BY-LAWS of The Episcopal Actors’ Guild
of America, Inc.
These By-laws amend the By-laws which were adopted under the name of The Constitution of
The Episcopal Actors’ Guild of America on February 9, 1925.
Name
I The name of this organization shall be THE EPISCOPAL ACTORS’ GUILD OF AMERICA.
Headquarters
II The headquarters shall be The Church of the Transfiguration (“The Little Church Around the Corner”).
Purpose
III Its purpose shall be the banding together of the people of the Theatre with the Church to promote social interchange and their general welfare, which shall include the provision of help to the sick, the needy, and indigent members of the theatrical profession of all religious faiths. To this end it may develop such activities as the Council may determine.
Members
IV 1. Membership shall be open to men and women of the theatrical profession of all religious faiths, clergymen of the Episcopal Church and all other denominations, and all others who are interested in the purposes of the Guild.
2. Election to the membership shall be a majority vote of the Council.
3. There shall be various membership categories with annual dues established for each.
Membership Categories and Dues
V The membership categories and dues shall be established by resolution of the Council. (amended by vote of the Membership, June 2008).
Council
VI 1. The Council shall be responsible for the management of the organization. It shall consist of the officers and thirty other members, of whom at least twelve shall be members of the Episcopal Church, and at least twelve shall be actors.
2. The Council shall be elected by the membership, except that for the calendar year 1924, it shall be elected by the group invited to form the organization.
3. Members shall vote by mail for Members of the Council according to procedures set forth in Article XVIII of these By-laws entitled Voting Procedures.
4. Terms of office in the Council shall be three years, except in the first year when one third shall be elected for one year, one third for two years, and one third for three years. Vacancies other than those occurring by expiration of term of office shall be filled by the Council for the unexpired term.
Executive Committee
VII The Council may appoint an Executive Committee consisting of the President, Warden and Treasurer and six other members selected from its own membership with a chairman designated by the Council. The Executive Committee shall have the powers of the Council, between meetings of the Council, provided that all acts of the Executive Committee are subject to the approval of the Council.
Officers
VIII 1. The officers shall be an Honorary President, who shall be a Bishop of the Church; a President, who shall be a member of the theatrical profession; two or more Vice-Presidents, one of whom shall be the Warden, who shall be the Rector of the Church of the Transfiguration (“The Little Church Around the Corner,” New York); a Recording Secretary and a Treasurer, who shall have the usual powers and duties of such officers.
2. Other Honorary Officers and assistants to officers may be appointed by the President subject to ratification by the Council if the Council deems such action to be in the best interest of the Guild.
3. Terms of office of all officers and assistants shall be for one year. The year shall be determined by the date set by the Council for the Annual Meeting.
4. Members shall vote by mail for the officers according to procedures set forth in Article XVIII of these By-laws entitled Voting Procedures.
5. Vacancies other than those occurring by expiration of terms of office may be filled by the Council for the unexpired term.
Executive Director
IX There shall be an Executive Director who shall be appointed by the Rector of the Church of the Transfiguration (“The Little Church Around the Corner”) New York, with the advice and consent of the Council. The Executive Director shall be responsible to the Council.
Chaplains
X The President and Honorary President shall appoint Chaplains, with the sanction of their Diocesans, in theatrical towns and centers to visit members of the Guild when on tour, as temporary Parishioners, and to render them such service as is contemplated in the purposes of the Guild. Chaplains shall be clergymen of the Episcopal Church. They shall be members of the Guild.
Regional Branches
XI 1. Regional branches may be established by vote of the Council.
2. A regional branch shall be composed of members of the Guild residing in the region.
3. A regional branch shall be administered by a Regional Executive Committee of five, elected by members of the branch. By the same procedure, a Regional President, and Honorary Regional President, a Regional Warden and other necessary officers shall be elected. The Regional President shall be Chairman of the Executive Committee.
4. The Regional Executive Committee shall have powers of its Council in all matters affecting the region, providing that all acts of the Regional Executive Committee are subject to the approval of its Council. Chaplains in the region shall be appointed by the Regional President and the Honorary Regional President. Otherwise the provisions of Article X shall apply.
5. A regional branch may retain 75 percent of the dues which it collects, sending 25 percent to the national office.
Meetings
XII The Annual Meeting shall be held at a time and place to be determined by the Council, and at least 30 days notice shall be given to the members. Other meetings may be called by the President or the Executive Director or by petition bearing the signatures of any thirty members of the Guild who shall be in good standing. At least 30 days notice of such meetings shall be given the members.
The Council shall meet at least five times a year, one meeting of which shall be an organizational meeting following the Annual Meeting whose purpose shall include the appointment of committees.
Quorum
XIII Fifty members, of whom at least fifteen shall be actors or actresses, shall constitute a quorum at a regularly called meeting of the Guild. Nine members shall constitute a quorum of the Council. A majority shall constitute a quorum of any committee unless otherwise specified by the Council.
Amendments
XIV The Constitution and these By-laws may be amended by a majority vote of the members, and shall abide by the rules and regulations concerning voting procedures as set forth in Article XVIII of these By-laws entitled Voting Procedures.
Notice of the proposed amendment or amendments shall be mailed to the members at least 30 days prior to the date established by the Council or the Executive Director as a deadline for the determination of the vote.
Committees
XV The President may appoint such standing or special committees as may be necessary for the conduct of the work of the Guild. Appointments shall be subject to ratification by the Council and shall be made at the first Council meeting following the annual meeting. Appointment of said standing committees shall not impose a limitation on other special committees that the President, the Council, or the Executive Director shall deem necessary to appoint during the year.
Standing Committees
XVI Standing committees shall be those committees that are appointed each year at the first Council meeting following the annual election. They shall comprise those committees that are significantly important to the work of the Guild. They shall include the following:
1. The Executive Committee whose powers are defined in Article VII of these By-laws.
2. The Financial Committee whose functions shall be the supervision of the finances of the Guild which shall include a periodic review its portfolio of investments and action thereon.
3. The Grants Committee which shall be comprised of three members of the Council and the Executive Director who shall receive and review applications for financial assistance to the aid and relief fund and to render decisions thereon according to the guidelines established for these purposes by the Council.
4. The Public Relations Committee whose function shall be to inform and interest the public in the workings of the Guild.
Nominating Committee
XVII A Nominating Committee of five members, of whom no more than two shall be members of the Council, shall be appointed by the Council prior to the Annual Meeting, and shall nominate officers and members of the Council. The list of nominations shall be sent to the members with the notice of the Annual Meeting at least 30 days prior to the date on which the Annual Meeting shall be held. Nominations may also be made by petition bearing the signatures of any thirty members
of the Guild who shall be in good standing provided that these nominations are filed with the Executive Director in time to be printed and sent out to the members 30 days prior to the Annual Meeting. Voting Procedures
XVIII Election of officers and members of the Council, amendments to the Constitution and these By-laws, or any other action requiring a membership referendum vote shall be by secret ballot the method of which shall be determined by the Council or the Executive Director.
Ballots shall be mailed to the members at least 30 days prior to any election or date set for the determination of the vote.
Ballots shall be counted by a Tellers Committee of five members, of whom no more than two shall be members of the Council. The Tellers Committee shall be appointed by the President or the Executive Director.
Any candidate for election, or his appointed deputy, may observe the counting of the vote.
Three other members may be appointed as observers by the President or the Executive Director or by petition bearing the signatures of any twenty members when a referendum vote amending the Constitution, the By-laws, or any other referendum vote is required.
Elections
XIX Results of the elections of officers and members of the Council shall be announced by the chairman of the Tellers Committee, or in his absence by his deputy, at the Annual Meeting.
Immediately thereafter the passing of the gavel by the outgoing President to the incoming President, if there be a newly elected one, shall be observed, and all newly elected officers and members of the Council shall be declared to be serving their terms.
Disciplines
XX Any officer, member of the Council, or member who, after a proper hearing before Council, and having been proven to be guilty of any act prejudicial to the welfare of the Guild may be disciplined by a majority vote of the Council. Such discipline may include censure, suspension or expulsion from the Council and from the membership.
A personal notice setting forth the charge or charges in writing shall be served the member by hand or by mail 10 days prior the date set for the hearing before Council. Action by the Council following the hearing shall be final.
Definition of a Guild Year
XXI A year in the administration of the Guild concerning its definition of terms of office shall be determined by the date of the annual meeting which shall be established annually by the Council.
XXII Upon his retirement, the Council may confer upon the Warden the title “Warden Emeritus.”
XXIII Parliamentary procedure governing all meetings shall be according to the latest edition of Robert’s Rules of Order.
The Episcopal Actors' Guild of America, Inc.
"Charitable help for performers of all faiths, and none"
