BY-LAWS OF CITY THEATRE OF INDEPENDENCE
Adopted August 8, 2020
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) tax status.
Section 2: The name to be used in all public and private media and communications is “City Theatre of Independence.” The only authorized foreshortening of the name shall be “CTI.”
ARTICLE II – 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, and
- 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 II, Section 1.
Section 4: City Theatre, Inc. is nonpolitical in character and shall 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). The membership term shall be one fiscal year, from July 1 to June 30. Membership dues are due and payable by July 1st.
Section 2: 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 3: Amounts and manner of payments of dues, types of membership, and membership identification, and the manner of membership renewal will be established by the Membership Committee and be published in CTI Policies and Procedures.
Section 4: Termination of Membership
- Membership shall be considered terminated if the member resigns or fails to renew. Membership dues will not be refunded due to voluntary resignation.
- An individual’s membership may be revoked by a ¾ majority vote of the membership at a scheduled Membership meeting. Upon such revocation, the member’s dues for the current year will be refunded pro rata.
Section 5: Membership classifications shall be Member and Lifetime Member.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Duties and Powers
- Manage all business of City Theatre, Inc.
- Nominate officers and 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.
- Make special appropriations as deemed necessary for the efficient maintenance of the Corporation,
- Set both short- and long-range objectives to accomplish their stated purpose(s).
Section 2: Officers
- The officers of the Company shall be: President, Vice-President of Operations, Vice- President of Production, Vice-President of Development, Treasurer, and Secretary. The responsibilities of each office will be as delineated in CTI Policies and Procedures.
- The officers will be elected by the membership.
- Day-to-day management of the company and its business shall be conducted by the elected officers.
Section 3: Number of Directors and Dismissal
- Only members in good standing shall be members of the Board of Directors.
- The number of Directors constituting the Board of Directors shall be no less than six (6) and no more than fifteen (15), including officers, as well as ex-officio members as the Board may designate.
- Any Director missing three (3) consecutive board meetings shall be removed from the Board. Any exceptions to this ruling 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) years, from July 1 to June 30. No person shall serve more than three (3) consecutive terms and may be re-elected after a period of one year’s absence from the Board. 1. 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, Vice President of Operations, and Vice President of Development shall be held in odd numbered years.
- Officers may not serve more than two (2) terms in the same position.
- 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.
- 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.
- Approval of this appointment will be required at the next meeting of the General Membership.
Section 6: Meetings and Quorum
- The Board shall meet monthly. 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 Board. Each Director shall have one vote.
ARTICLE V – COMMITTEES
Section 1: Standing Committees
- The company shall have the following standing committees: Finance, Governance, Season Selection, House (Box Office, Hospitality), Membership/Volunteers, Marketing, Fund Raising, Special Events, Playwright Festival, and Nominating.
- The Vice-President of Operations shall appoint chairpersons for, and oversee the activities of, the Special Events, House (Box Office, Hospitality), and Membership/Volunteers committees.
- The Vice-President of Production shall appoint chairpersons for, and oversee the activities of, the Season Selection and Playwright Festival committees.
- The Vice-President of Development shall appoint chairpersons for, and oversee the activities of, the Marketing, Fund Raising, and Nominating committees.
- The President shall appoint the chairpersons for, and oversee the activities of, the Finance and Governance committees.
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 each June in a location to be designated by the Board. The meeting shall be called for election of Directors and 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 shall 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.
Section 4: Voting by Proxy
- Any member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. Proxy 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.
- Board of Directors may not vote by proxy.
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, which shall act upon each in accordance with CTI Policies and Procedures.
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 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 nine (9).
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 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 which 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 which occurred at any time prior to such amendment or repeal.
42 U.S. Code § 139 is included herein by reference.
ARTICLE IX – 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 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.