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Who and What is the A. B. A. ?
Who Are We?
The American Bop Association serves as the coordinating body
for member clubs who are dedicated to the preservation and promotion of the
broad range of dance and music styles more commonly known as bop, swing,
jitterbug, and shag, that also includes west and east coast swing. The
association strives to enhance inter-club communication and promotional
coordination of activities throughout the membership.
What Are We?
The American Bop Association is a non-profit corporation with
two levels of membership. The first level of membership is referred to as
"regular/full" member. This level is open to any non-profit or
not-for-profit incorporated dance club committed to sharing the
goals and purposes of the A. B. A. In order to become a "regular/full" member,
an application packet must be obtained from the A. B. A. Membership
Chairperson, completed in it's entirety, and then each of the existing
member clubs vote on the applying club's acceptance into the association.
Currently, the association includes 26 "regular" member clubs spread out
over 14 states, as well as, 9 "associate" members.
The second level of membership is referred to as
"Associate" membership which does NOT require formal incorporation as
a non-profit or not-for-profit registered corporation. Any individual or group
may join at this level. Membership at this level will includes full
communication and association, just no voting privileges with regard to formal
matters brought before the full board of directors nor membership approval.
The Association periodically elects individuals and couples
who have demonstrated exceptional dancing skills and/or exceptional dedication
to the dance community served by the Association to the
A. B. A. Hall of Fame.
BYLAWS
OF THE AMERICAN BOP ASSOCIATION
(As
Amended
January 17, 2004
)
Article I
Organization
Section
1. The name of the organization shall
be AMERICAN BOP ASSOCIATION, INC. It may also be referred to as Association or
ABA.
Section 2. The Association shall be
incorporated in the State of
Tennessee
as a non-profit or not for profit corporation and shall maintain a registered
agent in the State of
Tennessee.
Section
3. The fiscal year of the Association
shall be the calendar year.
Article II
Purpose
Section 1. The American Bop
Association, Inc., is a non-profit Association of groups known as Bop, Swing,
Shag, and Jitterbug dance clubs established to provide communications among
member clubs, to serve as a coordinating body for member club activities, and to
sponsor activities of mutual interest to member clubs.
Section
2. The goal of the Association
is to promote and preserve bop, swing, shag, and jitterbug dance styles and the
heritage of those styles of music that center on the beat and rhythm that best
suits the styles of dance known as bop, swing, shag, and jitterbug; and to
inform member clubs of dancing activities of wide interest.
The Association will also assist groups that desire to establish new
dance clubs.
Article III
Qualifications for Membership
Section 1.
The Association shall have two classes of membership, Regular and
Associate. Regular membership in the
Association is open to any non-profit or not for profit bop, swing, shag, or
jitterbug club adhering to Article II of the Association
s Bylaws which has
duly elected officers and/or governing body, a written charter and bylaws, and
regular meetings. Clubs seeking
Regular membership in the Association shall submit a written application to the
Membership Committee together with a copy of their bylaws and corporate charter.
An initiation fee and the first year of annual dues must be submitted
with the application.
Section 2. Associate membership in the
Association shall be open to any group, organization, business, or individual
that adheres to Article II of the Association
s Bylaws.
Those seeking Associate membership in the Association shall provide a
written application requesting membership which shall contain a detailed
background of the prospective member as to their experience, involvement, and
interest in bop, swing, shag, and jitterbug styles of dance.
Associate members will pay one-half the Regular member initiation fee and
one-half the Regular member annual fee. Fees
must be submitted with the application.
Associate members are entitled to the following benefits:
a.
Attendance at all American Bop Association Director
Meetings.
b.
Receipt of up to date rosters showing all Regular and
Associate members.
c.
Receipt of all regular correspondence from the
ABA
,
including minutes of meetings.
Associate
members are not entitled to:
a.
Any voting rights.
b.
Hold any office.
c.
Any participation in pre-registration fees from
ABA
sponsored events.
d.
Receive any correspondence from the
ABA
by
certified mail.
Section 3.
The
Membership Committee, which shall consist of at least three members, including
the chairperson, shall review all applications for Regular or Associate
membership and shall make recommendations as to acceptance or rejection either
directly to the Board of Directors or to the President for his/her presentation
to the Board of Directors. Committee
recommendations to the Board of Directors may be made by the Committee or by the
President either in person, by mail, or by phone.
A vote of the Board of Directors for membership may be conducted in
person, by mail, or by phone and a positive vote of at least two-thirds of all
Directors shall be required in order to approve an applicant for membership.
If an application is rejected, that club
s application fees and dues
shall be promptly returned.
Section 4.
A Regular or Associate member may have its membership revoked by a
majority vote of the entire Board of Directors for any just or proper reason as
determined by and voted on by the Board of Directors.
Section 5.
The Board of Directors shall establish initiation fees and annual
dues for members. Dues notices for
the coming year shall be sent to members by November 15 of each year.
Dues shall be payable no later than December 31 of each year for the
coming year. Any Regular or
Associate member whose dues are delinquent as of January 31 or the date of the
Annual Meeting, whichever occurs first, shall automatically have its membership
revoked. The Treasurer shall send a
notice to the Director of the Regular member or to the spokesperson of the
Associate member as soon as possible after February 1 advising them of
their membership revocation for non-payment of dues.
Section 6.
Any member having its membership revoked may reapply for membership
after ninety (90) days following revocation.
Article IV
Officers
Section 1.
The
officers of the Association shall be a President, Vice President, Secretary, and
Treasurer. The officers shall be
duly elected from the Board of Directors. These
officers shall perform the duties prescribed by these Bylaws and the
parliamentary authority adopted by the Association.
Section 2.
The officers
terms of office shall be two (2) years and shall be
staggered so that the President and the Treasurer will be elected one year and
the Vice President and Secretary will be elected the following year.
Section 3.
President.
The President shall be the principal executive officer of the Association
in charge of the business and affairs of the Association.
He/she shall be subject to the advice and consent of the Board of
Directors. He/she shall be in charge
of setting an agenda for the annual meeting of the Association and mailing it to
the Board of Directors at least two weeks prior to the meeting.
The President shall appoint all committee chairpersons not elected by the
Directors and shall be an ex-officio member of all committees.
He/she shall preside over all meetings of the Board of Directors and all
correspondence on American Bop Association stationery shall be under his/her
supervision. The President shall
prepare an annual budget and submit it to the Board of Directors for approval at
the annual business meeting and shall be responsible for its proper execution.
The President shall have voting rights only in case of a tie vote.
The President can authorize expenditures up to two hundred fifty dollars
($250.00) without prior Board approval, but with the approval of a majority of
the present officers of the Association; however, the President is accountable
for these expenditures.
Section 4.
Vice President. The Vice
President shall assist the President in the discharge of his/her duties as the
President may direct, and shall perform such other duties as may be assigned by
the President or the Board of Directors. In
the absence of the President, or in the event of his/her inability or refusal to
act, then the Vice President shall perform the duties of the President and, when
so acting, shall have all the powers of and be subject to all restrictions upon
the office of the President. The
Vice President shall also be the Chairperson of the Membership Committee.
Section 5.
Secretary. The Secretary
shall maintain the permanent records of the minutes of meetings of the Board of
Directors and shall see that all notices are duly given in accordance with the
Bylaws, or as required by law. The
Secretary shall provide copies of minutes to all Regular and Associate members.
He/she shall be custodian of the corporate seal (if a corporate seal is a
requirement) and all corporate records. The
Secretary shall maintain a register of addresses, telephone numbers, and names
of Directors and Alternate Directors of each member club; keep a current list of
all property belonging to the Association and its current location; file any
reports required of the Association by federal, state, or local governments;
perform all duties incidental to the office of Secretary and such other duties
as may be assigned by the President or the Board of Directors.
Section 6.
Treasurer. The Treasurer
shall be the principal accounting and financial officer of the Association.
He/she shall be responsible for the maintenance of adequate books of
account, have charge, custody and responsibility for all funds, securities, and
monies of the Association, and be responsible for the receipt and disbursement
of funds. He/she will perform all
duties incidental to the office of Treasurer and other duties as, from time to
time, may be assigned to him/her by the President or the Board of Directors.
If required by the Board of Directors, the Treasurer shall post bond for
the faithful discharge of his/her duties in such sum and with such surety or
sureties, as the Board of Directors shall determine.
All checks shall require two (2) signatures, the Treasurer and another
officer of the Board of Directors. No
funds shall be expended without prior approval of the Board of Directors except
for the administrative costs duly required for the monthly operation of the
Association. The Treasurer shall
file with the Board and have available quarterly financial reports.
Subject to a vote by the Board of Directors, the Treasurer shall have the
option of maintaining the Association bank account in his/her city of residence.
Upon leaving office, the Treasurer shall submit a final itemized
financial report to the Board of Directors.
Section 7.
In the event an officer of the Association is replaced as the
designated Director from his/her club prior to the expiration of the officer
term of office, the officer shall be permitted to complete his/her term provided
he/she continues to be a member of an ABA Regular member club.
However, this officer shall not have a vote among the Board of Directors
and shall not be eligible for re-election unless he/she has again been named
designated Director of another
ABA
club.
This ineligibility for re-election shall not apply to the position of
President. The person holding the
office of President may run for re-election even though he/she is no longer a
club Director, provided he/she is still a member in good standing of an ABA
Regular member club.
Section 8. The Board of Directors may
remove an officer from office for malfeasance, nonfeasance, or actions
detrimental to the Association. Such
action shall require a vote for removal of at least two-thirds of the entire
Board of Directors.
Section 9. In the event of the death
of an officer or of the officer
s resignation or removal, the President may
appoint a Director to serve in this vacated office until the next annual
business meeting. In the event that
this next annual business meeting falls between the resigned or removed
officer
s two-year term, the Directors shall elect a member to fill the
officer
s unexpired term.
Article V
Meetings
Section
1. A business meeting of the Board of
Directors shall be held at least annually. Additional
meetings, as needed, may be called by the President.
In addition, a majority of all Directors may call a special meeting in
the event they believe such a meeting is necessary and the President is
unwilling to call the meeting.
Section
2.
A quorum shall be required in order to conduct any official meeting of
the Association. A quorum shall
consist of two-thirds of the Directors for any regular or called special
meeting.
Section 3.
Directors shall be notified by the President or the Secretary of the time
and purpose in advance of any regular or called meeting.
Notification may be by letter, by
ABA
newsletter, or by phone.
Section 4.
Upon the President
s determination that an emergency situation warrants
quick action, votes shall be conducted by mail and/or telephone and the
President shall attempt to contact each and every Director in such situations.
Any emergency action requires a two-thirds majority vote of all
Directors.
Section 5.
The rules contained in Roberts Rules of Order, latest version, shall
govern the Association in all cases to which they are applicable and in which
they are not inconsistent with these Bylaws and any special rules of order the
Association may adopt.
Article VI
Executive Board
Section 1.
The Association shall be governed by a Board of Directors composed of one
(1) representative elected or appointed by the governing body of each Regular
member club of the Association. Associate
members of the Association shall not be entitled to a position on the Board of
Directors. Each representative
(Director) shall have the apparent, assumed, and complete authority to vote on
behalf of his/her respective club on all matters, without limitation, brought
before the Board of Directors. Each
Director shall have the responsibility for the promotion of the
ABA
within his/her respective club.
Section 2.
The Director of each Regular member club in good standing shall be
entitled to one (1) vote on every matter brought before the Board of Directors.
Member clubs shall designate, in writing, the name of an Alternate
Director replacing their designated Director should the designated Director be
unable to attend a Board meeting. Should
both the designated Director and the Alternate Director be unable to attend a
meeting, then a third party may be appointed by the member club president to
represent his club, provided the member club president submits a letter of
authority stating such representation. Such
third party appointment shall be considered a proxy and, if unlimited, may be
voted by the third party on any matter brought before the Board of Directors
except for dissolution of the Association or removal of an officer.
Notwithstanding the President
s having voting rights only in case of a
tie vote, he/she may vote a proxy from a member club.
Section 3.
Should a Director vacancy by a member club occur for any reason, then
that member club should immediately fill the vacancy by selecting a successor
Director to the Board. A replacement
Director for a member club becomes effective when the Secretary has been
notified in writing of the appointment by the president of the member club.
Section 4.
When a member club Director is elected President of the American Bop
Association, then that member club is entitled to elect a new Director as a
replacement, inasmuch as the President
s role in the Association is to
represent all member clubs.
Section 5.
Any time the phrases
the entire Board of Directors
or
Directors
are used in these Bylaws, it means a count of all Association
Directors, present or not present.
Section 6.
Upon completion of his or her term of office, if not re-elected to
another term and if not removed for cause, and, provided that he or she is still
a member of an ABA Regular member club, the President of the Association shall
participate as a non-voting member of the Board of Directors for a two year
period following his or her last term as President.
Article VII
Committees
Section 1.
Any Committee, standing or special, shall be appointed by the President
from time to time and as deemed necessary to work for the Association.
Section 2.
Committee chairpersons or committee members may be appointed or continue
to serve who are not or who are no longer a Regular member club
s designated
Director, so long as they are a member in good standing of an ABA Regular member
club. In the case of an appointment
of a non-Director to be a committee chairperson or committee member, the
President must obtain the approval of a majority of the Board of Directors to
the appointment.
Article VIII
Autonomy of Member Clubs
In order to preserve the local autonomy of an individual member club, the
following is established:
a.
The Association shall not establish criteria for
membership in any member club.
b.
The Association shall not take an official position
involving disputes within and among any individual member clubs except in
circumstances where the welfare of the Association is directly or critically
involved, as directed by a majority vote of the Board of Directors.
c.
Notwithstanding the above, the Association
s Board of
Directors, by a two-thirds vote, may disapprove of the ABA designated Director
or Alternate Director of a member club, in which case the member club shall be
required to appoint another of its members as its ABA Director or Alternate
Director.
Article IX
Amendment of Bylaws
Section 1.
Proposed amendments of the Bylaws must be mailed to the Board of
Directors sixty (60) days prior to the next scheduled meeting.
Otherwise, any proposed amendment may not be acted upon until a later
meeting.
Section 2.
Proposed amendments of these Bylaws must be approved by a two-thirds vote
of the entire Board of Directors, in person or by proxy.
Article X
Dissolution of the Association
Section 1.
Dissolution of the Association can occur only with the agreement of
two-thirds of the entire Board of Directors.
Section 2.
Upon agreement to dissolution of the Association, the Treasurer will pay
all outstanding debts and divide the remainder of monies equally among the
active member clubs. All property
accumulated by the Association will be sold and the monies distributed equally
among active member clubs. Associate
members will not be included in the division of property or assets.
Article XI
Standing Rules
The Board of Directors shall
establish rules to implement the Association's Bylaws and for the effective
transaction of Association affairs. The Standing Rules shall not require prior
notice for adoption, amendment, or repeal. They shall be attached to, but not be
a part of the bylaws. Each Standing Rule shall be labeled, numbered, and contain
the date of its passage or amendment.
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