Actorsingers Bylaws

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ARTICLE VIII
OFFICERS, TERMS, DUTIES

Section 1. Officers/Executive Board. The officers of the organization shall be a President, Vice President, Treasurer, Corresponding Secretary and Recording Secretary and such Officers shall constitute the Executive Board. There shall be six Directors who shall assist the President and other Officers in their duties.

The full Board of Directors shall consist of:

(a) Five elected Officers.

(b) Six elected Directors.

(c) One Ex-Officio (immediately former) President who serves as a non-voting advisor to the President and the Board of Directors,

1a. Board of Directors. Shall:

(a) Be composed of Life or Active Members of the organization.

(b) No two members of any household, defined as spouses or relatives of any sort, will be allowed to serve on the Board of Directors together at any time for as long as one or the other holds office either actively or as ex officio.

(c) Administer the affairs of the organization.

(d) Ratify all appointments of the President.

(e) Appoint all key production personnel in accordance with the procedures outlined in the Policy and Procedures Manual.

(f) Make appointments, employ professionals and set up practices as deemed necessary for the orderly and efficient conduct of the affairs of the organization and the management of its properties.

(g) Initiate and/or review proposed amendments and resolutions to the Bylaws and Policy and Procedures Manual to determine proper format in which to present them to the general membership for approval.

(h) Approve all workshops, benefit performances and projects involving financial expenditures, use of corporate properties or the name of the organization.

(i) Adopt an annual budget.

Subject to the ultimate authority which rests in the general membership, the Board of Directors shall define the policies of the organization and shall have full administrative direction of the organization, subject to the Bylaws and these limitations:

(1) The Board does not have authority to borrow money or otherwise incur indebtedness on behalf of the organization or to secure such indebtedness without approval of the general membership.

1b. Term of Office. The term of office for each elected Officer on the Executive Board shall be for one year. The term for elected Directors shall be two years.

Only Active Members and Life members of the organization shall be eligible for election as Officers or Directors.

All Officers and Directors shall serve until their respective successors are elected and have accepted office. Officers shall take office at the close of the annual meeting and serve until the close of the next annual meeting. Directors shall take office at the close of the annual meeting and serve until the close of the annual meeting two years hence.

1c. Length of Term. Members of the Board of Directors shall not serve more than two consecutive terms. After an absence of one year fol-lowing their elected term, any Officer is eligible to be elected to the Board again. During the interim waiting period, the members is not eligible for appointment to the Board to fill out the remainder of an unexpired term.

1d. Transition. All Officers/Directors must offer assistance to their successors in office and meet for an orderly transition of records and information concerning current projects no later than 30 days following election of new officers.

Violation or lack of cooperation in this respect, as judged by the full Executive Board (majority vote), will be deemed sufficient for recommendation for removal from office of the new Officer/Director and/or prevent the retiring Officer/Director from holding office in the future.

1e. Vacancy in Office. In the event of a vacancy in any of the offices by reason of resignation, death or termination of such Officer's/Director's membership in the organization prior to the expiration of his/her term of office, the Executive Board shall elect his/her successor to serve only until the end of the current fiscal year, at which time, the general membership, with proper notice and election procedure, shall vote on the successor to this office for the unexpired or new term.

1f. Removal from Office. Any of the Officers/Directors may be removed with or without cause by four-fifths vote of the full Board of Directors or two-thirds majority of the voting membership, with written notice of such action to the general membership within 30 days, but not before a successor is chosen. In case of removal by the Board of Directors, right of one appeal by the removed Officer/Director may be made in writing within ten days of removal and presented to the Executive Board for action. This must be voted upon at the next regularly scheduled Board meeting, but no later than 25 days after removal.

Upon removal from office, the Officer/Director is not eligible for re-election or appointment to the Board of Directors for a period of three years from the date of removal. Records of such removal shall be maintained by the Recording Secretary and the Nominating Committee.

Automatic Removal will be initiated by the Board of Directors if one or more of the following occurs:

(i) Failure on the part of any Officer/Director to attend two consecutive regular Board meetings, and/or

(ii) Failure to perform the specific duties of his/her office as outlined in the Bylaws.

Section 2. Duties of Officers.

2a. President. Shall preside at all meetings of the organization and the Board of Directors and sets the agenda to be followed.

He/she shall:

(i) Appoint all standing and special committee chairmen, including the Parliamentarian, subject to approval of the Board of Directors.

(ii) Perform all the duties and responsibilities specified in the Bylaws and Policies and Procedures of the organization.

(iii) Receive whatever additional authority that may be invested in the President by the Executive Board.

(iv) Serve as representative of the organization as required in the community, or appoint a representative member for such purpose.

(v) Manage a coordinated program for the organization, including projects and activities for the ensuing fiscal year in accordance with the goals and objectives of the organization.

2b. Vice President. Shall perform all the functions of the President in his/her absence and any other special duties the President or Executive Board may assign him/her.

He/she shall:

(i) Act in the capacity of Administrative Assistant to the President and Property Manager of the organization in charge of all property and inventory.

(ii) Succeed immediately to the Office of the President in the event of a temporary absence or incapacity of the President. In this case, the Vice President shall perform the duties of and have the same authority as the President. In the case of any question concerning the incapacity of the President, the Board of Directors shall decide if a temporary or permanent vacancy has occurred.

(iii) Assume such responsibilities as are assigned by the President and the Board of Directors.

2c. Treasurer. Shall be responsible for all monies and other properties of the organization entrusted to him.

He/she shall:

(i) Keep correct and complete records of all accounts of the finances of the organization, which records shall be open for inspection, at all reasonable times, to the President, Executive Board or the Audit Committee.

(ii) Disburse monies by check or otherwise by the direction of the President and Executive Board upon presentation of bills or properly executed vouchers as defined in the Policy and Procedures manual.

(iii) Present written reports of current financial status at all regular Board meetings and general membership meetings, showing all income and expenses since the last report.

(iv) Inform the Board of any requested disbursement of funds not provided for in the budget.

(v) Serve as a member of any financial budget committee.

(vi) Satisfy all financial requirements of the organization pertaining to taxation and government statutes.

(vii) Coordinate the monies collected by various committee chairmen for orderly control and audit.

(viii) Supervise all production disbursements by staff and committees on a regular basis and supervise in accordance with established budget quotas or realistic needs.

(ix) Provide financial advice and analysis to the Executive Board regarding financial trends and needs of the organization.

(x) Have duties and powers usual to the office of Treasurer and perform such duties that may be assigned to him/her by the President or the Board of Directors.

2d. Recording Secretary. Shall take minutes and record the proceedings of all official meetings of the Board of Directors and the general membership and transcribe such minutes to be made available to the Board of Directors by the next regular meeting.

He/she shall:

(i) Maintain minutes and records in an orderly fashion for permanent record and turn them over to his/her successor in like manner.

(ii) Be responsible to the Board for an up-to-date list of names and addresses of all members of the organization and their membership classification. This information shall be obtained from the Membership Chairman on a regular basis.

(iii) Have custody of all corporate documents and maintain them in a neat and orderly manner.

(iv) Be responsible to the Board of Directors for updating the Policy and Procedures Manual when used and referred to by the Board of Directors.

(v) Perform such other duties as may be assigned by the President or the Board of Directors.

2e. Corresponding Secretary. Shall issue notices of all meetings in accordance with the rules of the Bylaws and Policies and Procedures Manual.

He/she shall:

(i) Notify committees of their appointments and business assignments.

(ii) Attend to official correspondence of the organization at the direction of the President or the Board of Directors.

(iii) Act as official liaison between the Board of Directors and community organizations, other theatre groups, and the organization's newsletter staff.

(iv) Issue information on all activities of the organization, except production publicity, on behalf of the Board of Directors.

2f. Retired President - Ex-Officio Member. Shall serve on the Board of Directors as an advisor.

He/she shall:

(i) Participate freely in Board discussions.

(ii) Not have the power to vote on the Board.

(iii) Be able to handle committee assignments.

(iv) Be subject to the same Bylaws and rules and regulations as other Board members.

(v) Not be replaced in the event of removal or incapacity to serve on the Board.

(vi) Perform those duties assigned by the President or Executive Board.