By-Laws of the New Jersey Theatre League

 

I � MEMBERSHIP

Section 1

Classes � The classes of membership established by ARTICLE III of the Constitution are hereby defined:

A.     COMPANY � The Company membership shall consist of Companies who are actively engaged in theatrical productions.Each member Company shall be represented on the New Jersey Theatre League Board of Directors by a person appointed by the member Company.

a)      Companies are entitled, but not limited, to all rights and privileges in the League, listed below:

1.      The right to vote via a Company representative.

2.      The right of the Company representative to hold office, if qualified.

3.      Full participation in the activities of the League.

4.      The right to receive a copy of all publications and communications as may be authorized for general distribution by the Board.

5.      Access to the League Library.

6.      Advice and assistance from League personnel.

B.     INDIVIDUAL � Individuals interested may apply for direct membership

a)      Individual Members shall be entitled to the same rights and privileges as Company Members.

b)      Individual Members are entitled, but not limited, to all rights and privileges in the League, listed below:

1.      The right to vote.

2.      The right to hold office, if qualified.

3.      Full participation in the activities of the League.

4.      The right to receive a copy of all publications and communications as may be authorized for general distribution by the Board.

5.      Access to the League Library.

6.      Advice and assistance from League personnel.

C.     HONORARY � Individuals upon whom the League elects to bestow such recognition shall be known as Honorary members.

a)      Proposal to confer such membership shall be made in writing to the President or a Vice President, and if approved, it shall be submitted to the Board together with a statement of reasons for conferring Honorary membership.

b)      Upon majority approval by the Board, announcement to this effect shall be made to all members.

c)      Honorary members are not entitled to vote or hold office, otherwise their rights and privileges are the same as active members.


d)      Honorary members may at anytime choose to become Individual Members and to do so must meet all criteria above.Upon dismissal or forfeiture of Individual Membership, said person shall return to honorary membership.

 

Section 2

Admission

A.     Admission to membership in the League shall be through due process of application and payment of dues.

B.     Company applications shall be submitted in writing to the President or pertinent Vice President for presentation to the Board.These shall be accompanied by the Annual dues.A simple majority of the Board voting is required for membership certification.

C.     Individual Members will be admitted upon verification of requirements set in Section 1 and payment of dues.

D.     Upon certification the applicant shall be notified and shall acquire all the rights and privileges of the League.

E.      The Secretary shall maintain the official roster of membership.

 

Section 3

Resignation

A.     All notices of resignation shall be submitted to the President or pertinent Vice President in writing prior to the end of the fiscal year.

B.     Upon acceptance of resignation by the Board, the Secretary shall so notify the resigning member.

 

Section 4

Suspension and Dismissal

Any member may be suspended or dismissed by a majority of the Board for

A.     non-payment of Annual dues and/or other League fees

B.     for refusal to comply honorably with the Constitution and By-Laws of the League

C.     or by conduct deemed hostile to the interests of the League

 

Section 5

Responsibilities of Member Companies to the New Jersey Theatre League, Inc.

A.     Each Company shall extend to the League a season subscription.

B.     Each member Company shall be responsible to host one of the regular meetings of the League.

 


II � ORGANIZATIONAL STRUCTURE

Section 1

Notwithstanding any other provisions or these articles, the New Jersey Theatre League Incorporated. is formed exclusively for charitable and/or educational purposes, as specified in Section 501(c)(3) of the Internal Revenue Code and shall not carry on any other activities not permitted to be carried on by an Organization exempt from Federal income tax under Code Section 501(c)(3).

 

Section 2

In the event of the dissolution of the League all assets after all debts have been paid shall be distributed on a prorated basis to League Company members if they are 501(c)(3) organizations, based upon their years of membership.

 

 

III � DUES AND VOTING POWER

Section 1

Dues

A.     The amount of the annual membership dues in the League shall be established by the Board.

B.     Honorary members shall be exempt from payment of annual dues.

C.     The amount of the annual membership dues must be set by the annual meeting of the previous fiscal year.

 

Section 2

Voting Power

Company or Individual Members are entitled to cast only one vote at any meeting of the League.

 

Section 3

Dues are payable beginning at the end of the Annual meeting of the League for the following fiscal year.

 

Section 4

Members shall be declared in arrears if dues remain unpaid by after the end of the second quarter of the current fiscal year.

 

Section 5

Any member declared in arrears will be dropped from membership, unless there are extenuating circumstances which must be approved by the Board.

 

Section 6

No cancellation or refund of dues shall be made if a member resigned, was suspended, or dismissed before the close of the fiscal year.


Section 7

The right to vote by proxy shall be granted to voting members provided they notify the Secretary of their vote at least twenty-four (24) hours prior to the meeting at which the vote is to take place.

 

Section 8

The fiscal year of the League shall begin January 1st and end December 31st.The fiscal year 2004-05 shall be extended to December 31st, 2005.

 

 

 

IV � ELECTION OF OFFICERS AND TERMS OF OFFICE

Section 1

A Nominating Committee shall prepare and present to the voting members, via mail, fax, or e-mail at least (30) days prior to the Annual meeting, a list of persons in good standing that the Committee proposes to place in nomination, along with the Company affiliation of each person, if any, and respective office for which each will be nominated.The report shall be filed with the Secretary.

 

Section 2

Additional nominations for any office may be submitted in writing to the Secretary by any voting member seconded by one (1) other voting member at least fifteen (15) days prior to the scheduled date of the Annual meeting.The Secretary shall immediately make such additional nominations known to the Nominating Committee and the voting members.

 

Section 3

The Nominating Committee, having given notice in accordance with Section 1, will present the slate of nominations at the Annual Meeting of the League.Nominations from the floor may be made, provided the nominee is qualified, consent of the nominee has been previously obtained, and the nomination is seconded by at least one (1) additional voting member.

 

Section 4

A candidate for nomination to the office of President shall have been a member of the Board for at least one year or otherwise actively involved in the administration of League affairs.

 

Section 5

Company representatives and Individual Members may be appointed as Chairpersons of Standing and Special Committees.Company representatives and Individual Members who serve as Chairpersons of a Standing Committee may be considered for nomination for Office on the Board of the League, provided they have meet the provisions of Article IV of the By-Laws, unless exemption is given by a two-thirds (2/3) majority vote of the Board.

 

Section 6

Elections shall be by majority or plurality vote at the Annual Meeting and the newly elected officers shall assume office at the beginning of the new fiscal year.

 

Section 7

Terms of the officers of the League shall be as follows:

President and Treasurer: ������������ Shall be elected in even numbered years for a two year term.

Vice-Presidents and Secretary:��� Shall be elected in odd numbered years for a two year term.

 

Section 8

Officers may only serve two consecutive terms in the same office.

 

 

V � DUTIES OF OFFICERS

Section 1

President

The president shall preside at all meetings; shall exercise supervision over the affairs and activities of the League; and serve as a member ex-officio on all Committees, except the Nominating Committee; voting only in case of a tie.The President may designate other officers as ex-officio to such Committees deemed desirable except the Nominating Committee.The President shall appoint three (3) delegates to the Eastern States Theatre Association Board, appointing one each year for a three year term.Delegates may be reappointed at the conclusion of their terms.The President shall represent the League as directed by the Board; or the President may delegate this representation to others as advisable and with the approval of the Board.

 

Section 2

Executive Vice President

The Executive Vice President shall assume the duties of the President during her/his absence.The Executive Vice President shall be the most senior Vice President in terms of time in office as a Vice President, including non-consecutive terms.If there is more than one Vice President with the same time in office, the board, by majority vote, shall choose who will be the Executive Vice President.The Executive Vice President will still maintain the duties of the Vice President for the region to which they were elected.

 

Section 3

Vice Presidents

The Vice Presidents shall act in a liaison capacity between the members and their respective regions and the Board.They shall attend meetings of their respective companies, be familiar with the activities and health of their Companies, and shall perform such other duties as may be assigned by the Board.The number of Vice Presidents is determined by a two-thirds (2/3) majority vote by the Board and will correspond to the number of regions.It is suggested that there be a Vice President for three regions, being North, Central, and South.

 

 

Section 4

Secretary

The Secretary shall keep the minutes of all meetings of the League and conduct all correspondence in the name of the League.The Secretary shall also be the custodian of all League records unless a Special Committee is appointed for that purpose.

 

Section 5

Treasurer

The Treasurer shall receive all League funds, maintain them in a bank or repository, selected or approved by the Board; and shall maintain adequate books and records and shall disburse only such funds as are supported by a signed order or voucher.Such disbursements shall be signed by the Treasurer and countersigned by the President or one of the Vice Presidents.Funds distributed must be accounted for in the yearly budget of the League or otherwise approved by the Board.If any distribution of funds totals more than five (5) percent of the yearly budget, the expenditure must be approved by the membership.

 

Section 6

Organization

During the year for whatever reason necessary the President, with approval of the Board, has the responsibility and the right to appoint any Company representative or Individual Member to any vacant position.

 

Section 7

Upon retiring from office all incumbents shall turn over to their successors all records, papers and property belonging to the League in their possession.

 

Section 8

The President and the Chairperson of the Festival Committee may not produce, direct or otherwise be directly involved in a major capacity, as determined by the Board, in any production at any League organized competitive festival.

 

 

 

VI � BOARD OF DIRECTORS AND DUTIES

Section 1

This Board shall consist of the elected officers, immediate past President, duly appointed Representatives of Member Companies, and the Chairs of the Standing Committees or their delegates.

 

Section 2

The Board shall formulate objectives, plans and procedures for the operation of the League in accordance with the provisions of the Constitution and its By-Laws


 

Section 3

The Board shall consider, promote and transact the business of the League in the intervals between all meetings.In order to accomplish this, the Board may use any means, including electronic, as long as the method used adheres to the conditions listed below.

1.      Any method used must be previously approved by the Board at a meeting by a two-thirds (2/3) majority vote.

2.      Any method used permits all Board members to have their opinion made known to all other Board members, as well as provide a method to make subsidiary motions.

3.      Board members must have at least seventy-two (72) hours from the notification of the motion to until when their vote must be cast.

4.      The motion must be on an issue in which action must be taken before the next meeting or within the fifteen (15) days required to call another meeting.If the motion can wait more than fifteen (15) days a meeting must be called to decide the issue.

5.      This method may not be used to pass amendments to the constitution or bylaws, restrict the rights of members, suspend or dismiss members, and otherwise approve motions where the vote of the full membership is required.

6.      A motion that is carried does not go into effect until twenty-four (24) hours after the close of voting, in this time, a motion may be made to reconsider the previous motion as long as it meets with conditions for reconsideration.

7.      Motions may come from any League member.This motion should be given to the President who then shall initiate and preside over the decision process.

8.      All communication resulting from the motion made via this method must be entered into the minutes of the next meeting as business conducted between meetings.

 

Section 4

Company Representatives shall act as liaison between the Company and the Board, being responsible for communication of all Board policies and activities to the respective Company and shall bring all matters of interest and concern from the Company to the Board.

 

Section 5

It shall be incumbent upon the members of the Board to attend all Board and membership meetings.If a member shall be absent without due cause for two (2) consecutive meetings, said member�s office will be considered negated and the member will be relieved of office by the Board.If the member is a Company representative, the Company will be required to appoint a new representative within 30 days of the negation.

 

 

VII � COMMITTEES

Section 1

Standing Committees and their Chairpersons shall be appointed by the President for a term of one (1) year with the approval of the Board.

 

Section 2

The Standing Committees shall be as follows:

����������� Children�s Theatre

����������� Communications

����������� Education

����������� Festival

����������� Historian

����������� Membership

����������� Parliamentary

����������� Public Relations

 

Section 3

Special committees may be appointed by the President

 

Section 4

The organization and duties of the Standing Committees and Special Committees and the Chairpersons of these Committees shall be defined by a Code of Standing and Special Committees which shall be drafted by the President, approved by the Board, and shall be reviewed annually.

 

Section 5

An Auditing Committee consisting of three (3) members shall be appointed by the President at least thirty (30) days prior to the end of the fiscal year to audit the books of the Treasurer and to submit a written report to the Board at the first meeting of the next fiscal year.The current Treasurer may not serve on the Auditing Committee.

 

 

VIII � MEETINGS

Section 1

The Annual Meeting of the League shall be called at a time and place to be determined by the Board.The meeting shall be announced to all members at least 30 days prior to the date of the meeting.The Annual meeting must be held within the last quarter of the fiscal year, preferably towards in the second month of the last quarter.

 

Section 2

Special meetings of the League may be called by the Board when advisable, or upon the written petition of at least three (3) members.

 

Section 3

Membership meetings of the League shall be held once each quarter of the fiscal year, one of which shall be the Annual Meeting. The time and place of the meeting shall be designated by the President.

 

Section 4

It shall be incumbent upon members of the Board and the Individual Members to attend all membership meetings.

 

Section 5

Board meetings and general membership meetings must be announced at least fifteen (15) days before the date of the meeting.

 

 

 

IX � QUORUM

Section 1

A quorum at a membership meeting and at Board meetings of the League shall consist of a majority of the members.

 

 

X � ORDER OF BUSINESS

Section 1

The order of business at all meetings of the League, with any appropriate additions or deletions, as determined by the President, shall be as follows:

(A)  Call to order

(B)   Roll call to determine quorum

(C)  Reading of the Minutes of previous meeting

(D)  Reports of Officers and Standing Committees

(E)   Reports of Special Committees

(F)   Old Business

(G)  New Business

(H)  Election of Officers at the Annual Meeting

(I)     Constitutional or By-Law related motions

(J)     Adjournment

 

 

XI � PARLIAMENTARY AUTHORITY

Roberts� �RULES OF ORDER REVISED�, latest edition, shall be the parliamentary authority of the League, unless overruled by a provision in the Constitution or By-Laws.

 

 

XII � AMENDMENTS

Section 1

All Amendments to the By-Laws shall be approved by a two-thirds (2/3) majority vote of League members.

 

Section 2

Amendments must be submitted to the secretary or president at least thirty (30) days prior to the date of the meeting on which they are voted on.

 

Section 3

The proposed amendment must then be distributed via mail, fax, or e-mail to all eligible voting members at least fifteen (15) days prior to the date of the meeting at which the vote is to be taken.

 

Section 4

Any member of the board or individual member of the League may propose an amendment provided the amendment meets the above criteria.

 

 

XIII � SEAL

Section 1

The corporate seal of the League as adopted shall be impressed hereon and shall be so used in all transactions as legally required.

 

Section 2

The Secretary shall be custodian of the corporate seal.

 

 

 

 

 

By-Laws Committee:

����������� Andrew Flothmeier, chair

����������� Nikolette Adams

����������� Robert Broadbent

Dennis Dougherty

 

Revised and adopted on June 22nd, 2003, with amendments made on November 16th, 2003 and May 23rd, 2004

 

 

 

New Jersey Theatre League, Inc. Incorporated May 25, 1950; New Jersey Business

����������� ID # 0900-0432-69; Federal ID # 22-2208995