www.triangletango.com

Organization Bylaws

The Bylaws (initially designated as policies) were adopted by our membership on January 12th, 2003. They have been amended several times via subsequent referendums, the latest being the name change in February 2006. If you have any questions or wish to make suggestions, please email: info@triangletango.org

1. Mission Statement

The Triangle Tango Organization Inc. (originally known as Triangle Tangueros) is a club founded to promote Argentine Tango as a social dance in the Research Triangle area of North Carolina. The club’s events are oriented toward a wide, non-professional audience seeking to dance Argentine tango in a friendly social environment.

2. Membership

2.1. Eligibility:
Membership is open to any individual, age 18 or older.
2.2. Membership Classes and Duration:
The club shall have annual memberships only. Members shall be those persons who have paid their annual dues in advance for a period of one year. The membership year runs from September 1st of one year to August 31st of the following year. New members joining part way through the membership year will receive free admittance to their first Milonga in lieu of a pro-rated subscription (or other rebate/discount as determined by the Board).
2.3. Membership Dues:
The Board shall consider the amount of dues once each year. A change in the amount of dues requires a two-thirds (2/3) vote of the Board. Dues shall not be changed more than once in a calendar year.
2.4. Transfer of Membership:
Memberships are not transferable.
2.5. Suspension or Termination of Membership:
The Board, by an affirmative vote of 2/3 of the Board members present, may suspend or expel any member for good cause after a right to a hearing before the Board to which the member is given at least one week’s written notice. Any member suspended or expelled from the club shall not be allowed to participate in any club-sponsored activities as a non-member guest. The duration of suspension shall be clearly stated in the written notice of suspension. Good cause includes, but is not limited to, the following: improper or disruptive conduct.
2.6. Resignation of Membership:
Any member may resign his or her membership by filing a written resignation with the Board. Such resignation shall not relieve the member of the obligation of paying unpaid fees or other charges. Membership fees that have been paid are not refundable.
2.7. Forfeiture of Rights upon Nonpayment:
Rights expire with termination or expiration of membership.
2.8. Rights:
Each member is entitled to vote in club elections and meetings of the general membership. Each member is entitled to published discounts at events. Each member shall have access to the following documents of the club: minutes of general meetings, policies, the latest published annual financial report, and the published membership directory. Members have the right to be included in or excluded from the membership directory. Members can petition the Board for the removal of any elected or appointed position. Members have a right to attend the Board meetings.
2.9. Responsibilities:
All club members are expected to cooperate fully on matters of policy adopted by a majority vote at any regular or special meeting of the membership.
2.10. Conflict of Interest:
Any member, while in the act of representing Triangle Tango, who receives financial compensation from an individual or organization outside of Triangle Tango is required to donate the net sum of such compensation to the club.

3. Membership Meetings

3.1. Annual Meeting and Election:
A meeting of the general membership shall be held annually, during the second week of December, or at another time as designated by the Board. This meeting shall be known as the Annual Meeting, which will be held for the purpose of delivering reports from the Board and holding elections of the Board for the coming year.
3.2. Special Meetings:
Other meetings of the membership shall be held at such times as may be ordered by resolution of the Board or by written petition of 25% of the members. Such petition shall be presented to any elected officer. The Board shall then call a special meeting within 30 days from receipt of the petition.
3.3. Open Meetings:
All meetings of the general membership shall be open to all members.
3.4. Notice Of Meetings:
Notice of time, place and agenda of all meetings shall be posted to the club web site and delivered by email and/or mail to the entire membership and announced at club-sponsored events, if possible) ten or more calendar days prior to the date of the meeting.
3.5. Quorum:
In all membership meetings, 10% of the eligible membership shall constitute a quorum.
3.6. Running of Meetings:
All meetings of the membership shall be presided over by the club President. In the event that the President will be unable or chooses not to preside over a meeting, then the meeting shall be presided over by another Board member as designated by the President. In the event that the President is unable or chooses not to designate someone to preside over a meeting, then the meeting shall be presided over by another Board or club member as designated by the Board.
3.7. Minutes of Meetings:
The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, the notice given, the names of those present, and at members’ meetings the number of members present or represented. Minutes of membership meetings shall be made available to the general membership via the website or email and by request of the membership within 10 days after the meeting. A hard copy of the minutes of any meetings shall be made available to any member upon payment of one dollar ($1.00) plus the cost of the copies.

4. Board Meetings

4.1. Board Meetings:
The Board of Directors shall meet at least once a quarter and more frequently as deemed necessary by a simple majority of board members. In addition, the Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a simple majority of board members. Any director missing two regular meetings of the Board of Directors within a six-month period without having given prior notice to the President shall forfeit his or her seat on the Board of Directors.
4.2. Quorum:
For meetings of the board, more than 50% of the members of the Board shall be present to constitute a quorum. Except as otherwise provided in the policies, the act of the majority of the directors then present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.3. Agenda:
The President sets the agenda for Board meetings. Any Board member or club member may propose items for the agenda to the President.
4.4. Notice of Board Meetings:
Notice of time, place and proposed agenda of all board meetings shall be posted on the club web site, delivered to the membership email list (and announced at club-sponsored events, if possible) ten or more calendar days prior to the date of the meeting. Changes to the time, place and proposed agenda of all previously announced board meetings shall be posted on the club web site, delivered to the membership email list (and announced at club-sponsored events, if possible) four or more calendar days prior to the date of the meeting.
4.5. Voting:
Decisions of the Board must be passed by at least a simple majority of the Board members present and voting. Members may vote either in person or by a written proxy executed by the member and mailed (via USPS or email) to the club Secretary prior to the meeting. A proxy is valid only for the meeting in question.
4.6. Voting Outside of Meetings:
A Board member can make a proposal for the Board’s consideration by phone or email. Board members without convenient access to email must be notified by other means. Every officer shall be given at least 24 hours to vote on the proposal after being informed of it. Any Board member may unilaterally table the proposal until the next meeting. When notice is made by emails, failure of any Board member to reply will be considered a motion to table the item. All valid Board votes taken outside of a Board meeting will have the same weight and import of votes taken during meetings. A record will be kept of the votes made outside of Board meetings and the vote will be recorded at the next Board meeting.
4.7. Issues Requiring a Two-Thirds Vote:
The following decisions require a two-thirds (2/3) vote of the full board:

* Financial commitments over five hundred dollars ($500.00);
* Any changes in the bylaws; Changes in the bylaws are then presented to the membership for approval;
* Major policy decisions, such as a change on the smoking policy at sponsored events;
* Changes in membership dues.

4.8. Informal Action:
Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by 2/3 majority of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

5. Voting and Elections

5.1. Eligibility for Voting:
All club members in good standing shall be eligible to vote on any issue in a meeting of the general membership.
5.2. Voting and Passage of Issues:
The Board of Directors shall rule on the outcome of votes. All Issues voted on in a meeting of the general membership shall be decided by a simple majority of the members present and voting except as otherwise provided herein. All club members are expected to cooperate fully on matters of policy adopted by a majority vote at any regular or special meeting of the membership.
5.3. Absentee Ballots:
In an election, members shall be eligible to vote by absentee ballot. The ballot may be cast either through USPS or by proxy email balloting. The ballot shall be issued by the Membership Chair when it verified that the voter is a current member of Triangle Tango. Email voters will be responsible for returning their proxy ballots by the deadline time and date set by Triangle Tango.
5.4. Election of Board Members:
Members of the Board shall be elected by the general membership for one year in the manner described by these policies. Each officer so elected shall hold office until his or her successor has been elected and qualified. Election of the Board shall take place at the Annual Meeting. Each Board member shall be individually elected to unique positions. Board members shall be elected by a plurality of voting members.

5.4.1. Eligibility for Election:
To be nominated for a position on the Board, a person must be a member of the Club in good standing, at least 18 years old, and a resident of North Carolina. Any nominee who has a financial interest in the business of tango through teaching, school ownership or other conflict of interest, will not be accepted as a nominee.
5.4.2. Vote Counting:
All votes cast in an election shall be counted by Tellers selected by the nominating committee.
5.4.3. Board Vacancy:
Any vacancy occurring on the Board shall be filled by the affirmative vote of the majority of the remaining Board. The replacement Board member shall serve until the next annual election at which time a newly elected member will fill the position. If a current Board member fills the vacancy, then the newly resulting vacancy will also be filled per this section.

5.5. Election Procedure:
Elections for the Board will be based on the following structure:

* There shall be seven specific elected Board Positions: President, Secretary, Treasurer, Membership Committee Chair, Events Committee Chair, Marketing Committee Chair, and Publicity Committee Chair.
* Any Board Member can appoint ad hoc volunteers/helpers who are non-voting.
* Every Board Member must be uniquely named in the voting.
* No member may be a member of the Board for more than five (5) consecutive years.
* In addition to the seven elected Board positions, the Nominating Committee Chair shall be an elected position.

6. Standing Committees

The committees will consist of standing committees and ad hoc committees. The standing committees are the Membership Committee, Marketing Committee, Events Committee, Publicity Committee, Nominating Committee, and Policies Committee. The President appoints ad hoc committees, as the needs of the organization require. The committee chair selects the other members of the committee. Appointments to committees shall be for one year. Members may be reappointed to committees. The President shall serve as an ex officio member of all committees.

6.1. Membership Committee:
The Membership Committee is a standing committee. The purpose of the Membership Committee is to recruit, qualify and retain members, keeping and updating membership records; provide the members with membership and other special ID cards related with club activities; recruit sponsors for the club and club events; identify and pursue marketing opportunities.
6.2. Marketing Committee:
The Marketing Committee is a standing committee. The purpose of the Marketing Committee is to recruit sponsors for the club and club events and identify and pursue marketing opportunities.
6.3. Events Committee:
The Events Committee is a standing committee. The purpose of the Events Committee is to arrange and negotiate the facilities and personnel required to conduct events (one time or recurring events) as approved by the Board. The Board approves all contracts and agreements negotiated by the Events Committee that require an investment over $500 by Triangle Tango. The Events Committee shall collect and maintain all records related to the planning and execution of events and shall provide timely and accurate information related to such events to the other members of the Board. The Events Committee shall plan and coordinate auxiliary activities in coordination with other relevant committees and Board members to promote the success of each event.
6.4. Publicity Committee:
The Publicity Committee is a standing committee. The Publicity Committee arranges activities, products, and collateral materials appropriate to promote the Club and its events. The Publicity Committee shall collect and maintain all records related to the planning and execution of publicity products and events and shall provide timely and accurate information related to such activities to the other members of the Board.
6.5. Nominating Committee:
The Nominating Committee is a standing committee. The purpose of the Nominating Committee is to select club members for nomination for office. The Committee selects nominees, insures their eligibility for nomination, obtains confirmation that the potential nominee wishes to run for office and presents the slate of nominees to the Board for approval and selects at least 2 tellers from the membership. Tellers shall be appointed prior to the election. Tellers may not be members of the current Board, may not be nominated in a contested election and may not be an immediate family member of a nominee. The nominating committee shall begin soliciting and accepting nominations for the Board 60 days before the Annual Meeting and shall cease accepting nominations 30 days before the Annual Meeting. The nominating committee shall present the slate of the nominees to the whole membership at least three weeks prior to the election. Candidates may be nominated for more than one position but may only be elected to one position. Candidates shall be asked to provide a resume, a photo, disclosure statement of any conflict of interest, and a statement of objectives as a director to serve on the Board. This information shall be provided to the whole membership along with the slate of the nominees through the club’s website and through the hard copies of the mentioned documents presented at the club activities and mailed to each and every member of the club. The Nominating Committee Chair arranges activities, materials, facilities and personnel appropriate to identify and recruit Board members for the following election. The Nominating Committee Chair shall collect and maintain all records relating to disclosure of eligibility for nomination and shall provide timely and accurate information related to such activities to the Board. The Nominating Committee Chair will present a list of nominees to the Board at least 3 weeks prior to the date of the election. The Nominating Committee Chair shall be elected by the membership during the Annual Meeting and shall not serve as a voting Board Member.
6.6. Bylaws Committee:
The Bylaws Committee is a standing committee. The Purpose of the Bylaws Committee is to review the bylaws and draft amendments to the bylaws of the club as necessary. The President appoints the Committee Chair. The committee chair selects the other members of the committee, subject to approval by the Board of Directors.

7. Board

7.1. President:
The President is the Chief Executive Officer of the club. The President shall supervise, direct and administer all club functions and activities, and shall represent the club to the public. The President, when present, shall preside at all meetings. The President shall have the sole authority to sign and execute in the name of the club all legal, Board-approved contracts. The President may delegate this authority in writing to another Board member or club member for specific contracts. The President shall annually prepare a full statement of the affairs of the club that shall be submitted at the annual meeting of the members. The President shall perform all duties pertaining to his or her office that may be imposed upon him or her by the Board.
7.2. Secretary:
The Secretary shall keep a record of all proceedings of the club and shall act as Secretary to the Board. The Secretary shall maintain complete and accurate records of all contracts and agreements entered into by the Club, and shall deliver copies of contracts to the Treasurer. The Secretary shall attend to all outgoing and incoming correspondence as required by the Board, and shall maintain files of all correspondence. All funds received shall be delivered in a timely fashion to the Treasurer. The Secretary shall take minutes and publish minutes from all meetings. The Secretary shall see that all notices are given in accordance with these policies. At each meeting of the Board and at each annual meeting of the membership he or she shall make a report of the activities of his or her office. The Secretary shall perform any other duties required of him or her by the Board of Directors.
7.3. Treasurer:
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct financial records of the Club’s properties and transactions. The financial records shall be open to inspection by any Board member at all reasonable times. The Treasurer shall oversee all collection and disbursement of funds of the Club. The Treasurer shall approve invoices for payment and shall sign all checks. At each meeting of the Board and at each annual meeting of the membership the Treasurer shall make a report of the activities of his or her office. The Treasurer shall submit to the Board a summary of the Club finances at each Board meeting. The Treasurer shall establish and maintain the club’s checking account and any other transaction mechanisms. The Treasurer shall develop a budget in coordination with the Board.
7.4. Membership Committee Chair:
The Membership Committee Chair arranges activities, materials, and products to recruit and retain members. The Membership Committee Chair shall collect membership dues, record payment of dues, and make dues records available to other individuals as needed. The Membership Committee Chair shall maintain a complete and accurate list of membership of the Club and shall maintain and publish a membership directory. The Membership Committee Chair is responsible for preparing an estimated/projected budget in conjunction with the committee members and submitting it to the board.
7.5. Marketing Committee Chair:
The Marketing Committee Chair arranges activities, materials, facilities and personnel appropriate to identify and pursue marketing opportunities for the Club and its events. The Marketing Committee Chair pursues possible sponsors for the events planned by the Events Committee. The Marketing Committee Chair pursues opportunities for the club to be represented through performances, announcements and marketing collateral organized and/or presented by other organizations at events. Representing the club shall be an equal opportunity for all the members for the club and each opportunity shall be announced in advance by the Marketing Committee Chair via the club’s announcement mailing list and at the events hosted by the club. The Marketing Committee Chair is responsible for preparing an estimated/projected budget in conjunction with the committee members and submitting it to the board.
7.6. Events Committee Chair:
The Events Committee Chair arranges the activities, materials, facilities and personnel required to conduct events as directed and approved by the Board. The Events Committee Chair shall collect and maintain all records related to the planning and execution of recurring or one-time events and shall provide timely and accurate information related to such events to the Board. The Events Committee Chair shall plan and coordinate auxiliary activities to promote the success of each event. The Events Committee Chair is responsible for preparing an estimated/projected budget in conjunction with the committee members and submitting it to the board.
7.7. Publicity Committee Chair:
The Publicity Committee Chair arranges activities, materials, facilities and personnel appropriate to promote the Club and its events. The Publicity Committee Chair shall collect and maintain all records related to the planning and execution of publicity products and events and shall provide timely and accurate information related to such activities to the Board. The Publicity Committee Chair is responsible for preparing an estimated/projected budget in conjunction with the committee members and submitting it to the board.
7.8. Rights:
Board members shall not be personally liable for the debts, liabilities, or other obligations of the Club. The Club to the fullest extent possible shall indemnify the officers under the laws of the State of North Carolina.
7.9. Responsibilities:
Except as otherwise provided in the policies, the act of the majority of the Board members then present at a meeting at which a quorum is present shall be the act of the Board. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
7.10. Conflict of Interest:
Any Board member, while in the act of representing Triangle Tango, who receives financial compensation from an individual or organization outside of Triangle Tango is required to donate the net sum of such compensation to the club. Whenever a conflict of interest arises due to the nature of an issue before the Board, the affected Board member or members will abstain from voting on that issue.
7.11. Termination of Board Membership by the Board:
The Board can suspend or expel any board member with good cause if the Board determines that the Board Member is unwilling or unable to discharge the duties of office in a satisfactory manner for reasons including, but not limited to the following: improper or unsatisfactory performance of duty, malfeasance in office and/or deliberate and willful violation of these policies. Termination of Board membership has no effect on club membership.
7.12. Termination of Board Membership by the General Membership:
The General Membership can remove a board member for any reason by calling a special election. Guidelines for special meetings are described in section 3.2 Special Meetings.
7.13. General Powers:
The Board of Directors shall manage the business and affairs of Triangle Tango, except as otherwise provided by statute. Should the Club cease to be a functioning entity, dissolution of the Club shall be initiated by a majority vote of the Board of Directors. All assets shall be liquidated and used to satisfy Club 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 policies.

8. Records

The Board shall collect and maintain records to include but not limited to the following:

* Membership Directory
* Attendance Records
* Minutes of Meetings
* Financial Records
* Contracts and contact information for instructors
* Contact information for event organizers
* Events Calendar for previous and upcoming events
* Contact information for venues
* Disclosures of eligibility

8.1. Membership Records:
The club will maintain an up-to-date listing of the name, location address, email address and telephone numbers of each member.
8.2. Storage of Records:
All club records shall be maintained by the directors of each board committee, with the exception of the Treasurer’s records which will be maintained for the current and for the immediate previous year. A copy of these records shall be provided to the club president.
8.3. Transfer of Records:
The Board and Committee Chairs shall present these records to each successor no later than the start of the successor’s term. Successors shall have access to these records prior to the start of their term.
8.4. Inspection of Club Records:
Any member may have access to inspect the club records upon written request and within a reasonable period of time (no longer than 30 days) as specified by the Board.
8.5. Fiscal Year:
The fiscal year of the Club shall begin the first day of January and end the last day of December of each year.

9. Amendment of the policies

Amendments to the policies may be presented to the Board by any member of the club. policies are amended first by a 2/3 majority vote of the Board then a simple majority vote of the general membership.