Bylaws
Article I. Identification
Section 1. Name
The name of the corporation is California Presenters, Inc. (Corporation)
Section 1. Name
The name of the corporation is California Presenters, Inc. (Corporation)
Section 2. Mission
California Presenters is a statewide coalition committed to connecting, engaging and developing performing arts professionals from organizations of different sizes and structures; and advocating for important issues in the presenting field. To fulfill its mission, California Presenters supports its membership by providing a network for conversation, professional development, mentorships, and leadership opportunities. California Presenters also articulates issues on behalf of its membership and the performing arts. In order to fulfill its mission, California Presenters has established the following four (4) goals to serve its diverse membership:
1. To provide peer-to-peer dialogue and networking opportunities.
2. To articulate and advocate for issues of importance to presenters in California.
3. To support, nurture, and develop leadership.
4. To diversify the Board of Directors, membership and participation in the presenting field to better reflect the population of California.
California Presenters is a statewide coalition committed to connecting, engaging and developing performing arts professionals from organizations of different sizes and structures; and advocating for important issues in the presenting field. To fulfill its mission, California Presenters supports its membership by providing a network for conversation, professional development, mentorships, and leadership opportunities. California Presenters also articulates issues on behalf of its membership and the performing arts. In order to fulfill its mission, California Presenters has established the following four (4) goals to serve its diverse membership:
1. To provide peer-to-peer dialogue and networking opportunities.
2. To articulate and advocate for issues of importance to presenters in California.
3. To support, nurture, and develop leadership.
4. To diversify the Board of Directors, membership and participation in the presenting field to better reflect the population of California.
Section 3. Fiscal Year
The fiscal year of the Corporation shall begin January 1 and end on December 31.
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.
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.
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 three (3) classes of membership as follows:
• California Presenting Organizations
• Special/Emeritus Members
• Out-of-State Presenting Organizations
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 three (3) classes of membership as follows:
• California Presenting Organizations
• Special/Emeritus Members
• Out-of-State Presenting Organizations
Clause (1). California Presenting Organizations
California 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 one of their primary functions. 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). Special/Emeritus Members
The Board of Directors may designate certain individuals or organizations as Special/Emeritus members.
Individuals or organizations who serve as independent consultants and whose work is primarily to assist, train, mentor and/or advocate for issues associated with nonprofit community, state and regional public service organizations that have presentation of a performing arts program as their primary function may be granted Special Membership upon approval of the Board of Directors.
Individuals or organizations who serve as independent consultants as defined in the previous section and whose work may also include artists, artist representatives and/or non-presenter organizations may be granted membership with the clear understanding that their participation is limited to the parameters of California Presenters goals. Special Membership may be granted upon approval of the Board of Directors.
Individuals who have previously served with a presenting organization, but who are no longer actively working for an organization but continuing to support a presenting organization through volunteer service or part-time employment as an independent contractor for a presenting organization may be granted Emeritus Membership upon approval of the Board of Directors.
Individuals or organizations meeting these qualifications and who have been approved by the Board of Directors shall have the same voting rights as California Presenting Organizations.
Clause (3). Out-of-State Presenting Organizations
Out-of-State 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.
California 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 one of their primary functions. 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). Special/Emeritus Members
The Board of Directors may designate certain individuals or organizations as Special/Emeritus members.
Individuals or organizations who serve as independent consultants and whose work is primarily to assist, train, mentor and/or advocate for issues associated with nonprofit community, state and regional public service organizations that have presentation of a performing arts program as their primary function may be granted Special Membership upon approval of the Board of Directors.
Individuals or organizations who serve as independent consultants as defined in the previous section and whose work may also include artists, artist representatives and/or non-presenter organizations may be granted membership with the clear understanding that their participation is limited to the parameters of California Presenters goals. Special Membership may be granted upon approval of the Board of Directors.
Individuals who have previously served with a presenting organization, but who are no longer actively working for an organization but continuing to support a presenting organization through volunteer service or part-time employment as an independent contractor for a presenting organization may be granted Emeritus Membership upon approval of the Board of Directors.
Individuals or organizations meeting these qualifications and who have been approved by the Board of Directors shall have the same voting rights as California Presenting Organizations.
Clause (3). Out-of-State Presenting Organizations
Out-of-State 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 California Presenting Organization shall be entitled to one (1) voting representative and non-voting representatives as designated. Each representative or associate representatives 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.
Each California Presenting Organization shall be entitled to one (1) voting representative and non-voting representatives as designated. Each representative or associate representatives 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.
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 (1) vote upon each matter submitted to a vote at meetings of members.
Each voting representative shall have one (1) vote upon each matter submitted to a 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 (3) 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 called 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 (2/3) 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.
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 (3) 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 called 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 (2/3) 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 of Directors 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 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 of Directors 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 member organizations in good standing. Directors may also be individuals who have retired from California Presenting organizations or who serve or have served as independent consultants to member organizations or those who have been granted Special Member or Emeritus status. Six (6) Directors shall be chosen at-large and up to six (6) Directors shall comprise the Executive Committee of California Presenters as officers of the Corporation. Up to two (2) Directors may be chosen from among representatives of Out- of-State Presenting Organizations. One Out-of-State Director may serve as an officer of the Corporation.
Directors shall be chosen from among representatives of member organizations in good standing. Directors may also be individuals who have retired from California Presenting organizations or who serve or have served as independent consultants to member organizations or those who have been granted Special Member or Emeritus status. Six (6) Directors shall be chosen at-large and up to six (6) Directors shall comprise the Executive Committee of California Presenters as officers of the Corporation. Up to two (2) Directors may be chosen from among representatives of Out- of-State Presenting Organizations. One Out-of-State Director may serve as an officer of the Corporation.
Section 3. Terms and Categories of Directorship
Directors who do not serve as officers are numbered at a minimum of seven (7) and a maximum of seventeen (17). They shall be divided into two (2) categories: Category A and Category B. Category A shall consist of a minimum of three (3) and a maximum of eight (8) Directors who shall be elected in even-numbered years at the annual meeting of the membership for terms of two (2) years expiring upon the election and qualification of their successors. Category B shall consist of a minimum of three (3) and a maximum of eight (8) Directors who shall be elected in odd-numbered years at the annual meeting of the membership for terms of two (2) years expiring upon the election and qualification of their successors. The term of each Director shall expire seven (7) 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 (3) consecutive terms on the Board of Directors. Total years served for any one Director shall not exceed eleven (11) years. However, the normal expectation would be for a Director to serve two (2), two- (2)- year terms. A Director may serve a third consecutive term upon the Board determining a special circumstance which warrants such Director serving an additional consecutive term.
Should a director’s employment circumstances change, he/she will be allowed to fulfill his/her term as long as the director is able to fulfill his/her obligations to the board as detailed below.
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.
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 (3) or more consecutive Board meetings shall constitute cause for removal.
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 (3) 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 Arts Alliance, at the place which such conferences are being held. There shall be one (1) regular meeting held 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 each Director 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 (3) 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.
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 Arts Alliance, at the place which such conferences are being held. There shall be one (1) regular meeting held 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 each Director 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 (3) 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, and Treasurer. The Executive Committee may also consist of the Immediate Past President, Secretary, and President-Elect. The Executive Committee shall, during intervals between meetings of the Board of Directors, exercise all powers of the Board in the management of the business and affairs of the Corporation, except as otherwise provided by these Bylaws or by resolution of the Board; provided that the Executive Committee’s delegated authority shall not relieve the Board or any individual Director of the authority imposed on them by the Articles or by these Bylaws.
Section 1. Executive Committee
The Executive Committee shall consist of the President, Vice President, and Treasurer. The Executive Committee may also consist of the Immediate Past President, Secretary, and President-Elect. The Executive Committee shall, during intervals between meetings of the Board of Directors, exercise all powers of the Board in the management of the business and affairs of the Corporation, except as otherwise provided by these Bylaws or by resolution of the Board; provided that the Executive Committee’s delegated authority shall not relieve the Board or any individual Director of the authority imposed on them by the Articles or by these Bylaws.
Section 2. Ad Hoc and Special Committees
The Board of Directors may from time to time, by resolution adopted by a majority of Directors, establish ad hoc and/or special committees to serve at the discretion of the Board as may be deemed necessary. Persons who are not on the Board of Directors may serve on ad hoc and special committees of the Corporation. Such committees shall consist of a minimum of two (2) persons, one (1) of whom shall be a Director. Ad hoc and special committees shall not exercise the authority of the Board of Directors and shall not have the power to bind the Corporation.
The Board of Directors may from time to time, by resolution adopted by a majority of Directors, establish ad hoc and/or special committees to serve at the discretion of the Board as may be deemed necessary. Persons who are not on the Board of Directors may serve on ad hoc and special committees of the Corporation. Such committees shall consist of a minimum of two (2) persons, one (1) of whom shall be a Director. Ad hoc and special committees shall not exercise the authority of the Board of Directors and shall not have the power to bind the Corporation.
Article V. Officers
Section 1. Officers
The Officers of California Presenters shall be a President, Vice President, and Treasurer. The Officers of California Presenters may also include the Immediate Past President, Secretary, and President-Elect.
Section 1. Officers
The Officers of California Presenters shall be a President, Vice President, and Treasurer. The Officers of California Presenters may also include the Immediate Past President, Secretary, and President-Elect.
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 (7) 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 (2) terms or four (4) years in office. Regardless of officer status, total years served as a Director shall not exceed eleven (11) years or six (6) years for Out-Of-State Directors. The President-Elect shall be elected one (1) year prior to the completion of the current President for a term of (1) year. The President-Elect shall not be eligible to succeed his/herself and shall succeed the President at the following annual meeting. 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.
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 (7) 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 (2) terms or four (4) years in office. Regardless of officer status, total years served as a Director shall not exceed eleven (11) years or six (6) years for Out-Of-State Directors. The President-Elect shall be elected one (1) year prior to the completion of the current President for a term of (1) year. The President-Elect shall not be eligible to succeed his/herself and shall succeed the President at the following annual meeting. 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.
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. The President shall identify, pursue and ensure fundraising efforts that are consistent with the strategic direction of the Corporation. He/she shall be the primary signatory for the Corporation. 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 be an officer of California Presenters and 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 the President's 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 Annual Membership Conference of California Presenters.
Clause(c). Secretary
The Secretary shall be an officer of California Presenters and 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. The Secretary keeps 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 the Corporation, 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. The Secretary sees 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 chief 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 work closely with the Corporation's staff in preparing the annual budget and tax returns 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 him/her by the Board of Directors or the President. At the close of every second (2nd) fiscal year, the Treasurer may obtain an independent audit of the Corporation's 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.
Clause(f). President-Elect
The President-Elect shall be an officer of California Presenters and shall work closely with the President on current initiatives of the Corporation to ensure continued momentum and a smooth transition from one presidency to the next. The President-Elect 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. He/she shall serve, ex-officio, on all committees of the Corporation. The President-Elect position shall be filled only during the year prior to completion of the current President's term.
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. The President shall identify, pursue and ensure fundraising efforts that are consistent with the strategic direction of the Corporation. He/she shall be the primary signatory for the Corporation. 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 be an officer of California Presenters and 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 the President's 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 Annual Membership Conference of California Presenters.
Clause(c). Secretary
The Secretary shall be an officer of California Presenters and 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. The Secretary keeps 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 the Corporation, 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. The Secretary sees 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 chief 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 work closely with the Corporation's staff in preparing the annual budget and tax returns 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 him/her by the Board of Directors or the President. At the close of every second (2nd) fiscal year, the Treasurer may obtain an independent audit of the Corporation's 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.
Clause(f). President-Elect
The President-Elect shall be an officer of California Presenters and shall work closely with the President on current initiatives of the Corporation to ensure continued momentum and a smooth transition from one presidency to the next. The President-Elect 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. He/she shall serve, ex-officio, on all committees of the Corporation. The President-Elect position shall be filled only during the year prior to completion of the current President's term.
Section 6. Compensation
The Officers and Board of Directors shall not be entitled to compensation for services rendered to California Presenters.
The Officers and Board of Directors shall not be entitled to compensation for services rendered to California Presenters.
Section 7. Removal and Resignation
Any officer may be removed, with or without cause, by a majority of the Board of 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 on 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.
Any officer may be removed, with or without cause, by a majority of the Board of 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 on 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. Ethics Policy
Section 1. Conflicts of Interest
All Directors and committee members of the Corporation shall receive and agree to abide by the Corporation’s Conflict of Interest Policy. No Director or committee member shall vote on any matter under consideration at a Board of Directors or committee meeting in which such person has a conflict of interest, either real or apparent. A Director or committee member shall be considered to have a conflict of interest if (a) such person has existing or potential financial or other interest which impair or might reasonably appear to impair such person’s independent, unbiased judgment in the discharge of his or her responsibilities to the Corporation, or (b) such person is aware that a family member (which for purposes of this Section shall be spouses, parents, siblings, children and any other relative if the latter resides in the same household as the Director or committee member), or any organization in which such person (or family member) is an officer, director, employee, member, partner, trustee or controlling stockholder, has such existing or potential financial or other interest. All Directors and committee members shall disclose to the Board of Directors any possible conflict of interest at the earliest practicable time. The minutes of such meeting shall reflect that a disclosure was made and that such person having a conflict of interest disclosed material facts and answered questions pertaining to, left the meeting during the discussion of, and abstained from voting on the transaction or arrangement involving the possible conflict of interest. After reasonable investigation, the Board of Directors or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement. If a more advantageous transaction or arrangement is not reasonably possible, the Board of Directors or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with such determination the Board of Directors or committee shall make its decision as to whether to enter into the transaction or arrangement. Any Director or committee member who is uncertain whether he or she has a conflict of interest in any matter may request the Executive Committee to determine whether a conflict of interest exists, and the Executive Committee shall resolve the question by a majority vote.
Section 1. Conflicts of Interest
All Directors and committee members of the Corporation shall receive and agree to abide by the Corporation’s Conflict of Interest Policy. No Director or committee member shall vote on any matter under consideration at a Board of Directors or committee meeting in which such person has a conflict of interest, either real or apparent. A Director or committee member shall be considered to have a conflict of interest if (a) such person has existing or potential financial or other interest which impair or might reasonably appear to impair such person’s independent, unbiased judgment in the discharge of his or her responsibilities to the Corporation, or (b) such person is aware that a family member (which for purposes of this Section shall be spouses, parents, siblings, children and any other relative if the latter resides in the same household as the Director or committee member), or any organization in which such person (or family member) is an officer, director, employee, member, partner, trustee or controlling stockholder, has such existing or potential financial or other interest. All Directors and committee members shall disclose to the Board of Directors any possible conflict of interest at the earliest practicable time. The minutes of such meeting shall reflect that a disclosure was made and that such person having a conflict of interest disclosed material facts and answered questions pertaining to, left the meeting during the discussion of, and abstained from voting on the transaction or arrangement involving the possible conflict of interest. After reasonable investigation, the Board of Directors or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement. If a more advantageous transaction or arrangement is not reasonably possible, the Board of Directors or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with such determination the Board of Directors or committee shall make its decision as to whether to enter into the transaction or arrangement. Any Director or committee member who is uncertain whether he or she has a conflict of interest in any matter may request the Executive Committee to determine whether a conflict of interest exists, and the Executive Committee shall resolve the question by a majority vote.
Section 2. Interested Persons
Notwithstanding any other provisions of these Bylaws, not more than forty-nine per cent (49%) of the persons in office as Directors of the Corporation shall be interested persons. Interested person to mean either:
1. Any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time employee, independent contractor, or otherwise; or
2. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Notwithstanding any other provisions of these Bylaws, not more than forty-nine per cent (49%) of the persons in office as Directors of the Corporation shall be interested persons. Interested person to mean either:
1. Any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time employee, independent contractor, or otherwise; or
2. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Section 3. Gifts and Gratuities
No Director or committee member of the Corporation shall solicit or accept gratuities,
favors or anything of more than de minimis value from any party who has, or is seeking, to provide goods or services to the Corporation.
No Director or committee member of the Corporation shall solicit or accept gratuities,
favors or anything of more than de minimis value from any party who has, or is seeking, to provide goods or services to the Corporation.
Article VII. Annual Report and Annual Statement of Specific Transactions
Section 1. Annual Report
The Board of Directors shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year to all members and Directors of the Corporation, which report shall contain the following information in appropriate detail:
1. The assets and liabilities of the Corporation as of the end of the fiscal year;
2. The principal changes in assets and liabilities during the fiscal year;
3. The revenue or receipts of the Corporation, both unrestricted and restricted
to particular purposes, for the fiscal year; and
4. The expenses or disbursements of the Corporation, for general and restricted
purposes, during the fiscal year.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
The annual report and any accompanying material sent pursuant to this Section may be sent via electronic transmission by the Corporation.
Section 1. Annual Report
The Board of Directors shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year to all members and Directors of the Corporation, which report shall contain the following information in appropriate detail:
1. The assets and liabilities of the Corporation as of the end of the fiscal year;
2. The principal changes in assets and liabilities during the fiscal year;
3. The revenue or receipts of the Corporation, both unrestricted and restricted
to particular purposes, for the fiscal year; and
4. The expenses or disbursements of the Corporation, for general and restricted
purposes, during the fiscal year.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
The annual report and any accompanying material sent pursuant to this Section may be sent via electronic transmission by the Corporation.
Section 2. Annual Statement of Specific Transactions
The annual report shall also be accompanied by a statement which briefly describes the amount and circumstances of any indemnification or transaction in which any Director of the Corporation had a direct or indirect material financial interest. Any such statement shall briefly describe the names of interested persons involved in such transactions, stating each person’s relationship to the Corporation, the nature of such person’s interest in the transaction, and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership be stated.
The statement shall also briefly describe the amount and circumstances of any indemnifications or advances paid during the fiscal year to any Director or officer of the Corporation.
The annual report shall also be accompanied by a statement which briefly describes the amount and circumstances of any indemnification or transaction in which any Director of the Corporation had a direct or indirect material financial interest. Any such statement shall briefly describe the names of interested persons involved in such transactions, stating each person’s relationship to the Corporation, the nature of such person’s interest in the transaction, and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership be stated.
The statement shall also briefly describe the amount and circumstances of any indemnifications or advances paid during the fiscal year to any Director or officer of the Corporation.
Article VIII. 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.
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 IX. 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.
Last revised September 2020
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.
Last revised September 2020
Banner photo credits: Irvine Barclay Theatre, Irvine; ArtPower at UC San Diego, La Jolla; Curtis Theatre at the Brea Civic & Cultural Center, Brea