Shakespeare By The Sea Festival

Shakespeare By The Sea Festival Inc.
By-Laws
Adopted January 2008

Article 1 Preamble

1.1    These by-laws are intended to guide the internal management and governance of the Shakespeare By The Sea Festival, in accordance with the Vision and Mission of the Organization.   

1.2    The Shakespeare By The Sea Festival is incorporated as a non-profit organization, with no share capital, according to the Articles of Incorporation as outlined under the Corporation Act for the Province of Newfoundland and Labrador.

1.3    The Shakespeare By The Sea Festival shall be governed by a Board of Directors.

Article 2 Board of Directors

2.1     Duties and Powers Shall Be To:

A.    Set both short and long range objectives in accordance with the Vision and Mission of the Organization.
B.    Manage all business of the Organization.
C.    Appoint such employees and/or agents as may be necessary to conduct business of the Organization.
D.    Appoint officers and fill vacancies.
E.    Make all rules and regulations which they deem necessary and proper for governing the Organization as well as for the due and orderly conduct of the affairs of the Organization.
F.    Formulate and approve an annual budget, production budgets, and all fundraising projects for the Organization.

2.2   General Responsibilities Include To:

A.    Understand and demonstrate a commitment to the organization’s Vision, Mission and programs
B.    Keep up to date with issues and trends that affect the organization
C.    Prepare for meetings by reading agendas, minutes, reports and other documentation required to actively participate in them
D.    Attend meetings regularly
E.    Contribute skills and knowledge by participating actively in meetings and committee work
F.    Make inquiries when clarification or more information is needed
G.    Understand and monitor the organization’s financial affairs
H.    Avoid any potential conflicts of interest
I.    Understand and maintain confidentiality
J.    Ensure the organization is complying with all legal and regulatory requirements

2.3     Number of Directors and Dismissal

A.    The number of Directors constituting the Board of Directors (henceforth referred to as Board) shall be no less that six (6) and no more than twelve (12).
B.    Any Director missing three (3) consecutive board meetings shall be removed from the Board. Any exceptions to this ruling will be made by the Board.

2.4     Board Appointments

A.    Directors shall be elected at any time and ideally will agree to serve for two (2) years.
B.    Directors shall be elected by an affirmative vote of a majority of the existing board members and may assume office at any time.

2.5     Meetings and Quorum

A.    The Board shall meet monthly. Special meetings may be called occasionally.
B.    The number of Directors necessary to constitute a quorum shall be one (1) more than half the members of the Directors serving.
C.    Manner of Acting: The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board.  Each Director shall have one vote.
D.    An annual organizational meeting shall be held once in every 12 month period.

Article 3 - Executive Committee

3.2     Members of the Executive Committee shall be composed of the Artistic Director, Associate Director, Secretary and Treasurer.

3.2    General Responsibilities of the Executive Committee

A.    Shall set the agendas for all Board meetings.
B.    Shall transact any urgent business that might arise between Board meetings.
C.    The results of any Executive Committee action, including the votes of Executive Committee members, will be recorded in the minutes of the next meeting of the entire Board.
D.    The Executive Committee shall be elected by the Board and will serve for a minimum of one year. The Executive Committee shall be elected at the annual organizational meeting of the Board of Directors.

3.3    Specific Responsibilities of the Executive Committee

A.    The Artistic Director:
i.      Serves as the chief volunteer of the organization
ii.     Provides leadership to the Board of Directors
iii.    Selects plays and appoints directors for the season
iv.     Develops agendas for meetings
v.      Chairs meetings of the board of directors
vi.     Recommends to the board which committees are to be established
vii.     Seeks volunteers for committees and coordinates individual board member assignments
viii.    Appoints the chairpersons of committees, in consultation with other board members
ix.     Serves ex officio as a member of committees and attends their meetings when invited
x.      Ensures that board matters are handled properly, including committee functioning, recruitment of new board members, orientations, and meeting preparation
xi.     Discusses issues confronting the organization
xii.     Helps guide and mediate board actions with respect to organizational priorities and governance concerns
xiii.    Monitors financial planning and financial reports
xiv.     Evaluates the effectiveness of the board members
xv.      Annually evaluates the performance of the organization in achieving its mission and objectives
xvi.     Speaks to the media and represents the organization to the community
xvii.    Annually reviews matters of governance that relate to the board’s structure, role, and relationship to management

B.    The Associate Director:
i.     Acts as the Artistic Director in his or her absence
ii.     Reports to and works closely with the Artistic Director to assist with his or her duties
iii.    Performs other duties as assigned by the Artistic Director

C.    The Secretary:
i.     Maintains records of the board and ensures effective management of the organization’s records
ii.    Manages the minutes of board meetings
iii.    Ensures minutes are distributed to members in a timely manner after each meeting
iv.     Is sufficiently familiar with legal documents (articles, by-laws, etc.) to note applicability during meetings

D.    The Treasurer:
i.     Manages the finances of the organization, including the board’s review of and action related to, financial responsibilities
ii.    Ensures appropriate financial reports are made available to the board
iii.   Regularly reports to board on key financial events, trends, concerns, and assessment of fiscal health
iv.    Works with the Artistic and Associate Director to prepare production budgets
v.     Provides annual budget to the board for members’ approval
vi.    Ensures development and board review of financial procedures and systems
vii.   Recommends to the board whether the organization should have an audit
viii.   Assists in the selection of an auditor, if needed, and meets with him or her annually

Article 4 Committees

4.1    The committees listed in this Article shall be considered standing committees. The Artistic Director shall have the power to appoint the chairperson for each committee. The Artistic Director and Associate Director shall sit as an ex-officio member of the committees. Any vacancy on a committee shall be filled at the committee chair’s discretion. The Artistic Director shall have the power to appoint such other committees with such duties as the Board shall deem necessary.

Standing committees shall consist of the following:

A.    The Executive Committee will operate as the de facto Finance Committee and shall supervise all fiduciary affairs of the organization. The committee shall present a budget at the annual organizational meeting.
B.    The Public Relations Committee shall be responsible for overseeing publicizing all the activities of the Organization. This includes website, newsletters, newspapers, brochures for the season, advertisements, posters, as well as fundraising publications. The main purpose of this committee is to maintain ongoing notification to the public for organizational activities.
C.    The Human Resource Committee will assist in the process of hiring staff, and will oversee the development, implementation and evaluation of policies and procedures for volunteers and staff, including workplace health and safety.

4.2    Duties of the Committee Chairperson

A.    Plans and oversees the logistics of committee operations
B.    Reports to the Artistic Directpr
C.    Presents committee decisions/recommendations to the board
D.    Assigns work to committee members
E.    Ensures committee members have the information needed to do their jobs
F.    Sets the agenda for and runs committee meetings
G.    Ensures distribution of committee meeting minutes
H.    Works with applicable staff in achieving the objectives of the committee
I.     Evaluates committee effectiveness in reaching goals and objectives

Article 5 Play Production

5.1    The director of a production shall have complete control over the production and presentation of the play, subject to the following:

A.    An accurate estimate of all costs be submitted to the Board before it is accepted for the season’s program.
B.    All casting shall be open to the general public, except when pre-casting exists, which shall be announced prior to the general audition call. Auditions shall be publicized at least one (1) week prior to occurring and be held at least on two (2) different dates.
C.    Complimentary ticket policy shall be a joint decision between the director and the Board.

Article 6 Amendments

6.1    These By-Laws may be amended, or repealed, and new By-Laws adopted by the following procedure.

A.    The prospective change(s) in the By-Laws shall be presented in writing at any regular Board meeting. Those Directors not present at this meeting shall have prospective changes sent to them.
B.    A vote of two-thirds of the Directors then holding office at the next regular meeting shall adopt the change.
C.    For the purpose of this Article only, Directors may in writing, give their proxy to the Secretary.

6.2    The Board shall have no power to adopt By-Laws which:

A.    Prescribe quorum or voting requirements for action by Directors different than those prescribed by law.
B.    Allow the Organization, or any Director, officer, employee or agent thereof, on behalf of the Corporation, to engage in any activity which is inconsistent with the non-profit community, and Vision and Mission of the Organization.