The following are the Bylaws of Eastside Improv. These Bylaws apply to the entire community and all members within Eastside Improv. All present and future members are subject to these Bylaws and Code of Conduct. These Bylaws were adopted on June 4, 2024.

Article I – Definitions

1. Name. The name of the organization shall be Eastside Improv.

2. Legal Purpose of organization. Eastside Improv is a nonprofit corporation and shall be operated exclusively for educational and charitable purposes with the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. Our mission is to provide and to support opportunities for play, laughter and learning through improv Jams, classes and shows to people of all ages and all improv experience levels on the eastside of Seattle. 

3. Vision. The vision of Eastside Improv shall be: Play is critical to humans for happiness and growth. In person improv is a fantastic way for people of all ages to play.  In person improv should be available to everyone, no long drives required.

4. Mission. The mission of Eastside Improv shall be: Our mission is to provide and to support opportunities for play, laughter and learning through improv Jams, classes and shows to people of all ages and all improv experience levels on the eastside of Seattle.” 

5. Motto. The motto of Eastside Improv shall be: Play, Laugh, Learn.

6. Values. The values of Eastside Improv shall be:

   1. Positivity- We lead with positivity.

   2. Inclusivity - Everyone is welcome regardless of improv experience, skills or ability to financially contribute.

   3. Respect - We treat all people with dignity and respect. No jerks allowed.

   4. Fun - Everything we do (Jams, classes, show, organization management, Discord chats, etc) is fun.

   5. Simplicity - we keep it (processes, procedures, etc) simple.

   6. Bias towards action -  we learn by taking action vs long discussions. The person doing the work decides how it is done. Others provide encouragement always and feedback when asked.

   7. Online community - to be a part of our online community on Discord, you must attend an in person event first.

   8. Non-Audition - Performing with Eastside Improv does not require an audition, there are requirements that are reviewed each year. 

   
   

Article II – Membership and Performers

1. Membership. The membership of Eastside Improv shall be composed of individuals, known as “members,” who have attended a minimum of one adult improvisation session, henceforth known as a “Jam” and a member of the currently used social networking group.

   1. Term of Membership. Membership is determined on a yearly basis, with the year starting at the first Jam following Eastside Improv’s Annual Open Meeting, henceforth known as the “Annual Meeting”.

   2. Revocation of Membership. Membership is a privilege and may be revoked by the majority vote of the Directors if a member does not abide by Eastside Improv’s Code of Conduct.

   3. Voting. Members are able to attend the Open Meetings and may vote for Elected Board Members upon attendance at the Annual Meeting. A member’s absence at the Annual Meeting is a forfeiture of their vote at the meeting.

2. Performers. Performers are members who participate in an Eastside Improv Performance, henceforth known as a “show”.

   1. Requirements. Based on availability and need, members have the ability to become performers. Performers must be active on the social communication channel, attend a minimum of 3 Jams prior to the start of rehearsals, abide by the Code of Conduct, be open to feedback, wear required outfit, and attend the required minimum number of rehearsals for the performance.

   2. Compensation. Performers may receive limited compensation for certain performances as determined by the board.

   
   

Article III – Improv Events

1. Jams. Eastside Improv hosts regularly occurring Jams.

   1. Jam attendees must be 18 or older or have prior board approval to attend.

   2. All Jam attendees are required to abide by the Code of Conduct.

2. Teen Improv. Teen improv or “Teenprov” will be hosted by Eastside Improv at a cadence that is in accordance with Eastside Improv’s schedule and the availability of the host location.

   1. Teenprov attendees must be within the age limit of the host location’s requirements.

   2. All teenprov attendees are required to abide by the Code of Conduct and rules of the host location.

   
   

Article IV – Board of Directors and Officers

1. Board of Directors. The affairs of Eastside Improv shall be governed by a Board of Directors composed of three (3) elected board members, “Directors”, and up to five (5) appointed board members, “Officers”. 

   1. Directors. The elected board members, henceforth known as “Directors” shall be a Chair, a Treasurer, and a Secretary, all of whom shall be elected by and from the members. Directors have voting rights at all Board of Directors meetings.

      1. Duties. Directors are required to attend a minimum of ten (10) Jams, all meetings of the Board of Directors, and the Annual Meeting.

      2. Election of Directors. The Directors of Eastside Improv shall be elected each year at the Annual Meeting by a plurality and shall hold office at the pleasure of the Board of Directors.

      3. Removal of Directors and Resignation. At any regular meeting of the Board of Directors or at any special meeting called for any purpose, any Director may be removed or resign, with or without cause, and their successor elected, upon an affirmative vote of a majority of the Directors. If no successor is determined, the Board of Directors will discuss how to reallocate duties until a successor is determined.

      4. Compensation. No compensation shall be paid to Directors for their services as Directors.

      5. Term. Directors shall serve terms of two (2) years. The Chair will be reelected on even numbered years and the Treasurer and Secretary will be reelected on odd numbered years. 

      6. Chair. The Chair  shall be the chief executive officer of Eastside Improv, shall serve as the registered agent of the organization, and shall preside at all meetings of Eastside Improv and the Board of Directors and shall perform all duties usually incident to the officer or Chair of a business corporation.

      7. Treasurer. The Treasurer shall have the responsibility for Eastside Improv’s funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to Eastside Improv.  The treasurer shall collect all relevant member information and a register of current members. In addition, the Treasurer shall perform all duties usually incident to the office of Treasurer of a business corporation.

      8. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and Annual Meetings. In addition, the Secretary shall perform all duties usually incident to the office of Secretary of a business corporation.

   2. Officers. The appointed board members, henceforth known as “Officers” shall be appointed by the Board of Directors to serve as a Jam leader and/ or an Organizer. Officers may attend but shall not have voting power at Board of Directors meetings.

      1. Duties. Officers are required to attend a minimum of ten (10) Jams and the Annual Meeting.

      2. Appointment of Officers. Officers shall be appointed by a majority vote of the Directors.

      3. Removal of Directors and Resignation. At any regular meeting of the Board of Directors or at any special meeting called for any purpose, any Officer may be removed or resign, with or without cause, and their successor elected, upon an affirmative vote of a majority of the Directors. If no successor is determined, the Board of Directors will discuss how to reallocate duties until a successor is determined.

      4. Responsibilities. Officers shall fall under one or both of two categories: Jam leaders or Organizers.

      5. Jam Leaders. Jam leaders shall create and lead Jams at a regular cadence, organizing a list of games and directing the games during the Jam. Jam leaders shall report to the Chair.

         1. Compensation. The Board of Directors may approve of reasonable compensation to any Jam leader for Paid Jams.

         2. Term. Jam leaders may serve terms of a minimum of six (6) months and may be reappointed by the Directors.

      6. Organizers. Organizers shall be responsible for general running of Eastside Improv, such as booking venues, running social media, etc.  and shall report to either the Treasurer or the Secretary .

         1. Compensation. No compensation shall be paid to Organizers for their services as Organizers.

         2. Term. Organizers may serve terms of a minimum of six (6) months and may be reappointed by the Directors.

   3. Indemnification. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall insure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

Article V – Meetings

1. Board Meetings. Regular board meetings are for Board Members to discuss ongoing business of the organization, and assign action items to be performed before the next regular meeting. Meeting activities are in whichever order the Chair chooses, but all must be observed. 

   1. Opening. The Chair begins the meeting, and the Secretary begins recording meeting minutes. 

   2. Reading of correspondence. Any communications addressed to all or part of the Board but delivered to an individual member must be read during the next regular meeting.

   3. Agenda items. The agenda is built between conclusions of meetings. All Board Members have the right to add items to the agenda, and can add items to the agenda on behalf of other members. All agenda items must be discussed or tabled to the next meeting’s previous business section.

   4. Previous Business. Any topics tabled from the previous agenda must be discussed, then either addressed as an action item, tabled further for the next meeting, or abandoned. Any attendee can put the actions of tabling or abandoning an item from this section to a Director vote. 

   5. Judicial matters. Any action taken as described by the Judicial Process in this article shall be acknowledged and recorded in the meeting minutes. 

   6. Conclusion. At the meeting’s end, any incomplete agenda items are identified and recorded in the next meeting’s agenda. Action items are defined, and the next regular meeting is scheduled. 

      1. The scheduling date of the next meeting must have the assent of all voting members. In the event a voting member is absent from the current meeting, the scheduling of the next regular meeting becomes an action item.

2. Open meetings. Open meetings are the same as regular meetings, with two adjustments. Non board members are allowed to attend these meetings. These meetings must also have a fixed agenda, to be announced alongside the meeting’s scheduled time. These meetings are to be scheduled and communicated with notice of at least 14 calendar days. Speaking and voting rights for the meeting are to be announced at the start of the meeting by the presiding officer.  

   1. Special meetings are unscheduled regular or open meetings called for a specific purpose. The resolution of these meetings may be challenged by absent voting members and brought to a vote at the next regular meeting. 

   2. Quorum for any meeting is defined by attendance of eligible voting members at the start of a meeting. Meetings must exceed the following rates to have quorum:

      1. Regularly scheduled board meetings: 51% of Directors.

      2. Open meetings: 30% of Board members, with at least one non board member present. 

      3. Special meetings: Unless specified elsewhere in this document, special meeting requirements are the same as regularly scheduled board meetings. 

      4. Voting members who are absent from a meeting which otherwise meets quorum cast their vote as an abstention. 

      5. Every act or decision done or made by a majority of the Board present at any meeting duly held at which a quorum is present shall be the act of the Board.

   3. Total eligible voters, not just those present, represent the denominator in determining if a vote passes. A simple majority defines the pass threshold of votes, and is the sum action of the Board. 

   4. Following meetings, the Secretary shall record the meeting minutes in an agreed upon location, and distribute copies to applicable recipients. These minutes shall be held in a common place accessible to Directors in perpetuity, until the dissolution of the organization.

   5. The conduct expected of attendees is to remain respectful at all times. Should any attendee behave in a manner not becoming of our organization, as determined by the sitting Chair, that member may be warned, muted, or made to leave the meeting. 
      
      

Article VI – Amendment and Dissolvement

1. Bylaw Amendment Adoption Process

   1. Any Board Member may propose an amendment to these bylaws as an agenda item for a regular board meeting. 

   2. During the meeting, the bylaw amendment is discussed, and put to a vote. On a majority vote to amend, the amendment is immediately in effect. On a failed vote, the board can decide to table or reject the amendment. 

   3. Following a vote to amend, the Secretary shall update the shared copy of the Bylaws, and distribute to the organization in the usual methods and places.

   4. Typos and minor formatting changes do not require a vote.

2. Dissolvement

   1. Any remaining funds in the event of organization dissolution shall be donated to a commonly agreed arts based nonprofit organization. 

   2. Following the resolution to dissolve, the Chair holds final responsibility for all required filings with governing bodies to suspend activities. 

Article VII – Limitations

1. Limitations on Organization Activities 

   1. Investment and Use of Capital. The organization shall manage its investments and employ its capital solely for the purposes outlined in its mission and consistent with its tax-exempt status under section 501(c)(3) of the Internal Revenue Code. Investments shall be made with the primary objective of furthering the organization's charitable purposes and maximizing financial returns within prudent risk parameters. The organization shall not engage in speculative investments or activities primarily intended for the production of income or capital appreciation, except as necessary to support its exempt purposes. The Board of Directors shall exercise diligence and care in overseeing investment decisions, ensuring that they are consistent with the organization's mission and financial objectives. Any use of capital for gain shall be incidental to the organization's exempt purposes and conducted in accordance with applicable IRS regulations.

   2. Political Activity and Substantial Lobbying. The organization shall not engage in any political activities or substantial lobbying efforts, as defined by the Internal Revenue Service (IRS) regulations governing 501(c)(3) tax-exempt organizations. This includes, but is not limited to, endorsing or opposing candidates for public office, participating in campaign activities, or undertaking activities that attempt to influence legislation. The organization shall remain nonpartisan and shall not use its resources, including funds, facilities, or personnel, for political purposes. Any lobbying activities undertaken by the organization shall be limited to an insubstantial amount as permitted under IRS regulations. The Board of Directors shall monitor and ensure compliance with these restrictions at all times.