ECHO MODERN DANCE COLLECTIVE BYLAWS

ARTICLE I. NAME OF ORGANIZATION

The name of the corporation is Echo Modern Dance Collective.

 

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

Echo Modern Dance Collective is a non-profit organization for educational purposes. We are committed to cultivating a generative, collaborative, and creative modern dance community that is safe and inclusive. We aim to provide increased access to modern dance among the broader Chicago community via open classes for both dancers and non-dancers, performances, and collaborative events. We foster connections with a variety of artists belonging to different disciplines, in the effort to engender interdisciplinary artistic creations.

Section 2. Specific Purpose

Echo Modern Dance Collective provides consistent open classes and broader community events for dancers and non-dancers in the greater Chicago area. We also offer financially accessible performances for the public, given by modern dancers within the Chicago community who are pursuing non-dance careers. We strive to continually build relationships with artists of all disciplines to collaborate on interdisciplinary art projects and further our educational reach.

The specific objectives and purpose of this organization shall be:

  1. to provide instruction primarily in the style of modern dance to both dancers and non-dancers alike;

  2. to provide instruction secondarily in other dance styles, including but not limited to jazz, hip-hop, ballet, contemporary, and African dance, to both dancers and non-dancers alike;

  3. to provide performance and choreographic opportunities for trained modern dancers who have chosen to pursue non-dance careers and would not have these opportunities otherwise;

  4. to sponsor, host, and/or participate in events and activities that promote the art of modern dance and interdisciplinary collaborations that include modern dance.

 

ARTICLE III. MEMBERSHIP

Section 1. Classes

There shall be two classes of membership: Executive Members (voting members) and Performance Members (non-voting members). The Executive Members of Echo Modern Dance Collective shall consist of the Board of Directors.

Section 2. Qualifications

Qualifications for Performance Members shall be determined by the Board of Directors.

Section 3. Termination of Members

The Board of Directors, by a majority vote, may terminate the membership of any member who becomes ineligible for membership or suspend or expel any member for reasonable cause. Reasonable cause may be considered but not limited to the following:

●      Any member who uses vulgar language while present with Echo Modern Dance Collective.

●      Any member who consumes alcohol before or during an event with Echo Modern Dance Collective.

●      Any member that does not follow the requirements of Echo Modern Dance Collective.

●      Any member who shows disrespect for the authority of the Board of Directors.

●      Any member who works to the detriment of the functioning of Echo Modern Dance Collective.

●      Any behavior unbecoming a member representing Echo Modern Dance Collective.

Section 4. Resignation.

Any member may resign by filing a written resignation with the Board of Directors; however, such resignation shall not result in a refund of membership dues paid at the beginning of each season. This resignation also shall not result in the exemption from other charges accrued and unpaid by the member so resigning.

Section 5. Dues

Dues for Executive Members and Performance Members shall be established by the Board of Directors.

 

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Annual Meetings

An annual meeting of the members shall take place at the beginning of each season, the specific date, time, and location of which will be designated by the Board of Directors.  At the annual meeting, the members receive information from the Board of Directors pertaining to the upcoming activities of the collective. Members will receive notice of the time and location of the annual meeting minimum of 5 days before it is held.

 

Section 2. Regular Season Rehearsals

Regular rehearsals for all members will take place at designated times throughout each season. The specific date, time, and location of the recurring rehearsals will be designated by the Board of Directors. Performing members will be made aware via written notice and verbal explanation at the beginning of each season. If the Board of Directors wishes to alter the designated rehearsal time and location, they will provide the members with a minimum of 1 week’s notice.

 

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of Echo Modern Dance Collective shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and material goods of Echo Modern Dance Collective. The final say of managerial affairs is reserved by the President.

Section 2. Composition

The number of Board of Directors shall be fixed from time-to-time by the President but shall consist of no less than three (3) and no more than eight (8) including the following officers: President, Vice President, Fundraising Officer, and Community Engagement Officer.

New Board Members shall be voted on by the current Board of Directors. The members of the Board of Directors shall immediately enter upon the performance of their duties and shall continue in office until their successors have been inducted and qualified.

Each member of the Board of Directors shall be a member of Echo Modern Dance Collective and shall hold office for increments of one-year. If a Board Member wishes to remain in their previous position upon the conclusion of each year, they will be approved and reinstated through a majority vote by the Board of Directors.

Section 3. Regular and Annual Meetings

Meetings of the Board of Directors shall be held regularly at a time and a location designated by the President of Echo Modern Dance Collective. 

Section 4. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by the Board of Directors at a regular Board Meeting. 

Section 5. Compensation

Members of the Board of Directors shall not receive any form of compensation for their services as Board Members.

Section 6. Removal

Any of the Directors may be removed, with or without cause by a majority vote of the Board of Directors.

 

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice President, Fundraising Officer, and Community Engagement Officer.  All officers must have the status of active members of the Board.

Section 1. President

The President is the executive officer responsible for the operation of the group. They direct all meetings, call regular or special meetings of all Members, and appoint Board Members. They shall have general superintendence and direction of all Members of Echo Modern Dance Collective and see that their duties are properly performed. They shall also have general superintendence and direction of the group’s projects and activities.

Section 2. Vice President

The Vice President shall assist and advise the President in matters including scheduling rehearsals and events, coordinating internal affairs, and executing other projects or endeavors of Echo Modern Dance Collective.  They shall attend Board Meetings and provide insights into other matters of the collective’s logistics and functioning. 

Section 3. Fundraising Officer

The Fundraising Officer is the officer responsible for all fundraising efforts sought by the group. They shall direct grant research and the writing of grant applications. They shall also plan and manage fundraising events.

Section 4. Community Engagement Officer

The officers allotted to the Community Engagement position direct and oversee outreach activities related to community relationships external to the group. They increase involvement of dancers and non-dancers in the group’s community-facing events and cultivate the group’s inclusion and accessibility.

Section 5. Election of Officers

Officers will be elected with a majority vote of the current Board of Directors when needed.

Section 6. Removal of Officer

The Board of Directors with the concurrence of a majority vote at a meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 7. Vacancies

The Board of Directors with the concurrence of a majority of the members voting at the meeting will elect new Officers when a vacancy arises. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred. 

 

ARTICLE VII. Conflict of Interest and Compensation

Section 1: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Echo Modern Dance Collective) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Echo Modern Dance Collective or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

  1. Interested Person
    Any director, principal officer, or board member with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

  2. Financial Interest
    A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

    1. An ownership or investment interest in any entity with which Echo Modern Dance Collective has a transaction or arrangement,

    2. A compensation arrangement with Echo Modern Dance Collective or with any entity or individual with which Echo Modern Dance Collective has a transaction or arrangement, or

    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Echo Modern Dance Collective is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board decides that a conflict of interest exists.

Section 3. Procedures

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors with governing board delegated powers considering the proposed transaction or arrangement.

 

  1. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.

 

  1. Procedures for Addressing the Conflict of Interest

    1. An interested person may make a presentation at the Board of Directors meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

 

    1. The chairperson of the governing board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

    1. After exercising due diligence, the governing board shall determine whether Echo Modern Dance Collective can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

 

    1. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Echo Modern Dance Collective’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

 

 

  1. Violations of the Conflicts of Interest Policy

 

    1. If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

 

    1. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Section 4. Records of Proceedings

The minutes of the Board of Directors with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Director’s decision as to whether a conflict of interest in fact existed.

 

  1. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Annual Statements

Each director and officer with the Board of Directors delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,

  2. Has read and understands the policy,

  3. Has agreed to comply with the policy, and

  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 6. Periodic Reviews

To ensure that Echo Modern Dance Collective operates in a manner consistent with educational purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews may be conducted. The periodic reviews may include the following subjects:

  1. Whether partnerships, joint ventures, and arrangements with management organizations conform to Echo Modern Dance Collective’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further educational purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 7. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, Echo Modern Dance Collective may, but need not, use outside advisors.

 

ARTICLE VIII. INDEMNIFICATION

Section 1. General

To the full extent authorized under the laws of the State of Illinois, Echo Modern Dance Collective shall indemnify any director, officer, or agent, or former member, director, officer, or agent of Echo Modern Dance Collective, or any person who may have served at Echo Modern Dance Collective’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2. Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by Echo Modern Dance Collective in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3. Insurance

Echo Modern Dance Collective may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not Echo Modern Dance Collective would have the power or obligation to indemnify such person against such liability under this Article.

 

ARTICLE IX. BOOKS AND RECORDS

Echo Modern Dance Collective shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

 

ARTICLE X. AMENDMENTS

Section 1. Articles of Incorporation

The Board of Directors may amend The Articles of Incorporation by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within 5 days.

Section 2. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within 5 days.