On July 7, 2026, EAG's membership approved changes to the organization’s bylaws in a special election.
The approved amendments are the culmination of a few years’ work to bring EAG up to speed with other nonprofits in terms of governance best practices and organizational efficiency. Our organization is 103 years old, and it was time to look at the document through the lens of how organizations are structured and how they operate in 2026.
Many amendments simply update the bylaws to use more inclusive and welcoming language. But others will modernize our board so that EAG is more in line with current best practices. Over a period of three years, we will reduce the size of our Council from 36 to 12. We have also instituted term limits for both our Council members and Officers.
The amended bylaws in full can be found below.
The approved amendments are the culmination of a few years’ work to bring EAG up to speed with other nonprofits in terms of governance best practices and organizational efficiency. Our organization is 103 years old, and it was time to look at the document through the lens of how organizations are structured and how they operate in 2026.
Many amendments simply update the bylaws to use more inclusive and welcoming language. But others will modernize our board so that EAG is more in line with current best practices. Over a period of three years, we will reduce the size of our Council from 36 to 12. We have also instituted term limits for both our Council members and Officers.
The amended bylaws in full can be found below.
BY-LAWS of The Episcopal Actors’ Guild of America, Inc.
(July 7, 2026: 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.)
I: Name
The name of this organization shall be THE EPISCOPAL ACTORS’ GUILD OF AMERICA.
II: Headquarters
The headquarters shall be The Church of the Transfiguration (“The Little Church Around the Corner”).
III: Purpose
The Episcopal Actors’ Guild provides emergency aid and support to professional performers of all faiths and none undergoing financial crisis. We are also dedicated to helping emerging artists advance their careers through scholarships, awards, and performance opportunities. (Amended by vote of the Membership, 2012, 2021).
IV: Members
V: Council
VI: Executive Committee
The Council may appoint an Executive Committee consisting of a Council quorum (50% + 1), including the President, Warden and Treasurer and other members selected from its own membership with a chair 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.
VII: Officers
VIII: Executive Director
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.
IX: Chaplains
The President and Warden 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 a member of the clergy of the Episcopal Church. They shall be members of the Guild.
X: Regional Branches
XI: Meetings
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.
XII: Quorum for Council Meetings
XIII: Quorum for Membership Meetings
XIV: Amendments
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.
XV: Committees
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.
XVI: Standing Committees
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:
XVII: Nominating Committee
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 by mail or email 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.
XVIII: Voting Procedures
XIX: Elections
XX: Disciplines
XXI: Definition of a Guild Year
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.
Please note that all words and phrases in italics reflect modifications made by the membership in language and/or content of the original By-laws composed in 1925.
I: Name
The name of this organization shall be THE EPISCOPAL ACTORS’ GUILD OF AMERICA.
II: Headquarters
The headquarters shall be The Church of the Transfiguration (“The Little Church Around the Corner”).
III: Purpose
The Episcopal Actors’ Guild provides emergency aid and support to professional performers of all faiths and none undergoing financial crisis. We are also dedicated to helping emerging artists advance their careers through scholarships, awards, and performance opportunities. (Amended by vote of the Membership, 2012, 2021).
IV: Members
- Membership shall be open to persons of the theatrical profession of all religious faiths, and none, and all others who are interested in the purposes of the Guild.
- There shall be various membership categories with annual dues established for each.
V: Council
- The Council shall be responsible for the management of the organization. It shall consist of the officers and twelve (12) other members, of whom at least 25% shall be persons of the performing arts community.
- 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.
- Members shall vote by mail, email, or electronic ballot for Members of the Council according to procedures set forth in Article XVIII of these By-laws entitled Voting Procedures.
- 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.
- A Council member may serve no more than two (2) complete three-year consecutive terms. Fulfilling an incomplete term is not considered part of the term limit. A Council member having completed two (2) three-year consecutive terms may serve again on the Council if one year has passed following that Council member's previous service.
VI: Executive Committee
The Council may appoint an Executive Committee consisting of a Council quorum (50% + 1), including the President, Warden and Treasurer and other members selected from its own membership with a chair 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.
VII: Officers
- The officers shall be a President, who shall be a member of the theatrical profession; two 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.
- 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.
- 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.
- Members shall vote by mail for the officers according to procedures set forth in Article XVIII of these By-laws entitled Voting Procedures.
- Vacancies other than those occurring by expiration of terms of office may be filled by the Council for the unexpired term.
- An officer may serve no more than six (6) complete one-year consecutive terms. Fulfilling an incomplete term is not considered part of the term limit. An officer having completed six (6) one-year consecutive terms may serve again on the Council or as an officer if one year has passed following that officer’s previous service.
VIII: Executive Director
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.
IX: Chaplains
The President and Warden 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 a member of the clergy of the Episcopal Church. They shall be members of the Guild.
X: Regional Branches
- Regional branches may be established by vote of the Council.
- A regional branch shall be composed of members of the Guild residing in the region.
- 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.
- 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.
- A regional branch may retain 75 percent of the dues which it collects, sending 25 percent to the national office.
XI: Meetings
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.
XII: Quorum for Council Meetings
- Quorum: A majority (50% + 1) of the entire Council shall constitute a quorum for the transaction of business.
- Adjournment: A majority of the Council members present, whether or not a quorum is present, may adjourn any meeting to another time and place.
- Notice of Adjournment: Notice of the adjourned meeting shall be given to any Council members who were not present at the time of the adjournment. At the reconvened meeting, a full quorum as defined in paragraph (1) must still be present to take official action.
XIII: Quorum for Membership Meetings
- Initial Quorum: The presence, in person or by proxy, of Members entitled to cast a majority (50% + 1) of the total number of votes shall constitute a quorum for any meeting of the Members.
- Adjournment for Lack of Quorum: If a quorum is not present within thirty (30) minutes of the scheduled start time, a majority of the Members present may adjourn the meeting to a future date, time, and place. No other business may be transacted until a quorum is reached.
- Notice of Adjourned Meeting:
- Announcement at Meeting: No additional notice of an adjourned meeting need be given if the time, place, and means of electronic communication (if any) are announced at the meeting where the adjournment was taken.
- Mandatory Written Notice: Written notice shall be required if: (i) the adjournment is for more than thirty (30) days, or (ii) a new record date for the meeting is fixed by the Council. Such notice shall follow the same delivery requirements as the original meeting notice.
- Reduced Quorum on Second Call: At the adjourned meeting, the quorum requirement shall be reduced to one-tenth (10%) of the total votes entitled to be cast, or one hundred (100) votes, whichever is lesser. No business shall be transacted at the adjourned meeting that was not on the original meeting's notice.
XIV: Amendments
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.
XV: Committees
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.
XVI: Standing Committees
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:
- The Executive Committee whose powers are defined in Article VII of these By-laws.
- The Finance Committee whose functions shall be the supervision of the finances of the Guild which shall include a periodic review of its portfolio of investments and action thereon. The committee shall be made of the Treasurer, President, Executive Director, and other interested Guild members.
- 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.
XVII: Nominating Committee
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 by mail or email 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.
XVIII: Voting Procedures
- 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, emailed, or made available online 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 three 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.
XIX: Elections
- 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.
XX: Disciplines
- 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.
XXI: Definition of a Guild Year
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.
Please note that all words and phrases in italics reflect modifications made by the membership in language and/or content of the original By-laws composed in 1925.
