ATCA BYLAWS
ARTICLE I
Organization
Section 1. Name.
The name of this organization shall be the American Theatre Critics
Association, Inc. It shall be a non-profit organization incorporated under the
laws of the state of New York.
Section 2. Logo.
The logo of the American Theatre Critics Association, Inc. shall be the central
figure of Daumier's "La Promenade du Critique Influent".
ARTICLE II
Purposes
(A) To make
possible greater communication among United States theatre critics; to
encourage absolute freedom of expression in theatre and in theatre criticism;
to increase public awareness of the theatre as an important national resources;
and to reaffirm the individual critic's right to disagree with his colleagues
on all matters including the above.
(B) To make
awards for outstanding achievement in the theatre.
ARTICLE III
Governance
Section 1. The
governing body is an Executive Committee elected by the Association. There are
a Chairman and a Vice-Chairman elected yearly by the Executive Committee from
its own members. Executive Committee members serve without compensation.
Section 2. The
members of the Executive Committee are nine (9) in number, elected to serve on
a staggered basis, for three-year terms, by a vote of the association members
present and voting at the annual meeting. They may serve no more than two terms
consecutively.
Section 3. The
Executive Committee appoints a Secretary and Treasurer who serve as ex-officio,
non-voting members of the Executive Committee.
Section 4.
Standing Committees.
(A) The Standing
committees of the Association include but are not limited to the following:
(1) New Plays
(2) International
(3) Finance
(4) Ethical Standards
(5) Professional
Development
(6) Regional Theatre Award
(7) Publicity
(8) Membership Services
(9) Conference Committee
(B) Any
Association member in good standing may serve on any standing or ad hoc
Committee
(C) Committee
Chairmen are appointed from the general membership by the Chairman of the Executive
Committee with ratification by the Executive Committee
Section 5.
Advisory Council. The advisory council is composed of but not limited to all
former members of the Executive Committee, and of other members as may be
appointed by the Executive Committee.
Section 6. Voting
Eligibility. Only members in good standing are eligible to vote on issues
affecting the Association.
Section 7.
Vacancies. Any vacancy on the Executive Committee may be filled until the next
annual meeting from the general membership by the Executive Committee. The
balance of the unexpired term is then filled by special election.
Section 8.
Executive Committee Attendance. An Executive Committee member who misses three
consecutive meetings, or three meetings out of a consecutive four, may be
permanently replaced at that third meeting by vote of the Executive Committee.
(A "meeting" refers to the whole series of Executive Committee
sessions taking place over consecutive days.) The new member elected to fill
this vacancy will serve until the next annual meeting, as specified in Section
7.
ARTICLE IV
Duties of the
Officers
Section 1.
Chairman. The Chairman presides at all meetings of the Association, and the
Executive Committee. The Chairman is responsible for the administration of the
business of the Association, is an ex-officio, non-voting member of allstanding
and ad hoc committees, and performs such other duties as are not specifically
delegated to other officers or committees.
Section 2.
Vice-Chairman. The Vice-Chairman shall preside in the Chairman's absence at all
meetings of the Association and the Executive Committee. The Vice-Chairman
assists the Chairman in administration of the business of the Association, and
shall perform such duties as the Chairman may assign, which are not
specifically delegated to other officers or committees.
Section 3. The
Secretary. The Secretary keeps records of all business transacted at all
meetings of the Association and the Executive Committee and transmits the
minutes to each member of the Executive Committee. Such records are due to be
surrendered to a succeeding Secretary.
Section 4. The
Treasurer. The Treasurer shall develop annual association budgets in
consultation with the Executive Committee and shall coordinate oversight of
financial transactions through the association's administrative entity. The
Treasurer shall also provide regular reports on the Association's financial
status. There shall be independent periodic audits using agreed-upon procedures
at the direction of the Executive Committee. All records are to be surrendered
to a succeeding Treasurer.
Section 5.
Advisory council members are non-voting participants in meetings of the
Executive Committee.
ARTICLE V
Fiscal Year
Section 1. Fiscal
Year. The fiscal year of the corporation shall be fixed by the Executive
Committee.
ARTICLE VI
Membership
Section 1.
Classes of Membership. Classes of membership include members, associate
members, emeritus members, complimentary members and such other classes of
membership as may be created by amendment of these bylaws.
Section 2.
Eligibility. Membership is open only to any professional writer who has been
actively employed reviewing theatre on a regular and continuing basis for
newspaper, magazine, radio or TV. Associate members are those members in good
standing who have notified the Association that they no longer meet these
conditions of entry to membership but who wish to continue their affiliation.
The manner of application, supporting documentation, sponsorship, etc. is
prescribed by the Executive Committee.
Section 3.
(A) Associate
Members. Associate members have all the rights and obligations of other members
except that they may not be elected to the Executive Committee. They may serve
out a term already begun.
(B) Emeritus and
Complimentary Members. Emeritus and complimentary members are those so
designated by the Executive Committee. Emeritus members have full voting
rights. Complimentary members have none. Neither pays dues.
Section 4.
Resignations. Any members may resign membership at any time without prejudice,
by notifying the Executive Committee in writing.
Section 5. Dues.
Dues are payable for the membership year of June 1 - May 31. The amount of such
dues is set by the Executive Committee, which may also exempt any member from
dues.
Section 6.
Expulsion. Any member may be expelled from the Association for illegal or
unethical acts committed in the course of work as a critic as outlined in the
Association's Code of Conduct. The Ethical Standards Committee shall investigate
all such acts. Members may be expelled by a two-thirds majority of the Ethical
Standards Committee, and that vote must be approved by a two-thirds majority of
the Executive Committee.
ARTICLE VII
Meetings
Section 1. The
Executive Committee meets at least three times annually.
Section 2. The
annual conference of the Association serves as its annual meeting. Other
general membership meetings may be called by the Executive Committee.
Section 3.
Quorum.
(A) A quorum at
any meeting of the general membership shall be no less than twenty-five (25)
members in good standing, and is necessary for the transaction of business.
(B) A quorum for
Executive Committee meetings consists of a majority of its membership in person
or by valid proxy.
Section 4. Proxy
Votes.
(A) Members of
the Executive Committee may give their written proxy for any Executive
Committee meetings to anyone entitled to attend that meeting.
(B) Association
members may be represented at general membership meetings by proxy given to any
member present.
(C) In either
case, proxies may be either general or specific, but must say so in writing and
their existence must be registered with the Secretary.
ARTICLE VIII
Amendment or
Repeal
These bylaws may
be amended or repealed by the affirmative vote of at least two-thirds of the
members present and eligible to vote at any meeting of the Association, or
two-thirds of eligible membership by mail vote, provided the proposed amendment
or repeal has been reviewed by the Executive Committee and a written notice of
the proposed amendment or repeal has been included in the call for the meeting.
Revised Feb.
25, 2001 at the New York City Conference.
Revised Feb.
21, 1999 at the New York City Conference.
Revised May
27, 1998 at the annual meeting in Denver, CO.
Revised May 4,
1997 at the mini meeting in New York, NY.
Revised Feb.
23, 1992 at the mini-meeting in New York, NY.
Revised May
22, 1991 at the annual meeting in Chicago, IL.
Revised July,
1990 at the annual meeting in the Berkshires.
Voted May 28,
1989 at the annual meeting in Atlanta, GA.