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BY-LAWS
LITTLE THEATRE OF CLEARWATER, INC.
I.
NAME
The name of this
non-profit corporation shall be LITTLE THEATRE OF
CLEARWATER, INC. doing-business-as FRANCIS WILSON PLAYHOUSE.
II.
PURPOSE
The purpose for
which the Corporation is organized is: to foster, encourage,
promote and develop the artistic and theatrical abilities
and talents of people, to promote and encourage public
acceptance of and recognition for the fine arts, to develop
talent and train its members in all branches of the dramatic
art, and to produce stage plays and theatrical productions
of any type for the entertainment and benefit of its
members, in keeping with local community standards.
III.
MEMBERSHIP
A.
A Member is a person who has purchased any category
of full subscription (eight (8) performances) or short
season subscriptions (six (6) performances) for the current
membership year defined as August 1st of one year
to July 31st of the next year. A membership
includes one (1) ticket to all scheduled productions of the
season and entitles the member to all privileges and
responsibilities of membership.
B.
Prestige classes of
membership such as “Co-Producer”, “Angels”,
“Patrons” and Sustaining” may be authorized by the
Board of Directors from time to time. Unless otherwise
specifically authorized by the Board of Directors, (i) a
Co-Producer shall be entitled to six(6) season tickets, (ii)
an Angle shall be entitles to four (4) season tickets, (iii)
a Patron shall be entitled to two (2) season tickets, and
(iv) a Sustaining member shall be entitled to one (1) season
ticket. Prestige members shall be entitled to vote at all
membership meeting the same number of votes as the number of
tickets issued for that class of Prestige Membership,
provided that the Prestige Member designates, in advance, a
specific individual, other than the Prestige Member, to be
the recipient of, and voter for, each Prestige Member
ticket.
C.
Honorary Membership may be conferred by a two-thirds (2/3)
vote of the Board of Directors at a regular or special
meeting. An Honorary Membership has the same rights and
privileges as a member.
D.
All members may vote at any meeting of the membership
and are eligible to hold office. A Member may vote either in
person or by a proxy executed in writing by the Member or
his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11
months from the date thereof unless otherwise so provided in
the language of the proxy.
IV.
ELECTION AND DUTIES OF BOARD OF DIRECTORS
A.
Election
1. The affairs of the Corporation shall be managed by a
Board of Directors consisting of twelve (12) members elected
by and from the membership of the Corporation at the annual
meeting. All elected directors must be current season
members while serving.
In addition to, and as an exception to this
provision, Dorothy Ellison has been made a life member of
the Board of Directors.
2.
Four (4) members of the Board of Directors shall be
elected each year, for a term of three (3) years to replace
members whose terms have expired.
3.
No member of the Board shall be elected to more than
two (2) consecutive terms. This member shall again become
eligible for election after an interval of one (1) year.
4.
The Board of Directors shall elect replacement
members of the Board of Directors to serve the remaining
portion of any unexpired Board Members terms which becomes
vacated between annual meetings. These partial terms shall
not be counted as the member's elected terms for the
purposes of the term-limit provisions found in Subsection
A3, above.
5.
At a meeting of Members called
expressly for that purpose, any director or the entire Board
of Directors, may be removed, with or without cause, by a
vote of the majority of the Members then entitled to vote at
an election of directors.
6.
These By-Laws shall
specifically permit a member of the Board of Directors to
serve in such a capacity when other business or personal
activities would normally preclude him from doing so because
of a conflict of interest or an abandonment of his fiduciary
responsibilities, provided however, that director shall be
restricted from voting on any action when such a conflict of
interest may exist. Further, any member of the Board of
Directors who believes a potential conflict of interest may
exist must so announce same at the beginning of discussions
on that subject or at the beginning of a meeting of the
Board of Directors and the same will be so recorded in the
minute book.
B.
DUTIES
1.
The Board of Directors shall have general charge of
the affairs and custody of the funds and property of the
Corporation. At the close of each fiscal year, an accounting
firm selected by the Board of Directors shall review all
accounts. The accounting firm’s principals may not be
members of the Board of Directors. The accounting review
shall be completed within sixty (60) days after the end of
the fiscal year.
2.
The Board of Directors shall have the power to remove
any officer, Board of Directors member, or committee
chairman for cause, by a three-fourths (75%) vote of those
present at a Board of Directors meeting, if a quorum is met.
3.
Each Board of Director Member shall be provided a
current copy of the By-Laws, as amended.
4.
Directors and officers of the corporation shall serve
without compensation. However,
actual and reasonable expenses incurred by a Director or
Officer during the normal course of their official duties
shall be reimbursed upon the approval of the Board of
Directors.
5.
A director
of the
corporation who
is present
at a
meeting of
the Board
of Directors at which action on any corporate matter
is taken shall be presumed to have assented to
the action taken unless he votes against such action
or abstains on the record from voting in respect thereto.
V.
ELECTION AND DUTIES OF OFFICERS
A.
A President, a First Vice-President, a Second
Vice-President, a Treasurer, a Vice-President/Investments,
and a Secretary are to be elected by, and from, the Board of
Directors, to serve for one (1) year.
B.
The President shall act as Chairman of the Board of
Directors and shall be an ex-officio member of all
committees. He shall preside at all meetings of the
Corporation and at all meetings of the Board of Directors.
He shall call special meetings of the Board of Directors at
his discretion and Special Meetings of the Members when he
shall consider the same necessary.
C.
The First Vice-President shall assist the President
in the performance of his duties and, in his absence,
perform the duties of the President.
D.
The Second Vice-President shall assist the President
and the First Vice-President in the discharge of their
duties and in their absence perform the duties of the
President or the First Vice-President, as applicable.
E.
The Treasurer shall be custodian of the funds of the
Corporation and shall be entitled to demand, and receive,
all monies pertaining thereto.
1.
The Treasurer shall pay all bills authorized by the
Board of Directors. The Treasurer shall keep a correct
account of all receipts and disbursements. The Treasurer
shall keep bank accounts in the name of the Corporation and
shall verify deposit of all monies to the credit of the
Corporation in banks designated by the Board of Directors.
2.
The Treasurer shall submit a written report to the
Board of Directors at its regular monthly meeting, showing
all monies received, and paid as Treasurer during the
preceding month and the balance then in his custody. At the
Annual Meeting of the Corporation, the Treasurer shall
submit a similar report covering the preceding fiscal year,
ending December 31st.
3.
The Treasurer shall prepare an annual budget for the
Corporation to be submitted to the Board of Directors at its
regular December meeting. Upon approval by the Board of
Directors the approved annual budget shall be presented to
the Membership then present at the Annual Meeting of the
Membership.
F. The Vice-President/Investments shall
be responsible for all capital funds of the theatre held for
investment purposes and not employed on-going annual budget
operations. The Vice-President/Investments, in accordance
with an investment plan approved by the Board of Directors,
shall report all investment activities to the Board of
Directors at all Directors meetings. Theatre funds
transmitted to, and received from, investments shall be
under the signature of the Treasurer.
G.
The Secretary shall keep a true record of the Annual
and Board of Director meetings and submit these minutes to
Board of Directors members within fourteen (14) days after
each annual meeting and Board of Directors meeting.
VI.
MEETINGS
A.
Regular meetings of the Board of Directors shall be
held within approximately twenty-one (21) days after the end
of the month in which each play or theatrical performance
closes. Special meeting of the Board of Directors may be
held at the discretion of the President, or at the written
request of three (3) Board of Directors members. Eight (8)
members of the Board of Directors shall constitute a quorum.
Regular Board of Director’s meetings may be suspended
during months when no play is presented.
B.
The Annual Meeting of the Corporation for the
election of Directors and any additional business to be
brought before it shall be held on a date in March
of each year which exact date shell be determined
at the regular December meeting of the Board of Directors of
the Corporation. Eighteen (18) Members shall constitute a
quorum at the Annual Meeting.
C.
A Special Meeting of the Members of the Corporation
may be called by the Board of Directors or by the written
request of 51% the members. At special meetings of the Corporation,
twenty-four (24) members shall constitute a quorum. Special
meetings shall have the purpose stated in the call and
written notice thereof shall be given to all Members. A
Special Meeting shall be called for a date not less than ten
(10) nor more than thirty (30) days after notice to the
Members is made. The call for a meeting shall be issued by
the Secretary.
D.
Only current members may vote at any meeting.
E.
All meetings will be conducted in accordance with
Robert's Rules of Order, except as specified herein.
F. When a meeting
is adjourned to another time or place, it shall not be
necessary to give any notice of the
adjourned meeting
at which
the adjournment is taken, and at
the adjourned meeting any business may be transacted
that might
have been
transacted on the
original date
of the
meeting. If, however,
after the
adjournment the
Board of
Directors fixes a new
date for the
adjourned meeting, a
notice of the adjourned meeting
shall be given to each Member of record on the new
record date entitled to vote at
such meeting unless the
reconvened date for the
adjourned meeting
is less than
fifteen (15) days from the date of adjournment.
G. A
Special
Meeting of the Members may
occur at any time without notice when
the majority of
the Members or the Member of the Board of Directors (as
applicable) entitled to
vote at such a meeting
so agree and sign a waiver to that effect. Members able to
hear, speak and vote via telephone, or similar device, shall
be considered in attendance at such a meeting. Communiqués
transmitted and received via facsimile devices to and from
Members before, during and after such a meeting, which
communiqués emanate from, or are received by, the secretary
of a meeting shall be considered as submitted or received as
if the Member were personally present at the Members
meeting.
H.
Any action required to be taken
at a regular meeting of the
Board of Directors, or any action which may be taken
at a Special Meeting of the Board of Directors,
or a committee
thereof, may be
taken without a
formal meeting if a consent in writing, including writings
transmitted and received by electronic mail or facsimile,
setting forth the action so to be taken, signed by the
majority of the directors, or the majority of the members of
the committee, (as the case may be), is filed in
the minutes of the proceedings
of the Board
of Directors or of the minutes of the
committee. Such
consent shall have the same effect as a majority vote.
I.
Meeting of Members and the Board of Directors shall
be held at the Francis Wilson Playhouse, Clearwater,
Florida, or at such other place as may be designated by the
majority of the Board of Directors.
VII.
PAID STAFF
The General
Manager, Guest Directors and other paid staff may be
employed for specific period or plays without regard to
membership. Other staff may be engaged as necessary within
the fiscal abilities of the Corporation as approved by the
Board of Directors.
VIII. COMMITTEES
A.
Committee Chairmen shall be appointed by the
President, from, and ratified by, the Board of Directors,
and may be any committee that the Board of Directors deems
appropriate for the operation of the theatre or any of its
financial or administrative functions. The Chairman of each
committee shall appoint additional season members to serve
on each committee so that each committee has at least two
(2) members. A majority of the members of any committee
shall constitute a quorum for the transaction of business.
Any Committee so appointed shall have the duties and
authority of that committee defined at the time of
appointment and such shall be recorded within the minutes of
that meeting.
B.
Nominating Committee
1.
At least ninety (90) days prior to the annual
meeting, the Board of Directors shall elect a nominating
committee of at least three (3) members, none of whom shall
be members of the Board of Directors. The Membership
Chairman shall serve as advisor to the Nominating Committee
to verify nominees' eligibility.
2.
At least sixty (60) days prior to the annual meeting,
the Nominating Committee shall present to the Board of
Directors, a list of qualified candidates, for positions on
the Board of Directors, all of whom must be current season
members of the Theatre to be qualified.
3.
At least thirty (30) days prior to the annual
meeting, the Board of Directors shall publish and present
this Nominating Committee Board of Directors candidate list
to the membership by mail. Any member may make additional
nominations from the floor, at the annual meeting, of
additional qualified candidates for election to the Board of
Directors nominees.
4.
The four (4) candidates, from the complete list of
nominees, receiving the largest number of votes at the
annual meeting shall serve on the Board of Directors for a
term of three (3) years. Any remaining vacancies on the
Board of Directors then existing must also be filled for the
balance of that unexpired term. All members of the Board of
Directors must be members in good standing to serve on the
Board of Directors.
IX.
BOOKS AND RECORDS
This
corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings
of its Members, Board of Directors and committees of the
Board of Directors. This corporation shall keep at its
principal place of business a record of its Members, giving
the names and addresses of all Members. Any books, records
and minutes may be in written form or in any other form
capable of being converted into written form within a
reasonable period of time.
X.
CORPORATE SEAL
The
Board of Directors shall provide a corporate seal which
shall be in circular form similar in design to the example
noted in the margin hereof.
IX.
CHANGE OF BY-LAWS
These By-Laws may
be changed or amended at any Annual Meeting provided that
the notice of a proposed change shall have been presented to
the members in the form of a written notice at least thirty
(30) days prior to the meeting. A two-thirds (2/3) vote of
those voting shall be necessary for the adoption of any
change in, or amendment to, the By-Laws.
Adopted June 7th,
2003, with amendments, at a General Membership Meeting at
the Francis Wilson Playhouse, Clearwater, Florida.
_________________________________________
Byron Ellison,
By-Laws Committee Chairman
Little Theatre of
Clearwater, Inc.
By-Laws
Revision History
Revised, presented and amended: June 10, 1986
Revised, presented and amended: June 13, 1989
Revised, presented and amended: June 11, 1991
Revised, presented and amended: June 17, 1997
Revised, presented and amended: June 15, 1999
Revised, presented and amended: June 13, 2000
Revised, presented and amended: June 7, 2003
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