BYLAWS

JERUSALEM  ENGLISH SPEAKING THEATRE

עמותה רשומה מס'  58-009-821-8

 

Approved by the Members on November 30, 1999

Amended by the Members on November 9, 2000, December 15, 2003 and December 21, 2004

 

 

ARTICLE I - NAME AND OBJECTIVES

 

SECTION

 

1.           NAME

The name of the organization is Jerusalem English Speaking Theatre. In Hebrew, גאסט התיאטרון הירושלמי האנגלי. The acronym JEST shall also serve to identify the organization in all official and unofficial capacities.

 

2.              OBJECTIVES

A.            JEST is a non-profit organization, registered with the State of Israel as an “Amutah” (a non-profit organization).

B.            The objectives of JEST are to encourage and promote all types of English language theatre activity in all of its phases for the general public through:

1. play productions, including musicals;

2. play readings;

3. theatre workshops;

4. drama courses in all aspects of theatre, including acting, directing, lighting etc;

5. building of a library of theatre literature;

6. acquiring theatre props, equipment and costumes for production purposes;

7. social gathering of members.

C.            JEST shall carry out its objectives, where possible, in a profitable manner in order to finance its activities.

 

ARTICLE II - POWERS AND CONSTRAINTS

 

SECTION

 

1.           POWERS

A.            The powers of JEST reside in the members.

B.            These powers are exercised on behalf of the membership by two bodies: an elected “Board of Directors” (known also as “the Board”) and an “Executive Committee.” 

 

2.              CONSTRAINTS

A.            No officers or members of JEST shall be considered employees of JEST or act on behalf of JEST without authority of the Board.

B.            No member of JEST shall benefit financially or in any other way from the proceeds or income of JEST.

C.            JEST shall neither endorse nor disparage any commercial enterprise, political platform, or candidate for public office.

D.            No member of the Board may serve in an executive position on, or as a member of the board of,  another theatre company.

E.             All members of the Board must have their primary residence in Israel.

 

3.           USE OF NAME

The name “Jerusalem English Speaking Theatre” or its acronym  “JEST” may be used only by members of the Executive Committee or the Board, or by persons authorized by either of these bodies, and only to promote the objectives of JEST.

 

ARTICLE III - MEMBERSHIP

 

SECTION

 

1.              ADMISSION TO MEMBERSHIP AND MEMBERSHIP RENEWAL

A.            Membership is open to all persons interested in the promotion of the objectives of JEST.

B.            New members shall apply to JEST in the manner determined by the Board.

C.            The Board shall have the power to accept or reject applications for membership.

D.            Membership in JEST shall be contingent on payment of annual dues.

E.             Membership in JEST shall be on a yearly basis, ending on December 31 of each year; however a three month grace period shall be automatically extended to all existing members to renew their membership, during which time, the person shall enjoy all rights of membership.

F.             A member of JEST may renew his/her membership from one year to the next by paying annual dues.

G.            A member whose membership in JEST has lapsed for more than one year may renew his/her membership according to the procedure set out above in Paragraph B.

H.            The Board shall have the authority to exempt a member from payment of dues for one year or more, in respect of that person’s long standing and substantial contribution to JEST. 

 

2.          RIGHTS, PRIVILEGES AND DUTIES OF MEMBERS

A.            All members shall receive an official JEST membership card, which shall be valid until December 31 of the year it was issued.

B.            All members shall receive official JEST communications intended for the general membership.

C.            All members shall be entitled to vote in General Meetings.

D.            Only members may hold office on the Board of Directors or serve on JEST committees or sub-committees.

E.             Only members may act in JEST productions. The Board may exempt a person from this condition under circumstances which, in its opinion, warrants such an exemption.

F.             Upon becoming a member of JEST, or upon renewal of membership in JEST, a member agrees to abide by the By-Laws of JEST and to work towards the achievement of JEST’s objectives.

 

3.                CESSATION OF MEMBERSHIP (Amended 2000)

 

A.     Membership in JEST shall cease-

1. upon the death of the member, and for a member which is a corporate body- upon its dissolution;

2. upon the member’s resignation from JEST; written notice of resignation shall be given the Board three days ahead of time;

3. upon the member being removed from JEST.

B.  The Board shall be empowered to remove a member for the following reasons:

1. the member has not renewed his membership by paying dues up until and including March 31 of the membership year. The Board is authorized to extend this period for any particular individual in circumstances that warrant, it its opinion, such an extension.

2. the member did not abide by the bylaws or the decisions of the General Meeting;

3.  the member acts against the purposes of JEST;

4.  the member was convicted of a crime of moral turpitude.

C.            The Board shall remove of a member from JEST unless it has given the member a reasonable opportunity to be heard before the Board, and it shall not recommend removal for the reasons mentioned in bylaws (b)(1), (2) or (3), unless the member was warned and given sufficient time to remedy the fault.

 

4.          TRANSFER OF MEMBERSHIP

                Membership in JEST is a personal privilege and may not be transferred or assigned to another person or entity.

 

5.           DUES

A.            Annual dues shall be set by the Board.

B.            Dues shall be paid in full, regardless of the time remaining in any given membership year at the time of  payment.

 

ARTICLE IV - BOARD OF DIRECTORS

 

SECTION

 

1.          MEMBERSHIP

A.            The Board shall consist of no more than 15 and not less than 8 voting members, elected from amongst the members of JEST, and shall include the four officers: the Chair, the Secretary, the Treasurer and the Business Manager.

B.            The Officers shall serve as an Executive Committee, meeting informally between Board meetings, reporting to the Board for approval of its actions at the next Board meeting.

C.            The Officers shall not receive payment for the performance of their duties.

D.            The Board, at its discretion, may appoint honorary, non-voting members to the Board as it sees fit, from amongst the members of JEST. At no one time shall there be more than 8 honorary members.

 

2.          POWERS AND CONSTRAINTS OF VOTING MEMBERS

A.            The Board is empowered to determine general and specific policy to meet the objectives of JEST as stated in Article I.

B.            The Board shall appoint members to the Committees set forth in Article VI; each voting member of the Board shall serve on one or more of the Committees.

C.            The Board shall act in accordance with the By-Laws.

D.            The Board may appoint members of JEST to serve on sub-committees for specific purposes as the need arises, but such members shall not thereby acquire voting rights on the Board.

E.             The Chair of the Board shall call and preside at all Board meetings. In the event of the Chair’s absence, the Board shall designate an acting Chair to preside over the meeting.

F.             The Chair shall appoint chairs of Committees and sub-committees with the Board’s approval.

G.            Copies of all correspondences and/or written proposals to be reviewed at any Board meeting shall be delivered to each Board member at his home at least 5 days prior to the meeting, along with the agenda of the meeting and the minutes to be approved of the previous meeting. 

 

3.          TERMS OF OFFICE OF VOTING MEMBERS

              A.          TERMS OF OFFICE (Amended 2004)

                The Board and the Officers shall be elected for a term of two years at the General Annual Meeting in accordance with Article X. The two-year term shall be deemed to expire on the date of the second General Annual Meeting following the election of the Board and Officers. Terms of office for all elected Board members and Officers shall begin from the time of their election and shall expire on the first to occur of (a) their resignation in writing, (b) demise, (c) permanent incapacity or (d) the completion of the Board’s and Officer’s two year term. An Officer may resign his office but continue to serve as a member of the Board. 

              B.          VACANCIES

1. If an Office on the Board shall become vacant, the Board shall fill such vacancy with any currently serving voting Board member (if possible) or select another member of JEST to fill  the vacancy.

2. If a position on the Board, other than an officer, shall become vacant, the Board may, at its discretion, select another member of JEST to fill the vacancy.

3. The term of such a replacement officer or new Board member shall expire on the first to occur of (a) resignation in writing, (b) demise, (c) permanent incapacity or (d) the completion of the Board’s two year term.

              C.          REMOVAL

1. If the conduct of a Board member is such that the Board determines it necessary to remove him/her from the Board, the Board shall appoint a sub-committee of  JEST members to hear and review the case.

2. The Board member under scrutiny shall be notified of the reason for the Board’s determination, and he/she shall be notified as to the time and place of the sub-committee hearing at least fourteen days before the hearing.

3. The sub-committee’s determinations shall be forwarded to the Board, who shall make the final determination.

4. A two-thirds majority vote of the Board members present, contingent on the presence of a quorum,  shall be necessary to remove a Board member.

5. The Board member’s removal shall be effective immediately unless stipulated otherwise by the Board.

6. If the Board shall vote to remove an officer, it must, at the same meeting, appoint one of its members or another member of  JEST to act in place of  the removed officer until a new officer is chosen at the next Board elections.

7. In the event that the Chair of the Board is the subject of  removal, the Board shall appoint one of its members to serve as an alternative Chair to oversee all matters relating to the removal process, including chairing Board meetings at which the removal shall be discussed.

8. Nothing stated above shall derogate from the rights of the members to remove the Board or a Board member by a majority vote at a General Meeting, in accordance with the rules stipulated in Article IX. In the event that the members  vote to remove the Board, the removal will not take effect until such time as the members elect a new Board.

              D.          MEETINGS AND QUORUM

                The Board shall meet as required for the efficient conduct of JEST business. Meetings shall be called at the discretion of the Chair or any three members of the Board. A majority of the Board shall constitute a quorum. All votes and official actions shall be read into the minutes of the next Board meeting.

E.             TRANSACTION OF BUSINESS

                The Board shall act by majority vote of the members present, unless expressly stipulated otherwise in the By-Laws

F.             NOMINATIONS TO THE BOARD (Amended 2004)

                The members of the Board and the Officers shall be nominated by the Nominations Committee, and the Nominations Committee shall ensure that the slate is presented to the members as stipulated in Article X.

 

4.          PRIVILEGES OF HONORARY MEMBERS

                Honorary members of the Board shall be entitled to the following privileges: to be listed as Honorary Board members wherever the Board members are listed; to receive two free tickets to all JEST productions, to use as they see fit; to attend all Board meetings and to participate in the discussions, without voting rights; and to receive all mailings addressed to Board members.

 

5.          DUTIES

A.            THE CHAIR

                The Chair shall exercise general supervision over the day to day affairs of JEST; shall call all Board, Executive Committee and General Meetings and preside over them; shall appoint chairs of sub-committees with the Board’s approval; and shall be an ex-officio member of all JEST Committees.

B.            THE SECRETARY

                The Secretary shall keep minutes of all Board and Executive Committee meetings, conduct official correspondences, sign official documents as required, maintain appropriate records so that they are available at all times to the Board and Executive Committee, or when authorized by the Chair to provide them for the general members of JEST.

C.            THE TREASURER (Amended 2004)

                The Treasurer shall supervise JEST’s fiscal affairs, including but not limited to:

1. collecting or arranging for the collection of members’ dues;

2. preparing budgets for review by the Executive Committee and the Board;

3. maintaining the books and records of JEST so that they can be inspected on request by the Executive Committee, the Board or JEST’s accountant;

4. ensuring that all disbursements are authorized by the Executive Committee;

5. ensuring the preparation and presentation of the annual financial statement;

D.          THE BUSINESS MANAGER (Amended 2004)

The Business Manager shall manage all matters relating to external business affairs of JEST, with authority to obligate JEST financially subject to prior approval by the Board.

 

ARTICLE V - EXECUTIVE COMMITTEE

 

SECTION

 

1.          MEMBERSHIP (Amended 2004)

              The Executive Committee shall be composed of the Officers: the Chair, the Secretary, the Treasurer and the Business Manager.

 

2.          POWERS AND CONSTRAINTS

A.            The Executive Committee is empowered to manage the day to day affairs of JEST and JEST’s property in accordance with the By-Laws, the objectives of JEST and the general or specific policies established by the Board.

B.            The Executive Committee shall present an annual budget for the approval of the Board.

 

3.          MEETINGS AND QUORUM

                The Executive Committee shall meet as required. Meetings shall be called at the discretion of the Chair or any other officer of the Executive Committee. A majority of the Executive Committee shall constitute a quorum. All votes and official actions shall be read into the minutes of the next Board meeting.

 

4.             RIGHT OF REPRESENATION (Amended 2000)

The Board may empower one or more members of the Executive Committee to sign in the name of JEST, and to carry out, in JEST’s name, activities within its authority.

 

 

ARTICLE VI - COMMITTEES

 

SECTION

 

1.          MEMBERSHIP AND TERMS OF OFFICE

A..           The Board of Directors may add, remove or replace members of Committees as necessary to meet the objectives of JEST as set out in Article I. 

B.            The chair of each Committee shall call and preside over all meetings of the Committee.

C.            Each Committee shall meet as required for the efficient conduct of its responsibilities. Meetings shall be called at the discretion of the chair of the Committee. A majority of Committee members shall constitute a quorum. Each Committee shall act by majority vote of the members present.

D.            Membership in a Committee, or appointment as chair to a Committee, shall be coterminous with the Board elections, and shall expire at the end of that term or prior to the end of the term in the event of the member’s resignation, demise, permanent incapacity or  removal by the Board.

 

2.           THE COMMITTEES

A.            PLAY SELECTION COMMITTEE

                The Play Selection Committee shall consist of  5 members selected by the Board. Its duties are to plan the schedule of theatre productions for the following season. The Board is empowered to override the decisions of this Committee, if, in its determination, they conflict with the best interests of JEST. In making a determination of JEST’s best interest, the Board may consider, inter alia, the fiscal viability of the schedule in light of JEST’s existing resources and expected revenues.

B.            THE SOCIAL COMMITTEE

                The Social Committee shall meet as required to plan social events for members of JEST and their guests.

C.            THE NOMINATIONS COMMITTEE

                The Nominations Committee shall consist of five members of the Board. The Nominations Committee shall prepare a slate to be brought before the end-of-term Annual General Meeting with the prior approval of the Board. In addition, nominations can be made from the floor at such Annual General Meeting.

D.            THE BY-LAWS COMMITTEE

                The By-Laws Committee is an ad hoc committee, and shall meet as required to amend the By-Laws, if informed by the Board that amendments are required. The Committee shall draft amendments for approval of the Board which will be voted upon by the members.

E.             THE STAGE PROPERTY COMMITTEE

                The Stage Property Committee shall consist of a minimum of three members responsible for the design and construction of stage sets, the design and production of costumes, and the purchase, maintenance and storage of all stage props and other tangible property of JEST. 

F.             THE PUBLICITY COMMITTEE

                The Publicity Committee shall consist of a minimum of three members and shall be responsible for: advertising and publicizing JEST productions and other JEST activities through the appropriate media; maximizing the profitability of JEST productions through ticket sales and advertising; and developing and implementing strategies for increasing revenue through the sale of memberships in JEST.

 

G.            FRIENDS OF JEST COMMITTEE

                The Friends of JEST Committee shall consist of a minimum of three members and shall be responsible for developing and strengthening the Friends of JEST program.

 

 

ARTICLE VII - INTERNAL AUDIT AND ACCOUNTING

 

SECTION (Amended 2000 and 2003)

 

1.          INTERNAL AUDIT AND ACCOUNTING

JEST shall appoint an Auditing Committee or engage an external certified public accountant in place of an Auditing Committee. Section 19 of the Default Bylaws (First Appendix to the Amutah Law of 1980) shall apply to any Auditing Committee so appointed. In addition, JEST shall engage a certified public accountant to audit its annual financial statements. .

 

2.                APPROVAL

A.            The members at the Annual General Meeting shall approve either the appointment of an Auditing Committee or the engagement of an external certified public accountant in its place, as proposed by the Board or by a member of JEST. The members at the Annual General Meeting shall also approve the engagement of a certified public accountant to audit its annual financial statements. The term of appointment or engagement shall be for one year, until the next Annual General Meeting.

B.            Until such time as any accountant is approved at the Annual General Meeting, or in the event that during his term, an accountant shall cease to act as JEST’s accountant, the Board shall appoint a new accountant, who shall serve until the next Annual General Meeting.

C.            At the Annual General Meeting which shall vote on the engagement of an accountant appointed by the Board according subsection B., the members may either approve said accountant or approve the engagement of any other accountant proposed by a member.

 

3.                REPLACEMENT

                Should the Board or any member propose to replace a JEST accountant by a vote at the Annual General Meeting, notice shall be given to said accountant at least 15 days prior to the date of the Annual General Meeting.

 

4.             FEE

                The fee of an accountant selected by the members at an Annual General Meeting, shall be approved by the members at the same Annual General meeting; the fee of an accountant selected by the Board shall be approved by the Board.

 

ARTICLE VIII - OMBUDSMAN

 

The Board shall appoint an Ombudsman from amongst the members to handle all complaints related to the management of JEST, as well as to mediate any personal disputes which may arise between members of the Board, or between members of JEST and members of the Board. The term of appointment shall be for two years,  coterminous with Board elections. No officer of JEST shall serve as Ombudsman.

 

ARTICLE IX - MEETINGS

 

SECTION

 

1.           ANNUAL GENERAL MEETING

                An Annual General Meeting shall be held once a year between Succoth and Hannukah, at a time to be determined by the Board. Notice of this meeting shall be sent to all members with an Agenda of items to be discussed at the Meeting at least fifteen days before the meeting. Any member has the right to submit an item to the Secretary for discussion at the Annual General Meeting.

 

2.           SPECIAL GENERAL MEETINGS (Amended 2000)

                The Board may call a Special General Meeting, and the Board must call a Special General Meeting if demanded to do so in writing by the Auditing Committee, the Auditing Body, or by one-tenth of the membership of JEST. Notice of this meeting shall be sent to all members of JEST at least fifteen days before the meeting and shall specify the purpose of the meeting.

 

3.          TRANSACTION OF BUSINESS

                The transaction of business at General Meetings shall require a quorum of ten members, and all decisions shall be reached by majority vote of those present.

 

ARTICLE X - JEST ELECTIONS

 

SECTION (Amended 2004)

 

1.          ELECTION OF BOARD MEMBERS AND OFFICERS

A.            Members of the Board and the Officers are elected by the members of JEST every two years at the Annual General Meeting.

B.            The slate of Board members and Officers proposed by the Nominations Committee shall be sent together with the agenda, to all members at least fifteen days prior to the Annual General Meeting where the election of the Board and Officers is to take place.

 

2.          VOTING

                All voting for Board members and Officers is on an individual basis and by a show of hands, unless otherwise accepted unanimously by the members at the meeting.

 

ARTICLE XI - USE OF PROPERTY

 

SECTION (Amended 2000)

 

1.                    USE OF PROPERTY DURING EXISTENCE

JEST’s assets, income and receipts shall be used during its existence solely for the furtherance of JEST’s purposes and goals, and the distribution of income or benefits of any kind among JEST members is prohibited.

 

2.                    DISPOSAL OF PROPERTY ON DISSOCIATION

Upon the dissociation of JEST or its ceasing to exist or operate for any reason, after the payment of all debts and obligations of JEST, JEST’s remaining assets shall be transferred to another Public Institution, as that term is defined in Article 9(2) of the Income Tax Ordinance, and shall not be distributed among the members.