THE MADISON COUNTY DRAMATIC PLAYERS
DBA, ANDERSON’S MAINSTAGE THEATRE
CONSTITUTION AND BY-LAWS
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 -- Fiscal Year
Calendar year will be utilized for all fiscal reporting.
Section 3 -- Annual Meeting of Members
An annual meeting of the members shall be held each year following the final production of the season and before December 31. 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 4 -- Notice of Annual Meeting of Members
At least ten days prior to the date fixed by Section 3 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 9 of this document.
Section 5 -- Special Meeting of Members
A special meeting of the members may be called at any time by the President, or by a majority of the Board of Directors. Notification of special meetings will be in accordance and as provided by Article I, Section 9 of this document.
Section 6 -- 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 7 -- Regular Meetings of the Board
Regular meetings of the Board of Directors shall be held no less than six times in any calendar year, at such time and place as the regular meetings of the board shall be determined. The membership may be entitled to attend such regular meetings at the discretion of the Board of Directors. Regular meetings of the Board will be conducted using Roberts Rules of Order.
Section 8 -- Special Meetings of the Board
Special meetings of the Board of Directors may be called by the President at any time. 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 9 -- Notices and Mailing
All notices required to be given by a provision of these by-laws, except in the case of Article I Section 8, 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 active 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.
Membership must be attained no later than the month prior to any meeting of the members to be eligible for voting rights.
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 no less than 9 and no more than 15 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. Each director will be limited to no more than three consecutive full terms without first sitting out one year.
The members of the Board of Directors shall be divided into at least three groups of no less than three each, with the term of each such group to expire in successive year to the others, so that one-third of the Board of Directors shall be elected each year.
Section 2 – Changing the Number of Active Board of Directors
As stated in Article IV, Section 1, this corporation shall be managed by a Board of Directors composed of no less than 9 and no more than 15 persons. The process utilized by this corporation to change the number of active Directors will be the following:
1. This topic must first be initiated in a regularly scheduled meeting of the Directors via Agenda Item, i.e. New Business, in order to facilitate discussion from those present.
2. After adequate discussion, a vote can be held via regular meeting or by written consent as defined in Article IV, Section 5. However, the vote must be unanimous to pass, whether in person or through a written consent item.
3. If the number of Directors is increased, Article IV, Section 4 will be followed regarding filling vacancies.
4. If the number of Directors is decreased, the group of Directors who are nearest to being up for re-election will be the group affected by the decrease. For example, if the number is decreased by 1 and there are 3 Directors up for re-election that year, the Board will only fill two positions.
Section 3 -- Conflict of Interest and Family Members
No member of the Board of Directors, or any of its committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the Corporation. Each individual shall disclose to the Corporation any personal interest that he or she may have in any matter pending before the Corporation and shall refrain from participation in any decision on such matter. A statement regarding Conflict of Interest will be provided by each member of the Board of Directors.
Effective January 1, 2020, no more than one member of a household can participate as an officer on the Board; whether through direct election or by appointment. For example, spouses and or domestic partners will not both be in one of the following positions: President, Vice-President, Secretary, or Treasurer.
Section 4 -- 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 has been fulfilled.
Section 5 -- Action by Majority Consent by the Board of Directors
Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if the action is taken by a majority of all active Directors. The action must be evidenced by at least one (1) written consent describing the action to be taken, signed by each member of the Board, and included in the next meeting minutes reflecting the action taken. Action taken under this section is effective when a majority of active Board members sign the consent, unless the consent specifies a prior or subsequent effective date. The signatures on such consent may occur through electronic means such as email, facsimile, or social media forum.
Section 6 -- Power to Elect Officers
The Board of Directors shall select a president, one or more vice-president(s), a secretary and a treasurer. As stated in Article V, Section 5, the positions of secretary and treasurer can be combined.
Section 7 -- 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 8 -- 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 9 -- 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 10 -- Power to Appoint Executive Committee
The Board of Directors shall have power to appoint by resolution, committees, which shall exercise the authority of the Board of Directors in the management of the business of the 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.
Unless otherwise appointed, the following committees will be considered permanent:
Section 11 -- 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 12 -- 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 control belonging to the corporation.
Section 5 -- Combining Secretary and Treasurer
The duties of Secretary and Treasurer can be combined and held by one person on the Board if acceptable to a majority of the Board of Directors.
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.
Unless otherwise provided by action of the Board of Directors, all contracts, leases, commercial paper, and other instruments or documents in writing, and all legal documents, shall be signed by the Board President and attested by the Secretary/Treasurer, if required.
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 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.
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 either the Board President, a majority of the Board of Directors or by a majority of the membership of this corporation. Voting procedure and membership for such meeting shall be in accordance with this document.