Emerald Wave Squares Bylaws
PREAMBLE
The members of this club are banded together in a spirit of friendliness, good fellowship and community social engagement to provide an organization for the education, development and furtherance of interest in modern square dancing among the LGBTQ+ / All Inclusive community of Pensacola, FL and the surrounding area, and to give it the emphasis it deserves as a major part of their social and recreational life. It shall be known in any advertisements, flyers or publications that the club is an LGBTQ+ and friends / All Inclusive club, welcoming all individuals without regard to their age, race, ethnicity, creed, religion, disability, sexual orientation, gender identity or expression. The club shall operate as a nonprofit organization. In order that the club may function smoothly as a group for the benefit of all, the following CONSTITUTION AND BYLAWS are herewith established.
1.0 NAME
This club shall be known as Emerald Waves Squares, Incorporated (Emerald Waves Squares, Inc.), a nonprofit corporation.
2.0 PURPOSE
2.1 Emerald Wavers Square Dance Club is organized exclusively for charitable, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
2.1.1 promoting modern square dancing among the members consistent with an accepted club level of dancing comparable with other clubs in the area, and
2.1.2 conduct all position dance lessons at all levels in accordance with current dance programs as set forth by CALLERLAB:
2.1.3 Emerald Wavers Square Dance Club agrees to adhere to the United Square Dancers of America Bylaws and Standing Rules and agrees to subscribe to the United Square Dancers of America Code of Conduct and Code of Ethics.
2.1.4 Emerald Waves Squares will follow the spirit of the Bylaws and other governing documents of the International Association of Gay Square Dance Clubs (“IAGSDC”) of which this Club is a Full Member organization (as defined in the IAGSCD Bylaws)
3.0 OFFICERS/BOARD OF DIRECTORS
3.1 The elected Officers/Board of Directors (Board) shall consist of:
3.1.1 President
3.1.2 Vice President
3.1.3 Secretary
3.1.4 Treasurer
3.2 Additional board members shall be:
3.2.1 Immediate Past President
3.2.2 Parliamentarian
3.3 Requirements for Officers/Board of Directors:
3.3.1 Must be a regular club member in good standing.
4.0 MEMBERSHIP
4.1 Membership in the club shall be open to any person who:
4.1.1 accepts the Preamble without reservation,
4.1.2 is willing to abide by the purpose of the club as set forth in 2.0,
4.1.3 demonstrates the ability to dance at the level of square dancing currently danced by club members, to include active students that show commitment and participate in weekly classes and
4.1.4 is approved by the Board and the membership.
4.2 There shall be four membership classifications, as follows:
4.2.1 Regular membership shall be available to qualified dancers who are 16 years of age or older and pay the prescribed annual dues. They shall be entitled to attend all dances sponsored by the club, and to vote in elections and on other matters presented before the membership.
4.2.2 Junior membership shall be available to qualified dancers who are under 16 years of age and pay 50% of the prescribed annual dues assessed to regular members. Junior members shall be entitled to attend all dances sponsored by the club; however, they shall not have voting privileges and may not hold office.
4.2.3 Provisional membership shall be accorded to individuals prior to acceptance into Regular or Junior membership. Provisional members must demonstrate the ability to dance at the level of square dancing currently danced by the club or express a desire to become a member of an organized square dance club and accept the obligations thereunder. Provisional members shall not have voting privileges and may not hold office. Provisional membership shall not extend beyond a 60 day period unless enrolled in a class of instruction.
4.2.4 Honorary membership shall be accorded to individuals nominated by the Board and approved by the membership. Nomination and approval shall be based upon, as a minimum, long term participation in club activities and other square dance functions and physical and/or financial support of the club facilities. An honorary member shall not be required to pay dues shall not have voting privileges and shall not hold elected office.
4.3 Any member who fails to uphold the Constitution and Bylaws or conducts himself/herself in a manner detrimental to the club or square dancing may be dropped from membership, upon approval of the Board and the membership. Said member shall be notified in writing of this action by the Membership Committee Chairperson.
4.4 Additionally, a member may be an inactive or former member as defined below.
4.4.1 Inactive member
4.4.1.1 A member may voluntarily convert to an inactive status under the following conditions:
4.4.1.1.1 sickness – family or personal
4.4.1.1.2 temporary move or absence from the local area, or
4.4.1.1.3 temporary conflict with employment or school
Requests for other reasons shall require Board approval. The member shall notify the Membership Committee Chairperson (or his/her representative) of his/her desire to become an inactive member for a period of time. Such member may be reinstated into regular or junior membership, as appropriate and as described in 4.1.
4.4.1.2 Additionally, a member will be deemed to be in an inactive status when the member’s dues are two months in arrears and the member shall be notified by the Membership Committee Chairperson. If the member’s dues become three months in arrears, the member shall be automatically dropped from membership.
4.4.1.3 During any period in which a member is in an inactive status, such member shall lose his/her voting privileges and shall relinquish all elected and appointed offices. Also, during any period of inactive status, the member shall not be required to pay any dues for the period of inactive status and shall not be given credit for membership for the period of inactive status for purposes of holding elected office.
4.4.2 Former member – A former member is one who was dropped from membership as described in 4.3 or became inactive as defined in 4.4.1. A former member may be reinstated into regular or junior membership, as appropriate and as described in 4.1. A former member shall not be given credit for membership when he/she was previously in an inactive status and will not be required to pay dues for the period of inactive status.
5.0 GOVERNMENT AND OPERATIONS
5.1 This club shall be governed by a quorum of the Board, whose duty it shall be to conduct all routine club business. Only those board members specified in 3.0 shall have a vote at board meetings; however, the Parliamentarian shall not vote in board meetings, but act in an advisory capacity. The Board shall have the authority to designate a Registered Agent. A Registered Agent would receive and send official legal notifications, including notice of lawsuits and state taxes due, on behalf of Seaside Squares, Inc.
5.2 Emerald Wavers Squares Fiscal Year Begins January 1st and Ends December 31st. The Board shall meet at a prearranged time quarterly (January, April, July and October), or at a minimum twice a year at the dance hall, or other designated location. Members shall be given notice of these board meetings and are privileged to attend.
5.3 Three members of the Board shall constitute a quorum at a board meeting.
5.4 Regular business meetings of the membership shall be held each month immediately following the regular dance on the date established by the Board. The President may reschedule the monthly meeting(s) to avoid conflicts with other events.
5.5 Special meetings of either the Board or the membership may be called by the President or by a majority vote of the Board.
5.6 The caller (or cuer or dance instructor) shall be a paid professional, whose fee will be a professional contractual fee not subject to withholding tax, social security tax, workman’s compensation tax or deductions to be made by Emerald Waves Squares, Inc. Said caller (or cuer or dance instructor) and spouse may petition Emerald Waves Squares, Inc. for dues-paying membership. Should dues-paying membership be approved, said caller, cuer and/or dance instructor and spouse may hold office and vote on all matters except those concerning themselves as caller, cuer and/or dance instructor for Emerald Waves Squares, Inc. Otherwise, said caller, cuer and/or dance instructor and spouse shall serve as advisors to the club.
5.7 Any club member who, by virtue of a change of status, shall become a professional paid caller, cuer and/or dance instructor or spouse of the caller, cuer or dance instructor for Emerald Waves Squares, Inc. may petition Emerald Waves Squares, Inc. to continue to be dues-paying members. Should dues-paying membership be approved, refer to 5.6 above.
6.0 COMMITTEES (To Be Determined)
6.1 Standing Committees – The chairperson of each standing committee shall be appointed by the Board, with the exception of the Membership Committee which will be chaired by the Vice President.
6.2 Special Committees
6.2.1 Constitution Committee – The Parliamentarian shall chair the Constitution Committee with other members appointed by the Board.
6.2.2 Nominating Committee – The Committee Chairperson and members shall be appointed as defined in 7.1.1.
6.3 Duties and functions of standing and special committees will be as defined in 2.0 of the Bylaws or as mandated by the Board upon appointment.
7.0 ELECTIONS AND VOTING
7.1 Elections
7.1.1 A Nominating Committee shall be appointed by the President during the October business meeting for the purpose of presenting nominations for officers, during the November business meeting. The committee shall consist of a chairperson and two additional members in good standing.
7.1.2 The Nominating Committee shall present the recommended slate of officers during the November business meeting. After presentation of the Nominating Committee’s slate, the presiding officer shall entertain additional nominations (with the nominee’s consent) from the floor for additions to the list of nominees. Additional nominations (with the nominee’s consent) may also be made from the floor at the December business meeting prior to the election.
7.1.3 Election of officers shall be conducted by secret ballot during the December business meeting.
7.1.4 Terms for officers shall be for a period of one year, beginning January 1.
7.1.5 In the event of a permanent vacancy in the office of President, the Vice President will succeed to that office. A vacancy in any other office of the Board shall be filled by a special election to that office.
7.2 Voting
7.2.1 A simple majority vote of those members present is required to conduct business.
7.2.2 A quorum is required to amend the Constitution and Bylaws and to dissolve the club.
7.3 Quorums
7.3.1 A quorum is established when 50% plus one of the membership are present.
7.3.2 When a quorum is required, the members shall be notified at least seven calendar days immediately prior to the meeting. Notification shall be made by telephone or electronic transmission advising members that an item will be on the agenda which requires disposition by a quorum.
7.3.2.1 If a quorum is not established at this meeting, all members shall be notified in writing or by electronic transmission, of the time and place for the next called meeting, which shall be held no sooner than seven calendar days after the above meeting.
7.3.2.2 At this called meeting a quorum shall be those members present, provided not less than 90% of the membership have been contacted as directed by the President or the Board.
8.0 RECEIPTS AND DISBURSEMENTS
8.1 This club shall operate from dues as determined and levied by the Board.
8.2 All expenditures, other than normal recurring operating expenses, exceeding a predetermined amount established by the Board must be approved by the Board. The predetermined amount will be recorded in the minutes of the Board meeting and shall be reviewed/updated annually.
8.3 All checks must bear the signature of the Treasurer or President. Checks exceeding a total of one thousand dollars ($1000.00) must bear the signature of both the President and Treasurer. If an immediate family relationship exists between the Treasurer and the President, the Board shall designate an alternate signature in lieu of the President’s.
8.4 Caller(s)’s fees
8.4.1 All fees paid to the caller(s) shall be determined by the Board.
8.4.2 Fees paid to the caller(s) for instruction of new dancers will be derived from the fees assessed students as determined by the Board, and classes shall be self-supporting.
8.5 The Treasurer shall present a complete financial statement at each regular business meeting and at such other times as the President may direct.
8.6 No part of the organization’s net earnings may inure to the benefit of any person having a personal and/or private interest in the activities of the organization.
9.0 DISSOLUTION OF CLUB
Upon majority vote of the Board of Directors to dissolve the Corporation, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the benefit of the Corporation to any exempt corporation or entity organized for purposes similar to those set forth under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law) as the directors shall determine.
10.0 DUTIES OF CALLER(S)
10.1 The caller(s) shall be responsible for the dancing program and the instruction of new dancers, under the direction of the Board, in accordance with the Preamble and 2.0.
10.2 The caller(s) shall notify an officer of the club in case of her/her absence. It will be the duty of the designated club officer to acquire the services of a substitute call in such an eventuality.
11.0 AMENDMENTS TO THE CONSTITUTION
11.1 Any proposed change or amendment of the Constitution shall be submitted to the organization’s membership at a regular business or specially called meeting provided that written or published notice of the proposed change or amendment shall be submitted at least ten days prior to such meeting. Posting of such notices on the organization’s dance hall bulletin board shall be considered sufficient publication insofar as meeting this requirement. The notice of such meeting shall specify the proposed change or amendment and set forth the substance of the change.
11.2 As required by 7.2.2, a majority vote of a quorum, shall be sufficient to change or amendment the Constitution.
BYLAWS
1.0 DUTIES OF OFFICERS/BOARD OF DIRECTORS
1.1 All persons listed in 3.0 of the Constitution shall constitute the Board.
1.2 President – The President shall preside at all meetings and, with the Board, shall rule on any disputes not covered by the rules of the club. He/she shall be responsible for the conduct of the club members and for opening and closing the dancing facilities. He/she will ensure compliance with all provisions of the Constitution and Bylaws by the membership, and the proper functioning of all committees
1.3 Vice President – The Vice President shall perform the duties of the President in his/her absence, shall act as Membership Committee Chairperson and shall notify members who are two months in arrears of dues.
1.4 Secretary – The secretary shall keep a record of the minutes of all meetings, handle all club correspondence, notify the membership of special meetings, and shall read the minutes of each previous meeting to the membership.
1.5 Treasurer – The Treasurer shall collect and record all membership dues. He/she shall be the custodian of all funds belonging to the club and keep a record of all financial transactions in accordance with State and Federal Laws and tax regulations.
1.6 Parliamentarian – The Parliamentarian shall aid and advise the Board at all meetings and may offer the proper resolution to any question of parliamentary procedure. He/she shall not have voting privileges at board meetings. He/she will chair the Constitution Committee, as defined in 6.2.1 of the Constitution.
1.7 Immediate Past President – The Immediate Past President shall act in an advisory capacity with voting privileges.
2.0 DUTIES OF COMMITTEES (To Be Determined)
2.2 Special Committees
2.2.1 Constitution Committee – The Constitution Committee shall review all proposed changes and amendments to the Constitution and Bylaws as to wording, conflict of interest, legality and/or possible conflict with other sections of the Constitution and Bylaws.
2.2.2 Nominating Committee – The Nominating Committee shall be appointed as described in 7.1 of the Constitution and fulfill the obligations described therein. The President may, at his/her discretion, dissolve the Nominating Committee immediately after the November report, or may retain all or part of the committee during his/her tenure. In addition to providing nominations for the regular election of the Board, the committee may make nominations (with the nominee’s consent) to fill vacancies which occur during the year because of resignation, dismissal, incapacitation, or death of an elected officer.
2.2.3 Other Committees – Other committees shall have the function and tenure given and mandated by the Board upon appointment.
3.0 ORDER OF BUSINESS
3.1 The order of business shall be as follows:
3.1.1 Reading of the minutes of the previous meeting
3.1.2 Treasurer’s report
3.1.3 Report of Standing Committees
3.1.4 Report of Special Committees
3.1.5 Old business
3.1.6 New business
3.1.7 Other agenda items covered by the Board meeting
3.2 The rules contained in “Robert’s Rules of Order’ shall govern the club in all cases to which they are applicable and in which they are not inconsistent with the Constitution and Bylaws of this club.
4.0 DUES AND FEES
4.1 There shall be annual dues for regular and junior members as set forth by the Board. Dues shall be paid annually in the month of January. Dues may be prorated for individuals joining at any point in the calendar year. Currently set at: $12.00 for regular and $6.00 for junior. Applies to all levels of membership. Dues cover only the membership, not the nightly fee for dancing or lessons.
4.2 Fees are collected on the night of the dance for nightly dances and lessons. Currently set at $10.00 per night for dancing and/or lessons.
4.3 The Board may designate specific Emerald Waves Squares, Inc.-sponsored events for special club activity, for Northwest FL Square and Round Dance Association (NWFSRDA), IAGSDC sanctioned dances or other special events for which an admission charge (special fee) may be required. Club membership, NWFSRDA and IAGSDC memberships may provide a discounted admission charge, these are determined by the organizing committees.
5.0 COURSES OF INSTRUCTION
5.1 Dance classes shall be conducted as often as interest warrants and time permits. Courses shall consist of currently generally accepted dance basics and dance etiquette.
5.2 Specific dates, times and length of courses shall be determined by the Board with the advice of the instructor(s).
6.0 CONDUCT OF MEMBERS AND GUESTS
6.1 Club members of the club and their guests shall abide by the Ten Commandments for Square Dancers, appended hereto.
6.2 Club members will be responsible for the conduct of their children. Disorderly conduct of children should first be brought to the attention of the parent(s) or guardian(s). If satisfactory control is not obtained, the club officers will be informed. The President or Vice President will request the parent(s) or guardian(s) remove the problem child(ren) from the facility.
7.0 AMENDMENTS TO THE BYLAWS
Changes and amendments to the Bylaws shall be affected in a manner identical to that of changing and amending the Constitution, as specified in 11.0 of the Constitution.
TEN COMMANDMENTS FOR SQUARE DANCERS
- Thou shalt square dance only for the fun, remembering all dancers must have fun or no dancer will have fun for long.
- Thou shalt earn forgiveness of thy goofs by remembering that even thou wert once a beginner, and shall help those with less experience while maintaining both a friendly face and a cheerful heart.
- Thou shalt arrive promptly and in sweet smelling condition.
- Thou shalt remember square dancing is a social activity, dressing appropriately and behaving properly.
- Thou shalt welcome the stranger in thy midst with word and deed, remembering that “a stranger is just a friend you haven’t met.”
- Thou shalt form squares promptly when the music starts, never sit out when needed to complete a square, and never, ever leave a square.
- Thou shalt let the caller do the teaching and leave all conversation for break periods.
- Thou shalt honor thy club and give it thy loyalty and service.
- Thou shalt not kill thy club with bickering and complaints.
- Thou shalt spread gladness and good cheer throughout the land, advising everyone that SQUARE DANCING IS FUN!