The Society of Folk Dance Historians
Society of Folk Dance Historians
Names and Offices
1.01. Name. The name of this corporation is The Society of Folk Dance Historians.
1.02. Principal Office. The principal office of the corporation in the State of Texas shall be located in the City of Austin, County of Travis. The corporation may have such other offices, either within or without the State of Texas, as the Board of Trustees may determine or as the affairs of the corporation may require from time to time.
1.03. Registered Office and Registered Agent. The corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Texas, and the address of the registered office and the registered agent may be changed from time to time by the Board of Trustees.
Board of Trustees
2.01. General Powers. The Board of Trustees shall set policy for the Corporation. All powers of the Corporation shall be exercised, its properties controlled, its funds distributed, and its affairs conducted by the Board of Trustees.
2.02. Number and Qualifications. The number of Trustees shall be three (3). Such number may be increased or decreased to no less than three (3) by an amendment to these By-Laws, but no decrease shall have the effect of shortening the term of any Trustee. A majority of the Trustees shall be residents of the service area of the Corporation.
2.03. Tenure. The Members of the initial Board of Trustees shall serve for an indefinite term determined by majority vote of the Board.
2.04. Vacancies. Any vacancy occurring in the Board of Trustees before the expiration of a term, including a vacancy created by an increase in the number of Trustees, shall be filled by majority vote of the Trustees then serving, or by a sole remaining Trustee.
2.05. Removal. A Trustee may be removed from office by the majority vote of the entire Board of Trustees (excluding the Trustee in question from the majority vote) whenever in the judgment of the Board the best interests of the Corporation would be served thereby. The reasons for consideration for removal must be clearly stated in writing to the Trustee in question and a period of time shall be provided for explanation and change of action by that Trustee. The Board of Trustees may proceed with removal only after attempts to correct the situation have proven ineffective. Such action of removal shall be taken at a regular meeting or special meeting for such purpose and may be made only when a quorum of all Trustees is present at the meeting. When removal of a Trustee is the business or part of the business to be transacted at a meeting, this purpose must be stated in the notice of the meeting. Absence of a Trustee from such a meeting will be considered as acceptance of the decision made by majority vote of the Board Members present at the meeting. A meeting for the purpose of removal of a Trustee may be rescheduled one time only if requested in advance by a Member who is unable to attend such meeting.
2.06. Regular Meetings. Regularly scheduled meetings of the Board of Trustees shall be established if necessary to conduct the business of the Corporation.
2.07. Special Meetings. Special meetings of the Board of Trustees may be called by or upon the request of the President or any two Trustees. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board called by them.
2.08. Notice. Notice of any meeting of the Board of Trustees shall be given at least three days previously thereto by personal contact or by written notice delivered personally or sent by mail or telegram to each Trustee at the Trustee's address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
2.09. Quorum. Two or more Trustees present at a meeting shall constitute a quorum for the transaction of business at any meeting of the Board.
2.10. Manner of Acting. The act of decision done or made by majority vote of the Trustees present at a meeting shall be the act of the Board of Trustees, unless the act of a specific number of Board Members is required by law or by these By-Laws.
2.11. Informal Action by Trustees. Any action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting when consent in writing, setting forth the action so taken, is signed by all of the Trustees.
2.12. Chairperson. At all meetings of the Board of Trustees, a chairperson chosen by the Trustees present shall preside.
2.13. Contracts and Services. The Trustees and officers of the Corporation may be interested directly or indirectly in any contracts relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may be acting as individuals, or as Trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Trustees or officers are personally interested as stockholders, directors, or otherwise shall be at arm's length and not violative of the proscriptions in the Articles of Incorporation against the Corporation's use or application of its funds for private benefit; and provided further that no contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Trustees or officers be obligated to inquire into the authority of Trustees and officers to enter into and consummate any contract, transaction, or other action.
2.14. Compensation. Trustees shall not receive any stated salary for their services as such, but by resolution of the Board, a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of the Board. The Board of Trustees shall have power in its discretion to contract for and to pay to Trustees rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services. The Members of the Board of Trustees shall receive free regular memberships in The Society of Folk Dance Historians during their terms.
2.15. Representation. No person except the President may represent The Society of Folk Dance Historians without prior written authorization from the Board of Trustees.
2.16. Free Admission. Free admission to any event sponsored by The Society of Folk Dance Historians shall be given to Board Members and Officers who have been active during at least three (3) of the four (4) months prior to the event, and to those actively involved in the preparation of the event.
2.17. Prescribed Activities of Board Members. Board Members shall attend all Board meetings. Should a Board Member be unable to attend as many as four out of six meetings, he/she will either resign or, with the approval of the other Members of the Board, assume inactive status until the time when regular attendance becomes feasible.
3.01. Officers. The Officers of the corporation shall be a President, Vice-Presidents as necessary, the number thereof to be determined by the Board of Trustees, a Secretary, a Treasurer and such other Officers as may be elected in accordance with the provisions of this Article. The Board of Trustees may elect or appoint such other Officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such Officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Trustees. Any two or more offices may be held by the same person, except the offices of President and Secretary.
3.02. Election and Term of Office. The Officers of the corporation shall be elected by the Board of Trustees at a regular meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Trustees. Each Officer shall hold office until that Officer's successor shall have been duly elected and shall have qualified.
3.03. Removal. Any Officer elected or appointed by the Board of Trustees, may be removed by the Board of Trustees whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
3.04. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.
3.05. Salaries. The salaries of all Officers shall be fixed by the Board of Trustees, shall be reasonable in amount, and the fact that any Officer is a Trustee or a member of any committee shall not preclude that person from receiving a salary or from voting on the resolution providing the same.
3.06. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at all meetings of the Board of Trustees. The President shall (subject to the limitations stated in Article 5.02) be a joint signer with the Treasurer of the financial accounts of the Corporation, and in the absence of the Treasurer may sign checks, drafts, or orders for payment of indebtedness issued in the name of the Corporation. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
3.07. Vice-President. In the absence of the President or in event of the President's inability or refusal to act, the Vice-President, if any, or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Trustees. Should there be no Vice-President, the Treasurer shall perform said duties.
3.08. Treasurer. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these By-Laws; and in general perform all the duties as from time to time may be assigned by the President or by the Board of Trustees.
3.09. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records of the corporation; keep a register of the post-office address of each Trustee which shall be furnished to the Secretary by such Trustee; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Trustees.
3.10. Assistant Treasurers and Assistant Secretaries. If required by the Board of Trustees, the Assistant Treasurers shall give bond for the faithful discharge of their duties in such sums and with such sureties as the Board of Trustees shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or Board of Trustees.
4.01. Committees of Trustees. The Board of Trustees, by resolution adopted by majority vote of the Trustees in office, may designate and appoint one or more committees, each of which shall consist of two or more Trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the corporation; provided, however, that no such committee shall have the authority of the Board of Trustees in reference to amending, altering or repealing the By-Laws; electing, appointing or removing any member of any such committee or any Trustee or Officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustees, of any responsibility imposed upon it or any individual Trustee by law.
4.02. Other Committees. Other committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be designated by a resolution adopted by majority vote of the Trustees present at a meeting. Except as otherwise provided in such resolution, members of each such committee may be Members of the Board of Trustees, or any individual from the general membership or the community as the Board may see fit, and the President of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such members whenever in their judgment the best interests of the Corporation shall be served by such removal.
4.03. Advisory Committee. The Board of Trustees may appoint from their number, or from among such persons as the Board may see fit, one or more Advisory Committees, and at any time may appoint additional members thereto. The members of any such committee shall serve during the pleasure of the Board of Trustees. Such Advisory Committees shall advise with and aid the Officers of the corporation in all matters designated by the Board of Trustees. Each such committee may, subject to the approval of the Board of Trustees, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedures. The members of any Advisory Committee shall not receive any stated salary for their services as such, but by resolution of the Board of Trustees, a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such committee. The Board of Trustees shall have power in its discretion to contract for and to pay to any member of an Advisory Committee, rendering unusual or exceptional services to the corporation, special compensation appropriate to the value of such services.
4.04. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
4.05. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
4.06. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
4.07. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Trustees.
Agents and Representatives, Joint Signers, Verification of Accounts
5.01. Agents and Representatives. The Board of Trustees may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Trustees may see fit, so far as may be consistent with these By-Laws, to the extent authorized or permitted by law.
5.02. Joint Signers of Accounts. The Board of Trustees shall appoint the Treasurer and one other Member of the Board as joint signers of the regular accounts of the Corporation. Selection of the joint signers shall be made so as to minimize conflict of interest.
5.03. Verification of Accounts. Verification of the Corporation's financial accounts shall be made no less than once a year by the President or other person designated by the Board of Trustees.
Contracts, Checks, Deposits, Gifts, Voting of Stock
6.01. Contracts. The Board of Trustees, except as in these By-Laws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.
6.02. Checks, Drafts, etc. Subject to the limitations set forth in Article 5.02, all checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or other designated Member of the Board.
6.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, savings associations, credit unions, trust companies or other depositories as the Board of Trustees may select.
6.04. Gifts. The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose of the corporation.
6.05. Voting upon Stock of Other Corporations. Unless otherwise ordered by the Board of Trustees, the President shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this corporation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this corporation might have possessed and exercised if present. The Board of Trustees may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
Books and Records, Fiscal Year, and Financial Statements
7.01. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees and committees having any of the authority of the Board of Trustees, and shall keep at the registered or principal office a record giving the names and addresses of the Trustees. All books and records of the corporation may be inspected by any Trustee or any Trustee's agent for any proper purpose at any reasonable time.
7.02. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
7.03. Financial Statements. Annual Income Tax returns shall be prepared if necessary, and if prepared, a copy thereof shall be on file at all times in the principal office of the Corporation and shall be available to all Trustees and members by appointment.
8.01. Prohibition Against Sharing in Corporate Earnings. No Trustee, officer, or employee of or member of a committee of or person connected with the corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. Upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Trustees may determined or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, literary, or educational organizations which would then quality under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
9.01. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the By-Laws of the corporation, a Waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.02. Investments. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Trustees, without being restricted to the class of investments which a Trustee is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
9.03. Exempt Activities. Notwithstanding any other provision of these By-Laws, no Trustee, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
10.01. Fees. An individual or organization may become a member of the Corporation by paying an annual membership fee or such other fee as may be set by the Board of Trustees in accordance with the intention of the Articles of Incorporation and the By-Laws.
10.02. Organizations. Each organization which becomes a member of the Corporation shall be treated as and have the rights of an individual member. Such organization shall designate a representative to receive all notices required by these By-Laws and to attend all meetings which the general membership may attend and to exercise the voting rights of the membership.
Amendment and Construction of By-Laws
11.01. Procedure for Amending By-Laws. These By-Laws may be altered, amended, repealed or new By-Laws may be adopted by the Board of Trustees at any regular or special meeting upon notice given at least thirty (30) days prior to any meeting stating that purpose. Approval of any changes in the By-Laws will require the majority vote of those Trustees present at the meeting.
11.02. Legality of By-Laws. If any portion of these By-Laws shall be invalid or inoperative, then so far as is reasonable, the remainder of these By-Laws shall be considered valid and operative and effect shall be given to the intent manifested by the portion held invalid or inoperative.
11.03. Distribution of By-Laws. A copy of these By-Laws shall be on file at all times in the principal office of the Corporation and shall be available to all Trustees and members.
Urban and Rural Campuses
12.01. Development and Funding. The Corporation shall, when feasible, establish and provide funding for, first, an urban and, secondly, a rural campus, where activities may be held to promote the purposes of the Corporation. The Board of Trustees shall set policy for both campuses and shall, at such appropriate time, set forth a time-line for the stages of development for each facility. Development and expansion of each facility shall be contingent upon adequate funding.
12.02. Physical Setting - Urban. The urban campus shall be a single large facility or group of structures with space for an office, class-meeting rooms, audio-visual areas and other such activities as shall be determined by the Board of Trustees.
12.03. Physical Setting - Rural. One hundred (100) to one thousand (1000) acres in a healthful area shall be acquired by the Board of Trustees. This location shall include facilities for offices, a library, a print shop, audio-visual areas, housing, class-meeting rooms, areas for various sports and open-air activities, and any other such activities as shall be determined by the Board of Trustees.
12.04. Executive Directors. The Board of Trustees shall appoint an Executive Director for each facility with such powers and to perform such acts or duties pertaining to each facility as the Board of Trustees may see fit, so far as may be consistent with these By-Laws, to the extent authorized or permitted by law. The salaries of each Executive Director shall be fixed by the Board of Trustees, and the fact that an Executive Director is a Trustee shall not preclude that person from receiving a salary or from voting on the resolution providing the same.
IN WITNESS WHEREOF, we have hereunto set our hands, this __________ day of __________________, 19___.
- [signature] RON HOUSTON
- [signature] [TYPED NAME]
- [signature] [TYPED NAME]
Under oath, I verify that the above By-Laws are those which were agreed upon by the Board of Trustees of The Society of Folk Dance Historians.
- [signature] RON HOUSTON, President
THE STATE OF TEXAS
COUNTY OF TRAVIS
I, __________________________________, a Notary Public, hereby certify that on the __________ day of ______________________, 19___, personally appeared before me RON HOUSTON and [TYPED NAME] and [TYPED NAME], who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as Trustees of The Society of Folk Dance Historians, and that the statements therein contained are true.
Notary Public in and for Travis County, Texas.
My Commission expires ______________________.