Bylaws of the (THEATER NAME) Foundation
Article I: Membership and Meetings of Members
Section 1. The following shall be the By-laws of the above
corporation, a non-profit corporation organized under the General
Corporation Law of the State of (State Name), and hereinafter
called the 'Foundation." Any of the sections or subsections conflicting
with incorporation laws of the State of (State Name) shall
be considered null and void.
Section 2. The members of the Foundation shall be the trustees
then in office and additional persons who qualify in accordance
with the following sections.
Section 3. Members
A. General Authorities. Except as may be otherwise
provided by law, or by the Certificate of Incorporation, or
by these By-Laws, the number, qualifications, rights, privileges,
dues, fees, responsibilities, terms of membership, and the provisions
governing the withdrawal suspension. and expulsion of members
shall be decided by the Board of Trustees.
B. Classification of Members. Members of the Foundation
shall be classified as follows:
(1) Active Members - Those members who actively
participate in the functions of the Foundation in accordance
with the criteria established from time to time by the Board
(2) Sustaining Members - Those persons who support
the efforts of the Foundation as either Patrons or Archangels
or in some other capacity in accordance with the criteria
established from time to time by the Board of Trustees.
(3) Founding Members - Those members who, through
their efforts were instrumental in the founding of the Foundation.
(4) Honorary Members - Any person who shall from
time to time, be selected to be so honored by the Board of
(5) Life Member - Those members who, in each of
at least ten (10) years, have actively participated in the
Having paid annual dues or been a Founding Member, and having
been one of the following:
a) Active in at least one production
b) A committee chairman for at least one production
c) A member of the Board of Trustees
d) An active member of a committee for an entire year
C. Voting Qualifications. In order to qualify as
a voting member of the Foundation, a member must meet the following
(1) Must be at least eighteen (18) years of age.
(2) Must have Paid annual dues or be a Founding Member
or a Life Member.
(3) Must have served the Foundation in some phase of production
or served as a Trustee or member of an active committee during
the twelve month period prior to the annual election.
(4) Must have attended at least one (1) general membership
meeting of the Foundation during the preceding twelve month
D. Termination of Membership. Except as otherwise
required by law or by the Certificate of Incorporation or by
these By-Laws, any right of members to vote and any right, title,
and interest of any member in or to the Foundation and its properties
and franchises, shall cease and divest upon termination of his
or her membership.
Section 4. Annual Meeting for the Election of Trustees.
The annual meeting of the members for the election of the Board
of Trustees of the Foundation shall be held at the office of the
Foundation or at such other place within or outside the State
of (State Name) as may be determined by the Board of Trustees.
and as shall be designated in the notice of said meeting on the
second Thursday in the month of April of each year not a legal
holiday (or, if said day be a legal holiday, then on such other
day as determined by the Board of Trustees), for the purpose of
electing Trustees and for the transaction of such other business
as may property be brought before the meeting.
Section 5. Special Meetings. Special meetings of the members
may be called by the Board of Trustees or by at least five (5)
qualified voting members of the Foundation by written petition
to the Board of Trustees. Upon receipt of such a petition, the
Board shall call a special meeting within ten (10) days which
shall be held at the office of the Foundation or at such other
place within or outside the State of (State Name) as may
be designated in the notice of said meeting. Business at said
special meeting shall be limited to that stated in the notice
Section 6. Notice of Meeting. Notice of the purpose or
purposes and the time and place of the annual and any special
meeting of members shall be in writing and signed by the Secretary
or Assistant Secretary, and a copy thereof shall be served either
personally or bv mail upon each member of record entitled to vote
at such meeting not less than seven (7) days prior to the meeting.
Such further notice shall be given as may be required by law.
No notice of an adjourned meeting of members need be given unless
it shall be expressly required by statute. Annual or special meetings
of members may be held without notice and without the lapse of
any period of time provided that said requirements are waived
in writing by the person or persons entitled to receive said notice.
Section 7. Quorum. At all annual or special meetings,
a majority of the members entitled to vote shall except as otherwise
provided by law or the Certificate of Incorporation, constitute
a quorum. If there be no such quorum, a majority of such members
present may adjourn the meeting from time to time without further
Section 8. Meeting Chairman/Secretary. Meetings shall
be presided over by the Chairman of the Board of Trustees or,
in his/her absence, by the Vice Chairman or, in his/her absence,
by any other member chosen by the membership present. The Recording
Secretary of the Board of Trustees shall act as the Recording
Secretary of the meetings or, in his/her absence, the Chairman
shall appoint another to so act.
Section 9. Voting. at Annual or Special Meetings.
At the annual or special meetings of the Foundation, each qualified
member will be entitled to one vote. The voting may, but need
not be, by ballot and plurality of the votes cast shall elect.
Those members qualified to vote but unable to be present at the
time of elections, may request an absentee ballot which must be
in the hands of the Secretary prior to the time elections are
held. Voting by proxy shall not be permitted.
ARTICLE II: Board of Trustees
Section 1. Constitution and Membership. The property,
affairs, and business of the Foundation shall be managed by its
Board of Trustees, consisting of not less than seven (7) trustees,
each of whom shall be a member during his or her Trusteeship.
The members of the first Board of Trustees shall be those
persons elected by the incorporators of the Foundation. The Board
of Trustees shall of seven (7) trustees until changed by an amendment
to these By-Laws. Except as hereinafter provided, trustees shall
be elected at the annual meeting of the members of the Foundation,
and each trustee shall be elected to serve for one year and until
his successor shall be elected and shall qualify; provided, however,
that failure to elect trustees at the time designated therefor
shall not work any forfeiture or dissolution of the Foundation.
If and when the number of trustees shall be increased, the additional
trustees then to be elected by a majority or the trustees in office
at the time of the increase or, if not elected prior to the next
annual meeting of the members of the Foundation, they shall be
elected by said members.
Section 2. Quorum. A majority of the members of the
Board of Trustees when acting at a meeting duty assembled, but
in no event less than one-third of the number of trustees authorized
shall constitute a quorum for the transaction of business. If
any meeting of the Board of Trustees there shall be less than
a quorum present,, a majority of those may adjourn the meeting
without further notice from time to time until a quorum shall
have been obtained.
Section 3. Vacancies. In case of one or more vacancies
shall occur in the Board of Trustees by reason of death, resignation
or otherwise, the remaining trustees, although less than a quorum
may, by a majority vote, elect a successor or successors for the
unexpired term or terms. A vacancy in the Board of Trustees for
the purposes of this section shall be deemed to exist whenever
the members of the Foundation shall fail to elect trustees.
Section 4. Meetings. Meetings of the Board of Trustees
shall be held at such place within or outside of the State of
(State Name) as may from time to time be fixed by resolution
of the Board of Trustees, or as may be specified in the notice
of the meeting. Regular meetings of the Board of Trustees shall
be held at such times as may from time to time be fixed by resolution
of the Board of Trustees, and special meetings may be held at
any time upon the call of its Chairman by oral, telegraphic, or
written notice duly served, sent or mailed to each trustee not
less than two days prior to such meeting. A meeting of the Board
of Trustees may be held without notice immediately after the annual
meeting of the members of the Foundation at the same place at
which such meeting is held. Notice need not be given of regular
meetings of the Board of Trustees held at times fixed by resolution
of the Board of Trustees. Meetings may be held at any time without
notice if all the trustees are present or if at any time before
or after the meeting those not present waive notice of the meeting
Section 5. Removal. At any special meeting of the
members of the Foundation, duly called as provided in these By-Laws,
any trustee or trustees may, by the affirmative vote of a majority
of all the members entitled to vote, be removed from office, either
with or without cause, and his or her successor or successors
may be elected at such meeting or the remaining trustees may,
to the extent the vacancies are not filled by such election, fill
any vacancy or vacancies created by such removal.
Section 6. Nominations and Elections. Nominations
for election to the Board of Trustees shall be made at a special
meeting held for said purpose in the month preceding the annual
meeting. Nominations shall be received from the floor. Only qualified
voting members shall be able to nominate and each nomination must
be seconded. Those (7) nominees receiving the highest number of
votes shall be declared elected. In the event of a tie vote, election
shall be decided by a toss of the coin.
Section 7. Qualifications. In order to qualify for
election to the Board of Trustees, a nominee must be a qualified
voting member and must have attended at least two (2) general
and/or special meetings during the preceding twelve month period.
Section 8. Term of Office. The members of the Board
of Trustees shall serve for a term of one (1) year. Said term
of office shall run from the first day of May in the year
in which they are elected to the thirtieth day of April of the
Section 9. Election of Officers. The newly-elected
members of the Board of Trustees shall, as soon after their election
as possible, elect a Chairman, Vice Chairman, Secretary and Treasurer,
to serve as the officers of said Board. Further, the Board of
Trustees may, from time to time elect such other officers as it
Section 10. Duties and Responsibilities of Officers.
The duties and responsibilities of the offices of the Board of
Trustees shall be as follows:
Chairman - As principal executive of the Board of
Trustees, coordinates and manages the activities of the Foundation;
presides at all meetings of the Board of Trustees and all
general specific or annual meetings of the Foundation.
Vice Chairman - Assumes the duties and responsibilities
of the Chairman in his or her absence.
Secretary - Responsible for recording the minutes
of all meetings of the Foundation and of the Board of Trustees
and maintaining all official records and correspondence.
Treasurer - Maintains the financial records of the
Foundation in accordance with generally acceptable accounting
procedures; has authority to receive and disburse funds in
order to satisfy authorized expenditures and is responsible
to the Board of Trustees for all financial transactions of
the Board of Trustees.
ARTICLE III: Committees
Section 1. General Authorities. The Board of Trustees
shall, in its discretion, by the affirmative vote of a majority
of the members, establish such committees and appoint such Chairmen
as it shall from time to time, deem necessary in order to conduct
or perform the various duties, functions and responsibilities
of the Foundation. Said committees shall have and may exercise
such powers as shall be conferred or authorized by the resolutions
appointing them. A majority of any such committee, if the committee
is composed of more than two (2) members, may determine its action
and fix the time and place of its meetings, unless the Board of
Trustees shall otherwise provide. The Board of Trustees shall
have the power at any time to fill vacancies in, to change membership
of, or to discharge any such committee.
Section 2. Terms of Office. The term of office of
the Committee Chairmen appointed by the Board of Trustees shall
be one year and shall coincide with the term of office of the
Board of Trustees.
Section 3. Vacancies. In the event a vacancy shall
occur in the chairmanship of any committee by reason of death,
resignation, or otherwise, the unexpired term of said chairman
may be filled by the Board of Trustees.
Section 4. Duties and responsibilities. The committee
chairmen appointed by the Board of Trustees shall have the
duties and responsibilities as may be, from time to time, established
by said Board.
ARTICLE IV: Indemnification
Every person who is, shall be, or shall have been a trustee
or officer of the Foundation and his personal representatives
shall be indemnified by the Foundation against all costs and expenses
reasonably incurred by or imposed upon him in connection with
or resulting from any action, suit or proceeding to which he may
be made a party by reason of his being or having been a trustee
or officer of the Foundation or of any subsidiary or affiliate
thereof, except in relation to such matters as to which he shall
finally be adjudicated in such action, suit or proceeding to have
acted in bad faith and to have been liable by reason of willful
misconduct in the performance of his duty as such trustee or officer.
Said costs and expenses shall include but without limiting the
generality thereof, attorney’s fees, damages, and reasonable amounts
paid in settlement.
ARTICLE V: Informal Action
Any action required or permitted to be taken at any meeting
of the Board of Trustees or any committee therefor may be taken
without a meeting if, prior to such action, a written consent
thereto is signed by all members of the Board or of the committee,
as the case may be, and such written consent is filed with the
minutes or proceedings of the Board or the committee.
ARTICLE VI: Fiscal Year
The fiscal year of the Foundation shall begin on the first
day of May in each year and shall end on the thirtieth day of
April next following, unless otherwise determined by the Board
ARTICLE VII: Corporate Seal
The official seal of the Foundation shall have inscribed
thereon the name of the Foundation and the year of its incorporation
and shall be in such form and contain such other words and/or
figures as the Board of Trustees shall determine. The official
seal may be used by printing, engraving, lithographing, stamping,
or otherwise making, placing or affixing, upon any paper or engraved,
lithographed, stamped or otherwise made, placed or affixed, upon
any paper or document by any process whatsoever, an impression,
facsimile, or other reproduction of said official seal.
ARTICLE VIII: Amendments
These By-Laws may be amended, altered, or repealed, by a
vote of two-thirds (2/3) of all the qualified voting members present
at a special meeting called for said purpose, provided a quorum
is present and written notification stating the purpose of said
meeting has been made to all qualified voting members at least
ten (10) days prior to said meeting.
I hereby certify that the foregoing is a full, true, and
correct copy of the By-Laws of the aforementioned Foundation,
a (State Name) corporation, as is in effect on the date
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