Bylaws of Pedagogy and Theatre of the Oppressed, Inc.
ARTICLE IOFFICES
The principle office of the Corporation in the State of Nebraska shall be located in the City of Omaha, County of Douglas. The Corporation may have such other offices, either within or without the State of Nebraska as the Board of Directors may determine or as the affairs of the Corporation may require.
The Corporation shall have and continuously maintain in the State of Nebraska a registered office and a registered agent whose office is identical with such registered office as required by the Nebraska Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principle office in the State of Nebraska and the address of the registered office may be changed by the Board of Directors.
ARTICLE II
MEMBERS
Section 1. Classes of Members
The Corporation shall have three classes members. The designation of such classes is as follows: (1) Professional, (2) Student and (3) Honorary.
Section 2. Election of Members
Members shall be elected by the Board of Directors. An affirmative vote of two-thirds of the Directors shall be required for election.
Section 3. Voting Rights
Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 4. Termination of Membership
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing and may by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
Section 5. Resignation
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 6. Reinstatement
Upon written request signed by a former member and filed with the Secretary, the Board of Directors may by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon terms as the Board of Directors may deem appropriate.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting
An annual meeting of the members shall be held at the annual conference for the purpose of electing Officers and Directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings
Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
Section 3. Notice of Meetings
Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to include electronic mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, ot the Secretary, or the officers or persons calling the meeting.
Section 4. Quorum
The members holding one-third of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting.
Section 5. Proxies
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member.
Section 6. Manner of Acting
A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these bylaws.
Section 7. Voting by Mail
Where Directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail, to include electronic mail, in such manner as the Board of Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Nebraska but shall be members of the Corporation.
Section 2. Number, Tenure and Qualifications
The number of Directors shall not be less than six (6) nor more than ten (10). Each Director shall hold office for a term of two years or until his or her successors shall have been elected or qualified.
Section 3. Regular Meeting
A regular annual meeting of the Board of Directors shall be held at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Nebraska, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Nebraska, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two days in advance of the meeting by written notice delivered personally or sent by mail, to include electronic mail, to each Director.
Section 6. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 7. Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.
Section 8. Vacancies
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Section 9. Compensation
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses for attendance at regular and special meetings of the Board may be allowed.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors.
ARTICLE V
OFFICERS
Section 1. Officers
The officers of the Corporation shall be a President, a Past President, a President-Elect, a Treasurer, and a Secretary. The Board of Directors may elect or appoint such other officers at it shall deem desirable, such officers to have the authority and perform the duties prescribed by the Board of Directors.
Section 2. Election and Term of Office
The officers of the Corporation shall be elected annually by the membership at the annual meeting. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3. Removal
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served.
Section 4. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors; may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed; and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
Section 6. Past President
The Past President shall serve as principal advisor to the President and other members of the Board of Directors, as necessary, and may undertake to coordinate special projects which may arise.
Section 7. President-Elect
In the absence of the President or in the event of the inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall serve as Annual Conference Chair and perform such other duties as may be assigned by the President or the Board of Directors.
Section 8. Treasurer
The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source, and deposit such moneys in the name of the Corporation in banks, trust companies or other depositories; and, in general, perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.
Section 9. Secretary
The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given; be custodian of the corporate records; and, in general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.
ARTICLE VI
COMMITTEES
Section 1. Committees of Directors
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. The designation and appointment of any such committee and the delegation thereto of authority shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.
Section 2. Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The President may appoint members to such committees.
Section 3. Term of Office
Each member of a committee shall continue as such until the next annual meeting of the Corporation and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member.
Section 4. Chair
The chair of each such committee shall be a Director and shall be appointed chair by the President.
Section 5. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
Section 6. Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts
The Board of Directors may authorize any office or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents or the Corporation and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or President-Elect.
Section 3. Deposits
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 5. Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 6. Proxies with Respect to Securities of Other Corporations
Unless otherwise provided by resolution adopted by the Board of Directors, the President or President-Elect may appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation, the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation to vote or to consent with respect to such stock or other securities; and the President or President-Elect may instruct the person or persons so appointed as to the manner of exercising such powers and rights and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies, powers of attorney or other written instruments as necessary in order to exercise such powers and rights.
ARTICLE VIII
BOOKS, RECORDS AND ACCOUNTS
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Directors. All books and records of the Corporation may be inspected by any Director or agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX
FISCAL YEAR
The Fiscal year of the Corporation shall be from July 1 to June 30.
ARTICLE X
DUES
The Board of Directors may determine the amount of initiation fee, if any, and annual dues payable, and in the manner payable, to the Corporation by members of each class.
ARTICLE XI
BUDGET AND FINANCIAL OPERATION
The financial operation of the Corporation shall be conducted in accordance with an annual budget to be submitted by the President to the Board of Directors for their approval.
ARTICLE XII
INDEMNIFICATION
To the extent permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that the person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, as a Director, trustee, officer, employee or agent of another corporation, partnership, joint venture, or other enterprise or as a trustee, officer, employee or agent of an employee benefit plan, against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.
To the extent permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation against any liability asserted against the person and incurred by the person in such capacity or arising out of the person's status as such, whether or not the Corporation would have the power to indemnify the person against such liability.
Indemnity provided for by this article shall not be deemed to be exclusive or any other right to which those indemnified may be otherwise entitled, nor shall the provisions of this article be deemed to prohibit the Corporation from extending its indemnification to cover other persons or activities to the extent permitted by law pursuant to any provision in the bylaws.
ARTICLE XIII
STAFF AND VOLUNTEERS
The Corporation may employ such staff as shall be appropriate to carry out the purpose of the Corporation, Staff members may not be voting members of the Board of Directors or any other policymaking body of the Corporation. The Board of Directors shall annually review the performance of all staff personnel. The Corporation shall create, organize, train, supervise and utilize the services of volunteers to carry out its purposes whenever possible.
ARTICLE XIV
PARLIAMENTARY AUTHORITY
Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the bylaws or by specific rules of procedures adopted by the Corporation.
ARTICLE XV
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Nebraska Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XVI
AMENDMENTS
These bylaws may be amended by a two-thirds vote of the members present and voting at any regular or special meeting of the Corporation, provided that written notice of the substance of the amendment has been given to each voting member at least four weeks prior to the meeting.
Dated this 16th day of April, 1999.
June 5, 1999
BUSINESS MEETING, PEDAGOGY & THEATRE OF THE OPPRESSED
New York, New York
By-Laws Amended by unanimous vote of all members in attendance at Business Meeting.
Because Pedagogy & Theatre of the Oppressed is a Nebraska Corporation, and because its bank account is located in Omaha, Nebraska, the Treasurer should be an appointed position, and should be an active member who resides in Omaha, Nebraska.
Therefore, the By-Laws, Article V, Sections 2 and 8, shall be amended as follows:
Article V
Officers
Section 2. Election and Term of Office. The officers of the Corporation, with the exception of the Treasurer, shall be elected annually by the membership at the annual meeting. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. The Treasurer shall be appointed by the Board of Directors. (Italics: Amendment)
Section 8. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source, and deposit such moneys in the name of the Corporation in banks, trust companies or other depositories; and, in general, perform all the duties incident to the office of Treasurer and such other duties as many be assigned by the President or the Board of Directors. The Treasurer shall be appointed by the Board of Directors and must be an active member who resides in Omaha, Nebraska. (Italics: Amendment)