On October 1, 2007, J. Spencer Ginder, Christina Ginder, S. Alexander Ginder (son of Spencer and Chris Ginder), Robin Ziegel, Shannen Johnston, and Janet Musciano decided to form a non-profit that would provide high quality theatre arts activities for children.Since most public and private elementary and middle schools do not have this type of educational and creative activity, we, the Founding Families believed the creation of Artistic Children’s Theatre (A.C.T.) was essential to a well-rounded education for children. As the Founders of A.C.T., we organized meetings with interested parents and children, established the A.C.T. Board of Trustees, adopted Articles of Organization and By-Laws, and conducted activities to become a 501 (c)3. Our first production as ACT was The Wizard of Oz,on June 19, 20, 21, & 22, 2008, at Towson University’s Historic Theatre, Steven’s Hall, in Towson Maryland. We believe that "Somewhere Over the Rainbow" dreams really do come true with the help of God and each other. The banner above illustrates the quality and care we take to give our ACT Families and their children a "Broadway Style" experience that provides wonderful memories and builds confidence and teamwork.

Articles of Organization and Bylaws For

 Artistic Children’s Theater

A.C.T.

Mission Of Artistic Children’s Theatre  -  

The Artistic Children's Theatre Organization transforms and advances the creative, artistic talents of community children ages five through adult by combining a quality professional theatre arts experience with a supportive, caring atmosphere that educates and challenges artistic children to develop their gifts by performing their best “on stage and behind the scenes.”  We recognize the value and enjoyment of community families working together, so we encourage every family member to participate in making our full scale live theatre production a success.

 

Article I: Membership and Meetings of Members

 

Section 1. The following shall be the By-laws of the Artistic Children’s Theater (A.C.T.), a non-profit educational and artistic entity, organized under the General Organization Law of the State of Maryland, and hereinafter called A.C.T.  Any of the sections or subsections conflicting with non-profit laws of the State of Maryland shall be considered null and void.

Section 2. The members of A.C.T. shall be the founders, trustees then in office, and additional persons who qualify in accordance with the following sections.

Section 3. Members

A. General Authorities. Except as may be otherwise provided by law, or by these By-Laws, the number, qualifications, rights, privileges, dues, fees, responsibilities, terms of membership, and the provisions governing the withdrawal suspension and expulsion of members shall be decided by the Board of Trustees.

B. Classification of Members. Members of A.C.T. shall be classified as follows:

(1)  Founding Members - Those members who, through their efforts were instrumental in the founding of A.C.T.

(2)  Active Members - Those members who actively participate in the functions of A.C.T. in accordance with the criteria established from time to time by the Board of Trustees.

(3) Sustaining Members - Those persons who support the efforts of A.C.T. as either Patrons or Archangels or in some other capacity in accordance with the criteria established from time to time by the Board of Trustees.

(4) Honorary Members - Any person who shall from time to time, be selected to be so honored by the Board of Trustees.

(5) Life Member - Those members who, in each of at least ten (10) years, have actively participated in A.C.T. by:

Having paid registration fees or been a Founding Member, and having been one of the following:

a) Active in at least one A.C.T. theater production

b) A committee chairman for at least one production

c) A member or prior member of the Board of Trustees

d) An active member of a committee for an entire year

C. Voting Qualifications. In order to qualify as a voting member of A.C.T., a member must meet the following criteria:

(1) Must be at least eighteen (18) years of age or have performed in one production.

(2) Must have Paid Production Registration, or be a Founding Member, or be a Life Member.

(3) Must have served A.C.T. in some phase of production or served as a Trustee or member of an active committee during the twelve month period prior to the annual election.

(4) Must have attended at least one (1) general membership meeting of A.C.T. during the preceding twelve month period.

D. Termination of Membership. Except as otherwise required by law or by these By-Laws, any right of members to vote and any right, title, and interest of any member in or to A.C.T. and its properties and franchises, shall cease and divest upon termination of his or her membership.

Section 4. Annual Meeting for the Election of Trustees.  The annual meeting of the members for the election of the Board of Trustees of A.C.T. shall be held at the office of A.C.T. or at such other place within or outside the State of Maryland as may be determined by the Board of Trustees. and as shall be designated in the notice of said meeting on the second Monday in the month of October of each year not a legal holiday (or, if said day be a legal holiday, then on such other day as determined by the Board of Trustees), for the purpose of electing Trustees and for the transaction of such other business as may property be brought before the meeting.

Section 5. Special Meetings. Special meetings of the members may be called by the Board of Trustees or by at least five (5) qualified voting members of A.C.T. by written petition to the Board of Trustees. Upon receipt of such a petition, the Board shall call a special meeting within ten (10) days which shall be held at the office of A.C.T. or at such other place within or outside the State of Maryland as may be designated in the notice of said meeting. Business at said special meeting shall be limited to that stated in the notice or petition.

Section 6. Notice of Meeting. Notice of the purpose or purposes and the time and place of the annual and any special meeting of members shall be in writing and signed by the Secretary or Assistant Secretary, and a copy thereof shall be served either personally or by e-mail upon each member of record entitled to vote at such meeting not less than seven (7) days prior to the meeting. Such further notice shall be given as may be required by law. No notice of an adjourned meeting of members need be given unless it shall be expressly required by statute. Annual or special meetings of members may be held without notice and without the lapse of any period of time provided that said requirements are waived in writing by the person or persons entitled to receive said notice.

Section 7. Quorum. At all annual or special meetings, a majority of the members entitled to vote shall, except as otherwise provided by law, constitute a quorum. If there be no such quorum, a majority of such members present may adjourn the meeting from time to time without further notice.

Section 8. Meeting Chairman/Secretary. Meetings shall be presided over by the Chairman of the Board of Trustees or, in his/her absence, by the Vice Chairman or, in his/her absence, by any other member

chosen by the membership present. The Recording Secretary of the Board of Trustees shall act as the Recording Secretary of the meetings or, in his/her absence, the Chairman shall appoint another to so act.

Section 9. Voting. At the annual or special meetings of A.C.T., each qualified member will be entitled to one vote. The voting may, but need not be, by ballot and plurality of the votes cast shall elect. Those members qualified to vote but unable to be present at the time of elections, may request an absentee ballot which must be in the hands of the Secretary prior to the time elections are held. Voting by proxy shall not be permitted.

ARTICLE II: Board of Trustees

Section 1. Constitution and Membership. The property, affairs, and business of A.C.T. shall be managed by its Board of Trustees, consisting of not less than seven (7) trustees, each of whom shall be a member during his or her Trusteeship.

The members of the first Board of Trustees shall be those persons elected by the Founders of A.C.T. The Board of Trustees shall be no less than seven (7) trustees until changed by an amendment to these By-Laws. Except as hereinafter provided, trustees shall be elected at the annual meeting of the members of A.C.T., and each trustee shall be elected to serve for one year and until his successor shall be elected and shall qualify; provided, however, that failure to elect trustees at the time designated therefore shall not work any forfeiture or dissolution of A.C.T. If and when the number of trustees shall be increased, the additional trustees then to be elected by a majority or the trustees in office at the time of the increase or, if not elected prior to the next annual meeting of the members of A.C.T., they shall be elected by said members.

Section 2. Quorum.  A majority of the members of the Board of Trustees when acting at a meeting duty assembled, but in no event less than one-third of the number of trustees authorized shall constitute a quorum for the transaction of business. If any meeting of the Board of Trustees there shall be less than a quorum present, a majority of those may adjourn the meeting without further notice from time to time until a quorum shall have been obtained.

Section 3. Vacancies.  In case of one or more vacancies shall occur in the Board of Trustees by reason of death, resignation or otherwise, the remaining trustees, although less than a quorum may, by a majority vote, elect a successor or successors for the unexpired term or terms. A vacancy in the Board of Trustees for the purposes of this section shall be deemed to exist whenever the members of A.C.T. shall fail to elect trustees.

Section 4. Meetings.  Meetings of the Board of Trustees shall be held at such place within or outside of the State of Maryland as may from time to time be fixed by resolution of the Board of Trustees, or as may be specified in the notice of the meeting. Regular meetings of the Board of Trustees shall be held at such times as may from time to time be fixed by resolution of the Board of Trustees, and special meetings may be held at any time upon the call of its Chairman by oral, telegraphic, or written notice duly served, sent or mailed to each trustee not less than two days prior to such meeting. A meeting of the Board of Trustees may be held without notice immediately after the annual meeting of the members of A.C.T. at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board of Trustees held at times fixed by resolution of the Board of Trustees. Meetings may be held at any time without notice if all the trustees are present or if at any time before or after the meeting those not present waive notice of the meeting in writing.

Section 5. Removal. At any special meeting of the members of A.C.T., duly called as provided in these By-Laws, any trustee or trustees may, by the affirmative vote of a majority of all the members entitled to vote, be removed from office, either with or without cause, and his or her successor or successors may be elected at such meeting or the remaining trustees may, to the extent the vacancies are not filled by such election, fill any vacancy or vacancies created by such removal.  No Founder may be removed by the Board of Trustees.

Section 6. Nominations and Elections.  Nominations for election to the Board of Trustees shall be made at a special meeting held for said purpose in the month preceding the annual meeting. Nominations shall be received from the floor. Only qualified voting members shall be able to nominate and each nomination must be seconded. Those (7) nominees receiving the highest number of votes shall be declared elected. In the event of a tie vote, election shall be decided by a toss of the coin.

Section 7. Qualifications.  In order to qualify for election to the Board of Trustees, a nominee must be a qualified voting member and must have attended at least two (2) general and/or special meetings during the preceding twelve month period.

Section 8. Term of Office. The members of the Board of Trustees shall serve for a term of one (1) year. Said term of office shall run from the first day of May in the year in which they are elected to the thirtieth day of April of the following year.

Section 9. Election of Officers. The newly-elected members of the Board of Trustees shall, as soon after their election as possible, elect a Chairman, Vice Chairman, Secretary and Treasurer, to serve as the officers of said Board. Further, the Board of Trustees may, from time to time elect such other officers as it deems necessary.

Section 10. Duties and Responsibilities of Officers. The duties and responsibilities of the offices of the Board of Trustees shall be as follows:

Chairman - As principal executive of the Board of Trustees, coordinates and manages the activities of A.C.T.; presides at all meetings of the Board of Trustees and all general specific or annual meetings of A.C.T.

Vice Chairman - Assumes the duties and responsibilities of the Chairman in his or her absence.

Secretary - Responsible for recording the minutes of all meetings of A.C.T. and of the Board of Trustees and maintaining all official records and correspondence.

Treasurer - Maintains the financial records of A.C.T. in accordance with generally acceptable accounting procedures; has authority to receive and disburse funds in order to satisfy authorized expenditures and is responsible to the Board of Trustees for all financial transactions of the Board of Trustees.

ARTICLE III: Committees

Section 1. General Authorities. The Board of Trustees shall, in its discretion, by the affirmative vote of a majority of the members, establish such committees and appoint such Chairmen as it shall from time to time, deem necessary in order to conduct or perform the various duties, functions and responsibilities of A.C.T. Said committees shall have and may exercise such powers as shall be conferred or authorized by the resolutions appointing them. A majority of any such committee, if the committee is composed of more than two (2) members, may determine its action and fix the time and place of its meetings, unless the Board of Trustees shall otherwise provide. The Board of Trustees shall have the power at any time to fill vacancies in, to change membership of, or to discharge any such committee.

Section 2. Terms of Office. The term of office of the Committee Chairmen appointed by the Board of Trustees shall be one year and shall coincide with the term of office of the Board of Trustees.

Section 3. Vacancies. In the event a vacancy shall occur in the chairmanship of any committee by reason of death, resignation, or otherwise, the unexpired term of said chairman may be filled by the Board of Trustees.

Section 4. Duties and responsibilities. The committee chairmen appointed by the Board of Trustees shall have the duties and responsibilities as may be, from time to time, established by said Board.

ARTICLE IV: Indemnification

Every person who is, shall be, or shall have been a trustee or officer of A.C.T. and his personal representatives shall be indemnified by A.C.T. against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a trustee or officer of A.C.T. or of any subsidiary or affiliate thereof, except in relation to such matters as to which he shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his duty as such trustee or officer. Said costs and expenses shall include but without limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement.

                                                                                                                                          

ARTICLE V: Informal Action

Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee therefore may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of the committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or the committee.

ARTICLE VI: Fiscal Year

The financial year of A.C.T. shall begin on the first (1st) day of January in each year and shall end on the thirty-first (31st) day of December (calendar year), unless otherwise determined by the Board of Trustees.

ARTICLE VII: Corporate Seal

The official seal of A.C.T. shall have inscribed thereon the name of A.C.T. and the year of its founding and shall be in such form and contain such other words and/or figures as the Board of Trustees shall determine. The official seal may be used by printing, engraving, lithographing, stamping, or otherwise making, placing or affixing, upon any paper or engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.

ARTICLE VIII:  Dissolution of Assets

Upon dissolution of A.C.T., the remaining assets will be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scientific purposes related to non-profit organizations.

ARTICLE IX:  Amendments

These By-Laws may be amended, altered, or repealed, by a vote of two-thirds (2/3) of all the qualified voting members present at a special meeting called for said purpose, provided a quorum is present and

written notification stating the purpose of said meeting has been made to all qualified voting members at least ten (10) days prior to said meeting.

I hereby certify that the foregoing is a full, true, and correct copy of the A.C.T. Articles of Organization  and By-Laws, a non-profit entity of Maryland, as is in effect on the date hereof.

A.C.T. Founders created – November 1, 2007

A.C.T. Board of Trustees Approved – November 12, 2007, as stated in the November 12, 2007 minutes.