Adopted at the Executive Board meeting of July 30, 2022
As amended at the Executive Board meetings of July 29, 2023, and May 11, 2024
1. Corporate Status and Name
This organization shall be a California non-profit mutual benefit corporation, and its name shall be the Choreographers Guild (hereafter “the Guild”). The principal place of business for the Guild shall be in the County of Los Angeles, State of California.
2. Mission Statement
Choreographers Guild is the collective voice of choreographers working in film, television, commercials, music videos, live concerts, and other media. We work to promote and protect the professional and artistic interests of choreographers and choreography teams.
The Guild shall, at all times, operate on a not-for-profit basis. No part of the net earnings, properties, or assets of the Guild, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the Guild.
3. Officers
The Guild’s officers shall be the President, four Vice Presidents, and the Secretary-Treasurer.
The President shall preside at all meetings of the Executive Board, have the authority to sign agreements on behalf of the Guild, and have other powers or duties as provided for in these Bylaws.
The Vice Presidents shall perform the duties of the President when the President is absent, in the order designated by the Executive Board. They shall stay in close contact with the President, assist the President as needed, and perform other duties as determined by the Executive Board.
The Secretary-Treasurer shall be responsible for reviewing, distributing, and maintaining the minutes of Executive Board meetings; keeping a true and accurate record of all income and disbursements and all assets and liabilities; overseeing the deposit of all money in a bank approved by the Executive Board, in the name of the Choreographers Guild, subject to withdrawal by written authorization of the Secretary-Treasurer, and either the President or one of the Vice Presidents; and overseeing the collection of dues from the members and reporting periodically the standing of all members.
All officers or other individuals authorized to handle or dispose of funds or property of the Guild shall be bonded under a bond approved by the Secretary-Treasurer, the cost of which shall be paid for by the Guild, in compliance with applicable laws.
4. Executive Board
The Executive Board shall be the main governing body of the Guild. Subject to the limitations set forth herein, the Executive Board shall have all powers, duties and obligations of the board of directors of a California mutual benefit corporation, and the activities and affairs of the Guild shall be conducted, and all corporate powers shall be exercised by, the Executive Board, including, without limitation, the power to set Guild policy (including policies governing conflicts of interest and whistleblower procedures), to amend the Articles of Incorporation, to make committee and staff appointments, to set budgets, and all other powers or duties as provided for in these Bylaws. It is the responsibility of the Executive Board to assure that the Guild remains qualified as a non-profit mutual benefit corporation.
Officers shall be included as members of the Executive Board.
The Executive Board shall comprise 24 members, in addition to the 6 officers. If a vacancy occurs in any position outside of a normal election cycle, the vacancy shall be filled by majority vote of the seated Executive Board.
Except where otherwise specified in these Bylaws, a majority vote of the Executive Board shall refer to a majority of voting members acting in a setting where quorum requirements are satisfied, rather than a majority of the full Executive Board.
An Executive Board member who is unable to attend an Executive Board meeting may assign a member in good standing of their choosing to attend the meeting as their designated observer. There shall be no proxy voting by the designated observer, with the exception that proxy voting is permitted on pre-agendized items where the designated observer may deliver the vote of the Executive Board member only as expressly directed by the Executive Board member.
Officers and Executive Board members shall serve without compensation, except that the Executive Board may authorize compensation to the Secretary-Treasurer. They may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
5. Eligibility for Officers and Executive Board
To be eligible for service as an Officer or member of the Executive Board, a member must be in good standing at the time of the close of nominations. No “employer” within the meaning of 29 U.S.C. § 152 shall be eligible to serve as an Officer or member of the Executive Board.
6. Members
Professional choreographers, including Assistant Choreographers, Associate Choreographers, Movement Coaches, and similar titles shall be eligible for membership.
Members must tender uniform dues and other such fees and assessments as are imposed by the Executive Board to become and remain members in good standing. To remain in good standing, members must tender dues annually, on or before the final day of the month coinciding with the anniversary of their initial dues payment. Failure on the part of any member to pay any financial obligation within 30 days after same became payable shall result in such member being automatically declared not in good standing, and subject to expulsion from membership. In no event shall a member be expelled unless they have been delinquent for a period of more than 30 days, and unless such member has been given at least ten (10) days’ written notice, by certified mail directed to their home address as last entered in the records of the Guild that they will stand expelled unless payment of their arrears is made within such ten (10) day period. Such notice must itemize by amount, date and nature of the indebtedness, the outstanding financial obligations of the member for the non-payment of which the notice is being sent.
Every applicant for membership shall be given these Bylaws before being inducted into membership. These Bylaws shall be binding upon the individual members and each member shall be deemed to have consented to be governed thereby.
7. Nominations and Elections
A. Nominations
a. No later than 90 days prior to the mailing date of any secret ballot election, an email shall be sent to all members in good standing asking them to submit via email their interest in serving on the Executive Board or as one of the Officers.
b. To be included in the final list of candidates, each candidate must accept the nomination in writing and consent to serve if elected, as well as be verified by the Executive Director as a member in good standing.
B. Elections
a. Elections for all Officers and Executive Board seats shall be held every two (2) years.
b. To be eligible to vote, members must be in good standing as of 30 days prior to the mailing of ballots.
c. Elections shall be held by mail ballot with ballots mailed to the last-known home address of each active member in good standing not less than twenty-one (21) days prior to the due date for the receipt of ballots.
d. Unopposed candidates shall be deemed elected. Write-in votes shall not be permitted.
e. For President and Secretary-Treasurer, the candidate with the most votes shall be deemed elected.
f. For Vice President, the candidates receiving the 4 highest number of votes shall be deemed elected.
g. For the Executive Board, the candidates receiving the 24 highest number of votes shall be deemed elected.
h. Officers and Executive Board members shall take office immediately upon election.
i. In the case of a tie, a runoff election shall be held at the next Executive Board meeting by majority vote of the seated Executive Board members.
8. Vacancies
A vacancy in the Office of the President shall be filled by a Vice President, in the designated order determined by the Executive Board. Vacancies on the Executive Board or among officers other than President may be filled by majority vote of the Executive Board at any regular or special meeting.
9. Meetings
Regular meetings of the Executive Board shall take place by video conference no less than four times annually. Notice of regular meetings shall be given no less than 7 days in advance of the meeting time.
Special meetings of the Executive Board may be called, in extraordinary circumstances, by the President and any two additional Executive Board members, with notice of no less than 24 hours.
In circumstances where the President and any two additional Executive Board members deem it necessary, the Guild may utilize an electronic poll in lieu of meetings to gather votes, make decisions, or gather data for use by the Guild. To be effective, an electronic poll shall require affirmative votes of all the officers and a majority of the remaining members of the Executive Board, and the results of the poll shall be entered into the minutes of the next Executive Board meeting.
Meetings of the general membership shall take place no less than twice annually, with no less than 7 days’ notice given.
10. Quorum
A quorum for meetings of the Executive Board shall consist of ⅓ of the occupied seats on the Executive Board. If less than a quorum is present at any meeting of the Executive Board, no official business (including any matters requiring a vote) may be conducted at such meeting.
11. Minutes
The Secretary-Treasurer or their designated assistant shall prepare minutes of Executive Board meetings for approval at the subsequent meeting and placement in the Guild’s minute books.
12. Committees
The Executive Board may establish and delegate business to committees at its discretion, provided that each committee consists entirely of members in good standing, includes at least 3 Executive Board members, and conducts meetings in accordance with rules established by the Executive Board.
13. Advisory Council
The Guild may maintain an Advisory Council, with members appointed by majority vote of the Executive Board. The members of the Advisory Council need not be members of the guild. The Advisory Council may offer advice and expertise but may not set policy or assume any other responsibilities or duties of the Executive Board.
14. Employees
The Executive Board may at its discretion appoint employees to run the day-to-day operations of the Guild. Employees may be compensated in an amount determined by the Board at the Board’s discretion. Employees may be removed by majority vote of the Executive Board. Employees of the Guild shall not exercise policy-making authority, and shall report to, work at the direction of, and refer all policy-making decisions to the President.
15. Non-discrimination
The Guild, including its officers, members, and staff, shall not discriminate or attempt to cause any employer to discriminate against any applicant for membership, member, representative or employee of the Guild on the basis of race, national origin, ancestry, color, creed, religion, sex, marital status, sexual orientation, political affiliation, veteran status, gender identity or expression, age or disability for any purpose including, but not limited to, eligibility for membership, holding office or employment in the Guild.
16. Fiscal Year
The Guild’s fiscal year shall be July 1 to June 30.
17. Dissolution and Affiliation
The Guild may be dissolved by resolution with a ⅔ vote of the Executive Board, and ratified by ⅔ vote of the general membership. The Guild may affiliate, merge, or become part of another union by resolution with a ⅔ vote of the Executive Board, and ratified by ⅔ vote of the general membership.
18. Amendment
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted at any meeting of the Executive Board, by a majority vote.
19. Savings provision
If any provision of these Bylaws shall be held to be invalid, the remainder of these Bylaws shall continue in full force and effect.