The Actorsingers

Presenting Community Theatre since 1955

Actorsingers Bylaws


NOTE: New bylaws were voted in on Aug 6, 2019  located here 


Below by-laws are not current refer to link above..

This area of the website contains the latest known bylaws of the corporation, organized for quick access, with care taken to preserve the exact contents.  However, this presentation of the bylaws cannot be considered authoritative. Anyone with need to read the official authoritative reference should refer to the Microsoft Word or PDF versions of the bylaws, or contact the president or corresponding secretary of the organization.



As adopted at Special Meetings of the General Membership
held March 22 and 31, 1977.

To go into effect April 1, 1977.

As amended at June 9, 1997
General Membership Annual Meeting.

Further amended June 11, 2001
General Membership Annual Meeting.

Article I Name, Location, Corporate Seal
Article II Powers, Functions and Dissolution
Article III Purposes and Objectives
Article IV Membership
Article V Dues
Article VI Fiscal
Article VII Patrons/Subscribers
Article VIII Officers, Terms, Duties
Article IX Committees and Duties
Article X Advisory Board
Article XI Policy and Procedures
Article XII Meetings
Article XIII Official Publication
Article XIV Junior Actorsingers
Article XV Amendments, Alterations, Repeal
Addendum Definitions


Section 1. The name of this corporation shall be The Actorsingers, Inc.

Section 2. The principal place of business of this corporation shall be in the City of Nashua, County of Hillsborough, State of New Hampshire. The office location is 219 Lake Street, Nashua, New Hampshire, with the mailing address of P. O. Box 91, Nashua, New Hampshire 03061.

Section 3. This corporation shall have a seal, circular in form, bearing the name of this corporation, the year 1961, and the words "Nashua, NH."

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Section 1. Powers. The organization shall have all the powers and enjoy all the privileges granted by the laws of New Hampshire under the provisions of Chapter 292 of the Revised Statutes Annotated and the original Articles of Agreement.

The powers of the Board of Directors of the organization shall not extend beyond any of the provisions contained in these Bylaws. All other powers are reserved to the members who are voting and active.

Section 2. Corporate Functions. This organization is to be considered a nonprofit, charitable organization. No pecuniary gain or profit, incidental or otherwise, to members of the organization is contemplated.

There shall be no capital stock of the organization. It is organized and operated exclusively for nonprofit purposes.

Section 3. Corporate Life and Dissolution. The term for which this organization is to exist is perpetual.

In the event of dissolution of the organization, on the vote of two-thirds of its voting membership, the Board of Directors shall adopt a plan of distribution. On dissolution, whether voluntary or involuntary, the net assets remaining after the payment of all debts, shall be distributed to, between or among one or more organizations of a charitable, educational or nonprofit status. These organizations must be located in Nashua, NH and be exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding provisions of any such future law. Such nonprofit organization(s) shall have purposes and functions which are similar in character to those of this organization. The same two-thirds vote of the voting membership will be required to determine such organization(s).

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Section 1. Purpose. The organization is formed for the purpose of serving the public interest at all times and whose general purposes are cultural, educational and charitable in nature.

Section 2. Objectives. The objectives of this organization shall be:

2a. To promote high standards of excellence in theatrical endeavors in the community.

2b. to encourage participation in theatre arts, regardless of race, creed, religion, sex, or national origin.

2c. To maintain the dignity and standards of the American theatre.

2d. To channel an exchange of ideas and talents between community theatres in New Hampshire.

2e. To present free, charitable entertainment to the elderly, disabled, and members of the clergy.

2f. To lend encouragement and provide education and training to youthful talent with aspirations in theatre.

2g. To conduct seminars and other educational projects which will assist members in their personal development in the living arts.

2h. To promote social and friendly relations among members and fellow community theatre groups.

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Section 1. Classification.

1a. Life Membership: Shall consist of those voting members who have continued in active status for a minimum of fifteen consecutive years, as determined by the Membership Committee and/or the Board of Directors.

Requirement of continuous service may be waived for an individual upon approval by a majority of the Board of Directors.

Life Members may participate in all activities of the organization, including:

(i) Right to vote,

(ii) Right to hold office,

(iii) Right to all public correspondence and newsletters,

(iv) May sponsor a child for membership in Junior Actorsingers.

(v) Payment of dues is waived.

1b. Active Membership: Shall consist of:

(i) Life members who have participated in at least one Actorsinger production or Actorsinger sanctioned function within the fiscal year.

(ii) members who have paid membership dues for two consecutive fiscal years, participated in at least one Actorsinger production or Actorsinger sanctioned function in the prior fiscal year, and who are at least 18 years of age.

An Active Member is entitled to all privileges of the organization, including the right to hold office, the right to vote, participation in major productions, and to perform on stage.

1c. Associate Membership: Shall consist of those members who have paid dues but cannot vote or hold office, because they have not yet met the requirements for active membership. They are entitled to all other privileges of membership, including social events, newsletters, committee assignments, and benefit performances.

1d. Friends of Actorsingers: Shall consist of those people interested in the continuance and preservation of the organization through financial contribution(s) or by service on a committee or production. There are no specific duties or obligations and no dues are required.

While not entitled to the other privileges of membership, Friends of Actorsingers may receive mailings from the Membership Chairman and may participate in social events. They may not vote, or hold office, or perform on stage.

Section 2. Eligibility

Present members who are members at the time of adoption or revision of Bylaws affecting membership classification shall automatically be a member in the same or revised membership classification.

Section 3. Sanctioned Functions for Membership are defined by the Board of Directors in the Policy and Procedures Manual.

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Section 1. Dues are for a period of one year from July 1 through June 30 and must be paid directly to the Membership Chairman. Such monies collected shall be remanded to the treasurer in a timely manner.

Section 2. The membership dues structure may be reviewed periodically by the Board of Directors who may recommend changes if warranted to the General Membership.

Section 3. Membership Dues may be established or changed by a vote of the General Membership at an Annual Meeting, provided that the notice of such meeting shall include such proposed changes. A two-thirds majority of the voting members present at the meeting shall be required to effect any change in the established dues structure. Approved changes become effective at the beginning of the next fiscal year.

Section 4. Membership categories for dues paying members shall consist of:

a. Individual members

b. Family membership

Section 5. In order to vote on any issue at a membership meeting, dues must have been paid in full ten days prior to such meeting and vote.

Section 6. Only Life or dues-paying members may appear on stage.

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Section 1. The fiscal year shall commence on the first day of July and shall end on the 30th day of June.

Section 2. The Executive Board shall be responsible for final approval of all organization budgets.

Section 3. The financial records of the organization shall be audited by the Audit Committee at least ten days prior to the annual meetings.

Section 4. Outside public auditors or other professional service may be retained at the discretion of the Executive Board at reasonable cost.

Section 5. All checks contracts and other instruments under seal shall be signed by both the President and the Treasurer. This privilege and/or procedure is subject to approval or revision by the Executive Board.

Section 6. The office of the Treasurer shall be bonded in a sum determined by the Executive Board.

Section 7. All funds of the organization shall be deposited into financial vehicles authorized by the Executive Board and may be expended only in furtherance of organization purposes.

Section 8. No officer or member shall receive salary for his/her services as such, but shall be entitled to reimbursement for reasonable expenses incurred in connection with the organization's business.

Section 9. Public rental of personal property of the organization shall be permitted. Rules and regulations governing such rentals will be found in the Policy and Procedure Manual.

Section 10. The Executive Board may create reserves for such purposes as it shall think beneficial to the organization, and may abolish the reserves in the manner created.

Section 11. Uniformity of Reports. All reports by officers and committee chairmen to the Board or general membership will follow a uniformity of format and presentation for each particular department as prescribed by the Board of Directors.

Section 12. Commercial Transactions between Actorsingers and any member of the organization may be authorized by a two-thirds affirmative vote of the Board of Directors provided a minimum of one other bid for the same service has been received.

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Revised for Subscribers/Season program.

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Section 1. Officers/Executive Board. The officers of the organization shall be a President, Vice President, Treasurer, Corresponding Secretary and Recording Secretary and such Officers shall constitute the Executive Board. There shall be six Directors who shall assist the President and other Officers in their duties.

The full Board of Directors shall consist of:

(a) Five elected Officers.

(b) Six elected Directors.

(c) One Ex-Officio (immediately former) President who serves as a non-voting advisor to the President and the Board of Directors,

1a. Board of Directors. Shall:

(a) Be composed of Life or Active Members of the organization.

(b) No two members of any household, defined as spouses or relatives of any sort, will be allowed to serve on the Board of Directors together at any time for as long as one or the other holds office either actively or as ex officio.

(c) Administer the affairs of the organization.

(d) Ratify all appointments of the President.

(e) Appoint all key production personnel in accordance with the procedures outlined in the Policy and Procedures Manual.

(f) Make appointments, employ professionals and set up practices as deemed necessary for the orderly and efficient conduct of the affairs of the organization and the management of its properties.

(g) Initiate and/or review proposed amendments and resolutions to the Bylaws and Policy and Procedures Manual to determine proper format in which to present them to the general membership for approval.

(h) Approve all workshops, benefit performances and projects involving financial expenditures, use of corporate properties or the name of the organization.

(i) Adopt an annual budget.

Subject to the ultimate authority which rests in the general membership, the Board of Directors shall define the policies of the organization and shall have full administrative direction of the organization, subject to the Bylaws and these limitations:

(1) The Board does not have authority to borrow money or otherwise incur indebtedness on behalf of the organization or to secure such indebtedness without approval of the general membership.

1b. Term of Office. The term of office for each elected Officer on the Executive Board shall be for one year. The term for elected Directors shall be two years.

Only Active Members and Life members of the organization shall be eligible for election as Officers or Directors.

All Officers and Directors shall serve until their respective successors are elected and have accepted office. Officers shall take office at the close of the annual meeting and serve until the close of the next annual meeting. Directors shall take office at the close of the annual meeting and serve until the close of the annual meeting two years hence.

1c. Length of Term. Members of the Board of Directors shall not serve more than two consecutive terms. After an absence of one year fol-lowing their elected term, any Officer is eligible to be elected to the Board again. During the interim waiting period, the members is not eligible for appointment to the Board to fill out the remainder of an unexpired term.

1d. Transition. All Officers/Directors must offer assistance to their successors in office and meet for an orderly transition of records and information concerning current projects no later than 30 days following election of new officers.

Violation or lack of cooperation in this respect, as judged by the full Executive Board (majority vote), will be deemed sufficient for recommendation for removal from office of the new Officer/Director and/or prevent the retiring Officer/Director from holding office in the future.

1e. Vacancy in Office. In the event of a vacancy in any of the offices by reason of resignation, death or termination of such Officer's/Director's membership in the organization prior to the expiration of his/her term of office, the Executive Board shall elect his/her successor to serve only until the end of the current fiscal year, at which time, the general membership, with proper notice and election procedure, shall vote on the successor to this office for the unexpired or new term.

1f. Removal from Office. Any of the Officers/Directors may be removed with or without cause by four-fifths vote of the full Board of Directors or two-thirds majority of the voting membership, with written notice of such action to the general membership within 30 days, but not before a successor is chosen. In case of removal by the Board of Directors, right of one appeal by the removed Officer/Director may be made in writing within ten days of removal and presented to the Executive Board for action. This must be voted upon at the next regularly scheduled Board meeting, but no later than 25 days after removal.

Upon removal from office, the Officer/Director is not eligible for re-election or appointment to the Board of Directors for a period of three years from the date of removal. Records of such removal shall be maintained by the Recording Secretary and the Nominating Committee.

Automatic Removal will be initiated by the Board of Directors if one or more of the following occurs:

(i) Failure on the part of any Officer/Director to attend two consecutive regular Board meetings, and/or

(ii) Failure to perform the specific duties of his/her office as outlined in the Bylaws.

Section 2. Duties of Officers.

2a. President. Shall preside at all meetings of the organization and the Board of Directors and sets the agenda to be followed.

He/she shall:

(i) Appoint all standing and special committee chairmen, including the Parliamentarian, subject to approval of the Board of Directors.

(ii) Perform all the duties and responsibilities specified in the Bylaws and Policies and Procedures of the organization.

(iii) Receive whatever additional authority that may be invested in the President by the Executive Board.

(iv) Serve as representative of the organization as required in the community, or appoint a representative member for such purpose.

(v) Manage a coordinated program for the organization, including projects and activities for the ensuing fiscal year in accordance with the goals and objectives of the organization.

2b. Vice President. Shall perform all the functions of the President in his/her absence and any other special duties the President or Executive Board may assign him/her.

He/she shall:

(i) Act in the capacity of Administrative Assistant to the President and Property Manager of the organization in charge of all property and inventory.

(ii) Succeed immediately to the Office of the President in the event of a temporary absence or incapacity of the President. In this case, the Vice President shall perform the duties of and have the same authority as the President. In the case of any question concerning the incapacity of the President, the Board of Directors shall decide if a temporary or permanent vacancy has occurred.

(iii) Assume such responsibilities as are assigned by the President and the Board of Directors.

2c. Treasurer. Shall be responsible for all monies and other properties of the organization entrusted to him.

He/she shall:

(i) Keep correct and complete records of all accounts of the finances of the organization, which records shall be open for inspection, at all reasonable times, to the President, Executive Board or the Audit Committee.

(ii) Disburse monies by check or otherwise by the direction of the President and Executive Board upon presentation of bills or properly executed vouchers as defined in the Policy and Procedures manual.

(iii) Present written reports of current financial status at all regular Board meetings and general membership meetings, showing all income and expenses since the last report.

(iv) Inform the Board of any requested disbursement of funds not provided for in the budget.

(v) Serve as a member of any financial budget committee.

(vi) Satisfy all financial requirements of the organization pertaining to taxation and government statutes.

(vii) Coordinate the monies collected by various committee chairmen for orderly control and audit.

(viii) Supervise all production disbursements by staff and committees on a regular basis and supervise in accordance with established budget quotas or realistic needs.

(ix) Provide financial advice and analysis to the Executive Board regarding financial trends and needs of the organization.

(x) Have duties and powers usual to the office of Treasurer and perform such duties that may be assigned to him/her by the President or the Board of Directors.

2d. Recording Secretary. Shall take minutes and record the proceedings of all official meetings of the Board of Directors and the general membership and transcribe such minutes to be made available to the Board of Directors by the next regular meeting.

He/she shall:

(i) Maintain minutes and records in an orderly fashion for permanent record and turn them over to his/her successor in like manner.

(ii) Be responsible to the Board for an up-to-date list of names and addresses of all members of the organization and their membership classification. This information shall be obtained from the Membership Chairman on a regular basis.

(iii) Have custody of all corporate documents and maintain them in a neat and orderly manner.

(iv) Be responsible to the Board of Directors for updating the Policy and Procedures Manual when used and referred to by the Board of Directors.

(v) Perform such other duties as may be assigned by the President or the Board of Directors.

2e. Corresponding Secretary. Shall issue notices of all meetings in accordance with the rules of the Bylaws and Policies and Procedures Manual.

He/she shall:

(i) Notify committees of their appointments and business assignments.

(ii) Attend to official correspondence of the organization at the direction of the President or the Board of Directors.

(iii) Act as official liaison between the Board of Directors and community organizations, other theatre groups, and the organization's newsletter staff.

(iv) Issue information on all activities of the organization, except production publicity, on behalf of the Board of Directors.

2f. Retired President - Ex-Officio Member. Shall serve on the Board of Directors as an advisor.

He/she shall:

(i) Participate freely in Board discussions.

(ii) Not have the power to vote on the Board.

(iii) Be able to handle committee assignments.

(iv) Be subject to the same Bylaws and rules and regulations as other Board members.

(v) Not be replaced in the event of removal or incapacity to serve on the Board.

(vi) Perform those duties assigned by the President or Executive Board.

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Section 1. Standing Committees of this organization shall consist of the following whose specific duties are outlined in the Policy and Procedure Manual.

1a. Membership Committee determines membership eligibility, rules, collects dues, maintains current membership lists and files and application forms.

1b. Bylaw Committee and Policy and Procedure Committee supervises existing bylaws and rules governing the organization, formulates and proposes needed revisions and innovations to the Board of Directors. Maintains publication and posting of same for general availability to the Board of Directors and the general membership.

1c. Nominating Committee screens and selects nominees for the various offices of the organization and three (3) directors annually. Presents written nominations to the Board at least 60 days prior to annual meeting.

1d. Auditing Committee audits and examines all financial procedures and controls of the organization, holds meetings and makes written recommendations to the Board. Conducts and review of the Treasurer's mid-year and annual report no more than ten (10) days prior to each such meeting. Although independent in nature, the committee serves under the direction of the Board of Directors.

1e. Play Reading Committee reads, analyzes, and recommends to the Board at least three productions. The Board of Directors will make final selections. Documents proceedings of the committee with a written report to the Board of Directors, to be filed with the Recording Secretary. Suggestions for shows may be obtained from the general membership via mail, newsletter or meetings.

1f. Building Committee supervises, regulates and controls maintenance and security of building property.

1g. Patrons Committee supervises and administrates all activities concerning Patrons.

1h. Business Manager supervises all financial activities of each major production and is a member of any budget/finance committee organized by the Executive Board. His/her responsibilities includes the fol-lowing areas:

(1) Managing production budget

(2) Tickets

(3) Publicity

(4) Program

(5) House Manager

(6) After Glow

The chairman of each of these committees will be responsible for staff organization and report to the Business Manager. In the absence of a full-time Business Manager, the Board of Directors shall assign business responsibilities as appropriate.

1i. Public Relations Director releases public announcements concerning the organization and acts as liaison with the news media. His/her responsibilities include:

(i) Working closely with publicity staff of each production.

(ii) Writing and releasing news items concerning general activities of the organization.

1j. Newsletter Editor: Refer to Article XIII.

1k. Actorsingers Chorus: Will provide a weekly opportunity to members to meet and practice vocally. Will also provide an interest to the general public as prospective members to the parent organization. Rehearsals scheduled on Mondays, excluding the Annual Meeting and major auditions.

Section 2. Standing Committee Nominations and Appointments.

2a. The President shall present to the Executive Board, no later than sixty (60) days following the annual election meeting, the names for nomination to the chairmanship of each standing committee.

The prospective chairmen and managers will have been properly researched and qualified as to eligibility for each post and advised of their duties prior to acceptance. They shall have the responsibility to organize their own staffs.

Members in good standing and all classes of membership are eligible to appointment.

The Executive Board will vote upon such nominations at the next regular Board meeting following the meeting at which nominations are presented, unless urgency is required. In any event, all committee posts must be announced at the full Board of Directors meeting in September.

2b. Committee chairmen shall be appointed for a term of one year and may be reappointed.

2c. Members of standing committees shall be appointed by the chairman of each standing committee.

2d. The Executive Board may temporarily assume the duties and functions of any standing committee, except the Nominating Committee, if it is deemed wise and expedient. The regularly appointed members of such committee shall cease to act as such until notified by the Board that the Board has ceased to function as such committee.

2e. All committees shall fulfill their duties and responsibilities as prescribed in the Policy and Procedures Manual.

2f. Other Committees: The President may appoint, and the Board may approve any other special committees to be created for a specific duty, purpose, or function

Section 3. Special Appointees. The President shall, subject to the approval of the Board, appoint the following non-elective posts within sixty (60) days following the annual election of officers:

(a) Historian

(b) Parliamentarian

(c) Costume Manager

(d) Sound Manager

(e) Lighting Manager

(f) Librarian

(g) Administrative Assistant and/or Office Manager

Duties and responsibilities of each of these functions are outlined in the Policy and Procedure Manual.

Section 4. Directors. All Directors of major productions, chorus, and special shows will be appointed by the Executive Board.

Terms and conditions for directing will be determined by the Board at the time of appointment and shall be a written contract.

Rules and procedures governing the interview, choice and announcement of Directors are found in Policies and Procedures Manual.

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Section 1. Definition. A nine-member body composed of area residents interested in the performing arts who shall perform solely in an advisory capacity as regards the business operations and public awareness of the Actorsingers organization.

Section 2. Membership.

2a. Shall consist of non-Actorsinger members.

2b. Shall appoint from among themselves a chairperson for a two-year term.

2c. Shall have a two-year, rotating term (three positions expire each year).

2d. Shall be self-perpetuating.

Section 3. Duties.

3a. Shall meet a minimum of twice each fiscal year with the Executive Board of Actorsingers to discuss current status of the organization and future activities, projects and goals.

3b. Shall meet with the liaison of the Executive Board, appointed by the Executive Board, whenever necessary to discuss special projects.

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Section 1. The policies and procedures adopted by the Executive Board or general membership, shall be published by the organization in a separate manual and filed with the recording secretary.

The Policy and Procedures Committee will have the responsibility for the manual revisions and upkeep.

Section 2. The Policy and Procedures manual may be amended by a majority vote of the Executive Board.

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Section 1. General Membership.

1a. All meetings shall be held in Nashua, New Hampshire.

1b. A quorum at any general meeting of the organization shall consist of 25% of the active membership. In the case of a dispute, the Membership Chairman's list, as recorded ten (10) days prior to any meeting, shall be the official list. A majority of votes cast is required for passage of regular motions.

1c. A notice of each general meeting shall be sent by mail to or left at the last known address of each member at least ten (10) days prior to the date fixed for holding the meeting. Such notice shall state the time and place of the meeting, and in the case of a special meeting, the purpose for which it is called.

1d. Annual Meeting. The annual meeting of the organization shall be on the second Monday in June of each year at such time and place as the Executive Board may designate.

1e. Election of officers will be held at the annual meeting in the manner and procedure as outlined in the Policy and Procedure Manual.

(i) The Parliamentarian or President shall act as Election Officer.

(ii) Voting shall be by ballot.

(iii) Nominees presented by the Nominating Committee are not required to be present at the meeting in order to be elected.

(iv) In addition to the nominees presented by the Nominating Committee, candidates may be nominated from the floor.

(v) Candidates nominated from the floor must either be present at the meeting or have indicated in writing their willingness to accept the specific office for which they are nominated.

(vi) Candidates shall be elected by a majority vote and balloting shall continue until this is achieved.

(vi) Any candidate for the office of President must have previously served at least one term on the Board of Directors within the last ten years.

1f. Semi-annual meeting shall be held during the month of January with specific date, time, and place designated by the Executive Board.

1g. Each voting member in good standing shall have one vote, and there shall be no proxy vote. The President is allowed to vote when vote is by ballot.

1h. In the absence of a recognized Parliamentarian, the President can designate an acting Parliamentarian or assume the position.

Section 2. Board of Directors Meetings.

2a. There shall be no official recognized meeting of the Executive Committee -- only the Board of Directors (Executive Board) comprising eleven members.

2b. A minimum of six members of the Board of Directors, not including the Ex-Officio member, shall constitute a quorum at any meeting -- three of whom must be members of the Executive Committee. A majority vote of all voting Board members shall prevail at such meetings.

2c. The President will be allowed to vote in the event of a tie or to create a quorum. In the absence of the President with the Vice President as chairperson, the same rule applies.

2d. If neither the President or the Vice-President is present, the Board members will elect, by majority ballot, the temporary chairperson for the meeting at hand.

2e. No proxy votes shall be allowed.

2f. Meetings will be held monthly at a time and place designated by the President, and follow the rules and procedures outlined in the Bylaws and Policy and Procedure Manual.

Section 3. Rules of Order The organization meetings shall be governed by Roberts Rules of Order except where otherwise expressly provided for in these Bylaws or Policy and Procedure Manual.

Section 4. Special or Emergency Board Meetings. The President may call an emergency meeting at any time upon majority consent of the Board and a quorum voting.

A vote of the Board of Directors may be taken by mail or telephone at the request of the President. Such vote shall have the force and effect of a vote taken at a meeting and shall be properly recorded by the Recording Secretary and reported at the next meeting.

Section 5. Reports. The Board of Directors shall report to the general membership, at the semi-annual and annual meetings, the business transacted by the Board since the previous meeting.

Section 6. Decorum. Reasonable decorum and good order must be maintained if business is to be carried out. Proper decorum will be the responsibility of the Chairperson and/or Parliamentarian.

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The organization shall publish an official newsletter which shall be published quarterly and shall consist of information relating to the nature of the association and of interest to the general membership.

Circulation of the newsletter will be determined annually during the budget meeting of the Executive Board. All funds for the publication shall be included in the annual budget and handled through the Treasurer.

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There shall be a Junior Actorsingers division. Membership shall consist of children of members of The Actorsingers who have paid the family membership dues. A child sponsored by a life member is also eligible for membership.

A child must be a member of Junior Actorsingers and at least in the third grade in order to audition.

The Junior Actorsinger production shall be considered an official production of the organization.

All Bylaws and Policy and Procedure Manual regulations concerning major productions shall apply.

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Section 1. The Bylaws of this organization may be amended, altered or repealed by a vote of two thirds of the voting members present at any annual, semi-annual or special general meeting of the organization, provided that the notice of such meeting shall include such proposed amendments, alterations or repeals.

1a. All questions regarding the interpretation of these Bylaws shall be decided by the Executive Board.

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BYLAWS: Code of rules or regulations accepted by a society for its own guidance and sometimes called the "Constitution."

EXECUTIVE COMMITTEE: The officers of the organization holding the title of President, Vice-President, Secretary or Treasurer.

EXECUTIVE BOARD: Same as Board of Directors. Made up of the Executive Committee and six Directors.

FISCAL YEAR: The financial year of the organization, as opposed to the calendar year.

DUE DILIGENCE: Proper and constant attention or work.

MEMBERS IN GOOD STANDING: A member who is current in dues payment and whose past performance as a member of the organization has been honest, responsible and businesslike.

MAJORITY VOTE: One more than half the eligible votes cast.

TWO-THIRDS MAJORITY: Number of voting members of a quorum present at a membership meeting required to pass a resolution to amend the Bylaws.

POINT OF ORDER: A question concerning a breach of parliamentary rules.

POLICY AND PROCEDURES MANUAL: A Manual comprising of guidelines for all functions of the organization. These may be amended by a majority vote of the Board of Directors.

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