CHARTER OF THE CITY THEATRE OF INDEPENDENCE

Adopted July 1, 2013

Revised April 2015

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

ARTICLE I: OBJECTIVES AND PURPOSES

Section A: The Purposes of this Organization include:

  1. Presenting live theatre productions for the cultural education, entertainment and inspiration of the community.
  2. Fostering and developing, through shows, festivals, workshops and other appropriate means, the talents and skills of company members and other interested persons with equal opportunity for all.
  3. Engaging in and subsidizing, when appropriate, social activities designed to foster the foregoing purposes of the organization, as limited by the law, and subject to membership approval.

 

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, admission fees, gratuities and bequests.
  2. Buy or otherwise acquire, sell, or otherwise dispose of, and mortgage or otherwise hypothecate real, personal and mixed property of all kinds.
  3. In general, exercise all of the powers granted by corporate law in the State of Missouri.

 

Section C: City Theatre of Independence is a 501(c) 3 not-for-profit corporation.

  1. All funds are to be disbursed in furtherance of the objectives set forth in Article I, Sections A and B.
  2. In the event of the dissolution of this organization, all monies, properties and physical assets of the organization shall be distributed for any worthy purposes in accordance with a majority of the votes cast as a final meeting of membership called for that purpose, after final payment of all outstanding debts.

 

ARTICLE II: MEMBERSHIP

Section A: Membership in City Theatre of Independence is an equal opportunity for all upon payment of the required membership dues:

  1. The membership fee shall be set at $20 dollars.
  2. The membership term shall be one full season, from July 1 to June 30. New members joining after March 1 shall be members until the end of the following season.
  3. Upon payment of fees, members shall be given a membership card which:
    1. States the amount paid.
    2. States the date membership expires.

 

Section B: Lifetime Membership:

  1. Upon reaching lifetime member status as defined in the Policies and Procedures Manual of CTI, a lifetime member shall receive a discount on their season ticket purchases equal to the cost of membership within CTI.
  2. Lifetime members as of June 30, 2013 shall continue to receive a free season ticket.

 

Section C: Benefits of Membership:

Once the membership fee is paid:

  1. Members may purchase a season ticket for the current season with a discount equal to the cost of their membership.
  2. Members may qualify to cast votes at meetings when the following two conditions have been met within a rolling 12 month term.
  3. Attendance of a single meeting with voting rights conferred upon the following meeting, during the membership term.
  4. Participation, or the involvement in any one of the following City Theatre activities:
    • Serve as committee chair of any committee or serve as a CTI officer/board member.
    • Membership in good standing in any committee, as defined by the Policies and Procedures Manual of CTI.
    • Attendance and participation lasting one shift at any City Theatre or City Theatre supported Powerhouse fundraisers.
    • Cast in a production, working as crew, or attendance and participation in a performance in any way, lasting a combined 4 hours, with any one shift lasting at least 2 hours. The satisfaction of the four-hour requirement can be met in the following ways:
      • Set build, as confirmed by the Stage Manager, Season Production Manager, or Director of a given show.
      • Crew assistance, such as hanging lights or setting sound levels, as confirmed by the Stage Manager, Season Production Manager, Director, or the given technical designer of a given show.
      • House Manager or Box Office Manager, as confirmed by the Season Production Manager for the entire run of a given show.

 

Section D: Termination of Membership:

  1. Membership of City Theatre of Independence may be resigned at any time in writing, with resignation dated by the postmark on the letter, including a provision for removal from all mailing lists.
  2. In the event of resignation, no refund or membership fees shall be given.
  3. Lapsed members being those who go more than 30 days past expiration of a regular season/membership term, shall be retained on rolls for the purposes of mailers and invitations back to City Theater of Independence events in some capacity.

 

ARTICLE III: ORGANIZATION

Section A: Officers:

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

President:

  1. The President is responsible for the duties of their position, in accordance with the Policies and Procedures Manual of CTI, and ensures any roles not going filled are properly assumed or delegated by their respective Chairs and presides over all meetings of the board and membership.
  2. The President provides the final opinion or decision related to a discussion at any meeting of the board and membership.

Secretary:

The Secretary, in accordance with the Policies and Procedures Manual of CTI, is directly responsible for:

  1. Distributing agendas, notices, minutes, and other correspondence on behalf of CTI.
  2. Recording the minutes and attendance for all meetings.
  3. Maintaining the Charter of the City Theatre of Independence and incorporating any approved changes or additions thereto.
  4. Maintain the Policies and Procedures Manual of the City Theatre of Independence and incorporate any approved changes or additions thereto.
  5. As directed by the membership, be responsible for any statements or expressions on behalf of CTI.
  6. Maintaining files on all Company correspondence and other documents.
  7. Preparing and distributing directories, voting lists, mailing lists, and election ballots
  8. Proposing a budget for anticipated expenditures and offsetting income necessary for their position and, in conjunction with the Vice President of Production, and the Membership Chair for the upcoming season.

Treasurer:

The Treasurer, in accordance with the Policies and Procedures Manual of CTI and/or the US Financial Account Standards Board, is directly responsible for:

  1. Overseeing the Box Office Chair
  2. Maintaining the files of all financial information, correspondence, accounts and transactions of CTI, including their reconciliation and related disclosures and filings.
    1. The Treasurer shall be the Company’s representative at, and shall provide all records necessary for, audits of the Company’s financial records.
    2. The Treasurer shall be responsible for tax preparation or oversight.
  3. Collecting, maintaining and paying the invoices of CTI, record and issue checks for the expenditures of CTI approved by the board and/or company, in a timely manner.
  4. Providing documentation to donors disclosing the amount of their tax-deductible donation.
  5. Within a production, be available weekly to:
    • Provide the director, producers and other relevant managers with an ongoing accounting of expenses and budgets.
    • Issue checks for any approved expenses relating to a production or its budget.
    • Make deposits to appropriate accounts and maintain written records of all such deposits.
  6. Proposing a budget for anticipated expenditures and offsetting income necessary for their position and, in conjunction with the Vice President of Production, the Box Office Chair for the up-coming season.
  7. Proposing to the company, in April, a projected budget of anticipated expenditures and offsetting income compiled from the budgets of other officers.

Vice President of Production:

The Vice President of Production assumes or delegates the positions of:

  1. Season Production Manager
  2. Board Liaison
  3. Season Committee Chair

Vice President of Operations:

The Vice President of Operations assumes or delegates the positions of:

  1. Fundraising Committee Chair
  2. Membership Committee Chair
  3. Marketing Committee Chair
  4. Hospitality Committee Chair

 

Section B: Executive Board:

The CTI Board of Directors consists of:

  • President
  • Secretary
  • Treasurer
  • Vice President of Production
  • Vice President of Operations
  • A representative of the City of Independence

The President or Vice President of Operations shall call a special meeting of the membership as follows:

  1. When a board position is vacated
  2. When the CTI board determines a need for a meeting, such as a continuation of a regular meeting.

 

Section C: Removal from Office

The President or Vice President of Operations shall call a special meeting of the membership when a vote is called to remove an officer from office.

  • This special meeting requires a 10-day notice to all voting members, regardless of reasons.
  • A vote to remove an officer from office may only be brought once during their term for any one offense or complaint by any one member.

 

Removing an Officer for Malfeasance:

  • Requires a criminal or civil breach of duty where the officer is found guilty in criminal court or ruled against in civil court, not to include bench or summary judgments, or when an officer pleads guilty to criminal offense.
  • The motion to remove an officer for malfeasance must come from an officer and seconded by another officer.
  • The special meeting shall last no more than 35 minutes.
    1. The President or Vice President of Operations shall preside over the meeting and present the cause for the meeting. This shall take no more than 5 minutes.
    2. The subject shall have 5 minutes to address the cause of the meeting.
    3. The vote itself shall be secret ballot and voters shall have 20 minutes to cast their vote.
    4. The tallies shall be counted and results presented to the membership within 5 minutes after voting closes.
    5. The Secretary shall post minutes within 24 hours of the meeting via the most expedient means at their disposal.
  • The vote to remove an officer for malfeasance requires a simple majority to pass.
  • Officers removed for malfeasance may never again serve on the Board of CTI.

 

Removing an officer for dereliction or failure to perform.

  • The motion to remove an officer for dereliction or failure to perform may come from any member of CTI, and may be seconded by any other member of CTI. The member invoking the motion and the member seconding the motion must have demonstrable cause to remove the officer, and must provide that demonstrable cause in writing to the Secretary by the end of the same meeting where the motion is brought before the membership. The demonstrable causes will be provided to the officer in question in order to prepare a defense.
  • The special meeting shall last no more than one (1) hour.
    1. The President or Vice President of Operations shall preside over the meeting.
    2. Those bringing motion against the officer shall have 10 minutes to present their case before the membership, and the membership shall have 5 minutes total to ask questions.
    3. The officer in question shall have 10 minutes to rebut the case before the membership and the membership shall have 5 minutes total to ask questions.
    4. The vote itself shall be secret ballot and the membership shall have 20 minutes to cast their vote.
    5. The tallies shall be counted and results presented to the membership within 5 minutes after voting closes.
    6. The Secretary shall post minutes within 24 hours of the special meeting by the most expedient means at their disposal.
  • The vote to remove an officer for dereliction or failure to perform requires a two-thirds majority to pass.
  • Officers removed for dereliction or failure to perform may once again stand for election the following season and serve again on the Board of CTI. The outgoing officer cannot be appointed to serve in an elected position until the following season.

 

Section D: Vacancy

The President or Vice President of Operations shall call a special meeting of the membership when a board position is vacated. This special meeting requires a 7-day notice to all voting members.

 

Section E: Temporary Vacancy

  1. In the event any officer, with the exception of the President, is unable to serve for a period of not more than six months, the President may appoint a substitute to fulfill that member’s duties during their absence.
  2. Such appointment is subject to the concurrence of the membership at the first regular meeting following the appointment.

 

ARTICLE IV: TERMS OF OFFICE AND ELECTIONS

Section A: Officers

Officers shall serve for a term of two years from July 1 to June 30.

 

Section B: Eligibility

  1. Any voting member for two (2) consecutive years may run for any office except President. Any voting member holding a board position or committee chair for at least one (1) term may run for President.
  2. Anyone appointed to and holding a board position not meeting the requirements may run for a board position without meeting requirements.

 

Section C: Elections and Voting

  • Elections to fill the offices of President, Vice President of Production and Secretary shall be held in even numbered years.
  • Elections to fill the offices of Treasurer and Vice President of Operations shall be held in odd numbered years.
  • Nominations shall be accepted at the next to last meeting of the membership of the season. Prior to a meeting, absentee nominations may be accepted by the Secretary with the consent of the proposed nominee.
  • All voting members at the time of nomination shall be sent ballots and all voting members shall receive ONE (1) vote.
  • To be considered valid, all ballots must clearly show:
    1. The nominee or nominees
    2. The voter’s name
    3. The voter’s choice
  • Ballots shall be mailed to all voting members by the Secretary within five (5) business days of the nomination. In the event the Secretary does not have a mailing address at the time ballots must be mailed, an email to the voter and ONLY the voter shall be deemed acceptable.
    • Ballots may be returned to CTI by mail, in person at the Sermon Center, or via email to the Secretary and ONLY to the Secretary.
      • Email ballots sent to any party other than the Secretary shall be considered void.
      • All ballots must be postmarked no later than five (5) business days before the last meeting of the membership of the season.
  • Results shall be made public at the last meeting of the membership of the season. The Secretary shall send the meeting notes of this meeting within 72 hours of the meeting.

ARTICLE V: MEETINGS

Section A: Meeting Conduct

  1. Business meeting will be held regularly and Robert’s Rules of Order may be invoked when deemed appropriate by the President.
  2. Unless otherwise excused, all board members shall attend all regular and special meetings. Committee Chairs shall attend when reports on respective areas of responsibility are due or updates are announced.
  3. Any time-sensitive business can be resolved with a special meeting of the membership, and requires at least a notice of 24 hours before such a meeting is held.
  4. Anyone whose disruptions delay, with or without malice, time-sensitive business, may be asked to leave the meeting. Such an ejection requires:
    1. A motion with a second, followed by,
    2. A poll of attendees, regardless of voting status, and ejection requires a simple majority.
  5. All actions voted on in a meeting require a quorum of voting in attendance for a vote to take place, in accordance with the Policies and Procedures Manual of CTI. The President may take a poll of the attendees, regardless of voting status, to deal with production related, time sensitive issues.
  6. The meeting following elections, when new officers are installed, shall be held in July and referred to as the Transitional Meeting. Specific dates and times of meetings during the upcoming season shall be determined. Meetings shall be held throughout the year, alternating Thursdays and Saturdays to better accommodate membership schedules.

 

ARTICLE VI: CHANGES TO THE CHARTER

Changes to the Charter

  1. Changes to the charter must be introduced in a meeting through a motion and voted upon in the following meeting.
  2. Changes to the charter come into effect at the start of the following season.