Bylaws of the
Acrosstown Repertory Theatre Workshop, Inc.
REVISED: June 2011
Name Location & Fiscal Year
The legal name of this Corporation shall be the ACROSSTOWN REPERTORY THEATRE WORKSHOP, INC., hereinafter referred to as the ART. The location (business address) shall be 619 S Main Street, Gainesville, FL 32601. The fiscal year of this association shall begin on the first day of September and end on the last day of August each year.
Statement of Purpose
The Corporation is organized as a private, not for profit corporation under Chapter 617, Florida Statues, for the purposes stated in the Articles of Incorporation. Except as limited by the Articles of Incorporation or these Bylaws, the Corporation shall have and exercise all of the powers enumerated in Chapter 617, Florida Statutes, as it now exists or is subsequently amended or superseded.
The Corporation is organized exclusively for charitable purposes as a not for profit corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and its activities shall be conducted for such purposes and in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer or individual. In addition, the Corporation shall be authorized to exercise the powers permitted not for profit corporations under Chapter 617, Florida Statutes; provided, however, that the Corporation in exercising any one or more powers shall do so in furtherance of the exempt purposes for which it has been organized as described in Section 501(c)(3) or any additions or amendments thereto.
Membership shall consist of individuals, corporation, organizations, and associations interested in the support and promotion of the ART. The Board of Directors and/or Executive Committee shall determine–on an annual basis–dues, criteria, rights, and privileges of membership.
The ART serves people of any race, color, gender, age, religion, sexual orientation, national and/or ethnic origin, marital status, disability or gender identity to all the rights, privileges, programs, and activities generally accorded or made available to members of the community. It does not discriminate on the basis of race, color, gender, age, religion, sexual orientation, national and/or ethnic origin, marital status, disability or gender identity in administration of any of its programming or participation.
The Board of Directors
1. Powers. The Board of Directors shall manage all property, affairs, activities, and concerns of the ART. The Board of Directors shall have all the usual powers and responsibilities of a board of directors of a not-for-profit corporation, and shall make all rules and regulations that it deems necessary or proper for the government of the ART and for the due and orderly conduct of its affairs and management of its property, consistent with its Articles of Incorporation and Bylaws.
2. Number. The Board of Directors will consist of no fewer than seven (7) and no more than fifteen (15), as shall be determined from time to time by resolution of the Board of Directors.
3. Officers. The Board of Directors will elect the Officers of the ART from the members of the Board, which will include President, Vice-President, Secretary, and Treasurer, collectively termed the Executive Committee.
4. Term of Service. Officers shall serve terms of two (2) years, limited to three (3) consecutive terms in any Officer position, with no limit on non-consecutive terms. All other Directors shall serve terms of one (1) year with no limit on the number of consecutive terms served.
5. Resignation and Removal. Any Director or Officer may resign by tendering written notice of resignation to the President, which resignation will be effective at the time notice is delivered unless the notice specifies a later date . The Board of Directors may remove any Director at anytime by a 2/3 majority vote of the Board. The Board of Directors may remove any Officer at anytime by a 3/4 majority vote of the Board or simple majority vote of Executive Committee.
6. Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining Directors from individuals nominated by the President. Individuals so elected shall serve the unexpired portion of the term.
7. Right of Inspection. Every Director shall have the absolute right at any reasonable time to inspect and copy any and all books, records, and documents of the Corporation and to inspect the physical properties of the Corporation.
8. Compensation. The Directors and committee members shall not receive any compensation for their services; this does not preclude reimbursement for any out-of-pocket expenses incurred on pre-approved expenses on behalf of ART.
Executive Committee of The Board of Directors
1. Appointments. The officers of the Corporation shall be the President, the Vice President, the Secretary and the Treasurer and such other officers as the Directors may deem necessary. The officers shall be elected by the Board of Directors from among the current Board Members at its annual or any regular meeting. The Offices of Secretary and Treasurer may be held by the same person. These officers shall constitute the Executive Committee of The Board of Directors
2. President. The President shall be the chief executive officer of the Corporation and shall exercise the powers normally associated with such position. The President shall serve as the Chair of the Board of Directors and preside at all meetings of the Board.
3. Vice President. The Vice President shall act as President in the absence or disability of the President.
4. Secretary. The Secretary shall keep records of the proceedings of the Board. The Secretary shall also keep the archival records of the Corporation.
5. Treasurer. The Treasurer shall have care and custody of all funds of the Corporation and shall cause financial reports to be prepared as required by the Board of Directors.
1. Purpose. A committee structure will be the board’s main tool for distributing information and accomplishing tasks. A committee chair will report to the board at every meeting. Except for the Executive Committee, Committees may be created and disbanded as needed.
2. Executive Committee. The President, Vice-President, Secretary, Treasurer shall constitute the Executive Committee. The Executive Committee has the power to conduct all business of the ART, except to adopt budgets or to take action that is contrary to or a substantial departure from the direction established by the Board of Directors, or as otherwise limited by law. The President will chair the executive committee. A simple majority shall constitute a quorum for the transaction of business. A meeting may be called by the President or two members.
3. Fundraising and Grants Committee. The Board of Directors will appoint a Fundraising and Grants Committee consisting of not less than two (2) persons, one of which must serve on the Board of Directors. The President shall consult with this committee but shall not vote. Fundraising and Grants Committee shall develop a minimal annual fundraising plan, including events, membership drives, grants, and company and individual donations. All actions and plans of Fundraising/Events Committee are subject to the Board of Director’s pre-approved budget and guidelines.
4. Facilities Committee. The Board of Directors will appoint a Facilities Committee consisting of not less than two (2) persons, one of which must serve on the Board of Directors. The President shall consult with this committee but shall not vote. The Facilities Committee shall oversee all scheduling, maintenance, construction of sets, and technical needs of the theatre, including volunteer staff scheduling and communication. They shall also be responsible for keeping adequate stocks of all consumables in the theatre, including but not limited to toilet paper, cleaning supplies, lighting gels, and lamps. All actions and plans of Facilities Committee are subject to the Board of Director’s pre-approved budget and guidelines
5. Promotion/Marketing Committee. The Board of Directors will appoint a Promotion/Marketing Committee consisting of not less than two (2) persons, one of which must serve on the Board of Directors. The President shall consult with this committee but shall not vote. The Promotion/Marketing Committee is in charge of developing and maintaining the ART’s promotional materials. This includes an annual marketing plan and budget, compiling all necessary press release information, maintaining all social media and websites associated with the ART, and compiling/printing all playbills and promotional materials for the season’s shows. All actions and plans of Marketing/Public Relations Committee are subject to the Board of Director’s pre-approved budget and guidelines.
1. Annual Meeting of Directors. The annual meeting of the Board of Directors for the election of new Directors and for the transaction of such other business as may come before the meeting shall be held during the month of July, or on such other date as may be fixed by the Board of Directors. The Board of Directors shall appoint a nominating committee to meet prior to the annual meeting to present a list of nominations to the Board of Directors for vote. Those elected to the Board of Directors shall take their place following the annual meeting in a transitional role, with their official duties taking effect at the beginning of the corporation’s fiscal year. Notice of each annual meeting of Directors shall be given not less than ten (10) days nor more than fifty (50) days prior in person, by phone, mail or other electronic means as the need dictates. A message left on a Director’s telephone answering machine is deemed sufficient notice.
2. Regular Meeting of Directors. The Board of Directors shall meet on the second Tuesday of every month, or at a time fixed by the Board of Directors. Notice of each regular meeting of Directors shall be given not less than seven (7) days nor more than thirty (30) days prior in person, by phone, mail or other electronic means as the need dictates. A message left on a Director’s telephone answering machine is deemed sufficient notice. These meetings shall be open to any member of the community.
3. Special Meeting of Directors. Special meetings of the Board of Directors may be called by the President of the Board or it may be called by the Secretary at the request of two voting Directors. Notice of each special meeting not less than two (2) days prior to the date of such meeting in person, by phone, mail or other electronic means as the need dictates. A message left on a Director’s telephone answering machine is deemed sufficient notice.
4. Telephone and Web Meetings. Members of the Board or of any committee may participate in a Board meeting through use of conference telephone or Web based communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at such meeting.
5. Agenda and Minutes. Agendas for Regular Meetings of Directors shall be set by the President and distributed by the Secretary not less than seven (7) days nor more than thirty (30) days prior in person, by mail, or by other electronic means. Amendments to the agenda must be submitted to the Secretary no less than 24 hours prior to the Regular Meeting. Regular Meeting Minutes shall be distributed to the Board of Directors no more than seven (7) days following a regular meeting and shall be posted on the ART website no more than thirty (30) days following.
6. Attendance. Attendance of board meetings is mandatory for all directors. The Board will consider removal of any Director that misses two (2) (unexcused) consecutive board meetings.. Written notification delivered to the President no later than 48 hours following the missed board meeting will constitute an excuse.
7. Action Without Meeting. Any action of the Board of Directors of the corporation may be taken without a meeting if approved by a majority of the Board by mail, or electronic means.
8. Quorum. Fifty (50%) percent of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors which has been duly called and noticed or as to which notice has been waived. The act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board of Directors.
1. Establishment. An Advisory Council may be established for the purpose of giving the President and the Board of Directors access to individuals with special expertise who may make significant contributions or advice for specific projects or programs.
2. Appointments. The President may appoint individuals to the Advisory Council with the advice of the Executive Committee. Specific criteria for selection will vary, but the general qualifications would be special expertise in art, trade, craft, profession, or business for a special project deemed necessary or desirable by either the President or Executive Committee.
1. Duration. The period between the Annual Meeting of Directors in July and the beginning of the Fiscal Year in September shall be deemed the Transitional Period for the ART. During this time newly elected Board Members shall participate in regular meetings of the board but shall not be held responsible for any financial commitments or have voting privileges.
2. Show selection committee. A Special committee shall be formed to conduct research and call for directors and productions for the following season’s productions. At least one board member will be on this committee. The chair will report to the board.
3. Strategic Planning. A Special committee shall be formed to conduct strategic planning for the following fiscal year at the Annual Meeting of Directors. This committee shall be responsible for presenting the strategic plan at the Annual Gala that shall be held prior to the first show of the season. The President shall be an ex-officio member and shall have a vote.
4. Annual Assessment. The Transitional Period shall be used to compile an Annual Assessment of the previous Fiscal Year. This Assessment shall be presented at the Annual Gala that shall be held prior to the first show of the season.
5. Gala Event. At the Annual Meeting of Directors, a Special committee shall be formed to plan and conduct the annual season opening Gala Event. The purpose of this event shall be to present the Strategic Plan and Annual Assessment as well as announce any new Board Members. Additionally this event shall serve as a fundraiser and preview to the upcoming season of performances.
Directors and officers of the Corporation shall be indemnified by the Corporation as to the full extent permitted by Florida law.
Corporate Books and Records
Except as otherwise required by statute, the books and records of the corporation may be kept at such place or places as may be designated by the Board of Directors.
These By-Laws may be amended, altered, or repealed, by a majority vote of the Directors at any meeting, provided that the proposed amendment(s)/change(s) has been delivered to all of the Directors at least ten (10) days prior to said meeting.
1. The members of the ART shall not be entitled to a vote on a resolution to dissolve. The dissolution of the corporation may be authorized at a meeting of the Board of Directors by a majority of the Board of Directors in office.
2. The procedure for dissolution shall follow and effect the guidelines outlined in the Florida statutes: F.S 617.1401 – F.S 617.1406, 617.1420, 617.1421.