Article I. Identification

Section 1. Name

The name of the corporation is California Presenters, Inc.

Section 2. Mission

California Presenters is a state-wide organization committed to advancing professional touring and presenting of the performing arts. As such, California Presenters pursues leadership, development and support of presenters, artists, artist managements and other arts organizations.

Section 3. Fiscal Year

The fiscal year of the corporation shall begin January 1 and end on December 31.

Section 4. Seal

The Board of Directors may adopt, use, alter, or cancel a seal or insignia for California Presenters, or both, and may prescribe its use by the corporation and its members.

Section 5. Offices

The principal office of this corporation for business shall be located in the State of California at an address to be established by resolution of the Board of Directors.

Article II. Membership

Section 1. Classification of Membership and Qualification

Clause(a). Approval, Eligibility

All members shall have been approved for membership by the Board of Directors. All questions as to eligibility for membership shall be decided by the Board of Directors.

Clause(b). Members

Membership in California Presenters shall be divided in four classes of membership as follows:
California Presenting Organizations
Affiliate Members
Special/Emeritus Members
Out-of-State Presenting Organizations

Clause(1). California Presenting Organizations

Presenting organizations shall consist of institutions of higher learning and the nonprofit community, state and regional public service organizations, such as museums, arts councils, city departments and performing arts centers, which have presentation of a performing arts program as their primary function. Any department or division within such an institution or organization may be a separate active member provided that each department or division has its own separate budget for a performing arts program or that it has separate responsibilities for the presentation of a performing arts program.

Clause(2). Affiliate Members

Artists and artists managements actively involved in touring and performing or in the representation of artists, attractions, films and lectures. Any department or division within an agency or any artist represented by such an agency may be a separate Affiliate Member provided that each department of division has its own separate budget and separate responsibility for the conduct of business. Also, supporting organizations, individuals, vendors and consultants interested in fostering the goals of California Presenters and not actively involved in the presentation of the performing arts or representation of artists, attractions, films and lectures.

Clause(3). Special/Emeritus Members

The Board of Directors may designate certain individuals or organizations as Special/Emeritus members.

Clause(4). Out-of-State Presenting Organizations

Presenting organizations shall consist of institutions of higher learning and the nonprofit community, state and regional public service organizations, such as museums, arts councils, city departments and performing arts centers, which have presentation of a performing arts program as their primary function. Any department or division within such an institution or organization may be a separate active member provided that each department or division has its own separate budget for a performing arts program or that it has separate responsibilities for the presentation of a performing arts program. Out-of-State Presenting Organizations shall mean those presenting organizations outside the State of California.

Section 2. Representation of Members

Each Presenting organization shall be entitled to one voting representative and non-voting representatives as designated. Each representative or associate representative shall be designated by the President or other appropriate administrative officer from each member institution or organization. The designated voting representative may change from time to time to accommodate the wishes of the President or other appropriate administrative officer from each member institution or organization.

Section 3. Dues

Dues payable to California Presenters by members shall be in such amounts and payable at such times as may be determined by the Board of Directors. All dues are payable on an annual basis and are due and payable at the beginning of each fiscal year or, in the case of memberships established after the beginning of the fiscal year, full annual dues for the applicable fiscal year are due and payable with the membership application.

Section 4. Voting Rights at Meetings

Each voting representative shall have one vote upon each matter submitted to a vote at meetings of members. All other representatives, affiliates, special/emeritus and out-of-state presenter members shall have the privilege of the floor but shall not be entitled to vote at meetings of members.

Section 5. Meetings

Clause(a). Place of Meetings

There shall be an annual meeting of the members which shall be held within or without the State of California at such time and place as may be determined by the Board of Directors.

Clause(b). Special Meetings

Special meetings of the members may be held upon call by the President or, if such person is absent, unable to or unwilling to act, Vice President or any three Directors.

Clause(c). Notice of Meetings

Written notice, stating the place, day and hour of the meeting and, in the case of a special meeting, the purposes for which it is call shall be delivered not less than fifteen (15) days before date of the meeting. Such notice shall be delivered by mail, by or at the direction of the President, to each voting representative entitled to vote at such a meeting. The Board of Directors, at its discretion, may order a wider distribution of notice than is called for by these Bylaws. Such notice with postage prepaid shall be deemed to be delivered when deposited in the United States mail addressed to the voting representative at such address as appears on the records of California Presenters.

Clause(d). Quorum

Members present at the annual meeting shall constitute a quorum at that meeting. At any other time when a vote shall be called for, two-thirds of the votes represented shall constitute a quorum. A majority of the votes entitled to be cast by the voting representatives or alternates at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon. Should a quorum not be present when a vote is present, the meeting will either be adjourned for lack of a quorum or adjourned until such time as a quorum is present. One (1) hour will be allotted to the gathering of such quorum. Should such quorum not be present at the end of that time, the meeting will be adjourned.

Clause(f). Proxies

Members shall not be entitled to vote by proxy.

Article III. The Board of Directors

Section 1. Powers/Number

This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed directly by the Board or delegated under the ultimate direction of the Board. The number of Directors shall be a minimum of ten (10) and a maximum of twenty (20).

Section 2. Qualifications

Directors shall be chosen from among representatives of California Presenting Organizations. Six (6) Directors shall be chosen at Large and the remaining four (4) Directors shall be the President, Vice President, Secretary and Treasurer. Up to two board members from out of state can serve on the California Presenters Board of Directors, but cannot serve as an officer of the organization.

Section 3. Terms and Categories of Directorship

Directors who do not serve as officers are numbered at a minimum of 6 and a maximum of 16. They shall be divided into two categories: Category A and Category B. Category A shall consist of a minimum of 3 and a maximum of 8 directors who shall be elected in even-numbered years at the annual meeting of the membership for terms of two years expiring upon the election and qualification of their successors. Category B shall consist of a minimum of 3 and a maximum of 8 directors who shall be elected in odd-numbered years at the annual meeting of the membership for terms of two years expiring upon the election and qualification of their successors. The term of each director shall expire seven calendar days after the election and qualification of his/her successor at the annual meeting of members. Each director is eligible to serve a maximum of three consecutive terms on the Board of Directors. However, the normal expectation would be for a Director to serve two, two-year terms.

Section 4. Vacancies

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors; provided however, that in the case of the President of the corporation, such vacancy shall be filled in the manner prescribed for a vacancy in such office by these bylaws. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall take office immediately upon his/her election.

Section 5. Removal of Directors

The entire Board of Directors or any individual Director may be removed from office at any time by the vote of a majority of the members. If any or all Directors are so removed, new Directors may be elected at the same meeting and shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected at such meeting, the vacancy or vacancies created by the removal shall be filled as provided in Section 4. Absence of a Director from three or more consecutive board meetings shall constitute cause for removal.

Section 6. Meetings

Clause(a) Place of Meetings

Meetings of the Board of Directors of the corporation, regular or special, may be held within or without the State of California.

Clause(b). Regular Meetings

The Board of Directors shall meet each year at the annual meeting of the membership, and at the annual meeting of Western Alliance of Arts Administrators, at the place which such conferences are being held. There shall be one regular meeting held in during the months of October- November and another meeting during the months of February-March, at a place and date designated by the Board of Directors. Written notice, stating the place, day and hour of the meeting shall be delivered to the board members not less than thirty (30) days before the date of the meeting.

Clause(c). Special Meetings

Special meetings of the Board of Directors may be called by the President or, if he/she is absent, unable or refuses to act, by the Vice President or by any three directors and shall be held, on notice by letter or fax, delivered for transmission not later than the fifth day immediately preceding the day for such meeting, or by word of mouth or telephone, received not later than during the third day immediately preceding the day for such meeting.

Clause(d). Quorum

A majority of the directors then in office shall constitute a quorum, but such number shall not be less than four (4). The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors providing that any action taken must be approved by at least a majority of the required quorum for such meeting.

Clause(e). Action by Written Consent

The Board of Directors are permitted to take action without a meeting if all members of the Board consent in writing to such action. Written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of the directors.

Article IV. Committees

Section 1. Executive Committee

The Executive Committee shall consist of the President, Vice President, Immediate Past President, Secretary and Treasurer. The Executive Committee shall have and may exercise, while the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the corporation, except action in respect to the election of officers or the filling of vacancies in the Board of Directors.

Section 2. Board Committees

Members of the Board of Directors will be asked to chair or co-chair committees of the Board. These may be one-person committees or larger committees comprising California Presenter members and non-members. Committees will include, but not be limited to: Nominating, Membership, Public Affairs (2 members), Artist Information Exchange (2 members) and Newsletter.

Section 3. Other Committees

The President may designate one or more committees, other than the committees of the Board, for whatever purpose(s) he/she deems necessary. These committees shall perform such duties as are assigned to them by the President. Such committees may be composed of members and nonmembers of the corporation.

Article V. Officers

Section 1. Officers

The Officers of California Presenters shall be a President, Vice President, Secretary, and Treasurer and Immediate Past President.

Section 2. Qualification, Election, Term of Office

Officers of California Presenters shall be elected by voting members at the annual meeting. The President and Vice President shall be elected in even-numbered years, and the Secretary and Treasurer shall be elected in odd-numbered years, for terms of two (2) years expiring seven calendar days after the election and qualification of their successors. The President, Vice President, Secretary and Treasurer shall be eligible to succeed themselves up to a maximum of two terms or four years in office. At the time of the election of a new President, the President shall succeed the Immediate Past President and shall serve until a new president is elected and qualified, regardless of the maximum number of terms/years stated elsewhere in these bylaws.

Section 3. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term. The officer so elected shall be elected for the unexpired term of his/her predecessor in office, and shall take office immediately upon his/her election.

Section 4. Duties of Officers

Clause(a). President

The President shall be the chief executive officer of California Presenters and shall in general, subject to the Board of Directors, supervise and control the affairs of California Presenters. He/she shall perform all duties incident to his/her office and such other duties as may be required by law. He/she shall preside at all meetings of the members and of the Board of Directors and shall serve, ex-officio, on all committees of the corporation.

Clause(b). Vice President

The Vice President shall have the powers and perform such duties as the Board of Directors may from time to time prescribe, or as the President may delegate. In the case of death of the President, or in case of his/her absence or inability to act, the Vice President shall perform the duties of the President. The Vice President shall act as Chair of the Annual Meeting of California Presenters.

Clause(c). Secretary

The Secretary shall be responsible for recording minutes of annual meetings and board meetings and prepare correspondence with the membership as a whole. He/she shall also certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date and all records. Keep at such place as the Board may determine, a book of minutes of all meetings of the Directors, and if applicable, meetings of Committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof, including the vote of each Director. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Clause(d). Treasurer

The Treasurer shall be the financial officer of California Presenters and shall also have charge and custody of and be responsible for all funds of California Presenters and deposit of such funds in the name of California Presenters in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall prepare the annual budget of California Presenters and shall serve as a resource to the Board of Directors in the area of financial concerns. He/she shall receive monies due to the corporation and shall give monies payable by California Presenters. If required by the Board of Directors, at the expense of California Presenters, give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors may prescribe. And such other duties as may from time to time be assigned to his/her by the Board of Directors or the President. At the close of every second (2nd) fiscal year. The Treasurer may obtain and independent audit of its books and records, excepting that this audit may be delayed one (1) year if the past fiscal year's budget did not exceed Fifty Thousand Dollars ($50,000.00).

Clause(e). Immediate Past President

The Immediate Past President shall serve as an officer of California Presenters. The Immediate Past President shall be a voting member of the Board of Directors and Executive Committee, and shall serve as Chair of the Nominating Committee.

Section 6. Compensation

The Officers and Board of Directors shall not be entitled to compensation for services rendered California Presenters.

Section 7. Removal and Resignation

Any officer may be removed, with or without cause, by a majority of the Directors in office at the time, at any regular or special meeting of the Board. Such officer shall be removed should he/she cease to be qualified for the office as herein required. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of California Presenters. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Article VI. Rules of Order

All meetings of members, Board of Directors and committees of the corporation shall be governed by parliamentary rules and usages as determined by the Board of Directors.

Article VII. Amendment of Bylaws

These Bylaws may be amended either by the members or the Board of Directors. The members shall be informed, prior to the next annual meeting of the membership, of any Bylaws change made by the Board of Directors. Each change made to the Bylaws by the Board of Directors shall be ratified, amended, or repealed by the members, though such changes shall be effective at the time they are made by the Board of Directors.