CONSTITUTION OF THEATRE GUILD OF ANCON
Theatre Guild of Ancon
R.U.C. 1211-3-C-004811 D. V. 00
ARTICLE 1 – NAME AND OBJECTIVE
1. The organization will be known as “THEATRE GUILD OF ANCON”
2. The organization will be a non-profit group whose objective will be to stimulate an interest in dramatics and associated arts by the study, practice and production of plays for and by its members. It will be the objective of the organization to present to the public at least five (5) productions in the course of one year, and in addition, for the entertainment and instruction of the membership, such additional productions as may be deemed feasible or necessary for the development of talent.
3. The organization will function based upon the premises of community theatre: all work performed by members on or off the stage will be on a volunteer basis. Requests for performance nights from civic and/or other non-governmental organizations will be honored, if approved by the Board of Governors.
ARTICLE 2 – MEMBERSHIP, FEES AND DUES
1. An applicant will be deemed a member upon payment of annual dues.
2. Dues will be payable in advance at a rate to be decided by the current Board of Governors prior to the Annual General Membership Meeting.
3. The administrative year will run from January to December.
4. Membership dues will be garnered throughout the administrative year. Membership will be for a calendar year (January-December).
ARTICLE 3 – MANAGEMENT
1. The control and management of the organization will be vested in a Board of Governors.
2. The Board of Governors will be comprised of a minimum of four officers, and no less than three and no more than eight Board Members.
3. The Officers will consist of a PRESIDENT, VICE PRESIDENT, TREASURER, and SECRETARY, whose duties are defined in ARTICLE 6. If deemed necessary by the Board of Governors, a DEPUTY TREASURER may be elected by simple majority [1] by the Board of Governors at the meeting at which such action is taken.
4. It will be the duty of the Board of Governors to supervise generally all the activities of the organization, to assist the PRESIDENT in the appointment of such committees as may be necessary, and to be responsible at all times to the members for the proper functioning of the organization.
ARTICLE 4 – TERMS OF OFFICE
1. All members of the Board of Governors will be installed at the Annual General Membership Meeting at which they are elected and will continue in office until the next Annual General Membership Meeting.
2. The Board of Governors may appoint a Theatre Guild member to serve out all or part of the term in progress in case of a vacancy during the administrative year. Any member of the current Board of Governors may nominate a Theatre Guild member to fill a vacancy. Approval of the nominee will require a simple majority of the Board of Governors in attendance at the meeting at which such action is taken.
ARTICLE 5 – MEETINGS
1. The Annual General Membership Meeting will be held during the month of January each year on a date selected by the Board of Governors.
2. A quorum will consist of those members present.
3. It is mandatory that the following items be placed on the agenda of the Annual General Membership Meeting (SEE ARTICLE 9):
- A. Presentation by the PRESIDENT of a General Statement of the activities of the Theatre Guild during the past year.
- B. A report on the financial condition of the organization to reflect all accounts and expenses for the past year.
- C. A statement of membership figures for the past year.
- D. Any other item may be placed on the agenda provided reasonable notice thereof is given and an opportunity will be given for questions and discussion of the past year’s work.
- E. Election of members of the Board of Governors.
4. The procedure to be followed for the calling and conduct of the meetings will be in accordance with ARTICLE 9.
ARTICLE 6 – DUTIES OF THE OFFICERS
1. The PRESIDENT will be the general executive officer of the organization and will have such powers and duties as usually pertain to the office of PRESIDENT. He/She will preside over all meetings of the Board of Governors and will be an ex-officio member of all Committees. He/She will appoint the chairs of the standing committees as outlined in ARTICLE 7 and any special committees as from time to time may be created by the Board of Governors.
2. The VICE PRESIDENT will act in the absence of the PRESIDENT and will possess all the powers and perform all the duties of the PRESIDENT during such absence or period of inability of the PRESIDENT.
3. The TREASURER will collect, and under the direction of the Board of Governors, disburse all funds and keep accurate account of all records, receipts and disbursements. All checks or other means of disbursement will be countersigned by two (2) members of the Board of Governors authorized to do so. He/she will render a report at the Annual General Membership Meeting and will include all accounts and expenses. Special savings accounts may be maintained upon the request of the Board of Governors.
4. The DEPUTY TREASURER will act in the absence of the TREASURER and will possess all the powers and perform all the duties during such absences or period of inability by the TREASURER.
5. The SECRETARY will keep a record of all meetings; notify the members of the Board of Governors of all meetings; and will distribute the agenda and minutes of the meeting; handle the taking and placing of reservations; prepare the agenda for the Annual General Membership Meeting; prepare ballots listing the nominees to be voted upon at the Annual General Membership Meeting; notify Theatre Guild members via e-mail and/or social media of the date and time of the Annual General Membership Meeting; provide copies of the current TGA constitution to incoming Board of Governors at the first meeting of the administrative year; and will have such other duties as are delegated by the PRESIDENT and the Board of Governors.
ARTICLE 7 – STANDING COMMITTEES AND TASK FORCES
1. STANDING COMMITTEES: At the first Board of Governors meeting of the administrative year, standing committee membership will be filled by the members of the Board of Governors. Each member of the Board of Governors can nominate themselves for standing
committees and a chair will be elected by simple majority by the standing committee members. If no chair is elected, then the PRESIDENT will appoint the chair of the standing
committee.
2. Any member of the current Board of Governors may nominate a Theatre Guild member to serve on a standing committee as a non-voting member. Approval of the nominee will require a simple majority vote of the Board members in attendance at the meeting at which such action is taken.
3. The STANDING COMMITTEES consist of:
- A. The PRODUCTION COMMITTEE will be responsible for, but not limited to, the production of plays and other activities such as:
- A.1. The PRODUCTION COMMITTEE will receive and review production proposals to establish the production schedule for the upcoming year. In this capacity, the PRODUCTION COMMITTEE will:
- A.2. Review and approve the script and production budget for each play or production, and
- A.3. Approve the DIRECTOR and the PRODUCER for each play or production, as well as act as the liaison between the PRODUCER, DIRECTOR and the Board of Governors.
- A.4. Provide directors and producers, if necessary, with an introduction to the theatre facilities and provide available materials and standard operating procedures of the theatre and all its equipment.
- A.5. Be responsible for theatre rentals, for conducting and promoting workshops or any other activity deemed appropriate to the promotion and productions of plays and/or the theatre, and for nurturing new talent.
- A.6. In order to ensure a theatrical season, which will consist of a minimum of five productions in a calendar year, the Production Committee will work with individuals desiring to produce a play in all aspects of production.
- A.7. Be responsible for ensuring that the programs of the productions performed each year are framed and hung in the theatre.
- B. The BUILDING and FACILITIES COMMITTEE will be charged with, but not limited to, the management, operation and maintenance of all Theatre Guild of Ancon buildings and facilities.
- C. The MARKETING/MEMBERSHIP COMMITTEE will be charged with, but not limited to,
- C.1. Promoting the Theater Guild of Ancon in all its plays, productions, events and other activities in a season through social media and in printed advertisements, except as deemed the responsibility of the PRODUCER.
- C.2. Promoting membership during Theatre Guild of Ancon events.
- C.3. Maintaining records of Theatre Guild members.
C.4. Working with the PRODUCER and/or the DIRECTOR to ensure the timely distribution of photographs, publicity materials, promotion on social media, and other publicity efforts undertaken by Theatre Guild of Ancon on behalf of the production.
- D. The EVENTS COMMITTEE will be charged with, but not limited to,
- D.1. Arranging for the operation and staffing of the box office for all Theatre Guild of
Ancon events, including maintaining counts of printed tickets and requesting
replacements as necessary. - D.2. Operating, stocking and staffing the bar for all Theatre Guild of Ancon events.
- D.3. Accounting to the TREASURER for all box office and bar collections and
disbursements made. - D.4. Arranging for door staffing during productions for the purposes of collecting
tickets from ticket holders. - D.5. Arranging for pre- and post-production cleaning of the theatre.
- D.6. Arranging for security in the parking lot during production nights.
- D.1. Arranging for the operation and staffing of the box office for all Theatre Guild of
4. In addition to the standing committees identified above, the PRESIDENT may recommend the formation of a TASK FORCE, which is defined as a temporary grouping of members of the Board of Governors responsible for accomplishing a single, defined task. A TASK FORCE
may be created at any scheduled Board of Governors meeting. A TASK FORCE will be chaired by a member of the Board of Governors. Formation of a TASK FORCE requires a
simple majority vote of the Board members in attendance at the meeting at which such action is taken.
5. Any member of the current Board of Governors may nominate a Theatre Guild member to serve on a TASK FORCE as a non-voting member. Approval of the nominee will require a simple majority vote of the Board members in attendance at the Board meeting at which such action is taken.
ARTICLE 8 – ELECTION OF OFFICERS AND BOARD MEMBERS
1. The Board of Governors will, at least one month prior to the Annual General Membership Meeting, appoint a Nominating Task Force whose duty it will be to prepare a list of candidates for nomination to the Board of Governors for the ensuing year.
2. Any five Theatre Guild members may nominate to the Board of Governors a different list of candidates than the list prepared by the Board and this list of alternative candidates will be included on the ballot provided reasonable time is given for consideration by the membership. There also will be a period set aside for nominations from the floor of the
Annual General Membership Meeting.
3. Theatre Guild members will be notified in writing at least two weeks prior to the meeting of such nominations.
4. Any Theatre Guild member has the right to vote at the Annual General Membership Meeting, to take part in the production of plays, and to attend meetings of the Board of
Governors, to form part of committees and task forces. Any non-member does not have the right to vote at the Annual General Membership Meeting, to hold office, or to attend
meetings of the Board of Governors, or to form part of committees. Non-members can, however, take part in the production of plays.
5. In order to be eligible as a candidate to run for the Board of Governors Theatre Guild members must have paid the yearly dues to become a member and must have been active in the community for at least a year through involvement in at least 2 productions and/or volunteering for front of house in various productions or other guild activities.
6. Ballots will be provided at the Annual General Membership Meeting listing the different candidates. Ballots will be counted by the outgoing SECRETARY and the outgoing PRESIDENT and the results will be reported immediately thereafter.
7. Theatre Guild members present at the Annual General Membership Meeting will be allowed to participate in the voting. Voting by proxy is not permitted for election of the Board of Governors.
8. In accordance with ARTICLE 3, a minimum of seven (7) or a maximum of twelve (12) candidates may be elected to the Board of Governors, and a candidate must receive a simple majority of affirmative votes from Theatre Guild members voting in the election. Voting will be conducted as follows:
- A. There is no limit as to the number of candidates placed on the ballot; however, Theatre Guild members may vote for a maximum of twelve (12) candidates.
- B. If more than twelve (12) of the candidates receive at least a simple majority of affirmative votes cast, the twelve (12) candidates with the greatest number of affirmative votes will serve on the Board of Governors for the ensuing year.
- B.1. The following example assumes that fifteen (15) candidates (A-P) are listed on the ballot and a simple majority is fourteen (14) affirmative votes.
- Candidates A, D, E, G, J, and L receive twenty (20) affirmative votes apiece. These six (6) candidates are elected to serve on the Board of Governors for the ensuing year.
- Candidates B and H receive eighteen (18) affirmative votes apiece. These two (2) candidates are elected to serve on the Board of Governors for the ensuing year.
- Candidates M and P receive seventeen (17) affirmative votes apiece. These two (2) candidates are elected to serve on the Board of Governors for the ensuing year.
- Candidates C, F, I and N receive fourteen (14) affirmative votes apiece. Among these four (4) candidates, only two (2) positions remain to be filled on the Board of Governors for the ensuing year. Therefore, a run-off election will be held between Candidates C, F, I and N. The two (2) candidates receiving the greatest number of affirmative votes cast will serve on the Board of Governors for the ensuing year.
- (i) If, however, the run-off election results in a tie, the names of the candidates involved in the tie will be placed in a “hat” and two (2) names will be randomly drawn. These two (2) candidates will serve on the Board of Governors for the
ensuing year.- Candidate O receives eight (8) affirmative votes. Candidate received less than a simple majority of affirmative votes and is not eligible to serve on the Board of Governors for the ensuing year.
- B.1. The following example assumes that fifteen (15) candidates (A-P) are listed on the ballot and a simple majority is fourteen (14) affirmative votes.
9. At the first meeting of the administrative year, the Board of Governors will nominate and elect a President, Vice-President, Treasurer and Secretary. In order for a board member to be eligible for an officer position they must have been an active board member for at least a year prior to their nomination. A person may hold more than one office at a time, other than the offices of President and Vice-President
ARTICLE 9 – MEETINGS AND THEIR CONDUCT
1. Theatre Guild members will be notified of the Annual General Membership Meeting via email or by other electronic means in a reasonable and sufficient time prior to the date of
such meeting.
2. In the event a Special General Membership Meeting becomes necessary, the PRESIDENT will petition the Board of Governors to hold such meeting. Approval to hold a Special General Membership Meeting requires approval by simple majority of the Board of Governors
3. The PRESIDENT will preside over all Annual and Special General Membership Meetings and all meetings of the Board of Governors. “ROBERT’S RULES OF ORDER” will govern the conduct of all business except in instances where they may be contrary to the Constitution of Theatre Guild of Ancon.
4. Meetings of the Board of Governors will be held as directed by the PRESIDENT, and in his/her absence, by the VICE PRESIDENT or the SECRETARY. A Board of Governors meeting may be held, but participation of at least fifty percent (50%) of the members of the Board of Governors is required in order to vote. Voting may be conducted at a Board meeting or by electronic means.
ARTICLE 10 – REMOVAL OF A MEMBER OF THE BOARD OF GOVERNORS
1. A conflict of interest that cannot be reconciled, unethical behavior, or the behavior of an individual that is deemed to be an obstruction for the Board of Governors to be able to
function effectively may constitute cause for removal from the Board of Governors.
2. Attending scheduled Board of Governors meetings is necessary in order for the Board to properly function; therefore, failure to attend three (3) meetings in a row may constitute removal from the Board of Governors.
3. Any member of the Board of Governors may be removed for cause by a vote of the members of the Board of Governors. An affirmative vote of not less than two-thirds of the members of the Board of Governors is required to remove an individual from the Board.
4. A replacement member of the Board of Governors may be appointed from any TGA member eligible to sit on the Board. Approval of a replacement member to the Board of
Governors requires approval by simple majority vote of the Board of Governors.
ARTICLE 11 – DISSOLUTION PROCEDURES
1. To initiate dissolution of the organization requires a unanimous vote of all the members of the Board of Governors.
2. Upon receipt of said vote, the PRESIDENT will call for a Special General Membership Meeting for the dissolution to be held within sixty (60) days of the unanimous vote. Within
fifteen (15) days of the unanimous vote, all TGA members will be notified by email or other electronic means of the date of the Special General Membership Meeting and the reason(s)
for dissolving the organization. A simple majority vote of all TGA members present at the Special General Membership Meeting for the dissolution must be realized before formal
Dissolution Procedures can be initiated.
3. Formal dissolution procedures will be conducted under the pertinent laws of the Republic of Panama.
4. All assets, both liquid and non-liquid, will be entered into a trust fund with an attorney at law as executor of said trust fund.
5. Disbursements from said trust will be to further theatrical endeavors of a community nature.
ARTICLE 12 – AMMENDMENTS TO THE CONSTITUTION
1. These may only be made at an Annual General Membership Meeting and notice of the proposed amendments must be given in reasonable time before such meetings. Approval of
amendments to the constitution of Theatre Guild of Ancon will be by simple majority vote by Theatre Guild members present at the Annual General Membership Meeting.
ARTICLE 13 – INTERPRETATION
1. In case of any dispute as to the wording, intent or interpretation of the constitution, the decision of the Board of Governors will be final.
THIS CONSTITUTION AND ACCOMPANYING BY LAWS ARE COMPLETE AS OF 28 JANUARY 2024 –approved in the Annual General Membership Meeting.
[1] A simple majority is defined as more than half of the votes cast.