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Middleton
Community Theatre Guild
Bylaws
Article
I
OBJECTS
AND PURPOSES
SECTION
1: The objects of the corporation shall be those set out in the Articles of
Incorporation and Charter of the Corporation.
SECTION
2: The purposes of the Corporation are: to stimulate, promote, teach and develop
interest in the dramatic arts; to educate the general public in the dramatic
arts; to advance the general level of culture in the field of dramatic arts by
the establishment and maintenance of a theater for the production of plays,
musicals, readings, dramas, comedies, shows, exhibitions, and dramatic arts in
all forms and of the highest standards; and to bring all aspects of the dramatic
arts to areas and centers not adequately served at the present time.
Article
II
PROHIBITED
ACTIVITIES
No
part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to, the members, directors, or officers of the Corporation, except
that the Corporation shall have the authority and power to pay reasonable
compensation for services actually rendered to or for the Corporation. No
substantial part of the activities of the Corporation shall consist of carrying
on propaganda, or otherwise attempting, to influence from taxation under Section
501(a) of the Internal Revenue Code of 1954 (or the corresponding provision of
any succeeding or future Federal income tax law).
Article
III
MEMBERSHIP
SECTION
1: Membership shall be voluntary.
SECTION
2: Active members shall be those who have purchased season tickets for the
current season; the price of season tickets shall be determined annually by the
Board of Directors. Members shall be eligible to participate in all activities,
to hold office and to receive all other rights and benefits of membership.
SECTION
3: Each member shall be entitled to one vote per season ticket in any and all
matters requiring a vote of the membership.
Article
IV
BOARD
OF DIRECTORS AND OFFICERS
SECTION
1: The officers of the Corporation shall be a President, Vice-president,
Secretary and Treasurer, together with a Board of Directors consisting of
twenty-one (21) members, which number shall include the four (4) officers
specifically mentioned hereinabove; additionally, the President of the Theater
Guild
SECTION
2: Each year seven (7) new Directors shall be elected by the Board of Directors
for a term of three (3) years at the regularly scheduled May meeting of the
Board of Directors. The slate of nominees shall consist of a list of members
submitted by the executive committee, along with such other members as the Board
by majority vote may choose to name. The number of nominees shall exceed the
number of vacant positions by at least one (1) name. Election shall be by secret
ballot of the Board members present and voting and the results shall be
announced and certified at the close of the meeting.
SECTION
3: Directors shall assume their office at the next Board meeting following
certification by the Board of Directors and shall serve for their elected term
or until their successors are elected.
SECTION
4: The Executive Committee shall consist of the President, Vice-President,
Secretary and Treasurer. The committee shall meet upon the call of
SECTION
5: The President shall preside at all directors and members meetings, shall have
the general supervision over the affairs of the corporation and over the other
officers; shall sign all written contracts of the Corporation and shall perform
all such other duties as are incident to his office.
SECTION
6: The Vice President shall perform the duties of the President in the absence
of the President.
SECTION
7: The Secretary shall issue notices of all meetings and shall attend and keep
the minutes of the same; shall have charge of all corporate books, records and
papers, other than financial, shall attest with his signature all written
contracts of the Corporation; and shall perform all such other duties as are
incident to this office.
SECTION
8: The Treasurer shall have the custody of all money of the Corporation and
shall give bond, the cost of which shall be borne by the Corporation, in such
sum as may be determined by the Board of Directors, and with such sureties as
the Directors may require, conditioned upon the faithful performance of his
office. He shall keep regular books of accounts and shall submit them, together
with all vouchers, receipts, records and other papers, to the Directors for
their examination and approval as often as they may require, and shall perform
all other duties as are incident to this office. Any check in excess of One
Hundred Dollars ($100.00) must be countersigned by the President or Treasurer of
the Corporation. An annual audit of the books and accounts of the Corporation
shall be conducted by a certified public accountant selected by the Board of
Directors. Any or all of these duties or authorities may be delegated to the
Business Manager by the Board of Directors.
SECTION
9: Vacancies occurring in any office, including the Board of Directors, may be
filled by appointment of the Board. The term of a newly appointed Director shall
extend for the unexpired portion of the Directorship to which he is appointed.
In case of a vacancy in any of the offices of the Corporation, the term of such
newly appointed officer shall be only for the unexpired term of the vacated
office.
Article
V
MEETINGS
SECTION
1: At the May meeting of the Board of Directors, the Board shall elect the
officers of the Corporation from its membership. Regular and/or special meetings
of the Board may be called by the President, and in his absence, by the Vice
President.
SECTION
2: A quorum for the transaction of business at any regular or special meeting of
the Board shall consist of eleven (11) members of the Board and Roberts Rules of
Order shall govern procedure at all meetings.
SECTION
3: A member who shall miss five (5) or more regularly scheduled board meetings
in a twelve month period shall automatically be removed from office upon notice
to the member by the President or his designate; and, the vacancy created
thereby shall be filled by majority vote of the Board, provided, however, that
the Board may, by majority vote, grant any member one three month leave of
absence in the sole discretion of the Board.
Article
VI
COMMITTEES
SECTION
1: The President shall appoint the Chairman all committees from the membership
of the Board. The Chairman of each committee, with the advice and consent of the
President, shall select all other members of his or her committee. The President
shall be an ex officio member of all committees except the Nominating Committee.
SECTION
2: The standing committees of the Corporation shall be:
A.
Play Reading - This Committee shall read plays and by the December Board meeting
each year shall present recommendations to the Board for the next year. The
Board will discuss the selections at the January, February and March meetings
and will announce the next season's selections by not later than March 31 or
before opening night of the last production, whichever comes earlier.
B.
Building Committee - This Committee shall be responsible for the maintenance and
management of the physical plant and contents thereof owned by the Corporation
and such other duties as may be assigned it by the President or the Board of
Directors.
C.
Scholarship Committee - This Committee shall be responsible for recommending
recipients of Tupelo Community Theater scholarships and shall be
D.
Hospitality Committee - This Committee shall be responsible for cast parties and
such other duties as may be assigned it by the President or Board of Directors;
the President of the Theater Guild shall be an ex officio member of this
committee.
E.
Production Committee - The Production Committee shall have supervision and
authority over all production activities of the Theater, subject to the
direction of the President, and shall be responsible for such other duties as
may be assigned it by the President or Board of Directors.
Article
VII
MISCELLANEOUS
SECTION
1: The positions of House Manager and Business Manager shall be filled either
from the membership of the Board or by such persons as the Board may appoint or
employ and the duties of these persons shall be those as may be set out by the
Board of Directors.
Article
VIII
AMENDMENTS
These
Bylaws can be amended at a called meeting of the general membership by
publication in the local newspaper two weeks (2) prior thereto.