Article I: NAME, ORGANIZATION
The name of this organization is and shall be the "Tucson Tango Society (TTS)," herein after referred to as the Society, incorporated as a non-profit organization under the Laws of the State of Arizona. The principal office of the Society shall be in the State of Arizona. The principal office and additional offices may be designated and located at addresses as may be determined and changed from time to time by the Board of Directors, and conveyed to the appropriate regulating body of the State of Arizona as required by Law.
Article II: PURPOSE
As a not-for-profit organization based in Tucson, Arizona, the Tucson Tango Society will foster an appreciation of Argentine Tango, its music, culture, and dance. The Society is dedicated to growing a dynamic dance community by offering social and educational activities for its members and the greater Southwest Tango Community. The Society may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes which may lawfully be carried on by an Arizona non-profit corporation.
Article Ill: MEMBERSHIP
All individuals interested in the welfare and objectives of the Society shall be eligible upon application for membership and payment of dues.
lll.2: Classification of Membership:
Classifications of membership in the Society shall be determined by the Board of Directors and shall be open to any individual who meets the criteria set forth by the Board of Directors. Members shall be admitted to membership in the Society at such time as an application for membership is accepted by the Board of Directors or its designee, and the membership fee, if any, as may be established by the Board of Directors, is paid. No person may be admitted as a member without such person’s consent. Membership dues, benefit s, and responsibilities shall be set by the Board of Directors.
lll.3: No Interest in Assets:
No Officer, Board Member, or General Member of the Society shall possess any property right in or to the property or assets of the Society.
A meeting of the General Membership of the Society shall be held annually on such date as designated by the Board of Directors, and at a location reasonably accessible to members of the Society and suitable for this purpose.
Ill.5: No Proxies Permitted:
Voting by proxy at meetings of the general membership of the Society shall not be permitted.
Ill.6: Notice of Meetings:
Notice of meetings of the Society shall be sent to all member s no later than 7 days prior to the meeting date, nor any earlier than 60 days prior to the meeting date.
Ill.7: Quorum and Action at Meeting:
The members present at a meeting of the Society shall constitute a quorum. The vote of a majority of those present shall decide any matter that is authorized to be decided upon at a meeting of the Society, unless a different vote is specified by law, the Articles of Organization, or these bylaws.
Ill.8: Resignation and Removal:
Any member may resign at any time by written notice to the Secretary of the Society. Any member may be removed from the Society, with or without cause, by a two-thirds vote of the Board of Directors, provided that notice of the meeting at which removal is to be considered states such purpose, and opportunity to be heard at such meeting is given to the member whose removal is sought. A person removed from membership as specified in this Article may be reinstated only by a two-thirds vote of the Board of Directors.
Ill.9: Powers and Rights:
Members shall have the following powers and rights of the Society:
· To elect Directors of the Society as provided in Article IV.2 of these bylaws.
· To vote on policy or actions that may not be included in these bylaws.
Article IV: BOARD OF DIRECTORS
The business and affairs of the Society shall be controlled and governed by a Board of Directors ("Board"), which shall have the right to exercise all powers of the Society that are not expressly reserved to the members of the Society by law, the Articles of Organization, or these bylaws. The Board may, by resolution, adopt in its Policies and Procedures manual an alternate set of responsibilities, and may add additional responsibilities or delegate them to committee s or other Board Members. The Board may assign titles and responsibilities to the At-Large Members, consistent with the needs and objectives of the Society.
lV.2: Composition and Election:
The Board shall comprise a President, a Vice-President, a Secretary, and a Treasurer, which four Board positions shall constitute the Officers of the Society. Additional At-Large Board positions may be added by resolution of the Board, with a minimum of five (5) and a maximum of ten (10) Board positions altogether. No person may hold more than one Officer position on the Board but may, by Board resolution, perform the duties associated with another Officer or Board position. Board Members are elected by the general membership at the annual meeting of the Society, or in a general mailing, at the expiration of their terms, as specified in Article III.4 of these bylaws.
lV.3: Eligibility for Directors:
Any member in good standing at the time of nomination and election, and who has been a member for at least 30 days prior to the election, with the exception of any member(s) who are or were engaged in income-producing Dance or Tango-related activities anytime during the current or previous two (2) calendar years, is eligible to serve as a Board Member of the Society, and must remain in good standing as a Society Member during the course of his or her entire term.
lV.4: Election of Officers:
Officers shall be elected by the Board at the first meeting of the Board of Directors immediately following the Annual Meeting, in the following order: i. President, ii. Vice-President, iii. Treasurer, iv. Secretary.
lV.5: Duties of Officers and Other Directors:
The duties of Officers are as stated in the following sub-Articles:
lV.5.1: President: The President or other person authorized by the Board shall be the chairperson of and conduct all Board and Society meetings. The President, or any other proper Officer of the Corporation authorized by the Board, may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
lV.5.2: Vice-President: The Vice-President shall perform any or all the duties of the President as needed, in the event of absence, incapacity or indisposition of the latter. He or she shall assist the President in deriving long-term goals and strategies for the Society. The Vice-President will head the Nominating Committee.
lV.5.3: Secretary: The Secretary, or other person authorized by the Board, shall keep the minutes of the meetings of the Board, ensure that all notices are given in accordance with the provisions of these bylaws, be custodian of the corporate records, and in general perform all such duties as may from time to time be assigned by the Board.
lV.5.4: Treasurer: The Treasurer, or other person authorized by the Board, shall maintain responsibility and oversight for the funds and securities of the Society. The Treasurer, or other person authorized by the Board, may receive and give receipt for moneys due and payable to the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks, trust companies, or other depositories as shall be selected by the Board, and in general perform all of the duties incident to the office of Treasurer and such others as may from time to time be assigned by the Board.
lV.6: Term of Office and Term Limits:
The term of office shall be two (2) years for any Board position, except that the Board may specify the initial term for a new Board position created by an increase in the authorized number of Board Members (as specified in Article IV.2) to be any length not exceeding two (2) years. The Board may also, at its discretion, equalize the number of Board Member terms expiring on odd numbered and even numbered years by specifying a one-time term length shorter than two (2) years for an existing Board position prior to the election for that position. No person may be a Board Member of the Society for more than three consecutive two-year terms. A member of the Society may be eligible to run and serve on the Board after 12-months of not serving on the Board.
The Board of Directors may elect the time and place for annual, regular, and special meetings of the Board. Special meetings of the Board may be called by the President of the Board or by 50% of the Board Members then in office, by giving notice of the date, time, place, and purpose of such meeting to all Board Members at least seven (7) days in advance of such meeting. No business other than that for which the special meeting was called may be considered at a special meeting. Other regular meetings shall be scheduled at predetermined dates in advance as often as necessary to conduct Society business effectively.
lV.8: Quorum and Action:
The quorum for the Board shall be 50% or more of those Board Members currently in office, unless a different number is specified by law, the Articles of Organization or these bylaws. A simple majority of 51% or more of Board Members present at a meeting of the Board at which a quorum is present shall be necessary to take action, unless a different number is specified by law, the Articles of Organizat ion, or these bylaws. No proxies or absentee votes shall be permitted at meetings of the Board.
lV.9: Meeting by Conference:
Meetings of the Board may be held by telephone, video, or other interactive electronic conference, so long as all persons participating in the meeting are able to hear one another at the same time, and such meeting shall then be considered equivalent in all respects to a meeting of the Board in person.
lV.10: Action Without a Meeting:
Any action required or permitted to be taken at any Board meeting may be taken without a meeting if consent in writing, setting forth the action as taken, shall be signed by all of the Board Members with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the Board.
The Board may create such standing and special committees as it determines to be in the best interest of the Society. The Board shall determine the duties and powers of such committees, except that the Board shall not delegate to such committees those powers which by law may not be delegated. Each such committee shall submit to the Board at such meetings as the Board may designate, a report of the actions and recommendations of such committees for consideration and approval by the Board.
lV.12: Policies and Procedures Manual:
The Board shall adopt a Policies and Procedures manual, accessible to Society Members upon request, comprising Standing Resolutions properly adopted by the Board for conducting the day-to-day affairs of the Society.
No Director may receive monetary compensation for serving as a Board Member or in any other capacity for the Society. However, Board members and other persons may be reimbursed for reasonable and documented out-of-pocket expenses incurred in the authorized execution of business of the Society, and no part of these bylaws shall be construed as precluding such reimbursement.
A Board member may resign by notifying the President or Secretary of the Society, which resignation shall be effective on the date submitted, except that if such resignation would leave the Society effectively with no Board members, then such resignation shall be effective after the resigning Board Member shall have appointed one or more members to fill vacancies on the Board, and after at least one of those appointments shall have been accepted by the appointee(s).
A Board Member may be removed from the Board, with or without cause, by a two-thirds vote of all Board Members then in office, at a meeting of the Board, provided that notice of the meeting at which removal is to be considered states such purpose, and opportunity to be heard at such meeting is given to the Board Member whose removal is sought.
A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of, but not limited to, any of the following:
i. the death, resignation, or removal of any Board Member;
ii. the declaration by resolution of the Board of a vacancy in the office of a Board Member who has been declared of unsound mind by an order of court or convicted of a felony, or has been found by final order of judgment of any court to have breached a duty under Arizona Law;
iii. an increase in the authorized number of Board Members as specified in Article IV.2;
iv. the failure of the general membership, at any meeting of the membership at which any Board Member or Members are to be elected, to elect the number of Board Members to be elected at such meeting.
Vacancies in Board Member positions caused by an increase in the authorized number of Board Members (as specified in Article IV.2) may be filled by the Board for the initial term specified for that new Board Member position, as described in Article IV.6. Vacancies in Board Member positions occurring in any other manner shall be filled by the Board for the unexpired term of that Director position. Vacancies in Officer positions, however they may occur, shall be filled by the Board until the following annual meeting of the Board, for the unexpired term of that Officer position.
Article V: CORPORATE TRANSACTIONS
The Board of Directors may authorize any Officer or Officers, agent or agents of the Society, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined by specific instances.
All checks, draft s, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Society, shall be signed by such Officer of the Society as from time to time may be determined by the Board of Directors. In the absence of such determination of the Board, such instruments shall be signed by the Treasurer of the Society.
All funds of the Society shall be deposited in a timely fashion to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors shall select.
The Boa rd of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society.
Article VI: RESTRICTIONS ON ACTIVITIES
Notwithstanding any other provisions of these bylaws, no member of the Board of Directors, Officer, employee, agent, or any other representative of the Society shall take any action or carry on any activity by or on behalf of the Society not permitted to be taken.
Article VII: DISSOLUTION
The Society may be dissolved by three-fourths vote of all Board members then in office at a meeting of the Board, provided that notice of such proposed action is included in a meeting notice for that Board meeting. This shall then further require ratification by a three-fourths vote of a quorum of members at a meeting of the Society, provided that notice of such proposed action is included in the meeting notice for that meeting of the Society.
Vll.2: Disposition of Assets:
In the event of dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society, and in accordance with the statutes of the State of Arizona by petition to the Supreme Judicial Court of Arizona, and in the following sequence:
· All debts of the Society shall be paid. If the Society's assets at the time of dissolution are insufficient to cover its debts, the assets shall be distributed to the creditors as determined by the Board.
· If any funds are remaining, the Board may, at its discretion, elect to refund a portion of membership fees actually paid by current members for the current membership term, prorated for the period of that term that the Society will not be in existence. Under no circumstances shall there be any distribution of assets of the Society to any Member or Members in excess of this amount.
· Remaining assets, if any, shall be distributed to one or more regularly organized secular, non-partisan or non-profit organization.
Article VIII: PERSONAL LIABILITY
No Officer or Board Member of the Society shall be personally liable to the Society for monetary damages for or arising out of a breach of fiduciary duty as an Officer or Board Member, notwithstanding any provision of law imposing such liability, provided , however, that the foregoing shall not eliminate or limit the liability of an Officer or Board Member to the extent that such liability is imposed by applicable law (i) for a breach of the Board Member's duty of loyalty to the Society or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the Officer or Board Member derived an improper personal benefit.
Article IX: INDEMNIFICATION
The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer or Board Member of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties, and settlement payments reasonably incurred by or imposed upon such person in connection with any threatened, pending, or completed action, suit, or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not have acted in good faith in the reasonable belief that such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Board Members who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. This Article constitutes a contract between the Society and the indemnified Officers and Board Members. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer or Board Member under this Article shall apply to such Officer or Board Member with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Article X: AMENDMENT OF THESE BYLAWS
These bylaws may be amended by 2/3 vote of all Board Members then in office at a meeting of the Board, provided that such amendment does not affect the voting rights of members. An amendment that does affect the voting rights of members further requires ratification by a 2/3 vote of a quorum of the general membership at a meeting of the Society.