ARTICLE I. Name
The name of the corporation is NVTA, Inc., successor in interest to the Northern Virginia Theatre Alliance, Inc.
ARTICLE II. Purpose
The purpose or purposes for which the corporation is organized are exclusively charitable, educational, literary and scientific within the meaning of the Internal Revenue Code. Specifically, the corporation is organized for the purpose of promoting growth and involvement in community theatre in the greater metropolitan DC area and educating the general public with respect thereto.
The goals of the corporation shall be to further communication and inter-organizational support and involvement among the community theatre groups of the greater metropolitan DC area; to promote and encourage excellence in and a fiscally Sound approach to aspects of theatrical production and performance of/by member organizations; and to further involvement and community interest in and awareness of theatre activity in the greater metropolitan DC area. Specifically, the corporation expects to sustain, encourage and promote dramatic, musical and other performing arts, including plays, readings, opera, concerts, ballet and other forms of artistic expression. To this end it may encourage, sponsor, or facilitate performances and exhibitions, commission the creation of works of dramatic, musical and other performing arts, and voluntarily assist the education of performers, technicians and students of these arts.
ARTICLE III. Members
Section 1. Qualifications. Any community theaut organization operating in the greater metropolitan DC area on a not-for-profit basis that offers admissions open to the general public may request membership in the corporation.
Membership shall be granted upon approval by two-thirds of the Board of Directors and the new theatre group shall tender payment of annual dues for the current year and make appointment from its membership of a representative to serve on the Board of Directors, and an alternate to serve in the absence of the representative at alt official meetings. The members of the corporation shall have the right to vote. Each member shall have one vote. The qualifications set forth herein for membership in the corporation shall be the only qualifications for such membership.
Affiliate members of the Northern Virginia Theatre Alliance who were in good standing as of July 1, 1993, shall immediately become members of NVTA upon their written request to the President.
The Directors may make such regulations as they seem advisable for any meeting, in regard to proof of membership in the corporation, evidence of the right to vote, the appointment and duties of inspectors of votes, and such other matters concerning the conduct of the meeting.
Section 2. Dues, Annual dues shall be paid to the Treasurer on or before July 1 each year. Dues shall not be reduced regardless of when application for membership is made. The amount of dues shall be determined annually by the Board of Directors.
Section 3. Membership Forfeited. Organizations whose dues remain unpaid or who have not appointed a representative and alternate shall forfeit membership. A member may be removed from active membership by a two-thirds vote of the total membership.
ARTICLE IV. Board of Directors.
Section 1 Board of Directors. The business of this Alliance shall be managed by the Board of Directors, which shall be composed of one (I) appointed representative or the alternate from each of the Associate member organizations. At any meeting a proxy may be substituted for a board member or his alternate.
Section 2. General Powers and Duties. The Board of Directors shall be the governing body of the corporation. The Board of Directors shall manage, control and direct the affairs and property of the corporation. The Board of Directors shall have, and may exercise all the powers specified in the Articles of Incorporation necessary to carry out the purposes of the corporation.
The Board of Directors shall:
a) approve or disapprove application for membership in this Alliance,
b) from its own membership elect officers as designated below,
c) approve disbursement of the funds of the Alliance, d) develop policy for the Alliance.
The Board of Directors may from time to time take on additional duties.
Section 3. Terms of Directors. Each member organization shall appoint a representative each year. Continuation should be confirmed annually. Vacancies must be filled by member organizations and the Secretary of the Alliance notified of such replacement prior to the next regular Board meeting.
Section 4. Meetings of the Board of Directors. The regular Quarterly Meetings shall be held at a time and place to be announced by the President and made known to the members of the Board of Directors, by phone or in writing, at least fourteen (14) days in advance of such meeting. Additional meetings may be held from time to time as deemed necessary by the President. Special meetings shall be called by the President at the request of one-third of the members of the Board of Directors.
Non-member theatres, professional or amateur, wishing to attend any open Alliance meeting must receive prior approval from an officer of the Alliance. Non-member attendees may participate in all regular business except voting.
Section 5. Quorum: One third of the Associate members of the Board of Directors shall constitute a quorum for the transaction of the business of the Board.
Section 6. Decisions. Except as otherwise provided, all matters shall be decided by a majority of the members of the Board of Directors present at any meeting at which a quorum exists.
ARTICLE V. Committees
Section 1. Executive Committee. The Executive Committee shall consist of the five (5) officers as forth in Article VI, Section 1. Except as otherwise provided by law or these By Laws, the Executive Committee shall have all the authority of the Board of Directors in the management of the corporation.
The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the
Board of Directors when required. Vacancies in the membership of the Executive Committee shall be
filled by the Board of Directors at a regular or special meeting.
Section 2. Other Committees. The Board of Directors may create such other committee or committees of its members or other persons, which committees shall have such authority as the Board of Directors may by law or these By Laws direct.
ARTICLE VI. Officers.
Section 1. Officers. The officers for this Alliance shall be the President, Vice-President, Secretary, Treasurer, and Past President Emeritus, elected from the Alliance Board. Their term of office shall commence at the time of their election, continuing for one (1) year or until such time as their successor has been elected. An officer shall be eligible for reelection to the same or another post in succeeding years. Any officer may be removed for any reason upon a vote of 2/3rds of the full membership.
Section 2. Election of Officers. The officers of this Alliance shall be elected by a plurality vote of the Board of Directors at the first Quarterly Meeting of the fiscal year.
Section 3. Duties of the Officers.
a) The President shall call all regular and special meetings of the Board of Directors, appoint chairmen for any special committees, and serve as an ex-officio member of all committees, The President shall have the responsibility for the appointment of temporary replacement of officers, should a vacancy occur among the officers. The President shall discharge any other duties or powers assigned by the Board of Directors.
b) The Vice-President shall discharge the duties of the President in the absence or inability of the President to perform them, shall schedule all meeting locations and shall oversee a committee to publicize community theatre and the Alliance.
c) The Secretary shall:
1) record and preserve the Minutes of all meetings of the Board of Directors,
2) systematically keep all records and papers belonging to the Alliance,
3) conduct all official correspondence,
4) provide each member organization with the names, addresses and telephone numbers of the members of the Board of Directors,
5) notify member organization and members of the Board of Directors of the time and place of the Quarterly Meetings.
d) The Treasurer shall:
1) be the legal custodian of all funds and other va]uab!e assets of the Alliance,
2) keep an accurate record of all receipts and disbursements,
3) disburse funds upon the approval of the Board of Directors,
4) cotlect all dues and submit dues statements to member organizations,
5) submit periodic reports to the Board of Directors reflecting the financial condition of the Alliance,
6) prepare all financial records for compliance requirements of state and local governments.
e) The Past President Emeritus shall be elected by the Board of Directors and shall have been a past President of NVTA for at least one (1) year. The Past President Emeritus shall have voting privileges on both the Executive Committee and the Board of Directors. Except for his advisory capacity, the Past President Emeritus shall have no assigned duties other than those delegated to him/her by the President. There shall only be one Past President Emeritus even though more than one person holds the requisite qualifications.
ARTICLE VII. Corporate Finances.
Section 1 The corporation is not organized for pecuniary profit, nor shall it have any power to issue certificates or stock or pay dividends, and no part of the net earnings or assets of the corporation shall be distributed, upon dissolution or otherwise, to any individual. The corporation may reimburse its members, directors, or officers, for out-of-pocket expenses incurred in the performance of their duties on behalf of the corporation.
Section 2. Checks. All checks, drafts or other orders for payment shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year shall be the twelve month period beginning July 1 each year and ending June 30.
Section 4. Location. The business address of this organization shall be the address of the Secretary presently in office.
ARTICLE VIII. Charter Member Organizations
The Charter Member Organizations of the Northern Virginia Theatre Alliance are: The Arlington Players, Ayr Hill Players, The Blue Ridge Alliance of the Performing Arts, Dale-Wood Musical Theatre, Fairfax Community Theatre, Fairlington Players, Falls Church Players, McLean Center Theatre, Port City Playhouse, Reston Community Players, Reston Repertory Television Theatre, and Springfield Community Theatre.
ARTICLE IX. Amendments.
Amendments to the By Laws shall be accomplished at any Quarterly Meeting or called meeting by a two-thirds (2/3) vote of the members of the Board of Directors present, provided the amendment was submitted to all members of the Board of Directors in writing at least two (2) weeks in advance of the meeting.
These By Laws were officially voted on and passed the ninth (9th) day of April 1981.
These By Laws were officially amended the fourteenth (14th) day of June 1983.
These By Laws were officially amended the ____________th day of September 1993.