Section 2. Additional Offices. The corporation may also have offices at such other places within or without the State of New York as the board of directors may from time to time appoint or the business of the corporation may require.
Section 2. Qualifications of Directors. Each director shall be at least eighteen (18) years of age. No individual who receives significant revenues from a dance related business, including but not limited to dance instruction, sale of dance supplies and music, event promotion, and disc jockeying, may serve as a Director.
Section 3. Number of Directors. The number of directors constituting the entire board shall be no fewer than three (3) members. The number of directors may be increased or decreased by action of a majority of the entire board subject to the limitation that no decrease shall shorten the term of any incumbent director.
Section 4. Election and term of Directors. At each annual meeting of the board, directors shall be elected to hold office until the expiration of the term for which s/he is elected, and until his/her successor has been elected and qualified.
Section 5. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board of directors for any reasons may be filled by vote of a majority of the directors then in office regardless of their number. A director elected to fill a vacancy shall hold office until the next annual meeting at which the election of directors is in the regular order of business and until his/her successor is elected and qualified.
Section 6. Removal of Directors. Any or all of the directors may be removed with or without cause by a vote of at least two-thirds of the entire Board of Directors.
Section 7. Quorum of Directors. Except as otherwise provided by law, the certificate of incorporation or these by-laws, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business and the vote of a majority of the board of directors present at the time of a vote, if a quorum is present at such time, shall be the act of the board of directors.
Section 8. Meetings of the Board. Regular meetings of the board of directors may be held without notice at such time and place as fixed by the board of directors. Special meetings of the board of directors shall be held upon notice to the directors mailed or given personally at least five (5) days prior to the time appointed for the meeting. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 9. Notice of Meetings of the Board and Waiver of Notice.
(a) The first meeting of each newly elected board of directors may be held without notice. Regular meetings whose time and place are fixed by these by-laws may also be held without notice to the directors.
(b) Special meetings shall be held upon written notice to the directors at the call of any officer of the corporation. The notice of a special meeting shall state the place, date and hour of the meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting, and specify the purpose thereof.
(c) Notice of any adjourned meeting of the board, specifying the time and place of the next meeting, shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
(d) Notice of a meeting need not be given to any alternate director, nor to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
Section 10. Committees of the Board. The board of directors by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other standing committees, each consisting of three (3) or more directors, and each of which, to the extent provided in such resolution, shall have all authority of the board, except as to matters prohibited by Section 712 of the Not-for-Profit Corporation Law.
Section 11. Action Without Meeting. Whenever the Board of Directors or any committee thereof are required or permitted to take any action or vote, such action may be taken without a meeting on written consent, setting forth the actions so taken, signed by all of the members of the Board or committee, and such writing or writings are filed with the minutes of the proceeding of the Board or committee.
Section 12. Participation by Phone. Any one or more members of the Board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 2. Election and Term of Office. All officers shall be elected by the board to hold office for a term of one (1) year, and each shall hold office for such term and until his successor has been elected and qualified.
Section 3. President. The president shall preside at all meetings of the directors. The president shall be an ex officio member of all standing committees and shall, in general, supervise and manage all of the business and affairs of the corporation, subject to the control of the board of directors. The president shall have power to sign sign and execute all contracts and instruments of conveyance in the name of the corporation, to sign checks, drafts, notes and orders for the payment of money, and to appoint and discharge agents and employees, subject to the approval of the board of directors. The president shall perform all the duties usually incident to the office of chairperson.
Section 4. Secretary. The secretary shall keep the minutes of all meetings of the board of directors, and also, unless otherwise directed, the minutes of all meetings of committees in books provided for that purpose. The secretary shall give, or cause to be given, notice of all meetings of directors, and all other notices required by law or by these by-laws, and in the case of the secretary's absence or refusal to do so, any such notice may be given by any person thereunto directed by the president or by the directors upon whose requisition the meeting is called. The secretary shall have charge of the corporate books and records. The secretary shall have the custody of the seal of the corporation and affix the same to all instruments requiring it when authorized by the directors or the president, and attest the same. The secretary shall, in general, perform all the duties incident to the office of secretary.
Section 5. Treasurer. The Treasurer shall have charge of all moneys of this corporation and deposit same in the name of the corporation in a depositary selected by the Board of Directors. The Treasurer shall disburse said funds as ordered or authorized by the Board of Directors. The Treasurer shall keep accurate accounts of his or her receipts and disbursements, submit his or her books and records to the president and to the Board of Directors when requested and give an itemized statement of his or her accounts at each stated meeting of the corporation. The Treasurer, if authorized by the Board, shall sign all checks on behalf of the corporation upon any and all of its bank accounts. The Treasurer shall file and preserve all vouchers. If required by the Board of Directors, the Treasurer shall execute and file with the Board of Directors a bond conditioned upon the faithful performance of his or her duties, as Treasurer, in an amount fixed by the Board of Directors. The premium for such bond, however, shall be paid by this corporation. In case of the absence or disability of the Treasurer, the Board of Directors may appoint a Treasurer pro tem.
Section 6. Removal of officers. Any officer elected by the board may be removed by the board with or without cause.
Section 7. Vacancies. If the office of any officer becomes vacant, the directors may elect any qualified person to fill such vacancy, who shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified.
Section 8. Compensation of Officers. The fixing of salaries of officers shall require the affirmative vote of a majority of the entire board of directors. Such compensation shall be reasonable and commensurate with services performed.
Section 2. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 3. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument, including checks, in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 4. Notices and waivers Thereof.
(a) Whenever, under these by-laws the corporation or the board or any committee thereof is authorized to take any action after notice to any person or persons or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of such period of time, if at any time before or after such action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken or, in the case of a member, by his attorney-in-fact, submit a signed waiver of notice of such requirements.
(b) Whenever any notice or communication is permitted by these by-laws to be given by mail, notice shall be deemed given by mail upon mailing same to the person to whom it is directed at the address designated by him or her for that purpose or, if none is designated, at his or her last known address. Such notice or communication by mail is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Such mailing shall be by first class mail except where otherwise required by these by-laws.
Section 5. Indemnification of Directors and Officers. If a director or officer of the corporation is made a party to any civil or criminal action or proceeding in any matter arising from the performance by such director or officer or his or her duties for or on behalf of the corporation, then, to the full extent permitted by law, the corporation, upon affirmative vote of the board of directors, a quorum of directors being present at the time of the vote who are not parties to the action or proceeding, shall:
(1) Advance to such director or officer all sums found by the board, so voting, to be necessary and appropriate to enable the director or officer to conduct his or her defense, or apeak, in the action or proceeding; and
(2) Indemnify such director or officer for all sums paid by him or her in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein, subject to the proper application of credit for any sums advanced to the director or officer pursuant to clause (1) of this paragraph. It is the intention of the corporation to indemnify the directors and officers to the full extent permitted by law.
Section 6. Amendment and Repeal. By-laws may be amended, repealed or adopted by the board of directors.