The Bylaws of League of Resident Theatres, Inc.
ARTICLE I - NAME
The name of the organization shall be “LEAGUE OF RESIDENT THEATRES, INC”, hereinafter referred to as the “LORT.”
ARTICLE II - OBJECT AND JURISDICTION
Section 1. Object.
The Object of LORT shall be:
(a) To promote the general welfare of resident theatres in the United States and its territories.
(b) To promote community interest in and support of resident theatres.
(c) To encourage and promote sound communications and relations between and among resident theatres in the United States and between resident theatres and the public.
(d) To afford resident theatres an opportunity to act for their common purpose and interest.
(e) To act in the interest and on behalf of its Members in labor relations and related matters:
|(i) To serve as bargaining agent for its Members in bargaining collectively with unions representing employees of its Members;|
|(ii) To establish and maintain stable and equitable labor relations between its Members and unions representing employees of its Members;|
|(iii) To provide guidance and assistance to its Members in administering collective bargaining agreements;|
|(iv) If requested by a Member, to advise about disputes between Members and their employees and/or union representatives; and|
|(v) To represent its Members before government agencies on problems of labor relations.|
(f) To carry on all lawful activities which may directly or indirectly contribute to the accomplishment of such purposes.
(g) To communicate with the Federal Government through the National Endowment for the Arts and other similar agencies and organizations that now exist or may exist in the future, and to keep those agencies and organizations apprised of the needs and status of its Members.
Section 2. Jurisdiction.
LORT shall have jurisdiction to negotiate for collective bargaining agreements between its Members and the several unions in the resident theatre field and to negotiate for the adjustment of disputes between its Members and unions representing their employees. All collective bargaining agreements shall be made on behalf of its Members in the name of LORT, provided that no fewer than two-thirds of the Members have, prior thereto, approved such bargaining agreement in writing to LORT.
ARTICLE III - MEMBERSHIP
Section 1. Membership.
(a) Membership. LORT shall have two classes of membership: Theatre Members (“Members,” each being a “Member”) and the Ex Officio Member.
|(i) The Members shall be the resident theatres listed in Appendix A hereto and other resident theatres in the United States and its territories, elected to membership.|
|(ii) The Ex Officio Member shall be the President of LORT.|
(b) Criteria For New Members. The criteria for a new Member shall be:
|(i) That the theatre must have received a determination letter from the IRS confirming federal tax-exemption as a Section 501(c)(3) organization and must be currently exempt;|
|(ii) That each self-produced production must be rehearsed for a minimum of three weeks;|
|(iii) That the theatre must have a playing season of twelve weeks or more; and|
|(iv) That the theatre will operate under a LORT-Equity contract.|
(c) Applications for New Members. Applications for membership must be approved by the Board. All applicants for membership shall individually subscribe to and shall be bound by these Bylaws and any collective bargaining agreements between LORT and any union representing employees of the applicant. Applications for membership must be executed by the chief executive officer (or officer of equivalent title) of the applicant resident theatre authorized to act on behalf of such applicant. The Board shall determine whether an applicant shall qualify for membership.
(d) Good Standing. In order to maintain good standing as Members and thus be eligible to act as Members, Members must continue to meet the criteria as set forward in Article III, section 1(b) of these Bylaws, and must be current as to any amounts owed to LORT in accordance with Article III, section 12 of these Bylaws.
Section 2. Annual Meetings.
(a) The Spring meeting is the designated Annual Meeting. Annual Meetings of the Members and the Ex Officio Member shall be held on a specific day, time, and place in such month as specified by the Members at the previous meeting.
(b) Unless Category Directors are elected by written consent of Members in lieu of a meeting, Members shall elect such directors during the Annual Meeting and shall transact such other business as may properly come before the meeting. Members shall also elect the officers of LORT as provided in Article VI, section 3, of these Bylaws during the Annual Meeting that occurs at the end of the officers’ three-year terms (an “electing Annual Meeting”), the first of which shall be the 2017 Annual Meeting; provided, however, that the President and the Treasurer shall be elected at the time prescribed by Article VI, section 3, of these Bylaws.
(c) Unless Directors-at-Large are elected by written consent of the Ex Officio Member in lieu of a meeting, the Ex Officio Member shall elect such directors during the Annual Meeting.
Section 3. Special Meetings.
Special meetings for the purpose of dealing with some particular business may be called upon the request of twenty-five percent of the Members or by the Board. Such request shall be submitted to the Board, which shall, as expeditiously as possible, arrange for the preparation and issuance of notices to the Members. Said notices shall be provided in writing, either by mail or by electronic communication, at least 10 days but no more than 60 days in advance of the time fixed for such special meeting. The Board shall fix the exact date, hour, and place for such special meeting.
Section 4. Notice of Meetings and Waiver of Notice.
Written notice of all meetings of Members shall be given not less than 10 nor more than 60 days before the date of the meeting to each Member entitled to vote at such meeting. The notices of all meetings shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Members and proxy holders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Any notice shall be effective if given by a form of electronic transmission consented to by the Member to whom the notice is given. Notice of any meeting need not be given to any Member who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 5. Quorum and Manner of Acting.
A majority present in person or by proxy of all Members shall constitute a quorum for transacting business at Member meetings of LORT. The affirmative vote of a majority of the Members present at a meeting at which a quorum is constituted shall be the act of the Members, unless otherwise provided by law, the certificate of incorporation, or these Bylaws.
Section 6. Voting Rights.
Each Member shall be entitled to one vote on questions submitted to the Members of LORT. Each Member shall be represented and entitled to vote through the chief administrative officer of the Member or such other person specifically authorized by the Member.
Section 7. Election of Directors
(a) Category Directors.
|(i) The Members shall elect one representative from each of the six theatre categories (as defined by the LORT-Equity Agreement) who shall serve as Category Directors of LORT.|
|(ii) Representatives from category A and D theatres shall be elected during the electing Annual Meeting; representatives from B+ and C category theatres shall be elected during the Annual Meeting following an electing Annual Meeting; representatives from B and A+ category theatres shall be elected during the second Annual Meeting following an electing Annual Meeting.|
|(iii) At all such elections of directors the voting may, but need not, be by ballot and a plurality of the votes of the Members present in person or by proxy at the meeting and entitled to vote on the election of directors shall be sufficient to elect directors.|
(b) Directors-at-Large. The Ex Officio Member shall elect five additional directors who shall be Directors-at-Large.
Section 8. Election of Officers and Voting.
The Members shall elect the officers of LORT. At all such elections of officers, and any other Member action, the voting may, but need not, be by ballot and a plurality of the votes of the Members present in person or by proxy at the meeting and entitled to vote on the election of officers or take other action shall be sufficient.
Section 9. Action by Consent in Lieu of a Meeting.
(a) Member action may be taken without a meeting if the majority of Members consent thereto in writing (including by electronic transmission), and the writing or writings are filed with the records of LORT, except as otherwise provided by law, the certificate of incorporation or these Bylaws.
(b) Ex Officio Member action may be taken without a meeting if the Ex Officio Member consents thereto in writing (including electronic transmission), and the writing or writings are filed with the records of LORT, except as otherwise provided by law, the certificate of incorporation or these Bylaws.
Section 10. LORT Expenses.
The expenses of LORT shall be defrayed by its Members, who shall make remittances to the Treasurer of LORT in accordance with assessments to be levied as hereinafter set forth.
Section 11. Initiation Fee.
New Members shall pay an initiation fee equal to $100 per unit for its Group, within thirty days following Board approval of membership.
Section 12. Assessments
(a) Member theatres shall be grouped according to the size of their most recent fiscal year’s operating expenses. Each Member shall be listed and assigned its appropriate number of units according to such grouping.
(b) Annually, or more frequently as required, the Treasurer, with the President’s approval, shall raise funds for the operation of LORT’s business based on accrued expenses since the previous billing and projected expenses for the next twelve months. The total amount to be raised shall be divided by the total number of units, and the Treasurer shall levy an assessment on each Member based on the number of units assigned that Member.
(c) Remittance of assessments to the Treasurer shall be made within ten days of written notice of assessment.
(d) The budget groupings and the formula for LORT dues shall be reviewed from time to time and any changes shall be proposed by the Board of Directors and approved by a majority vote of the Members.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of LORT shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of LORT except as otherwise provided by law or the certificate of incorporation. The Board of Directors shall have the following duties, including but not limited to, appointing committees as it deems necessary, acting upon applications for membership in LORT by resident theatres, and negotiating and administering collective bargaining agreements between LORT and unions.
Section 2. Qualifications, Number and Term.
(a) The initial set of directors shall be elected by the incorporator. The Board of Directors shall be made up of the officers of LORT (“Ex Officio Directors”), the Category Directors as elected by the Members under Article III, section 7(a) of these Bylaws, the Directors-at-Large as appointed by the Ex Officio Member under Article III, section 7(b) of these Bylaws, and a past President may elect to continue to serve as a voting member of the Board of Directors following the end of his or her term as President (“Past President Director”). There is no minimum or maximum number of Past President Directors that can serve on the Board at any given time.
(b) Ex Officio Directors shall serve for a term pursuant to Article VI, section 1, of these Bylaws. Category Directors shall serve for three years and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Directors-at-Large shall serve for a term of one year and until his or her successor is duly appointed and qualified or until his or her earlier death, resignation or removal. Past President Directors shall serve for a term of three years or until his or her earlier death, resignation or removal. There is no limit to the number of times a Past President Director can renew his or her position on the Board so long as the terms are consecutive.
Section 3. Annual Meeting.
The Board shall meet annually at a time and place determined by the Board for the purpose of the transaction of such business as may properly come before the meeting.
Section 4. Regular Meetings.
Regular meetings of the Board may be held without notice at such times and places as may be determined from time to time by the Board.
Section 5. Special Meetings.
Special meetings of the Board may be called by the President, the Secretary, or a majority of the directors and shall be held at such time and place as may be specified by such order.
Section 6. Notice of Meetings and Waiver of Notice.
Notice of the annual meeting of the Board need not be given if it is held immediately after the annual meeting of Members for the election of directors and all directors not present at such meeting of Members are present at the meeting of the Board. Notice need not be given of regular meetings of the Board held at times and places fixed by resolution of the Board, except that notice of each resolution or other action affecting the date, time, and place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action. Notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director's address as it appears on the records of LORT, facsimile, e-mail or by other means of electronic transmission. Notice of the place, if any, date and time of each special meeting of the Board shall be given to each director by mail at least two days before the special meeting, or by telephone or electronic transmission (including e-mail) or delivery in person not later than the day before the day of the meeting. Directors may waive notice of any meeting in writing (including by electronic transmission), and the attendance of any director at a meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board need not specify the purpose or purposes of the meeting.
Section 7. Quorum and Manner of Acting.
The presence of a majority of the entire Board constitutes a quorum. The affirmative vote of a majority of the directors present at a meeting at which a quorum is constituted shall be the act of the Board, unless otherwise provided by law, the certificate of incorporation, or these Bylaws.
Section 8. Action by Unanimous Written Consent in Lieu of a Meeting.
Board action may be taken without a meeting if all the directors consent thereto in writing (including by electronic transmission), and the writing or writings are filed with the records of LORT.
Section 9. Meeting by Telephone, Video Conference or Similar Communications Equipment.
Directors may participate in any meetings of the Board or any committee thereof through conference calls, video conference or other forms of communication that permit participants to hear and be heard by all other participants, and participation in such meeting shall constitute the presence in person by such director at such meeting.
Section 10. Reimbursement of Expenses.
Directors may be reimbursed for reasonable expenses incurred in the business of LORT, outside of the regular membership meetings, upon presentation of receipts or other substantiation.
Section 11. Resignation and Removal.
Any director may resign at any time upon written notice to LORT and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. One or more of the Category Directors may be removed, with or without cause, by a majority of the Members entitled to vote in the election of such director. One or more of the Directors-at-Large may be removed, with or without cause, by the Ex Officio Member. An Ex Officio Director who ceases to be an officer of LORT for any reason shall automatically and simultaneously therewith cease to be a director with the exception of President, who is automatically invited to stay on the Board as a Past President Director. Any director who ceases to be employed by a Member for any reason, shall automatically and simultaneously therewith cease to be a director.
Section 12. Vacancies.
Vacancies on the Board, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the written vote of the Members pursuant to Article VI, section 4, of these Bylaws in the case of an Ex Officio Director; by the written vote of the Member theatres in the category for which there is a vacancy in the case of a Category Director; and by election by the Ex Officio Member in the case of a Director-at-Large. A Past President Director vacancy shall not be filled. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director's death, resignation or removal.
ARTICLE V - COMMITTEES
Section 1. Committee Composition and Authority.
(a) The Board acting by a majority of all directors then in office may designate one or more committees. Committees composed only of directors are “Board Committees.” Board Committees may have Board authority to the extent permitted by law and delegated by the Board or in these Bylaws. All other committees are advisory.
(b) Actions taken by a Board Committee shall be reported to the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.
(c) No Board Committee shall have the power or authority to: (a) adopt, amend or repeal any of these Bylaws, or adopt or amend any provision of the certificate of incorporation, (b) approve, adopt or recommend to the membership any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to the membership for approval, (c) take any other actions which may require the approval of the entire Board under applicable law, the certificate of incorporation or these Bylaws, (d) fill vacancies in the Board or any committee, (e) elect, appoint or remove any member of any committee or any officer, or (f) amend or repeal any resolution of the Board.
Section 2. Procedures, Quorum and Manner of Acting.
Each Board Committee shall fix its own rules of procedure; the presence of a majority of the then-appointed members of a Board Committee shall constitute a quorum; the vote of a majority of the members of the Board Committee present shall be the act of such committee. In the absence or disqualification of a member of a Board Committee, the member or members present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of such absent or disqualified member.
Section 3. Action by Unanimous Written Consent in Lieu of a Meeting.
Committee action may be taken without a meeting if all the members consent thereto in writing (including by electronic transmission), and the writing or writings are filed with the records of the committee.
Section 4. Term and Termination.
In the event any person shall cease to be a director of LORT, such person shall simultaneously therewith cease to be a member of any Board Committee.
ARTICLE VI - OFFICERS
Section 1. Officers and Term.
The officers of LORT shall be a President, two or three Vice-Presidents, a Secretary, and a Treasurer. Each of the foregoing officers shall serve as Ex Officio Directors of the Corporation for as long as they are officers. The term of each said office shall be three years beginning immediately following election, or for the balance of the term if the officer is filling a vacancy, and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. The length of any term of office may be extended or abbreviated by the Members. Officers may serve consecutive terms.
Section 2. Qualifications and Duties.
The officers shall have such duties and authority as customarily pertain to their office except as modified by these Bylaws or the Board.
(a) President. The President shall preside at all Board meetings and meetings of LORT and, subject to the supervision of the Board, shall conduct the business of LORT between Board meetings.
(b) Vice-Presidents. Vice-Presidents shall, when so designated by the President, or, in the absence of the President, by the Board, preside at meetings and otherwise perform the duties of the President in his or her absence.
(c) Secretary. The Secretary shall be custodian of and shall preserve all important papers, documents, minutes, and records of LORT, shall take and keep minutes of all Board and general LORT meetings, and shall distribute the minutes of the meetings to the Members.
(d) Treasurer. The Treasurer shall be the custodian of the financial records of LORT and its funds and assets, wherever located, and shall be responsible for paying from LORT funds the financial obligations of LORT on supporting vouchers. He or she shall also issue to the Members an annual financial report.
Section 3. Elections.
(a) Schedule of Elections. The incorporator shall elect the initial officers. Thereafter, elections for officers shall be held during the electing Annual Meeting (as defined in Article III, section 2(b) of these Bylaws), except that the President and the Treasurer shall be elected at the Autumn meeting immediately preceding an electing Annual Meeting, and shall serve as President-Elect and Treasurer-Elect, respectively, until said electing Annual Meeting. At least three of the five officers to be elected shall have served on a LORT negotiating committee.
(b) Nominating Committee. The President shall appoint a nominating committee, representing all categories of Members during the first full day of the Annual Meeting preceding an electing Annual Meeting. The Nominating Committee shall present a presidential candidate and a treasurer candidate to the Members by the end of the first session of the second day of the following Autumn meeting.
(c) Slate of Candidates. The Nominating Committee shall present a slate of candidates for the positions of both Vice-Presidents and Secretary to the Members by the end of the first session of the second day of the electing Annual Meeting.
(d) Election. Officers shall be elected by a majority vote of the Members in attendance during the relevant Autumn or Annual Meeting, provided the Members in attendance constitute a quorum. If the Members in attendance do not constitute a quorum, the Nominating Committee shall cause the names of the presidential and treasurer candidates, or the slate of candidates, as applicable, with ballots for voting to be sent by mail to the Members. All returned ballots postmarked within two weeks from the date mailed by the Nominating Committee shall be valid, and the candidates for each office receiving the most votes shall be elected. Such ballots may also be sent via email or other electronic transmission, provided the Member receiving such electronic transmission has consented thereto in writing.
Section 4. Resignation and Removal.
Any officer may resign at any time upon written notice to the Corporation. Any officer may be removed from office, with or without cause, at any time by the Board or by a majority vote of the Members.
Section 5. Vacancy.
In the case of a vacancy for any reason other than the natural conclusion of an officer’s term in office, the vacancy may be filled by the written vote of the Members. The Board of Directors shall submit three names to the Members by mail to be voted upon. All returned ballots postmarked within two weeks from the date mailed by the Board shall be valid, and the nominee receiving the most votes shall be elected, provided that at least a majority of the Members has voted, and shall serve for the remaining balance of the term. In the event of a tie, the President shall cast the tie breaking vote.
ARTICLE VII - TERMINATION OF MEMBERSHIP
Section 1. Resignation.
Any Member may resign in writing from membership in LORT at any time, provided said Member has paid in full all levies assessed against such Member as hereinabove set forth.
Section 2. Expulsion.
After due notice and hearing, the membership of any Member may be terminated upon two-thirds vote of the Members.
Section 3. Bargaining Obligations.
Termination of membership in LORT does not automatically remove the terminated theatre from its membership in the bargaining unit, with regard to union agreements in negotiation or in effect at the time of the termination.
Section 4. Forfeiture of Rights.
Members who resign or are expelled shall forfeit all rights and interests in any funds or other property of LORT.
ARTICLE VIII - AMENDMENTS
Section 1. Prior Submission.
Proposed amendments hereto shall be submitted to the Board in sufficient time to permit the preparation of copies of the text of such proposed amendment and the mailing thereof to all Members at least two weeks prior to the meeting at which such amendment will be considered.
Section 2. Required Vote.
Amendments shall be adopted only upon the affirmative vote of two-thirds of the Members present at the meeting to which the amendment is submitted for consideration.
ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Indemnification of Directors and Officers.
(a) LORT shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (“Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that such person is or was a director or officer of LORT, or while serving as a director or officer of LORT, is or was serving at the request of LORT as a director, trustee, officer, employee or agent of another company, partnership, joint venture, employee benefit plan, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in such Proceeding. Notwithstanding the preceding sentence, except as provided in paragraph (c) of this Article LORT shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board.
(b) LORT shall, to the fullest extent not prohibited by law, pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it is ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article or otherwise.
(c) If a claim for indemnification (following the final disposition of the Proceeding for which indemnification is sought) under this Article is not paid in full within 60 days after a written claim therefor by the Indemnified Person has been received by LORT, or a claim for advancement of expenses under this Article is not paid in full within 30 days after any statement therefor has been received by LORT, the Indemnified Person shall thereupon be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Indemnified Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action LORT shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
(d) Any right to indemnification or to advancement of expenses of any Indemnified Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Article after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought.
Section 2. Non-Exclusivity.
The rights conferred on any Indemnified Person by this Article shall not be exclusive of any other rights that such Indemnified Person may have or hereafter acquire under any statute, the certificate of incorporation, these Bylaws or any agreement, or any vote of Members or disinterested directors or otherwise. This Article shall not limit the right of LORT, to the extent and in the manner permitted by law, to indemnify or to advance expenses to persons other than Indemnified Persons when and as authorized by appropriate corporate action.