SHEPHERDSTOWN MUSIC & DANCE

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ARTICLES OF ORGANIZATION AND BY LAWS, including amendments at annual meeting 6/29/02. Previous version is at old.

Article 1. Name. The name of this organization is Shepherdstown Music and Dance. It is a not-for-profit organization operating as an associate of The Country Dance and Song Society of America, subject to yearly renewal.

Article 2. Objectives. Shepherdstown Music and Dance was formed to encourage the practice and promote the knowledge of traditional folk dance, music and song, with an emphasis on American, English, and Celtic traditions. Shepherdstown Music and Dance further supports the objectives set forth in Article II of the Constitution and By-Laws of The Country Dance and Song Society of America. The principal activities of Shepherdstown Music and Dance may include, but are not limited to, the organization of dances, workshops, and concerts.

Article 3. Membership. Membership in Shepherdstown Music and Dance is open to all who support the objectives (Article 2) and pay annual dues.

a. Members in good standing are entitled to attend general and special meetings; to vote on all questions coming before the membership; to hold office; and serve on standing committees.

b. Members are welcome to attend meetings of the Board of Directors and to participate in discussions, but cannot vote on matters before the Board.

c. Membership privileges include reduced fees for regular functions and mailing of newsletters and special announcements.

Article 4. Meetings of the Membership. An annual meeting of the membership shall be held each year in the month of May for the purpose of election of Board members and the transaction of any necessary business.

a. Special meetings of the membership may be called by the President at his/her discretion or at the direction of the Board of Directors.

b. Special meetings of the membership may be called at the written request of 25% or more of the membership.

c. Notices of special meetings shall specify the agenda.

d. At least three weeks written notice of the annual or any special meeting shall be given, with the exception of emergencies or deadlines not under the control of the Board of Directors.

e. At membership meetings 10 percent of the current membership shall constitute a quorum. A simple majority of those voting shall be required for all actions except amendment of bylaws (article 5) and dissolution (2/3 of all members, article 10b).

f. Members who do not attend shall be encouraged to vote by mailed ballot. Proxy votes are not allowed at membership meetings.

Article 5. Amendments to the By-Laws. Amendments to these By-laws may be made upon one month's written notice to members. This notice must incorporate the proposed changes. A two-thirds majority vote of members voting, and support by at least 20% of all members are both required for adoption.

Article 6. Election of the Board of Directors. The Board of Directors shall be elected at the annual meeting of the membership in May and take office July 1 annually.

a. In March of each year, the President shall solicit written nominations from the Board and the general membership. The slate of nominees shall be reported to the membership in April, at least three weeks prior to the annual meeting. Nominations for Board members may be made from the floor during the annual meeting upon written petition of at least five members, provided consent of the member nominated has been obtained.

b. A majority of the members voting is required for election.

c. Election may be by voice or ballot.

Article 7. Dues and Fees. Annual dues for members shall be set by the Board of Directors.

a. Admission fees for all functions and general policies pertaining to such fees shall be set by the Board at rates that will cover the costs of operation, including fees to teachers, dance callers, and musicians, rental of facilities, and other incidental expenses approved by the Board of Directors.

b. The Board of Directors shall authorize the annual budget for regularly scheduled and special events.

Article 8. Officers. The officers of Shepherdstown Music and Dance shall include a President, Vice-President, Secretary and Treasurer. The duties of the officers are:

a. President: The President is the executive in charge of coordinating the operation of the group; presides at meetings of the Executive Committee or general membership; calls regular or special meetings; with Board approval appoints the Chairs of standing or special committees, or individuals, to carry out special projects or programs. The President is the officially designated contact with the Country Dance and Song Society.

b. Vice-President: The Vice-President acts as President in the absence or illness of the President, and in the event of his/her resignation or incapacity to serve, shall succeed to the office of President until the next election of officers.

c. Secretary: The secretary keeps records and minutes of meetings;

d. Treasurer: The Treasurer is responsible for disbursement of fees to callers, musicians, teachers, and other persons performing services for the organization, and for payment of all authorized expenditures; advises the President and the Board about the financial affairs of the organization; together with the Board, prepares the annual budgets for the regular and special programs; prepares the annual financial statement, and, upon approval of the Board, files the statement with the Country Dance and Song Society in order to maintain group tax-exempt status. The fiscal year shall begin July 1 and end June 30.

Article 9. Board of Directors. The Board of Directors shall consist of up to 12 members elected by the membership. It shall be the governing authority of the organization. Vacancies may be filled by the Board.

a. The Board has responsibility for fulfilling the legal duties of a non-profit organization and for carrying out the following functions: fiscal management, program over-sight, planning, fund-raising, human resource management (volunteers), public relations, and all other organizational matters.

b. The Board shall at its first meeting following the annual meeting elect officers from among its member Directors. Terms shall be one year.

c. The Board shall establish committees and task forces as needed to assist it in the accomplishment of its work. Unless given authority to act, committees shall report their work and recommendations to the Board for information and approval.

d. A quorum for the transaction of Board business shall be a majority of the Board in office at the time. Unless otherwise stated, a majority vote is required for all Board actions. Each Board member may vote up to one proxy for an absent Board member at Board meetings.

f. Board members are expected to participate fully in Board and community meetings. If a member is unable to fulfill this responsibility, he/she may resign or be removed from the Board by two thirds vote.

g. The Board has authority to establish the program schedule annually, to set fees. dues, and honoraria, to engage facilities, to approve engagements, and all other commitments of the organization.

Article 10. Miscellaneous Provisions. As required by the Internal Revenue Service (Publication 557, "Tax-Exempt Status for Your Organization"):

a. No part of the net earnings of Shepherdstown Music and Dance may inure to the benefit of private individuals. This does not preclude the payment of any reasonable fees for work performed.

b. In the event of dissolution of Shepherdstown Music and Dance, the assets of the Society will be distributed to other non-profit organization(s) with 501(c)(3) status. Such action shall require a two-thirds vote of the membership.

c. Shepherdstown Music and Dance is a non-political organization. As an organization, it does not attempt to influence legislation or participate to any extent in political campaigns on behalf of or in opposition to any candidate for public office.

d. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.