About PHAMALy

Bylaws

Article I Corporation Name
Article II Objectives
Article III League Membership
Article IV Dues
Article V Board of Directors
Article VI Officers
Article VII Elections
Article VIII Meetings
Article IX Casting
Article X Removal and Replacement
Article XI Advance Notice
Article XII Amendments
Article XIII Policies and Procedures
Article XIV Limit of Indebtedness
Article XV Monetary Restrictions
Article XVI Indemnification and Insurance

Article I - Corporation Name
The name of this Corporation shall be Physically Handicapped Amateur Musical Actors League, Inc., and may be referred to in these bylaws as PHAMALy, the Corporation, and/or the League.

Article II - Objectives
The objectives of PHAMALy shall be:

SECTION A. To produce traditional theater in a nontraditional manner using actors with physical and/or mental disabilities.

SECTION B. To empower these actors as they acquire and improve their acting skills.

SECTION C. To provide training for theater professionals in methods of adapting their own productions to the special needs of people with disabilities.

Article III - League Membership
SECTION A. League membership shall be open to any person who is willing to subscribe to the objectives and abide by the rules of this organization. Neither the Board nor its agents shall discriminate on the basis of race, color, sex, marital status, sexual orientation, political ideology, age, creed, religion, socioeconomic status, ancestry, national origin, or presence of any sensory, mental, or physical disabilities.

SECTION B. League membership shall be granted upon submission of an official League application form, properly completed by the applicant, and payment of his/her dues.

SECTION C. Signature of legal guardian on official League application form is required for applicants under the age of eighteen (18). This membership shall entitle said individual to enjoy all the privileges of membership.

SECTION D. The Board of Directors reserves the right to refuse membership to any applicant who may seek to undermine the objectives of PHAMALy as outlined in ARTICLE II and the League's Policies and Procedures.

SECTION E. A League member shall not act as a representative of PHAMALy without the sanction of the Board of Directors.

Article IV - Dues
SECTION A. Dues for League membership shall be payable on or before February 1st of each year, and the name of any member whose dues have not been paid by February 1st shall be stricken from the membership records; however, the membership may be reinstated upon application and payment by the member of his or her dues for the year in which such application is made. Members joining at any time of the year after February 1st shall be granted membership upon payment of dues in full.

SECTION B. Annual dues for League membership shall be as follows:

$20.00 for each individual League membership
$25.00 for each Household membership entitling all members of a household League membership.

SECTION C. All dues shall be made payable to PHAMALy. The Treasurer shall collect dues.

SECTION D. League membership is good for one year from January 1 to December 31, and dues are not refundable.

Article V - Board of Directors
SECTION A. The Board of Directors, hereinafter referred to as the Board, shall consist of a minimum of eight (8) elected Members, including the Chairperson, Vice Chairperson, Secretary, Treasurer, plus the remaining to be at-large members, and except in specific instances, shall only vote as the Board of Directors.

SECTION B. A quorum consists of two-thirds of the Board Members. The Chairperson votes equally. In the event of an odd number of persons voting, the Chairperson abstains.

SECTION C. At any time the Board of Directors may conduct a vote by phone poll carried out by a member of the Executive Committee.

SECTION D. The Board shall be divided into three equal tri-annual terms. Terms of office will alternate, with two-thirds incumbents who shall remain on the Board to complete their term. One-third of the Board positions shall be filled at the Annual Meeting. A Board Member may run for re-election and be elected to any post.

SECTION E. Management of the organization shall be vested in the Board.

SECTION F. The Board must entertain any motion brought forward by two thirds of the General Membership.

Article VI - Officers
SECTION A. Chairperson

Shall be Chairperson of the Board of Directors.
Shall preside as the authority at all Board and Membership meetings of the organization and exercise all guidance and control of those meetings.
Shall approve and sign all checks drawn by the Treasurer.
Shall appoint all Committee Chairpersons as prescribed by the League's Policies and Procedures.
May serve as a member ex-officio at meetings of all committees except the Election Committee.

SECTION B. Vice Chairperson

Shall preside at all Board and Membership meetings in the absence of the Chairperson.
If the office of the Chairperson is vacated before the end of the term, the Vice Chairperson shall automatically become Chairperson for the remainder of that term and shall appoint a Board member as Vice Chairperson.
Shall be available to assist the Chairperson in a variety of duties as needed.
Shall preside as Chairperson of the Nominating Committee.

SECTION C. Secretary

Shall keep minutes of all Board and Membership meetings.
Shall conduct all correspondence as directed by the Board of Directors and the Chairperson.
Shall maintain a file of all correspondence and records of PHAMALy.
Shall notify Board members of special Board meetings.
Shall be responsible for notifying the general membership of any change in regular meeting date.
Shall record attendance at Board meetings.
Shall notify the Board of Board member absences as stated in Article X Section C.
Shall keep a permanent and separate record of all additions and/or changes to the Bylaws and Policies and Procedures.

SECTION D. Treasurer

Shall maintain all financial records and funds of PHAMALy.
Shall issue and sign all approved checks in conjunction with the Chairperson
Shall file annually with the US Internal Revenue Service a Return of Organization Exempt from Income Tax.
Shall file with the Secretary of State of Colorado the Corporation's report(s) as needed.
Shall maintain on behalf of the League any insurance authorized by the Board of Directors.
Shall give a financial report of all Board and Membership meetings.
Shall make financial records available to the general membership.
Shall accept all monies from and issue receipts as outlined in the League's Policies and Procedures.
Shall honor only those bills which are duly authorized as outlined in Article XIV.
May not serve as box office Chairperson.

Article VII - Elections
SECTION A. Nominations may be made to the Nominating Committee throughout the year, up to and including November 1st. Consent must be obtained prior to or at the time of submission.

SECTION B. The Nominating Committee shall compile a single slate ballot and also a short biography of each candidate's qualifications. This information is to be sent to the membership one month prior to the Annual Meeting. Elections shall be held at the Annual Meeting in January. Anyone elected to the Board of Directors must become a paid member within two weeks of election.

SECTION C. All members of the Board shall be elected by the general membership for a term of three years beginning February 1st, or until their replacements are elected.

The newly elected Board of Directors shall elect the Chairperson, Vice Chairperson, Secretary, and Treasurer.

SECTION D. Proxy votes and absentee ballots shall be recognized.

SECTION E. A majority of the votes cast is required to elect officers and Board members.

Article VIII - Meetings
SECTION A. The Annual Meeting shall be held in January.

SECTION B. Regular membership meetings shall be held monthly.

Those members present shall constitute a quorum.
All members shall receive 48 hours advance notice of any change in meetings.
Regular membership meetings shall be open to the general public and the general membership.
A member may vote either in person or by proxy. If by proxy, the proxy must be mailed to the League's current mailing address and must be received 48 hours before the meeting in which the voting is to take place.

SECTION C. Board meetings shall be held monthly.

Two-thirds of the Board members shall constitute a quorum.
All Board meetings shall be open to the general public and the general membership.
A special Board meeting may be called by the Chairperson, Vice Chairperson, or any three Board members.
A member may vote either in person or by proxy. If by proxy, the proxy must be mailed to the League's current mailing address and must be received 48 hours before the meeting in which the voting is to take place.

Article IX - Casting
SECTION A. A person must become a paid member of PHAMALy on or before auditions in order to be cast.

SECTION B. A cast member must have a physical and/or mental disability unless an able-bodied person is requested at the Director's discretion.

SECTION C. A cast member is required to have his or her disability under reasonable psychological and physical control in order to participate in a production.

SECTION D. A director cannot cast himself or herself in a leading role.

Article X - Removal and Replacement
SECTION A. Removal and replacement of League Member.

Two-thirds of the membership may require the Board of Directors to consider a resolution calling for the expulsion of a member, by submitting a signed letter setting forth their reasons to the Board.
Upon receiving such letter the Board of Directors shall contact the concerned parties within ten (10) days and call a special meeting to allow both the petitioners and the concerned member to discuss the issue.
If the Board of Directors approves a resolution to expel, a report of the finding of the meeting shall be sent, with a ballot and instructions to each League member within ten (10) days. Thirty (30) days after the mailing of such ballots those which have been returned shall be counted in the presence of the Board, and, if the necessary two-thirds of the League members shall have voted for expulsion, the concerned member shall be expelled and shall be notified in writing by the Chairperson within three (3) days.
Notice shall be given to all members of the termination of the concerned member's association with the Physically Handicapped Amateur Musical Actors League, Inc.

SECTION B. Removal of Board Members.

Two-thirds of the membership may require the Board of Directors to consider a resolution calling for the expulsion of a Board Member, by submitting a signed letter setting forth their reasons to the Board.
Upon receiving such letter the Board of Directors shall call a special meeting to allow both the petitioners and the concerned Board Member to discuss the issue.
If the Board of Directors approves a resolution to expel, a report of the findings of the meeting shall be sent, with a ballot and instructions to each League member within ten (10) days. Thirty (30) days after the mailing of such ballots those which have been returned shall be counted in the presence of the Board, and, if the necessary two-thirds of the League members shall have voted for expulsion, the concerned Board Member shall be expelled and shall be notified in writing by the Chairperson within three (3) days.
Notice shall be given to all members of the termination of the Board status of the concerned member. Membership stays intact.
The Chairperson shall appoint a member to fill any position vacated by such removal. In the event the Chairperson is removed, the Vice-Chairperson shall automatically fulfill the duties of the Chairperson for the remainder of that term and fill vacancies on the Board of Directors as needed.

SECTION C. The event of three (3) consecutive absences of a Board Member without notice, or six (6) absences within a year, shall constitute removal from the Board of Directors.

Article XI - Advance Notice
Personal or telephone contact 48 hours in advance or a postmark dated three days, not including Sunday, in advance, shall constitute 48 hours advance notice.

Article XII - Amendments
Amendments to the Bylaws may be made by the Membership by the majority of the membership present at a regular Membership Meeting, providing that all members have been notified regarding the Amendment at least 48 hours in advance.

Article XIII - Policies and Procedures
The Board of Directors shall adopt Policies and Procedures to govern the operation of the organization, provided they are not contrary to the Bylaws. A copy of these Policies and Procedures shall be made available to any member upon request.

Article XIV - Limit of Indebtedness
The Chairperson may, with the consent of two-thirds of the Board of Directors, obligate the League to contracts and written agreements which will exceed the Chairperson's term of office. Votes on such obligations shall be announced at least ten (10) days prior to the meetings where such votes shall be taken to allow interested members to submit statements concerning the subjects to be voted on. The Chairperson may obligate the League to a contract up to one-hundred dollars ($100.00) without vote from the Board of Directors.

Article XV - Monetary Restrictions
No officer, League member, or member of the Board of Directors shall make a profit from any performance, activity or association with Physically Handicapped Amateur Musical Actors League, Inc., except under expressed written consent or while under contract to PHAMALy.

Article XVI - Indemnification and Insurance
SECTION A. Indemnification of Agents

The League may indemnify any director, officer, employee, or agent, and any former director, officer, employee, or agent, and any person who may have served at its request as a director, officer, employee, or agent of another corporation (including corporations in which it owns shares of capital stock or of which it is a creditor), partnership, joint venture, trust, or other enterprise, whether for-profit or not-for-profit, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonable incurred by him/her in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which s/he may be or is made a party by reason being or having been such director, officer, employee, or agent, if s/he acted in good faith in a manner s/he reasonably believed to be in or not opposed to the best interests of the corporation. However, there shall be no indemnification in relation to matters as to which s/he is adjudged in such action, suit, or proceedings to be liable for negligence or misconduct in the performance of duty t o the corporation, or in respect of any claim, issue, or matter as to which s/he shall have been adjudged to be liable to the corporation and unless and only to the extent that the District Court in and for the City and County of Denver, Colorado, or such other court of forum in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the said District Court or other court or forum shall deem proper.

SECTION B. Payment of Expenses

The corporation may pay expense incurred by an officer or director in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer, to repay such amount if it shall ultimately be determined that s/he is not entitled to indemnification by the corporation under this Article. Such expenses incurred by other employees and agents may be paid upon terms and conditions, if any, as the Board of Directors deems appropriate.

SECTION C.

The provision of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption of these Bylaws, whether arising from acts or omissions occurring before or after the adoption.

SECTION D.

The indemnification and advancement of expenses provided by this Article shall not be deemed to be exclusive of any other rights to which such director, officer, employee, or agent may be entitled under any statute, bylaw, agreement, vote of the disinterested members or directors, or otherwise, and shall not restrict the power of the corporation to make any indemnification permitted by law.

SECTION E.

The Board of Directors may authorize the purchase of insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against or incurred by her/him in any such capacity, or which arises out of such person's status as a director, officer, employee, or agent, whether or not the corporation would have the power to indemnify such person against that liability under law.

SECTION F.

In no case, however, shall the corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986 (the Code), as not in effect or as may hereafter be amended. Further, if at any time the corporation is deemed to be a private foundation within the meaning of Section 509 of the Code during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941(d) or 4945(d), respectively, of the Code.

SECTION G.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.