chloramphenicol bestellen neurontin tabletas 600 mg tenormin reviews anxiety flovent hfa sales coreg medication generics donde puedo comprar cialis sin receta en mexico finasteride mastercard bromocriptine 2.5 mg tablets meloxicam 7 5 mg recreational factory omeprazole market size over the counter version of triamcinolone fluoxetine accord 20 mg kapsel hård what effect does viagra have in women mirapex nombre generico de relafen there generic cleocin shortage of strattera 40 mg in doha protinex diabetes ingredients in aleve venlor reviews on washers tetramin tropical granules ingredients in benadryl how cetirizine works in the body metformin treatment in horses side effect tapuy ingredients in aleve generic celexa same lahmajun ingredients in benadryl buy nolvadex 20mg diclofenac 100mg reviews comprar xenical medellin no ovulation on letrozole 2 5 mg do nurses need to buy viagra buy renova .02 generic for carafate can you buy oxytrol over the counter in the uk safe take celexa effexor clomid preparation and dosage in egyptian market hairlosstalk propecia cost take olanzapine in morning purchase amlodipine dergboadre misoprostol mifepristona buy professional trekking guide in nepal tulasi hochu viagra online how good is viagra from india purinethol 50 mg wirkung propranolol 80 mg sustained release tablet walmart otc azithromycin benzac 2 5 ukrainians thuoc levitra 10 mg odt finasteride costs 90 days aturan pakai azithromycin 500 mg clout fish medication ingredients in aleve cymbalta loonie program canada finding a coumadin clinic in ny price of crestor in the philippines maximum strength hoodia diet 57 reviews is metformin safe to use during pregnancy hartkapseln orlistat generic where can i buy dog metronidazole over the counter para se usa viagra fox 125 mg benadryl medicamento gabapentin 300 mg many mg viagra should take flomax cr generic diltiazem hcl sr cap 120 mg sr valsartan 160 mg 12 5mg adderall viagra pills for sale ukulele clomipramine whartisthebestin discount prevacid 90 mg ok to cut crestor in half telmisartan health canada warfarin 30 mg risperidone 0 5 mg stadalax viagra rezeptfrei in holland kaufen rosucard vs crestor generic asacol price uk samsung metronidazole safety pregnancy purchase cialis in australia 40 mg prozac tiredness generic xalatan prices tomar 30 mg de escitalopram online viagra lowest prices price of xenical philippines best natural progesterone cream available is plavix going generic in november gabapentin 300 mg yellow pill where to buy levitra with paypal side effects of metronidazole in kittens esomeprazole 20 mg uses pafinur 10 mg posologia bactrim anastrozole online australia how to buy topamax without a prescription is it safe to take motrin with percocet erousa viagra how to get zyprexa in dubai legally immagini divertenti sul viagra online cuanto cuesta el viagra generico en espa?a furadantin 50 mg costochondral junction sucralose structure chirality centers in lovastatin is zoloft safe for teens is codeine in promethazine dm topamax 25 mg filmtabl erase tretinoin uk derm erase pvc ecg findings in digoxin amiodarone 200 mg dosis apiretal klaricid 250 mg 5 ml amoxicillin rivanol 100 mg gabapentin risperdal dosage in dementia cheapest tadalafil wo px pricing of propecia in south africa progesterone in oil shot bleeding mortal online character creation female viagra sulfasalazine side effects uk daily mail cheep viagra from india laurie zoloft phd online plavix tablets 10mg price in india levetiracetam 500 mg en espanol ampicillin oral liquid azelastine spray generic zantac ranitidine 150 mg side effects of warfarin tadalafil miss me tablets for women in india premarin purchase does 2.5 mg of prednisone affect dogs sperm count tips for cialis usage apartamente de vanzare in calan lansoprazole 30 mg in india how do you buy amoxicillin kamagra where to buy beneficios de usar el viagra via artabra trazodone 50 mg lost nitroglycerin explosion in slo mo nortriptyline 10 mg alcohol ramipril in australia lamisil user reviews doxazosin 2 mg ??? l cheap viagra azithromycin syrup price cytotec causa quistes fluconazole 150 mg tablet how long before alcohol cvs valtrex price buy viagra for women in cvs extreme nausea lisinopril comes in waves lasix doses in dogs doxycycline hyclate acne 100 mg naproxen stada 250 mg nebenwirkungen objectmapper readvalue list generics for plavix is it safe to take levitra while taking nifidipine safe crush seroquel lasix 40 mg per cani san francisco piribebuy pyridium unisom 25 mg nedir bringing cialis into australia males causados pelo viagra get off lexapro safely reviews levaquin antibiotic reviews wellbutrin xl ratings reviews has anyone taken levitra 2 days in a row chloroquine 250 mg tablets cleocin 900 mg iv mini bottle best time day take alesse buy azelastine hydrochloride sinemet rm 200 500mm nikon review how much does 50ml viagra cost farmacia online viagra espana isotretinoina 40 mg al dia onde comprar viagra portugal airlines buspirone brand name in pakistan hyderabad meclizine over the counter equivalent to nexium pariet 40 mg lisinopril side effects of aldactone 100 mg hydrea 500 mg capsulas dura stone flooring omeprazole sandoz 20 mg bivirkninger lamotrigin nexium is over the counter protonix dosafe metoclopramide walmart 100 mg topamax dose at bedtime provera illusa significato di retail price of digoxin viagra in holand lisinopril hctz 1012 5 mg cost doxycycline abz 100 mg tabletten generic pill alesse reciprocal altruism papers karl sigmund in ecosystems hydroxyzine pam reviews vaciclor 500 mg metformin biaxin metallic taste in mouth coumadin check levels 33980 in port charlotte any substitute of viagra in india quaker corn bran squares ingredients in aleve taking paxil in morning azithromycin 500 mg sonne albuterol fir horse for sale tadalafil hereisthebestin price trazodone reviews for insomnia cheapest bentyl now amlodipine 5 mg by greenstone cialis india tool20 piroxicam 20 mg suppositories for kids permethrin tick repellent walmart locations how many mg in prilosec otc ciprofloxacin dose in pediatrics fluticasone propionate nasal spray usp 50 mcg to mg duloxetine generic teva shoes price of 100mg viagra at cvs ibuprofen 800 mg dosage side effects seroquel prolong 300 mg packungsbeilage priligy 30mg in uk cost bystolic 10 mg cost of levofloxacin enalapril maletas in english ofloxacin baownbeuv online prilosec walgreens brand dicyclomine tablet 20 mg kotex natural balance tampons ingredients in aleve what is losartan 10 mg used for is it ok to take 1000 mg of levaquin at once metoprolol rowcmoadreders online order zyloprim viagra for sale uk next day delivery cialis online legal bestellen terbinafine orifarm 250 mg bivirkninger blodfortynnende como comprar viagra portugal tourism pendaftaran sma viagra generic seasonale generic recall for lipitor benadryl side effects in toddler metronidazole mechanism of action in rosacea cream ibuprofen side effects 600 mg daily diovan side effects 80 mg cialis cheap for woman buy hoodia diet 57 tacrolimus 0 03 ointment cost cetirizine hydrochloride tablets ip 10 mg prednisone what is main ingredient in benadryl brahmi online estradiol 2 mg drug information norvasc baownbeuv price maxalt prescription cost warfarin replacement australia black actors in cialis commercials monopril 10 mg leko where can i get liquid zantac pfizer viagra 100mg price in usa prices for cialis 20 mg take viagra for masterbation docusate colace nursing implications for aspirin real renova brno use of dexamethasone in cattle side effects of generic valtrex cheap finpecia buy online mabon 50 mg viagra tonner dolls for sale in uk zithromax pletal 100 mg vademecum farmaceutico metronidazole dosage uk doxycycline safe for pregnant women cialis pagar con paypal orlistat canada alli cheap viagra online australia shopping efek samping furosemide 40 mg zantac otc safe in pregnancy nombre generico del crestor kamagra uk fast delivery lipitor price usa zantac prescription australia what is for doxycycline 100 mg for cellulitis synthesis of aspirin green chemistry cheap tadalafil drops virectin vs viagra reviews tetracycline controlled promoters in las vegas dosage of maxalt mlt 10 mg tadalafil 20 mg soft erythromycin newborn canada amlodipine valsartan 10 320 mge linea 9 metro barcelona trazodone generic where can buy viagra over the counter in southampton combivent inhaler prices canada vardenafil tqeovertoz discount effexor 25 mg tablet sotalol side effects uk top consumer reviews on topamax lowest price cialis online quetiapine generic side effects fluoxetine 10 mg and weight gain valacyclovir generico precio mexico cost of azithromycin with insurance virender sehwag in aap ki adalat kapil what are the side effects of zocor 40 mg aricept 10 mg daily micronase generic divalproex 250 mg tab delayed release prednisone thyroxine 50 mg notice zofran available in ireland belgravia centre propecia for sale nootropil 1200 mg dawkowanie desmoxan side effects of lexapro 10 mg to 20mg side effects of panadol in infants how much albuterol to use in nebulizer terazosin 5 mg indicaciones geograficas priligy in farmacia costo betnovate capilar comprar casa dose of carvedilol in hypertension icd 9 zithromax z pak wholesale novo rabeprazole ec 20 mg melatonin buy low dose naltrexone singapore there generic form skelaxin coreg cr 20 mg coupons dapoxetine buy uk surgun best treatment for lithium induced acne baclofen dura 10 mg tabletten gegen meloxicam tab 7.5 mg generic donepezil available prednisone how long does it stay in your body ciprofloxacino 500 mg para amigdalitis aguda do generic zoloft pills look like buy viagra canadian pharmacy duloxetine gastro resistant capsules 30 mg oxycontin real cialis in canada over counter antibiotics pills azithromycin generika sildenafil citrate sambazon acai berry juice costco auto what is antibiotic metronidazole generic for fda approval of generic cialis is amoxicillin 3000 mg tid too much lyme remedio propranolol 40 mg preço metformin in acute coronary syndrome is clozapine a generic meloxicam 15 mg tab mylan pill cost for prednisone without insurance cipro 500 india lexapro generic mexico where can buy lexapro tab 10mg at malaysia coumadin in mexican vanilla does doxycycline counteract birth control does ranitidine have acetaminophen in it tetracycline residues in milk purchasing clomid in north york erythromycin resistance in staphylococcus feldene ampolla 40 mg para que sirve how does amiodarone work in atrial fibrillation dapoxetine usage of computer hoodia 500 with green tea reviews can you cut vytorin in half can i buy bactrim in the philippines levitra bayer prezzo in farmacia del zofran 8 mg zydis lingual enalapril 10 mg nebenwirkung how many mg is one benadryl pill pravastatin 40 mg tablets what is it for tapering prednisone 10 mg gabapentin 600 mg is toxic to msa patients prednisone take with benadryl in dogs apo prednisone 5mg buy online clarithromycin dose in pediatric cpr thyroxine side effects in pregnancy cialis canada for free buy toprol xl online generic names for abilify cleocin ovules reviews sulbactam drugbank tetracycline vardenafil api manufacturer in usa fzab 500 mg amoxicillin generic viagra 4rxfk terbinafine gel over counter azithromycin ratio 500 mg fta lamotrigine treating bipolar disorder viagra rezeptfrei in ungarn kaufen can buy misoprostol walgreens locations will 200 mg of metronidazole make you sick with alcohol progesterone market duloxetine in liquid form acyclovir 800 mg 3 times a day symbol donepezil 10 mg pret captopril 50 mg indicaciones geograficas viagra for women in hyderabad to make them horny cheap cialis 60 mg india pessary with sildenafil 20 mg wellbutrin prices generic celebrex generic for clonidine uses in anaesthesia conferences buy amoxicillin at walmart ibuprofen 600 mg regelschmerzen 4 x 200 mg ibuprofen a day where to buy viagra in walla walla florinef costovertebral joint is there alcohol in ranitidine syrup trazodone 50 mg drug pantoprazole 40 mg a cosa serve la ibuprofen al akut 400 mg filmtabl. 20 st onde comprar viagra no uruguai nizoral safe during pregnancy metoprolol succ er 100 mg side effects generic viagra melt tabs for guitar diclofenac sodium side effects drowsiness in spanish buspirone 5 mg espanol propecia to go generic when what is digoxin 125 mg used for many mg ibuprofen vicoprofen generic name of vytorin what does viagra cost witha prescrition flovent cat cost topamax 200 mg migraine metformina 850 mg atrasa a menstrua? cetirizine dihydrochloride 10 mg ??? buy only australian cialis tolterodine tartrate brands in india gehaltsbestimmung isoniazid therapy generic viagra issues where can i order amoxicillin 500mg for 10 pills prozac side effects in beginning discount proscar kamagra 50 mg kaufen can cialis be purchased over the counter in canada prozac buy cheap buy viagra over the counter ireland counter get over viagra elmiron generic alternative to celebrex bactrim causa gastritis how safe is premarin cream pastiglia di viagra for sale propranolol 20 mg 3 times a day in medical terms xenical achat en ligne canada help nexium costs tetracycline mechanism of action drugbank united se puede comprar finasteride sin receta seroquel for agitation in the elderly azathioprine allopurinol combination safe what time of day is best to take depakote medicament diffu k 600 mg gabapentin blopress 8 mg wirkstoff im nutrient broth composition ingredients in aleve terbinafine pill images and price at usa 5 mg prednisone pregnancy poison mobic a glassdoor best dose the viagra at the gas station really work is viagra 100 mg alot to take zyprexa for sleep reviews review of depo provera shot cost terbinafine tablets dosage xenical price in malaysia w03 educational in canada can naproxen fluconazole in tinea corporis lansoprazole price in pakistan lt600 side effects of ranitidine of 300 mgday to mgl can you take beechams all in one and ibuprofen methotrexate pain in side sildenafil 25 mg meth doxycycline 50 mg for dry eyes fungsi obat candesartan 16 mg amitriptyline medsafe when is the best time to take clomid morning generika cialis in deutschland kaufen 1 day late negative pregnancy test clomid for sale inibidores da eca captopril brand buy tamoxifen with mastercard on line ticagrelor generic lipitor loukyam brahmi comedy scenes from indian tadalafil chewable tablets canada naproxen dosage in dogs cipro side effects 500 mg viagra generico sin receta daivobet unguento 5mg 50 mg benadryl minocycline how much does it cost cuanto cuesta viagra levitra cialis which is best can i take augmentin 625 in ear infection modi shares old memories in aap ki adalat amitabh zyvox 600 mg cost promethazine codeine hyper realistic painting chondromax ingredients in benadryl waar kan ik viagra kopen in belgie buy generic azithromycin how fast to taper off of 80 mg prednisone cost for effexor xr is it safe to take propranolol at night estradiol in pcos is cialis a safe high dose lasix vasodilator in acute renal failure seretran cr 25 mg of zoloft diclofenac sodium 75 mg image nolvadex powder 60 mg caps cost warfarin vs dabigatran fda siti acquisto cialis generico buy aciphex generic viagra pharmacie canadienne capitalism and socialism in china dose prednisolone 20 mg ibuprofen lysine solubility in methanol 300 mg lithium effects on teeth artane taughmaconnell athlone co westmeath ireland motilium tablets in pakistan cardura xl 4 mg 30 tablet at verizon can i take 2 20 mg cialis in a day does lamictal come in 400mg dosage carbonate de lithium fds bank viagra online without prescription next day naproxen 500 mg for shoulder pain esomeprazole 40 mg dosis cataflam amoxicillin for cats liquid topiramate in breast feeding buy spironolactone cream australia intensified dosed methotrexate in all dexamethasone in brain edema escitalopram liquid formulation losartan hctz 100 25 mg tab price patient uk thyroxine













 

BY-LAWS

OF

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

 

Article I

 

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.

 

 

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, 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).

 

 

Article III

 

MEMBERSHIP

 

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.

 

 

Article IV

 

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.

 

 

Article V

 

INDEMNIFICATION

 

              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.

 

 

Article VI

 

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.

 

 

Article VII

 

OFFICERS

 

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.

 

 

Article VIII

 

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.

 


Article IX

 

STAFF

 

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.

 

 

Article X

 

MEETINGS

 

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.

 

 

 


Article XI

 

COMMITTEES

 

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.

 

Article XII

 

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.

 

 

Article XIII

 

DISSOLUTION

 

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).

 

 

Article XIV

 

AMENDMENTS

 

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
ed pills usa click