Bylaws

Bylaws and Organization of the Board of Ithaca Swing Dance Network, Ltd.

Article 1. Name of the Corporation
The name of this organization is Ithaca Swing Dance Network, Ltd. (ISDN).

Article 2. Purpose
The ISDN was founded in 1988, and in 1997 was incorporated as a tax-exempt, not-for-profit 501(c)3
organization dedicated to supporting swing dance opportunities in the Ithaca NY Area. The ISDN Board
meets on a regular basis to create, plan, and organize such opportunities and inform the public of dance
events.

Article 3. ISDN Board Membership

1. The responsibility for all ISDN business matters lies with the ISDN Board.
2. All persons interested in swing dance and at least 18 years of age are eligible to become members
   of the ISDN Board upon majority vote of the board members.
3. There should be at least five (5) board members, including officers and non-officer board members.
   This number may be changed by a majority vote of the board at an Annual Meeting.
4. Board members may serve for an unlimited number of years.
5. Board members must maintain “Good Standing” — defined as a member who attends
   at least 70% of the meetings in their current term and who has neither voluntarily withdrawn from
   membership nor has been expelled or suspended from membership after appropriate proceedings
   consistent with lawful provisions of the constitution and bylaws of such organization.
6. Board members in good standing are entitled to attend annual, general and special meetings; to
   vote on all questions coming before the board; to hold office if elected; and to serve on standing or
   special committees.
7. The board shall determine the need for and the responsibilities of standing or special committees
   to carry out dance events or special programs. The board may confer authority to such committees
   for event items including but not limited to: honoraria, rentals, and incidental expenses. The board
   has final authority regarding ISDN dance events, dates, and expenses.
8. The board shall appoint an audit committee of one or more members in good standing to meet
   approximately every three years to audit and verify the financial records of ISDN or hire an
   independent auditor to do the same.
9. In the event of a vacancy among the board, the remaining board members may exercise the
   powers of the full board until the vacancy is filled at the next regular election, or by a majority vote
   may appoint a board member to temporarily fill the vacancy until the next election.
10. The board may at any time terminate the membership of any board member by a 2/3rds vote of the
    remainder of the board members. The person being terminated shall be given 30 days’ notice and
    the opportunity to be heard at the next board meeting or a special called board meeting.

Article 4. Election of Board Members

1. New members can be nominated for appointment at any time by any board member in good
   standing. Appointments are approved by a majority vote of the current membership and
   subsequently elected at the next annual meeting by a majority vote of the board. Appointed
   members begin serving on the board immediately.
2. Members receive no compensation for board services rendered.

Article 5. Officers
The officers of the ISDN Board are president, vice president, secretary, and treasurer*. Terms of office are for one year. The president may not hold concurrent positions. Other officers may hold up to two positions. The Board may create additional roles and prescribe responsibilities, at its discretion.
Duties of officers are:

1. President. The president is the executive officer responsible for the operation of the ISDN Board.
   The president presides at all meetings, calls regular or special meetings of the board as needed,
   and may appoint the lead members of standing or special committees.
2. Vice President. The vice president acts as president in the absence or illness of the president —
   and in the event of the president’s resignation or incapacity to serve shall succeed to the office until
   the next regular election of officers.
3. Secretary. The secretary keeps records and minutes of meetings and distributes the same and
   maintains an up-to-date list of board members.
4. Treasurer*. The treasurer is responsible for maintaining and balancing the financial accounts,
   soliciting donations to the corporation, and for payment of authorized expenditures. The treasurer
   advises the board about the finances of the organization and assists in formulating the budgets for
   regular and special activities. The treasurer prepares the yearly tax documents. The treasurer
   provides documents needed for any financial audit being conducted.
   a. Treasurer may be a non-board position, in the event that a suitable person is willing to
   perform the duties of Treasurer but is not able to commit to being a full Board Member.
   This is at the discretion of the Board and requires a unanimous Board vote.

Article 6. Election of Officers

1. All officers are elected from the existing board membership, with the possible exception of
   treasurer (see Article 5).
2. Officers are voted in at the annual meeting with the full slate being distributed to the board at least
   30 days before the meeting.
   a. If only one person is running for each position, the entire slate can be voted on as one
   piece.
   b. If more than one candidate is running for a given position, each position must be voted on
   individually.
3. Officers are elected by a majority vote of the current board membership.
4. Duly elected officers begin their duties at the next board meeting, to give time for preparation in
   collaboration with the outgoing officers such as setting the date, time and agenda for the next
   meeting.

Article 7. Committees and Positions of the Board

1. Committees and non-officer positions are created at a board meeting by a majority vote of those in
   attendance and may include an executive committee and other standing committees as necessary
   for the efficient functioning of the board.
2. The Board President may appoint the lead members of standing or special committees.
3. Committee members and non-officer positions do not set ISDN policy; if policies are necessary,
   such items must be brought to the full ISDN board for a vote.
4. Committees may consist of board members and other interested persons who may act in an
   advisory capacity.
5. Non-officer positions that may be created include but are not limited to—
   a. List Manager; must have a Cornell University net ID in order to serve. Monitors the ISDN
   email lists as needed (public and admin).
   b. Publicist; sends notices and flyers; receives and distributes information from other groups
   and organizations, creates ads for newspapers and radio.
   c. Social Media Coordinator; works with the Publicist to place ISDN events on all
   appropriate social media platforms.
   d. Volunteer Coordinator; coordinates all volunteer needs as any given event requires.

Article 8. Annual Meetings of the ISDN Board

1. The Annual Meeting of the ISDN Board shall be held each year, usually in February, for the
   election of board members and officers. The exact date, location, and agenda at the Annual
   Meeting shall be specified by the board president.
2. 30 days’ notice will be given to all board members regarding the date and time of the next Annual
   Meeting.
3. Items to be voted upon shall be distributed to all board members at least 30 days prior to the
   annual meeting, including the slate of officers to be elected.
4. The quorum for transaction of Annual Meeting business is two-thirds of the board membership. A
   majority vote of those in attendance is necessary to transact any business, including the election of
   officers.

Article 9. General Meetings of the Board

1. Ongoing general meetings of the ISDN Board may be called by the president at their discretion or
   by request from any board member.
2. Two weeks’ notice will be given for general meetings regarding the date and time. Such notice will
   include the agenda of items to be considered at the meeting.
3. The quorum for transaction of business is two-thirds of the board membership. A majority vote of
   those in attendance is necessary to transact any business brought before the board.
4. Non-board-members may attend meetings for the purpose of advising or receiving suggestions
   from the board concerning the programs and or needs of ISDN. Non-board-members do not have a
   vote in board business.

Article 10. Indemnification of Officers
If an 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 officer of their duties for or on behalf of the corporation, then, to the full extent permitted by law, the corporation, upon affirmative vote of the board — a quorum of members being present at the time of the vote who are not parties to the action or proceeding — shall:

1. Advance to such officer all sums found by the board, so voting, to be necessary and appropriate to
   enable the officer to conduct their defense, or appeal, in the action or proceeding; and
2. Indemnify such officer for all sums paid by them 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.

Article 11. Fiscal Year

1. The fiscal year of ISDN is January 1 through December 31.

Article 12. Amendments to the Bylaws

1. Amendments to these bylaws may be made at the Annual Meeting or a special meeting. Proposed
   revisions must be distributed to the board with 30 days’ notice, stating the proposed change(s)
   along with the date and time of the meeting to consider said changes.
2. A two-thirds majority vote of board members present is necessary for passage of the
   amendment(s).

Article 13. Special Notices regarding Tax Exemption

1. No part of the ISDN’s assets or net earnings may inure to the benefit of private individuals. This
   does not preclude the payment of any reasonable fees for goods or services provided to the
   organization.
2. In the event of dissolution of ISDN, the group’s assets will be distributed to another nonprofit
   organization that is exempt under section 501(c)3 status of the Internal Revenue Code, to be
   determined by unanimous vote of the board.
3. ISDN shall not as a substantial part of its activities attempt to influence, carry on propaganda, or
   otherwise attempt to influence legislation except to the extent permitted by section 501(h) of the
   Internal Revenue Code.
4. It is intended that ISDN be entitled to exemption from federal income tax under section 501(c)3 of
   the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of
   the Code.

These ISDN Bylaws were approved and adopted on Wednesday, March 12, 2025