Theatre By-Laws & Constitution
Article I – Name and Purpose
Section 1 – Name
The name of this non-profit organization shall be Forge Theatre Inc, also dba Forge Theatre and referenced as such through the by-laws.
Section 2 – Purpose
The purpose of this organization shall be as follows:
To promote and encourage the advancement and development of amateur theatre in the community. To produce plays for the artistic enjoyment of those who participate in them and come to see them.
Section 3 – Management
The affairs of the organization shall be managed by the Board of Directors. Any member may attend a Board of Directors meeting by contacting the President and stating the specific reason for wanting to attend.
A subset of the Board of Directors is the Executive Board consisting of the President, Vice President, Secretary, Treasurer and Past President. The Executive Board is empowered to conduct business when needed in emergency situations and should meet to bring ideas and recommendations to the entire Board of Directors. The Executive Board is responsible for reviewing and updating the Policy and Procedures Manual. The entire Board of Directors will vote to approve or decline recommendations, ideas and updates to the Policy and Procedures Manual. Any business that Membership needs to vote on will be presented by the Board of Directors at a General Membership meeting.
Section 4 – Diversity Statement
Forge Theatre is a place of inclusion and respect, knowing and embracing our differences makes us stronger. As an organization, we recognize that many existing systems of power grant privilege and access unequally, and that equality and representation are crucial to the long-term viability of the arts in our community and beyond. To that end, Forge Theatre remains committed to maintaining and further fostering an inclusive environment that embraces and encourages diversity across all aspects of our organization and throughout our community. We will continue to examine our practices and initiatives to further our goal of ensuring everyone has access to the arts, as patron and performer and member of the Forge Theatre community.
Article II – Membership and Dues
Section 1 – Traditional Membership
Any person interested in volunteering at Forge Theatre in any capacity must first become a member.
Membership is required of any person the age of 18 or older who volunteers to be part of a cast, production team, stage crew, technical crew, active committee members, elected officers of Forge Theatre, or any unlisted volunteer position. Box office and hospitality are excluded from this requirement.
Responsibilities and benefits of Traditional membership are:
a. Dues must be paid promptly upon the commencement of volunteer activity for the current fiscal year (July 1 – June 30) and must be renewed in subsequent years to continue to volunteer in any capacity.
b. Members will receive one ticket to each regular season production presented by the organization (defined in Forge Policies and Procedures Manual, hereafter P&P). Transfers of the ticket are limited to members who are actively participating in the full run of a show and are required to reserve them through the box office.
c. Members will receive audition notices, the organization's newsletter, and invitations to organization- sponsored social events.
d. Members may be required to provide specific documentation if involved in mixed (adult and youth) shows for Forge Theatre to remain in compliance with local, state, and federal law. The P&P manual will be updated to remain current and in compliance with these necessary precautions for the protection of youth members.
e. Members have voting privileges after 6 months of membership. This is retained by annual membership renewal.
Section 2 - Lifetime Membership
It shall be the prerogative of the Board of Directors to bestow honorary membership upon deserving parties. Members who have shown significant years of service to the theater and contribute to the organization at an outstanding level may be granted Lifetime Membership status.
Responsibilities and benefits of Lifetime membership are:
a. Dues are optional. All benefits of Traditional membership apply regardless of dues payment.
b. Lifetime members may request recognition in production programs.
c. Lifetime members may request that their names and or headshots be displayed within the Lobby of the Theatre.
Section 3 – Membership Dues
Cost of Membership dues shall be set yearly by the Board of Directors with the approval of the membership.
Section 4 - Termination of Membership
The Board of Directors shall have power to expel in specific cases for cause:
a. Intentional physical or emotional harm of individuals on Forge Theatre Property, volunteering on behalf of Forge Theatre in the community, or at Forge Theatre sponsored events.
b. In person or digital harassment of the broad Forge Theatre community including members, volunteers, and patrons.
Termination will be set forth by a 2/3 vote of the entire Board of Directors or in case of an emergency the Executive Board, but no such action shall take place without written notice.
Article III – Officers
Section 1 – Officers
The officers of the organization shall be as follows:
President – two-year term (limit of one consecutive term)
Vice President – two-year term (limit of two consecutive terms)
Secretary – two-year term (limit of five consecutive terms)
Treasurer – two-year term (limit of five consecutive terms)
Membership – two-year term (limit of five consecutive terms)
Box Office – two-year term (limit of five consecutive terms)
General Productions – two-year term (limit of five consecutive terms)
Buildings/Maintenance – two-year term (limit of five consecutive terms)
Hospitality- two-year term (limit of five consecutive terms)
Technical- two-year term (limit of five consecutive terms)
Publicity - two-year term (limit of five consecutive terms)
Digital Media - two-year term (limit of five consecutive terms)
Past President – remains until replaced by outgoing President.
Section 2 – Qualification for Election
Any member in good standing as of November 1st of the season preceding the election year (ex. Nov 1, 2021 for May 2022 election) is eligible for election to the Board of Directors.
Section 3 – Process and Timing
Officers shall be elected annually at the general membership meeting in May to take office July 1st and continue in the office as previously stated in Article III, Section 1.
Section 4 – Resignations
All resignations shall be in writing and directed to the Board of Directors.
Section 5 – Vacancies
Vacancies in office due to any circumstances shall be filled by recommendation of a qualified member and by majority vote of the Board of Directors. Once approved, the new officer shall complete the current term of office which shall not count toward consecutive terms listed in Section 1 of this Article.
The exception of this is the office of President. This shall be filled by the Vice President. In the event of the Vice President being unable to fill the post, it shall be assumed by the Secretary. The remaining vacancy is filled as described above.
Article IV – The Board of Directors
Section 1 – All elected officers of the organization are members of the Board of Directors. The President, or the Vice President in the President’s absence, shall be chair of every meeting, but the President shall always be nominally Chair of the Board of Directors.
Section 2 – The Board of Directors shall meet at the time and place designated by the President upon call of the President but shall meet at least once a month. A quorum shall consist of seven (51%) members.
Section 3 – Board of Directors members must attend at least eight of the twelve scheduled meetings and should not be absent for more than three consecutive meetings in a fiscal year. Failure to meet these expectations will disqualify the individual for re-election for 1 term.
Article V – Election and Nominations
Section 1 – Nominating Committee
The President shall appoint a Nominating Committee Chair at least one month prior to the May membership meeting.
The chair shall recruit up to three additional members to the committee which shall present at least one candidate for each office of the organization currently up for election.
Section 2 – Election Cycles
To maintain some continuity on the Board of Directors, officers will have a rolling election Cycle:
Even Numbered Years
President
Secretary
Membership
Building/Maintenance
Technical
Publicity
Odd Numbered Years
Vice-President
Treasurer
General Productions
Hospitality
Digital Media
Box Office
Section 2 – Presentation of the Slate
The proposed slate shall be sent to the General membership prior to the May election meeting.
Section 3 – Voting
During the final General Membership Meeting of the year held in May, the slate shall be presented by the nominating committee with provision for nominations from the floor.
No one person may be nominated for two positions at the same time.
Voting shall be by secret ballot, for every contested position on the ballot, either in person or through an absentee ballot submitted to the Nominating Committee Chair and Membership Chair prior to the Membership Meeting.
Voting for unopposed positions may be cast by unanimous ballot by voice at the discretion of the Nominating Chair and affirmed by a verbal yea or nay consensus.
If an in-person General Membership meeting is not possible, the meeting and votes may take place virtually at the discretion and instruction of the Board of Directors and Nominating Committee.
Section 4 – Acceptance of Nomination
No member may be nominated without their approval. Nominations from the floor will require verbal consent of the nominated individual at the time of the nomination.
Article VI – Membership Meetings
Section 1 – Frequency and Timing
A minimum of two membership meetings of the organization shall be held from the first of September through the thirtieth of May.
The time and place of the membership meetings shall be set by the President and notification thereof shall be made by the Secretary at least seven days in advance of the meeting.
Section 2 – Quorum
Quorum shall consist of twenty percent (20%) of the current membership for normal business. Proxy votes may be counted in the quorum.
Article VII – Duties of Officers
Section 1 – President
The President shall preside at all meetings of the Membership, Board of Directors, and Executive Board. They shall be an ex-officio member of all committees except the nominating committee. They shall call a joint Board of Directors meeting (outgoing and incoming) in June and at least one meeting of the Board per month from July 1st through May 30th. They shall appoint all special representatives to other organizations. The President will run all Membership, Board of Directors, and Executive Board meetings based on Robert’s Rules of order and may appoint a Parliamentarian to be present at meetings to confirm that official business is properly brought before the membership and the board.
Section 2 – Vice President
The Vice President shall perform the duties of the President in their absence. They shall also be responsible for the collection of all board reports and applicable committee reports prior to any business or board meeting. They will be responsible for appointing representatives for board members who are unable to be in attendance and may present reports in the event of an unexpected absence during a meeting. Individuals providing an absentee report for a board member do not have the ability to vote or count towards a quorum and serve as an information liaison only.
Section 3 – Treasurer
The Treasurer shall be the financial officer and receive all dues and pay all the bills of the organization in a timely manner. The treasurer will be responsible for all applicable local, state, and federal tax filings and maintenance of the 501(c)(3) status of Forge Theatre.
Section 4 – Secretary
The Secretary shall handle all correspondence and take minutes of all proceedings at the membership meetings and at all meetings of the Board of Directors and Executive Board and shall prepare the minutes and e-mail copies to all Board Members the week following the Board meeting.
The Secretary has responsibility for the Historian and the Librarian, as well as any additional duties determined in P&P manual.
Section 5 – Department Chairs
The Department Chairs shall assist the other officers in matters of policy, and shall be responsible for overseeing the following duties:
● Membership
○ Maintain membership roll of the theater and validate voting privilege status of all in attendance at board and membership meetings.
○ Assist in tabulation of all absentee votes.
● Box Office
○ Train and appoint box office representatives for each production.
○ The Box Office Chair is not responsible for being at every performance but should ensure that there is appropriately trained coverage for each show.
● General Productions
○ Acquire applicable rights to shows according to policies in P&P manual.
○ Provide P&P Manual to all production crews.
○ Serve as chair of the play reading and selection committee.
○ Coordinate all show and rehearsal information
● Buildings / Maintenance
○ Responsible for appearance of grounds, building, HVAC, plumbing, roof, and other necessary structural and safety components of the theatre.
○ Responsible for safety practices at set strikes/builds either by direct supervision or designating a responsible party within the production team who understands the safety procedures of the theatre.
○ Responsible for large props that require 2 or more people to safely move
● Hospitality
○ Provide and maintain refreshments at the theater.
○ Verify the safety of food served at the theater.
○ Responsible for scheduling volunteer(s) to staff greeting and the hospitality table.
○ Maintain supplies of products and consumable goods, i.e., paper towels, trash bags.
● Technical
○ Maintain electrical systems for lighting of the stage, backstage, lobby, and greenroom.
○ Maintain telephone service and Wi-Fi network.
○ Assist production team with cast slideshow in lobby.
○ Management of small props
● Publicity
○ Promotion, in conjunction with each production team and/or event sponsor, of all shows and events officially held by the theater.
○ Works closely with Digital Media Chair to disseminate promotional materials.
● Digital Media
○ Posting of bulletins for auditions, rehearsals and showtimes on social media and in applicable print sources
○ Manages website updates in coordination with Publicity Chair
Section 7 – Year End
At the close of the production year, all officers shall turn over to the President all financial records belonging to the organization and the outgoing President shall appoint a committee or qualified individual to audit the accounts of the Treasurer. No member of the Board of Directors shall be eligible for this committee.
Section 8 – Removal from office
The Board of Directors may remove an officer of the board with cause by 7 (51%) ballots cast against the officer for the following several reasons:
a. Neglect of duty to the office held.
b. Violation of health and safety protocols within the theater
c. Publicly demeaning or defaming of Forge Theatre or its members.
d. Harassment or malfeasance on social media platforms against the Forge Theatre community or individual members of the board or volunteers working in any capacity for Forge Theatre.
Special Circumstance: Violations of local, state, or federal law within the premises of the theater or at an offsite official rehearsal performance, fundraiser, or any other volunteer event as a representative of the theater, will result in immediate termination of office and membership without a vote
Article VIII – Committees and Their Duties
Section 1 – Committees and their duties
Standing Committees of the organization shall be appointed and managed by individual board members. To spread the work of the board positions to our volunteers several committees are utilized with the individual job descriptions found in the P&P manual under the subsection of the Board Member in charge of each committee.
Section 2 – Children’s Theatre and Special Productions
These are the responsibility of the Vice President.
Section 3 – Librarian
Appointed by the President for projects that will update or maintain the library of scripts. When no project is in place the library will be maintained by the Secretary.
Section 4 – Historian
Appointed by the President, the Historian will accumulate and combine all printed materials concerning the organization including newspaper articles, reviews, and a program from each production. Publications by the publicity chair or email blasts from the Board of Directors will be archived and can be called upon by the Secretary or President.
Section 5 – Committee Record Keeping
Chairs of the Standing Committees shall keep records of all materials and expenses accumulated during a production year and shall make a report thereof at the May meeting.
Section 6 – Year End
At the close of the production year, all Chairs of Standing Committees shall turn over to the President all records and materials belonging to the organization.
Section 7 – Job Descriptions
All job descriptions and relevant material shall be turned over from outgoing to incoming Board members at the joint Board of Directors meeting in June.
Section 8 – Budget Committee
The Executive Board in its entirety shall act as a Budget Committee and submit to the first General Membership meeting of the production year, the proposed budget for the current production year, and a financial summary from the previous production year.
Section 9 – Ad Hoc Committees
The Board of Directors may designate other Ad Hoc Committees as may be necessary and declare the functions of such committees ended when their purposes have been accomplished. The Chairs of these committees do not become voting members of the Board of Directors by virtue of this Chair position.
Article IX – Selection and Duties of Play Directors
Section 1 – Selection of the play Directors
Play Directors shall be selected and approved annually by the Board of Directors. If a replacement is required, the Board of Directors will identify and approve the replacement.
Section 2 – Duties of the Play Director
The Play Director shall assume total responsibility for the staging of the play assigned to them. Details of additional current responsibilities will be provided by the General Productions Chair.
Article X – Youth protection
Forge Theatre remains committed to the safety of our youth volunteers and maintains policies consistent with up to date Federal, State, and local laws regarding the protection, and reporting responsibilities of our membership.
The Policy and Procedure manual will provide the specific guidelines for youth who choose to participate in any volunteer capacity i.e., but not limited to box office, set construction, casting of youth roles, technical, props, costumes, pit orchestra hospitality or other participation in Forge Theatre sponsored community events.
Article XI – Amendments
Following approval of the Board of Directors, all amendments shall be provided to the voting membership at least one week prior to the next General Membership meeting (email, social media, posted on the website, etc.).
Absentee votes are permitted from a verified voting member and shall be due within 7 days of the formal presentation of the amendment. The Secretary must validate with the Membership chair the eligibility of absentee voters.
These by-laws may be amended at any general membership meeting by a simple majority of greater than 50% of the voting membership. Absentee votes may be counted if received within 7 days of the presentation of the amendment with the day of the Membership meeting being day 1.
Any Member present at the General Membership meeting may not use this absentee process to alter their vote.
Article XII – Dissolution of Forge Theatre
Upon the dissolution of Forge Theatre, Inc. (Forge Theatre), the Board of Directors shall, after payment or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.
Any of such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which Forge Theatre, Inc. is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XIII – Limit to Liability
The Board of Directors of this corporation shall not be personally liable as such for monetary damages for any action taken, or failure to take any action unless:
Any member of the Board of Directors breached or failed to perform the duties of their office under Section 511 of the Business Corporation Law (relating to standard of care and justifiable reliance); and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
The provisions of the above section shall not apply to:
a. The responsibility or liability of a director pursuant to any criminal statute.
b. The liability of a director for the payment of taxes pursuant to local, state, or Federal law.
These bylaws were approved by a majority of the Membership at the General Membership meeting on 11/03/2023.
Section 1 – Name
The name of this non-profit organization shall be Forge Theatre Inc, also dba Forge Theatre and referenced as such through the by-laws.
Section 2 – Purpose
The purpose of this organization shall be as follows:
To promote and encourage the advancement and development of amateur theatre in the community. To produce plays for the artistic enjoyment of those who participate in them and come to see them.
Section 3 – Management
The affairs of the organization shall be managed by the Board of Directors. Any member may attend a Board of Directors meeting by contacting the President and stating the specific reason for wanting to attend.
A subset of the Board of Directors is the Executive Board consisting of the President, Vice President, Secretary, Treasurer and Past President. The Executive Board is empowered to conduct business when needed in emergency situations and should meet to bring ideas and recommendations to the entire Board of Directors. The Executive Board is responsible for reviewing and updating the Policy and Procedures Manual. The entire Board of Directors will vote to approve or decline recommendations, ideas and updates to the Policy and Procedures Manual. Any business that Membership needs to vote on will be presented by the Board of Directors at a General Membership meeting.
Section 4 – Diversity Statement
Forge Theatre is a place of inclusion and respect, knowing and embracing our differences makes us stronger. As an organization, we recognize that many existing systems of power grant privilege and access unequally, and that equality and representation are crucial to the long-term viability of the arts in our community and beyond. To that end, Forge Theatre remains committed to maintaining and further fostering an inclusive environment that embraces and encourages diversity across all aspects of our organization and throughout our community. We will continue to examine our practices and initiatives to further our goal of ensuring everyone has access to the arts, as patron and performer and member of the Forge Theatre community.
Article II – Membership and Dues
Section 1 – Traditional Membership
Any person interested in volunteering at Forge Theatre in any capacity must first become a member.
Membership is required of any person the age of 18 or older who volunteers to be part of a cast, production team, stage crew, technical crew, active committee members, elected officers of Forge Theatre, or any unlisted volunteer position. Box office and hospitality are excluded from this requirement.
Responsibilities and benefits of Traditional membership are:
a. Dues must be paid promptly upon the commencement of volunteer activity for the current fiscal year (July 1 – June 30) and must be renewed in subsequent years to continue to volunteer in any capacity.
b. Members will receive one ticket to each regular season production presented by the organization (defined in Forge Policies and Procedures Manual, hereafter P&P). Transfers of the ticket are limited to members who are actively participating in the full run of a show and are required to reserve them through the box office.
c. Members will receive audition notices, the organization's newsletter, and invitations to organization- sponsored social events.
d. Members may be required to provide specific documentation if involved in mixed (adult and youth) shows for Forge Theatre to remain in compliance with local, state, and federal law. The P&P manual will be updated to remain current and in compliance with these necessary precautions for the protection of youth members.
e. Members have voting privileges after 6 months of membership. This is retained by annual membership renewal.
Section 2 - Lifetime Membership
It shall be the prerogative of the Board of Directors to bestow honorary membership upon deserving parties. Members who have shown significant years of service to the theater and contribute to the organization at an outstanding level may be granted Lifetime Membership status.
Responsibilities and benefits of Lifetime membership are:
a. Dues are optional. All benefits of Traditional membership apply regardless of dues payment.
b. Lifetime members may request recognition in production programs.
c. Lifetime members may request that their names and or headshots be displayed within the Lobby of the Theatre.
Section 3 – Membership Dues
Cost of Membership dues shall be set yearly by the Board of Directors with the approval of the membership.
Section 4 - Termination of Membership
The Board of Directors shall have power to expel in specific cases for cause:
a. Intentional physical or emotional harm of individuals on Forge Theatre Property, volunteering on behalf of Forge Theatre in the community, or at Forge Theatre sponsored events.
b. In person or digital harassment of the broad Forge Theatre community including members, volunteers, and patrons.
Termination will be set forth by a 2/3 vote of the entire Board of Directors or in case of an emergency the Executive Board, but no such action shall take place without written notice.
Article III – Officers
Section 1 – Officers
The officers of the organization shall be as follows:
President – two-year term (limit of one consecutive term)
Vice President – two-year term (limit of two consecutive terms)
Secretary – two-year term (limit of five consecutive terms)
Treasurer – two-year term (limit of five consecutive terms)
Membership – two-year term (limit of five consecutive terms)
Box Office – two-year term (limit of five consecutive terms)
General Productions – two-year term (limit of five consecutive terms)
Buildings/Maintenance – two-year term (limit of five consecutive terms)
Hospitality- two-year term (limit of five consecutive terms)
Technical- two-year term (limit of five consecutive terms)
Publicity - two-year term (limit of five consecutive terms)
Digital Media - two-year term (limit of five consecutive terms)
Past President – remains until replaced by outgoing President.
Section 2 – Qualification for Election
Any member in good standing as of November 1st of the season preceding the election year (ex. Nov 1, 2021 for May 2022 election) is eligible for election to the Board of Directors.
Section 3 – Process and Timing
Officers shall be elected annually at the general membership meeting in May to take office July 1st and continue in the office as previously stated in Article III, Section 1.
Section 4 – Resignations
All resignations shall be in writing and directed to the Board of Directors.
Section 5 – Vacancies
Vacancies in office due to any circumstances shall be filled by recommendation of a qualified member and by majority vote of the Board of Directors. Once approved, the new officer shall complete the current term of office which shall not count toward consecutive terms listed in Section 1 of this Article.
The exception of this is the office of President. This shall be filled by the Vice President. In the event of the Vice President being unable to fill the post, it shall be assumed by the Secretary. The remaining vacancy is filled as described above.
Article IV – The Board of Directors
Section 1 – All elected officers of the organization are members of the Board of Directors. The President, or the Vice President in the President’s absence, shall be chair of every meeting, but the President shall always be nominally Chair of the Board of Directors.
Section 2 – The Board of Directors shall meet at the time and place designated by the President upon call of the President but shall meet at least once a month. A quorum shall consist of seven (51%) members.
Section 3 – Board of Directors members must attend at least eight of the twelve scheduled meetings and should not be absent for more than three consecutive meetings in a fiscal year. Failure to meet these expectations will disqualify the individual for re-election for 1 term.
Article V – Election and Nominations
Section 1 – Nominating Committee
The President shall appoint a Nominating Committee Chair at least one month prior to the May membership meeting.
The chair shall recruit up to three additional members to the committee which shall present at least one candidate for each office of the organization currently up for election.
Section 2 – Election Cycles
To maintain some continuity on the Board of Directors, officers will have a rolling election Cycle:
Even Numbered Years
President
Secretary
Membership
Building/Maintenance
Technical
Publicity
Odd Numbered Years
Vice-President
Treasurer
General Productions
Hospitality
Digital Media
Box Office
Section 2 – Presentation of the Slate
The proposed slate shall be sent to the General membership prior to the May election meeting.
Section 3 – Voting
During the final General Membership Meeting of the year held in May, the slate shall be presented by the nominating committee with provision for nominations from the floor.
No one person may be nominated for two positions at the same time.
Voting shall be by secret ballot, for every contested position on the ballot, either in person or through an absentee ballot submitted to the Nominating Committee Chair and Membership Chair prior to the Membership Meeting.
Voting for unopposed positions may be cast by unanimous ballot by voice at the discretion of the Nominating Chair and affirmed by a verbal yea or nay consensus.
If an in-person General Membership meeting is not possible, the meeting and votes may take place virtually at the discretion and instruction of the Board of Directors and Nominating Committee.
Section 4 – Acceptance of Nomination
No member may be nominated without their approval. Nominations from the floor will require verbal consent of the nominated individual at the time of the nomination.
Article VI – Membership Meetings
Section 1 – Frequency and Timing
A minimum of two membership meetings of the organization shall be held from the first of September through the thirtieth of May.
The time and place of the membership meetings shall be set by the President and notification thereof shall be made by the Secretary at least seven days in advance of the meeting.
Section 2 – Quorum
Quorum shall consist of twenty percent (20%) of the current membership for normal business. Proxy votes may be counted in the quorum.
Article VII – Duties of Officers
Section 1 – President
The President shall preside at all meetings of the Membership, Board of Directors, and Executive Board. They shall be an ex-officio member of all committees except the nominating committee. They shall call a joint Board of Directors meeting (outgoing and incoming) in June and at least one meeting of the Board per month from July 1st through May 30th. They shall appoint all special representatives to other organizations. The President will run all Membership, Board of Directors, and Executive Board meetings based on Robert’s Rules of order and may appoint a Parliamentarian to be present at meetings to confirm that official business is properly brought before the membership and the board.
Section 2 – Vice President
The Vice President shall perform the duties of the President in their absence. They shall also be responsible for the collection of all board reports and applicable committee reports prior to any business or board meeting. They will be responsible for appointing representatives for board members who are unable to be in attendance and may present reports in the event of an unexpected absence during a meeting. Individuals providing an absentee report for a board member do not have the ability to vote or count towards a quorum and serve as an information liaison only.
Section 3 – Treasurer
The Treasurer shall be the financial officer and receive all dues and pay all the bills of the organization in a timely manner. The treasurer will be responsible for all applicable local, state, and federal tax filings and maintenance of the 501(c)(3) status of Forge Theatre.
Section 4 – Secretary
The Secretary shall handle all correspondence and take minutes of all proceedings at the membership meetings and at all meetings of the Board of Directors and Executive Board and shall prepare the minutes and e-mail copies to all Board Members the week following the Board meeting.
The Secretary has responsibility for the Historian and the Librarian, as well as any additional duties determined in P&P manual.
Section 5 – Department Chairs
The Department Chairs shall assist the other officers in matters of policy, and shall be responsible for overseeing the following duties:
● Membership
○ Maintain membership roll of the theater and validate voting privilege status of all in attendance at board and membership meetings.
○ Assist in tabulation of all absentee votes.
● Box Office
○ Train and appoint box office representatives for each production.
○ The Box Office Chair is not responsible for being at every performance but should ensure that there is appropriately trained coverage for each show.
● General Productions
○ Acquire applicable rights to shows according to policies in P&P manual.
○ Provide P&P Manual to all production crews.
○ Serve as chair of the play reading and selection committee.
○ Coordinate all show and rehearsal information
● Buildings / Maintenance
○ Responsible for appearance of grounds, building, HVAC, plumbing, roof, and other necessary structural and safety components of the theatre.
○ Responsible for safety practices at set strikes/builds either by direct supervision or designating a responsible party within the production team who understands the safety procedures of the theatre.
○ Responsible for large props that require 2 or more people to safely move
● Hospitality
○ Provide and maintain refreshments at the theater.
○ Verify the safety of food served at the theater.
○ Responsible for scheduling volunteer(s) to staff greeting and the hospitality table.
○ Maintain supplies of products and consumable goods, i.e., paper towels, trash bags.
● Technical
○ Maintain electrical systems for lighting of the stage, backstage, lobby, and greenroom.
○ Maintain telephone service and Wi-Fi network.
○ Assist production team with cast slideshow in lobby.
○ Management of small props
● Publicity
○ Promotion, in conjunction with each production team and/or event sponsor, of all shows and events officially held by the theater.
○ Works closely with Digital Media Chair to disseminate promotional materials.
● Digital Media
○ Posting of bulletins for auditions, rehearsals and showtimes on social media and in applicable print sources
○ Manages website updates in coordination with Publicity Chair
Section 7 – Year End
At the close of the production year, all officers shall turn over to the President all financial records belonging to the organization and the outgoing President shall appoint a committee or qualified individual to audit the accounts of the Treasurer. No member of the Board of Directors shall be eligible for this committee.
Section 8 – Removal from office
The Board of Directors may remove an officer of the board with cause by 7 (51%) ballots cast against the officer for the following several reasons:
a. Neglect of duty to the office held.
b. Violation of health and safety protocols within the theater
c. Publicly demeaning or defaming of Forge Theatre or its members.
d. Harassment or malfeasance on social media platforms against the Forge Theatre community or individual members of the board or volunteers working in any capacity for Forge Theatre.
Special Circumstance: Violations of local, state, or federal law within the premises of the theater or at an offsite official rehearsal performance, fundraiser, or any other volunteer event as a representative of the theater, will result in immediate termination of office and membership without a vote
Article VIII – Committees and Their Duties
Section 1 – Committees and their duties
Standing Committees of the organization shall be appointed and managed by individual board members. To spread the work of the board positions to our volunteers several committees are utilized with the individual job descriptions found in the P&P manual under the subsection of the Board Member in charge of each committee.
Section 2 – Children’s Theatre and Special Productions
These are the responsibility of the Vice President.
Section 3 – Librarian
Appointed by the President for projects that will update or maintain the library of scripts. When no project is in place the library will be maintained by the Secretary.
Section 4 – Historian
Appointed by the President, the Historian will accumulate and combine all printed materials concerning the organization including newspaper articles, reviews, and a program from each production. Publications by the publicity chair or email blasts from the Board of Directors will be archived and can be called upon by the Secretary or President.
Section 5 – Committee Record Keeping
Chairs of the Standing Committees shall keep records of all materials and expenses accumulated during a production year and shall make a report thereof at the May meeting.
Section 6 – Year End
At the close of the production year, all Chairs of Standing Committees shall turn over to the President all records and materials belonging to the organization.
Section 7 – Job Descriptions
All job descriptions and relevant material shall be turned over from outgoing to incoming Board members at the joint Board of Directors meeting in June.
Section 8 – Budget Committee
The Executive Board in its entirety shall act as a Budget Committee and submit to the first General Membership meeting of the production year, the proposed budget for the current production year, and a financial summary from the previous production year.
Section 9 – Ad Hoc Committees
The Board of Directors may designate other Ad Hoc Committees as may be necessary and declare the functions of such committees ended when their purposes have been accomplished. The Chairs of these committees do not become voting members of the Board of Directors by virtue of this Chair position.
Article IX – Selection and Duties of Play Directors
Section 1 – Selection of the play Directors
Play Directors shall be selected and approved annually by the Board of Directors. If a replacement is required, the Board of Directors will identify and approve the replacement.
Section 2 – Duties of the Play Director
The Play Director shall assume total responsibility for the staging of the play assigned to them. Details of additional current responsibilities will be provided by the General Productions Chair.
Article X – Youth protection
Forge Theatre remains committed to the safety of our youth volunteers and maintains policies consistent with up to date Federal, State, and local laws regarding the protection, and reporting responsibilities of our membership.
The Policy and Procedure manual will provide the specific guidelines for youth who choose to participate in any volunteer capacity i.e., but not limited to box office, set construction, casting of youth roles, technical, props, costumes, pit orchestra hospitality or other participation in Forge Theatre sponsored community events.
Article XI – Amendments
Following approval of the Board of Directors, all amendments shall be provided to the voting membership at least one week prior to the next General Membership meeting (email, social media, posted on the website, etc.).
Absentee votes are permitted from a verified voting member and shall be due within 7 days of the formal presentation of the amendment. The Secretary must validate with the Membership chair the eligibility of absentee voters.
These by-laws may be amended at any general membership meeting by a simple majority of greater than 50% of the voting membership. Absentee votes may be counted if received within 7 days of the presentation of the amendment with the day of the Membership meeting being day 1.
Any Member present at the General Membership meeting may not use this absentee process to alter their vote.
Article XII – Dissolution of Forge Theatre
Upon the dissolution of Forge Theatre, Inc. (Forge Theatre), the Board of Directors shall, after payment or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.
Any of such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which Forge Theatre, Inc. is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XIII – Limit to Liability
The Board of Directors of this corporation shall not be personally liable as such for monetary damages for any action taken, or failure to take any action unless:
Any member of the Board of Directors breached or failed to perform the duties of their office under Section 511 of the Business Corporation Law (relating to standard of care and justifiable reliance); and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
The provisions of the above section shall not apply to:
a. The responsibility or liability of a director pursuant to any criminal statute.
b. The liability of a director for the payment of taxes pursuant to local, state, or Federal law.
These bylaws were approved by a majority of the Membership at the General Membership meeting on 11/03/2023.