CHARTER OF THE CITY THEATRE OF INDEPENDENCE

Adopted June 30, 2017

The name of this organization shall be City Theatre of Independence. It is a membership driven, 501(c)(3) not-for-profit corporation organized as City Theatre, Inc., also referred to as CTI.

Our mission is to culturally enrich the community through their participation in the development, advancement, and maintenance of a resident theatre company in Independence, Missouri.

ARTICLE I: OBJECTIVES AND PURPOSES

Section A: The purposes of City Theatre of Independence include:

  1. Presenting live theatre productions for the education, entertainment, and enrichment of the community;
  2. Fostering and developing, through theatrical productions and other means, the talents and skills of company members and other interested persons providing equal opportunity for all; and
  3. Engaging in ancillary activities designed to promote the purposes of this organization.

Section B: In the furtherance of these objectives, and in accordance with the powers conferred by its Certificate of Incorporation, City Theatre of Independence may:

  1. Collect membership dues, admissions, donations, grants, and bequests;
  2. Acquire, sell, dispose of, and/or mortgage real, personal, and any other property;
  3. Disburse all funds to further the objectives and purposes of this organization, and
  4. Exercise the rights of corporate law in the State of Missouri.

ARTICLE II: MEMBERSHIP

Section A: Membership in City Theatre of Independence is available upon payment of the required dues.

  1. The membership dues shall be set annually by the membership. Apprentice membership (17 years of age and under) shall be set at half that amount.
  2. Membership shall be made available for purchase at all CTI functions and events.
  3. The membership term shall be one full season, from July 1st to June 30th. Individuals joining after May 1st shall be members until the end of the following season.
  4. Upon payment of dues, members shall be given necessary membership information, a membership card which states the amount paid and the date membership expires.
  5. Membership renewal is payable within 60 days after expiration.

Section B: Benefits of Membership. Once the membership dues are paid:

Once the membership dues are paid:

  1. Members may purchase one (1) season ticket for the current season with a discount of 50 % of their annual membership dues;
  2. Members shall be qualified to vote when all the following conditions have been met within a rolling twelve-month calendar:
    1.  Attendance at two (2) business meetings (members may vote at their second meeting); and
    2. Participation in a recognized CTI activity, such as:
      • i. Participate in one (1) of CTI’s Mainstage productions as:
        • (1.) Cast/Performer, or
        • (2.) Production Staff/Designer/Running Crew, or
        • (3.) Combined crew/staff assistance totaling four
        • (4) hours as confirmed by the Season Production Manager (e.g.: hanging lights, setting sound levels, constructing/assembling scenery, etc.);
      • ii. Be a member of any CTI committee or the Board of Directors and fulfill the duties and requirements as defined by the Policies and Procedures Manual;
      • iii. Work one full shift at any CTI or Powerhouse Fundraiser; or
      • iv. Work as the House Manager or Box Office Assistant for the entire run of a given show.

Section C: Lifetime Membership.

  1. Upon reaching lifetime member status as defined in the Policies and Procedures Manual of CTI, a member shall receive a discount on their season ticket purchase equal to 50 % of the annual membership dues.
  2. Lifetime members as of June 30, 2013, shall continue to receive one (1) free non-transferrable season ticket; and
  3. Active lifetime members must meet the voting requirements of membership.

Section D: Termination of Membership.

  1. Membership in City Theatre of Independence may be resigned at any time;
  2. In the event of resignation, no refund of dues shall be given;
  3. City Theatre of Independence reserves the right to revoke membership with just cause or action upon review and a 2/3 majority vote of the voting membership in attendance; and
  4. Resigned or lapsed members will be retained on the mailing list unless removal is requested.

ARTICLE III: ORGANIZATION

Section A: Board of Directors.

The Board of Directors consists of:

  • President;
  • Vice President of Operations;
  • Vice President of Production;
  • Vice President of Development;
  • Treasurer;
  • Secretary; and
  • Designated Representative of the City of Independence.

Section B: Officers.

The officers of this organization shall be elected and consist of:

  1. The President, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:
    1. Overseeing the operations of the company;
    2. Presiding over meetings of the Board of Directors;
    3. Presiding over business meetings;
    4. Appointing ad hoc committee chairpersons;
    5. Being a delegate to the Powerhouse Theatre Foundation; and
    6. Serving as the company’s spokesperson.
  2. The Vice President of Operations, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:
    1. Assuming, delegating, and/or overseeing the positions of:
      • i. Special Events Committee Chair who:
        • (1) Solicits members to serve on the committee, and
        • (2) Facilitates:
          • (a) Arts and Craft food booth;
          • (b) Dinner Theatre nights;
          • (c) Powerhouse Theatre Foundation fundraisers; and
          • (d) Season Banquet.
      • ii. Membership Committee Chair who:
        • (1) Solicits members to serve on the committee;
        • (2) Maintains a record of points earned toward Lifetime Membership;
        • (3) Coordinates with Box Office Chair to sell season tickets; and
        • (4) Organizes:
          • (a) Membership drives and renewals, and
          • (b) Open House events.
      • iii. Playwright Festival Committee Chair who:
        • (1) Solicits members to serve on the committee;
        • (2) Solicits short one-act plays for submission;
        • (3) Vets submissions according to guidelines; and
        • (4) Oversees:
          • (a) Selecting of plays for performance at festival;
          • (b) Securing directors for festival plays; and
          • (c) Running of the festival operations.
    2. Presiding over meetings of the board or business meetings in the absence of the President; and
    3. Serving on the Board of Directors of CTI .
  3. Vice President of Production, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:
    1. Overseeing and resolving problems related to productions;
    2. Assuming, delegating, and/or overseeing the positions of:
      • i. Board Liaison for individual productions for the season;
      • ii. Hospitality Committee Chair who:
        • (1) Solicits members to serve on the committee, and
        • (2) Oversees:
          • (a) Concessions, and
          • (b) House management.
      • iii. Season Committee Chair who:
        • (1) Solicits members to serve on the committee, and
        • (2) Oversees:
          • (a) Consideration of plays for production;
          • (b) Selection of plays two years in advance;
          • (c) Development of production budget for season two years in advance;
          • (d) Deliberation of director applications, including:
            • (i) Solicitation;
            • (ii) Review;
            • (iii)Interview;
            • (iv)Selection, notification, and confirmation of directors.
    3. Coordinating operations with Season Production Manager; and
    4. Serving on the Board of Directors of CTI .
  4. Vice President of Development, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:
    1. Assuming, delegating, and/or overseeing the positions of:
      • i. Marketing Committee Chair who:
        • (1) Solicits members to serve on the committee, and
        • (2) Facilitates:
          • (a) Notification of season auditions;
          • (b) Solicitation of advertising for the playbill;
          • (c) Development of public service announcements and promotional materials;
          • (d) Promotion of ticket sales;
          • (e) Maintenance/updates to website;
          • (f) Development of media/social media campaigns;
          • (g) Creation/development of publicity opportunities; and
          • (h) Production playbill preparation and printing.
      • ii. Fundraising Committee Chair who:
        • (1) Solicits members to serve on the committee, and
        • (2) Oversees:
          • (a) Soliciting of donations;
          • (b) Investigating and writing grants; and
          • (c) Partnering with community businesses.
    2. Serving on the Board of Directors of CTI.
  5. Treasurer, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:
    1. Overseeing the Box Office Chair who:
      • i. Solicits members to serve on the committee, and
      • ii. Coordinates:
        • (1) Season ticket sales with Membership Chair;
        • (2) Maintenance of web sales; and
        • (3) Box office sales at performances.
    2. Maintaining the files of all financial information, correspondence, accounts, and transactions of CTI, including their reconciliation and related disclosures and filings;
      • i. Shall be CTI’s representative and shall provide all records necessary for audits of City Theatre of Independence’s financial records.
      • ii. Shall be responsible for tax preparation and oversight.
    3. Paying approved CTI expenses in a timely manner;
    4. Providing documentation to donors of their contributions;
    5. Coordinating with the director of a production to:
      • i. Provide an ongoing accounting of expenses and budgets;
      • ii. Issue checks for approved expenses; and
      • iii. Reallocate monies, if needed, within the overall production budget.
    6. Proposing a projected budget for the next fiscal year in April; and
    7. Serving on the Board of Directors of CTI .
  6. Secretary, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:
    1. Distributing agendas, notices, and other correspondence on behalf of CTI;
    2. Recording and distributing the minutes and attendance for all meetings;
    3. Maintaining the CTI Charter and incorporating any approved changes;
    4. Maintaining the Policies and Procedures Manual and incorporating any approved changes;
    5. Making written statements and/or expressions on behalf of City Theatre;
    6. Maintaining files on CTI correspondence;
    7. Preparing and/or distributing directories, election ballots, and other documents as necessary; and
    8. Serving on the Board of Directors of CTI .

Section C: Removal from Office.

  1. An officer can be removed from office for:
    • a. Malfeasance.
      • i. Requires a criminal or civil breach of duty where the officer is found guilty in criminal court, ruled against in civil court, bench or summary judgments, or when an officer pleads guilty to a criminal offense.
      • ii. The motion to remove an officer for malfeasance may come from any voting member of CTI. A second is required for the motion to proceed. The motion to remove must be tabled immediately for a special meeting to be scheduled within thirty (30) days.
      • iii. The vote to remove an officer for malfeasance requires a simple majority of voting members in attendance.
      • iv. An officer removed for malfeasance may never again serve on the board of City Theatre of Independence.
    • b. Dereliction or Failure to Perform.
      • i. The motion to remove an officer for dereliction or failure to perform may come from any voting member of CTI. A second is required for the motion to proceed. The motion to remove must be tabled immediately for a special meeting to be scheduled within thirty (30) days.
      • ii. The member bringing the motion must have demonstrable cause to remove the officer, and provide the evidence in writing to the President or the Vice President of Operations when the motion is brought before the membership. This material will be provided to the subject of the motion.
      • iii. The vote to remove an officer for dereliction or failure to perform requires a simple majority of the voting members in attendance.
      • iv. Officers removed for dereliction or failure to perform may not serve and cannot be appointed to any office or chair position until twelve (12) months have elapsed after removal.
  2. The President or Vice President of Operations shall call a special meeting of the membership within thirty (30) days when a motion is made to remove an officer.
    • a. This special meeting requires a minimum of 10-days notice to all voting members:
      • i. The President or the Vice President of Operations shall be designated Chair for the Special Meeting.
      • ii. The Secretary or designated company member shall act as Scribe to the Special Meeting.
    • b. The Special Meeting for Removal of an Officer shall not conduct any unrelated business. Should the motion to remove receive a simple majority, the nomination and election to fill the vacated office may take place immediately.
    • c. A motion to remove an officer may only be brought once during their term for any one offense or complaint by any one member.

Section D: Vacancy

  1. In the event an officer, other than the President, is unable to serve for a period, the President may appoint a substitute to fulfill that member’s duties during their absence.
  2. In the event the President is unable to serve; the Vice President of Operations assumes the responsibilities of the President and appoints their successor.
  3. All such appointments are subject to the approval of the membership at the next business meeting.

ARTICLE IV: TERMS OF OFFICE AND ELECTIONS

Section A: Eligibility

  1. For President, a member must have been a voting member for three (3) consecutive years and must have served two (2) years on the Board of Directors.
  2. For Vice President, a member must have been a voting member for two (2) consecutive years and must have served on any two (2) CTI Committees.
  3. For Treasurer or Secretary, a member must have been a voting member for two (2) consecutive years.
  4. Nominations, with the consent of the proposed nominee, shall be accepted at the April membership meeting.
  5. Prior to the April membership meeting, absentee nominations, with the consent of the proposed nominee, may be accepted by the Secretary.

Section B: Elections and Voting

  1. Ballots shall be mailed to all voting members by the Secretary within five (5) business days of the April membership meeting. In the event no mailing address is on file with CTI, an email to the voter and ONLY the voter shall be deemed acceptable.
  2.  A valid ballot must clearly show:
    • a. The name(s) of the nominee(s);
    • b. The office being voted upon; and
    • c. The voter’s selection/choice.
  3. All voting members shall be allowed one (1) ballot.
  4. Ballots may be returned by mail or in person to the Sermon Center. Email ballots must be printed out and returned in person to the Sermon Center. Ballots will be tabulated by a designated Sermon Center Supervisor.
  5. All ballots must be returned or postmarked no later than May 31.
  6. Results of the vote shall be made public at the June membership meeting.

Section C: Terms of Office

  1. Officers shall serve for a term of two (2) years from July 1 to June 30.
  2. Elections to fill the offices of President, Vice President of Production and Secretary shall be held in even numbered years.
  3. Elections to fill the offices of Treasurer, Vice President of Operations and Vice President of Development shall be held in odd numbered years.

ARTICLE V: MEETINGS

  1. All Meetings shall be conducted in accordance with Robert’s Rules of Order.
  2. For the purpose of conducting company business, a quorum shall be defined as nine (9) voting members.
  3. The President or Vice President of Operations shall call a special meeting of the membership as follows:
    • a. When a board position is resigned or otherwise vacated; or
    • b. When a vote for removal from office has been moved and seconded; or
    • c. When the CTI board determines a need for a meeting, such as continuation of a regular meeting.

ARTICLE VI: CHANGES TO THE CHARTER

  1. Changes to the Charter must be introduced at a regularly scheduled business meeting of the membership and shall be voted on at the next business meeting.
  2. A copy of the proposed Charter change(s) must be made available to the membership.
  3.  Approved/Adopted changes to the Charter take effect at the start of the next season.

ARTICLE VII: DISSOLUTION

In the event of the dissolution of this organization, and after final payment of all outstanding debts, all monies, properties, and physical assets of the organization shall be distributed as follows:

  1. 50% contributed to Powerhouse Theatre Foundation; and
  2. 50% contributed to 501(c)(3) organization(s) of like purpose as determined by a final vote of the membership.