The name of this organization will be "Nashua Theatre Guild", also referred to as NTG.
The Nashua Theatre Guild is established as a non-profit community theater located in Nashua, New Hampshire.
The Nashua Theatre Guild is established to encourage and develop the creativity and talent of its members, and to provide an opportunity for its members to participate in all phases of theater.
It is the belief of the Nashua Theatre Guild that, as a theater company, we have an obligation to perform as professionally and as skillfully as possible, and that collectively, we have an obligation to assist our fellow members to develop their talents and craft in a creative and responsible fashion.
In accordance with these goals, the Nashua Theatre Guild will present live theatrical presentations for the enjoyment and enrichment of its members, patrons, and residents of Nashua and surrounding communities.
ARTICLE II - MEMBERSHIPS
Any individual (regardless of race, creed, national origin, etc.) who is in accord with the purposes and goals of this organization may qualify for membership.
The Board of Directors will determine the amount of dues at the beginning of each fiscal year.
Dues for the following year shall be paid to the Treasurer prior to or at the Annual Meeting of the NTG (see ARTICLE IV -- MEETINGS).
Failure to pay dues (after a written notification of dues in arrears, with a 30 day grace period) will constitute automatic suspension from all rights and privileges of membership until such dues are paid.
New members joining after the Annual Meeting may participate in theater activities and productions immediately upon payment of dues for the current fiscal year. New Members joining after the beginning of the fiscal year may pay partial dues as determined by the Board.
Upon payment of dues or review by the Board, any individual who qualifies for membership under Paragraph 1 of ARTICLE II -- MEMBERSHIPS will be considered a member in good standing. Only members in good standing may participate in any theater activity or production. Exceptions may be made on certain occasions for non-members to help NTG members with specific tasks. Only members in good standing will be eligible to vote at meetings of the general membership of the NTG.
The NTG fiscal year will be defined as beginning July 1 and concluding the following June 30.
ARTICLE III -- BOARD OF DIRECTORS
The Board shall consist of a President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and up to four Members-at-Large.
In addition, up to two Associate Members-at-Large may be appointed at the discretion of the Board.
The immediate past President may serve on the Board, ex-officio.
All Board members must be members in good standing at the time of their election.
A Board of Directors will be elected by voting members at the Annual Meeting for the practical maintenance, continuity, and organization of the NTG. This Board will be responsible for the general business of the NTG and for establishing policy for the NTG in the spirit, goals, and aims of this organization.
Except where otherwise noted, each member of the Board shall be elected to serve for one fiscal year.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is at all times accountable to the members of the NTG for all NTG affairs.
The Board may appoint non-voting consultants to advise the Board on NTG operations. Directors and Production Coordinators of NTG productions will automatically be considered consultants to the Board for the duration of the person's time as Production Coordinator or Director.
The Board will assume the duties and responsibilities specified elsewhere in these By-Laws.
Responsibilities of Individual Officers
President, who shall:
preside at all NTG meetings in accordance with Robert's Rules of Order except where otherwise expressly provided for in these By-Laws.
sign all contracts and other instruments subject to the approval of the Board.
fulfill a leadership role by setting goals, performing administrative duties, and speaking for the organization.
the President may establish and appoint committees it deems necessary.
no one shall serve as President for more than two consecutive years.
Vice President, who shall have all the powers and privileges of the President in the absence or disability of the President.
Recording Secretary, who shall:
keep and certify the minutes of all NTG meetings in accordance with Robert's Rules of Order.
have custody of all NTG documents.
Corresponding Secretary, who shall:
issue notices of all meetings.
notify committees of appointments and business.
tend to correspondence.
maintain the list of current members in good standing.
notify members of their election to the Board.
Treasurer, who shall:
receive and disburse the monies of the organization.
deposit monies in the organization's bank account and maintain said account.
provide receipts for monies received.
pay the bills of the organization under the direction of the Board, except for the immediate payment of bills under $100.00.
maintain the financial records of the NTG is accordance with generally acceptable accounting procedures.
render a current statement at regular meetings of the Board and make a report at each Annual Meeting of the NTG.
keep records that will allow a committee to audit the books at the end of the fiscal year.
Members-at-Large, who shall be voting members of the Board and perform such duties as may be assigned by the President or the Board. Two of the Members-at-Large shall be elected at each Annual Meeting to serve for two-year terms.
Associate Members-at-Large, who shall be voting members of the Board and perform such duties as may be assigned by the President or the Board. Associate Members-at-Large may be appointed for a one-year term.
Ex-officio, who is considered advisory and is not a voting member of the Board.
A Nominating Committee shall be appointed by the President, with the advice and consent of the Board of Directors.
The objective of the Nominating Committee shall be to find the best candidate(s) for each office of the Board of Directors. Persons serving on the Committee can be nominated to office.
The Corresponding Secretary shall give the Committee a copy of the membership list, the bylaws, and a description of the duties of each office.
The Committee shall be appointed at least three months before the Annual Meeting, and shall serve for one year. The Committee shall submit a slate of nominees to the membership at least one month before the Annual Meeting.
After hearing the report of the Nominating Committee, the assembly has the ability to present nominations from the floor. In addition, write-in candidates will be accepted. Candidates nominated from the floor must either be present at the meeting or have indicated in writing their willingness to accept the specific office for which they are nominated.
The voting members of the NTG shall elect one person to each position on the Board.
Where there is more than one candidate listed for an office, voting shall be by written ballot.
Each candidate receiving a plurality of votes shall be elected. In the event of a tie, there will be an immediate recount, followed by a run off election between the tied candidates, if necessary. In the event that only two candidates are running, or that the tie persists, the election shall be decided by a coin toss.
Newly elected Board members shall take office at the beginning of the next fiscal year.
MEETINGS OF THE BOARD
The Board will normally meet once a month, or when the President or a majority of the Board requests a special meeting, to conduct the business of the NTG. A quorum of a simple majority of the currently serving members of the Board is necessary to conduct business. A simple majority of those present and voting is needed to adopt a motion. The President may vote only in the event of a tie.
The Board may elect to do business via electronic means if all Board members have access. A simple majority of the Board is needed to adopt a motion. The President may vote only in the event of a tie.
The meetings of the Board of Directors shall be open meetings. Any NTG member may submit agenda items to the President. The member may then be invited to present these items to the Board; however, only Board members shall vote.
REMOVAL AND REPLACEMENT OF OFFICERS
A Board Member may be removed from the Board if his or her continued membership on the Board is determined to be detrimental to the NTG. A two-thirds vote of the Board is required to remove a member of the Board, with the Board member in question abstaining.
The President may be removed from office under the same procedure.
The Board may replace a Board member who resigns or is removed by appointing a member of the NTG to serve until the next Annual Meeting.
The absence of a Board member from two consecutive regularly scheduled meetings may warrant a warning letter from the Corresponding Secretary, if determined by the Board to be necessary. At the discretion of the Board, the absence of a member from three consecutive regularly scheduled Board meetings shall warrant his or her resignation, effective immediately. The Board may then appoint a replacement for said member.
ARTICLE IV - MEETINGS
A meeting of the general membership of the NTG shall be called a meeting of the NTG or an NTG meeting.
The Annual Meeting of the NTG shall be held during the month of June. The exact date, time, and place of this meeting will be determined and announced by the Board of Directors. A written, printed, or electronic notification of the Annual Meeting shall be sent to the last known address of each member of the NTG by the Corresponding Secretary, at least seven, but not more than thirty days prior to the meeting.
A meeting of the NTG may be called by the President whenever deemed necessary, or upon request of five members of the Board.
All meetings of the NTG or the Board shall be conducted according to Robert's Rules of Order, except where otherwise expressly provided for in these By-Laws.
Each NTG member who is present at an NTG meeting shall be entitled to one vote.
Any member who cannot be present at an NTG meeting shall be allowed an absentee ballot and shall be entitled to one vote. All absentee ballots must be requested from the Board.
Voting by proxy shall not be permitted.
The majority of the membership present shall prevail at all meetings of the NTG, except where otherwise expressly provided for in these By-Laws.
ARTICLE V - PRODUCTIONS
The Board of Directors will be responsible for determining the season's schedule, including plays, production dates, audition dates, Production Coordinators, Directors, and budgets.
Upon selection of production dates, the Corresponding Secretary shall call for proposals for directors and/or productions to fill those dates.
Any person may submit his or her name to the Board for consideration as a Director.
The Board or its agent shall hear and evaluate proposals from all interested parties before making a selection.
The Board of Directors will appoint a Production Coordinator for each NTG production.
All production personnel are responsible directly to the Production Coordinator, and the Production Coordinator is responsible to the Board of Directors. The Director is responsible for all artistic matters with the show.
Auditions for the regular season will be open to the community at large. Each member of the cast must be or become a member of the NTG, as outlined in ARTICLE II -- MEMBERSHIPS.
Final casting will be determined by the Director. The Director shall have the advice of an Audition Board, comprised of up to four people, at least one of whom shall be a Board member. The remaining positions may be filled by Board members, general members, and/or production staff, as agreed upon by the Board and the Director.
ARTICLE VI -- AMENDMENTS TO THE BY-LAWS
These By-Laws may be amended or repealed by a two-thirds vote of the members present and voting at any NTG meeting provided that written notification of the proposed By-Laws changes have been provided with the meeting notice.
ARTICLE VII - DISSOLUTION
Upon dissolution of the Nashua Theatre Guild, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(5) of the I.R.S. Code or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal Government, or state or local government for a public purpose.
ARTICLE VII - CONFLICT OF INTEREST
Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the board. Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.