2011-2012
Board of Directors
President
- Linda Dixon
VP of Planning & Development - Tonya Freeman
VP of Productions - Jan Soltz
Treasurer - Becky Williams
Secretary - Gentry Parker
James
“Sonny” Boatman
Mary Dilworth
Linda Dixon
Tonya Freeman
Joe Johnson
Paul Locke
John Mocny
Gentry Parker
June Plaxco
Alan Simmons
Jan Soltz
Becky B. Williams
2011-2012
Staff
Youth
Representative - Daniel Dixon
Managing Director - Tommy Ledbetter
Technical Director - David Maxedon
Costume Mistress - June Doyle
The
By-Laws of Corinth Theatre-Arts, Inc.
A
Mississippi Non-Profit Corporation
ARTICLE ONE
Name
The name
of the corporation shall be Corinth Theatre-Arts, Incorporated,
and hereafter called the Corporation.
ARTICLE TWO
Place of Business
The principal
place of business of the Corporation shall be in the City
of Corinth, County of Alcorn, and State of Mississippi.
ARTICLE THREE
Purpose
A. The
primary purpose of the Corporation is to provide a vehicle
for the education, production, and development of the performance
arts, including but not limited to drama, musical and related
cultural productions and to encourage community participation
in all aspects thereof. No part of the net earnings of the
Corporation shall inure to the benefit of or be distributable
to its members, Directors, Officers, or other private persons
except that the Corporation shall be authorized and empowered
to pay reasonable compensation in furtherance of the purposes
as set forth herein.
B. Prohibited
Activities: No substantial part of the activities of the Corporation
shall be the carrying on of propaganda or otherwise attempting
to influence legislation, and the Corporation shall not participate
in or intervene in any political campaign (including the publishing
or distribution of statements) on behalf of any candidate
for public office.
ARTICLE
FOUR
Membership in the Corporation
A. Membership
in the Corporation shall be nonrestrictive and shall be given
in exchange for the annual purchase of a season ticket.
B. Categories
of Membership: The various levels of membership and voting
rights assigned will be determined by the Board of Directors.
C. Fees
and Privileges: The annual fees shall be determined by the
Board of Directors.
D. Terms:
No voting membership shall exist for a period extending beyond
the end of the fiscal year in which such a membership is granted.
The fiscal year shall be from July 1 through June 30.
E. All
members aged 18 years and older shall be entitled to one vote
on each matter submitted to a vote at meetings of members.
No person shall be entitled to more than one vote.
ARTICLE FIVE
Meetings of the Corporation
A. Annual
Meeting: The annual meeting of the Corporation shall be held
in the City of Corinth, Mississippi, for the purpose of announcing
new Directors for the coming year and for the transaction
of all other business that may be brought before the meeting.
The Board of Directors shall select the exact time and place
of the annual meeting, and written notice stating the time
and place of such a meeting shall be mailed to all voting
members not less than ten (10) days prior to the date of such
a meeting.
B. Special
Meetings: Special meetings may be held at the call of the
President, the Board of Directors, or on the petition of twenty-five
(25) members of the Corporation. Written notice stating the
time, date, place, and purpose shall be mailed not less than
ten (10) days prior to the date of such meeting. If called
by petition, the Board of Directors shall be required to schedule
such meeting within thirty (30) days from the presentation
of the petition to an Officer of the Corporation. No business
may be transacted at any special meeting which has not been
included in the written notice of such meeting.
C. Quorum:
The number of members attending any regular or special meeting
of the Corporation shall constitute a quorum at such a meeting.
At least two Officers of the Corporation shall be in attendance.
ARTICLE SIX
Board of Directors
A. Powers:
All powers of the Corporation shall be entrusted to a body
of elected individuals known as the Board of Directors, referred
to herein as the Board.
B. Nominations: The Board of Directors shall determine the
method of nomination to membership on the Board.
C. Elections:
The Board shall be composed of a minimum of nine (9) and a
maximum of thirteen (13) members, broadly representative of
the geographical area. Directors shall be elected for three-year
terms on a staggered basis by the total membership of the
Board. The term of service of any Board member may be extended
on approval by the Board.
D. Meetings:
The Board shall establish regular meetings at stated intervals.
Special meetings of the Board shall be held whenever called
by the President or upon application in writing of any two
Directors.
E. Quorum:
Two-thirds percent (66%) of voting Directors shall constitute
a quorum for the transaction of business during regular and
special meetings.
F. Resignation:
Any Director may resign by written notice to the Board.
G. Vacancies
and Voting Privileges:
1. Any
vacancy occurring among the Officers or Directors shall be
filled by the vote of
the majority of the remaining members of the Board of Directors,
even though less
than a quorum. Such election shall be for the unexpired term
of the vacancy.
2. If
a Director is absent for three (3) consecutive meetings, with
or without proxy,
then that Director’s voting privilege shall be suspended.
Attendance at two (2)
consecutive meetings thereafter will reinstate that Director’s
voting privilege.
3. If
a Director is absent for four (4) consecutive meetings, with
or without proxy, then
that Director shall be removed as a member of the Board.
H. Executive
Committee: An Executive Committee of the Board shall be composed
of the President, Vice-President of Planning and Development,
Vice-President of Production, Secretary, Treasurer, and any
other Board members appointed by the President. The Executive
Committee shall meet at the discretion of the President. This
committee shall have the authority to act on major decisions
when the full Board is not in session. The Executive Committee
will subsequently report their decisions as soon as reasonable
to the full Board.
ARTICLE SEVEN
Officers of the Board of Directors
A. Officers:
The Officers of the Corporation shall consist of a President,
two Vice-Presidents, a Secretary, and a Treasurer, all of
whom shall be elected from the Board of Directors.
B. Election:
The President, Vice-Presidents, Secretary, and Treasurer shall
be elected from and by the Board of Directors at their first
called meeting at the beginning of the fiscal year.
C. Duties
of the Officers of the Board of Directors:
1. President:
The President shall preside at all meetings of the Corporation
and shall act as
Chief Executive Officer, performing all duties normally performed
by such an officer. He/she
shall oversee the agenda for all meetings of the members of
the Board and shall include in such agenda all matters which
he/she anticipates will arise at such meetings, in addition
to any
matter requested to be included therein by any officer or
member. The President shall also serve as an ex-officio member
of all committees not otherwise provided for in these by-laws.
2. Vice-President
for Planning and Development: The Vice-President for Planning
and
Development shall ensure that financial and business aspects
of the Corporation, other
than record-keeping, are properly attended. The Vice-President
for Planning and
Development will chair the committee on Strategic Planning.
In the absence of the
President, the Vice-President for Planning and Development
shall preside at meetings
of the Corporation and shall perform all duties normally performed
by such an officer.
3. Vice-President for Production: The Vice-President for Production
shall recommend
and be responsible for quality, cost-effective productions
presented in the name of
the Corporation, whether part of the production season or
a benefit production, and
shall be coordinator of all volunteer activities connected
therewith. He/she shall pre-
side as chair of the Play Selection Committee. In the absence
of the President and
Vice-President for Planning and Development, the Vice-President
for Production shall
perform all duties normally performed by such an officer.
4. Secretary:
The Secretary shall keep minutes of all meetings of the membership
and
Board. The Secretary shall be responsible for maintaining
a list of the volunteer base.
The Secretary, along with the Managing Director, shall be
responsible for all records of
the Corporation, shall keep and maintain the list of members
of the Corporation,
provide all required notices of meetings of the membership
and Board, and perform
all duties normally performed by such an officer.
4. Treasurer:
The Treasurer, along with the Managing Director, shall keep
the
financial records of the Corporation and shall be responsible
for the disbursements
and receipts of all funds. The Treasurer shall recommend budgetary
revisions as
necessary, prepare monthly operating statements, and submit
an annual report of the
financial conditions of the Corporation to the membership
of the Corporation. The
Treasurer will chair the Budget and Finance Committee.
ARTICLE
EIGHT
Staff
A. The
Board of Directors may employ such staff as deemed necessary
to carry out the policies and programs of the Corporation.
Salaries shall be determined by action of the Board. These
positions shall report to the appropriate authority.
B. The
Board of Directors may employ an Artistic Director, or may
hire Guest Directors as the Board determines to be the best
method, to achieve the goals of the Corporation. Salaries
for these positions shall be determined by the Board. These
positions shall report to the Board.
C. The
Board may employ a Managing Director. Salary for this position
shall be determined by the Board. This position shall report
to the Board.
D. The
Board may employ a Technical Director. Salary for this position
shall be determined by the Board. This position shall report
to the Artistic Director.
ARTICLE NINE
Committees
A. The
President shall designate committee assignments for Directors,
determine appropriate committee sizes, and make committee
appointments from the general membership as necessary.
B. Each
committee shall report, as appropriate, at each meeting of
the Board.
C. Committees
of the Corporation shall be as follows:
1. Budget
and Finance
2. Building and Grounds
3. Fundraising
4. Nominations/Awards
5. Play Selection
6. Youth Activities/Relations
D. Other
committees shall be appointed from time to time for such purposes
as the Board may deem appropriate. In addition, auxiliary
groups may be organized to support various areas of operation.
(Example: Strategic Planning, Volunteer Database.)
E. In
addition to the standing committees described in Section C,
the Board may appoint an Advisory Board consisting of a chairman
and up to four (4) members to serve at the will of the Board
of Directors. The Advisory Board shall serve as an oversight
and advisory committee to the Corporation and Board, offering
consultation, advice, and recommendations of action, as it
deems appropriate or as requested. The Advisory Board will
have no voting powers.
ARTICLE
TEN
Contracts, Checks, Deposits, and Funds
A. Contracts:
The Board may authorize any officer or officers, agent or
agents of the Corporation, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of
the Corporation. Such authorization may be general or confined
to specific instances.
B. Checks
and Drafts: All checks, drafts, or orders for the payment
of money, notes, or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer
or officers, agent or agents of the Corporation as determined
by resolution of the Board.
C. Deposits: All funds shall be deposited in such depositories
as the Board may direct, promptly upon receipt of the same.
D. Gifts:
The Board may accept, on behalf of the Corporation, any contribution,
gift, bequest, or device for the general purpose, or any special
purpose, of the Corporation.
ARTICLE ELEVEN
Amendments
A. These
by-laws may be altered, amended, or repealed—and new
by-laws may be adopted—
at any meeting of the Board of Directors by an affirmative
vote of three-fourths (75%) of the voting membership of the
Board.
B. All
proposed amendments to, alteration of, or repeal of these
by-laws shall be presented to the Board not less than thirty
(30) days prior to the anticipated voting date.
C. Proposed
amendments cannot be approved so as to materially change their
original meaning.
Approved
June 28, 2011
