NAME: The name of this organization shall be Community Theatre of Clay County, INC.
PURPOSE: The purpose of this organization shall be to provide community involvement in the performing arts, specifically:
1. By presenting-dramatic or musical productions involving residents of Clay County, Indiana.
2. By encouraging continued exposure to the arts in the Clay County, Indiana area.
3. By encouraging local residents to attend other art functions outside the area.
4. By offering Clay County, Indiana youth an opportunity to participate in workshops or productions, and to include children with special needs.
MEMBERSHIP: Membership in this organization shall be open to all individuals residing in Clay County, Indiana and surrounding areas who have an interest in its purpose. Classes of membership shall be as follows:
Sec. 1. BOARD OF DIRECTORS: There are currently a total of nine members of a Board of Directors to be elected by a two-thirds vote of voting members present at the annual meeting. The total number of members shall be increased to twelve members progressively over a three-year election cycle starting with the Class of 2022. Nominations for the members of the Board of Directors shall be presented by a Nominating Committee to be appointed by the President. Nominations from the floor will be invited; no one shall be nominated without his/her consent.
At the annual meeting, members of the Board of Directors shall be elected in the following cycle:
Three to serve for Class of 2021;
Four to serve for Class of 2022 (effectively making the Board of Directors comprised of ten members for one year);
Four to serve for Class of 2023 (effectively making the Board of Directors comprised of eleven members for one year); and
Four to serve for Class of 2024 (effectively making the Board of Directors comprised of twelve members).
The term of office of said members of this Board of Directors shall be three years with consecutive terms allowed.
Said Board of Directors shall serve as the governing body of this organization and shall meet at the call of the President. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.
Sec. 2. OFFICERS: The officers of this organization shall be a President, Vice-President, Secretary, and Treasurer, to be elected by a majority vote of the members of the Board of Directors at the first meeting of said Board of Directors following the expiration of the terms of office of said officers. Terms of office of said officers shall be one year, with consecutive terms allowed.
Sec. 3. COMMITTEES: Standing committees shall be as follows: Nominating, Marketing and Membership, Budget and Finance, Facilities Management, Production Management, Artistic Direction, and Community Engagement. Such other special committees as may be necessary from time to time shall be appointed by the President with the approval of the Board of Directors. All committee chairpersons shall be appointed by the President with the approval of the Board of Directors.
Sec. 4. VACANCIES: Vacancies on the Board of Directors occasioned by other than expiration of elected term shall be filled by a two-thirds vote of the remaining members of the Board of Directors. Any Board member failing to fulfill the responsibilities of his or her position may be removed from the Board by a two-thirds vote of the remaining members of the Board of Directors. If a Board member misses five consecutive meetings for any reason other than illness, his or her position may be considered as vacant. A vacancy in the office of President shall be filled by the Vice-President. A vacancy in the offices of Vice-President, Secretary, or Treasurer shall be filled by appointment by the President with the approval of a majority of the members of the Board of Directors.
Sec. 5. TRUSTEES: The board may, from time to time, designate a person or persons to act as a non-voting trustee on behalf of the theatre. The trustee’s role and responsibilities would be defined by the Board of Directors.
MEETINGS: This organization shall hold its annual meeting by the 4th week of January (weather permitting) of each year for the purpose of electing Directors, receiving reports, and transacting such other business as may be presented. Reasonable notice shall be provided to each voting member at least two weeks prior to the annual meeting. The Nominating Committee shall present a slate of Directors to be considered for election at the annual meeting, and further nominations may be received from the floor. No name shall be presented without the prior approval of the nominee. A special meeting of members may be held at the request of the President, provided all voting members are notified, stating the business to be transacted, at least two weeks prior to the proposed date.
DUES: Annual dues shall be as follows:
1. Sponsor membership $10 per calendar year;
2. Patron membership $50 per calendar year;
3. Sustaining membership $100 or more per calendar year.
Fees may be changed by a majority vote of the Board of Directors.
FISCAL YEAR: The fiscal year of this organization shall be the calendar year.
FUNDS: Adequate books of account shall be maintained by the Treasurer, or bookkeeper as designated by the Board of Directors, who shall be responsible therefore. No funds shall be distributed without the proper documentation provided to the Treasurer or bookkeeper. The Board of Directors shall appoint an independent auditor and/or an audit committee, not an officer, to audit the financial documentation prior to the annual meeting.
The By-Laws may be amended at any meeting of this organization by two-thirds vote of the voting members present, provided that reasonable notice of the proposed amendment shall have been provided to all voting members at least two weeks prior to said meeting. The By-Laws shall be reviewed every five years.
PARLIAMENT AUTHORITY: All meetings shall be conducted according to Roberts Rules of Order, Revised, except when in conflict with these By-Laws or with the laws of the State of Indiana.