation. All officers of CCBDC shall serve without compensation from CCBDC for performing services as an officer, but may, by CCBDC’s Board of Directors’ resolution, be reimbursed for actual expenses paid or incurred in the performance of their duties as officers.
DISSOLUTION OF ASSETS
In the event of dissolution of the CCBDC, all physical assets shall be sold. Cash received will be donated to a community non-profit agency selected by the elected Club officers and directors. The elected Club officers and directors will decide unanimously on the method of sale and to whom to sell. In the event that the Board is unable to come to a unanimous decision, the President will have the final decision.
(a) Liability Insurance. To the extent permitted by law, CCBDC may, but is not required to, purchase liability insurance to indemnify any past or present director, officer, employee, or agent of CCBDC for any liability incurred by such director, officer, employee, or agent of CCBDC in any action, suit or proceeding in which the said director, officer, employee, or agent is made a party by reason of being or having been such director, officer, employee or agent.
(e) Persons Protected by Bylaws. The provisions of this Bylaw are intended for the sole and exclusive benefit of the past and present directors, officers, employees, or agents of CCBDC and shall not inure to the benefit of or create any right of recovery or any right of action in any other person or entity.
(a) Bylaws. Except as otherwise herein provided, these bylaws may be altered, amended, or repealed and new Bylaws may be adopted by members of the Board of Directors of CCBDC.
(b) Implied Amendments. Any action taken or authorized by the Board of Directors which would be inconsistent with the Bylaws then in effect but is taken or authorized by an affirmative vote of not less than the number of directors required to alter, amend or repeal the Bylaws so that the Bylaws would be consistent with such action shall be given the same effect as though the Bylaws had been temporarily altered, amended, repealed or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
(c) Articles of Incorporation. The Articles of Incorporation may be altered or amended and new Articles of Incorporation may be adopted by the members of CCBDC’s Board of Directors.
Effective August 25th, 2014.