Name and Offices
Section 1. Name
This corporation shall be known as the THEATRE LEAGUE OF SOUTH FLORIDA, INC. ("League") and shall serve the geographic counties of Monroe, Dade, Broward, and Palm Beach.
Section 2. Books
There shall be kept at the principal or other designated office of the League, books or records of membership and correct books of account of the activities and transactions of the League, including a minute book, which shall contain a copy of the Articles of Incorporation, a copy of these By-Laws, and all amendments thereto, and all minutes of meetings of the members and of the Board of Directors.
Section 3. Fiscal Year
The League's fiscal year shall run from October 1 to September 30 of each calendar year of its existence.
This association is organized for educational, cultural, and other non-profit purposes pursuant to section 501 (c)(3) Internal Revenue Code.
The Theatre League of South Florida is an alliance of theatrical organizations and professionals dedicated to nurturing, promoting and advocating for the growth and prestige of the South Florida theatre industry.
Members and Membership
Section 1. Categories of Membership
The membership of the League shall consist of three categories drawn from the discipline of theatre arts.
A. Member Companies (both Equity and non-Equity): Commercial Theatre Companies; Not-For-Profit Theatre Companies, whose non-profit status has been granted by the Internal Revenue Service; Educational Institutions offering theatre training, and Annual Theatrical Events, i.e., festivals.
B. Individual Members: Those who work in the theatre or are students of theatre arts, and/or patrons of theatre arts.
C. Student Members: Students under the age of 21, with proof of enrollment.
Section 2. Denial or Revocation of Membership
A. An application for membership may be denied, with reasonable cause, as determined by an affirmative vote of two-thirds (2/3) of the total Board of Directors
B. Any member may be removed by the Board of Directors for delinquency in dues payments or for outstanding delinquency in the payment of other funds due the League
C. Any member may be removed with reasonable cause, as determined by the Board of Directors, by an affirmative vote of two-thirds (2/3) of the total Board of Directors
D. Any Member Company shall be considered as having resigned in the event of the Company's dissolution.
Section 3. Membership Dues
Membership dues are decided upon by a simple majority vote of the Board of Directors as the Board deems necessary. Annual dues are payable to the Treasurer no later than September 1 of any calendar year to enable Members inclusion in The Talent Pool.
Small Company-Annual budget 0-$250K
Medium Company-Annual budget $251K-$750K
Large Company-Annual budget $751K and up
Section 4. Meetings of League Membership
A General Meeting of the members of the League will occur annually, with a date to be determined by the Board two months prior to the meeting. All meetings of the Board and full membership will be conducted subject to the Sunshine Laws of the State of Florida.
Section 5. Special Meeting of League Membership
Special meetings of the League for any purpose or purposes may be called by the Secretary or Executive Director at the direction of the President or Board of Directors.
Section 6. Notice of Meetings
Written notice of all meetings of the League, stating the time, place, and objects thereof, shall be given at least fifteen (15) and not more than sixty (60) days before such meeting to each Member.
Section 7. Quorum
A simple majority of the Board of Directors shall constitute a majority, whether present in person or by proxy. A proxy may consist of an e-mail or a fax or a phone call verified by an Executive Committee member or the Executive Director. Urgent issues may be voted upon through electronic communication if 15 days notice for a special meeting cannot be executed or is not practical, and can only be used for issues announced prior to the board meeting.
Section 8. Reports to the Membership
Any League Member will have access to the approved minutes of all meetings upon scheduling an appointment with the Secretary of the Board of Directors or Executive Director during normal business hours or at other times convenient for the holder of the minutes. There will be an annual meeting at which time the Board of Directors will make a report to the League Membership.
Board of Directors
Section 1. Number of Directors
The Board of Directors shall consist of no fewer than seven (7) or more members to include the Executive Committee. The Board of Directors may increase the membership of the Board as it deems necessary.
Section 2. Nomination and Election of Directors
A. A Nominating Committee shall be appointed by the Board of Directors, exercising with its best efforts to seek out and recommend candidates for election to the Board of Directors. General membership may and will be encouraged to submit candidate recommendations to the committee. The Committee shall submit to the Board of Directors by mail or e-mail the slate of nominees at least fifteen (15) days prior to the October meeting.
B. A person not nominated by the committee may run for a position on the Board either by having a Board member place them into nomination at the voting meeting, or by presentation of a petition signed by 1/4 of the general membership.
C. Voting shall occur in person at the October meeting of the Board of Directors or by mail or e-mail proxy with the deadline for returned ballots occurring no less than one day prior to the October meeting. The results of the election will be announced at the October meeting.
Section 3. Term of Board Members
Board Members shall serve three-year staggered terms, limited to two consecutive terms or eight consecutive years of service. A person who has served the full term of service may be re-elected to the Board of Directors after a one year hiatus.
Section 4. Absences from Meetings
Board Members will attend each meeting of the Board of Directors called unless an excuse of absence is written or called into the Secretary, Executive Director or President in advance of that meeting. Each member is entitled to two (2) absences per year. All absences must be excused.
Section 5. Duties and Powers of Board Members
The direction and management of the affairs of the League shall be vested in its Board of Directors, who shall have complete discretion to approve a yearly budget. All expenditures, disbursements or distributions of funds to be made in carrying out the purposes of the League shall be reviewed by the Board at each Board Meeting.
Section 6. Vacancies
In case of any vacancy in the Board of Directors, the remaining Directors may, by vote of a majority then in office, elect a successor for the unexpired term of that Director.
Section 7. Removal of Board Members
Any Board Member may be removed with reasonable cause, as determined by the Board of Directors, by a unanimous vote of the remaining Board membership.
Section 8. Manner of Acting
The Board of Directors will set the goals of the organization and appoint committees whose aim it will be to serve these goals. Each committee shall be chaired by a Board Member of the League. The remaining committee members will be drawn from the membership of the League or from qualified individuals and outside organizations as determined by the Chairman of the Committee.
Section 9. Meetings of the Board of Directors
Members of the Board of Directors shall meet no less than six (6) times annually.
Section 10. Advisory Board
The Board of Directors may, at their discretion, create an Advisory Board as an ancillary support group for the Board and the League. They will have no voting rights. Membership on the Advisory Board will be by election of the Board of Directors. Advisory Board members will not have term limits and removal if necessary will be decided by a simple majority of the Board of Directors. A review of the membership will occur every six years.
Section 1. Enumeration
The Executive Committee of the League shall consist of a President, Vice-President, Secretary, and Treasurer and shall be elected from the Board of Directors.
Section 2. Election and Term of Office
The Executive Committee shall be nominated from those Board Members announced at the September meeting of the League membership. Officers shall serve for a term of ONE year with no limit to the number of terms an officer may serve.
Section 3. Vacancies
In case of any vacancy in the Executive Committee, the remaining Directors may, by vote of a majority then in office, elect a successor for the unexpired term of that Officer.
Section 4. Removal of Officers
Any officer may be removed with reasonable cause, as determined by the Board of Directors, by a unanimous vote of the remaining Board membership.
Section 5. President
The duties of the President shall include, but not be limited to, the following:
A. to call and preside at all regular and special meetings of the Board of Directors;
B. to call and preside at all regular and special meetings of the full League membership;
C. to act as an official spokesperson of the League;
D. to appoint all standing and regular committees of the Board of Directors;
E. to act as an ex-officio member of all League committees; and
F. to execute on behalf of the Corporation all legal and official documents as required in the transaction of the business of the League.
Section 6. Vice President
The duties of the Vice-President shall include, but not be limited to, the following:
A. to assume all duties of the office of the President in the event that the President is unable to carry out said duties; and
B. to assume all other duties as determined by the Board of Directors.
Section 7. Secretary
The duties of the Secretary shall include, but not be limited to, the following:
A. to maintain, or cause to be maintained, complete and accurate records of all Board of Directors and League meetings;
B. to publicize, or cause to be publicized, all notices of meetings concerning the Board of Directors or full League membership;
C. to receive, validate and vote all members' proxies pursuant to these By-Laws; and
Section 8. Treasurer
The duties of the Treasurer shall include, but not be limited to, the following:
A. to maintain or cause to be maintained, complete and accurate records of all income and expenditures of the League;
B. to present, for ratification by the Board of Directors, periodic financial reports and, when applicable, a proposed budget for the following fiscal year; and
The duties of the Executive Director shall include, but not be limited to, the following:
A. Receive, review and maintain, pursuant to these ByLaws, all official correspondence of the League.
B. Maintain or cause to be maintained the membership rolls of the League, especially with regard to voting eligibility and membership status.
C. Send out or cause to be sent out all official correspondence of the League.
D. Maintain the permanent address, telephone, fax and computer in the office of the League.
E. Act as the public spokesperson for the good of the League.
F. Create and maintain programming, workshops, marketing initiatives, and partnerships in support of the mission.
G. Hire staff and consultants as necessary within approved budget.
H. Act as ex-officio member of all committees
Amendments to By-Laws
Section 1. Submission of Proposed Amendments
Proposed amendments may be submitted by any League Board of Directors member. Said proposed amendments must be forwarded by mail or e-mail to the Board of Directors at least fourteen (14) days prior to the next Board of Directors meeting.
Section 2. Voting on Amendments to By-Laws
After consideration and any revisions, all proposed amendments shall be presented to the Board of Directors for a vote at a regular or special meeting of the Board of Directors. At that time an affirmative vote of three-fourths (3/4) majority of the quorum present in person or by proxy shall be required for adoption.
Ratification of By-Laws
These By-Laws shall be ratified by a simple majority vote of the Board of Directors present at a scheduled meeting or a meeting called for such a purpose. A quorum must be present for such a vote to take place. Notification of such a meeting shall be by phone, fax, mail or e-mail to all current Board of Directors members and confirmation of receipt of such a notice in writing or by e-mail will be handled by the League's registered agent in accordance with the procedures set forth herein.
Producing Activity of the League
The League shall be allowed to produce activities, both social and theatrical, as the Board directs to benefit the League; but in no way cause to be a conflict or competition with its Member Companies.
Amended June 1997
Amended June 1998
Amended June 2000
Amended October 2002
Amended August 2006
Amended October 2008