Bylaws of The Royal Scottish Country Dance Society, San Francisco Branch, Inc. as Amended on May 6, 2017 ARTICLE I. Principal Office. The principal office of the Royal Scottish Country Dance Society, San Francisco Branch, herein called the Branch, is hereby fixed and located at the mailing address of the current Branch Treasurer. The Branch Committee is hereby granted full power and authority to change said principal office, by majority vote, from one location to another within the geographic area comprising the Branch. Any such change shall be noted by the Recording Secretary opposite this section, but shall not be considered an amendment of these bylaws. ARTICLE II. Authority. This corporation is a Local Association and Branch of the Royal Scottish Country Dance Society, herein called The Society, and as such shall follow the Articles of Association and Rules and Procedures of the Society, which in event of conflict shall prevail over these bylaws, except as prohibited by applicable Federal or State law. ARTICLE III. Membership. Section 1. Admission. Membership in the Branch shall also be membership in the Society, and shall be open to all persons who are members of, or are qualified for membership in the Society. In addition the Branch Committee may, if permitted by the Society, establish such other classes of membership as it may from time to time deem appropriate. All new applications for membership shall be acted upon by the Branch Committee or its designee. Section 2. Regular Membership. Regular members are those who pay full dues to the Branch and are members of the Society. Members whose dues are two months in arrears shall be automatically suspended and their names removed from the Branch register. Reinstatement shall be automatic upon payment of all dues and fees for the current year. Section 3. Termination and Reinstatement. The Branch Committee may, by a three-fourths vote of the full committee, suspend or terminate the membership within the Branch of any member whose conduct is in their opinion prejudicial to the interests of the Branch, or who ceases to support the purposes of the Society. Requests for reinstatement may be submitted to the Branch Committee who may appoint designees to review the applicant s petition and make its recommendation to the Branch Committee. Reinstatement may be made by a majority vote of the full Branch Committee or by a two-thirds vote of the voting members present at a general meeting.
Section 4. Transfer. A member of the Society may transfer registration to this Branch from another upon proof of payment of the current Society subscription and approval by the Branch Committee. The Corresponding Secretary shall notify the other Branch of the transfer. Section 5. Appeal. Any Branch decision on membership may be appealed to the Appeals Committee of the Society. Section 6. Dues and Assessments. a) The annual and life membership subscriptions shall be as prescribed by the Society. b) In addition to the subscription, the Branch may charge an annual Branch registration fee. The Branch Committee may increase this fee up to 10% per annum as required for the operation of the Branch. Larger increases must be approved by a majority vote of those members present at the Annual General Meeting. c) The Branch Committee may establish a charge for dance lessons at Branch Classes upon the approval by the Class or may permit Branch Classes to establish a charge for lessons. The Branch Committee may establish such other charges for participation in Branch functions as it may from time to time deem appropriate. d) No charge or assessment other than those permitted by this Section 6 shall be made. Section 7. Register of Members. The Corresponding Secretary shall keep an accurate register of life and annual members of the Branch. Section 8. Participation by nonmembers. The Branch Committee may establish rules for participation of individuals in Branch functions who are not members of this Branch. ARTICLE IV. Meeting of Members. Section 1. Voting. As used herein eligible voters of the Branch shall mean those regular members who are in good standing two months prior to the Annual General Meeting or any Special General Meeting of Members. Each eligible voter shall have one vote, which must be cast in person or by mail in accordance with these bylaws. Section 2. Annual General Meeting. The Annual General Meeting of Members of this Branch shall be held in May each year on a date and at a time and place designated by the Branch Committee. Section 3. Notice. Notice of meetings of members shall be given in writing to each member of the Branch by mailing a copy to the last address on the Branch register at least 15 days prior to such meeting.
Section 4. Quorum. A quorum at the Annual General Meeting of Members, and at any Special General Meeting of Members, shall be one-tenth of the eligible voters. Section 5. Special General Meeting of Members. The Branch committee may, and upon written application of not less than 10% of the eligible voters shall, call a Special General Meeting of Members. Section 6. Order of Business. The order of business at the Annual General Meeting shall be: a) Minutes of the last Annual General Meeting and of any Special General Meetings which may have been held since the last Annual General Meeting. b) Chair s Report. c) Treasurer s Report. d) Election of Branch Committee. e) Any other business. ARTICLE V. Elections. Section 1. Nominating Committee. The Chair, with approval of the Branch Committee, shall no later than February 7 appoint a Nominating Committee of at least three members of the Branch. The Nominating Committee shall report to the Branch Committee the nominations for Branch Committee members not later than March 15. The Nominating Committee shall propose at least one nominee who is willing to serve for each vacancy to be filled. Section 2. Other Nominees. A petition signed by at least 10 eligible voters of the Branch and filed with the Corresponding Secretary not later than March 15, may propose other candidates. Section 3. Qualifications. A nominee must be an eligible voter and consent to the nomination. Section 4. Balloting. The Branch Committee shall cause a ballot to be mailed to each eligible voter not later than 15 days prior to the Annual General Meeting. The Branch Committee shall establish written procedures to validate the ballots prior to the mailing. The ballot shall be a single list of nominees in alphabetical order, without indication of the source of nomination or of the length of terms. Members shall be instructed to vote for no more nominees than the number of vacancies on the Branch Committee. In order to be considered, ballots shall be mailed or otherwise delivered to the Corresponding Secretary not later than the Call to Order of the Annual General Meeting. The Corresponding Secretary shall ensure that the unopened ballots are delivered for verification and counting to the tabulators. At least two persons shall be appointed as tabulators by the Chair, with the approval of the eligible voters present. The tabulators shall
follow the validation procedures before opening and removing the ballots. Secrecy of the ballots shall be preserved. Those persons receiving the greatest number of votes shall be elected. In the event of a tie the winner shall be determined by a secret ballot of those eligible voters present at the meeting and counted by the tabulators. Section 5. Report of Election. The tabulators shall report the results of the balloting to the Chair who shall announce the names of the persons elected. No disclosure shall be made of the number of votes cast for any candidate. ARTICLE VI. Branch Committee. Section 1. Composition. The affairs of the Branch shall be managed by a Board of Directors called the Branch Committee consisting of nine representatives, elected at large from the general membership. Section 2. Powers. The Branch Committee may establish committees and positions within the Branch and appoint Branch members to such committees and positions, entrusting them with such duties as it considers necessary for the efficient working of Branch affairs; shall authorize the expenditure of funds of the Branch; shall fix the time and places of their own meetings and of the General Meetings of the Branch; shall appoint persons to serve until the next regular Branch election in the place of any Branch Committee members who are unable to complete their term; shall appoint persons to fill the unexpired terms of any officers or representatives of the general membership whose offices shall become vacant. The Branch Committee may also establish and maintain operating procedures for the proper functioning of the Branch as needed. The Branch Committee shall exercise all other powers permitted a Board of Directors by law, unless prohibited by the Articles of Incorporation or these bylaws. Section 3. Quorum. A quorum shall be five. Section 4. Meetings. The Branch Committee shall hold a meeting of the old and new members in June of each year, at which meeting the members for the forthcoming year shall elect officers to serve for a one-year period. Also, if any of the newly filled memberships is for other than the normal two-year term, the newly elected Committee members shall decide among themselves who shall have the one-year term(s). The Branch Committee shall hold at least four quarterly meetings each year. Special meetings may be called by the Chair. The Branch Committee may establish such notice requirements as it sees fit. All Branch Committee meetings shall be open to the general membership. Section 5. Action Without Meeting Any action that may be taken at any meeting of the Branch Committee may be taken without a meeting if a consent in writing or by electronic means, setting forth the action so taken, is signed or approved by electronic means by members of the Branch Committee not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all members of the Branch Committee were present and had voted. Any action taken without a meeting shall require that all Branch
Committee members be notified in advance by conventional means as specified by Branch policy and shall be effective when the required minimum number of votes have been received. Prompt notice of the action taken shall be given to all members of the Branch Committee who have not consented to the action. Section 6. Minutes. Minutes of all meetings shall be recorded by the Recording Secretary and shall, after approval by the Chair, be circulated to all members of the Branch Committee and to Branch teachers and class managers. Section 7. Representation in the Society. The Branch Committee shall appoint delegates to attend the Society s General Meetings. Preference shall be given to current officers, members of the Branch Committee, and members of the Branch. If it is not possible for a Branch member to attend the Society s General Meeting, the Branch Committee may appoint a member of another Branch to represent the San Francisco Branch. Section 8. Fees and Compensation. Branch Committee members shall receive no compensation for their services as committee members, but may receive such reimbursements for direct Branch expenses as may be fixed by resolution of the Branch Committee. Section 9. Terms of Office. Branch Committee memberships shall be for terms of two years each, from July 1 of one year through June 30, two years hence. Four memberships shall end in even-numbered years and the other five shall end in odd-numbered years. Appointed replacement Committee members shall serve until the next regular Branch election. ARTICLE VII. Officers. Section 1. Officers. The officers of the Branch shall be Chair, Vice-Chair, Corresponding Secretary, Recording Secretary, and Treasurer. Section 2. Terms of Office. The officers shall serve from July 1 of each year to June 30 of the following year or until their successors are elected and qualified. Section 3. Chair. The Chair shall be the chief executive officer of the Branch, shall preside at Branch meetings and at meetings of the Branch Committee, and shall be an ex-officio member of all committees except those dealing with nominations, elections, and audits. In event of tie vote; except as described in Article V, Section 4 (Elections, Balloting); the Chair may cast a vote to break the tie. Section 4. Vice-Chair. The Vice-Chair shall assume the duties of the Chair in the absence of the Chair, and shall be available to give assistance to the Chair as may be required.
Section 5. Corresponding Secretary. The Corresponding Secretary shall be responsible for all correspondence, except for meeting minutes and notice of Branch Committee meetings. The Corresponding Secretary shall send out such notices of other meetings as may be required. The Corresponding Secretary shall notify the Branch Committee of all official communications from the Society. The Corresponding Secretary shall submit annually to the Secretary of the Society a report of the Branch activities during the preceding year. The Corresponding Secretary shall keep an accurate register of the life and annual members of the Branch, and shall perform such other duties as may be required by the Branch Committee or the Branch Chair. A Branch Registrar may be appointed to assist the Corresponding Secretary in maintaining a register of members. Section 6. Recording Secretary. The Recording Secretary shall keep minutes of all General Meetings of Members and Branch Committee Meetings and shall send out minutes of such meetings and such notices of future Branch Committee meetings, including compiling the agenda, as may be required. The Recording Secretary shall perform such other duties as may be required by the Branch Committee or the Branch Chair. Section 7. Treasurer. The Treasurer shall receive, bank, and account for all monies of the Branch; shall keep accounts available for inspection by the Finance Committee of the Society or its representative; and shall present them for audit when required by the Branch Committee. ARTICLE VIII. Classes. Section 1. Definitions. There shall be established by the Branch Committee four types of classes recognized by the Branch: a) Branch Classes b) Affiliated Classes c) Demonstration Teams d) Affiliated Demonstration Teams A qualified teacher is either a Society certificated Teacher having passed Teacher Examinations Parts 1 and 2, or their antecedent equivalent, or a teacher who has passed Teacher Examination Part 1, or its antecedent equivalent and teaches under the supervision of a Society certificated teacher. Section 2. Branch Classes. The Branch Committee shall establish standards for Branch classes, which standards shall include an agreement by the class to operate in accordance with the Rules of the Society, these bylaws, and all rules of the Branch; and to be taught by a qualified teacher assisted by one or more Class Managers. These classes include instruction in Scottish Country Dancing and related dance forms. Branch Classes must meet the above standards and shall file financial and other reports as required by the Branch Committee. The Branch Committee shall appoint or confirm the selection of the Class Managers and Teachers. Members of Branch Classes are expected to be members of the Branch. Branch Classes are an integral part of the Branch, and all assets of these classes are Branch property.
Section 3. Affiliated Classes. The Branch Committee may recognize as an Affiliated Class a class sponsored and controlled by a taxexempt non-profit organization (such as a YWCA, a recreation department, or a school), in which the class maintains no financial control, but which is taught by a qualified teacher, and operated in furtherance of the purposes and objectives for which the Society is founded. These classes include instruction in Scottish Country Dancing and related dance forms. Affiliated Classes shall operate in accordance with the Rules of the Branch. An Affiliated Class is not an integral part of the Branch. The class is not covered by Branch insurance and its assets are not assets of the Branch. Section 4. Demonstration Teams. The Branch Committee may establish or recognize Demonstration Teams of Scottish Country Dancing and related dance forms under such conditions as it deems necessary or appropriate. Participation may be subject to audition or invitation. Demonstration Teams shall meet all requirements for Branch Classes. Affiliated Demonstration Teams shall meet all requirements for Affiliated Classes. Section 5. Recognition. Application for recognition as a Branch or Affiliated Class shall be made to the Branch Committee in a form it may prescribe. The Branch Committee shall cause written notice of the application to be disseminated to Classes at least 20 days prior to the meeting at which action is to be taken on the application. Provisional approval may be given at the time of application until action is taken. The Branch Committee shall keep a list of Branch and Affiliated Classes. This list shall be reviewed annually. Changes to existing classes may be recognized in accordance with established procedures of the Branch. Section 6. Cessation of Operation. Upon cessation of operation of a Branch Class, including failure to abide by the requirements for a Branch Class, the Branch, in accordance with State law regarding nonprofit corporations, shall take charge of all property and funds of such Class, and, if practical, shall reserve such property and funds to re-establish a Branch Class, preferably in the same area. Section 7. Handling of Class Funds. Each Branch Class is expected to be self-supporting and to manage its own funds and must account for these funds to the Branch Committee for inclusion in the financial accounting of the Branch. A financial report may be composed of one or more classes. Individual class funds shall remain with the class except in the case of cessation of operation or voluntary donation of funds to the Branch. ARTICLE IX. Newsletter. Section 1. Newsletter. There shall be an official newsletter of the Branch, known as the Reel & Strathspeyper, which shall be published from time to time as the Branch Committee shall determine.
Section 2. Editor. The Branch Committee shall appoint an Editor who shall be a member of the Branch. The Editor shall cause a summary, supplied by the Recording Secretary, of the significant business and discussion of all Branch Committee meetings and of all General Meetings of Members to be published in the Newsletter. Section 3. Circulation. Each current member of the Branch shall be entitled to receive a subscription to the Reel & Strathspeyper as part of the registration fee of the Branch. The Branch Committee may authorize such additional circulation and establish such subscription charges as it deems appropriate. Section 4. Advertising. The Branch Committee may authorize such advertising as it deems consistent with the purposes of the Society and establish rates therefore. ARTICLE X. Committees. Section 1. Teachers Committee. The Branch Committee shall establish a standing committee of the members of the Branch who are Society certificated teachers or have passed Teacher Examination Part 1, or its antecedent equivalent. The Teachers Committee shall make recommendations to the Branch Committee for the programs for dance functions, the conduct of classes, and such other matters as the Teachers Committee shall from time to time deem necessary or appropriate. Voting members of the Teachers Committee include Society certificated teachers and also, at the discretion of the Teachers Committee, members who have passed the Teacher Examination Part 1, or its antecedent equivalent, but not yet Teacher Examination Part 2. Section 2. Class Managers Committee. The Branch Committee shall establish a standing committee of all Managers of Branch Classes. The Class Managers Committee shall make recommendations to the Branch Committee for the conduct of the classes, the charges for classes and such other matters as the Class Managers Committee shall from time to time deem necessary or appropriate. Section 3. Other Committees. The Branch Committee may establish such other committees as it deems appropriate and members serve at the pleasure of the Branch Committee. ARTICLE XI. Calendar. Section 1. Membership Year. The membership year of the Branch shall be the same as the membership year of the Society. Section 2. Fiscal Year. The fiscal year of the corporation shall commence on April 1 and end on the next succeeding March 31.
ARTICLE XII. Financial Considerations and Obligations. Section 1. Financial Review. The Branch Committee shall review the financial reports, including budget, income and expenses, and statement of financial position, prepared by the Treasurer on a regular basis, not less than annually. Annual financial statements shall be presented to the Branch Committee and be made available upon request. The Branch Committee may request an audit by a qualified accounting professional when deemed necessary. Section 2. Bank Accounts. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Branch shall be signed by any two of the officers or any one officer if the amount is less than the threshold established by the Branch Committee. Section 3. Contracts. All leases, contracts, and other obligations of the Branch shall be signed by the Chair or Vice-Chair, and, as the Branch Committee may direct, another officer or committee chair. The Branch Committee may delegate the authority to sign contracts for amounts less than the function, event, or committee threshold established by the Branch Committee. All other documents may be signed by the Chair. Section 4. Use of Branch Funds by Members. Funds of the Branch may be used to reimburse members for legitimate expenses incurred on behalf of the Branch. Funds may also be used to pay teachers, musicians, or others who provide service a small stipend, even if they are members of the Branch. Funds of the Branch, in accordance with State law regarding nonprofit corporations and the Branch s Articles of Incorporation, may not be used for the personal enrichment of any member of the Branch. ARTICLE XIII. Miscellaneous. Section 1. Seal. The Branch Committee may adopt a corporate seal in such form as it shall determine. Custody of such seal shall be entrusted to the Corresponding Secretary. Section 2. Rules. Unless prohibited by law, the Articles of Association, the Rules and Procedures of the Society, or these bylaws, the members at the Annual General Meeting may enact by majority vote such rules for the proper working of the Branch as may be appropriate. Section 3. Insurance. The Branch shall have liability insurance to cover potential liability resulting from the operation of Branch Classes and other functions.
ARTICLE XIV. Amendment. Section 1. Authority. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws adopted, amended, or repealed by the members at any Annual General Meeting or any Special General Meeting or by written consent. Section 2. Notice. Notice of the substance of proposed amendments to be made at a meeting shall be given in writing at least two weeks prior to the General Meeting of Members and amendments adopted at the meeting shall be limited to the substance contained in the notice. If amendment is made by written consent, the actual proposed amendment shall be given in writing along with the form for consent. Section 3. Vote of Consent. Any proposed change to be made at a meeting shall require the vote of a two-thirds majority of eligible voters present at the meeting, or by a majority of all eligible voters, if made by written consent. Section 4. Society Notification. In accordance with item 3b of the License Agreement between the Society and the Branch, notice of any amendment of these Bylaws shall be provided in writing to the Society prior to any such change being approved by the Branch.