BYLAWS OF DESERT SWING DANCE CLUB

           A California Nonprofit Mutual Benefit Corporation

AMENDED AND RESTATED APRIL 10, 2005

The name of this Corporation is DESERT SWING DANCE CLUB (Hereinafter also referred to as the “Club”)

1.Article 1:   OFFICES OF THE CORPORATION

2 Article 2: PURPOSES AND LIMITATIONS

2.1. General Purpose: To promote West Coast Swing Dancing (herein­after referred to as Swing Dancing) and fellowship through holding dances and other lawful social and recreational events.

2.2. Specific Purposes:

2.2.1.   Organize dances and other social functions and charge an admission fee when deemed appropriate.

2.2.2.   Organize specific fundraising activities as needed to defray any operating deficits.

2.3. Limitations:

2.3.1.   No part of the net earnings of the Corporation shall inure to the benefit of any Member as defined for purposes of Section 501 (c) (7) of the Internal Revenue Code of 1986.

2.3.2.   This Corporation shall not engage in any activity that conflicts with its status as a Nonprofit Mutual Benefit Corporation.

3. Article 3:   MEMBERSHIP

3.1. Qualifications: Any person dedicated to the purpose of this Club shall be eligible for membership upon receipt of applica­tion and the payment of such dues and fees as the Board may fix from time to time.

3.1.1.   Dues, Fees, and Assessments: Each Member within the meaning of Section 5056 of the California Corporation Code must pay required money, within the time and amounts to be set by the Board. Dues are payable in advance and are non-refundable.

3.1.2.   Good Standing: Those Members who have paid the required dues, fees, and assessments in accordance with these Bylaws, and who have not resigned as Members, shall be Members in good standing (hereinafter referred to as "Members").

3.2. Rights of Membership: The rights, privileges, interest and benefits of each Member shall be equal. Members in good standing shall have the right to vote on the election of Officers and Directors At Large (hereinafter all may be re­ferred to as “Directors”); on the disposition of any or all assets of the Corporation; and on any election to dissolve the Corporation. In addition, Members shall have all rights afforded Members under the California Nonprofit Mutual Benefit Corporation Law. If the Corporation is dissolved, Members shall receive a pro-rata distribution of all assets remaining after provision for payment of the obligations and debts of the Corporation and provision for any other payment required under applicable law.

3.2.1.   Members’ Inspection Rights: Upon written request to the Secretary, stating the purpose (reasonably related To Mem­ber’s interest as a Member), a Member may inspect minutes, membership records, and/or financial records. The Secretary shall present the request to the Board at the next scheduled Board meeting. The requested approved items will be available within 15 business days after that Board meeting.

3.3. Termination of Membership: Termination will occur upon written request of the Member to withdraw; upon expiration of a period of membership wherein the Member fails to pay dues, fees, or assessments within 30 days after they are due and payable; or Member is expelled.

3.4. Expulsion: Expulsion of a Member will be based on the good faith determination by a majority of the Board, that the Mem­ber has failed in a material and serious degree to observe the rules of conduct of the Club, or had engaged in conduct mater­ially and seriously prejudicial to the purposes and interest of the Club.

3.4.1.   Procedure for Expulsion: If grounds appear to exist for expulsion of a Member, the procedure set forth below shall be followed:

3.4.1.1.    The Member shall be given notice of the proposed expulsion and the reasons for it, by certified mail to the Member’s last address as shown in the Club’s records.

3.4.1.2.    The Member shall have 15 business days to respond by certified mail from the date of receipt or refusal of the notice of expulsion.

3.4.1.3.    The Board, by majority, shall decide whether or not the Member should be expelled, or sanctioned in some other way. The decision of the Board shall be final.

3.4.1.4.    Such expelled person will not be eligible to re-apply for membership without unanimous approval of the Board.

3.5. Change of Address: Members must immediately notify the Member­ship Chairman of any change of address, and failure to do so shall be deemed to have waived the right to notices.

3.6. Misrepresentation and Misuse of Club: No Member of the Club shall in any way use the Club or the Club’s name for their own personal gain or enterprise.

3.7. Personal Conduct: Anti-social behavior such as drunkenness, foul language, discourtesy, improper advances, or other anti-social behavior shall not be tolerated at Club events. The Board is authorized to take disciplinary actions as necessary.

4. Article 4:   MEETINGS OF MEMBERS

4.1. Place of Meetings: Meetings of the Members shall be held at any place designated by the Board, and accessible to the Members.

4.2. Annual Meeting: An Annual Members’ Meeting shall be held the first Sunday dance in March of each year, unless the Board fixes another date and so notifies Members. At this meeting any proper club business may be transacted and Candidates currently running for the Board of Directors (including Officers) shall have an opportunity to address the electorate present.  Ballots, which have been previously prepared, shall be mailed to all members in good standing within 3 days after the Annual Members Meeting.  The Election Committee shall count the ballots at the first Sunday Dance in April and the results announced as soon as they are known.

4.3. Special Members’ Meetings:

4.3.1.   Persons Authorized to Call: A special meeting of the Members for any lawful purpose may be called at any time by the Board or by the President, or 15 percent or more of the Members.

4.3.2.   Calling Meetings: A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the nature of the busi­ness proposed to be transacted, and submitted to the Board. The Board shall cause notice to be given to all Members stating that a meeting will be held at a specified time and date fixed by the Board. If the notice is not given within 20 days after receipt of the request, the person requesting the meeting may give the notice. Such notice must be sent to all Members within 30 days of the Board’s inaction, with the meeting date no sooner than 30days and no more than 60 days from the date of the notice. Nothing in this section shall be construed as 1imiting, fixing, or affecting the time at which a meeting of Members may be held when the meeting is called by the Board.

4.3.3.   Proper Business of Special Meeting: No business, other than the business the nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

4.4. Notice Requirements for Members’ Meetings: Whenever Members are required or permitted to take any action at a meeting, written notice of the meeting shall be given to each Member. The notice shall specify the place, date and hour of the meet­ing and, (a) for a special meeting, the nature of the business to be transacted, and no other business may be transacted; or (b) for the annual meeting, those matters that the Board intends to present for action by the Members.

4.4.1.   Manner of Giving Notice: Notice of any meeting of Members shall be in writing and shall be given at least 10, but no more than 60 days before the meeting date. The notice shall be given either personally or by first-class mail, and shall be addressed to each Member at the address of record.

4.5. Quorum: Thirty-five percent (35%) of the Members shall con­stitute a quorum for the transaction of business at any meeting of Members, with the exception of the election of Directors, as in Article 6.4 and 8.2.

5. Article 5:   VOTING

5.1. Eligibility to Vote: Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, Members entitled to vote at any meeting of Members shall be the Members in good standing as of the date of the meeting.

5.2. Manner of Casting Votes: Voting may be by voice or ballot.

5.3. Voting: Each Member shall be entitled to cast one vote on each matter submitted to a vote of the Members.

5.4. Approval by Majority Vote: If a quorum is present, the affirm­ative vote of the majority of Members present shall be the act of the Members, unless the vote of a greater number is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles of Incorporation.

5.5. Action by Written Ballot Without a Meeting : Any action that may be taken at any meeting of Members may be taken without a meeting by complying with sections 4.5 and 5.4 of these Bylaws.

5.6. Solicitation of Written Ballots: The Club shall distribute one written ballot to each Member. Each ballot so distributed shall (a) indicate the number of responses needed to meet quorum requirement; (b) set forth the proposed action; (c)provide the Members an opportunity to specify approval or disapproval of each proposal; and (d) provide a reasonable time in which to return the ballot to the Club, and the date by which it must be received in order to be counted.

5.7. Filing: All written ballots shall be filed with the Secretary and maintained in the Club records for at least three months.

5.8. Uncontested Elections:  If the number of candidates declaring to run for any office is not greater that the number to be elected for that office, the election for that office shall be declared uncontested and the declared candidate(s) shall be deemed elected de facto.  Any candidate elected de facto shall take office at the time proscribed in these by-laws unless such office is currently vacant.  If the office is vacant, the de facto elected candidate may take office immediately.  If all offices are uncontested, then all candidates are elected de facto and there shall be no need to mail ballots and conduct an election of officers until the next regularly scheduled election of officers

6. Article 6: DIRECTORS

6.1. Number of Directors: The Board of Directors shall consist of four elected Officers (President, Vice-President, Secretary, and Treasurer) and three elected Directors at Large. Up to three additional Directors may he appointed by the President, to specific Board positions with voting privi­leges, subject to ratification by the board. The imme­diate Past President (who has completed a term in office and has served at least six months) may serve in an advisory capacity, without a vote.

6.2. Qualifications of Directors: (a ) Members in good standing; (b)Residents of the State of California; (c) A member of DSDC for a minimum of six months prior to election day; (d) Be free of professional involvement in the dancing industry.

6.3. Nomination of Directors: The President shall appoint a committee to select qualified candidates for election to the Board at least 120 days (first week in Dec.) before the  date of any election of Di­rectors. This nominating committee shall make its report at the February Board meeting, at least 60 days before the date of the election. Other nominations may be made from the floor at the same meeting, and then nominations will be closed at that time.

6.4. Election, Designation, and Term of Office: All four Officers and three Directors shall be elected at the first Sunday Dance in April on the even numbered years, by a majority of ballots cast. Directors shall be installed at the May Board meeting, and will serve for two years. However, if any such Directors are not elected at any annual meeting, they may he elected at any special Members’ meeting held for that purpose or by written ballot. Each such Director, including a Director elected to fill a vacancy or elected at a special Members’ meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. The balance of Directors shall be appointed by the President, subject to ratification by the Board.

6.5. .Powers:

6.5.1.   General Corporate Powers: Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation and Bylaws regarding actions that require the approval of the Members, the Corporation’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Board’s direction.

6.5.2.   Specific Powers of Directors: Without prejudice to the general powers set forth in Article 6.5.1 of these Bylaws, but subject to the same limitations, the Directors shall have the power to:

6.5.2.1.        Appoint or removeany or all of the Club’s officers, agents, or employees; prescribe powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation and require from them assurance of faithful performance of their duties.

6.5.2.2.        Prescribe the forms of membership certificates consistent with the provisions of Section 7313 of the California Corporations Code.

6.5.2.3.        Expend and/or manage financial assets of the Club.

6.6. Voting Powers of Members of Board: All four elected Officers, three elected at large, and up to three appointed to specific positions, shall have voting privileges, with the exception of the President, who would vote only in the case of a tie, or if there is a written ballot.

6.7. Cooperation: It is expected that Board members will conduct themselves at meetings in a friendly, business-like manner, not personalize anything, and follow the business agenda established by the Chairperson.

6.8. Speaking for or on Behalf of the Club: Any Member or Members of the Board who communicates in any way with third parties and who purports to speak for, or on behalf of, the Club on any matter whatsoever, must have the prior approval of a majority of the Board. This does not preclude routine requests or inquiries for information, providing the nature of the communi­cation does not involve commitment or obligation of any kind on the part of the Club.

6.9. Resignations: Except as provided below, any Director may resign by giving written notice to the President or Secretary. The resignation shall be effective when the notice is given unless it specifies a later time. If a Director’s resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective.

6.10.      Filling Vacancies: Except for vacancies created by removal of a Director by the Members, vacancies on the Board may he filled by a majority of the Directors then in office whether or not less than a quorum, or by a sole remaining Director. The Members may fill any vacancy not filled by the Directors.

6.11.      Reduction of Number of Directors: No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

7. Article 7: DIRECTORS’ MEETINGS

7.1. Place of Meetings: Meetings of the Board shall he held at any place so designated by the Board, as long as it is accessible to the Members.

7.2. Regular Meetings of the Board: Regular meetings of the Board are to be held monthly, but may be cancelled if approved by a majority of the Board. Other regular meetings of the Board may he held without notice at such time and place as the Board may fix.

7.3. Special Meetings of the Board:

7.3.1.   Authority To Call: Special Meetings of the Board for any purpose may be called at any tine by the President or any two Directors.

7.3.2.   Notice of Special Meeting of Board:

7.3.2.1.        Manner of Giving Notice: Notice of the time and place of special Directors’ meetings shall be given to each Director by first-class mail or telephone.

7.3.2.2.        Time Requirements: Notices sent by first-class mail shall be at least four days before the time set for the meeting. Notices given by telephone should be at least 48 hours before the time set for the meeting.

7.3.2.3.        Notice Contents: The notice shall state the time of the meeting, and the meeting place. It need not specify the purpose of the meeting.

7.4. Quorum: A majority of Directors shall constitute a quorum for thetransaction of business, except to adjourn. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the with­drawal of Directors, if any action taken or decision made is approved by at least a majority of those present.

7.5. Attendance: Board members are expected to attend all regular and special meetings of the Board and all general and special meetings of the Club. They are encouraged to attend as many social functions as possible. Any Board member may be removed if he exceeds two unexcused absences from the scheduled Board meetings.

7.6. Waiver of Notice: Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, or an approval of the minutes of the meeting. The waiver of notice need not specify the purpose of the meeting. All such waivers and approvals shall be filed with the Club records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

8.  Article 8: OFFICERS

8.1. Officers of theCorporation: The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer (also known as Directors and/or Board members).

8.2. Election of Officers: The Officers of the Corporation shall be elected by the members, by a majority vote of those in good standing.

8.3. Responsibilities of Officers:

8.3.1.   President: Subject to supervision by the Board, the President shall be the general manager of the Club, and shall supervise, direct, and control the Club’s activities, affairs, and Officers. The President shall preside at all Members’ meetings and at all Board meetings. The President shall appoint and be an ex-officio member of all committees, and shall acquire a working knowledge of parliamentary procedure.

8.3.2.   Vice-President: The Vice-President shall acquire a working knowledge of parliamentary procedure, and in the absence of the President, shall perform all duties of the President.

8.3.3.   Secretary: The Secretary shall record minutes of meetings of the Board and of the Club. Shall read minutes of previous meetings and all correspondence received. Shall be custodian of a copy of the Articles of Incorporation, the Bylaws, minutes, correspondence, and any other pertinent paperwork. Membership records may be kept by the Membership Chairman, and/or the Secretary.

8.3.4.   Treasurer: The Treasurer shall keep and maintain adequate and correct books and accounts of the Club’s transactions.  Shall provide monthly and annual reports and file State and Federal tax returns. Shall provide all starting cash required by the cashier at the door for all Club Functions.

8.4. Removal of Officers: Any Officer or Director may be removed for cause by a 2/3 vote of the Board.

9.  Article 9: INDEMNIFICATION

9.1. Right of Indemnity: To the fullest extent permitted by law, this Corporation shall indemnify its Directors, Officers, employees, and other persons described in Section 7237 (a) of the California Corporations Code, including persons for­merly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section.  “Expenses”, as used in this Bylaw, shall have the same mean­ing as in Section 7237 (a) of the California Corporations Code.

9.2. Approval of Indemnity: On written request to the Board by any person seeking indemnification under Section 7237 (c) of the California Corporations Code, the Board shall promptly deter­mine under Section 7237 (e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237 (b) or Section 7237 (c) has been met and, if so, the Board shall authorize indemnification. If the Board can­not authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members shall determine under Section 7237 (e) whether the applicable standard of conduct set forth in Section 7237 (b) or Section 7237 (c) has been met and, if so, the Members present at the meeting in person shall authorize indemnification.

10.  Article 10:  INSURANCE

The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, em­ployees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officer’s, Director’s, employee’s, or agent’s status as such.

11.  Article 11:  CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

12.  Article 12:  AMENDMENTS

12.1.      Rights of Members: Subject to the rights of Members under Article 3of these Bylaws,theBoard may adopt, amend, or repeal Bylaws unless the action would: Materially and adversely affect the Members’ rights as to voting, dissolution, redemption, or transfer.

12.2.      Number of Directors: The Board may not, without the approval of the Members, specify or change any Bylaw provision that would: a) change the authorized number of Directors; b) Change the minimum or maximum number of Directors; c) Change from a fixed number of Directors to a variable number of Directors or vice versa.

12.3.        High Vote Requirement: If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by 1aw, such provision may not be altered, amended, or repealed except by that greater vote.

12.4.         Members’ Approval Required: Without the approval of the Members, the Board way not adopt, amend, or repeal any Bylaw that would:  a) Increase or extend the term of Officers and Directors;  b) Increase the quorum for Members’ meetings.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of Desert Swing Dance Club, a California Nonprofit Mutual Benefit Corporation, and that the above bylaws, consisting of 6 pages, are the Bylaws of this corporation as adopted by the board of directors on Sunday, April 10, 2005, and that they have not been amended or modified since that date.

Executed on __________________________, at _____________________________, California

                                                                                                _____________________________

                                                                                                                                      Sally Baldwin, Secretary