Article I
Name and Place of Business
1.1 The name of this corporation shall be the Royal Scottish Country Dance Society Twin Cities. The corporation is an official branch of the Royal Scottish Country Dance Society. The principal place of transacting its business shall be in the city of Minneapolis, County of Hennepin, State of Minnesota. For the purposes of these bylaws and throughout the Corporation’s activities, the terms “Corporation” and “organization” shall mean the same and may be used interchangeably.
Article II
Purpose
2.1 The purpose of the Corporation shall be exclusively for charitable, religious, education, and scientific purposes under section 501(c)(3) of the Internal Revenue Code including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
In specific terms, the purpose of the Corporation is:
A) To foster in the citizens of Minnesota, specifically residents of the Twin Cities metropolitan area, an understanding and appreciation of the heritage of Scottish Country Dancing.
B) To further the active practice of Scottish Country Dancing.
C) To provide, or assist in providing, special education or instruction in the practice of Scottish Country Dancing.
D) To sponsor classes, lessons, demonstrations, and workshops in the art of Scottish Country Dancing.
E) To do such other things as are or may be considered by the Corporation to be incidental or conducive to the attainment of the purposes stated above.
2.2 To carry out the foregoing purposes, this Corporation shall have the right to enter into contracts, including leases, to receive, hold, use, disburse, and dispose of all money and property of every name and nature, donated, bequeathed, devised, conveyed, or transferred to it, and to do and perform any and all acts necessary or incidental to the achievement of the stated purpose of the Corporation.
2.3 The organization’s purposes are limited to educational activities within the meaning of Section 501(C)(3) of the Internal Revenue Code.
2.4 No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article 2.1 of these bylaws.
2.5 Notwithstanding any other provisions of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code or corresponding section of any future tax code or an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding provisions of any future tax code.
2.6 No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
2.7 All transactions or arrangements that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction shall be subject to review pursuant to the Corporation’s Conflict of Interest Policy. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article III
Membership
3.1 Membership in this organization shall be open to any person aged 12 years or over interested in the purposes of this Society upon payment of the appropriate subscription.
3.2 Each member aged 18 or over shall be entitled to one vote.
3.3 Annual membership dues in the Corporation shall be fixed at the Annual General Meeting by a simple majority vote and upon recommendation by the Executive Board.
3.4 The membership year begins July 1st.
Article IV
Executive Board
4.1 The voting members of the Executive Board shall consist of officers elected by the membership at the Annual General Meeting and a Teachers’ Representative elected by the Teachers’ Committee. The non-voting membership shall consist of officials appointed by the elected officers.
4.2 The term for Executive Board Chair and Vice-Chair shall be two years. The Chair and Vice-Chair will be elected in odd-numbered years. Secretary and Treasurer are elected for two year terms initially and subsequent consecutive terms are for one year. Members-At-Large will be elected for one year terms. Election shall be by a simple majority at the Annual General Meeting. The minimum number of the Executive Board shall be seven.
4.3 The term for the Teachers’ Representative shall be two years. The election will occur prior to the AGM and the term begins when the next board takes office.
4.4 Any person aged 18 or over who is a member in good standing of the Corporation is eligible to serve on the board.
4.5 If a member of the Executive Board is unable to finish his/her term, the unexpired term shall be filled by the appointment of the voting members of the Executive Board. Those appointed in this manner shall serve until the next AGM, at which time a special election will be held to fill the position if the term has not yet expired.
4.6 No member, officer, or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of this corporation.
Article V
Elected Officers
5.1 The elected officers of the Corporation shall consist of a Chair, a Vice-Chair, a Secretary, a Treasurer, at least two Members-At-Large, a Teacher’s Representative, and other such officers as the membership shall decide.
5.2 The Chair shall preside at all meetings of the Executive Board and of the members of the Corporation, act as president of the corporation, and shall be a member, ex-officio, of all committees, except the Nominating Committee.
5.3 The Vice-Chair shall fill the Chair’s functions if the Chair is unable to fulfill them.
5.4 The Secretary shall keep and distribute minutes of the Executive Board meetings and the meetings of the membership, maintain up-to-date records, give all required notices, and conduct the correspondence of the Corporation.
5.5 The Treasurer shall keep and disburse the funds of the Corporation as directed by the Executive Board; shall make annual, or more frequent, financial reports as desired by the Board. The Treasurer shall keep the Corporation’s ledger, shall keep a list of members, shall keep up-to-date records, and shall file all necessary financial reports.
5.6 The elected Members-At-Large shall attend Executive Board meetings and shall perform the duties assigned to them at these meetings.
5.7 No person shall serve in a specific elected position for more than six consecutive years.
Article VI
Appointed Officials
6.1 The appointed officials of the Corporation shall consist of a Social Chair, a Communications Coordinator, an Historian, and such other officials as the Executive Board shall determine. Elected Officers may hold appointed positions.
6.2 The Social Chairperson shall arrange and coordinate all social events of the Corporation, unless otherwise determined by the Executive Board.
6.3 The Historian, appointed by the Executive Board, shall maintain a record of the Corporation’s history and written, photographic, and other mementos.
Article VII
Removal of Executive Board Members
7.1 Appointed officials may be removed by majority vote of the elected officers.
7.2 Elected officers may be removed by a majority vote of a meeting of the membership.
Article VIII
Meetings
8.1 The Annual General Meeting of the membership of the Corporation shall be held in May in the metropolitan Twin Cities area, the actual date, time, and place being fixed by the Executive Board.
8.2 The membership shall be given at least two weeks notice, through electronic or written correspondence, of the location, time, and agenda of the Annual General Meeting.
8.3 At the General Meeting, each member present, either in person or by proxy, shall have the right to cast one vote on each question and never more than one vote. The vote of the majority of those present and voting, either in person or by proxy, shall decide any questions brought before such meeting, unless the question is one upon which, by law, the Articles of Incorporation or these Bylaws, a different vote is required, in which case, such express provision shall govern.
8.4 Voting by proxy shall be permitted at General Meetings. The proxy shall be in writing, signed by the member and dated and shall specifically state the particular Annual General Meeting to which it is applicable, but need not be sealed, witnessed, or acknowledged. Any proxy must be filed with the Secretary before the appointed time of each meeting.
8.5 Other general meetings and special meetings may be called at the discretion of the Executive Board or by petition of ten percent of the membership, giving at least two weeks notice.
8.6 Two-thirds of the elected members of the Executive Board shall constitute a quorum for the transaction of business. A minimum of twenty percent of the members is required to be present at a meeting of the membership to constitute a quorum for the transaction of business.
Article IX
Committees
9.1 The Executive Board may establish as many committees as deemed necessary to carry out the business of the Corporation. Committee Chairpersons are to attend all appropriate Executive Board meetings.
9.2 The Nominating Committee shall consist of a Teacher chosen by the Teachers’ Committee, a member of the Executive Board (the Chair not included), and at least one volunteer from the membership at large. It will be their obligation to select candidates whose talents and experience strengthen the organization.
9.3 The Teachers’ Committee shall consist of all members who have gained a full RSCDS Teaching Certificate and a Representative, who is not a Teacher, appointed from the Executive Committee by the Executive Board. The Teachers’ Committee shall be responsible for instructional matters of the Corporation. This Committee shall elect a Teacher to serve as the Teachers’ Representative to the Executive Board.
Article X
Nominations and Election
10.1 The Nominating Committee shall prepare a list of candidates including at least one candidate for each vacancy to be filled by election at the Annual General Meeting. Due regard shall be given by the Committee to any nominations made by the membership at large. The names of the candidates shall be included in the notification publicizing the Annual General Meeting and may be sent to the membership through electronic or written correspondence.
10.2 Before the name of any nominee is placed upon the list, the nominee must give their verbal consent to the Nominating Committee that s/he will serve, if elected.
10.3 At the Annual General Meeting, nominations will also be taken from the floor. The election of new officers will be the last item on the agenda of the Annual General Meeting.
10.4 The new officers shall take office upon election.
Article XI
Handling of Corporate Funds
11.1 No funds of the Corporation shall be disbursed or liability on behalf of the Corporation incurred by any member, committee, or Executive, unless and until such disbursement or liability has been previously approved by the Executive Board.
11.2 The Treasurer and Chair shall be authorized to sign checks on behalf of the Corporation. The fiscal year of the Corporation is to begin on the first day of May.
Article XII
Dissolution
12.1 The Corporation may be dissolved by a majority vote of the membership. The Executive Board shall pass a resolution recommending such dissolution and shall convene a special meeting of the membership for voting upon the recommendation.
12.2 The duration of the corporate existence shall be perpetual until dissolution. Upon the dissolution of the organization, assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Article XIII
Amendments
13.1 These Bylaws may be amended by no less than a two-thirds vote of the Executive Board, provided that notice of the proposed amendments be given at the meeting at which they are to be considered and at the last previous meeting, and subsequent ratification by the majority of a meeting of the membership.
13.2 These Bylaws may also be amended by a majority vote of the membership at a general meeting where the proposed bylaws are included in the publicized agenda.
As amended on 20 May 2024.