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Bylaws

Bylaws of the Savoy Swing Club

(A Non-profit Corporation)

 

ARTICLE I - Definitions

As used in these bylaws, the following terms shall have the respective meanings:

“Organization” shall mean the Savoy Swing Club, otherwise known as SSC.

“Member” shall mean any person subscribed as a Member of the Club pursuant to Article IV (Membership), who has not had membership terminated.

“Officers” shall mean those individuals elected into the offices of President, Vice President, Secretary, and Treasurer, pursuant to Article VI (Board).

“Board” shall mean the officers of the club and other members of the Board as denoted, otherwise known as Board Members.

 

ARTICLE II- Preamble

 

The name of this organization shall be the Savoy Swing Club and it shall be a non-profit Organization.

 

ARTICLE III - Mission

 

The mission of the Savoy Swing Club is to honor the cultural heritage and to promote the enjoyment of Black American vernacular jazz dances. To this end, SSC offers and sponsors instruction, performances, workshops, dances, and social events to people of all sexes, gender identities, sexual orientations, socio-economic statuses (class), races, ethnicities, abilities, ages, mental health statuses, educations, and sizes.  

We endeavor to partner with local non-profits and provide educational arts opportunities for youth and underserved populations. We foster the artistic growth of the existing Pacific Northwest dance community by reaching new dancers, empowering existing jazz artists, and supporting swing dance venues and events.  Our ultimate goal is to bring folks together in the name of dance. 

 

ARTICLE IV - Membership

 

  1. The Board shall establish categories of membership.

 

  1. Dues for the categories of membership shall be established by the Board (Article XI).

 

  1. Eligibility for membership in this Organization is extended to anyone who pays dues in full or is awarded membership by the Board, and is not otherwise barred from SSC activities.

 

  1. The Board will establish those specific rights and privileges of membership, pursuant to Article XVI (Code of Conduct).

 

  1. Dues are paid on a monthly basis unless otherwise exempted by the Board. Members may begin, cancel, or restart with full privileges at any time unless otherwise barred from SSC activities. In the event that any Member shall fail to pay dues, membership rights and privileges will be suspended.

 

  1. First-time attendees are welcome to participate in the weekly dance as guests of the club.

 

  1. In addition to any other remedy at law which the Organization or the other Members may have, the membership of any Member can be terminated for any reason by the Board as pursuant to Article XVI (Code of Conduct).

 

ARTICLE V - Officers

 

  1. The officers of the Organization shall be President, Vice President, Secretary and Treasurer, each of whom shall be elected at least every two years by a majority vote of the board to serve a term beginning February 1 and ending January 31 on the following overyear.  Elections should occur no later than November in applicable years to allow for overlap and transition of leadership, with the format being at the discretion of the current Board. 

 

  1. The President shall preside at all meetings of the Organization. The President shall have the power to make, subject to the approval of the Board, contracts in the name of the Organization and shall perform or delegate such other duties and exercise such powers as may be delegated to the office by the Board. Records of the President shall be open to the Board at all times; and they shall, on ceasing to hold office as President, surrender all Club records, files, books, moneys, and other property of the Organization under their control to their successor in office or to such person as shall be designated by the Board. The President shall be responsible for managing Board Member access to shared Organization files per Article VI Sections 9 and 10, or delegating this responsibility to another Board Member.

 

  1. The Vice President shall, in the event of the absence or disability of the President, exercise all functions of the President and shall have the power and authority to sign all formal papers and documents in the name of the Organization. The Vice President shall perform such other duties and exercise such powers as may be delegated to the office by the Board.  

 

  1. The Secretary shall keep the records of the Organization, including minutes of all meetings of the Board. The Secretary shall have charge of such additional files and shall perform such other duties as the Board may direct, and shall in general perform all such duties as are usual to the office of the secretary of an Organization.  On ceasing to hold office, the Secretary shall surrender all records, files, books of account, moneys, securities, and other property of the Organization under their control to their successor or to such other person as shall be designated by the Board.

 

  1. The Treasurer shall have general responsibility for all monetary assets of the Organization. The Treasurer shall make reports on the financial condition of the Organization as requested by the Board, at each monthly board meeting. The Treasurer shall also perform all duties related to tax preparation and payment, and shall perform such other duties as may be delegated to them by the Board. All duties performed by the Treasurer shall be subject to the supervision and direction of the Board. All financial and other records in the custody of the Treasurer shall be open to the Board at all times for inspection or audit. On ceasing to hold office, the Treasurer shall surrender all records, files, books of account, moneys, securities, and other property of the Organization under their control to their successor or to such other person as shall be designated by the Board.

 

  1. Officers shall attend (virtually or in person) at least 75% of the Board meetings per year.  If unable to attend an individual meeting, the Officer shall contact the presiding officer for any actions on which a vote may be taken and choose if a proxy will be designated.  Officers shall not miss more than one meeting in a row without communicating to the rest of the Board.

 

  1. In the event of the death, resignation, or removal from office of any Officer, or the inability or unwillingness of any officer to perform the duties of the office to which elected, the Board shall appoint an interim officer to serve until the next regular election pursuant to Article V.1. 

 

ARTICLE VI - Board

 

  1. The Board shall be composed of at least four members, including the four officers. Board members shall serve for one year terms with the option to extend as long as allowed by the Board.

 

  1. Any Board member may nominate a Member to the board at any time. All prospective members of the Board shall be elected by a majority vote of the current members of the Board, at which point they will be invited to attend a meeting and tender their decision. Each shall serve the Organization until their term expires, they resign, or are otherwise dismissed. The Board shall have the power to enlarge or decrease the number of members of the Board. However, the Board may not have less than four for a period longer than two months.

 

  1. Deleted.

 

  1. In the event of the death, resignation, or the inability or unwillingness of any member to perform the duties of the Board position to which elected, the Board has the option to appoint an interim member to serve until the normal election process.

 

  1. Regular and special meetings of the Board shall be held at such times and places as the Board may decide, or at the call of the President, or upon the request to the President of three or more Board members.

 

  1. Board members shall attend at least 50% of the board meetings per year. Agenda will be established before the Board meeting, and members are responsible for notifying the presiding officer of agenda items. If unable to attend, the Board member shall contact the presiding officer for any actions on which a vote may be taken and choose if proxy will be designated.

 

  1. Quorum: At least halfof the members of the Board shall be necessary to constitute a quorum for the purposes of any meeting of the Board, and a majority of those present shall decide on the transaction of any business.

 

  1. Compensation of Board members: The Board members shall not receive any stated salary for their services as Board members but may be reimbursed via electronic transfer or check for expenses incurred in the execution of their duties upon appropriate remission of invoice or receipt to the Treasurer.  Approval of the Board is required for one time reimbursements greater than $50, but is not required for monthly recurring expenses (such as but not limited to rent).  Board members may, at the discretion of the Board, take on additional paid work beyond the scope of their Board duties in service of the club. A board member may choose to have their monthly dues waived in accordance with Article IV section 5.

 

  1. Outboarding of Board Members - Before leaving the Board, outgoing Board members shall share all Organization records and property, including passwords, with another Board member.  Upon termination of duties as a Board member, outgoing Board members shall have their access to Board files (such as Slack, Organization Gmail, etc.) revoked. 

 

  1. Onboarding of Board Members - When joining the Board, new Board Members will be provided with access to shared Organizational files.  If a debit card is needed, the Board Member shall coordinate with the Treasurer and President to obtain an Organization debit card.

 

  1. Termination of Board Members - The Board may terminate Board Members from their position as a Board Member, based on a vote with approval of at least two thirds of the active Board Members.  



ARTICLE VII - Indemnification of Officers and Board Members

 

The Organization shall indemnify and hold harmless from personal liability any board member or officer of the Organization or its members resulting from conduct as a board member, officer or member provided, that this provision shall not serve to indemnify or eliminate or limit the liability of a board member or member for acts or omissions that involve intentional misconduct by a board member, officer or member, or a knowing violation of the law by a board member, officer or member, or for any transaction from which the board member, officer or member will personally receive benefit in money, property or services to which the board member, officer or member is not legally entitled.

 

ARTICLE VIII - Committees

 

  1. The Board may, at any time, appoint such committees or job titles as it may deem desirable. All such appointments are voluntary and may include non-Board Members.  The committees shall include responsibilities as assigned to them by the Board, and will meet as agreed to by the committee and the Board.

 

  1. Club committees may include but are not limited to the Teaching Committee, the Publicity Committee, the Safety Committee, and the Budget Committee.

 

  1. Terms of Committees/Club Jobs: The members of all committees or holders of club jobs shall serve until their successors have been appointed and shall have assumed the duties of their offices. Typically, an appointment shall be for a period of one year.

 

  1. Vacancies: In the event of the death, resignation, or other inability to perform the duties of any member of a committee or holder of a club job, the Board may appoint a successor to serve out the unexpired term.

 

ARTICLE IX - Full Membership Meetings of the Organization

 

  1. Annual Meeting: An annual meeting of the Organization for the purpose of reviewing the state of the club and any other business as may be identified by the Board or other club members shall be held at a time and place to be determined by the Board or the President.

 

  1. Special Meetings: Special meetings of the club may be held at such time and places as the Board shall determine. Special meetings may also be called by the President upon the request in writing of at least ten percent of the members of the club, who shall specify in their request the business which they desire to be considered at the proposed meeting.

 

  1. Quorum - Ten Percent (10%) of the members of the club, represented in person or by proxy, shall constitute a quorum for the purposes of any meeting of the Organization.

 

  1. Voting - It takes a majority vote of members present, in person or by proxy, to make decisions that have been put forth to a Full Membership Meeting. Suspended members may not exercise a right to vote. In the case of a tie vote, the presiding officer shall cast the deciding vote.

 

  1. List of Members - If a Full Membership Meeting is called for the purposes of a vote, the Membership Coordinator or the Board shall (with not less than 2 weeks notice) prepare and make available a complete list-of members entitled to vote at the meeting. Such a list shall be open to the examination of any member at the meeting.

 

  1. Whenever members are required or permitted to take any action at a meeting, notice of the Meeting shall be given in writing not less than 10 days prior to the meeting and shall indicate the place, date, hour of and the purpose(s) of the meeting.

 

Meetings of the Board

  1. Deleted.

 

  1. The transactions of the Board shall be valid and minutes therein shall be available upon request to the membership and any officers not in attendance. Minutes will be available not less than 2 weeks in advance of the next regularly scheduled meeting.

 

  1. Action without meeting: Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee consent and the minutes of said proceedings are incorporated into the minutes of the next regular meeting.

 

  1. At regular meetings of the Board, the order of business shall be:
  2. a) Attendance/ Announcements
  3. b) Review / Amendment / Approval of minutes of previous meeting (unless done in writing prior to the meeting) 
  4. c) Reports by Board Members and any committees
  5. d) New and Unfinished Business

 

  1. The order of business may, at any meeting, be changed by the President.

 

  1. Regular Board meetings are open to the membership. Additional Board meetings may be held without notice to the membership. Members who are not Board members shall not vote within the actions of the Board.

 

  1. Special Meetings: Special meetings of the Board may be called by the President or on the written request of any Board member in office.

 

ARTICLE X - Organization

 

All funds shall be deposited into a commercial bank in the name of the Organization.

 

ARTICLE XI- Fees and Dues

 

  1. The dues for membership (per Article IV) will be determined annually by the Board.
  2. The fiscal year will run from January through December.

 

ARTICLE XII - Rules

 

The Board shall establish the rules which shall govern the transaction of all business at the meetings of the Organization.  The rules shall include instructions regarding potential conflicts of interest.

ARTICLE XIII - Amendments

 

To alter or amend the Bylaws, a majority of Board members creating a quorum at a regular meeting of the Board shall be required.

 

ARTICLE XIV - Proxy Vote

 

Voting by proxy shall be permitted.

 

ARTICLE XV - Dissolution

 

In the event of dissolution of the organization after qualification under section 501 (c) (3) of the Internal Revenue Code, all the remaining assets and property of the organization shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501 (c) (3) of the Internal Revenue Code.

 

ARTICLE XVI - Code of Conduct

 

  1. The Board shall publish and maintain a Code of Conduct, and make it available to members for review. The Code of Conduct applies at every Organization sponsored event.
  2. The Board may maintain a separate Code of Conduct for employees, contractors, and/or Board Members. Such a Code of Conduct would only apply while the employee, contractor, or Board Member is representing the Organization in an official capacity, and will be made available to them while they represent the Organization in an official capacity.
  3. Violations of the Code of Conduct can be reported to the Board by anyone, regardless of membership status. The Board or its Committees may investigate alleged violations to the extent warranted by the violation.
  4. Any member who is found or suspected to have violated the Code of Conduct may have their membership terminated by a vote of the Board, pursuant to Article IV. Alternatively, members may be subject to lesser consequences (e.g. warnings, temporary suspension of membership) by a majority vote of the Board.
  5. Any Board Member or Officer who is found or suspected to have violated the Code of Conduct may be expelled from the Board and have their Board Membership terminated, pursuant to Article VI.
  6. The Board and its Committees shall follow federal, state, and local laws as applicable when investigating Code of Conduct violations. 

 

IN WITNESS WHEREOF THESE BYLAWS HAVE BEEN-UNANIMOUSLY ADOPTED BY THE BOARD MEMBERS OF THIS Organization THIS 14th DAY OF MARCH, 1996.

Revision: Bylaws revised to fix minor errors and reflect revisions to Board positions. Revision approved: December 2, 2000.

Revision: Bylaws revised to add ARTICLE XV. This item is necessary to qualify for status under section 501 (c) (3) of the Internal Revenue Code. Revision approved March 30, 2001.

 

Revision: Bylaws revised to remove "Savoy-Style" from the Club Mission.  Revision approved March 31, 2004.

Revision: Bylaws revised to change board terms from one year to two years under article VI item one. Revision approved March 6, 2008.

 

Revision: Bylaws revised to change mission under article III from:

“The mission of the Savoy Swing Club is to preserve and promote the enjoyment and cultural heritage of Lindy Hop and related dances. To this end, the club offers instruction, gives performances, and sponsors a variety of activities such as workshops, dances and social events to people of all ages.

 

No part of the net earnings of this Organization shall inure to the benefit of any private member or individual, and this Organization is not organized for profit or organized to engage in any activity ordinarily carried on for profit. No substantial part of the activities of this Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, or intervening in a political campaign on behalf of any candidate for public office,”

to:

“The Savoy Swing Club is a non-profit organization that is committed to the celebration of vintage jazz dance. We endeavor to preserve and grow American jazz dance through partnership with local non-profits and to provide educational arts opportunities for youth and underserved populations. We foster the artistic growth of the existing Pacific Northwest dance community by reaching new dancers, empowering existing jazz artists, and supporting swing dance venues and events.”

Revision approved June 29, 2014.

 

Revision: Bylaws changed throughout for minor clerical updates, especially consistency of language. Clarified procedures for adding and removing Board Members, how many Board Members are needed on the Board, and added Article XVI (Code of Conduct).

Revision approved October 29, 2021.

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