BY-LAWS OF PLAYBACK THEATRE, INC.
P0 BOX 1173, NEW PALTZ, NY 12561
The corporation shall be known as Playback Theatre, Inc.
Playback Theatre is a form of communication in which the enactment of personal stones reveals dimensions of myth, wisdom, affirmation and the potential for social change. This form allows people to understand and acknowledge their shared humanity. The purpose of Playback Theatre, Inc. is to develop this form and strengthen its practitioners around the world.
BOARD OF DIRECTORS
Section 1. Powers
The general management of the affairs of the corporation shall be vested in the Board of Directors. The Board of Directors shall have control of the property of the corporation and shall fix its policies. They shall have the power to employ necessary staff and other help, authorize expenditures, and take all necessary and proper steps to carry out the purpose of the corporation and to promote its best interests.
Section 2. Number
The Board of Directors of the corporation shall consist of not less than seven nor more than fifteen Directors.
Section 3. Election and Term
Each Board member shall serve for a maximum of two terms from the date of his/her election to the Board, depending on the scheduling of meetings (see Section 6 below). No Director shall be eligible to serve more than two consecutive full terms as a Director. Each term is two meetings.
Section 4. Vacancies
In the event of the death, resignation, removal, or retirement of a Director or Directors, the Executive Committee shall fill said vacancy or vacancies as soon as possible by a majority vote. A Director elected to fill a vacancy shall hold office until the next meeting. At said next meeting the Board shall elect a Director or Directors to serve the remainder of the un-expired term or terms, if any, or the vacancy or vacancies created as foresaid.
Section 5. Compensation
No compensation shall be paid to the Directors for their services as Directors, but they may be reimbursed for actual expenses incurred by them in the performance of their duties.
Section 6. General Meeting
Except as otherwise provided by law, a meeting of the Board of Directors for the purpose of election of officers and the consideration of any other business that may be properly brought before it shall be held no more than 30 months apart.
Section 7. Other Meetings
Other meetings of the Board of Directors for the consideration of any business that may properly be brought before it may be held in person or by electronic means at such times and places as may be determined by the resolution of the Board of Directors.
Section 8. Special Meetings
Special meeting of the Board of Directors may be called by the Chair/President with three weeks notice to each Director, given personally, by mail, or by electronic means, which notice shall state time, place and purpose of meeting. Special meetings of the Board of Directors shall be called by the Chair/President or Secretary in like manner and on like notice on the written request of at least three Directors.
Section 9. Quorum
A quorum for a meeting of the Board of Directors shall be not less than a majority of the Board. For all committees a majority of the members shall constitute a quorum.
Section 1. Designation
The principal officers of the corporation shall be the Chair/President, Vice-Chair/President, Secretary and Treasurer all of whom shall be elected by the Board of Directors from among its members. No two offices may be held by the same person.
Section 2. Election of Officers
The officers of the corporation shall be elected by the Board of Directors at its general meeting, and unless sooner removed by the Board, the officers shall serve until their successors are duly elected and qualified
Section 3. Removal
Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed.
Section 4. Vacancies
In the event of vacancy in the office of Chair/President, the Vice-Chair/President shall serve as acting Chair/President, with full authority of that office, for the un-expired term. Any vacancies in any other office shall be filled for the un-expired term, within ninety days after its occurrence, by a majority vote of the Board of Directors.
Section 5. Duties of Chair/President
The Chair/President shall preside at all meetings of the Board of Directors. She/he may delegate to the Vice-Chair/President such of her/his duties as would expedite their duties of her/his office.
Section 6. Duties of Vice Chair/President
In the absence or disability of the Chair/President, the Vice-Chair/President shall perform the duties and exercise the powers of the Chair/President. The Vice-Chair/President shall also perform such other duties shall be prescribed by the Board of Directors.
Section 7. Secretary
The Secretary shall keep the minutes of all meetings of the Board of Directors. She/he shall perform the duties and functions customarily performed by the Secretary of the corporation together with such other duties as the Board of Directors may prescribe.
Section 8. Treasurer
The Treasurer shall have custody of the corporate funds and securities, and shall be responsible for keeping full and accurate account of all receipts and disbursements in books belonging to the corporation and be responsible for the deposit of all moneys and valuable effects in the name of and to the credit of the corporation in such depositories as may be designated by the Board of Directors, taking proper vouchers for such disbursement, and shall render an account of all transactions as Treasurer and of the financial condition of the corporation whenever called upon to do so.
The Board of Directors may constitute Committees as it deems necessary by resolution of a majority of the Board.
The Board of Directors may establish an Advisory Board with as many members as it deems necessary by resolution of a majority of the Board. Membership on the Advisory Board shall not include voting rights on any issue to be decided by the Board of Directors.
Except as otherwise required by law, these by-laws may be amended at any regular or special meeting of the Board of Directors. Such amendment shall require an affirmative vote of at least three quarters of the Board of Directors.
Section 1. Fiscal Year
The fiscal year shall be from July 1 to June 30.
Section 2. Books and Accounts
Books and Accounts of the corporation shall be kept under the direction of the Treasurer of the corporation.
Section 3. Auditing and Reports
At the close of the fiscal year, the Executive Committee of the corporation shall cause to be prepared a full and correct statement of the affairs of the corporation, including a balance sheet and financial statement of operations for the preceding fiscal year, which shall be submitted at the next full meeting of the Board of Directors and be filed with the Secretary of the corporation. The Executive Committee may choose to do an audit.