ARTICLE 1. NAME AND PURPOSE
Section 1. This non-profit organization shall be known as the MID-ATLANTIC CLOWN ASSOCIATION CORPORATION as filed with the State of New Jersey on May 10, 1991, and hereafter referred to as the association.
Section 2. The purpose of this organization is to promote the education in, and the preservation of, the ancient art of clowning for the mutual benefit of its members in eight (8) Mid-Atlantic States and one (1) District including Delaware, the District of Columbia, Maryland, New Jersey, New York, Ohio, Pennsylvania, Virginia and West Virginia
ARTICLE 2. HEADQUARTERS OF THE ASSOCIATION:
Section 1. The Executive Board of the Association shall determine the permanent address and headquarters of the Association, which shall be the official MACA address.
ARTICLE 3. MEMBERSHIP
Section 1. Members shall be admitted to the association under such uniform conditions, as may be established by the Executive Board and the Membership.
Section 2. Regular membership shall be open to all persons interested in the art of clowning.
Section 3. Family membership shall be available to the spouse, children and/or siblings of members in good standing and life members.
Section 4. Life memberships may be granted under conditions determined by the Executive Board.
Section 5. The executive Board may approve and grant Honorary membership to any person.
Section 6. Membership other than Life and Honorary memberships shall run concurrent with the fiscal year of the association.
ARTICLE 4. FISCAL YEAR, CAPITAL STOCKS AND DUES:
Section 1. The fiscal year of the association shall begin October 1, and end September 20th of the following year.
Section 2. The association shall issue no stock.
Section 3. The executive Board shall determine the amount of dues for each class of membership.
ARTICLE 5: OFFICERS:
Section 1. The officers of the association shall be a President, Vice President, Secretary, Treasurer, Editor Chaplain, Educational Director, Historian, three (3) Trustees and State directors and shall be know collectively as the Executive Board.
Section 2. The members of the Executive Board shall serve without compensation and elective officers shall be chosen at the Annual Convention of the association by a vote of the majority membership.
Section 3. A member of the association may hold only one (1) elective or appointed position in any given term. Directors, Chaplain, or other elected or appointed positions may hold additional elected offices or appointed positions. (such as a State Director and Recording Secretary). Vacancies in any elective or appointive office may be filled by the President.
Section 4. PRESIDENT: The President shall be the chief executive officer of the association and shall preside at all meetings of the association and the Executive Board. The President shall perform such duties as are customarily associated with the office; may bring such matters to the attention of the Executive Board and the Membership as may improve the welfare and usefulness of the association; and shall be one (1) of three (3) officers authorized to sign checks of the association. The President shall be elected for a period of two (2) years.
Section 5. VICE PRESIDENT: The Vice President of the association shall act in the absence or incapacity of the President; shall perform as a liaison between the Executive Board and the Alley or individuals hosting the forth-coming convention; and shall perform such others duties as the Executive Board shall decide. The Vice President shall be one (1) of three (3) officers authorized to sign checks of the association. The Vice President shall be elected for a period of two (2) years.
Section 6: SECRETARY: The Secretary of the association shall prepare the minutes of all meetings of the organization and the Executive Board; supervise and maintain all books and records of the association; prepare and serve notices as required by the By-Laws; and make a full report of all matter and business of the association at the regular meetings of the member. The Secretary shall retain the corporate seal and affix it to all papers of the associations; shall maintain and complete and accurate records of the membership; receive the payment of all dues to be turned over to the Treasurer; and provide the Editor with an up-to-date mailing list. The Secretary shall be elected for a period of two (2) years. The executive Officers may appoint a membership chairman, recording secretary and/or other position to complete some of these duties under the Secretary.
Section 7: TREASURER: The Treasurer of the association shall be responsible for all financial transactions of the association as directed by the Executive Board shall administer all funds of state and federal rules and regulations; shall execute all bonds, checks, and financial papers of the association. Yearly, in September or October, the Treasurer shall submit all books and financial papers of the association for an “in house” audit for an annual report and submit it with an annual financial statement at the convention of the membership. The Treasurer shall deliver all books, money and other property to his successor or the President in the absence of a Treasurer-Elect. The Treasurer shall be elected for a period of two (2) years.
Section 8. EDITOR AND/OR WEBMASTER: The Editor/Webmaster, with the assistance of the officers and the Executive Board, shall be responsible for publishing the association’s newsletter, the “Big Top”, including the clarity, readability, spelling of the printed material, advertisements and providing a copy to each member of the association in good standing. The Editor shall be elected for a period of one (1) year.
Section 9. TRUSTEES: There shall be three (3) Trustees, Reporting directly to the President, to supervise the elections of the association, including checking the credentials of the nominees, the direction and coordination of the nominating and election committees and provide a report to the Executive Board and membership of the association at its annual convention. Each Trustee shall be elected for a period of one (1) year.
Section 10. EDUCATION DIRECTOR: The Education Director shall assist the Alley or individuals hosting the annual convention of the association in securing lecturers and be a resource for educational materials for the general membership, the Alleys and for training programs. The Education Director shall serve for a period of one (1) year.
Section 11. CHAPLAIN: The Chaplin will be responsible for conduction of all religious and memorial services at meetings and conventions. The Chaplin will serve for a period of (1) one year.
Section 12. HISTORIAN: The duties of the Historian shall be to collect and keep all information, pictures, articles, etc. which make up the history of the association. The Historian shall serve for a period of one (1) year.
Section 13. STATE DIRECTORS: There shall be at least one Director for each state or district in service area of the association, who are responsible for promoting the organization in their area of responsibility and to solicit new members. Each Director shall serve for a period of one (1) year and shall reside in the area of the Director’s responsibility.
ARTICLE 6: EXECUTIVE BOARD
Section 1. MEMBERSHIP: The Executive Board of the Association shall consist of the elected officers, the immediate Past President and such other members as the Executive board shall determine.
Section 2. DUTIES: The Executive Board shall determine and control policies and activities of the association, their disbursement of the association’s funds, other business of the association and purpose changed in the By-Laws when necessary.
Section 3. VOTING: All members of the Executive Board and a representative of each Alley shall have one (1) vote on every matter submitted to ballot except the appointed members. The President shall vote only in the case of a tie. Voting by email or an on-line meeting is applicable. Voting by telephone is prohibited.
Section 4. MEETING: The Executive Board shall hold its regular annual meeting at the Annual Convention. A Mid-Year Officers meeting will be held at a time and location as designated by the President. The President may call for other meetings of the Executive Board designating the time and location of the meeting. The Executive Board shall also meet at the call of a majority of the members of the association
Section 5. QUORUM: A majority of the voting members of the Executive Board constitutes a quorum. No action requiring a vote of the Executive Board may be taken when a quorum is not present at the meeting.
Section 6. ATTENDANCE: Any member of the Executive Board who cannot attend a scheduled meeting shall notify the Secretary or President by phone or in writing. Any member who is absent without due cause for two (2) consecutive meets, shall be considered to have quit their office. The President shall fill any vacancies that occur for the remainder of the unexpired term of that office.
Section 7. BONDS AND INSURANCE: The Treasurer of the association and any other officers having custody of or authority over assets and funds of the association, shall be bonded by the association. The association shall provide adequate insurance coverage for all property as may be in its possession or stored by it, regardless of whether or not such other property is insured by its owner.
ARTICLE 7: ALLEYS
Section 1. An Alley shall consist of five (5) members of the association. Every Alley shall be responsible for its own financial and other records and all legal matters. The Alley shall defend, indemnify and hold the association blameless in all actions arising out of it activities.
ARTICLE 8: ANNUAL CONVENTION
Section 1. An Annual convention of the association shall be held each year in the period between October 1 and mid November. The hosting Alley / Group must adhere to the established “Rules and Regulations” for the MACA conventions.
ARTICLE 9: GENERAL MEMBERSHIP MEETINGS
Section 1. REGULAR MEETINGS: The membership of the association shall hold its regular meeting at the Annual Convention of the association. All persons attending the Annual Member Meeting must have paid dues for the coming fiscal year.
Section 2. SPECIAL MEETINGS: Special meetings of the membership of the association may be called by the President or upon request of one-third (1/3) of the membership. All members of the association shall be notified by telephone or by mail to their latest address of record, at least fifteen (15) days prior to such meeting indicating the time, location and matters to be discussed.
Section 3. QUORUM: Ten Percent (10%) of the total membership of the association must be present at any meeting to constitute a quorum. No business may be acted upon in the absence of a quorum.
Section 4. ORDER OF BUSINESS: The order of business shall be: (1) call the meeting to order; (2) read and approve the minutes of the last meeting; (3) receive communications; (4) reports by officers and staff; (5) reports of standing or special committees; (6) unfinished business; (7) new business; (8) elections of officers at the convention; (9) approval of bid for next convention; (10) adjourn meeting
Section 5: The order of business of any regular meeting may be altered or suspended as deemed necessary by the Executive Board.
ARTICLE 10: MACA NEWSLETTER
Section 1. The association shall regularly publish a newsletter title the “BIG TOP” (4 issues a year). A copy of each issue or newsletter shall be provided to each member and alley of the association in good standing.
ARTICLE 11: ASSEMBLY GOVERNING AUTHORITY
Section 1. All meetings of the association, its Executive Board and committees, shall be conducted under the governing procedures of the latest revision of Roberts Rules of Order.
ARTICLE 12: AMENDMENTS
Section 1. This charter and By-Laws may be amended, altered, revised, or repealed in whole or in part by a majority vote of the membership at any regularly called meeting if the proposed action is given to each member at least thirty (30) days prior to the meeting.
AMENDMENTS:
Number 1. Article 5, Sections 4, 5, 6, 7
The President, Vice President, Secretary and Treasurer must be members in good standing for a minimum of two years before their election.
Number 2. Article 10, Section 1:
Change number of Big Top Magazines to be published each year, from six (6) to four (4)
Number 3. Article 5, Section 13:
Add : There shall be “at least” one Director for each state
2021:
Number 1. Article 5, Section 3 revised to read
Directors, Chaplain, or other elected or appointed positions may hold additional elected offices or appointed positions. (such as a State Director and Recording Secretary) Vacancies in any elective or appointive office may be filled by the President
Number 2. Article 5, Section 6 revised to read
The Secretary shall be elected for a period of two (2) years. The executive Officers may appoint a membership chairman, recording secretary and/or other position to complete some of these duties under the Secretary.
Number 3. Section 8 revised to include Webmaster
Number 4. Article 6 Section 3 Voting revised to include email and on-line meetings.
Number 5. Article 6 Section 4 Meeting revised to include
The Executive Board shall hold its regular annual meeting at the Annual Convention. The President may call for meetings of the Executive Board designating the time and location of the meeting. An “End of Convention” meeting is advised. The Executive Board shall also meet at the call of a majority of the members of the association. On-line meetings are acceptable.