BY-LAWS
(AS AMENDED June 8, 2008)
THE VILLAGE PLAYERS
ARTICLE I
NAME OF THE ORGANIZATION AND
PRINCIPAL OFFICE
The name of this
organization is The Village Players, Inc., hereinafter referred to as the ‘Organization"
with its principal office at
ARTICLE II
OBJECTIVES
The purpose of The
Village Players is to provide live theatrical entertainment at reasonable
prices for the surrounding community and to encourage and develop participation
by amateurs in all phases of the theatrical arts.
ARTICLE III
MEMBERSHIP
A. Definition of
a Member of The Village Players
1.
Individual
a.
An individual member of The Village Players is one who has paid dues to The
Village Players within the current fiscal
year.
2. Family
a.
A family membership of The Village
Players includes a single household couple or a
parent(s) or guardians(s) and his/her/their
minor children who have paid dues to The
Village Players within the current fiscal
year.
B. Eligibility
The
Village Players is open to anyone interested in participating in or supporting amateur theater.
C. Dues
The amount of dues shall be
determined by the Board of Directors.
D. Fiscal Year
The fiscal year is defined as
January 1 through December 31.
E. Voting
Qualifications
The
individual must be a member who has paid his/her dues prior to April 1st
of the current fiscal year, and must be eighteen (18) years of age or older. An
individual member is entitled to one vote. A family membership is entitled to
one vote per adult with no more than two (2) votes per family. A member must be
present to vote.
ARTICLE IV
BOARD OF DIRECTORS AND
OFFICERS
A. Board of
Directors (The Board)
The
membership shall elect the Board Members at the annual meeting from the persons
recommended by the nominating committee and/or nominated from the floor of the
meeting. A member who has paid his/her dues prior to April 1st of
the current year and is eighteen (18) years of age or older may serve on the
Board of Directors. The Board of Directors shall consist of a President, Vice
President, Secretary, Treasurer plus a number of Directors to be determined by
the Board, but not less than three (3). The Board of Directors of the
Organization shall have at least 5 voting members who are not of the same
immediate family or related by blood or marriage. No employee of the Organization
shall hold the position of chairperson or presiding officer of the Board. The
office of President may only be held by a member who has previously served on
the Board for at least one year. Other
Officers (Vice-President, Secretary and Treasurer) must have been Members of
the Organization for at least one year to be eligible for election. The Board
of Directors shall have the exclusive authority to manage the activities,
property and affairs of the Organization and shall determine the manner in which
funds of the Organization, both principal and income, shall be applied within
the limitations of the Organization’s Articles of Agreement, these Bylaws, the
Internal Revenue Code 501(c)3 and Chapter 292 of the New Hampshire Revised
Statutes Annotated, except that the Board of Directors shall obtain the
approval of a simple majority of the membership before changing the name of the
Organization, or merging with or acquiring any other organization.
B. Officers
The
officers of this Organization shall be President, Vice President, Secretary and
Treasurer.
1. President
The President shall
serve as chairman of the Board of Directors and shall preside at all meetings of the
Organization and Board of Directors. The President may sign with the Treasurer any
legal contracts or other instruments which the Board of Directors has authorized. The President shall
appoint such committees as are needed in addition to those standing committees. The President shall perform such other duties as may
be prescribed by the Directors from time to time.
2. Vice President
In the event of the
absence of the President, the Vice President shall serve in his stead and perform such
other duties as may be prescribed by the Directors from time to time.
3. Secretary
The Secretary shall keep
minutes of all meetings of the Board of Directors and of the general membership. The Secretary shall be the
keeper of corporate records of the Organization and be responsible for correspondence and perform such other duties as may
be prescribed by the Directors from time to time.
4. Treasurer
The Treasurer shall keep
regular books of account, which shall be open to any member in good standing;
shall report at least annually to the members on the financial condition of the Organization and at such other times as directed by the
Directors. The Treasurer shall have custody of all documents of title and
valuable papers: shall file reports and returns required by law; and, subject
to the supervision and control of the Board of Directors, shall receive and
disburse all funds of the Organization pursuant to the objectives as stated in
ARTICLE II and to those other areas deemed reasonable and necessary by the
Board of Directors, and to perform such other duties as may prescribed by the
Directors from time to time. An audit by an independent accountant may be
carried out at any time at the discretion of the Board of Directors.
C. Terms and
Vacancies
The
President, Vice-President, Secretary, and Treasurer shall serve for one year and until
their successors are elected. The President shall serve for one additional year
as a Director. If for any reason the President cannot serve an additional year
as a Director, the membership shall elect a replacement at the annual meeting. Other
Directors shall serve for two years each with, whenever possible, two Directors
being elected each year.
If a vacancy should occur for any reason on
the Board of Directors, the Board shall, by majority vote, elect a replacement
who shall meet the requirements for election. Any Officer or Director so
elected shall hold office until the next annual meeting of the Organization.
D. Resignation
and Removal
Any
appointee, officer, elected director or agent of the Board of Directors may be
removed by a two-thirds (2/3) majority of
the Board without cause.
Resignation
of Board Members should be in writing to the Board of Directors.
ARTICLE V
MEETINGS
A. Annual
Meeting
The
annual meeting of the Organization shall be held at any time during the final
three (3) months of the fiscal year. Time and place shall be determined by the
President or a committee chosen to organize the annual meeting. Members shall
be notified in writing of the annual meeting no less than 25 days prior to the
meeting.
B. Board
Meetings
Board
meetings shall be held according to a schedule agreed upon by the Board of
Directors not to be less than quarterly. Other meetings of the Board may be
held at the call of the President or by petition of a minimum of one third of
the Board Members.
C. Special
Meeting of Membership
The
Organization shall hold a special meeting of the membership at the request of
its Board of Directors or at the request of 10 percent of its voting members
presented to the Secretary of the Organization. Members shall be notified in
writing of the special meeting at least 25 days prior to the day of the special
meeting.
D. Parliamentary
Procedure
All
meetings shall be conducted according to Roberts?Rules of Parliamentary
Procedure.
E. Informal
Action
Any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all
members of the Board of Directors or committees are contacted by means of
telephone or E-mail and give the opportunity to vote on said action. Said
action shall be reported at the next Board meeting and noted in the minutes of
the meeting.
ARTICLE VI
COMMITTEES
A. Committees
The
committees of the Organization shall consist of a Nominating Committee and such
other committees as may from time to time be voted by the Board of Directors.
Such committees, each of which shall consist of not less than two (2) members
selected from the Board or membership shall be appointed by the President, with
the approval of the Board of Directors. Members of such committees shall serve
until the election of a new Board of Directors or until the completion of their
assigned duties. By reason of emergency or otherwise, the Board of Directors
may temporarily assume the function of any committee except the Nominating
Committee. The Board of Directors has the authority to terminate any committee
without cause.
.
ARTICLE VII
QUORUM AND AMENDMENTS
A. Quorum
1.
Board Meetings
A
majority of Board Members shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors.
2. General Membership Meetings
A
quorum for an election of board members or a change in the Articles of
Agreement or By-laws or for a special meeting or any other business shall be a
minimum of 20 voting members or 20
percent of the members eligible to vote whichever is less.
B. Amendments of
By-laws or Articles of Agreement
These
By-laws may be amended or repealed by a two-thirds vote of the members present
at a quorum meeting of the general membership called for that purpose. At no
time shall any amendments be made that would affect the Organization’s
qualifications as a tax exempt organization pursuant to section 501 (c) 3 of
the federal tax code or corresponding section of any future federal tax code.
C. Notification
of Amendments
All
proposed amendments to the By-laws or Articles of Agreement shall be presented
to the membership in writing at least 30 days preceding the meeting at which
the proposed amendments will be voted upon.
ARTICLE VIII
POLICY AND PROCEDURE
A policy and
procedure manual shall be kept. A policy review committee shall be appointed by
the Board as needed. The manual may be amended by the Board without approval of
the general membership.
ARTICLE IX
REMUNERATION
The Directors and Officers
shall serve without compensation and shall be financially disinterested. No
employee of the Village Players shall serve as President of the Board of
Directors or hold a position as presiding officer.
ARTICLE X
LIMITATION OF LIABILITY
Unless otherwise
expressly authorized by the Board, the Directors and Officers shall serve
without compensation and, pursuant to Section 508:15 of NH RSA, shall not be
liable for bodily injury, personal injury and property damage if the claim for
such damages arises from an act committed in good faith and without willful or
wanton negligence in the course of an activity carried on to accomplish the
purposes of the Organization. The Directors and Officers of the Organization
shall not be liable to the organization for monetary damages for breach of
their fiduciary duties to the full extent permitted by NH RSA Chapter 292. (The
Organization may limit its Officers?and Directors?liability to the
Organization so long as those Officers and Directors do not breach their duty
of loyalty, act in bad faith, intentionally violate the law, or derive improper
personal benefits from the activities of the Organization.)
ARTICLE XI
INDEMNIFICATION
The Village Players
shall indemnify and hold its directors harmless from all suits, claims,
injuries or damages asserted against them as long as the Director or Officer to
be indemnified has not acted in bad faith or engaged in intentional misconduct
or knowing violation of the law, or derived improper personal benefit.
ARTICLE XII
NONDISCRIMINATION
The Organization
shall not discriminate against any person in any manner on the basis of sex,
sexual orientation, race, age, religion, disability, ethnic origin or on any
other basis prohibited by law.
ARTICLE XIII
GIFTS
The Board of
Directors may accept, on behalf of the Organization only, any contribution,
gift, or bequest for the general purpose
of the Organization; and any such contribution, gift, or bequest is subject to
the Board’s acceptance. No gifts of any type may be accepted initially for any
use other than that of the Organization.
ARTICLE XIV
LOANS
Notwithstanding any
other provision in these bylaws, no Officer or Agent of this Organization shall
have authority to borrow any funds on behalf of the Organization or to promise
any assets thereof for Organization purposes or otherwise, except as expressly
stated in a resolution approved by a majority of Directors, duly entered in the
minutes of the Board. No loans shall be made by the Organization to any
Director or Officer.
ARTICLE XV
DEPOSITORIES
All funds of the
Organization shall be deposited in the name of the Organization in such bank,
banks or other financial institutions as the Board may from time to time
designate, and shall be drawn on checks, drafts or other orders signed on
behalf of the Organization by the Treasurer and/or such other person or persons
as the Board may from time to time designate.
ARTICLE XVI
CONFLICTS OF INTEREST
Any possible
conflict of interest on the part of any member of the Board, Officer or
employee of the Organization, shall be disclosed in writing to the Board and
made a matter of record through an annual procedure and also when the interest
involves a specific issue before the Board. Where the transaction involving a
Board member, Trustee or Officer exceeds five hundred dollars ($500) but is
less than five thousand dollars ($5,000) in a fiscal year, a two/thirds (2/3)
vote of the disinterested Directors is required for approval. Where the
transaction involved exceeds five thousand dollars ($5,000) in a fiscal year,
then a two-thirds (2/3) vote of the disinterested Directors and publication in
the local newspaper is required. The minutes of the meeting shall reflect that
a disclosure was made, the abstention from voting, and the actual vote itself.
Every new member of the Board will be advised of this policy upon entering the
duties of his or her office, and shall sign a statement acknowledging
understanding of and agreement to this policy. The Board will comply with all
requirements of
ARTICLE XVII
ENFORCEABLITY
The failure of the
Organization, the Board of Directors or a member to enforce any right,
provision, by-law or condition which may be granted by these By-laws or any
rules or regulations of this Organization shall not constitute a waiver of the
right of the Organization , the Board of Directors or any member to enforce
such a right, provision, bylaw or condition in the future.
ARTICLE XVIII
DISSOLUTION OF THE
ORGANIZATION
The dissolution of
the Organization my be an effect of law, insolvency or determined by a
two-thirds (2/3) majority vote of the entire qualified voting membership ?and
approved by the Board of Directors. At
the point of dissolution of The Village Players organization, all remaining
liquid and non-liquid assets, capital equipment, real estate and any funds
remaining after all the Organization’s debts have been discharged shall be given
at the Board’s discretion to one or more non-profit 501 (c)3-designated
organizations related to theater and/or the arts..
.