Bylaws of Chazy Music Theatre
The following amended bylaws of Chazy Music Theatre were accepted by a two-thirds vote of the general membership on Wednesday, June 22, 2005.
ARTICLE I - NAME AND PRINCIPAL OFFICE
CHAZY MUSIC THEATRE
MISSION STATEMENT
Chazy Music Theatre (CMT) is a voluntary not for profit association of persons. The purposes of the Association shall be to further the education of and provide high quality and affordable entertainment to its members and the community in the area of performing arts with specific emphasis being on the art of musical theatre production.
ARTICLE II - PURPOSES
Section 1 The Association (CMT) is a voluntary non-profit association.
Section 2 Chazy Music Theatre exists primarily for the purpose of providing the community with a quality musical theatre experience.
Section 3 No part of the net earning of the Association shall incur to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law or (b) by an Association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE III – MEMBERSHIP
Section 1
Voting membership shall be available to all individuals 16 years of age and over, who have been actively involved in one of the past two annual productions, and are willing to subscribe to the bylaws.
General membership shall be available to all persons without discrimination who are interested in the purposes of Chazy Music Theatre, and are willing to subscribe to the bylaws.
Membership may include but is not limited to volunteers, supporters and patrons.
Section 2 Qualifications for Membership
Possession of theatrical talent shall not be a qualification of membership since it is the belief and policy of the Association that any individual has something to contribute to musical theatre production.
An expressed interest and willingness to work in some aspect of musical theatre production.
All membership will sign and adhere to CMT Code of Conduct. If you are a volunteer, sponsor, or patron and you wish to be considered a member you must sign and adhere to CMT Code of Conduct and By-Laws.
Section 3 Duties of Members
Actively participates in the events of the organization, including general meetings, social events, ticket sales, advertising solicitations, annual meetings and/or productions.
Service on committees or service as committee chairperson when requested by the officers of the Association
To respect the responsibility and liability for any property owned, leased/rented or borrowed by the CMT, which is in their possession.
Offering suggestions for the improvement of the Association.
ARTICLE IV – ORGANIZATION AND MANAGEMENT
Section 1 Functions of the Board of Directors
The property, business and affairs of the Association shall be managed by a Board of Directors, the main functions of which shall be to:
Set forth all organizational policies and procedures
Conduct the normal business operations of the Association including approval of all budgets and production director(s).
Organize and conduct an annual meeting of the members. This annual meeting shall be held during the period commencing June 1-30th of each year. The executive board shall fix the date and put in place a committee designated Board of Directors. Not less than two weeks notice shall be provided to the membership of the time and place of the meeting. All annual meetings will be advertised in local papers.
Organize and conduct regular board meetings
Organize and conduct yearly election of Board of Directors.
Manage scholarships, and scholarship funds.
Refuse membership or revoke membership of those not adhering to the bylaws and/or Code of Conduct.
Explore relationships with other groups, individuals, and governmental organizations that may be to the Association’s benefit.
Acquaint the members with the duties and benefits of membership-Each July new members to the Board of Director will sign & file (with corresponding secretary) the By-laws signifying that they will adhere to them.
Each member of the board of directors will oversee and promote participation in functions of various production committee(s).
When two individuals are evenly suitable for a role, priority in casting will be given to the Chazy Community Member. When the ability to perform the role(s) is sufficient, in coordination with the Audition Committee, priority would be given to CMT members.
Section 2 Board Composition and Responsibilities
The Board of Directors shall be composed of nine (9) members and shall include the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer and four general board members:
BOARD OF DIRECTOR POSITIONS (5 Positions):
President - 2 yrs
Vice President – 2 yrs
Recording Secretary – 2 yrs
Corresponding Secretary – 2 yrs
Treasurer – 2 yrs
MEMBERS AT LARGE (4 Positions):
2 Positions - 2yrs
Historian/Member at Large
1 Position - 2 yrs
Member at Large
1 Position - 1yr
The duties of the members of the Board of Directors are as follows:
President– presides at all Annual and all Board of Directors meetings, establishes times for special meetings, makes appointments to committee and board offices, and officially represents the Association internally and externally. Recommends new rules or rule changes, proposes amendments to bylaws, and receives and forwards suggestions from members to the Board.
Vice President – presides in absence of President at meetings, replaces President when that office is vacated before the end of a term, and performs special duties as assigned by the President. Maintains an accurate list of association assets. Oversees and maintains the physical property of the Association (including (but not limited to) the storage, disposition, and loan of technical equipment, costumes, and props), and establishes priorities for procurement.
Recording Secretary – maintains minutes of meeting and committee assignments. . Where data can be captured, these records will be maintained on a central computer, to include bylaws, minutes of board meetings, Code of Conduct and procedures, position descriptions, maintains membership lists, volunteer lists, and maintains listing of financial donations and updates yearly.
Corresponding Secretary – collects and distributes incoming correspondence, notifies board members and community members of meetings via phone or email. Coordinates the contents of the website to the membership working with the webmaster (web site manager). Publicizes board and annual meetings to out membership also prepares proxy votes for annual meeting. Works with the Historian to develop/prepare packets or presentation for our annual meeting. Is responsible for logging phone messages to CMT phone line and responding to messages within 24 hours acknowledging receipt of message - with answer or note that a follow up will take place. Monitors email messages sent to CMT and responds or forwards messages to necessary person within 24 – 48 hours. NOTE: during show time October –March the director will be responsible for monitoring the email messages and copies of all emails will be printed and filed for our archives.
Treasurer – keeps all financial records, accounts, pays bills, makes deposits to bank account as necessary and has power to sign checks subject to limits and signatory rules approved by the board (requirement per CMT Board, 2 signatures are required per $2000.00. This is not necessary for the bank purposes). The treasurer also prepares and presents monthly and annual reports of financial activities and status. The fiscal year of the Association shall be from July 1 to June 30.
Member At Large – Chair or serve on standing or ad hoc committees, and/or perform special duties as assigned by the President.
Historian(Member at Large) - Responsible for the archives of the Association, including all posters, flyers, programs, pictures, reviews, advertisements and articles. Keeps all administrative records of the Association. Works with webmaster (web site manager) to archive letters, emails, articles, pictures, etc. Keeps all documentation in a locked file cabinet where keys will be shared with vice president.
Section 3 Elections
All members of the Board of Directors shall be elected by the voting membership and shall assume office on July 1 following the election. Only voting members of the Association will be eligible for election as officers. Each members of the Board of Directors shall serve for a period of 2 years; except 1 position for Member at Large will be a 1-year term
Section 4 Board Vacancies
In the event of a vacancy in the Board of Directors, the President is empowered to appoint any voting member of the Association to complete the remainder of the term subject to the concurrence of a majority of the Board of Directors.
Section 5 Removal from Office
Any officer who misses four (4) total or three (3) consecutive regularly scheduled board meetings within a calendar year shall forfeit his or her membership on the Board. Removal from office may be repealed, on a case-by-case basis, by a two-thirds (2/3) vote of the remaining Board members present and voting at a regular or special Board meeting.
Any officer who is not performing his or her duties as outlined in these bylaws and interpreted by the Board shall be subject to removal from the Board upon two-thirds (2/3) vote of the remaining Board members present and voting at a regular or special Board meeting. Such officer shall have the opportunity to attend the meeting.
Resulting vacancies shall be filled according to Article IV, Section 4 of these bylaws.
Section 6 Standing Committees
The following standing committees and their activities are subject to oversight and approval by the Board and will report regularly to the Board on their activities. Standing Committee members, with the exception of the chairpersons, are to be selected by the chairpersons.
Nominating Committee – recruits candidates for Board office, and prepares ballots. The chairperson will secure at least two election tellers, including no members of the Board or candidates for election, whose duty shall be to count ballots and announce the results of the elections. Nominations will be accepted from the floor at the general meeting.
Membership Committee – maintains up-to-date membership list, recruits members, and serves as liaison to members on membership issues.
Scholarship Committee – formulates selection criteria for scholarship candidates and submits candidates for scholarships subject to approval of the Board. Serves as liaison to Chazy Central School officials regarding scholarships.
ByLaw Committee/review at least once a year
Code of Conduct Committee- to review at least once a year
Section 7 Ad Hoc Committees
Ad Hoc committees may be established from time to time to study or cope with special problems. The President will appoint the chairpersons of these committees.
Section 8 Production Staff
The director of a specific production for the duration of said production will appoint key production staff, including crew chiefs. Director’s responsibilities shall include all management of the creative aspects of the production, selection of a production, choice of production staff, and selection of a cast. The director shall develop a production budget for board approval. Auditions/casting of all CMT shows shall be open to the public.
Active production personnel are appointed by the director: Music Director, Technical Director, Production Manager, Choreographer, Assistant Director, Advertising, Costume Directors, Hairstyles, Hospitality, House Manager, Lighting Crew, Lighting Design, Logo Design, Make-up, Photography, Photography Layout, Program, Properties, Publicity, Set Construction, Set Design, Scenery Painting, Sound Technicians, Stage Crew, Stage Managers, Sweatshirts, Tickets, Rehearsal Manager (should be a board member).
ARTICLE V - MEETING AND VOTING
Section 1 Meetings
General Membership Meetings.
General membership meetings may be held at a time and place to be designated by the Board of Directors for the transaction of such business as may properly come before the general membership. No less that two weeks notice shall be given to the general membership of such meetings.
Board of Directors Meetings
Meetings of the Board of Directors will be held on a regular basis. No less than 5 days notice will be given to the general membership of such meetings.
Members may attend, observe and offer comments during a meeting of the Board of Directors, but only Board members may vote.
Unless otherwise specified in these Articles, majorities vote of those present and voting will decide an issue.
Five of the nine officers of CMT shall constitute a quorum of the Board of Directors. No business may be conducted in the absence of a quorum.
Minutes of all general and Board of Directors meetings will be available within one week of the meeting date to all members upon request from the Recording Secretary.
Section 2 Voting
Only members in good standing (see Article 3, Section 1A) may vote at general meetings. If an issue arises the President & Vice President will have final say.
Voting by proxy at Board or General Meetings will be allowed. All proxy votes will be returned to CMT Box 412 for tally. Proxy votes must be returned 48 hours prior to annual meeting.
ARTICLE VI - CONTRACTS, LOANS AND BANK ACCOUNTS
Section 1 Contracts and Disbursements
The Board of Directors may authorize, in the name of and on behalf of the Association (CMT), to enter into any contract or execute and deliver any instrument, or to sign or countersign checks, drafts or other orders for the payment of money or notes or other evidences of indebtedness, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer or member shall have the power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it financially liable for any purpose or to any amount. Said authorization must be in writing. NOTE: this authorization may be in the form of our meeting minutes.
Section 2 Loans
No loan shall be contracted on behalf of the Association (CMT).
Section 3 Deposits
All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select; and for the purpose of such deposit, the Treasurer, or any other officer to whom such power may be delegated by the Board of Directors may endorse, assign and deliver checks, drafts and other orders for the payment of money, which are payable to the order of the Association.
ARTICLE VII - AMENDMENTS
Section 1 Authorization
These Articles shall be subject to amendment, alteration or repeal by the affirmative vote of two-thirds (2/3) of the voting members of the Association present at the Annual Meeting and voting (or voting by proxy).
Section 2 Notification
No amendment, alteration or repeal of these articles shall be voted on unless the substance of the proposed amendment, alteration or repeal shall have been available to the members for a period of two weeks. The membership must be notified either at a general meeting or through posting on the CMT Web Site of said proposed amendments.
ARTICLE VIII - COMPLIANCE WITH STATE LAWS AND REGULATIONS
In the event that any conflict arises between these bylaws and (1) the laws of any state, or (2) the regulation of any public governmental authority duly empowered by law to issue such regulations, these bylaws are to be construed in such a manner as to comply with such laws and regulations.
ARTICLE IX - DISSOLUTION
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501©(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE X - ACCEPTANCE OF BYLAWS BY MEMBERS
By submitting a membership form in writing or electronically, each member signifies his/her acceptance of these Articles and any amendments thereof and of such rules and regulations as may from time to time be promulgated under these Articles, and hereby waives any and all claims and demands of any nature, past, present, and future, against the Association or any member of the Association, or any former member, or any officer, employee, committee, or individual for any action taken in good faith pursuant to these Articles.