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CONSTITUTIONAND BY-LAWS

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TA B L E O F C O N T E N T S

CONSTITUTION

Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Article I Name . . . . . . . . . . . . . . . . . . . . . . 2

Article II Membership. . . . . . . . . . . . . . . . . . 3

Article III Government . . . . . . . . . . . . . . . . . . 5

Article IV Elections . . . . . . . . . . . . . . . . . . . 10

Article V Amendments to Constitution . . . . . 12

Article VI By-Laws . . . . . . . . . . . . . . . . . . . . 14

Article VII Notice . . . . . . . . . . . . . . . . . . . . . 15

Article VIII Real Estate . . . . . . . . . . . . . . . . . 16

Article IX Dissolution . . . . . . . . . . . . . . . . . 16

Article X Merger. . . . . . . . . . . . . . . . . . . . . 17

Article XI Severability/Interpretation. . . . . . . 17

BY-LAWS

Article I Membership Meetings . . . . . . . . . 18

Article II National Council and Regional Boards. . . . . . . . . . . . . . 20

Article III Officers and Executives . . . . . . . . 26

Article IV Committees . . . . . . . . . . . . . . . . . 29

Article V Amendments to By-Laws . . . . . . . . 30

Article VI Conflict of Interest . . . . . . . . . . . . 31

Article VII Referenda . . . . . . . . . . . . . . . . . . 32

Article VIII Rules of Order . . . . . . . . . . . . . . . 32

Article IX Membership and Dues . . . . . . . . . 32

Article X Discipline. . . . . . . . . . . . . . . . . . . 38

Constitutional Amendments. . . . . . . . . . . . . . . 46

Appendix A Composition of the National Council . . . . . . . . . . . . . . 47

Appendix B National Council Annual Election Distributions . . . . . . . . . . 47

Appendix C Nominating Committees . . . . . . . . 48

Appendix D Reciprocal Agreement BetweenU.S. and Canadian Equity . . . . . . . 49


2 Actors’ Equity Association Constitution

C O N S T I T U T I O N

PREAMBLE

We hereby constitute ourselves a voluntary Associ-ation to advance, promote, foster, and benefit allthose connected with the art of the theatre andparticularly the profession of acting and theconditions of persons engaged therein; to protectand secure the rights of actors; to inform them asto their legal rights and remedies; to advise andassist them in obtaining employment and propercompensation therefor; to procure appropriatelegislation upon matters affecting their profession;to do or cause its members to do or take suchlawful action as in the discretion of the NationalCouncil shall advance, promote, foster, and benefitthe profession; to do or cause to be done or torefrain from doing such other acts or things, eitheras an Association or through the individualmembers thereof, as may be lawfully done or asthey or it may lawfully refrain from doing, as in theopinion of the National Council shall appearadvantageous to the profession of acting or to themembers of this Association engaged in thatprofession.

And we hereby agree that this Association, andsuch persons as may thereafter become members,are and will hereafter continue to be governed bythe following Constitution and By-Laws, and by suchamendment(s) thereto as may hereafter be lawfullymade, all of which are hereby agreed to be bindingupon members as of the date of their lawfully takingeffect, regardless of the rights vested in the variousmembers prior to such amendment(s).

ARTICLE I – NAME

The name of this Association shall be the Actors’Equity Association. It is and shall be a voluntaryAssociation, under the laws of the state of NewYork, consisting of seven or more persons andhaving a President and Secretary/Treasurer. Itsseal shall be circular and bear the name of theAssociation and the date of organization. Its


3Actors’ Equity Association Constitution

principal office shall be located in the borough ofManhattan, city and state of New York, and it shallendure until dissolved by action of its NationalCouncil and its members, as hereinafter provided.

ARTICLE II – MEMBERSHIP

Section 1. Classes of Membership. The member-ship shall consist of members, alien members,honorary members and such other classes ofmembership as may hereafter be created by theNational Council with the approval of the membersin good standing.

Section 2. Eligibility. Persons who are citizens ofthe United States or who are resident aliens of theUnited States and who, in the judgment of theNational Council, meet the qualificationsestablished by the National Council are eligible tobe members.

Section 3. Inactive Members. A member “not ingood standing” shall be defined as a member ontemporary withdrawal, suspended payment, out-of-benefit or delinquent. Except for payment of dues, amember “not in good standing” shall be subject toall of the duties and obligations required of amember “in good standing”.

Section 4. Alien Members. Actors who are admittedto the United States pursuant to the immigrationlaws of the United States solely for the purpose ofperforming in a theatrical production may, in thediscretion of the National Council, be elected asalien members.

Section 5. Honorary Members. Persons in sympathywith the objects of the Association and having nobusiness or other associations antagonistic theretoare eligible as honorary members. Said honorarymembers shall hold no office and cast no vote norhave any voice except with the consent of themembers in good standing present at any meeting atwhich said honorary members are present.

Section 6. National Council Authority. The NationalCouncil shall be the sole judge in all matters ofelection to membership and qualifications ofapplicants.



Section 7. Rights of Members.

(a) The National Council, with the approval of themembers in good standing given at a specialmembership meeting, as specified in Article I,Section 4 of the By-Laws, called for thatpurpose, may alter, reclassify, change, enlarge,diminish, or terminate the rights and/ormembership of any member or group ofmembers, and/or the present or futuremembership of the Association, and define thequalifications for persons becoming members,in any present, changed or additional classes.

(b) Should such action diminish, alter, change,terminate or destroy the vested rights of anyperson then a member in good standing, theconcurrence of two-thirds of the members ingood standing present and voting at themeeting in which such action is to be approvedshall be necessary. Action under the discipli-nary authority section of the Government ArticleIII of this Constitution is not deemed to beaction within the meaning of this section 7 (b).

Section 8. Obligations of Members. Members shallobey, abide by and be governed by the Constitutionand By-Laws of the Association and any rule, orderor law now or hereafter lawfully made or given byany lawful authority in or of the Association.

Section 9. Delinquent Members. Delinquentmembers, as defined in the By-Laws, and membersunder fine or suspension shall not be eligible toattend meetings of the Association or to cast a voteas members and shall not be entitled to be givennotice or notices of meetings while so delinquent orunder fine or suspension.

Section 10. Membership Meetings. Provisionsrelating to the holding and conducting of Regional,Special, and Annual membership meetings shall beas specifically set forth in the By-Laws.

Section 11. Voting Rights and Eligibility to HoldOffice/Service on Committees.

(a) Only a member who is in good standing and hasattained the age of 12 shall be entitled to vote.

(b) Only a member in good standing who has



attained the age of 18, has been in goodstanding for the two years prior to nomination,and who meets either the applicable Principal,Chorus, or Stage Manager employmentcategory qualifications, as hereinafter defined,shall be eligible to be an Officer, Councillor orRegional Board member.

(c) Only a member who is in good standing and hasattained the age of 18 shall be eligible to serveas a deputy and/or member of any committeeof this Association.

(d) No member who is in Conflict of Interest, asdefined in the By-Laws, shall be eligible to serveas a deputy, to serve on any committee or to beeligible for nomination or service as a memberof any Regional Board or of the NationalCouncil.

Section 12. Non-Discrimination. Nothing in theforegoing provisions shall operate against eligibilityfor membership in the Association on the basis ofsex, race, religion, national origin, political affilia-tion or persuasion, physical disability, or sexualorientation.

ARTICLE III – GOVERNMENT

Section 1. National Council & Subordinate Bodies.

(a) National Council: The general management,direction and control of the affairs, funds andproperty of the Association and the determina-tion of the relations and obligations of membersto the Association, of the Association tomembers, of members to each other and ofmembers to employers, except as expresslylimited and/or controlled by this Constitutionand By-Laws, shall be vested in the NationalCouncil.

(b) Regional Boards: The Regional Boards shallassist the National Council with the business ofthe Association and its members resident ingeographic Regions, as defined hereinafter.Said Regional Boards shall have only suchauthority and responsibilities, and shall besubject to all such rules and procedures, whichthe National Council may from time to time



determine and delegate. The terms “Region”and “resident in a Region” as used in thisConstitution and By-Laws shall mean respec-tively: “Region” — a geographic area asadministered by an Equity Regional office or asmay from time to time be defined by theNational Council; “resident in a Region” —normally and regularly residing in a Region andduly registered as such with the Association.

(c) Executive Committee: The National Councilmay delegate any or all of its powers of manage-ment and control of the affairs, funds andproperty of the Association to an ExecutiveCommittee, elected from itself, composed of nofewer than five Councillors and which shall holdoffice and have the authority and dutiesconferred upon it by the National Council.

Section 2. Composition of National Council &Regional Boards.

(a) The National Council shall be composed of theOfficers and of 75 members in good standing.Said 75 Councillors shall be from geographicRegions, elected in numbers proportionate tothe number of members in good standingresident within each Region and proportionateto the employment category distribution of eachRegion, as specifically set forth in the By-Laws.

(b) Officers and Councillors from each Region shallbe members of the applicable Regional Boardsas specifically set forth in the By-Laws.

(c) The number of members in good standingresident in each Region and the employmentcategory distribution of each Region shall bereviewed every six years as of 1998. Adjust-ments, if any, to the distribution of Councillorsby Region and employment category shallsubsequently be made in accordance with theresults of said review and as may be furtherspecified in the By-Laws.

Section 3. Employment Category Qualifications.

(a) Principal: A member performing principal workshall mean a member in good standing who hasworked either:



(1) under no less than two Equity contractsperforming principal work, or

(2) under one Equity contract per formingprincipal work for no less than 10 weeks.

(b) Chorus: A member performing chorus workshall mean a member in good standing who hasperformed chorus work within the five yearspreceding the nomination or appointment tooffice, provided that the member has notworked as a principal performer for a total of 52weeks within the two years prior to suchnomination or appointment to office.

(c) Stage Manager: A member performing stagemanagerial work shall mean a member in goodstanding who has worked within the five yearspreceding the nomination or appointment tooffice, either:

(1) under Equity contract for at least 30 weeks,solely as a Stage Manager or AssistantStage Manager, or

(2) under no less than five Equity contracts,solely as a Stage Manager or AssistantStage Manager.

Section 4. Election of Councillors/Terms.

(a) Councillors shall be elected by the members ingood standing at an annual election.

(b) Councillors shall be elected for a term of fiveyears, except as provided below.

(c) In the case of the death, resignation or removalof a Councillor, a qualified successor who shallbe a member in good standing from theapplicable Region and employment category,shall be elected at the next annual election forthe remainder of the Councillor’s term.

Section 5. Officers.

(a) Election & Complement. The Officers of theAssociation shall be elected by the members ingood standing at the applicable annual electionand shall consist of President; First Vice-President, who shall be a member performingPrincipal work; Second Vice-President, who



shall be a member per forming Chorus work; Third Vice-President, who shall be amember performing Stage Managerial work;Secretary/Treasurer; and a Vice-President foreach Region as may be in existence.

(b) Term. Each Officer shall hold office for a termof three years. In the case of death, resignationor removal of an Officer, a qualified successorshall be elected at the next annual election forthe remainder of the term.

Section 6. Removal of Councillor.

(a) A Councillor may be removed by a two-thirdsreferendum vote of the members of theNational Council voting in said referendum andthe seat declared vacant if the Councillor isabsent, without good reason, from four consec-utive regular National Council meetings anddoes not tender a resignation or show goodcause within four weeks from the date of theCouncil’s written request why the seat shouldnot be vacated. (As used herein the term “goodreason” shall mean gainful employment,illness, family emergency or for such otherreason as the National Council may deemvalid.)

(b) Upon such removal, the National Council shallinform the person so affected that the seat hasbeen declared vacant and shall elect a qualifiedmember in good standing from the applicableRegion and employment category to serve as areplacement until the next annual election. TheNational Council’s decision to remove shall befinal and binding.

Section 7. Voting Rights. Each member in goodstanding shall be entitled to cast one vote for eachOfficer and each Councillor to be elected and aplurality of the votes so cast shall elect.

Section 8. Authority to Appoint and Assign Duties.The National Council shall have the authority toappoint committees, executives, agents, assistantsto Officers, and such employees to carry on thework of the Association as it may deem proper, andshall determine the authority, duties and compen-sation of the foregoing. The National Council shall



appoint and define the duties and compensation ofan Executive Director and Assistant ExecutiveDirectors.

Section 9. Disciplinary Authority.

(a) The National Council shall have the authority tocensure, suspend, expel, terminate themembership of, require the resignation of, fine,or otherwise punish any member, and theoffenses for which, and the conditions underwhich the National Council may so act, shall beset forth in the disciplinary provisions of the By-Laws or in rules adopted by the NationalCouncil. Any person whose membership shallcease or be in any manner terminated shallhave no further rights in the Association, itsproperty or assets.

(b) The National Council may by rule determine anyquestion or procedure arising under thisSection or upon appeal from any action of theNational Council. No action, omission or irregu-larity shall affect the validity of any proceedingor action of any committee or of the NationalCouncil provided that the member affectedshall have been given due notice of applicablemeeting(s), as specified in the Discipline articleof the By-Laws.

Section 10. Membership Meeting Resolutions.

(a) Should the National Council reject a resolutionduly adopted at any Regional Membershipmeeting, as defined in the By-Laws, theNational Council shall state its reasons for suchrejection both in the Association publication,and at the subsequent membership meetingsheld in each Region, with due notice given.

(b) Provided that there are at least a combinedtotal of 750 members in good standing presentat said subsequent Regional meetings, theNational Council’s rejection can be reversed bya combined two-thirds vote of the members ingood standing present and voting. In the eventof such reversal by the members in goodstanding, the National Council may not takeaction contrary to such duly adopted resolution,provided that it may submit such resolution to amail referendum vote of the members in good



standing subject to such procedure as theNational Council shall determine.

(c) If there are less than a combined total of 750members in good standing present at saidsubsequent meetings held in each Region, andthe members in good standing vote by acombined two-thirds vote to reverse theNational Council’s rejection, then the NationalCouncil may by resolution and must, at thewritten request of 250 members in goodstanding filed with the Executive Director within30 days after the last date of said subsequentmembership meetings, submit said resolutionto a mail referendum vote of the members ingood standing, subject to such procedure asthe National Council shall determine.

(d) A majority of the members in good standingvoting in said referenda shall determine theadoption or rejection of the resolution.

ARTICLE IV – ELECTIONS

Section 1. Annual Election. The annual election shallbe conducted by mail and/or electronic ballot andshall be concluded no later than eight weeks after thedate of the Annual meeting. The ballots for saidelection, together with appropriate descriptiveinformational material as more specifically set forth inthe rules of the National Council regarding elections,shall be distributed at the Association’s expense tothe members in good standing no later than the 14thbusiness day following the Annual meeting.

Section 2. Counting of Ballots. The NationalCouncil shall by similar rule determine the specificdate of each election and date for counting of theballots. At the National Council meeting immedi-ately prior to the date set for the counting of theballots of the annual election, or any other electionheld pursuant to this Constitution, the presidingOfficer shall appoint no less than three members ingood standing to act as a proxy committee and asinspectors and tellers for the election, whose dutiesit shall be to canvass, count, and declare the resultof the votes cast at such election, unless theNational Council engages the services of anindependent agency to canvass, count and declarethe results.



Section 3. Nominations.

(a) By Regional Nominating Committees.

(1) At least 45 days before the Annual meeting,Regional nominating committees shall makenominations for Councillors and Vice-Presidents from the applicable Regions,including any vacancies. Each Regionalnominating committee shall be composed ofmembers in good standing qualified byRegion and employment category, and bymember-at-large and Regional Board/Councillor divisions, in such proportions asmay be determined from time to time by theNational Council, and as specifically setforth in the By-Laws, provided that thenumber of members-at-large shall exceedthe number of Regional Board/Councillormembers.

(2) The member-at-large portion of each of theRegional nominating committees shall bechosen at a special order of business atRegional membership meetings, asspecified in the By-Laws, held at least 72days prior to the Annual meeting.

(3) Prior to such member-at-large selections,the Regional Board and Councillor membersof each Region shall elect the RegionalBoard/ Councillor division of each of theapplicable Regional nominating committees.

(4) Joint Nominating Committee for Officers.Each Regional nominating committee shallselect members from among themselves, indistributions as specifically set forth in theBy-Laws, to serve on the joint nominatingcommittee for Officers and shall make suchnominations for applicable Officers,including vacancies, at least 45 days beforethe Annual meeting.

(5) The nominating committees shall restrictnominations to no more than one candidatefor each available position.

(b) By Petition. Any 17 members in good standingfrom each Region may also nominate by petitionthose qualified to run for Councillor andRegional Vice President positions from the



applicable Region. Any 17 members in goodstanding may also nominate by petitionqualified candidates for any other Officerpositions. All such nominations by petition shallbe in writing and shall be delivered to theExecutive Director (or designee) at least 35days before the Annual meeting.

(c) By Write-in Ballot. Members in good standingmay by write-in ballot vote for any member in good standing not nominated pursuant toeither the nominating committee or petitionmethods, as hereinabove defined, but who isotherwise qualified under the provisions of thisConstitution.

Section 4. Procedures. The procedures and rulesfor the conducting of elections and for electionchallenges shall be more specifically set forth in therules of the National Council regarding elections.

Section 5. Run-off Election. In the event of a tievote for any office of which only one could bedeclared elected, there shall be a membership run-off election to decide the winner.

ARTICLE V – AMENDMENTS TO CONSTITUTION

This Constitution may be amended as set forth ineither Section 1 or Section 2 below.

Section 1A. By Membership Meeting.

(a) This Constitution may be amended by a two-thirds vote of the members in good standingpresent and voting at a membership meeting,as specified in Article I, Section 4 of the By-Laws, called for that purpose.

(b) Either the National Council or any 30 members in good standing may propose anamendment(s) to this Constitution. In eithercase, the proposed amendment(s) shall bereduced to writing and filed with the ExecutiveDirector. The National Council shall report its opinions as to any such proposedamendment(s) to the members in goodstanding at the meeting at which action is to be taken thereon.



(c) A notice substantially embodying the wording ofany duly proposed amendment(s) shall bemailed to each member in good standing in thecall for such meeting, which notice shall begiven at least 30 days prior to the date of themeeting.

(d) The members in good standing present and voting at the meeting at which the amendment(s) is considered may adopt,amend and adopt, or reject said proposedamendment(s).

Section 1B. By Subsequent Referendum.

(a) Should the number of members in goodstanding present at the meeting where suchamendment(s) is voted on be less than 750,the National Council may by resolution andmust, at the written request of 250 members ingood standing filed with the Executive Directorwithin 30 days after the meeting is held, submitsaid amendment(s) to a mail referendum voteof the members in good standing subject to such procedure as the National Council shall determine, provided however, that theNational Council may also submit alternativeamendment(s) in such mail referendum.

(b) A majority of the members in good standingvoting in said referendum shall determine theadoption or rejection of said amendment(s).

Section 2. By Referendum.

(a) This Constitution may be amended by a mailreferendum vote of the members in goodstanding subject to such procedure as theNational Council shall determine, either:

(1) When the National Council determines tosubmit any proposed amendment(s) to amail vote of the members in good standing;or

(2) At the written request, filed with theExecutive Director, of 750 members in goodstanding to submit any proposedamendment(s) to a mail vote of themembers in good standing, provided,however, that the National Council may also



submit alternative amendment(s) in suchmail referendum.

(b) A majority of the members in good standingvoting in said referendum shall determine theadoption or rejection of said amendment(s).

(c) Prior to the submission of any proposedamendment(s) to a mail referendum vote of themembers in good standing as hereinaboveprovided, the National Council shall publishsuch proposed amendment(s), in languagesubstantially embodying the wording of theproposed amendment(s), in the Association’sregular publication and may submit suchamendment(s) to meetings of members in goodstanding throughout the country in order tosolicit comments or suggestions from themembership. This process of membershipsolicitation shall be completed no more than 90days after either the National Council’s determi-nation to submit any proposed amendment(s)to a mail vote of the members in good standingor after the submission of any proposedamendment(s) at the written request of 750members in good standing.

ARTICLE VI – BY-LAWS

Section 1. Rules of, and Amendments to By-Laws,by the National Council.

(a) Matters not covered by this Constitution or whichare or may be supplementary thereto shall becontained in the By-Laws, and shall have equalforce and effect with this Constitution.

(b) The National Council shall have the authority torepeal or amend existing By-Laws, to createnew By-Laws, or to make rules supplementingthis Constitution and By-Laws and/or regardingany matters not covered by them.

(c) Each provision of this Constitution and By-Lawsand any amendment(s) to each or either, andany rules made by the National Council, anycommittee duly authorized, any member of suchcommittee, any Officer of the Association, anyperson duly authorized by the National Council,or any committee having authority to make suchrules, shall be binding upon each member from



the time when it is lawfully made, regardless ofany rights which any member may haveacquired by reason of the rules in force prior tosuch amendment(s).

Section 2. Proposed Amendment(s) to the By-Laws, by Members.

(a) Proposal by Members. Any 30 members ingood standing may propose to the NationalCouncil an amendment(s) to the By-Laws uponwhich proposal the National Council shall act.

(b) Subsequent Council Rejection. Should theNational Council reject said proposal by any 30members in good standing to amend the By-Laws, said rejection shall be certified by theNational Council to a membership meeting, asspecified in Article I, Section 4 of the By-Laws,called for that purpose, with due notice given.The members in good standing shall considersaid rejection and shall have the authority toadopt or amend and adopt the proposedamendment(s) by a two-thirds vote of themembers in good standing voting at saidmembership meeting.

ARTICLE VII – NOTICE

Section 1. Address/Notice. Each member shallfurnish to, register with, and keep registered with it,an address to which all notices may be sent. Unlessotherwise specifically required by this Constitution,the service of all notices may be made upon amember either by delivering the same personally tothe member or by mailing the same enclosed in apostpaid envelope to the member’s registeredaddress.

Section 2. Publication. Notice of the adoption andpublication of:

(a) the Constitution and/or the By-Laws or anyamendment(s) thereto;

(b) rules or orders of the National Council or otherduly constituted authority; and

(c) any and all notices, unless otherwise specifi-cally directed elsewhere in this Constitution,may be made:



(1) as hereinabove provided in case ofindividual notices, or

(2) by publication in the Association publication,or

(3) by posting such notice in a conspicuousplace in the principal offices of the Associa-tion as stated in its letterhead used in theordinary transaction of business, or

(4) otherwise as the By-Laws may provide.

Section 3. Completion of Notice. If notice is givenby publication in the Association’s regular publica-tion, it shall be deemed to be complete seven daysafter the delivery of same for mailing at the postoffice in New York City. Notice so given shall bedeemed to be due and complete notice to eachmember in good standing.

ARTICLE VIII – REAL ESTATE

No member or Councillor and/or Officer shall be orbecome vested with any right or interest in the titleof any real property or interest therein, owned,possessed or belonging to the Association. TheNational Council shall have full authority to sell,assign, release, mortgage or otherwise handle anysuch real property or interest therein which isowned, possessed or controlled by the Association.The title to, or interest in, any realty acquired by theAssociation shall be vested either in a corporationauthorized to hold real property, the capital stock ofwhich is owned or controlled by the Association, orvested in the name of the President andSecretary/Treasurer of the Association who, as andwhen authorized and/or directed by the NationalCouncil, shall transfer said title and interest freefrom any claim of the Association or any memberthereof.

ARTICLE IX – DISSOLUTION

Section 1. This Association may be dissolved at anytime by resolution of the National Council and bythe approval of 60% of the members in goodstanding voting in a mail referendum on said resolu-tion to dissolve.



Section 2. Upon dissolution, the net assets of theAssociation, after the payment of all debts andexpenses, shall be distributed proportionatelyamong the members who are in good standing as ofthe date of the passage of the foregoing resolution.The National Council shall have full authority tosettle up the affairs of the Association and to selland dispose of, and to give good title to, any and allof its property both real and personal, and shallmake division in accordance with the provisions ofthis Article, and by compliance with the laws of thestate of New York in this regard.

ARTICLE X – MERGER

The Association may merge with or become a partof any other membership corporation or associationby resolution of the National Council and by theapproval of 60% of the members in good standingvoting in a mail referendum on said resolution, andby compliance with the laws of the state of NewYork in this regard.

ARTICLE XI – SEVERABILITY/INTERPRETATION

Section 1. If one or more of the provisions of thisConstitution and the By-Laws shall be held to bevoid as a violation of existing law, the otherprovisions of this Constitution and the By-Laws shallbe separable and in full force and effect.

Section 2. The National Council shall have full andsole authority to interpret the meaning of any partor wording of this Constitution and the By-Laws.


B Y- L AW S

ARTICLE I – MEMBERSHIP MEETINGS

Section 1. Annual Meeting.

(a) An Annual meeting of the members in goodstanding shall be held within the city of NewYork, state of New York, at such time betweenMarch 1st and May 1st of each year, at suchhour of the day as the National Council maydesignate, and by telephonic connection asmore specifically defined hereinafter. SaidAnnual meeting shall count as one of threerequired membership meetings for each Regionas hereinafter defined.

(b) Notice of the time and place of this Annualmeeting and of all nominations for office shallbe mailed to members in good standing at leasttwo weeks prior to said Annual meeting.

Section 2. Special Meetings. Special membershipmeetings shall be called by the Executive Director atthe written request of 10 members of the NationalCouncil or of 250 members in good standing with atleast two weeks prior notice given.

Section 3. Regional Meetings.

(a) Three Regional meetings of the members ingood standing shall be held each year in eachof the cities of New York (Eastern Regionalmeeting); Chicago (Central Regional meeting);and Los Angeles (Western Regional meeting).

(b) Notice of the time and place of said Regionalmeetings shall be mailed to members in goodstanding at least two weeks prior to saidmeetings.

Section 4. Meetings by Telephonic Connection.

(a) The National Council may from time to timedetermine that any membership meeting, ashereinabove provided, shall be conducted concur-rently by telephonic connection among themembers in good standing present in the cities ofNew York, Chicago, and Los Angeles; provided

18 Actors’ Equity Association By-Laws


that meetings so conducted by telephonic connec-tion shall be required for the Annual membershipmeeting and for meetings specified in Article II,Section 7 (Rights of Members), Article V, Section1 (Amendments to the Constitution) and ArticleVI, Section 2 (Proposed Amendment(s) to the By-Laws, by Membership) of the Constitution, andArticle II, Section 6 (Removal of Councillor) ofthese By-Laws. Due notice of any membershipmeeting to be conducted by telephonic connec-tion shall be given.

(b) In all such membership meetings conducted bytelephonic connection, members connected bytelephone shall be deemed to be memberspresent at said membership meetings and anyvotes taken shall be tallied as combined votesof the members in good standing present bysuch telephonic connection at said meetings.

Section 5. Membership Meeting Record. Anaudiotape or transcript shall be made of allmembership meetings and shall be available foraudit upon request by members in good standing.

Section 6. Quorums for Meetings.

(a) At least 50 members in good standing shallconstitute a quorum at Eastern Regionalmembership meetings held in New York City.

(b) At least 20 members in good standing shallconstitute a quorum for the Central Regionalmembership meeting held in the city of Chicago.

(c) At least 30 members in good standing shallconstitute a quorum for the Western Regionalmembership meeting held in the city of LosAngeles.

(d) For membership meetings conducted bytelephonic connection as hereinabove provided,a combined total of no less than 100 membersin good standing at said meetings shall consti-tute a quorum.

(e) The members of the National Council present atany membership meeting may by a majority voteconducted among themselves before themeeting is called to order designate a lessernumber, in which case the number sodesignated shall constitute a quorum.

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Section 7. The order of business at membershipmeetings shall be:

(a) Appointment of sergeants-at-arms and tellers, ifany,

(b) Statements of candidates and discussion ofelections, if any,

(c) Amendments to the Constitution and these By-Laws, if any,

(d) Reports of executives and Officers and discus-sion thereon,

(e) Reports of committees and discussion thereon,

(f) Special orders of business, if any,

(g) Membership discussion period of up to one andone half hours’ duration,

(h) New business and such other matters as themembers in good standing may consider.

ARTICLE II – NATIONAL COUNCIL AND REGIONAL BOARDS

Section 1. Composition of National Council.

(a) There shall be 75 Councillor seats, distributedby Region and by employment category totals,as set forth in Appendix A of these By-Laws.

(b) Subject to possible future modification, inaccordance with Article III, Section 2 of theConstitution, effective with the 1998 electionand continuing thereafter, 15 Councillors shallbe elected each year, distributed in patterns of:nine Eastern Region, two Central and fourWestern or nine Eastern, one Central and fiveWestern, as applicable. The 15 seats shall alsobe distributed as ten principal, three chorusand two stage manager seats, in addition to anyqualified replacements, as set forth in AppendixB of the By-Laws.

Section 2. Composition of Regional Boards. Thereshall be three Regional Boards: the EasternRegional Board, the Central Regional Board and theWestern Regional Board, each composed asfollows:



(a) Eastern Regional Board: A number equal to allCouncillors and Officers resident in the EasternRegion shall comprise the members of theEastern Regional Board. The term of the EasternRegional Councillors shall be for five years.

(b) Central Regional Board: A number equal to allCouncillors and Officers resident in the CentralRegion shall comprise the members of theCentral Regional Board, provided however thatthe Board shall have the option to expand, byincluding non-Councillor Regional Boardmembers resident in the Central Region, to amaximum total number of 20 Board members,inclusive of all Councillors and Officers residentin the Central Region and non-Councillor CentralRegional Board members. The Councillor andnon-Councillor Board seats, if any, shall have apropor tionate distribution by employmentcategory.

The Central Regional Councillors shall have aterm of five years and the non-Councillor CentralRegional Board members shall have a term oftwo years. Said non-Councillor Board membersshall be elected from and by the members ingood standing residing in the Central Region,provided however, that should, for any givennon-Councillor Board member election, there beno contest among candidates for said seats,those non-Councillor Board member candidateswho were nominated by the NominatingCommittee shall be deemed elected.

(c) Western Regional Board: A number equal to allCouncillors and Officers resident in the WesternRegion shall comprise the members of theWestern Regional Board. The term of theWestern Regional Councillors shall be for fiveyears.

Section 3. Change of Residency. If a Councillor orRegional Vice President changes official residencyto a Region other than the Region from which saidCouncillor or Vice-President was officially residentwhen elected, said Councillor or Vice-Presidentshall resign the seat and a qualified replacementfrom the applicable Region and employmentcategory, when applicable, shall fill the seat untilthe next election as hereinafter provided.



Section 4. National Council and Regional BoardMeetings.

(a) Council and Regional Board Meetings.Meetings of the National Council and RegionalBoards shall be held at such time and placeand upon such notice as the National Counciland Regional Boards, respectively, may decide.There shall be a minimum of 10 NationalCouncil meetings each year, and all NationalCouncil meetings shall be conducted bytelephonic connection with the Equity offices inthe cities of New York, Chicago, Los Angeles,San Francisco and with such other cities inwhich Councillors or Officers officially reside.Members connected by telephone shall bedeemed to be members present at saidNational Council or Regional Board meetings.

(b) Special Council Meetings. Special NationalCouncil meetings may be called by either thePresident, Executive Director or at the writtenrequest of 15 Councillors. Such specialmeetings may be called at any time on not lessthan 24 hours notice. If the President and theExecutive Director concur or the NationalCouncil shall authorize, notice of any suchSpecial meeting may be given by mail,telephone or fax.

(c) Special Board Meetings. Special RegionalBoard meetings may be called by either thePresident, Executive Director, regional executiveor at the written request of any 20% of theapplicable Regional Board members.

(d) Quorums.

(1) National Council: 17 members of the NationalCouncil present shall constitute a quorum.

(2) Eastern Regional Board: Eight members ofthe National Council from the EasternRegion shall constitute a quorum.

(3) Central Regional Board: Three members ofthe National Council from the CentralRegion shall constitute a quorum, providedhowever that should the size of this Boardincrease to a maximum of 20 seats, ashereinabove provided, the quorum shall befixed at five.



(4) Western Regional Board: Seven members ofthe National Council from the WesternRegion shall constitute a quorum.

Section 5. Actions of National Council andRegional Boards. The National Council and/orRegional Boards shall act only as a body andindividual members thereof shall have no authority.The act of a majority, except as otherwise required,present and voting at a meeting at which a quorumis present shall be the act of the National Councilor of the Regional Board.

Section 6. Expenditures/Agreements.

(a) No indebtedness shall be incurred except bythe National Council or by its authorization. TheNational Council shall have the authority todefine the purposes for which expenditures maybe made or indebtedness incurred and shallreport same in its minutes.

(b) No agreement, contract, or obligation involvingthe payment of money or the credit or liability ofthe Association shall be made except by author-ization of the National Council or by the delega-tion of such authorization to its executives.

Section 7. Removal/Discipline.

(a) Councillors and Officers may be removed orotherwise disciplined for cause appearingsufficient to the National Council after chargeshave been preferred in writing and after ahearing of which at least seven days notice hasbeen given. In such case, two-thirds of themembers of the National Council present andvoting shall concur in order to effect suchremoval or discipline.

(b) From any order of removal or discipline, anappeal may be taken to a membership meeting,as specified in these By-Laws (Article I, Section4), provided that due notice has been given,pending which the order of the National Councilshall remain in force. A majority of the membersin good standing present and voting at saidmembership meeting shall be required in orderto uphold the appeal of said Councillor orOfficer.



Section 8. Authority/Filling of Vacancies.

(a) The National Council and Regional Boards shallhave authority to dissolve committees orremove members thereof. The National Councilshall also have the authority to remove anyappointees made by the National Council.

(b) The National Council shall have the authority toprescribe duties additional to those set forth inthe Constitution and these By-Laws to anyOfficer, committee or member.

(c) The National Council shall nominate and electany applicable Officer vacancies.

(d) The National Council shall fill any Regional Vice-President and Councillor vacancies from theRegions, nominated by the Regional Boardmembers of the applicable Region, but electedby the National Council.

(e) The Central Regional Board shall nominate andelect vacancies among any non-CouncillorCentral Regional Board members.

(f) All appointments to fill all said vacancies statedhereinabove shall hold only until the nextelection, and shall be filled with members ingood standing qualified for such positions inaccordance with the provisions of the Constitu-tion.

Section 9. Arbitration. Should a member requestarbitration under such member’s employmentcontract, the executive in the applicable Regionaloffice, in consultation with appropriate staff andcounsel, if requested, shall decide whether theclaim should be arbitrated. Should the executivedecide against the request of the member, themember may appeal to the National Council whosedecision shall be final.

Section 10. Decisions of National Council.

(a) The decision of the National Council or itsauthorized agent in any controversy between amember and an employer shall be final andsuch member shall abide by said decision andshall not commence any legal proceeding ortake any contrary action without first exhaustingall remedies within the Association. Members



who violate this provision may be subject todiscipline.

(b) The Association through its National Council orits authorized representatives shall have theright to determine that a difficult or extraordi-nary situation has arisen, either in the theatreas a whole or as to a particular company orissue. If it so determines, it is herebyempowered in its discretion to modify, suspendor revoke the rights of any member under anyEquity employment contract entered into withany employer.

Section 11. Discretionary Authority. Matters notcovered in the Constitution and these By-Laws shallbe at the discretion of the National Council. It shallhave the authority to adopt supplementary rules orrules covering new matter not contained therein asit may deem proper. Such rules shall have equalforce and effect with the Constitution and these By-Laws. The National Council may repeal or amend its rules.

Section 12. Indemnification.

(a) Every Officer, Councillor or employee (hereafter“representative”) of the Association shall beindemnified by the Association against allexpenses and liabilities, including counsel fees,reasonably incurred by or imposed upon saidrepresentative in connection with anyproceeding to which the representative may bemade a party, or in which the representativemay become involved, by reason of therepresentative’s being or having been anOfficer, Councillor or employee at the time suchexpenses are incurred, except in such caseswherein the Officer, Councillor or employee isadjudged guilty of willful misfeasance or malfea-sance in the performance of the representa-tive’s duties; provided that in the event of asettlement the indemnification herein shallapply only when the National Council approvessuch a settlement and reimbursement as beingfor the best interests of the Association. Theforegoing right of indemnification shall be inaddition to and not exclusive of all other rightsto which such Officer, Councillor or employeemay be entitled.



(b) The Association shall have the right at theexpense of the Association to participate in or,at its election, assume the defense or prosecu-tion of any such proceeding against an Officer,Councillor or employee and may employ counseland fully participate therein.

ARTICLE III – OFFICERS AND EXECUTIVES

Section 1. Officers. The Officers shall be as statedin the Constitution.

Section 2. The President. The President shall bethe first Officer of the Association and shall havegeneral supervision of its affairs and property. ThePresident shall preside at all meetings of themembers and of the National Council and shallperform such duties as from time to time theNational Council shall determine.

Section 3. Vice-Presidents. The First Vice-Presidentshall have such authority and perform such dutiesas the National Council may, from time to time,determine. In case of the President’s absence, orinability to act, the President’s duties shall bedischarged by the First Vice-President or, ifnecessary, by the Second Vice-President, by theThird Vice-President or by the Secretary/Treasurer,in that order.

Section 4. Secretary/Treasurer. The Secretary/Treasurer shall have charge of the funds, securities,receipts and disbursements of the Association;deposit all moneys to the credit of the Associationin such banks or trust companies as the NationalCouncil may designate and disburse the same bysuch means and in such manner as the NationalCouncil shall direct; take proper vouchers formoneys disbursed and render such statements ofaccount and keep such books as the NationalCouncil may direct. The National Council shalldetermine the Secretary/Treasurer’s bond, if any.The Secretary/Treasurer shall also record and keepthe minutes of the National Council. The NationalCouncil and Secretary/Treasurer may delegate anysuch responsibilities of the Secretary/Treasurer tothe executives.



Section 5. Emeritus. The Council may electEmeritus Officers and Emeritus Councillors undersuch rules as the Council may, from time to time,establish. Emeritus Officers and Councillors mayattend Council and Regional Board meetings, mayspeak in such meetings, but may not make motionsnor vote.

Section 6. Executives.

(a) Executive Director. The Executive Director shallbe a paid employee, contracted by the Council,who shall safely keep the books, papers andother records of the Association and shallperform such other duties as may be directedby the National Council. The Executive Directorshall be the custodian of the official seal of theAssociation.

(b) Assistant Executive Directors. AssistantExecutive Directors (Regional or NationalAssistant Executives) shall be paid employees,contracted by the Association, and shallperform such Regional or National duties asmay be directed by the National Council or theExecutive Director.

(c) Contract Terms.

(1) Executive Director. There shall be a three-year contract term for any new ExecutiveDirector. The second contract term for anExecutive Director shall be for three years.After two consecutive contract terms (sixyears) subsequent contract terms shall befor three, four or five years, as determinedby the National Council.

(2) Assistant Executive Directors. There shall bea two-year contract term for any newAssistant Executive Director. The secondcontract term for an Assistant ExecutiveDirector shall be for two years. After twoconsecutive contract terms (four years)subsequent contract terms shall be for twoor three years, as determined by theExecutive Director.

(d) Hiring of Executives.

(1) Executive Director. A committee of theNational Council shall be formed, in



accordance with such rules as the NationalCouncil shall establish for the compositionof such a committee, to recommend thehiring of an Executive Director to the NationalCouncil. This committee may elect to utilizethe services of a professional executivesearch firm or any other appropriate methodof candidate search and evaluation to assistin this process. No fewer than two and nomore than four candidates shall bepresented by the committee to the NationalCouncil for action.

(2) Assistant Executive Directors. The ExecutiveDirector shall have the authority to hire (anddischarge)any Assistant Executive Director(Regional or National Assistant Executives).The Executive Director may elect to utilizethe services of a professional executivesearch firm or any other appropriate methodof candidate search and evaluation to assistin the hiring process. The Executive Directorshall also have the authority to enter intocontracts with Assistant Directors on behalfof the Association.

(e) Renewal or Non-Renewal of SubsequentExecutive Contracts.

(1) Executive Director. Not later than six monthsbefore the expiration of the ExecutiveDirector’s contract, a committee of theNational Council shall be formed, inaccordance with such rules as the NationalCouncil shall establish for the compositionof such a committee, to review theExecutive Director’s work and report arecommendation as to the renewal or non-renewal of the Executive Director’s contractto the National Council. This recommenda-tion by the committee shall be made to theNational Council not later than four monthsprior to the expiration of the ExecutiveDirector’s contract.

(2) Assistant Executive Directors. Not later thanfour months before the expiration of anAssistant Executive Director’s contract, theExecutive Director shall inform the Councilof the decision to renew or not renew anAssistant Executive Director’s Contract. In



the case of a Regional Assistant ExecutiveDirector, the Executive Director shall consultwith the applicable Regional Vice Presidentand/or the Regional Board prior to making adecision as to the renewal or non-renewal ofthe contract. In the case of a NationalAssistant Executive Director, the ExecutiveDirector shall consult with the Presidentand/or the National Officers.

(f) Termination for Cause.

(1) Executive Director. The Executive Director’scontract may be terminated for cause by theNational Council. The National Council’saction to terminate an Executive Director’scontract for cause shall be subject to anydispute resolution mechanisms that may becontained in an Executive’s Director’scontract of employment.

(2) Assistant Executive Director. An AssistantExecutive Director’s contract may beterminated for cause by the ExecutiveDirector. That action to terminate theAssistant Executive Director’s contract forcause shall be subject to any disputeresolution mechanisms that may becontained in the Assistant Executive’scontract of employment.

ARTICLE IV – COMMITTEES

Section 1. Principal Committees. The principalcommittees of the Association shall be theExecutive Committee, House Affairs Committee andthe Advisory Committee on Chorus Affairs. Saidchorus advisory committee shall have the authorityand responsibility to advise the National Counciland Regional Boards on the chorus contract andrelated chorus matters.

Section 2. Quorum for Committee Meetings. Thequorum for each committee shall be determined bythe committee with the approval of the NationalCouncil or Regional Boards, as applicable.

Section 3. Regional and Joint Officers NominatingCommittees. The composition of the Regional andthe Joint Officers Nominating Committees shall be



as set forth in Appendix C of these By-Laws. Shouldthere be an insufficient number of candidates to fillthe number of the member-at-large divisions of anyof the Regional nominating committees, themembers-at large who are so chosen, together withthe Regional Board and Councillor members of eachsaid nominating committee, shall constitute eachsaid Regional nominating committee; provided, thatthe number of members-at-large shall exceed thenumber of Regional Board and Councillor membersof each said nominating committee.

ARTICLE V – AMENDMENTS TO BY-LAWS

Section 1. Amendments by the National Council.

(a) These By-Laws may be amended by a two-thirds vote of the members of the NationalCouncil present and voting. Any proposedamendment(s) shall be reduced to writing andshall be incorporated in the notice to theNational Council meeting at which the proposedamendment(s) is to be acted upon. No actionshall be taken unless 10 days shall haveelapsed since the amendment(s) was proposedand filed with the Association, unless theNational Council by unanimous consent shallotherwise order.

(b) The National Council meeting at which theamendment(s) is considered may adopt, amend and adopt, or reject the proposedamendment(s).

(c) Changes in these By-Laws shall be published inthe Association’s publication.

Section 2. Rejection of Amendments, ByMembers. Such duly adopted amendment(s) tothese By-Laws shall remain in force unless or untilrejected by the members in good standing and saidrejection shall be made by a two-thirds vote of themembers in good standing present and voting atthe first Annual Meeting held after theamendment(s) is adopted and published, as herein-above provided, provided that there shall be no lessthan 60 days notice of a proposed resolution by members in good standing to reject suchNational Council adopted amendment(s) to these



By-Laws. Said members shall file any suchproposed resolution with the Executive Director whoshall be responsible to provide said notice.

ARTICLE VI – CONFLICT OF INTEREST

Section 1. Employer-Member Defined. An“employer” within the meaning of this By-Law shallinclude any member who meets any of the followingprovisions relating to theatrical employment:employs actors; is a producer or is listed or billedas producer; signs contracts or acts as, or onbehalf of, an employer; posts bond; is registered todo business as a theatrical producer; is a memberof a producers’ or managers’ association; or is atheatre owner or theatre lease holder.

Section 2. Employer-Member Exclusions.

(a) Any member who is an employer, as definedhereinabove, shall, while holding such position,not be entitled to receive notice of meetings ofthe Association nor to attend meetings of theAssociation unless expressly invited by theNational Council, the Regional Boards or by acommittee chairperson for attendance at aspecified committee meeting, which attendanceshall be reported to the National Council or theRegional Board.

(b) The term “Equity meetings” shall be construedto include National Council, Regional Board,committee, cast and membership meetings;and “members” shall be deemed to includemembers serving as Officers, Councillors andRegional Board members.

(c) Except for an employer who is a signatory to anEquity Code, for whom the period shall be threemonths, an employer shall be excluded fromEquity meetings for one year from the time thatthe employer no longer is an employer, asdefined hereinabove.

Section 3. Privileges Not Reduced. All otherprivileges of membership, including the right to votein mail ballots and referenda, shall be unaffected byprovisions of this By-law, as shall be any benefitsaccruing to the member under any existing or priorEquity employment contracts.



ARTICLE VII – REFERENDA

In all referenda submitted to the membership, theNational Council shall, subject to such proceduresas it may determine, insure that dif feringviewpoints, if any, are included with the materialsmailed in said referenda.

ARTICLE VIII – RULES OF ORDER

The rules of order shall be governed by the latestedition of Robert’s Rules of Order to the extent theyare not inconsistent with the expressed provisionsof the Constitution and these By-Laws and/or therules of the National Council.

ARTICLE IX – MEMBERSHIP AND DUES

Section 1. Fees and Dues.

(a) The initiation fee shall be $1,100.

(b) The annual dues for members shall be inaccordance with the following schedule:

(1) Basic Dues: The basic dues shall be $118annually, half of which shall be paid to theAssociation semi-annually, on the first dayof May and the first day of November.

(2) Working Dues: In addition to the basic duesas set forth above, each member shall payto the Association weekly 2.25% of grossearnings within the jurisdiction of theAssociation. (Gross earnings shall not bedeemed to include the minimum out-of-townexpenses and/or per diem payments negoti-ated by the Association.) The maximumamount of earnings within the jurisdiction ofthe Association subject to the working duesshall be $300,000 annually.

(c) Referendum. No increase in dues or initiationfees shall be authorized except by a secretballot, mail referendum majority vote of themembers in good standing voting in said mailreferendum.



Section 2. Membership Application/Card.

(a) The National Council shall determine therequirements of all applications for membership.

(b) All applications for membership shall beaccompanied by the initiation fee and firstinstallment of semi-annual Basic Dues, inaccordance with the rules established by theAssociation.

(c) Every person elected to membership andqualifying as such shall receive a membershipcard which shall be shown whenever requestedby appropriate authority.

Section 3. Life Members. All present life membersshall retain such status without additional paymentto the Association. Life members may hereafter beelected by a two-thirds vote of the members of theNational Council present and voting.

Section 4. Temporary Withdrawal/SuspendedPayment.

(a) A member who retires from the member’sprofession, ceases work within the jurisdictionof the Association and/or enters into any othertrade or calling may apply to the Association fora Temporary Withdrawal or Suspended Paymentcard, which cards shall be granted inaccordance with the rules established by theNational Council.

(b) A member who is granted a TemporaryWithdrawal card shall pay all dues and allindebtedness to the date of issue. A memberwho is granted a Suspended Payment card shallhave held in abeyance all dues and otherindebtedness from the date of issue. A memberholding either of said cards may be restored toa member’s former status in accordance withthe rules established by the National Council.

Section 5. Termination. In the event of the termina-tion of any member’s membership by resignation,expulsion, or any other cause, the rights of themember in and to any property or assets of theAssociation shall cease.



Section 6. Resignation Procedures. In order toresign from membership in the Association, amember shall give a written notice of resignationwhich shall be mailed or delivered to an Equityoffice. A resignation shall not relieve a member ofany obligations or moneys that the member owed orwas assessed prior to the date of such resignation.

Section 7. Signature/Name.

(a) Application. When an applicant is elected tomembership, the applicant’s signature to theapplication for membership is agreed to be theapplicant’s signature, registered as theapplicant’s professional name, and shall be theapplicant’s agreement to abide by the Constitu-tion and these By-Laws and all other rules andregulations of the Association. The NationalCouncil may by resolution require any memberto sign said Constitution and By-Laws, rules andregulations either in person or by agent, proxy,attorney or in such other form as it maydetermine.

(b) Name. The Association shall not enroll anapplicant under a name nor shall a member usea name professionally which is the same as, orresembles so closely as to tend to be confusedwith, the name of an existing enrolled member,except that an applicant may enroll under anduse such name professionally upon proof ofconsent by the existing member, or a finding bythe National Council that under the circum-stances there is no likelihood of confusion orthat there are extenuating circumstances. Theuse by a member of a name in violation of thisBy-Law shall be an offense for which a membermay be disciplined pursuant to the disciplinaryprovisions (Article X) of these By-Laws.

Section 8. Delinquency.

(a) Failure of a member to pay the Association anydues or other payments owing to it on the duedate shall make the person so failing adelinquent member and should saiddelinquency continue for a period of 30 days,the National Council shall have the authority totake such disciplinary action regarding suchmember as it may deem proper.



(b) In case of censure or suspension as a result ofdues delinquency, notice as required under theDiscipline Article of these By-Laws need not begiven. However, before expulsion for suchdelinquency, notice of the intended action shallbe given to the member at least 10 days beforesuch action is taken. In such case, if thedelinquent member shall remit all unpaid dues,the Association may take such action regardingthe expulsion of said member as it mayconsider just and proper. Except as hereinstated, no further notice need be given to anydelinquent member.

(c) Suspension of membership shall not relieve amember of any obligation to the Associationwhether or not the member is inactive.

Section 9. Alien Members.

(a) Alien members may apply for transfer to themembership category in which they becomeeligible. Upon such request, the applicant shallfurnish such proof and information as is desiredby the National Council and pay such additionalamounts, if any, as the Constitution, these By-Laws or the rules of the Association mayrequire.

(b) Present and future alien members shall besubject to all obligations set forth in the Consti-tution, these By-Laws and the rules of thisAssociation as the same are now or hereaftermay be. They shall have such rights, and noneother, for such period of time and such term ofmembership only, as is provided for in theConstitution, these By-Laws and rules as thesame now are or may hereafter be amendedand as may be given by resolutions of NationalCouncil.

(c) The duration of the membership of present andfuture alien members shall be dependent uponthe particular facts in each case and shall befor such length of time and be governed by suchconditions as shall be determined by theNational Council either by general or specialrule. The National Council shall have theauthority to determine any matter referred to inthis Section 9 not now specifically coveredthereby.



(d) Subject to future amendment or modification bythe National Council either by general rule or byspecific or particular resolution applicable toindividual cases, the following rules shall apply:

(1) A present and/or future alien memberworking in a recognized unit companyorganized outside of the United States ofAmerica shall pay the dues applicable to thealien member during the period suchcompany continues to perform as a unit inthe United States or during the period thealien member receives compensation underthe agreement to work in such unit companywhile said company is performing in theUnited States of America. Any personengaged to work in any such company shallapply for membership in this Associationand shall notify in writing the name of theplay (or if a repertory company, the plays)in which the company, of which the applicantis a part, is to act and such other particu-lars as may be required.

(2) A present or future alien member working orengaged to work in a particular play shallpay the dues applicable to the alien memberduring the period of said alien member’sactual engagement during the run of suchplay in the United States in the season forwhich engaged or during the period the alienmember receives compensation arisingdirectly or indirectly out of the agreement towork in such play.

(3) An alien member who ceases paying dues inthe above described circumstances may notreapply for membership prior to the expira-tion of six months from the alien member’slast dues payment, except under circum-stances wherein the play which the alienmember is engaged closes, and the alienmember is actually engaged to perform inthe same play in the next subsequentseason. In such latter event, the alienmember’s dues shall continue to be paidthrough the term of said member’s actualsubsequent engagement or during theperiod the member receives compensationunder the agreement to work in such play,



whichever represents the greater amount.Permissible temporary layoffs shall not bedeemed as a closing of the run of the play.

(e) Alien members shall pay the initiation fees anddues required to be paid by these By-Laws. Ifalien members have once paid an initiation feeand have been in good standing with the Associ-ation upon the termination of any term ofmembership, they shall not, upon re-election fora further term, be required to pay a secondinitiation fee.

f) On application for alien membership by anyperson not coming under these definitions, theNational Council may require such action byand/or information from applicant as it maydetermine, and, thereupon, should it in itsdiscretion elect such person to membership,shall determine the conditions and durationthereof.

(g) The term “alien” as used in these By-Laws shallbe defined pursuant to the immigration laws ofthe United States. A “resident alien” shall bedefined as any immigrant who has been lawfullyadmitted for permanent residence to the UnitedStates pursuant to the United States immigra-tion laws and the regulations of the U.S.Department of Justice.

(h) Notwithstanding any provision of this Constitu-tion and these By-Laws to the contrary,members who are resident aliens shall receivemembership rights and privileges accorded toall members. If for any reason the immigrantstatus of a resident alien is revoked, theresident alien shall thereupon automaticallylose membership in the Association and allrights and privileges thereunder, unless theNational Council in its sole discretion shallotherwise direct.

Section 10. Non-Members. Persons who, upon anyformer changes or reclassification of membershipprovided under provisions of the Constitution, theseBy-Laws and/or the rules of the National Councilwhich have been duly changed or modified, have notqualified for membership as required by such thenexisting provisions of the Constitution, these By-Laws and/or rules, are hereby declared to be



non-members, and it is hereby determined that anyrights or interest which said person(s) had or mayhave in the rights or property of the Association areterminated, except as may otherwise be specificallyprovided by resolution of the National Council.Nothing in the rules or in changes to these By-Lawsshall be construed to restore membership to anyperson(s) who has previously forfeited membershipunder then existing By-Laws or rules of the NationalCouncil.

ARTICLE X – DISCIPLINE

Section 1. Offenses. A member may be expelled,suspended, fined or otherwise disciplined for any ofthe following offenses:

(a) violation of any provision of the Constitution orthese By-Laws;

(b) conduct prejudicial to the welfare of the Associ-ation, its Officers, Councillors or any of itsmembers;

(c) violation of, or noncompliance with, any lawfulrule or order of the National Council or author-ized agent of the Association;

(d) engaging in any business, enterprise or activitywhich may directly or indirectly conflict with thepurposes or objects of the Association or any ofits members, including by way of example, workas a performer or stage manager in any form oftheatre under the jurisdiction of the Associationwithout benefit of an Equity employmentcontract or code, unless prior written consent bythe Association has been granted;

(e) indebtedness to the Association;

(f) It shall be conduct unbecoming a member towork in the jurisdiction of any other branch ofthe Associated Actors and Artistes of Americafor an employer whose employees arerepresented by the other branch, unless themember seeking employment with the employerfirst inquires of the other branch to ascertainwhether the employer is a signatory to a collec-tive bargaining agreement with the otherbranch. It shall be conduct unbecoming amember if the member accepts employment



with an employer in the jurisdiction of anotherbranch after having been advised that:

(1) The employer has refused to bargain ingood faith for a collective bargainingagreement with the other branch and theother branch has declared the employerunfair or has otherwise directed itsmembers not to work for the employer; or

(2) If the employees of the employer areengaged in a primary strike ratified orapproved by the other branch.

(g) Offenses Not Subject to Charges. Charges ofpersonal misconduct by a member againstanother member shall not be the subject of adisciplinary hearing unless the alleged miscon-duct concerns official Equity business or hasoccurred in a theatre (or other site) wheremembers are employed on Equity contracts.

Section 2. Charges Procedures.

(a) All charges against members shall be preferredin writing and shall be filed with the applicableexecutive in each Regional office. Charges shallbriefly describe the act or acts complained ofwith sufficient clarity to apprise the accused ofthe offense with which the accused is charged.

(b) Charges may be preferred by members in goodstanding, by the Association, or by an Equityemployer, subject to the Association’s consentfor said employer to utilize these disciplinaryprocedures and fur ther subject to saidemployer’s prior written agreement both towaive said employer’s right to arbitrate thedispute against a member under the applicablecollective bargaining agreement and to abide byany decisions taken in accordance with theprovisions of this Discipline By-Law.

(c) Charges may be preferred against a member forengaging in any of the acts, whether by commis-sion or omission, referred to hereinabove;provided such charges shall be filed no laterthan 31 days from the date of the act or acts forwhich charges are preferred. When more thanone such act is charged, the date of the last actshall govern the 31-day requirement.



(d) The 31-day limitation may be waived only uponshowing of good and sufficient cause by thecomplainant. Such application for waiver shallbe submitted to the Regional Board. TheRegional Board shall rule solely on the matter ofgood cause for waiver but shall not engage inany discussion concerning the substantivematter contained in the charges.

(e) The executive shall determine whether the factsalleged warrant a hearing: 1) under these By-Laws; 2) pursuant to prior determinations of theNational Council; or 3) under applicable law. Inaddition, the executive may determine that thecharges are not sufficiently clear to apprise theaccused of the acts against which the accusedis charged, in which case, the charges shall bereturned to the charging party within fivebusiness days from the date of their receiptwith the request that the charges be clarified.

(f) Within 10 days from the date of receipt ofcharges, the executive shall determine whethera disciplinary hearing is appropriate. If so, theexecutive shall, within the next five businessdays, refer the charges to a hearing committeefor appropriate action.

(g) A disciplinary hearing shall not be held if theexecutive determines that the charges aretrivial or most appropriately resolved by theEquity employer or by the cour ts. If theexecutive determines that a hearing is notappropriate, the executive shall so advise thecharging party within five business days ofmaking the determination. The charging partymay appeal this determination, within 10business days of the receipt of the executive’sdetermination, to the Executive Director. TheExecutive Director, in consultation with thePresident, shall make a final decision as towhether a disciplinary hearing shall be held.

(h) During the period between nomination for officeand the date of the holding of an Equityelection, charges against a candidate for officemay be filed, but not publicized, and no hearingheld thereon; nor shall any pending hearingsconcerning a candidate be held during theperiod between the candidate’s nomination andthe conclusion of the election process.



(i) Charges based on false or trivial evidence maybe considered as an act prejudicial to the bestinterest of this Association and a member socharged may bring countercharges.

Section 3. Hearing Committee.

(a) The Regional Boards shall constitute thepermanent pool for chairpersons and vice-chairpersons of hearing committees. In theevent of an appeal to the National Council ashereinafter outlined, any Councillor or Officerwho served on the hearing committee shall bedisqualified from participating in the delibera-tions attendant upon and/or the subsequentvoting upon said appeal.

(b) The hearing committee shall be composed offive members in good standing, including theRegional Board hearing committee chairpersonand vice-chairperson. The remaining membersof the hearing committee shall be, wherepossible, members-at-large in good standing,selected by lot, from a rotating pool ofmembers. Two members of the committee shallbe members-at-large and if a third member-at-large is not available, a Councillor or RegionalBoard member may be the fifth member of thecommittee. A total of three members in goodstanding shall constitute a hearing committeequorum, of whom one shall be either theRegional Board chairperson or vice-chairpersonof the committee. Where possible, a majority ofthe quorum shall be members who have workedin the employment category of the accused.

(c) Should it deem appropriate, the NationalCouncil may establish special hearing commit-tees for special circumstances. The NationalCouncil may establish rules for the compositionand methods of selecting members in goodstanding to serve on such special committeesand may establish procedures for said commit-tees provided that all such procedures beconsistent with the rights to due process whichshall be afforded to all members under theprovisions of this Discipline Article. Suchspecial hearing committees and proceduresshall only be established by a two-thirds vote ofCouncillors present at a duly announced and



scheduled National Council special order ofbusiness.

(d) Within 10 days of the selection of the hearingcommittee, the executive in the applicableRegional office shall make all reasonableefforts to contact the accused member byforwarding a copy of the charges by certifiedmail to the member’s last known address. Anotice designating the date, time and place ofhearing and instructions to appear with suchwitnesses as the member may have, a copy ofthe Constitution and these By-Laws and anyother informational materials regarding rulesand procedures pertaining to charges shall alsobe sent to the member. An identical notice shallbe sent to the accuser.

Section 4. The Hearing.

(a) The executive (or the designated representa-tive) shall attend hearings for the purpose ofproviding such administrative assistance andprocedural advice as the hearing committeemay require. The executive shall have no rightto vote on any decision or recommendations ofthe committee.

(b) The accuser and the accused shall be affordeda full opportunity to present such relevantevidence as they may deem appropriate andshall have the right of cross-examination.

(c) The chairperson of the hearing committee, withthe concurrence of the executive, may grantpostponements at the request of either theaccused or the accuser on a showing of goodcause.

(d) Charges involving groups of members andconcerning the same offense shall, whereverpossible, be heard concurrently.

(e) The testimony shall be recorded verbatim.Either party may demand a transcript of thehearing provided the party agrees to incur theexpense of the transcription.

(f) The hearing committee may on its own motiondeclare the accuser or accused who does notappear in person or by affidavit at thescheduled time and place of hearing to be in



default. In such event, the hearing committeeshall make the decision on all evidenceavailable to it.

(g) The hearing committee may, by majority vote, atany time prior to making its decision, determinethat the charges are not appropriate for adjudi-cation by the Association in which case thehearing shall be discontinued.

(h) The hearing shall be declared closed when thechairperson of the hearing committee issatisfied that the accuser and theaccused have concluded their respectivepresentations.

(i) No member of the hearing committee shallparticipate in the decision, recommendation orjudgment unless said member has heard all ofthe testimony. The hearing committee shallrender its decision and opinion with due expedi-tion and the chairperson shall forward a copy ofsame to the appropriate executive who shallnotify the accused and the accuser.

(j) The hearing committee may in its discretionassess either party with the cost of the hearing.In the event a fine is imposed and not paid, theAssociation may resort to a court of competentjurisdiction to effect collection thereof.

(k) The National Council may establish suchadditional procedural rules as it may deemappropriate for the conduct of hearings providedthey are not inconsistent with the due processprovisions of this By-Law.

Section 5. Appeals Board.

(a) An appeal from the decision of the hearingcommittee may be taken by the accused but notby the accuser. Such appeal shall be filed withthe executive in the applicable Regional office,within 10 business days from date of receipt ofthe hearing committee’s decision.

(b) The appeals board shall be composed of twomembers in good standing designated by theaccused; two members in good standingdesignated by the accuser; and two members ingood standing selected by lot. None of these sixappeal’s board members may have served on



the original hearing committee, and none shallbe members of the National Council or RegionalBoard. Where there is an appeal by a memberagainst whom charges have been filed by anemployer, all six appeals board members shallbe chosen by lot.

(c) The six members of the appeals board shallmeet as soon as practicable following the dateof their designation and select one of theirnumber who shall serve as chairperson. In theevent that there is a tie vote for the election ofthe chairperson, the accused and the accusermay, at either one’s discretion, replace eitherone’s choices, and the two members selectedby lot shall be also be replaced. Thechairperson shall participate as fully as all theother appeals board members in the delibera-tions and decisions. A tie vote shall have theeffect of upholding the decision of the hearingcommittee.

(d) The appeals board shall consider the appeal onthe basis of the record of the hearing. TheBoard may, however, in its sole discretion,permit oral argument provided it affords allparties to the dispute the opportunity to engagein such argument; all such parties are givenreasonable notice of the time and place ofargument; and the argument is limited tomatter contained within the record. Anythingcontained in this paragraph to the contrarynotwithstanding, the appeals board, if it deemsthe circumstances extraordinary, may by a two-thirds vote permit either party to submit newevidence. In such event, the appeals boardshall consider the appeal on the basis of therecord of the hearing as supplemented byadditional evidence. Under no circumstancesshall the appeals board hear argument by oneparty to the dispute without affording everyother party the opportunity to be present and tobe heard at the same session.

(e) The appeals board may either affirm, reverse ormodify the decision of the hearing committee.The decision of the appeals board shall be inwriting and shall be served upon the parties bythe executive in the Regional Equity officewithin two weeks after the appeal is heard.



Section 6. Appeals to Council.

(a) Either the accused or the accuser may appealto the National Council from the decision of theappeals board, provided such appeal is filedwith the National Council within 10 businessdays from the date of receipt of the AppealBoard’s decision.

(b) No member of the National Council shall partic-ipate in the consideration of any appeal in whichsaid member was personally involved in anyrespect.

(c) The National Council shall consider the appealon the basis of the record of all previoushearings. The National Council may, however, inits sole discretion, permit oral argument,provided it affords all parties to the dispute theopportunity to engage in such argument; allsuch parties are given reasonable notice of thetime and place of argument; and the argumentis limited to matters contained within therecord. Under no circumstances shall theNational Council hear argument by one party tothe dispute without affording every other partythe right to be present and/or heard at thesame session.

(d) The National Council as a body shall considerthe appeal. A tie vote shall uphold the decisionof the appeals board. The National Council’sdecision shall be final and binding.

Section 7. Status Pending Decision. A membershall have full privileges and shall be fully obligatedto the Association until the appeals procedureshave been exhausted or until the time limitations forappeals have passed. If no appeal is taken, thedecision of the hearing committee or appeals boardshall be deemed to be the decision of the NationalCouncil and enforceable as such.



CONSTITUTIONAL AMENDMENTS

The Constitution and By-Laws of the Actors’ EquityAssociation were adopted at a special meeting ofmembers of the Association called for that purposeon March 8th, 1926. Subsequent amendment(s) tothe Constitution were adopted on:

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May 28, 1928

September 21, 1928

January 28, 1930

February 4, 1930

February 11, 1930

January 12, 1931

November 17, 1931

November 1, 1932

June 2, 1933

June 1, 1934

September 28, 1934

May 27, 1935

October 17, 1936

May 4, 1937

October 12, 1937

October 8, 1940

January 9, 1942

March 22, 1948

June 3, 1949

January 5, 1951

June 5, 1953

June 3, 1954

May 27, 1955

September 25, 1959

March 14, 1963

January 7, 1966

September 30, 1966

September 27, 1968

June 18, 1971

March 29, 1973

May 9, 1974

January 7, 1977

October 7, 1977

October 13, 1978

October 12, 1979

January 11, 1980

October 12, 1982

January 13, 1984

September 27, 1991

November 13, 1992

December 15, 1992

October 14, 1994

October 13, 1995

April 5, 2002

January 10, 2003


APPENDIX AComposition of the National Council

EAST CENTRAL WEST TOTAL

Principal 28 4 16 48

Chorus 13 1 2 16

Stage Mgr. 6 1 4 11

TOTAL 47 6 22 75

APPENDIX BNational Council Annual Election Distributions

2004 EAST CENTRAL WEST TOTAL

Principal 3 1 4 8

Chorus 4 0 1 5

Stage Mgr. 2 0 0 2

TOTALS 9 1 5 15


Principal 7 0 3 10

Chorus 1 1 1 3

Stage Mgr. 1 1 0 2

TOTALS 9 2 4 15


Principal 6 2 2 10

Chorus 3 0 0 3

Stage Mgr. 0 0 2 2

TOTALS 9 2 4 15


Principal 5 1 4 10

Chorus 2 0 1 3

Stage Mgr. 2 0 0 2

TOTALS 9 1 5 15


Principal 6 1 3 10

Chorus 3 0 0 3

Stage Mgr. 0 0 2 2

TOTALS 9 1 5 15

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APPENDIX CNOMINATING COMMITTEES

Regional Nominating Committees

Eastern Central Western Committee Committee Committee

Principal 3 7 10 2 4 6 2 7 9

Chorus 2 3 5 1 1 2 1 1 2

Stage Mgr. 1 1 2 1 1 2 1 1 2

TOTALS 6 11 17 4 6 10 4 9 13

Joint Officer Nominating Committee

From From FromEastern Central Western

Committee Committee Committee Total

Principal 6 2 3 11

Chorus 3 0 1 4

Stage Mgr. 1 0 1 2

TOTALSthat shall have 4 6 10 1 1 2 2 3 5 7 10 17

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APPENDIX DRECIPROCAL AGREEMENT

Between the Actors’ Equity Association of the United States

and the Canadian Actors’ Equity Association

Both Associations pledge themselves to fraternalcooperation in all matters of common interest andto the continual full and free interchange of theirrespective members across the internationalborder. This principle of free interchange betweenthe two memberships shall be considered to be anintegral part of the agreement between the twoAssociations.

Each Association pledges itself to provide freeaccess to employment opportunities by members ofthe other Association in its own country, and eachAssociation pledges that it will assist the membersof the other Association in obtaining the appropriategovernmental permission to work in either onecountry or the other.

1. Membership. Artists who were members of theoriginal “international” Association before thedissolution will be entitled to membership ineach “national” Association upon payment ofthe current dues of each Association and anydifference between one initiation fee and theother initiation fee at the time of originallyjoining the international Association.

Artists who have joined one national Associa-tion after dissolution would, upon working withinthe jurisdiction of the other national Associa-tion, be required to join said Association andpay the then current initiation fee and dues. Theinitiation fee payable shall be reduced by theamount of the initiation fee paid in the firstinstance to the other Association provided thatthe member is fully paid-up in the other Associ-ation at the time; but the maximum reduction inany case shall not be more than 50% of the fullinitiation fee of the Association which the artistis joining.

2. Touring. It is mutually agreed that members ofan entire company whose point of origin is inone jurisdiction shall be permitted to perform

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freely with said company in the other jurisdictionwithout being required to join the other nationalAssociation. Such company must be anestablished theatrical entity of repute, to beattested to by the Association in the country oforigin and mutually agreed upon by both Associ-ations. Further, that the following conditionsshall apply:

a) No member shall have his compensationreduced by virtue of the fact that thecompany is touring within the jurisdiction ofthe other Association;

b) Each member shall receive not less than theminimum compensation set forth in theappropriate agreement and rules of thejurisdiction in which the company is touring,whichever is the greater

3. Defaulting Management. Each Associationagrees to furnish the other Association on acontinuing basis a current list of managementsand/or engagers which it has declared to be“unfair”. Each Association pledges that it willnot permit its members to enter into a contrac-tual relationship with any management and/orengager which the other Association hasdeclared to be “unfair.” Each Associationagrees to take whatever actions may benecessary against managements within itsjurisdiction to secure payment of sums owing tomembers of the other Association, uponrequest from the other Association.

4. Joint Standing Committee. Both Associationshereby agree to create a joint standingcommittee of not less than four members fromeach Association (with alternates), which shallmeet not less than twice yearly to resolve allmatters of interest to both memberships. As faras it is practicable, the place of the meetingsshall alternate between the United States andCanada. Both Associations agree to bring anyproblems which might arise before the jointstanding committee of the two Associations. Ifno agreement can be reached from discussionin this committee, both Associations agree totake the dispute to an arbitration board. Thisboard shall consist of one appointee of eachAssociation, both of whom shall then mutually

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agree upon the appointment of a third memberof the board who is not a member of eitherAssociation and who shall act as chairperson.Both Associations agree to be bound by thedecision of the arbitration board.

5. Limitations. The terms of this agreement shallapply to members of each Association who areresidents of the United States and/or Canada.The term “resident” shall mean a landedimmigrant or citizen in Canada and a residentalien or citizen in the United States.

The foregoing shall be an integral part of thedissolution agreement of the Actors’ EquityAssociation (USA) and Actors’ Equity Associa-tion (Canada). The Constitution or By-Laws ofeach of the two unions shall acknowledge theexistence of this agreement which shall haveequal force with all other constitutionalprovisions contained in either document.

The terms and conditions of the aboveagreement may not be waived or modifiedunilaterally. Any change or modification contem-plated shall be submitted to the joint standingcommittee for recommendations to bothCouncils and memberships.

Agreed to in full:

By the provisional Joint Standing Committee of thetwo Associations, on December 5, 1975.

(Signed: Theodore Bikel, Donald Grody, DanMacDonald, A.R. Webster, Burnard Chadwick)

By the Council of the Actors’ Equity Association(United States) on January 6, 1976.

By the Canadian Executive Committee (ProvisionalCouncil) of Actors’ Equity Association (Canada) onDecember 11, 1975.

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ACTORS’ EQUITY ASSOCIAT ION

National/Eastern Office165 West 46th StreetNew York, NY 10036212-869-8530212-719-9815 fax

Central Office125 South Clark Street, Suite 1500Chicago, IL 60603312-641-0393312-641-6365 fax

Western Office5757 Wilshire Boulevard, Suite OneLos Angeles, CA 90036323-634-1750800-441-4232323-634-1777 fax

San Francisco Office350 Sansome Street, Suite 900San Francisco, CA 94104415-391-3838415-391-0102 fax

Orlando Office10319 Orangewood BoulevardOrlando, FL 32821407-345-8600407-345-1522 fax

www.actorsequity.org

Revised 03/06


AEA_ConstitutionBylaws

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