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By-Laws of the South Plainfield Summer Drama Workshop, Inc.
A New Jersey Non-Profit Corporation
Approved January 10, 2000
Amended September 18, 2000
Amended October 16, 2000
Amended October 16, 2001
Amended December 11. 2001
Amended April 18, 2006
ARTICLE I
INCORPORATION AND OFFICES
SECTION 1-The name of the corporation shall be the "South Plainfield Summer Drama Workshop, Inc.", referred to throughout this document as the SPSDW.
SECTION 2-The SPSDW is incorporated in New Jersey as a non-profit corporation, under the rules governing 501c (3) corporations by the Internal Revenue Service.
SECTION 3-The principal office of the SPSDW shall be the Administration Building, 125 Jackson Avenue, South Plainfield, NJ 07080. The mailing address shall be South Plainfield Summer Drama Workshop, Inc., PO Box 962, South Plainfield, NJ 07080
SECTION 4-The SPSDW may have other offices or addresses at such other places within South Plainfield, New Jersey from time to time as activities may warrant, but the principal office will remain as stated in Section 3.
SECTION 5-The Registered Office of the corporation shall be established and maintained at P.O. Box 962, South Plainfield, NJ 07080.
ARTICLE II
PURPOSE AND STRUCTURE
SECTION 1-The purpose of the SPSDW shall be:
-To further the advancement of the performing arts in South Plainfield
-To produce a full-scale musical theatre production for the experience and enjoyment of the youth of South Plainfield.
-To organize and finance this production as an annual educational theatre program.
-To present an entertaining show for the general public.
SECTION 2-The SPSDW shall have three trustees as required for state filings.
SECTION 3- The SPSDW shall be governed by a Producing Board, who shall be solely responsible for the goals and responsibilities of the SPSDW.
SECTION 4-The SPSDW is supported by a non-voting, limited membership of at least 25 parents and other adults who participate in the program in many ways, including but not limited to serving on committees, and are encouraged to provide valued input and assist in our program. Members shall pay a nominal fee to participate, and membership is renewable annually.
ARTICLE III
THE PRODUCING BOARD
SECTION 1-The SPSDW Producing Board shall be made up of twelve (12) to Twenty-Five (25) volunteer members, set at the first meeting, whose duties will be determined by the board as needed.
SECTION 2-The meetings of the SPSDW Producing Board shall be open to the public to the extent required by statute.
SECTION 3-If a vacancy occurs on the Producing Board, a replacement member shall be invited to join the board by one or more of the remaining members of the board, and shall be introduced to the board. The producing board will then have a nomination and discussion process, followed by a vote.
SECTION 4-The SPSDW Producing Board members in good standing (regularly attends meetings and chairs or co-chairs a committee or holds an office) will serve in their capacity at their pleasure. However, board members can be removed or asked to resign in certain instances with just cause and due process as outlined below.
SECTION 5-The SPSDW Producing Board will set the policies, rules, and procedures for the program.
SECTION 6-If a member misses two consecutive meetings without justification as determined by the Board, or is no longer in good standing or by his or her actions is in conflict with the Producing Board's purpose or policies, that member will be asked to resign. If the member chooses not to resign, the remaining board can discuss the situation and vote the member off the Producing Board.
SECTION 7-The Producing Board shall not take any final action to remove a member until such member has been given thirty days written notice of the reason for removal and given an opportunity to be heard before the Producing Board. A notice of this will be sent to all members prior to the next meeting, giving the members the option of voting in person or by written proxy.
SECTION 8-No compensation shall be paid to any member of the Producing Board for services as a member of the board. Members can be reimbursed for submitted and documented expenses incurred on behalf of the Producing Board or the SPSDW. A member can have a business relationship with the SPSDW, provided a written contract is drawn up and followed however there can be no monetary compensation due to the non-profit status of our organization.
SECTION 9-The Producing Board Finance Committee shall provide an accurate record of the current finances at the first October Meeting. This reports shall be the result of an audit taken between the close of the current year's production and the end of the following September.
ARTICLE IV
MEETINGS OF THE PRODUCING BOARD
SECTION 1- The Producing Board shall meet monthly from October until July, except for December, with additional meetings scheduled as needed.
SECTION 2- Additional meetings of the Producing Board may be called by the president or other designated officer.
SECTION 3: All members shall receive a meeting notice and agenda prior to the scheduled meeting date.
SECTION 4- At all meetings of the Producing Board, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business.
SECTION 5- All actions and decisions of the Producing Board shall be by vote. Each action will be introduced by a motion from a member, seconded by another member, discussed, and then put to a vote.
SECTION 6- Except where otherwise required by law, the articles, or these by-laws, the votes of the majority of members present at a duly held meeting shall be sufficient for any action.
SECTION 7- Any action required or permitted to be taken at a meeting of the producing Board may be taken by written action, provided that all of the members approve the action. The written action is effective when approved by all of the current members, unless otherwise provided in the action.
SECTION 8- In instances of procedures that are not specifically mentioned in these by-laws, Robert’s Rules of Order shall apply.
SECTION 9- Any amendment of the bylaws and/or articles of incorporation shall be introduced with one month prior notice to a vote being scheduled.
ARTICLE V
OFFICERS OF THE PRODUCING BOARD
SECTION 1- The SPSDW Producing Board will have the following elected officers-President, Vice-President, Treasurer, and Recording Secretary. These positions shall be elected from the sitting members at the October reorganization meeting, and their terms shall be for one year, from October to October.
SECTION 2-Any officer may be removed, with just cause, by an affirmative vote of a majority of members present at a duly held meeting of the Producing Board for which notice stating such purpose has been given in advance of the meeting.
SECTION 3-A vacancy in any office for any reason may be filled by the Producing Board.
SECTION 4-
-4.1. The President shall preside at all meetings of the Producing Board, and serve as the liaison between the Board and the South Plainfield Adult School, South Plainfield High School, and the South Plainfield Board of Education and its subsidiaries. The President can delegate any of these responsibilities. The President will be one of the signatories on the SPSDW checking account.
-4.2. The Vice-President shall perform other duties as may be determined by the Producing Board. The Vice- President shall be vested with all powers of and perform all duties of the President in the President's absence or inability to act, but only for as long as such absence or inability continues. The Vice-President will be one of the signatories on the SPSDW checking account.
-4.3. The Recording Secretary shall attend all meetings of the board, and keep the minutes of such meetings, give notices, and perform such other duties as may be determined from time to time by the board of directors.
-4.4. The Treasurer shall have charge of the SPSDW cash and checking accounts, and serve as one of the signatories on the checking account. The Treasurer will disburse funds only as approved by the Producing Board, or as allocated by the approved budget. The Treasurer will keep a running account of the expenses and revenues of the SPSDW, and shall provide the Producing Board with a report of all accounts as needed by the Board.
ARTICLE VI
COMMITTEES OF THE PRODUCING BOARD
SECTION 1-Each Member of the Producing Board shall chair a standing/production committee as determined by the Board. Board Members shall chair no more than two committees. Committee members may be members of the Board or other interested persons. If there are more than twenty members on the board, a member may co-chair a standing/production committee.
SECTION 2-The Producing Board will establish the following committees, each chaired or co-chaired by members of the Producing Board, and have at least three members
Standing: (made up solely of members of the Producing Board)
Finance /Development
Production Staff Selection
Box Office
Play selection
Scholarships
Audition and Registration
Bylaws
Workshops
Production Committees: (Members may be from the Producing Board and other interested adults)
Costumes
Fundraising
Program
Technical production
Refreshments & Cast party
Props
Publicity
Make-up
Security
House/ Lobby
Parent Participation
Labor Day Parade
The Producing Board as needed may form other committees.
ARTICLE VII
SPECIAL RULES
SECTION 1-To the full extent permitted by the New Jersey Nonprofit Corporation Act, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever and by whomsoever brought, including any such proceeding by or in the right of the corporation, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of the corporation, shall be indemnified by the corporation by an affirmative vote of the majority of the directors present at a duly called meeting of the board of directors, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The indemnification shall inure to the benefit of the heirs, executors, and administrators of such person.
SECTION 2-The fiscal year of the SPSDW shall be October to October.
ARTICLE VIII
AMENDMENTS OF THE BY-LAWS
SECTION 1-The Producing Board may from time to time adopt, amend, or repeal all or any of the by-laws of this corporation.
THESE BY-LAWS WERE APPROVED AS AMENDED ON DECEMBER 11, 2001.
THESE BYLAWS WERE FURTHER REVIEWED AND AMENDED ON April 18, 2006
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