THE NORTHWEST DRAMA CONFERENCE, INC.
The principal office of the corporation shall be maintained at a location to be determined from time to time by the Board of Directors, and may be changed as the Board of Directors may determine.
The name of the corporation shall be The Northwest Drama Conference, Inc., herein referred to as NWDC. The purpose of NWDC shall be exclusively educational, within the intention of Section 501 (C) (3) of the 1954 United States Internal Revenue Code, encouraging the highest possible standards of college and university theatre throughout the Pacific Northwest, and facilitating the interchange of theatre groups, persons and ideas through an annual theater conference and distribution of an academic journal.
1. Eligibility. Membership is open to any person or organization supporting the general purpose of NWDC, as outlined in Article II. Any person or organization interested in becoming a member shall submit a written application on a form approved by the Board of Directors. Applicants whose applications are approved shall become members of the corporation upon payment of the required dues.
2. Classes of Membership. Membership shall consist of the following classes: Organizational, Individual, Student and Honorary. Qualification for membership in each class shall be determined by the Board of Directors.
3. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. An organizational membership is entitled to only one vote.
4. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of the board, may suspend or expel a member for good cause.
5. Transfer of Membership. Membership in NWDC is not transferable or assignable.
The Board of Directors shall determine from time to time the amount of annual dues paid to the NWDC by members of each class and shall give appropriate notice to the members. Dues shall be payable at a time to be determined by the Board of Directors.
1. Officers. The officers of NWDC shall be a President, Vice President, Secretary, Treasurer, Historian, and Managing Editor of NWDC journal.
2. Election and Term of Office. A nominating subcommittee of the Board of Directors, chaired by the Vice President, shall propose a slate of officers for the election at the general membership meeting at the annual conference. Officers shall be elected by a majority of those ballots cast at the general membership meeting at the conference. The term of office for the elected officers shall begin on the first day of the month following the conference and shall continue for a period of two years.
3. Removal and Vacancies. A vacancy in any office because of death, resignation, removal by a majority vote of the board, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
4. Powers and Duties.
a. The President shall:
i. Preside at all the meetings of the membership.
ii. Call and preside at meetings of the Board of Directors.
iii. Appoint special committees as deemed necessary and serve as exofficio member of all committees.
iv. Develop and maintain contact with other organizations and foundations that might give support to or require support from this corporation.
b. The Vice-President shall:
i. Prepare the annual conference program on behalf of NWDC activities.
iii. Chair the election subcommittee.
c. The Secretary shall:
iii. Be responsible for the publication of the NWDC Newsletter.
iv. Maintain conference mailing list.
d. The Treasurer shall:
i. Receive and disburse funds at the direction of the Board of Directors.
ii. Maintain books and prepare accounts for audit.
MEETINGS OF THE MEMBERSHIP
1. Annual Meeting. There shall be an annual meeting of the membership during the NWDC annual conference. Membership present at the annual meeting shall constitute a quorum.
2. Robert’s Rules of Order. Meetings will be conducted according to Robert’s Rules of Order
3. Notice. The place and time of the annual meeting shall be stated in the conference program.
4. General Powers. The affairs of NWDC shall be managed by a Board of Directors. Directors need not be residents of Oregon.
5. Directors. The Board of Directors shall consist of the officers of NWDC, the immediate past-president, KC-ACTF regional chair, design chair, playwrighting chair, USITT president, and National Critiques Institute chair or designee for any of the above.
6. Meeting of the Board. Regular meetings of the Board of Directors shall be held with written notice at the annual conference. Additional meetings shall be held at the direction of the President.
7. Quorum and Decisions. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any board meeting, and the act of a majority of the directors present shall be the act of the board, unless a greater number is required by law or by these bylaws.
1. In fulfilling the stated purpose of the NWDC, there will be an annual theatre conference, normally held in February of each year, at a host college, university, conference center, or theatre selected by the Board of Directors.
2. Since its inception, the Kennedy Center American College Theatre Festival has enjoyed a special and symbiotic relationship with the NWDC. Thus, when possible, the Festival and Conference will continue to be offered concurrently and cooperatively.
These Bylaws may be altered or amended by a two-thirds vote of the membership in attendance at the annual meeting. Proposed amendments shall be circulated to the membership at least twenty days prior to the meeting at which they are to be considered.
Respectfully amended Feb 19, 2004
Ginny Quinley, Secretary