International Society for the Performing Arts
(Note: These Bylaws appear as amended December 12, 1994 at the Annual Meeting of the Membership.)

I. Name

The name of this organization shall be the International Society of Performing Arts Administrators Inc. (ISPAA). The Society was incorporated under the laws of the state of New York on March 7, 1949.

[NOTE: In 1995, ISPAA filed legal papers to conduct business under the name: International Society for the Performing Arts.] back to top

II. Mission and Purpose

The International Society of Performing Arts Administrators believes that the performing arts are a singular and enduring phenomenon of human communication, born of a basic need to distill, heighten and share meaningful experiences in words, sounds, and movement; that the performing arts are an extraordinary means of providing both entertainment and education; that the cultivation, management and distribution of the performing arts requires a cadre of uncommonly dedicated, sensitive and resilient professionals; and, that the message of the performing arts music, dance, theater is global, unconstrained by geographic, cultural or linguistic boundaries.
The purpose of ISPAA, in support of these beliefs, is to provide a forum for arts professionals who respect the value and role of the performing arts in our society; an opportunity to enhance managerial skills through an exchange of ideas and experiences; and, an interaction with colleagues on an international scale through a series of organized and informal assemblies. back to top

III. Membership

  1. Memberships in this Society shall be designated as Regular, Business, Affiliate, Associate, and Honorary Life and shall be available as follows:
  2. Regular Membership shall be open to persons and organizations whose activities include the promotion, presentation, management, and administration of the performing arts, but not primarily the selling of artists' services.
  3. Business Membership shall be open to artists' agencies and artists' personal managers that sell the services of artists, to artists' public relations representatives, and to other firms or individuals offering services to the presenter.
  4. Affiliate Membership shall be open to persons and organizations working with or representing Regular or Business Members.
  5. Associate Membership shall be open to those persons not covered in other categories, but who wish to participate in functions of the Society as non-voting members.
  6. Honorary Life Membership shall be open to Regular or Business Members in good standing who have rendered distinguished service to the performing arts and the Society and who are retired from active service in the performing arts. Honorary Life Members shall not be assessed dues. Nominations for Honorary Life Membership may be made at any meeting of the Board of Directors. Voting by ballot on those nominated will take place at the succeeding Board meeting, and a unanimous decision is required.
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IV. Membership Procedure

  1. An applicant for membership must be of good character and business reputation. All applications for membership shall be in writing on a form provided by the Society, and shall be directed to the Executive Director or the Membership Chairman.
  2. The Board, in coordination with the Membership Chairman, shall establish a suitable procedure for evaluating applications for membership. A majority of Board members shall be required to accept or decline such applications.
  3. The Executive Director shall notify approved applicants of their selection to membership. New members shall pay one full year's dues to cover their first year of membership.
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V. Dues

  1. The annual dues for each class of membership shall be established by the Board of Directors. Such dues shall be for a one year period.
  2. Each member's dues shall be payable on that member's anniversary month, which is established when s/he initially joins the Society. Members whose dues are not current at the time of the annual conference or other meeting(s) of the Society will forfeit any applicable member discount rates to said meeting(s).
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VI. Voting and Privileges

  1. Each Regular or Business Member shall be entitled to vote. An organization holding Regular or Business Membership shall designate one officer or employee to cast its vote. The privilege of voting shall not extend to Affiliate, Associate, or Honorary Life Members.
  2. The right of a member to vote and the member's right, title and interest in or to the Society or its property shall cease immediately upon the termination of membership. Termination of membership shall not affect the right of the Society to any dues or other monies which the person might owe or to any Society property in custody of the person.
  3. The Board may, by a vote of a majority of its members, expel any member, suspend a member on stated conditions and terms, or censure a member, by reason of that member's failure to make timely payments of dues, or violation of the Bylaws, or the absence of qualifications for membership, or for misconduct tending to bring discredit upon the Society.
  4. For non-payment of dues under normal conditions, a member may be dropped from the rolls without action or notice. For expulsion, suspension or censure on any other grounds, the member must be given written notice of the charges, reasonable time in which to respond and opportunity to appear in person before the Board prior to its taking a vote on the matter. The Board shall be the sole judge, and its decision shall be final. No publicity shall be given to such disciplinary actions.
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VII. Board of Directors

  1. The management, supervision and direction of the Society and all its affairs and property shall be entrusted to and vested in the Board of Directors. The Board shall establish policies and rules; elect the Officers of the Society; undertake programs; set rates, dues and fees; employ and retain such persons with such duties and upon such terms and compensation as it deems proper and advisable; adopt budgets; approve disbursements of funds; and exercise all powers stated in the Certificate of Incorporation or allowable under law, and to take such other measures as may be necessary or proper to carry out the purposes, and to promote the objectives and advancement of the Society.
  2. The Board shall consist of not less than three nor more than twenty-five Directors. The number of seats on the Board shall be set by the Directors prior to elections at the Annual Conference. Nominations for Directors may be made by the Nominating Committee and from the floor of the Conference. Directors shall serve for three-year terms. Board membership shall be open to regular and business members who are in good standing. The current President of the International Society of Performing Arts Administrators Foundation shall serve as ex-officio member of the Board.
  3. фитнес фитнес в Краснодаре Directors shall attend all Board meetings. A Board member who is absent for two consecutive meetings will be subject to review by the Nominating Committee and may have his/her Board tenure terminated. Directors shall accept Committee Chairmanships as assigned by the President; assist with recruitment of new members; support Foundation Benefit activities; and participate in the decision making of the Board toward the advancement of the Society's goals.
  4. Any vacancy on the Board of Directors, other than those occurring through normal completion of terms, shall be filled on an interim basis by the vote of a majority of the Directors present at any duly constituted meeting of the remaining Directors at which there is a quorum, unless a quorum is impossible because of the number of such vacancies, in which case, vacancies may be filled by the majority vote of remaining Directors present. A Director so chosen to fill a vacancy shall hold that office until the next Annual Conference, at which time the members shall re-elect him/her or elect a successor.
  5. Regular meetings of the Board shall be conducted in conjunction with the Annual Conference, and between Annual Conferences at a place and time as designated by the majority of Board members.
  6. Special meetings of the Board may be called by the President, Executive Committee, or any five members of the Board. Such a call shall state the purpose of the meeting and shall state its time and place and shall be issued to the Secretary who shall direct written notice of the meeting to the best available address of each Board member at least 14 days prior to the time of the meeting.
  7. A quorum of the Board shall consist of one more than half of the total number of Board members. If less than a quorum is present, a majority of those present may adjourn the meeting but take no further action. When a quorum is present, the act of the majority shall be the act of the Board except as may be otherwise provided. Any Board member may grant his proxy to another Board member, and such a proxy when verified to the satisfaction of the President, may be counted in voting and toward a quorum.
  8. The presiding officer at all meetings of the Board or Annual Conference shall be the President or, in his absence, the President- Elect, or in their absence, the Secretary or, in their absence, a Chairman elected by those present. The Secretary or, in his absence, an Acting Secretary, designated by the presiding officer, shall keep a record of the proceedings of each Board meeting for subsequent reading or circulation to Board members.
  9. The order of business for any meeting of the Board or the Society shall be determined by the presiding officer unless otherwise determined by a majority of voting members present. No one may serve more than two consecutive three-year terms without at least one intervening year during which he/she is not on the Board, except that the Immediate Past President shall in all events serve on the Board for at least one year following his/her tenure in office.
  10. No part of the net earnings of the Society shall enure to the benefit of any officer or Board member of the Society or to any private individual (except that reasonable compensation may be paid for services rendered by a Board member or officer to the Society affecting one or more of its purposes based on a contract for services agreed to by the Board members). Board members or officers may be reimbursed for reasonable expenses incurred in the performance of official duties.
  11. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or committee shall be filed with the Minutes of the proceedings of the Board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
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VIII. Officers

  1. The Officers of the Society shall consist of the President, President-Elect, Secretary, Treasurer, and additional Vice Presidents as deemed necessary by the President. No person shall hold more than one of these offices at the same time, except that at the discretion of the Board one person may serve as both Secretary and Treasurer. Officers may also serve simultaneously as chairmen of committees or in such other positions as may be created. Officers shall be elected from among the current members of the Board of Directors by majority of the current members of the Board.
  2. The terms of all officers shall be for one year, beginning with the Board meeting following the Annual Conference and continuing through the next Annual Conference. If an officer resigns his/her office, it shall be deemed that he/she also resigns from the Board.
  3. No person shall serve more than two successive terms as President, but a President may serve more terms if no more than two terms at a time are successive.
  4. Subject to such changes as the Board may prescribe, officers of the Society shall have such powers and duties as generally pertain to their regular offices, including but not limited to, the following:
  5. The President shall serve as the principal executive officer of the Society, preside at Board, Executive Committee, general and annual meetings; appoint all committees; serve ex officio on all committees; fill vacancies as prescribed; act as Advisory Committee Chairman of the ISPAA Foundation; and shall serve as the principal representative of the Society. In the event of the absence or inability of the President to perform the duties of that office, the President-Elect or Secretary or Treasurer, in succession, respectively, shall perform those duties and have the same authority as the President. At other times, the President may delegate or assign such duties as he chooses to the President-Elect or an appointed Vice President.
  6. The President-Elect shall serve as Chairman of the Program Committee. The succession in office will follow from President-Elect to President. Deviation from the succession rule will require a two-thirds affirmative vote by those present and voting at a meeting of the Board of Directors at a time prior to the Annual General Meeting.
  7. The Secretary shall keep the minutes of the Board of Directors' Meetings, Executive Committee Meetings, and the Annual General Meeting of the Society and shall mail copies of the minutes to the Directors within 30 days following a meeting. The Secretary shall notify members of the Board of Directors and the Society of their respective meetings and perform duties as are normally expected of a Secretary and such duties as requested by the Board or the President.
  8. The Treasurer shall serve as Chairman of the Finance and Audit Committee. The Treasurer shall review, amend, and present the proposed annual budget to the Board of Directors; review quarterly financial statements prepared by the Executive Director; review, amend, and present the annual financial statement prepared by the Executive Director to the Board; and shall approve or decline investment recommendations made by the Executive Director.
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IX. Executive Director

  1. The Executive Director shall serve as business manager for the Society. The Executive Director shall be appointed and hired by the Board of Directors and shall report to the Board of Directors.
  2. The Executive Director shall coordinate functions of the Society including, but not limited to, the Annual Conference, the International Congress, and meetings of the Board of Directors; manage the business office and office personnel; and approve the publishing of all print materials of the Society, including the Newsletter FORUM and the annual Membership Directory.
  3. The Executive Director shall be custodian and preservation of all records, books, documents, and papers of the Society.
  4. The Executive Director shall keep all financial records of the Society, subject to regular review of the Treasurer and annual review by designated CPA auditors, and shall publish the audited Annual Financial Report in FORUM for the inspection of members of the Society.
  5. The Executive Director shall prepare quarterly and annual financial statements and the annual budget, and shall invest monies for the Society in accordance with Finance Committee approval.
  6. The Executive Director shall sit on the Board of Directors and all committees in an ex officio capacity, with voice but no vote.
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X. Committees

  1. The President shall appoint any and all chairmen and committees which, in the judgement of the President or by direction of the Board of Directors, may be necessary or advisable, and shall appoint committee members in coordination with committee chairmen. All standing committees of the Society shall be so constituted that at least one member and the chair of the committee shall be members of the Board of Directors. All committees shall be required to meet annually and to submit reports to the Board of Directors at the Annual Conference. In addition to any special committees created by the President or Board, there shall be the following standing committees:
  2. Executive Committee, comprised of the President, President-Elect, Immediate Past President, Secretary, Treasurer and up to three additional members of the board appointed by the president for a one year term, with authority and responsibility to function as the managing and directing body of the Society in matters requiring expeditious decisions. Between sessions of the Board of Directors, the Executive Committee shall exercise all of the powers of the Board. Meetings of the Executive Committee shall be held on the call of the President or any two members of the Executive Committee. At least 24 hours prior notice of a meeting by mail or telegram, in person, or by telephone shall be given each member of the Committee unless notice shall be waived in writing. A full record of the proceedings of the Executive Committee shall be kept and reported to the Board at its next succeeding meeting. A majority of the Executive Committee shall constitute a quorum and a majority of a quorum shall determine the action of the Committee.
    1. External Affairs Committee , comprised of a minimum of three members, to inform the general membership of significant legislative, political or general business developments germane to arts administration.
    2. Conference Committee, comprised of at least one Board member, and other regular or business members, to plan program content and perform duties relevant to the Conference, in coordination with the Executive Director and with the approval of the Executive Committee.
    3. Finance and Audit Committee, chaired by the Treasurer, comprised of at least three Regular or Business Members, to make an annual audit and to make reports and recommendations to the Board concerning all matters pertaining to finances of the Society.
    4. Program Committee, chaired by the President-Elect, comprised of an appropriate geographical and international representation of Board and non-Board members, to periodically review the needs and goals of the Society; to plan for the development of its organization; and to recommend effective means of implementing plans for continued growth and advancement.
    5. Marketing Committee, comprised of seven or more members including one Board member, representing various geographic regions, to solicit new memberships and to evaluate applications for membership as directed by the President or the Executive Director. This Committee is also responsible for public and press relations, fund raising, and the marketing of ISPAA services.
    6. Nominating and Governance Committee, comprised of five members of the Society, of whom at least one shall be a member of the Board and chaired by the Past President. This Committee shall submit to the general membership a slate of candidates for the Board of Directors and to the Board a slate of candidates for Society officers each year to be voted on at the Annual Conference. The Committee shall also study, make reports and submit recommendations to the Board on matters of Society governance and ethics, including periodic changes in the Bylaws.
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XI. Annual Conference of Members

  1. The Annual Conference of the members of the Society shall be held each year at times to be selected by the Board, for the purpose of electing Directors and Officers of the Society and for the transaction of such other business as may properly be brought before the meeting, and for education and benefit of the membership. The exact time and place for the Annual Conference shall be determined by the Board of Directors and written notice mailed to each member of the Society at least 20 days prior to the meeting.
  2. Twenty Regular Members of the Society shall constitute a quorum for the Annual Conference and for any other general meetings of the members of the Society. When a quorum is present, the act of the majority shall be the act of the members.
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XII. Amendments to Bylaws

  1. These Bylaws may be altered, amended or repealed by a majority vote of the members present and voting at an Annual Conference of the Society, provided that written notice of the proposed changes has been given to the members at least 30 days prior to the meeting, or by written ballot of two-thirds of the members of the Society, provided that written notice of the proposed changes has been given to members at least 30 days prior to the established date. The Secretary of the Society shall give notice of proposed changes in the Bylaws upon direction by the Board of Directors or upon written request from at least 50 per cent of the members of the Society.
  2. In the conduct of its meetings and its business, the Society shall be governed by Robert's Rules of Order, except where they are contradicted by any provisions of these Bylaws.
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XIII. Assets, Funds, and Dissolution

  1. No director, officer or employee of the Society shall have any right, title, or interest in any of the assets and funds of the Society; all assets and funds of the Society shall be owned exclusively by the Society.
  2. In case of dissolution of the Society, the assets remaining after payment of its just debts and obligations shall be transferred to charitable, literary or educational organizations which would qualify under the provisions of Section 501 (c) 3 of the Internal Revenue Code and its regulations. Such organizations shall be chosen by the Board.
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XIV. Indemnification


Any person made a party to any action, suit or proceeding, civil or criminal, by reason of the fact that he, his testator or intestate is or was an officer or director of the Society shall be indemnified by the Society against the reasonable expenses, including attorney's fees, actual and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer or director is liable for misconduct in the performance of his duties. In the case of a criminal action, suit or proceeding, a conviction or judgement (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed as adjudication that such director or officer is liable for misconduct in the performance of his duties, if such director or officer was acting in good faith in what he considered to be the best interest of the Society and with no reasonable cause to believe that the action was illegal.

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XV. International Chapters

  1. The Board of Directors may from time to time establish International Regional Chapters.
  2. Purpose. The objects of regional chapters shall be identical with those of the Society as a whole, but with particular reference to the common interests of those members of the Society located in the regions concerned. Regional chapters shall be established by resolution of the Board and shall be responsible to the Board in all matters.
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XVI. Fiscal Year

The Corporation's Fiscal Year shall be April 1 through March 31.

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International Society for the Performing Arts Foundation
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