(Enacted December 2017)

SULLIVAN COUNTY DRAMATIC WORKSHOP, INC.

CONSTITUTION

ARTICLE I: NAME                                                                                                           2         

ARTICLE II: CERTIFICATE OF INCORPORATION                                                        2

ARTICLE III: MISSION STATEMENT                                                                             2

ARTICLE IV: MEMBERSHIP                                                                                          2

ARTICLE V: BOARD OF DIRECTORS                                                                          3

ARTICLE VI: EXECUTIVE BOARD                                                                               4

ARTICLE VII: MEETINGS                                                                                             5

ARTICLE VIII: ELECTION OF OFFICERS AND BOARD OF DIRECTORS                  5

ARTICLE IX: VACANCIES                                                                                            6

ARTICLE X: PRODUCTIONS                                                                                        6

ARTICLE XI: FISCAL POLICIES                                                                                   7

ARTICLE XII: DISSOLUTION                                                                                        7

ARTICLE XIII: AMENDMENTS                                                                                      7

ARTICLE XIV: PARLIAMENTARY PROCEDURE                                                         7

ARTICLE I: NAME

The Corporation shall be known as the SULLIVAN COUNTY DRAMATIC WORKSHOP, INC. (SCDW).

ARTICLE II: CERTIFICATE OF INCORPORATION

SECTION 1:

The Sullivan County Dramatic Workshop (SCDW) is a not-for-profit membership organization chartered under the laws of New York State in 1952 and amended in a restated Certificate of Incorporation in 1983.

SECTION 2:

The SCDW shall be noncommercial, nonsectarian, and nonpartisan. No commercial enterprise and no candidate shall be endorsed by it. Neither the name of the SCDW nor the names of its officers in their official capacities shall be used in any way with commercial concern or with any partisan interests or for any purpose other than the regular work of the SCDW.

ARTICLE III: MISSION STATEMENT

SECTION 1: The Mission of the SCDW shall be:

A. To foster and promote an appreciation of theatre within the community by producing theatrical productions

B. To educate and train its members in all facets of a production;

      C. To acquire and own land and/or buildings as necessary for use by the Corporation.

ARTICLE IV: MEMBERSHIP

SECTION 1:

A.    Any person interested in the objectives of the SCDW and willing to uphold its policies and subscribe to its Constitution may become a Member.

B.     There shall be two types of membership, Active and Associate.

SECTION 2: Active Members of the SCDW:

A. Shall receive a discount on concession items and workshop t-shirts.

B. Shall have the ability to vote on SCDW matters at the annual membership meeting;

C. Shall have the ability to participate in monthly Board meetings as a non-voting member.

SECTION 3: Active Membership shall be attained by:

A.    Actively participating in at least 5 shows within 3 years (as defined as Directing, producing, acting, stage manager/crew, set work (acknowledged in program) or;

B.     Actively undertaking various tasks to aid in a production or various productions within a season for three consecutive years (eg. participation in clean up days, set work/striking of shows, working lobby or box office or any combination thereof) a minimum of six times per season or;

C.     Receiving a 2/3 vote in favor from the Board to grant membership.

SECTION 4: Active Membership can be retained by:

A.    Actively participating in at least one show per year for three (3) consecutive years or;

B.     Actively undertaking various tasks to aid in a production or various productions within a season (eg. participation in clean up days, set work/striking of shows, tech work, working lobby or box office or any combination thereof) a minimum of six times per season.

SECTION 5: ASSOCIATE MEMBERS

A.    Associate Member shall be defined as:

1.      Those who have previously been granted active membership but have not met all of the requirements to retain active membership, but are currently involved (eg. helping in lobby or in productions each season but not meeting the minimum participation requirements for full membership)

B.     Associate Members shall:

1.      Receive a discount at the Concessions Stand

2.      Receive a discount on SCDW t-shirts

3.      Have the ability to participate in monthly board meetings as non-voting members

SECTION 6: Member Emeritus

A. In recognition of a past board member’s long service and dedication to the SCDW, the Board of Directors may grant them Emeritus Status.

B. Emeritus Status shall be defined as a permanent, honorary membership of the SCDW.

ARTICLE V: BOARD OF DIRECTORS

SECTION 1:

The Board of Directors shall consist of not less than eight or more than fifteen directors, including the officers. This excludes Junior Members, if any. Each Director shall be actively involved in the duties and responsibilities of the SCDW.

SECTION 2: The function of the Board of Directors shall be:

            A. To transact necessary business of the organization.

            B. To authorize the expenditure of moneys for any purpose it deems necessary for the welfare of the SCDW

            C. To support Article III of this Constitution.

            D. To actively participate in the operations of the SCDW.

SECTION 3:

The authority of the Board of Directors shall be limited to transacting the business assigned to it in this Constitution and policies.

SECTION 4:

Minutes of each Board of Directors meeting will be made available to the membership at the annual meeting.

SECTION 5:

A.    The Board may select Junior Board Members to serve on the Board of Directors.

B.     A Junior Board member would be a person under the age of 18 who has met the qualifications for active membership.

1. When the Junior Member reaches the age of 18, his/her term expires. They may then be nominated as a full member of the Board of Directors.

ARTICLE VI: EXECUTIVE BOARD

SECTION 1: The executive power of the SCDW shall be vested in the Executive Board

SECTION 2: All officers shall be elected from the Board of Directors

SECTION 3: All Executive Board positions are full-year positions. The Executive Board shall be comprised of the following offices:

                                    President

                                    Vice President

                                    Secretary

                                    Treasurer

SECTION 4: The offices shall have the following powers and responsibilities:

A. President:

1.Preside over monthly board meetings and the annual membership meeting

2. Lead conflict resolution in relation to the workshop

3. Shall not vote, except to break a tie.

B. Vice President:

1. Shall act as the Executive Producer for all SCDW productions

2. Shall assume the duties of the President in his/her absence

C. Secretary:

1. Shall maintain an accurate record of attendance.

2. Shall record and distribute minutes at each monthly meeting

3. Shall maintain correspondence and send Thank You notes as necessary

4. Shall keep track of membership and maintain an updated membership list

5. Shall maintain the rehearsal calendars for all rehearsal spaces

6. Shall maintain all administrative paperwork, as well as the Constitution and By-Laws.

D. Treasurer:

1. Shall receive all monies of the SCDW;

2. Shall keep an accurate record of receipts and expenditures;

3. Shall pay out all funds for operating expenses of the SCDW and for other expenditures as authorized by the Board of Directors.

4. Shall present a statement of receipts and expenditures at each Board meeting;

5. Shall report the same at general membership meetings.

SECTION 5:

A.    All officers shall perform other duties as assigned by the President or the Board

B.     Officers may delegate duties to another member of the Board

ARTICLE VII: MEETINGS

SECTION 1: BOARD OF DIRECTORS

A. The Board of Directors shall meet once a month at a time and place to be designated by the Board.

B. Special Board meetings may be called by the President or requested by at least three (3) members of the Board. At least thirty-six (36) hours notice must be given to all Board members prior to said meeting.

C. Each Board member is allowed three (3) unexcused absences per year.

1. Members may be excused from meetings at the discretion of the President and/or Secretary

2. The President or Secretary must be notified of the absence prior to the scheduled Board meeting

3. More than three (3) unexcused absences shall result in removal from the Board

4. Excessive absences may result in removal at the discretion of the Board.

SECTION 2: ANNUAL MEMBERSHIP MEETING

A. There shall be an annual membership meeting to be held at a time and place to be designated by the Board of Directors

B. The purpose of this meeting shall be to hold an election for Board members and Officers, as well as to vote on any changes to the Constitution of the SCDW.

C. Members shall receive notice of the annual membership meeting at least one (1) week prior to the meeting.

D. A quorum of 10 members is required to conduct business,

SECTION 3: SPECIAL MEMBERSHIP MEETINGS

A. The President or Board of Directors may call a Special membership meeting

B. Members shall be given at least forty-eight (48) hours notice of scheduled special meetings

C. A quorum of 10 members is required to conduct business.

ARTICLE VIII: ELECTION OF OFFICERS AND BOARD OF DIRECTORS

SECTION 1:

No person shall be eligible to be elected to the Board of Directors of the SCDW unless he/she is a current Active Member. All officers and the Board of Directors shall be elected at the annual membership meeting and shall assume their position on the first day of January.

SECTION 2:

Officers named in Article VI, Section 3 shall serve for a term of one year. Directors shall serve for a term of 3 years. At the expiration of their term, any officer or director may be reelected. 

SECTION 3:

A.    Nominations for officers and directors shall be made by a Nominating Committee consisting of at least three (3) board members.

1.      The consent of each candidate must be obtained before his/her name is placed in nomination.

2.      The Nominating Committee shall present to the Board of Directors, at least two (2) weeks prior to the annual membership meeting, the name of at least one candidate for each position to be filled.

3.      Notice of the annual membership meeting shall include the slate presented by the Nominating Committee to the Board.

B.     Additional nominations may be made from the floor by any active member at the annual membership meeting provided the candidate is an active member and has consented to their nomination.

ARTICLE IX: VACANCIES

SECTION 1:

In the event that a vacancy occurs in the office of the President, the Vice-president shall become President for the unexpired term. If the VP cannot perform the President’s duties, the gavel goes to the Secretary and then the Treasurer.

SECTION 2:

In the event a vacancy occurs on the Board of Directors, a successor to fill the unexpired term shall be appointed by the Board of Directors as a provisional board member. The appointed member must then follow regular election procedure in order to retain that board position.

ARTICLE X: PRODUCTIONS

SECTION 1:

The final selection of productions each year shall be approved by the Board of Directors.

SECTION 2:

A reading committee of at least three (3) Board members may be created.

SECTION 3: The director(s) for each production shall be approved by the Board of Directors

A. In order to direct a full-length production, the individual must:

1. have directed a minimum of a  one-act or an off-season production with the SCDW or;

2. have experience as a director outside of the workshop

B. There must be a producer assigned to each production

1. Directors may choose their own producer, with approval from the Board of Directors.

2. If a producer is not chosen, the Executive Producer shall serve as Producer for that production.

ARTICLE XI: FISCAL POLICY

The Fiscal Year of the SCDW shall begin on January 1 of each year and shall end on December 31 of that year.

ARTICLE XII: DISSOLUTION

The dissolution of the Sullivan County Dramatic Workshop, Inc. shall take place as provided in the Not-For-Profit Corporation Law of the state of New York as presently existing, or as hereinafter amended.

ARTICLE XIII: AMENDMENTS

The Constitution may be amended, repealed, or altered, in whole or in part, by a majority vote at any duly organized annual or special membership meeting of the SCDW, provided that notice of the proposed change is given to Members at least ten (10) days before the time of the meeting to consider the proposed change.

ARTICLE XIV: PARLIAMENTARY PROCEDURE

Robert's Rules of Order, Newly Revised, shall be the authority for any rules of order not covered in the Certificate of Incorporation or in the Constitution.