BY-LAWS
OF
ALTERNATE ROOTS, INC.
Alternate ROOTS By-Laws
Revised & Approved August 2020
GLOSSARY
Corporation: Alternate ROOTS, Inc.
Board of Directors: The representative, policy-making, and general planning body of the Corporation with Fiduciary Liability for the Corporation. The Board of Directors are the Voting Members of the Corporation.
Voting Board Member: A member of the Board of Directors; empowered with the duties and responsibilities of a member of the Board of Directors including Fiduciary Liability; responsibility for the financial security of the Corporation. Also referred to as a “Voting Member” of the Corporation.
Non-Voting Member: A member of the Corporation without the duties and responsibilities given a member of the Board of Directors, such as Fiduciary Liability. Also a member that resides outside of the designated member states. Also referred to as a “Non-Voting Member”.
Executive Committee: Consisting of the Officers, and four (4) or more representatives elected by the Board of Directors and shall have responsibility for the general management and financial security of the Corporation. The Executive Committee generally acts on behalf of the Board of Directors except in matters specifically reserved for all Voting Members, such as Bylaw revision, election of Officers, and membership policy.
Officers: The Chair, the President, the Secretary and the Treasurer elected by the Board of Directors. Officers of the Corporation must be Voting Members.
Operational Policy: Refers to procedures developed and implemented by the Executive Director, staff, and/or the Executive Committee acting on behalf of the Board of Directors. These policies affect mostly internal systems and the daily workflow for staff.
Organizational Policy: Refers to procedures developed by the Executive Director, staff, and/or the Executive Committee that require approval from the full Board of Directors in order to be implemented. These policies affect mostly external relations, significant financial transactions, and strategic decision making.
ARTICLE I. NAME AND ADDRESS
The name of the Corporation shall be Alternate ROOTS, Inc. and the principal office and its address shall be at 1270 Caroline St. D120-353, Atlanta, Georgia, 30307.
The Corporation shall have other offices at such places as the Board of Directors may from time to time determine.
ARTICLE II. PURPOSES
Alternate ROOTS is an organization based in the Southern United States whose mission is to support the creation and presentation of original art, in all its forms, which is rooted in a particular community of place, tradition or spirit. As a coalition of cultural workers we strive to be allies in the elimination of all forms of oppression. ROOTS is committed to social and economic justice and the protection of the natural world and addresses these concerns through its programs and services.
Alternate ROOTS’ work intentionally focuses on the Southern United States where economic indices routinely show rankings amongst the lowest in the nation in health, education, employment, and economic equity. Additionally, the South is a region where there has been a historic divestment by arts foundation and funders.
ARTICLE III. MEMBERSHIP
This Corporation shall have members. Membership policy is determined by the Board of Directors. Members may be designated as either Voting Board Members or Non-Voting Members according to these Bylaws and policy. The terms “Voting Member”, “Voting Board Member” and “Board Member” are used interchangeably. Non-Voting Members of the Corporation are not members of the Board.
Founding members were Little Marrowbone Repair Corp., The Road Company, Academy Theater, Ensemble Theater, Roadside Theater, Florida Studio Theater, The Play Group, Carpetbag Theater, New World Theater Company, Sidewalk Dance Theater, Free Southern Theater, Pocket Theater, Otrabanda Company, Birmingham Festival Theater, Hippodrome Theater, John O’ Neal, Marge Gregg, Jo Carson, Kelly Hill, Robin Foster, Liesel Flashenberg and Nancy Terry.
ARTICLE IV. BOARD OF DIRECTORS
Members of the Board of Directors must be a current resident of one of the following states or districts: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Texas, Virginia, West Virginia, and the District of Columbia. There is no residency requirement for Non-Voting Members of Alternate ROOTS, who are not members of the Board of Directors .
The Board of Directors exists as the representative, policy-making, and general planning body of the Corporation. Members of the Board of Directors shall assume fiduciary responsibility for the Corporation.
ARTICLE V. OFFICERS
The Corporation shall have four (4) Officers: The Chair, President, Secretary, and Treasurer. Officers of the Corporation must be Voting Members and therefore members of the Board of Directors. All officers will be elected for a term of one (1) year at the annual Board meeting. The Voting Members, sitting as the Board of Directors, may establish or abolish officers as it sees fit at any duly constituted meeting.
- The Chair is an internally focused position that shall conduct all meetings, or identify a facilitator as needed, fulfill necessary legal duties, and perform other such duties as the Board from time to time may authorize.
- The President is an externally focused position that shall perform the duties of the Chair in the event of the Chair’s absence or their inability to act; they shall also perform such other functions as the Board of Directors may from time to time assign.
- The Secretary shall keep (or delegate the keeping of) minutes of the Board and shall keep the minutes of the Executive Committee meetings in proper order, present them at subsequent Board or Executive Committee meetings, and deposit them in a permanent form in the Corporate office.
- The Treasurer shall supervise financial records of the Corporation, be prepared to report their current status at each meeting of the Board and Executive Committee, and see that they are properly kept in permanent form in the Corporate office.
ARTICLE VI. EXECUTIVE COMMITTEE
The Corporation shall be managed by an Executive Committee, consisting of the Officers described in Article V, the Executive Director, and four (4) or more representatives. The Executive Committee shall have responsibility for the general oversight and financial security of the Corporation. Members of the Executive Committee must be Voting Members of the Corporation and therefore members of the Board of Directors. Executive Committee members shall be elected annually at the meeting of the Board of Directors for a three-year term. The Chair may also appoint such Ex Officio Members as may be desired. Ex Officio Members do not have a vote.
The Executive Committee has the power to act on behalf of the Board of Directors, including but not limited to: the authority to enter into contracts and other agreements, employ the Chief Executive Officer, facilitate strategic planning, recommend policy, manage investments, and assess risk. As members of the Board of Directors, Executive Committee Members also hold the fiduciary responsibility of the Corporation and are tasked to manage and protect the mission and assets of the Corporation and act for the benefit of the Corporation.
Should any vacancy occur by death, resignation or otherwise, the vacancy shall be filled for the unexpired portion of the term by majority vote of the remaining Executive Committee.
The Executive Committee shall not receive any stated salaries for their services, but may be compensated for expenses associated with travel to and from and attendance at Executive Committee meetings. Nothing herein contained should be construed to preclude any Executive Committee members from serving the Corporation in any capacity other than Board Membership and receiving compensation.
All meetings of the Executive Committee are open to all members of the Corporation, including non-voting members.
ARTICLE VII. COMMITTEES
Standing and ad-hoc committees shall be appointed as required at the annual meeting of the Board of Directors or by the Executive Committee.
ARTICLE XIII. INUREMENT
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Board, members or Executive Committee, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered (other than routine service on the Executive Committee) and to make payments and distributions in furtherance of the purposes set forth in Article II. Actual expenses incurred by Board members while conducting the affairs of the Corporation may be paid, provided that such expenses are authorized in advance by the Executive Committee of the Board.
No substantial part of the activities (as defined by the Internal Revenue Service) of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office. The Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, state or local governments for exclusive public purposes.
ARTICLE IX. DISSOLUTION
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, state or local governments for exclusive public purposes.
ARTICLE X. FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.
ARTICLE XI. CONDUCT OF MEETINGS
The Board of Directors shall meet at least once annually. Written notice of Board and general membership meetings shall be delivered at least 60 days prior to the meeting. A quorum shall be considered 10% of the current Voting Members at a duly noticed and established meeting. The place of the meeting shall be as designated by the Voting Members or the Executive Committee. If less than 10% of the current Voting Members are present, the Board may conduct any business; however votes taken are considered non-binding until a quorum is polled by secure online forum, electronic mail, telephone or US Postal Service.
Official proceedings requiring a majority vote of the Board shall include amendments to the by-laws (see Article XII), amendments to the mission statement, dissolution, merger or sale of all the Corporation’s assets, following Robert’s Rules of Order. Annual election of officers and acceptance of new members shall be by majority vote of those Board members present during the annual business meeting at ROOTS Week.
As a 501(c)3 organization, Alternate ROOTS Board of Directors and designated committees conduct Executive Sessions consistent with Robert’s Rules of Order. Executive Session may be called through a motion by a member of the Board or a member of a designated committee. Executive Sessions of a committee designated by the Board are open for participation only to the members of the committee. Members of the committee may invite others to join the Executive Session through a consensus process agreed upon by the committee. Members deemed to have a conflict of interest by the committee members will be asked to recuse themselves from the Executive Session.
Alternate ROOTS intention to be a radical community with shared agreements in service of liberation requires ongoing review of governance practice in order to decolonize processes that do not support the mission and vision of the organization. To this end, Alternate ROOTS maintains our legal obligations to Robert’s Rules of Order while restricting the practice of Executive Session for confidential matters including but not limited to the following:
Employment contract
Attorney consultation or legal claims
Key strategic moves like mergers or acquisitions
Succession planning
Senior staff performance
Executive Director compensation
Future retirement plans for management
Executive performance/evaluation
Human Resources issues
Peer-to-peer board discussions
Member confidential issue
ARTICLE XII. AMENDMENTS
The By-Laws may be revised or amended by a vote at a general membership meeting upon 30 days notice in writing to each member of the proposed change in advance of each meeting. A majority vote of the Board is required for the passage of any amendment. If a majority is not present, such vote may be conducted by secure online forum, electronic mail, telephone or US Postal Service, in such manner as the Board may determine.
ARTICLE XIII. WAIVER OF NOTICE
Whenever notice is required to be given, mailing of said notice by United States mail at the address recorded in the record books for the Corporation for each member shall constitute proper notice. Whenever any notice is required to be given under the provisions of these By-Laws, or the Charter of this Corporation, or by law, a waiver thereof in writing, signed by the person entitled to said notice, shall be the equivalent of giving said notice.
Required notice may be given by United States mail, facsimile or electronic mail. If notice is not given, the meeting or vote may still be conducted if voting members sign a statement that waives notice or if they attend the meeting without objecting to a lack of notice.