CONSTITUTION AND BY-LAWS
(As amended November 29, 2016)
Section 1 - - Place of Meeting
Any and all meetings of the members and Board of Directors of this corporation shall be held within the State of Indiana, at such a place designated by the Board of Directors.
Section 2 - Annual Meeting of Members
An annual meeting of the members shall be held each year following the final production of the season and before November 30 at 3 o'clock. One of the purposes of which shall be the election of the Board of Directors. Members shall be defined in accordance with Article VII, Section 1.
Section 3 -- Notice of Annual Meeting of Members
At least ten days prior to the date fixed by Section 2 of this Article for the holding of the annual meeting of members, notice of the time and place of such meeting shall be given to each member entitled to vote at such meeting. Notification of the Annual Meeting shall be in accordance with Article I, Section 10 of this document.
Section 4 -- Delayed Annual Meeting
If for any reason, the annual meeting of the members cannot be held on the day herein designated, such a “delayed annual meeting” may be called as an “annual meeting”, provided however, that the notice of such meeting is in accordance with Article I, Section 10 of this document.
Section 5 -- Order of Business at Annual Meeting
The order of business at the annual meeting of the members shall be the following:
a) Establishing membership for the coming year. (Which shall include collecting of dues.) Season ticket holders from the season
previous to the annual meeting will have current membership
b) Reading Notice given for meeting
c) Reading of minutes of preceding annual meeting
d) Report of president
e) Report of secretary
f) Report of treasurer
g) Reports by Committee Chairpersons
h) Election of directors
i) Transaction of other business mentioned in the notice
The presiding officer may vary the order of business, provided that there is no objection from the membership.
Section 6 -- Special Meeting of Members
A special meeting of the members may be called at anytime by the president, or by a majority of the board directors. The method by which such a meeting may be called is as follows: A request for a special meeting must be received by the board three weeks prior to the date designated in the request. Upon receipt of the request in writing for a special meeting of the membership which is signed by the board president or a majority of the board members, a meeting shall be set. The request shall include the date of the requested meeting, objections of such proposed special meeting and the name(s) of those requesting said meeting. Notification of special meetings will be in accordance and as provided by Article I, Section 10 of this document. The Board secretary shall prepare and mail the notice requisite to such meeting and affix endorsement by stamp, written signature or typewritten signature.
Section 7 -- Organizational Meeting of Board
At the place of holding the annual meeting of members and immediately following the same, the board of directors as constituted upon final adjournment of such annual meeting shall convene for the purpose of electing officers and transacting any other business properly brought before it. The organization meeting in any year may be held at a different time and place than provided, by consent of a majority of the directors of such new board.
Section 8 -- Regular Meetings of the Board
Regular meetings of the board of directors shall be held not less frequently than once each month (with the exclusion of December), at such time and place as the regular meetings of the board shall be required. The membership may be entitled to attend such regular meetings at the discretion of the Board of Directors.
Section 9 -- Special Meetings of the Board
Special meetings of the board of directors may be called by the president at anytime. Notice of such meetings shall be provided to all board members in a timely manner and will include the date, time, and purpose of said meeting.
Section 10- Notices and Mailing
All notices required to be given by a provision of these by-laws shall state the authority pursuant to which they are issued (As by order of the president,” or “by order of the board of directors”, as the case may be) and contain the date and time of said meeting. Notices shall bear the stamped, typewritten, or hand written signature of the secretary. Every notice shall be deemed duly served when the same has been either deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his/her last address appearing upon the membership record of this corporation or delivered by electronic mail or social media to the address last appearing upon the membership record of this corporation.
Section 1 -- Quorum of Membership
Presence in person of ten members, which must include a quorum of the Board of Directors, shall constitute a quorum at any meeting of the members.
Section 2 -- Quorum of Directors
To conduct the business of the Board of directors, 2/3 majority of Board members must be present.
VOTING, ELECTIONS AND PROXIES
Section 1 -- Eligibility to Vote
Each member present at any meeting of the members is entitled to one vote upon such subject properly submitted to a vote, provided said member is in good standing.
BOARD OF DIRECTORS
Section 1 -- Number and Term of Directors
The business, property and affairs of this corporation shall be managed by a board of directors composed of 11 persons, who shall be members in good standing of this corporation. Each director shall hold office for the term of three years or until his/her successor is elected and qualified. Elections shall be held each year. There is no limit to the number of terms a director may serve.
Section 2 -- Vacancies
Vacancies in the board of directors shall be filled by appointment made by the remaining directors. Each person so elected to fill a vacancy shall remain a director until his/her predecessor’s term had been fulfilled.
Section 3 -- Action by Unanimous Written Consent
Such action shall be as valid corporate action as though it had been authorized at a meeting of the board of directors when deemed necessary by the board president. The outcome of all action taken through unanimous consent will be reported to all members.
Section 4 -- Power to Elect Officers
The board of directors shall select a president, one or more vice-president(s), a secretary and a treasurer.
Section 5 -- Power to Appoint Other Officers and Agents
The board of directors shall have the power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the corporation.
Section 6 -- Removal of Officers and Agents
Any officer or agent may be removed by a majority vote of a quorum of the board of directors whenever in the judgment of the board such removal is in the best interests of the corporation.
Section 7 -- Power to Fill Vacancies
The board shall have power, by majority vote, to fill any vacancy in any office occurring from any reason whatsoever.
Section 8 -- Power to Appoint Executive Committee
The board of directors shall have power to appoint by resolution, committees, which shall have an exercise the authority of the board of directors in the management of the business of corporation between meetings of the board. Such committees shall be chaired by a sitting board member. Members of appointed executive committees are to be members in good standing.
Section 9 -- Power to Require Bonds
The board of directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his duties.
Section 10 -- Compensation
The compensation of officers and agents of the board may be fixed by the board.
Section 1 -- President
The president shall be selected by the board of directors. The board president shall be the chief executive officer of the corporation. The president shall preside over all meetings of the board and of the members and shall have general active management of the business of the corporation. The president shall see that all orders and resolutions of the board are carried into effect and shall be an ex officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in
the office of president of a corporation.
Section 2 -- Vice-President
At least one vice-president shall be elected by the board of directors. The first vice-president shall perform the duties and exercise the powers of the president during the absence or disability of the president.
Section 3 - Secretary
The secretary shall be responsible for recording the minutes of all board meetings of the board of directors and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. Upon acceptance by vote of the board, minutes will be signed and dated by the board secretary and signed as approved by the board president or the officer presiding at said meeting. The secretary shall be responsible for all notices required by statute, bylaw or resolution and shall perform such other duties as may be delegated to the secretary by the board of directors.
Section 4 -- Treasurer
The treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements. The treasurer shall deposit all moneys, securities and other valuable effects in the name of the corporation as may be ordered by the board, taking proper vouchers for such disbursements. Whenever required by the board, the treasurer shall render to the president and directors an account of all or any transactions made by the treasurer and of the financial condition of the corporation. If required by the board, the treasurer shall deliver to the president of the corporation, and shall keep in force, a bond in form, in the amount and with surety or sureties satisfactory to the board, conditioned for faithful performance of the duties of the office of treasurer, and for restoration to the corporation in case of his/her death, resignation, retirement, or removal from office, of all books, or other items under his/her control belonging to the corporation.
EXECUTION OF INSTRUMENTS
Section 1- Checks, Etc
All checks, drafts, and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such officers or agents as the board of directors shall from time to time designate for that purpose.
Section 2 -- Contracts, Conveyances, Etc
When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing officers, the president, or any vice-president and the secretary may execute the seal thereto. The board of directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.
MEMBERSHIP AND DUES
Section I -- Membership defined
The membership of this corporation and the dues thereof shall be as follows:
Annual membership, one vote per person, one membership per person. Dues as established from time to time by the board of directors.
Section 2 – Suspension of Membership
Any member in default of payment of dues shall be ipso facto suspended from all privileges of membership, and if after notice, such default be not cured within a period of ninety days, the membership of such member shall automatically cease.
Section 3 – Termination of Membership
Any member may be removed from membership by a majority vote of the members present at any annual meeting or at any special meeting of the members called for that purpose, for conduct deemed prejudicial to this corporation provided that such member shall have first been served with written notice of the accusations against him or her and shall have been given an opportunity to produce witnesses, if any, to be heard at the meeting at which such vote is taken.
ARTICLE VIII AMENDMENT OF BY-LAWS
Section 1-- Amendments, How Effected
The by-laws of this corporation may be amended at any annual or special meeting called for that purpose by the membership of this corporation. Voting procedure and membership for such meeting shall be in accordance with this document.