TUPELO COMMUNITY THEATRE, INC.
Article I – Objects & Purposes
Article II – Prohibited Activities
Article III – Membership
Article IV – Board of Directors
Article V – Indemnification
Article VI – Conflicts of Interest
Article VII – Officers
Article VIII –Contracts, Checks, Deposits and Funds
Article IX – Staff
Article X – Meetings
Article XI – Committees
Article XII – Manual of Operations
Article XIII – Dissolution
Article XIV - Amendments
OBJECTS AND PURPOSES
The objects and purposes of Tupelo Community Theatre, Inc. (the “Corporation”) shall be those set out in the Articles of Incorporation and Charter of the Corporation.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the members, trustees, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax Section 501(c)(3) of the Internal Revenue Code (or corresponding section 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 (or corresponding section of any future Federal tax code).
Active members of the Corporation shall be those who have purchased season tickets for the current season. Members shall be eligible to participate in all activities, to hold office and to receive all other rights and benefits of membership. Each member shall be entitled to one vote per season ticket in any and all matters requiring a vote of the membership.
BOARD OF DIRECTORS
SECTION 1: The Board of Directors shall conduct, manage and control all of the affairs and business of the Corporation and shall generally supervise and regulate the activity of the Corporation.
SECTION 2: The Board of Directors shall consist of not less than fourteen (14) or more than twenty-one (21) individuals.
SECTION 3: Board members shall be elected for three-year terms. Each Director shall be eligible to serve three consecutive three-year terms. Following nine consecutive years serving as a Director, a person may not serve on the Board of Directors for a period of one year.
SECTION 4: Each year 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. Election shall be by secret ballot of the Board members present and voting.
SECTION 5: 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 6: Any Director may resign by written notice to the Board.
SECTION 7: Vacancies occurring among the Directors shall be filled by the vote of a majority of the remaining members of the Board of Directors. Such elections shall be for the unexpired term of the vacancy. The Board of Directors shall have the power to declare that any office is vacant and therefore elect a successor whenever (a) a Director is permanently absent or absent for such periods of time as to make it impossible to discharge the duties of the Director, (b) a Director ceases to be a member, or (c) a Director fails or refuses or is unable for any reason to discharge the duties of his office and the remaining Directors determine by three-fourths vote that such cause exists.
The Corporation shall and does hereby indemnify and hold each of its officers, directors, employees and committee members (and former officers, directors, employees and committee members) harmless from and against any and all claims, suits, damages, judgments and expenses arising from or in connection with their services for or on behalf of the Corporation, provided however, that this Article shall not apply in the event of gross negligence or willful misconduct in the performance of their Corporation duties. The Corporation shall and does hereby indemnify and hold each of its officers, directors, employees and committee members (and former officers, directors, employees and committee members) harmless from and against any and all claims, suits, damages, judgments and expenses arising from or in connection with their services for or on behalf of the Corporation, provided however, that this Article shall not apply in the event of gross negligence or willful misconduct in the performance of their Corporation duties.
CONFLICTS OF INTEREST
For purposes of this article, the term "interest" shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the Corporation.
No director or officer of the Corporation shall be disqualified from holding any office in the Corporation by reason of any interest in any concern. A director or officer of the Corporation shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the Corporation or with any entity of which the Corporation is an affiliate. No transaction of the Corporation shall be voidable by reason of the fact that any director or officer of the Corporation has an interest in the concern with which such transaction is entered into, provided:
The interest of such officer or director is fully disclosed to the Board of Directors. Such officer or director shall be allowed to enter into preliminary discussion regarding such transaction; however such officer or director must remove himself or herself from the room prior to final discussion and vote on the authorization of such transaction.
Such transaction is duly approved by the Board of Directors not so interested or connected as being in the best interests of the Corporation.
Payments to the interested officer or director are reasonable and do not exceed fair market value.
No interested officer or director may vote on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
SECTION 1: The officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer. Additionally, the managing staff position and the President of any support organization, (both as defined in the Manual of Operations) shall serve as ex officio non-voting members of the Board of Directors.
SECTION 2: The annual nomination and election of officers shall be held at the May meeting of the Board of Directors.
SECTION 3: The Nominating Committee shall nominate candidates for officers. The officers shall be elected by the Board of Directors from among their own number and shall hold office for one year or until their successors are duly chosen and qualified. Election shall be by voice unless otherwise directed by a majority of members present, and a majority of those votes cast shall be required for election.
SECTION 4: Officers 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 5: Whenever a vacancy exists in any office by reason of resignation or otherwise, the office shall be filled by election by the Board of Directors in the manner prescribed in this Article.
SECTION 6: 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 this office.
SECTION 7: The Vice-President shall perform the duties of the President in the absence of the President.
SECTION 8: 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, and shall perform all such other duties as are incident to this office.
SECTION 9: The Treasurer, along with the managing staff position (as defined in the Manual of Operations), will oversee the maintenance of the financial records of the Corporation. The Treasurer shall monitor the monthly statements prepared by the managing staff position (as defined in the Manual of Operations) to the Board of Directors. The Treasurer shall oversee the keeping of the Corporation’s books and records, which is the physical duty of the managing staff position (as defined in the Manual of Operations). The Treasurer shall deliver the financial report to the Board in the absence of the managing staff position (as defined in the Manual of Operations). The Treasurer shall serve as Chairperson of the Finance Committee. The Board of Directors shall annually contract with an independent Certified Public Accountant to conduct agreed upon procedures to test financial controls and compliance.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1: The President of the Board of Directors is authorized to enter into any contract or execute and deliver any adjustment in the name of and on behalf of the Corporation. The Board of Directors may additionally authorize any officer of the Corporation to enter into any contract or execute and deliver any adjustment in the name of and on behalf of the Corporation.
SECTION 2: All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or Secretary and countersigned by the President or Vice-President of the Corporation.
SECTION 3: All funds shall be deposited in such depositories as the Board of Directors may direct, promptly upon the receipt of the same.
SECTION 4: The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or device for the general purposes of or for any special purposes of the Corporation.
SECTION 5: The fiscal year of the Corporation shall begin on the first day of August and end on the last day of July of each year.
The Board of Directors may employ such staff as deemed necessary to carry out the policies and programs of the Corporation. Salary will be determined by action of the Board of Directors.
SECTION 1: Regular and/or special meetings of the Board of Directors may be called by the President, and in his absence, by the Vice-President.
SECTION 2: A special meeting of the Board of Directors does not need to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions and make comments.
SECTION 3: A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of 40% of the members of the Board and Roberts Rules of Order shall govern procedure at all meetings.
SECTION 4: Meetings of the members of the Corporation may be held at the call of a majority of the Board of Directors and shall be held at such place and time as the Board of Directors shall designate.
SECTION 5: The members of the Corporation attending any regular or special meeting shall constitute a quorum at such meeting. At least two officers of the Board of Directorsmust be in attendance.
SECTION 6: Written notice stating the place, date and hour of any meetings of the members of the corporation shall be mailed, faxed, or delivered via electronic means to each member not less than thirty (30) days or more than ninety (90) days before the date of such meeting. In the case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. The notice of meeting shall be deemed delivered when deposited with prepaid postage thereon in the United States mail; if otherwise delivered, the notice of the meeting shall be delivered at the date and time of transmission.
SECTION 1: The President of the Board of Directors shall designate Committee assignments, determine appropriate size, and make committee appointments as necessary. The President will appoint committees and respective committee chairs at the beginning of his or her term. Each committee shall report regularly to the Board of Directors. The Chairman of each committee, with the advice and consent of the President, may select 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. Executive Committee – The Executive Committee shall consist of the officers of the Board of Directors. The managing staff position (as defined in the Manual of Operations) shall serve as an ex officio non-voting member of the Executive Committee. The Committee shall meet upon the call of the President and shall take such steps as are necessary to fulfill the aims and purposes and to carry out the authorized activities of the Corporation; however, the Executive Committee shall not have the power or authority to do any of the following matters without prior express approval of the Board of Directors:
1. Amend or repeal any resolution of the Board of Directors which by its terms cannot be amended or repealed except by action of the Board;
2. Dissolve, merge or consolidate the Corporation;
3. Elect, appoint or remove directors;
4. Amend the Articles of Incorporation;
5. Amend or repeal by-laws or adopt new by-laws;
6. Sell, lease, mortgage, pledge, hypothecate, transfer or exchange any real property of the Corporation or any personal property with a value in excess of $1,000;
7. Borrow funds or otherwise incur any obligation for the Corporation valued in excess of $5,000.
8. Enter into contracts for the Corporation valued in excess of $10,000.
All actions taken by the Executive Committee on behalf of the Corporation will be reported to the Board of Directors at the next meeting thereof.
B. Finance Committee – The Finance Committee shall consist of the Treasurer who shall serve as Chair, and at least two additional members of the Board of Directors appointed by the President of the Board of Directors. The fiscal and budgetary affairs of the Corporation shall generally be directed by the Finance Committee. The Finance Committee shall have authority over and responsibility for the preparation of the annual budget, present the budget to the Executive Committee and Board of Directors for approval and adoption and perform such other duties as may be assigned to this committee by the Board of Directors.
C. Nominating Committee – The Nominating Committee shall nominate candidates for the officers of the Corporation. A proposed slate of officers shall be presented to the Executive Committee not less than thirty (30) days prior to the date set for the election of officers.
D. Building Committee –The Building 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.
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.
SECTION 3: The President may establish such other committees as he or she may deem necessary.
MANUAL OF OPERATIONS
SECTION 1: The Board of Directors shall develop and maintain a codified Manual of Operations designating specific duties and procedures of operation. The Board of Directors under the direction of the Executive Committee shall review such Manual annually. The Manual of Operations shall be consistent with the purposes of the Corporation, and not in conflict with these By-Laws.
SECTION 2: The Manual of Operations shall be maintained by the Secretary of the Corporation as directed by the Board of Directors. Supplemental procedures, developed and maintained by individuals or committees appointed by the President or the Board, and with the approval of a majority of the Board of Directors, shall be referenced in the Manual of Operations.
Authorization for the dissolution of the Corporation shall be affected in the following manner:
The Board of Directors shall adopt a resolution recommending that the Corporation be dissolved, and directing the question of such dissolution be submitted to a vote at a meeting, either special or regular, of the members. Written notices stating the purpose of such meeting shall be sent to each member entitled to vote at such a meeting in the manner set forth in Article VIII of these By-Laws. The resolution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by the members present. Upon membership adoption of the resolution, the Corporation shall cease to conduct its affairs, except as may be necessary to notify creditors, collect assets, and apply and distribute them, pursuant to a resolution duly adopted, as provided by the Mississippi Code of 1972, as amended.
No plan of dissolution of assets may be adopted which allows such assets to be distributed in any manner or to any organization(s) other than in such a manner which disposes of all assets of the Corporation. Such assets may be distributed only to such organizations organized and operated exclusively for the purpose of artistic endeavors. Such group(s) shall at the time of dissolution qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
These By-Laws may be amended when necessary by two-thirds majority of the Board of Directors at a regular meeting or a special meeting of the Board of Directors called for that purpose, provided that the full text of any proposed amendment shall be made available to all Board members at least ten (10) days prior to such meeting. Proposed amendments to these By-Laws may be submitted by the Board of Directors or by at least twenty-five (25) members of the Corporation.
(These By-Laws approved at a meeting of the membership held at the Lyric Theater on January 18, 2010, and amended by the Board of Directors on February 20, 2012.)
|Tupelo Community Theatre, P. O. Box 1094, Tupelo, MS 38802, 662-844-1935, or e-mail us|