BYLAWS OF CITY THEATRE, INC

Adopted  6/14/2025

ARTICLE I NAME

Section 1: The legal name of this organization is City Theatre, Inc. It is a Missouri Not-For-Profit corporation with an IRS 501(c)3 designation.

Section 2 The name to be used in all public and private media and communications when events / productions are produced in the city limits of Independence is City Theatre of Independence, when events happen outside the city limits City Theatre Inc. will be used. The only authorized shortening of the name shall be “CTI”.

ARTICLE Il – OBJECTIVES AND PURPOSES

Section 1: The purposes of this organization are:

• To Present live theatre productions for the education, entertainment, and enrichment of the community.
• To Cultivate talents, aptitudes, and skills within the community by providing an opportunity through participation in theatrical productions.
• To Engage in ancillary activities designed to promote the purposes of this organization.
• To Provide an equal opportunity for all.Section 2: In the furtherance of these objectives, and in accordance with the powers conferred by its Certificate of Incorporation, City Theatre, Inc., may collect membership dues, admission fees, gratuities, and bequests; may buy or otherwise acquire, sell, or otherwise dispose of and mortgage or hypothecate real, personal, and mixed property of all kinds; and may, in general, exercise all of the powers granted by corporate law in the State of Missouri.

Section 3: City Theatre, Inc., is a not-for-profit corporation. No member of the organization shall profit in any tangible way from the activities. All funds are to be disbursed in furtherance of the objectives set forth in ARTICLE Il, Section 1.

Section 4: City Theatre, Inc., is nonpolitical in character and should not engage in political activities of any nature.

ARTICLE III – MEMBERSHIP

Section 1: Any person of any age, race, creed, color, or sex may become a member of City Theatre, Inc. upon payment of the required membership dues as determined by the Board of Directors (Board). Membership expires one year after purchase and will be tracked using the current point of sale platform.

Section 2: Membership classifications shall be Member and Lifetime Member

Section 3: Members whose dues are paid and current shall be able to vote on all matters acted upon by the general membership at scheduled or specially called meetings.

Section 4 : The executive board will decide membership fees and will be reviewed biannually and be published in CTI Policies and Procedures.

Section 5: Termination of Membership

1.   Membership shall be considered terminated if the member resigns or fails to renew. Membership dues will not be refunded due to voluntary resignation.
2. An individual’s membership (annual or lifetime) may be revoked by a majority vote of the board of directors. Upon such revocation, the members’ dues for the current year will be refunded pro rata, and notice of the revocation will be sent to the individual.
3. Members who have membership revoked are not eligible candidates for board positions an are ineligible to vote for one fiscal year.

Section 6: Membership (Annual and Lifetime)  in Good Standing for City Theatre of Independence

To ensure the smooth operation and success of the City Theatre of Independence, it is essential to establish clear guidelines for what constitutes a member in good standing. These rules help maintain the integrity and collaborative spirit of our community.

Membership Dues and Fees

1. Timely Payment: Members must pay all dues, fees, and any other financial obligations by the specified deadlines.
2. Fee Structure: The Board of Directors shall establish the fee structure, which may be reviewed and adjusted annually.

Attendance and Participation

Event Participation: Participate in at least one theatre production or event each year, whether performing, crew work, set building or front of house operations. Participation will be tracked using the current point of sale system (Ludus 2025-2026).

Code of Conduct

1. Respect and Collaboration: Members must treat fellow members, staff, and patrons with respect and foster a collaborative environment. Members speak of the company in a positive light, encouraging others to respect and collaborate with CTI.
2. Professionalism: Maintain a professional demeanor in all theatre-related activities and interactions.
3. Conflict Resolution: Address any disputes or disagreements through the Vice President of Operations, who is the company’s Human Resources Liaison. If the VPO is involved in the dispute or disagreement, the President will take on this role.
4. Respect the Board of Directors: All members are expected to respect the officers and directors and will not act on any item pertinent to City Theatre of Independence business unless directed to by an Executive Officer.

Communication

1. Contact Information: Keep personal contact information up to date with the membership chair to ensure receipt of all communications.
2. Engagement: Respond promptly to theatre-related communications and participate in surveys or inquiries when requested.

Contribution to the Theatre’s Mission

1. Support: Uphold and promote the theatre’s mission and values in all activities.
2. Advocacy: Serve as an advocate for the theatre within the wider community, however, this does not make individual Members an official spokesperson for the company.

Compliance with Policies

1. Adherence: Follow all theatre policies and procedures as outlined by the Board of Directors.
2. Updates: Stay informed of any changes to policies or bylaws and comply with them accordingly.

Consequences for Non-Compliance

1. Review Process: Members not meeting the criteria for good standing may undergo a review process by the Membership Committee.
2. Probation: Members may be placed on probation with specific requirements to regain good standing.
3. Termination: Continued failure to comply with these bylaws may result in membership termination, subject to a review and final decision by the Board of Directors.

By adhering to these rules, members contribute to a thriving and supportive community at the City Theatre of Independence. These guidelines aim to foster a cooperative environment while ensuring the theatre’s continued success and positive impact on the community.

 ARTICLE IV – BOARD OF DIRECTORS

Section 1: Duties and Powers

• Managing all business of City Theatre, Inc.
• Nominate officers and Board Members-at-large to fill vacancies pursuant to the provisions of Sections 4 and 5 of this Article.
• Make all rules and regulations which they deem necessary and proper for governing the Corporation and its properties, as well as for the due and orderly conduct of the affairs of the Corporation.
• Appoint and/or hire such employees and/or agents as may be necessary to conduct business of the Corporation.
• Formulate an annual budget for membership approval.
  1. Make special appropriations as deemed necessary for the efficient maintenance of the Corporation.
  2. Set both short- and long-range objectives to accomplish their stated purpose(s).

Section 2: Officers

• The Executive Officers of the Company shall be: President, Vice-President of

Operations, Vice-President of Production, Treasurer, and Secretary. The responsibilities of each office will be as delineated in CTl Policies and Procedures.

• The Executive Officers and the Board Members-at-large will be elected by the membership.
• Board Members-at large are responsible to the Executive Officers of the Board of Directors and serve on committees or task forces and complete special assignments and perform other duties as assigned.
• Day-to-day management of the company and its business shall be conducted by the elected officers.

Chain of Command and Officer Unavailability

• The President shall serve as the chief executive officer of the Company and shall have general supervision and authority over the affairs of the Company, subject to the authority of the Board of Directors.
• In the absence, incapacity, or unavailability of the President, the Vice President of Operations shall assume the duties and authority of the President on an interim basis and shall be empowered to act on behalf of the Company in all operational and administrative matters until the President resumes duties or the Board of Directors takes formal action.
• In the absence, incapacity, or unavailability of both the President and the Vice President of Operations, the Vice President of Production shall assume the administrative and operational authority necessary to ensure continuity of Company business and shall act in an interim leadership capacity until such time as an Executive Officer resumes duties or the Board of Directors provides direction.
• The Vice President of Production, when acting in this interim capacity, shall be authorized to carry out administrative functions, coordinate operations, and implement previously approved policies, but shall not materially alter strategic direction, financial commitments, or contractual obligations without Board approval.
• The Treasurer and Secretary shall continue to perform their respective duties and shall support the acting executive officer as required.
• Board Members-at-Large shall report to the acting executive officer in accordance with this chain of command and shall carry out assignments, committee work, and special projects as directed.
• No officer, board member, or committee may act independently on behalf of the Company outside the scope of authority established by this chain of command.

Section 3: Number of Directors and Dismissal

• The number of Directors constituting the Board of Directors shall be no less than six (6) and no more than fifteen (15).
• Any Director missing three (3) consecutive board meetings may be removed from the Board. Any exceptions to this rule will be made by the Board.
• Any Director may be removed from the Board by a unanimous vote of all the remaining Directors.

Section 4: Elections

• Directors shall serve for a term of two (2) fiscal years. No person shall serve more than three (3) consecutive terms in the same position. And may be re-elected after a period of one year’s absence from the Board. If no one else is available, an officer who has reached the three-year term limit may serve another term if they are willing.

1.     Elections to fill the offices of President, Vice President of Production, and Secretary shall be held in even numbered years.
2.     Elections to fill the offices of Treasurer, Vice President of Operations  shall be held in Odd numbered years.
3.     Executive Officers may not serve more three (3) consecutive terms in the same position.
4.     Elections for Directors joining the Board mid-term shall be held concurrent with those officers elected for the fiscal year instant. The term in which they join the Board shall be counted as their first term for purposes of subsequent election eligibility.

• Directors shall be elected by an affirmative vote of a majority of the members’ votes cast and assume office on the first day of the following fiscal year.
• Election of Directors joining the Board mid-term: a.) to fill vacancies or b.) as new appointments to the Board by the Executive Officers, will be by a majority vote of the Board of Directors.
• Voting may be accomplished by any means and methods, or combinations thereof, approved by the Board and published in CTI Policies and Procedures.

Section 5: Vacancies

• Any vacancy occurring on the Board shall be temporarily filled by the Board for the remainder of the vacated unexpired term
• An affirmative majority vote of the Directors is required to fill a vacancy. This vote shall take place during a meeting at which a quorum is present. Directors so appointed shall immediately be entitled to all the rights, privileges, and responsibilities of Directorship.

 Section 6: Meetings and Quorum

• The Board should meet no more than 14 business days after the closing of each production (5 meetings annually) unless extenuating circumstances force the meeting to be outside of those perimeters. Special meetings may be called by the President or at least five (5) Directors upon five (5) days written notice to other members of the Board.
• The number of Directors necessary to constitute a quorum shall be one (1) more than half the members of the Directors serving.
• Manner of Acting: The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Each Director shall have one vote.

ARTICLE V – COMMITTEES

Section 1: Standing Committees

• The Company may have the following standing committees: Development (Marketing, Fundraising, Special Events, Membership, Volunteers & Governance), Finance, Season Selection, Director Selection, Education and Nominating.
• The Vice-President of Operations may appoint chairpersons for the Development Committee.
• The Vice-President of Production may appoint chairpersons for and oversee the activities of the Season Selection Committee and Director Selection Committee.
• The President may appoint the chairpersons for, and oversee the activities of, the Education, Nominating, and Governance committees.
• The Treasurer may appoint a chairperson for the Finance Committee.
• Committees can be co-chaired with approval of an Executive Director.

Section 2: Ad Hoc Committees

Ad Hoc committees may be created as needed by a majority vote of the Directors. An Ad Hoc committee may be chaired by any member of the company as appointed by the President.

ARTICLE VI – MEETINGS

Section 1: The Annual Meeting of the general membership shall be held annually in a location designated by the Board. The meeting shall be called for the transaction of such other business as may properly be brought before the membership.

Section 2: Special Meetings of the general membership may be called by the President and are subject to the requirement of appropriate notice as specified in CTI Policies and Procedures. The President may  be obligated to call a special meeting upon request of a majority of the officers, or upon the receipt of a petition signed by at least ten members of the general membership.

Section 3: All Meetings shall be conducted in accordance with Robert’s Rules of Order.

Voting by Proxy

Any member may appoint a proxy to vote or otherwise act for the member by signing a Proxy Form. Permission must be in writing.

•         An appointment of a proxy shall be considered valid and effective when it is received by the officer or agent authorized to tabulate votes, An appointment is valid for eleven (11) months unless a shorter or longer period is expressly provided in the appointment form, but no proxy shall be valid for more than three years from the date of the appointment’s execution.
•         An appointment of a proxy is revocable by the member.
•      

ARTICLE VII – CHANGES TO THE BYLAWS

Section 1: Method of Amending

Amendments to these Bylaws may be proposed by any member. They shall be submitted in writing by the sponsoring member to the Governance Committee.. The Governance Committee can review and propose changes to the Board of Directors. If approved by a majority vote, a special membership meeting will be held for final approval.  

Section 2: Adoption

These Bylaws may be amended, pursuant to the provisions of Section 1, by the two-thirds affirmative vote of the general membership voting at an annual or special meeting at which there is a quorum present, provided that written notice of the proposed action was provided to the members at least ten (10) days prior to said meeting.

Section 3: Quorum

The number of members necessary to constitute a quorum shall be a simple majority.

ARTICLE VIII – INDEMNIFICATION

City Theatre, Inc. shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such an indemnified person.

This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article that adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions that occurred at any time prior to such amendment or repeal.

42 U.S. Code S 139 is included herein by reference.

ARTICLE IX – DISSOLUTION

In the event of the dissolution of this organization, and after final payment of ail outstanding debts, all monies, properties, and physical assets of the organization shall be distributed equally: 50% contributed to the Powerhouse Theatre Foundation and 50% contributed to 501(c)(3) organization(s) of like purpose as City Theatre, Inc. and shall be determined by a final vote of the membership.