Constitution and By-Laws

ARTICLE I - Name and Purpose

Section 1
The name of the Corporation shall be ALTOONA COMMUNITY THEATRE, INC.

Section 2
The Corporation is chartered in Blair County by the Commonwealth of Pennsylvania as a non-profit, non-stock organization.

Section 3 The mission of the organization shall be:

To produce quality live theatre that is entertaining and intellectually stimulating.
To provide an avocational outlet for area residents to express themselves creatively in all facets of the theatre arts.
To foster appreciation for the theatre arts throughout the community and stimulate their growth through educational and other programming.

Section 4
The Corporation is to exist perpetually.

Section 5
The fiscal year shall run from July 1 to June 30.

ARTICLE II – Membership

Section 1
Membership will consist of two categories – general and junior members.

Section 2
Any person eighteen (18) years of age or older shall be eligible for general membership. Any person under eighteen (18) years of age shall be eligible for junior membership.

Section 3
Only paid general members shall have voting privileges.

Section 4
Dues for all members shall be yearly and established by the Board of Directors.

Section 5
Dues paid by a new member during the last quarter of a year automatically fulfills the ensuing year’s dues.

ARTICLE III – Membership Meetings

Section 1
Meetings of the membership of Altoona Community Theatre shall be held as needed no less than three times a year. Special meetings may be called by the President of the Board of Directors or by a minimum of ten (10) general members. Members shall be given a minimum of 48 hours written notice prior to meetings.

Section 2
A quorum shall consist of fifteen (15) general members and shall be required for any voting.

Section 3
When parliamentary procedure is deemed necessary by the Meeting Chair, meetings shall be conducted in accordance with “Roberts’ Rules of Order” as revised, in all cases where they are applicable and are not inconsistent with these By-Laws. However, the conducting of business shall remain subject to motions, seconds and votes consistent with Robert’s Rules of Order.

Section 4
Meetings shall be called to order and conducted by the President of the Board of Directors.

ARTICLE IV – Board of Directors and Officers

Section 1
The governing body of this organization shall be a Board of Directors consisting of not fewer than eighteen (18) and not more than twenty-one (21) individuals. The Board of Directors shall have fiduciary responsibility, shall have general supervision of the organization and shall be responsible for coordinating, reviewing and approving the work of its committees.

Section 2
Names of prospective members of the Board of Directors shall be submitted to the Nominating Committee hereinafter provided for, who shall then make recommendations to the Board of Directors for filling Board vacancies. Any prospective Board member must become a general member of the Altoona Community Theatre to be eligible to serve on the Board and, if elected, must maintain membership for the duration of their term on the Board.

Section 3
Elected members of the Board of Directors shall serve terms of three (3) years with a maximum of two (2) consecutive terms. The terms of the entire Board of Directors shall be staggered such that approximately one-third (1/3) of the members shall be elected or re-elected in any one year.

Section 4
Members of the Board of Directors shall be expected to attend all meetings of the Board and of any committee upon which they serve. A board member who is absent for three (3) consecutive or one-half of the regularly scheduled board meetings in a fiscal year shall be considered delinquent. The secretary shall bring the delinquency to the attention of the full Board at the meeting when it occurs. The President shall contact the delinquent Board member in writing expressing the concern and, if appropriate, accepting the board member’s decision to resign as evidenced by his/her absences. The foregoing procedure shall not limit the Board of Directors by majority vote from requesting the resignation of a board member upon good cause.

Section 5
The Officers of the Board of Directors and this organization shall be: 1) President, 2) Vice President, 3) Treasurer and 4) Secretary. All Officers shall be elected from the membership of the Board of Directors and shall be elected in such manner and 3 shall perform such duties as are prescribed in these By-Laws. Officers shall be elected for a term of one (1) year, and no officer shall serve more than two (2) consecutive terms in the same office.

Section 6
The officers of the Board of Directors, with the majority approval of the Board of Directors, shall authorize such positions to be filled by qualified personnel as shall be necessary and appropriate to fulfill the mission of the organization. The hiring or dismissal of said personnel shall be by majority vote of the Board of Directors. Employees may, at the discretion of the Board, be ex-officio non-voting members of any committees deemed appropriate.

ARTICLE V – Duties of Officers

Section 1
The President shall:

Serve as President of the Board and preside at all meetings of the Board of Directors and of the membership. The President shall have no vote in any business matter except in the event of a tie.
Appoint the Chairpersons of all Standing Committees and Ad Hoc Committees with the exception of the Personnel Committee;
Serve as ex-officio member of all committees, except the Nominating Committee;
In conjunction with the Treasurer or appropriate employee, as authorized by the Board, sign all written contracts and obligations of the corporation;
Fix the date, hour and place of Board meetings;
Appoint temporary officers to fill vacancies prior to Special Elections;
Perform other duties as required by the By-Laws and general organization.

Section 2
The Vice-President shall:

Perform the duties of the President in the absence or inability of the President to serve;
Serve as Chair of the Personnel Committee. ( See Article VIII: Section 9)

Section 3
The Treasurer shall:

Serve as Chair of the Finance Committee. (See Article VIII: Section 7);
Monitor the overall fiscal operation of the organization;
Present a financial statement to the membership and Board at each meeting;
Prepare, subject to approval of the Board, an overall budget for the Fiscal Year.

Section 4
The Secretary shall:

Record the proceedings of the board meetings and general membership meetings.
Track the attendance of board members at each meeting.

ARTICLES VI- Elections

Section 1
Elections of the new Board members and Officers shall occur at a regularly scheduled meeting during the fourth quarter of each fiscal year.

Section 2
The Nominating Committee shall present a slate of candidates for election and/or re-election to the Board of Directors. The slate presented by the Nominating Committee shall not be exclusive and any current Director may place in nomination the name of any qualified individual for election to Board of Directors membership, subject to second and the agreement of that individual.

Section 3
The Nominating Committee shall present a slate of candidates for Officers for election by the Board of Directors. The slate presented by the Nominating Committee shall not be exclusive and any current Director may place in nomination the name of any qualified Director, subject to second and the agreement of that Director, for election to any Officer’s position.

Section 4
Installation of Officers and members of the Board of Directors shall take place at the beginning of the first meeting of the fiscal year.. Each Officer and Director shall hold office until his or her successor is elected and installed.

Section 5
The Board of Directors shall have the power to hold special elections to fill vacancies occurring in its own membership. The Board also shall have the power to hold special elections to fill vacancies of Officers and Committees as may arise. Such vacancies shall be filled for the remainder of the elected term of such Director, Officer or committee member who has left. Following the completion of that term, the individual shall be eligible for election to the position for the full number of years and terms in accordance with these By-Laws.

Section 6
Any Director or Officer may be discharged from their duties due to resignation or failure to discharge their duties as outlined in these By-Laws. Failure to discharge duties shall be determined by a majority vote of the Board of Directors.

ARTICLE VII – Board Meetings

Section 1

The Board of Directors shall meet no less than six times per year. The meetings shall be scheduled and called by the President. A yearly schedule of regular meeting shall be mailed to board members and posted in the workshop. Board members will be notified of special meetings and changes in the regular schedule. All regularly scheduled meetings shall be open to all general members of ACT.
The President or the Executive Committee by majority vote may call and schedule such other meetings of the Board of Directors as may be necessary and appropriate to meet the needs of the organization.

Section 2
A quorum shall consist of a simple majority of the then-elected Board of Directors and shall be required for any voting.

ARTICLE VIII – Standing Committees

Section 1
All members of committees must be general members in good standing of the Altoona Community Theatre. Every committee must have at least one board member who reports back to the Board of Directors regularly.

Section 2
Each committee shall establish a yearly plan to be approved by the Board of Directors. Committees shall meet as necessary to accomplish their yearly plan.

Section 3
Chairpersons serve at the pleasure of the President.

Section 4
The Executive Committee shall:

Be composed of the Officers of the Board of Directors.
During the intervals between meetings of the Board of Directors, have power to act on behalf of the Board and the organization, subject to ratification and approval of the Board at its next regularly scheduled meeting.
Have the responsibility for developing and conducting an orientation session for all newly elected Board of Directors members to acquaint them with the Constitution and By-Laws of this organization, its purposes, policies and procedures, and the responsibilities and duties of such Board member.
Develop and submit to the Board of Directors for consideration, review, and approval a strategic plan for the organization and its program and shall review such plan at least annually and make recommendations to the Board of Directors for changes, amendments or revisions in such plan to meet the purposes and objectives of the organization.
Have the responsibility of providing an annual evaluation process for the season including production personnel and workshop instructors.

Section 5
The Artistic Committee shall:

Consist of seven elected members. All members must be general members in good standing of the Altoona Community Theatre. The Artistic Committee must have at least one board member who reports back to the Board of Directors regularly. If a current Board member is not among the elected members, the President shall appoint a liaison from the Board without vote or reading responsibilities. (See Article VIII, Section 1)
1. The committee members are elected by the general membership to a two-year term. To insure continuity, three (3) members are elected in odd numbered years, and four (4) members are elected in even numbered years. The term begins immediately following the selection of show directors.
2. No member, including the Chair, may serve more than one term (2 years) on the Committee. He/ she must wait the appropriate season-long hiatus before again accepting nomination to the committee. A member completing an unexpired term is not eligible for immediate re-election.
3. The President of the Board of Directors shall appoint the Chairperson from among the elected members of the Artistic Committee. The Chairman serves for one-year beginning after the show directors have been selected for the upcoming season. The Chairperson may be re-appointed for a second year. The Chairperson only votes in the event of a tie.
4. Immediately following the vote of the general membership for the upcoming season, the President shall solicit no less than three nominees for the Artistic Committee. Additional nominations may be offered by the general membership. Three committee members shall be elected by the general membership from the combined nominees.
5. The newly elected members are expected to participate in the show director’s selection process, but without vote.
Be provided by the Board of Directors with a general outline for the season under consideration (optional).
Meet on a regular basis, as scheduled a year in advance by the Chairperson. Committee members who miss three or more regularly scheduled meetings during the play-reading year may be asked to resign from the committee at which time the Chairperson will ask the ACT President to appoint someone from ACT’s General Membership to fill the vacancy and finish out the committee member’s term.
A minimum of four (4) members must attend the meetings at which any vote is taken for the selection of shows or directors.
Select a suggested slate of plays and alternates, giving due consideration to a balanced program, the facilities available, and capabilities of the organization. This slate shall be presented to the general membership before the end of February of each year. The general members shall vote on the entire slate or individual plays at their discretion. A simple majority will be required for passage. The results shall be forwarded by the Committee to the Board of Directors which shall have veto power with due cause over any selection. In the event of a veto, the Committee shall repeat this process until a slate has been approved. The slate of plays must be finalized by May 31.
Issue a public notice of the plays selected for the season with a call for directors. The committee shall select the directors for the plays each season.
Review and update on a yearly basis the organization’s policy for production staff.

Section 6
The Education Committee shall:

Consist of the Chairperson plus a minimum of four (4) members appointed by the Chairperson of the committee.
Assess the needs of the ACT community as well as the general public in order to provide educational opportunities which will enhance and promote live theatre in the area.
Oversee the execution of such programming which may include, but not be limited to, acting workshops for children and adults, directing workshops, theatrical protocol and other educational information.
Develop a yearly plan to meet the educational mission of the organization.
Provide an evaluation process for workshops and other educational endeavors in order to ensure quality.

Section 7
The Finance Committee shall:

Consist of the Treasurer plus a minimum of four (4) members appointed by the Treasurer who serves as the committee chairperson.
With the Treasurer and Operations Manager, assess the financial needs of the organization and prepare, subject to approval of the Board, an overall budget for the Fiscal Year.
Serve as an advisors to insure effective management of the fiscal assets of the organization

Section 8
The Fund-Raising Committee shall:

Consist of the Chairperson plus a minimum of four (4) members appointed by the Chairperson of the committee.
Develop an annual fund-raising plan which is realistic and capable of accomplishment by the organization and which will meet the projected financial needs of the organization. The plan shall address program, operational, and facility needs. Components of the plan shall include but not be limited to sponsorships, ad book, planned giving, grants, annual campaign, scholarships, and fund-raising events.
The board shall be responsible for carrying out the plan by conducting, assisting, or overseeing all of the organization’s fund-raising activities.

Section 9
The Personnel Committee shall:

Consist of the Chairperson (the Vice-President of the Board) plus a minimum of four (4) members appointed by the Chairperson of the committee.
Be responsible for reviewing the performance of the Operations Manager. Receive and approve the evaluations of additional staff as submitted buy the Operations Manager.
Present an annual report to the Board concerning performance of all employees and make recommendations concerning salaries and raises.
Be responsible for soliciting applications from qualified individuals for any vacant positions within the organization and forwarding them to the Board of Directors.
Submit job descriptions and personnel contracts to the Board for approval.

Section 10
The Theatrical Property Committee shall:

Consist of the Chairperson plus a minimum of four (4) members appointed by the Chairperson of the committee.
Be responsible for and maintain the organization’s theatrical inventories including but not limited to costumes, props, lighting, sets, furniture, tools, and equipment.
Appoint, as necessary, individuals to conduct the business of the committee.
Establish rental policies and procedures, and update inventories regularly.

Section 11
The Building Committee shall:

Consist of the Chairperson plus a minimum of four (4) members appointed by the Chairperson of the committee;
Be responsible for the inspection and maintenance of any real estate owned by the organization;
Appoint, as necessary, individuals to conduct the business of the committee.

Section 12
The Nominating Committee shall:

Consist of the Chairperson plus six (6) members appointed by the Chairperson of the committee. Of these, half shall be members of the Board of Directors and half shall be non-members of the Board of Directors but members of the organization;
Present at the last regular meeting of each fiscal year the names and nominations of members of the then present Board for the offices of President, Vice President, Treasurer, and Secretary of the Board of Directors;
Develop and maintain a portfolio of names of potential candidates for positions as members of the Board of Directors. The names of such individuals to fill the unexpired terms of any Board of Directors member who resigns or becomes unable to serve the balance of their term, as well as to provide a source of candidates for potential nomination and election as members of the Board of Directors at the last meeting of the fiscal year each year.

ARTICLE IX — Amendments

Section 1
Any general member may propose an Amendment to the Constitution and By-Laws.

Section 2
The proposed Amendment must be referred to the Board of Directors for consideration.

Section 3
The Board of Directors shall submit a report at the next meeting of the general membership with their recommendations about the proposed Amendment.

Section 4
A two-thirds (2/3) vote of a quorum of the general membership shall be necessary for passage of an Amendment.

ARTICLE X — Affiliations, Auxiliaries, and Miscellaneous

Section 1
The Corporation shall have the power to affiliate itself with allied organizations as long as the general aims are consistent with the purpose of Altoona Community Theatre, as expressed in this Constitution, and that the Altoona Community Theatre maintains its separate identity.

Section 2
The Corporation shall have the power to organize auxiliary organizations to aid in fostering interest in theater and theatrical productions.

Section 3
Anyone under the legal drinking age who attends an event sponsored by the Altoona Community Theatre at which alcoholic beverages are present must be accompanied by his/her parent or legal guardian or must have a release signed by his/her parent or legal guardian consenting to his/her attendance at the event. The Production Manager of a show, or an authorized substitute, shall be responsible for the enforcement of this provision at cast parties and a Board-designated individual shall be responsible at other events.

Section 4
The name “Altoona Community Theatre” may not be used by any organization or individual without the written consent of the Board of Directors.

Adopted January 24, 1992
Amended September 9, 1992
Amended February 18, 2000
Amended February 4, 2005