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.
