BY-LAWS OF THE INDIANA PLAYERS, INC.
BY-LAWS OF THE INDIANA PLAYERS, INC. a nonprofit corporation Amended by the Board of Directors 1991, 1995, 1999, 2001, 2002, 2006, 2012
DEFINITION OF BY-LAWS
1.01 These By-Laws constitute the code of rules adopted by The Indiana Players, Inc. for the regulation and management of its affairs.
PURPOSES AND POWERS 1.02 This corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as now or may be granted hereafter by the Non-Profit Corporation Law of 1972 of the Commonwealth of Pennsylvania, or any successor legislation. The primary purpose of this corporation is to promote interest in theater and dramatic arts by means of performances and educational programs with respect to theater and dramatic arts, among and for residents of the Indiana area. Further, the corporation shall provide means of participation in theater and theater-related activities and will endeavor to foster public interest in said activities.
LOCATION OF REGISTERED OFFICE
2.01 The location of the registered office of this corporation is as stated in the Articles of Incorporation. Such office will be continually maintained in the Commonwealth of Pennsylvania for the duration of this corporation. The Board of Directors may from time to time change the address of its registered office by a duly adopted resolution, and amend its articles or file the appropriate statements with the Department of State.
PLACES OF BUSINESS
2.02 The corporation may employ such offices or places of business, either within or without the Commonwealth of Pennsylvania, as its business requires.
DEFINITION OF MEMBERSHIP
3.01 The members of this corporation are those persons having membership rights in accordance with the provisions of the By-Laws.
CLASSES OF MEMBERS
3.02 The corporation will have five (5) classes of members: Lifetime, Individual, Student, Senior Citizen, and Family.
QUALIFICATIONS OF MEMBERS
3.03 All voting members must be natural persons of at least 16 years of age.
3.04 The annual dues payable to the corporation by the members of any class will be such amounts as may be determined from time to time by resolution of the Board of Directors. The first annual dues will be payable and submitted in full with the application for membership. Future annual dues will be payable in advance of the anniversary of membership.
3.05 Memberships will be non-assessable.
PLACES OF MEMBERS-MEETINGS
3.06 Meetings of members will be held at such place within the County of Indiana, Commonwealth of Pennsylvania, as may be approved by the Board of Directors.
3.07 The annual meeting of members and patrons will be held at 7 P.M. on the third Wednesday of May.
3.08 Special meetings of members may be called by any of the following: (1) The Board of Directors. (2) The President. (3) Members having at least 10% of the votes which all members are entitled to cast at such meeting.
NOTICE OF MEMBERS-MEETINGS
3.09 Written or printed notice, stating the place, day, and hour of the meeting, including the purpose or purposes for which the meeting is called, must be delivered not less than five (5) nor more than forty (40) days before the date of the meeting, either personally or by mail (physical or electronic) at the direction of the Board of Directors, President, the corresponding secretary, or other members calling the meeting, to each member entitled to vote at such meeting. If physically mailed, notice will be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation.
VOTING RIGHTS OF MEMBERS
3.10 Each member who is eligible to vote will be entitled to one vote on each matter submitted to a vote of members.
3.11 A member must vote in person; proxies will not be recognized.
QUORUM OF MEMBERS
3.12 At any meeting of members, at least one-tenth (1/10th) of the members must be present to constitute a quorum. Family memberships count as one membership for the purpose of determining the number of votes needed for a quorum although every member of that family who is of voting age is entitled to a separate vote. A simple majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present is necessary for the adoption of any matter voted by the members, unless a greater proportion is required by the Non-profit Law of 1972 or its successor legislation, the Articles of Incorporation of this corporation, or any provision of these By-Laws.
TRANSFERABILITY OF MEMBERSHIP
3.13 Membership in this corporation is non-transferable and non-assignable.
TERMINATION OF MEMBERSHIP
3.14 Membership will terminate in this corporation on any of the following events, and for no other reason: (1) Receipt by the Board of Directors of the written resignation of amember, executed by such member or by his duly authorizedattorney-in-fact; (2) The failure of a member to pay his annual dues on or before theirdue date; (3) For cause inconsistent with membership, after notice, hearing, anddetermination of facts, by the Board of Directors. However, amember losing membership status may be completely and automatically reinstated if the member corrects the cause of thetermination before formal adoption by a two-thirds vote of the Board of Directors of a resolution acknowledging such termination.
DEFINITION OF BOARD OF DIRECTORS
4.01 The Board of Directors is that group of persons vested with the management of the business and affairs of the corporation.
STRUCTURE OF THE BOARD
4.02 The Board of Directors of this corporation will constitute a single class.
QUALIFICATIONS OF DIRECTORS
4.03 The qualifications for becoming and remaining a Director of this corporation are as follows: (1) Directors must be residents of the Commonwealth of Pennsylvania; (2) Directors must be voting members of this corporation. (3) Directors should possess the requisite expertise and skills to enable them to carry out the responsibilities of the directorship. (4) Directors must be at least 18 years of age.
NUMBER OF DIRECTORS
4.04 There will be seven (7)Directors of this corporation. The Board of Directors may choose to appoint a Member-at-Large, if they deem it necessary. The Board’s primary responsibility will be to select and ensure the performance of a season of shows for the upcoming year. In addition, they are vested with the management of business and affairs of this corporation.
TERMS OF DIRECTORS
4.05 Election of Directors will be held at the May General Meeting, beginning with May 1992. One-half of the Directors will be elected for a term of one (1) year; the remainder will be elected for two (2) years: thereafter, one-half will be elected yearly. Each Director will hold office for the term for which elected and until a successor has been selected and qualified by the Board.
VACANCIES OF THE BOARD
4.06 Any vacancy occurring on the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by election of a majority of the remaining Directors. A new Director elected to fill any vacancy will serve for the un-expired term of the predecessor in office.
PLACE OF DIRECTORS MEETING
4.07 Meetings of the Board of Directors, regular or special, will be held at such place within the County of Indiana, Commonwealth of Pennsylvania as the Board of Directors designates by duly adopted resolution.
REGULAR BOARD OF DIRECTORS-MEETINGS
4.08 Regular meetings of the Board of Directors will be held on the first Monday of each calendar month. Should any such day constitute a legal holiday for all businesses in Pennsylvania, then the meeting will be held at another agreed upon time. This provision of the By-Laws constitutes notice to all Directors of regular meetings for all years and instances, and no further notice will be required, although such notices may be given.
NOTICE OF SPECIAL BOARD MEETINGS
4.09 Written or printed notice stating the place, day, and hour of any special meeting of the Board of Directors will be delivered to each Director not less than two (2) nor more than ten (10) days before the date of the meeting, either personally or by mail (physical or electronic), by or at the direction of the President or the Directors calling the meeting. If physically mailed, such notice will be deemed to be delivered when deposited in the United States mail addressed to the Director at the address as it appears on the records of this corporation. Such notice need not state the business to be transacted nor purpose of such meeting.
CALL OF SPECIAL BOARD MEETINGS
4.10 A special meeting of the Board of Directors may be called by any of the following: (1) The President; (2) A quorum of the Board of Directors.
WAIVER OF NOTICE
4.11 Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting.
QUORUM OF DIRECTORS
4.12 A majority of the Board of Directors will constitute a quorum. The act of a simple majority of Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Non-Profit Corporation Law of 1972 or any successor legislation, the Articles of Incorporation of this corporation, or any provision of these By-Laws.
4.13 There also may be an advisory board to the corporation to consist of a reasonable number, to be determined by the Board of Directors, of natural persons at least 18 years of age, who need not be members of this corporation. The advisory board will not be responsible for the management of the affairs of this corporation; however, they shall serve in an advisory capacity to the Board of Directors. Members of the advisory board shall be appointed by the Board of Directors for such terms as the Board of Directors shall see fit, by duly adopted resolution of the Board.
ROSTER OF OFFICERS
5.01 The officers of this corporation will consist of the following personnel: (1) President; (2) Vice-President/Artistic Director; (3) Treasurer; (4) Secretary/Parliamentarian; (5) Theater Manager; (6) Hard Tech Director; (7) Soft Tech Director.
SELECTION OF CANDIDATES FOR DIRECTORSHIPS
5.02 One-half of the officers of this corporation will be elected annually by the Membership at each May General Meeting. Announcement of Election of Officers will be made in the IPI Newsletter and will include the date and place of elections; as well as contact information for a contact person.
5.03 The Nominating Committee shall be appointed by vote of the Board of Directors and shall be responsible for selection of the candidates to be placed on the printed ballot. Those applicants whose qualifications do not meet minimum requirements of the Directorship for which they have applied will be notified in writing that, at that time, they are not eligible for consideration of that Directorship.
ELECTION OF DIRECTORS
5.04 At the May General Meeting, the Nominating Committee will distribute a ballot containing the title of each open Directorship. Said ballot shall contain a list of pre-qualified candidates and a blank line for nominations from the floor under each Directorship. Each floor nominee is expected to deliver a one (1) to three (3) minute statement of his or her qualifications. Prior to voting, all candidates will have the opportunity to address the membership. The ballots will be collected and counted by the Nominating Committee and the results will be announced by the Nominating Committee Chairperson. 5.05 Each officer will remain in office until fulfillment of their term or, in the case of a resignation, until a successor to such office has been qualified and elected by the Board. Such replacement election may take place at either a regular or special meeting of the Board of Directors. All officers must be members in good standing of the corporation.
5.06 The President will be the chief executive officer of this corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of this corporation. The President will serve as chairman of the Board of Directors and will preside at all meetings of the membership. The President is entitled to a vote at all meetings of the Board of Directors and of the general membership. Except in the case of elections, s/he may choose to vote after the other votes have been counted. The President will perform all duties incident to the office of President that may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned from time to time by the Board of Directors.
5.07 The Vice-President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to perform presidential duties, and shall oversee the professional quality of each IPI show. S/he will be available to each director for consultations and when deemed necessary by the Board, may intercede with a director in order to maintain the theatrical integrity and consistency of the IPI productions. S/he is responsible for assuring that there are a sufficient number of show proposals to generate a season. The Vice-President will perform such other duties as may be prescribed from time to time by the Board of Directors.
5.08 The Treasurer will have charge and custody of all funds of this corporation. The Treasurer will keep and maintain accounting of the corporation’s business transactions; update, implement, and oversee annual budgets as designated by the Board; will render reports to the Directors and to the members as required by the Board of Directors, or members, or by law. One copy of each report of the Treasurer will be filed with the Corporate records. S/he will provide appropriate and timely reports to the IRS, as well as submit account records to an annual audit by an independent person. In general, the Treasurer will perform all duties incident to the office of Treasurer that may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned from time to time by the Board of Directors.
5.09 The Secretary will keep minutes of all General Meetings of the Members and of the Board of Directors, and will read the minutes of the previous meetings for approval of the Members and Board. Copies of all meeting minutes will be filed with the Corporate records. The Secretary will carry on the day-to-day correspondence of the Board of Directors. S/he will be the custodian of the corporate records, will give all notices as are required by law or by these By-Laws and, generally, will perform all duties incident to the office of Secretary as may be required by law, and such other duties as may be required by the Articles of Incorporation, or by these By-Laws, or may be assigned from time to time by the Board of Directors. S/he also will be responsible for maintaining the Membership Roster and the annual dues solicitation. As Parliamentarian s/he will provide the final word on any questions concerning interpretation of the By-Laws and the Articles of Incorporation. Responsibilities include insuring correct adherence to Robert’s Rules of Order during Board and General Meetings.
5.10 The Theater Manager will serve as a clearing house and a liaison between and among the other Board Members in matters relating to the theater. Responsibilities include arrangements for the theater maintenance and repairs, in collaboration with the Board. S/he also will be responsible for maintenance and general appearance of lobby and auditorium.
HARD TECH DIRECTOR
5.11 The Hard Tech Director will oversee the organization and maintenance of stageand set construction/storage areas in the theater. S/he should maintain a list of set pieces and construction tools and materials. The Hard Tech Director also should be responsible for a sign-out and return record of all set pieces borrowed from IPI. S/he will maintain a list of all available Players who have indicated a desire to work with hard-tech and assist each show director with securing stage crews. Other areas of Hard Tech responsibility include maintenance of lighting and sound systems and ensuring availability of technicians for productions. Some of these duties may be delegated to persons holding approved nonboard positions as provided in Article VI.
5.12 Responsibilities for this Directorship include supervision of the organization and maintenance of all props, costumes, and make-up belonging to IPI, including cataloging present and new items, and maintaining a sign-out and return record for the loan of any costumes or props. S/he will also maintain a list of all available Players who have indicated a desire to work with soft-tech and will assist each show director with securing adequate crews. Some of these duties may be delegated to persons holding approved non-board positions as provided in Article VI.
REMOVAL OF OFFICERS
5.13 Any officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interest of the corporation will be served. However, such removal will be without prejudice to any membership or contract rights of the officer so removed.
OTHER VOLUNTEER POSITIONS
DEFINITION OF OTHER VOLUNTEER POSITIONS
6.01 The positions specified in this article may be filled by the Board of Directors upon the recommendation of the director supervising that position. A person may hold more than one of these positions concurrently. If any of these positions is vacant the responsibilities of that position devolve upon the director supervising that position.
QUALIFICATION TO HOLD VOLUNTEER POSITIONS
6.02 In order to hold a volunteer position, a person must be a voting member of this corporation.
TERM OF OFFICE
6.03 Persons serving in volunteer positions serve at the pleasure of the Board of Directors and may be replaced by them at any time.
BOX OFFICE MANAGER
6.04 The Box Office Manager is responsible for scheduling the necessary lobby and box office personnel for all shows and other events in the theater. S/he is responsible for assuring that season ticket requests and reservations are properly processed. S/he is under the supervision of the Treasurer.
6.05 The Fundraising Coordinator is responsible for overseeing all fundraising activities of this corporation, including special events, grant writing, and solicitation of donations. S/he is under the supervision of the Treasurer.
6.06 The Publicity Specialist is responsible for maintaining quality and consistency in all communiqué emanating from IPI. S/he will establish a congenial working rapport with the print, radio, and TV media and will provide appropriate coverage for each IPI event, including timely announcements of auditions, meetings, shows, and events. S/he will collaborate with each show director for poster and media releases, and will maintain a list of all available Players who have indicated a desire to work on publicity, and will assist each director of each show in securing publicity people. This person shall be responsible for layout and distribution of IPI’s Season Flier as well as production of IPI’s Season Program including solicitation of advertisements, design, layout and printing. S/he is under the supervision of the Secretary.
6.07 The Newletter Editor is responsible for the publication and distribution of the IPI Newsletter to all members on a monthly basis. S/he is under the supervision of the Secretary.
6.08 The Webmaster is responsible for maintaining and updating the IPI Website. S/he is under the supervision of the Secretary.
6.09 The Lighting Specialist is responsible for maintaining all lighting equipment of IPI. S/he should train interested persons both in the operation of the light board and in lighting design, and assist directors in finding qualified individuals to perform these functions. S/he is under the supervision of the Hard Tech Director.
6.10 The Sound Specialist is responsible for maintaining all sound equipment of IPI. S/he should train interested persons both in the operation of the sound board and in sound design, and assist directors in finding qualified individuals to perform these functions. S/he is under the supervision of the Hard Tech Director.
SCENE SHOP SUPERVISOR
6.11The Scene Shop Supervisor is responsible for maintaining all set pieces and construction tools and materials of IPI. S/he should assist directors in finding qualified individuals to assist in set design and construction. S/he is under the supervision of the Hard Tech Director.
6.12The Costume Supervisor is responsible for maintaining all costumes of IPI. S/he should assist directors in finding qualified individuals to serve as costumers for their shows. S/he is under the supervision of the Soft Tech Director.
6.13 The Make-up Supervisor is responsible for maintaining the supply of make-up of IPI. S/he should assist directors in finding qualified individuals to serve as make-up artists for their shows, if needed. S/he is under the supervision of the Soft Tech Director.
6.14 The Properties Supervisor is responsible for maintaining all props of IPI. S/he is under the supervision of the Soft Tech Director.
WAIVER OF NOTICE
7.01 Whenever any notice whatsoever is required to be given under the provisions of the Non-Profit Corporation Law of 1972 or successor legislation, the Articles of Incorporation of this corporation, or these By-Laws, a waiver of such notice in writing provided by the person or persons entitled to such notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of notice. An electronic communication from an email address that the member has provided shall be deemed to be written consent. Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.
7.02 In an effort to protect this corporation from legal action for injuries that may be received by a person during rehearsals or performances of shows, everyone connected with a show will have to take one of the following actions: 1) Become a member of Indiana Players and pay IPI’s dues thus assuming IPI’s membership insurance coverage; 2) Produce proof of outside insurance coverage; or 3) Sign a Waiver of Responsibility.
ACTION BY CONSENT
7.03 Any action required by law under the Articles of Incorporation of this corporation or by these By-Laws, or any action which otherwise may be taken at a meeting of either the members or the Board of Directors, may be taken without a meeting, if a written consent, setting forth the actions so taken, is provided by all the persons entitled to vote in respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the corporation. An electronic communication from an email address that the member has provided shall be deemed to be written consent.
DEFINITION OF DIRECTORAL COMMITTEES
8.01 This corporation may have certain committees, each of which will consist of two (2) or more Board members, and will have and exercise some prescribed authority of the Board of Directors for the management of this corporation. However, no such committee will have authority of the Board in reference to affecting any of the following:
(1) Submission to members of any action requiring approval of members under the Non-Profit Corporation Law of 1972 or successor legislation;
(2) Filling of vacancies on the Board;
(3) Adoption, amendment, or appeal of By-Laws;
(4) Amendment or appeal of any resolution of the Board;
(5) Actions on matters committed by By-Laws or resolution of the Board to another committee of the board.
APPOINTMENT OF DIRECTORAL COMMITTEES
8.02 The Board of Directors, by resolution duly adopted by majority of the Directors in office, may designate and appoint one or more directoral committees and delegate to such committees specific and prescribed authority of the Board of Directors to exercise for the management of this corporation. However, the creation of such directoral committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on such personnel otherwise by law.
8.03 In addition, the Board of Directors, by resolution, may designate and appoint certain funtionary committees designed to transact certain ministerial business or to advise the Board of Directors. Such committees will be chaired by any member as designated by the Board. The chairman will select the remaining members of the committee up to the number set by the Board or terminate such memberships or appoint successors. The Board may terminate any such committee by resolution.
9.01 The fiscal year of this corporation will begin September 1 and end August 31 of the following calendar year. The production year of this corporation shall be determined by and coincide with the scheduled Season.
EXECUTION OF DOCUMENTS
9.02 Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this corporation will be signed by the Treasurer and countersigned by the President or the Theater Manager. Contracts, leases, or other instruments executed in the name and on behalf of the corporation will be signed by the Secretary and countersigned by the President or the Theater Manager, and will have attached copies of the resolutions of the Board of Directors, certified by the Secretary, authorizing their execution.
BOOKS AND RECORDS
9.03 This corporation will keep correct and complete books and records of accounts, and also will keep minutes of the proceedings of its members, Board of Directors, and Directorial Committees. The corporation will keep a membership register giving the names, addresses, and showing classes and other details of memberships of each, and the original or a copy of its By-Laws, including the amendments to date, certified by the Secretary of the corporation.
INSPECTION OF BOOKS AND RECORDS
9.04 All books and records of this corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.
9.05 This corporation will not have or issue shares of stock. No dividends will be paid, no part of the income of this corporation will be distributed to its members, directors, officers, or other private persons, except that the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth herein; provided, however, that neither the incorporators, nor any director shall be paid any compensation by the corporation for their services as directors, except as a reasonable allowance for actual expenditures incurred for or on behalf of the corporation.
LOANS TO MANAGEMENT
9.06 This corporation will make no monetary loans to any of its directors, officers, members, or other personnel.
9.07 Loans of any properties, equipment, tools, and/or costumes will be made only when the following criteria have been met: a) authorization by the Hard or Soft Tech Director, or Theater Manager; b) receipt of a refundable deposit commensurate with value of loaned item(s); c) a defined and reasonable length of time of loan is recorded; d) secured signature of person receiving goods and the organization requesting (if applicable).
MODIFICATION OF BY-LAWS
10.01 The power to alter, amend, or appeal these By-Laws, or to adopt new By-Laws, insofar as is allowed by law, is vested in the Board of Directors. Any amendment must be submitted in writing at the regular meeting of the Board of Directors prior to the meeting at which it is voted on. Approval of the amendment requires a two-thirds vote of the Board of Directors.