Preamble

Swing Des Moines is a nonprofit organization with an educational purpose of promoting and expanding the education and enjoyment of vintage swing dances in the central Iowa area. The organization will achieve this purpose through teaching classes and workshops, giving demonstrations and presentations to area schools and organizations, uniting central Iowa dancers who are interested in swing dance, and educating the public about swing dancing as America’s folk dance.

Article I. Members and Membership

Swing Des Moines is comprised of individuals who subscribe to the intent of this organization and who are qualified for Membership as defined in this article. Members of Swing Des Moines are expected to conduct themselves in a proper manner, to refrain from any action detrimental to the Organization, and to observe the bylaws and standing rules of this Organization.

A. In order to become a member of Swing Des Moines, an individual must:

1. Complete a Membership form, agreeing to abide by these bylaws and any standing rules, and

2. Pay established Membership dues.
Upon receipt of Membership application and dues, the applicant shall be immediately entitled to all rights and privileges of Membership, except that he or she may not vote on Organization matters for 60 days, and he or she shall be given a copy of the bylaws and standing rules and shall be issued a Membership card.

B. Swing Des Moines shall have four classes of Members:

1. Regular Members are Members in full standing with all rights and privileges of Membership including voting and holding office, except in cases of conflict of interest.

2. Junior Members are Members under the age of 16. Junior members may not vote or hold office.

3. Business/Organizational Members are nonvoting members.

C. Termination of Membership

1. An individual’s Membership automatically terminates if dues are not paid within one month of the due date. Members with outstanding dues are entitled to attend Organization functions within that month, but are not entitled to the other privileges and rights of Membership until such time as dues are paid current.

2. A Member may terminate his or her own Membership at any time by returning his or her Membership card. This termination shall not relieve the Member of any obligation he or she may have to Swing Des Moines and no dues will be refunded.

3. Within the first 60-day period after becoming a Member, the Board of Directors may terminate a Membership for just cause, refunding all dues.

4. Individuals who fail to conduct themselves properly and who have been a Member longer than 60 days may have a penalty imposed by the following process:

a. The Board of Directors may initiate the revocation of an individual’s Membership, or shall do so if so petitioned by 10 percent of Members. The individual must be notified in advance of and be allowed to attend a Membership revocation hearing at which he or she shall be allowed to answer any charges.

b. At the end of the hearing, the Board of Directors shall determine whether to recommend a penalty against the member.

c. If a penalty is to be imposed, the Board shall choose a penalty or combination of penalties from the following:

i Reprimand.

ii Suspension – all rights and privileges of the member are suspended for a definite interval.

iii Probation – for a definite interval, the individual’s behavior shall be monitored and the Board may terminate his or her Membership without further recourse by the terminated Member.

iv Termination – the individual’s Membership is revoked, and he or she is ineligible to rejoin the Organization.

d. In any case, no dues shall be refunded.

D. Membership Dues

1. Membership dues are payable upon completion of the application form and yearly thereafter. Renewals are to be paid by the first of the month following the anniversary date.

2. The Board of Directors shall recommend the amount of dues that shall be established by the Membership at the annual Membership meeting. Dues for members who join as a married couple may be set at a lower rate.

3. Membership dues are intended to cover the cost of miscellaneous administrative costs of operating Swing Des Moines, and to help pay for expenses arising from Swing Des Moines’ activities.

4. Established dues shall be published as a Standing Rule. This Standing Rule shall include the monthly budgeted amount for all expenses.

E. Miscellaneous Membership Provisions

1. Swing Des Moines shall not discriminate on the basis of race, sex, or marital status.

2. Membership cards remain the property of Swing Des Moines and must be surrendered at the termination of Membership.

3. No Member may sell or transfer any Membership.

Article II. Membership Meetings

A. The annual Membership meeting shall be held in February of each year on a date and at a time and location set by the Board of Directors at least 30 days in advance.

1. Where possible, the annual meeting should be conducted in conjunction with another activity.

2. Notice of the annual meeting shall be given to all Members in writing at least 10 days in advance of the meeting. This notice shall be considered delivered when:

a. Deposited in the US mail, addressed to the Member at the Member’s address as it appears in Swing Des Moines’ records, with the proper amount of postage affixed, or

b. Sent by electronic means including email and fax to the Member’s email address, fax number, etc. as it appears in Swing Des Moines’ records.

3. The agenda shall include matters submitted to the Secretary in writing prior to the meeting by any Member.

B. Special Membership meetings may be called at any time.

1. Special Membership meetings may be called by the Board of Directors or by members having at least 20 percent of the votes entitled to be cast at such meeting.

2. Notice of special Membership meetings shall be given to all members at least 10 days in advance of the meeting in the manner described above.

C. A Quorum of 5 percent of Regular members eligible to vote must be present to begin the annual meeting, any meeting at which a new officer is elected, and/or any meeting at which a vote will be taken to amend the Articles of Incorporation or these Bylaws.

D. Regular Members who became Regular Members at least 60 days in advance of any Membership meeting shall be entitled to one vote on each matter submitted to a vote of Members at that meeting.

1. Proxy voting is not allowed at any time. Votes may be submitted only in person or, if allowed, by absentee ballot.

E. If a quorum exists, action on a matter on which a vote is taken is approved if the votes cast in favor of the action exceed the votes cast opposing the action, unless specific sections of these Bylaws or state law provide otherwise.

F. All Membership meetings shall be conducted in accordance with Robert’s Rules of Order, current edition.

Article III. Directors and Officers

A. All Corporate Powers shall be executed by and under the authority of, and the activities and affairs of Swing Des Moines shall be managed under the direction of, its Board of Directors.

B. Election and Appointment

1. Directors shall be elected at the annual Membership meeting and shall serve two-year terms with the following exceptions:

a. The Incorporators shall remain Directors as long as they desire.

b. In special circumstances, the Board of Directors may appoint Directors-at-large to serve terms shorter than two years.

2. Directors shall be elected by a majority of votes of eligible Members voting in each election.

a. Nominations shall be taken from the floor for candidates for each office to be filled.

b. Candidates must accept or decline the nomination. Candidates should accept the nomination only if they are willing to serve if elected.

c. Candidates shall be allowed a short time to present their qualifications if they so desire.

d. The election for each office shall be by written ballot and the ballots shall be tabulated and the results reported by a committee, which shall be assigned this task by the Board.

e. If one candidate for an office does not receive a majority of the votes cast in the election for that office, a runoff election shall be held immediately following the first election between the two candidates receiving the most votes in that election.

f. Elected Directors shall assume their offices on the first day of the month following their election.

3. To be nominated for a position on the Board of Directors, a Regular Member must have continually maintained Membership for a period of not less than 6 months before the date of the election and must have attended at least one general Membership or Board meeting.

4. Beginning with Directors elected in 2004, no Director shall serve more than three full consecutive terms in any one office.

C. Vacancies

1. A position on the Board becomes vacant:

a. On the resignation or death of the individual holding the position. A Director may resign at any time by delivering a written notice to the Board, stating the date upon which the notice is effective.

b. At the beginning of the second regularly scheduled Board meeting in a three-month period from which a Director is absent, and such absences are unexcused. Absences may be excused only by the concurrence of the majority of the other Directors.

c. If a Director fails to perform the duties of his or her office. This non-performance is established by the following process:

i All of the other members of the Board of Directors sign a letter to be delivered by registered mail stating their concern and requesting a response from the Director accused of non-performance. This action may be initiated only by:

· A vote of a majority of the complete the Board of Directors, or

· By a petition presented to the Board of Directors signed by at least 10 percent of the general Membership.

ii The Director accused of non-performance may respond in writing or by appearing at the next regularly scheduled meeting of the Board of Directors. If the Director fails to respond within 10 days of the registered letter having been mailed, then the position is declared vacant.

d. By an increase in the number of Directors. The number of Directors may be increased only by amendment to these bylaws as discussed elsewhere in these bylaws.

2. In the event of a vacancy, the majority of the remaining Directors shall select a nominee eligible to hold the position as replacement, this nominee to be presented at the next scheduled annual Membership meeting. This nominee may act as replacement in the interim.

D. Number of Directors

1. The number of Directors shall be at least two.

E. Meetings of Directors

1. All action of the Board of Directors shall take place at regular or special Board Meetings.

2. The date, time, and location of regular Board Meetings shall be set by the Board and notice to the Membership is required. The Membership shall be invited to all Regular Board Meetings.

3. Special Board Meetings may be called by the President or any two Directors upon two days’ oral notice to all Directors. If feasible and practical, notice shall be given to the Membership and the membership shall be invited.

4. At all Board Meetings, the Board of Directors shall exercise its powers as defined in these bylaws. A majority vote of all of the members of the Board of Directors, whether all members are present or not, is required for any action.

5. The agenda for regular and special Board Meetings shall include matters submitted to the Secretary in writing in advance of the meeting by two members who have not joined as a couple.

6. Board members may attend regular or special Board Meetings by telephone conference call or electronic real-time chat.

7. All Board Meetings shall be conducted in accordance with Robert’s Rules of Order, current edition.

F. Duties of Directors.

1. Each Director shall be accountable to the Board as a whole for his or her actions.

2. Directors shall discharge their duties in accordance with the following standards:

a. All actions shall be taken in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of Swing Des Moines.

b. In making decisions, a Director may rely on information, opinions, and reports of other Directors, Members, committees, and competent experts in any given field of knowledge.

c. Directors are not acting in good faith if they have knowledge of a matter that refutes information received from others.

d. Directors shall avoid conflicts of interest, but if a conflict of interest situation does occur, the officer shall disclose the situation before any action is taken on the matter and the Board shall decide how to proceed.

e. If a Director fails to adhere to these standards, any Member may bring the matter before a Membership Meeting and the Membership shall determine a course of action which may include removing the Director from office.

3. Directors, Committee Chairpersons, and Members shall not receive any compensation for their service to the Organization and should realize that it may actually cost them time and money to serve Swing Des Moines.

a. Directors and Members may receive compensation for actual expenses incurred in specific instances if a request for expense reimbursement was made and specifically approved by the Board prior to the expense being incurred. In some cases, when a Director is unable to obtain prior approval, a reimbursement may be made after the expense is incurred.

b. Each request for expense reimbursement shall be considered individually by the Board and, in the event of confusion concerning expense reimbursement, no reimbursement will be made.

G. Officers

1. The Board of Directors shall consist of the following Officers, listed in order of seniority from highest to lowest along with their duties:

a. President:

i Shall preside at all Membership and Board Meetings, both regular and special, or may delegate such responsibility if present.

ii Shall be authorized to sign checks.

iii Shall sign all contracts and legal documents with the Secretary after approval by the Board.

iv Shall serve as an ex-officio member of all committees.

v May call Special Membership and Board Meetings as required and needed.

vi Shall create an agenda for all meetings and cause notice to be given of all meetings.

vii Shall participate in the creation of an annual operating budget.

viii Shall originate official correspondence.

b. Vice President:

i Shall perform all the duties of the President if the President is absent or unable to perform.

ii Shall become President if the office of President becomes vacant.

iii Shall be authorized to sign checks.

iv May serve as a Member of any Committee.

v Shall participate in the creation of an annual operating budget.

vi Shall assist the President in all duties and functions.

c. Secretary:

i Shall record and maintain a record of all regular and special Membership and Board meetings, a preliminary copy to be given to each Director within 10 days after any meeting and a fully typed copy ready by the next meeting for approval.

ii Shall accept petitions from the general Membership and make prompt notifications of the Directors to facilitate dealing with the petitions in accordance with these Bylaws.

iii Shall sign all contracts and legal documents with the President after approval by the Board.

iv Shall originate official correspondence for the Organization.

v May serve as a Member of any Committee.

vi Shall be responsible for maintaining accurate Membership records.

vii Shall participate in the creation of the annual operating Budget.

d. Treasurer:

i Shall maintain all bank accounts including an accurate record of the source of income and expenses and all deposits and withdrawals.

ii Shall produce monthly and year-to-date financial statements for the Board, and quarterly statements for the Membership.

iii Shall produce a statement of the financial condition of the Organization for the annual Membership meeting.

iv Shall oversee the creation of the annual operating Budget and produce a monthly analysis of budget performance.

v May serve as a Member of any Committee.

vi Shall sign all checks on Organization accounts.

vii Shall present all bills, expense requests, etc., to the Board for consideration before paying same.

viii Shall maintain an inventory list of all Organization assets and knowledge of who has possession of and responsibility for each item.

e. Directors-at-Large:

i Any additional Directors shall serve “At Large” with duties assigned as needed.

2. Any Director may fulfill the duties of more than one office if necessary.

H. Committees shall assist the Officers in doing the work of the Organization.

1. Committees may be created by Standing Rule adopted by a majority of the full Board of Directors as needed, and they shall perform the functions assigned to them.

2. The President shall nominate and the Board shall confirm all Committee Chairpersons, who must be Regular Members.

3. Committee Chairpersons shall select Regular or Junior Members to serve on the Committee.

4. The role of a Committee is to develop programs and recommend them to the Board and to implement programs after they are approved by the Board.

5. Committees may not create a financial obligation for the Organization without prior specific authorization by the Board.

6. A specific budget shall be approved for Committees by the Board and the budget shall not be changed or exceeded without specific authorization and approval of the Board.

7. Committees shall not enter into any contract or sign any legal documents on behalf of the Organization. All such contracts and documents must be approved by the Board and must be signed only by the President and Secretary.

Article IV. Budgets and Property

A. Each year in the month of November, the Board of Directors shall prepare a proposed Budget for the next calendar year, providing for regular expenditures and any foreseen special expenditures. This proposed budget shall be published in the official newsletter of Swing Des Moines and mailed to the general Membership before the end of the year.

1. Any change in the budget of more than 5% per item must be approved by at least 75% of all Directors before any money is spent.

2. Each Quarter, the Board shall make a report to the Membership on budget performance.

B. All records of the Organization’s business, including meeting minutes and Membership records, are property of Swing Des Moines and are to be used only for that purpose.

1. Each Director is required to turn over to his or her successor any Organization property or records which are in his or her possession at the end of the term of office.

2. All books and records may be inspected by any member, or the member’s agent or attorney, for any proper purpose at any reasonable time.

Article V. Standing Rules

A. A Standing Rule is a statement of policy that may be proposed by the Board of Directors or any Regular Member. A Standing Rule is adopted by a majority vote at the annual or any special Membership meeting.

B. A proposed standing rule shall be published as soon as practical in the Newsletter. However, the Board of Directors may require that those proposing a Standing Rule bear the cost of publishing it.

C. If the text of a Standing Rule has been published in advance of the Membership meeting and only minor changes for clarification of wording are made to the published text, the adopted Standing Rule becomes effective immediately upon adoption.

Otherwise, a Standing Rule becomes effective 30 days after being published in the newsletter, which must occur as soon as practical after the Membership meeting. A Standing Rule that had not been published in advance of the Membership meeting shall not become effective if 5 percent of the voting Membership objects to the Standing Rule by petition prior to its becoming effective.

D. All Standing Rules automatically expire 24 months after becoming effective. A Standing Rule may be renewed an indefinite number of times.

Article VI. Dissolution

A. Swing Des Moines, Inc. may be dissolved by its Members if a plan to dissolve the Organization is approved by 90% of the Regular Members present and voting at two consecutive regular or special Membership meetings held after proper notice.

B. Upon the dissolution of Swing Des Moines, assets shall be distributed as follows:

1. Debts of Swing Des Moines shall be paid.

2. Dues shall be refunded on a pro-rated basis.

3. Remaining assets shall be distributed according to Section 503(c)(3) of the Internal Revenue Code, or corresponding section of a future Federal Tax Code.

Article VII Conflict of Interest

A. Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) 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.

B. Definitions

a. Interested Person: 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.

b. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. 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. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

C. Procedures

a. Duty to Disclose. 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.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing 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.

c. Procedures for Addressing the Conflict of Interest.

i. An interested person may make a presentation at the governing 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.

ii. 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.

iii. After exercising due diligence, the governing 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.

iv. 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.

d. Violations of the Conflicts of Interest Policy

i. 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.

ii. 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.

D. Records of Proceedings

a. The minutes of the governing board and all committees with board delegated powers shall contain:

i. 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.

ii. 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.

E. Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. 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.

c. 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.

F. Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. 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.

G. Periodic Reviews. 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:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. 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.

H. Use of Outside Experts. 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 VII. Bylaw Amendments

A. These Bylaws may be amended by the Membership in accordance with the following procedure:

1. An amendment is proposed by the Board of Directors or by petition of 10 percent of the Members, or by a majority vote of Regular Members present at the Annual or any Special Membership Meeting.

2. The proposed change shall be presented to all Members in written form in the newsletter or a special mailing.

3. After proper notice, Regular Members shall vote on the proposed change with minor changes only at a Membership meeting. If the Amendment is approved by not less than 67% of those voting, the proposed Amendment shall be adopted.

4. If major changes are made to the proposed Amendment, the proposed Amendment must be republished and voted upon at another Membership Meeting.

Article VIII. Special Conditions

Certain requirements imposed by these Bylaws may be impossible to fulfill during the period immediately following its ratification. Such requirements shall be met as soon as practical.

Article IX. Ratification

These Bylaws became effective on March 4, 2001, after having been approved by a majority of the following individuals, who are designated as charter members and who shall meet the definition of Member as used elsewhere in these bylaws.

Randy Reid

Sarah Reid