ARTC Bylaws

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By Laws for the Atlanta Radio Theatre Company

Bylaws in PDF format

Revised July 2006

INDEX

GENERAL

  1. Name. The name of this organization shall be the Atlanta Radio Theatre Company, a not for profit corporation in the state of Georgia (hereinafter referred to as "ARTC").
  2. Purpose. The purpose of ARTC is to promote and produce the art form of radio/audio drama, teaching its history and craft, including but not limited to performing both on and off the air, and by sales of audio dramas and all other activities permitted by law.
  3. Membership. Membership in ARTC is open to all parties interested in the purpose of ARTC. Registered members are those participants who wish to be voting members and pay an annual registration fee and payment as determined by the Board of Directors. Registration shall be deemed expired when over 60 days in arrears. Benefits to members will be set by the Board of Directors.
  4. Non-registered members. Non-registered members are welcome to participate in the functions of ARTC except in elections or other excluded areas of business.
  5. Voting majority. Unless otherwise stated, for all matters presented to ARTC for a vote, a simple majority vote of those paid members present shall suffice. A supermajority shall be defined as a two thirds majority.

OFFICERS AND DIRECTORS

  1. Board of Directors. The Board of Directors shall consist of nine elected Directors. The board may decide, by a two-thirds majority vote to shrink the board to no fewer than five members or to expand it to up to thirteen members without a change in by-laws.
  2. Major Appointed Officers. ARTC's major appointed officers shall consist of a President, a Vice-President, a Secretary, a Treasurer, and an Agent for Service (as required by Georgia Law.) These officers are appointed by the Board of Directors and serve at the pleasure of the Board of Directors. These officers, except for the Agent for Service, shall be known as the Executive Committee.
  3. Eligibility for Major Appointed Officers. Eligibility for major appointed officers shall be reserved to those who have been registered members for at least one calendar year as defined in the SOP. Eligibility for office at the time that these bylaws are first established shall be participation in ARTC activities for at least one year.
  4. Eligibility for Board of Directors Eligibility for inclusion in the Board of Directors shall be a demonstrated interest in ARTC as shown by at least one full year’s service and membership. Service should include non-acting activities.
  5. Terms of Office. Members of the Board of Directors shall serve three year terms, beginning January 1. They shall be elected on a staggered rotation of 3 directors (or one third of the directors) each year.
  6. Term limitations. All Board members may serve successive terms without limitation.

GOVERNING BODIES

  1. Board of Directors.
    1. The Board of Directors shall establish the overall policy and direction of ARTC.
    2. The Board of Directors shall elect annually within the first quarter of the year from its membership a Chairperson, a Vice-chairperson, a Recording Secretary and a Parliamentarian.
    3. The Chairperson shall be the presiding officer, in his or her absence, the Vice-chairperson shall preside. In the absence of the Chairperson and Vice-Chairperson the Recording Secretary shall preside.
    4. The Recording Secretary shall record and distribute the meeting minutes within thirty days to the Directors and to the ARTC Secretary for inclusion in the ARTC Files.
    5. A simple majority of the board members shall constitute a voting quorum.
    6. All proxy votes for Board of Directors issues must be presented in writing prior to the Meeting and duly recorded by the Recording Secretary.
    7. Directors may also serve as other officers.
    8. In case of a tie, the Chairperson shall cast a tie-breaker vote.
    9. It shall be the responsibility of the Board of Directors to:
      1. Approve a budget as developed by the Executive Committee,
      2. Appoint and/or remove the President, vice-president, secretary, treasurer and Agent for Service.
      3. Appoint any other officers they deem necessary
      4. Oversee the Executive committee.
  2. Executive Committee.
    1. The Executive committee of the organization shall consist of the President, Vice-president, Secretary, and Treasurer and any appointed officers or committee chair persons upon the invitation of the Executive Committee.
    2. It shall be the responsibility of the Executive committee to:
      1. Administer the business of the Organization;
      2. Develop a budget and submit to the Board of Directors to be approved or amended,
      3. Schedule and plan the organization's events and projects;
      4. Promote the interest and welfare of the members as a whole through appropriate means;
      5. Review the work of the Appointed Officers and committees.

DUTIES/AUTHORITY OF THE MAJOR APPOINTED OFFICERS OR EXECUTIVE COMMITTEE

  1. President.
    1. Duties. The duties of the President shall include:
      1. Presiding at the Business meetings of the organization, and attending Board of Directors meetings.
      2. Presenting to the membership periodic reports on the state of the organization.
      3. Representing the organization in dealings with other organizations, or appointing another individual to so represent the organization.
        1. Appointing committee chairs,
        2. Enforcing these by-laws.
    2. Authority. The President, with the advice of elected officers, shall have the power to make all administrative decisions and set policy, except as reserved to another herein. He or she shall also have the power to appoint such assistants/appointed officers as he deems necessary to carry out his duties, subject to the approval of the Board of Directors. The President shall also have the power to call business meetings and executive officers' meetings.
  2. Vice-President.
    1. Duties. The duties of the Vice-president shall include:
      1. Presiding at business meetings in the absence of the President;
      2. Appointing, overseeing and coordinating the duties of the Broadcast liaison, the Production Manager and the Live performance liaison if any.
      3. Other duties as determined by the President, including presidential duties as conferred by the President.
    2. Authority. The Vice-President shall serve as advisor to the President and shall assume the powers of the President in the event the President resign or is removed from office until a new President is appointed by the Board. He or she shall also have the power to appoint such assistants/appointed officers as he deems necessary to carry out his duties subject to the approval of the Board of Directors. The Vice-President shall also have the power to call business meetings and executive officers' meetings.
  3. Secretary.
    1. Duties. The duties of the Secretary shall include:
      1. Responsibility for recording and distribution of the minutes of ARTC business meetings and distribution of the minutes of the meetings of the Board of Directors;
      2. Maintaining the organization's files, except for records reserved to other officers as stated herein, including but not limited to scripts, databases, membership information and correspondence.
      3. Handling or routing correspondence, including trade journals and the press.
      4. Maintaining corporate status and filings needed with the State of Georgia.
      5. Overseeing the duties of the Agent for Service.
      6. Keeping the Official planning calendar.
      7. Maintaining duplicates of all Treasurer records given to him or her by the Treasury.
      8. Delivering duplicate copies of all minutes or correspondence to the Treasurer.
      9. Keeping the official SOP as approved by the BOD.
      10. Any other duties as assigned by the President.
    2. Authority. The Secretary shall serve as advisor to the President, shall assume the unexpired term of the Vice-President, and shall assume the powers of the President in the event both the President and the Vice-president resign from office until a new President or Vice-President can be appointed by the Board. He or she shall also have the power to appoint such assistants/appointed officers as he deems necessary to carry out his duties subject to the approval of the Board of Directors.
  4. Treasurer.
    1. Duties. The duties of the Treasurer shall include
      1. Responsibility for the maintenance of all financial records and bank accounts of ARTC.
      2. Publishing quarterly financial statements and having them available at business meetings of ARTC.
      3. Reviewing budgets and expenditures of ARTC,
      4. Preparing budgets in cooperation with the Board,
      5. Maintaining and filing all financial records and forms as are required by the IRS and other governmental bodies, including sales tax forms, sales reports and inventory figures
      6. Maintaining all financial records required by the Board or the President,
      7. Maintaining duplicates of all Secretarial minutes and records given to him or her by the Secretary.
      8. Delivering duplicate copies of all financial records to the secretary for safe-keeping.
      9. Appointing and overseeing the duties of the Sales manager.
    2. Authority. The Treasurer shall serve as advisor to the President, shall assume the unexpired term of the Secretary, and shall assume the powers of the President in the event both the President, the president-elect and the secretary resign from office until new officers can be appointed by the Board. He or she shall also have the power to appoint such assistants/appointed officers as he deems necessary to carry out his duties subject to the approval of the Board of Directors.
  5. Agent for Service Georgia law requires that an Agent for Service be named and that said agent must reside in the county in which ARTC is incorporated. The only duty of this office is to forward any ARTC correspondence or service of process to the Secretary. The office has no other authority or duties.
  6. Subject to the approval of the board, the major officers may appoint, on an interim basis, additional individuals to carry out specific responsibilities and duties. These other appointed officers should be presented to the Board for approval at the earliest possible opportunity. In addition, the Board may create additional offices if it deems necessary. The board of directors must explicitly disapprove of the appointment at their next meeting and the appointee may serve until that meeting.
    1. Other officers. The duties and authorities of any appointees may be found in the Standard Operating Procedure. When a new position is created, the requirements, responsibilities, terms of office and voting restrictions must be decided upon. The duties of any appointee not listed in the SOP shall be ultimately decided upon by the BOD.
    2. Assistants In addition, officers may appoint such assistants as they desire. As long as these assistants have no power or authority, they serve at the whim of the appointing officers. Such assistants do not attend meetings unless specially requested and do not have voting abilities.

STANDARDS OF OFFICIAL CONDUCT; METHODS OF REMOVAL; AND RESIGNATIONS.

  1. Monetary recompense. No Board member shall be entitled to receive any salary or compensation for the duties of that office. Board members may be reimbursed for expenses incurred, subject to the process detailed in Section IX. All officers or members of the Board of Directors may receive recompense for other services, also subject to the process detailed in Section IX.
  2. Conduct. Elected and appointed officers shall conduct themselves in a professional manner representing the company’s best interest.
  3. Removal of a member of the Board of Directors Removal of a member of the Board of Directors may be accomplished as follows:
    1. The Board of Directors may remove a member by a two-thirds majority vote at any time.
    2. Ten percent of the registered ARTC members may petition for removal of a Board member by setting forth their reasons in a petition. The petition must be presented in writing to the Board of Directors at least two months prior to the end of the term of office.
    3. The Board must present the petition to the total organization membership within 30 days unless the petitioners withdraw the petition.
    4. At least 33% of the eligible Organization members must vote. A three fourths majority of those voting from the Organization must vote for removal in order for the removal to be effective.
  4. Removal of major appointed officers. Removal of a major appointed officer may be accomplished as follows:
    1. The Board of Directors may remove a major appointed officer by a two-thirds majority vote of the total BOD at any time.
    2. By Members
      1. Ten percent of the registered ARTC members may petition for removal of a major appointed officer by creating a petition. The petition must be presented in writing to the Board of Directors.
      2. The Board must present the petition to the total organization membership within 30 days unless the petitioners withdraw the petition.
      3. At least 33% of the eligible Organization members must vote. A three fourths majority of those voting from the Organization must vote for removal in order for the removal to be effective.
  5. Removal of other officers. Other officers not mentioned above may be removed by the officer who appointed them or by the Board of Directors.
  6. Resignations of Appointed Officers or Members of the Board of Directors. Any resignation shall be made in writing to the President, immediate supervisory officer or Chairperson of the Board of Directors, as appropriate, specifying the effective date of resignation.

NOMINATIONS, ELECTIONS, AND REPLACEMENT OF MEMBERS OF THE BOARD

  1. Nominating Committee. On or before July 1 of each year, the Chairman of the Board of Directors shall select and send to the Board of Directors, two names from the registered membership to serve on the nominating committee along with the current Chairperson of the Board and the current Secretary of the Board of Directors. A simple majority vote by the Board shall approve. Should the Chairperson or the Secretary wish not to serve, he or she shall notify the BOD prior to July 1st and the Chairperson shall select a replacement member for the Nominating Committee. The members of the Nominating Committee must be approved by the Board no later than August 15.
  2. The slate of candidates. By the last Wednesday in September, the Committee shall select a slate of candidates. Each candidate must have been contacted and agreed to run. The Nominating Committee shall submit the slate of nominated candidates to the current Secretary.
    1. Additional nominees may be nominated by registered members. Such nominations should be made, in writing, to the Secretary of the Nominating Committee before the last Wednesday in September. Suggested candidates must have been contacted and agreed to run.
    2. The Secretary shall verify all candidates' eligibility to hold office. Once the nominees certified as eligible by the Secretary, the Nominating Committee shall make the slate known to the membership at meetings, and through any electronic or print system used to distribute information to the members. The Nominating Committee shall also announce the date the elections will take place. This date must be no later than November 1. Said announcement must be at least two weeks prior to the election.
  3. Balloting. On the announced date for the election, the Nominating Committee shall place the slate of candidates in nomination for their respective offices. The secretary shall post a list of those eligible to vote. The secretary shall announce the number of votes that constitutes a simple majority of those present.
    1. There shall be a preferential ballot. The voters rank their preference from 1 (the most preferred candidate) to the number of open candidates.
    2. The newly elected Board Members shall assume their duties on January 1st of the New Year.
    3. Ballots and election results shall be kept by the Secretary for a period of sixty days and be made available for inspection. After sixty days the ballots may be destroyed.
  4. Replacement of Officers. All officers serve at the pleasure of the Board. In the event that an officer resigns or is removed from office, the Board will replace him or her within two months from the effective date of his or her resignation or removal. In the event a member of the Board resigns or is removed from office, the Chairman of the Board shall nominate a replacement to fill the remainder of the term. The Board must approve the replacement by a simple majority of the total BOD. Should a member of the Board be unavailable for an extended period of time, or become incapacitated, the Board will vote whether or not to replace the member. If the Board agrees that the member is incapacitated or unavailable, the Chairperson may nominate a replacement to fill the remainder of the term. The Board must approve the replacement by a simple majority.
  5. The number of positions on the BOD may be changed by a supermajority vote of the BOD, the changes to take effect at the next regularly scheduled elections.

MEETINGS

  1. Business meetings. A regular Business meeting of ARTC shall be held at least monthly on a regularly specified day. These may be held in conjunction with rehearsals. The purpose of Business meetings is to keep the registered members informed of the plans and the execution thereof of the organization and to receive input from the registered members.
  2. Executive Committee meetings. The Executive Committee shall meet at least quarterly at a time and place determined by the President. Notice for Executive Committee meetings shall be given to the membership at least 14 days prior to a meeting. A shorter notice period can be agreed upon by a quorum of the Executive Committee.
  3. Board of Directors meetings. The Board of Directors shall meet at least semi-annually as a time and place as determined by the Chairman of the Board. Notice for Board meetings shall be given to the membership at least 14 days prior to meeting unless a quorum agrees to a shorter notice.
  4. E-meetings A meeting may be held via email or teleconferencing unless one or more members of the Board of Directors or Executive Committee, as applicable, objects. It is expected that such meetings be held only for single items that need immediate action.
  5. Rules of Order. All ARTC meetings shall be conducted according to parliamentary procedure as defined in the most recent edition of Roberts Rules of Order.
  6. Who may attend. All meetings shall be open.
  7. Quorums. A quorum for meetings of the Executive Committee shall consist of three Executive Committee members. A Quorum for meetings of the Board of Directors shall consist of a simple majority of the members of the Board of Directors.

FINANCES

  1. Prior approval. No member may obligate ARTC for any expense without the prior approval of both the President and the Treasurer. Certain expenses and spending limits and budgets may be pre-approved by the President and the Treasurer to allow for the smooth functioning of the organization.
  2. Yearly Reports. The Treasurer shall prepare and provide a report to the President by January 15th of each year. If the office changes hands, the outgoing Treasurer must provide within 15 days of the end of his or her term a report covering all financial matters of ARTC and turn over all relevant records to the President. A copy of said report will be placed in the files of ARTC for inspection by any registered member. Other financial reports may be required at the discretion of the President and/or Chairman of the Board of Directors.

AMENDMENTS

  1. Initiation. Amendments/changes to the Bylaws of ARTC may be initiated by any one or more of the following:
    1. The Board of Directors;
    2. The Executive Committee;
    3. Any registered member by presenting to the Executive Committee a petition signed by not less than 10% of the registered members.
  2. Preliminary Approval. The proposed amendment must be included on the agenda of the next regularly scheduled meeting of the Board of Directors. The Board may act upon the proposal by approving it by a majority vote of those voting, returning it to the sponsor for revision or clarification, or rejecting it. They may also revise its wording or format to be consistent with the format of these Bylaws but without changing its intent.
  3. Final approval. Proposed changes of the Bylaws shall then be submitted to the registered membership for approval at a business meeting of ARTC after notification of such voting has been given for two consecutive business meetings.
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