Swing Dance Association of Victoria

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Society Act - Constitution

1. The name of the society is Swing Dance Assocation of Victoria.
2. The purposes of the society are:
   1. to promote swing dancing through lessons, classes, social events and dances in Victoria and the surrounding area;
   2. to provide opportunities in same to members of the public; and
   3. to provide similar or related services as recommended by the executive and the membership.

Bylaws

Here set out, in numbered clauses, the bylaws providing for the matters referred to in section 6(1) of the Society Act and any other bylaws.

Part 1 - Membership

1. A person may apply to the directors for membership in the Society and on acceptance by the directors and receipt of dues by the Treasurer is a member.
2. Membership dues are those as set out in Schedule 1 — Schedule of Fees.
3. Membership shall be valid for one year from the day the membership was purchased, unless:
   1. a person delivers their resignation in writing to the secretary of the society, or by mailing or delivering it to the address of the society;
   2. on their death, or, in case of a corporation, on dissolution;
   3. on being expelled;
   4. on having been a member not in good standing for 2 consecutive months.
4. Only members of the Society may register for regularly-scheduled classes run by the Society.
5. Non-members of the Society, except for students and seniors, must pay more than members for admission to all other Society-run events which they are eligible to attend.
6. Membership may be revoked by a majority (50% + 1) vote by the Directors.
7. The person who is the subject of the expulsion vote must be given an opportunity to be heard at the meeting where the expulsion vote will be taken before the vote is taken.
8. A person is considered a member not in good standing if they have not paid their dues within 30 days of applying for membership.
9. All members are in good standing except a member who has failed to pay his or her current membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
10. Every member must uphold the constitution and comply with these bylaws.

Part 2 - Meetings

12. General meetings shall be called by 3 Directors, one of which must be the President, or 10% or more of the members.
13. General meetings must be announced, publicized in writing, and delivered by mail two weeks in advance to the members at Society functions.
14. General meetings of the society must be held at the time and place, in accordance with the Society Act, the the directors decide.
15. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
16. The directors, when they think fit, may convene an extraordinary general meeting.
17. Notice of a general meeting must specify the time and location of the proposed meeting, and special business if any.
18. The accidental omission to give notice to, or the non-reciept of a notice by, any of the members entitled to receive notice does not invalidate proceedings at the meeting.
19. The first annual general meeting of the society must not be held more than 15 months after the date of incorporation, and after that an annual general meeting must be held at least once in every calendar year, and not more than 15 months after the holding of the preceding annual general meeting.
20. Special business is
    1. all business conducted at an extraordinary general meeting except the adoption of rules of order, and
    2. all business conducted at an annual general meeting, except the following:
       1. the adoption of rules of order
       2. the consideration of financial documents
       3. the report of the directors
       4. the report of the auditor, if any
       5. the election of directors,
       6. the appointment of the auditor, if required,
       7. the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
21. Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a time when a quorum is not present.
22. If at any time there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or the meeting is terminated.
23. A quorum is 3 members present or a greater number that the members may determine at a general meeting.
24. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
25. The president of the society, the vice-president, or, in the absence of both, one of the other directors present, must preside as chair of the meeting.
26. If at a general meeting
    1. there is no president, vice-president or other director present within 15 minutes of the time appointed for holding the meeting, or
    2. the president and all the other directors are unwilling to act as chair, the members present must choose one of their number to act as chair.
27. A resolution proposed at a meeting must be seconded, and the chair or a meeting may move or propose or second a resolution.
28. In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote they are entitled to as a member, and the proposed resolution does not pass.
29. Each member in good standing present at the general meeting is entitled to one vote.
30. Voting is by show of hands.
31. Proxy voting is not permitted at general meetings.

Part 3 - Directors and Offices

32. Directors may exercise all powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or statute or otherwise lawfully directed or required to to be exercised or done by the society in a general meeting, but subject, nevertheless, to
    1. all laws affecting the society
    2. these bylaws, and
    3. rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
33. A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid had that rule not been made.
34. The president, vice-president, secretary, treasurer, social media manager, event coordinator, and one or more other persons are the directors of the society.
35. The number of directors must be 5 or a greater number determined from time to time at a general meeting.
36. The directors must retire from office at each annual general meeting when their successors are elected.
37. Separate elections must be held for each office to be filled.
38. An election may be held by acclamation, else it must be held by ballot.
39. If a successor is not elected, the person previously elected or appointed continues to hold office.
40. If a director resigns their office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
41. An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
42. The member, by special resolution, may remove a director before the expiration of their term of office, and may elect a successor to complete the term of office.
43. A director may not be remunerated for their services as director, but as a director must be reimbursed for all expenses reasonably and necessarily incurred by the director while engaged in the affairs of the society.
44. The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings as they see fit.
45. The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
46. All meetings are chaired by the president, or, if the president is not present, by the vice-president, or, if neither the president or vice-president are present, by one of the other directors in attendance.
47. A resolution in writing, signed by all the directors and placed with the minutes of the directors, is valid and effective as if regularly passed at a meeting of directors.
48. The President
    1. coordinates operation of the Society and its Directors;
    2. prepares the agenda for all meetings;
    3. is the chair of all meetings;
    4. supervises all other Directors in the execution of their duties.
49. The Vice-President
1. maintains a list of qualified and available teachers and performers;
2. handles negotiations with teachers and performers;
3. makes recommendations for same to the Directors for approval;
4. is the chair of all meetings at which the president is not in attendance.
50. The Treasurer
    1. is responsible for collecting and dispensing funds of the Society;
    2. must obtain insurance to protect the Society and its interests;
    3. is responsible for registration and membership sales;
    4. must obtain a SOCAN license and ensure that it is current and up to date for all club events;
    5. render financial statements to the directors, members, and when required;
    6. keep financial records, including books of account, necessary to comply with the Society Act.
51. The Secretary
    1. conducts the correspondence of the society;
    2. issues notices of meetings to the society and directors;
    3. keeps minutes of all meetings of the society and its directors;
    4. has custody of all records and documents of the society, except those required to be kept by the treasurer;
    5. has custody of the common seal of the society;
    6. maintains the register of members, including an electronic list of members’ registered email addresses.
52. The Social Media Manager
    1. maintains a list of usernames, passwords, and any additional security questions and answers, for the society's websites, email accounts, and social media accounts;
    2. in accordance with any rules set out by the directors:
    1. creates, maintains, modifies, and deletes the society's websites, email accounts, and social media accounts;
    2. posts news, events, and other content, to the society's websites and social media accounts, and to other websites and social media entities;
    3. monitors, moderates, and responds to any activity on the society's websites and social media accounts; and,
    4. reports social media activity back to the society.
53. The Event Coordinator
1. maintains a calendar of local, pacific northwest, and western Canadian events that may be of interest to Victoria swing dancers; and,
2. reports potential event conflicts to the directors and to anyone organizing events on behalf of the society.
54. In the absence of the secretary from a meeting, the directors present must appoint another person to act as secretary for that meeting.

Part 4 - Seal

57. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
58. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or, if no persons are specified, in the presence of the president and secretary.

Part 5 - Borrowing

59. In order to carry out the purposes of the society the directors may, and on behalf and in the name of the society,raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
60. A debenture may not be issued without the authorization of a special resolution.
61. The members may, by special resolution, limit the borrowing powers of directors, but a restriction imposed expires at the next annual general meeting.

Part 6 - Auditor

62. This Part applies only if the society is required or resolved to have an auditor.
63. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
64. At each annual general meeting, the society must appoint an auditor to hold office until the auditor is reelected or a successor is elected at the next annual general meeting.
65. An auditor may be removed my ordinary resolution.
66. An auditor must be promptly informed in writing of the auditor's appointment or removal.
67. A director or employee of the society must not be its auditor.
68. The auditor may attend general meetings.

Part 7 - Notices to Members

69. A notice may be given to a member, either personally, by electronic mail to the member's registered electronic mail address, or by mail to the member at the member's registered address.
70. A notice sent by mail is deemed to have been given on the second day following the day following the day on which the notice is posted, and in proving the notice has been given, it is sufficient to prove that the notice was properly addressed and placed in a Canadian post office receptacle.
71. Notice of a general meeting must be given to
    1. every member shown on the register of members on the day notice is given, and
    2. the auditor, if one has been employed by the society.
72. No other person is entitled to receive a notice of a general meeting.

Part 8 - Bylaws

73. A copy of the Constitution and Bylaws will be available for electronic download on the society's website, or may be freely copied from a member of the executive.
74. These bylaws must not be altered or added to except by special resolution.

Part 9 - Conflict of Interest

75. If a director has a direct or indirect financial or personal interest in any contract or opportunity under consideration of the society, the director must immediately disclose that interest.
76. A director who discloses an interest may make a statement explaining the interest at the time of disclosure.
77. A director who discloses an interest must leave the meeting area for the duration of any discussion of the contract or opportunity he or she has an interest in, and does not count towards quorum.
78. Decisions about contracts or opportunities where there is an interested director must be voted on by secret ballot.
79. If a director fails to disclose an interest per section 75, the director may not be awarded the contract or opportunity without the unanimous consent of the board, including any other interested directors.

Part 10 - Committees

80. The directors may delegate any, but not all, of their powers to committees consisting of a director or directors as they think fit.
81. A committee so formed under section 80 in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
82. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
83. The members of a committee may meet and adjourn as they think proper.
84. Committees shall keep minutes of committee meetings and submit them to the Secretary.

Part 11 - Standing Committees

85. Standing committees include the nomination committee, the directive committee, the fundraising committee, and any regular event committees.
86. Standing committees must be composed of a minimum of three members, one of which must be a director.
87. Standing committees are vacated upon the resignation of directors at an annual general meeting, and must be filled upon the election of directors.
88. The Nomination Committee
    1. is a permanent committee which operates whenever an annual general meeting is called;
    2. announces the call for nominations for society directors;
    3. solicits, receives, and reviews, nominations for society directors; and,
    4. facilitates elections for directors at annual general meetings in accordance with society bylaws.
89. The Directive Committee
    1. is a permanent committee which operates year-round;
    2. is chaired by the President;
    3. consists of the President, Vice-President, Treasurer, and Secretary;
    4. is responsible for drafting and presenting an annual budget following an annual general meeting; and,
    5. is responsible for drafting and updating the society's strategic plan.
90. The Fundraising Committee
    1. is a permanent committee which operates year-round;
    2. maintains a list of government and private grants available to the society and corresponding application deadlines; and,
    3. applies for grants on behalf of the society in accordance with any rules set out by the directors; and,
    4. facilitates any other fundraising activities in accordance with any rules set out by the directors.
91. Regular Event Committees
    1. are permanent committees which operate year-round;
    2. are responsible for events operated by the society on regular intervals, including weekly, monthly, and annually;
    3. have powers and responsibilities approved by the directors, and which may be contracted out with the approval of the directors;
    4. may have a budget approved by the directors; and,
    5. are established by a charter approved by the directors which describes
       1. the name of the committee;
       2. the purpose of the committee;
       3. the roles, powers, and responsibilities of the committee;
       4. the composition of the committee, including the number of members;
       5. the frequency of the event;
       6. the nature of the event and the activities or components that typically constitute the event; and,
       7. if an annual event, a rough outline of the event's typical planning cycle and deadlines.

Part 12 - Assets

92. With the approval of the directors, society members may enter into a contract to rent society assets from the society.
93. Any contract for rental of society assets must include:
    1. The name, address, and contact number of the member being rented to;
    2. Start and end dates and times of rental;
    3. Provisions for the pick-up and retrieval of assets, if applicable;
    4. Provisions for delivery of payment for the rental; and,
    5. Provisions in the event of damage to the assets.
94. The fees for any rentals shall be determined by the directors.

Part 13 - Budget and Strategic Plan

95. The directors must pass an annual budget and strategic plan within 60 days of an annual general meeting.
96. If the directors do not pass an annual budget and strategic plan within 60 days of an annual general meeting, the President must immediately call an annual general meeting to take place within 30 days following the expiry of the 60 day period described in section 95.

Schedule 1 — Schedule of Fees

One-year membership with the society: $12.

Drafts, Amendments, and Change History

1. April 28, 2003. First draft.
2. November 6, 2010. Formatting.
3. August 26, 2011. Changed parts 1, 2, 3, 7, 8; added parts 9, 10, 11, 12, and schedule of fees.

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Quick Links

• Nothin' But Swing
• Rhythm Room
• Red Hot Swing
• UVic Swing

Quotes

“Frank Manning's dancing stood out, even among the greats of the Savoy Ballroom, for its unerring musicality. Fast on his feet and with a keen ear, Frankie gave physical expression to the beat, the feel and the excitement of the swing sound played by the great Big Bands.”

- Judy Pritchett