Hello all, I just incorporated my new theater group here in Colorado. I have been doing research on the internet for days now and I cannot find any sample bylaws or articles about having PERMANENT MEMBERS OF THE BOARD. For instance having the PREsident, Vice, Sec, Treas. Etc. on Permanently untill they wish to resign or are voted off the board.. Or how about Board members switching posts every other year or so... Just some kind of way to keep the founding members able to run the company.  Has anyone heard of this or is it even legal for a non-profit to do this.. we would like to have membership drives and as an incentive for donations (for season tickets, annual membership, whatever) the only voting privelages the members would be able to participate in would be for our annual awards ceremony.   Is any of this possible...   

Thank you so much for taking the time to read my Post.

                                           Dan Marquardt,

                                      president, DownStageLeft Productions.

I don?t know your local laws of an association incorporation act. However if you wish it to have healthy perpetuation, your going to have more problems than you can wave a stick at, now & in the future. An Automobile Club here has constitutional by laws, which allows a 3 year tenure to it?s board members, where by any of it?s elected members can swap or changes their Office roles, within the period of holding office - they can carry on, in that new office, without standing at the next election & automatically can hold that new office for it?s full 3 year tenure or till they swap again! I think I worked it out once that an elected member can be on the board for 33+ years without being re-elected. Needless to say it is full of cronies covered in cobwebs.

I doubt your group will survive that long without fresh blood & the values that comes with it!

If you want to ensure thier input, you could give them status of a ?Founder Member? or even ?Life Membership? - but there again they can become unwanted baggage in time! Honestly it will be better for them &/or the Group, by allowing them to get a life! - Let IT happen normally, without reinventing the wheel? - present them with a body bag & they get a wave on their way out!

Chookas

Well, not quite the response I was hoping for:  I just don't want to have the dream of starting a theatre to crash and burn after we (the founders and original board members) have gone. Hoping there was someway to be permanently in charge of what we would create. After all, isn't the reason one starts a company because they want to be involved in the decision making process on a permanent basis? Or am I being selfish in this matter? I understand about new blood, but I am perfectly confident that the board we have selected will be able to keep the theater fresh and new (keep up with the times, so to speak). Any input is greatly appreciated!

There possibly is a way of doing it & I say I?m no where near a full botler on legislation that would apply to you there!

I have only got knowledge gained by being a Justice on the Bench here!

However you have not set up a Corporate body! So I would say no to retaining control, as it is not why community theatre groups, are set up in the first place! They are an Incorporated as an association, with equity of membership!

Sorry these are my views & I believe not to far different from what is locally expected of the Theatre group to be about there!

I have just been through setting up a new theatre here, & I think I would pull the pin, if I found that I had similar aspirations & fire up a Professional Theatre Company instead! - as it is the same amount of perspiration in most cases!

Chookas Danny

Sorry Danny I should hsve sugested that you check out the American Association of Community Theater http://www.aact.org/index.htm - http://www.aact.org/index.htm  & even for your group to jion it.

Pose the question of enscoced members there!

Chookas

Joe

Your right Amy! The length time of the term of office, doesn?t matter!

So long as there is a pre-set sunset to the office positions termination. Where upon a vacancy occurs automaticly. Therefore the position must be declared vacant and elections called for & if contested, are held.

However this is not what Danny wishes to do! I believe the intention of his question, was to see if there was a way to ensconce certain Board officers with a provision in the Bylaws, that perpetually gives them the right to hold office, without the need to stand for re-election!

Unfortunately I believe this may become a dictatorship! That will possibly back fire on Danny himself in the future, while it is fine at present, he too may be saddled with an undesirable ensconced officer, that nothing can be done to force a change, therefore disenfranchising the general membership as a whole!

I guess you could interpret it that way, but he did say he wanted to have people permanently on the board until they "resign or are voted off". 

I agree though -- I think you need an out in case somebody becomes impossible to work with . . . or if they stop doing any of the necessary work.

You need to be careful in how you word your by-laws.  I know of two theaters that have not been able to get their 501(c)(3) from the IRS because of Board composition issues.  In one case the IRS feels there are too many family members on the board and in another case they have problems with the election procedure (I'm not sure just what they are).

Here is the way that one theater does it (and has their 501(c)(3) status).  The organization is run by an Artistic Director who (according to the by-laws) also serves as President and Treasurer.  This person has the right to appoint and remove other officers (but not directors) by writing them a letter informing them and the board they have been appointed or removed.  The Artistic Director appoints (subject to board approval) Directors to fill any vacancies on the board and nominates directors for approval by the members at the annual meeting.  That is the most powerful position I have seen in By-laws.

Our theater does not have any members so the existing five member board elects the new directors who are nominated by a committee consisting of two non board members and one board member.  Incumbent Directors who desire to remain on the board must be nominated.  All directors must participate in one production during their term to be re-nominated.  We have very little turnover but everyone is active in our productions.

Hope this helps.

What do you guys think of this. Pay particular attention to Page 3.

http://www.tpsonline.org/about/bylaws1.shtml - http://www.tpsonline.org/about/bylaws1.shtml

am I wrong or is it worded so the charter members are always on the board and other members can pettition to get on.  I was thinking of modeling our bylaws like this. If so then it would seem to be o.k. They are 501 c 3 status and it seems like they have something similar to what I am hoping for.

Iim Glad you were able to find the right pidgeon hole Danny!

Yes Amy your right - I got the wrong end of the pineapple

We don?t use the term charter member - for this situation! I?m still a Founder member of the Swan Valley Royal Association of Justices. Therefore have an ex-officio status - similar to a ?Life Member?, except they usually work hard for 20+ years before they get it! - So it looks like the same horse, just a different jockey - or vise versa?

Danny,

Hopefully I can provide you with some bylaw information that will change your life and make you feel like a genius about incorporating a non-profit in the state of Colorado.

I don't know where in Colorado you are, but head on over to the Tattered Cover downtown and pick up a copy of the following book:

How to Form a NonProfit Corporation

By Anthony Mancuso

Pub. Date: July 2004

ISBN: 1413300391

Edition Number: 6

Its well worth the fifty bucks your going to shell out for it.  But the guy knows what he is doing.