Harrisburg Area Contra Dance Association
Bylaws

By-Law I - Name

The name of the organization shall be the Harrisburg Area Contra Dance Association (“Association,” “Corporation”).

By-Law II - Purpose

The purpose of the Corporation shall be to teach, promote, pass on and enjoy the folk dance form know as contra dancing.

By-Law III - Board of Directors

The governing body of the corporation shall be a seven (7) member Board of Directors which shall be comprised of four officers, the immediate past president and two (2) directors. If the immediate past president is unable or unwilling to serve, a third director will instead be elected. These elected members of the board shall serve until their successors are duly elected and begin serving their term.

By-Law IV - Election of Officers and Directors

        Section 1: Nominations

The President shall appoint a nominating committee, which shall be chaired by a non-officer member of the Board of Directors, not later than sixty (60) days before the next succeeding annual meeting. The nominating committee shall notify all Association members of the nominated persons at least thirty (30) days before the annual general membership meeting. The nominating committee is limited to one nomination for each office and non-officer directorship. Additional nominations, which are reserved to the general Association membership, may be submitted in writing to the nominating committee until and including the general membership meeting when the elections are held, providing that the person nominated is present to accept the nomination and is willing to be listed as a candidate.

        Section 2: Election of Officers and Non-Officer Directors

Election shall be at the annual general membership meeting. If there is more than one nominee for any one office or non-officer directorship, the election shall be by secret ballot and by plurality vote. Only members whose dues are current at the time of the vote shall be permitted to vote.

        Section 3: Term of Office

Officers and directors shall be elected annually. No officer shall serve more than three (3) consecutive one (1) year terms in their respective offices. No non-officer director shall serve more than four (4) consecutive one (1) year elected terms.

        Section 4: Qualification of Officers and Directors

New officers and elected non-officer members of the Board of Directors shall assume their duties on the first day of the month following their election.

        Section 5: Disqualification

When any officer or non-officer member of the Board of directors of the Association fails to attend three (3) consecutive meeting of the Board of Directors or of the general Association membership or any combination thereof, without having a valid reason for absence, as determined by the remaining officers and non-officer directors, the office or directorship shall be declared vacant. An office or directorship shall be declared vacant immediately upon the death or resignation of any officer or non-officer director.

        Section 6: Vacant Officer and Director Positions

In the event of a vacancy in the office of President, the Vice-President shall immediately succeed the President. All other officer and non-officer director positions shall be filled by a majority vote of the remaining officers and non-officer directors. Persons selected to fill vacant positions shall serve the remainder of the unexpired term.

        Section 7: Voting

Voting at meetings of the Board of Directors shall be by majority rule. Officer and non-officer members of the Board may not vote on issues which may result in their individual financial gain.

By-Law V - Duties of Officers

The Association officers shall have the following duties as well as any other duties assigned by the Board of Directors:

        Section 1: The President

The President shall: (1) when in attendance preside over and conduct meetings in an orderly fashion, (2) supervise all correspondence sent by the Association, (3) be an ex-officio member of all committees, (4) call special meetings of the membership and of the Board of Directors, (5) appoint all Committee chairpersons and delegates to affiliated organizations, (6) procure a yearly audit or review of the Association’s financial records by a person who was not a member of the Board of Directors during the period being audited.

        Section 2: The Vice-President

The Vice-President shall: (1) assist the President in all duties and functions of the Association, (2) shall preside at all meetings in the absence of the President, (3) fulfill the duties of any vacant office until such time as the vacancy is filled, (4) perform such administrative duties as assigned by the President.

        Section 3: The Secretary

The Secretary shall: (1) take and prepare minutes of all meetings of the Board of Directors and the general Association membership, (2) maintain the official copy of the Association’s Constitution and By-Laws, (3) prepare non-financial correspondence on behalf of the Association.

        Section 4: The Treasurer

The Treasurer shall: (1) be responsible for handling all of the Association’s finances, accounts, reports and financial correspondence, (2) supervise the preparation of any tax returns or other reports required to be filed by the Association, (3) supervise the payment of the Association’s bills and debts, as authorized by the Board of Directors, (4) maintain the Association’s financial records for seven (7) years, (5) provide at each meeting of the Board of Directors and general Association membership a report of the Association’s cash receipts and disbursements and overall financial status, (6) collect all dues and fees from Association members and maintain a list of members in good standing, (7) deposit all receipts to the Association’s bank account, which account, if it contains more than $1000, shall be of a type that requires the signatures of two officers on every check.

        Section 5: Non-officer Directors

Non-officer members of the Board of Directors shall have such duties as determined by the Board of Directors.

By-Law VI - Membership and Dues

Any person, regardless of sex, race, color, religious creed, ancestry, national origin, handicap or disability may become a member upon submission of an application form prescribed by the Board of Directors, signed by the applicant and accompanied by payment of the first year’s dues. Membership in the Association is not, however, a prerequisite to participation in any of its activities except with respect to voting.

Dues and admission fees are to be set by the Board of Directors following a review of the Corporation’s financial condition and dues structure.

The fiscal year of the corporation is defined as August 1 through July 31 of each year.

By-Law VII - Delinquent Members

Any member whose dues are not current shall be considered delinquent and no longer a member. Former members may continue to receive newsletters and/or announcements of dances at the discretion of the Board of Directors.

By-Law VIII - Meetings of the Association’s membership

An annual general meeting of the Association’s membership shall be held in May or June of each year on a date to be selected by the Board, at which time there shall be an election of officers and non-officer members of the Board. At least thirty (30) days notice by mail must be given to the membership.

By-Law IX - Quorum

Fifteen members or 50% of the membership, whichever is smaller, shall constitute a quorum for the election officers. A majority of the Board of Directors shall constitute a quorum for the transaction of all other business.

By-Law X - Meetings of the Board of Directors

The Board of Directors shall meet at least (4) times yearly. The time and place of meetings will be decided by the Board of Directors and announced at the previous meeting.

By-Law XI - Gifts

The Board of Directors may accept in behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

By-Law XII - Committees

The President shall appoint all committee chairs and delegates to affiliated organizations. Any committee member or delegate may be removed at the discretion of the President, subject to confirmation by the Board of Directors. The President shall be an ex-officio member of all committees.

By-Law XIII - Amendments

These By-Laws may be amended by a two-thirds vote at any meeting of the General Membership or any meeting of the Board of Directors to which the general membership has been invited, provided that notice of the meeting contained the proposed amendment along with the name of a contact person from which the entire text of the amendment may be obtained. Any member may propose an amendment to the By-Laws and such proposal shall be included in the notice of the meeting. Votes may be cast by any member in attendance whose dues are current at the time of the vote.

By-Law XIV - Compensation

No part of the income of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of these By-Laws.

By-Law XV - Corporate Activities

Not withstanding any other provision of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United Sated Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publishing of statements) any political campaign on behalf of, nor against, any candidate for public office.

By-Law XVII - Dissolution

The Corporation may not be dissolved except by a vote of the membership, and the voting procedure shall be the same as those provided for in By-Law XII, Amendments and in compliance with the appropriate provision of laws. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute the remaining corporate assets to such organization or organizations, as in their judgment have purposes most closely aligned to those of this Corporation, provided the transferee organization(s) shall then be qualified as tax exempt under Section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United Sated Internal Revenue Law) and have been in existence and so qualified for a continuous period of at least twenty-four calendar months.

Any of the remaining assets not so distributed by the Board of Directors shall be disposed of by the court having jurisdiction of dissolution and liquidation exclusively to such organization(s) of similar purposes, as the court shall determine, which are then qualified tax exempt organizations as defined above.