This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

The CORPS de Ballet International, Inc. is a professional non-profit Corporation dedicated to the development, exploration, and advancement of ballet in higher education and to the service and promotion of the art of ballet.

The specific objectives are as follows:

• To serve and support the community of university and college teachers of ballet
• To foster excellence in ballet teaching, creation, performance, and research
• To advocate for diversity, inclusion and access across all aspects of the ballet field including training, education, and scholarship
• To promote recognition of the contributions that dance, ballet in particular, and the other arts, in general, apply to society
• To sponsor and initiate activities and research related to these goals
• To serve as a ballet emphasis resource for graduate students and dance professionals who teach in higher and secondary education

The Corporation shall have elected officers (which include but is not limited to President, Past President, President-elect, Secretary, and Treasurer) and at least three board members and collectively they shall be known as the Board of Directors. Members who are nominated to serve on the Board shall be in good standing.

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

It shall be the duty of the Board of Directors to:

1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
2. Recommend and prescribe, except as otherwise provided in these Bylaws, the duties of all officers of the Corporation;
3. Supervise all officers of the Corporation to assure that their duties are performed properly;
4. Meet at such times and places as required by these Bylaws; which includes, but is not limited to the annual conference;
5. Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or faxed to them at such addresses shall be valid notices thereof;
6. Take initiative in formulating policies of the Corporation;
7. Keep a record of its proceedings and make reports available to the membership upon request;
8. Assume responsibility for external relations to the Corporation;
9. Act as the legislative and administrative body of the Corporation between regular business meetings of the Corporation;
10. Approve designation and function of standing committee appointments, made by the President;
11. Maintain knowledge of current policies and procedures for the operation of the organization.

The Board of Directors shall be elected by the membership, and each board member shall be elected to a two-year term and may serve for no more than three consecutive terms in a non-officer capacity.

There shall be an annual election of board members as needed, with a slate of nominees to be prepared by the Nominations and Elections Committee, approved by the Board of Directors, and submitted to the membership by the Secretary four weeks prior to the Annual Membership Meeting. Elections will take place at the annual conference. Voting for the election of board members shall be by written ballot from the attending member and by absentee ballot.

Each member shall cast one vote per position or vote for the slate as presented. The candidates receiving the highest number of votes for the available positions shall be elected to serve on the Board.

The Board of Directors shall serve without compensation. Board members may be allowed reasonable reimbursement of expenses incurred in the performance of their duties at the discretion of the President, President-elect and Past President in consultation with the Board of Directors.

There will be a minimum of two regular Board meetings held each year with one of them occurring during the annual conference.

Special meetings of the Board of Directors may be called by any two board members or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board.

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

• Regular Meetings. Notice of all regularly scheduled Board meetings will occur one month prior to the meeting.
• Special Meetings. Special meetings shall be called as necessary.
• Waiver of Notice. Whenever any notice of a meeting is required to be given to any board member of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the board member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

A quorum shall consist of two-thirds of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

Every act or decision done or made by a majority of the Board of Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board of Directors.

Meetings of the Board of Directors shall be presided over by the President. In their absence, the Past President of the Corporation shall preside or, in the absence of each of these persons, by the President-elect shall preside.

The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in their absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Robert’s Rules of Order (revised), insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

Any member of the Board may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No member of the Board may resign if the Corporation would then be left without a duly elected board member(s) in charge of its affairs, except upon notice to the office of the Attorney General or other appropriate agency of this state.

Board members may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of board members then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Board of Directors then in office or by a sole remaining board member. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her resignation or removal from office.

The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Board members and officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.

The officers of the Corporation shall be a President, a President-elect, a Past President, a Secretary, and a Treasurer. The Corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.

Any member in good standing may serve as officer of this Corporation, with the exception of the President-elect, who must be nominated from the current pool of committee chairs or have chaired a standing committee.

Officers shall be elected by the membership, and each officer shall be elected to a two-year term and may serve for no more than three consecutive terms in the same office.

There shall be an annual election of officers as needed, with a slate of nominees to be prepared by the Nominations and Elections Committee, approved by the Board of Directors, and submitted to the membership by the Secretary four weeks prior to the Annual Membership Meeting. Elections will take place at the annual conference. Voting for the election of officers shall be by written ballot from the attending member or by absentee ballot. Each member shall cast one vote per position or vote for the slate as presented. The candidates receiving the highest number of votes for the available positions shall be elected to serve on the Board of Directors.

Leadership passes to the newly elected officer after the completion of the current officer’s second conference. Officers must complete all duties related to the current conference cycle and are expected to transition all pertinent materials to the incoming officer generally within 30 days of the conference closing. If an officer is appointed to a vacancy on the Board mid-term, the appointed term does not count toward the limitation of three consecutive terms in office.

The Board of Directors may remove any officer, either with or without cause, at any time. Any officer may resign at any time by giving written notice to the President who will then notify the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract, which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Corporation.

The Board of Directors shall fill any vacancy of any officer. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

It shall be the duty of the President to:

• Be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers;
• Plan and execute the annual conference or facilitate the planning and execution of the annual conference;
• Serve as chair of the President’s Planning Council;
• Perform all duties incident to their office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors;
• Preside at all meetings of the Board of Directors and at all meetings of the membership unless another person is specifically appointed as Chairperson of the Board of Directors;
• Execute contracts, checks, or other instruments, in the name of the Corporation, which may from time to time be authorized by the Board of Directors, except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws;
• Appoint committees not otherwise provided for by the Constitution and Bylaws;
• Serve as an ex-officio member of all Standing Committees;
• Submit a state of the CORPS report of activities to the membership at the annual conference;
• Submit an updated report of activities at all Board of Directors meetings;
• Maintain a file of events and activities to be turned over to the incoming President immediately following the election;
• Serve as a voting member of the Corporation’s Board of Directors;
• At the end of the two-year term the President will rotate to the office of Past President.

It shall be the duty of the President-elect to:

• Perform all the duties of the President, in the absence of the President and the Past President, or in the event of their inability or refusal to act, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President;
• Perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors;
• Maintain a file of activities to be turned over to the incoming President-elect immediately following the election;
• Serve as a voting member of the Corporation’s Board of Directors;
• Serve on the Presidents’ Planning Council;
• Preside at Corporation and Board of Directors’ meetings in the absence of the President and Past President;
• At the end of the two-year term the President-elect will rotate to the office of President;
• Serve as Parliamentarian at meetings.

It shall be the duty of the Past President to:

• Preside at Corporation and Board of Directors’ meeting in the absence of the President;
• Serve as a voting member of the Corporation’s Board of Directors for one year;
• Maintain a file of activities to be turned over to the incoming Past President immediately following the election;
• Serve on the Presidents’ Planning Council for one year;
• Serve as a consultant to the incoming President for one year;
• Serve as Chair of the Planning and Development Committee for one year.

It shall be the duty of the Secretary to:

• Keep the original, or a copy, of these Bylaws as amended or otherwise altered to date;
• Keep a book of minutes of all meetings of the Board of Directors and of the Annual Membership Meetings, and, if applicable, meetings of all Standing Committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
• See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
• Be custodian of the records as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation;
• Exhibit at all reasonable times to any board member of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the Board of Directors of the Corporation;
• In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to them from time to time by the Board of Directors;
• Maintain a file of events and activities to be turned over to the incoming Secretary immediately following the election.

It shall be the duty of the Treasurer to:

1. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
2. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever;
3. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
4. Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
5. Exhibit at all reasonable times the books of account and financial records to any director of the Corporation, or to their agent or attorney, on request thereof;
6. Render to the President and Board of Directors, whenever requested, an account of any or all of their transactions as Treasurer and of the financial condition of the Corporation;
7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
8. Perform all duties, in general, incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to them from time to time by the Board of Directors;
9. Report to the Membership Committee regarding membership dues;
10. Serve an additional post-term year, as a non-voting member of the Board of Directors, to complete necessary services tied to the previous conference, to transition Treasurer powers, and to mentor the incoming Treasurer on all matters of financial processes, procedures, reporting, and responsibilities.

Officers shall serve without compensation. They may be allowed reasonable reimbursement of expenses incurred in the performance of their duties at the discretion of the President, President-elect and Past President in consultation with the Board of Directors.

The Board of Directors may, by a majority vote of its members, designate an Executive Committee and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Standing Committees are developed and approved by the Board of Directors and President and may serve to facilitate the communication, growth, governance, and/or planning of the Corporation. Committees may be organized or dissolved by proposal to and vote by the Board of Directors. Each Standing Committee will consist of one Chair or two Co-Chairs, appointed by the President, and be populated by enough members so that the committee is able to conduct and complete business in a timely and effective manner. Any current member holding a Professional Membership is eligible to volunteer and be appointed to serve as Chair or Co-Chair of a Standing Committee. All current members at any membership level are eligible to serve as members of a Standing Committee. In addition to the ongoing responsibilities for each committee, the President may assign specific charges at any time. Each committee chair/co-chairs are required to file a mid-year and final year committee report.

The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Annual Meetings. The Annual Meeting of the Corporation normally shall be held on a date and at a time to be determined by the Board of Directors, for the purpose of elections and for the transaction of other such business as may be brought before the meeting. An appropriate registration fee may be assessed, the amount to be approved by the Board.

Notice of Meetings. Written notice of meetings of members shall be given whenever members are to take any action at a meeting. Such notice shall state the place, date, and hour of the meeting and unless it is the Annual Meeting, indicate that it is being issued by or at the discretion of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer of the Corporation.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

The Archives and History Committee shall track/gather and the Corporation shall keep:

• Minutes of all meetings of directors, committees of the Board and, if this Corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
• Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
• A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
• A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Corporation at all reasonable times during office hours.

The Board of Directors may adopt, use, and at will alter, a Corporate Seal. The Corporation may keep such seal. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

The Board of Directors shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

If this Corporation has any members, then each and every member who is in good standing shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

• To inspect and copy the record of all members’ names, addresses, and voting rights, at reasonable times, upon written demand on the Secretary of the Corporation, which demand shall state the purpose for which the inspection rights are requested;
• To obtain from the Secretary of the Corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the Corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the Corporation or after the date specified therein as of which the list is to be compiled;
• To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Secretary of the Corporation by the member, for a purpose reasonably related to such person’s interests as a member;
• Members shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

The Board of Directors shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this Corporation, to be so prepared and delivered within the time limits set by law.

No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

No part of the net earnings of this Corporation shall insure to the benefit of, or be distributable to, its members, board members, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.

Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Any amendments to the Bylaws must be approved by the Board of Directors and submitted to the General Membership for adoption. The adoption of changes or amendments is by majority of the vote (including voting by proxy) at any regular or special meeting of the members. Members shall have a minimum four weeks notice of the proposed amendment prior to voting. The Board of Directors shall make a recommendation, pro or con, concerning each proposed amendment when it comes up for action. Spelling and typing errors may be corrected by majority vote of the Board of Directors, as long as the intended meaning of the article is not altered.

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this Corporation filed with an office of this state and used to establish the legal existence of this Corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

These Bylaws have been ratified and approved by the CORPS de Ballet International membership on June 27th, 2015.

Updated 7-28-15 by Sharon Oberst, Secretary
Changes approved by membership Saturday, June 27, 2015

Updated 6-20-16 by Paula Weber, Chair, Bylaws & Constitution Committee
Changes approved by membership Friday, June 17, 2016

Updated 7-11-20 by Jennifer Weber, Chair, Bylaws & Constitution Committee
Changes approved by membership Thursday, July 9, 2020

Updated 7-29-21 by Jennifer Weber, Chair, Bylaws and Constitution Committee
Updated 6-29-22 by Jennifer Weber, Chair, Bylaws and Constitution Committee
Changes approved by membership June 23, 2022