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DENVER AREA SQUARE AND ROUND DANCE COUNCIL, INC.

BYLAWS

Amended  March 3, 2024

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Article I.  Name

 

The name of this organization is:

Denver Area Square and Round Dance Council, Inc.

(abbreviated as DAS & RDC and hereinafter referred to as the Council)

 

Article II.  Object

 

The primary object of the Council shall be to further the good fellowship of square dancing.  To this end, the Council shall promote and sponsor such activities as may tend to increase interest and participation in the activities comprising square dancing.

 

Mission Statement:  DAS & RDC provides leadership, cohesion, and guidance to Denver area square and round dance to help increase clubs’ membership and enrich dancers’ experience.

 

Article III.  Definitions

 

The following definitions shall apply throughout these Bylaws:

 

Square Dances.  Square dances are American folk dances that are called, cued, or prompted to the dancers and include squares, rounds, clogging, contra, line, the Virginia Reel, and heritage dances.

 

Square Dance Couple.  A square dance couple shall be two square dancers from any one of the American folk dance groups.

 

Representative Square Dance Couple.  A representative square dance couple shall be a square dance couple designated by an active member Club to represent the Club at Council meetings.

 

Article IV.  Members

Section 1.  Classes of Membership.  There shall be two classes of members:  active and honorary.

 

Section 2.  Qualifications of Active Members.  An active member of the Council (referred to herein as an “active member club”) shall be an organized club in the Denver Area, as the area is delineated by the Colorado State Square Dance Association, formed to regularly promote square and/or round dancing.

 

Section 3.  Application for Active Membership.  An application, accompanied by the first year’s annual dues, shall be submitted to the Membership Committee of the Council.  The application shall include the name of the club, the times and places of its dances, the approximate number of members, and the names and addresses of the authorized representatives of the club.

 

Section 4.  Approval.  The Membership Committee shall investigate the applicant to determine that it qualifies for membership, shall report its finding to the Executive Board, and shall recommend for or against membership.  The Executive Board shall approve or disapprove the application, and the club shall be notified promptly of the decision.

 

Section 5.  Privileges of Active Member Clubs.  Active member clubs in good standing have the right to be represented at Council meetings and to vote upon all matters coming before the Council.  Active member clubs are listed in the Bulletin, their dance calendars are published in the Bulletin, they may advertise their special dances in the Bulletin, and they may also submit letters regarding club activities for publication in the Bulletin.  Members of active member clubs are eligible to hold office in the Council and to serve on committees.  The active member clubs also may obtain insurance for their club activities through the Council.

 

Section 6.  Dues.  The annual dues of each active member club shall be fixed by the Executive Board, and shall include the dues assessed by the Colorado State Square Dance Association.  Dues shall be payable on September 1 of each year.  Any active member club whose dues are three months in arrears shall be suspended from the Council until its dues are paid.

 

 

Section 7.  Representation.  Each active member club shall be entitled to be represented by two square dance couples, who shall be chosen by the club and shall serve for such term as the club determines.  Each person representing the club must be a member in good standing of that club and may represent only one club. 

 

Section 8.  Good Standing.  One designated representative square dance couple of a club present at a Council meeting shall be sufficient to maintain the good standing of the club.  When a club is not represented at three consecutive meetings, notice shall be given to the club’s president in writing that its membership has been suspended.  Thereafter, in order to restore its good standing, the club must indicate in writing its intention to reinstate and its membership will be reinstated after it has been represented at the next two succeeding Council meetings.  In the event the required attendance of a representative square dance couple at Council meetings imposes a hardship upon the Club, the Club may submit its written request to the Executive Board for permission to maintain its good standing by the regular attendance of one person as its designated representative.  The Executive Board in its discretion shall approve or deny the Club’s request.  If granted, permission shall be limited to one year, but the Club may reapply annually.

 

Section 9.  Honorary Members.  Honorary membership shall be extended to the Denver Area Square Dance Callers and Cuers Association, and may be extended to recreation departments in the Council area, and to other organizations selected by the Executive Board of the Council.  Honorary members shall not be required to pay dues and may not vote or hold office.

 

Article V.  Officers and Directors

 

Section 1.  Officers.  The officers of the Council shall be President, Vice President, Secretary, Treasurer, and immediate Past President, each of whom shall serve for one year and until a successor is elected and assumes office.

 

Section 2.   Directors.  There shall be three Directors, each of whom shall serve for a three year term.  One Director shall be elected annually and shall serve for a term of three years, and until a successor is elected and assumes office.

 

Section 3.  Qualifications.  All officers and directors must be members in good standing of an active member club of the Council.

 

Section 4.  Commencement of Term.  The term of each officer and director shall commence at the end of the June meeting next following his or her election.

 

Section 5.  Vacancies.  In the event of a vacancy in the office of President, the Vice President

shall serve for the remainder of the term. If there is a vacancy in any other office, including director, or if the Vice President is unable to assume the office of President, the Executive Board shall designate a member of an active member club to serve for the unexpired term. If a suitable replacement cannot be found for Vice President, Secretary, Treasurer, or immediate Past-President, the Executive Board can function as long as other Executive Board members, not the President, willingly assume the duties of the vacant position.

 

Section 6.  Method of Nominating.  Nominations for Council Officers shall be presented by the Nominating Committee at the February meeting of the Council to allow for additional nominations from the floor at the March Council meeting or immediately prior to the election.

 

Section 7.  Election.  The election shall be held at the regular April meeting of the Council.  If there is only one nominee for an office, voting may be by acclamation.  If there are two or more nominees for an office, voting shall be by secret ballot.  If none of the nominees receives a majority vote (51%) there shall be a run-off election between the two candidates receiving the highest number of votes in the original balloting.

 

Section 8: Multiple offices. No officer may hold more than one position.

 

Article VI.  Duties of Officers

 

Section 1.  General.   The officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Council.

 

Section 2.  President.  The President shall preside at all meetings of Council, shall serve as a member ex-officio of all Council committees except the nominating committee, shall make all appointments provided for in these Bylaws, and shall perform such other duties as are usual and customary to the office of President.

 

Section 3.  Vice President.  The Vice President shall preside in the absence or at the request of the President and shall perform such other duties as are assigned by the President.

 

Section 4.  Secretary.  The Secretary shall keep accurate minutes in a permanent record book of all meetings of the Council.  Copies of the minutes and of the Bulletin from the third year past shall be filed annually, following the June meeting, as a permanent record with the State Historical Society.

 

Section 5.  Treasurer.  The Treasurer shall keep an up-to-date and complete record of all financial transactions of the Council.  The Treasurer’s books of account shall be turned over to the Financial Review Committee within fifteen days following the close of the fiscal year.  Both the President and the Treasurer shall be bonded and shall be authorized to sign checks.  In the event the President or Treasurer is unavailable the Past President shall be authorized to sign checks.  The President shall issue checks only in the event of the incapacity of the Treasurer.

 

Article VII.  Colorado State Square Dance Association Representatives (CSSDA)

 

Section 1. Membership. As a member of the CSSDA, the Council is entitled to be represented on the Board of Directors of CSSDA by Junior and Senior Representatives; the manner of selection and term of office to be determined by the Council. The Council is required to designate annually to the CSSDA the Junior and Senior Representatives who will serve on the Board of Directors for the ensuing calendar year.

 

Section 2.  Representation.  One square dance couple shall be elected annually at the December meeting of the Council to serve for a term of two years.  The couple serving its first year on the CSSDA Board shall be designated the Junior Representative, and the couple serving its second year on the Board shall be entitled the Senior Representative.

 

Section 3. Qualifications: A representative square dance couple must have served as an officer of the Council, or have served for at least two of the previous five years in active service on Council Committees, and maintain membership in a Council member club.

 

Service rules in this section may be suspended, one time only, immediately prior to election by two thirds vote of the electors present at the Council meeting.

 

Section 4.  Method of Nominating.  The Nominating Committee shall nominate one or more square dance couples and shall report its nominations at the November meeting of the Council.  Additional nominations may be made from the floor at that meeting or immediately prior to the election.

 

Section 5.  Election.  The vote shall be taken at the December meeting.  If there is only one nomination, the vote may be by acclamation.  If there is more than one nomination, the vote shall be by secret ballot.  In the event no nominee receives a majority vote, there shall be a run-off election between the two candidates receiving the highest number of votes.

 

Section 6.  Term.  The term of the CSSDA Representative shall begin at the next meeting of the CSSDA Board of Directors and shall continue for two years and until a successor is elected and assumes office.

 

Section 7.  Expense Reimbursement.  CSSDA representatives and any other Council members required to attend CSSDA meetings shall be allowed mileage payments, as provided in the operating budget of the Council, for actual mileage required to attend CSSDA meetings.  Only one mileage reimbursement shall be allowed to any one couple and any one vehicle for any one event and only if expenses are not being reimbursed from any other organization.  No other expenses shall be reimbursed.

 

Section 8.  Proxy to the CSSDA. If a Junior or Senior Representative is unable to attend the CSSDA meeting, they must notify the Council President as soon as practical so the DAS & RDC President may select a proxy or proxies to attend in the elected representative’s place.

 

Article VIII.  Meetings

 

Section 1.  Regular Meetings.  Regular meetings of the Council shall be held at least once each month, at such time and place as the Executive Board of the Council shall designate.  No meetings shall be held in July and August.

 

Section 2.  Annual Meeting.  The June meeting shall be the annual meeting of the Council.

 

Section 3.  Special Meetings.  A special meeting may be called at the discretion of the President.  A special meeting shall be called by the President upon receipt of a written petition signed by the representatives of twenty-five-percent of the member clubs.

 

Section 4.  Substitute Representation.  A designated representative of a club who is unable to attend a Council meeting may appoint another member of his or her club to represent the club in his or her stead.  Upon arrival at the Council meeting, the substitute representative shall notify the membership committee that he or she has been duly appointed by the designated club to represent the club at the Council meeting, and shall thereupon be entitled to vote at that meeting.

 

Section 5.  Voting.  Each person representing a club shall be entitled to one vote.   A person or a square dance couple may represent only one club.

 

Section 6.  Quorum.  Twenty-five percent of the member clubs shall be represented at a Council meeting in order to constitute a quorum.

 

Section 7.  Right to Attend.  All members of active member clubs shall have the privilege of attending the Council meetings and taking part in discussions.  Only the authorized representatives shall have the right to make motions or nominations and to vote. 

 

Article IX.  Executive Board

 

Section 1.  Members.  The officers and directors of the Council and the two representative couples to the CSSDA shall constitute the Executive Board.  Each individual member shall have one vote.

 

Section 2.  Authority.  The Executive Board shall provide leadership in the affairs of the Council, make recommendations to the Council, and shall perform such other duties as are specified in these Bylaws.  The Board shall be subject to the orders of the Council, and none of its acts shall conflict with action taken by the Council.  In the event of emergencies arising between regular Council meetings, the Executive Board shall have the power to act for the Council.

 

Section 3.  Meetings.  The Executive Board shall meet prior to each Council meeting.

 

Section 4.  Budget.  The Executive Board shall review the operating budget for the Council’s fiscal year prepared by the Finance Committee and shall make such changes as it deems desirable.  The budget as approved by the Executive Board shall be presented to the Council for its approval at the June meeting.  No financial expenditures that have not been budgeted or that exceed the amounts budgeted shall be made by the Executive Board or by any officer, committee chairmen, or committee member without the approval of the Council. 

 

ARTICLE X.  COMMITTEES

 

Section 1.  Standing Committees.  The standing committees shall be:

 

            Financial Review        Finance                       Membership                Bulletin                       Hall of Fame               Nominating                 Bylaws

 

The Finance Committee shall consist of the President, the President Elect, the Treasurer Elect and the Current Treasurer.  The Finance Committee shall be comprised of the above positions as determined by the April elections.

 

The Hall of Fame Committee shall be chaired by the immediate past president. 

 

At the regular October meeting of the Council, the President shall appoint a chairman of the nominating committee. The chairman shall immediately select no fewer than two additional representative square dance couples, each couple to be from a different active member club.

 

The President shall appoint the chairmen of the other standing committees and shall establish such other committees as are needed from time to time to accomplish the objectives of the Council.

 

Section 2.  Term.  The terms of all committee chairmen and members shall expire at the close of the June meeting unless the committee is sooner discharged.

 

Section 3.  Qualifications.  All committee chairmen and members shall be members of active member clubs.  A committee chairman may request one or more nonmembers to act in an advisory capacity to the committee.

 

Section 4.  Expenditures.  Any expenditure proposed by a committee in excess of the committee’s budget shall be approved by the Executive Board and authorized in advance by the Council.  No committee chairman or member shall have the power to sign a contract on behalf of the Council.

 

Section 5.  Duties of Committees.

 

5.1       Finance Committee.  The Finance Committee shall:

 

            a) Meet as required prior to taking office at the June Council meeting for the purpose of constructing a proposed budget. If one person holds more than one position within the Finance Committee, they shall be limited to one vote as part of the Finance Committee. If the Finance Committee is required to meet after the June Council meeting, the makeup of the committee will be the same people, except their titles would be Past President, President, Treasurer, and immediate past Treasurer.

 

            b)  Fix the amounts of the bonds to be required for the President and Treasurer, determine whether any committee chairman or other officers should be required to be bonded and the amounts of such bonds, if any, and shall submit its recommendations to the Executive Board for approval at the first meeting of the Board in each fiscal year.

 

            c)  Prepare a budget for the fiscal year and present the budget to the Executive Board for its consideration and approval at an Executive Board meeting prior to presentation of the budget at the June Council meeting.

 

5.2       Financial Review Committee.  The Financial Review Committee shall review the financial records of the Council after the close of the fiscal year, and forward the books of account to the Treasurer no later than August 1, and report the scope and results of the review at the September meeting of the Council.  The Past Treasurer shall not be a member of the Financial Review Committee.

 

5.3       Nominating Committee.  The Nominating committee shall submit two reports, nominations for CSSDA Representatives at the November Council meeting and nominations for Council Officers at the February meeting of the Council.

 

5.4       Other Committees.  All other committees shall have such duties as are assigned to them from time to time by the President.

 

 

ARTICLE XI.  FISCAL YEAR

 

The fiscal year of the Council shall begin on July 1 of each year and shall end on June 30 of the following year.

 

 

ARTICLE XII.  AMENDMENT OF BYLAWS

 

Section 1.  Required Notice.  Written notice of a proposed amendment to the Bylaws shall be given to the representatives of the active member clubs of the Council at the meeting preceding the meeting at which the proposed amendment is to be voted upon.  Copies of the notice shall be mailed, not fewer than twenty days before the meeting at which the vote will be taken, to presidents of the active member clubs that are not represented at the meeting at which the notice is given.

 

Section 2.  Required Vote.  The affirmative vote of two-thirds of the representatives present at the meeting, a quorum being present, shall be required to adopt the proposed amendment. 

 

ARTICLE XIII.  PARLIAMENTARY AUTHORITY

 

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Council may adopt.

 

ARTICLE XIV.  INDEMNIFICATION

 

Section 1.  Provisions of Indemnification.  The Denver Area Square and Round Dance Council, Inc. (herein “Corporation”) shall provide indemnification to each member of the Executive Board and to each member of committees appointed by the President and the Executive Board, or otherwise designated by the Council, and to each officer, employee, or agent of the Corporation (herein “Indemnified Person” or “Indemnified Persons”), in accordance with the applicable provisions of the Colorado Nonprofit Corporation Act and the Colorado Corporation Code (herein the Colorado Corporation Statutes) that require or permit indemnification of such persons, subject to the limitations set forth therein.  The Executive Board may authorize the indemnification of employees or agents of the Corporation who are not otherwise indemnified persons (who shall thereupon become “Indemnified Persons”), to the extent permitted by the Colorado Corporate Statutes.

 

Section 2.  Limitation on Personal Liability.  No member of the Executive Board or of any duly appointed committee shall be held liable for actions taken or omissions made in the performance of his duties as a member of the Executive Board or committee except for wanton or willful acts or omissions.  No Indemnified person shall be personally liable for any indebtedness or liability of the Corporation.

 

Section 3.  Common Law Protections.  The protections afforded in this Article XIV shall not restrict other common law protections and rights that an Indemnified Person may have.

 

Section 4.  Intent of Provision.  This Article XIV is intended to and shall provide the fullest indemnification to Indemnified Persons of the Corporation permitted by applicable law, as it may be amended from time to time.

 

Section 5.  Severability.  If any section of this Article should be invalid or ineffective in any respect, the validity and effect of this Article or of any other Articles in these Bylaws in any other respect shall not be affected.

 

ARTICLE XV.  NONPROFIT STATUS

 

Section 1.  Non profit Organization.  The Council is a nonprofit organization.  No part of its net earnings shall inure to the benefit of any private shareholder, member, or other individual.

 

Section 2.  Dissolution.  In the event of dissolution, the assets of the Corporation, after payment of any legal incurred liabilities, shall be distributed equally to the members on the membership roll in existence at the date of dissolution.