ARTICLE I NAME AND SEAT

ARTICLE I NAME AND SEAT

1. The name of the Northern California Chapter of the United States Amateur Ballroom Dancers Association, Inc. shall be "USABDA NorCal".

2. The seat of USABDA NorCal shall be the address of the Incumbent President unless otherwise directed by the Board.

1. USABDA NorCal shall function as the Northern California Chapter of the United States Amateur Ballroom Dancers Association, Inc. (herein called "USABDA National") and will:
   1. Abide by the Bylaws and any other Rules which are adopted by USABDA National.
   2. Engage in activities which serve to promote and support Amateur Ballroom Dancing to the extent allowed by USABDA National's Bylaws and Rules.
   3. Act as a liaison between the chapter's members and USABDA National as required.

1. Membership in USABDA NorCal is granted by USABDA National.

2. Membership categories and privileges shall be determined and regulated by USABDA National. (One such member category referred to herein is "Voting Members").

1. AUTHORITY:  The management and administration of USABDA NorCal shall be vested in the Board of Directors (herein called "the Board").

2. COMPOSITION:  The Board shall consist of nine (9) members (herein called "Board Members"). The number of Board positions actually occupied shall be referred to herein as "the total number of Board Members".

3. QUALIFICATIONS:  Board Members must be Voting Members of USABDA NorCal in good standing.

4. GENERAL ELECTIONS:
   1. Board Members shall be elected by the Voting Members of USABDA NorCal every two (2) years (herein called a "General Election").
   2. Written requests for nominations shall be mailed to all Voting Members at least one (1) month in advance of the general election.
   3. Ballots shall be mailed to all Voting Members and shall clearly indicate the return address and the deadline for the receipt of ballots.
   4. The nominees with the largest number of votes shall be assigned Board positions sequentially.
   5. In the event that a tie vote occurs between last nominees to be assigned Board positions, then the Board Members who received a larger number of votes shall decide which shall be elected to the remaining Board positions at the first Board meeting following the general election.
   6. The Board shall hold a General Election within two (2) months following the receipt of a petition signed by twenty-five percent (25%) or more of the Voting Members of USABDA NorCal which calls for a General Election.

5. RESIGNATION:  A Board Member may resign at any time. Resignations shall be submitted in writing and will become effective at the time specified therein. If no time is specified, then upon receipt.

6. RESIGNATION BY ABSENCE:  A Board Member who is absent from more than three (3) consecutive board meetings or absent from more than 60% of the total meetings of the Board during any six (6) month period, may, upon concurrence of a majority of the remaining Board Members, be considered to have Resigned by Absence.

7. REMOVAL:  A Board Member may be removed by a unanimous vote of the total number of the remaining Board Members with or without cause.

8. VACANCIES:  Vacancies on the Board shall be filled by the Board by appointment.

1. OFFICER POSITIONS:  The following positions shall exist. The persons with these positions shall be called  Officers .
   1. President
   2. Vice-President
   3. Secretary
   4. Treasurer

2. QUALIFICATIONS:  Officers must be current Board Members.

3. ELECTIONS:  All Officer positions shall simultaneously be filled or ratified by written ballot with a majority vote of the Board as the first item of business when any of the following occurs:
   1. At the first meeting of the Board following a general election.
   2. An Officer position is vacated for any reason.
   3. One half (1/2) or more of the total number of current Board Members call for an election at a Board Meeting.

4. In the event that votes are made for more than two (2) candidates for an Officer position, a runoff election will be held between the two (2) nominees who receive the largest number of votes.

5. PRESIDENT'S AUTHORITY AND RESPONSIBILITIES:  The President shall:
   1. Preside at all meetings of USABDA NorCal.
   2. See that the orders and resolutions of the Board are carried out.
   3. Be an ex-officio member of all USABDA NorCal committees.
   4. Have other authorities and responsibilities as designated by the Board.

6. VICE-PRESIDENT'S AUTHORITY AND RESPONSIBILITIES:  The Vice-President shall:
   1. Act in the place and stead of the President in his or her absence or incapacity.
   2. Succeed the President in the event of a vacancy in the office of the President until a new President is elected.
   3. Have other authorities and responsibilities as designated by the Board.

7. SECRETARY'S AUTHORITY AND RESPONSIBILITIES:  The Secretary shall:
   1. Keep the minutes of all meetings of USABDA NorCal.
   2. Record all votes at meetings and actions taken between meetings.
   3. Distribute the minutes to all Board Members before the next regular meeting.
   4. Correspond with other individuals and organizations on behalf of USABDA NorCal.
   5. Maintain the USABDA NorCal Bylaws and distribute copies to all Board Members.
   6. Have other authorities and responsibilities as designated by the Board.

8. TREASURER'S AUTHORITY AND RESPONSIBILITIES:  The Treasurer shall:
   1. Be responsible for collecting and depositing all moneys due USABDA NorCal.
   2. Sign all checks, drafts and notes of USABDA NorCal.
   3. Maintain complete and accurate financial records.
   4. Present financial statements at the Board meetings.
   5. Perform any financial reporting requirements of USABDA National.
   6. Have other authorities and responsibilities as designated by the Board.

9. DELEGATION:  Officers may delegate specific tasks to other individuals or committees, but shall retain the responsibility for those tasks.

10. RESIGNATION:  An Officer may resign at any time. Resignations shall be submitted in writing and will become effective at the time specified therein. If no time is specified, then upon receipt. After resignation as an Officer, the individual shall continue to be a Board Member, unless he or she also resigns from the Board.

1. AUTHORITY:  Standing or ad-hoc committees may be created or dissolved, and given specific authorities, responsibilities and/or tasks by the Board.

2. CHAIRPERSON:  Each committee shall have a chairperson (herein called the  Chairperson ) who is appointed by the Board. The Board may appoint a new Chairperson at any time.

3. CHAIRPERSON'S RESPONSIBILITIES:  The Chairperson shall be responsible for:
   1. Presiding over the committee's meetings.
   2. Recruiting, appointing and dismissing committee members.
   3. Effectively implementing the authorities, responsibilities and/or tasks assigned to the committee by the Board.
   4. Reporting on the committee's actions to the Board in writing or in person at intervals determined by the Board.
   5. Seeing that the committee abides by the USABDA National Bylaws and Rules, the USABDA NorCal Bylaws, and the policies of the Board.

4. LIMITATIONS:  Committees shall not:
   1. Incur indebtedness on behalf of USABDA NorCal or otherwise commit USABDA NorCal without the prior approval of the Board.
   2. Circumvent or alter the rules, policies or procedures of USABDA National or USABDA NorCal.
   3. Exceed their prescribed duties or functions.

ARTICLE VII MEETINGS

1. REGULAR MEETINGS:&nbs; Regular meetings of the Board shall be held as determined by the Board. All Board Members and Committee Chairpersons shall be notified at least two (2) weeks in advance.

2. SPECIAL MEETINGS:  Special Board meetings may be called for any purpose at the order of the President, or if he/she is absent or unable or refuses to act, then on the order of the Vice-President or any three (3) Board Members. Notice of special meetings must be communicated to all Board Members and Committee Chairpersons at least two (2) days in advance.

3. GENERAL MEETINGS:  A meeting shall be held at least once each calendar year for the entire USABDA NorCal membership. Notice of the meeting shall be made in writing to all USABDA NorCal members at least two (2) weeks in advance.

4. VOTES:  Unless otherwise specified in these Bylaws, all decisions of the Board shall be reached by a simple majority of the Board Members present at a meeting, provided a quorum of two-thirds (2/3) of all current Board Members exists.

5. TIE VOTES:  Votes resulting in a tie shall be re-considered at a later time.

6. PROXY VOTES:  Board Members who will be absent from a meeting may communicate their proxy votes on specific issues:
   1. In writing, or
   2. Verbally to at least two (2) other Board Members who will attend the meeting.

7. MEETINGS IN THE ABSENCE OF A QUORUM:  In the absence of a quorum, the Board may hear reports and hold discussions, however any decisions reached must be approved by the required number of Board Members at a later time before taking effect, unless a quorum exists on specific issues by virtue of proxy votes.

8. VOTES BETWEEN MEETINGS:  In-between meetings, decisions which can not or should not be delayed until the next meeting may be made with the agreement of at least one-half (1/2) of the total number of Board Members by telephone, etc. These decisions shall be documented and presented to the full Board at the next meeting.

9. MEETING ATTENDANCE:  Board meetings shall be open to the following individuals, unless the Board votes to hold a closed session:
   1. All USABDA NorCal members without invitation.
   2. Officers or Committee Members of USABDA National without invitation.
   3. Other interested individuals upon invitation by a Board Member and concurrence of the Board.

ARTICLE VIII PARLIAMENTARY AUTHORITY

1. Robert's Rules of Order Newly Revised shall be the Parliamentary Authority of USABDA NorCal except where they are inconsistent with the USABDA National Bylaws or Rules, these Bylaws or any special rules the Board may adopt.

1. AMENDMENTS:
   1. These Bylaws may be amended or repealed by two-thirds (2/3) of votes received from the Voting Members of USABDA NorCal in good standing by mail ballot, provided that ballots are received from twenty-five percent (25%) or more of the Voting Members.
   2. Amendments may be proposed by the Board or upon petition by twenty-five percent (25%) of the Voting Members of USABDA NorCal. Ballots shall be mailed within one (1) month from the receipt of such a petition.

2. NOTIFICATION:  After amendment, copies of the new Bylaws shall be provided to the USABDA National President, Secretary and Regional Vice-President.

3. CONFLICTS:  In the event of conflicts, the order of priority of control shall be:
   1. USABDA National Bylaws and Rules.
   2. These Bylaws.
   3. Policies adopted by the Board.