DANCEFLURRY ORGANIZATION BYLAWS
A pdf of this document can be downloaded here.
I. Name The legal name of this organization is the “DanceFlurry Organization, Inc.” The acronym “DFO” may also be used on materials.
II. Purpose/Mission The DanceFlurry Organization is a nonprofit educational organization which is dedicated to the preservation, study, teaching, enjoyment and continuing evolution of American and international traditional and historical dance, music and song. Its mission is to present and promote live traditional music and dance and to expand participatory dancing opportunities in the greater Capital region of New York State.
III. Membership All persons interested in dance and music are eligible to become members of the DanceFlurry Organization upon payment of dues.
a) Members in good standing may attend general and special meetings of the membership; vote on all questions coming before the membership; seek election to the Board of Directors; serve on the Board of Directors upon being elected or appointed; and serve on Organization Committees.
b) Members are welcome to attend meetings of the Board and to participate in discussions on matters before the Board, but without a vote on matters before the Board. Members must notify the Board Secretary of their intent to attend before the Board meeting, and must follow the guidelines for participation as posted on the DanceFlurry Organization website.
c) Membership dues are an annual fee proposed by the Board and approved by the Membership at an Annual Meeting or Special Meeting of the Membership. Privileges of membership are determined by the Board as defined in Section III (a) above.
d) Members in good standing have paid the membership dues for the current membership year. The membership year is defined as January 1 to December 31.
IV. Meetings of the Membership
a) The Annual Meeting of the membership shall be held each year in the month of May for the election of officers and other directors and for the transaction of any necessary business. Notices of the Annual Meeting shall state the location, date, and time of the meeting and the agenda items.
b) Special Meetings of the membership may be called at the discretion of the President, at the direction of the Board, or at the written request of at least 10% of the membership. Notices of Special Meetings shall state the location, date, and time of the meeting and indicate the person or persons calling the meeting. The agenda of a Special Meeting can include elections of officers and other directors and the transaction of any matters to be considered.
c) At least two weeks but not more than 50 days’ notice of the Annual or any Special Meeting shall be given. The notice of an Annual Meeting or Special Meeting may be in the form of a postal mailing or emailed notice.
d) The quorum for transaction of business at the Annual or a Special Meeting of the membership is 5% of the total DFO membership or 100 members, whichever is less.
e) A majority vote of those voting is necessary to transact any business brought before the membership, including the election of officers, except as otherwise noted in these Bylaws.
f) Amendments to the Bylaws require a two-thirds majority vote at an Annual or Special Meeting of the membership. Proposed changes will be distributed to the membership with the notice of the Annual or Special Meeting.
g) Members in good standing may vote in an Annual or Special Meeting in the following five ways: in person, via an absentee ballot submitted by postal or electronic mail, or through a secure online voting platform when available, or by proxy.
V. Board of Directors
a) The responsibility for all business matters lies with the Board of Directors whose number does not exceed eighteen (18) directors, including the officers. The term of office is three years. For the purpose of definition, “the Board” refers to all elected directors and officers whose terms have not expired, minus the number of any vacancies due to resignations and/or removals.
b) The Board holds sole authority to call and set agendas for Board meetings, approve organization and event budgets, oversee the work of committees and event organizers, set the Annual Meeting date, and recommend membership dues.
The Board can act to determine fees, including fees and honoraria paid to individuals, rental of necessary facilities, and other incidental expenses; to engage facilities for classes and programs; and to approve engagements and/or other special activities undertaken in the name of the DanceFlurry Organization, or they may delegate these decisions to committees, individuals, and the coordinators of dance and music series and events.
c) The Board holds sole responsibility to determine the need for and the scope of the responsibilities of Organization Committees to carry out projects or special programs.
d) The event organizers, whether or not they are members of the DanceFlurry Organization, may attend Board meetings for the purpose of advising or receiving suggestions from the Board concerning the programs of the DanceFlurry Organization.
e) In the event of a vacancy on the Board, the remaining Board members may exercise the powers of the full Board until the vacancy is filled at the next Annual Meeting; or, upon reasonable notice to the Board from the Nominating Committee, it may appoint a member in good standing by majority vote at a board meeting. The appointed director will fill the vacancy temporarily until they can be officially elected at a meeting of the membership.
f) A director or officer may be removed from office by a majority vote of the DanceFlurry Organization membership after the director or officer has received reasonable notice of their potential removal and has been given the opportunity to be heard by the membership.
g) Directors shall be required to serve on a committee as chair, vice chair, or committee member, or shall serve in an active leadership role in a dance or music series or event sponsored by the DanceFlurry Organization.
h) All directors will be required to identify conflicts of interest and situations that may result in the appearance of a conflict and to disclose those situations, conflicts, or potential conflicts to the President of the Board. Directors will submit a “Conflict of Interest” form at the June board meeting or upon joining the board if in mid-year. If a new conflict of interest arises at any time, the director should notify the President immediately by completing and submitting an updated form. Signed forms are to be submitted to the President and filed by the Secretary.
i) The corporation shall indemnify its directors and officers against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorneys’ fees, in connection with any claim asserted against the director, officer and employees by action in court or otherwise, by reason of the fact that such person was a director or officer of the corporation and acting in good faith for a purpose which such person reasonably believed to be in the best interest of the corporation, and not unlawful.
Indemnification shall be provided in the manner and to the full extent afforded by Sections 722 through 726 of the Not-for-Profit Corporation Law; and as permitted by such law, the corporation may provide additional indemnification pursuant to an agreement, action of the Board of Directors, or by provision of these Bylaws.
VI. Meetings of the Board
a) The quorum for transaction of business is at least half of the current Board members.
b) A majority vote of those voting is necessary to transact any business brought before the Board.
c) Meetings may be held via video conferencing or conference call as long as all participants can hear and participate in the conversation at the same time.
d) The Board will receive notification of Board meetings in a timely fashion. The notification will include the date, time, and location of the meeting and an agenda and any related materials for the meeting.
e) Emergency meetings of the Board are permitted when a situation has arisen that requires an immediate decision. The Board will receive notification of the emergency Board meeting at least twenty-four hours prior to the meeting.
VII. Officers The Officers of the DanceFlurry Organization are President, First Vice President, Second Vice President, Secretary, and Treasurer. The term of office is three years. A vacancy in any office may be filled by a majority vote of the Board of Directors until the next regular election of officers at the Annual Meeting. Duties of Officers are:
a) President: The President is the executive officer responsible for the operation of the group. The President shall preside at meetings, call regular or special meetings of the Board or membership as needed, appoint the Chairpersons of Board or Organization Committees, except as otherwise noted herein, and carry out any other necessary duties incident to the office of President. The President may delegate to the First or Second Vice President such official or other duties as may be necessary or appropriate for the conduct of Board business.
b) First Vice-President: In the absence, disability, or vacancy of the President, the First Vice President shall, as Acting President, perform the duties of the President and possess all the powers of the President until the President can reassume the duties of the President or a President is elected at an Annual or Special Meeting. The First Vice President shall chair the Audit Committee.
c) Second Vice-President: In the absence, or the inability to serve, of the First Vice President, the Second Vice President shall assume all the powers and perform the duties of the First Vice President until the First Vice President’s position is filled by the return of the initial First Vice President or by election.
d) Secretary: The Secretary shall keep records and minutes of meetings; work with committees and/or staff to maintain an up-to-date list of members, participants and subscribers; send notices and flyers; and receive and distribute information from other groups and organizations.
e) Treasurer: The Treasurer shall be responsible for the collection of dues and charges; for the disbursement of fees to musicians and teachers; and for the payment of authorized expenditures either by overseeing staff or undertaking the tasks directly. The Treasurer shall advise the Board about the finances of the organization; assist in formulating the budgets for the regular and special activities; and prepare a yearly financial statement of operations. The Treasurer shall chair the Finance/Budget Committee and shall serve on the Audit Committee.
VIII. Committees In addition to the Board Committees described below, the Board may establish Organization Committees and the work goals for each committee as the objectives of the organization require. At regular Board meetings, the Board will review progress and revise strategy, tasks and time lines to assure results. Each Board and Organization Committee shall be chaired by a director, whose term will be one year, subject to the pleasure of the Executive Committee, and shall keep records of meeting discussions, resolutions, and any votes taken, including any meeting discussions, resolutions and votes conducted by email. If a vote by email does not result in full consensus, the committee must meet and vote in person to discuss the issue. Members in good standing may serve on an Organization Committee, but only directors can serve on Board Committees. Only decisions made by a Board Committee that has at least three directors may bind the corporation. The Board Committees include:
a) The Executive Committee is composed of the officers: President, First Vice President, Second Vice President, Secretary, and Treasurer.
b) Nominating Committee: Its purpose shall be to search out and recruit new directors. In making recommendations, the Nominating Committee shall carefully review the current skill needs of the board, the current membership of the Board and Organization Committees, the age representation and balance of directors representing the programs of the DanceFlurry Organization, and any other factors deemed important by the Board. The President shall recommend to the Board each year for approval the appointment of a chair of the Nominating Committee and between two and four additional members of the Board to serve on the Nominating Committee.
c) Finance/Budget Committee: The Treasurer shall chair this committee. Its purposes are to maintain proper cash management and investment; to supervise bookkeeping and accounting practices; to oversee the implementation of the adopted annual budget; and to prepare financial statements for Board meetings. In lieu of a Vice-Chair for this Committee, a non-officer position of bookkeeper shall implement a cash management plan, maintain all depository accounts, and prepare and present quarterly, annual and other financial reports as requested by any director or officer.
d) Audit Committee: The First Vice President shall chair this committee and the Treasurer shall serve on it. The Audit Committee shall hire, set compensation, and oversee any audit or financial review. The Audit Committee shall set rules and processes for complaints concerning accounting and internal control practices.
Any audit or financial review of the accounts of the Corporation shall be performed by an independent certified public accountant who is not, nor any member of his or her firm, an officer, board member, employee or volunteer of the Corporation or has an immediate family member who is. Said certified public accountant, their firm, and any related entities shall perform only audit- or review-related business, and no other business whatsoever, with the Corporation.
IX. Election of Officers and Board Members at Large
a) Officers and Directors shall be elected at the Annual Meeting of the Membership and take office on June 1 of that year.
b) The Nominating Committee shall oversee the evaluation of prospective candidates for positions as directors or officers of the Board. The Nominating Committee shall report its slate of nominees to the Board for approval one month prior to the Annual Meeting. The Nominating Committee shall present its approved slate of nominees for existing vacancies to the membership at least two weeks prior to the Annual or Special Meeting.
c) Nominations to the Board may also be made by written petition of five members or from the floor at the Annual or Special Meeting, provided that the consent of the nominee has been obtained.
d) A majority of those voting is required for election to office. In the event of inconclusive election results, ballots will be sent to members in good standing who will have 14 calendar days from the postmark or email date to return the ballot.
e) All nominees to the Board must be members in good standing of the DanceFlurry Organization at the time of election.
X. Fiscal Year The fiscal year of the DanceFlurry Organization is June 1 through May 31.
XI. Special Notices Re Tax Exemption
a) No part of the DanceFlurry Organization’s assets or net earnings may inure to the benefit of any individual. This does not preclude the payment of any reasonable amounts for goods or services provided to the organization.
b) Upon dissolution of the DanceFlurry Organization, its assets shall be distributed to another nonprofit organization with similar purposes that is exempt under section 501(c)(3) of the Internal Revenue Code.
c) The DanceFlurry Organization shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation, except to the extent permitted by section 501(h) of the Internal Revenue Code, nor shall it participate to any extent in any political campaign for or against any candidate for public office.
d) It is intended that the DanceFlurry Organization, Inc. shall be entitled to exemption from Federal income tax under section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.
XII. Adoption These Bylaws shall replace any previous Bylaws and shall become effective immediately upon adoption by the general membership of the DanceFlurry Organization.
Adopted by the General Membership at its Annual Meeting on May 31, 2024.
[Signed by] [Signed by]
Kevin Musick, President Marie Bruschi, Secretary
Original signed copies on file with DFO Secretary and Administrator