Albuquerque Theatre Guild

for all those dedicated to theatrical performance

onstage, backstage, in production design or in the audience




Albuquerque Theatre Guild ByLaws

BYLAWS OF THE

ALBUQUERQUE THEATRE GUILD

A New Mexico 501(c)(3) Corporation

 

ARTICLE 1

NAME AND ADDRESS

Section 1. NAME

The name of this Organization shall be Albuquerque Theatre Guild, hereinafter referred to as “ATG.”

 

Section 2. PRINCIPAL OFFICE

The organization’s principal office shall be located in Bernalillo County, State of New Mexico. The Principal Office mailing address shall be ATG’s Post Office Box. Deliveries will use the mailing address of the serving President of the Board of Directors.

 

Section 3. OTHER OFFICES

The Board of Directors may direct the establishment of such other offices as the organization’s affairs require.

 

ARTICLE 2

NONPROFIT PURPOSES

 

Section 1. IRC SECTION 501(c)(3) PURPOSES

ATG is organized as an Arts Council/Agency as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

 

Section 2. OBJECTIVES AND PURPOSES

The objectives and purposes of the Albuquerque Theatre Guild are to promote community participation in theatre arts in the Albuquerque area, to encourage the growth of theatre audiences so that member organizations may be able to provide opportunities to the community, to provide for and encourage education in theatre arts for both adults and students.

 

ARTICLE 3

CALENDARS

 

Section 1. Operating Calendar and Fiscal Year

The operating calendar and Fiscal Year of the Organization shall begin on the 1st day of July of each year and end on the 30th day of June of the following year. The annual elections of officers shall be completed by June 15, with terms of office to begin on July 1.

 

ARTICLE 4

MEMBERSHIP

 

Section 1. QUALIFICATIONS OF MEMBERS

Organizations and individuals may be members of ATG.  The Board of Directors may, by resolution, establish additional classes of membership and define their eligibility, rights, and duties, including the obligation to pay dues.

 

Section 2. ORGANIZATIONAL MEMBERSHIP

Theatrical organizations in the greater Albuquerque area may become members of ATG upon application to the Chairperson of the Membership Standing Committee, approval by the Board of Directors, and payment of dues.

Three types of organizational members may be established: (1) Theatrical/Performance Companies (2) Venues, and (3) Schools/Studios.

Organizations that mount theatrical productions shall be designated as Voting Members unless they belong to a membership class to which the Board of Directors has not granted voting rights. Each Voting Member organization shall, within one month of acceptance into the Organization, designate a Liaison to ATG. This person shall speak and vote on behalf of the organization in elections of organizational representatives to the ATG Board of Directors (see Article 5, Section 5 below) and in meetings convened and polls conducted by the Board of Directors. The Liaison person shall also be responsible for facilitating the timely transmission of communications between the Voting Member Organization and the Board of Directors.

Organizations that do not mount theatrical productions but provide facilities to local or out-of-town groups for their theatrical productions (Venues) shall be designated as Non-Voting Members. Non-Voting Member organizations shall have no vote in elections or meetings of the ATG Board of Directors. They shall participate in other ATG governance activities only if they offer or agree to do so.

 

Section 3. INDIVIDUAL MEMBERSHIP

Upon application to the Chairperson of the Membership Standing Committee, individual persons who have an interest in theatrical performance, either as an audience member or as an active participant in theatrical arts, may become members of ATG, whether or not they are deemed to be associated with organizations covered under Article 4, Section 2.

 

Section 4. MEMBERSHIP DUES

Members shall pay dues to ATG annually in such amount as may be specified from time to time by the Board of Directors. Such dues shall be payable as the Board of Directors may determine.

 

Section 5. TERM OF MEMBERSHIP

All memberships of ATG shall have a term of one year. The starting date of membership terms may be specified from time to time by the Board of Directors.

 

Section 6. BENEFITS OF MEMBERSHIP

Members shall have various benefits, including but not limited to participation in ATG events, activities, programs, and services offered by ATG and specified from time to time by the Board of Directors.

All individual and organizational members and their representatives may attend meetings of the Board of Directors and be given the opportunity to address the Board on matters pertaining to ATG activities and policies.

 

Section 7. ANNUAL MEETINGS OF MEMBERS

Members shall meet annually on a date to be determined by the Board of Directors. The meeting shall convene in such place within the greater Albuquerque area as may be designated by the Board of Directors. The purpose of the annual meeting is for the Board of Directors to present to the members the annual report of the Organization’s activities and for the members to present suggestions and concerns to the Board.

 

Section 8. NOTICE OF MEMBERS’ MEETINGS

Notice of the annual meeting and special meetings shall be by written notice e-mailed to the members, stating the place, date, and hour of the meeting. The written notice shall be sent not less than ten (10) days and not more than thirty (30) days before the meeting and shall be sent to the address of each individual member and each contact person of a member organization as said address appears on the membership database of the Organization. Attendance at any meeting by a member shall constitute a waiver of notice of the meeting, except where a member attends the meeting for the express purpose of objecting to the transactions of any business because the meeting is not lawfully called or convened.

 

Section 9. LIABILITY, COMPENSATION, AND REIMBURSEMENT

The members of the Organization, including directors and officers, shall not be personally liable for the debts or obligations of the Organization.

No member shall receive any compensation for services rendered to ATG unless the Board of Directors has authorized that member to be an independent contractor for ATG under the provisions of Article 7 of these Bylaws. Upon submission of receipts to the Treasurer, members shall be allowed reasonable reimbursement of expenses authorized by the Board of Directors.

 

Section 10. SUSPENSION, REMOVAL, AND RESIGNATION OF MEMBERS

Any member may be suspended or removed by the Board of Directors for delinquency in dues payments. If a member does not remit the required dues on or before the date established by the Board of Directors, such member shall be subject to suspension or removal of membership privileges at the discretion of the Board of Directors. Removal shall be without prejudice to ATG’s right to receive any dues payments owing as of the date of removal.

Any member may be removed with cause by affirmative vote of two-thirds (2/3) of the Board of Directors.

Any member may resign at any time by filing written notice with the Secretary or President of ATG.

 

ARTICLE 5

BOARD OF DIRECTORS

 

Section 1. POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken, the activities and affairs of ATG shall be conducted and all powers shall be exercised by or under the direction of the Board of Directors.

The Board of Directors shall have the sole voting power for the election of officers, amendment of Articles of Incorporation or Bylaws, distribution or sale of assets, merger with another corporation, dissolution of this corporation, or for any other decision regarding ATG.

 

Section 2. NUMBER OF DIRECTORS

The Board of Directors shall consist of no fewer than five (5) members and no more than eleven (11) members. The Board may, from time to time and subject to the provisions of these Bylaws, change the policy regarding the maximum number of Board members.

 

Section 3. QUALIFICATIONS

Directors shall be 21 years old or older. They shall be members of ATG, either individual members in good standing or Liaisons designated by Voting Member organizations in good standing.

 

Section 4. DUTIES

It shall be the duty of the directors to

(a)    Perform any and all duties imposed upon them collectively or individually by law, by the Articles of Incorporation, and by these Bylaws, including those statutes and regulations which provide and protect the tax-exempt status of ATG;

(b)   Govern ATG, to include approving program policies, personnel policies, annual budgets, long-range planning documents, services of independent contractors and consultants, agreements with public and private agencies and organizations, and other essential activities relevant to the long-term health of ATG and the realization of its Objectives and Purposes;

(c)    Elect the officers of ATG;

(d)   Appoint, employ, remove, discharge, and, except as otherwise provided in these Bylaws, prescribe duties, fix the compensation of, and supervise the Executive Director, if such an officer should be appointed by the Board of Directors;

(e)    Appoint, employ, remove, discharge, and, except as otherwise provided in these Bylaws, prescribe duties, fix the compensation of, and supervise of the work of independent contractors for ATG

(f)    Meet at such times and places as required by these Bylaws;

(g)   Register their phone numbers and addresses with the Secretary and Membership Chairperson of the Organization, so that notices of meetings phoned, mailed, faxed, or e-mailed to them at such addresses shall be valid notices thereof;

 

Section 5. ELECTION OF DIRECTORS

The Board of Directors shall consist of representatives selected by Voting Member organizations in good standing and by individual members in good standing. At least three (3) directors of ATG shall be elected by a constituency consisting of all the Liaison persons designated by the Voting Member organizations (see Article 4, Section 2 above) from among the members of that constituency. At least two (2) additional directors of the Organization shall be elected by a constituency consisting of all individual members from among the members of that constituency. The number of directors to be elected by the Liaisons and the individual members, and the manner of their election, shall be determined by the Board of Directors. No director shall simultaneously represent the constituency of Voting Member organizations and the constituency of individual members. The Board may, from time to time, establish further policy regarding representation on the Board.

 

Section 6. TERMS

Each director shall hold office for a period of two years and shall serve until a successor has been elected and qualifies. Terms of office shall be staggered so that one half (1/2) of the directors elected by the Liaisons of the Voting Member organizations, and one half (1/2) of the directors elected by the individual members, shall be chosen each year on a rotating basis. The terms of office of the initial directors shall vary from one to two years, as the Board shall determine. Terms of office may also be lengthened or shortened by periods not exceeding nine months, as the Board shall determine, for the purpose of synchronizing the elections of directors. No director may serve more than three consecutive terms, partial terms excepted. The term of any director elected or appointed to fill a vacancy shall be the unexpired portion of his or her predecessor’s term.

  

Section 7. VACANCIES, RESIGNATIONS, REMOVALS, AND ABSENCES

Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any director.

Any director may resign effective upon giving written notice to the President or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.

A director may be removed from office (a) for cause by an affirmative vote of two-thirds (2/3) of the directors then serving; (b) by a majority vote of the constituency of individual members, if that constituency elected the director to the Board; or (c) by a majority vote of the Liaisons of the Voting Member organizations, if that constituency elected the director to the Board.

Failure of a director to attend three (3) consecutive regular meetings of the Board may be a cause for removal. Any director who misses three such meetings shall receive a written notification of those absences from the Secretary of ATG. A copy of the notification shall be sent to the Liaisons of the Voting Member organizations, if that constituency elected the director to the Board, or to the individual members, if that constituency elected the director to the Board.

Any vacancies on the Board of Directors shall be filled by appointment by the Board of Directors no later than one month after the vacancy occurs. If the preceding director was elected by the constituency of the Liaisons of the Voting Member Organizations, his or her replacement must be appointed from that constituency. If the preceding director was elected by the constituency of the individual members, his or her replacement must be appointed from that constituency. The term of any director elected or appointed to fill a vacancy shall be the unexpired portion of the term of the preceding director. Does this mean the BOD does not fill the appointment, confusing

 

Section 8.  COMMITTEE SERVICE

Each member of the Board of Directors shall serve as chairperson of at least one ATG Standing Committee. Suggested Standing Committees shall be:

  • ·         Education/Events
  • ·         Finance
  • ·         Fund Raising
  • ·         Membership
  • ·         Publicity/Marketing

 

Section 9. COMPENSATION AND REIMBURSEMENT

ATG Board of Directors members are volunteering their time to the organization, and may not receive compensation for that service. However, Board members may receive reasonable compensation (i.e., what it might cost to outsource the service) for separate and specific professional services rendered to ATG. All such services must receive prior approval by the full Board, and will not be paid until services are completed.

 

Section 10. PLACE OF MEETINGS

Meetings shall be held at such places as may be designated from time to time by the Board of Directors.

 

Section 11. REGULAR MEETINGS

Regular meetings of the Board of Directors shall be monthly or more often, if the Board so determines.

 

Section 12. SPECIAL MEETINGS

Special meetings of the Board of Directors may, by written request to the Secretary, be called by the President, the Vice President, one-third (1/3) of the members of the Board, or, if different, by the persons specifically authorized by the laws of this state to call special meetings of the Board. Such written request may be delivered by U. S. mail, e-mail, fax, or hand. Special meetings shall be held at the principal office of the Organization or, if different, at the place designated by the person or persons calling the special meeting. Business transacted at any special meeting shall be limited to the purpose or purposes stated in the notice of said meeting.

 

Section 13. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

Regular Meetings. Prior written notice of any regular meeting of the Board of Directors shall be given by the President or Secretary of the Organization to all directors and committee chairs and all other ATG members through the Organization’s membership website.

(a)    Special Meetings. At least one week’s prior notice shall be given by the Secretary of the Organization to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first-class mail, by telephone, by facsimile machine, or by e-mail, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification and/or e-mail, the director to be contacted shall acknowledge personal receipt of the facsimile notice or e-mail by a return message or telephone call within forty-eight (48) hours of the first facsimile transmission or e-mail.

(b)   Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of ATG under provision of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Attendance at any meeting by a director shall constitute a waiver of notice of the meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or constituted.

 

Section 14. MANNER OF ACTING

Decisions by the Board of Directors shall be made by a majority of the votes cast at a duly authorized meeting of the Board of Directors at which a quorum is present except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws.

 

Section 15. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President of ATG, or, in his or her absence, by the Vice President of ATG, or, in the absence of both of these persons, by a Chairperson chosen by a majority of the directors present at that meeting. The Secretary ATG shall act as Secretary of all meetings of the Board, except that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

 

Section 16. QUORUM FOR MEETINGS

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be approved by the Board at any meeting at which the required quorum is not present.

A quorum shall consist of a majority (at least 51%) of the members of the Board of Directors. If members leave the meeting and less than a majority remains, a quorum shall be deemed to no longer exist. In that event, the remaining members may continue to discuss and to vote on issues, but no action is final until those members who left the meeting have been polled by the Secretary, either by telephone or e-mail or written communication, and have voted on the action. Such polling must take place within five business days of such meeting.

Any one or more members of the Board of Directors or Standing Committees of ATG may participate in a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means will constitute presence in person at the meeting.

 

Section 17. VOTE

Each director shall be entitled to one vote and one vote only on each matter submitted to a vote at any and all meetings of the Board of Directors. Proxy votes will be allowed for all Board of Directors meetings; proxies must be in writing and may be held only by a member of the Board. E-mail is an acceptable mode of delivery of a director’s proxy vote, but proxies shall not be used to establish a quorum.

Approval of the minutes may be made by the Board of Directors without a meeting, if each member of the Board consents in writing, including by facsimile or e-mail, to such action. Such written consent shall be filed with the minutes of the proceedings of the Board.

 

Section 18. NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

 

Section 20. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

  • (a)    ATG shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
  • (b)   The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
  • (c)    No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
  • (d)   This Article constitutes a contract between ATG and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

 

Section 21. THE RIGHT OF INDEMNIFICATION

The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This article constitutes a contract between ATG and the indemnified officers, directors, independent contractors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

 

Section 22. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of ATG (including a director, officer, employee, or other agent of ATG) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not ATG would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

 

 

  

ARTICLE 6

OFFICERS

 

Section 1. DESIGNATION OF OFFICERS

The Officers of ATG shall be a President, a Vice President, a Secretary, and a Treasurer. The Organization may also have other officers with such titles, qualifications, and duties as may be determined from time to time by the Board of Directors.

 

Section 2. QUALIFICATIONS

Any director may serve as an officer of ATG.

 

Section 3. ELECTIONS, TERMS OF OFFICE, AND VACANCIES

Officers shall be elected annually by the Board of Directors. The election shall be completed by June 30. Terms of office shall begin on July 1.

Each officer shall hold office for one (1) year or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualifies, whichever occurs first.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. The term of any officer elected to fill a vacancy shall be the unexpired portion of the term of the preceding officer.

 

Section 4. REMOVAL AND RESIGNATION

Any officer may be removed from office, with cause by a two-thirds vote of the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors or to the President of ATG. Such notice may be delivered by U.S. mail, e-mail, fax, or hand. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of ATG

 

Section 5. DUTIES OF PRESIDENT

The President shall:

Be the chief executive officer of ATG and shall, subject to the control of the Board of Directors, supervise and control the affairs of ATG and the activities of the officers;

Perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors;

Preside at all meetings of the Board of Directors and at all meetings of the members of ATG, unless another person is specifically appointed as Chairperson of the Board of Directors;

Appoint members and confirm Chairs of all standing and ad hoc committees of the Board of Directors, pursuant to the policies on and definitions of such committees contained in these Bylaws and in resolutions of the Board;

Assure that ATG’s  membership database containing the name,  address, email address and other pertinent information of each member, whether individual or organizational, and including  terminated members, shall be maintained.

Serve as Chairperson a Standing Committee. Execute, in the name of the Organization, such deeds, mortgages, bonds, contracts, checks, or other instruments as may from time to time be authorized by the Board of Directors, except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws.

 

Section 6. DUTIES OF VICE PRESIDENT 

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

Serve as Chairperson of a Standing Committee.

 

Section 7. DUTIES OF SECRETARY

The Secretary shall:

Certify and keep at the principal office of ATG the original, or a copy, of these Bylaws as amended or otherwise altered to date;

Keep at the principal office of ATG or at such other place as the Board may determine, a book of the minutes of the Board of Directors, and meetings of committees of the Board, recording therein the time and place of holding, whether regular or special, the names of those present or represented at the meeting, and the proceedings thereof;

Serve as Chairperson of a Standing Committee

Exhibit at all reasonable times to any director of ATG, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Board of Directors of ATG;

See that all notices, including notices of meetings, are duly given in accordance with the provisions of these Bylaws or as required by law;

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of ATG;

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

 

Section 8. DUTIES OF TREASURER

The Treasurer shall: 

Have charge and custody of, and responsibility for, all funds and securities of ATG and shall deposit all such funds in the name of ATG in such banks or other depositories as the Board of Directors shall designate;

Receive and give receipt for monies due and payable to ATG from any source whatever; 

Disburse, or cause to be disbursed, the funds of ATG as may be designated by the Board of Directors;

Keep and maintain adequate and correct accounts and records of ATG’s financial dealings, including its assets, liabilities, receipts, disbursements, gains and losses;

Exhibit, at all reasonable times, the accounts and financial records to any director of ATG, on request therefor;

Prepare, as frequently as the Board of Directors stipulates, financial reports for the Board’s regular and special meetings, as well as financial reports for each general meeting of the membership;

Serve as Chairperson of the Finance Standing Committee.

Perform such other duties as the Board of Directors may from time to time prescribe.

Section 9.  Non-Director Officers

The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

 

ARTICLE 7

STAFF

 

Section 1.  SUPPORT STAFF The Board of Directors may, at its discretion, appoint any ATG member or other individual or organization as independent contractors as required to execute the purposes and goals of ATG.

Section 2.  CONFLICT OF INTEREST

An independent contractor for ATG under Article 7.1 may not hold office in or be an employee of any organizational member of ATG without prior consent of the Board of Directors.

Section 3.  STAFF EXPENSES

All expenses for independent contractors shall be disclosed to the Board of Directors on at least an annual basis through inclusion in budgets, financial statements, or other appropriate ATG financial documents.

 

ARTICLE 8

COMMITTEES

 

Section 1. COMMITTEES

As may be required for the pursuit of ATG’s stated objectives and purposes, the Board of Directors may establish either standing or ad hoc committees. The Board of Directors shall determine the authority, duties, structure, and duration of such committees, but every committee shall include at least one member of the Board of Directors.

 

Section 2. EXECUTIVE COMMITTEE

The Board of Directors may, by majority vote of its members, designate an Executive Committee consisting of Board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of ATG, to the extent permitted by and except as may otherwise be provided by provisions of law, by these Bylaws, or by later resolutions of the Board.

 

ARTICLE 9

GRANTS ADMINISTRATION

 

Section 1. PURPOSE OF THE GRANTS

The corporation shall have the power to make and receive grants and contributions and to render other financial assistance for the Objectives and Purposes stated in Article 2.2 of these Bylaws.

 

Section 2. EXCLUSIVE POWER OF THE BOARD OF DIRECTORS

The Board of Directors shall have exclusive control over grants, contributions, proposals requesting funds and other financial assistance either received or given by ATG. The Board of Directors shall review all proposals or requests for funds and shall require that such requests specify the use to which the funds will be put. If the Board of Directors approves a proposal or request for funds, the Board shall authorize payment of such funds to the approved grantee or for approved purposes of the proposal. Requests, proposals, and the Board’s responses shall be in written form.

 

Section 3. REFUSAL

The Board of Directors, in its absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board of Directors, in its absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other charitable or educational purposes.

 

Section 4. ACCOUNTING

The Board of Directors shall require that all grantees furnish a periodic accounting to show that the funds were expended for the purposes that were approved by the Board of Directors.

 

ARTICLE 10

EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

 

Section 1:  EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of ATG to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind ATG by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

Section 2.  CHECKS AND NOTES

All expenditures by and for ATG, including authorized reimbursements to persons who incurred approved expenses on behalf of ATG, will be paid by company check.

Authorized signatories include the ATG President, Vice-President, Treasurer, and Bookkeeper. Checks for up to $500 (Five Hundred Dollars) require one authorized signature. Checks in excess of $500 require two authorized signatures. 


Section 3.  DEPOSITS

All funds of ATG shall be deposited from time to time to the credit of ATG in such banks or other depositories as the Board of Directors may select.

 

Section 4.  GIFTS

The Board of Directors may accept on behalf of ATG any contribution, gift, bequest, or devise for the nonprofit purposes of ATG.

 

 

ARTICLE 11

DOCUMENT RETENTION POLICY

Section 1. Purpose

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of ATG records.

Section 2. Policy

Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

From time to time, ATG may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

Section 2. Exception for Litigation Relevant Documents. ATG expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or ATG informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

Section 3. Minimum Retention Periods for Specific Categories

 (a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.

(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.

(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.

(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.

(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.

(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:

(i) derives independent economic value from the secrecy of the information; and

(ii) has taken affirmative steps to keep the information confidential.

The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.

(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

Section 4. Electronic Mail. E-mail that needs to be saved should be either:

 (i) printed in hard copy and kept in the appropriate file; or

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

Section 5. DIRECTORS’ INSPECTION RIGHTS

 

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of ATG and shall have such other rights to inspect the books, records, and properties of ATG as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

 

Article 12

Transparency and Accountability

Disclosure of Financial Information With The General Public

 

Section 1. Purpose

By making full and accurate information about its mission, activities, finances, and governance publicly available, ATG practices and encourages transparency and accountability to the general public. This policy will:

(a)  indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public

(b)  indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public

(c)  specify the procedures whereby the open/closed status of documents and materials can be altered.

The details of this policy are as follow:

Section 2.   Financial and IRS documents (The form 1023 and the form 990)

ATG shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.

Section 3.   Means and Conditions of Disclosure

ATG shall make “Widely Available” the aforementioned documents on its internet website: www.abqtheatre.org to be viewed and inspected by the general public.

(a)   The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).

(b)   The website shall clearly inform readers that the document is available and provide instructions for downloading it.

(c)   ATG. shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).

(d)   ATG shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

Section 4. IRS Annual Information Returns (Form 990)

ATG shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the.

 

 

ARTICLE 13

IRC 501(C)(3) TAX EXEMPTION PROVISIONS

 

Section 1.  LIMITATIONS ON ACTIVITIES

No substantial part of the activities of ATG shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and ATG shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these Bylaws, ATG shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

 

Section 2.  PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of ATG shall inure to the benefit of, or be distributed to, its individual members, directors or trustees, officers, or other private persons, except that ATG shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

 

Section 3. DISTRIBUTION OF ASSETS

Upon the dissolution of ATG, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of ATG, dispose of all the assets of ATG exclusively for the purposes of ATG in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, cultural, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of ATG is then located, exclusively for such purposes or to such organization or organizations, as said Courts shall determine, which are organized and operated exclusively for such purposes.

 

 

ARTICLE 14

AMENDMENT OF BYLAWS

 

Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of two-thirds (2/3) of the full membership of the Board of Directors. Written proxy votes, pursuant to Article 5.17, will be accepted for such actions.

 

ARTICLE 15

CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of ATG, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

 

ADOPTION OF BYLAWS

We, the undersigned, are all of the five initial Directors or Incorporators of ATG, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of seventeen (17) preceding pages, as the Bylaws of this Organization.

 

Dated: __ April 22, 2007_____________________

 

1. ________Jessica Barkl____________________________

 

2. ________Michael D. Blum_________________________

 

3. _______Kristen Loree____________________________

 

4. ________Ray Orley_______________________________

 

 

5. ________Hugh Witemeyer_________________________

 

 

 

 

This first revised version of the bylaws was adopted by a 2/3 vote of the ATG Board of Directors on October 3, 2009

 

______________________________________   Hugh Witemeyer, President

 

 

______________________________________  Ray Orley, Treasurer

 

 

 

 

This second revised version of the bylaws was adopted by a 2/3 vote of the ATG Board of Directors on June 5, 2010.

 

 

______________________________________  Hugh Witemeyer, President

 

 

______________________________________  Claudia Mathes, Treasurer

 

 

 

This third revised version of the bylaws was adopted by a 2/3 vote of the ATG Board of Directors on November 5, 2011.

 

 

_____________________________________   Ray Orley, President

 

 

_____________________________________   Claudia Mathes, Treasurer

 

 

 

 

This fourth revised version of the bylaws was adopted by a 2/3 vote of the ATG Board of Directors on June 12, 2015.

 

   Vicki M. Singer, President

 

   Denise Schultz, Treasurer

 

 

This fifth revised version of the bylaws was adopted by a 2/3 vote of the ATG Board of Directors on May 5, 2016.

 

 

   Vicki M. Singer, President

 

   Denise Schultz, Treasurer


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