By-Laws

Western Michigan University

Partners in Dance

By-Laws

Revised by the Board of Directors, September 21, 2004. Amended May 15, 2007

Article I: Name

The Name of this organization shall be Partners in Dance.

Article II: Purpose

The goals of the organization shall be:

To promote greater awareness of dance in the community.

To encourage greater participation in, and attendance at, University dance events.

To generate funds for special needs of Western Michigan University's Department of Dance, including student scholarships.

Article III: Membership

There will be nine levels of membership as follows:

Level Name	Contribution Required
Producer	$5,000+
Artistic Director	$2,500 - $4,999
Choreographer	$1,000 - $2,499
Principal	$500 - $999
Soloist	$250 - $499
Demi-Soloist	$100 - $249
Corps de Ballet (family)	$50 - $99
Dancer (individual)	$35 - $49
Apprentice (students only)	$10

All memberships shall be for the fiscal year July 1 through June 30.

Article IV: Privileges of Membership

All levels of members who make an annual contribution to the WMU Foundation/Partners in Dance shall be entitled to such privileges as the Board of Directors may determine, which may include:

Special post-production receptions

Pre-concert lectures

Names printed in Department of Dance programs

Advance background information regarding productions

Advance notice and preferential seating for major productions.

Field trips to attend professional dance performances.

Newsletter information.

Article V: Board of Directors

There shall be up to 20 directors of the organization who shall serve terms of three years. They shall be elected in such a way that one-third shall be elected annually. In addition, there shall be one WMU dance major/minor who shall be appointed by the Executive Director and shall serve a term of one year as a director. In the event that an elected director is unable to fulfill his/her entire term of office, the Board of Directors may elect a director to serve the remainder of the vacated term.

In addition to elected Board members, the Chair of the WMU Department of Dance shall serve as Executive Director of the organization and shall have voting privileges.

The Board of Directors shall have the powers necessary to accomplish the goals of the organization.

The Board of Directors shall maintain independence and objectivity and do what a sense of fairness, ethics, and personal integrity dictate. .

Article VI: Officers

The officers shall be: President, Immediate Past President, Vice President, Executive Director, Secretary, and Treasurer. The officers, except for the Executive Director, shall be elected by and from the Board of Directors at its first meeting following the annual election and serve until the election of officers for the following year.

The President shall be the chief executive officer of the organization and shall preside at all meetings of the Board of Directors.
The Vice President shall assist the President in the performance of his/her duties and in the absence of the President, shall perform the President's duties. He/she shall also perform such other duties as the President or the Board of Directors may prescribe. The Vice President shall serve for three consecutive years: one year as Vice President, one year as President, and one year as Past President.
The Secretary shall record all votes and minutes of the proceedings of the Board of Directors.
The Treasurer shall report to the Board of Directors on the financial status of the organization, and the organization shall operate on a fiscal year of July 1 to June 30.
The Executive Director shall be the Dance Department Chair at Western Michigan University. He/she shall maintain the roster of the membership, shall have custody of all funds deposited on behalf of the organization with the WMU Foundation subject to any restrictions imposed on the WMU Foundation by law or otherwise, and shall facilitate disbursement from same as recommended by the Board of Directors. He/she shall serve as liaison between the organization and The Department of Dance, Western Michigan University, and the WMU Foundation.

Article VII: Standing Committees

Standing and ad hoc committees will be determined by the needs of the organization. The responsibilities of such committees shall be delineated in a Policy Statement document. Policy statements will be reviewed by the Board annually.

Article VIII: Meetings

Meetings of the Board of Directors shall be called up to seven times per year. Other meetings may be called at any time by the President, Executive Director, or upon petition of any three members of the Board of Directors to the President.

Article VIII: Quorum

A quorum for the transaction of any business at meetings of the Board of Directors shall consist of a majority of its members.

Article IX: Rules of Order

Robert's Rules of Order, latest edition, shall be the parliamentary guide for the conduct of all business at meetings of the Board of Directors.

Article XI:Limited Liability for Volunteer Directors

Except as otherwise provided by law, and to the extent provided for in its liability and insurance coverage, Western Michigan University agrees to indemnify and hold harmless each director/officer of the Western Michigan University Partners in Dance from claims, liabilities, losses, damages and costs (including reasonable attorney fees, but excluding any settlement costs unless agreed to in writing by the University) arising out of any decision, act and/or omission made by that director/officer within the scope of his/her service as a Partners in Dance director/officer, provided that such decision, act, or omission was in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interest of Partners in Dance and Western Michigan University, including the depositing of funds on behalf of the Partners in Dance, Western Michigan University, or the Western Michigan University Foundation.

In any case in which indemnification or legal defense is sought, the director/officer seeking indemnification, as a condition for indemnification or legal defense, shall (I) notify the University's General Counsel within seven (7) calendar days after receiving or being served with any claim, action, or lawsuit (ii) afford the University the opportunity to defend such claim and control the litigation settlement and other disposition of such claim; and, (iii) fully cooperate in connection with such defense, litigation, settlement or disposition. The director/officer shall have the right, but not the obligation, to be represented by his/her own counsel, at his/her own cost and expense.

Notwithstanding the above, these obligations regarding indemnification and defense shall not apply with respect to any willful or knowing misconduct or gross negligence on part of the director/officer. In addition, nothing in this article shall be construed to be a waiver of any governmental immunity defense, and Western Michigan University expressly reserves all of its rights and defenses.