ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Hatchery Arts. The organization shall do business as The Hollywood Fringe.
Section 2: The company is organized exclusively for charitable, artistic, scientific and educational purposes, more specifically to provide its community with works from the newest voices in the performing arts.
ARTICLE II - BOARD MEMBERSHIP
Section 1: Membership may consist of past participants, arts professionals, community stakeholders, and members who support fundraising efforts of Hollywood Fringe organization.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meetings. The board shall hold, at minimum four meetings a year: An off-season planning meeting, a meeting prior to registrations opening, a meeting prior to the festival and a post mortem. The precise times, dates and locations for the meetings shall be determined by the board. The board and Hollywood Fringe Festival staff will also hold an annual strategic planning session once a year.
Section 2: Special Meetings. Special meetings may be called by the Chair as needed.
Section 3: Notice. Each year’s schedule of meetings shall be set during the strategic planning session. A reminder of each meeting and agenda shall be given to each voting member, by email, not less than ten days before the meeting by the Executive staff.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role and Compensation. The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the Co-Executive Directors and festival staff. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least four times a year at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to an additional term will occur when a board seat has hit its term limit of 3 years or when a director leaves their role. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 3 year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.
Section 6. Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary, Treasurer and Community Business Liaison.
Section 7: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 9: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.
Section 10: Give/Get. Board members shall be responsible for an annual give/get which is determined annually at the first meeting of the fiscal year.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.
Section 2: The officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. The executive committee approves all strategic aspects of the organization including festival dates, festival geographical boundaries and programs which require funding.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII - PUBLIC COMMENTARY
Section 1: Each board meeting, when requested, will begin with presentations from the community. All requests to speak must be submitted two weeks in advance of a meeting and a presentation must be prepared and submitted to the board one week in advance of a meeting. All requests to present need to be approved. The board will assign a time limit prior to the meeting. After presentations are complete, all non-director presenters shall leave the meeting.
ARTICLE VIII: VOTING
Section 1: Votes on a motion may be called during official in-person, conference call or video conference board meetings. The chair will bring a motion to the floor at which point it must be seconded by another member with voting rights on the motion. Unless otherwise stated in these bylaws, a simple majority from members with voting rights on the motion will carry the motion.
Section 2: Votes may also occur in the official Hatchery Arts #board Slack channel. The chair will alert the channel of a motion at which point it must be seconded in the channel by another member with voting rights on the motion. Members with voting rights on the motion will then provide their vote by typing “aye” or “nay” in the channel. Unless otherwise stated in these bylaws, a simple majority from members with voting rights on the motion will carry the motion. All voting on new membership to this board may only occur during scheduled board meetings held in-person or over phone/video conference.
These Bylaws were approved at a meeting of the Board of Directors of Hatchery
Arts on April 28, 2008. Last revision approved on Monday, October 28, 2024.