Bylaws of the Triangle Swing Dance Society, Inc.

Section 1. The Triangle Swing Dance Society ("TSDS" or "The Society") shall promote swing dancing to live music in the Triangle as a means of recreation and education. The Society shall provide listings for instructors in its monthly newsletters and attempt to include all establishments in the Triangle area which promote swing music and swing dancing.

Section 1. Principal Office. The principal office of the Society shall be located at 218 W. Markham Avenue, Durham, North Carolina 27701.

Section 2. Registered Office. The registered office of the Society required by law to be maintained in the State of North Carolina shall be located at the law offices of Pulley, Watson, King & Lischer, P.A., Suite 21-F, Brightleaf Square, 905 West Main Street, Durham, North Carolina 27701.

Section 1. Eligibility. Membership in TSDS shall be open to any person upon payment of annual dues.

Section 2. Classes. There shall be four classes of membership, as follows: single membership, family membership, honorary single membership, lifetime single membership.

1. Single Membership: adult person, age 18 or older.
2. Family Membership: two or more adults livingat the same address, age 18 or older.
3. Honorary Single Membership: granted by two-thirds (2/3) majority vote of the Board of Directors to persons deemed to have provided exceptionally worthy service to TSDS. If a family membership is desired by the honorary single member, the difference in the balance of the dues must be paid each year.
4. Lifetime Single Membership: granted by two-thirds (2/3) majority vote of the Board of Directors to persons deemed to have provided several years of exceptionally worthy service to TSDS. If a family membership is desired, the difference in the balance of dues must be paid each year.

Section 3. Membership Duration. Membership duration shall be one year starting from the month the dues are received by TSDS.

Section 4. Membership Dues and Fees. Membership dues and fees shall be set by two-thirds (2/3) majority vote of the Board of Directors each year.

Section 5. Membership Records. The following records of TSDS membership shall be maintained:

1. An up-to-date listing of the name, address and telephone numbers of each member;
2. A voluntary membership directory which is to be distributed each year, if funding is available; and

Section 6. Membership Rights. Each member shall be entitled to:

1. Discounts to TSDS-sponsored events;
2. A copy of the monthly newsletter, provided that only one will be sent to a household having a family membership;
3. An up-to-date copy of the TSDS Bylaws uponpayment of one dollar ($1.00);
4. A copy of the minutes of all meetings of the Board of Directors upon payment of one dollar ($1.00) plus the cost of the copies; and
5. Access to inspect TSDS financial records, books or minutes of preceding meetings upon written request and within a reasonable period of time as specified by the Board of Directors.

Section 7. Transfer of Membership. Memberships in TSDS are not transferable with people in other swing dance societies.

Section 8. Termination of Membership. The Board of Directors, by an affirmative vote of two-thirds (2/3) of the Board members present and voting, may suspend or expel any member for good cause after a right to a hearing before the Board to which the member is given at least one week's written notice. Any member suspended or expelled from TSDS shall not be allowed to participate in any TSDS-sponsored activities as a non-member guest.

Section 9. Resignation. Any member may resign his or her membership by filing a written resignation with the Board of Directors. Such resignation shall not relieve the member of the obligation of paying accrued but unpaid dues, assessments, fees or other charges. Membership fees that have been paid are not refundable.

Section 10. Annual Meetings. The annual meeting of members of TSDS shall be held on the second Sunday of October (month after end of fiscal year), at a place to be designated by the Board of Directors for the election of directors and the transaction of general business. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 12 of this Article III. A meeting so called shall be designated and treated for all purposes as the annual meeting. At such meetings, discussions should be limited to the business of TSDS.

Section 11. Special Meetings. Special meetings of the members may be called at any time by the President or the Boardof Directors of TSDS. Upon request in writing, delivered to the President or Secretary, or a majority of all the active members, it shall be the duty of the President or Secretary to call for a special meeting of the members. If the person to whom such request in writing shall have been delivered fails to issue a call for such meeting via the next membership newsletter after receipt of such request, then the active members constituting the majority of all the active members may do so by giving the notice prescribed in Section 12 of this Article III; provided, however, only those items of business specified in the notice of special meeting may be acted upon at such special meeting.

Section 12. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than 10 days before the date of any member's meeting, either personally or by mail, by or at the direction of the President, or other person calling the meeting, to each member of record entitled to vote at such meetings. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the record of the members of TSDS, with postage thereon prepaid. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted at the meeting unless such statement is required by the provisions of the North Carolina Non-Profit Corporation Act. It shall not be requisite to the validity of any meeting of the members that notice thereof shall have been given to any member who attends in person or by proxy, or who, if absent, waives notice thereof in writing filed with the records of the meeting either before or after the holding thereof. No notice of an adjourned meeting of members need be given. Notice of any meeting of members need be given only to the active members.

Section 13. Quorum. At any meeting of the members, a quorum necessary to conduct the business thereof shall be ten percent (10%) of active members. In the absence of a quorum, the members present in person or by proxy at any meeting (or adjournment thereof) may by vote of a majority of the active members so present adjourn the meeting from time to time, but not for a period of over 10 days at any one time without notice other than by an amendment at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present,any business may be transacted which might have been transacted at the meeting as originally called.

Section 14. Proxies. Members may vote either in person or by a written proxy executed by the member and mailed to the Secretary of TSDS prior to the meeting. A proxy is only valid for the meeting in question and may not carry over from meeting to meeting.

Section 15. Voting. Each active member, in good standing, shall have one vote. Voting eligibility shall be ruled on by the Board of Directors. The vote of a majority of votes entitled to be cast by the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members except as otherwise herein provided. All members of TSDS are expected to cooperate fully on matters of policy adopted by a majority vote at any regular or special meeting of the membership.

Section 1. General Powers. The business and affairs of TSDS shall be managed by its Board of Directors, except as otherwise provided by statute, by the Charter or by these Bylaws.

Section 2. Number, Term and Qualifications. The number of directors constituting the Board of Directors shall be eleven (11). Each director so elected shall hold office until his or her successor has been elected and qualified. The duration of each term shall be one year. Directors must be residents of North Carolina, must be members of TSDS, and must be at least 18 years of age.

Section 3. Elections. Elections of the directors will be at the annual membership meeting. One-half of the total number of directors will be elected each year (six (6) the first year, alternating with five (5) in subsequent years) so that one-half of the Board of Directors will remain stable each year and the full Board of Directors is relaced or re-elected every two years. Nominations will be taken for one month prior to the meeting. A member must be nominated by at least two members tobe included on the ballot.

Section 4. Meetings. The Board of Directors shall meet at least once a month and more frequently as deemed necessary by any five board members. In addition, the Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. Any director missing two regular meetings of the Board of Directors within a six month period without having given prior notice to the President or Vice President shall forfeit his or her seat on the Board of Directors.

Section 5. Notice of Meetings. Regular meetings of the Board of Directors may be held with one (1) week's notice. The person or persons calling a special meeting of the Board of Directors shall, at least five days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver or notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum. A two-thirds (2/3) majority of the number of directors fixed by these Bylaws and then presently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided in the Bylaws, the act of the majority of the directors then present at a meeting at which a quorum is present shall be the act of the Board of Directors.

The following decisions require a two-thirds (2/3) vote of the full board:

1. Financial commitments over five hundred dollars ($500.00);
2. Any changes in the bylaws;
3. Major policy decisions, such as a change on the stand of smoking or alcohol at TSDS sponsored events (which are currently not allowed); and
4. Expelling a member.

Section 7. Vacancies. Any vacancy occurring on the Board of Directors by those elected by the membership may be filled by the affirmative vote of the majority of the remaining directors even though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of members called for that purpose.

Section 8. Informal Action. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 9. Compensation. No Board member may receive any financial compensation from TSDS except: Board members who serve a full year term shall be granted an honorary single membership at the end of their term.

Section 10. Non-liability of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of TSDS. The directors and officers shall be indemnified by TSDS to the fullest extent possible under the laws of the State of North Carolina.

Section 1. Officers of the Corporation. The officers of TSDS shall consist of a President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may from time to time elect. Officers shall be elected by or from within the Board of Directors. No officer shall receive compensation for serving as an officer of TSDS.

Section 2. Election and Term. The officers of the corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors following the annual meeting of the membership. Each officer shall hold office untilhis death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

Section 4. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 5. President. The President shall be the chief executive officer of the corporation. He or she shall, when present, preside at all meetings of the members. He or she shall have general management and direction of the affairs of the corporation and all powers ordinarily exercised by the President of a corporation. He or she shall have the authority to sign and execute in the name of the corporation all authorized contracts and other instruments. He or she shall annually prepare a full statement of the affairs of the corporation which shall be submitted at the annual meeting of the members. He or she shall perform all duties pertaining to his or her office which may be imposed upon him or her by the Board of Directors.

Section 6. Vice President. In the absence or disability of the President, all his or her authority and duties shall devolve upon and be exercised by the Vice President. In the event of the resignation, removal or the death of the President, the Vice President shall immediately call a meeting of the Board of Directors for the purpose of electing a new President to serve for the remaining unexpired term of the President. If at such meeting the Vice President shall be elected to serve as President, a new Vice President shall be elected at that meeting. He or she shall, when present, facilitate meetings of the Board of Directors.

Section 7. Secretary. The Secretary shall keep a record of all proceedings of TSDS and shall act as Secretary to the Board of Directors and keep the minutes of said Board. He or she shall have access to a complete and accurate list ofmembership of TSDS and shall see that all notices are given in accordance with these Bylaws. He or she shall have charge of all correspondence of the corporation. At each meeting of the Board of Directors and at each annual meeting of the membership he or she shall make a detailed report of the activities of his or her office. The Secretary shall perform any other duties required of him or her by the Board of Directors. The Secretary shall collect dues, contributions and assessments and deliver the same to the Treasurer.

Section 8. Treasurer. The Treasurer shall oversee all collection and disbursement of funds of TSDS. He or she shall approve invoices for payment and shall sign all checks payable in amounts above $100.00. He or she shall review the report of all monies received and paid out as prepared by the Membership Director prior to the presentation of such report at the monthly meetings of the Board of Directors. He or she shall collect the mail from the TSDS mail box and deposit the checks received therein. He or she shall submit to the Secretary a summary of TSDS finances at each monthly Board meeting and a comprehensive financial statement at the end of the corporation's fiscal year. He or she shall file a financial statement for each fiscal year with the federal government, as required by the IRS.

TSDS shall have volunteer positions which will include, but not limited, to the following positions. These volunteers are not required to attend meetings of the Board of Directors. The volunteers may be on the Board and may be one of the officers. No two volunteer positions may be held by the same person.

Section 1. Selection and Term. Volunteers must be approved by a majority of the Board of Directors. Each volunteer shall serve in his or her capacity until his or her successor is named and trained.

Section 2. Dance Producer. The Dance Producer shall be responsible directly or by delegation for activities required for successful events with live music. This is a rotating position among a group of qualified volunteers. Duties aredescribed in the document, "How to Produce a Dance Checklist".

Section 3. Band Booker. The Band Booker shall:

1. Book a band for live events or provide other music for other events;
2. Enter into contracts with bands on behalf of TSDS; and
3. Maintain a record of fees paid to bands for use in future obligations.

Section 4. Newsletter Coordinator. The Newsletter Coordinator shall:

1. Supervise publication of the newsletter;
2. Solicit written material and assure appropriate editing; and
3. Supervise the publication of the TSDS annual membership directory.

Section 5. Publicity Liaison Coordinator. The Publicity Liaison Coordinator shall create awareness of TSDS events for the membership and the general public and propose and implement ideas to create membership.

Section 6. Membership Coordinator. The Membership Coordinator shall:

1. Process new member applications; and
2. Maintain the computer based membership records. These records shall contain the name, address, phone number and termination date of all members.

Section 7. Juice Czar. The Juice Czar shall supply non-alcoholic drinks at TSDS events where they would not otherwise be available.

Section 8. Social Producer. The Social Producer shallbe responsible directly or by delegation for activities required for successful events with taped music. These are often held mid-week. The specific duties are listed in via a checklist format.

Section 1. Non-Profit Status. This corporation is designated as a non-profit corporation as specified under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Contracts. The Board of Directors may authorize any officer or agent of TSDS to enter into any contract in the name of and on behalf of TSDS, and such authority may be general or defined to specific instances.

Section 3. Payment of Bands. Checks for each month's band shall be approved, written and signed by the President or Treasurer.

Section 4. Deposits. All funds of TSDS shall be deposited from time to time to the credit of TSDS to such checking accounts, savings accounts or other depositories that the Board may select.

Section 5. Gifts. The Board of Directors may accept on behalf of TSDS a contribution, gift, bequest or devise for the general or any special purpose of TSDS.

Section 6. Events. All events sponsored by TSDS must be designed to bring in sufficient funds to cover expenses. In no case will TSDS subsidize an event except with majority approval of the Board of Directors.

Section 7. Non-members. A non-member fee will be charged to non-members at TSDS-sponsored events.

Section 8. Insurance. TSDS may purchase and maintain liability and/or errors and omissions insurance to protect the Board and officers against any liability asserted against or incurred by TSDS or its representatives.

Section 9. Prohibition Against Sharing in Corporate Earnings. No officer or employee of, or member of a committee of, or person connected with the corporation, or any other private individual shall receive at any time any of the net earnings for pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in affecting any of its purposes and shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. Upon the dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors specifically to charitable religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(1) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

Section 1. Fiscal Year. The fiscal year of TSDS shall begin the first day of September and end the last day of August of each year.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of the State of North Carolina or under the provisions of the Articles of Incorporation or Bylaws of TSDS, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 3. Amendment to the Bylaws. These Bylaws may be altered, amended or appealed and new Bylaws may be adopted by the general membership meeting by a majority vote of the members present. All such changes must be submitted in writing to the general membership at least 10 days prior to the meeting at which this vote is to be taken.

Section 4. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes and other evidences of indebtedness issued in the name of the corporation shall be signed and/or countersigned by such persons who from time to time shall be designated by a resolution of the Board of Directors.

Section 5. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6. Prohibition Against Non-Charitable Actions. No director, officer or employee of this corporation shall take any action or shall fail to act in such a manner as to result in a violation of law or the loss of status as a charitable organization under the current interpretation of Section 501(c)(3) of the Internal Revenue Code.

Approved by Resolution of the Board of Directors the _____ day of ____________, 1998. _______________________________ Secretary 32463-1