Article I – Name and Purpose Section 1 Name – The name of this non-profit organization shall be The Forge Theatre. 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 Executive Board. Any member may attend an Executive Board meeting after contacting the President and stating his specific reason for wanting to attend.
Article II – Membership and Dues Section 1 Any person interested in any phase of amateur theatre may become a voting member upon acceptance of the yearly membership dues by the Executive Board. Membership shall consist of the following: Junior Membership shall include any person under 18 years of age. Senior Membership shall include any person 18 years of age or over. Section 2 Honorary Membership – It shall be the prerogative of the Executive Board to bestow honorary membership upon deserving parties. Section 3 Membership Dues – Membership dues shall be set yearly by the Executive Board with the approval of the membership. Section 4 Membership dues shall be payable beginning July 1st for the current year. Section 5 New membership dues shall become payable upon application.
Article III – Officers Section 1 The officers of the organization shall be as follows: President – one year term (non-consecutive) First Vice President – one year term (limit of five consecutive terms) Second Vice President – one year term (limit of five consecutive terms) Secretary – one year term (limit of five consecutive terms) Treasurer – one year term (limit of five consecutive terms) Three Directors – two year terms (limit of three consecutive terms) Three Directors – one year term in first year (1962) thereafter for two year terms (limit of three consecutive terms) Immediate Past President (ex-officio) Section 2 Any paid member in good standing for six months or more may become eligible for election to the Executive Board. Section 3 Officers shall be elected annually at the general membership meeting in May to take office July 1st and continue in office as previously stated in Article III, Sec. 1. Section 4 All resignations shall be in writing and directed to the Executive Board. Section 5 Vacancies in office due to any circumstances shall be filled by appointment by the Executive Board with the exception of the office of President, which shall be filled by the First Vice President. In the event of the First Vice President being unable to fill the post, it shall be assumed by the Second Vice President, and all resulting vacancies to be appointed by the Executive Board for the unexpired terms.
Article IV – The Executive Board Section 1 All elected officers of the organization are members of the Executive Board. The President, or the First Vice President in the President’s absence, shall be chairman of every meeting, but the President shall always be nominally Chairman of the Executive Board. Section 2 The Executive Board 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 six members. Section 3 Executive Board members must attend at least eight of the twelve scheduled meetings. Members should not be absent for more than three consecutive meetings.
Article V – Election and Nominations Section 1 The President shall appoint a nominating committee chairman at least one month prior to the May membership meeting. The chairman shall appoint four members to the committee which shall present at least one candidate for each office of the organization. Nominations for office may be made from the floor at the same meeting. Section 2 The proposed slate shall be sent to the General membership prior to the May election meeting. Section 3 Voting – The slate shall be presented by the nominating committee with provision for nominations from the floor. Voting shall be by secret ballot. Section 4 No member may be nominated without his prior approval.
Article VI – Membership Meetings Section 1 A minimum of two membership meetings of the organization shall be held from the first of September through the thirtieth of May. Section 2 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 3 A quorum shall consist of twenty percent (20%) of the adult membership for normal business.
Article VII – Duties of Officers Section 1 The President shall preside at all meetings of the membership and of the Executive Board. He shall be ex-officio a member of all committees except the nominating committee. He shall call a joint Executive Board meeting (outgoing and incoming) in June and at least one meeting of the Board per month from July 1st through May 30th. He shall appoint all special representatives to other organizations. Section 2 The First Vice President shall perform the duties of the President in his absence. He shall also be responsible for Board members in charge of 1) General Productions, Play Selection, Skills Inventory; 2) Communications, Publicity, Program, Publications; 3) Technical, Set Design, Set Construction, Properties, Make-up, Costumes, Special Effects; 4) Annual Social Events. Section 3 The Second Vice President shall perform the duties of the First Vice President in his absence. He shall have responsibility for Children’s Theatre and Special Productions. He shall also be responsible for Board members in charge of 5) Membership, Box Office & Reservations, Season Tickets; 6) Hospitality, Fund Raising, Scheduling, House; 7) Building Maintenance and Improvements. Section 4 The Treasurer shall be the financial officer and all dues shall be payable to him and he shall pay all bills of the organization with checks countersigned by another officer. Section 5 The Secretary shall handle all correspondence and take notes of all proceedings at the membership meetings and at all meetings of the Executive Board, and shall prepare the minutes and mail copies to all Board Members the week following the Board meeting. The Secretary has responsibility for the Historian and the Librarian. Section 6 The Directors shall assist the officers in matters of policy, and the Directors (Board Members) shall be responsible for standing committees outlined on the following chart: General Productions Publicity Hospitality Membership Play Selection Programs Fund Raising Season Tickets Skills Inventory Publications Schedule Box Office House Reservations Maintenance Technical Building Properties Construction Make-Up Cleanup Costumes Yard Special Effects Set Design Set Construction
Section 7 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 Executive Board shall be eligible for this committee.
Article VIII – Committees and Their Duties Section 1 Committees and their duties: Standing Committees of the organization shall be those listed on the chart above. Job descriptions are in the file of the Board Member in charge of each committee and all job descriptions are also on file with the Secretary and President. Section 2 Children’s Theatre and Special Productions: These are the responsibility of the Second Vice President. Section 3 Librarian and Historian: The Librarian will keep the library of scripts in order and will order scripts for all productions on the instructions of the Director of each production and in the quantities requested. The Historian will accumulate and combine all printed materials concerning the organization including newspaper articles, reviews, and a program from each production. Section 4 Chairmen 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 5 At the close of the production year, all Chairmen of Standing Committees shall turn over to the President all record and materials belonging to the organization. Section 6 All job descriptions and relevant material shall be turned over from outgoing to incoming Board members at the joint Board meeting in June. Section 7 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 8 The Executive Board may designate such other committees as may be necessary and declare the functions of such committees ended when their purposes have been accomplished.
Article IX – Selection and Duties of Play Directors Section 1 Selection of the play Director shall be at the discretion of the Executive Board. Section 2 The Play Director shall assume total responsibility for the staging of the play assigned to him.
Article X – Amendments Following approval of the Executive Board, all amendments shall be read at the regular general meeting, then mailed out to the membership, then be voted on at the next general membership meeting. Proxy votes are permitted. This Constitution may be amended at any general membership meeting by a simple majority of over 50% of a tally vote of the total membership.
Amendment I – In the Event of Dissolution Upon the dissolution of The Forge Theatre, Inc., 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 The 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.
Amendment II – Limit to Liability The 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: The director(s) has (have) 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: The responsibility or liability of a director pursuant to any criminal statute; the liability of a director for the payment of taxes pursuant to local, state, or Federal law.