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EVANSVILLE CIVIC THEATRE, INC.
BY-LAWS
The Evansville Civic Theatre is a not-for-profit corporation whose Board of
Directors hold in trust for citizens the artistic validity and financial soundness of
the institution.
The Board of Directors sets all policies which pertain to the corporation.
ARTICLE I
Section 1 - MISSION
Evansville Civic Theatre is a non-profit community theatre committed to
presenting high-quality theatrical productions, to providing an imaginative
environment for artistic expression for all members of the community, and to
offering stimulating educational programming for youth and adults.
Section 2 - PURPOSE
It is the policy of Civic Theatre and the responsibility of the Board of Directors,
acting as its agent, to assure that the Board is composed of a mix of artistic,
business and community leaders who are dedicated to artistic growth and the
perpetuation of the organization. It is further the responsibility of the Board to
assure that a quality professional theatre staff is maintained who will uphold the
artistic traditions of Civic Theatre.
ARTICLE II
MEMBERSHIP
Section 1
A member of Evansville Civic Theatre shall be a member in good standing of the
Board of Directors of the Corporation. Election of a person as a director of the
Corporation shall automatically confer membership in the Corporation.
Membership shall be terminated when a person is no longer a member of the
Board of Directors of the Corporation. All members shall be active voting
members without any special rights, preferences, limitations or restrictions and of
one class with equal voting rights. No person may hold more than one
membership.
Section 2
A member of the Corporation:
A. must be a season ticket holder of Evansville Civic Theatre, Inc.
B. must make an annual contribution to Evansville Civic Theatre, Inc.
Section 3
An annual meeting of the members of this Corporation shall be held in the City
of Evansville, Indiana within thirty (30) days of June first. The annual meeting
shall include the election of officers for the following year.
ARTICLE III
BOARD OF DIRECTORS
Section 1
The Board of Directors shall consist of not more than twenty-four (24) members,
including the officers of the Corporation.
Section 2
The officers of the Corporation shall act as the officers of any meeting of the
Board of Directors.
Section 3
The Board of Directors may remove any officer, agent, or employee of the
Corporation when in the judgment of the Board, the best interest of the
Corporation would be served by so doing.
Section 4
The Board of Directors may require any officer, agent or employee of the
Corporation to file with the Corporation a satisfactory bond, conditioned upon
the faithful performance of his duties, and the premium for any such bond shall
be paid by the Corporation.
Section 5
The Board of Directors shall hold at least one regular meeting during each
quarter year. Special meetings of the Board of Directors may be called by the
President or the Executive Committee provided twenty-four (24) hours notice is
given to the Board of Directors along with a written statement of the purpose of
the meeting. Said special meeting may address only the expressed purpose.
The schedule of regular meetings shall be established by the Executive
Committee.
Section 6
Notice of all meetings of the Board shall be given by written or printed notice,
mailed or delivered to each director at the address shown on the records of the
Corporation at least seven days before the meeting.
Section 7
At a regular quarterly meeting which is held on the publicized date, a quorum
shall consist of the Directors present for the transaction of business and a
majority vote of those present shall determine any matter brought before the
Board except as otherwise provided in the revised Articles of Incorporation of
these By-laws. If it becomes necessary to change the date of the regular
quarterly meeting, or at a special meeting that may be called, a quorum shall
consist of one-third (1/3) of the Directors.
Section 8
Voting on any matter brought before the Board may be carried out by secret
ballot provided a motion is made and approved by a majority of the Board
Members present. In such cases, the ballots will be counted by the Board
Secretary and the Parliamentarian and the results reported by the Secretary.
Section 9
It shall be understood that the Board of Directors may not take any action which
is wholly binding on any subsequent Board except as covered by contracts or
by statutes of the State of Indiana bearing on "not-for-profit" corporations.
Section 10
The election of directors shall be carried out at the annual membership meeting.
Section 11
The regular term of a member of the Board of Directors shall be for two (2) years,
with half the vacancies arising each year. To be elected, a director must
receive a simple majority of the votes cast. Election shall be by secret ballot. All
nominees' names shall appear on the ballot before voting begins.
Section 12
A vacancy in the Board of Directors shall be filled by a majority vote of the
remaining directors upon recommendation of the Nominating Committee, and
the successor thus selected shall serve for the remainder of the unexpired term.
A Director who fills an unexpired term shall be eligible for re-election.
Section 13
A. Any member who is unable to attend a regular meeting of the Board of
Directors shall notify the President or Managing Director.
B. Any member of the Board of Directors who shall be absent from three
consecutive regular meetings of the Board without notification to the President
or Managing Director may be subject to removal from the Board of Directors
upon a majority vote of the Board and shall be so notified by the President. The
question of adequate excuse shall be subject to the discretion of The Board of
Directors.
Section 14
The Board of Directors shall determine such other officers, agents and
employees of the Corporation as are required by the By-Laws or as the Board of
Directors may deem necessary for the transaction of the business of the
Corporation.
ARTICLE IV
OFFICERS
The Officers of the Board of Directors of Evansville Civic Theatre, Inc. and their
duties shall be as follows:
Section 1
The President shall be the Chief Executive Officer of the Corporation, shall
preside at the meetings of the Board of Directors and of the members and shall
perform any and all other duties provided by these By-Laws or as may be
directed by the Board of Directors.
Section 2
The Secretary shall be the custodian of the Corporate Seal, and shall affix such
seal as the Board of Directors may direct; shall keep all records of the
Corporation, other than financial records; shall give all notices required and not
otherwise provided by the By-Laws or the Board of Directors; and shall act as
Secretary of all meetings of the Board of Directors and members, and shall keep
proper records thereof; and shall perform any and all other duties as may be
directed by the Board of Directors.
Section 3
The Treasurer shall receive all funds paid to the Corporation; shall safely keep in
depositories all funds of the Corporation; shall properly account to the Board of
Directors for all such funds; shall disburse such funds only upon the direction of
the Board of Directors, and shall perform any and all other duties as may be
directed by the Board of Directors.
Section 4
The Parliamentarian shall be responsible to ensure that Parliamentary Procedure
is followed at all regular board meetings; that the By-Laws are adhered to,
reviewed annually, and that any amendments to the By-Laws are made in
accordance with Article X.
Section 5
The regular terms of all officers of the Corporation shall be one year and shall
begin on the first day of the fiscal year (1st day of June) and shall end on the last
day of the fiscal year (last day of May) next following.
ARTICLE V
COMMITTEES
Standing Committees
The following committees shall be appointed annually by the President, with the
advice and counsel of the Executive Committee, for the purpose of carrying out
necessary functions of the Board of Directors of Evansville Civic Theatre, Inc.
Section 1
Executive Committee
There shall be an Executive Committee consisting of all elected officers, with the
exception of the Parliamentarian, plus two at-large members, one of which is to
be elected by the Board of Directors from its membership at the time of the
election of officers, and one which shall be appointed by the President. The
President shall act as Chairman of the Committee. The duties of the committee
shall be to direct the administrative work of the Corporation and to carry out the
policies of the Board between meetings of the latter. A quorum of the
committee shall consist of a majority of its members.
The Executive Committee meets no less than monthly. The committee also
meets as needed to perform urgent business. Any action taken by the
Executive Committee shall be reported at the next regular meeting of the Board
of Directors.
Section 2
Development Committee
The Development Committee consists of chairman and other members as
appointed for the purpose of developing and implementing an annual program
of financial development for the Theatre.
Section 3
Nominating Committee
The Nominating Committee consists of Chairman and other members as
appointed. This committee is responsible for the election of Directors and
Officers to the Board of Directors in accordance with procedures established in
Article VI of these By-Laws, and to review the adherence of Directors to
membership requirements and report any failures to meet said requirements to
the Executive Committee.
Section 4
Ad-Hoc Committees
The President, with the advice and counsel of the Executive Committee shall
annually appoint such other committees as may be deemed necessary to carry
out necessary functions of the Board of Directors of Evansville Civic Theatre Inc.
These committees may include, but shall not be limited to Play Selection, LongRange Planning, Personnel, Scholarship, By-Laws, Community Relations and
Outreach, Physical Development and Site Review.
ARTICLE VI
NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1
All elections of Officers and Directors for Evansville Civic Theatre, Inc., shall be
carried out by a secret ballot with a simple majority of the members present to
determine the outcome. Nominations will be accepted from the floor.
Section 2
The Nominating Committee shall nominate one or more persons for each
directors vacancy to be filled by election.
Section 3
Directors elected to the Board shall take office on the first day of the fiscal year
following their elections to office, unless they are elected to fill an unexpired
term mid-year.
Section 4
The Board of Directors shall elect from its membership such officers of the
Corporation as are required in Article IV, Sections 1-7 of these By-Laws. Said
election of Officers shall take place at the annual meeting provided the full
board has been given a slate of officers at the regular April meeting.
ARTICLE VII
MANAGING DIRECTOR
Section 1
The principal employee and chief operating agent of the Board is the
Managing Director. The Managing Director's primary responsibility shall be to
transact and abide by all policies and directives set by the Board.
Section 2
This person shall hire all subsidiary staff and appoint such volunteer artistic
leaders as he/she shall determine. Such volunteers include, but are not limited
to, play directors, costumers, scenographers, etc.
Section 3
The Managing Director regularly reports to the Board and the Executive
Committee at its regularly scheduled meetings, and confers with the President
of the Board between meetings as necessary.
Section 4
Having consulted in the preparation of budgets and seasons and having
secured the approval of the Board in those areas, the Managing Director shall
operate the Theatre within those broad parameters and in consonance with the
policies of the Board. Individual Board members shall not direct the activities of
paid staff, nor shall staff or Managing Director influence individual Board
members outside of the structure of scheduled Board or committee meetings.
ARTICLE VIII
EXECUTION OF INSTRUMENTS
Section 1
All checks of the Corporation are to be executed and signed by the Treasurer
unless otherwise provided for by the Board of Directors.
Section 2
All other instruments of the Corporation shall be executed by the President, to
which shall be affixed the Corporate seal attested by the Secretary, unless the
manner of execution of any such instrument shall be otherwise prescribed by the
Board of Directors.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of June and shall
terminate on the thirty-first day of May next following.
ARTICLE X
AMENDMENTS
Section 1
The By-Laws shall be altered or amended by a two-thirds majority vote of the
members of the Board of Directors at any regular meeting of the Board of any
special meeting of the Board called for that Purpose.
Section 2
The Articles of Incorporation shall be amended by a two-thirds majority vote of
the members present at any regular or special meeting of the members,
provided that notice of such meeting shall have stated that the amendment of
Articles of Incorporation was to be considered at such meeting.
ARTICLE XI
The rules contained in Roberts Rules of Order, Revised, shall govern the meetings
of the members except where such rules are in conflict with the Articles of
Incorporation.