TRIANGLE TANGO ORGANIZATIONAL BY-LAWS
1. MISSION STATEMENT
The Triangle Tango Organization, Inc. (originally known as Triangle Tangueros) is an organization founded to promote Argentine Tango as a social dance in the Triangle area of North Carolina. The organization’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 Procedure
To become a member, individuals must complete a membership form and provide their email address. If they later unsubscribe from emails, they will no longer be active members.
2.3 Rights of Members
2.3.1 Each member is entitled to vote in elections.
2.3.2 Each member shall have access to the following documents, on request:
• Minutes of Board meetings
• Policies
• The latest published annual financial report.
2.3.3 Members can petition the Board for the removal of any elected or appointed position.
2.3.4 Members have the right to attend the Board meetings.
2.4 Responsibilities of Members
All members are expected to cooperate fully on matters of policy adopted by a majority vote at any regular or special meeting of the Board.
2.5 Conflict of Interest/Members
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 organization.
2.6 Special meetings of the Membership
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. BOARD OF DIRECTORS
3.1 Board Meetings
The Board of Directors shall meet at least twice a year 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.
3.2 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.
3.3 Agenda
The President sets the agenda for Board meetings. Any Board member or general member may propose items for the agenda to the President.
3.4 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 organization Secretary prior to the meeting. A proxy is valid only for the meeting in question.
3.5 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.
3.6 Issues Requiring a Two-Thirds Vote
The following decisions require two-thirds (2/3) vote of the full board:
• Financial commitments over five hundred dollars ($500.00)
• Any changes in the By-Laws. Changes in the By-Laws are then presented to the membership for ratification.
• Major policy decisions, such as a change on the smoking policy at sponsored events.
3.7 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.
3.8 Rights of Board Members
Board members shall not be personally liable for the debts, liabilities, or other obligations of the organization. The organization to the fullest extent possible shall indemnify the officers under the laws of the State of North Carolina.
3.9 Responsibilities of Board members
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.
3.10 Conflict of Interest/Board Members
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 organization. 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.
3.11 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 general membership.
3.12 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 Special Meetings.
3.13 General Powers of the Board
The Board of Directors shall manage the business and affairs of Triangle Tango, except as otherwise provided by statute. Should the organization cease to be a functioning entity, dissolution of the organization shall be initiated by a majority vote of the Board of Directors. All assets shall be liquidated and used to satisfy the organization’s 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.
4. VOTING AND ELECTIONS
4.1 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 electronically in December. Each Board member shall be individually elected to unique positions. Board members shall be elected by a plurality of voting members.
4.2 Eligibility for Election
To be nominated for a position on the Board, a person must be a member of the organization 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.
4.3 Vote Counting
All votes cast in an election shall be counted by the Nominating Committee.
4.4 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.
4.5 Election Procedure
Elections for the Board will be based on the following structure:
4.5.1 There shall be six specific elected Board Positions:
• President
• Secretary
• Treasurer
• Events Committee Chair
• Marketing Committee Chair
• Electronic Communications Officer
4.5.2 Any Board member can appoint ad hoc volunteers/helpers who are non-voting.
4.5.3 Every Board member must be uniquely named in the voting.
4.5.4 No member may be a member of the Board for more than five (5) consecutive years.
5. BOARD OFFICERS
5.1 President
The President is the Chief Executive Officer of the organization. The President shall supervise, direct and administer all functions and activities, and shall represent the organization 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 organization all legal, Board-approved contracts. The President may delegate this authority in writing to another Board member or general member for specific contracts. The President shall perform all duties pertaining to his or her office that may be imposed upon him or her by the Board.
5.2 Secretary
The Secretary shall keep a record of all proceedings of the organization 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 organization, 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 of Board meetings. The Secretary shall see that all notices are given in accordance with these policies. The Secretary shall perform any other duties required of him or her by the Board of Directors.
5.3 Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct financial records of the organization’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 organization. The Treasurer shall approve invoices for payment and shall sign all checks. At each meeting of the Board, 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 organization finances at each Board meeting. The Treasurer shall establish and maintain the organization’s checking account and any other transaction mechanisms. The Treasurer shall develop a budget in coordination with the Board.
5.4 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.
5.5 Marketing Committee Chair
The Marketing Committee Chair arranges activities, materials, facilities and personnel appropriate to promote the organization and its events. The Marketing Committee Chair pursues opportunities for the organization to be represented through performances, announcements and marketing collateral organized and/or presented by other organizations at events. Representing the organization shall be an equal opportunity for all the members of the organization and each opportunity shall be announced in advance by the Marketing Committee Chair via the organization’s announcement mailing list and at the events hosted by the organization.
5.6 Electronic Communications Officer (ECO)
The ECO manages the website and social media presence of the organization. The ECO 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.
6. COMMITTEES.
The committees will consist of standing committees and ad hoc committees.
6.1 The Standing Committees
The Standing Committees are the Events Committee and the Marketing Committee
6.2 The Ad Hoc Committees
The Ad Hoc Committees include the Nominating Committee, Elections Committee, and By-Laws Committee. The Board President appoints ad hoc committees as the needs of the organization require.
6.3 Committee Members
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.
6.4 Events 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 Events Committee shall maintain a list of approved DJs and tango teachers and solicit DJs, teachers, and hostesses for monthly Triangle Tango events. 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, as requested. 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.
6.5 Marketing Committee
The purpose of the Marketing Committee is to arrange activities, products, and collateral materials appropriate to promote the organization and its events to organization members and the Triangle community. The Marketing Committee shall collect and maintain all records related to the planning and execution of marketing products and shall provide timely and accurate information related to such activities to the other members of the Board, as requested.
7. RECORDS
7.1 The Board shall collect and maintain records to include but not be limited to the following:
• 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
7.2 Storage of Records
All 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 President.
7.3 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.
7.4 Inspection of Records
Any member may have access to inspect the organization records upon written request and within a reasonable period of time (no longer than 30 days) as specified by the Board.
8. FISCAL YEAR
The fiscal year of the organization shall begin the first day of January and end the last day of December of each year.
9. AMENDMENT OF POLICIES AND BY-LAWS
Amendments to the Policies may be presented to the Board by any member of the organization. Policies are amended first by a 2/3 majority vote of the Board, then ratified by a simple majority vote of the general membership.
Revisions and amendments to the By-Laws are developed by the Board, and then ratified by a simple majority vote of the general membership.
Approved by the Board on September 23rd, 2015 .
Ratified by the membership on October 24th, 2015.