2017 BYLAWS OF THE PORTLAND BELLYDANCE GUILD
(The content therein may not be changed except by a Guild wide vote, as described in Article VII.)
ARTICLE I. NAME
The name of this organization shall be the Portland Bellydance Guild (hereafter, “Guild”).
ARTICLE II. PURPOSE
Guild Mission Statement:
The Portland Bellydance Guild is a membership organization with a mission to increase public awareness and appreciation for dance and music rooted in, or inspired by, the Middle-Eastern diaspora. We are committed to inclusively cultivating the collective talents of Portland Metro area performers, artisans, musicians, photographers, teachers, students, producers, and enthusiasts. We aim to ensure the presence of bellydance as a vital and growing art form in the Portland arts scene through community and audience education, community celebrations, engaging in high arts media and audience outreach, and by encouraging and supporting artistically excellent productions in the Portland area and beyond.
ARTICLE III. Membership
Section 1. Member Eligibility
The Guild is open to all students, teachers, musicians, photographers, artisans, performers, producers, and fans of Middle Eastern-inspired artistry except as described in Section 2 of this article. Members are not required to live in Portland to join or participate in Guild opportunities or events, though member’s events advertised through the Guild calendar will be restricted to those within a 2-hour driving radius of the Portland city center.
Section 2. Exclusion of Membership
The Council of the Guild, as elected representatives of the Guild membership, shall have the right, at their sole discretion, to refuse an application for membership, or deny renewal of, or expel, a member by unanimous vote of the Council. This decision may be appealed annually.
Section 3. Membership Definitions and Benefits
Paragraph a. Membership Definitions
"Member in Good Standing"
A ‘member in good standing’ is current on dues and maintains current contact information with the Guild.
An ‘active member’ is a member in good standing, that additionally has volunteered on at least one committee, Guild event, or other volunteer opportunity put forth by the Guild in the past year.
Paragraph b. Privileges of Membership
All members in good standing shall have voting privileges on Guildwide votes, may participate in all Guild events as availability and policy permits, and use all Guild services intended for the membership as listed in the publicly-available Membership Benefits document. Active members shall have all these privileges, and in addition may be eligible to hold elected and appointed offices, provided requirements for the office are met.
ARTICLE IV. DUES
Section 1. Fiscal Year
The fiscal year of the Guild shall be set by the Board and noted in the Standing Rules.
Section 2. Amount of Dues
Annual dues of the members shall be set by the Board and noted in the Standing Rules.
Section 3. Payment of Dues
Dues of new members may be paid at any time during the fiscal year, and, thereafter, are payable annually in accordance with the initial month of membership.
ARTICLE V. OFFICERS AND ELECTIONS
Section 1. Council and Representative Definitions
The Guild Council consists of elected officials President, Vice President, Secretary, Treasurer, and PR/Media Head.
Guild Representatives consists of up to twelve members, appointed by majority vote of the Board. The twelve Representative Positions are decided by the Board to best suit the overall needs of the Guild membership as a whole, and are listed in the Standing Rules.
The Board refers to both Council and Representatives as one collective unit. Members of the Board must maintain current membership, including dues, for the duration of their tenure.
Section 2. Elected Officers
Paragraph a. Offices that are Elected
The Elected Officers of the Guild shall include President, Vice-President, Secretary, Treasurer, and PR/Media.
Paragraph b. Length of Term
All Elected Officers shall serve a one (1) year term.
Paragraph c. Limit of Terms
No Elected Officer may serve more than four (4) consecutive full terms in any combination of Elected Offices positions. Any member serving four (4) consecutive terms will be eligible to hold an Elected Office position again after a one (1) year absence.Paragraph d. Authority
The Elected Officers shall have final approval on all matters before the Guild.
Section 3. Appointed Officers and Chairs
Paragraph a. Appointment
Guild Representatives shall be presented to the existing Board for approval and appointment by majority vote of the Board. Additional officers and chairs to be appointed shall be presented to the Elected Officers for approval and appointment by majority vote of the Council. All Appointed Representatives shall serve a one (1) year term.
Paragraph b. Eligibility
All appointed Representatives, officers and chairs shall be members in good standing.
Paragraph c. Length of Term
All Appointed Representatives shall serve a one (1) year term.
Paragraph d. Limit of Terms
No Appointed Representative may serve more than four (4) consecutive full terms in any combination of Appointed Representative positions. Any member serving four (4) consecutive terms will be eligible to hold an Appointed Representative position again after a one (1) year absence.
Paragraph e. All Other Appointed Officers and Chairs
1. Offices and chairmanships shall be created or dissolved by a majority vote of the Council as necessary for operating the Guild.
2. The Chair of a committee must be a member in good standing, and shall be under the direction of one officer of the Board as determined by the Council.
3. A Chair may form a committee as approved by the Council.
4. Any Guild Member in good standing may serve on a committee.
5. Committees may include Non-Members in advisory (non-voting) roles only.
Section 4. Office Compensation
No Board Member shall receive compensation for service to the Guild, be it monies, goods, or service, from members or those outside the Guild unless otherwise decided upon by a majority vote of the Board.
Section 5. Voting
Paragraph a. Voting within Board
1. Council and Representatives shall have one vote each.
2. In matters of policy, chair/committee appointment, Guild Partnerships, and day-to-day decisions of the Board, the Council may pass votes by simple majority. Representatives are then required to vote to accept, abstain, or dissent with the decision. If at any time a Representative disagrees with the vote or deems it necessary to discuss the matter further before a vote is decided, they may dissent and call a Full Vote that immediately annuls the Council vote in question. The Council and Representatives must then put the vote in question off for at least 24 hours, and in the interim place the matter up for general discussion within the Board. When the President has deemed that all of the Board members have had a chance to contribute as much as they wish to move the discussion forward, the President will call a re-vote. Re-votes require a simple majority of the entire Board to pass.
3. Only the President shall have the power to veto a vote of the Board. The veto must be in accordance with Section 8, Paragraph a of this Article.
4. All members of the Board shall have the Right of Consent. Right of Consent is defined as the right of a member to refuse to comply with a decision of the Board with regard to the duties of said member if said member does not have the means of meeting the demands of the decision after engaging in due diligence and making all other reasonable efforts or if meeting the demands of the decision requires the violation of law. Personal convictions or opinions are not grounds for refusing to comply. A member refusing to comply must provide an explanation showing good cause.
Paragraph b. Guildwide Voting
1. Guild members in good standing shall have one vote each (including Board members).
2. In matters of great import such as Council elections or major changes to board Brand/Image/Bylaws/Mission Statement, a General Election shall be held. All eligible Guild members may participate, and the Board must make a reasonable effort that each eligible member is aware of impending votes and nomination opportunities, in a timely fashion. Yes/no decisions may be passed by 65-35% Guild wide majority (percentage calculated from members who vote, not of the entirety of membership).
3. The Council may veto a Guildwide decision by unanimous vote. Guild Representatives may challenge a veto of this nature, and require a Guildwide revote.
Section 6. Election of Officers
Paragraph a. Terms
Every year, the offices of the President , Vice President, Secretary, PR/Media and Treasurer shall be up for Guildwide election.
Paragraph b. Incomplete Terms and Resignation
1. Any vacancy that occurs in any elected office shall be filled by presenting an appointee to the remaining Council members and appointed by Board vote as detailed in Section 5, paragraph a.of this article.
2. Council and Representative members may resign their position, if extreme personal or ethical concerns prevent them from completing their duties to the Guild during their elected term.
Paragraph c. Nominees
1. Any eligible member in good standing of the Guild may put themselves on the nominee list for Council elections.
2. Dates for submitting to the list of nominees shall be determined by the Board and noted in the Standing Rules, with a reasonable effort made to make all members aware of impending deadlines.
Paragraph d. Voting
Council elections shall be held via online form, in a manner determined by the Board.
Paragraph e. Installation of Officers
The change of office shall occur on a date set by the Board and noted in the Standing Rules.
Paragraph f. In the Event of No Nominee
In the event there is no member willing to be a nominee for an office, an active member in good standing shall be appointed, or the duties of the vacant office distributed amongst members of the Elected Officers, as approved by unanimous Council vote. Appointees to Council shall have all powers and privileges of the office as if they were elected.
Section 7. Removal of Elected and Appointed Officers
Paragraph a. Non-performance
A Council member, or Representative officer, or committee member not performing the duties of the office or position in a manner that allows the Guild to meet the needs of the membership may be removed from that office or position by unanimous vote of the Council, not including the officer or committee member being removed, for non-performance. Non-performance is behavior such as, but not limited to: consistent failure to perform duties, having little or no communication with the Board, continuing to belabor a topic that has already been decided by majority vote to the point of derailment or otherwise not cooperating with the Board in the operation of the Guild.
Paragraph b. Unacceptable Behavior
A Council member, or Representative officer, or committee member who behaves in a manner that is damaging to the Guild or its membership, impedes the operation of the Guild, or is contrary to the mission statement and goals of the Guild may be removed from office or position by a unanimous vote of the Council, not including the officer or committee member being removed.
Section 8. Duties of Officers
Paragraph a. President
Presides at all meetings of the Guild membership and of the Guild Board.
Manages and distributes meeting agendas.
Has supervisory authority over all Council, Representatives, Committees, and chairs of the organization, elected and appointed.
Ensures follow through on action items and deadlines for all Council, Representatives, and chair/committee heads.
Administer the Guild email inbox (email@example.com)
Forward messages to other board members as appropriate. For instance, forward financial matters to the Treasurer and emails requiring response or discussion to the rest of the Council and/or Board.
Distills discussions to most pertinent points and/or options to call votes, both in meeting and via email. If unable or ethically prevented from calling a vote, vote-calling duties go to VP, then Secretary, then PR/Media, then Treasurer in that order.
Keeps a big-picture view of the Guild’s goals and mission, and makes sure that the Board is at all times working towards them.
Acts as liaison between the Guild and all outside groups, except as assigned by these Bylaws, or as assigned by the President and approved by the Board.
Signs checks only with approval of the Board and then only in the absence of the Treasurer and Secretary.
Has the authority to override or veto a Board decision if the President deems the decision to damage previous agreements made by the Board with members, or persons outside the organization, without proper renegotiation, or if the decision is damaging, contrary, or otherwise incompatible with the mission or Bylaws of the Guild. (Not just because of personal disagreement with the outcome.)
Negotiates contracts, as needed, with advice of Treasurer.
In charge of making sure the website information remains updated and relevant, doing at least quarterly check-overs with the Website Representative or appointed person/persons.
Paragraph b. Vice-President
Schedules monthly meetings of the Board using Doodle, and notifies the Board Members of the time and place of the meetings.
Create Facebook event for meeting and invite board members.
Add Monthly Board meetings to website calendar.
Head of research and recruitment for potential new members and new Guild Activities.
Helps president as needed with compilation/distribution of agendas.
In charge of Adding New Events to the www.portlandbellydance.org website calendar when alerted of submissions by the President.
Oversees Community Engagements Committee chair(s), and makes sure all is on track.
Performs all necessary duties of the President in the absence of the President.
Paragraph c. Secretary
Keep an accurate record of Board and General Meetings.
Suggested to use the previous month’s meeting minutes on Google Drive as a template.
Include the following information:
Date, time, and location of meeting.
Names of all members in attendance.
Motions (passed or not), person making the motion, seconds, vote count, and final decisions made at the meeting. The results of all votes shall be available to the membership.
Have the following reference information available at meeting:
Guild Bylaws, amendments, and Standing Rules. (Hard copy or via Google Drive)
Guild website event calendar
Post meeting notes to guild website.
In Drive, copy the minutes document into the 2017 (or 2018, et al) Public folder, which is directly linked on our website.
Create and send member newsletter via our website’s newsletter/Email feature within one week of the board meeting.
Suggested to use the existing newsletter template in the Emails section of our website.
Newsletter should include:
Promotion of guild sponsored events
Community opportunities that may be of interest to members. Dancewire events for example.
Highlights from the most recent board meeting.
Guild committees seeking members.
Administer the Guild Google Drive
Assist other board members with finding content.
Move outdated content to a separate, archive folder.
Keep documents organized for ease of access.
Keeps all non-financial records and papers not specific to any other office in good order. Hard copies can be scanned and kept on Google drive if appropriate.
Paragraph d. PR/Media
Writes and submits press releases for Guild events and agendas.
Manages promotion of Guild events, online and otherwise.
Submit Guild events to Dancewire calendar.
Manages distribution of flyers as needed (assembles street team)
Create and send Event newsletter via our website’s newsletter/Email feature by the 25th of each month.
Suggested to use the existing Event newsletter template in the Emails section of our website.
Working with the Treasurer, places orders for promo materials and merchandise (e.g., postcards, Shirts etc.)
Has primary charge of Guild Facebook page, creates or assigns someone to create Guild event invitations, and is responsible for cross-posting Guild events in groups.
Solicits and Manages Guild Ticket Giveaways.
Organizes, contacts and follows up with volunteers for PR/Media related tasks.
Paragraph e. Treasurer
Reports to the Board each month on expenses (receipts, disbursement, and the balance).
Receives and holds all funds of the Guild and keeps an accurate set of records.
Writes checks for standing expenses and any minor expense less than a sum set by the Board and noted in the Standing Rules. All other expenses will require approval of the Board.
Pays all authorized bills incurred.
Keeps all financial records and books of the Guild, and has them open to any member in good standing.
Advises President on contract negotiations as necessary, advises Board on impact of any purchases or expenses being discussed.
Either handles taxes, or hires tax accountant to handle taxes.
Keeps an up-to-date record of membership with a copy of the list distributed to members at least once a year.
Keeps track of physical location and status of guild supplies (tabling decorations, promo materials, hafla supplies and decorations, merch, office supplies, etc.) and orders more for events as needed.
Working with the PR/MEDIA Head, places orders for promo materials and merchandise (e.g., postcards, Shirts etc.)
Paragraph f. General Council Duties
All Elected Council members must abide by the decorum, attendance and expectations terms listed in their Council Member Contract.
Section 9. Duties of Representatives
Paragraph a. General Representative Duties
All Appointed Representatives must abide by the decorum, attendance and expectations terms listed in their Representative Agreement.
Paragraph b. Specific Duties and Representative Titles
Specific duties for each Representative, and the twelve Representative titles will be listed in the Standing Laws.
Section 10. Meetings
Paragraph a. Board Meetings
1. Will be called by the President, and held at least once a month.
2. All Board Members shall be notified at least a week prior to a Board meeting.
3. Council Members are required to attend all Board meetings, barring emergency circumstances.
4. Representatives are required to attend at least 50% of monthly Board meetings, and must make an active effort to represent their Areas and duties by proxy, and keep up-to-date on Board decisions and discussion if they are absent from a meeting.
6. Finalized Board meeting dates will be posted for members to see, either on the website or in the Members Newsletter. Meeting dates are subject to change at any point if a scheduling conflict arises for the Board, but the members must be made aware of the new date.
7. If at any time any member of the Guild wishes to attend a Board meeting, they may. To do so, they must contact the Council via the firstname.lastname@example.org email address to RSVP, and to receive time and location information. Members must RSVP least three days before a meeting is to take place (to ensure there is adequate space at the meeting venue.) The Board MUST arrange for adequate space for the number of members who wish to attend, assuming adequate notice is given of number of attendees. If more than 10 members wish to attend one meeting with inadequate notice and a large space cannot be booked, the Board may limit the number of members attending to 10 due to space concerns.
ARTICLE VI. REVIEWS
Section 1. Financial Review
A member, other than a Board Member, shall make a review of the financial records once a year on a date set by the Board and noted in the Standing Rules, and provide a written report to the Board.
Section 2. Bylaws Review
A reading of the Bylaws shall be done by the members of the Board once a year on a date noted in the Standing Rules, analyzing the Bylaws for current relevance, errors, consistency, and clarity.
ARTICLE VII. AMENDMENTS
Amendments/changes to the Bylaws will be voted upon by the Guild membership in a manner determined by the Board. Said amendments/changes to the Bylaws shall be communicated to the membership prior to the vote with enough time for deliberation.