SHEPHERDSTOWN MUSIC & DANCE

Our dances and concerts are described on our main web site: www.contradancers.com/shepherdstown The page you're on just has our:

ARTICLES OF ORGANIZATION AND BY LAWS from the 90s. The changes shown were adopted 6/29/02. See replacement.

Proposed changes include:

BOARD ISSUES
elect 12-member Board, which then elects officers & fills vacancies, rather than electing 5 officers, who then add committee chairs to the Board
define only 4 officers in bylaws, others defined as needed by the Board
Board member can be removed for absences by 2/3 vote of Board
define quorum as majority of Board
re-word authority of Board; it still has all the authority except amending bylaws & dissolving the organization
MEMBERSHIP MEETINGS
encourage mail ballots & remove rule on when to have voice vote or ballots
define a quorum for membership meetings (10% of members; membership is typically about 100)
require 3 weeks instead of 2 weeks notice of membership meetings, & clarify the notice must be written
require 2/3 vote of voters (and 20% of all members) to change bylaws, not 1/2
require 2/3 vote of all members to dissolve organization (no provision now)
ADMINISTRATIVE
use the term Board of Directors instead of Coordinating Committee
fiscal year & terms start July 1 not June 1



Full Text of the current ARTICLES OF ORGANIZATION AND BY-LAWS, along with proposed changes:

The proposal is to drop the phrases that are crossed out, and add the phrases that are underlined. The parts that are neither crossed out nor underlined are not changed. Post your comments here. Please vote on the ballot you got in the mail, or at the annual meeting and potluck, June 29, 2002, 6pm at the Men's Club, just before our 5th Saturday dance.

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 Coordinating Committee Board of Directors and to participate in discussions, but cannot vote on matters before the Committee 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 officers 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 Coordinating Committee 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 two 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 Coordinating Committee 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 simple two-thirds majority vote of members voting, and support by at least 20% of all members present at the regular or special meeting designated for consideration of the proposed amendments is are both required for adoption.

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

a. In March of each year, the President shall solicit written nominations from the Committee 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 officers 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 simple majority of the members present voting is required for election to office.

c. Election may be by voice or ballot. In the event of a contest, the membership may elect to use paper ballots, and tellers shall be appointed by the President from non-nominees to count the votes.

Article 7. Dues and Admission Fees. Annual dues for members and subscription rates for mailings of newsletters and special announcements to non-members shall be set by the Coordinating Committee each year Board of Directors.

a. Payment for renewal of membership or subscription shall be due in the anniversary month of first membership. The policy on anniversary dates for applied memberships which have lapsed for more than six months may be set by the Coordinating Committee.

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 Coordinating Committee Board of Directors.

c. The Committee will approve a list of individuals or organizations that should receive newsletters and announcements without charge.

b. The Coordinating Committee 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, 1st Vice-President, 2nd Vice-President, Secretary/Publicity Chair, 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. 1st Vice-President/Dance Program Chair: The 1st 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. The major duty of the 1st Vice-President as Dance Program Chair is to arrange for callers, bands, and any other tasks directly associated with negotiations and contracts with callers and musicians.

c. 2nd Vice-President/Concert and Special Programs Chair: The 2nd Vice-President, in the event of the absence or incapacity of the President and 1st Vice-President, shall have the authority to conduct the necessary business of the organization as above. The major duty of the 2nd Vice-President is as Concert and Special Programs Chair.

c. Secretary/Publicity Chair. The secretary keeps records and minutes of meetings; is the editor of the newsletter, is responsible for sending newsletters, notices, and flyers; receives and distributes information from other organizations; and is the contact with the news media.

d. Treasurer. The Treasurer is responsible for the collection of dues and charges (program admissions); 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 Committee Board about the financial affairs of the organization; together with the Committee Board, prepares the annual budgets for the regular and special programs; prepares the annual financial statement, and, upon approval of the Committee Board, files the statement with the Country Dance and Song Society in order to maintain group non-profit tax-exempt status. The fiscal year shall begin June 1 and end May 31. July 1 and end June 30.

Article 9. Coordinating Committee. The Coordinating Committee (Committee) consists of the officers and chairs of standing or special committees or special individual appointees, as designated by the Committee.

The Committee is the governing body; all authority not specifically delegated to the Officers and Chairs is reserved to the Committee. The Committee may delegate additional responsibilities to the Officers and Chairs, as necessary to ensure the efficient and timely operation of the organization.

The President is authorized to appoint any member as the Chair of a Standing or Special Committee. Such appointees shall be full voting members of the Committee. The Committee shall advise the President in determining the need for and responsibilities of such Committees or appointees.

Decisions shall be by simple majority rule. The Committee has sole power to set schedules and dates for the year, to set fees and honoraria to be paid to callers, teachers, and musicians; to engage facilities for regular and special programs; and to approve engagements and all other commitments undertaken in the name of Shepherdstown Music and Dance. The Committee has the sole authority to determine dues for members and fees (admissions) for regular and special programs.

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.