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By-Laws
RCP.
Inc.
In order
to establish an organization to perform drama for the enjoyment of
the
community, provide fellowship for all people of theatrical interests, and
provide
for the education of the membership and the community to further
develop
their dramatic skills and appreciation, these by-laws are established.
CODE OF
BY-LAWS
OF THE
RUSH
COUNTY PLAYERS, INC.
Article I –
Membership
Section
1. Membership shall be open to any person,
corporation, organization, or
government
entity making written application and paying the membership fee set
forth
by the Board of Directors of the Corporation.
Section
2. The membership fee shall be established by
the Board of Directors and
set
forth in the Policies and Procedures of the Corporation.
Section
3. The Board of Directors may establish
membership levels above the
minimum
membership level set forth in the Policies and Procedures and may
include
tickets and other benefits to such membership levels.
Article II
– Rights of Membership
Section
1. Upon dissolution, after all debts and
liabilities of the Corporation shall
have
been paid, the remaining property and assets of the Corporation shall be
distributed
by the Board of Directors to a Rush County non-profit organization
to
promote the arts.
Section
2. The private property of the members shall
be exempt from execution of
other
liability for the debts of the Corporation and no member shall be
individually
liable or responsible for any debts or liabilities of the Corporation.
Section
3. Each member shall be entitled to one vote
and no more upon each
matter
submitted to a vote of the membership.
Article
III – Meeting of Members
Section
1. The annual meeting of the Corporation
shall be between August 1 and
September
30 of each calendar year.
Section
2. Notice of the annual meeting shall be
provided to all members at least
ten
(10) days but not more than sixty (60) days prior to the date of said meeting.
Section
3. Ten (10) percent of the membership shall
constitute a quorum.
Section
4. The annual meeting my also serve as the
recognition dinner, if awards
are
to be given.
Article IV
– Board of Directors
Section
1. The affairs of the Corporation shall be
managed by a board of twelve
(12) directors which shall exercise all powers of the Corporation,
except as are by
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By-Laws
RCP.
Inc.
law
or by the Articles of Incorporation, or by these By-Laws, conferred upon or
reserved
to the members.
Section
2. Any person having paid dues shall be
eligible to serve as a director. Any
member
who is not a natural person shall not be eligible to serve as a director and
may
not designate a representative to serve in its stead.
Section
3. Members shall be notified by the February
and April RCP Newsletters
of
board seats up for consideration in June, and invited to submit their own
name
for consideration if interested, or to nominate any other member they
desire
by May 15. Board members will be invited to present their own choices at
the
May meeting, with their deadline also being May 15. Following the May 15
deadline,
the secretary shall prepare a ballot listing the names of all those
nominated
in alphabetical order.
3-a.
At the June meeting, Board members will be invited to discuss the
qualities
of all nominees, after which a secret written vote will be taken
and
tabulated by three (3) board members present, as designated by the
president.
3-b.
Those nominees receiving the highest number of votes will be “slated”
by
the board, and contacted to see if they are willing to serve. The
ballot
will be filled by gaining consent-to-serve from those receiving the
highest
number of votes in descending order.
3-c.
The final ballot will be sent to all members with a “write-in” space
provided,
and may be included in the June newsletter. The ballot shall
include
the names of those nominees slated and the following
statement.
“The following persons have been nominated to serve a
three
year term on the Rush County Players Board of Directors. Please
return
your ballot by June 25, writing in any name you wish. If you do
not
return this ballot by the deadline, the Board will assume your
approval
of the proposed slate of nominees.”
Section
4. Directors shall be elected by ballot
mailed by the Board of Directors to
all
members in good standing in June of each calendar year. Ballots shall be
tabulated
by the Committee on Nominations. Directors shall serve a three (3)
year
term.
Section
5. Terms shall be staggered so that four (4)
directors shall be elected every
year.
Section
6. Elected directors shall not succeed
themselves and may not appear on a
ballot
or be appointed to the Board until one (1) operating year has expired since
they
left the Board.
Section
7. The Board of Directors shall have the
power to fill any vacancy that may
occur.
Any member in good standing, that does not conflict
with Section 6
above,
may be appointed to fill such vacancy.
Section
8. The Board of Directors shall meet at the
call of the President, but not
less
than monthly.
Section
9. Except as outlined in Section 10 below, in
order to remove a director
from
the Board during the director’s term, a member must bring written charges
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By-Laws
RCP.
Inc.
against
the director, which charges may allege specific facts constituting
incompetence
of the director to such extent that the director is unable to perform
the
duties as a director or specific facts alleging that the director acted or
failed to
act
in a matter involving the Corporation, and that the director knew, or in the
exercise
of reasonable care should have known, at the time of said action or
omission
that the said action or omission was adverse to the interests of the
Corporation.
The Board of Directors shall meet not sooner than fifteen (15) days
nor later than sixty
(60) days after receipt of written charges and the director
charged
shall be given an opportunity to present evidence on the charges and to
be
heard on the matter both personally and by counsel. Action to dismiss the
charges
or remove the director must be taken at such meeting, with a majority of
the
Directors making a quorum.
Section
10. A director that misses more than three (3)
meetings per operating year
may
be removed as director by a quorum as stated in Section 11 below.
Section
11. A majority of the Board of Directors
present at any properly called
meeting
shall constitute a quorum. The act of the majority of the directors
present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section
12. No director shall be compensated in any
manner for their service to the
Corporation.
They shall be reimbursed for out-of-pocket expenses incurred while
performing
duties for the corporation, if approved by the Board of Directors.
Article V –
Officers
Section
1. The officers of the Corporation shall be
president, vice-president,
secretary
and treasurer.
Section
2. The officers shall be elected by all
directors at their first meeting after
the
director election is concluded.
Section
3. The president shall be an experienced
Board member either by a
previous
term on the Board or at least the second year of their first term. The
president
shall preside at meetings of the Board of Directors and the Corporation
annual
meeting. The president shall perform all duties incident to the office of
president
and such other duties as may be prescribed by the Board of Directors.
Section
4. The vice-president shall preside over the
meetings in the absence of the
president.
The vice-president shall serve as an ex-officio member of all
committees.
The vice-president shall perform such other duties that may be
assigned
by the Board of Directors.
Section
5. The secretary shall handle such
correspondence handed over by the
treasurer
or webmaster and keep the minutes of each meeting.
Section
6. The treasurer shall be responsible for all
Corporation funds. The
treasurer
shall pay all expenses in accordance with policy in a timely manner,
make
deposits when necessary and keep an itemized account of all financial
matters.
A financial report shall be made each month and a yearly report shall be
provided
at the annual meeting.
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By-Laws
RCP.
Inc.
Section
7. The treasurer and the president shall be
authorized to sign Corporation
checks,
though only one (1) signature is necessary to make the check valid. The
treasurer
or designee shall be authorized to use Corporation credit cards.
Article VI
– Standing Committees
Section
1. The president may appoint the members of
all committees of the
Corporation.
Such members may be Directors or any other member in good
standing.
Section
2. The standing committees shall be
Membership, Nomination,
Production,
Public Relations, Hammy Awards, Blue Ribbon, Building and
Historical.
Section
3. The president may establish, with the
consent of the Board, other
committees
for short or long term purposes.
Article
VII – Presentation of Plays
Section
1. The Board of Directors shall retain
continuous approval and or
selection
of the play, place and dates of presentation, admission price, the play
director
and the production budget, subject to review each month.
Section
2. All plays shall be regulated by the Policies
and Procedures established by
the
Board of Directors.
Article
VIII – Operating Year
The
operating year of the Corporation shall be August 1 to July 31.
Article IX
– Not-For-Profit Status
This
Corporation is a public benefit not-for-profit corporation as defined in the
Indiana
Code, Title 23, Article 7, Chapter 1.1, Sections 1-65 (23-7-1.1-1 to
23-7-1.1-65),
and
further by the Internal Revenue Code under Section 501 (c) (4).
Article X –
Amendments
These
by-laws may be amended at any regularly scheduled meeting of the Board of
Directors
by a two-thirds (2/3) vote of all directors, provided notice of the proposed
changes
is provided twenty (20) days prior to the meeting date to all directors. Such
action
shall
be subject to the approval of the members present at the annual meeting.
Article XI
– Parliamentary Procedure
Robert’s
Rules of Order, Revised shall govern this organization in all cases to which
they
are applicable and insofar as they are not inconsistent with these By-Laws.