BY-LAWS

Article I: Name
Article II: Purpose
Article III: Membership
Article IV: Board of Directors
Article V: Officers
Article VI: Finance
Article VII: Committees
Article VIII: Parliamentary Authority
Article XI: Amendments

Article I: Name

The name of the Corporation is Monroe County Civic Theater, Inc.

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Article II: Purpose

The purpose of the Corporation is to involve the local community in the experience of live theater. Its aim is to enable members of the community of every age, sex, and background to learn about and participate in every aspect of theater, including play selection, acting, lighting, costume making, publicity, and set construction. It also offers the public an opportunity to enjoy quality productions of both well-known and less frequently seen plays.

The Corporation’s philosophy behind play selection and casting is to reach and involve people of diverse backgrounds, both university and community people, those with theater training and without, and young people and families as well as adults of all ages. As community theater the Corporation expects everyone involved to participate in many aspects of production, both on and off stage. As non-professional theater it recognizes the diverse commitments of its participants and seeks to structure rehearsals, production work, and performances accordingly. The Corporation is a community theater group which takes the word “community” seriously. The Corporation may also engage in any other activities permitted under the Indiana General Not-For-Profit Corporation Act to further the dramatic arts. The Corporation shall exist exclusively for the above charitable, educational, artistic, and literary purposes and shall not engage in any activity which would cause it to become liable for income taxes under the Internal Revenue Code, the Indiana Gross Income Tax Act, or the Indiana Adjusted Gross Income Tax Act.

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Article III: Membership

Section 1. Types of membership shall consist of participant, associate, and patron members.

  1. Participant membership is open to any natural person eighteen (18) years or older who has participated in some capacity in three or more productions of the Corporation and who pays the annual dues as set forth in Section 3. Participant members are eligible to run for and sit on the board.
  2. Associate membership is open to any natural person who participates in some capacity in any production of the Corporation and who pays the dues as set forth in Section 3. Associate membership is extended to all members who are temporarily ineligible to run for the board because of age or because they have participated in fewer than three productions.
  3. Patrons are elected by the Board of Directors in recognition of their significant contribution to the furtherance of the purposes of the Corporation as set forth in Section 3. Patrons may be either natural persons or corporations.

Section 2. Rights and Restrictions.

  1. Participant and associate members eighteen (18) years and older shall have one vote on any question placed before the membership by the Board of Directors.
  2. Only participant members are qualified to serve on the Board of Directors.
  3. Patrons shall have no vote unless they are also associate or participant members.

Section 3. Dues.

  1. Participant and associate members shall pay to the Corporation dues in the amount of $12.00 per year.
  2. Patrons shall make a cash contribution of at least $25.00 per year.
  3. Dues are collected at the Annual Meeting in January. Members joining and paying dues after January will have their dues pro-rated at an amount of $1.00 per month from month paid until December of that year.

Section 4. Nonpayment of Dues.

  1. Members who have not paid dues by the time of the Annual Meeting will not be allowed to vote.
  2. Members who have not paid dues by 1 April of each year may be removed from the membership rolls after notification by mail. No member will be excluded for an inability to pay. Members with inability to pay should contact the Treasurer to claim their exemption from paying dues.

Section 5. The Annual Meeting shall be held in the month of January.

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Article IV: Board of Directors

Section 1. The number of directors shall be nine and under no circumstances less than three nor more than nine.

Section 2. The directors shall be elected at the Annual Meeting by a simple majority of the membership present and voting and shall serve terms of two years, except that:

  1. A director may resign by submitting his written resignation to the president.
  2. The Board of Directors may remove a director if that director no longer qualifies to serve as a director by nonpayment of dues or by missing four meetings of the Board in any calendar year.
  3. The Board may remove a director if that director becomes a hindrance to the operation of the Corporation.
    1. The director must be notified of the proposed removal.
    2. A vote on the proposed removal shall be conducted at the meeting of the Board following notification. Prior to the vote, the director may present a statement to the Board regarding the situation. The director in question must abstain from this vote.
    3. Should the director be absent from the meeting at which the vote is to be conducted, the vote shall still occur. Delays for extenuating circumstances may be granted as the Board sees fit.
    4. Removal of an officer from the Board of Directors also constitutes removal from office.

Section 3. The Board of Directors shall conduct the business of the Corporation.

Section 4. The Board of Directors shall meet whenever necessary to conduct the business of the Corporation, but under no circumstances shall the Board meet less frequently than four times per calendar year.

Section 5. Decisions of the Board of Directors require:

  1. A quorum of four directors.
  2. A simple majority of votes cast with each director having one vote.

Section 6. Meetings of the Board of Directors shall be open to all members of the Corporation.

Section 7. Only participant members of the Corporation may serve on the Board of Directors.

Section 8. At the Annual Meeting of the Corporation the Board of Directors shall convene and elect officers.

Section 9. Four officers (as specified in Article V) and at-large members to the number specified in Article IV, Section 1 shall comprise the membership of the Board of Directors.

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Article V: Officers

Section 1. Officers may be members of the Board of Directors or may be appointed by the Board to fill a specific need.

Section 2. Officers shall include a president, a vice-president, a secretary, and a treasurer.

Section 3. Duties of officers.

  1. The president shall:
    1. Function as the chief executive officer of the Corporation.
    2. Preside at all meetings of the Corporation and of the Board of Directors.
    3. Coordinate the work of the officers, the Board, and the Corporation in order to promote the Purposes of the Corporation.
    4. Perform such other duties as may prescribed in the Bylaws or assigned by the Board.
  2. The vice-president shall:
    1. Act as an aide to the president.
    2. Perform the duties of the president in the absence or disability of that officer.
    3. Perform such other duties as may prescribed in the Bylaws or by the Board.
  3. The secretary shall:
    1. Record the minutes of all meetings of the Board and of the Corporation.
    2. Produce and approve all correspondence of the Board and the Corporation.
    3. Function as the archivist of the Corporation.
    4. Perform such other duties as may prescribed in the Bylaws or by the Board.
  4. The treasurer shall:
    1. Have custody of all the funds of the Corporation.
    2. Maintain such books of accounts and records as required.
    3. Keep a full and accurate account of receipts and expenditures at all times.
    4. Make disbursements in accordance with the budget of the Corporation and as authorized by the president, the Board, or the Corporation.
    5. Present a financial report at every meeting of the Corporation and as required by the Board.
    6. Prepare all documents necessary to maintain the 501(c)(3) status of the Corporation.
    7. Perform such other duties as may prescribed in the Bylaws or by the Board.
  5. An appointed officer shall:
    1. Be a natural person who may or may not also be an associate or participating member of the Corporation.
    2. Fill a specific need including but not limited to legal advisor, accountant, technician, or consultant.
    3. Not have a vote in Board decisions.
    4. Require a unanimous vote of the Board members present at a given meeting in order to be appointed.
  6. All officers shall:
    1. Perform the duties as prescribed in the parliamentary authority in addition to those outlined in the Bylaws and those assigned from time to time.
    2. Deliver documents relevant to the office to their successors not later than ten (10) days after their successors assume their duties.
    3. Serve until the election and qualification of their successors.

Section 4. Election and terms of officers.

  1. Officers shall be elected in accordance with Article IV, section 8.
  2. Officers shall serve terms of one (1) year unless demoted as described in Section 5 or removed from the Board as described in Article IV, Section 2, paragraph C.

Section 5. Removal of officers.

The Board of Directors may remove an officer from office if that officer no longer performs his or her duties as described in Section 3.

  1. The officer must be notified of the proposed removal.
  2. A vote on the proposed removal shall be conducted at the meeting of the Board following notification. Prior to the vote, the officer may present a statement to the board regarding the situation. The officer in question must abstain from this vote.
  3. Should the officer be absent from the meeting at which the vote is to be conducted, the vote shall still occur. Delays for extenuating circumstances may be granted as the Board sees fit.
  4. Removal from office does not constitute removal from the Board. Should it be necessary to remove an officer from the Board entirely, the process described in Article IV, Section 2, paragraph C should be used.

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Article VI: Finance

Section 1. The fiscal year shall be the calendar year.

Section 2. Only the interest earned by endowments may be used for the designated purposes of those endowments.

Section 3. Restricted funds must be used as designated by the donors.

Section 4. The Board of Directors shall provide for an annual examination of the financial accounts of the Corporation and make a report to the membership.

Section 5. The books and records of the Corporation shall be open for the inspection of the members at any reasonable time.

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Article VII: Committees

Section 1. Only participant members, associate members, and specially appointed officers of the Board of Directors may serve on any committee of the Corporation.

Section 2. The Board of Directors may create such standing committees as it deems necessary to promote the Purposes and carry on the work of the Corporation.

Section 3. The term of each chairperson of standing committees shall be one (1) year or until the selection of his successor.

Section 4. The chairperson of each committee shall report to the Board of Directors and shall obtain approval from the Board for any work undertaken by the committee.

Section 5. The Board of Directors may create such special committees as it deems necessary to promote the purposes and carry out the work of the Corporation.

Section 6. Each special committee shall be temporary, and dissolution shall occur when its specific purpose is fulfilled and its final report is approved by the Board.

Section 7. The president shall serve as member ex officio of all committees.

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Article VIII: Parliamentary Authority

Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases in which they are applicable.

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Article XI: Amendments

The Bylaws may be amended by the Board of Directors.

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