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ARTICLE FOUR - MEMBERS
4.01 CLASSES OF MEMBERS; MEMBERSHIP
There shall be three classes of membership. The Directors shall set, and may alter, qualifications and classes of membership. Membership is not transferable or assignable.
4.01(a) REGULAR MEMBERS
Regular members shall be admitted upon payment of dues, and shall have full voting rights.
4.01(b) STUDENTS MEMBERS
Student members shall be admitted upon payment of dues and proof of full-time enrollment in an accredited college, university, or high school in the form of a transcript, tuition bill, valid student identification card, or other similar proof. Student members shall receive all benefits and voting rights of regular members, and the only difference between the student and regular membership classes shall be in the amount of dues.
4.01(c) HONORARY MEMBERS
Honorary members shall be approved by a two-thirds majority vote of the Board. Honorary members shall receive all benefits of regular members. Honorary members shall pay no dues for life for their honorary membership. A maximum of two members may be approved for honorary membership per year.
4.01(d) MEMBERSHIP EXPIRATION POLICY
Memberships are considered active through the calendar month in which they expire. Clarification Example: If a membership expires on 10/5/02, he or she is active through all of October. He or she will become inactive on 11/1/02.
4.02 VOTING RIGHTS
During the Annual Election Period. Members of any class(es) entitled to vote shall have one vote on each matter submitted to a vote of the Members.
4.03 TERMINATION OF MEMBERSHIP
The Board of Directors, by two-thirds affirmative vote, may suspend or expel a Member for cause after notice and hearing and may, by a majority vote, terminate the membership of any Member who becomes ineligible for membership. The Austin Swing Syndicate attempts to maintain a safe atmosphere for our patrons, though the public nature our events prevents any guarantee of safety. The Board reserves the right to refuse admission or evict any patron deemed dangerous or disruptive to this environment, even by actions or words performed outside our events. Any discharged patron will receive a full refund of any admission or related charges.
Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by two-thirds affirmative vote, reinstate such former Member on such terms as the Board of Directors may deem appropriate.
Any Member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
4.06 ANNUAL MEETINGS FOR ELECTION OF BOARD OF DIRECTORS
4.06(a) TIMING FOR ANNUAL MEETINGS FOR ELECTING BOARD MEMBERS
The time, place, and date of the annual meeting of the Members of the Corporation, for the purpose of starting the election cycle for choosing Officers and Directors and for the transaction of any other business as may come before the meeting, shall be set by a majority vote of the Board of Directors on a date in the week that falls on the last week of January. The results of the election shall be revealed at the Valentines dance or the second week of February. If the day fixed for the annual meeting is a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as possible. The Board of Directors reserves the right to reset the date of the Annual Meeting if an emergency situation exists.
4.06 (b) ELECTION COMMITTEE AND MANAGEMENT OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS
The Annual Election Meeting and the corresponding election cycle will be managed by an Election Committee. The composition of the Election Committee shall be three people, solicited by the entire Board, appointed by the President, and ratified by a majority vote of the Board of Directors. The term of the Election Committee shall begin six weeks before the election and end when the election results are ratified. Once empanelled, the Election Committee cannot be removed or vetoed by the Board of Directors. The Election Committee will conduct its business under the budget guidelines set forth by the Treasurer and the current Board of Directors. The Election Committee shall be provided an up-to-date Membership list.
4.06 (b) (i) DUTIES OF THE ELECTION COMMITTEE:
- Soliciting potential Board Members
- Managing the nomination process, ending nominations two weeks before the election date.
- Collecting Candidate Biographies one week before the Annual Election Meeting.
- Determining the format, tone and structure of the Candidate bios.
- Collecting and compiling Candidate bios. The Committee is expressly forbidden from modifying the content of bios.
- Facilitating the annual election meeting.
- Choosing the format and structure for candidates' verbal presentations at the Annual Election Meeting.
- Creating the ballots.
- Counting the votes.
- Choosing a format for breaking tie votes
- Maintaining records of members who have voted.
- Ratifying election results.
- Destroying ballots after the election is ratified.
- Reporting election results. All elections will be public, including exact vote counts.
4.06 (b) (ii) ELIGIBILITY TO SERVE ON THE ELECTION COMMITTEE
Candidates are prohibited from serving on the Election Committee. Members of the Election Committee are not required to be members of the Austin Swing Syndicate.
4.06 (c) ELECTION TIMEFRAME
Voting for the Board of Directors will commence at the end of the Annual Meeting. Ballots will be collected and accepted by the Election Committee until 11PM on the date of the election. All Ballots will be secret. The Election Committee has the option to provide Absentee Ballots. A member in good standing may contest the election for seven days after the election results are announced. A special meeting will be called at 7:45PM the Thursday following the election to ratify the results.
Clarification Example: The election cycle for the year 2006 would be as follows:
August 31 - Election Committee Empanelled
September 14 - Nominations Open
September 28 - Nominations Close
October 5 - Candidate Bios posted
October 12 - Election
October 19 - Meeting to ratify results, end of Contest period
4.07 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Members under any provision of the Texas Non-Profit Corporation Act may be taken without a meeting if authorized by a consent or waiver signed by all of the persons who would be entitled to vote on that action at a meeting and filed with the Secretary of the Corporation. Each such signed consent, or a true copy thereof, shall be placed in the Corporate Record Book.
4.08 PLACE OF ANNUAL ELECTION MEETING
Annual Election meetings shall be held at any place within or without the State of Texas as may be designated by the written consent of all persons entitled to vote at a Members' meeting. Any meeting is valid wherever held if written consent to the meeting is given by all persons entitled to vote at this meeting.
4.09 FAILURE TO HOLD ANNUAL MEETING
If, within any thirteen (13) month period, an annual Members' Meeting is not held, any Member may demand, by registered mail to any officer, that the meeting be held within a reasonable time. If the meeting is not held within sixty (60) days of the demand, any Member may compel the meeting by legal action against the Board of Directors.
4.10 CONDUCT OF ANNUAL ELECTION MEETINGS
Members' meetings shall be chaired by the President, or, in the President's absence, the Vice President or any other person chosen by a majority vote of the Members present in person or by proxy and entitled to vote. The Secretary of the Corporation, or, in the Secretary's absence, an Assistant Secretary shall act as Secretary of the Members' meetings. In the absence of the Secretary or the Assistant Secretary, the Chairman of the meeting shall appoint another person to act as Secretary of the meeting. Once the meeting is chaired, the President, or replacement Board member, will defer the facilitation of the meeting to the Election Committee.
4.11 NOTICE OF ANNUAL MEETINGS FOR THE ELECTION OF DIRECTORS
The officer or persons giving notice of a Members' meeting shall deliver written notice to each Director and to each Member entitled to vote at the meeting at least ten (10) but not more than fifty (50) days before the date of the meeting. Such notice shall state the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. The notice may be given personally, by mail, announcements at Austin Swing Syndicate Events, or by other means. Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting in person or by proxy and do not object to the notice given. Consent may be given either before or after the meeting. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty (30) days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.
4.12 SPECIAL MEETINGS
A Special Members' meeting may be called at any time by the President, the Board of Directors, or one or more Members holding one-tenth or more of all the votes entitled to vote at the meeting. Such meeting may be called for any purpose. The party calling the meeting may do so only by written request sent by certified mail or delivered in person to the President or Secretary. The officer receiving the written request shall cause notice of the meeting to be sent to all the Members entitled to vote at the meeting. If the officer does not give notice of the meeting within ten (10) days after receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice. The notice shall be sent pursuant to Section 3.12 of these Bylaws. The notice of a special Members' meeting must state the purpose or purposes of the meeting and, absent consent of every Member to the specific action taken, shall be limited to purposes plainly stated in the notice.
4.13 QUORUM FOR SPECIAL MEETINGS
4.13(a) QUORUM OF MEMBERS AT SPECIAL MEETINGS
As to each item of business to be voted on, the presence (in person or by proxy) of the persons who are entitle to vote at least one-tenth of the Members' votes on that matter shall constitute the quorum necessary for the consideration of the matter at a Members' meeting. If a quorum is present, every act done or resolution passed by a majority of the Members present shall be the act of the Members.
4.13(b) ADJOURNMENT FOR LACK OF QUORUM AT SPECIAL MEETINGS
No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Members to leave less than a quorum, other than to adjourn the meeting by the vote of a majority of the votes represented at the meeting.
4.14 VOTING BY VOICE OR BALLOT AT SPECIAL MEETINGS
Elections for Directors need not be by ballot unless a Member demands election by ballot before the voting begins.
4.15 PROXIES AT SPECIAL MEETINGS
A Member may vote either in person or by proxy executed in writing by the Member or his or her duly authorized attorney in fact. Unless otherwise provided in the proxy or by law, each proxy shall be revocable and shall not be valid after eleven (11) months from the date of its execution.