The Spinning Arts Foundation By-Laws
Updated Bylaws
Voted on by the Board of Directors on 24-October-2021
ARTICLE I: NAME
The legal name of this organization is, “The Spinning Arts Foundation, Inc.”
ARTICLE II: MISSION
The Spinning Arts Foundation Inc.’s (referred to herein as “SAF”) purpose is to promote the spinning arts and build community among spinning artists. This is accomplished through educational outreach to potential or existing practitioners, venue owners/managers, educational organizations, government officials, and other possible influencers and supporters The spinning arts are body movement based arts that include the use of an object manipulated by the practitioner, such as hula hoop, poi, staff, rope dart, etc.
ARTICLE III: MEMBERSHIP
Section 1
General Memberships are available to any person wishing to support the Spinning Arts.
Section 2
Teaching Memberships. Persons or Organizations that are actively teaching the spinning arts are eligible for teaching memberships. The Board of Directors shall establish the criteria and annual dues for Teacher Memberships.
Section 3
Performer Memberships. Any professional spinning arts performer wanting to support the spinning arts is eligible for membership. The Board of Directors shall establish the criteria and annual dues for Performer Memberships.
Section 4
Spinning Arts Organization Memberships. Any business or organization involved with the spinning arts wishing to support the spinning arts is eligible for membership. This is including, but not limited to, spinning arts equipment stores, spinning arts events, and private spinning arts schools and academies. The Board of Directors shall establish the criteria and annual dues for spinning arts organization memberships.
Section 5
Non-Arts Organization memberships. Any business or organization not actively involved with the spinning arts, but wishing to support the spinning arts is eligible for membership. The Board of Directors (referred to herein as “BoD”) shall establish the criteria and annual dues for business and Non Arts Organization memberships.
Section 6
Acceptance of Membership. The BoD may refuse to grant membership at any level for any reason. The BoD is not obligated to convey any explanation for such refusal.
Section 7
Revocation of Membership.
General Memberships are available to any person wishing to support the Spinning Arts.
Section 2
Teaching Memberships. Persons or Organizations that are actively teaching the spinning arts are eligible for teaching memberships. The Board of Directors shall establish the criteria and annual dues for Teacher Memberships.
Section 3
Performer Memberships. Any professional spinning arts performer wanting to support the spinning arts is eligible for membership. The Board of Directors shall establish the criteria and annual dues for Performer Memberships.
Section 4
Spinning Arts Organization Memberships. Any business or organization involved with the spinning arts wishing to support the spinning arts is eligible for membership. This is including, but not limited to, spinning arts equipment stores, spinning arts events, and private spinning arts schools and academies. The Board of Directors shall establish the criteria and annual dues for spinning arts organization memberships.
Section 5
Non-Arts Organization memberships. Any business or organization not actively involved with the spinning arts, but wishing to support the spinning arts is eligible for membership. The Board of Directors (referred to herein as “BoD”) shall establish the criteria and annual dues for business and Non Arts Organization memberships.
Section 6
Acceptance of Membership. The BoD may refuse to grant membership at any level for any reason. The BoD is not obligated to convey any explanation for such refusal.
Section 7
Revocation of Membership.
- Where applicable, a membership will automatically be revoked for failure to pay prescribed dues within 90 days after the due date.
- Any membership may be revoked by a two-thirds vote of the BoD. A date of the enactment of revocation will be set by voting members. The BoD is not obligated to give notification of or explain revoked membership. If applicable, any dues paid will be refunded at a prorated date within 90 calendar days of the date of revocation
ARTICLE IV: BOARD OF DIRECTORS
Section 1
The Business of the BoD: The BoD oversees SAF’s operational mandates and must maintain the following Director positions; Chair of the Board, Assistant to the Chair of the Board.
Section 2
Board of Director Meetings: The BoD will meet quarterly at a minimum in person or via teleconference. Special meetings may be called by any Director or Officer of the Board with a minimum of ten days written notice.
Section 3
Proxy Voting: Proxy voting is allowed if in writing and limited to the issue(s) set forth in the published agenda of a single specific meeting.
Section 4
Board Composition: The BoD shall be composed of a minimum of four and maximum of eight Directors.
Section 5
Terms of Office: Term of Office for individual Directors shall be two (2) years. Directors may serve three (3) consecutive terms. A Director must be off the Board for at least one year before being reelected after three (3) consecutive terms.
Section 6
Midterm Vacancies: Any mid-term vacancy on the Board of Directors may be filled by a SAF member as approved with a two thirds vote from the Board. A mid-term appointment will not be counted as a full term of office. The first full term begins on the next January 1 date after the midterm vacancy is filled by such a director.
Section 7
Voting: Each Director of the Board has one vote. Sixty six percent (66%) of the Directors of the Board constitutes a quorum. A simple majority of those voting is sufficient for the adoption of any motion. On a tie vote, the motion is defeated, and may be brought to the BoD again at a later date.
Section 8
Leave: When needed, a Director of the Board may give notice of temporary leave for a specific amount of time (14 days or more), effectively pausing their obligations (and voting rights) for that given time. Where possible, this Director will pre-arrange coverage of their tasks. Leaves should not exceed 60 days total in any given Term of Office and does not in any way extend or otherwise change Terms of Office or its end dates.
Section 9
Participation: A Director may be requested by the President (or other agent if needed) to give notice of intention to participate. Reasons for such a request may include but are not limited to: absence from multiple meetings, not completing tasks/obligations, general lack of participation to the degree expected, etc. If this intention is unsatisfactory, the absent Director may be denied participation on the BoD for a given time, asked to resign, or removed if needed The BoD will handle these processes on a case-by-case basis.
Section 10
Removal of a Director: The BoD can remove a Director of the Board from a particular Board position or from the Board entirely through a vote passed with a two-thirds majority. The Director in question for removal is not counted in such voting.
Section 11
Financials: The Treasurer shall oversee all financial matters, review financial reports and related matters with the BoD or other relevant leaders, and present the budget to be approved by the Chairperson and Board of Directors.
The Business of the BoD: The BoD oversees SAF’s operational mandates and must maintain the following Director positions; Chair of the Board, Assistant to the Chair of the Board.
Section 2
Board of Director Meetings: The BoD will meet quarterly at a minimum in person or via teleconference. Special meetings may be called by any Director or Officer of the Board with a minimum of ten days written notice.
Section 3
Proxy Voting: Proxy voting is allowed if in writing and limited to the issue(s) set forth in the published agenda of a single specific meeting.
Section 4
Board Composition: The BoD shall be composed of a minimum of four and maximum of eight Directors.
Section 5
Terms of Office: Term of Office for individual Directors shall be two (2) years. Directors may serve three (3) consecutive terms. A Director must be off the Board for at least one year before being reelected after three (3) consecutive terms.
Section 6
Midterm Vacancies: Any mid-term vacancy on the Board of Directors may be filled by a SAF member as approved with a two thirds vote from the Board. A mid-term appointment will not be counted as a full term of office. The first full term begins on the next January 1 date after the midterm vacancy is filled by such a director.
Section 7
Voting: Each Director of the Board has one vote. Sixty six percent (66%) of the Directors of the Board constitutes a quorum. A simple majority of those voting is sufficient for the adoption of any motion. On a tie vote, the motion is defeated, and may be brought to the BoD again at a later date.
Section 8
Leave: When needed, a Director of the Board may give notice of temporary leave for a specific amount of time (14 days or more), effectively pausing their obligations (and voting rights) for that given time. Where possible, this Director will pre-arrange coverage of their tasks. Leaves should not exceed 60 days total in any given Term of Office and does not in any way extend or otherwise change Terms of Office or its end dates.
Section 9
Participation: A Director may be requested by the President (or other agent if needed) to give notice of intention to participate. Reasons for such a request may include but are not limited to: absence from multiple meetings, not completing tasks/obligations, general lack of participation to the degree expected, etc. If this intention is unsatisfactory, the absent Director may be denied participation on the BoD for a given time, asked to resign, or removed if needed The BoD will handle these processes on a case-by-case basis.
Section 10
Removal of a Director: The BoD can remove a Director of the Board from a particular Board position or from the Board entirely through a vote passed with a two-thirds majority. The Director in question for removal is not counted in such voting.
Section 11
Financials: The Treasurer shall oversee all financial matters, review financial reports and related matters with the BoD or other relevant leaders, and present the budget to be approved by the Chairperson and Board of Directors.
ARTICLE V: OFFICERS OF THE BOARD OF DIRECTORS
Section 1The business of SAF shall be carried out by the Officers of the board. If an officer is not also a Director of the Board, they are considered a non-voting board member.
The Officer positions of the board are:
Section 2
The officers can nominate themselves or be nominated by a Director of the Board. Officers are elected to a position by a two-thirds majority vote of the Board of Directors.
Section 3
The term of all Officers of the Board of Directors shall be one (1) year. No elected officer shall hold the same office more than four (4) consecutive terms.
Section 4
In the event that an Officer resigns mid-term or is unable to complete their term, the Board of Directors shall appoint an acting officer to complete the vacated position for the remainder of that term.
Section 5
The SAF President shall preside at all meetings of the General Membership and perform all such other duties as ordinarily pertain to the President.
Section 6
The BoD can remove a person from an Officer position with a two-thirds majority vote. If an officer is also a Director of the Board, they will recuse themselves from such a vote.
Section 7
The SAF President will designate one person to keep minutes at all meetings of the General Membership and Officers of the Board, and shall present them to the Board shortly after said meeting.
The Officer positions of the board are:
- President
- Executive Director
- Treasurer
- Secretary
- Any other officer position the BoD creates
Section 2
The officers can nominate themselves or be nominated by a Director of the Board. Officers are elected to a position by a two-thirds majority vote of the Board of Directors.
Section 3
The term of all Officers of the Board of Directors shall be one (1) year. No elected officer shall hold the same office more than four (4) consecutive terms.
Section 4
In the event that an Officer resigns mid-term or is unable to complete their term, the Board of Directors shall appoint an acting officer to complete the vacated position for the remainder of that term.
Section 5
The SAF President shall preside at all meetings of the General Membership and perform all such other duties as ordinarily pertain to the President.
Section 6
The BoD can remove a person from an Officer position with a two-thirds majority vote. If an officer is also a Director of the Board, they will recuse themselves from such a vote.
Section 7
The SAF President will designate one person to keep minutes at all meetings of the General Membership and Officers of the Board, and shall present them to the Board shortly after said meeting.
ARTICLE VI: BOARD MEMBER ELECTIONS
Section 1
Not less than three (3) months prior to the annual General Membership meeting, the SAF President shall present a slate of Directors terms expiring at the end of the fiscal year.
Section 2
If a Director’s term is expiring, but they have not reached the term limits and do not wish to separate from the Board, the other Directors of the Board may elect them internally on their next term using a ⅔ majority election. A Director being voted on recuses themself from voting in such an election.
Section 3
Any SAF General Member may submit an application or nominate another person to fill an available Board position. All applications and nominations are due three (3) weeks prior to the General Membership meeting.
Section 4
The existing Board will review and vote on which candidates to nominate, based on needs that best serve the community, such as increasing Board diversity, needed skills and experience, etc. Elected nominees must confirm their interest in serving as a Director of the Board at least two (2) weeks prior to being presented to the General Membership.
Section 5
The Board will present their list of Board candidates to the General Members at least one (1) week prior to the General Membership meeting. During the General Membership meeting (or during another designated time with at least a 15 minute window), attendees will vote on all candidates. Any candidate elected will be required to have a majority of the votes cast for them (over 50% of the people that voted, voted “yes” for them to be a board member - referred to as a “majority vote” herein). The first open director seat will be filled by the person receiving the most “yes” votes who also received a majority vote. The next open director seat will be filled with the person who received the second highest number of “yes” votes and received a majority vote. This will continue until all open director seats are filled or there are no remaining candidates that received a majority vote. If not enough members received a majority vote, the SAF President may call for an additional voting round. If, after that time, all positions are still not filled, the existing Directors of the Board may opt to fill the positions using a simple majority vote. The Board can nominate and vote on new candidates during this special election process.
Not less than three (3) months prior to the annual General Membership meeting, the SAF President shall present a slate of Directors terms expiring at the end of the fiscal year.
Section 2
If a Director’s term is expiring, but they have not reached the term limits and do not wish to separate from the Board, the other Directors of the Board may elect them internally on their next term using a ⅔ majority election. A Director being voted on recuses themself from voting in such an election.
Section 3
Any SAF General Member may submit an application or nominate another person to fill an available Board position. All applications and nominations are due three (3) weeks prior to the General Membership meeting.
Section 4
The existing Board will review and vote on which candidates to nominate, based on needs that best serve the community, such as increasing Board diversity, needed skills and experience, etc. Elected nominees must confirm their interest in serving as a Director of the Board at least two (2) weeks prior to being presented to the General Membership.
Section 5
The Board will present their list of Board candidates to the General Members at least one (1) week prior to the General Membership meeting. During the General Membership meeting (or during another designated time with at least a 15 minute window), attendees will vote on all candidates. Any candidate elected will be required to have a majority of the votes cast for them (over 50% of the people that voted, voted “yes” for them to be a board member - referred to as a “majority vote” herein). The first open director seat will be filled by the person receiving the most “yes” votes who also received a majority vote. The next open director seat will be filled with the person who received the second highest number of “yes” votes and received a majority vote. This will continue until all open director seats are filled or there are no remaining candidates that received a majority vote. If not enough members received a majority vote, the SAF President may call for an additional voting round. If, after that time, all positions are still not filled, the existing Directors of the Board may opt to fill the positions using a simple majority vote. The Board can nominate and vote on new candidates during this special election process.
ARTICLE VII: PRESIDENT
The SAF President shall be elected by and be responsible to the Board of Directors. The President will preside over General Election meetings, SAF Board meetings, will oversee records and files, and may hire and supervise additional BoD staff as approved by the BoD. The duties of the President shall be articulated in a separate contract.
ARTICLE VIII: OTHER LAWFUL PROVISIONS
Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:
Section 1
Dissolution: The Board may at any time call for the dissolution of the organization. This shall be conducted at a board meeting and must be presented as an agenda item for said meeting at least fifteen (15) days prior to that meeting. The resolution will pass through a two-thirds majority vote. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Section 2
501c3 Intention: No part of the net MA SOC filing number: 201313982010 date: 1/7/2013 1:29:00 PM earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the mission statement herein. The property of this corporation is irrevocably dedicated to the Spinning Arts Foundation, Inc.
Section 3
No political participation: No substantial part of the activities of the corporation shall be the carrying on of political propaganda, or otherwise attempting to influence legislation in any partisan way, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4
Mission Focus: Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
Section 1
Dissolution: The Board may at any time call for the dissolution of the organization. This shall be conducted at a board meeting and must be presented as an agenda item for said meeting at least fifteen (15) days prior to that meeting. The resolution will pass through a two-thirds majority vote. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Section 2
501c3 Intention: No part of the net MA SOC filing number: 201313982010 date: 1/7/2013 1:29:00 PM earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the mission statement herein. The property of this corporation is irrevocably dedicated to the Spinning Arts Foundation, Inc.
Section 3
No political participation: No substantial part of the activities of the corporation shall be the carrying on of political propaganda, or otherwise attempting to influence legislation in any partisan way, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4
Mission Focus: Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
ARTICLE IX: FINANCIALS AND CONTRACTUAL POWERS
Section 1
The fiscal year shall begin on January 1st and end on December 31st.
Section 2
With the approval of the Board of Directors, the SAF President is authorized to execute Contracts, Deeds, Leases, Bills of Sale, Mortgages, Notes, Bonds, and other instruments.
Section 3
Bank checks or other financial drafts can be signed by the following: Chairperson, Assistant Chairperson, President, Executive Director, Secretary,or Treasurer. Other signatures may be elected by the board by a vote. Removing signature authorization also requires a simple vote and notifying the person in question of their revocation of signature rights.
The fiscal year shall begin on January 1st and end on December 31st.
Section 2
With the approval of the Board of Directors, the SAF President is authorized to execute Contracts, Deeds, Leases, Bills of Sale, Mortgages, Notes, Bonds, and other instruments.
Section 3
Bank checks or other financial drafts can be signed by the following: Chairperson, Assistant Chairperson, President, Executive Director, Secretary,or Treasurer. Other signatures may be elected by the board by a vote. Removing signature authorization also requires a simple vote and notifying the person in question of their revocation of signature rights.
ARTICLE XI: MEETINGS
Section 1
It is the SAF President’s duty to conduct a General Membership annual meeting in either The second or third quarter for the purpose of nominating members of the Board of Directors, presenting reports by officers and committees, and for other business that may arise. The Board may opt to vote by a two-thirds majority to change the Annual Meeting date.
Section 2
Special meetings of the General Membership may be called by the President or Executive Director with the approval of the Board of Directors or by the written petition signed by a minimum of 25% of the general SAF membership, provided such a petition states a specific purpose for which the meeting is desired and that purpose is related to the actions or business of SAF. At any special meeting only such business as specified in the petition may be transacted, unless the notice also provides for the transaction of other business.
Section 3
Notice of meetings of the General Membership shall be given at least fifteen (15) calendar days prior to the date of the meeting.
Section 4
Proxy votes for general members will not be accepted.
It is the SAF President’s duty to conduct a General Membership annual meeting in either The second or third quarter for the purpose of nominating members of the Board of Directors, presenting reports by officers and committees, and for other business that may arise. The Board may opt to vote by a two-thirds majority to change the Annual Meeting date.
Section 2
Special meetings of the General Membership may be called by the President or Executive Director with the approval of the Board of Directors or by the written petition signed by a minimum of 25% of the general SAF membership, provided such a petition states a specific purpose for which the meeting is desired and that purpose is related to the actions or business of SAF. At any special meeting only such business as specified in the petition may be transacted, unless the notice also provides for the transaction of other business.
Section 3
Notice of meetings of the General Membership shall be given at least fifteen (15) calendar days prior to the date of the meeting.
Section 4
Proxy votes for general members will not be accepted.
ARTICLE XII: AMENDMENTS
These by-laws may be amended at a regular or special Board of Directors meeting. The text of the proposed amendment or revisions shall have been made available to the Board at least fifteen (15) calendar days in advance of the meeting at which the matter is to be considered. Amendments require a two-thirds favorable vote of the Board unless otherwise specified herein. All amendments shall be publicized on the SAF website within ten (10) calendar days following their adoption and up-to-date bylaws shall be available on the organization’s website. If the web site is not available/unable to be updated at that time for any reason, General Members will be notified via email.
ARTICLE XII: INDEMNITY INSURANCE
The organization shall purchase and maintain insurance for the purpose of indemnifying any person, including directors, officers, employees, agents or volunteers, to the full extent allowed by Massachusetts law.
Appendix A: Terms and Definitions
Spinning Arts
The spinning arts are physical body movement based arts that include the use of an additional object, manipulated by the practitioner. Examples include hula hooping, poi, staff, rope dart, and contact juggling.
Director of the Board
“Director” is the title given to an individual serving on the board of directors. Directors are in a fiduciary relationship with the Spinning Arts Foundation, meaning they owe legal duties to the corporation by virtue of their position as directors possessing voting power.
Officer of the Board
Individuals or “agents” elected by the BoD to carry out its directives or tasks. Officers are elected by the BoD and may or may not also be Directors of the Board. Officer positions include Executive Director, Treasurer, and Secretary.
The spinning arts are physical body movement based arts that include the use of an additional object, manipulated by the practitioner. Examples include hula hooping, poi, staff, rope dart, and contact juggling.
Director of the Board
“Director” is the title given to an individual serving on the board of directors. Directors are in a fiduciary relationship with the Spinning Arts Foundation, meaning they owe legal duties to the corporation by virtue of their position as directors possessing voting power.
Officer of the Board
Individuals or “agents” elected by the BoD to carry out its directives or tasks. Officers are elected by the BoD and may or may not also be Directors of the Board. Officer positions include Executive Director, Treasurer, and Secretary.