BYLAWS OF THE VICTORIAN SOCIETY OF COLORADO SPRINGS,
A COLORADO NON-PROFIT CORPORATION

Adopted:  March 21, 2008

INTRODUCTION

This document describes the structure and overall operation of the Victorian Society of Colorado Springs (VSCS) (also referred to herein as the Corporation). It is primarily intended to provide a framework for business operations and to satisfy legal requirements. The Mission Statement, and other documents further describe goals, specific objectives, and operating procedures. 

ARTICLE 1 – Business Office

Section 1. PRINCIPAL OFFICE: The principle office of the Corporation shall be located in the city of Colorado Springs, State of Colorado, El Paso County.

Section 3. OTHER OFFICES: The Corporation may also have offices at such other places where it is qualified to do business, as its business and activities may require, as designated by the Board of Directors.

Section 4. CORPORATE AGENT: The Board of Directors may designate the Registered Agent of the Corporation.

ARTICLE 2 – Nonprofit Purpose

Section 1. IRC SECTION 501(c)(4) PURPOSE: The Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(4) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations in Section 501(c)(4) of the Internal Revenue Code.

Section 2. SPECIFIC OBJECTIVES AND PURPOSES: The primary objective of the Corporation shall be to preserve the rich social history and culture of the Victorian era (1837-1901) through public education, and demonstrations, with a primary focus on dance.

ARTICLE 3 – Non-Discrimination Policy

Section 1.  The Victorian Society of Colorado Springs shall not discriminate in any programs or activities on the basis of race, national origin, color, creed, religion, sex, marital status, age, veteran status, sexual orientation, or disability.

ARTICLE 4 – Membership and Fees

Section 1. CLASSES OF MEMBERSHIP: The Board of Directors shall have the authority to establish classes of membership and set membership fees.

Section 2. MEMBERSHIP VOTES: Each membership is entitled to one vote at general meetings of the Corporation, regardless of the number of individuals included in such membership.

Section 3. REVOCATION: The Board of Directors shall have the power to revoke the membership of any individual or organization whose participation in the Corporation is determined by the board to be detrimental to the purposes set forth in Article 2 of these Bylaws.

Section 4. Children, under the age of 16, must be accompanied and supervised by a parent or a designated adult member who shall be responsible for the actions of the children.  Disruptive children will be asked to leave any function in which VSCS is participating.

Section 5. Membership dues shall be determined by the Board of Directors on an annual basis.  Administrative costs, including but not limited to, banking charges, stationery, postage, copies, advertising, newsletters, promotions and insurance shall be the determining basis for the annual dues rate.  Dues shall be collected by the Secretary with each and every membership application and annually thereafter on or before February 1^st.  Delinquent accounts shall be addressed by the Board of Directors.  Dues shall be kept at a minimum rate to allow for greater membership.

ARTICLE 5 – General Meetings

Section 1. ANNUAL MEETING: An annual meeting of the Corporation shall be held each year at a time and place selected by the Board of Directors.

Section 2. OTHER GENERAL MEETINGS: A general meeting of the membership of the Corporation may be called by the Board of Directors at any time.  A general meeting shall also be called by the Board upon written petition of TEN PERCENT (10%) of the members of the Corporation.

Section 3. QUORUM: TEN PERCENT (10%) of members shall constitute a quorum at any general meeting of the Corporation for the purpose of conducting business.

Section 4. NOTICE: Notice of the date, time, and place of all general meetings shall be sent to all members by US Mail or electronic mail at least SEVEN (7) days in advance of such meetings.

Section 5. Nominations of Officers and Board of Director members will be held at the regular general meeting in October of each year, voted on at the November meeting, and newly elected persons will assume the duties of their positions at the January meeting.  Current Board Members/Officers will, to the best of their ability, ensure a smooth transition of office to newly elected officers. 

ARTICLE 6 – Board of Directors

Section 1. NUMBER AND TERM OF ELECTED DIRECTORS: FIVE (5) Directors shall be elected by the membership of the Corporation.  The number of Directors may be as many as shall be determined from time to time by resolution of the Board.  Directors elected by the membership shall hold office for a term of TWO (2) consecutive years.  

Section 2. NOMINATION AND ELECTION OF DIRECTORS: Elections to fill vacancies on the Board of Directors shall be held in the month of November. The Board shall solicit nominations prior to the election. Any individual member, in good standing, may become a candidate by submitting a written request to the Board of Directors at least THIRTY (30) days prior to the election. Ballots for such election will be distributed to the membership by US Mail or electronic mail a minimum of SEVEN (7) days before the election date.  Elections may also be accomplished by a show of hands.  All candidates shall be listed on one ballot, and the candidates receiving the greatest number of votes shall be elected.

Section 3. MEETINGS: The Board of Directors shall meet at times and places set at the discretion of the Board. Special meetings of the Board may be called at any reasonable time by the President or any two Directors.

Section 4. MEETING NOTICE: The Secretary shall give notice by US Mail, electronic mail, telephone, or in person of all meetings of the Board to each Director at least SEVEN (7) days before each meeting. The time and place of regular meetings of the Board shall also be made available to the general membership. 

Section 5.  QUORUM AND PROXIES: Unless otherwise designated in these bylaws, a simple majority of the Board of Directors shall constitute a quorum to conduct the business of the Corporation. A Board member who is unable to be present at a meeting may substitute a proxy vote on a specific issue.  Such proxies shall be submitted to the President or Secretary in writing, by facsimile transmission, or by electronic mail, and will count toward a quorum on the particular issue covered by the proxy.

Section 6. ATTENDANCE: Three consecutive absences by a Director from Board meetings without an excuse deemed valid by the Board shall be construed as a resignation.

Section 7. REMOVAL FROM OFFICE: A Director may be removed from office by a unanimous vote of a quorum of the Directors.

Section 8. VACANCIES: Vacancies on the Board of Directors resulting from the death, resignation, or removal of a Director shall be filled at the next meeting of the Board of Directors following such vacancy.  Such appointments shall be by majority vote of the Board, and will be effective until expiration of the term of office of the replaced Director.

Section 9. PAST PRESIDENT: The immediate past President of the Corporation, if not otherwise a member of the Board, shall serve as a Director for one year following the expiration of his or her term of office as President.

ARTICLE 7 – Officers

Section 1. TITLES: The officers of the Corporation shall be the President, Secretary, and Treasurer. The Board of Directors may elect additional officers as it may deem necessary.  Any two or more offices may be held by the same person, except the office of President.  Each officer will also serve as a board member. 

Section 2. ELECTION AND TERMS OF OFFICE: Officers of the Corporation shall be elected annually by the Board of Directors during the month of January. Officers shall serve a term of one year until the election of their successors.

Section 3. QUALIFICATIONS: Officers elected by the Board of Directors shall be members, in good standing, of the Victorian Society of Colorado Springs. They are not required to be members of the Board prior to their election.

Section 4. VOTING PRIVILEGES: Unless otherwise designated by the Board of Directors, all officers elected by the Board shall be voting members of the Board during their term of office.

Section 5. VACANCIES: A vacancy in the office of President shall be filled by the Secretary until the expiration of the term of the office of President.  A vacancy in any other office may be filled temporarily by the President by appointment.  Vacancies shall be filled by the Board of Directors at the next regular meeting of the Board following such vacancy.

Section 6. NON-LIABILITY OF OFFICERS: No Officer or Director shall be personally liable to the Corporation or to its members for any debts or damages incurred by the Corporation.

Section 7. DUTIES OF PRESIDENT: The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the affairs of the Corporation and the activities of the Officers.  The President shall chair all meetings of the Board of Directors and general meetings, and perform other duties as required by the Board of Directors.  The president shall be ex-officio member of all committees. 

Section 8. DUTIES OF THE SECRETARY: The Secretary shall:

(a) Record and keep, or cause to be kept, minutes of all general meetings, meetings of the Board of Directors and if requested, minutes of committee meetings.  Meeting minutes shall include the time and place of holding, attendees, and proceeding.

(b) Be custodian of the records and seal of the Corporation, including the Articles of Incorporation and Bylaws.

(c) Maintain archives of correspondence and legal documents resulting from the business of the Corporation as required by law and as directed by the Board of Directors.

Section 9. DUTIES OF THE TREASURER: The Treasurer shall:

(a) Have charge and custody of all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks or other depositories as shall be selected by the Board of Directors.

(b) Receive and give receipt for any funds paid to the Corporation.

(c) Disburse the funds of the Corporation as directed by the Board of Directors, taking proper vouchers for such disbursements.

(d) Keep adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of assets, liabilities, receipts, disbursements, gains, and losses.

(e) Exhibit at any reasonable time the financial records of the Corporation to any Director upon request.

(f) Report to the Board of Directors as requested on the financial transactions and condition of the Corporation.

(g) Prepare financial statements for any required reports and, if necessary, arrange for certification of the financial reports of the Corporation.

(h) Prepare an annual report summarizing the financial condition of the Corporation, including sources of income and categories of expenses, and make such summary available to the general membership.

(i) Maintain archives of the financial records of the Corporation as required by law and as directed by the Board of Directors.

Section 10. DUTIES OF OTHER OFFICERS: The Board of Directors shall specify the duties of any officers elected in addition to those described above. Any Officer whose duties include the receipt and disbursement of funds shall be subject to the same requirements as the Treasurer in the handling of such funds.

ARTICLE 8 – Committees

Section 1. APPOINTMENT: The President, with the approval of the Board of Directors, may authorize the appointment and define duties of such committees as necessary to carry out the business of the Corporation.  The President shall appoint the Chair of each committee.

Section 2. DUTY OF COMMITTEE CHAIR: The Chair of each committee shall report to the Board of Directors as requested on committee proceedings.  A committee Chair may designate a member of the committee to represent the committee at Board meetings.

Section 3. DURATION: The duration of committee appointments shall be at the will of the President and Board of Directors.

Section 4. POWERS: No committee or member thereof shall take or make public any action or resolution, or in any way commit the Corporation on any matter of policy or matters of general public interest without having first received specific approval or instructions from the Board of Directors. No committee or member thereof shall commit the Corporation to any legal or financial obligation without prior approval of the Board of Directors.

ARTICLE 9 – Finances

Section 1. SOURCES: Sources of the funds for the operation of the Corporation shall include, but not be limited to, membership fees, proceeds of events sponsored by the Corporation, voluntary contributions, and grants and contributions from organizations or other sources whose purposes and functions are in harmony with the purpose of the Corporation. Voluntary contributions other than membership fees shall not entitle that contributor to voting rights.

Section 2. DEPOSITS AND WITHDRAWALS: The funds of the Corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate.  Withdrawals shall be by check signed by the President, Treasurer, or other officers designated by the Board.

Section 3.  FISCAL YEAR: The fiscal year of the Corporation shall run form January 1 through December 31.

Section 4. COMPENSATION:  Each member, Board member or officer shall serve on a volunteer basis and no monetary compensation shall be paid other than reimbursement for expenses that were pre-approved.

ARTICLE 10 – IRC 501(c)(4) Tax Exemption Provisions

Section 1. LIMITATIONS ON ACTIVITIES: No substantial part of the activities of this Corporation shall be the carrying of propaganda or otherwise attempting to influence legislation.  This Corporation shall not participate or intervene in (including the publishing of statements) any political campaign on behalf of, or in opposition to, any candidates for public office.

Notwithstanding any other provisions of the Bylaws, this Corporation shall not carry on any activities not permitted to be carried on by (i) a Corporation exempt from federal income tax as described in Section(c)(4) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible as described in Section 170 (c)(2) of the Internal Revenue Code.

Section 2. PROHIBITION AGAINST PRIVATE INUREMENT: No part of  the net earnings of the Corporation shall inure  to the benefit of or be distributed to its directors, officers, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.

Section 3.  DISTRIBUTION OF ASSETS: Upon the dissolution of Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation, or distribute such assets to a non profit organization based in Colorado Springs, Colorado.  The organization will be selected at the time of dissolution.  If no appropriate organization exists at the time of dissolution then the assets will be transferred to a nonprofit charity that will be selected by the Board of Directors.

ARTICLE 11-Conflict of Interest

Section 1. DUTY TO DISCLOSE: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors.

Section 2. DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS: After disclosure and fact finding and discussion of the financial interest the board shall determine if a conflict of interest exists.  The interested person must not be present for the vote of the directors.

Section 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: The board shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement that would not give rise to a conflict of interest.  If the board determines that the transaction is in the organization’s best interest, for its own benefit it shall make a decision whether to enter into the transaction or arrangement.

Section 4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY: If the board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member and allow the member an opportunity to explain the alleged failure to disclose.  If circumstances warrant the board shall take disciplinary and corrective action.

Section 5. RECORDS OF PROCEEDINGS: Records of proceedings shall be kept regarding all potential and actual conflicts of interest.  They will include the names of the persons involved, the nature of the conflict and any action taken.  If it was to determined to go forward with the transaction the alternatives considered shall also be documented.

Section 6. ANNUAL REVIEW: Each member shall be given a copy of these bylaws when joining the organization.  Each officer and member of the board will review the bylaws, which include the Conflict of Interest policy, at the annual meeting in January. 

ARTICLE 12 – Amendments

The Board of Directors shall have the power to make, alter, or amend these Bylaws by majority vote at any meeting of the Board.

ARTICLE 13 – Rules of Order

Except as otherwise provided in these Bylaws and the Articles of Incorporation, Robert’s Rules of Order shall control in all questions of parliamentary procedure.

ARTICLE 14 – Availability of Documents

Copies of these Bylaws and the Articles of Incorporation shall be kept by the Secretary, and made available to any member on request.

ARTICLE 15 – Construction and Terms

If there is a conflict between these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall prevail.

Should any of the provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or corresponding provisions of any future United States tax code.