Bylaws of the Tango Society of Minnesota

Revised March 23, 2004

Purpose: It shall be the goal and purpose of the Tango Society of MN. Inc, to promote Argentine Tango and to support other organizations who do the same.

ARTICLE I MEMBERSHIP
Section 1.1 The Corporation, also known as the Club, shall have one class of members, only: annual members. Annual members shall be those persons who have paid their annual dues in advance for a period of one year.
Section 1.2 No member, officer or director shall have any interest or property right in the assets of the Corporation or its name, shall exercise any right to borrow or loan money or assets in the name of the Corporation, and no member shall hold more than one membership in the Corporation.
Section 1.3 The qualifications for membership in the Corporation shall be as follows:
Applicants shall have paid an initiation fee, plus one year's donation in advance, which shall be nonrefundable at the discretion of the Board of Directors.
Section 1.4 Annual dues in the amount determined by the Board of Directors of the Corporation shall be required of each member. Such donation shall be payable in advance and will be renewable each year.
Section 1.5 Membership in the Corporation shall be non assessable, nontransferable and non assignable.
Section 1.6 Membership in the Corporation shall cease:
a. upon receipt by the Board of Directors of the written resignation of a member;
b. upon the failure of a member to pay his/or her annual donation;
c. for ungentlemanly or unladylike conduct, for infractions or violations of corporation rules or laws, or for any conduct considered detrimental to the best interests of the corporation, as determined by a two thirds majority of the Board of Directors;
d. upon the death of a member;
e. by a two thirds majority vote of the general membership at a meeting convened in accordance with these bylaws
Section 1.65 Sexual harassment shall not be tolerated by the Tango Society of Minnesota. Discrimination on the basis of race, gender, sexual orientation, ethnicity, national origin or religion is similarly prohibited. Sexual harassment or discrimination as described above shall subject the perpetrator to expulsion under Section 1.6 or Section 2.10.
Section 1.7 A member of the Corporation who fails to pay the annual donation in accordance with requirements of the bylaws shall forfeit all rights and privileges pertaining to such membership. At a future date, if the member decides to rejoin, he/she may do so by paying the annual donation.
 
ARTICLE II OFFICERS
Section 2.1 The officers of the Corporation shall be known as the Board of Directors. The Board of Directors shall consist of:
a. president,
b. vice president,
c. secretary,
d. treasurer,
e. members at large, the number of which shall be determined by the current Board of Directors.
Section 2.2 The duties of the Board of Directors shall include, but not be restricted to, the following as their exclusiveresponsibility:
a. amendments to these bylaws, by a two-thirds majority vote;
b. regulation of membership fees;
c. management of the corporation's finances;
d. ratification of appointments of non-elected members to the Board of Directors;
e. managing the officer election process;
f. promulgating policies and procedures for the society;
g. developing and maintaining a strategic plan.
Section 2.3 The president shall be charged with the supervision, direction, execution, and overall administration of all Corporation functions and activities. The president shall have authority to expend up to $100 per transaction for Corporation purposes. The president and one other officer shall sign jointly all contracts, bonds and other written instruments, which shall have been first approved by the Board of Directors.
Section 2.4 The vice president shall assist the president, as required, and shall assume the office of president and perform his/her duties when the president is absent.
Section 2.5 The secretary shall attend to all incoming and outgoing correspondence, as required by the Board of Directors; maintain files of all correspondence; take minutes and publish minutes from all meetings, maintain the confidentiality of the membership rolls, as required by the Board of Directors; serve as president of the Corporation in the absence of both the president and the vice president. All ministerial duties described above for the secretary may be performed by a Tango Society member who is not on the board and is not formally designated secretary. The duties of secretary may be combined with those of treasurer in one Tango Society member who may or may not be a board member.
Section 2.6 The treasurer shall manage all income and disbursements, except as otherwise provided by these bylaws; maintain current and accurate records of all Corporation financial transactions; require receipts from all members authorized to expend Corporation funds; present to the Board of Directors current financial reports each Board meeting; present an annual report at the annual meeting; and serve as president of the Corporation in the absence of the president, vice president and secretary. Corporation checks and withdrawals shall require only one signature. All ministerial duties described above for the treasurer may be performed by a Tango Society member who is not on the board and is not formally designated treasurer. Corporation books, bank accounts and other financial data shall be audited quarterly by someone who is not treasurer and not performing any of these duties.
Section 2.7 Members of the Board of Directors who correspond with persons or agencies purporting to speak for the Corporation in matters of policy and/or Club activities shall submit a copy of such correspondence to the secretary for Corporation files. Also, any correspondence received by members pertaining to Corporation matters shall be submitted to the secretary for Corporation files.
Section 2.8 Officers' duties may not be delegated without approval from the Board.
Section 2.9 To avoid conflicts of interest, all officers shall adhere to the following rules. A majority of the Board may approve exceptions to these rules on a case-by-case basis.
a. TSoM may NOT be co-promoted with non-TSoM events in advance of those events; the TSoM name may not be linked with a non-TSoM event in advance of the event, may not be used for marketing the event, and may not be used for pursuing participation in the event.
b. The corporation's names may not be used in any flyers, promotional material, or program lists for non-TSoM events or promotions.
c. Affiliation with TSoM may not be advertised on websites owned or operated by officers. However, links to the TSoM website are permitted and encouraged.
d. TSoM promotional material MAY be distributed at non-TSoM events only if it is clear (or made clear) to the casual disinterested observer that TSoM is not a sponsor of or otherwise linked with the event.
Section 2.10 Members of the Board of Directors of the Corporation are subject to dismissal from office by a two-thirds majority vote of the Board for any of the following reasons:
a. improper or unsatisfactory performance of duty;
b. malfeasance in office and/or deliberate and willful violation of these bylaws;
c. unexcused absence from three or more Board meetings within one business year.
The member being considered for dismissal shall not vote.
 
ARTICLE III ELECTION OF THE BOARD OF DIRECTORS
Section 3.1 The Board of Directors shall be elected by the general membership in the manner prescribed by these bylaws, to serve in office for a period of two years. In order to promote continuity, the secretary and treasurer elected in 2002 and certain designated candidates for director shall each serve for one year while the president and vice president elected in 2002 and other candidates for director shall each serve for two years. New officers and directors elected in 2003 and beyond shall each serve for two years unless they resign or are otherwise removed under these bylaws.
Section 3.2 The Board of Directors shall appoint an election date, which shall be no more than one year and one month from the date of the previous election.
Section 3.3 The outgoing Board of Directors shall appoint a nominating committee of at least three persons at least 45 days before the annual election, who shall solicit and accept nominations for the Board of Directors. The names and phone numbers of the nominating committee shall be published prior to the annual meeting.
Section 3.4 Submission of names for the written ballot shall be closed 10 days before the Annual Meeting. No nominations from the floor will be accepted at the Annual Meeting.
Section 3.5 In the case of no nominations for a seat, the current officeholder will retain the seat.
Section 3.6 The president shall appoint a ballot committee, which shall prepare ballots containing names of candidates. The president shall also appoint a ballot counting committee, which shall consist of at least 2 people who are not candidates. At least 10 days before the election, the president shall present the committees to the board for ratification.
Section 3.7 All ballots shall be prepared in such a way as to guarantee the anonymity of each voting member.
Section 3.8 All voting shall be done in person at the annual meeting. Neither cumulative voting nor voting by proxy shall be authorized, and no single vote shall be split into fractional votes.
Section 3.9 The results of all balloting shall be considered privileged information and shall not be divulged, except as directed by a majority of the Board of Directors.
Section 3.10 Election results shall be announced to the membership at most 10 days after the end of balloting.
Section 3.11 The newly elected board shall take office after the first board meeting that follows their election. This board meeting shall be held no more than 30 days after the elections, and both outgoing and incoming board members shall be encouraged to attend.
Section 3.12 Any member in good standing whose nomination has been accepted by the nominating committee is eligible for election.
 
ARTICLE IV - MEMBERSHIP MEETINGS
Section 4.1 Members shall meet regularly on an annual basis. This shall be known as the Annual Meeting, which will be held for the purpose of electing and confirming the election of the Board of Directors for the subsequent year. Other business that may be forthcoming at that time may be transacted.
Section 4.2 Other meetings of the membership shall be held at such times and as may be ordered by resolution of the Board of Directors or by members holding not less than 30 percent of the voting power of the Corporation by written petition. Such petition shall be presented to the President or the vice president who shall call a special meeting within 30 days from receipt of said petition by the president or vice president.
Section 4.3 All meetings held for the purpose of conducting Corporation business shall be open meetings to all members of good standing.
Section 4.4 Notice of the time and place of meetings, whether annual or special, shall be delivered to each member personally or by mail or email at least 14 (fourteen) days prior to such meetings. If notice of regularly scheduled meetings has been advertised in Corporation literature, or in some medium available to the general membership, this personal notice may be eliminated.
Section 4.5 Notice of meetings shall specify the place, day, hour of the meetings and, in the case of special meetings, the general nature of the business to be transacted.
Section 4.6 The Board of Directors may elect a chairperson of the board by a majority vote. The chairperson shall beresponsible for running special and regular meetings of the corporation. The Board may elect a new chairperson at any meeting.
Section 4.7 Half of the Board of Directors shall constitute a quorum. Resolutions reached without a quorum shall have no force. Where a "majority of the Board" is specified in these bylaws, it means at least half of the Board of Directors, whether or not they are present.
Section 4.8 Minutes of meetings of the corporation shall be made available to any member. However, the Board may vote to censor sections whose publication would compromise the corporation's negotiating power.
Section 4.9 In urgent situations, any officer can make a proposal for the Board's consideration by phone or email, i.e. without a meeting of the Board. Officers who do not have convenient access to email must be informed of the proposal by other means. Every officer must be given at least 24 hours to vote on the proposal, after first being informed of it. Any officer may unilaterally table the proposal until the next meeting.
 
ARTICLE V CORPORATION FUNDS
Section 5.1 The general fund shall be a checking account for the deposit of all Corporation income, and shall be used to pay debts and expenses incurred by the Corporation.
Section 5.2 Special funds may be created, as necessary, by a majority vote of the Board of Directors.
Section 5.3 All monies received or earned by the Corporation shall be deposited in banks and/or savings and loan institutions, in accordance with the provisions of these bylaws.
 
ARTICLE VI MISCELLANEOUS
Section 6.1 Vacancies that occur on the Board of Directors, for whatever reason, shall be filled by appointment of eligible members by the president, subject to approval by a majority of the members of the Board. Such appointments shall be made within 30 days of the vacancies. Should the president fail to act within the time required, it shall be the responsibility of the remaining Board members to nominate eligible members for the existing vacancies, and to elect them by a majority vote. The terms of non-elected officers expire at the same time as the terms of elected officers on the same board.
Section 6.2 Having a mandate from the general membership, by virtue of their direct election to office, the Board of Directors shall exercise full and final authority in the management of the Corporation's business, assets, activities, finances, equipment and properties in the name of the general membership.
Section 6.3 The Corporation shall be nonpolitical, nonreligious, noncommercial, and no member shall publicly or privately commit the Corporation to any apparent or real espousal of any religious, political, commercial or trade union philosophy.
Section 6.4 Neither nonmembers nor members of the Corporation shall use the Corporation's assets, facilities, funds, equipment, properties, membership rolls, name or reputation to produce, promote, advertise or otherwise seek commercial or financial advantage; nor shall religious, political, scientific or commercial doctrines be advertised, promoted, or otherwise publicly or privately advocated at Club functions, except as approved by the Board of Directors.
Section 6.5 Should the Corporation cease to be a functioning entity, dissolution of the Corporation shall be initiated by a majority vote of the Board of Directors. All assets shall be liquidated and used to satisfy Corporation obligations, and the remainder shall be donated to charity, as determined by a majority vote of the Board of Directors in accordance with applicable provisions of these bylaws.
Section 6.6 In keeping with the character, goals and requirements of the organization, it shall henceforth be known as the Tango Society of Minnesota, INC.