ALTERNATE ROOTS, INC.
Alternate ROOTS By-Laws
ARTICLE I. NAME AND ADDRESS
The name of the Corporation shall be Alternate ROOTS, Inc. (Regional Organization of Theatres, South, also referred to as ROOTS) and the principle office and its address shall be at 1083 Austin Avenue, 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 AND GOALS
Alternate ROOTS’ purposes are:  to make artistic resources available to creating ensembles and individuals through workshops and residencies;  to create appropriate distribution networks for the new work being generated in the region via touring, publication and liaison activity; and  to provide opportunities for enhanced visibility and financial stability via publications and periodic performance festivals.
ARTICLE III. MEMBERSHIP
This corporation shall have members. Membership policy is determined by the Board of Directors. 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, Marge Gregg, Jo Carson, Kelly Hill, Robin Foster, Liesel Flashenberg and Nancy Terry.
ARTICLE IV. BOARD OF DIRECTORS
Members of Alternate ROOTS can be elected to the Board of Directors. Board members must be a 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. The Board of Directors exists as the representative, policy-making and general planning body of the Corporation. 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 board membership at a duly noticed and established meeting. The place of the meeting shall be as designated by the membership or the Executive Committee. If less than 10% of the current board membership are present, the membership may conduct any business; however votes taken are considered non-binding until a quorum is polled by fax, e-mail or US Mail.
ARTICLE V. OFFICERS
The Corporation shall have four (4) officers: The Chair, the Vice Chair, the Secretary and the Treasurer. All officers will be elected for a term of one (1) year at the annual Board meeting. The membership, sitting as the Board of Directors, may establish or abolish offices as it sees fit at any duly constituted meeting.
- The Chair of the Board of Directors 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.
- In the Chair’s absence or in the event of his/her inability to act, the Vice-Chair shall perform the duties of the Chair; s/he 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, and four (4) or more representatives and shall have responsibility for the general management and financial security of the Corporation. The members of the Executive Committee shall be elected annually at the meeting of the Board of Directors for a one-year term. The Chair may also appoint such ex officio members as may be desired. Ex officio members do not have a formal vote.
Should any vacancy occur by death, resignation or otherwise, the same 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.
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 staff, manage fiduciary affairs, or other actions as may be required for the operations of the Corporation.
The Executive Committee does not have the authority to approve dissolution or merger or the sale of all the Corporation’s assets, accept members, or amend the by-laws or the mission.
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 VIII. 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 describe 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
All meetings shall generally be conducted in accordance with organizational procedures based on consensus, as described in the Operational Practice policy. 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 Roberts Rules of Order. Annual election of officers and acceptance of new members shall be by majority vote of those Board members present.
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 mail, electronic mail, fax or telephone, 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.