|Barnstormers Theatre, Inc. Bylaws
(As adopted June 29, 2009)
Article I - Purpose
Article II - Members
Article III - Board of Directors
Article IV - Committees
Article V - Officers
Article VI - Corporate Indemnity
Article VII - Amendments to Bylaws
Barnstormers Theatre creates and performs quality collaborative inspiring theater art that is accessible and affordable, with a special focus on encouraging and developing new talent from our community.
Section 1. Classes and Voting
There shall be one class of members. Each member shall be entitled to one vote for all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the Bylaws of Barnstormers.
Section 2. Qualifications
Membership shall be open to all who are willing to participate in and support the purpose of Barnstormers, as defined by board resolution.
Section 3. Termination of Membership
Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the terminations, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final.
Section 4. Annual Meeting
The annual meeting of the members shall be held the 4th Monday of June of each year.
Section 5. Special Meetings.
Special meetings of the members shall be held at the call of the Board of Directors, or by the call of the holders of at least ten percent of the voting power of Barnstormers by a demand signed, dated, and delivered to Barnstormers Secretary. Such demand by the members shall describe the purpose for the meeting.
Section 6. Notice of Meeting.
Notice of all meetings of the members shall be given to each member at the last address of record, by first class mail or email at least 30 days before the meeting. The notice shall include the date, time, place, and purposes of the meeting.
Section 7. Quorum and Voting.
The minimum quorum required for action at a membership meeting shall be 5% of the active membership or 10 active members, whichever is greater. A majority vote of the members represented and voting is the act of the members, unless these Bylaws or the law provide differently.
Section 1. Duties.
The affairs of Barnstormers shall be managed by the Board of Directors. The advice and consent of the general membership shall be required to disband, sell, dissolve or otherwise encumber the corporation.
Section 2. Number and Qualifications.
The number of Directors may vary between a minimum of seven and a maximum of fifteen.
Section 3. Term and Election.
Except for the initial adjustments of shorter terms needed to create staggered terms, the term of office for Directors shall be two years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of as close as possible to one-half of the Directors shall expire. A Director may be reelected without limitation on the number of terms she or he may serve. The Board shall be elected by the General membership at the Annual Meeting.
Section 4. Removal.
Any Member of the Board of Directors may be removed from office for cause by a majority vote of the Board of Directors. For the purpose of this section, the causes include but are not limited to:
1.Unexcused absences from three (3) consecutive Board meetings.
2.Misconduct in office, i.e.: Misfeasance or Malfeasance, or private acts that may bring discredit upon the organization.
3.Failure to perform the duties of the office to which elected.
Section 5. Vacancies.
Vacancies on the Board of Directors created by resignation or removal of a Director may be filled by a majority vote of the Directors then on the Board of Directors, subject to ratification by the General Membership at the next annual meeting.
Section 6. Quorum and Action.
A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law.
Section 7. Regular Meetings.
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. (Currently set as the 2nd Monday of each month at 6 pm) No other notice of the date, time, place, or purpose of these meetings is required.
Section 8. Special Meetings.
Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail or by email not less than two days prior to the special meeting.
Section 9. Alternative Meeting Venue.
Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
Section 10. No Salary.
Directors shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.
Section 11. Action by Consent.
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.
Section 12: Dissolution
The board of directors cannot unilaterally decide to disband, sell, dissolve or otherwise encumber Barnstormers without a majority vote of the general membership.
Section 1. Executive Committee.
The Board of Directors may elect an Executive Committee. The Executive Committee shall have the authority to make business decisions, including financial and budgetary decisions as prescribed by the Board.
Section 2: Artistic Committee
There shall be an Artistic Committee which oversees all artistic endeavors of the organization. Its seven person membership serves staggered three year terms,(2 or 3 membersí terms expire each year), fills its own vacancies, and elects its own chair.
Section 3. Other Committees.
The Board of Directors may establish other committees as it deems necessary and desirable and may delegate such of its authority as it deems appropriate. Such committees may exercise the authority of the Board of Directors or may be advisory committees.
Section 4. Composition of Committees Exercising Board Functions.
Committee Members may be Directors or other members of Barnstormers. Any committee that exercises any authority of the Board of Directors shall include two or more Directors, elected by the Board of Directors by a majority vote of the Directors.
Section 5. Quorum and Action.
A quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of committee members present.
Section 6. Limitations on the Powers of Committees.
No committee may authorize payment of a dividend or any part of the income or profit of Barnstormers to its directors or officers; approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of Barnstormer assets; elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; nor adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.
Section 1. Titles.
The officers of Barnstormers shall be the President, Vice President, Secretary, and Treasurer.
Section 2. Election.
The Board of Directors shall elect the officers to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve. Only members of the Board of Directors can be officers of Barnstormers.
Section 3. Vacancy.
A vacancy in any office shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.
Section 4. President.
The President shall be the chief officer of Barnstormers and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors.
Section 5. Vice President.
In the absence of the president, the Vice President shall fulfill the duties of the President.
Section 6. Secretary.
The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors and membersí meetings and actions; (b) provision for notice of all meetings of the Board of Directors and members; (c) authentication of the records of Barnstormers; (d) maintaining current and accurate membership lists, and (e) any other duties as may be prescribed by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping of full and accurate accounts of all financial records of Barnstormers; (b) deposit of all monies and other valuable effects in the name and to the credit of Barnstormers in such depositories as may be designated by the Board of Directors; (c) disbursement of all funds when proper to do so; (d) make financial reports as to the financial condition of Barnstormers to the Board of Directors, and (e) any other duties as may be prescribed by the Board of Directors.
Section 8. Other Officers.
The Board of Directors may elect or appoint other officers and agents; and hire employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.
Barnstormers will indemnify to the fullest extent allowed by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of Barnstormers or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of Barnstormers. No amendment to this Article that limits Barnstormers obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. Barnstormers shall interpret this indemnification provision to provide the most liberal possible indemnification - - substantively, procedurally, and otherwise.
Only the Board of Directors shall have the power to amend or repeal the Bylaws or adopt new ones. The Board or of Directors must vote to amend or repeal these Bylaws or to adopt new ones by a two thirds majority vote of directors on the Board.
Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
Under no circumstances may the Board alter the election of the Board provision in Article III, Section 3.