BYLAWS OF ARKANSAS DANCE NETWORK
Article I: Name
The name of the association shall be Arkansas Dance Network, Inc.
Article II: Office
The principal office of the association shall be located in the State of Arkansas at such address as the board of directors may determine from time to time.
Article III: Purpose
The purpose of this association shall be to encourage and support public interest in, and the development of dance within and for the State of Arkansas. This is a public benefit corporation.
Article IV: Board of Trustees
Section 1. Responsibility and Authority. The board of trustees shall, in collaboration with the board of directors, provide strategic financial management for the association, maintain continuity in policy and provide counsel and guidance as needed.
Section 2. Composition and Terms. The board of trustees shall consist of five members elected for terms of five years. Terms shall be staggered with one trustee elected annually.
Section 3. Election. The board of directors shall nominate trustees and the sitting board of trustee shall confirm the nominees.
Section 4. Eligibility. Nominees to the board of trustees must have served a minimum of three years on the board of directors in order to be nominated as a trustee. An individual may not serve concurrently on the board of trustees and the board of directors.
Article V: Board of Directors
Section 1. Composition. The board of directors shall consist of no fewer than eight and no more than twenty directors.
Section 2. Terms. The terms shall be staggered two year terms established such that half of the positions are elected on odd numbered years and the other half are elected in even numbered years. The president, vice president-communications, and secretary shall be elected in even numbered years. The vice president-program, vice president-marketing, vice president-events, and treasurer shall be elected in odd numbered years.
Section 3. Election. The board of directors of the association shall be elected annually by the currently sitting board of directors at the regular board meeting in the first quarter of the association’s fiscal year. If the election is not held at such meeting, the election shall be held as soon thereafter as is convenient.
Section 4. Powers and Responsibilities. The board of directors:
1. Shall have and exercise all legislative, administrative, executive and other powers of this association in accordance with established bylaws.
2. May authorize an audit of all financial records of the association at the close of each fiscal year and at such other times as may be required.
3. Shall take charge of all property of the association and provide a meeting place for association meetings, maintain a designated corporate agent and permanent mailing address.
4. Shall approve events sponsored by the association.
Section 5. Meetings. The board of directors may meet as follows:
1. Annual Meeting. The annual meeting of the board of directors shall be held in conjunction with the fall workshop presented by the association. Notice of the annual meeting of the board of directors shall be satisfied solely by these bylaws and no additional notice shall be required.
2. Special Meeting. Special meetings of the board of directors may be called by the president or by any two officers and shall be held at such place as the officers may determine on five days notice to each director.
3. Regular Meeting. Regular meetings will be without notice at such time and place as shall from time to time be determined by the board.
Section 6. Notice of Special Meetings. Notice of any called meeting of the board of directors shall be given by any usual means of communication not less than five (5) days before the meeting. If mailed, such notice shall be sent to the address of the board member to be notified at the address shown on the records of the association.
Section 7. Quorum. One half of the then elected and sitting board of directors shall constitute a quorum.
Section 8. Attendance. Any board member who has missed two consecutive meetings may be removed by an affirmative vote of 75% of the members of the board of directors.
Section 9. Resignation. A director may effect resignation by providing official notice to the president.
Article VI: Nominations and Elections
Section 1. Vacant Positions. Vacant positions on the board shall be elected by a majority vote of the board of directors. The board of directors shall appoint a Nominating Committee which shall prepare a slate of candidates for the open board positions. The newly elected board shall take office following the meeting of the board of directors held in conjunction with the annual meeting.
Section 2. Absentee Voting. The Board of Directors shall make provisions as it deems necessary for absentee voting in all elections of the association.
Article VII: Vacancies
Section 1. Absence of the President. The vice president-communications shall perform the duties of the president in the absence or inability of the president to serve and shall, in the case of vacancy in the office of the president become the president of the association for the unexpired term. The vice president-communications shall be followed in order by the vice presidents for events, marketing, and then programs.
Section 2. Other Vacancies. Other vacancies shall be filled for the remainder of the unexpired term majority vote of the board of directors. The board shall attempt to provide representation on the board from the diverse segments of the dance community including dancers, teachers, institutional representatives, and patrons.
Article VIII: Officers
Section 1. Officers. Officers of the association include president; vice presidents of programs, communications, events, and marketing; secretary; treasurer; and immediate past president.
Section 2. Qualifications. No member may be a candidate for more than one office in any election. No member may hold two offices simultaneously, except through succession as provided therein.
Section 3. Succession and Terms of Office. All terms of office shall be two years to be staggered as previously stated in these bylaws.
Section 4. Removal. Any officer elected or appointed may be removed by unanimous vote of the executive council for good cause shown. Further, any officer who is absent from two consecutive board meetings may be removed by an affirmative vote of 75% of the executive council.
Section 5. Powers and Duties. The officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors. In the absence of such specifications, each officer shall have the power and authority and shall perform and discharge duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives of the association. The presiding officer shall vote only in case of a tie vote.
Article IX: Executive Council
Section 1. Composition. The executive council shall be composed of the officers of the association.
Section 2. Powers and Responsibilities. The executive council shall act as an advisory board to the president and the board of directors, executing duties set forth elsewhere in these bylaws, and functioning on behalf of the board of directors in matters of emergency and in interim periods between regularly scheduled board meetings. The executive council shall have and exercise the authority of the board of directors to make day to day decisions concerning the association, provided that such authority shall not operate to circumvent the responsibility and authority vested in the board of directors.
Section 3. Meetings. Meetings of the executive council may be called by the president, vice president, or three other members of the executive council. Notification may be by any normal means of communication.
Article X: Committees
Committees shall be created by the board of directors as deemed necessary.
Article XI: Contracts, Checks, Deposits, and Funds
Section 1. Contracts. The board of directors may specifically designate the officers and agents who shall have the power to execute any contract, conveyance or other instrument in the name and on behalf of the association, provided however in the absence of such designation, the president or treasurer may executive such contract, conveyance or other instrument in the name of and on behalf of the association.
Section 2. Operating and Investment Funds. The Association shall have two categories of funds. Operating funds shall be managed by the board of directors and used to conduct approved business of the organization. Investment funds shall be managed by the board of trustees and held in reserve for organizational sustainability.
Section 3. Operating Funds. The board of directors shall by resolution designate the bank or other depository in which operating funds shall be deposited in the name of the association. All checks, drafts, notes, receipts, orders or other instruments for the payment of money shall be signed by one signatory. Signatories shall be the treasurer, the president and two other officers of the board.
Section 4. Investment Funds. The board of trustees shall by resolution direct the investment of all non-operating funds. The president of the board of trustees shall be the designated signatory on all investment accounts and the board shall appoint at least one additional signatory.
Article XII: Books and Records
Such books, records and accounts of the association’s business shall be kept and maintained as the board of directors shall deem advisable and as required by law or these bylaws. Records shall be kept at the registered agent’s office. The registered agent shall be: Kyle Pitts, Hutchinson Ifrah Investment s, 12511 Cantrell Road, Little Rock, Arkansas.
Article XIII: Fiscal Year
The fiscal year of the Association shall begin October 1 and end September30
Article XIV: Procedure
Section 1. Order of Business. The order of business shall be as follows:
1. Call to order
2. Reading and approval of the minutes of previous meeting
3. Treasurer’s report and acceptance
4. Report of any standing committees
5. Unfinished business
6. New business
7. Adjournment
Section 2. Rules of Order. In all questions of parliamentary practice not covered by these bylaws, Robert’s Rules of Order (current edition) shall prevail.
Article XV: Amendment of Bylaws
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by majority vote of the board of directors at any regular meeting, or at any special meeting, if written notice is given of intention to alter, amend, repeal or adopt new bylaws at least 15 days prior to such special meeting. Such action may also take place by mail ballot if so determined by the board of directors. Article
XVI: Miscellaneous
Section 1. Compensation. No member of the board of directors shall receive any compensation for services as a board member or officer of the association. Members may be reimbursed for operational expenses verified by expense reports with attached receipts or professional services provided in support of association events.
Section 2. Political Activities. This association shall not participate or intervene in any political campaign on behalf of any candidate for public office.
Section 3. Dissolution. In the event of the dissolution of this corporation, the net assets shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations, which are not for profit, and which themselves are exempt organizations in Section 501(c)(3) and Section 170(c)(2) of the Federal Internal Revenue Code; or to the State of Arkansas or any county or municipality of the State of Arkansas for exclusively public purposes.
CERTIFICATION OF ADOPTION
The foregoing bylaws of Arkansas Dance Network have been duly adopted this 4th day of February, 2001 by action of the Board of Directors of Arkansas Dance Network pursuant to the laws of this state.
Amended: August 20, 2003
Amended: August 8, 2004
Article I: Name
The name of the association shall be Arkansas Dance Network, Inc.
Article II: Office
The principal office of the association shall be located in the State of Arkansas at such address as the board of directors may determine from time to time.
Article III: Purpose
The purpose of this association shall be to encourage and support public interest in, and the development of dance within and for the State of Arkansas. This is a public benefit corporation.
Article IV: Board of Trustees
Section 1. Responsibility and Authority. The board of trustees shall, in collaboration with the board of directors, provide strategic financial management for the association, maintain continuity in policy and provide counsel and guidance as needed.
Section 2. Composition and Terms. The board of trustees shall consist of five members elected for terms of five years. Terms shall be staggered with one trustee elected annually.
Section 3. Election. The board of directors shall nominate trustees and the sitting board of trustee shall confirm the nominees.
Section 4. Eligibility. Nominees to the board of trustees must have served a minimum of three years on the board of directors in order to be nominated as a trustee. An individual may not serve concurrently on the board of trustees and the board of directors.
Article V: Board of Directors
Section 1. Composition. The board of directors shall consist of no fewer than eight and no more than twenty directors.
Section 2. Terms. The terms shall be staggered two year terms established such that half of the positions are elected on odd numbered years and the other half are elected in even numbered years. The president, vice president-communications, and secretary shall be elected in even numbered years. The vice president-program, vice president-marketing, vice president-events, and treasurer shall be elected in odd numbered years.
Section 3. Election. The board of directors of the association shall be elected annually by the currently sitting board of directors at the regular board meeting in the first quarter of the association’s fiscal year. If the election is not held at such meeting, the election shall be held as soon thereafter as is convenient.
Section 4. Powers and Responsibilities. The board of directors:
1. Shall have and exercise all legislative, administrative, executive and other powers of this association in accordance with established bylaws.
2. May authorize an audit of all financial records of the association at the close of each fiscal year and at such other times as may be required.
3. Shall take charge of all property of the association and provide a meeting place for association meetings, maintain a designated corporate agent and permanent mailing address.
4. Shall approve events sponsored by the association.
Section 5. Meetings. The board of directors may meet as follows:
1. Annual Meeting. The annual meeting of the board of directors shall be held in conjunction with the fall workshop presented by the association. Notice of the annual meeting of the board of directors shall be satisfied solely by these bylaws and no additional notice shall be required.
2. Special Meeting. Special meetings of the board of directors may be called by the president or by any two officers and shall be held at such place as the officers may determine on five days notice to each director.
3. Regular Meeting. Regular meetings will be without notice at such time and place as shall from time to time be determined by the board.
Section 6. Notice of Special Meetings. Notice of any called meeting of the board of directors shall be given by any usual means of communication not less than five (5) days before the meeting. If mailed, such notice shall be sent to the address of the board member to be notified at the address shown on the records of the association.
Section 7. Quorum. One half of the then elected and sitting board of directors shall constitute a quorum.
Section 8. Attendance. Any board member who has missed two consecutive meetings may be removed by an affirmative vote of 75% of the members of the board of directors.
Section 9. Resignation. A director may effect resignation by providing official notice to the president.
Article VI: Nominations and Elections
Section 1. Vacant Positions. Vacant positions on the board shall be elected by a majority vote of the board of directors. The board of directors shall appoint a Nominating Committee which shall prepare a slate of candidates for the open board positions. The newly elected board shall take office following the meeting of the board of directors held in conjunction with the annual meeting.
Section 2. Absentee Voting. The Board of Directors shall make provisions as it deems necessary for absentee voting in all elections of the association.
Article VII: Vacancies
Section 1. Absence of the President. The vice president-communications shall perform the duties of the president in the absence or inability of the president to serve and shall, in the case of vacancy in the office of the president become the president of the association for the unexpired term. The vice president-communications shall be followed in order by the vice presidents for events, marketing, and then programs.
Section 2. Other Vacancies. Other vacancies shall be filled for the remainder of the unexpired term majority vote of the board of directors. The board shall attempt to provide representation on the board from the diverse segments of the dance community including dancers, teachers, institutional representatives, and patrons.
Article VIII: Officers
Section 1. Officers. Officers of the association include president; vice presidents of programs, communications, events, and marketing; secretary; treasurer; and immediate past president.
Section 2. Qualifications. No member may be a candidate for more than one office in any election. No member may hold two offices simultaneously, except through succession as provided therein.
Section 3. Succession and Terms of Office. All terms of office shall be two years to be staggered as previously stated in these bylaws.
Section 4. Removal. Any officer elected or appointed may be removed by unanimous vote of the executive council for good cause shown. Further, any officer who is absent from two consecutive board meetings may be removed by an affirmative vote of 75% of the executive council.
Section 5. Powers and Duties. The officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors. In the absence of such specifications, each officer shall have the power and authority and shall perform and discharge duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives of the association. The presiding officer shall vote only in case of a tie vote.
Article IX: Executive Council
Section 1. Composition. The executive council shall be composed of the officers of the association.
Section 2. Powers and Responsibilities. The executive council shall act as an advisory board to the president and the board of directors, executing duties set forth elsewhere in these bylaws, and functioning on behalf of the board of directors in matters of emergency and in interim periods between regularly scheduled board meetings. The executive council shall have and exercise the authority of the board of directors to make day to day decisions concerning the association, provided that such authority shall not operate to circumvent the responsibility and authority vested in the board of directors.
Section 3. Meetings. Meetings of the executive council may be called by the president, vice president, or three other members of the executive council. Notification may be by any normal means of communication.
Article X: Committees
Committees shall be created by the board of directors as deemed necessary.
Article XI: Contracts, Checks, Deposits, and Funds
Section 1. Contracts. The board of directors may specifically designate the officers and agents who shall have the power to execute any contract, conveyance or other instrument in the name and on behalf of the association, provided however in the absence of such designation, the president or treasurer may executive such contract, conveyance or other instrument in the name of and on behalf of the association.
Section 2. Operating and Investment Funds. The Association shall have two categories of funds. Operating funds shall be managed by the board of directors and used to conduct approved business of the organization. Investment funds shall be managed by the board of trustees and held in reserve for organizational sustainability.
Section 3. Operating Funds. The board of directors shall by resolution designate the bank or other depository in which operating funds shall be deposited in the name of the association. All checks, drafts, notes, receipts, orders or other instruments for the payment of money shall be signed by one signatory. Signatories shall be the treasurer, the president and two other officers of the board.
Section 4. Investment Funds. The board of trustees shall by resolution direct the investment of all non-operating funds. The president of the board of trustees shall be the designated signatory on all investment accounts and the board shall appoint at least one additional signatory.
Article XII: Books and Records
Such books, records and accounts of the association’s business shall be kept and maintained as the board of directors shall deem advisable and as required by law or these bylaws. Records shall be kept at the registered agent’s office. The registered agent shall be: Kyle Pitts, Hutchinson Ifrah Investment s, 12511 Cantrell Road, Little Rock, Arkansas.
Article XIII: Fiscal Year
The fiscal year of the Association shall begin October 1 and end September30
Article XIV: Procedure
Section 1. Order of Business. The order of business shall be as follows:
1. Call to order
2. Reading and approval of the minutes of previous meeting
3. Treasurer’s report and acceptance
4. Report of any standing committees
5. Unfinished business
6. New business
7. Adjournment
Section 2. Rules of Order. In all questions of parliamentary practice not covered by these bylaws, Robert’s Rules of Order (current edition) shall prevail.
Article XV: Amendment of Bylaws
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by majority vote of the board of directors at any regular meeting, or at any special meeting, if written notice is given of intention to alter, amend, repeal or adopt new bylaws at least 15 days prior to such special meeting. Such action may also take place by mail ballot if so determined by the board of directors. Article
XVI: Miscellaneous
Section 1. Compensation. No member of the board of directors shall receive any compensation for services as a board member or officer of the association. Members may be reimbursed for operational expenses verified by expense reports with attached receipts or professional services provided in support of association events.
Section 2. Political Activities. This association shall not participate or intervene in any political campaign on behalf of any candidate for public office.
Section 3. Dissolution. In the event of the dissolution of this corporation, the net assets shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations, which are not for profit, and which themselves are exempt organizations in Section 501(c)(3) and Section 170(c)(2) of the Federal Internal Revenue Code; or to the State of Arkansas or any county or municipality of the State of Arkansas for exclusively public purposes.
CERTIFICATION OF ADOPTION
The foregoing bylaws of Arkansas Dance Network have been duly adopted this 4th day of February, 2001 by action of the Board of Directors of Arkansas Dance Network pursuant to the laws of this state.
Amended: August 20, 2003
Amended: August 8, 2004
|
