BYLAWS OF BAKERSFIELD SMOOTH DANCERS, INC. A Nonprofit Mutual Benefit Corporation ARTICLE I. NAME AND PRINCIPAL OFFICE NAME: The name of this corporation is Bakersfield Smooth Dancers, Inc. 2. PRINCIPAL OFFICE: The principal office of the corporation shall be located at P.O. Box l555, Bakersfield, California 93302 3. OTHER OFFICES : The corporation may have such other offices, located within the County of Kern, State of California as the Board of Directors may determine or as the affairs of the corporation may require from time to time. ARTICLE II. OBJECTIVES AND AFFILIATION OBJECTIVES : The objectives of this organization are : To create and encourage greater interest in smooth dancing. To establish friendliness and good will among the smooth dancers. To entertain and provide a better social foundation for its members. AFFILIATION WITH PARENT ORGANIZATION: This corporation is a Chapter of the National Smooth Dancers, Inc., a California Corporation, headquartered in Los Angeles, California, and shall adhere to and abide by such Rules and regulations for chapters of the National Smooth Dancers. ARTICLE III. MEMBERS 1. ELIGIBILITY: Membership in this corporation is open to all legal residents of the United States of America. All members must be of good moral character and have attained the age of (2l) years. 2. CLASSES OF MEMBERSHIP: ACTIVE AND HONORARY Item l. Active membership. Active members shall be those who have made proper application, were properly sponsored, voted in and sustain membership by paying their dues and attending meetings and taking an active part in the work of the organization. A paid up life membership may be granted by membership approval to any person who has been in the organization for at least twenty years and who has contributed outstanding work to the organization for at least twenty years. Life members may be required to pay fees or assessments other than dues. Item 2. Honorary membership. Honorary membership may be conferred upon any person warranting public prestige. The nominated person should be voted on by secret ballot by members at a regular meeting. Honorary members may attend meetings and speak but shall not make motions or vote. Honorary Membership may be revoked by a majority vote of the members. Honorary members shall pay no dues. PROCEDURE FOR ELECTION TO ACTIVE MEMBERSHIP. Application must be made on standard, “Application for membership of the Bakersfield Smooth Dancers Inc.” The application must bear the signature of two sponsors who are active member in good standing and must be accompanied by payment of the current dues. New member application will be accepted and screened by the membership committee and recommended to the Board for approval. If the application is accepted for membership the applicant will be notified as soon as possible. If the application is not accepted the applicant will have his or her dues refunded in full. TERMINATION OF MEMBERSHIP: All rights of a member in this organization cease at death or other termination of membership. Item l. RESIGNATIONS: If any person, who has resigned or has been dropped from this organization wishes to rejoin, he shall be subject to all rules governing the reception of a new member. Item 2. SUSPENSIONS : Members may suspend a member for conduct that the members deem detrimental to the objects or interests of the corporation or in violation of its bylaws, code of ethics, rules and regulations; provided the member is given notice of the proceedings against him and an opportunity to be heard in his or her own defense. Item 3. EXPULSIONS : Any member may be expelled from this organization for failure to comply with the Constitution or Chapter Bylaws or any conduct that is detrimental to the organization. All members of the Bakersfield Smooth Dancers, Inc. Chapter must be notified, by mail, of a pending vote of expulsion and two-thirds vote of the secret ballots cast, with a quorum voting, is mandatory for expulsion. Trial procedure shall be as outlined in Roberts Rules of Order. The Secretary of the Board of Directors shall be notified of the expulsion and, in turn, shall notify every Chapter of the same. Any member who has been expelled from a Chapter may not become a member of another Chapter in this organization unless he has received written permission from the Chapter from which he was expelled and this written permission is to become a part of the new application. ARTICLE IV. DUES ANNUAL DUES : The Board of Directors may determine the amount of annual dues payable to the corporation by members. PAYMENT OF DUES : Dues shall be payable in advance on the first day of January in each fiscal year. Dues of a new member shall be pro rated from the first day of the month in which the new member is elected to membership for the remaining of the fiscal year of the corporation. DEFAULT AND TERMINATION OF MEMBERSHIPFOR NONPAYMENT OF DUES : When any member shall be in default in the payment of dues for a period of sixty (60) days from the beginning of the fiscal year or period in which such dues become payable, the membership will be terminated. ARTICLE V. MEETING OF MEMBERS ANNUAL MEETING: An annual meeting of the membership shall be held In November of each year for the purpose of electing officers and directors to serve on the Board of Directors of the Corporation and for the transaction of such other business that may come before the meeting. If the election of officers and directors is not held in November for some unforeseeable reason, the Board of Directors shall hold the election as soon thereafter as convenient. PLACE OF MEETINGS : The Board of Directors may designate any place within Kern County, in the State of California as the place of meeting for any annual meeting or for any special meeting called. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the current meeting location. REGULAR MEETINGS: The regular chapter meeting shall be held at such time and place within the County of Kern, State of California, as decided upon by the officers and members. NOTICE OF MEETINGS : Written or printed notice stating the place, date and hour of the regular meeting of the members shall be delivered either personally or by mail to each member entitled to vote at such meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Notice of regular meetings shall require seven days notice effective upon personal delivery or mailing. Notice of special meetings shall require 72 hours notice effective upon personal delivery of mailing. WAIVER OF NOTICE AND INFORMAL ACTION BY MEMBERS : Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of the member, may be taken without a meeting if a consent in writing setting forth the actions taken, shall be signed by the members in the manner provided by law and filled with the records or made part of the minutes of the meeting. QUORUM : Ten percent of the membership at any meeting, including 3 duly elected officers, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice as provided by law. ARTICLE VI. BOARD OF DIRECTORS 1. GENERAL POWERS : The affairs of the corporation shall be managed by its Board of Directors. NUMBER, TENURE & QUALIFICATIONS : the number of directors shall be twelve until such time that these bylaws are amended to provide for a different number of directors. The directors shall be elected to the Board of Directors by virtue of their being elected as one of the following officers: president, vice-president, recording secretary, NSD Board Representative, treasurer, Social Chairman, Corresponding Secretary, Queen, Membership Chairman, and three (3) additional Board delegates. Any officer so elected shall automatically be appointed and serve on the Board of Directors without further election or notice. Each director so elected shall serve a one year term concurrent with the term of office designated for officers of the corporation. A director must be a member of good standing. REGULAR MEETINGS : A regular annual meeting of the Board of Directors shall be held without notice, immediately after and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place within Kern County, California for the holding of additional regular meetings of the Board. Notice of additional regular meetings shall require seven days notice effective upon personal delivery or mailing. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at their address as it appears on the records of the corporation, with postage thereon paid. SPECIAL MEETING : Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place, within Kern County, California, for holding any special meeting of the board called by them. Notice of any special meeting of the Board of Directors shall be given at least seventy-two (72) hours previous thereto by written notice delivered personally or sent by mail to each director at the address shown by the records of the corporation. If mailed such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any director may waive notice of any meeting in the manner provided by law. The attendance of a director at any meeting shall not constitute a waiver of notice of such meeting where a director attends a meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened. The business, which is to be transacted at the meeting, need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these bylaws. QUORUM : A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at a meeting, a majority of the directors present may adjourn the meeting without further notice. MANNER OF ACTING : the act of a majority of the directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors unless the act of a greater number is required by law or by these bylaws. VACANCIES : Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. COMPENSATION: Directors as such, shall not receive any stated salaries for their services, but by resolution by the Board of Directors a fixed sum for expenses of attendance. If any may be allowed for such attendance at such regular and special meeting of the Board; but nothing herein contained shall preclude any director from serving the corporation in any capacity and receiving compensation. ARTICLE VII. OFFICERS The officers of the corporation shall be a president, vice-president, recording secretary, treasurer, NSD Board Representative, social chairman, corresponding secretary, queen, membership chairman, three (3) additional Board Delegates and five (5) alternates. The NSD Board Representative and the president are automatically Board Delegates. The Board of Directors may elect or appoint such other officers as it shall deem desirable. TERM OF OFFICE : All officers shall serve for a period of one year. MEETINGS : The regular meeting of the officers shall be once a month, at a time and place as they may decide. ELIGIBILTY : Candidates for office must be members in good standing for at least six months prior to nomination, and must be present during election periods. Candidates may be either male or female. No professional dance teacher, or owner or operator of a dance hall, ballroom or dance studio shall hold any elective office. VACANCIES: A vacancy in any office, because of death, resignation, disqualification, or otherwise, may be filled for the unexpired portion of the term by The Board of Directors. ARTICLE VIII. NOMINATION AND ELECTION OF OFFICERS Nominations for officers shall begin in May. The election shall be held in November and officers installed in January at a general membership meeting. The president only shall be limited to two consecutive years. The appointment of five delegates may be deferred to a more convenient time as determined by the Board. A queen shall be nominated and elected with the officers referred to in section l to represent this organization as a chapter of the parent organization at all National Smooth Dancers’ events. The queen shall reign from her coronation until the coronation of the succeeding queen in the following year. Nominees for office shall have been members of this corporation in good standing for a period of at least six months at the time of nomination. The recording secretary shall notify membership of the candidates nominated. Nominations shall be permitted on the day of the election. The election shall be by secret ballot. When there is but one nominee for office, the ballot may be dispensed with and the vote taken by voice vote. ARTICLE IX. DUTIES OF ELECTED OFFICERS PRESIDENT : The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members and the Board of Directors. The president may sign legal documents, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, except in cases where the signing and execution thereof, shall be expressly delegated by the Board of Directors or by statute to some other officer or agent of the corporation. VICE-PRESIDENT : In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president shall perform such other duties as may be assigned by the president or by the Board of Directors. SOCIAL CHAIRMAN: The social chairman, shall have the responsibility of notifying members of all social events. The social chairman, shall generally be in charge of organizing social events and may in that connection, select committees composed of members. The social chairman shall also be responsible for preparing a calendar of not less than three (3) months of social activities, which shall be mailed to the members. The social chairman shall perform such other duties incidental to the office of social chairman as deemed required by the president or by the Board of Directors. CORRESPONDING SECRETARY : The corresponding secretary shall be responsible for providing notice of all meetings to the Board of Directors and members, where applicable, and shall keep a record of names, addresses and telephone numbers of all members. The corresponding secretary shall also attend all meetings of the directors and meeting of the members. The corresponding secretary shall perform such other duties incidental to the office of corresponding secretary as deemed required by the president or by the Board of Directors. The corresponding secretary shall prepare an annual roster of members. RECORDING SECRETARY : The recording secretary, shall record and keep minutes of directors’ meetings and membership meetings and make the same available to the membership upon reasonable notice and at subsequent meetings. The recording secretary shall recite the minutes of the previously held board or membership meeting. The recording secretary shall also maintain the corporate seal of the corporation and affix said seal to all documents as deemed necessary by the president or the Board of Directors. The recording secretary shall perform such other duties incidental to the office of recording secretary as deemed required by the president oar by the Board of Directors. TREASURER : The treasurer shall have the charge and custody of, and be responsible for all funds and receive and give receipts for monies due and payable to the corporation, deposit all monies in the name of the corporation at such bank or banks selected by the Board of Directors, and in general, perform the duties incidental to the office of treasurer. BOARD REPRESENTATIVE TO THE NATIONAL SMOOTH DANCERS, INC.: The Board Representative shall represent Bakersfield Smooth Dancers, Inc. as a Board Member at any Board Meeting of the National Smooth Dancers, Inc. and report to the membership any and all action taken by the Board. BOARD DELEGATES TO THE NATIONAL SMOOTH DANCERS : It is the responsibility of five (5) delegates or their alternates to represent Bakersfield Smooth Dancers, Inc. as instructed on all agenda items and to participate in selecting the Hosting Chapter for the Annual Convention. The Delegates may recommend or suggest, but shall have no authority to overrule any decisions of the majority of members of Bakersfield Smooth Dancers, Inc. The Delegates may accept minor changes and edit proposals provided the intent or character of the subject matter is not altered. The President and Board Representative are automatically Board Delegates. 9. QUEEN: The duties of the queen shall be to act as a goodwill representative of the Bakersfield Smooth Dancers, Inc. at all functions and social events and help promote goodwill between the Corporation and the community at large and in general perform the duties incidental to the office of queen. The queen is nominated in November, elected at the same time as the officers of the club and takes office at the time of her coronation. The coronation of the Queen will take place at such time as designated by the Board of Directors. The Queen shall be deemed an ex officio officer of the Corporation. 10. MEMBERSHIP CHAIRMAN: The membership chairman shall discuss the objectives of the Bakersfield Smooth Dancers with all new applicants and obtain sponsors for these applicants. The membership chairman shall submit completed applications for membership to the Board of Directors for approval. The membership chairman shall maintain a file of all applications for membership in the Bakersfield Smooth Dancers and maintain a current roster of all active members, life members and honorary members. ARTICLE X. USE OF CORPORATIONS FACILITIES No person except a member of the corporation, a family member of such member, a guest of such member, when in the accompany of the member, shall use the facilities owned or controlled by the corporation. ARTICLE XI. CERTIFICATES OF MEMBERSHIP The Board of Directors may provide for the issuance of certificates evidencing membership although the same shall not be required under these bylaws. In the event such certificates are issued, the same shall be signed by the president and secretary of the corporation. All certificates shall be consecutively numbered and the name and address of each member and date of issuance of the certificate shall be entered in the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued on such terms and conditions as the Board of Directors may determine. ARTICLE XII. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its’ members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office, a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or such member’s agent or attorney, for any purpose at any reasonable time. ARTICLE XII. CORPORATE SEAL The Board of Directors shall provide a corporate seal as determined by the board and as described in Article II, section 2 of the NSD Constitution. ARTICLE XIV. WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the California Non-Profit Mutual Benefit Corporation Law or under provisions of the articles of the corporation, or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the times dated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV. AMENDMENTS TO BYLAWS The bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted by a two-thirds (2/3) vote of those present at a regular or special meeting, provided a quorum is present, and that all members have been advised in writing of the proposed bylaw amendments prior to said meeting as was required by these bylaws. ARTICLE XVI. NON-PROFIT STATUS No part of the net earnings of the Corporation, if any, shall inure to the benefit of any private shareholder, individual or member. Property owned by the corporation, either real or personal, will not be used or operated by the corporation or any other person so as to benefit any officer, trustee, director, shareholder, member, employee, contributor or bondholder of the corporation or any other person through the distribution of profits or the payment of excessive charges or excessive compensation. ARTICLE XVII. DISSOLUTION OF CORPORATION In the event of the dissolution of this corporation (after complying with the requirements of the parent organization), the corporation’s properties and funds shall be liquidated by authority of the Board of Directors. All assets of the corporation remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law shall be distributed to the parent organization, provided that it qualifies as an Internal Revenue Code Section 50l(c) (3) or Section 501(c) (7) organization at the date of distribution. If the parent organization does not so qualify, then the assets of the corporation shall be distributed to such other organization or organizations as meet these qualifications and are selected by the members to receive the corporation’s assets.