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SACRED FOOLS THEATER COMPANY

INTERNAL BYLAWS, RULES OF ORDER AND STANDING RULES

 Last Revised December 13, 2009

 

 

INTERNAL BYLAWS OF SACRED FOOLS
Laws set down by the company that governs the corporation.

I       DEFINITIONS

A            Description
Sacred Fools Theater Company is a 501 (c)[3] non-profit, non-dues paying, theater company working under the Los Angeles 99 Seat Plan , hereafter referred to as the Organization or Sacred Fools. Sacred Fools is run by an ensemble which includes, but is not limited to, actors, producers, technicians, and designers.

B            Purpose
The purpose of Sacred Fools is to create and mount theatrical productions.

The purpose of these by-laws is to serve as a guide to help create a professional, stable, and exciting environment in which to create Theater and to establish a safe environment in which to take creative risks.

C            Values
At Sacred Fools we place value in Creativity and Inspiration, Perspiration and Perseverance, Honesty and Integrity, and Courtesy and Respect.

D            Ongoing Goals
We want to maintain a solvent and stable Organization that continually works to fulfill it's goals as set forth in our Mission Statement.

E            Board of Directors
The Board of Directors of Sacred Fools is ultimately responsible for the organization and as such is the ultimate authority in all matters. The Board shall contribute or generate monies for the Company (goals to be determined by Board). The Board of Directors is the ultimate authority of the theater and all actions by anyone in the name of Sacred Fools are subject to Board approval (or disapproval), however, if the theater is running smoothly, the Board should not be involved in day-to-day activities at the theater.

Board members shall serve 1 year terms, with no set term limits. The terms shall overlap so that the whole Board does not come up for review at the same time. Upon completion of a term, the board member is subject to review and can be granted another term by a majority vote of the Board as a whole. Candidates for the Board can likewise be nominated by any Board member and added by a majority vote of the Board. The Board must then alert the company to any and all Board members added or granted another term, and the Company shall then vote to approve that action or ask the Board to reconsider. This vote by the Company shall be conducted at a Sacred Fools Company meeting.

In addition, once a year a company member shall be elected by the Company as a whole to the Board of Directors to serve as its representative. This Board member shall serve a one year term, and assume all rights and responsibilities of Board membership. Upon election by the company, the current Board shall vote to approve that action or ask the Company to reconsider. Any Company member elected to the Board shall retain all the benefits of membership as set forth in these bylaws.

The Managing Director serves as an ex-officio non-voting member of the Board.

The Board shall meet at least two (2) times per calendar year. Minutes of Board meetings shall be prepared, approved by the Board and available for inspection by any member of the Organization.

The Board shall explicitly approve any single expenditure in excess of $10,000.00, be responsible for appointing certain administrative and management positions (as set forth below) and have ultimate authority with respect to show selection.

F            Administration/Staff
The Administration of Sacred Fools is responsible for managing the day to day operation of the theater. The Administration is composed of two parts with separate hierarchies: The parts could be called the Business side, which is appointed by the Board and the Managing Director, and the Artistic Side, which is elected by the Company.

The Board of Directors hires a Managing Director and a Development Director at their discretion, from within or from outside the Company. These positions report to the Board of Directors on a regular basis. The Company elects a 3 person Artistic Committee, a Sergeant at Arms, a 3 person Membership Committee and one Board Member. The Artistic Committee appoints a Literary Manager. All other Administrative positions are appointed by the Managing Director.

The Managing Director is the head of the Administration and the Administrators must all work together to ensure the smooth running of the theater.

G            Company 

The Company is comprised of the most current membership roster, which is reviewed and updated periodically by the Membership Committee. Company Members are expected to fulfill membership requirements as outlined in Article II, Section C and to actively participate in the ongoing functioning of the Organization, including production work, maintenance, development of future work, and other tasks needed to be fulfilled for the continuation and development of the Organization.

The Company guides the artistic direction of the theater by electing a 3 member Artistic Committee.

The Company manages itself, its meetings, and communication by electing a Sergeant at Arms.

 

II                The Company

A            Induction Into Membership

Induction into membership shall be by invitation from the company only. On a quarterly basis, a portion of the standard Sacred Fools Company Meeting will be devoted to discussing changes to membership. At these times, company members may nominate non-members for membership. There will be time to discuss the pros and cons of inducting each candidate, leading up to a company vote. The discussion shall be lead by the Sacred Fools Membership Committee. Decisions should be made based on the work the candidate has thus far done for the Company and the candidate's perceived value to the Company. The voting will consist of marking "Yes" or "No" on a ballot to the question of whether to invite each individual candidate into membership. A majority of "Yes" or "No" votes wins, with a tie resulting in a re-vote. The Sergeant-At-Arms will be in charge of the voting process.

The Membership Committee will then, before the next company meeting, contact each of the membership candidates to whom the company has voted to extend an invitation to membership. It is incumbent upon the Membership Committee to let the candidate know that he/she has been invited to become a member of Sacred Fools Theater Company and that if the invitation is accepted, he/she then immediately becomes responsible for fulfilling the membership requirements outlined in the appropriate section of the Sacred Fools bylaws. If the candidate accepts the invitation, he/she immediately becomes a member of Sacred Fools Theatre Company and is accorded all the privileges of membership, as outlined in the appropriate section of the Sacred Fools bylaws.

B            Benefits of Membership

·         The ability to propose projects for production (must remain attached to proposal);

·         Vote on the direction of the Company at Company Meetings;

·         Propose change within the Company, as per the Rules of Order set down;

·         Casting Seniority.  Directors will be strongly encouraged to utilize the Company first, with the help of an Artistic Committee Casting Advocate.  Members may ask to be considered for any available role, and may proceed to call back casting as consideration;

·         Obtain discounts on company shows;

·         A listing on the website;

·         The right to refer to oneself as a Sacred Fools Company Member;

·         An invitation to a yearly retreat

C            Membership Requirements

In order to maintain membership status in Sacred Fools Theatre Company, individuals are required, in a period of one year (defined as September 1st through August 31st of the following year, also known as a “season”) to A) be directly involved in at least one “mainstage” production in a specific capacity listed below and B) perform at least 48 hours of work for the company. These two sets of requirements are to be considered separately, but performance of duties from Part A can fulfill the requirements of Part B (with a few exceptions noted below.)

To fulfill the requirements of Part A, an individual must be involved in a Mainstage production in one of the following capacities:

    • Performer
    • Director/Assistant Director
    • Writer/Composer
    • Producer/Associate Producer
    • Designer
    • Board Operator
    • Stage Manager/ Assistant Stage Manager
    • Running Crew
    • Choreographer
    • Technical Director
    • Musical Director
    • Master Builder
    • House Manager
    • Work a minimum of ten “front of house” shifts for one Mainstage production

An individual may also fulfill their Mainstage requirement by serving as Producer, Associate Producer or Assistant producer of the April 1st Gala or the Fall Season Launch Party.

To fulfill the requirements of Part B, an individual must contribute the required hours performing any duties directly benefiting the company, including (but not limited to): attendance and participation in Builds, Strikes and Cleans, Front of House shifts, Committee work and attendance at Company meetings. Any hours worked in fulfilling Part A (Mainstage Production involvement) or any similar work done in other Sacred Fools productions (such as Off-night or Late Night) can also count towards fulfilling Part B with the exception of work performed in the following capacities: Performer, Director/ Assistant Director, Writer/Composer.

In addition, new members’ hour requirements shall be prorated for their first season based on when membership is extended to them:
1st Quarter: 48 hours
2nd Quarter: 36 hours
3rd Quarter: 24 hours
4th Quarter: 12 hours

Performance of any of the above duties must be verifiable through corroboration by the person(s) of responsibility in each instance. For example, producing tasks can be corroborated by the lead producer of a show, crew participation can be corroborated by the stage manager of a show, and committee work can be corroborated by the head (or co-heads) of a committee.

The Membership Committee will be responsible for keeping track of each member's progress in fulfilling his/her membership requirements.

D            Removal From Membership

Any Sacred Fools company members may remove themselves from membership at any time, thereby immediately excluding themselves from the benefits of membership and releasing themselves from their commitment to fulfill membership requirements.  The individual must contact the Membership Committee to make this known.

 

At each quarterly membership meeting, the Membership Committee will also bring into the discussion and vote the names of current company members that they recommend for removal from membership (if any).  Only the Membership Committee may make proposals for removal of individuals from membership.  Proposals for removal should only come when a member has failed to fulfill their membership requirements for at least a period of one year and/or the individual has demonstrated a verifiable harmful influence on the Company.  This harmful influence may be (but is not limited to) sexual harassment, physical violence or the threat of violence to anyone participating in the work done at Sacred Fools, or any illegal acts (as defined by local, state, and federal law) committed willfully on the premises of Sacred Fools Theater or upon any individuals participating in the work done for Sacred Fools.  If the Membership Committee decides it is appropriate, any recommendations for removal may also be part of the discussion process leading up to the membership vote.

The Managing Director shall have the authority to suspend membership of any member found in violation of the above on an emergency basis, if necessary.  He/she does not have authority to remove individuals from membership, but can exercise judicious authority to suspend any member who has demonstrated a verifiable harmful influence on the Company.  Such individual would be considered for removal from membership status at the next scheduled interval.

 

If any member is recommended for removal, the SAA will provide a separate section on the membership voting ballot with the names of any members recommended for removal.  The voting will consist of marking "Yes" or "No" to the question of whether each individual should be removed from membership.  A majority of "Yes" or "No" votes wins, with a tie resulting in a re-vote.  It is incumbent upon the Membership Committee to let any individual know if he/she has been removed from membership in Sacred Fools Theater Company.

 

III                   THE ADMINISTRATION AND STAFF

The Administration of Sacred Fools shall consist of the positions outlined below and the committees supporting them. It is recommended that each of the Administrative Heads outlined below recruit their own Committee Members from both Company Members and Non-Members.

Administrative Heads will give regular reports to the Company at Company Meetings.  Develop ongoing standard operating procedures and archives for their committees to be handed down to the next director of that position.  Coordinate all affairs of the committee.

A            MANAGING DIRECTOR (Appointed by the Board)

Handles legal responsibilities, real estate contracts, etc.  Acts as the Corporate Head officially responsible to the Board of Directors.  Makes decisions involving the future of the company with a long-term view.  Makes major financial decisions and creates the economic and physical environment to help create the art.  Works closely with the Artistic Committee and must approve all Artistic Committee decisions.  Is the final arbiter in all Company matters.  Only a decision by the Board of Directors may override the Managing Director’s authority.

1      Business Manger (Appointed by Managing Director)

Manages day-to-day business affairs.  bookkeeping, budgeting, deposits and disbursement of funds.

2      Director of Donations (Appointed by Managing Director)

Acquires outside hard goods and/or services.  Handles all tax issues as it pertains to donations of hard goods or services.

3      House Manager (Appointed by Managing Director)

Manages front of house – ticketing, ushers, concessions, etc. / Maintenance of building, maintenance of Reservations Book.  Phone line.

a      Concessions Coordinator (6 month term)

Responsible for stocking all food and drinks.

4      Marketing Manager (Appointed by Managing Director)

Coordinates all postcards, including deadlines, design requirements, printing and distribution. Brochures.

5      Publicist (Appointed by Managing Director/Salaried)

Press relations and releases.

6      Online Head (Appointed by Managing Director)

Website management. Office Computer management. And all other online company needs.

7      Production Manager (Appointed by Managing Director)

A liaison for all productions.  Works closely with the Tech Director.  Schedules space. Coordinates all current and upcoming production needs.

a      Tech Director (Appointed by Production Manager)

Maintaining tech equipment for set, sound and lights. Assisting in the fulfillment of all technical needs for all Company shows. Oversees set construction.

B            DEVELOPMENT DIRECTOR (Appointed by the Board)

Raises money for the Company.

C            ARTISTIC COMMITTEE (Elected by the Company/One Year Term)

3 individuals elected by a majority vote of the current active Company membership. Responsible for filling 12 months of programming, including, but not limited to Mainstage, Dark Night, Off Night and Late Night.

1      Literary Manager (Appointed by the Artistic Committee/One Year Term)

Compiles, reads, and coordinates all literary matter. Publishing.  Works closely with and makes recommendations to the the Artistic Committee.

D            SERGEANT AT ARMS (Elected by the Company/6 months)

Individual responsible for maintaining Rules of Order, Standing Rules and their practice within the Company. Maintains list of present eligible members and the guidelines for membership.  Facilitates communication of events and meetings to the company.  Maintains phone list and email (address) of all members and non-members actively involved in the theater.   Presides as “chair” at Company Meetings.

E            MEMBERSHIP COMMITTEE (Elected by the Company/One Year Term)

The Membership Committee will be responsible for reviewing each current member, and prospective member, and presenting their recommendations to the Company.

 

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RULES OF ORDER
Rules by which Company Meetings and the decision making process are run.
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R 1.0 DEFINITIONS:

·         Meeting – an official gathering, as scheduled by the Seargent-at-Arms

·         Member – a person with the right to full participation, including the right to vote.

·         Chair – the presiding officer.  In this case, the Sergeant-at-Arms.

·         Floor – when a proposal is “on the floor”, it is the topic to which the group should direct its attention.

·         Motion – a proposal made during a meeting which references the way in which the meeting is run.

·         Proposal – a formal proposal by a member in a meeting that the assembly take certain action and/or create changes or additions to the Rules of Order, or Standing Rules.

·         Pending – being processed by the Chair.  A proposal that has been made, but not concluded by the Chair.

·         Table – “to table something “ – to put into the care of the secretary for later consideration.

·         Quorum – 1/2 of the current Company Membership.  This is applicable for voting purposes only.

·         Majority – a majority of all Company Members present at a given meeting.

R 2.0 PROCEDURES DURING A MEETING

R 2.01       Obtaining the Floor:  No Member shall speak without first obtaining the floor by raising their hand to be recognized.  The SAA then recognizes the member by stating his/her name.

R 2.02      Motions:  Most motions pertain to the running of the meeting. Three things must take place before a motion can be considered by the Members:  The motion must be made, the motion must be seconded, the motion must be announced (read aloud) by the SAA.  (Once announced, the motion can only be withdrawn or modified at the request of the Member that made it – which requires a vote.)  Once read, if the motion is a debatable motion, the SAA inquires to the Members – “The floor is now open to debate.”

Types of Motions in order of precedence:

·    Adjourn – To end a meeting.
Decided by majority vote.  Not debatable.

·    Recess – To take a break.
Decided by majority vote.  Not debatable.

·    Point of Order – A request to the SAA that a rule is not being followed, or simply a question concerning the rules.
Is decided by the SAA.  Not debatable.

·    Appeal – Any decision of the SAA can be appealed.
Decided by majority vote.

R 2.03      Proposals:  Proposals must be in writing, presented at least 24 hours prior to a Company Meeting.  It is at the discretion of the SAA to deny a proposal made any time after the 24 hour period prior to a Company Meeting.  Once a Proposal is announced at a Company Meeting, the proposal can only be withdrawn or modified at the request of the Member that made it.  The SAA inquires to the Members – “The floor is now open to debate.”

·         Main Proposal – Any proposal introduced independent of any pending proposal.
Is debatable.  Decided by majority vote.

·         Amend – An amendment to the proposal on the floor. 
Is debatable.  Decided by majority vote.

·         Refer – To refer the pending proposal to committee/individual for further consideration. 
Is debatable.  Decided by majority vote.

·         Postpone – Postpone voting on a proposal until at least the next scheduled company meeting, allowing the SAA time to communicate the proposal to the Company at large.
Not debatable.  Decided by majority vote.

·         To Modify Debate – To either end, limit or extend limits of debate.  Is not debatable.  Decided by majority vote.

·         Object to the Proposal – Object to a proposal all together before it has been put to debate. 
Not debatable.  Decided by majority vote.

R 2.04      Debate: The SAA takes alternating opposing positions, each member being allowed a specified amount of time.  Getting only one opportunity to speak before all that wanted to have spoken.  Once all have spoken, members may speak again.  However, members that did not speak previously have precedence at that time.  The SAA may choose to speak in the order stated above.  However, he or she should defer the floor momentarily to an alternate SAA while speaking.  Non-members may not participate in debate leading to a vote concerning a Proposal

R 2.05      Voting: A vote on Proposals regarding Rules of Order, Standing Rules or other issues is decided by a majority of the Company Members present. To participate in debate leading to a vote and/or to participate in a vote, you must be a company member.  Subject to the approval of the SAA (Sergeant At Arms), any member may, with a viable excuse, cast an absentee or proxy vote.  The SAA votes only in case of a tie or a vote that the SAA’s vote would create a tie – does the SAA vote.  The SAA should defer the chair to an alternate if he or she is included on a ballot. Voting by secret ballot or by show of hands, is at the discretion of the SAA and is both debatable and appeal-able. The person who has submitted the Proposal, may request a ballot vote. In the case of a ballot vote, the SAA appoints two independent “tellers”. The “tellers” simply add up the subtotal votes for each choice – announce it so that all may hear.  And then the SAA announces the winner and submits it to company record.  All votes pertaining to an elected position are by ballot only.

R 3.0 THE RUNNING OF A MEETING BY THE SERGEANT AT ARMS:

Sergeant At Arms:

“If there are no objections, this meeting will be called to order.” (if none are given) “Having heard no objections, this meeting is called to order.  The rules by which this meeting will be run are a modified version of Robert’s Rules spelled out in our Company Rules of Order. A copy of those Rules of Order are available by request at any time. The purpose of these rules are to insure the right of the majority to rule, the right of the minority to be heard, and the right of the individual to participate in the decision making process.  All speakers in this meeting will treat one another with the finest decencies of society.”

“If at any time, you are unsure of how a meeting is being run, or you object to how the meeting is being run, you are strongly encouraged to make a motion to the SAA to a “point of order”.  You will be immediately heard by the SAA, and a decision will be handed down by the SAA.  However, the SAA’s decision may be overturned by an appeal and a majority vote of the attending members.  The SAA welcomes these motions as these meetings run smoothly only through the cooperation and participation of its members.”

“Sacred Fools is committed to doing new and exciting work that is best suited for live performance.  Sacred Fools is run by the company members.  It is a theater based on action.  Take action – if it is not a good one, the company will let you know.  Non-members are strongly encouraged to participate in any way, shape or form.  Membership is acquired by fulfilling the guidelines set by the company.  If you have an idea or action that you would like to take – simply ask the SAA and he/she will put you in contact with the appropriate committee head.  Non-members are also encouraged to participate in all discussions except debates leading to a vote.  If you intend to take action with us, please give your name, number and Email Address to the SAA to be included on our contact lists.  As well, please see the “Fools Only” area on our website at www.SacredFools.org on a regular basis. It is updated, often daily, and is the place where much business occurs between Company Meetings.  Welcome to Sacred Fools. We will now go around the room and introduce ourselves and any functions we may fulfill within Sacred Fools.”

·         Agenda: The SAA introduces the agenda.  “In the absence of any objections we will hear today’s agenda.” It should consist of the following:

·         Reading and approval of the minutes:  Hand out minutes of last Company meeting

·         Committee Heads Action Recap/Comm Goals: (Action Recap is the actions that the committee has taken since the last meeting.  Not to include action that has already been reported.  And secondly Committee Goals – Action that will be taken before the next meeting.  These goals will be included in the minutes and read at the next meeting.  Items for the agenda that require company discussion should be included in the unfinished or new business section of the agenda.)

·         Reports of Special Committees

·         Unfinished business

·         New business

·         Announcements

·         Company Brainstorm Topic:  (In order to concentrate on our larger company goals we set aside this remaining meeting time to concentrate on a specific goal that needs attention.) Today’s Topic is:

·         Adjournment

 

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STANDING RULES
Rules that govern the daily running of the theater.
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SR 011897a:     An Artistic Committee chooses plays and supervises other creative activities in the Theater.  The Artistic Committee will consist of three members who are elected by the company for a term of one year.

SR 011897b:     The three member Artistic Committee is elected by a ballot vote.  Each candidate is given two minutes to present their own artistic vision of the theater.  Each member is allowed three votes by ballot.

SR 011897c:     “Sacred Fools” passed unanimously as the name of the company.

SR 100800:       Mainstage ticket prices raised to $15.00. (14 for, 1 against, 4 abstentions)

SR 031803:       Establish a September to September season.  (37 for, 0 against, 0 abstentions)

SR 062401:       Producers and Directors of announced season shows will make a 10-15 minute presentation to the company about their show. (16 for, zero against, 5 abstentions)