ARTICLE THREE - DIRECTORS AND DIRECTORS' MEETINGS

3.01 POWERS
The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to the limitations imposed by law, the Articles of Incorporation, and these Bylaws.

3.02 VACANCIES ON THE BOARD OF DIRECTORS
Vacancies on the Board of Directors shall exist upon:

1. The failure of the Members to elect the full authorized number of Directors to be voted on at any Members' meeting at which any Director is to be elected; or
2. A declaration of vacancy under Section 3.02(a) of these Bylaws; or
3. An increase in the authorized number of Directors; or
4. The death, resignation, or removal of any Director.

3.02(a) DECLARATION OF A VACANCY
For cause, and upon affirmative vote of three-quarters of the Directors, the Board of Directors may declare a director's position vacant. The Board shall make a good faith effort to contact the director in question no fewer than five days in advance of the meeting at which the vote is to be held.

3.02(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of Directors shall be temporarily filled by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a successor is elected at a Members' meeting. Vacancies reducing the number of Directors to less than three shall be filled before the transaction of any other business.

3.02(c) FILLING VACANCIES BY MEMBERS
Any vacancy on the Board of Directors, including those caused by an increase in the number of Directors, shall be filled by the Members at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Members may elect a successor to take office when the resignation becomes effective.

3.03 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be removed from office by a vote of a majority of Members entitled to vote at an election of Directors. If any or all Directors are so removed, their replacements may be elected at the same meeting.

3.04 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and shall have the same force and effect as a unanimous vote of Directors if all the Directors consent to the action in writing. Such consent may be given individually or collectively.

3.05 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at any place within or without the State of Texas as may be designated by the Board.

3.06 REGULAR MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board of Directors shall be held at any regularly repeating times as the Directors may designate. Regular meeting times and locations will be conveyed to the membership in a manner that the Board deems appropriate.

3.07 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, the Vice President or any two Directors. Written notice of the special meeting, stating the time and place of the meeting, shall be mailed ten (10) days before, or personally delivered so as to be received by each Director not later than two (2) days before, the day appointed for the Meeting. The notice may include a tentative agenda, but the meeting shall not be confined to any agenda included with the notice, and none is required.

3.08 QUORUM FOR BOARD OF DIRECTORS
The presence throughout any Directors' meeting, or adjournment thereof, of a majority of the Directors, as defined in 3.08(b), shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or proposal passed by a majority of the Directors present and voting shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

3.08 (a) INACTIVE STATUS
A director may be declared to be 'Inactive' as a result of failing to attend three consecutive board meetings. An inactive director does not lose any privileges or rights associated with being a director and is automatically returned to active status upon attending a board meeting.

3.08 (b) REQUIREMENTS FOR QUORUM
To constitute a quorum, the number of directors present must be a majority of the total number of directors currently on the board, excluding inactive directors. Directors present by proxy shall not be counted toward a quorum.

3.9 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place are fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.

3.10 CONDUCT OF MEETINGS
The President shall chair all meetings of the Board of Directors. In the President's absence, the Vice President or a Chairman chosen by a majority of the Directors present shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors' meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.

3.11 VOTING
When a quorum is present a majority of the votes cast, ignoring abstentions, is sufficient for the adoption of any proposal, unless the By-Laws require a different standard.

3.12 NUMBER AND IDENTITY OF DIRECTORS
All regular and student members of the Austin Swing Syndicate are eligible to be on the Board of Directors. Directors must maintain active membership for the duration of their term. Paid dance instructors or members who are otherwise affiliated with a for-profit dance organization are eligible to be on the Board of Directors.

The number of Directors of this Corporation shall be seven. The number of Directors may be increased or decreased from time to time by amendment of these Bylaws. Any decrease in the total number of Directors shall not have the effect of reducing the total number of Directors below three, nor of shortening the tenure which any incumbent Director would otherwise enjoy. The Board of Directors shall include the President, Vice President, Treasurer, and Secretary, with three at-large positions without specific responsibilities. The positions of President, Vice President and Treasurer shall not be filled by minors.

3.13 TERM OF OFFICE FOR BOARD MEMBERS
Directors shall be entitled to hold office until removed or their successors are elected and qualified. Election for all Director positions, vacant or not, shall occur at each annual Members' meeting and may be held at any special Members' meeting called specifically for that purpose.

3.14 COMPENSATION
Directors as such shall not receive salaries for their services, but by majority vote of the membership, a fixed sum for expenses of attendance, if any, may be paid to Directors for attendance at each meeting of the Board. This policy does not preclude any Director from service.

Directors may receive the following benefits:

1. Free or reduced admission to all dances and Syndicate events, excluding the Austin Lindy Exchange.
2. Ability to purchase merchandise at cost. The benefits shall be determined by majority vote of the Board of Directors.

3.15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify all officers, Directors, employees, and agents to the extent require by law. The Board of Directors may, by separate proposal, provide for additional indemnification as allowed by law.

3.16 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance, or make any other arrangement, on behalf of any person as permitted by Article 2.22A(R) of the Texas Non-Profit Corporation Act, whether or not the Corporation has the power to indemnify that person against liability for any acts.

3.17 BOARD COMMITTEES - AUTHORITY TO APPOINT
The Board of Directors may designate one or more committees to conduct the business and affairs of the Corporation to the extent authorized. Each Board committee shall contain at least two (2) members, at least one of whom shall be a Director. The Board shall have the power to change the powers and membership of, fill vacancies in, and dissolve any committee at any time. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. The Board may also elect or appoint Members' committees, but these committees shall not conduct the business of the Corporation.

3.18 PROXIES
A Director may vote in person or by proxy executed in writing. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable and otherwise irrevocable by law.

3.19 DEALINGS BY DIRECTORS
No contract or other transaction between this corporation and any other association shall in any way be affected or invalidated by the fact that any of the officers of this association possess a pecuniary or other interest in, or are officers or directors of, such other association. Any Director individually, or any firm of which that Director may be a member, may be a party to or may be pecuniary or otherwise interested in any contract or transaction of this association, provided that the fact that he or his firm have an interest in the transaction shall be disclosed to a majority of the Board of Directors of this association prior to the approval of the transaction by the Board of Directors. Any Director of this corporation who is also a director or officer of another association dealing with this corporation, or who has any personal interest in a matter before the Board of Directors of this corporation, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation which shall authorize any action that may affect that Director or that other association. That Director may not vote on such a topic.