BY-LAWS of THE THEATRE LEAGUE OF SOUTH FLORIDA, INC.
The following constitutes the By-Laws of The Theatre League of South Florida, Inc. (“The League”) These By-Laws are effective pursuant to the Resolution of The League’s Board of Directors dated September 15, 2015 and attached hereto and replace and supersede any previous By-Laws and amendments thereto.
The By-Laws are organized as follows:
|I||Name, Records Location, and Fiscal Year|
|III||Members, Membership, Dues, and Meetings|
|IV||Board of Directors|
|VII||Conflict of Interest Policy|
|VIII||Amendments to By-Laws|
|IX||Ratification of By-Laws|
|X||Producing Activity of the League|
|Resolution by the Board of Directors to Adopt the By-Laws|
ARTICLE 1 – Name, Records Location, and Fiscal Year
Section 1. Name
This corporation shall be known as the THEATRE LEAGUE OF SOUTH FLORIDA, INC. d.b.a. South Florida Theatre League (“League” or “Corporation”) and shall serve the geographic counties of Monroe, Dade, Broward, and Palm Beach.
Section 2. Books
There shall be kept at the principal or other designated office of the League, books or records of membership and correct books of account of the activities and transactions of the League, including a minute book, which shall contain a copy of the Articles of Incorporation, a copy of these By-Laws, and all amendments thereto, copies of any policies adopted by the Board of Directors, and all minutes of meetings of the members and of the Board of Directors.
Section 3. Fiscal Year
The League’s fiscal year shall run from October 1 to September 30 of each calendar year of its existence.
This association is organized for educational, cultural, and other non-profit purposes pursuant to section 501 (c)(3) Internal Revenue Code.
The Theatre League of South Florida is an alliance of theatrical organizations and professionals dedicated to nurturing, promoting and advocating for the growth and prestige of the South Florida theatre industry.
Members, Membership, Dues, and Meetings
Section 1. Categories of Membership
The membership of the League shall consist of three categories drawn from the discipline of the theatre arts.
- Member Companies (both Equity and non-Equity): Commercial Theatre Companies; Not-For-Profit Theatre Companies, whose non-profit status has been granted by the Internal Revenue Service; Educational Institutions offering theatre training, and Annual Theatrical Events, i.e., festivals.
- Individual Members: Those who work in the theatre arts or are students of theatre arts, and/or patrons of theatre arts.
- Student Members: Individuals with proof of enrollment in an educational institution.
- Other At-Large Members and Sponsors. The Board of Directors may add additional categories of membership upon a majority vote wherein such additional membership and sponsor categories are determined as being potentially beneficial towards the fulfillment of The League’s mission.
Section 2. Denial or Revocation of Membership
A. An application for membership may be denied, with reasonable cause, as determined by an affirmative vote of two-thirds (2/3) of the total Board of Directors.
- Any member may be removed by the Board of Directors for delinquency in dues payments or for outstanding delinquency in the payment of other funds due the League.
- Any member may be removed with reasonable cause, as determined by the Board of Directors, by an affirmative vote of two-thirds (2/3) of the total Board of Directors.
- Any Member Company shall be considered as having resigned in the event of the Company’s dissolution.
Section 3. Membership Dues
Membership dues, payment levels and category levels are decided upon by a simple majority vote of the Board of Directors as the Board deems necessary from time to time. Annual dues are payable to The League no later than September 1 of any calendar year.
Section 4. Meetings of League Membership
A General Meeting of the members of The League will occur annually, with a date to be determined by the Board two months prior to the meeting.
Section 5. Special Meeting of League Membership
Special meetings of The League for any purpose or purposes may be called by the Secretary or Executive Director at the direction of the President or Board of Directors.
Section 6. Notice of Meetings
Written notice of all meetings of the League, stating the time, place, and objects thereof, shall be given at least fifteen (15) and not more than sixty (60) days before such meeting to each Member. Urgent issues may be voted upon through electronic communication if 15 days notice for a special meeting cannot be executed or is not practical.
Section 7. Reports to the Membership
Any League Member will have access to the approved minutes of all meetings upon scheduling an appointment with the Secretary of the Board of Directors or Executive Director during normal business hours or at other times convenient for the holder of the minutes. There will be an annual meeting at which time the Board of Directors will make a report to the League Membership.
Board of Directors
The League’s Board of Directors sets the direction and policy for The League and is responsible for conducting and overseeing the business of the League and activities of any appointed officers. The Board of Directors shall be entrusted with the management responsibility for the affairs of The League. This includes setting the annual budget and approving any expenditure not accounted for in the annual budget.
Section 1. Number of Directors
The Board of Directors shall consist of no fewer than seven (7) or more members to include the Executive Committee. The Board of Directors may increase the membership of the Board as it deems necessary.
Section 2. Nomination and Election of Directors
A. A Nominating Committee shall be appointed by the Board of Directors, exercising with its best efforts to seek out and recommend candidates for election to the Board of Directors. General membership may and will be encouraged to submit candidate recommendations to the committee. The Committee shall submit to the Board of Directors by mail or e-mail any nominee at least fifteen (15) days prior to any Board meeting.
- A person not nominated by the committee may run for a position on the Board either by having a Board member place them into nomination at the voting meeting, or by presentation of a petition signed by 1/4 of the general membership.
- Voting shall occur in person at a meeting of the Board of Directors or by mail or e-mail proxy with the deadline for returned ballots occurring no less than one day prior to the meeting. The results of the election will be announced at the meeting. A nominee must be elected by a simple majority vote of the Board of Directors.
Section 3. Term of Board Members
Board Members shall serve no more than two (2) consecutive four year (4) terms of service for a total possible full term of eight (8) years. A person who has served the full term of service may be re-elected to the Board of Directors after a one year hiatus.
Section 4. Absences from Meetings
Board Members will attend each meeting of the Board of Directors called unless an excuse of absence is written or called into the Secretary, Executive Director or President in advance of that meeting. Each member is entitled to two (2) absences per year with written notification to the above.
Section 5. Duties and Powers of Board Members
The direction and management of the affairs of the League shall be vested in its Board of Directors, who shall have complete discretion to approve a yearly budget. All expenditures, disbursements or distributions of funds to be made in carrying out the purposes of the League shall be reviewed by the Board at each Board Meeting.
Section 6. Vacancies
In case of any vacancy in the Board of Directors, the remaining Directors may, by vote of a majority then in office, elect a successor for the unexpired term of that Director.
Section 7. Removal of Board Members
Any Board Member may be removed with reasonable cause, as determined by the Board of Directors, by a unanimous vote of the remaining Board membership.
Section 8. Manner of Acting
The Board of Directors will set the goals of the organization and appoint committees whose aim it will be to serve these goals. Each committee shall be chaired by a Board Member of the League and may be comprised of additional Board Members. Additional committee members may be drawn from the membership of the League or from qualified individuals and outside organizations as determined by the Chairman of the Committee.
Section 9. Quorum
A simple majority of the Board of Directors shall constitute a quorum, whether present in person or by proxy. A proxy may consist of an e-mail or a fax or a phone call verified by an Executive Committee member or the Executive Director
Section 10. Meetings of the Board of Directors
Members of the Board of Directors shall meet no less than six (6) times annually.
Section 11. Advisory Board
The Board of Directors may, at their discretion, create an Advisory Board as an ancillary support group for the Board and the League. Advisory Board Members will have no voting rights. Membership on the Advisory Board will be by election by a majority of the Board of Directors. Advisory Board members will not have term limits and removal if necessary will be decided by a simple majority of the Board of Directors. A review of the membership on the Advisory Board will occur every four (4) years.
Section 1. Elections
The Executive Committee of the League shall consist of a President, Vice-President, Secretary, and Treasurer and shall be elected from the Board of Directors at the last Board meeting of each fiscal year.
Section 2. Election and Term of Office. Officers shall serve for a term of ONE year with no limit to the number of terms an officer may serve. Officer/Executive Committee membership terms shall begin on the first day of the fiscal year.
Section 3. Vacancies
In case of any vacancy in the Executive Committee, the remaining Directors may, by vote of a simple majority of the Board of Directors then in office, elect a successor for the unexpired term of that Officer.
Section 4. Removal of Officers
Any officer may be removed with reasonable cause, as determined by the Board of Directors, by a unanimous vote of the remaining Board membership. In the event an Executive Committee member should no longer be a member of the Board of Directors for any reason, they shall be automatically removed from office as an Executive Committee member.
Section 5. President
The duties of the President shall include, but not be limited to, the following:
A. to call and preside at all regular and special meetings of the Board of Directors;
B. to call and preside at all regular and special meetings of the full League membership;
C. to act as an official spokesperson of the League;
D. to appoint all standing and regular committees of the Board of Directors;
E. to act as an ex-officio member of all League committees; and
F. to execute on behalf of the Corporation all legal and official documents as required in the transaction of the business of the League.
Section 6. Vice President
The duties of the Vice-President shall include, but not be limited to, the following:
A. to assume all duties of the office of the President in the event that the President is unable to carry out said duties; and
B. to assume all other duties as determined by the Board of Directors.
Section 7. Secretary
The duties of the Secretary shall include, but not be limited to, the following:
A. to maintain, or cause to be maintained, complete and accurate records of all Board of Directors and League meetings;
B. to publicize, or cause to be publicized, all notices of meetings concerning the Board of Directors or full League membership;
C. to receive, validate and vote all members’ proxies pursuant to these By-Laws; and
Section 8. Treasurer
The duties of the Treasurer shall include, but not be limited to, the following:
A. to maintain or cause to be maintained, complete and accurate records of all income and expenditures of the League;
B. to present, for ratification by the Board of Directors, periodic financial reports and, when applicable, a proposed budget for the following fiscal year.
The Executive Director serves at the sole discretion of and reports to the Board of Directors.
The duties of the Executive Director shall include, but not be limited to, the following:
A. Receive, review and maintain, pursuant to these By-Laws, all official correspondence of the League.
B. Maintain or cause to be maintained the membership rolls of the League, especially with regard to voting eligibility and membership status.
C. Send out or cause to be sent out all official correspondence of The League.
D. Maintain the permanent address, telephone, fax and computer in the office of The League.
E. Act as the public spokesperson for the good of the League.
F. Create and maintain programming, workshops, marketing initiatives, and partnerships in support of the mission.
G. Hire staff and consultants as necessary within approved budget.
H. Such other duties as shall be designated by the Board of Directors.
Conflict of Interest Policy
This Article recognizes the possibility that from time-to-time issues may arise wherein a Board Member could have a conflict of interest concerning an action under consideration by the Board of Directors. As such these By-Laws incorporate the following Conflict of Interest Policy, said policy having been previously approved by the Board of Directors.
Section 1. Conflict Defined. A conflict of interest may exist when the interests or activities of any Board Member, Officer, Executive Director or staff member may be seen as competing with the interests or activities of this Corporation, or the Executive Director, Officer or staff member derives a financial or other material gain as a result of a direct or indirect relationship.
Section 2. Disclosure Required. Any possible conflict of interest shall be disclosed to the Board of Directors by the person concerned, if that person is a Board Member, Executive Director or Officer of Corporation. Any possible conflict shall be disclosed to the President, or to such person or persons as he or she may designate, if the person is a member of the staff. Concern regarding possible conflict of interest may be raised by a non-interested Board Member at any meeting.
Section 3. Abstinence from Vote. When any conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors or its appropriate committee and such person shall not vote on the matter; provided however, any Director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof.
Section 4. Absence from Discussion. Unless requested to remain present during the meeting by a majority of the disinterested Directors, the person having the conflict shall retire from the room in which the Board of Directors or its committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person shall provide the Board of Directors or committee with any and all relevant information.
Section 5. Addressing the Conflict of Interest. By a majority vote of disinterested Directors present, the Board of Directors shall make a determination whether the transaction or arrangement is in the Corporation’s best interests and for its own benefit; is fair and reasonable to the Corporation; and, after exercising due diligence, determining that the Corporation cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances. At the option of the Board of Directors, a disinterested person or committee may be appointed to investigate alternatives to the proposed transaction or arrangement.
Section 6. Minutes. The minutes of the meeting of the Board of Directors or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present [unless their presence was requested under Section 4 above] during the final discussion or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board or its committee, excluding the person concerning whose situation the doubt has arisen.
Amendments to By-Laws
Section 1. Submission of Proposed Amendments
Proposed amendments to these By-Laws may be submitted by any League member. Said proposed amendments must be forwarded by mail or e-mail to the Board of Directors at least fourteen (14) days prior to the next Board of Directors meeting.
Section 2. Voting on Amendments to By-Laws
After consideration and any revisions, all proposed amendments shall be presented to the Board of Directors for a vote at a regular or special meeting of the Board of Directors. At that time an affirmative vote of a three-fourths (3/4) majority of a quorum of the Board of Directors present in person or by proxy shall be required for adoption.
Ratification of By-Laws
By-Laws shall be ratified by an affirmative vote of a three-fourths (3/4) majority of a quorum of the Board of Directors present at a scheduled meeting or a meeting called for such a purpose.
Producing Activity of The League
The League shall be allowed to produce activities, both social and theatrical, as the Board directs to benefit the League; but in no way cause there to be a conflict or competition with its Member Companies.
The League shall indemnify and hold harmless to the full extent permitted by law and shall have the authority to purchase and maintain liability insurance on behalf of, any person who serves or has served as a director, officer, employee, or authorized agent of the Association, or who serves or has served, at the request of the association as the director, officer, employee, or authorized agent of another corporation, partnership, joint venture, trust or other entity.
Dissolution of the Corporation
In the event that The League is to be dissolved, dissolution shall be carried out pursuant to the laws of the State of Florida and Articles of Dissolution shall be filed with the Florida Department of State after the affairs of The League have been wrapped up.
Amended June 1997
Amended June 1998
Amended June 2000
Amended October 2002
Amended August 2006
Amended October 2008
Amended September 2015