By-Laws of the
Country Dance Society
Boston Centre

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 New England. 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 objectives.

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. 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, 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 office.

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 and Past President for one year. An individual may not serve consecutive terms as President. The Treasurer and Vice-President are elected in even-numbered years, and the secretary in odd-numbered years. No officer may be elected to more than two consecutive full terms in the same office. Five directors shall be elected each year. No director may be elected to more than two 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 two consecutive full terms.

4.5 Duties of officers.

a. 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 Committee.

b. 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 of President.

c. 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.

d. 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, maintains 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.

e. 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 task force.

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

5.1

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. 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 Committee.

6.2

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 Board.

6.3

The Executive Committee shall meet at least once during each calendar month that the full Board does not meet, and otherwise as necessary for the efficient operation of the organization. The Executive Committee may conduct meetings by conference call. 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

7.1

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 Meeting.

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 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 events.

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.

8.2

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.

8.3

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 members.

8.4

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.

8.5

The Clerk shall cause the ballot and a return envelope to be sent to each member first class mail at least twenty-one days before the date of the annual meeting. Members may return the ballots by mail before the annual meeting or may bring them to the meeting.

8.6

The ballots shall be collected at the start of the annual meeting, and the results tallied by three 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

9.1

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

10.1

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.

10.2

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.

10.3

The fiscal year ends on July 31, or on such other date as the Board may approve.

Article XI.     AMENDING THE BYLAWS

11.1

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 Board.

11.2

The proposed amendment and a ballot for voting on it shall be sent by first class mail to all voting members, with a return date which is at least thirty days after the mailing. The mailing shall include any explanation submitted by the sponsors of the amendment and the recommendations of the Board.

11.3

The amendment is adopted if approved by at least two-thirds of the members voting.

Article XII.     EFFECTIVE DATE

12.1

The effective date of these bylaws is January 1, 1999. Amended through January 1, 1999