In these bylaws, unless the context suggests otherwise,
“adult” means an individual who has attained age 18;
“board” means the Board of Directors of the Society;
“executive committee” means a committee consisting of the president, vice-president, secretary, and treasurer of the Society;
“family” means –
an adult, together with any dependents who live at the same address; or
two adults living at the same address, together with any dependents who live at the same address;
“member” refers to a member of the Society;
“Society” means THE FOLKLORE SOCIETY OF GREATER WASHINGTON.
The Society must be operated solely to further the understanding, investigation, appreciation, and performance of the traditional folk arts.
Membership in the Society is open to any person or persons in the following classes:
Subcategories of these classes of membership may be established by The Board.
Honorary memberships may be extended to individuals only on the unanimous approval of the board and may be with or without limit of duration.
In the case of a family membership, each member of the family is treated as a member of the Society, except that persons who are members by virtue of being dependents do not have voting rights.
Each member has one vote, except for members without voting rights described in D.
Membership in The Society carries the following privileges and obligations:
For all classes of membership:
Members are bound by the By-Laws and actions of The Board and Officers in consequence thereof.
Members are entitled to vote at all regular and special meetings, and by mail ballot.
Members are entitled to attend the regular programs and special additional programs as may from time to time be arranged for the Membership, at reduced rates or without charge.
Members may attend all meetings, except closed sessions, of The Board.
It is the responsibility of members to inform the Membership Chair of any change of address or status.
Members (other than those holding an honorary membership) are required to pay dues in amounts determined by the board. Membership becomes effective immediately upon payment of current dues. Dues for renewed memberships are due and payable on the first day of the month in which the membership became effective.
If a member fails to pay dues by the due date, the Society is required to notify the member of the failure and again (no earlier than one month after the first notification) if the failure continues. If a member who has received two notices of arrears fails to pay the dues by the first day of the third month following the due date, the membership lapses.
A member may resign by submitting a written letter of resignation to the Membership Chair.
The board may, by a vote of three-fourths of the board, decide to revoke a membership for good cause. The board must notify the member of its decision in writing, including the reasons for the decision and describing the right to appeal. The member has the right to appeal the decision in writing. The revocation becomes effective one month after the notice is sent or, in case of an appeal, becomes effective immediately after the board’s decision to reject the appeal. A vote of three-fourths of the board is needed to reject an appeal.
In the event a membership is revoked, the former member may apply for a new membership after a period of one year. The board must approve reinstatement by a three-quarters vote.
In the event of a member’s resignation from membership, revocation of membership, or dissolution of The Society, no member has a claim for refund of dues.
MEETINGS OF THE SOCIETY
A minimum of four meetings shall be held each year. At least one meeting shall be held in February and at least one in March. Meetings may coincide with any Society event.
Meetings shall be called by the Secretary:
On the request of the President,
On the request of any three members of The Board, or
By petition of one percent of the members of The Society.
Notice of the meeting shall be given to all members at least ten days prior to the meeting in any manner as permitted by the D.C. Nonprofit Corporations Act. Such notice shall state the date, time, and place of the meeting and shall also state all motions, if any, to be voted on.
At any meeting, reports and motions may be presented, and matters of general policy may be discussed. No main motion may be voted on unless the membership has been notified before the meeting.
Meetings shall be open to the public, but non-members shall not propose or vote on any motion. A simple majority of members voting at a meeting, a quorum being present, shall suffice for the transaction of ordinary business, except as otherwise restricted herein. A quorum shall be 75 members or ten percent of all voting members, whichever is less. The Board may designate any place, either within or without the District of Columbia as the place of meeting for any annual meeting or for any special meeting called by The Board. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the District of Columbia; but if all of the members shall meet at any time and place, either within or without the District of Columbia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
The Officers of The Society shall be the President, Vice-President, Secretary, Treasurer, Membership Chair, Program Chair, Publicity Chair, Publications Chair, Dance Chair, and three Officers-at-Large.
During their term of office, all Officers shall maintain membership in The Society. The President, Vice-President, Secretary, and Treasurer shall be twenty-one years of age prior to assuming office.
The term of each Officer shall be one year, from July 1 through June 30, or until a successor is elected. No Officer may serve more than five consecutive terms on the Board as an Officer, nor may any Officer hold more than one office concurrently.
At each regular meeting of The Board, each Board member shall report detailed plans for future activities for which they are responsible as described below. The report shall include cost estimates and logistic requirements.
The President shall serve as Chair of The Board and senior executive officer of The Society, responsible to The Board for the conduct of The Society's program and affairs. Subject to these By-Laws, The President shall conduct, with the other constituted Officers and Chairs, The Society's ordinary business. In the year following his/her term of office he/she shall serve a term as Past President and voting member of The Board, and shall not be a candidate for any office the term of which would be concurrent with his/her term as Past President. Including terms as Past President, no individual may serve more than six consecutive terms on the Board in any capacity.
The Vice-President shall serve as Vice-Chair of The Board and shall have such other duties as are delegated to him/her by the President and/or The Board. He/she shall succeed to the authority of the President when the President is unable to carry out the duties of his/her office.
The Secretary shall serve as Secretary of The Board and shall be responsible for the maintenance of The Society's minutes, corporate records, and such other records as may be specified by The Board. He/she shall be responsible for notifying members of all meetings of The Society and of The Board, shall maintain appropriate lists, and shall be responsible for correspondence as required by The Board.
The Treasurer shall have responsibility for preparation and custody of all financial records of The Society and shall prepare such statements as are required by The Board or by law. He/she shall be responsible for overseeing the collection of admission fees and all of The Society's receivables and for payment of all of The Society's just debts. He/she shall be responsible for The Society's tax returns and applicable schedules for his/her term of office. In the year following his/her term of office he/she shall serve a term as Past Treasurer and voting member of The Board, and shall not be a candidate for any office the term of which would be concurrent with his/her term as Past Treasurer. Including terms as Past Treasurer, no individual may serve more than six consecutive terms on the Board in any capacity.
The Membership Chair shall be responsible for keeping membership lists, reporting to The Board upon request the status of current membership, and performing other related duties as assigned by The Board. He/she shall have responsibility for issuing all membership cards and for collecting membership dues and transmitting them to the Treasurer.
The Program Chair shall be responsible for the planning and production of a minimum of nine monthly programs of The Society, and for the planning and production of all other concerts and special events, with the exception of dance events and those otherwise assigned.
The Dance Chair shall be responsible for the planning and production of all activities of The Society principally involving dance, with the exception of those activities otherwise assigned.
The Publicity Chair shall be responsible for all publicity, advertising, promotion, and public relations activities of The Society.
The Publications Chair shall be responsible for the preparation, printing, and disposition of all regular and special publications of The Society.
Officers-at-Large shall be responsible for assisting other Officers in their duties as requested by the President of The Society.
ELECTION OF OFFICERS
Each year, by the January Board meeting, the President, with the approval of two-thirds of The Board, shall appoint an Election Committee Chair and two or more additional committee members. A majority of this Committee shall not be members of The Board.
The Election Committee shall solicit names of potential candidates through regular publications of The Society. The Election Committee shall select a slate of candidates for office, which need not be limited to one candidate per office, and shall present that slate to the membership at February and March meetings of The Society. At those meetings, additional nominations for any office may be made and seconded from the floor. A quorum for such a nominating meeting is 25 members; for the conduct of other business the quorum requirement of IV(E) applies.
Additional nominations may be made by written petition signed by at least five members of The Society and submitted to the Election Committee by a deadline established and published by the Election Committee.
Candidates for office must be members of The Society at the time of nomination. Members are not eligible to run if their election would result in more than six consecutive terms on the Board, including any mandatory terms as Past President and Past Treasurer.
No Election Committee member may be nominated for office by the Election Committee. Any member of the Election Committee who is otherwise nominated for an office shall no longer serve on the Election Committee.
By May 1st, the membership shall be sent election ballots which shall include the names of all candidates for office and space for write-in candidates. A brief position statement by each candidate shall be sent with the ballot. Ballots may be provided in electronic form to those members who have agreed in advance in a signed writing to vote electronically. If the transmission of an email ballot of a member is not confirmed by a return receipt within two days of transmission, the member shall be sent a ballot by mail.
The deadline for return of the ballots shall be not less than two weeks after the mailing. Except for electronic ballots, ballots shall be returned to the Election Committee by mail, or to any Election Committee member at any Society event. Only electronic ballots voted by the deadline and authenticated ballots sent by mail to the membership and received by the deadline shall be counted.
For each office, the candidate with the most votes shall be elected. In case of a tie, the Election Committee, by lot, shall select the winner.
Election results shall be announced in the next regular publication of The Society. The newly elected Officers shall take office on July 1.
An Officer may resign by submitting a written resignation to The Board, which will become effective when accepted by The Board.
An Officer may be suspended for cause by a two-thirds vote of The Board. The Officer shall be notified in writing of The Board's action and may appeal the suspension at the next meeting of The Board. If the suspension is sustained by a two-thirds vote of the remaining Board, the Officer shall be removed from office as of that date, unless he wishes to appeal the action to the membership of The Society. In that event, written announcement of the proposed removal shall be made to the membership at least one week prior to the next meeting of The Society. The question shall be raised at the meeting of The Society following the announcement, and a two-thirds vote, a quorum being present, shall be required to reverse the action of The Board.
An Officer may be removed by the membership in the following manner: At any regular meeting of The Society a motion to consider the removal of an Officer may be passed by a majority vote of those present and voting, a quorum being present. Written announcement of the proposal to remove the Officer shall then be made to the membership at least one week prior to the next meeting of The Society. The question of removal of the Officer shall be raised at the meeting of The Society following the announcement, and a two-thirds vote of those present and voting, a quorum being present, shall be required to remove the Officer
No Officer shall be removed without being given all reasonable opportunity to be heard.
Removal of an Officer shall not affect his/her membership in The Society
Upon resignation or removal of an Officer, The Board shall fill the vacancy from the eligible membership by a two-thirds vote of the remaining Board, except that the Past President and Past Treasurer shall not be replaced.
The duly elected Officers, together with the Past President and the Past Treasurer, constitute The Board of The Society. Each member of The Board shall have one vote.
The Board is responsible for the overall management of the affairs of the Society. The Board is responsible for the proper conduct of the Officers of The Society under these By-Laws and must carry out any policy decisions duly adopted by the membership.
The Board shall meet at least once a month. A quorum for the transaction of business shall be eight members of The Board. A simple majority of members voting, a quorum being present, shall suffice for the transaction of ordinary business, except as otherwise restricted herein.
The President, Vice-President, and Secretary of The Society shall serve, respectively, as Chair, Vice-Chair, and Secretary of The Board.
For the determination of any matter before The Board, the Chair or anyone acting in that capacity shall have a vote.
Special meetings of The Board may be called by the Chair on his/her own initiative or at the request of any three members of The Board. All members of The Board must receive actual notice of the time, place and issue to come before a special meeting not less than forty-eight hours in advance, and no other matter may be determined at that special meeting.
Board meetings shall, in general, be open to interested members of The Society.
The Board shall, among other powers:
Approve all programs and projects bearing the name of The Society, as hereinafter provided.
Require a statement or statements of income and expenses to be prepared and an annual internal audit of Society funds to be made by the Treasurer in conjunction with the preparation of the tax returns.
Fill vacancies on The Board, by a two-thirds vote of the remaining members.
Any or all Board members may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
As permitted by DC Nonprofit Corporations Act the Board may make a decision without holding a meeting, if the text of the decision is communicated to all the Board members and all the Board members express their agreement with the decision.
RULES OF ORDER
Insofar as they are appropriate and do not conflict with the By-Laws and special rules of order of The Society, the rules contained in Robert's Rules of Order, Newly Revised shall govern meetings of The Society and of The Board.
Committees, which may be committees of one, may be empowered by The Board to conduct one or more of The Society's programs or functions. All activities of the Society must be carried out either by an Officer or by a Committee. Each Committee must include at least one Board member or designated representative appointed by the Board, who is expected to report regularly to The Board on the committee’s progress. The Board has the authority to approve or disapprove actions of any committee, and shall retain ultimate responsibility for all activities of each committee.
The organization and operation of any committee shall be determined by the Chair of the committee.
Chairs of committees are appointed by The Board, and may be removed by the Board at any time. Those so appointed must be members of The Society at the time of their appointment.
FINANCIAL AND FISCAL AFFAIRS
The funds of The Society shall be kept in accounts and other investments selected by the Treasurer with approval by The Board.
No monies may be disbursed from any account except on the signature of the Treasurer, the President, Vice-President, Secretary, or other Officer or committee member so authorized by The Board.
The Treasurer and all others designated to receive and/or disburse monies for The Society shall furnish such bond and such surety on the bond as may be required by The Board.
An audit of the books, accounts, and assets of The Society shall be made at the direction of The Board.
The Board shall adopt a budget in advance of the fiscal year for which that budget applies. No contract or obligation of The Society's funds in excess of the budget for any activity shall be made or undertaken except with the express approval of The Board or membership, as herein provided.
Society members may be reimbursed for approved expenses incurred on behalf of The Society. Payment for any services by members requires prior approval by The Board or membership as herein provided.
Any use of The Society's equipment, facilities, or reputation shall require prior approval by The Board or membership as herein provided. Use of The Society's equipment for purposes compatible with The Society's objectives may be approved by two or more members of the executive committee if a decision must be made by the next scheduled meeting of The Board. Such approved use shall be reported at the next scheduled meeting of The Board.
USE OF THE NAME OF THE SOCIETY
The Society shall not allow the use of its name in connection with any activity not under its direct control without the express prior approval of three-fourths of The Board or two-thirds of the membership. No Officer or member of The Society may claim to represent The Society in any matter unless specifically empowered to do so under these By-Laws.
AMENDMENT OF BY-LAWS
An amendment of the By-Laws may be proposed at any Board meeting by any member of the Society. The proposed amendment shall be read at that meeting and the question shall be tabled. Within one month of the proposal, the President shall appoint a By-Laws Committee to review/revise the proposed amendment in consultation with Board members, interested Society members, and the proposer of the amendment. Within four months of its appointment, the By-Laws Committee shall report its recommendations to The Board. The Board may at that time approve or reject the Committee’s recommendations or request the By-Laws Committee to deliberate further on the proposal, after which the By-Laws Committee shall report to The Board, and the Board again may approve or reject the Committee’s recommendations, or ask for further deliberation.
If the Board approves an amendment as recommended by the By-Laws Committee, the proposed amendment shall be submitted for vote by the membership.
If the Board has not approved an amendment as described in A within eight months of the original proposal date, the originator of the proposed amendment, supported by the signatures of at least five percent of the membership, may submit the original proposal, with any modifications he or she considers appropriate, for vote by the membership. At such time the proposed amendment shall be submitted for vote by the membership. The Board shall distribute a copy of the amendment and a dated ballot to the membership within one month. To the extent permitted by the DC Nonprofit Corporations Act, in the case of members who have agreed in advance in a signed writing to vote electronically, these materials may be distributed electronically and the ballots returned electronically. To the extent permitted by the DC Nonprofit Corporations Act, ballots shall be returned by mail, electronically, or in person by the deadline specified on the ballot to a neutral person chosen by The Board. The deadline shall be not less than three weeks after the date of the ballot. The person who receives the ballots shall report the results at the next Board meeting at which time any approved amendments shall take effect.
Two-thirds majority of those voting shall be required to adopt any amendment.
The Society shall not dissolve except upon the written ballot of two-thirds of the then total membership.
In the event of dissolution, none of the remaining assets may be distributed to, or be used for the benefit of, any member or class of membership. All sound recordings, photographs, and written records of The Society shall be given to The Archive of Folk Culture of The Library of Congress. Further remaining assets shall be distributed to a non-profit organization or organizations dedicated to purposes similar to those of The Society, for use in continuing the support of traditional folk arts. The selection of the distributee or distributees shall be made by the membership on the recommendation of The Board.