Contra Borealis Dancers, Incorporated

The Contra Borealis Dancers, Inc. is organized to promote the education of the general public in the art of traditional music and dance.

Section 1. Membership Dues. The membership of Contra Borealis Dancers shall consist of any individual who has paid the current annual membership fee established by the Board of Directors. Each Member shall have one vote at the annual meeting of the Corporation.

Section 2. Student Chapter. A student chapter of Contra Borealis Dancers shall maintain student club status at the University of Alaska Fairbanks by following the rules established by the Associated Students of UAF and shall consist of UAF student members of the Contra Borealis Dancers. The student chapter shall provide a representative to sit on the Board of Directors of Contra Borealis Dancers.

Section 1. Annual Meeting. The annual meeting of the membership will be held the last Friday of April in each year, or on such other date within ninety (90) days as the Board of Directors may designate.

Section 2. Special Meetings. Special meetings of the membership may be called by any five individuals holding current membership status or by the Board of Directors.

Section 3. Notice of Meetings. Notice of the Annual Meeting or Special Meetings of the membership shall be published in the Corporation's newsletter or in a special announcement which will be mailed to each member not more than fifty (50) days and not less than ten (10) days prior to the meeting. The meeting notification will state the time, place, and purpose of the meeting.

Section 4. Quorum. A quorum of the membership shall be established if ten percent or more of the individuals holding current membership status are present.

Section 5. Voting. Each Member shall be entitled to one vote on all matters submitted to a vote of the members. Except as otherwise required by law or by these Bylaws, all matters shall be decided by the vote of a majority of the members present at the meeting.

Section 1. Responsibilities. There shall be a Board of Directors in which shall be vested the government and general management of the affairs, powers, funds and property of the Corporation, except as otherwise provided by law or by these Bylaws. To this end and without limitation of the foregoing or of the Board's powers expressly conferred by these Bylaws, the Board shall have power to authorize others to act on behalf of the Corporation, to make rules and regulations for the Corporation's management, to create such additional offices or committees as it deems appropriate, and to select, employ or remove such of its agents or employees as it shall deem best.

Section 2. Number of Directors. The authorized number of Directors shall be no more than thirteen and no fewer than seven.

Section 3. Election of Directors. The Officers and other Directors shall be elected by a majority vote of the Members present at the annual meeting of the Corporation. The term of each of the Directors shall be one year. Each Director shall hold office until the annual meeting of the Members for the year in which his or her term expires and until his or her successor is chosen and qualifies. There shall be no limit to the number of terms a Director may serve.

Section 4. Eligibility. Each Director shall be a current member of the Corporation at the time of the election and shall maintain current membership status throughout his or her term.

Section 1. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held once a month or as determined necessary depending on the activities of the Corporation. Special meetings may be called by the President, on his or her own authority, or may be called by the Secretary upon the request of three or more Directors.

Section 2. Notice of Meetings. The date, time and location of regular meetings will be established at the previous meeting. Directors not present when the next meeting date is established will be notified by the President, or another Director designated by the President. Directors will be notified of special meetings or changes to a regular meeting using any reasonable means, by the officer calling the meeting. Such notice will be given not less than five days prior to the date fixed for the meeting.

Section 3. Quorum. Except as may be otherwise required by law or by these Bylaws, at all meetings of the Board of Directors a majority of the existing number of Directors shall constitute a quorum. In the absence of a quorum, a majority of the Directors present may adjourn the meeting to another time and place. The period of adjournment shall not exceed thirty (30) days. At any duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally called.

Section 4. Decision Making. Each Director shall have an equal voice in matters before the Board. Except as otherwise required by law, all matters shall be decided by consensus of the Directors present, if a quorum is present. When consensus cannot be reached on an issue, the decision may be postponed to a later meeting

Section 5. Definition of Consensus. When a meeting begins a status quo exists. If the board is asked to make a decision to change the status quo, and consensus to make that change cannot be reached, the board has in effect decided to maintain the status quo, or leave things as they are.

If all board members present agree to allow an action to go forward then consensus has been reached. It is not necessary for all board members to be fully in favor of the action, only that they not disagree strongly enough to keep the action from going forward. The issue should be discussed and all options considered until all board members are in agreement. The meeting facilitator should clearly state the action being considered and ask if any board member disagrees. If one board member strongly disagrees, the facilitator should ask if they would like to allow the action to go forward with a note to the minutes indicating that board member’s specific concern. If that is not a suitable option to the board member in disagreement, or there is more than one board member not in favor of the action, further discussion of options and possible modifications to the action should take place.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if every reasonable effort is made to poll each Director or committee member for their comments on and consideration of the proposed action and all Directors or members of the committee polled consent to the action.

Section 1. Officers and Qualifications. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time establish and appoint. All officers must be chosen from among the elected members of the Board of Directors. More than one office may be held by the same person, except that the offices of President, Secretary, and Treasurer must be held by separate individuals.

Section 2. President. Except as otherwise provided by the Board of Directors, the President shall, unless authority be given to other officers or agents to do so, execute all contracts and agreements on behalf of the Corporation which are either authorized generally, or authorized by specific actions of the Board of Directors. It shall be his or her duty, insofar as the facilities and funds furnished to him or her by the Corporation permit, to see that the decisions of the Board of Directors and the purposes of the Corporation are carried out.

Section 3. Secretary. The Secretary shall give notice of the meetings, shall record all business and actions taken at the meetings and shall perform other duties as may be assigned from time to time by the Board of Directors.

Section 4. Treasurer. The Treasurer, subject to the control of the Board of Directors, shall collect and receive, and shall have charge and custody of, the funds and securities of the Corporation. He or she shall provide a written report to the Board monthly and to the membership annually and have such other duties as are customary to the position of Treasurer in a corporation of this type and as may be assigned from time to time by the Board of Directors. The Treasurer shall also preside at all meetings of the Members and at all meetings of the Board of Directors in the absence of the President.

Section 5. Election and Term of Office. All officers shall be elected by the membership at the Annual Meeting.

Section 6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 7. Removal. Any officer or agent of the Board of Directors may be removed by consensus of the remaining Directors whenever in their judgment the best interests of the Corporation will be served.

Section 1. Committees. The Board of Directors may establish such standing and special committees as it deems appropriate. Such committees shall have only the powers specifically delegated to them by the Board. The Board shall have the power to fill vacancies in and change the membership of any committees it establishes.

Section 1. Indemnification. The Corporation shall indemnify a Director, officer, or former Director or officer of the Corporation against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which that person is made a party by reason of being or having been a Director or officer, except in relation to matters in which that person was adjudged in the action, suit or proceeding, to be liable for gross negligence in the performance of corporate duties; and to make any other indemnification authorized by the articles of incorporation or bylaws and to the fullest extent such indemnity may be provided pursuant to AS 10.20.011(14), as may be amended.

Section 2. Limitation of Liability. A Director shall have no liability to the Corporation for monetary damages for conduct as a Director, except for (a) conduct that constitutes a breach of the Director’s duty of loyalty to the Corporation; (b) acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law; or (c) a transaction from which the Director derives an improper personal benefit. If the Alaska Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be eliminated or limited to the full extent permitted by the Alaska Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such Director occurring prior to such repeal or modification.

Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of May and end on the thirtieth day of the following April.

Section 1. Amendments. These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present by consensus of the Directors present at such meeting provided (i) notice of the proposed alteration, amendment or repeal be contained in the notice to the Directors of such meeting; (ii) notice of such proposed alteration, amendment or repeal, and of the location and date of such meeting, be delivered to each Member of the Corporation not less than ten (10) nor more than fifty (50) days before such meeting, either personally or by U.S. mail; and (iii) such alteration, amendment or repeal shall not be in violation of any provision of the Alaska Nonprofit Corporation Act. Notwithstanding the preceding sentence, the Members shall have the authority at any annual or special meeting of the Members at which a quorum is present and by the affirmative vote of a majority of the Members, to ratify, modify, or repeal in any respect any action taken by the Board of Directors under the preceding sentence.

Section 1. Dissolution. Subject to the requirements of law at any time, the members shall have the power to dissolve the Corporation and wind up its affairs by the affirmative vote of at least fifty-percent (50%) of all the Members. In such case it shall be the duty of said members to designate by like action a successor nonprofit institution organized for educational, professional, or scientific purposes, to take over all or substantially all of the function and purpose of the Corporation. If no such successor institution is so designated, the members shall designate a nonprofit institution or institution(s) organized for educational, professional, or scientific purposes, and with tax exempt status under section 501(c)(3) of the Internal Revenue Code, as the recipient or recipients to which shall be paid over any property or assets remaining after such winding up of the affairs of Contra Borealis Dancers, Inc.