By-Laws of the
Country Dance Society
- Article I. GENERAL
- 1.1 Name.
The name of the corporation is the Country Dance Society-Boston Centre,
Inc., hereafter referred to in these by-laws as CDS-BC. CDS-BC is a
non-profit educational and cultural organization incorporated under
Chapter 180 of the Massachusetts General Laws.
- 1.2 Affiliations.
CDS-BC is affiliated with The Country Dance and Song Society, Inc., an
international association of groups and individuals dedicated to the
preservation, encouragement, and enjoyment of English and American
traditional and historic dance, music and song.
- 1.3 Offices.
The CDS-BC Board of Directors shall determine the location of the
principal post office address of CDS-BC. The corporation may also have
offices at such other place or places within or without the Commonwealth
of Massachusetts as the Board may from time to time determine or the
business of the corporation may require.
- Article II. PURPOSES
- 2.1 Objectives.
The purposes and objectives of CDS-BC shall be as set forth
in the Articles of Organization as they may be amended from time to time and
approved by the Secretary of State of the Commonwealth of Massachusetts.
- 2.2 Activities.
The activities of CDS-BC shall include, but are not limited to:
a. Promoting the knowledge of, and encouraging the practice of, primarily
in New England, the traditional and historic music and dances of England and
b. Encouraging the development and practice of contemporary music and
dances which flow from these two traditions.
c. Conducting classes, parties, workshops and residential English and New
England music and dance events.
d. Training teachers, musicians and leaders in these traditions.
e. Publicizing CDS-BC objectives and activities.
f. Working with The Country Dance and Song Society, Inc. and other groups
whose objectives are compatible with those of CDS-BC.
g. Seeking and administering gifts and grants to support CDS-BC work and
- Article III. MEMBERS
- 3.1 Eligibility.
Any person subscribing to the objectives of CDS-BC is
eligible for membership, and may become a member upon payment of dues.
Membership shall lapse on failure to pay dues after reasonable notice that
they are payable. The membership year shall begin on September 1 and
terminate on August 31 of the following year.
- 3.2 Classes of membership.
Classes of membership, dues, and the duration of
memberships shall be set by the Board. The Board may provide for non-voting
and honorary memberships.
- 3.3 Rights of members.
Only voting members may be nominated to serve on the
Board, the Nominating Committee, or as a representative of CDS-BC to other
organizations. Voting members are entitled to receive notice of and to vote
at the Annual Meeting of members, to vote in elections and on bylaw
amendments, and to attend Board meetings, and may, upon request to the
Treasurer, inspect the financial records.
- 3.4 Annual Meeting.
The annual meeting of members shall be held in March on
a date and at a place set by the Board, or in such other month as set by the Board within 14 months from the previous Annual Meeting. Notice of the meeting shall be sent
to all members with ballots and such other information as may be required.
- 3.5 Special Meetings.
Special meetings of the membership may be called by
the President or the Board. Members shall receive at least four weeks notice
of the time and place of the meeting and the agenda.
- 3.6 Quorum.
A quorum for a meeting of members is fifteen voting members.
Each member shall have one vote. Except as otherwise provided by law, the
Articles of Organization or these By-laws, at all meetings of members all
questions shall be determined by a vote of a majority of the members voting.
- 3.7 Action by members.
A membership meeting may consider any appropriate
topics and may adopt advisory motions, but may not take action on behalf of
CDS-BC unless the item on which it acts has been placed on an agenda and
distributed to the membership at least two weeks before the meeting.
- Article IV. OFFICERS AND DIRECTORS
- 4.1 Officers.
The elected officers shall be a President, a Vice-President,
a President-Elect or a Past President (as applicable), a Clerk and a Treasurer. The person
elected to each office shall be responsible for the duties of the office, but
may delegate the actual performance.
- 4.2 Directors.
There shall be ten elected directors.
- 4.3 Terms of offices.
The President, Vice-President, Treasurer, Clerk and
Directors shall each serve two-year terms. The President-Elect and Past
President shall serve for one-year terms. The term of an officer or director
shall begin at the end of the Annual Meeting at which he or she is elected to
- 4.4 Schedule of elections of officers and directors.
The President-Elect is
elected in the even-numbered years and, after completing the term of
President-Elect automatically becomes President for two years. An individual may not serve more than two consecutive terms as
President. The President automatically becomes Past President for one year following his or her tenure as President.
The Treasurer and Vice-President are elected in even-numbered
years, and the Clerk in odd-numbered years. No officer may be elected to
more than three consecutive full terms in the same office.
shall be elected each year. No director may be elected to more than three
consecutive full terms. CDS-BC representatives to other organizations shall
serve in accordance with the by-laws of those organizations. No
representative shall be eligible for appointment to more than three consecutive
- 4.5 Duties of officers.
The President calls and presides at meetings of the membership and of the
Board, and of the Executive Committee, and is the official representative of
CDS-BC in conducting its general affairs and promoting its objectives. The
President shall report annually to the membership on the state of CDS-BC.
The President serves ex officio on all committees except the Nominating
The President-Elect or the Past President performs special and on-going
duties assigned by the President of the Board. In the absence of the
Vice-President, the President-Elect or the Past President performs the duties
The Vice-President performs the duties of the President in the absence
of, or at the request of, the President. The Vice-President shall also serve
as chair of the Endowment and Grants Committee, and may be assigned other
special or on-going duties by the President or the Board.
The Clerk keeps minutes of all meetings of the membership and of the
Board, circulates notices of these meetings and other official notices, if
any, and ensures maintenance of the CDS-BC membership list and lists of members of the Board,
committees, and other appointed representatives. The Clerk files all
documentation required by state law, except for tax forms.
The Treasurer, as the custodian of the funds received by CDS-BC,
collects, receives and disburses such funds, and keeps a record of all
receipts and expenditures. The Treasurer shall prepare and submit periodic
financial statements to the Board or the Executive Committee and an annual
financial report at the Annual Meeting. The Treasurer is the custodian of
the CDS-BC financial records and shall be responsible for filing all state
and federal tax returns and related documents. The Treasurer shall serve ex
officio on the Finance Committee and shall also be a member, ex officio, of
the Endowment and Grants Committee.
- 4.6 Duties of directors.
Directors are expected to make every effort to
attend meetings of the Board regularly and to participate in CDS-BC
activities. Directors are expected to serve on at least one committee or
- 4.7 Vacancies.
Mid-term vacancies in any office or on the Board may be
filled by vote of the Board. An officer or director selected by the Board
shall hold office until the next Annual Meeting.
- Article V. BOARD of DIRECTORS
The Board consists of the five officers and ten directors.
- 5.2 Responsibilities.
As the governing body of CDS-BC the Board sets policy,
directs the organization's activities, and is responsible for management and
oversight of its finances, including approval of its budgets. The Board
engages the staff needed to carry out the CDS-BC objectives, approves rental
arrangements, appoints CDS-BC representatives to other organizations, and
provides for periodic independent review of its finances by a qualified
person. The Board may amend the terms of special funds by majority vote and
the terms of endowed funds, if permitted by the terms of the endowment, by a
two-thirds vote of the entire Board. The Board may act on its own initiative
or on the recommendation of an officer, committee or coordinator. The Board
is responsible for ensuring that CDS-BC operates according to its by-laws,
and may interpret those by-laws and, as the need arises, provide for
contingencies which they do not cover.
- 5.3 Meetings.
The Board shall meet at least four times a year. The
president may call additional meetings and shall call a special meeting at
the written request of at least four Board members. Meetings of the Board
are open to any CDS-BC member and to any other person invited by the
president or by two Board members.
- 5.4 Quorum.
The quorum for transacting business is seven or at
least half of the currently sitting board, whichever
is fewer. All decisions of the Board shall be made
at properly called Board meetings.
- 5.5 Notices of Meetings.
Board members shall be notified of regular and
special Board meetings in writing at least one week in advance of the
meeting. Such notice shall include an agenda listing the main items to be
discussed. Copies of reports, proposals, minutes or other documents to be
considered or approved by the Board shall, to the extent practicable, also be
distributed one week in advance of the meeting.
- 5.6 Absences and Vacancies.
Board members are expected to inform the
president if they will be absent from a meeting. A Board member who fails to
inform the president of his or her expected absence for three consecutive
meetings may be removed by vote of the majority of the entire board, after
the member has been given reasonable notice and an opportunity to address the
Board on the reasons for the continued absence and an opportunity to resign
voluntarily from the Board. A Board member may be removed for cause by vote
of the majority of the entire Board, after the member has been given
reasonable notice and an opportunity to address the Board on the stated
reasons for the proposed removal.
- Article VI. EXECUTIVE COMMITTEE
- 6.1. Composition.
The Executive Committee shall be composed of the officers
of CDS-BC and no more than two other directors as the President may from time
to time appoint. The President of CDS-BC shall be the Chair of the Executive
The Board may delegate specific powers, duties or tasks to the Executive
Committee. The Executive Committee is also empowered to act on behalf of the
Board in situations which, in the opinion of the Executive Committee, require
action before the next scheduled meeting of the Board. The Executive
Committee shall report its actions to the Board at its next regular meeting.
In managing the administrative and operational functions of CDS-BC, the
Executive Committee shall act in accordance with policies established by the
The Executive Committee shall meet as necessary for the
efficient operation of the organization. The Executive Committee may conduct
meetings and make decisions by conference call or other media. A majority of the Executive Committee shall
constitute a quorum; decisions by the Executive Committee shall also require
a majority of the Committee.
- Article VII. STANDING COMMITTEES
There shall be four standing committees of the Board: Endowment and
Grants, Finance, English Dance and New England Dance. Members of these
committees shall be members of CDS-BC and shall be approved by the Board.
Other tasks and special projects including, but not limited to, membership,
publicity, newsletter, special events and parties, weekends, and workshops
may, by vote of the Board, be delegated to coordinators or to ad hoc
committees. Committees may set their own meeting schedules and shall report
regularly on their actions to the Board and to the membership at the Annual
- 7.2. Endowment and Grants Committee.
The Endowment and Grants Committee
shall have no more than five members, including the Treasurer and
Vice-President. The chair of the committee shall be responsible for calling
meetings. The Endowment and Grants Committee shall be responsible for
reviewing all CDS-BC endowed and special purpose funds and shall recommend to
the Board, no less often than annually, projects or appropriations.
- 7.3 Finance Committee.
The Finance Committee shall consist of the
Treasurer, the president, and up to three other members, at least one of whom shall
be a director. The Finance Committee shall elect a chair, who shall be
responsible for calling meetings. The Committee shall be responsible for
presenting an annual budget to the Board, investment and fiscal management of
the CDS-BC endowed and special purpose funds according to their terms,
recommendation of fiscal policies, and such other duties as the Board may
delegate. The Committee shall oversee the placement of the CDS-BC funds in
suitable financial institutions or in prudent investments. It shall provide
information on the endowed and special funds it manages to the Board or to
the Endowment and Grants Committee, as requested.
- 7.4 English Dance Committee.
The English Dance Committee shall consist of
no more than nine members. It shall be responsible for the planning and
oversight of the English Dance activities, including regular and special
- 7.5 New England Dance Committee.
The New England Dance Committee shall
consist of no more than nine members. It shall be responsible for the
planning and oversight of the New England dance activities, including regular
and special events.
- Article VIII. ELECTIONS
- 8.1 Nominating Committee.
The Nominating Committee shall consist of five
members, three to be elected by the members of CDS-BC and two to be appointed
from among the members of the Board. It shall be responsible for identifying
and soliciting from within the membership of CDS-BC suitable candidates for
officers and directors, and for developing any procedures necessary to
protect the integrity of the elections.
The term of each elected member of the Nominating Committee shall be
three years, with one expiring each year. Terms of director members are two
years, with one expiring each year. No member of the Nominating Committee
shall serve more than two consecutive terms. The Nominating Committee shall
be chaired by its senior elected member.
The Board shall each year propose candidates for the Nominating
Committee to be elected by the membership. A person who is appointed to a
vacancy for an elected member shall serve until the next annual meeting of
The Nominating Committee shall annually present to the Board, for its
approval, a slate of candidates, each of whom has agreed, in writing, to be
nominated for a position which will become vacant as of the next annual
meeting. The slate shall include the name of any person who has been
suggested by fifteen or more members or whose name is on a nominating
petition signed by at least fifteen members. The Board may not remove from
the slate the name of any candidate who has been nominated by the membership
but may, in the event that there are multiple candidates for a position,
identify on the ballot the candidate who has been affirmatively approved by
the Board. After the Board has approved the slate, the Nominating Committee
shall cause a ballot to be prepared.
The Clerk shall cause the ballot to be sent to
each member at least twenty-one days before the date of the
annual meeting. Members may return the ballots before the annual
meeting or may bring them to the meeting.
The ballots shall be collected at the start of the annual meeting, and
the results tallied by two or more tellers appointed by the president. The
tellers shall deliver the ballots and report the results of the election to
the Clerk, who shall announce the results at the meeting. Positions shall be
filled by the candidate receiving the highest number of votes. If there is a
tie for any position, it shall be decided by secret ballot by those present
at the annual meeting. The Clerk shall inform candidates who are not at the
annual meeting of the results of the election and shall retain possession of
the ballots for one year following the annual meeting. Any challenge to the
results of the election must be made in writing within one week and shall be
decided by the full Board within one month of the challenge, at its regular
meeting or at a special meeting called to address the challenge.
- Article IX. PROCEDURES
Meetings of the membership, the Board and committees shall be conducted
in a spirit of cooperation and respect for others. Questions or disputes
about procedure shall be settled by reference to these by-laws or, if
necessary, to the most recent edition of Roberts' Rules of Order.
- Article X. FINANCES
The income and assets of CDS-BC shall be used solely to promote the
objective of the organization, and not for the profit of any officer or
director of the organization.
In the event of the dissolution or liquidation of CDS-BC, its funds and
other assets shall be used in a manner consistent with the objectives of the
organization, including, but not limited to transfer to a non-for-profit
organization with similar or compatible objectives, such as the Country Dance
and Song Society, Inc. or Pinewoods Camp, Inc.
The fiscal year ends on July 31, or on such other date as the Board may
- Article XI. AMENDING THE BYLAWS
Amendments to the bylaws may be proposed by the Board or by petition of
fifteen or more members. Any proposed amendment made by petition shall be
submitted to the membership within sixty days after it is received by the
The proposed amendment and a ballot for voting on it shall be sent to all voting members, with a return date which is at least
thirty days after the date the ballot is sent to the members. The ballot shall include any explanation
submitted by the sponsors of the amendment and the recommendations of the
The amendment is adopted if approved by at least two-thirds of the
- Article XII. EFFECTIVE DATE
The effective date of these bylaws is January 1, 1999.
Amended through May 20, 2015