G. Michael Blahnik

Membership Agreement

PREAMBLE

We, whose names appear as Professional Members of Associated Independent Dramatic Artists (hereafter referred to as AIDA or simply the Association), in order to establish and maintain a dramatic arts producing organization, agree to assume our share of responsibility and privilege as stipulated in this Membership Agreement from the date we sign this Agreement until we cease being a Professional Member.

ARTICLE I - NAME

The name of the organization will be Associated Independent Dramatic Artists. It will be located in Cincinnati, OH, and it will be governed by its Voting Members. Voting Members will consist of all Professional Members 18 years of age and older.

ARTICLE II - PURPOSE & GOALS

Associated Independent Dramatic Artists is a non-hierarchical, democratically structured play producing association of dramatic artists and artisans dedicated to the development and proliferation of theatrical productions in and throughout the greater Cincinnati tri-state area, including parts of Ohio, Kentucky and Indiana.

The vision of AIDA is encompassed in the following:

a) to provide a means by which local creative energy in the dramatic arts can be developed and expressed

b) to stimulate dramatic arts productions in the tri-state area, and beyond

c) to stimulate appreciation of the dramatic arts in the tri-state area

d) to increase attendance of dramatic arts productions in the tri-state area

e) to produce new plays that challenge traditional play styles

f) to produce established plays that have appeal to wide audiences

g) to produce established plays that have appeal to select audiences

h) to produce theatrical productions that challenge traditional formats

i) to facilitate the development of all Professional Members in their art or craft

j) to provide a democratic format whereby all adult Professional Members can have a vote in determining the creation and development of the Association

k) to provide a democratic format whereby all Professional Members will have access to information about:

1. the Association

2. membership agreement

3. financial information

4. budgets

5. data banks

6. government information and activities

7. Association seminars, programs and activities

l) to provide a democratic format whereby all adult Professional Members (18 years or older) will have an equal vote in determining the AIDA Membership Agreement changes, budgets, investments, personnel changes, Facilitator and Board member selection, revenue increases and decreases, and other major policies outlined by this Membership Agreement. Refer to Appendix 1 for outline of democratic procedure.

ARTICLE III - PREROGATIVES & RESPONSIBILITIES

Section 1

AIDA shall have the right to govern itself according the Articles set forth in this Membership Agreement.

Section 2

AIDA shall:

a) amend this Membership Agreement according to the Articles set forth

in this Membership Agreement (Article 5, Section 3)

b) elect Facilitators according to the Articles set forth in this Membership

Agreement (Article 5, Section 20)

c) create new Facilitator positions, alter established Facilitator

roles, and eliminate Facilitator roles or positions according to the

Articles set forth in this Membership Agreement (Article 5, Section 19)

d) develop and maintain the following data banks for Professional Membership use: Professional Member Data Bank, Stages & Spaces Data Bank, and Patron Member Interest Data Bank.

e) create new data banks, alter established data banks, or eliminate data banks according to the Articles set forth in this Membership Agreement (Article 5, Section 7)

f) facilitate the development and production of all completed Project Proposals submitted to the Association by Professional Members

g) facilitate the development and production of all written dramatic works

submitted to the Association

h) democratically determine the direction and development of the organization

i) democratically elect and sustain Key Facilitators and Board Members

j) disclose all financial transactions to all Voting Members

k) accrue real estate, equipment or chattels according to the articles and policies set forth in this Membership Agreement (Article 5, Section 15)

Section 3

AIDA shall have the right to purchase or acquire by gifts, bequest or otherwise, and to own, hold in trust, use, sell, convey, mortgage, lease or otherwise dispose of any real estate, buildings, equipment or chattels as may be necessary for the furtherance of its purposes; all in accordance with the Articles in this Membership Agreement and subject to the limitations of the law or as the same may be hereafter modified or amended.

ARTICLE IV - MEMBERSHIP

Governing Members of the Association consist of all Professional Members 18 years of age or older and all Association Board & Arbitration Committee (ABAC, or simply Board) Members. Professional Members of the Association consist of all members of the Association, regardless of age, minus Board Members. Voting Members consist of all active and contingent Professional Members 18 years of age or older and all Board Members. An Active Professional Member is any Professional Member who has satisfied his or her membership fee and recruitment requirement for the production year. A Contingent Professional Member is any Professional Member who has satisfied his or her membership fee requirement but has not yet satisfied his or her recruitment requirement. A Contingent Professional Member will have one year from the date his or her membership fee is recorded by the Association to satisfy his or her recruitment requirement. If his or her recruitment requirement is not satisfied in that time, then the person will cease to be a Professional Member of the Association and all privileges accorded thereby will be revoked.

Voting Members are eligible:

a) to govern AIDA by agreeing to obey the Articles set forth in this Membership Agreement

b) to govern AIDA by initiating Membership Agreement changes

c) to govern AIDA by ratifying all changes to this Membership Agreement

d) to compete for work in Association productions

e) to register with the Professional Data Bank

f) to access all AIDA data banks

g) to submit Project Proposals

h) to attend all Association productions without cost

i) to visually access all AIDA financial information including:

1) bank accounts

2) budgets

3) financial transactions

4) tax forms

j) to influence procedural changes

k) to form and participate in AIDA Programs

l) to facilitate and attend AIDA sponsored seminars

Board Members are elected by the Voting Members in order to ensure that the Association is serving the community within which it operates and that it is accomplishing its goals to the best of its ability. The Board will lend their knowledge and expertise so that these goals will be met. The Board will also serve as an Arbitration Committee whose task it is to decide on a given course of action when there exist irresolvable conflicts between Facilitators which prevent efficient and effective facilitation. The Arbitration Committee's decision on any matter presented to it will be binding for all parties involved, unless otherwise stipulated in the Membership Agreement. Board Members have a vote in the governance of the Association.

Student Members consist of all high school students under 18 years of age and at or over 14 years of age who attend a public or private school or who are home-schooled. An Active Student Member is any Professional Member who has satisfied his or her membership fee and recruitment requirement for the production year. A Contingent Student Member is any Professional Member who has satisfied his or her membership fee requirement but has not yet satisfied his or her recruitment requirement. A Contingent Student Member will have one year from the date his or her membership fee is recorded to satisfy his or her recruitment requirement. If his or her recruitment requirement is not satisfied in that time, then the person will cease to be a Professional Member of the Association and all privileges accorded thereby will be revoked. A Contingent Student Member cannot avoid his or her recruitment requirement because of a change in membership status. For instance, a 17 year old student cannot remain on contingent status simply because he or she turns 18 and will become a Professional Member. Student members under 18 years of age do not have a vote in the governance of the Association.

Child Members consist of all members up to 14 years of age. Child Members must pay an annual membership fee. There is no recruitment requirement for Child Members. Child Members do not have a vote in the governance of the Association.

Playgoer Members consist of all members who pay an annual membership fee. There is no recruitment requirement for Playgoer Members. Playgoer Members do not have a vote in the governance of the Association, except concerning Playgoer Member fee increases.

ARTICLE V - GOVERNMENT

Section 1

Definitions:

Governing Members: All Professional Members 18 years of age or older and all Board Members (i.e. Voting Members)

Professional Members: All Professional Members of the Association who have paid their fees and have met their recruiting requirement, if applicable.

Voting Members: All Professional Members 18 years of age or older and all Board Members (i.e. Governing Members)

Actual Voting Members: All Professional Members who actually vote on any given issue

Abstaining Voting Members: All Professional Members who abstain from voting on any given issue

Actual Patron Voting Members: All Patron Members who actually vote on any given issue

Abstaining Patron Voting Members: All Patron Members who abstain from voting on any given issue

Permanent Conditional Members: Professional Members outside of the Greater Cincinnati Area who have satisfied the fee requirement but not the recruitment requirement (e.g. some playwrights)

Interest Assessment: A determination of Voting Member interest consisting of a polling of all Voting Members

Significant Interest: 35% of all Voting Members

Assessment for Viability: Initial assessment for or against the viability of any given proposal

Cost/Benefit Analysis: An analysis of the financial impact that the proposal might have on the organization (costs vs. incomes)

Impact Analysis: An analysis of the personnel impact of the proposal (i.e. job alterations, additions, deletions, etc.)

Production Group: Any group of Professional Members who join together to

produce a play

Section 2

Policies:

All Professional Members (or guardians) will sign this Membership Agreement which binds them to the contents herein.

Section 3

Membership Agreement Changes:

Changes to the Membership Agreement can be initiated by any Voting Member of the Association. A Membership Agreement Change Proposal must be submitted to the Organization Facilitation Committee. The OFC will fill out an Assessment for Viability. If found viable:

1. the OFC will conduct an Interest Assessment

2. if Significant Interest is determined then the OFC will facilitate the formation of two ad hoc committees, one "for" the proposed Agreement change and one "against" it. The ad hoc committees will consist of five, seven or nine representatives of the Voting Members and will be chosen democratically by those members constituting naturally predetermined groups that line up “for” or “against” the proposed change. Predetermined groups will be determined by Voting Members freely joining one group or the other. Voting Members who do not for any reason want to serve on an ad hoc committee can decline nomination. The ad hoc committees will determine their arguments "for" or "against" the proposed Agreement change and will determine rebuttal arguments to the opposition's "for" or "against" argument.

3. The Membership Agreement Change Proposal will be framed (written up) by the OFC

4. The Membership Agreement Change Proposal will be submitted to the Association Board and Arbitration Committee (ABAC, Board) for Critical Review.

5. The Membership Agreement Change Proposal, the Board’s Critical Review and all ad hoc committee arguments will be published on the internet for Voting Member review.

6. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

7. In 30 calendar days following the publication of the above mentioned documents, the Membership Agreement Change Proposal will then be formally presented to the Voting Members for ratification. All Membership Agreement changes will require a 2/3 vote of the Voting Members in order to be ratified. If 2/3 of the Voting Members is not reached either by vote or because of abstention, then the proposed Membership Agreement change will not be ratified and business will continue as usual. All Membership Agreement changes that are

ratified by 2/3 vote of the Voting Members will be deemed binding for all members of the Association. Members whose vote is in the minority, members who abstain from voting, and all members not of age to vote will be obligated to comply with the determination of the Voting Members on any proposed changes to the Membership Agreement.

If the Membership Agreement Change Proposal is found by the OFC not to be viable then:

1. The OFC will fill out an Assessment for Viability and submit it to the Voting Member who submitted the Proposal, allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC, along with further justification for the change, if desired.

2. The ABAC will evaluate the Proposal and the OFC's Assessment for Viability and submit a Critical Review of these documents to the Voting Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review and further justification of the change by the Voting Member, if desired, on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

4. In 15 calendar days from the date of publication of these documents, the Voting Members will vote on the viability/non-viability of the Proposal. This issue will be determined by a majority of the Actual Voting Members. If found viable by the Association, then the OFC will be obligated to proceed along viability lines indicated above.

Section 4

Production Policies:

a. Project Proposal Policies

All producers must submit a Project Proposal to the Project Facilitation Committee. The PFC will complete a Project Proposal Evaluation, assessing the Proposal for strengths and weaknesses and suggesting ways to strengthen any weaknesses. If the Project Proposal is found to be Production-Ready, then the PFC will schedule the Project and dispense funds. If the Project Proposal if found to be Production-Pending, then the PFC will return the Project Proposal to the Producer, pointing out in detail the weaknesses of the Proposal and ways to strengthen it. If the Producer agrees with the PFC’s Evaluation, then he/she will take steps to strengthen the weaknesses of the Proposal and re-submit it. If the Producer disagrees with the Evaluation, then the Producer will engage the PFC in a discussion of their differences. If the Producer cannot resolve his/her Project Proposal differences with the PFC, and the Producer still wants the funds necessary to produce his/her project, then the Producer can submit the Project Proposal and the PFC’s Project Proposal Evaluation to the Board for Critical Review.

If the Board determines that the Project Proposal is viable, then the PFC will either accept the Project Proposal as viable or file a Petition for Association Vote and publish the Project Proposal, the PFC’s Project Proposal Evaluation and the Board’s Critical Review on the internet for Voting Member review. Responses to these documents by Voting Members will be published on the internet for Voting Member review. In 30 days after these documents are published on the internet, the Association will vote. If a simple majority of the Actual Voting Members is attained, then the Project Proposal will be determined to be viable or non-viable, depending upon the vote.

If the Board determines that the Project Proposal is non-viable, then the Producer can file a Petition for Association Vote obliging the PFC to publish the Project Proposal, the PFC’s Assessment for Viability, and the Board’s Critical Review on the internet for Voting Member review. Responses to these documents by Voting Members will be published on the internet for Voting Member review. In 30 days after these documents are published on the internet, the Association will vote. If a simple majority of the Actual Voting Members is attained, then the Project Proposal will be determined to be viable or non-viable, depending upon the vote. Refer to Appendix 2 for an example.

b. Major and Minor Productions

All completed Project Proposals that are budgeted at or below $20,000 are categorized as Minor Productions and, upon being found Production-Ready by the PFC, will receive funding for the project immediately upon scheduling.

All completed Project Proposals that are budgeted over $20,000, when found to be Production-Ready by the PFC, must be submitted to the Board for Critical Review. This is done because the Board’s job is to represent the Patrons of the Association and to make sure that funds are distributed according to a balance between Professional and Patron satisfaction.

The Board will evaluate the Project Proposal and the PFC's Project Proposal Evaluation and submit a Critical Review of these documents to the PFC.

If the Board approves the Project Proposal, then funds for the project will be dispensed immediately upon scheduling.

If the Board disapproves, it will:

1) Give its reasons in its Critical Review to the PFC and the Producer.

2) The PFC will meet with the Producer and discuss ways in which the project might be produced at a lesser cost, risk, time, etc. If agreeable, the Producer will revise his or her Project Proposal and submit a revised Project Proposal to the PFC, which will then be forwarded to the Board.

3) If the Board continues to disapprove the Project Proposal, and the PFC and Producer still want to produce the Project, then the Producer and/or the PFC can file a Petition for Association Vote.

4) The Project Proposal, the PFC’s Project Proposal Evaluation, and the Board's Critical Review will be published on the internet for Voting Member review.

5) A simple majority of the Actual Voting Members is necessary for the Project Proposal to receive production money.

c. Borderline Productions

Project Proposals that fall under the category of Production-Ready as determined by the Project Facilitation Committee, but are evaluated by the PFC to be possibly in violation of civil codes of conduct will be submitted, along with the PFC’s Project Proposal Evaluation, to the Board for Critical Review. The Board will engage an Entertainment Lawyer to help inform the Board, the PFC, and the Producer about the Project’s legal status. The Board’s Critical Review will include the Entertainment Lawyer’s Report. If the Board determines that the Project should be produced, then the PFC will schedule the Project and dispense the funds. If the Board determines that the Project not be produced, while the PFC and the Producer determine that it should be produced, then the Project Proposal, the PFC’s Project Proposal Evaluation, and the Board’s Critical Review (which includes the Entertainment Lawyer’s Report) will be published on the internet for Voting Member review. Responses to these documents by Voting Members will be published on the internet for Voting Member review. In 30 days after these documents are published on the internet, the Association will vote. If a simple majority of the Actual Voting Members is attained, then the Project Proposal will be determined to be Production-Read and the play will be scheduled and funds will be dispensed. The Association, as a whole, will shoulder the legal responsibility for the Project. If determined to be Production-Pending, then discussions will occur between the Producer and the PFC (and the Entertainment Lawyer, if necessary) in order to revise the Project Proposal and to re-submit it to the Board for Critical Review.

d. Competition

Productions are funded on the basis of the interest and commitment of Professional Members in conjunction with the attendance of Patron Members. Competition is fostered among producers but only when it is based upon attendance, not profit. Attendance is calculated by the ratio of Patron Member attendees to total Patron Members within a genre and the total Patron Members within the Association. Total Patron Members within a genre are determined by the Patron Member Interest Data Bank. For instance, if 300 Patron Members attend a dark comedy and there are a total of 1600 Patron Members who have checked the "dark comedy" box in the Patron Member Interest Form, then the attendance ratio is 300:1600 or 3:16 or 19%. If the total number of Patron Members is 9,000, then the attendance ratio is 300:9000 or 3.33%. The higher the attendance ratios or percentages, the easier it is for a producer to establish a "track record," the easier it will be for this producer to receive a slot in the upcoming production period and funding for major productions.

The primary goal of the Association is to "facilitate" the development and production of projects, not to "select" them. But when projects reach the production-ready stage, then the Association and the producers of the projects must determine the best way to satisfy the most people (patrons and professionals) in producing the projects. Criteria that figure into determining the best method are: type of play, size of potential audience, cost of production, strength of project proposal, track record of producer, venue availability, conflicts with other area entertainments, and overlapping cast and crew commitments. All of these criteria must be taken into account in order to determine the best way to produce the project.

AIDA seeks to transform current competitive practices amongst professional and community theaters away from money and toward professional and patron satisfaction. Competing for funds, whether they come from theater-goers, businesses, or government grants, is considered, for the most part, to be a waste of vital creative energy. Rather than fostering the development of quality through a process of attrition, such competitive practices stifle creative growth. Current competitive practices occur between a small number of theater professionals who are themselves "ranked" within a hierarchy determined, for the most part, by an even smaller number of professionals who have secured for themselves the bulk of the funding. In such a structure, money and quality are vitally linked. AIDA seeks to change the structure of doing business from hierarchy to democracy and this requires a change in the vital linkage from a money:quality ratio to a satisfaction:quality ratio. Once money is detached from quality, then competition for money will diminish. Once satisfaction is attached to quality, then people will compete with each other for satisfaction on all levels, i.e. professionals and patrons. Hence, competition in a democratic structure is qualitatively different from competition in a hierarchical structure; it is based on satisfaction, not money.

Section 5

Production Group Policies:

Production Groups can originate with any Professional Member. Production Groups consist of all Professional Members listed on the Project Proposal. The typical methods of creating a Production Group consist of:

1) Securing a producer (s) using the Professional Data Bank

2) Becoming a producer by being a Voting Member and successfully completing a Project Proposal

3) Having another Voting Member become a producer who successfully completes a Project Proposa.

4) Collaborating with another or other Voting Member(s) as producers

Production Groups will act as independent units, but they will coordinate their activities with the Production Facilitation Committee. Any changes to the Project Proposal will have to be communicated to the PFC. Failure to communicate changes in the Project Proposal could result in the withdrawal of funds from the Production Group. Any changes to the Project Proposal that require more funds from the Association will have to be presented in a Revised Production Budget to the PFC. The PFC will retain the power to approve or reject the Revised Production Budget and its decision will be accepted as binding on all parties. The rationale for this is the need for producers to stay within their budget and avoid over-expenditure of funds. If the Production Group has more funds then is necessary to produce its project, then the funds not used by the Production Group will be returned to the Association.

All Production Groups will be covered under AIDA insurance. Any additional insurance for a given Production Group will be provided by the Production Group itself as it sees fit.

All Production Groups will function as sub-contractors. How the Production Group structures itself is determined by the Production Group itself, as long as the structure stays within the boundaries of civil law.

Any violations of the above policies could result in the withdrawal of production funds and the removal of the Producer(s) from Professional Membership in the Association.

Section 6

Production Policies:

The production year will be divided into two periods. The First Period will run from January 1 until June 30; the Second Period will run from July 1 until December 31. Each Project Proposal will receive a Completion Date. The completed Project Proposal will be scheduled in the Production Period following the period within which the Completion Date is received. If the Project is not scheduled in that time period, then reasons will be given to the Producer, and the Project will receive Priority Scheduling for the next Production Period. If the Producer does not accept the scheduling decisions of the Project Facilitation Committee, he/she can petition the Board for a Critical Review. The Board will act an arbitrator and complete a Critical Review of the Producer’s petition and the PFC’s rationale for scheduling, and the Board’s determination will be binding on all parties.

Section 7

Data Bank Policies:

Association data banks will be maintained primarily by the Information Facilitator for Professional Member use. The data banks are "working tools"; they are designed to facilitate play production. Hence, they are the "property" of all Professional Members and are to serve Professional Member needs and Patron Member wants. Though changes to the data banks can be initiated by any Voting Member of the Association, the Information Facilitator will be ultimately responsible for the development and maintenance of the data banks. Suggestions for data bank alterations (additions, substitutions, deletions) are submitted to the Information Facilitator via a Change in Procedure Proposal.

Section 8

Producer Policies:

All producers will be listed in the AIDA Professional Data Bank. Producers are free to organize their Production Groups hierarchically or democratically (or some combination of the two). Though a democratic structure is consistent with AIDA policies and practices, AIDA recognizes that hierarchy might be the preferred structure for a Production Group. Though AIDA fosters and encourages democratic structures for all organizations, it will not impose this structure on any producer or Production Group. Nor will it make such a structure a condition for membership or for the dispensing of funds. Rather, it will facilitate the development of democratic structures for Production Groups at the request of the Production Groups.

Section 9

Playwright Policies:

Playwrights will submit plays for production to the Project Facilitation Committee along with a fee for full-length plays (over 60 minutes) and a half-fee for short plays (60 minutes or less). The Organization Facilitator will assign the play to a Script Reader who will read and evaluate the play. The Script Reader will complete a Project Facilitation Form, identifying the production level of the play. The Script Reader will receive the fee supplied by the playwright for work rendered. Script Readers will act a sub-contractors.

If the play is assessed to be immediately producible (Production-Ready), the Production Facilitator will send the play to producers. If no producer is interested in producing the play, then the playwright will be informed and offered the option of producing the play him or her self.

If the play is assessed to be not producible at this time (Production-Pending), the Script Reader will identify its production level, assess its strengths and weaknesses, and offer suggestions for improvement, moving the play toward production, and then return the play, along with the Project Facilitation Form, to the playwright.

Re-submissions of a play will be assessed a fee at half the amount of the original fee.

Fees are assessed because each play is approached as a producible project. The Script Reader will engage the playwright in a working relationship aimed at the production of his or her play. Such efforts should be remunerated. And the one benefiting the most will be the playwright. This could be considered an educational service.

Playwrights may submit a play that has already been read by an Association Script Reader so that it might be assessed by another professional. These plays will be treated as new plays and a regular fee will be charged to the playwright.

Playwrights who wish to produce their own plays must be Voting Members of the Association or, for playwrights living outside of the Greater Cincinnati Area, Permanent Conditional Members. Permanent Conditional Members must sign the Membership Agreement and satisfy the membership fee requirement but not the recruitment requirement.

Payment to the Playwright will be handled by the producer and incorporated in the Project Proposal budget.

Section 10

Advertising Policies:

AIDA will provide advertising space on the internet for:

1) auditions

2) interviews

3) seminars

4) projects

5) project job openings

6) current productions

7) coming attractions

Producers will have free access to a Play Advertising space on the internet for advertising their projects. All advertising must be submitted to the Information Facilitator and will be linked to appropriate icons on the Association Home Page.

Projects funded by the Association at 50% or more can be advertised on Association advertising space. Projects funded by the Association at less than 50% will be denied Association advertising space unless paid for by the producers to the Association. Rates will vary depending upon space and will be determined by the PFC. Advertisements will be submitted to the Information Facilitator and published on the internet for professional use. The length of time for the advertisement will be determined by joint agreement between the producer and the Information Facilitator and may vary for each production.

Section 11

Ticket Policies:

All money from ticket sales for productions funded by the Association will be returned to the Association and be considered income that will be used to further the mission and goals of the Association. If a producer wants the Association to fund a limited number of productions, with the plan to stage more productions whereby he or she will provide the funding, then the producer can do whatever he or she wants to do with the income garnered by those productions. If the producer wants a percentage of the total costs for production to be funded by the Association, then the producer will return to the Association that percentage of all ticket revenue. If a producer uses funds from the Association to fund any portion of productions that are not funded by the Association, then the producer will be considered to be in breach of this Agreement and will be subject to a loss of membership and possibly legal prosecution.

Section 12

Financial Policies:

AIDA will be funded initially primarily by Professional and Patron Member fees. All fees collected by the Association will be deposited into a bank account that cannot be accessed until the vote to commence permits access. In regard to Start-up Funds, no one will be able to access the account until Key Facilitators and Board Members are voted into their positions. Once the Association begins production activities by realizing its Start-up Funds' goal and by voting Key Facilitators and Board Members into their positions, then only Key Facilitators will be able to access the funds in the bank account.

All financial transactions made by Key Facilitators will be recorded by the Financial Facilitator and presented at the end of each month to the Voting Members and in a Year End Report. Any purposeful alteration of the nature or amount of any financial transaction will constitute an infraction of the policies of this Agreement and will result in the immediate dismissal of the offender from the Facilitator position.

Any voting Member of the Association can file a Change in Personnel Proposal in relation to perceived infractions. Such proposals will be subject to the policies set for in Article5, Section 19 of the Membership Agreement.

AIDA can acquire additional funds through grants, gifts, investments, acquisitions of property, equipment or chattel or any other means consistent with 1) the policies set forth in this Agreement 2) the Association legal status, and 3) the civic laws.

Section 13

Start-up Funds Policies:

Start-up funds for AIDA will consist primarily of membership fees. All membership fees will be deposited into a special bank account at _________ Bank. All Professional Members, whether active or contingent, and all Board Members will be able to view the account balance at any given time, pending bank capabilities, website capabilities, and security considerations. No one will be able to access the account under any circumstances while start-up funds are accruing. When the Start-up Funds goal is reached, then the Organization Origination Committee will conduct elections of Key Facilitators and Board Members as required by the Articles set forth in the Membership Agreement. Once elected, the OFC will complete a Proposal to Commence Form which will be published on the internet for Voting Member review. Then a formal vote will be taken. A 2/3 "yes" vote from all Voting Members must be reached before the bank account can be accessed.

Initial Membership fees for a production year are:

Adult Professional $150

Student Professional $ 75

Child Professional $ 50

Board Member No Fee

Playgoer Member $100

Professional and Playgoer Fee amounts are subject to change as the Association settles in to the overall market. A stable fee schedule will be achieved within five years after commencement. After a stable fee schedule is achieved, then Patron fee increases will be subject to the Articles set forth in this Membership Agreement. This is designed to prevent the possibility of exploiting Patron Members by creating a monopoly.

Professional Member Recruitment Requirement: All Adult and Student Professional Members are required to recruit three (3) Playgoer Members. Each Professional Member is responsible for sustaining his or her number of Playgoer Members. If a Playgoer Member stops being a member, then the Professional Member who recruited that member must recruit another Playgoer Member to take his or her place. One calendar year will be allotted for membership replacements without penalty. If the member is not replace in that time, then the Professional Member will lose his or her membership status and all membership privileges will be revoked. The Association will conduct Playgoer Member recruitment in an on-going fashion, thus helping Professional Members to meet their recruitment requirement.

The Start-up Fund breakdown looks like this:

Based on 2010 census for the greater Cincinnati area, there are approximately 2,200,000 people living in the the greater Cincinnati (tri-state) area. As of 2014, there are approximately 65 play-producing groups in the greater Cincinnati area (including professional, community and college/university groups), approximately 1,750 group members (based on board member and key player tallies), a conservatively estimated 3000 actors, and a conservatively estimaged 3000 technicians, which equals an estimated 7,750 playmakers in the greater Cincinnati area, which is less than 1% of the total population. The target start-up number of Professional Members is set at 2,000. If the target population for Playgoing Members in this region is just .5% of the total population, then the Association should be able to recruit 11,000 Playgoing Members. If all Professional Members are required to recruit three (3) Playgoing Members each, then:

Professionals Fee Total Fees Patrons Fee Total Fees

2,000 @ $150/yr = $300,000 x 3 (6000) @ $100 $6000,000

Total start-up funds: Professional Members fees = $ 300,000

Patron Members fees = $ 600,000

Total Star-up funds = $ 900,000

The Start-up Fund goal is set at $900,000. Subtract $300,000 for salaries to Facilitators, insurance costs, legal costs, internet costs, and miscellaneous costs and the total funds for productions will be $600,000. This will allow the Association to produce thirty (30) plays per year @ $20,000 per play.

Estimated Expenses:

Salaries:

Organization Facilitator: To Be Determined Information Facilitator: TBD

Financial Facilitator: TBD

Artistic Facilitator: TBD

Benefits: TBD

Board Members: TBD

Insurance: TBD

Internet: TBD

Clerical: TBD

Fees: TBD

Miscellaneous: TBD

Total $300,000 (estimate)

Total Start-up Fees: $900,000

Total Start-up Expenses:-$300,000

Total Start-up Production Funds: $600,000

Section 14

Budgetary Policies:

Yearly budgets will be determined by the Organization Facilitation Committee and submitted to the Board for Critical Review. The Board will submit a Critical Review of the budget to the OFC. The OFC may revise the budget, depending upon the Board's Critical Review. The OFC will then submit the Budget, the Board's Critical Review, and any notations of budget revisions to the Voting Members for ratification. A simple majority vote from the Actual Voting Members is required for ratification of the budget. If the budget is not ratified, then the OFC will query the Voting Members for input, adjust the budget accordingly, and re-submit it for ratification. This process will be repeated until the budget is ratified. If the budget cannot be ratified before the !st of December prior to the upcoming production year, then the budget will be submitted to the Board. The Board will act as Arbitrator and it will decide on the final budget. The Board's decision will be binding to all parties.

Any alteration (addition, subtraction or substitution) of the budget that does not exceed $10,000 for a production year will rest within the power of the Organization Facilitation Committee. All alterations of the budget performed by the OFC will be published in Monthly Financial Reports and at the end of the production year in the Year End Financial Report for all Voting Members to review. Any alterations of the budget that are not published for Voting Member review will constitute an infraction of the articles of this Membership Agreement and will result in the immediate dismissal of the person or persons responsible for the infraction from his or her position. Any Voting Member can file a Change in Personnel Proposal addressing possible infractions of Articles in the Membership Agreement to the OFC. The OFC will be obliged to follow the Articles set forth in the Agreement (Article 5, Section 19).

Section 15

Investment Policies:

Investments refer to any funds used for acquiring property, equipment or materials that are intended to advance the mission and goals of the Association. Investment proposals can originate from any Voting Member of the Association.

An Investment Proposal must be submitted to the Organization Facilitation Committee. The OFC will assess the Proposal for viability. If the Proposal is found viable:

1. The OFC will conduct an Interest Assessment

2. If Significant Interest is determined then the OFC will submit the Investment Proposal to the Association Board and Arbitration Committee (Board)

3. The ABAC will fill out a Critical Review of the Proposal and submit it to the OFC

4. If the ABAC finds that the Proposal is viable, then the OFC will fill out an Impact Analysis and submit it to the ABAC for Critical Review.

5. The ABAC will fill out a Critical Review and submit it to the OFC

6. If found acceptable to the ABAC, then the OFC will publish the Investment Proposal, the OFC Evaluation, and the ABAC’s Critical Review on the internet.

7. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

8. On the 30th calendar day after publication on the internet, the Investment Proposal will be put up for a vote. All Investment Proposals require a simple majority of the Actual Voting Members to be ratified. Refer to Appendix #3 for an example of this policy.

If the Investment Proposal is found by the OFC not to be viable then:

1. The OFC will fill out an Assessment for Viability and submit it to the Voting Member who has submitted the Proposal, allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC.

2. The ABAC will evaluate the Proposal and the OFC's Assessment for Viability and submit a Critical Review of these documents to the Professional Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

4. In 15 calendar days from the date of publication, the Voting Members will vote on the viability/non-viability of the Proposal. This issue will be determined by a majority of the Actual Voting Members

If the OFC finds the Proposal to be viable but the ABAC does not, then the OFC can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

Section 16

Change in Income Policies:

Any change in income by grants, gifts, donations, etc. will require a Change in Income Proposal. The Proposal can originate from anyone inside or outside of the Association. If initiated outside of the Association (e.g. group wishing to make a donation), the Organization Facilitator will submit a Change in Income Proposal to the Organization Facilitation Committee. If initiated inside the Association, then the Voting Member initiating the Proposal will submit a Change in Income Proposal to the OFC.

If the Proposal is found viable:

1. The OFC will conduct an Interest Assessment

2. If Significant Interest is determined then the OFC will submit the Change in Income Proposal to the Association Board and Arbitration Committee (Board)

3. The ABAC will fill out a Critical Review of the Proposal and submit it to the OFC

4. If the ABAC finds that the Proposal is viable, then the OFC will fill out an OFC Evaluation, and submit it to the ABAC for critical review.

5. The ABAC will fill out a Critical Review and submit it to the OFC

6. If found acceptable to the ABAC, then the OFC will publish the Change in Income Proposal, the OFC Evaluation, and the ABAC’s Critical Review on the internet.

7. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

8. In 30 calendar days after publication on the internet, the Change in Income Proposal will be put up for a vote. All Change in Income Proposals require a simple majority of the Actual Voting Members to be ratified. Refer to Appendix # 4 for an example of this policy.

If the Change in Income Proposal is found by the OFC not to be viable then:

1. The OFC will fill out an Assessment for Viability and submit it to the Voting Member who has submitted the Proposal allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC.

2. The ABAC will evaluate the Proposal and the OFC's Evaluation and submit a Critical Review of these documents to the Voting Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Evaluation, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

If the OFC finds the Proposal viable but the ABAC does not, then the OFC can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Evaluation, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

Section 17

Change in Expenditures Policies:

Any change in expenditures that exceeds $10,000 per production year and does not fall under any other policies of this Membership Agreement will require a Change in Expenditure Proposal. The Proposal can originate from any Voting Member of the Association. The Proposal must be submitted to the Organization Facilitation Committee. If the Proposal is found viable:

1. The OFC will conduct an Interest Assessment

2. If Significant Interest is determined then the OFC will submit the Change in Expenditures Proposal to the Association Board and Arbitration Committee (Board)

3. The ABAC will fill out a Critical Review of the Proposal and submit it to the OFC

4. If the ABAC finds that the Proposal is viable, then the OFC will fill out an OFC Evaluation, and submit it to the ABAC for critical review.

5. The ABAC will fill out a Critical Review and submit it to the OFC

6. If found acceptable to the ABAC, then the OFC will publish the Change in Expenditures Proposal, the OFC Evaluation, and the ABAC’s Critical Review on the internet.

7. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

8. In 30 calendar days after publication on the internet, the Change in Expenditures Proposal will be put up to a vote. All Change in Expenditures Proposals require a simple majority of the Actual Voting Members to be ratified.

Refer to Appendix # 5 for an example of this policy.

If the Change in Expenditures Proposal is found by the OFC not to be viable then:

1. The OFC will fill out an Assessment for Viability and submit it to the Voting Member who has submitted the Proposal allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC.

2. The ABAC will evaluate the Proposal and the OFC's Evaluation and submit a Critical Review of these documents to the Voting Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Evaluation, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

If the OFC finds the Proposal viable but the ABAC does not, then the OFC can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Evaluation, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

Section 18

Change in Fees Policies:

Changes in fees can occur on at least two levels: Professional Member changes and Patron Member changes. This policy is designed, in part, to address the possibility of exploiting Patron Members by including Patron Members in the democratic process when it comes to fee increases for Patron Members.

1) Professional Members:

Professional Member fee increases (or decreases) can be proposed by any Voting Member of the Association. A Membership Fee Change Proposal must be submitted to the Organization Facilitation Committee. The OFC will fill out an Assessment for Viability. If the Proposal is found viable, then:

1. the OFC will conduct an Interest Assessment

2. If Significant Interest is determined, then the OFC will complete an Evaluation of Proposal and submit it to the Association Board and Arbitration Committee (Board)

3. The ABAC will complete a Critical Review of the Evaluation and submit it to the

OFC

4. If the ABAC accepts the Evaluation, then the OFC will publish the Membership Fee Change Proposal, the Evaluation, and the Board’s Critical Review on the internet for Voting Member review.

5. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

8. In 30 calendar days after publication on the internet, the Membership Fee Change Proposal will be put up for a vote. All Membership Fee Change Proposals require a simple majority of the Actual Voting Members to be ratified. Refer to Appendix # 6a for an example of this policy.

If the Membership Fee Change Proposal is found by the OFC not to be viable, then:

1. The OFC will submit an Assessment for Viability to the Voting Member who

submitted the Proposal, allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC.

2. The ABAC will evaluate the Proposal and the OFC's Assessment for Viability and submit a Critical Review of these documents to the Voting Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

If the OFC finds the Proposal viable but the ABAC does not, then:

1. the OFC can submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

2) Playgoing Members:

Playgoing Member fee increases (or decreases) can be proposed by any Voting Member of the Association. A Membership Fee Change Proposal must be submitted to the Organization Facilitation Committee. The OFC will fill out an Assessment for Viability. If the Proposal is found viable, then:

1. the OFC will conduct an Interest Assessment

2. If Significant Interest is determined, then the OFC will complete an OFC Evaluation and submit it to the Association Board and Arbitration Committee (Board)

3. The ABAC will complete a Critical Review of the Evaluation and submit it to the

OFC

4. If the ABAC accepts the Proposal Evaluation, then the OFC will publish the Membership Fee Change Proposal, the Evaluation and the Board’s Critical Review on the internet for Voting Member review.

5. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

6. In 30 calendar days after publication on the internet, the Membership Fee Change Proposal will be put up for a vote. All Membership Fee Change Proposals require a simple majority of the Actual Voting Members to be ratified.

Ratification of a Membership Fee Change Proposal that is aimed at Playgoing Member fee increases will require one more step in order to be put into effect. Playgoing Members must be allowed to vote upon their own fee increases, except those increases due to cost of living increases. Playgoers must be allowed to see what their extra fee money is going to “buy” them, and the Association must be able to “sell” their proposed Playgoer fee increase to the Patrons. Hence:

7. The Membership Fee Change Proposal, the Evaluation and the Board’s Critical

Review must be published on the internet for Patron Member vote. A simple majority of Actual Patron Member votes will put the fee changes into effect.

If the Membership Fee Change Proposal is found by the OFC not to be viable then:

1. The OFC will submit an Assessment for Viability to the Voting Member who

submitted the Proposal, allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC.

2. The ABAC will evaluate the Proposal and the OFC's Assessment for Viability and submit a

Critical Review of these documents to the Voting Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

If the OFC finds the Proposal viable but the ABAC does not then:

1. the OFC can submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

Section 19

Personnel Policies:

All Association personnel positions will be recorded in this Membership Agreement (refer to Article 5, Section 20). A job description will be provided for each position. Salaries for each position will be recorded and a brief justification for those salaries will be provided.

Any changes (additions, deletions or substitutions) of Association personnel will be subject to a vote by the Voting Members. Proposed changes in personnel can originate from any Voting Member of the Association. A Change in Personnel Proposal must be submitted to the Organization Facilitation Committee.

If the Proposal is an addition to or alteration of the personnel listed in this Membership Agreement, then the OFC will complete an Assessment for Viability.

If found viable:

1. The OFC will conduct an Interest Assessment

2. If Significant Interest is determined then the OFC will submit the Change in Personnel Proposal to the Association Board and Arbitration Committee (ABAC)

3. The ABAC will fill out a Critical Review of the Proposal and submit it to the OFC

4. If the ABAC finds that the Proposal is viable, then the OFC will fill out an Evaluation of Proposal and submit it to the ABAC for critical review.

5. The ABAC will fill out a Critical Review and submit it to the OFC

6. If found acceptable to the ABAC, then the OFC will publish the Change in Personnel Proposal, the OFC Evaluation, and the ABAC’s Critical Review on the internet.

7. Responses to these documents by any Voting Member will be published directly on the internet for Voting Member review.

8. In 30 calendar days after publication on the internet, the Change in Personnel Proposal will be put up for a vote. All (addition or alteration) Change in Personnel Proposals require a simple majority of the Actual Voting Members to be ratified.

Refer to Appendix # 7a for an example.

If the Change in Personnel Proposal is found by the OFC not to be viable then:

1. The OFC will fill out an Assessment for Viability and submit it to the Voting Member who has submitted the Proposal allowing the Voting Member to alter and re-submit the Proposal.

If the Voting Member disagrees with the OFC’s determination of non-viability, then he or she can:

1. Submit a Petition for Critical Review to the ABAC.

2. The ABAC will evaluate the Proposal and the OFC's Assessment for Viability, and submit a Critical Review of these documents to the Professional Member and to the OFC.

If the Voting Member disagrees with the ABAC’s Critical Review, then he or she can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

If the OFC finds the Proposal viable but the ABAC does not, then the OFC can:

1. Submit a Petition for Membership Vote.

2. The OFC will be obliged to publish the Proposal, the OFC’s Assessment for Viability, and the ABAC’s Critical Review on the internet for Voting Member review.

3. Voting Member responses will be published directly on the internet for Voting Member review.

If the Proposal is a deletion or substitution of personnel, then the Organization Facilitator will:

1. Arrange a formal meeting between the Voting Member who submitted the Proposal (initiator) and the Personnel Member who is the target of the proposed change. (If the target is the OF, then the Communication Facilitator will arrange the meeting.) The purpose of the meeting will be for the Voting Member to assertively confront the Personnel Member with his or her grievances or objections. Such matters will be taken seriously and proposals of this nature should not be made spuriously or taken for granted. A personal confrontation is a sign of serious commitment.

2 (a) If a resolution is reached, then the Voting Member will withdraw his or her Proposal.

2 (b) If a resolution is not reached, and the Voting Member wishes to continue this course of action, then the Voting Member may submit the Change in Personnel Proposal to the OFC.

3. The OFC will arrange a meeting between all members of the OFC, including the Personnel Member, and the Voting Member. The OFC will fill out an Assessment for Viability in relation to the Proposal and give it to the Voting Member for consideration.

4 (a) If a resolution is reached, then the Voting Member will withdraw his or her Proposal.

4 (b) If a resolution is not reached, and the Voting Member wishes to continue this course of action, then the Change of Personnel Proposal and the Assessment for Viability will be submitted to the Association Board and Arbitration Committee.

5. The ABAC will assess the Proposal and the Assessment for Viability and offer a Critical Review.

6 (a) If a resolution is reached, then the Voting Member will withdraw his or her Proposal.

6 (b) If a resolution is not reached, then the Voting Member can file a Petition for Membership Vote to the OFC.

7. The OFC will be obliged to publish the original Proposal, the OFC's Assessment for Viability, and the Board's Critical Review on the internet.

8. Voting Member responses will be published directly on the internet for Voting Member review.

9. In 30 calendar days from the day the documents are posted on the internet, the OFC will submit the Assessment for Viability to a vote, where Voting Members will then vote on the viability or non-viability of the original Proposal. If a simple majority of the Actual Voting Members is achieved, then the Proposal will be accepted as viable.

If the Proposal to remove a Personnel Member from his or her position is determined to be viable, then the procedure in place for viable assemssments will be engaged, with some alterations:

1) The OFC will conduct an Interest Assessment (the Interest Assessment will include the Proposal, the OFC's Assessment for Viability, and the Board's Critical Review)

2) Is Significant Interest is determined, then the Proposal, the OFC's Assessment for Viability, and the Board's Critical Review will be posted on the internet for a vote to remove or retain the Personnel Member. A simple majority of the Actual Voting Members will determine whether or not the Personnel Member will be relieved of his or her position or retained.

Due Process will look like this:

Proposal for Deletion of Personnel Member by Voting Member(s)

Assertive confrontation with Personnel Member and Voting Member(s)

Proposal submission to OFC

Meeting with OFC and Voting Member(s)

Proposal submission to ABAC

ABAC Critical Review

Interest Assessment

Voting Member Vote

Refer to Appexdix 7b for an example.

Section 20

Facilitator Policies:

AIDA "officers" are called Facilitators rather than officers because the function of a facilitator is to facilitate the democratic processes by which the Association operates and to facilitate the production of projects rather than accepting and rejecting proposals. Facilitators do not possess the hierarchical power that officers usually possess.

KEY FACILITATORS:

ORGANIZATION FACILITATOR (OF): provides leadership in facilitating the generation and development of organizational structures, policies, and procedures; makes sure all parts of the organization are running smoothly.

Brief Job Description:

Leader in generating and developing changes to the Membership Agreement

Leader in interpreting the Articles constituting the Membership Agreement

Leader in distinguishing and coordinating activities between professional and

amateur groups and Association Groups

The main liaison between the Key Facilitators and the Association Board

The main liaison between the Key Facilitators and other associations, companies,

and ancillary organizations

The ultimate authority when States of Emergency occur where decisions are

required immediately

INFORMATION FACILITATOR (IF): provides leadership in facilitating the generation and development of organization and project production information; develops and maintains web site and data banks

Brief Job Description:

Leader in generating and developing modes of communication between Key

Facilitators Leader in generating and developing modes of communication

between Key Facilitators and the Association Boar

Leader in generating and developing modes of communication between the Key

Facilitators and associations, companies, and organizations in the community

Leader in generating and developing modes of communication between the Key

Facilitators and the Professional Members

Leader in generating and developing modes of communication between the Key

Facilitators and the Patron Members

FINANCIAL FACILITATOR (FF): provides leadership in facilitating the generation, development and accountancy of organization and project production funds.

Brief Job Description:

Leader in generating and developing sources of income and investments

Leader in determining Association Budget

Leader in facilitating the alteration of the Association Budget

Leader in determining Cost/Benefit Analyses

Leader in determining investment strategies

Leader in determining income changes

Leader in determining insurance policies and benefits packages

Leader in determining accountancy and financial transactions

ARTISTIC FACILITATOR (AF): provides leadership in facilitating the generation and development of the artistic aspects of projects

Brief Job Description:

Leader in assessing and developing the artistic merit of Association projects

Leader in facilitating the development of artistic talent among Professional

Members

Leader in generating and developing interest in the theater arts among Patron

Members

Leader in satisfying the artistic wants and needs of the Professional Members and

the Patron Members

Leader in confronting the Production Facilitator with relevant artistic issues

Leader in establishing artistic standards of projects

PRODUCTION FACILITATOR (PF): provides leadership in facilitating the generation of the production aspects of projects

Brief Job Description:

Leader in facilitating the generation and production of Association Projects

Leader in coordinating of all Association projects

Leader in achieving a minimum number of productions per year

Leader in developing strategies to increase the number of productions per year

Leader in coordinating Projects

Leader in matching Projects with audiences

Leader in play attendance development

All Facilitators will be elected by the Voting Members. Any Voting Member who meets the minimum qualifications for a given Facilitator position can run for the position. Initially, prospective candidates will submit an application, resume and cover letter to the Association Origination Committee. The committee will screen all candidates and select the top three candidates. This committee will exist only until all candidates for all Key Facilitator positions are determined. Then the committee will dissolve. The documents for these candidates will be published on the internet for Voting Member review and vote. The candidate who receives the most votes from the Actual Voting Members for each position will be offered the position.

Key Facilitators can be removed from their position by following the Change in Personnel policies outlined in Article 5, Section 19 of this Membership Agreement.

Section 21

Key Committee Policies:

AIDA committees will be constituted in this manner:

ORGANIZATION FACILITATION COMMITTEE (OFC): provides leadership in facilitating the generation, development, implementation and monitoring of organizational structures, policies, and procedures; the committee is composed of the Key Facilitators.

PROJECT FACILITATION COMMITTEE (PFC): provides leadership in facilitating the generation and development of all the Association's dramatic projects; this committee is composed of the Key Facilitators.

ARBITRATION COMMITTEE (AC): arbitrates in regard to the interpersonal and structural problems that are not resolved through the informal and formal means as set forth in the Problem Resolution Procedures in Article V, Section 24 of the Membership Agreement; the committee will consist of all members of the Board.

Other Committees will be constituted in this manner:

[ASSOCIATION ORIGINATION COMMITTEE]: this committee will be formed prior to the establishment of Key Facilitators and the Board and prior to all play producing business; it will consist of 10-25 local professional and amateur theater adults who are willing to take on the responsibility of determining the final drafts of the Membership Agreement and Web Site, signing the Agreement, and submitting themselves to the Articles that constitute the Agreement. This committee will dissolve once the Key Facilitator positions and the Board Member positions are filled.

AD HOC COMMITTEES: these committees will be formed according to the Articles of the Membership Agreement; the Organization Facilitation Committee will retain the power to form ad hoc committees when it judges them as necessary to best facilitate the democratic policies and practices established in the Membership Agreement.

Section 22

Board Policies:

The Association Board will consist of 5, 7 or 9 members elected by the Voting Members. Any Voting Member can nominate a prospective Board Member. All nominated Board Members will submit a Personal/Professional Profile to the OFC. The OFC will publish these profiles on the internet. Each Voting Member will vote for the candidates he or she thinks will serve the Association best. Those who receive the most votes will be offered the positions. If there is a tie, then a "run off" vote will take place between those who are tied.

Board members will serve for five years unless they choose to remove themselves from the Board or are removed through Membership Agreement means. If a Board Member removes him or her self from the Board, then he or she will be replaced by the candidate with the next highest number of votes from the Voting Members. If the Board Member is removed through Membership Agreement means, then he or she will be replaced by a candidate with the next highest vote from the Voting Members.

Any Voting Member of the Association can initiate action to remove a Board Member from the Board. The procedure is:

1) Voting Member must file a Petition for Board Membership Change with the Organization Facilitation Committee.

2) The OFC will require that the Voting Member filing the petition confront the Board Member formally in a meeting to be arranged by the Organization Facilitator. (If it is the Organization Facilitator who is filing the Petition, then the Communication Facilitator will act as the third party).

3. If a resolution to the Petition is reached, then the Voting Member will withdraw his or her Petition.

4) If a resolution is not reached, then the Petition will be evaluated by the OFC. The OFC will confront the Board Member in an attempt to resolve the issue.

5) If the confrontation results in the self-removal of the Board Member, then that Board Member will be replaced according to the articles set forth in this Membership Agreement.

6) If a resolution is not reached, and the Voting Member wishes to continue this course of action. and the Board Member wishes to continue serving, then the OFC will complete an Assessment of Board Membership Change.

7) The OFC will be obliged to put the Petition for Board Membership Change and the OFC's Assessment of the Petition for Board Membership Change on the internet for Voting Member review.

8) Voting Member responses will be published directly on the internet for Voting Member review.

9) In 30 calendar days from the day the documents are posted on the internet, the Petition for Board Member Removal will be up for a vote.

10) If a simple majority of the Actual Voting Members is achieved, then the Petition will be enforced and the Board Member will be replaced according to the policies set down in this Agreement.

The Association Board will be responsible for making payment for all liabilities of the Association upon dissolution (refer to Article X).

Section 23

Legal Policies:

Associated Independent Dramatic Artists will be filed under Section 501(c)(3) of the Internal Revenue Code as an Association and under Section 509 (a)(2) for tax exemption as normally not receiving more than one-third of its support from gross investment income and more than one-third of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions.

As a non-profit association, AIDA Board Members, Facilitators (officers), and Professional Members are not held personally responsible for the debts and liabilities of the Association. (more needed; consult lawyer)

Section 24

Problem Resolution Procedures:

Problems can be addressed by any Professional Member of the Association. Problems can be divided into three categories:

1) Organizational: problems that arise in conjunction with the structure and function of the organization as a whole as set down in the Membership Agreement and carried out in conjunction with the Membership Agreement

2) Professional: problems that arise in conjunction with the facilitation of Projects and Programs

3) Personal: problems that arise due to conflicting values and personalities between Association members Problems should be handled in the following manner:

Organization Problems:

1) Complete an Organization Problem Form and submit it to the Organization

Facilitation Committee

2) The OFC will complete an OFC Evaluation and address the Problem accordingly. If a resolution is not reached, the OFC will submit the Problem and its Evaluation to the ABAC

3) The ABAC will complete a Critical Review of the Problem and the Evaluation and submit it to the OFC. If a productive resolution is not reached, then within 30 days of the submission of the Critical Review to the OFC, the ABAC will convene and act as Arbitration Committee and decide on a final course of action. The decision of the ABAC will be binding on all parties. The ABAC will monitor the implementation of its decision. Refer to Appendix 9 for example.

Production Problems:

1) Complete a Production Problem Form and submit it to the Project Facilitation Committee

2) The PFC will complete an PFC Evaluation and address the problem accordingly. If a resolution is not reached, the PFC will submit the Problem and its Evaluation to the ABAC

3) The ABAC will complete a Critical Review of the Problem and the Evaluation and submit it to the PFC. If a productive resolution is not reached, then within 30 days of the submission of the Critical Review to the PFC, the ABAC will convene and act as Arbitration Committee and decide on a final course of action. The decision of the ABAC will be binding on all parties. The ABAC will monitor the implementation of its decision. Refer to Appendix 10 for example.

Personal Problems:

A. Problems dealing with Board Members, Facilitators, and others not directly involved in Production Groups:

1) Assertively confront the individual(s) that you have a problem with and work out a solution; if ineffective, then:

2) Report problem to the appropriate Key Committee (OFC, PFC)

3) The Key Committee will assess the problem and either assertively confront the Problem Presenter or the Target Person(s); if ineffective, then:

4) The OFC or PFC will submit an Assessment to the Arbitration Committee

5) The Arbitration Committee will assess these documents and determine a solution that will be held binding by all parties involved

B. Problems arising from Production Groups:

1) The Production Group producer will fill out a Personal Problem form and submit it to the Production Facilitation Committee

2) The PFC will assess the problem, confront those it believes necessary to confront. If a resolution is not reached then:

3) The PFC will decide by majority vote on a course of action that will be binding on all parties. Refer to Appendix 11 for example.

Section 25

Non-Facilitation Policy

Key Facilitators facilitate play productions. They do not decide or determine which plays will be produced and which will not, as might an Artistic Director. But this does not mean that all Project Proposals that are submitted to the Project Facilitation Committee are to be produced simply because they are submitted. The PFC has to make sure that the Project Proposal is complete and Production-Ready. Once that determination is made, then the PFC is committed to provide funds for the project.

Determining whether or not a Project Proposal is complete and Production-Ready is essentially different from determining whether or not to procuce a play. The former nurtures the artists; the latter accepts or rejects their effort.

The roles of Facilitator and Decider or Determiner can be blurred together. One is a Leader (Facilitator) and one is a Ruler (decider, determiner). A leader can fairly easily become a ruler if those he or she leads let them do so. This is when leaders dominate and followers submit. The creation of dominant:submissive relationships is considered to be anathema to democractic organizations. The Facilitators are not to become Deciders or Determiners (i.e. Rulers). If they show evidence of doing so, then any Professional Member in the Association can submit a complaint against them (refer to Personnel Policies).

Evidence of transgressing the role of Leader consists of, though is not limited to: imposing one's personal preferences upon others, intimidation, threats, unsubstantiated decisions, acceptance of bribes, collusion, and the formation of cliques.

Leaders are primarily nurturers, not dominators. They do not decide for others; they make it possible for others to decide for themselves. When leaders become dominators, they transgress their roles. When Facilitators become Deciders or Determiners, they they will be subject to reprrimand, penalty, or expulsion from the Association.

ARTICLE VI - PHILOSOPHY

Associated Independent Dramatic Artists holds that democracy is a viable, empowering, equality-oriented and relatively healthy form of human organization. Therefore, AIDA is designed as a direct or pure democracy. Unilateral decisions can only be made in specific situations as stipulated in the Membership Agreement.

In this democratic structure, power resides in the Membership Agreement, affirmed by all individuals who subject themselves to the Articles set forth therein. All changes that significantly alter or affect the Association, as a body, that are not subject to specific Membership Agreement Articles, will be determined by vote according to the Articles set forth in this Membership Agreement. This is to insure that a single individual, or a small group of individuals, or a single individual (e.g. president) in conjunction with a small group of individuals (e.g. governing board) will not have the power to impose their wills upon another individual, group of individuals, or large body of individuals.

In a changing society, impositions of will might occur outside of those areas covered by the Articles of the Membership Agreement, so any such imposition must be immediately addressed in a Membership Agreement manner. That is, an Article must be created to address the new area of social interaction and be ratified according to the Articles set forth in the Membership Agreement. All infractions against the Articles set forth in this Membership Agreement will be handled in accordance with the Articles set forth in this Membership Agreement.

As a democratic organization, AIDA maximizes autonomy and equality by providing a structure through which creative and productive energy can be expended in a healthy manner. In the Association, creativity is fostered by realizing the variety of sources from which creativity springs and by providing a mode of interaction and the financial support necessary to express that creativity.

As a democratic organization, AIDA maximizes self-determination by providing an equal vote for each Voting Member of the Association, regardless of the member's status or role in the organization. The sovereignty of the individual is recognized for all Voting Members of the Association. Decisions are made in conjunction with others and not by others or one other (i.e. hierarchy) so that autonomy is maximized.

As a democratic organization, AIDA maximizes cooperation by providing a communication framework and informational network through which many people can participate, thereby insuring that they are as informed as possible about any given issue in relation to the Association. It also allows each member easily to affiliate him or her self with others in formal and informal ways, thus facilitating constructive cooperation between members.

AIDA affirms the assumptions and behaviors of leaders and seeks to organize such assumptions and behaviors into democratic business structures, while seeking not to impose these assumptions and behaviors upon those who comprise the democratic organization. Hence, AIDA will recognize the autonomy of hierarchically structured theatrical companies and will dispense funds for productions to these companies, while, simultaneously, offering these companies ways to establish more democratic structures within their own companies. In this way, AIDA will serve its own ends of empowerment to the individual while remaining true to its democratic philosophy.

ARTICLE VII - PRODUCTION AND FISCAL YEAR

The production year will be the same as the fiscal year beginning January 1 and ending December 31, but the production year will be divided into two periods: 1) January 1-June 30 and 2) July 1-December 31.

ARTICLE VIII - PROPERTY

All property of the Association shall be deeded to Associated Independent Dramatic Artists of Cincinnati, OH, and held in its name or held in trust. All property will be subsumed under either increased revenue or investments, and it shall be acquired or sold by the Association through Membership Agreement means.

ARTICLE IX - AUXILIARY ORGANIZATIONS AND PROGRAMS

AIDA shall have auxiliary organizations that will serve to better achieve the mission and goals of the Association. Ideas for any such organizations can originate from any member of the Association. An Auxiliary Organization Proposal needs to be filled out and submitted to the Organization Facilitation Committee. If the Proposal is determined to be viable, then:

1) An Interest Assessment will be performed.

2) If Significant Interest is determined, then the OFC will complete an OFC Evaluation.

3) The OFC will then submit the original Proposal and the OFC Evaluation to the ABAC.

4) The Board will complete a Critical Review of the Proposal and the Evaluation and submit it to the OFC

5) If acceptable to the Board, the OFC will publish the Proposal, the Evaluation, and the Board's Critical Review on the internet for all Voting Members to review.

6) Responses to these documents by Voting Members will be published directly on the internet for Voting Member review.

7) In 30 calendar days, the Proposal will be offered for a vote.

8) A simple majority of the Actual Voting Members is necessary to ratify the creation of an auxiliary organization. Refer to Appendix 8 for example.

If the Proposal is determined to be non-viable by the OFC then:

1) The OFC will fill out an Assessment for Viability, suggesting how to revise and re-submit the form for consideration.

2) If the Voting Member disagrees with the OFC's Assessment for Viability, then he or she can submit a Petition for Critical Review to the Association Board and Arbitration Committee.

5) The ABAC will evaluate the Proposal and the OFC's Assessment for Viability and submit a Critical Review of these documents to the Professional Member and to the OFC.

6) If not satisfied, the Professional Member can submit a Petition for Membership Vote to the OFC.

7) The OFC will be obliged to publish the original Auxiliary Organization Proposal, the OFC's Assessment for Viability, and the Board's Critical Review on the internet.

8) Voting Member responses will be published directly on the internet for Voting Member review.

9) In 15 calendar days, Voting Members will then vote on the viability or non-viability of the original Proposal. If a majority of the Actual Voting Members vote for the viability of the Proposal, then the OFC will be treat the Proposal as viable and follow the procedures set forth in this Membership Agreement..

ARTICLE X - EXEMPT STATUS AND DISSOLUTION

This association is organized exclusively for artistic purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under (check IRS codes)

No part of the net earnings of the Association shall insure to the benefit or be distributable to its members, trustees, facilitators, or other private persons. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempt to influence legislation, and the association shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on any candidate for public office.

Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future federal tax code or (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 or any other corresponding provision of any future tax code.

Upon the dissolution of the Association, the Association Board shall after paying or making provisions for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purpose of the Association, or for one or more other exempt purposes, in such manner, or to one or more organizations described in sections 501 (c)(3) and 170 (c)(2) of the Internal Revenue Code of 1986, operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future federal tax code), as the Board Members shall determine. Any of such assets not so disposed of shall be disposed of by a court of appropriate jurisdiction exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XI

Business meetings shall be governed by the accepted rules of parliamentary procedure. The regular order of business for the monthly meetings of the Association Board and Arbitration Committee shall be as follows:

1. Reading of Minutes

2. Report of Secretary

3. Report of Treasurer

4. Reports of Committees

5. Unfinished Business

6. New Business

7. Adjournment

___________________________________________________________________

APPENDICES

Appendix 1: Democratic Procedures Policies:

Proposal

OFC

Assessment for Viability

Viable Non-Viable Non-Viable

Interest Assessment Alter/Resubmit Board's Critical Review

OFC Evaluation Membership Vote

Board's Critical Review

Association Vote

Implementation

PFC

Assessment for Viability

Viable Non-Viable Non-Viable

Schedule Play Alter/Resubmit Board's Critical Review

Dispense Funds Membership Vote

Appendix 2: Project Proposal Policies

A producer fills out a Project Proposal that requires $32,000 in Association funds in order to produce a limited cast play that targets a limited audience and submits it to the Project Facilitation Committee. If the PFC determines the Project Proposal to be project-ready, then it will schedule the Project and dispense the funds. If the PFC determines the Project Proposal to be project-pending, then it will make suggestions as to how to make the proposal viable and return it to the Producer. For instance, if the budget can be reduced to $18,000 (a minor production), then the PFC could better justify the use of funds for the project, and specific suggestions of how to do so would be offered. If the Producer agrees with the suggestions from the PFC, he/she will make the appropriate changes and re-submit the Proposal. If the Producer does not agree and believes that the Project Proposal is complete and viable, then he/she can follow the procedures outlined in Article 5, Section 4 of this Membership Agreement.

Appendix 3: Investment Policies

A Producer has the idea that the Association needs a storage space for production materials. She fills out an Investment Proposal after exhausting the limits of her own research on the possible impact of the Proposal on the Association. She submits the Proposal to the Organization Facilitation Committee. The OFC follows the procedures outlined in Article 5, Section 15 of this Membership Agreement.

Appendix 4: Change in Income Policies

Proctor & Gamble wants to establish an annual fund for promoting plays for children, donating $5,000 a year for the fund. The Organization Facilitator will complete a Change in Revenue Proposal and submit it to the Organization Facilitation Committee. The OFC will follow the procedures outline in Article 5, Section 16 of this Membership Agreement.

Appendix 5: Change in Expenditures Policies

The OFC determines that it needs new computers, but it has already spent or budgeted $10,000 of Association funds for other expenditures for the production year. In order to get the money for the computers, it must fill out a Change in Expenditures Proposal and follow the procedures outlined in Article 5, Section 17 of this Membership Agreement.

Appendix 6a: Change in Fees Policies, Professionals

A director wants to rent a permanent space that the Association Members can use for rehearsals. He determines that the space can help all Association Members and can be paid for by a slight increase in professional membership fees. He then needs to fill out a Change in Fees Proposal and follow the procedures outlined in Article 5, Section 18 of this Membership Agreement.

Appendix 6b: Change in Fees Policies, Patrons

If a Voting Member believes that a program for children’s theater would be valuable to the community and funding for it can be obtained from the Association but only if the Association can increase its own funding through Patron Member fee increases, then the Association must “sell” this idea to the Patron Members. Patron Members can determine for themselves whether or not they want to fund a program for children’s theater. They must believe in its value as well as the Association. So once a proposal for a program for children is evaluated by the OFC, then it must be presented to the Patrons for their vote, according to the procedure set forth in Article 5, Section 17 of this Agreement. A simple majority of the Actual Patron Voting Members must be determined in order to increase the fees of the Patrons.

Appendix 7a: Personnel Policies, Addition to or alteration of personnel.

Example: As the Association develops, a part-time or full-time truck driver might be needed to haul stage materials from one venue to another. The proposal for this change might feasibly come from the Production Facilitator or some independent producer. The Production Facilitator will complete a Change in Personnel Proposal and submit it to the OFC. The OFC will follow the procedures outlined in Article 5, Section 18 of the Membership Agreement.

Appendix 7b: Personnel Policies, Deletion of personnel

A producer believes that the Artistic Facilitator is incompetent and needs to be replaced. She must fill out a Change in Personnel Proposal and follow the procedures outlined in Article 5, Section 19 of this Membership Agreement.

Appendix 8: Auxiliary Organizations and Programs

A Voting Member wants to establish a Program for playwrights in order to develop their talents and skills within the Association community. The Voting Member will complete an Auxiliary Organization and Program Proposal and submit it to the OFC. The OFC will follow the procedures outlined in Article 14 of this Membership Agreement.

Appendix 9: Organization Problem

(a) The Communication Facilitator believes that he needs some help with the sheer volume of work he has to do and wants a part-time facilitator the help out. The CF submits a Change in Personnel Proposal, specifying the problem, proposing and analyzing a solution to the problem, and then submits the Proposal to the Organization Facilitation Committee. The OFC follows the procedures for dealing with proposals for personnel changes outlined in Article 5, Section 18 of the Membership Agreement.

(b) A producer believes that the current Association insurance coverage for productions is insufficient and too costly for normal production needs. She submits a Change in Expenditures Proposal to the Organization Facilitation Committee. The OFC follows the procedures for dealing with proposals for changes in expenditures.

Appendix 10: Professional Problem

An actor believes that he can realize his role better if he can obtain and use a certain prop that costs more than the one he is currently using. He submits his request to the producer. The producer realizes that the purchase of the prop would put the play over budget, but he agrees that the prop would better the play. The producer submits a Revised Production Budget to the Production Facilitation Committee and the PFC follows the procedures for production groups outline in Article 5, Section 5 of the Membership Agreement.

Appendix 11: Personal Problem

Personal problems during productions are the responsibility of the individual production groups, usually terminating either with the director or the producer for a solution. Involvement with the Association Facilitators would occur only when the Production Group solicits help from them.

For example, an actor has difficulty working with a director that she finds to be unnecessarily critical. In some groups, the director might simply fire the actor and hire another. In other groups, the actor could assertively confront the director, letting him know how she feels. If the director disagrees or agrees with her but does not change his behavior, then the actor could appeal to the producer. The producer can assess the problem and assertively confront those she needs to confront and work through the problem or decide accordingly (i.e. fire the director or fire the actor). If no productive resolution is reached and the producer is not willing to fire anyone, then the producer could register the problem with the Production Facilitation Committee by filling out a Personal Problem Form and submitting it to the PFC. The PFC will assess the problem and assertively confront others as they think necessary. If a productive resolution is not reached, then the PFC will determine a course of action that will be binding for all parties involved.