BY-LAWS OF BLANK CONVERSATIONS THEATRE COMPANY, INC.

ARTICLE I – Name

The legal name shall be Blank Conversations Theatre Company.

ARTICLE II – Purpose

The purpose of the organization shall be:

To produce performative works to the highest of quality.
To provide opportunities to any and all people wishing to learn and participate in activities by Blank Conversations.

ARTICLE III – Offices

The principal office for the transaction of the activities and affairs of the corporation is located at 1494 South Solano Dr. Suite D, at Las Cruces in Dona Ana County, New Mexico, 88001. The postal address for Blank Conversations is located at 3217 El Camino Real Rd, at Las Cruces in Dona Ana County, New Mexico, 88007. The board of directors may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws opposite this Section, or this Section may be amended to state the new location. The board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE IV – Membership

Section 1 – Membership Committee

The Vice President will oversee the application process and communication with General Members. The Vice President will receive applications for General Membership via www.blankconversations.org, and will communicate about related matters to the company.

Section 2 – Honorary Members

The board may, at its discretion, elect honorary life members who have contributed a unique or outstanding contribution to the theatre or the community.
As the board considers election of honorary life members, the board will have a full outline of what is considered a unique or outstanding contribution by standards of Blank Conversations.
Honorary members will be considered active for life, without regard to extent of participation.

Section 3 – Membership

The secretary shall maintain a list of members.
A membership shall terminate on occurrence of any of the following events:

Resignation of the member.
Death of the member.
Expulsion of the member under Article IV, Section 3c of these bylaws is based on the good faith determination of the board that the member has failed in a material and serious degree to observe the rules of conduct of the corporation.

Procedure for Expulsion or Suspension: If grounds appear to exist for expulsion or suspension of a member under Article IV Section 3b of these bylaws, the procedure set forth below shall be followed:

The member shall be given 16 days’ prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice.
The member shall be given an opportunity to be heard, either orally or in writing, at least six days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the board or by a committee or person authorized by the board to determine whether the expulsion or suspension should take place.
The board shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the board shall be final.
Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.

Transfer of Membership: No membership or right arising from membership shall be transferred.

Section 4 - Volunteer

a. A volunteer is considered to be any person specifically involved with an event presented or sponsored by Blank Conversations that is not a member of the board, an employee, or hired contractor.

b. A volunteer can be considered anybody involved in an event, including but not limited to the following:

Actor
Creative Designer
Technical operator/designer
Director/Choreographer
Box Office Operator
House Personnel
Stagehand/Crew
Producer
Writer
Stage Manager

c. All volunteers must sign a Volunteer Agreement, which outlines the responsibilities and expectations a volunteer must uphold, in order to participate in a production. A volunteer must sign the Volunteer Agreement that correlates with the position for which they are serving in the production.

d. A volunteer responds to the established chain of command for each production, as stated in Article X Section 1

e. Throughout the rehearsal process volunteers have access to Incident Reports upon request from the production team or the Executive Committee.

f. All volunteers and persons involved in Blank Conversations sponsored activities shall not assume more than one role unless approved by the Executive Committee.

g. The Executive committee shall oversee the proceedings for volunteers as outlined in Article VIII.

h. A volunteer can be given a reprimand by the Executive Committee.

Section 5 - Expulsions and Suspensions of Volunteers.

a. A reprimand is a written notice and may be given to volunteers by the Executive Committee on the basis of incident reports.

b. The executive committee can vote to terminate the contract of, or suspend a Volunteer who has received a reprimand.
c. Suspension of a volunteer will last a period of 6 months beginning at notice of suspension, constituting a cancellation of the volunteer’s contract.

d. Following a 2/3 majority vote of the Board of Directors and Executive Committee a volunteer may be expelled from participating in Blank Conversations activities.

e. Following the written notification of suspension or expulsion a Volunteer may follow the following appeal process:

The volunteer gives a written letter of appeal to the executive committee within 1-year of notice of expulsion, or within 3-month of notice of suspension.
The Executive Committee and Board of Directors will meet within 30 days of receiving the letter of appeal wherein the volunteer may be present.
At the discretion of the Executive Committee and Board of Directors a suspension or expulsion may be lifted following a ⅔ majority vote.

Section 6 - Loss and Replacement of a Volunteer

If a volunteer terminates their own contract, the current production team can assess the next steps, including but not limited to

No action taken
Replacement with current volunteer of production
Replacement with non-current or previous volunteer
Any other action deemed fit by production team

If a volunteer’s contract is terminated by the Executive Committee, Blank Conversations will assume partial responsibility in determining a solution with the production team, as deemed fit.

ARTICLE V – Membership Meetings

Section 1 – Annual Membership Meetings

An annual general membership meeting shall take place on the Last Saturday of January, at a time determined 1 month prior to meeting, at Blank Conversations office or via Online Meeting.
The agenda shall be unchanging and shall exclusively include:

Any proposed amendments or resolutions submitted to the Board of Directors or by any members.
Election of officers and members of the Executive Committee.
Annual reports.

The annual reports are to be presented to the members and directors that may contain but are not limited to the following information, in appropriate detail, for the fiscal year:

The assets and liabilities of the corporation as of the end of the fiscal year.
The principal changes in assets and liabilities.
The revenue or receipts of the corporation, both unrestricted and restricted to particular expenses.
The expenses or disbursements of the corporation for both general and restricted purposes.
An operational summary from each officer covering his or her responsibilities for the fiscal year.

Notice of Certain Agenda Items: Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

Amending the articles of incorporation; or
Electing to wind up and dissolve the corporation.

Section 2 – Meeting Notification

Notice of any membership meeting shall be given neither less than one (1) nor more than seven (7) weeks prior to the meeting date.

Section 3 – Voting

A majority vote shall pass valid acts except for by-law revisions, which require a two-thirds (2/3) majority vote.
Their authorized proxy may cast votes of members unable to attend a membership meeting. A valid proxy shall be written, dated after the date of the notice of the general membership meeting at which it is to be voted, and signed by the duly qualified absent member.

Section 4 – Meeting Procedures. Unless otherwise specified in these bylaws, all meetings, including general membership meetings, board meetings, and committee meetings shall be conducted in accord with the current edition of Robert’s Rules of Order.

ARTICLE VI – Officers and Their Elections

Section 1 – The officers of the organization shall be: President, Vice President, Secretary, Treasurer, Historian, Education Chair, and Member(s) at Large.

Section 2 – Elections

Each officer shall be elected by a plurality of a secret ballot at the annual general membership meeting for a term of one year, terms of service commencing as of the date of the election.
Nominations from the floor are valid and shall be called for prior to voting. The board shall establish all other procedures and conduct the elections.

ARTICLE VII – Duties of Officers

Section 1 – The President shall preside at all meetings of the general membership and of the Board of Directors, shall serve as a non-voting member of the Executive Committee, shall appoint all standing and temporary committee chairmen (except those directly related to play production and except the nominating committee), and shall otherwise act with and have the customary powers granted to such office.

Section 2 – The Vice President shall act as an aide to the President and in the absence of the President, shall perform the duties of the President and shall have the powers enumerated in Article VII, Section 1 (above).

Section 3 – The Secretary shall keep an accurate record of proceedings of all meetings of the organization, except those of the Executive Committee, which shall appoint one of its own members as recording secretary. The Secretary shall keep records for the past five years to include:

Adequate and correct books and records of account;
Written minutes of the proceedings of its members, board, and committees of the board;
A record of each member’s name, up to date contact information, and any applicable information;
Articles of incorporation and the bylaws.

Section 4 – The Treasurer shall receive all monies for the organization and shall deposit them in the name of the organization in a bank approved by the Board of Directors, shall keep an accurate record of receipts and disbursements, shall present a statement of account at every meeting of the organization and at other times when requested by the Board of Directors. The Treasurer shall pay (without specific approval of the board), utilities, current supplies, rent, items budgeted in play production. The Treasurer will head every Financial Committee.

a. The board may elect to appoint a non-voting Business Manager to assume the following responsibilities from the Treasurer: paying, without specific approval of the board, utilities, payroll, stipends and reimbursements, current supplies, rent, items budgeted in play production; writing grants.

b. Any stipend or reimbursement to the Business Manager will be handled by the Treasurer.

Section 5 - The Historian will keep a digital and physical archive of any performances, activities, fundraisers, and all other events sponsored by Blank Conversations. The Historian has overall access to files related to the public presence of the company.

Section 6 - The Education Chair oversees the processing of classes, performances for schools, workshops and/or discussions, reports problems or conflicts to the Board.

Section 7 - The Media Director is in charge of maintaining the Blank Conversations website and social media accounts, overseeing the Content Committee, creating digital content, designing promotional materials, and running advertising campaigns for productions. The Media Director will work with other Blank Conversations Employees, and the Historian to successfully advertise for any running productions. They are responsible for acquiring advertising deals with Media outlets like radio stations or newspapers.

Section 8 - The Member at Large has no specific duties unless assigned by the President, or another board member, but has the same rights and responsibilities as other board members. If deemed necessary by the Board of Directors, multiple officers can be instated but the number of Board Members must remain an odd number, for ease of voting.

ARTICLE VIII – The Executive Committee

Section 1 – The Executive Director, the Executive Producer, and the Executive Technical Director shall constitute the Executive Committee. The Executive Committee shall be responsible for the day-to-day operations of productions and their activities and shall be responsible to the Board of Directors. The Executive Director shall be the chairman of the Executive Committee. The President shall be a non-voting member of the Executive Committee.

Section 2 – The Executive Director delegates responsibilities to other members of the committee. They shall, at all times, keep themselves informed of all activities of the company and shall keep the Executive Committee and the Board of Directors advised of such activities through requested reports about the committee. The Executive Director will also be responsible for requesting or garnering volunteer support on days in which materials are transported or in the midst of being constructed. The Executive Director can correspond with the Vice President to request support.

Section 3 – The Executive Producer shall function in a manner similar to that of a company manager in a professional company. They shall aid and advise play directors in matters dealing with production, and shall represent the Executive Committee on production matters. The Executive Producer shall keep themself informed of production activities of any given play and shall keep the Executive Committee and the Board of Directors informed in such matters. The Executive Producer will also be responsible for coordinating with a production or event’s production team and receive information about the needed/requested materials currently owned by the company. In the case that the play and event director is in need of something from the company, they will address the Executive Committee member that heads the specific item in request of the committee for any questions or needs.

Section 4 – The Executive Technical Director shall offer overall guidance and assistance to play directors in technical systems of the theater such as lights, sound, properties, electric or electronic systems. The Executive Technical Director will also be responsible for coordinating with a production’s producer(s) to schedule a date in which materials needed for the production can be transported to the desired performing location. The Technical Director will also be responsible for scheduling a date for which the materials must be returned to the holding location of company property.

Section 5 - As stated in Section 2, Any person involved in an event can contact members of the Executive Committee in any scenario. The play and event director must make any person involved in the event or production aware of the opportunity to communicate with the Executive Producer in order to inform the Executive Committee of any occurring problem.

Section 6 - If the Executive Committee is approached about a situation regarding a problem found in a production, the Executive Committee holds the right to decide on what is best for the production and the team involved. These decisions can include, but are not limited to,

Remove a volunteer on the production
Approach the board to vote on the removal of a director
Correct the problem without the consultation of the director or volunteer, if the situation is considered to be a problem beyond the request of either party.

Section 7 - If the Executive Committee cannot resolve a situation as stated in Section 7, the Executive Committee is allowed to request a special meeting with the board in regards to solving the issue at hand. If desired, the Executive Committee may allow the person(s) who made the complaint originally to attend the special meeting at the discretion of the committee.

Section 8 – Each member of the Executive Committee shall have one vote. A quorum of the Executive Committee shall be all (3) members present or by valid proxy.

Section 9 – Each member of the Executive Committee shall serve a one-year term concurrent to the Board of Directors

Section 10 – A member of the Executive Committee must be present at the first production meeting and first rehearsal of a production to hand out and collect signed volunteer agreements.

Section 11 – The Executive Committee must create a written, and required, chain of command outline to be delivered and explained to all current personnel. This must be handed out alongside the Volunteer Agreements. The Executive Committee will be responsible to update, if needed.

ARTICLE IX – The Content Committee

The Content Committee maintains Blank Conversations presence in media and the community. The Media Director is the head of the Content Committee. Size of the committee, committee member responsibilities, privileges, and campaigns will be at the discretion of the Media Director.

ARTICLE X – Play and Event Operations

The Executive Committee shall appoint play or event directors. Persons assuming the responsibility of the play or event direction will do so with full knowledge that they are expected to function according to procedures and policies established by the Executive Committee.

Section 1 – Chain Of Command during production for communication and conflict management will adhere to the following order; Cast/Crew/Designers > Stage Manager > Director(s) > Producer > Executive Producer > Executive Committee > Board

Section 2 – Expectations of Production Team

Producer – Oversee all aspects of the production. Act as the point of contact between the production and the Executive Committee/Board of Directors. Oversee the budget. Understand both the creative and business sides of theatre and the production.
Director – Audition and cast actors; assemble and oversee the production team; provide design directives; lead rehearsals; and manage the production schedule of the project, ensuring that all the moving parts connect.

Music Director – Work closely with other members of a show’s creative team. Oversee all musical aspects of a musical theater or opera production, including casting performers, hiring the orchestra, rehearsing singers and orchestra members, and conducting the orchestra in performance if needed.

Stage Manager – Provide indispensable practical and organizational support to directors, performers, designers, and technical crew throughout the production and rehearsal process, and supervise onstage and backstage activity during performances to make sure the show goes off without a hitch.

ARTICLE XI – Property

Section 1 – Property or materials belonging to the Blank Conversations Theatre Company may be borrowed or rented only by permission of the Executive Committee. The Executive Committee will oversee rentals of the Blank Conversations offices.

Section 2 – The property of this non-profit corporation is irrevocably dedicated to charitable purposes, and, on dissolution, none of its assets shall proceed to any individual.

Section 3 - Property purchased by an individual for any event, fundraiser, performance, activities sponsored by Blank Conversations, will remain sole property to that individual unless specifically donated to Blank Conversations.

ARTICLE XII - Transfer of Power

Section 1 - If an officer or member of a committee must resign their leadership position in the middle of their term, the board shall hold a special meeting to vote on a candidate to resume office. Persons eligible for candidacy must be active members of the board.

Section 2 - The resigning officer or committee member may nominate any member of the company to fill the position, but cannot appoint them as their official successor. The nominated candidate will be considered at the special meeting.

Section 3 - At the special meeting, the candidate must receive a two-thirds majority vote to resume the office. When the member has been voted into office, the Secretary will swear the person into power. In the situation that the Secretary position is being resumed, the Vice-President will swear in the person into power of Secretary.

Section 4 - If the transfer of power takes place in the middle of the fiscal year, the newly instated officer will assume the duties of filing all paperwork needed to be recognized as the newly recognized officer.

Section 5

If the board deems necessary, the board may call for a general meeting for all active members of the board to discuss the possibility of handing off the company to any person(s) willing to take ownership of Blank Conversations.
If the company is offered to be handed to another party, the general meeting must conduct a vote. The board must receive a unanimous vote in order to hand over the company to the offering party.
The party will assume all legal accountability ownership, physical and digital properties, and assets of Blank Conversations.

ARTICLE XIII - Dissolution

Section 1 - The board has the right to call for a general meeting to discuss the possibility of dissolution. If the meeting is called, all active members must be alerted and invited to the meeting.

Section 2 - The board member(s) calling for dissolution must present adequate reasoning and evidence to the Executive Committee. The committee must vote unanimously to proceed with presenting at a general meeting.

Section 3 - The board must present the previously approved reason and evidence, per Section 2, as for the call for dissolution of the company. Other members are allowed to discuss the possibilities of assuming the company, or provide evidence for dissolution.

Section 4 - If all active members are present at the general meeting, the board can propose a vote on the dissolution of Blank Conversations. All active members may vote, but non-members cannot vote. The board must receive a two-thirds majority of all voting members for dissolution.

Section 5 - If the majority favors for dissolution, the company must do in the following order:

Notify all active members
Publicly announce the dissolution of the company
Secretary must file Articles of Dissolution with the Secretary of State in New Mexico
Notify the Internal Revenue Services (IRS) of dissolution
Assure that all debts and obligations are paid for by time of dissolution
Donate all assets owned by the company
Historian must organize all records and files involving the company into folders that can be accessible after dissolution

Section 6 - After all of the steps above are completed, all officers must officially resign their positions.

ARTICLE XIII – Amending the by-laws

The by-laws may be amended by a two-thirds majority vote in accordance with Article IV. The membership shall be notified of proposed amendments at least fourteen days prior to the meeting when the amendments will be voted upon.

ARTICLE XIV – Construction and Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the New Mexico Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

ARTICLE XV – Certificate of Secretary

I, Mattie K Ruminer, certify that I am the duly elected and acting Secretary of the Blank Conversations Theatre Company Inc., a New Mexico nonprofit public benefit corporation, that the above bylaws, consisting of ten pages, are the bylaws of this corporation as adopted by the membership on January 6th, 2024, and that they have not been amended or modified since that date.