Last updated 2010.
Article 1 – Name
Section 1. The name of this organization is SwingColumbus.
Article 2 – Purpose
Section 1. SwingColumbus is a nonprofit educational organization which is dedicated to the preservation, study, teaching, enjoyment and continuing evolution of all forms of swing dance which commonly refers to, but is not limited to, a group of American Rhythm dances that developed concurrently with the swing style of jazz music in the 1920s, ’30s and ’40s and is identified primarily by 6-beat and 8-beat patterns.
Article 3 – Membership
Section 1. All persons interested in dance and music are eligible to become members of SwingColumbus upon payment of dues. SwingColumbus will not discriminate for any reason because of age, race, gender, religion, sexual orientation or political affiliation.
Section 2. Members in good standing are entitled to attend general and special meetings; to vote on all questions coming before the membership; to vote for confirmation of any changes in board membership; to vote on changes to the by-laws; are eligible to become a member of the performance and competition team; are eligible to hold office and serve on standing or special committees.
Section 3. Membership dues and privileges are determined by the Board. Only those persons whose membership is paid for the current year will be members in good standing. All memberships begin and end with the SwingColumbus fiscal year.
Section 4. The Board may, at its discretion, terminate the membership of any person at any time by returning that person’s current dues minus any discounts or cost of any merchandise received with membership.
Article 4 – Meetings of the Membership
Section 1. The Annual Meeting of the Membership shall be held each year in the month of April for the confirmation of Officers and the transaction of any necessary business.
Section 2. Special meetings of the membership may be called by the Chief Operating Officer at his or her discretion, or at the direction of the Board, or at the written request of at least 25% of the membership. Notices of special meetings shall state the matters to be considered.
Section 3. At least two weeks notice of the annual or any special meeting shall be given.
Section 4. At least 10% of the membership is required to constitute a quorum and a majority vote of the quorum is necessary to transact any business brought before the membership, including the confirmation of officers, except as otherwise noted in these bylaws.
Article 5 – Board of Directors
Section 1. The responsibility for all business matters lies with the Board of Directors which consists of a Chief Operating Officer (COO), Event Chair, Marketing Chair, Performance Chair and Instruction Chair.
Section 2. The Board has sole authority to set schedules and dates for the year; to set dues and fees at rates which will cover costs of operation; to set honoraria paid to teachers and musicians; to set rental fees of any SwingColumbus facilities; to approve budgets for any other incidental expenses; to engage and reimburse facilities for rental of space for SwingColumbus Events; to approve engagements and/or other special activities undertaken in the name of SwingColumbus.
Section 3. The Board shall determine the need for and the responsibilities of standing or special committees to carry out projects or special programs.
Section 4. Any member of the general public at the invitation of a majority of the board may attend meetings for the purposes of advising or receiving suggestions from the Board concerning the programs of SwingColumbus.
Section 5. In the event of a vacant seat on the Board, the remaining Board members may exercise the powers of the full Board until the vacancy is filled at the next regular election or by a majority vote may appoint a member to temporarily fill the vacancy until the next election. Excluding the Chief Operating Officer a member of the Board may also fulfill the role of two Board positions if a suitable member cannot be found to fill the position.
Section 6. A member of the Board may be removed from office after reasonable notice by a two-thirds majority vote of the entire board or after having an opportunity to be heard by a meeting of the SwingColumbus general membership and a three-fourths majority vote of the assembled membership.
Section 7. There may be 3 to 5 Board Members. The actual number will be set by the Board and may be changed by majority vote of the Board provided the positions are in accordance with Article 7 of this document.
Section 8. All budgets must be approved by a majority vote of the Board.
Section 9. The general membership shall be notified of any resignation or termination of a member of the Board.
Section 10. If a Board Member is removed by either the Board or the general membership that person may not regain a seat on the Board for a minimum of 5 years after his/her removal.
Article 6 – Conflict of Interest Policy
Section 1. The purpose of this conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Section 3. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article 6, Section 5, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.
Section 4. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Section 5. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Committee members shall decide if a conflict of interest exists.
Section 6. The procedure for addressing the conflict of interest is as follows;
- An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The Chairperson of the governing Board or Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement
- After exercising due diligence, Board or Committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 7. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 8. Any minutes from meeting of the Board or Committees shall contain;
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 9. A voting member of the Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 10. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 11. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 12. When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article 7 – Meetings of the Board
Section 1. The Board will meet a minimum of twice annually.
Section 2. The quorum for transaction of business is at least half of the Board of Directors.
Section 3. A majority vote of those Board members present is necessary to transact any business brought before the Board.
Section 4. All Board members must be notified of any Board meeting. Any notification must include an agenda for the meeting. Each Board member must respond to the COO that they have received the notification.
Section 5. Minutes of all Board meetings must be made available to the SwingColumbus general membership.
Article 8 – Officers
Section 1. The Board of Directors for SwingColumbus consists of five Officers, they are the Chief Operating Officer (COO), Event Chair, Marketing Chair, Performance Chair and Instruction Chair.
Section 2. Term of office is one year.
Section 3. Duties of Officers are:
- Chief Operating Officer: The COO is responsible for the collection of dues and charges, for the disbursement of fees to musicians and teachers and for payment of authorized expenditures. The COO advises the Board about the finances of the organization and assists in formulating the budgets for the regular and special activities. The COO also prepares a yearly financial statement of operations and archives any official records from the operational activities of the organization. The COO is responsible for the inventory and management of all assets of the organization. The COO will be the primary name on the SwingColumbus bank account.
- Events Chair: The Event Chair is responsible for leading and organizing all events for SwingColumbus. He/She will develop an Events Committee as they see fit to assist with any event responsibilities. The Event Chair shall also be the secondary name on the SwingColumbus bank account.
- Marketing Chair: The Marketing Chair will maintain the image of SwingColumbus through official media published on behalf SwingColumbus, including the content of the SwingColumbus Events Calendar. The Marketing Chair shall also be responsible for ensuring the creation and accuracy of threads on the SwingColumbus Discussion Forum for all SwingColumbus events as well as posting on forums in other swing dancing communities. The Marketing Chair will maintain a standing seat on the Events Committee.
- Performance Chair: The Performance Chair will oversee the management, booking and financial budget of the Performance Team. He/She will keep track of any upcoming competitions and seek performance opportunities for the team. The Performance Chair will have sole discretion over the make up of the Performance Team. The Performance Chair will submit a financial report of the Performance Team budget to the Board quarterly.
- Instruction Chair: The Instruction Chair is responsible for the booking and confirmation of instructors for all SwingColumbus events at which instruction is required and if unable to book any must handle the instruction at the event him/herself. He/She will also be responsible for the hospitality of any instructors invited to teach from outside of Columbus, OH. This would include securing housing, scheduling meals and providing social activities if necessary.
Article 9 – Election of Officers for the Board of Directors
Section 1. Officers on the Board of Director are confirmed at the Annual Meeting of the General Membership and take office the following July 1st. The process of confirmation is as follows;
- The Board shall invite nominations from the general membership for all Board positions 2 months prior to the Annual Meeting.
- The Board shall meet at least one month prior to the Annual Meeting to nominate a slate of Officers for the Board.
- The Board will report its slate of nominees to the membership at least two weeks prior to the Annual Meeting.
- Each board position will be voted upon individually for confirmation by the general membership.
- A majority of affirmative votes by a quorum of the members at the General Meeting is required for confirmation to office.
- In the event that a member of SwingColumbus is not able to attend the Annual Meeting the member has the right to issue his/her vote via an absentee ballot, delivered in writing to the COO of SwingColumbus. Absentee ballots are to be included in the count of attending members to achieve a quorum.
- If a nominee does not receive a majority of the vote the Board must submit a new nominee for confirmation by the general membership. This vote will take place either via the SwingColumbus website or a special general meeting.
Article 10 – Fiscal Year
Section 1. The fiscal year of SwingColumbus is July 1 through June 30.
Article 11 – Amendments to the Bylaws
Section 1. Amendments to these Bylaws may be made upon one month’s written notification via email to the general membership and post to the SwingColumbus Discussion Forum; this notice must state the proposed changes. A two-thirds majority vote of the quorum at a standing or special meeting is required for adoption.
Article 12 – Special Notices Regarding Tax Exemption.
Section 1. No part of SwingColumbus’ assets or net earnings may inure to the benefit of private individuals. This does not preclude the payment of any reasonable fees for goods or services provided to the organization.
Section 2. In the event of dissolution of SwingColumbus, the group’s assets will be distributed to another nonprofit organization that is exempt under section 501(c)(3) status of the Internal Revenue Code.
Section 3. SwingColumbus shall not as a substantial part of its activities attempt to influence, carry on propaganda or otherwise attempt to influence legislation except to the extent permitted by section 501(h) of the Internal Revenue Code.
Section 4. It is intended that SwingColumbus be entitled to exemption from Federal income tax under section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.