BYLAWS OF THE MONTGOMERY PLAYHOUSE, INC.
As of May 30, 2009
ARTICLE I. NAME
The name of the organization shall be “The Montgomery Playhouse, Inc,” a nonprofit corporation operating under a certificate of incorporation from the state of Maryland, dated July 14, 1982, and amended September 18, 1986. The Articles of Incorporation and its Constitution and Bylaws shall govern it. Activities are carried out in accordance with provisions of Section 501(c)(3) of the Internal Revenue Code, or the corresponding provisions of any future United States Revenue Law.
ARTICLE II. OBJECTIVES
The objectives of this organization shall be:
1. To promote and advance the theater and performing arts in Montgomery County and surrounding areas.
2. To conduct educational programs such as classes, workshops, and competitions for adults and young people.
3. To serve the community:
a. By providing a means of fund raising for recognized religious, educational, civic, and club groups who wish to sponsor and sell tickets to productions of the Playhouse.
b. By providing a facility for meetings, as available, to the above groups at minimal charges.
4. To provide the community with a source of high quality, live, theatrical entertainment.
5. To provide a social program for the membership and the community that is relevant to, and serves the purposes of the community.
6. To operate on a nonprofit basis on which all money received shall be used to further the objectives of the organization. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions furtherance of Section 501(c)(3).
7. To pay all costs of operations and to accumulate reserve funds for contingencies, future growth, and development entirely out of income derived by collecting dues, accepting contributions, charging admission, fees, tuition, and rentals; by investing reserve funds at interest; by conducting special fund raising events; and by applying prudent projections of income over the term of the obligation.
8. To acquire copyrights, rights of presentation, licenses, and privileges of any sort likely to be beneficial to the objectives of the organization.
9. To purchase and dispose of personal property, improved or unimproved land, and real property, to erect, remodel, or rebuild buildings or other structures; and to let, lease, or hire facilities as may be necessary to the objectives of the organization.
ARTICLE III. ORGANIZATIONAL STRUCTURE
SECTION 1. MEMBERSHIP
Membership shall be open to anyone interested in working to further the purposes of the organization and shall be accomplished by the payment of annual dues.
A. Categories of Membership
1. Member: A Member is one who has joined and remains active during the term of their membership by working on one or more shows in any capacity or by representing the interests of the Playhouse in the community.
2. Family Member: A Family Member is defined as one living in the same household as a member.
3. Honorary Member: The Board may designate any person as an Honorary Member forgoing the payment of dues.
4. Lifetime Member: A Lifetime Member is a member who has been an active member in good standing for 20 years or more and whom the Board of Directors would like to recognize for his/her hard work and dedication forgoing any further payment of dues.
The Board on an individual or family basis shall establish annual dues. The Board of Directors or their designated agent would determine the enrollment period. The Board may waive payment of dues in certain cases.
C. Benefits of membership in the Montgomery Playhouse
1. A member is eligible to serve on the Board of Directors; enjoys full voting rights at membership meetings; receives complimentary or reduced admission to all regular season performances as determined by Board policy; is eligible for family membership; and may participate in any production or activity of the organization.
2. A Family member receives the same privileges as the principal Member with the exception of voting privileges. A Family Member will not receive voting privileges unless he/she has worked to further the purposes of the organization.
3. An Honorary Member’s privileges shall be decided on a case-by-case basis by the Board of Directors.
4. A Lifetime member shall have all the privileges as described above for a Member.
SECTION 2. EXECUTIVE MANAGEMENT
The management of the Montgomery Playhouse, Inc. shall be voted in a Board consisting of four officers and as many Board members as are necessary to conduct the business of the organization. All members of the Board shall be elected. Each shall be entitled to one vote.
Officers of the organization shall be the President, Vice President, Treasurer and Secretary.
B. Board Members
The officers and the following elected positions shall include, but shall not be limited to: Artistic Director, Box Office Manager, Business Manager, Executive Producer, Facilities Director, Membership Director, Program Director, Promotion Director, Publicity Director, and Technical Director.
The following committees shall be established to conduct certain activities of the organization:
1. Nomination Committee. Nominations for the officers and Board members shall be made by a committee of at least five members, two of whom shall be members of the Board.
2. Audit Committee. An audit committee shall be appointed by the President. It shall audit all transactions of the preceding year and shall report to the general membership.
3. Standing Committees. Other committees shall be established by the Board as deemed necessary for the efficient operation and administration of the organization. These may change as time and circumstances dictate.
D. Terms of Office
1. Officers and voting Board members shall serve for two years and may not be elected to serve more than two consecutive terms in the same position.
2. To ensure continuity, Board positions shall be split as evenly as possible; half shall be elected in even years and the other half in odd years.
3. Should a bylaws change be enacted that eliminates a Board position, the current holder of that position has the option of remaining in that position until the expiration of his/her current term.
ARTICLE IV. MEETINGS
SECTION 1. GENERAL MEMBERSHIP MEETINGS
There shall be at least one general membership meeting each year. Meetings shall be open to anyone interested in attending. Meetings shall be conducted in accordance with an agenda, which shall, in general, conform to standard parliamentary procedure (Roberts Rules of Order). If the Board considers it necessary to call a special meeting of the general membership, members shall be notified at least two weeks in advance.
SECTION 2. BOARD MEETINGS
The Board shall meet monthly. Additional meetings may be held, as circumstances require.
Notice of Board meetings shall be given to Board members at least five days prior to the meeting.
C. Special Meetings
Special Meetings of the Board may be called whenever necessary.
D. Executive Sessions
If the President or a majority of the Board deems it advisable, any special meeting may be considered an Executive Session, which shall be attended only by Board members.
Greater than but not equal to 50% of the members of the Board shall constitute a quorum.
Formal decisions of the Board shall be reported to the general membership as soon as possible.
Any member of the organization may attend any meeting of the Board with the exception of executive sessions.
SECTION 3. ELECTION MEETINGS
A general membership meeting will be held to carry out yearly elections.
Notice of general membership meetings shall be given to all members at least two weeks prior to the meeting.
For the purposes of conducting business at membership meetings, a quorum shall consist of those voting members present and a Board quorum as defined in Section 2.E above.
There will be no proxies.
ARTICLE V. THE BOARD
SECTION 1. POWERS OF THE BOARD
The Board of this organization and its individual members as specified are empowered to perform the following acts for the organization:
Except as specified elsewhere in these Bylaws and in the Articles of
Incorporation, the Board shall establish policies concerning the administrative and operational activities of the organization, and shall develop and approve the annual budget.
The President or the Treasurer, or in the absence of both, the Vice President, are authorized to sign checks for $500 or less. All checks over that amount other than budgeted items must be signed by two of those authorized. All expenditures shall be reported to the Board at the next meeting.
Any contract, commitment, agreement, or prospectus that involves the expenditure of more than a pre-defined amount set by the Board shall require the signature of the President with prior approval of the Board.
D. Borrowing Funds
The President, with the prior approval of the Board, is the only person authorized to borrow funds in the name of the organization. Should the President be unavailable for an extended term, the Vice President, acting for the President, may do so with prior approval of the Board.
SECTION 2. BOARD VACANCIES AND RESIGNATIONS
If any voting position on the Board becomes vacant for any reason, the remaining Board members shall choose a successor, by majority vote, who shall serve for the remainder of the term. Qualifications are the same as for elections by the general membership.
Resignations should be submitted in writing to the President and shall take effect upon receipt or as specified.
SECTION 3. REMOVAL FROM OFFICE
A. Removal for Cause
The Board may remove a member from office for Cause by a two-thirds vote of the Board.
B. Any Board member may be removed from office by a recall petition signed by two thirds of the voting membership.
ARTICLE VI. ELECTIONS
SECTION 1. THE BOARD OF DIRECTORS
The election of the members of the Board shall be held at the election meeting in June of each year. Those elected shall take office effective July 1. Election shall be by a simple majority.
SECTION 2. NOMINATIONS
Nominations of the candidates for officers and Board members shall be made by the nominating committee and may also be made from the floor at the election meeting. Written notification of the proposed candidates shall be made to the membership no less than five days before the election. All nominations shall be made with the consent of the nominee. The nominating committee shall be appointed by the President.
SECTION 3. QUALIFICATIONS
No one may be elected to the office of President without having served on the Board for at least one year or having been a voting member for two preceding years.
B. Board of Directors
Candidates for the Board of Directors must be voting Members of Montgomery Playhouse, Inc. at the time of nomination and must remain voting members for the length of their terms.
ARTICLE VII. RESPONSIBILITIES OF THE BOARD
The general responsibilities of the members of the Board shall be as listed below, as well as any other duties that may be assigned by the President or agreed to by Board consensus. Board members are encouraged to delegate certain functions to other members of the organization, but such delegation shall not relieve the Board member of assigned responsibilities.
The Board will maintain operation and policy manuals which provide greater detail regarding each Board member’s roles and responsibilities, as well as those of other positions required for the effective operation of the organization. Executive (non-Board) positions may be created as required to support the functioning of the organization.
A. Officers of the Board
1. President. The President shall serve as senior officer of the organization; preside at all membership and Board meetings; provide for representation to other organizations of significant interest to the group; be responsible for all contractual negotiations; carry out any administrative duties required by such contracts; and sign checks for payment of verified bills in the absence of the Treasurer. The President shall serve as ex officio member of all committees and is ultimately responsible for the smooth functioning of the organization. The President appoints the Historian.
2. Vice President. The Vice President shall perform the duties of the President in the temporary absence of the President, work with appropriate Board members and appointed personnel to assure that all positions are fully staffed and the Playhouse is a well-functioning entity for rehearsals and productions. The Vice President shall also oversee all activities regarding funding and grants.
3. Treasurer. The Treasurer shall provide for the disbursement of funds according to an annual budget; maintain the necessary records to account for the receipt and disbursement of all funds; prepare annual and interim financial reports for the Board and the membership; and to be responsible for filing all necessary reports with governmental agencies. The Treasurer shall provide an auditable financial statement for grant applications as needed; oversee the implementation of organizational budgets; and make recommendations for economical operations.
4. Secretary. The Secretary shall be responsible for all organization correspondence; serve as custodian of past and present organization files, records, and documents, including the Bylaws; record, transcribe, and maintain the minutes of the Board, membership, and special meetings of the corporation; provide copies of meeting minutes for distribution to the Board; and ensure that all Board members are notified of upcoming meetings and pertinent agenda items.
B. Board Members
1. Artistic Director. The Artistic Director shall oversee all activities regarding play selection, critiques, royalties, script availability, and any other activities deemed necessary to assure artistic quality and control of all productions.
2. Box Office Manager. The Box Office Manager shall be responsible for all sales at performances, including tickets, subscriptions, merchandise and hospitality. The Box Office Manager will ensure adequate staffing, training, and record keeping for box office activities and the timely depositing and reporting of funds.
3. Business Manager. The Business Manager shall be responsible for the ongoing business operations of the organization, including processing of subscription and group sales, receipt/deposit and acknowledgment of contributions, purchase of business supplies, and the distribution of mail.
4. Executive Producer. The Executive Producer shall ensure all productions have producers, providing detailed guidance on roles and responsibilities, as well as assisting in the staffing of each production and providing other support as required. The Executive Producer shall report to the Board the status of each production.
5. Facilities Director. The Facilities Director shall be responsible for all venues which the organization owns, and act as liaison for all other facilities which are rented or in which we produce shows on an ongoing basis. The director shall be responsible for calendaring, and facilities upkeep as appropriate.
6. Membership Director. The Membership Director shall be responsible for all activities and events regarding the membership at large; as well as communications to the membership. The director will administer a process for new and renewal of membership; maintain detailed and timely membership records, and provide such to the Board as required.
7. Program Director. The Program Director shall be responsible for all activities involving the creation and distribution of the program, including gathering of necessary information, program composition, and liaison with vendors involved with program creation.
8. Promotion Director. The Promotion Director shall develop an overall program to promote the Playhouse and its activities through various forms of publicity, contacts with business and industry groups, and other means when appropriate; develop season brochures as authorized; coordinate the proofing, printing and mailing of flyers/postcards; maintain the groups external mailing list.
9. Publicity Director. The Publicity Director shall be responsible to develop and execute emails, press releases and paid advertisements for all auditions, productions, and other public events; act as liaison to all organizations used to promote the group’s productions, providing appropriate information, and looking to further promote the organization’s productions as deemed reasonable.
10. Technical Director. The Technical Director shall assist productions to ensure that all technical aspects of the show are functional; assist lighting and sound designers with understanding capabilities and limitations of venues; ensure proper training of sound and lighting operators and designers with operation of equipment; maintain equipment in reasonable working condition and keep inventory of technical accessories and supplies; recommend new or replacement technical equipment, and otherwise provide overall technical guidance to the organization.
C. Non-Voting Members of the Board
Historian. The Historian shall keep past and present history and memorabilia of the organization in good order. The Historian is appointed by the President.
ARTICLE VIII. EXECUTIVE POSITIONS/COMMITTEES
SECTION 1. PURVIEW
To better enable the administration and operation of Playhouse activities, the Board may, by majority vote, create or remove as necessary executive/non-Board positions. These positions will be for specific terms, with no term limits. Anyone accepting an executive position must become a voting member once appointed if they had not been previously. Vacancies and resignations should be treated similarly to that of Board members.
Committees shall be established as necessary. Committee chairpersons are appointed by the President with the concurrence of the Board. The Board shall be responsible for the coordination, effectiveness, and efficiency of all committees. A specific member of the Board shall be responsible for each committee operating within their purview as determined by the Board.
ARTICLE IX. PLAY PRODUCTION
SECTION 1. NUMBER OF PRODUCTIONS
The number and type of productions shall be determined annually by the Board of Directors, with guidance provided to the Artistic Director for upcoming play selection.
SECTION 2. SELECTION OF PRODUCTIONS
The Artistic Director shall present to the Board for consideration recommendations for productions and directors in a timeframe that supports all required follow-on activity. The Board shall select the season for the following year by majority vote. The membership shall be informed of the season when finalized. Following Board approval, the selection of a production shall be changed by two-thirds majority vote of the Board. In the event that a production or director becomes unavailable, a change shall be made by a majority vote of the Board.
ARTICLE X. FUND
SECTION 1. USE OF FUNDS
The net proceeds in any form from performance, presentation, or sponsorship of other cultural art or organizational activity shall be used solely to further the purposes of the organization as outlined in ARTICLE II (6) of the Bylaws.
SECTION 2. DISTRIBUTION OF FUNDS AND ASSETS
Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for payment of all liabilities of the corporation, dispose of all assets attributable only to Montgomery Playhouse, Inc. to organizations that are organized and operated exclusively for charitable, religious, educational, or scientific purposes and that qualify as tax exempt under section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of the United States Internal Revenue Code.
ARTICLE XI. AMENDMENTS
Any voting member may propose any amendment to these Bylaws at any general membership meeting, or at any Board meeting. Any proposed change must be made in writing and communicated to the general membership no less than five days before the general membership meeting during which voting will take place. The proposed amendment shall require a majority vote of the voting members present. Changes in wording of proposed amendments may be made and ratified at the same meeting if two-thirds of the voting members present agree.