Constitution of the Community Theatre Association of Michigan
Article I — Name
The name of this organization shall be the “COMMUNITY THEATRE ASSOCIATION OF MICHIGAN.”
Article II — Purpose
The purpose of this Association shall be to foster a closer relationship among its members, the community theatres of the State of Michigan; to encourage high standards of theatrical production; to stimulate interest in theatre in Michigan; to provide a means for exchange of ideas and information about theatrical production, acting, playwriting and theater arts; and to promote and provide education in the theatre arts.
Article III — Membership
Membership in this Association is open to all community theatre organizations, community theatre councils and to individuals in the State of Michigan. All past presidents of the Community Theatre Association of Michigan, in recognition of their services to the organization, shall be made life members and such award of life membership shall be made in the calendar year following their last year of tenure as president, subject to the approval of the Board. The Board of Directors may present honorary life memberships to other individuals it considers deserving of the honor.
Article IV — Board of Directors and Officers
The Board of Directors of this Association shall consist of nine (9) members, each elected for a three (3) year term, with three (3) members elected each year. The officers of this Association shall be at least a president, vice-president, secretary and treasurer. No members of the Board of Directors can hold office for more than two consecutive terms of three (3) years.
Article V — Annual Meeting
The Annual Meeting of this Association shall take place each Fall at a site determined by the Board of Directors and designated by the previous Annual meeting. Bylaws shall be drawn by a committee appointed by the president, and these Bylaws shall be ratified by a two-thirds (2/3) vote of member groups present, and shall be the governing rules of this organization so long as they are consistent with this Constitution.
Article VI — Bylaws
The Bylaws may be amended at any meeting of the Association by a majority vote of those member groups present and voting thereon; provided such proposed amendment has been submitted in writing to each member group at least one month prior to the meeting and provided that notice of such meeting shall include notice of the proposed amendment.
Article VII — Constitution
This Constitution may be [rescinded or] amended by a two-thirds (2/3) majority vote of those member groups present and voting at any annual meeting, provided that such proposed amendment has been submitted in writing to each member group at least one month prior to the annual meeting, and provided that notice of such meeting shall include notice of the proposed amendment.
Article VIII — Dissolution
In the event of dissolution, all assets real and personal, shall be distributed to such organizations as are qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Law.
Revised September, 2004
Bylaws of the Community Theatre Association of Michigan
(As approved at 2011 Annual Meeting, September 24, 2011)
Article I – Membership
- Membership in the Association shall be open to such theatre organizations within the state of Michigan as conform to the following definition of community theatre: one which has a regular schedule of theatrical productions; is voluntarily participated in for the enjoyment of the membership and the general public; is controlled by a board of directors duly elected by the membership; and may or may not have a paid executive staff
- Membership in the Association shall be granted upon application, payment of dues, and approval of qualifications.
- Member theatres that fail to keep in force the membership qualifications shall be suspended from all Association benefits and activities until such qualifications are met.
- Individual and family non-voting memberships shall be open to interested individuals or families upon payment of membership dues.
- The board of the directors of the Association may grant honorary life memberships to individuals.
- The opportunity for membership and participation in the Association or to receive the benefits of the Association’s programs shall be without regard to race, color, religion, national origin, age, or sexual orientation.
Article II – Dues
- The Association’s fiscal year shall start on January 1 and end the following December 31.
- The annual dues of member groups are to be paid by the Association’s annual fall meeting in order for member groups to vote at the annual meeting.
- The delegates of member groups to the annual meeting of the Association may, by majority vote of those present, establish or make any changes in a schedule of dues.
Article III – Annual Meeting
- An annual meeting of the members of the Association shall be held in accordance with Article V of the Constitution of the Michigan Community Theatre Association.
- Members of the Association shall receive notification of the annual meeting of the Association at least thirty (30) days in advance of such meeting.
- Other meetings of the general membership may be held at the request of the board of directors of the Association or upon the request, in writing, by a minimum of six member groups.
Article IV – Voting
- At all meetings of the Association, each member group shall be entitled to two delegates, with each delegate entitled to one vote on all propositions brought before such meetings of the Association.
- At all meetings, a quorum shall be constituted by the presence of 12 or more member groups in good standing.
Article V – Officers
- The officers designated in the Constitution of the Association shall be elected from within the board of directors of the Association at their first meeting following each fall annual meeting of the Association.
- Officers shall hold their offices for a term of one (1) year or until their successors are elected.
- Any person being considered for the office of president must have served one (1) full year of an elected term to the board of directors prior to being elected.
- An individual may serve as president for no more than three (3) consecutive years.
- The elected members of the board of directors may be reimbursed for some expenses related to the business of the Association.
- The duties of the officers of the Association shall be those normally associated with the designation of such positions.
- The vice-president shall participate on the planning committees for any and all conferences and festivals conducted under the auspices of the Association and shall provide accurate reports and accounting of the planning and execution of such events.
- An executive committee shall be composed of the president, vice-president, secretary, and treasurer of the Association. All actions of the executive committee are subject to the approval of the entire board of directors at the next board meeting following any executive committee meeting.
Article VI – Board of Directors
- The board of directors of the Association shall be constituted of those elected by the delegates of the general membership at the annual meeting of the Association.
- The board of directors shall have the following powers:
To direct the expenditures of the funds of the Association.
To execute all actions directed and decisions made by the membership at an annual meeting or special meetings of the Association.
To oversee the implementation of long range plans or strategies of the Association.
To appoint special committees from time to time, as it is deemed necessary and expedient, and to define the duties of such committees.
To recruit non-member theatre groups in order to increase membership in the Association.
To fill any vacancies on the board that occur for whatever reason by appointing interim members to the board, who will possess full voting privileges until the next annual meeting of the Association, at which time a special election shall be held to fill such vacancies.
To dismiss a member of the board of directors for failure to attend board meetings, for failure to show interest in the activities of the Association, or for conduct that may injure the good name of the Association, disturb its well-being, or hamper its work.
- The board of directors shall meet not less than five (5) times in each calendar year, at a location or via any social media to be selected by the president of the board. Additional meetings may be held upon the call of the president, or at the request in writing of any six member groups of the Association in good standing, provided the request includes the reason for such a meeting.
- Notice of all meetings of the board of directors shall be given in writing at least ten (10) days prior to said meetings.
- The presence of five (5) voting members of the board shall constitute a quorum for all meetings of the board of directors.
- In the event that the home theatre group of a voting member of the Association’s board of directors ends its membership in the Association or ceases to exist, that voting member of the board must join another Association member group within thirty (30) days or be automatically removed from membership on the board of directors.
Article VII – Standing Committees
- Nominating Committee: This committee shall consist of three (3) members appointed by the board of directors, one of whom must be an elected member of the board. It is the duty of this committee to prepare a slate of at least three (3) but not more than five (5) nominees for positions on the Association’s board of directors for the succeeding year.
- Long Range Planning Committee: This committee shall consist of at least four (4) members, the chairperson of which shall be an elected member of the Association’s board of directors. The chairperson shall, in turn, appoint the remaining members. It is the duty of this committee to develop and recommend a one to five (1-5) year strategic plan for the Association. On a yearly basis, the board of directors is to review, to revise and/or update as necessary, and to approve such strategic plans. Furthermore, the board is to provide an annual report on the long range strategic plan to the membership. The Association’s board of directors may meet as a committee-of-the-whole for the purpose of long range planning.
- Fund Development Committee: This committee shall be appointed by the president of the Association’s board of directors. At least one (1) elected member of the board shall participate on this committee. The duty of this committee is to develop strategies for seeking out underwriters, donors, and other sources for contributions in order to maintain and develop the Association’s purpose and goals.
Article VIII – Annual Meeting Election Procedures
- The chairperson of the Nominating Committee shall present the slate consisting of at least three (3), but not more than five (5) candidates for election to the Association’s board of directors.
- The president of the Association’s board of directors shall ask for any nominations from the floor. Any accepting a nomination from the floor must provide to the voting delegates their personal qualifications and reasons for wishing to be elected to the board. Anyone accepting a nomination from the floor should also be apprised of the responsibilities of being a member of the Association’s board of directors and be in personal agreement with such responsibilities.
- The election shall be by secret ballot. The president shall appoint at least two (2) persons to distribute, collect, and tabulate ballots.
- Only two delegates from each member group in attendance at the annual meeting are entitled to vote. Each delegate present shall be entitled to one vote for each vacancy.
- The president shall announce to the members present the names of those elected to three-year terms on the Association’s board of directors.
- Election to fill open, unexpired terms shall be voted upon separately from and after the election results to fill the three-year terms have been announced.
Article IX – Parliamentary Procedure
All meeting procedures of the Association and of the Association’s board of directors shall be governed by Robert’s Rules of Order.