ARTICLE I: Name
The name of the organization shall be the Eastern Massachusetts Association of Community Theatres, Inc. (hereinafter referred to as EMACT).
ARTICLE II: Purpose
A. The purpose of EMACT shall be to foster and encourage all community theater activities in Eastern Massachusetts under Chapter 180 Section 4A of Massachusetts corporations by means of, not limited to, such activities as:
- Education - Educate our membership, other organizations and individuals by providing events and programs of instruction.
- Support - Provide members and member organizations with necessary services
- Communications and Networking - Provide our membership, other organizations and individuals with information and access to resources and activities
B. Not withstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the providing of facilities or equipment) or for the prevention of cruelty to children or animals as specified in section 501(c)(3) of the Internal Revenue Code of 1954.
C. No part of the new earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individuals (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
D. No part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
ARTICLE III: Membership
Membership in EMACT shall be open to all Community Theatres, individuals, and or families, and any other organization interested in promoting theater arts in the eastern part of Massachusetts, contingent upon payment of annual dues.
B. General Membership Meetings:
- The Annual Meeting for the election of officers, presentation of reports and such similar business shall be held on the second Saturday of June each year. All members shall be notified by mail of the date, time, place and the agenda of the Annual Meeting at least three weeks before the date of the meeting.
- Special Meetings of the membership may be called by the Board of Directors or by written request of any five members made to the Recording Secretary, and shall be held at such times and for such purposes as may be specified in the notice of such meetings. All members shall be notified by mail of the date, time, place and the agenda of a Special Meeting at least three weeks before the date of the meeting.
- The establishment and voting power of different classes of membership (e.g. organizations, Individuals, Families) shall be established by the Board of Directors. A simple majority of votes cast by members present at a meeting shall be sufficient for the passage of a measure.
ARTICLE IV: Board of Directors
The Board of Directors shall consist of a President, an Executive Vice President, a Treasurer, a Recording Secretary, a Membership Secretary, a Vice President of Publicity, a Vice President of Education, a Vice President of Festivals, a Vice President of Services, a Vice President of Development and the immediate past president in the year directly following his/her presidency.
The Board of Directors shall manage and direct the business and affairs of the corporation. It shall establish all special committees and appoint the chairpersons thereof.
The Board of Directors shall be elected BI-annually, with half of the board being elected each year. The term of each member of the Board of Directors shall begin on July 1 and continue for two years. The President shall be limited to one consecutive two-year term. A term limit of two consecutive two-year terms shall be observed for all other board positions.
- The President shall annually appoint a Chairman of the Nominating Committee, who shall whenever possible be a retiring member of the Board of Directors, the Chairman shall select two members, not currently serving on the Board of Directors, to serve as the Nominating Committee, which shall present a slate of nominees for election.
- The Membership Secretary shall mail with the notice of the Annual Meeting a list of all nominations made by the Nominating Committee, further nominations may be made and seconded from the floor at the Annual Meeting, and they shall be elected by ballot.
- In even numbered calendar year elections, the following officers shall be elected; President, Executive Vice President, Membership Secretary, Recording Secretary and Treasurer.
- In odd numbered calendar year elections, the following officers shall be elected; Vice President of Publicity, Vice President of Education, Vice President of Festivals, Vice President of Services and Vice President of Development.
a. For the calendar year 2001 election, all Board of Director positions are subject to election. Board of Director positions designated as elected in an even calendar year will serve a 1 year term and those designated as elected in an odd calendar year will serve a two-year term.
b. Sections IV D. 4a and IV D. 4b shall be removed from future releases of these Bylaws after the Board of Director Elections in May of 2002.
- Vacancies occurring on the Board of Directors during the year may be filled by the Board.
E. Absence from Meetings:
If a member of the Board of Directors is absent from more than half of the regularly scheduled meetings of the Board in any six month period, or from any three consecutive meetings of the Board, the Board may vote that he/she shall be deemed to have resigned from the Board, after the Recording Secretary has informed the delinquent Board member of this action, the Board may proceed to fill the vacancy in accordance with the provisions of Section IV D 1 above.
F. Duties of Officers
- President: The President shall preside at all meetings of the general membership and all meetings of the Board of Directors; shall provide direction, leadership and focus consistent with the organizations stated purpose; and shall perform any such other duties as required by the Board of Directors.
- Executive Vice President: The Vice President shall perform the duties of the President in the President's absence; shall serve as ex-officio member attending all special committees, except the Nominating Committee, and serve as the Board of Directors liaison; shall manage all official communications for the organization including verbal, written and electronic; and shall perform any such other duties as required by the Board of Directors.
- Membership Secretary: The Membership Secretary shall maintain accurate mailing and membership lists; shall be responsible for all correspondence of the corporation, with the exception of the minutes and the newsletter, shall be send out all requisite notices; shall be responsible for all applications for membership; shall perform such other duties as may be required by the Board of Directors.
- Recording Secretary. The Recording Secretary shall keep a full record of the proceedings of the corporation, report at each meeting, and hold all papers; shall keep a full record of the meetings of the Board of Directors and shall distribute copies of these minutes to the general membership as required by the Board of Directors; shall maintain a Record of Motions to accompany these bylaws. This record shall contain any vote of the Board of Directors or vote at a General Membership Meeting that sets precedent or governs future actions. Such record shall be maintained and categorized for administrative and historical record; and shall perform other such duties as may be required by the Board of Directors.
- Treasurer: The Treasurer shall keep accurate books and shall report thereon at each meeting of the Board of Directors and of the Membership; shall maintain bank accounts in the name and for the use of EMACT; shall be responsible for all deposits of income into such accounts; shall be responsible for all State and Federal tax and corporate filings on behalf of EMACT; shall monitor all investments and accounts and report their status at each meeting of the Board of Directors; and shall perform any such other duties as required by the Board of Directors.
- Vice President of Publicity: The Vice President of Publicity shall be responsible for publication of all materials and the general publicity for EMACT including all events except for the Annual Festival; shall be responsible for the regular publication of the EMACT newsletter IMPACT; and shall perform any such other duties as required by the Board of Directors.
- Vice President of Education: The Vice President of Education shall be responsible for all educational programs including, but not limited to, workshops, publications, and guest speakers; and shall perform such other duties as may be required by the Board of Directors.
- Vice President of Festivals: The Vice President of Festivals shall be responsible for all festivals and shall serve as the Chair for the Annual Community Theater Drama Festival; and shall perform such other duties as may be required by the Board of Directors.
- Vice President of Services: The Vice President of Services shall coordinate all regularly offered services; and shall perform such other duties as may be required by the Board of Directors.
- Vice President of Development: The Vice President of Development shall be responsible for grant writing and fund raising; and shall perform such other duties as may be required by the Board of Directors.
- Any member of the Board of Directors may appoint an assistant(s) with the advice and consent of the Board of Directors
G. Board of Director Meetings
- The Board of Directors shall meet on a regular basis, to conduct the regular business of the organization.
- A quorum shall consist of a majority of the members of the Board of Directors.
- Decisions shall be made by a majority vote of those members present.
- The general Membership may attend board meetings and speak, but shall not vote. However, the Board may poll attending members before voting.
- Emergency Consent: Any issue or need requiring a vote of the Board of Directors before the next schedule Board of Directors Meeting shall be presented as a motion to the President.
a. The President must communicate the motion to all members of the Board of Directors requesting an answer.
b. Members of the Board of Directors shall communicate their vote to the President.
c. A 2/3rds vote is required for the motion to pass.
d. If a 2/3rds vote cannot be reached or additional discussion is needed, the President shall table the discussion until the next Board of Directors Meeting or schedule a Special Meeting to consider the issue or need.
e. Any Emergency Consent decision must be entered into the minutes of the next Board of Directors Meeting.
- Meeting shall be conducted according to Robert's Rules of Order.
ARTICLE V: Amendments
These By-laws may be amended by a two thirds (2/3) vote of the general membership present at an Annual Meeting or a Special Meeting, provided notice of proposed action has been mailed to each member at least three (3) weeks prior to the meeting.
ARTICLE VI: Disclaimer
The directors and officers of the organization shall not be personally liable for any debt, liability, or obligation or the corporation. All persons, k corporations, or other entities extending credit to, contracting with, or having any claim against the corporation, may look only to the funds and property of the corporation for payment of any debt, damages, judgments or decrees, or of any money that may otherwise become due or payable to them from the corporation.
ARTICLE VII: Governance
The rules contained in these By-laws shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with the Constitution of this organization.
ARTICLE VIII: Dissolution
EMACT may be dissolved by a two thirds (2/3) vote of the general membership present at an Annual Meeting, provided such notice of the proposed dissolution has been mailed to each member at least three (3) weeks prior to the meeting. Upon dissolution, its assets shall be sold and the proceeds of such sale together with any remaining finds shall be distributed exclusively for the purposes of the organization in such manner or to such organization and operated exclusively for charitable or educational purposes falling under the provision of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.