MISSION STATEMENT
The mission of the American Southwest Theatre Company is to enrich the theatrical and educational experience for NMSU students and for our community by providing supplementary funding to support professional theatre personnel, students and production/educational resources. ASTC values respect, collaboration, initiative, education, community outreach, and diversity.
ARTICLE I
NAME. LOCATION. & OFFICES
1.01 Name
The name of this corporation is American Southwest Theatre Company.
1.02 Principal Office
The principal office of the corporation is located at the NMSU Theatre Arts Department,
1000 E. University Ave. Las Cruces, NM 88003, P.O. Box 30001; MSC3072, Las Cruces,
NM 88003-8001, with the initial office of the corporation being as is set forth in the Articles
of Incorporation. For the purpose of these Bylaws, any reference to the "principal office" of
the corporation shall be deemed to refer to such locations as may be determined by the Board
of Directors and set forth in a resolution duly adopted. The corporation may have other such
offices as the business of the corporation may require and the Board of Directors may
determine.
ARTICLE II
SEAL
2.01 Seal
The corporation shall not have a corporate seal.
ARTICLE III
PURPOSES & POWERS OF THE CORPORATION
3.01 Purposes
The corporation shall carry on and engage in such endeavors as may be deemed necessary
and/or advisable and authorized by the Articles of Incorporation and the Nonprofit
Corporation Act of the State of New Mexico.
3.02 Powers
The corporation shall have all corporate powers provided in the New Mexico Business
Corporation Act and shall be entitled to do all things necessary or convenient for the
accomplishment or furtherance of any of the business purposes herein stated or stated in the
Articles of Incorporation and to do all things necessary or convenient for the protection and
benefit of the corporation.
ARTICLE IV
MEMBERS
4.01 Members
The Corporation shall have no members.
ARTICLE V
BOARD OF DIRECTORS
5.01 General Powers
The business and affairs of the corporation shall be managed by its Board of Directors. The
Board of Directors may adopt such rules and regulations for the conduct of its meetings and
management of the business affairs of the corporation, as it may deem proper, not
inconsistent with the Nonprofit Corporation Act of the State of New Mexico, the Articles of
Incorporation, or these Bylaws. The Board of Directors shall cause an annual examination of
the books and records of the corporation by an accountant or other qualified person to be
selected by the Board of Directors, and copies of the report will be made available to the
Directors.
5.02 Number & Tenure
The number of Directors of the corporation shall be between five (5) and twenty-eight (28)
voting Directors. Each Director shall hold office for their specified term, or until a
successor shall have been elected or qualified, or until their death, or until they shall
resign or have been removed as herein provided. Terms of office for Directors shall be for
two (2) years and shall generally begin with the new fiscal year. Directors who are elected
more than halfway through the year shall be considered interim Directors for the remainder
of that year and shall begin the standard two-year term on July 1. Interim Directors shall
have all the same rights and responsibilities as non-interim Directors. There are no prescribed
limits to the number of terms a Director may serve. A Director may be elected for shorter
terms to fill vacancies or for other good reasons. Election as a Director shall not of itself create any contract rights. In the event that the Board membership falls below 5, the corporation shall
continue to conduct business. Increased effort will be made to recruit new Directors until this
minimum number is restored.
A maximum of three (3) Theatre Department Student Directors may be appointed by the Department Head of New Mexico State University Theatre Arts with input from the Board for a term of one (1) year, with an optional additional one (1) year to follow. Student Directors will serve in an advisory non-voting capacity to the ASTC Board of Directors.
5.03 Ex-Officio Directors
The Department Head of New Mexico State University Theatre Arts shall serve as an Ex-Officio member of the American Southwest Theatre Company Board in a non-voting advisory capacity, as well as liaison between the corporation and New Mexico State University.
5.04 Eligibility
Each Director shall be at least eighteen (18) years of age at the time of their election to
the Board. Additionally, it is recommended that Directors shall meet the following criteria, which must be fully explained to them by the Board Membership Committee: 1) annually purchase a season ticket; 2) assist with ASTC theatre event activities; 3) attend Board meetings and fully participate in assigned committee and Board activities; and 4) contribute financially to American Southwest Theatre Company.
5.05 Board Membership Committee
The Board of Directors shall appoint a Board Membership Committee. The Board
Membership Committee shall recommend the necessary qualifications for Board membership
and recommend candidates for election to the Board. The Board Secretary shall be
responsible for seeing that the Board membership list is updated annually,
that name badges are provided as needed, and that appropriate orientation of new Directors takes
place. The names of proposed new Directors shall be presented by the Committee at the next
regular Board meeting. A proposed new Director shall be voted on as soon as possible after
their name is proposed.
5.06 Removal of Director
Any and all non-Ex-Officio Directors of the Board may be removed with cause by a majority
vote of the Directors attending any meeting at which such removal is considered, and at
which there is in attendance a quorum of the Board. Cause for removal may consist of willful
misconduct, dishonesty, lack of participation in activities and/or missing four (4) meetings in
a period of twelve months or three (3) consecutive meetings, or any other reason that may be
specified by the Board of Directors in advance. A Director may be removed without cause
only upon a vote of seventy-five percent (75%) of the voting Directors of the Board. A
Director may resign at any time by giving written notice to the President of the Board of Directors. Unless otherwise specified in the notice, the resignation will take effect upon its receipt.
5.07 Regular Meetings
The frequency and dates of regular meetings of the Board of Directors shall be fixed by the
Board of Directors. The Annual Meeting shall take place in May in lieu of a regular monthly
meeting. Official elections and review of required documents (bylaw, etc.) shall take place at the Annual Meeting. Meetings may be conducted in person and by zoom.
5.08 Special Meetings
Special meetings may be called by the President, or any two (2)
Officers (See Article VI), or at the request of any three (3) Directors.
5.09 Notice of Special Meetings
Notice of special meetings and their purpose shall be sent by email or telephone not less than (2) days prior to the date of such meeting.
5.10 Quorum
One-third of the Directors in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
5.11 Voting
At any meeting of the Directors, every voting Director present in person at such meeting shall
be entitled to one (1) vote and, except as otherwise provided by law or by these Bylaws, the
act of majority of the Directors present in person at any meeting at which a quorum is present
shall be the act of the Board of Directors. Directors may not vote by proxy. Only Directors
may vote. In lieu of in-person voting, the President may request a vote electronically. This vote may occur between regularly scheduled meetings. Electronic ballots must contain a response due date and time. Electronic votes will be tabulated by the requestor and the results shared to all Directors. One third of the Directors must reply to constitute a quorum.
5.12 Informal Action by Directors
Any action which might be taken at a meeting of the Board of Directors may be taken
without a meeting if consent in writing setting forth the action so taken is approved by at
least a quorum of all Directors entitled to vote with respect to the matter under consideration
or with unanimous approval of the Officers.
5.13 Vacancies
Any vacancy occurring on the Board of Directors, and any Directorship to be filled by reason
of an increase in the numbers in Directors, may be filled at any regular meeting of the Board
of Directors.
5.14 Compensation
No compensation will be paid to any member of the Board of Directors for services as a
Director.
5.15 Presumption of Assent
A Director who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to the action taken
unless their dissent shall be entered in the minutes of the meeting or unless written
dissent of such action is filed with the secretary of the meeting before adjournment thereof.
5.16 Liabilities of Directors
No person who is now, or who later becomes, a Director of the corporation shall be
personally liable to its creditors for any indebtedness or liability; and any and all creditors
shall look only to the assets of this corporation for payments.
ARTICLE VI
OFFICERS
6.01 Number
The officers of the corporation shall be a president, one or more vice-presidents (the number
to be determined by the Board of Directors), a treasurer, a secretary; and such other officers
as may be elected or appointed by the Board of Directors. Other than that of President,
offices may be jointly held by a single Director. The Theatre Arts Department Head as an Ex-Officio Director is considered to be a non-voting officer of the Board.
6.02 Election & Term Office
The officers of the corporation shall be elected annually (at the May meeting) by the Board of
Directors no later than May 31 for a one-year term beginning July 1. If the election of officers
cannot be held by such date, the election shall be held as soon thereafter as may be
reasonably convenient. Vacancies, or new offices, may be filled at any meeting of the Board
of Directors. Each officer shall hold office for one year, or until their death, or
resignation, or removal in the manner described herein unless special circumstances, as voted
by a quorum of the Board, deems necessary for a shorter period. Any officer may have their
term of office extended when approved by the Board of Directors.
6.03 Removal
Any officer elected or appointed by the Board of Directors may be removed with cause by a
majority vote of the Directors attending any meeting at which such removal is considered,
and at which there is in attendance a quorum of the Board. Cause for removal may consist of
willful misconduct, dishonesty, lack of participation in activities, misappropriation of funds,
persistent absences and/or failure to perform the duties of the office to which elected or
appointed.
6.04 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise
shall be filled by the Board of Directors for the unexpired portion of the term.
6.05 President
The President shall be the principal executive officer of the corporation and shall supervise
and control all of the business and activities of the corporation. The President, shall have the authority to sign all contracts and other documents that the Board has authorized to be executed.
The Board of Directors may delegate the signing of contracts and other documents to another officer of the corporation. In addition, the President shall in general perform all duties
incident to the office of President and such other duties as shall be prescribed by the Board.
6.06 Vice-President
In the absence of the President or in the event of his or her inability or refusal to act, the
Vice-President (or in the event that there be more than one Vice-President, the Vice-
Presidents in the order of their election) shall perform the duties of the President. When so
acting, the Vice-President shall have all the powers of and be subject to all the restrictions
upon the President. Any Vice-President shall perform such other duties as from time-to-time
may be assigned by the President or by the Board of Directors.
6.07 Treasurer
The Treasurer shall:
A. Have the charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for monies due and payable to the corporation
from any source whatsoever; and, see that all monies and other valuable effects in the name
of the corporation are properly deposited and accurate accounts are maintained;
B. Disburse, or cause to be disbursed, the funds of the corporation based upon
vouchers for such disbursements;
C. Provide a monthly report indicating the income and expenditures of the
organization;
D. In general, perform all the duties related to the office of Treasurer and such
other duties as from time-to-time may be assigned by the President or by the Board of
Directors.
6.08 Secretary
The Secretary shall:
A. Keep and distribute the minutes of the meetings of the Board of Directors and
Executive Committee;
B. See that all notices are duly given in accordance with the provision of these
Bylaws, or as required by law;
C. Keep a register of the post-office address, phone number, and e-mail address
of each Director of the Board that shall be furnished to the Secretary by such Director. The
list shall be distributed by the Secretary to the Directors as the list is updated;
D. Assure that all registrations, renewals,
and updates of the organization are registered with the state, according to law;
E. In general, perform all duties related to the office of Secretary and such other
duties as from time-to-time may be assigned by the President and the Board of Directors.
6.09 Ex-Officio Director
The Department Head of the Theatre Arts Department of New Mexico State University will serve as an Ex-Officio Director of the ASTC Board in an advisory capacity and as a liaison between the corporation and New Mexico State University.
6.10 Executive Committee
The President, the immediate Past President if still a Director, the Vice President(s),
Secretary, and Treasurer constitute the Executive Committee. A majority of members of the Executive Committee shall constitute a quorum for the purpose of making recommendations to the Board. The Department Head of the Theatre Arts Department of New Mexico State University may attend Executive Committee meetings at the request of the Board President.
A. The Executive Committee may meet on a regular basis or as often as its
members shall agree. Special meetings of the Committee maybe called by the President or any two (2) members of the Committee acting in concert;
B. The Executive Committee shall be delegated responsibility for acting upon
any and all matters having to do with the day-to-day operations of the corporation in an
emergency situation until such time as at least a quorum of the Board can convene. Any
actions taken by the Executive Committee in such emergency situations must be reported to
the Board as soon as possible. This may be done by e-mail;
C. The Executive Committee may appoint committees to carry out specific duties
and functions, consistent with the Articles of Incorporation and the Laws of the state of New
Mexico. The chairperson and members of such committees shall be appointed by the President
or their proxy, and the committee shall report to the Board or Director specified by the
Executive Committee.
ARTICLE VII
CONTRACTS, LOANS, CHECKS, & DEPOSITS
7.01 Contracts/Invoices
Any ASTC contracts or disbursement of funds shall be authorized and signed by the President or the Treasurer or an assigned proxy. No contract shall be signed by the President or by any other
officer or director or agent of the corporation, unless the same is authorized by the Board of
Directors of the corporation.
7.02 Loans
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness
thereof shall be issued unless authorized by a resolution of the Board of Directors. Such
authority shall be confined to specific instances.
7.03 Checks. Drafts. Etc.
All financial transactions must be approved by the Board and noted in the minutes.
Electronic votes necessary to approve a transaction that needs approval prior to a board meeting may be conducted with approval of the President. These transactions will be recorded at a subsequent board meeting.
The President and Treasurer shall review checks/invoices to be issued to pay any legal debt
incurred by the corporation. In the absence of the Treasurer, the Vice-President or another board officer acting in the place of the Treasurer, will review checks to be issued.
The President and Treasurer are authorized to deposit funds to any and all corporation
financial accounts. The President and Treasurer with the approval of the Board and noted in the minutes, may withdraw funds from any and all financial accounts. Approval must be in writing and may be obtained after the fact but no later than 30 days from the date of the withdrawal.
The Board President has the authority to incur charges of up to $500 should board approval not be accessible at the time of purchase. Withdrawal of amounts larger than $500 must have prior Board approval.
7.04 Deposits
All cash amounts over approved petty cash must be deposited to
a bank in a timely manner. If the Board wishes to maintain a petty
cash account, accurate receipted records showing signed approval from the Board President must be maintained and be spot audit ready at all times.
7.05 Investments
The Board shall be responsible for the supervision of the investment and management of the
Organization's investment assets.
ARTICLE VIII
FISCAL YEAR
8.01 Fiscal Year
The fiscal year of the corporation shall be July 1 through June 30, or as determined by the
Board of Directors and set forth in a resolution duly adopted.
ARTICLE IX
RECORD RETENTION AND DOCUMENT DESTRUCTION
9.01 Record Retention
The corporation acknowledges responsibility to preserve information relating to litigation,
audits and investigations per the Sarbanes-Oxley Act of 2002. American Southwest Theatre
Company will suspend all regularly scheduled document destruction when litigation against
the corporation or against a subsidiary is pending, imminent or contemplated.
9.02 Responsibility for Notification
Board Directors have an obligation to notify the President of potential or actual litigation, external audit, investigation or similar proceeding involving American Southwest Theatre Company that may have an impact on the approved records retention schedule.
ARTICLE X
MISUSE OF RESOURCES/PROPERTY
10.01 Misuse
American Southwest Theatre Company will investigate any suspected fraudulent or dishonest
use or misuse of the corporation's resources or property by its company, Directors, or
volunteers. All suspicions of such activity should be reported to the President and will be reviewed by the Executive Committee. Appropriate corrective action
will be taken, if necessary, and findings will be communicated back to the reporting person.
American Southwest Theatre Company will use its best efforts to protect reporting persons
against retaliation.
ARTICLE XI
WAIVER OF NOTICE
11.01 Waiver
Whenever any notice is required to be given under the provisions of these Bylaws or under
the provisions of the Articles of Incorporation of this corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
12.01 Amendments
These Bylaws may be altered, amended, or repealed and new Bylaws adopted only at the
annual meeting of the Board of Directors of the corporation upon the vote of two-thirds (2/3)
of those entitled to vote on this matter. Any proposal to amend these Bylaws shall be
included in the notice of the meeting at which the amendment is proposed. These Bylaws shall be reviewed 3 years from the date of approval.
Date approved: __05/06/2023__
