Corinth Theatre-Arts Board of Directors

President - Linda Dixon
VP of Planning & Development - Petey Pace
VP of Productions - Nathan Dodd
Treasurer - Donna Baird
Secretary - Mary Dilworth

Donna Luster
Dan Marsh
Melissa Miller
Clay S. Nails
Jan Soltz
James Strachan
James Walker
Petey Pace
Trika Smith

Youth Representative - Lilly Wallis
Artistic Director - Kelly Gilson
Managing Director - Tommy Ledbetter
Costume Mistress - June Doyle
Technical Director - Roger Bryie
Assistant Technical Director - Milton Wallis



Corinth Theatre-Arts By Laws

ARTICLE ONE

Name The name of the corporation shall be Corinth Theatre-Arts, Incorporated, hereinafter called the corporation.
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ARTICLE TWO
Place of Business The principal place of business of the corporation shall be in the City of Corinth, County of Alcorn, State of Mississippi.
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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 distibutable 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 (including the publishing or distribution of statement) any political campaign on behalf of any candidate for public office.
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ARTICLE FOUR
Membership

A. Eligibility: Membership in the Corporation shall be nonrestrictive.

B. Categories of Membership: The various levels of memberships and voting rights assigned thereto 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.

E. Voting: All members age 18 years and older shall be entitled to one vote on each matter submitted to a vote at a meeting of members. No person shall be entitled to more than one vote.
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ARTICLE FIVE
Meetings

A. Annual Meeting: The annual meeting of the Corporation shall be held in the City of Corinth, Mississippi, during the month of August 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 the Secretary 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 members attending any regular or special meeting shall constitute a quorum at such a meeting. At least two officers of the Corporation will be in attendance.
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ARTICLE SIX
Board of Directors

A. Powers: All powers for the Corporation shall be entrusted to a body of officers known as the "Board of Directors," referred to herein as the Board. The Board shall be composed of eighteen (18) members, broadly representative of the geographical area and elected for three-year terms on a staggered basis with six persons elected annually by the total membership. No member of the Board serving a full term shall be allowed to serve another consecutive term.

B. Nominations: Candidates to the Board of Directors shall be nominated by the nominating committee, appointed by the President. The method of nomination shall be determined by the Board of Directors.

C. Meetings: Prior to the annual meeting, the Board of Directors shall meet for the purpose of electing the officers of the Corporation. The Directors shall also establish other regular meetings at stated intervals. Special meetings of the Board of Directors shall be held whenever called by the President or upon application in writing of any two Directors.

D. Quorum: Ten Directors shall constitute a quorum for the transaction of business during regular meetings.

E. Resignation: Any Director may resign by written notice to the Board.

F. Vacancies: Any vacancy occurring among the Officers or Directors shall be filled by the vote of a majority of the remaining members of the Board of DIrectors, though less than a quorum. Such elections shall be for the unexpired term of the vacancy. The Board of Directors shall have the power to declare that the office of Director, or any office, is vacant and therefore appoint a successor whenever; a. a Director or Officer is permanently absent for three consecutive meetings or for such periods of time as to make it impossible to discharge the duties of the Director or other Officer. b. a Director or Officer ceases to be a member.c. a Director or Officer fails or refuses or is unable for any reason to discharge the duties of his office and the remaining Directors determine by the three-fourths vote that such cause exists.

G. Executive Committee: An executive Committee of the Board, composed of the President, Vice President, Planning and Development, Vice President, Production, Secretary and Treasurer and any other Board members appointed by the President, shall have the authority to act on major decisions when the Board is not in session. The Executive Committee shall meet at the discretion of the President.
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ARTICLE SEVEN
Officers

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 the Board of Directors by the Board of Directors at their first called meeting prior to the annual meeting of the Corporation.

C. Duties 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 officer. He/she shall prepare an agenda for all meetings of the members and Board, and shall include in such agenda all matters which he/she anticipates will arise at such meeting, 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 committies not otherwise provided for in these by-laws.

2. Vice-President, Planning and Development: The Vice President, Planning and Development, shall ensure that financial and business aspects of the Corporation, other than record keeping, are properly attended. The Vice-President, Planning and Development, will chair the committie on Stategic Planning. In the absence of the President, the Vice-President, Planning and Development shall preside at meetings of the Corporation and shall perform all duties normally performed by such an Officer.

3. Vice-President, Production: The Vice-President, 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 preside as Chairman of the Play Selection Committee. In the absence of the President, and Vice-President, Planning and Development, the Vice-President, 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 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.

5. Treasurer: The Treasurer 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. The Treasurer will chair the Budget and Finance Committee.
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ARTICLE EIGHT
Staff

The Board of Directors may employ such staff as deemed necessary to carry out the policies and programs of the Corporation. Salary will be determined by actions of the Board of Directors. This position shall report to Vice-President, Planning and Development. The Board of Directors may hire a Resident Director or may hire Guest Directors as the Board determines to be the best method. Salary shall be determined by action of the Board of Directors. This position shall report to Vice-President, Production.
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ARTICLE NINE
Committees

A. The President shall designate committee assignments for Directors, determine appropriate sizes, and make committee appointments from the general membership as necessary.

B. Each committee shall report at every meeting of the Board of Directors.

C. Committees of the Corporation shall be as follows:

1. Budget and Finance

2. Building and Grounds

3. Fundraising

4. Membership

5. Nomination/Awards

6. Play Selection

7. Strategic Planning

8. Youth Activities/Relations

D. Other committees shall be appointed from time to time for such purposes as the Board may deem appropriate; additionally, auxiliary groups may be organized to support various areas of operation.

E. In addition to the standing committees described in section C, the Board of Directors shall 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 Board of Directors offering consultation, advice, recommendations and action as it deems appropriate or as requested. The Advisory Board has no voting powers.
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ARTICLE TEN
Contracts, Checks, Deposits and Funds

A. Contracts: The Board may authorize any Officer, or Officers, Agent or Agents, of the Corporation, in addition to the Officers so authorized by the by-laws, 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 and in such manner as shall from time to time be determined by the resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or the Secretary and countersigned by the President or a Vice-President of the Corporation.

C. Deposits: All funds shall be deposited in such depositories as the Board may direct, promptly upon the receipt of the same.D. Gifts: The Board may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purpose of or for any special puporses of the Corporation.
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ARTICLE ELEVEN
Amendments

The by-laws may be altered, amended or repealed, and new by-laws may be adopted at any general meeting of the Corporation by affirmative vote of a majority of the members of the Corporation present at the meeting, or at any meeting of the Board of Directors by affirmative vote of not less than two-thirds (2/3) of the total membership of the Board. All proposed amendments shall be presented to the Board not less than thirty (30) days prior to the anticipated voting data. Proposed amendments cannot be approved so as to materially change their original meaning.