About the Guild

Constitution

ARTICLE I

Name and Seal

The name of this corporation shall be The Dramatists Guild of America, Inc. (hereinafter referred to as “The Guild”). Its seal shall be of a design adopted by its Council. Its principal offices shall be in the City and State of New York. It shall continue until dissolved.

ARTICLE II

Purposes

The purposes of this corporation are:

To protect and promote professional interests of authors of dramatic and dramatico-musical works, to protect their rights in such works, and to improve the conditions under which their works are created and produced.

To formulate types of production contracts with respect to such works.

ARTICLE III

Membership

SECTION 1. Classes of Membership. There shall be two classes of membership—Members and Associate Members.

SECTION 2. Membership in The Authors League of America, Inc. The Guild shall be one of the two corporate members of The Authors League of America, Inc., the other one being The Authors Guild, Inc. In matters specifically within the province of the League—copyright, freedom of expression, taxation—and in related matters which concern both authors and dramatists, action shall be taken only through the League.

SECTION 3. Members.

(a.) Active Members. Each person who was an “Active Member” of The Guild as of the effective date of this Amendment to the Constitution, becomes a “Member” of this corporation. (Effective date occurred via ratification on February 25, 2010 by membership vote.)

(b.) Members. Any playwright, bookwriter, librettist, composer or lyricist who has written a dramatic work which is presented in a paid public performance in the United States or Canada, or has had such dramatic work published by an established dramatic publishing / licensing company (e.g., DPS, Samuel French, MTI, etc), may become a “Member” of the Dramatists Guild of America, Inc.

i. These qualifications shall apply with respect to any work that officially opens on or after the date this amendment to the Constitution becomes effective or which is being presented on that date following an official opening. (Effective date occurred via ratification on February 25, 2010 by membership vote.)

ii. Qualifying “paid public performances” under this Section shall include, BUT SHALL NOT BE LIMITED TO, “First Class Productions”, “Off-Broadway Productions”, and “LORT Productions”, as such terms are defined in the Approved Production Contract.

(c.) General Authority of Membership Committee to Admit Members. Any dramatist, bookwriter, composer or lyricist who, by virtue of previous professional production of his or her work on the stage, or any author of theatrical dramatic or dramatico-musical material from which such a work for the stage is adapted, has, in the opinion of the Membership Committee achieved professional status comparable to that of a person described in (b) above, may become a Member by vote of the Membership Committee.

(d.) Further modifications. All other references to “Active Members” in the Constitution are hereby amended as required hereunder.

SECTION 4. Associate Members.

(a.) Each person who is an associate member of The Guild on the date of adoption of this Constitution shall be an associate member of this corporation.

(b.) Any person who meets any one of the following qualifications may become an associate member by vote of the Membership Committee:

i. Any person who has written or who is engaged in writing dramatico-musical works.

ii. Any novelist or author of any literary or musical material from which is adapted a work for the stage, referred to in subdivision (i).

SECTION 5. Application of Guild Constitution. All members shall abide by and be governed by this Constitution.

SECTION 6. Membership Committee. Applications for admission to membership shall be passed upon by a Membership Committee of three members of The Guild appointed by the Council of The Guild. Upon the approval of the application by a majority of the Committee, the applicant shall be admitted to membership. The Membership Committee shall have the right to determine the class of membership to which the applicant shall be admitted, and to transfer members from one classification to another, provided, however, that the Council of The Guild shall have the right to review and change any decision of the Membership Committee regarding this admission or change of classification and, without a prior decision of the Committee, to admit persons to membership or change the classification of its members.

ARTICLE IV

Membership Dues

SECTION 1. Members. Each Member shall pay dues as follows:

(a.) The sum of $130 annually. A Member shall be entitled to a credit for said sum against any amounts payable by said member pursuant to clauses (b) or (c) in the same fiscal year.

(b.) An amount equal to 2% of the member’s royalties with respect to plays, and 3% of the members’ royalties with respect to dramatico-musical plays, from any of the following:

i. first-class productions (including any Tony Award eligible production in new York City whether designated first-class or not pursuant to the contracts of the various unions involved with the production and regardless whether such production is presented pursuant to a Guild-certified contract),

ii. Off-Broadway productions which meet the standards set forth in Article III, Section 3(b)(ii) and

iii. any Guild-certified contract.

(c.) An amount equal to 2% of net payments received from disposition of motion picture rights in works presented in first-class productions or in Off-Broadway productions which meet the standards set forth in Article III, Section 3(b)(ii).

SECTION 2. Associate Members. Each associate member shall pay dues as follows:

(a.) The sum of $90 annually.

(b.) An amount equal to 2% of the member’s royalties with respect to plays, and 3% of the members’ royalties with respect to dramatico-musical plays, from any of the following:

i. first-class productions (including any Tony Award eligible production in new York City whether designated first-class or not pursuant to the contracts of the various unions involved with the production and regardless whether such production is presented pursuant to a Guild-certified contract),

ii. Off-Broadway productions which meet the standards set forth in Article III, Section 3(b)(ii), and

iii. Any Guild-certified contract.

(c.) An amount equal to 2% of net payments received from disposition of motion picture rights in works presented in first-class productions or in Off-Broadway productions which meet the standards set forth in Article III, Section 3(b)(ii).

SECTION 3. Change of Dues. The Council of The Guild shall have the power to change the dues payable hereunder by an amendment of this Constitution, provided, however, that such an amendment shall not become effective until submitted to the Members for a vote and ratified by a majority vote of the members voting thereon.

SECTION 4. Commencing with the fiscal year beginning October 1, 1971, a member of The Guild shall not be required to pay the annual dues provided in sub-paragraphs (a) of Sections 1 and 2 above for any fiscal year of The Guild beginning after he has both:

(a.) reached his 65th birthday, and

(b.) been a member of The Guild in good standing for at least 5 fiscal years.

ARTICLE V

General Management

SECTION 1. General Management and Control. The general management, direction and control of the affairs, funds and property of The Guild shall be vested in its Board of Directors, which shall be known as the Council of the Dramatists Guild of America, Inc. and is referred to herein as the “Council.”

SECTION 2. The Council shall have the authority to formulate and negotiate Minimum Basic Production Contracts with respect to the production of dramatic and dramatico-musical works.

SECTION 3. No part of the net earnings of The Guild shall inure to the benefit of any member, director, or officer of the Corporation, or to any private individual, provided however, that reasonable compensation may be paid for services rendered to, or for, The Guild, (subject to the limitations contained in Article VII, Section 8).

ARTICLE VI

The Council

SECTION 1. Composition. The Council shall consist of:

(a.) 30 elected members each of whom shall be a Member of The Guild; and

(b.) ex officio members who shall be the past Presidents of The Guild and shall have full voting rights; and

(c.) ex officio members shall be persons (other than past Presidents) who have served as elected members of the Council for a total of 15 years, and who shall have full voting rights. Such persons automatically shall become ex officio members of the Council upon the completion of the term which includes their 15th year of service as an elected Council member. Such ex officio members shall be known as “Life Members.” Life Members shall not be eligible to be elected to the Council as provided in Sections 1(a), 2, and 3 of this Article VI; and

(d.) Regional members, each of whom shall be a Member of The Guild and who shall be selected from not less than three nor more than six geographic regions of the United States, such geographic regions to be determined by the Council.

Not more than 25% of the Council shall be persons who participate in the capacity of manager or producer in the production of plays other than their own.

SECTION 2. Tenure of Members. The “elected” members of the Council shall hold office for three years, and until their successors are elected. The elected members of the Council shall be divided into three classes, each class consisting of ten elected members, so that the members of one class shall expire each year. The Regional Council members shall hold office for three years and until their successors are elected.

If an elected member shall be absent from three or more successive meetings of the Council, the Council may determine that his place has become vacant. If a regional member shall be absent from both of the two yearly regional Council meetings, such two meetings to be designated by the Council, then the Council may determine that the regional member’s place has become vacant. Expenses incurred by regional members for each such Council meeting shall be reimbursed by The Guild. Any vacancy on the Council shall be filled by the Council, the replacement to serve until the next annual election, when a replacement shall be elected to serve the remainder of the term, if any. A record of the attendance of elected members at Council meetings during the 12 months preceding the appointment of each Nominating Committee, shall be provided to the Nominating Committee.

SECTION 3. Election of Members. At each annual meeting of The Guild, there shall be elected:

(a.) Ten members of the Council, and

(b.) Such additional members of the Council, if any, as may be necessary to fill vacancies, to hold office during the remainder of the terms of the Council members whose places they were elected to fill.

(c.) Not less than 3 nor more than 6 regional members who shall be elected by the Membership residing in their respective geographic region.

SECTION 4. The Council shall hold a regular or special meeting at least once every two months, during the period from October through June, inclusive.

SECTION 5. The Council shall hold regular meetings at such time and place as it shall designate by resolution.

SECTION 6. Special meetings of the Council shall be called by an executive officer or the Executive Secretary at the direction of the President, or by direction of the Council, or when requested in writing by three or more members of the Council. Notice of any special meeting shall state the objects of the meeting, or that it is to transact such business as comes before the meeting, in which latter event any business may be transacted. Notice of any special meeting may be sent by letter or by wire, or given personally by telephone. If by letter, three days’ notice shall be sufficient; if by wire, personally, or by telephone, twelve hours’ notice shall be sufficient.

SECTION 7. At all meetings of the Council, ten members of the Council shall constitute a quorum, and any act of a majority of those present at a meeting at which there is a quorum shall be the act of the Council.

SECTION 8. Council Members that have served as Life Members, as defined in this Article under Section 1(c) above, for two consecutive three-year terms must make a written request every three years thereafter to maintain voting rights. The Guild shall notify each Life Member of this requirement as it shall become effective for them, and Life Members will then be required to answer within 30 days of said notification. Should any Life Member fail to make timely written request for such extension, they shall be deemed to have waived their Council Meeting voting rights.  Notwithstanding other language in this Section, such Life Members shall retain all other rights and benefits accorded Council Members. (Effective date occurred via motion passed by Council on December 21, 2006.)

SECTION 9. The Council may from time to time appoint a committee or committees as it deems necessary, such committees to serve at the pleasure of the Council.

ARTICLE VII

Officers

SECTION 1. The officers of The Guild shall consist of a President, a Vice-President, a Secretary and a Treasurer. They shall be Members of The Guild and members of the Council.

SECTION 2. The officers of The Guild shall be elected by the Council biennially at its first meeting after the annual Guild membership meeting and such Council meeting shall be held within thirty days after the annual membership meeting. The officers shall be elected to serve for two years and their successors are elected and qualified.

SECTION 3. The President shall be the first executive officer of The Guild, and shall preside at the membership meetings and at all meetings of its Council, and shall perform such other duties as the Council may from time to time determine.

SECTION 4. The Vice President shall perform the duties and exercise the powers of the President in the event of the latter’s absence, and shall perform such other duties as the Council may from time to time determine.

SECTION 5. The Secretary shall perform such duties as may be directed by the Council.

SECTION 6. The Treasurer, or any person or persons designated by the Council, shall receive all monies of The Guild and shall deposit the same as directed by the Council. The Treasurer, or any person or persons designated by the Council, shall make disbursements from the funds of The Guild as authorized by the Council from time to time. The Treasurer shall keep accurate financial accounts and shall prepare and submit, at the annual meeting and whenever so requested by the Council, a complete financial statement.

SECTION 7. Should there be a vacancy in the Presidency, the Vice-President shall succeed to the Presidency and shall serve until the next annual election. Any other vacancy of an office shall be filled by the Council, and the successor shall hold office until the next annual election.

SECTION 8. Neither the President nor the Vice-President nor the Secretary nor the Treasurer shall receive any salary or compensation for services rendered as such officers; no member of the Council shall receive any salary or other compensation for services rendered as a member of the Council. Salaries may be paid to any employee of The Guild including employees who have been given official titles, such as Executive Secretary or Assistant Secretary.

The Count Issue

ARTICLE VIII

Membership Meetings

SECTION 1. The annual meeting of the members of The Guild shall be held in the Borough of Manhattan, City and State of New York, at such date, time, and place as the Council may designate, but said date shall be within the period from February 10th to February 28th inclusive, in each year.

SECTION 2. Special meetings of The Guild shall be called by the Secretary at the direction of the Council, or upon the written request of fifty Members. The notice of a special meeting shall state the purposes thereof and no other business shall be transacted at the meeting.

SECTION 3. Notice of the time and place of the annual and special meetings of the membership shall be sent by mail to each Member of The Guild, at his address as it appears on the books of the Corporation. Notice of the annual meeting shall be mailed at least twenty days before the date thereof; notice of a special meeting shall be mailed at least ten days before the date thereof.

SECTION 4. At all meetings of The Guild the presiding officer shall appoint three or more persons present in person to act as inspectors and tellers of the ballots cast at the meeting, in person or by proxy, and to report the result thereof.

SECTION 5. At all meetings of The Guild at least twenty-five Members shall be present in person or by proxy, to constitute a quorum. If no quorum should be present the presiding officer shall adjourn the meeting to a day and hour fixed by him not later than thirty days distant. Any meeting held upon the adjourned date shall have the same effect as if held on the date originally set.

SECTION 6. Only Members shall have the right to vote at meetings of The Guild. Each Member of The Guild shall have the right to one vote, in person or by proxy, subject to reasonable regulations of the Council governing the manner of voting by proxy. A proxy may only be given to an Member of The Guild and shall be effective for the meeting specified therein and any adjournments thereof. The Council may also, in its discretion allow voting by mail ballot at any meeting and may allow voting by mail ballot in a mail referendum without a meeting, subject to such regulations as the Council may from time to time promulgate. Where a matter is voted upon in a mail referendum, members shall have twenty days from the sending of ballots within which to record their votes at the offices of The Guild.

SECTION 7. Nominations.

(a.) Nominations for members of The Guild Council and for dramatist-members of The Authors League Council shall be made on or before December 10th in each year, by a Nominating Committee appointed annually by the Council, between July 1st and November 30th. Such Nominating Committee shall consist of at least five Members of The Guild, of whom not more than two shall be members of the Council. Nominations for one or more Council vacancies may also be made by any five Members of The Guild, provided that such nominations are made in writing and signed by such members and delivered to the Secretary of The Guild on or before December 31st. At least twenty days before the date of the annual meeting there shall be mailed to all Members a ballot listing all nominations from the floor. At the annual membership meeting the ballots received by mail and those cast in person by proxy at the meeting shall be counted by a committee of tellers appointed by the presiding officer. The candidates receiving the largest number of votes out of the total cast shall be declared elected.

(b.) Nominations for regional members shall be made by Members residing in each specific geographic region. On or before December 10th of each year, the Executive Director shall call for nominations for each region. On or before December 31st of each year, Members from each region shall submit a list of nominees to The Guild. The number of members receiving the highest number of nominations in each region shall become candidates. At least twenty days before the date of the annual meeting, there shall be mailed to all Members, in addition to the ballot listing all nominations for elected members of The Guild Council, a supplemental ballot listing nominations for regional members of The Guild Council for the respective region. There shall be no nominations from the floor. At the annual membership meeting, the ballots received by mail and those cast in person or by proxy at the meeting shall be counted by a committee of tellers appointed by the presiding officer. The candidate in each region receiving the largest number of votes out of the total votes cast shall be declared elected.

ARTICLE IX

Censure and Suspension of Members

SECTION 1. If any member violates any provision of this Constitution, or does not comply with an applicable Minimum Basic Production Contract, the Council may, in its discretion, censure him, suspend him from the privileges of membership, or place him in bad standing; provided, however, that such action may only be taken by vote of two-thirds of the members of the Council present and voting at a meeting called pursuant to the provisions of Section 2 herein.

SECTION 2. The Council shall inform the offending member by written notice, which shall be served upon him by registered or certified mail directed to his address as it shall appear on the books or records of the corporation or to such address as shall have been designated by him, of the nature of the violation or noncompliance charged and of the time appointed for a special meeting of the Council when he may be heard in his defense before the Council, which time may not be less than ten days after the mailing of such notice.

SECTION 3. At such hearing before the Council, the offending member shall be given an opportunity to be heard in his own defense, in person or by attorney. In case such offending member shall not appear at the time fixed for the hearing, judgment may be passed upon him by default.

SECTION 4. From any disciplinary action inflicted in this Article, the member disciplined may appeal to the membership of The Guild which shall determine the appeal by a majority vote of those present in person at a meeting duly called for such purpose. Unless the time therefore be extended by order of the Council the member must file said appeal within fifteen days after notice of the disciplinary action taken shall have been mailed to the member by registered or certified mail. Such appeal, in order to be effective, must be filed with the Secretary of The Guild within the time limit above provided and must be in writing signed by the accused member. The accused member shall have at least twenty days’ notice sent him by registered or certified mail of the time and place of the meeting at such meeting and shall have the privilege of appearing at such meeting in person but not by counsel. The member may, if he so elects, be represented by a Member, not indebted to The Guild, instead of in person. The Council in its discretion may require the member appealing, as a condition thereof, to deposit the estimated cost of the appeal, including the cost of the meeting, such sum to be returned to him if his appeal is successful. Pending an appeal the accused member shall have none of the privileges of membership of which he may have been deprived.

SECTION 5.

(a.) When a member is suspended, he shall be deprived of the following privileges of membership for such period as may be adjudged by the Council in the particular case: to wit, to be nominated or elected an officer or member of the Council of The Guild, or an officer or dramatist-member of The Authors League Council, to make any nomination for any of the fore-mentioned offices, and to vote at, or attend, any meeting of the membership of The Guild. He shall be entitled to exercise all other privileges. At the expiration of the period of suspension, all privileges of membership shall be restored to the member.

(b.) When a member is placed in bad standing, he shall be deprived of those privileges which are denied to a member who has been suspended, and all other privileges of membership, for such period as may be adjudged by the Council in the particular case. At the expiration of the period, all privileges of membership shall be restored to the member.

SECTION 6. If a member shall fail to pay any amount of dues within three months of the mailing to him of a bill or statement therefore, a notice that such dues are “in arrears” shall be mailed to the member. Upon such action of the Council, and until the dues are not paid within one month after the mailing of the notice, the Council may declare the member to be “in arrears.” Upon such action of the Council, and until the amount of such arrears shall have been paid, such member shall be deprived of the privileges which are denied to a member who has been suspended.

SECTION 7. Any member of The Guild who has been expelled by reason of signing a non-certifiable contract (or who has resigned from The Guild to avoid expulsion as a result of such signing, or to sign a non-certifiable contract), or who has been expelled for any other violation of The Guild Constitution, may be reinstated only pursuant to a formal petition submitted to The Guild Council. Council’s consideration of any petition will be on a case-by-case basis, and within Council’s complete discretion, subject to the terms of The Guild’s by-laws.

Any decision to reinstate an author may be subject to the imposition of any conditions Council may deem appropriate under the circumstances, but Council will require, AS A MINIMUM, the fulfillment of the following conditions:

(a.) AT LEAST one (1) year must have passed following expulsion or resignation before an author’s petition may be considered;

(b.) Reinstatement will be contingent on an author making full restitution for the amount of unpaid First Class assessments for which the author would have been liable had such author not been expelled from The Guild. Such restitution may be made pursuant to a payment schedule or in a lump sum, or some combination thereof, or in any other manner as Council may determine; and

(c.) Reinstatement will require an affirmative vote of no less than two-thirds (2/3) of Council members.

Any reinstated member will be liable for payment of First Class dues on an ongoing basis from shows running at the date of, or at any time after, the member’s reinstatement, as required by The Guild’s constitution.

This Reinstatement Protocol is not intended to supersede the rights, privileges and obligations of The Guild membership provided under this Article IX of the Constitution, and Article IX is deemed incorporated herein.

ARTICLE X

Notices

All notices and communications to members of The Guild shall be sent to the latest address furnished by the member to The Guild office.

ARTICLE XI

By-Laws

This Constitution shall constitute the By-Laws of the Corporation.

ARTICLE XII

Definitions

The following definitions shall apply to this Constitution of The Dramatists Guild of America, Inc.:

The word “League” as used herein means The Authors League of America, Inc.

The words “Dramatists Guild” as used herein mean The Dramatists Guild of America, Inc.

The word “Council” as used herein means the Board of Directors of The Dramatists Guild of America, Inc.

ARTICLE XIII

Amendments

SECTION 1. The Council may at a meeting amend this Constitution by a two-thirds vote of members present, but in no event by less than sixteen votes of the Council; provided, however, that the amendment of any section of this Constitution affecting in any manner the rights of members in regard to the election of officers, Council members, or changes in dues, or the holding of/or procedure at membership meetings, shall not be effective until submitted to the Members for a vote and ratified by a majority vote of the members voting thereon either in person or by proxy or by mail.

At least ten days’ notice of any meeting for such purpose shall be given to the council members, accompanied with a copy of such proposed amendment.

SECTION 2.

(a.) This Constitution may also be amended by a majority of the Members of The Guild voting thereon in person or by proxy or by mail at the annual meeting or a special meeting called for that purpose. A copy of the proposed amendments shall be sent to each Member with the notice of such meeting.

(b.) No proposal to amend this Constitution by a vote of the membership shall be submitted to such vote unless:

i. it has been adopted by the Council of The Guild upon a two-thirds vote of the members present and voting, but in no event less than sixteen votes of the Council; or

ii. The proposal shall have been presented in writing to the Secretary over the signatures of not less than twenty-five Members.