SMA Constitution

The constitution for the SMA was ratified on August 26, 1985. It was amended in May 1990, June 1995, June 2008, March 2010, and February 2011.

To skip to a specific Article, click on the Article Name:

Article I. Name and Seal Article VI. Suspension of Members
Article II. Purposes Article VII. Notices
Article III. Membership Article VIII. General Clauses
Article IV. Government Article IX. Dissolution
Article V. Membership Meetings Article X. Amendments

 

 

CONSTITUTION OF
THE STAGE MANAGERS' ASSOCIATION

(Ratified: August 26, 1985; Amended: May 1990; Amended: June 1995;
Amended: June 2008; Amended: March 2010; Amended: February 2011)

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. It shall continue until dissolved.

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Article II. Purposes
The purposes of this Association shall include but shall not be limited to:

1. To protect and promote the interests of professional Stage Managers.
2. To serve as a resource and networking hub for the dissemination and advancement of ideas and developments in the craft of stage management.
3. To educate and advise those interested in the art and techniques of stage management.

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Article III. Membership
Section 1. Categories of Membership

There shall be one (1) standing membership category: Full Membership. The Executive Board shall have the authority to establish additional membership categories as set forth in Section 3 below.

Section 2. Full Membership

a. Each person who was an active member of The Stage Managers’ Association on [insert date of ratification of this change] or has previously been a Member the Association, shall be entitled to Membership in the Association at or above said Member’s prior category without payment of any Initiation Fee upon meeting the eligibility requirements set forth in Section 2 (b) and Section 3 (a) below.

b. The Executive Board shall have the authority to establish eligibility requirements for Full Membership.

c. Each Full Member shall enjoy all benefits of the Association including, but not limited to, full voting privileges, eligibility to serve as a member of the Executive Board, or to serve as a committee chair or member.

Section 3. Additional Membership Categories

a. The Executive Board shall have the authority to establish additional membership categories, to set their eligibility requirements, and to determine what benefits and privileges of the Association such categories will enjoy, with the exception of restrictions listed in (b) & (c) below.  Acts of the Executive Board that affect membership categories shall be communicated forthwith to the Members of the Association.

b. Only Full Members may cast a vote in any Association ballot or referendum, serve as the chair or voting member of a committee, or serve as a member of the Executive Board.

c. No additional membership category shall be granted any benefit or privilege that is not available to a Full Member of the Association.

Section 4. Application for Membership

a. Any person wishing to apply for Membership in the Association shall complete and submit the application available from the Association. Applications may not be considered until such time as the dues appropriate to the category applied for and, if applicable, an initiation fee, are paid to the Association.

b. The Membership Committee shall review all applications and determine if the applicant meets the eligibility requirements of the membership category applied for. The Membership Committee may accept, reject, or re-classify an application to another category. Should the Committee re-classify an application, membership will become active upon payment of any difference in category dues between the original application and the re-classified category.

c. Should an applicant disagree with the determination of the Membership Committee, the applicant may appeal the determination by applying to the Secretaries for a hearing in one (1) of two (2) venues:

(i) The applicant may appeal to the Executive Board and will be heard (or have a written appeal read) at the next regularly scheduled meeting of the Executive Board. A two-thirds (2/3) majority vote of the Executive Board shall be required to overrule the determination of the Membership Committee and shall be a final determination for this application without further avenue for appeal.

(ii) The applicant may appeal to the general membership to be heard at the next regularly scheduled Meeting of the membership. The applicant will be heard (or have a written appeal read) at said Meeting. A two-thirds (2/3) majority vote at said Meeting shall be required to overrule the determination of the Membership Committee and shall be a final determination for the application without further avenue for appeal.

Section 5. Dues.

a. The Dues & Fees payable by each Category of Membership shall be proposed by the Executive Board after considering the services and benefits offered to each. Said proposal will be submitted to the Full Membership for a ballot vote, and shall become effective if approved by a simple majority of the Full Membership voting. Said proposal, along with a statement from the Treasurer of the Association, shall be communicated to the voting Membership prior to the commencement of voting.

b. The Executive Board shall have the authority to suspend the requirement of any Fees, but not Dues, payable by a member or applicant for any category, except Full Members or Full Membership applicants, for a special event or other special membership drive or circumstance. Such suspension will require a two-thirds (2/3) majority vote of the Executive Board and shall not be effective for longer than a two (2) week period.

c. The Executive Board shall have the authority to designate any Full Member of the Association as a Lifetime Full Member. Lifetime Full Members shall enjoy all benefits and privileges of Full Members, but shall be exempt from Dues & Fees for the remainder of their membership in the Association. Such designation shall require a simple majority vote of the Executive Board.

Section 6. Withdrawal from Membership and Reinstatement.

a. Members may request withdrawal from Membership in the Association by communicating such to the Secretaries of the Association. Withdrawal shall be effective immediately upon receipt of such communication.

b. Former Members may be reinstated to Membership in the Association by communicating such to the Membership Committee of the Association. The Membership Committee shall determine the appropriate current category for reinstatement and communicate to the Former Member such Dues & Fees that are applicable for reinstatement. In no event shall a Former Member be required to pay Fees in excess of the current level for the determined membership category minus any Fees previously paid, by the Former Member, to the Association. Reinstatement shall occur upon payment of said Dues & Fees. Should the Former Member disagree with the determination of the Membership Committee, said Former Member may appeal the determination as outlined in Section 4 (c) above.

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Article IV. Government
Section 1. Executive Board.

a. The governing body of this Association shall be known as the Executive Board and shall consist of a Chair, two-(2) Vice-Chairs, two (2) Secretaries, a Treasurer, six (6) Members-at-Large, three (3) Regional Representatives, one (1) each from the Eastern, Central, and Western regions of the United States (These regions shall be defined using the geographical regions of Actors' Equity Association as a guideline), and the three (3) persons who last served as Chairs not otherwise serving on the Executive Board. Only Full Members of the Association may serve as members of the Executive Board.

b. Officers of the Association-shall serve for terms of one (1) year. The six (6) Members-at-Large shall serve for terms of three (3) years on an overlapping basis; however, in the first election after the ratification of this Constitution, two (2) Members-at-Large shall be elected for a term of three (3) years, two (2) for a term of two (2) years, and two (2) for a term of one (1) year. The three (3) Regional Representatives shall serve for terms of three (3) years.

c. A vacancy on the Executive Board other than as described in Article IV, Section 2 (Paragraph f) shall be filled by appointment of the Executive Board, and the successor shall serve until the next annual election.

d. The Executive Board shall be responsible for all disbursements; no disbursements shall be made without authorization of the Executive Board. Disbursements shall be made in the following manner(s):

(i) For amounts up to and including One Thousand U.S. Dollars ($1,000.00) the Executive Board shall have the authority to establish payment methods including, but not limited to: electronic funds transfer, electronic bill payment, and/or the use of credit/debit cards.

(ii) For amounts in excess of One Thousand U.S. Dollars ($1,000.00) disbursement shall be in the form of a check drawn upon the general fund of the Association and signed by two (2) Officers of the Association, one of whom shall be the Treasurer, unless by reason of employment, or other good and sufficient cause as determined by the Executive Board, the Treasurer is unavailable.

It is the intent of this Section that no single invoice or payment is broken into multiple payments for the express purpose of subverting the requirements listed above in Section 1(d)(ii).

e. The Executive Board 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 Constitution of this Association, and in order to effect such action the Executive Board 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.

f. The Executive Board shall meet at least quarterly at such place and time as the Executive Board may designate.

g. A quorum of the Executive Board shall consist of nine Members of the Executive Board and must include at least one of the current Vice-Chairs or the current Chair. Proxies may be used to establish a quorum at Board of Directors meetings of the Association, and may be voted on matters included in the Notice of meeting, and/or on matters raised at the meeting, or according to directions contained within the proxy. Proxies shall be announced at the beginning of the meeting and at each instance when they are voted. Proxies shall be communicated to the Chair of the meeting prior to the start of the meeting for recording in the minutes.

h. The Executive Board shall approve and provide oversight the following standing committees and such others as it may from time to time deem necessary:

(i) Membership Committee
(ii) Parliamentary Procedures Committee
(iii) Forum Committee
(iv) Fiscal Oversight Committee

The Executive Board may appoint a Committee Chair for each Committee of the Association.

i. (i) The Executive Board shall have the power to establish reasonable rules and regulations by which it may remove from office Members of the Executive Board. Such rules and regulations shall be established at the first meeting of the Executive Board following the Annual Election.

(ii) The Membership may require that a Member of the Executive Board be removed by a majority vote by referendum. Such a referendum shall be held at the written request of thirty five (35) Full Members in good standing.

(iii) Notification shall be sent to the offending Member of the Executive Board as specified in Article VII, Section 2.

j. The Executive Board may by its own action submit any proposal at any time to the general Membership for referendum vote, if it should so desire. A referendum vote shall override all other determinations on a particular matter, whether such determinations are made by the Executive Board, its Officers, or the Membership at a Membership Meeting.

k. Notwithstanding anything stated in the above provisions, it is the essence of this Constitution that all powers of this organization reside in the Membership as a body and that the powers of the Executive Board and its Officers derive from the Full Membership.

Section 2. Officers.

a. The Officers of this Association shall consist of a Chair, two (2) Vice-Chairs (hereafter 1st Vice-Chair & 2nd Vice-Chair), two (2) Secretaries, and a Treasurer. Their terms of office shall be one (1) year.

b. The Chair shall be the first executive officer of the Association, shall preside at all Membership Meetings, and shall perform such other duties as the Executive Board may from time to time determine.

c. The Vice-Chairs shall perform the duties and exercise the powers of the Chair in the absence of the latter, shall preside at meetings of the Executive Board, and shall perform such other duties as the Executive Board may from time to time determine. The Executive Board shall determine which Vice-Chair shall preside at its meetings.

d. The primary responsibilities of the Secretaries of the SMA are to disseminate the minutes of the Association, to maintain the membership record, be responsible for all correspondence of the Association, and perform such duties as the Executive Board may, from time to time, determine.

e. The Treasurer, or any person or persons designated by the Executive Board, shall receive all monies of the Association and shall deposit the same as directed by the Executive Board. The Treasurer, or any person or persons designated by the Executive Board, shall make disbursements from the funds of the Association as authorized by the Executive Board from time to time. The Treasurer shall keep accurate financial accounts and shall prepare and submit, at the Annual Meeting and whenever so requested by the Executive Board, a complete financial statement of the Association.

f. In the event of a vacancy in the office of Chair, the Vice-Chair selected by the Executive Board shall assume the office of Chair and shall serve until the next Annual Election.

Section 3. Elections.

a. Nominations for Officers and Members of the Executive Board of this Association shall be made at or before the General Membership Meeting held in April of each year. If no General Membership Meeting is held in April, then nominations shall be made no later than 28 days before the date of the Annual Meeting. Nominations shall be made by a Nominating Committee appointed annually by the Executive Board between the General Membership Meetings held in January and March. Such Nominating Committee shall consist of at least three (3) Full Members of the Association, but no more than five (5), of whom not more than two (2) shall be members of the Executive Board. Nominations may also be made by any five (5) Full Members of the Association, provided that such nominations are made in writing, signed by said Members, and delivered to the Secretaries of the Association at or before the General Membership Meeting held in April of each year, but in any case not later than 28 days before the date of the Annual Meeting. No person shall accept nomination for more than one category; the positions of Chair and Vice-Chairs shall be considered one category.

b. At least twenty (20) days before the date of the Annual Meeting held in May of each year, a ballot and voting instructions, per Article VII, Section 3, shall be communicated to all Full Members listing all nominations for Officers and Members of the Executive Board.

c . At the Annual Meeting ballots received by mail, those cast by secure web-based voting, and those cast in person or by written proxy at said Meeting shall be counted by a committee of tellers appointed by the presiding officer. All ballots must be received no later than one (1) hour after the scheduled starting time of said Meeting. There shall be no nominations from the floor at said Meeting. Officers and Members of the Executive Board shall be elected according to the following rules:

(i) The Chair and two Vice-Chairs shall be elected in a weighted fashion from one pool of nominees for the offices of Chair/Vice-Chairs. A single vote for Chair shall constitute 3 votes. A single vote for 1st Vice-Chair shall constitute 2 votes. A single vote for 2nd Vice-Chair shall constitute 1 vote. The nominee who receives the greatest number of votes shall be elected Chair. The nominees who receive the second and third greatest number of votes shall be elected 1st and 2nd Vice-Chairs respectively.

(ii) The nominees for the office of Secretaries who receive the greatest and second greatest number of votes shall be elected Secretaries.

(iii) The nominee for the office of Treasurer who receives the greatest number of votes shall be elected Treasurer.

(iv) The two nominees for Members-at-Large who receive the greatest number of votes shall be elected Members-at Large. In the first election after ratification of this Constitution, the two nominees who receive the greatest number of votes shall be elected for a term of three (3) years; the nominees who receive the third and fourth greatest number of votes shall be elected for a term of two (2) years; and the nominees who receive the fifth and sixth greatest number of votes shall be elected for a term of one (1) year. Thereafter, each Member-at-Large shall serve for a term of three (3) years.

(v) In the event of a tie for the office of Chair, the three nominees for the offices of Chair/Vice-Chairs who receive the greatest number of votes shall be elected. A run-off election among the Officers and Members of the Executive Board shall determine which of the nominees tied for the office of Chair shall serve in that capacity and which shall serve as 1st Vice-Chair and 2nd Vice-Chair.

(vi) ln the event of a tie for any seat on the Executive Board other than Chair, an election among the Officers and Members of the Executive Board shall determine which of the tied nominees shall be elected.

d. Newly elected Officers and Members of the Executive Board shall immediately take office.

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Article V. Membership Meetings
Section 1. Annual Meeting.

The Annual Meeting of the Members of the Association shall be held in the Borough of Manhattan, City and State of New York, at such date, time, and place as the Executive Board may designate, said date to be within the period from May 1 to May 31 inclusive, in each year.

Section 2. Special Meetings.

Special Meetings of the Association shall be called by the Secretaries at the direction of the Executive Board or upon the written request of thirty-five (35) Full Members. The notice of a Special Meeting shall state the purposes thereof and no other business shall be transacted at the Meeting.

Section 3. Notice of Meetings.

Notice of the time and place of Annual and Special Meetings of the Membership shall be communicated to each Member of the Association per Article VII, Section 1. Notice of the Annual Meeting shall be sent at least twenty (20) days before the date thereof; notice of a Special Meeting shall be sent at least ten (10) days before the date thereof.

Section 4. General Membership Meetings.

There shall be General Membership Meetings of the Association scheduled at least four times per calendar year unless suspended by the Executive Board. Every effort will be made to alternate meeting days so that working members may attend. Whenever possible, tele-conferencing will be made available to members who cannot attend in person, especially members living and/or working outside the Metropolitan New York area. These Meetings shall contain a report to the membership by the presiding officer of any Executive Board actions. A Forum may be held as scheduled by the Forum committee, together with such other business as may be designated by the Executive Board. The General Membership will be notified in the event that the Executive Board suspends General Membership meetings on an annual basis.

Section 5. Quorum.

At all Meetings of the Association, thirty-five (35) Full Members present shall constitute a quorum. In the absence of a quorum, the Meeting may be continued at the discretion of the presiding officer, but no official business of the Association shall be transacted.

Section 6. Right to Vote.

Full Members shall have the right to vote in elections and at Membership and Committee Meetings of the Association. Each Full Member of the Association shall have the right to one vote, in person or by written proxy, subject to reasonable regulations by the Executive Board governing the manner of voting by proxy.

Section 7. Rules of Order.

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern this Association in all cases to which they are applicable and in which they are not in conflict with this Constitution and by-laws, and any standing orders which this Association may adopt.

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Article VI. Suspension of Members
Section 1. Suspension.

a. If any Member violates any provision of the Constitution, the Executive Board may in its discretion suspend said Member from the privilege of Membership, provided, however, that such action may only be taken by vote of two-thirds (2/3) of the Members of the Executive Board.

b. Any Member of the Association determined to be in Conflict-of-Interest, as shall be defined by the Executive Board from time to time, shall be suspended from Membership.  The Membership Committee may determine that a re-classification of Membership Category will remove the conflict, and may offer re-classification, instead of suspension, to the Member so determined to be in Conflict-of-Interest.

c. Members may be dismissed from Membership for non-payment of dues, subject to such grace period as the Executive Board may from time to time determine. Such Members may be restored to Membership upon payment of all dues owed, subject to such guidelines as the Executive Board may from time to time determine.

Section 2. Appeal.

From any disciplinary action inflicted in this Article, the Member disciplined may appeal to the Membership of the Association, which shall determine the appeal by a majority vote of those Members present in person at a Special Meeting duly called for such purpose.

Section 3. Notice of Disciplinary Action.

Notification shall be sent to the offending Member as specified in Article VII, Section 2.

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Article VII. Notices
Section 1. General Notices.

All notices and communications to Members of the Association shall be sent by electronic communication to the latest electronic address furnished by the Member to the Association. Members may elect to receive notices by Postal Mail, in which case the Association will send notices via Postal Mail to the latest permanent address furnished by the Member to the Association. Such election will be communicated in writing to the Association’s Postal Address.

Section 2. Notification of Disciplinary Action.

The Executive Board shall inform the offending Member by written notice which shall be served upon the Member by registered or certified mail directed to the Member's address as it appears on the books or records of the Association thirty (30) days before appropriate disciplinary action shall take place. Said notice shall state disciplinary action contemplated by the Executive Board together with its reasons.

Section 3. Secure Web-Based Voting.

All voting on matters of concern to the Association, including, but not limited to, elections and referendums, may take place via secure web-based voting. Any Member who has elected to receive Postal Mail notices, per Article VII, Section 1, shall receive a ballot via Postal Mail for the purpose of voting. The Executive Board shall select a provider of secure web-based voting, provided that no Member of the Executive Board has any Conflict of Interest with the provider selected.

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Article VIII. General Clauses
If any portion of this Constitution shall be, or be held to be, illegal, such portion shall be deemed to be separable from the other portion of the Constitution and shall not affect same.

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Article IX. Dissolution
By resolution adopted by the Executive Board and ratified by a two-thirds (2/3) majority of the Full 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 Full Membership, which referendum shall require a two-thirds (2/3) majority vote to pass. 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)(6) of the Internal Revenue Code of 1954, as amended. The Executive Board 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.

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Article X. Amendments
The Executive Board or any ten (10) Full Members in good standing, by petition in writing addressed to the Executive Board, may propose amendment to or repeal of the existing Constitution or adoption of a new Constitution. Any such proposal shall be submitted to the Membership at least two (2) weeks prior to any General Membership Meeting held during the course of the year, shall be discussed at said Meeting, shall be submitted to the Full Membership for referendum vote, and shall become effective if approved by at least two-thirds (2/3) of those voting.

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