BYLAWS OF UNIMA
USA, INC.
(Ratified at Kent State University,
August 15,1979)
ARTICLE I ‑ OFFICES
The principal of fice of the corporation
shall be in the City of New York, County of New York, State of
New York. The corporation may also have of fices at such other places
within or without this state as the board may from time
to time determine or the business of the corporation may require.
ARTICLE II ‑ PURPOSES
The purposes for which this corporation
has been organized are as follows:
(a) To
promote international understanding and friendship through the
art of puppetry; to foster the exchange of information and techniques
relating to the art of puppetry, and to promote the moral and aesthetic
values of puppetry; to encourage contacts between puppeteers of
different countries and nations so as to contribute toward the
exchange of experience;
(b) To
preserve the heritage and traditions of the art of puppetry; to
maintain archives, libraries and permanent records relating to
the art of puppetry; to act as a clearinghouse for information
and to disseminate information to puppeteers in the United States;
and throughout the world;
(c) To
promote conferences, seminars, symposia and studies relating to
the art of puppetry; to support research projects and to provide
a registry for artists in the United States to encourage the understanding
and appreciation of the art of puppetry;
(d) To
sponsor, arrange and assist in the performance of national and
international exhibition of puppetry; to hold competitions, exhibitions
and festivals, and to promote the study, development and improvement
of the theory and practice of the art of puppetry;
(e) To
publish monographs, articles, research data and other printed matter
relating to puppetry.
ARTICLE III ‑ MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP.
The membership of this corporation
shall consist of the Board of Directors and of all members of the
existing unincorporated association or group known as UNIMA‑U.S.A.
The Board may appoint as honorary members all persons who have made
vital contributions to the art of puppetry, who shall be entitled
to full privileges of membership but shall not be required to pay
the dues fixed by the Board of Directors.
ARTICLE
IV ‑ MEETINGS OF THE MEMBERSHIP
1. ANNUAL MEETING.
The annual meeting of the membership
shall be held each year at such time or place as may be fixed by
the Board of Directors. A notice of the meeting shall be mailed to
every member in good standing at least ten days prior to the date
set for the meeting and as otherwise required by law.
2 . SPECIAL MEETINGS.
Special meetings of the membership may be called at any time by the
President or upon the written request of three directors. A notice
of such meeting shall be mailed to every member in good standing
at least ten days prior to the date set for such meeting and
as otherwise required by law. Such notice shall state the date,
time, place and purpose of the meeting and by whom called. No
other business but that specified in the notice may be transacted
at such special meeting without the unanimous consent of all
present at such meeting.
3. PLACE OF MEETING.
The annual membership meeting and all special meetings of the membership
shall be held at the office of the corporation or at such other
places, either within or without the state, as may from time to
time be determined by the Board of Directors or the President.
4 . QUORUM.
The presence at any membership meeting
of at least one‑tenth of the total number of members entitled to vote
shall constitute a quorum and shall be necessary to conduct the business
of the corporation. However, a lesser number of members may adjourn
the meeting, and the Secretary shall cause a notice of the re‑scheduled
date to be sent to all members who were not present at the meeting
originally called.
5. MEMBERSHIP ROLL.
A membership roll showing the list
of members in good standing and their addresses as of the day immediately
prior to the meeting, prepared by the Secretary of the corporation,
shall be available and produced at any meeting of members upon the
request of any member. All persons appearing on such membership roll
shall be entitled to vote at the meeting.
Definition of "Member in Good
Standing": A member is considered in good standing when the member
is current on dues payments and acts consistently with the by‑laws
of the organization. A member who is not current on dues payments
is automatically considered not in good standing. The board may declare
a member not in good standing when that member violates the by‑laws
of the organization, misrepresents his affiliation or status with
UNIMA‑USA, or provides other just cause for such a declaration. A
member not in good standing may be denied any and all rights ofmembership.
In all such cases, the board will first make a good faith effort
to resolve the issue amicably with the member before making such
a declaration.
Process for Appealing a Board Declaration
as "Member Not in Good Standing:" When the board has declared
a member not in good standing, the member may appeal by requesting,
in writing, a hearing before the board at its next scheduled meeting.
If such a hearing fails to resolve the matter to the member's satisfaction,
the member may then petition the board, in writing, for investigation
by an independent panel. The panel is to consist of six members,
half chosen by the member and half chosen by the President of the
board. By a majority vote, the panel may recommend to reinstate the
member in good standing. The panel's report and findings can be made
public.
6. PROXIES.
Every member entitled to vote at a
meeting of members or to express consent or dissent without a meeting
may authorize another person or persons to act for him by proxy. Every
proxy must be signed by the member. No proxy shall be valid after the
expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure
of the member executing it, except as other~vise provided by law.
7. ACTION BY MEMBERS.
Unless otherwise required in the Certificate
of Incorporation or by law, a majority of the members present at the
time of any vote, if a quorum is present at such time, shall be the
act of the corporation. Each member shall have one vote.
8. ORDER OF BUSINESS.
The order of business at all meetings
of members shall be set by the chairperson of the meeting.
9 . MEMBERSHIP DUES.
The membership dues shall be fixed
by the Board of Directors. No member shall be entitled to vote at any
meeting of the members unless such member is in good standing and has
paid all dues.
ARTICLE V ‑DIRECTORS
1. MANAGEMENT OF THE CORPORATION.
The corporation shall be managed by
the Board of Directors, which shall consist of eleven directors. Each
director shall be a citizen of the United States, at least eighteen
years of age and a member in good standing.
2. ELECTION, TERM AND CLASSES OF DIRECTORS.
The Board of Directors shall be divided
into three classes, each class to consist of three or four directors.
The membership will annually elect a class of three or four directors
for a three‑year term, said election to be conducted by mail‑in ballot
at least one month before the annual meeting of the board of directors.
Commencing with the first annual meeting of membership, a director
may be elected for only two consecutive terms.
3. INCREASE OR DECREASE IN NUMBER
OF DIRECTORS.
The number of directors may be increased
or decreased by vote of the members or by a vote of a majority of the
directors present at a duly convened meeting. No decrease in number
of directors shall shorten the term of any incumbent director.
4 . NEWLY CREATED DIRECTORSHIPS AND
VACANCIES.
Newly created directorships resulting from an increase in the number
and vacancies occurring in the Board for any reason may be filled by
a vote of a majority of the directors then in office, regardless of
their number. A director appointed to fill a vacancy caused by resignation,
death or removal shall be appointed to hold of fice for the unexpired
term of his predecessor.
5 . REMOVAL OF DIRECTORS.
Any or all of the directors may be
removed, with cause, by vote of the members or by vote of a majority
of the directors present at a duly convened meeting.
6. RESIGNATION.
A director may resign at any time by giving written notice to the Board,
the President or the Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such of ficer, and the acceptance
of the resignation shall not be necessary to make it effective.
7 . QUORUM OF DIRECTORS.
The quorum for the transaction of
business or of any specified item of business shall consist of a majority
of the entire Board of Directors.
8. ACTION OF THE BOARD.
Unless otherwise required by law,
the vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the
Board. Each director present shall have one vote.
9. PLACE AND TIME OF BOARD MEETINGS.
The Board may hold its meetings at
the office of the corporation or at such other places, either within
or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETING.
A regular annual meeting of the Board shall be held immediately following
the annual meeting of members at the place of such annual meeting
of members.
11. NOTICE OF MEETINGS OF THE BOARD,
ADJOURNMENT.
Regular meetings of the Board may
be held with or without notice. Upon at least three days notice to
each director, special meetings of the Board may be called by the President
or Secretary, and shall be called upon the request of at least three
directors. Notice of a meeting need not be given to any director who
submits a waiver of notice, whether before or after the meeting, or
who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting
to another time and place. Notice of the adjournment shall be given
to all directors who were absent at the time of the adjournment and,
unless such time and place are announced at the meeting, to the other
directors.
12. CHAIRPERSON.
At all meetings of the Board, the
President shall be the chair of the meeting, or in his absence, a Vice‑President
shall preside.
13 . EX‑ OFFICIO MEMBERS.
The chairperson may invite the president
of Puppeteers of America or his or her appointee to any and all Board
meetings as an ex‑off~cio member. An ex‑officio member shall have no
vote at the meetings of the Board.
ARTICLE VI ‑ OFFICERS
1. OFFICES, ELECTION, TERM.
The officers shall be a President, one or more Vice Presidents, a Treasurer,
a Secretary, and such other officers, including an Assistant Secretary,
as the Board may determine. Each officer shall be elected or appointed
by the Board of Directors at its annual meeting held in conjunction
with the annual membership meeting, and shall serve for a term
of one year or until his or her successor has been elected and
qualified. No officers shall be elected to serve more than three
successive terms in the same office. The officers shall have the
duties, functions and powers as hereinafter provided. Any two or
more offices may be held by the same person, except the office
of President.
2. REMOVAL, RESIGNATION.
Any officer elected or appointed by the Board may be removed by the
Board with or without cause. In the event of the death, resignation
or removal of an officer, the Board in its discretion may elect
or appoint a successor to fill the unexpired term. The salaries,
if any, of all officers shall be fixed by the Board of Directors.
3. PRESIDENT.
The President shall be the chief executive
offcer of the corporation; he shall preside at all meetings of the
members of the Board; he shall have the general management of the affairs
of the corporation and shall see that all orders and resolutions of
the Board are carried into effect. The President, with the concurrence
of the Board shall appoint annually the chairpersons and members of
all committees and the editor of the publication of the corporation.
The President shall be an ex‑ officio member of all committees except
the nominating committee.
4. VICE PRESIDENT.
During the absence or disability of
the President, the Vice President, or if there are more than one, the
first Vice President, shall have all the powers and functions of the
President. Each Vice President shall perform such other duties as the
Board shall prescribe.
5. TREASURER.
The Treasurer shall supervise the
handling of the funds and securities of the corporation and arrange
for the funds to be deposited in such bank or banks as the Board of
Directors shall designate.
The Treasurer shall make an annual
financial report at the annual meeting, and shall supply such other
reports and information as the Board may request. The Treasurer shall
establish the accounting policies of the corporation and arrange
for an accountant to audit the books of the corporation at the close
of each fiscal year as needed.
6. SECRETARY.
The Secretary shall keep the minutes
of the Board of Directors and of the membership, and shall have the
care and custody of the seal of the corporation. The Secretary shall
maintain a membership roll containing the names of all persons who
are members of the corporation, showing their places of residence and
the date when they became members . The Secretary shall also send out
or oversee the mailing of all notices of meetings whenever required
by these by‑ laws.
7. ASSISTANT SECRETARY.
During the absence or disability of
the Secretary, the Assistant Secretary, if one has been elected or
appointed, shall have all the powers and functions of the Secretary.
ARTICLE VII ‑ SEAL
The seal of the corporation shall
be as follows:
ARTICLE VIII ‑ CONSTRUCTION
If there be any conflict between the
provisions of the Certificate of Incorporation and these by‑ laws, the
provisions of the Certificate of Incorporation shall govern. Robert's
Rules of Order shall be the authority for all matters of procedure.
ARTICLE IX ‑ AMENDMENTS
The by‑laws may be adopted, amended
or repealed by the members at any regular meeting of the assembly,
by a 2/3 vote, provided the amendment was submitted in writing to
the general membership at the previous regular meeting. By‑laws may
also be adopted, amended or repealed by the board of directors by
a 2/3 vote, provided the amendment was submitted in writing at the
previous board meeting or regular membership meeting.
ARTICLE
X ‑ COMMITTEES
1. NOMINATING COMMITTEE.
Every two years the President shall appoint, with the concurrence of
the Board of Directors, a Nominating Committee, consisting of a
chairperson and two other members. All members of the Nominating
Committee shall be members of the corporation but shall not be
members of the Board of Directors. The Nominating Committee shall
be appointed within sixty days after the preceding committee completes
its term.
2 . OTHER COMMITTEES.
Each year the President may appoint, with the concurrence of the Board
of Directors, the chairperson and members of such other committees
as the President and Board shall deem necessary or appropriate.
ARTICLE XI ‑ NOMINATIONS
By January l of each year, the nominating
committee shall present to the Board a slate of candidates to be
placed in nomination for election as directors. Said election to
be conducted by mail. Notice of the slate, together with any nominations
made by petition, shall be given to all members at the same time
as the notice of the annual meeting. In addition to candidates presented
by the Nominating Committee, other candidates as directors may be
placed in nomination by a petition signed by at least ten members,
provided that said petition is submitted to the President of the
Board by January I, together with a short biography and a photograph
of the proposed nominee, and that the consent of the nominee has
been secured. All candidates must agree to be present, if elected,
at all regularly scheduled board meetings of the organization. Failure
to comply with this agreement may result in dismissal from the Board
of Directors.
Prepared by the law firm of Cowan,
Liebowitz, and Latman, P.C. 200 East 42nd Street New York, N.Y. 10017
(Sidney Liebowitz and Peter Porcino, consultants)
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