(Ratified: April 8, 2016)

Article I. Name and Seal 

The name of this Association shall be The Stage Managers’ Association. Its seal shall be of a design adopted by its membership. Its principal offices shall be in the City and State of New York where the Association shall be registered as a 501(c)(6) not-for-profit corporation. It shall continue until dissolved.

Article II. Purpose 

The purposes of this Association shall include, but shall not be limited to:

  1. Protecting and promoting the interests of professional Stage Managers;
  2. Serving as a resource and networking hub for the dissemination and advancement of ideas and developments in the craft of stage management;
  3. Recognizing and promoting the recognition of professional Stage Managers at all career levels; and
  4. Educating and advising those interested in the art and techniques of stage management.

Article III. Bylaws & Manual of Procedures 

  1. Bylaws, along with these Articles of Incorporation, shall constitute the operating guidelines of the Association.
    1. An initial set of Bylaws shall be adopted in concert with these Articles of Incorporation. Both documents must be approved for either to be a valid replacement to the current governance document of the Stage Managers’ Association. This sub-paragraph (Article III Paragraph 1(a)) shall expire following the adoption of these Articles and associated Bylaws.
  2. The Board of Directors shall adopt a Manual of Procedures to provide for the day-to-day operations of the Association under the Articles of Incorporation and Bylaws. Said Manual shall be adopted and revised as provided in the Bylaws of the Association.
    1. An initial Manual of Procedures shall be adopted by the Board of Directors within ninety (90) days after the first election governed by these Articles of Incorporation and associated Bylaws. This sub-paragraph (Article III Paragraph 2(a)) shall expire following said adoption.

Article IV. Governance, Membership & Fiscal Year 

  1. The governing body of this Association shall be known as the Board of Directors and shall consist of at least the Corporate Officers of Chair-person, two (2) Vice-Chairs, two (2) Secretaries, and one (1) Treasurer. Other seats on the Board of Directors shall be defined in the Bylaws of the Association.
  2. The Board of Directors, on its own initiative, shall have the power to take any action necessary and render any decision necessary to carry out fully and adequately all provisions contained in the Bylaws and Articles of Incorporation of this Association. In order to effect such action the Board of Directors shall have the right to represent and act for any Member or Members and/or to appoint representatives to act for any Member or Members on its behalf and to take such further action as it may deem necessary.
  3. All Officers and Members of the Board of Directors shall be elected as defined in the Bylaws of the Association. No revision to the terms of a Director shall take effect prior to the next election affecting said Director.
  4. There shall be one (1) standing membership category: Professional Membership. The Board of Directors shall have the authority to establish additional membership categories as set forth in the Bylaws of the Association.
  5. Each Professional Member shall enjoy all benefits of the Association including, but not limited to: full voting privileges, eligibility to serve as a Director of the Association, and/or to serve as a committee chair.
  6. The Board of Directors shall have the authority to establish eligibility requirements and application procedures for Professional Membership. The fiscal year of the Corporation shall commence on the first day of January in each year.

Article V. General Clauses 

If any portion of these Articles of Incorporation shall be, or be held to be, illegal, such portion shall be deemed to be separable from the other portion of the Articles and shall not affect same.

Article VI. Amendments & Modifications 

  1. A resolution adopted by two-thirds (2/3) of the Board of Directors, or twenty percent (20%) of Professional Members in good standing, by petition in writing addressed to the Secretaries of the Association, may propose amendment to, replacement or repeal of, the existing Articles of Incorporation.
  2. Any such proposal shall be submitted to the Membership at least two (2) weeks prior to a Special Membership Meeting where they shall be discussed. Within thirty (30) days following said meeting, it shall be submitted to the membership of the Association for referendum vote, and shall become effective if approved by a majority of the Professional Members of the Association. Eligible Members shall have no less than seven (7) days, and no more than thirty (30) days, in which to cast their ballot.
  3. The standing Governance Committee shall establish rules for, and execute, any referendum as directed in this Article. Should there be no standing Governance Committee, a special rules committee shall be appointed as in Article VII Paragraph 2 to act in its stead.

Article VII. Dissolution 

  1. By resolution adopted by two-thirds (2/3) of the Board of Directors and ratified by a two-thirds (2/3) majority of the Professional Members in good standing present in person or by proxy at a Special Meeting called for the purpose, a referendum concerning the dissolution of this Association shall be submitted to the membership of the Association for referendum vote. Said referendum shall require a two-thirds (2/3) majority vote of all professional members to pass.
  2. Upon such dissolution all assets and property of the Association, after payment of all necessary expenses and debts, shall be distributed to organizations exempt from Federal Income Tax under the provision of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.
  3. The Board of Directors shall have the full power to settle up the affairs of the Association and to sell and dispose of and to give good title to any and all of its property, both real and personal, and shall make division in accordance with the terms of this article.
  4. A special Rules Committee shall be appointed by the Board of Directors, consisting of no less than 5 Professional Members of the Association in good standing, the serving Chair-person and any Past Chairs sitting on the Board of Directors. Said special committee will establish rules for, and execute, any referendum of Dissolution.