Amended December 2003
METHACTON COMMUNITY THEATER
BYLAWS
Article I Name 2
Article II Mission and Objective
2
Article III Board of Directors 2
Article IV Officers 3
Article V Nominations and Elections
3
Article VI Meetings of the Board of Directors
4
Article VII Committees 5
Article VIII Standing Committees
5
Article IX Theater Productions and Expenses
6
Article X Membership
7
Article XI Membership Meetings
8
Article XII Revocation of Membership
9
Article XIII Operating Procedures
9
Article XIV Dues 9
Article XV General Provisions
9
Article XVI Indemnification
10
Article XVII Non-Discrimination
10
Article XVIII Parliamentary Authority
10
Article XIX Organization Dissolution
10
Article XX Amendments
10
METHACTON COMMUNITY THEATER
Bylaws
Article I
Name
The name of this organization shall be the “Methacton
Community Theater," (also known as “MCT”) incorporated in the Commonwealth
of Pennsylvania as a nonprofit organization.
Article II
Mission
and Objective
Section 1. The primary objective of this
organization shall be exclusively to provide recreational and educational
activity for its members in the form of dramatics and related arts, and any
related activities not inconsistent with these Bylaws, state nonprofit law, or
section 501(c)(3) IRS Code.
Section 2. To the extent practicable, MCT may
provide financial support to charitable, service, educational, and other
institutions as selected by the Board of Directors and approved by a majority
vote of the members during regularly scheduled or special meetings for purposes
under section 501(C)(3) of the Internal Revenue Code.
Section 3. No part of the net earnings of MCT
shall inure to the benefit of, or be distributed to its members, trustees,
officers, or other private person, except that MCT shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in the
object clause hereof. No substantial
part of the activities of the organization shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and MCT shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public
office. Notwithstanding any other
provision of this document, MCT shall not carry on any other activities not
permitted to be carried on (a) by an organization exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an
organization, 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
Ill
Board of
Directors
Section 1.The Board of Directors shall have full power to
conduct, manage, and direct the business affairs of MCT and all the powers of
MCT are hereby granted to and vested in the Board of Directors
Section 2. The management of MCT shall be vested in a nine
(9) member Board of Directors composed of natural persons of full age (full age
defined as age 18) elected from the general membership. Directors will serve a two-year term and may
be re-elected without limitation. Four
(4) directors are to be elected in one year with five (5) directors elected in
the alternating years.
Section 3. Elections shall be held at the November general
membership meeting for a term commencing after the conclusion of the December
Board of Directors meeting. The term
shall commence with the reorganization meeting held after the conclusion of the
December Board of Director’s meeting, but before the January General Membership
meeting.
Section 4. Any vacancy occurring in the Board of Directors,
to be filled for any reason, shall be filled by the election by a majority of
the remaining Board of Directors at a meeting to be called by the President or
the Vice-President of this corporation within ninety (90) days of said
vacancy. The new director to fill the
vacancy shall serve for the unexpired term of the predecessor in office.
Article IV
Officers
Section 1. The Board of Directors shall elect by majority
vote a President, Vice-President (who shall be members of the Board of
Directors) and a Secretary, and Treasurer at their first meeting of each
year. Officers shall serve a one-year
term. Newly elected Board members shall
attend the December Board meeting to ensure continuity.
Section 2. The President of the Board shall preside at all
meetings of MCT and the Board of Directors.
Section 3. The Vice-President shall perform all the duties
of the President in his/her absence, and shall be a member of the Play Reading
committee.
Section 4. The Secretary shall be responsible for
maintaining and protecting all non-financial corporate records and keep a
record of all membership and Board of Directors meetings, and shall be
responsible for all organizational correspondence.
Section 5. The Treasurer shall take charge of all funds of
MCT, and deposit the same in one or
more financial institutions in the name of MCT. The Treasurer (A) shall pay all bills for
services and supplies that have been approved by the Board of Directors; (B)
shall keep an account of all income and expenses; (C) shall submit monthly
statements at the regular (board and general membership) meetings; and (D)
shall submit a comprehensive annual report by March 1; such report shall be
examined and certified by an auditing committee appointed by the Board of
Directors.
Article V
Nominations
and Elections
Section 1. Nominations of Board members shall be coordinated
by a Nominating Committee, which is selected by the Board of Directors. The slate shall be named at the October
general membership meeting at which time additional nominations for Board
Members may be made from the floor.
Section 2. Following the nominations as described in Article
V, Section 1, elections by secret ballot will be held at the November General Membership
meeting.
Section 3. Only those candidates nominated by the nominating
committee or nominated from the floor during the October meeting are eligible
to receive votes. Nominees must be
voting members for at least three (3) months at the time they become a
candidate.
Section 4. Only voting members who are in attendance at the
November meeting are eligible to vote.
Section 5. Such a meeting shall require ten (10) voting
members present to constitute a quorum.
Section 6. In the event there is not a quorum at the
November meeting, the election shall be held at the next called General
Membership meeting.
Section 7. The President of the Board of Directors prior to
the election shall appoint three (3) vote counters.
Section 8. Candidates for the Board of Directors who receive
a plurality of votes shall be considered winners. In the event of ties, immediate run-off voting will be held.
Article Vl
Meetings
of the Board of Directors
Section 1. The Board of Directors shall hold no less than
ten (10) monthly meetings each calendar year.
Notice of the time and place of each meeting shall be given to the
Directors in person, in writing or by telephone not less than ten (10) days
before the date of each meeting
Section 2. Special meetings of the Board of Directors shall
be held whenever called by the President or by two (2) or more of the
directors. Notice of each such meeting
shall be given to each director by telephone, in-person or in writing at least
twenty-four hours before the time at which the meeting is to be held. Every such notice shall state the time and
place of the meeting, but need not state the purpose.
Section 3. Any action which otherwise may be taken at a
meeting of the Board of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken is signed by two-thirds of the
board members entitled to vote on such action and such action is presented at
the next regularly scheduled Board of Directors meeting. Such writing may be prepared and signed at
the time of this next regularly scheduled meeting.
Section 4. No action shall be taken by the Board of
Directors at any meeting at which there is not a quorum present. A majority of the Board of Directors shall
constitute a quorum.
Section 5. Any officer or director of the Corporation may be
removed, either for or without cause, by a vote of seven (7) or more of the
Board of Directors whenever in the judgment of the board the best interests of
the Corporation will be served thereby.
Section 6. Each director will fully disclose any potential
financial or other conflict of interest and remove oneself from any proceedings
dealing with an issue that may constitute a conflict of interest.
Section 7. Non-board
members may request to participate in Board of Director meetings without vote
at the invitation of the Board.
Non-board members may attend and observe Board of Director
meetings. The Board of Directors
reserves the right to go into Executive session.
Article
Vll
Committees
Section 1. The Board of Directors may establish or eliminate
such temporary committees as it deems necessary for the proper functioning of
the Corporation.
Section 2. The Board of Directors shall appoint and remove
committee chairpersons.
Section 3. The Board
of Directors shall determine the number of people to serve on any given
committee.
Article
Vlll
Standing
Committees
Section 1. The
following shall be the standing committees: Property/Equipment, Wardrobe,
Publicity, Editorial, Membership, Auditing, Nominating, Scholarship/Grants,
House, Box, Theatre Artist Selection Committee (TASC), Technology and Play
Reading.
Section 2. Property/Equipment: The Property/Equipment
committee shall be responsible for the storage of all equipment/property and
the maintenance of a perpetual inventory thereof.
Section 3. Wardrobe: The wardrobe committee shall be
responsible for the storage of all costumes and makeup and the maintenance of a
perpetual inventory thereof.
Section 4. Publicity: The publicity committee shall be responsible
for all publicity and promotion concerning Corporation activities.
Section 5. Editorial: The editorial committee shall be
responsible for the publication and distribution of a monthly newsletter.
Section 6. Membership: The membership committee shall be
responsible for the solicitation of new members, maintaining a current
membership list, the collection of dues, and the issuance of a membership card
upon payment of said dues as applicable.
The collection of said dues will be submitted to the treasurer. Duties of the membership committee include verifying member voting eligibility based on input from event coordinators and
providing address labels for the MCT Newsletter.
Section 7. Auditing: The auditing committee shall review and
certify the annual report of the treasurer for accuracy.
Section 8. Nominating: The nominating committee shall be
responsible for the selection of nominations for board members.
Section 9. Scholarship/Grants: The scholarship/grants
committee shall be responsible for reviewing all applications submitted and the
selection of the recipients of the scholarships/grants.
Section 10. House: The house committee shall be responsible
for refreshments, parking, and ushers for each production.
Section 11. Box: The box shall be responsible for the
acquisition of tickets, pre-sale and ticket sales, the cash advance and
staffing of the box office for each production.
Section 12. Theatre Artists Selection Committee (TASC). The
TASC shall be responsible for the advertising, solicitation, reviewing and
choosing of Stage Directors. Committee representatives shall present stage
directors for each show to the Board of Directors for their approval.
Section 13. Technology Committee. The Technology committee
shall be responsible for the proper operation and maintenance of all hardware,
technical infrastructure and software used in MCT’s productions.
Section 14. Play Reading: The Play Reading committee shall
be responsible for recommending shows for the upcoming seasons. Potential Directors and the Membership at
large are invited to suggest to the committee shows to be considered. The Play Reading committee will read the
members suggestion of plays and make a recommendation for a slate of shows to
the Board of Directors at their April meeting each year. The Board of Directors will review and
approve the slate of shows recommended by the committee for presentation to the
general membership at the May general membership meeting.
Article IX
Theater
Productions and Expenses
Section 1. Directors and Producers shall be appointed by the
Board of Directors for each selected production. The Producer(s) will submit a production budget for approval by
the Board prior to the incurring of any expenses other than royalties and
scripts or music rentals/purchases.
Section 2. The Producer(s) is required to submit to the
Executive Board and general membership a final reconciliation of production
expenses and receipts within three (3) months of the closing show of that
production. Any expenditure in excess
of ten percent (10%) of the total budget must have prior approval of the Board
of Directors. Payment of all bills for
production expenses must be approved by the producer(s). Expenses for tokens of appreciation for the
production staff shall not be taken from the treasury.
Section 3. The Board must authorize any show expenditure
incurred prior to the approval of that show’s budget.
Article X
Membership
Section 1. Membership is open to anyone as provided by these
By-Laws.
Section 2.
Membership Classification. In order to
encourage greater participation of the general membership of MCT, membership is
divided into three classifications:
·
Limited
Membership
·
Associate
Membership
·
Voting
Membership
Section 3.
Membership Period. Membership period is
one year. Membership shall start on the
first of the quarter in which the initial application and membership dues are
paid or on the first of the quarter renewal date for continuing members. Memberships which lapse for one-quarter must
re-establish eligibility, if any, and will have a new membership start date as
specified above.
Section 4.
Limited Membership. Limited membership
is open to any individual. No
eligibility conditions apply. Limited
membership benefits include the right to appear in a Theater performance, MCT’s
newsletter and access to the members’ only section of MCT’s web site. Limited members may renew their membership
by filling out an application.
Section
5. Associate Membership. Associate membership is only open to persons
under the age of sixteen (16), who have worked two MCT events (not including
Acting.) For new applicants, the two
events may be accumulated during the one-quarter eligibility period before
becoming a member. Eligibility for
associate membership must be documented on the application form. Associate members are entitled to all of the
benefits of limited membership plus a membership card that will allow entrance
to one performance of each show in the MCT season. Associate members may renew their membership by filling out an
application including the documentation of the required two MCT events
performed during the expiring membership year.
Section
6. Voting Membership. Voting membership is only open to persons
sixteen (16) years old or older, who have worked two MCT events (not including
Acting). For new applicants, the two
events may be accumulated during the one-quarter eligibility period before
becoming a member. Eligibility for
voting membership must be documented on the application form. Voting members are entitled to all of the
benefits of associate membership plus the right to vote at all general
membership meetings and elections.
Voting members may renew their membership by filling out an application
including the documentation of the required two MCT events performed during the
expiring membership year.
Section 7.
Definition of Event. An event is
described as any non-acting Theater related activity(ies) on a particular
day. Activities qualifying for a
non-acting event are suggested as, but not limited to, the following:
|
Producer
(or assist) |
Work days |
Pit
Musician |
|
Director
(or assist) |
Advertising |
Accompanists |
|
Choreographer
(or assist) |
Parking |
Copy
Writing |
|
Stage
Manager |
Publicity |
Program |
|
Set
Design |
Photography |
Costumes |
|
Set Construction |
Props |
Make-up |
|
Set
Strike |
Art Work |
Fundraising |
|
Stage
Crew |
Posters |
House |
|
Production
Committee |
Committee
Work |
Box |
Plus other
activities determined by the membership committee and approved by the board.
Section 8.
Upgrade of Membership. All members may
upgrade as associate or voting members if they satisfy the eligibility
requirements for that type of membership as described above during the past
membership year. To upgrade, the member
must 1) submit an application form documenting the eligibility requirements and
2) submit the difference in membership dues (if any).
Section 9.
Lapse of Membership. Voting rights of voting members are suspended on
expiration of membership until renewed.
Memberships which lapse for one-quarter must re-establish eligibility
and will have a new membership start date as specified above.
Section 10.
Membership Requirement for Actors. All
actors appearing in a MCT production must join as a member of MCT. Actor membership may be limited, associate
or voting. Associate or voting
membership is subject to the requirements for associate or voting membership
stated above. Actors may apply to the
Board for a financial hardship exemption of the requirement to be a member, if
financial hardship exists. Actors who
are invited to fill in roles not cast by audition or vacated by a drop out may
be excused from joining MCT at the discretion of the Producer(s).
Section 11.
If an associate or voting member’s show entrance privilege is valid for a
performance in the run of a show, then it will be valid for any performance of
that run.
Section 12. Honorary members shall be elected by the Board
of Directors for a one-year membership.
All honorary members shall have the same privileges as voting members,
except they shall be exempt from all dues.
The General Membership may recommend to the Board of Directors
candidates to be honorary members. The
Board of Directors, at its discretion, shall have the option of granting
Lifetime Honorary Membership upon a unanimous vote of the Board of Directors.
Article Xl
Membership
Meetings
Section 1. General membership meetings will be held the
first Tuesday of each month unless otherwise changed by order of the President
with one (1) month notification to total membership, and will be chaired by the
President, Vice President, Secretary, or Treasurer in that order.
Section 2. Special membership meetings can be requested by
any member, but must be approved and called by the Board of Directors. Notice is to be given in writing, including
but not limited to, via the Newsletter.
Section 3. The members present at any general membership
meeting constitute a quorum provided there is a minimum of five (5) voting
members present at the meeting.
Section 4. Formal rules of order as prescribed in the Bylaws
will be followed, including the reading of the minutes from the preceding
meeting, the treasurer's report, committee reports, discussion and action on
old and new business.
Article
XII
Revocation
of Membership
When, in the opinion of the majority of the Board of
Directors, a member acts contrary to the best interest of MCT, the Board shall:
1.
Discuss the incident with the member.
2.
Ask the member for the member’s resignation if, after the
discussion, the member continues with actions that are contrary to the best
interests of MCT.
3.
Revoke membership by a two-third vote of the entire Board of
Directors.
Article
XIII
Operating
Procedures
The By-Laws may be supplemented from time to time by formal
operating procedures adopted and/or revoked by a majority of the Board of
Directors as long as those operating procedures are not in conflict with these
Bylaws.
Article
XIV
Dues
Annual dues shall be set by a majority vote of the Board of
Directors.
Article XV
General
Provisions
Section 1. Individual members will be held responsible for
all properties owned, rented, or leased by MCT while that property is in their
care, custody and control.
Section 2. MCT will not serve alcoholic beverages at any
function held on property owned or leased by MCT. MCT will follow any provisions in a lease or agreement that MCT
is a party to concerning the use of alcoholic beverages at sites not owned or
leased by MCT.
Section 3. Any
action not able to be taken at any board or membership meeting because of a
lack of quorum may be taken at the next scheduled meeting. This includes actions specifically set by
these Bylaws to occur at a particular time (such as Board nominations in
October) even if that may require the changing of related action dates (such as
the vote to elect officers in November).
Article
XVI
Indemnification
Section 1. Directors of MCT shall not be personally liable
for monetary damages such as for any action taken or failure to take action
other than as expressly provided in 15 Pa.C.S.A., Sub Chapter 57B. It is the
intention of this section to limit the liability of the directors of this
corporation to the fullest extent permitted by the Pa.C.S.A., Sub Chapter 57B
and any amendment or successor thereto and any other present or future
provision of Pennsylvania law.
Section 2. MCT shall indemnify every Director and Officer
and may indemnify any employee or agent to the fullest extent permitted by the
Pennsylvania Nonprofit Corporation Law of 1988, and all amendments and
successor provisions thereto and any other present or future provisions of
Pennsylvania law. This section shall
not exclude any other indemnification or other rights to which any party may be
entitled in any manner.
Article
XVII
Non-Discrimination
MCT will not discriminate against any person based on race,
religion, creed, age, sex or national origin.
Article
XVIII
Parliamentary
Authority
MCT shall be governed by Roberts' Rules of Order, Revised,
on all cases where they are not inconsistent with the By-Laws of MCT.
Article
XIX
Organization
Dissolution
Upon the dissolution of the organization, the
Board shall, after payment of all liabilities, distribute all assets of the
organization conclusively for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or any future federal tax code,
or shall distribute to the federal government, or to a state or local
government, for a public purpose.
Article XX
Amendments
The By-Laws may be amended by a two-thirds majority vote of
the voting membership present at a general membership meeting providing that
the proposed amendments shall have been given to the membership at least one
(1) month, but not more than three (3) months, prior to the date of the
vote. The meeting at which the
amendment is to be voted upon shall require ten (10) voting members present to
constitute a Quorum.