Saturday, June 18, 2005

Constitution and Bylaws

Revised and Adopted 18 June, 2005

1. Name
a. The name of the association is “ACT (a community theatre).”
b. “ACT” may be substituted for the full name of the association.


2. Purposes

a. ACT is a community-based, amateur-theatre association with a mandate to:

b. foster and encourage amateur theatre on Prince Edward Island;

c. foster and encourage artistic and practical development of Members through exposure to workshops, productions, and other theatre activities;

d. foster and encourage awareness of all facets of amateur theatrical productions;

e. collect and make available materials supportive to the development of community theatre on Prince Edward Island;

f. present good-quality theatre productions;

g. provide for shared social activities associated with theatre;

h. stimulate cooperation between ACT and all persons and groups active in community theatre on Prince Edward Island.

i. ACT exists without purpose of gain for its members, and any profits or other accretions to it are used solely to promote the organization’s objectives.

3. Membership

Membership is open to any person who shares the objectives of ACT and pays the annual membership fee (hereafter: �Member�).

4. Board of Directors

a. The Board of Directors (hereafter: Board) shall consist of:

i. the following officials, elected in accordance with sec 5:

President

Vice-President

Past President

Treasurer

Secretary

Membership Director

Director of Theatre

such officials as may be appointed by the Board or by the membership in a general meeting to represent special interests or undertake special tasks (example: UPEI representative; fundraising chair).

b. The term of office for Directors shall be two years. For the purpose of continuity, terms are to be arranged or adjusted so as to cause a staggered turnover of approximately half of the elected offices each year.

c. A member of the Board may be re-elected or re-appointed.

d. The Board may, by appointment, fill a vacancy in an elected office in an interim way, until the subsequent general meeting.

e. The Board shall meet regularly between Annual General Meetings at the invitation of the President, in order to initiate activities consistent with this Constitution and generally conduct the affairs of and represent ACT.

f. The President shall chair Board meetings and General Meetings. In any absence of the President, his or her duties shall be the responsibility of the Vice-President.

g. All elected and appointed Directors may vote at meetings.

h. A Director is personally indemnified against lawsuit, charges or debt which may be incurred as a result of the Board’s conduct of ACT’s affairs, so long as decisions or actions were taken in good faith, with no willful neglect or default on the part of the director, in accordance with the director’s duties and the Constitution and Bylaws.

5. Elections

a. Elections for the Board of Directors shall take place at the Annual General Meeting, following the presentation of a slate of nominations by the Nominating Committee.

b. The Nominating Committee shall consist of three Members including the Past President, appointed by the Board sufficiently in advance of the Annual General Meeting to allow for compilation of a slate of candidates.

c. Further nominations, in addition to those presented by the Nominating Committee, may be made by Members at the Annual General Meeting.

d. All nominations must be agreed to in advance by the proposed candidate.

6. General Meetings

a. An Annual General Meeting shall be held each year, normally timed to occur approximately 6 weeks after the close of the fiscal year. Notice of the Annual General Meeting shall be given to all Members not less than two weeks prior to the date set by the Board.

b. The Board may convene such other General Meeting as it considers necessary.

c. An Extraordinary General Meeting shall be convened within thirty days of receipt of a request signed by at least ten Members. Notice shall be given to all Members at least two weeks prior to the date set by the Board.

d. A quorum at any General Meeting shall consist of 33% of the Members.

7. Finances

a. Membership fees shall be as follows:

$25.00 regular, $40.00 same household; $15.00 student and unwaged.

Annual membership fees shall normally be due by September 30.

The membership fee may be waived under special circumstances as decided by the Board. Membership fees may be changed by making a bylaw.

b. The Board shall cause proper books of account to be kept for all of the activities of ACT.

c. The fiscal year shall be July 1 to June 30, but may be changed by bylaw.

d. The Treasurer is responsible to prepare or have prepared financial statements (an outline of revenue and expenditures, assets and liabilities):

i. routinely for presentation at Board meetings, and

ii. annually for approval by the membership at the Annual General Meeting.

e. The Board may direct that financial statements be audited or reviewed by an objective external person with accounting expertise (whether registered professional accountant or otherwise).

f. The signing officers for ACT shall be President, Vice-President, Secretary, and Treasurer. Any cheque or other financial instrument must be signed by any two of these officers.

g. All bank accounts shall be in the name of ACT.

8. Restrictions and Privileges of Membership

a. Non-members may, with the permission of the President, attend and participate in any meeting of ACT, but may not vote.

b. Auditions shall be open to Members and non-members alike.

c. Participation in any aspect of an ACT theatre production, on-stage or off-stage, is normally restricted to Members. Participants in any production will be asked to pay the annual membership fee, if they have not already done so, as soon as possible after their participation in the production has been confirmed. This restriction may be waived in special circumstances as decided by the Board.

d. Members shall not normally receive personal financial reward for their participation in any aspect of ACT.

e. Members may purchase tickets for an ACT production at $2.00 off the advertised price when purchased in advance of the performance day.

f. Members actively involved in an ACT production shall receive one complimentary ticket to the opening night performance.

g. Members shall receive special advance notice of workshops, readings, auditions, productions sponsored plays, and other activities of ACT.

9. Bylaws

The Board may make bylaws which shall have the same force as the features of the Constitution, so long as

a. the bylaw is within the scope of and not inconsistent with the Constitution;

b. notice of the intent of the proposed bylaw is given to members of the Board at least one week in advance of the meeting at which it is planned to make the bylaw;

c. the bylaw is adopted by a simple majority of the Board members present; and

d. the bylaw ’ while coming into effect as soon as adopted ’ is subsequently presented to a general meeting for confirmation, and is not overturned by vote at that meeting.

10. Policies

The Board may make policies � that is, guidelines to amplify or clarify any feature of the Constitution or Bylaws, providing more detail or outlining procedures for instance � so long as the policy is within the scope of and not inconsistent with the Constitution or Bylaws.

11. Amendments to the Constitution

This Constitution may be amended at a General Meeting provided that:

a. Members are given at least 30 days notice, and provided with explanation of the intent and a draft of the actual text to be considered, and

b. the proposed amendment, with any amendment that may be made to it at the meeting, carries with a two-thirds majority of voting members present.

12. Disbandment

a. Disbandment of ACT shall require a two-thirds majority of the votes cast in a vote open to all Members, whether conducted by meeting, mail-in, electronic or other means.

b. In the event of a decision to disband, ACT shall disperse its assets among other non-profit groups on Prince Edward Island, with priority given to other community theatre groups.

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