| SPACE COAST DANCE CLUB |
BY-LAWS of SPACE COAST DANCE CLUB, INC., as adopted June 29, 2009. SPACE COAST DANCE CLUB is a Florida Corporation Not-For-Profit. ARTICLE I - PURPOSE SPACE COAST DANCE CLUB, INC. (the “Corporation”) is organized and operates as a nonprofit educational and social organization under the Nonprofit Corporation Act (the “Act”) for the purpose of preserving, studying, teaching and promoting public interest of all forms of social dancing, and to engage in any lawful activity under the laws of the State of Florida. The Corporation shall not engage in any activity that conflicts with its status as a nonprofit corporation. ARTICLE II - OFFICES The Corporation shall have and shall continuously maintain in the State of Florida, a registered office and a registered agent, which agency may be either an individual resident in the State of Florida whose business office is identical with such registered office, or a domestic corporation for profit authorized to conduct affairs in the State of Florida that is authorized by its articles of incorporation to act as such agent having a business office identical with such registered office and may have other offices within or without the State of Florida as the Board of Directors may from time to time determine. ARTICLE III - MEMBERSHIP A. Any person interested in dancing shall be eligible for membership B. Membership is granted after submission of a membership application and payment of annual dues, as set by the Board of Directors from time to time. C. Members shall have the right to cast their ballots for nominated Directors and, when applicable, are eligible to hold office and serve on the Board of Directors. D. If a Member acts in an inappropriate manner, or otherwise fails to follow the rules and policies of the Corporation at any time, the Board of Directors may, at its discretion, terminate the membership of such Member. ARTICLE IV - ELECTION OF DIRECTORS A. On or before 60 days prior to the election date, the current President shall appoint a three-member Nominating Committee, one or more of which shall be a Director. Nominations for the Board of Directors shall be made by the Nominating Committee or by written request made by any individual member in good standing. B. Nominees must be Members in good standing C. Current Board Members may elect to run for a seat on the upcoming Board. If there are no Members interested in sitting on the Board of Directors, the current Board of Directors may extend their term. If the nominees for the Board of Directors are greater than 9 (or the maximum number of Directors allowed), ballots will be sent to all Members 30 days prior to the election. Each Member shall have one vote. Ballots will be collected until 3 days prior to election meeting. The final vote shall be the sum of mail in ballots, plus votes cast in person at the election meeting. Once submitted, a vote cannot be changed. If the nominees for the Board of Directors are equal to or less than seven, no ballots will be sent to the members, and the nominees will be installed to the Board. The Secretary, with two (2) witnesses, shall count and certify ballots. Ballots shall be retained and available to any members after the election for a period of one (1) year for inspection. Ballots will be retained by the Secretary. Each Director will serve for one (1) year, beginning on January 1 and ending on December 31 of the same year. The term of the first Board after Incorporation shall end on December 31, 2010. ARTICLE V- BOARD OF DIRECTORS A. Board of Directors (hereinafter “Board” or “Directors”) shall have the overall responsibility to set policy, regulate and administer the Corporation’s affairs, including, but not limited to: 1. Scheduling events, setting dues, fees and cost of admission to functions 2. Paying the operational costs of the Corporation, including payment to teachers, disc jockies, facilities, and all matters incident to the business of the Corporation 3. Purchasing equipment and materials necessary for the Corporation’s operations and activities 4. Expending and managing the financial assets of the Corporation. B. The Board shall consist of at least seven (7) and no more than nine (9) Directors (herein called “Board Members”) at any time. C. The Board shall regulate membership dues, which are payable annually by December 31 for the next calendar year, and are nonrefundable. D. The Board may designate committees to undertake defined tasks and may delegate limited authority for decisions to be made on behalf of the Board. E. Vacancies on the Board may be filled by the vote of a majority of Directors then in office, however, vacancies need not be filled unless the number of Directors falls below seven. The Directors may appoint additional Directors to the Board by majority vote at any time the number of Directors is below seven (or the then maximum number of Directors allowed). F. Meetings of the Board shall be a held a minimum of two times a year, with additional meetings held as called for. G. A majority of Directors shall constitute a quorum for the transaction of business. A quorum will consist of five (for a Board of seven members) or six (for a Board of nine members). No Board Member shall vote on matters affecting a different organization with which they are affiliated. Affiliation must be disclosed at time of election. The minimum number of voters required on any issue, excluding Conflict of Interest, shall be three (3). Conflict of Interest shall be defined as affiliation with any group that is a subject of a vote. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board. H. A Director may be removed for cause by a majority vote of the entire Board. Such vote may be by secret ballot and the Director who is the subject of removal shall have no vote in the matter. Cause for removal shall be recorded in the minutes. ARTICLE VI- OFFICERS and COMMITTEES Only current Directors are eligible to be Officers of the Corporation. At the first meeting of the Directors after an election, the Directors shall elect the Officers from among the Directors by majority vote. The term of office is one year. The Officers of the Corporation are President, Vice President, Secretary, and Treasurer. A. President -The President is the executive officer responsible for the operation of the group. The President shall: 1. Preside at all meetings and events 2. Set the agenda for Board Meetings 3. Call regular or special meetings of the Board or membership 4. See that the order s and resolutions of the Board are carried out 5. Appoint chairs and committees 6. Perform such other duties as necessary and as authorized or requested by the Board. B. Vice President. The Vice President shall: 1. Act in place and stead of the President in his/her absence or incapacity 2. Perform all duties of the President in the President’s absence and in the event of the President’s resignation or incapacity to serve, shall succeed to the office until the next regular election of the Officers. The President may delegate to the Vice President such other duties as necessary and as authorized or requested by the Board. C. Secretary. The Secretary shall: 1. Keep the minutes of all meetings 2. Record all votes at meetings and actions taken between meetings 3. Distribute the minutes to all Board members before the next regular meeting 4. Read and file minutes of previous meetings 5. Assume responsibility for official correspondence by the Board 6. Maintain membership roster and Bylaws and distribute copies to all Board Members 7. Perform such other duties as necessary and as authorized or requested by the Board D. Treasurer. The Treasurer shall: 1. Keep and maintain adequate and correct books and accounts of the Corporation's transactions 2. Be responsible for establishing accounts in appropriate insured financial institution 3. Establish and ensure a minimum of two signatures of current Officers be affixed for all disbursements $100 or more made through appropriate insured financial institutions 4. Collect dues and charges, and deposit all dues and other income 5. Disburse fees to teachers, vendors and others as authorized by the Board 6. Advise the Board of the finances of the Corporation and shall assist in formulating budgets for events and activities 7. Prepare a yearly financial statement of operations 8. Perform such other duties as necessary and as authorized or requested by the Board. 9. Establish accounts in appropriate financial institutions E. Delegation: 1. Officers may delegate tasks to other individuals or committees, but shall retain the responsibility for those tasks. F. Standing Committees 1. Event 2. In addition to the Standing Committees, the Board shall from time to time appoint Ad Hoc Committees by majority vote. The charter and responsibilities of such Ad Hoc Committees shall be established by the Board. Members of Ad Hoc Committees shall be appointed by the President and shall serve until the Ad Hoc Committee has completed its assigned responsibilities or is terminated by majority vote. ARTICLE VII - MEETINGS Members in good standing are, unless otherwise notified by the Board, welcome to attend the meetings of the Board. Members may participate in discussions on the agenda at the Board Meeting, but shall not have a vote on such matters. Any member may petition for an item to be added to the Agenda by written request to the President at least seven days prior to the Board meeting. If the subject matter of such request is approved by the President, the matter shall be placed on the agenda for the next regularly scheduled meeting and heard at such meeting. A minimum of one Annual meeting of the general membership will be called by the President at his or her discretion, at the direction of the Board, or by the written request of at least 10% of the membership. At least fourteen days’ written notice shall be given of any meeting of Members and such notice shall state the matters to be considered. It is desirable that meetings of the Board shall be conducted in the spirit of cooperation and consensus on decisions. Should questions or disputes as to procedure arise, they shall be settled by reference to Robert’s Rules of Order, except which such Rules are inconsistent with these By-Laws. Meetings of the Board of Directors will be announced, along with the meeting agenda, fourteen days prior to established date, with a follow up announcement two days prior to the established date. Notices, agenda, and all communications may be delivered in person, by first class mail, by facsimile or by email (electronic means). Decisions of the Board can be made by unanimous electronic means and/or unanimous written consent without the necessity of a meeting. ARTICLE XIII- AMENDMENTS TO BY-LAWS The Board of directors shall have the power to adjust, alter, amend, or repeal the By-Laws utilizing the following procedure: 1. A proposal for change in the by-Laws shall be made at a meeting of the Directors and the entire text of the proposed amendment(s) shall be made available to the Directors at that time. 2. Proposed amendment(s) to the By-Laws shall meet with an affirmative vote of no less than five (for a seven member Board) or six (for a nine member Board) for the Board to pass. 3. Upon adoption, the Amended By-Laws will be posted to the Corporation’s website. ARTICLE IX – DISSOLUTION In the event dissolution of the Corporation becomes necessary, all remaining assets shall be disbursed according to decision of the Board of Directors. CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting Secretary of The Space Coast Dance Club, Inc., a Florida Corporation Not-For-Profit, and that the above By-Laws are the By-Laws of this Corporation as adopted by the Board of Directors on June 29, 2009. Executed on June 29, 2009 at Melbourne, Florida. |
| BY-LAWS of SPACE COAST DANCE CLUB, INC. |
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