Bylaws

The Bylaws of the

Tri-Rivers Clown Alley

Pittsburgh, Pennsylvania

Article I

Identification

The name of this Clown alley is the “Tri-Rivers Clown Alley” (the Alley).

Article II

Purpose

The Purpose of the Alley is to uphold the grand tradition of providing wholesome clowning entertainment. Specifically, the Alley shall:

1.      Promote the craft of clowning in Pittsburgh, PA and surrounding areas.

2.      Provide quality entertainment at a variety of events for both profit and nonprofit organizations.

3.      Provide educational opportunities for it’s membership through monthly meetings, seminars, and hand on training.

4.      Raise funds to cover the expenses of it activities and to provide contribution to worthy local charities.

Article III

Membership

Section 1 Active members shall be those persons who

1.      have demonstrated interest in performing as a clown.

2.      are eight years of age or older.

3.      have completed and submitted to the Secretary of the Alley and application for membership which has been accepted.

4.      have a current and acceptable criminal check on file with the Secretary of the Alley if applicable.

5.      who are members in good standing one of the national or international clown organizations including but not limited to World Clown Association, Clowns of America International, Clowns International, Caledonian Order of Clowns and or Shriners International.

6.      have agreed to abide by all Alley rules, codes of conduct and policies.

7.      have participated in at least three (3) Alley Events (gigs or alley workshops) and 5 monthly meetings within the preceding twelve (12) months or have otherwise actively participated in Alley activities as determines by the Board of Directors

Active members are entitles to attend and vote at all meetings of the general membership of the Alley.

            Active members must wear an Alley identification badge distributed by the Alley at all Gigs in which they participate on behalf of the Alley.

Section 2 Nonactive Members

Nonactive membership shall consist of those persons who fail to meet one or more of the qualifications for active membership. They must be members in good standing of a national or international clown organization. If over 18 an acceptable criminal check on file with the Secretary of the Alley with in the last five years.

            Nonactive members are entitled to attend all Alley meetings and events and to participate in all Alley gigs and other events under the same conditions as apply to active members. They may not vote in Alley Elections and may not hold any official position with the Alley.

Section 3 Suspension and Termination

            The Board of Directors of the Alley may, by majority vote, suspend for any period of time or terminate the membership of any person, whether an active, nonactive, junior members, for violation of any rule, code of conduct, or policy adopted by the Alley. The membership of any such member may be reinstated on such terms and conditions as the Board prescribes by majority vote.

Article IV

Officers

Section 1 Officer and Board of Directors

a. The officers of the Alley shall consist of the President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms. The officers shall constitute the Board of Directors (the Board) which

1.      shall oversee the operation and activities of the Alley to ensure that it carries out it’s purposes

2.      shall propose for adoption by the membership of such rules, codes of conduct, and policies, including a policy on dues, as it deems appropriate and consistent with the purposes of the Alley and these bylaws.

3.      shall determine whether a gig shall be contributed free of charge.

4.      shall maintain the Alley’s special tax exempt status under state and federal law

5.      shall determine whether to apply for any additional special tax exempt status under federal or state law for the Alley.

6.      shall have such other specific functions as identified hereafter in these bylaws.

b. The Board shall obtain and keep in effect acceptable liability insurance to cover the Alley and it’s members for claims resulting from the activities of the Alley and of it’s members action on behalf of the Alley.

Section 2 President

            The President (or Boss Clown) shall be the chief executive officer of the Alley, shall preside at all meetings of the general membership of the Board, and shall call special meetings of the Board and membership when appropriate. He or she shall see that all order and resolutions adopted by the Board and the membership are implemented. The President shall appoint, with the approval of the Board, such committees and members of the committees as he or she determines are necessary to carry out the purposes of the Alley. With Board approval, he or she shall also annually appoint an active member to serve as the Booking Director for the Alley and, if appropriate, active members to serve as the chairpersons of various Alley functions, including Social, Membership, Fundraising, Recruitment, Web Site, Public Relations and Education and at the time of their appointment, identify their responsibilities. The President shall be a member ex officio of all committees, and shall have the power and authority to perform all other duties necessary to carry out the foregoing functions.

Section 3 Vice President

            The Vice President, in the absence of the President or in case of the inability of the President to act, shall perform the functions of the President.

Section 4 Secretary

           

            Unless a temporary substitute has been appointed by the President to perform his or functions, the Secretary shall attend all Alley and Board meetings, act as the clerk of the Alley and Board, and record all correspondence, votes and minutes of all proceedings (other than committee meetings) in the books to be kept for the purpose. The Secretary shall give notice of all meetings of the Alley other than committee meetings. The Secretary shall answer all correspondence that come to the Alley or direct the correspondence to the appropriate officers, committees or directors. The Secretary shall also prepare and distribute to the membership a monthly newsletter describing the actions taken at the most recent meetings of the Alley membership and the Board as well as other information of the general interest to the membership.

Section 5 Treasurer

            The Treasurer, subject to the supervision of the Board, shall have custody of the Alley funds and shall keep full and accurate account of receipts and disbursements in books belong to the Alley. The Treasurer shall sign all checks on behalf of the Alley. He or she shall monitor the deposit of all Alley monies in such insured depositories as may be designated by the Board. The Treasurer shall prepare or cause to be prepared monthly income and expense reports for the Alley and required tax and related filing. The Treasurer shall provide a report of the Alley’s income and expenses at each meeting of the general membership.

Section 6 Sergeant-at-Arms /  Parliamentarian

            The Sergeant-at-Arms/Parliamentarian shall keep order in meetings of the general membership, shall resolve issues of parliamentary procedure under Robert’s Rules of Order, and shall undertake such other functions identifies by the Board as are consistent with these bylaws.

Section 7 Election, Qualification, and Terms of Office

1.      All candidates for the position of Alley officer shall, at the time of the announcement of their candidacy, and at the time of their election be active members of the Alley.

2.      Nominations for the position of Alley officer shall occur at the September meetings of the Alley. Elections shall be conducted during the regular business meeting of the Alley schedules during the month of November.

3.      Election as an officer requires a majority vote.

4.      The term of each newly elected or reelected officer shall commence January 1 of each year unless he or she is removed from office, dies, resigns, becomes inactive member, or is terminated or suspended as a member.

5.      Any active member is eligible to vote at any election of officer of the Alley.

6.      Write in votes are not permitted in elections for Alley officers.

7.      If any incumbent officer of the Alley becomes a nonactive members or has his or her membership terminated or suspended, he or she shall no longer serve as an officer.

8.      If an officer dies, resigns, is removed from officer, or the office otherwise becomes vacant, the office shall be filled for the remainder of the former officer’s term by special election called by the Board.

Section 8 Removal from Office

            The active membership of the Alley, at a regular or special meeting called for that purpose may, by two-thirds (2/3) vote of the entire active membership, remove any officer for any reason by declaring that the office is vacant.

Article V

Meetings

Section 1 Meetings

a. There shall be a general membership meeting conducted each month on a date set in advance by the President. The Agenda shall be determined jointly by the President and the Board, subject to new business matters raised by members including such proposed rules, codes of conduct or policies as members deems appropriate.

b. The Board shall meet at a time and place determines by it. All Board Meetings shall be open to the membership unless a majority of the Board determines that concerns of confidentiality or privacy dictate that the meeting be closed to the general membership.

Section 2 Notice of Meetings

a. The notice of all upcoming Alley meetings of the general membership shall be given to all members. Unless circumstances dictate otherwise, the notice must be given no less than seven (7) days prior to the meeting. The notice shall be given by first class mail, e-mail, or announcement at a regularly schedules meeting of the general membership.

b. Notice of upcoming Board Meetings shall be given to the officers and members in such manner and at such time as the Board determines appropriate.

Section 3 Quorum

            Except in the case of voting on an amendment to these bylaws pursuant to Article V Section 8 or in the case of removal of an officer pursuant to Article V Section 7, a quorum to do business at any meeting of the general membership shall be five (5) active members. A quorum to do business at a Board meeting shall be three (3) officers.

Section 4 Parliamentary Procedure

The rules contained in the most current edition of Robert's Rules of Order shall govern the Alley in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Alley may adopt.

Article VI

Amendments to the Bylaws

These Bylaws may be amended at any regular meeting of the general membership. Notice of a proposed amendment shall be given no less than 30 days prior to it’s consideration by the membership. In order for the amendment to pass, it shall require a majority vote of the entire active membership.

Article VII
General Authority

Section 1. The Alley may, on the motion of the President, Board, or an active member, adopt such regulations, codes of conduct, and policies as are appropriate and consistent with these bylaws to carry out the purposes of the Alley as set forth in Section II.

Section 2. Correct and complete books, which include records of accounts and transactions and minutes of the proceedings of membership meeting and Board Meetings, shall be maintained in good order and reviewed at appropriate times by the Board.

Sections 3. The fiscal year of the Alley shall be January 1 through December 31.

Article VIII

Dissolution

            In the event that the Alley shall cease to exist, then the persons who are members of the Board, even if less than a quorum, shall be authorized to select another organization  dedicated to similar purposes to succeed to the powers and property of the Alley. In dissolution, none of the monies and property of the Alley shall be distributed to the benefit of any member or officer but, rather, shall be distributed to pay outstanding obligations of the Alley and , if money is left over, to the chosen successor or, if none, to a charity or charities designated by the members of the Board.

2/18/2013