Article I - Mission Statement
The American College Dance Festival Association exists to support and affirm dance in higher education through regional conferences, the adjudication process, and national dance festivals. The educational mission of the Association is to foster creative potential, to honor multiple approaches to scholarly and creative research and activity, to promote excellence in choreography and/or performance, and to give presence and value to diversity in dance. The Association acts as a national membership service organization to strengthen the educational network for students and faculty within the academic dance community.
The Association shall operate without profit, so that no part of its earnings or assets shall ever be distributed as a dividend or inure to the benefit of any private shareholder or individual. The Association does not discriminate in leadership, admission or access to its programs and activities.
Article II - General Membership
Section l - Categories
There shall be two categories of membership: Institutional Members and Individual Members.
(a) Institutional Members shall include dance groups or dance departments/programs of institutions of higher learning. Each Institutional Member shall designate an individual who shall act as its authorized voting representative at the General Membership meetings. Each Institutional Member shall have one vote at all General Membership meetings to be cast by its authorized representative. An authorized representative may only represent one Institutional Member organization.
(b) Individual Members shall include any organization (other than institutional members) or individual interested in the mission of this organization. Individual Members shall have the right to vote and may attend and participate in all General Membership meetings.
Section 2 - Dues
Dues for each category of membership shall be established by the Board of Directors. Upon acceptance of dues by this Association, an institution, organization or individual shall automatically become a member in the appropriate category as outlined in Article II, Section l.
Section 3 - Meetings
An annual General Membership meeting shall be held during each fiscal year at a time and place to be set by the Executive Committee of the Board of Directors. Special meetings of the members may be called by the President of the Board or by order of the Board of Directors. The Secretary may call special meetings of the members upon written request of not less than twenty (20) Institutional Members.
The transaction of Association business necessitating action by the General Membership may be conducted only at a meeting at which there is a quorum present. A quorum shall be defined as one-tenth (l/10) of the voting members of the Association. The members may convene a meeting in the absence of the quorum. Any action taken or recommendations made will not be binding. At least thirty (30) days of written notice shall be given for any meeting of the members. Proxy voting shall not be permitted at General Membership meetings.
Article III - Board of Directors
Section l - Composition
The Board of Directors shall consist of representatives from each region and an Executive Committee. The membership of the Board shall consist of not less than fifteen (15) nor more than sixty (60) Directors, the number to be determined by the Board of Directors. The number of Board of Directors shall be defined as elected members, excluding any pro tempore members.
Section 2 - Qualifications
Every Director must be an Individual Member in good standing. In addition, at least one-half plus one of the members of the Board of Directors shall be representatives of Institutional Members of the Association in good standing.
Absence from two (2) consecutive meetings of the Board of Directors shall constitute good cause for a Director's removal from the Board.
Section 3 - Powers
The Board of Directors shall have membership voting privileges in the Association and exercise all the usual powers of the directors of a business association, and the immediate government and direction of the affairs of the Association. The Board of Directors shall make all rules and regulations which they deem necessary or proper for the government of the Association, and for the due and orderly conduct of its affairs and the management of its property, not inconsistent with the Charter and Bylaws of the Association. The Board of Directors may exercise all powers not expressly given to the General Membership.
Section 4 - Meetings
The Board of Directors shall meet and elect officers for the ensuing term, and meet thereafter at least once a year and at such other times and places as the Board of Directors or the President of the Board may direct. At meetings of the Board of Directors, a quorum for transaction of business shall consist of one-fourth (1/4) of the number of members of the Board of Directors or seven (7) Directors, whichever is larger. At all meetings of the Board, business shall be transacted by a majority vote of all Directors present and any action so taken shall be deemed the action of the full Board. At meetings of the Board of Directors, voting cannot be by proxy.
The Secretary of the Association, or in his/her absence a Secretary pro tempore chosen by the Executive Committee, shall keep a record of all its proceedings. These records shall be available to any member.
Section 5 - Nomination of Directors
The Board of Directors shall determine policy and procedures for nominations and elections of Board Members. The Vice President for Nominations and Membership shall solicit nominations for Directors from the General Membership.
Section 6 - Term of Office
Each Director of the Board shall be elected for no more than two (2) consecutive three-year terms after which he/she must rotate off the Board for a period of one year. Re-nomination may occur after the year of absence.
Section 7 - Regional Directors
One elected Board Member within each region shall be designated to serve as Regional Director. The function of the Regional Directors shall be determined by the Board.
Article IV - Officers
Section l - Manner of Election and Number
The officers of the Association shall be elected by the Board of Directors. The officers of the Association shall be: President of the Board of Directors, Vice-Presidents, Treasurer, and Secretary, all of whom shall be elected from among the Directors. The term of office for all officers shall be for three (3) years, with the exception of the President who serves one four-year term. At the time an officer is elected, his/her Board term will be extended to coincide with the officer term. The Treasurer may be re-elected without limitation. Other officers may be re-elected for a second three-year term, but cannot serve on the Executie Committee in the same capacity for more than six (6) consecutive years, with the exception of the President and Treasurer, as outlined. If an office has not been filled through an election process, the President may appoint a Board Member to fill that office until a successor is duly elected. Any vacancy occurring during the term of any officer shall be filled at the next meeting of the Board. The immediate past President shall serve ex-officio on the Board of Directors for one additional year. A President-Elect shall be elected one year before his/her office begins.
Section 2 - Duties
The President of the Board of Directors of the Association shall be the chief executive officer of the Association and shall execute the policies of the Association as directed by the Board of Directors. The duties of the other officers of the Association shall be such as usually pertain to their respective offices. Additionally, the duties of each officer of the Association shall include those as are prescribed and assigned to them by the Executive Committee of the Board of Directors.
Section 3 - Additional Officers and Agents
The Board of Directors shall have the power to appoint or hire officers, employees, or agents, as may be necessary in their judgment for the conduct of the business of the Association, and designate their titles and compensation, if any. These officers, employees, or agents will not have voting privileges in the Association.
Article V - Committees
Section l - Executive Committee
The Executive Committee shall consist of the Officers of the Association and up to twelve (12) other Directors, as determined by the Officers and approved by the Board. The Executive Committee shall have and exercise in the intervals between the meetings of the Board of Directors all powers of the Board which may lawfully be delegated in the management of the business and affairs of the Association. Half of the members of the Executive Committee shall constitute a quorum. It shall meet at the call of the President of the Board.
Section 2 - Special Committees
Such other standing or special committees as may be required to assist and advise the Board of Directors may be appointed by the President of the Board or elected by the Board of Directors, and may include members of the Association who are not Directors.
Article VI - Advisory Board
The Board of Directors may appoint an Advisory Board to the Board of Directors. This Advisory Board shall consist of outstanding individuals who are willing and qualified to advise and support the work of the Association, such individuals to be appointed by the Board. The Advisory Board Members shall not have the right to vote but may attend and participate in all membership meetings.
Article VII - Reports
Section l - Fiscal Year
The fiscal year shall begin on the first day of November and end on the thirty-first day of October.
Section 2 - Treasurer's Duties
The Treasurer shall keep a proper record of all monies received for the Association from all sources, and keep proper vouchers indicating the amount and nature of all expenditures. The monies of the Association shall be deposited in the name of the Association and all payments shall be made in its name.
Section 3 - Audit
The accounts of the Association shall be audited periodically by a designee selected by the Executive Committee.
Section 4 - Financial Report
A financial report shall be made to the Board by the Treasurer or Executive Director at least once annually. For Board-related business, additional financial reports shall be made available to members of the Board in such form as may be requested.
Section 5 - President's Report
The President of the Board shall present an annual report to the Board and to the members.
Article VIII - Amendments
Any amendments to the By-Laws must be approved by the Board of Directors and the General Membership. Approval must be by a majority vote, to be not less than two-thirds of a quorum. Members shall have a minimum of thirty (30) days previous notice of the proposed amendment prior to voting.
The Board of Directors shall make a recommendation, pro or con, concerning each proposed amendment when it comes up for action.
Article IX - Conduct of Business
All meetings of the Board of Directors and the Executive Committee will be conducted in accordance with Robert's Rules of Order.
Article X - Dissolution
In the event of the dissolution of the Association, any surplus funds remaining in the treasury after the satisfaction of all liabilities will be distributed to one or more national nonprofit organizations concerned with dance at the direction of the Board of Directors.