Port Huron Civic Theatre By-Laws
BY-LAWS
Port Huron Civic Theatre, Incorporated, IRS non-profit status awarded January, 1971.
By laws first adopted 1968 – with current amendments accepted September 27, 2009.
PURPOSE
The purpose for which the Theatre was originally formed was to cultivate, advance and promote education in dramatic literature, expression and art and to do all things necessary and incidental to the furtherance of such general purpose.
SECTION I – MEMBERSHIP
Membership in the Port Huron Civic Theatre, Incorporated (hereinafter referred to as the PHCT) is based on an annual payment (based on date paid). Anyone eighteen (18) years of age or older who has paid the full Adult annual membership fee may be a voting member, of the PHCT.
The annual Adult membership fee is twenty-five dollars ($25) for any adult eighteen (18) years of age or older. The annual Youth Membership fee is ten dollars ($10) for anyone seventeen (17) years of age or under. A family membership is fifty dollars ($50) for adults and children of one household. Associate membership is ten dollars ($10).
Membership fee will be waived for members of the Board of Directors during their term. Anyone helping back-stage during a show may be given a special temporary membership during production of that show.
No person who is not an Adult or Youth member in good standing will be allowed to participate in any PHCT production in any way.
The PHCT is an equal opportunity organization and is subject to the rules and laws prohibiting discrimination.
SECTION II – ELECTIONS & BOARD OF DIRECTORS
The operation of the Corporation shall be vested in a Board of twelve (12) Directors, voting members in good standing, to be elected from the membership at large
Four (4) directors shall be elected each year for a three-year term. At a meeting of the Board of Directors preceding the Annual Meeting, the Board shall appoint a nominating committee to place in nomination candidates from among the members in good standing for each vacancy to be filled. The name of each nominee shall be mailed, emailed or posted on the PHCT Web Site for all voting members of the Corporation to view at least ten (10) days prior to the Annual Meeting. Nominations shall also be accepted from the floor at the Annual Meeting and shall be restricted to members in good standing.
Absentee Voting can be used for election of officers, and for amendments to the by-laws. The ballot may be downloaded off the Website or requested to be sent by mail or picked up from the election officer. Instructions on the printed ballot must be followed and the voter must sign the ballot and it must be sealed in an envelope. All voters must be paid members with dues paid up to date. Ballots must be received before the election in order to be counted.
The Directors shall elect from themselves a President, a First Vice-President, a Second Vice-President, a Treasurer and a Secretary at the first meeting of the Board of Directors following the general election at the Annual Meeting. The preceding Board of Directors shall be the governing body until the first meeting of the newly elected Board is called to order.
The President shall serve as the Chief Executive Officer of the Corporation and shall preside, at all general meetings and Board meetings. The President shall be the registered Resident Agent for the PHCT and shall represent the PHCT as necessary.
The First Vice-President shall assist the President in all matters and shall assume the duties of the President in his/her absence. The First Vice-President shall monitor the adherence to these By-Laws, oversee the voting procedure at general membership meetings, and shall act as parliamentarian for the Corporation. The First Vice-President shall be designated President Pro-Tempore.
The Second Vice-President shall serve as Executive Producer for all season stage productions each year. As such, he/she will be aware of and control all financial matters and production budgets, all royalty arrangements and script ordering and return, all rehearsal space arrangements and any other matters on the business side of all productions (other than assembly of staff, actual set building and show execution) and shall act as liaison to the Board of Directors, reporting to them at specified intervals.
The Treasurer shall receive all monies paid to the Corporation, make such expenditures as deemed necessary and appropriate by the Board, submit a monthly-itemized statement of revenues and disbursements, and present an annual report to the general membership. The Treasurer shall be bonded to an amount set by the board.
The Secretary shall keep minutes of all meetings, conduct correspondence for the corporation at the direction of the Board, and shall submit the minutes of the previous meeting to the Board members at or before the next meeting of the Board.
If the office of any Director or any Officer shall become vacant for any reason, the remaining directors may at the next meeting of the Board elect a successor, who shall hold office until the next election of the general membership. If a Board member misses three (3) meetings of the Board without good reason, as shall be defined by the Board, the Board, by a majority vote of a quorum present, may declare the Directorship vacant, notify the absentee, and proceed to fill the vacancy as provided by these By-Laws.
The Bylaws will be read at the first meeting of the new Board of Directors each year.
SECTION III – FISCAL YEAR
The Fiscal Year for the corporation shall run from October 1st to September 30th. All financial records of the corporation shall be submitted for annual audit within sixty (60) days following the close of said fiscal year by an independent accounting firm to be selected by the Board.
SECTION IV – BOARD MEETINGS
Regular meetings of the Board shall be held monthly on the same day (i.e. the first Tuesday, or the third Thursday), time, and place, to be determined at the first meeting of the Board each fiscal year, and shall be modified only when deemed necessary by the Board. The regular meeting schedule shall be published in the PHCT newsletter or posted on-line to notify the membership. Should the regular scheduled meeting day fall on a holiday, the meeting shall be held the preceding week. The President may call special meetings and/or three (3) members of the Board at the earliest opportunity a quorum can be established.
Amendment Section IV, Article 1. Meetings of the board of directors of PHCT, the executive committee, as well as any board authorized committee, can be held either, at a brick and mortar location or by a telephone/video conference call (including over the Internet), if deemed necessary by the President or president Pro Tem or committee Chair, so long as all members can hear or see each other. It, is also authorized, that members may participate by telephone/ computer in a meeting held at brick and mortar location if a hardship exists in personally attending, so long as all members can hear or see each other.
A quorum shall be one more than one-half of the sitting Board.
A summary of Board action shall be submitted to the general membership quarterly and shall be the duty of the Secretary.
Upon request, any member of the Corporation may obtain a place on the agenda of any meeting of the Board. Requests are to be made to the President any time prior to the commencement of the Board meeting in any manner designed to reasonably communicate the request.
Upon motion of any Board member and approval by the Board by a majority vote, non-Board members may be requested to leave a meeting of the Board.
The Annual Meeting of the Corporation shall be held before the end of the Fiscal Year for the purpose of electing Directors and for such other business as the Board shall deem necessary.
Special general membership meetings may be called by the Board or by ten (10) percent of the active membership of the Corporation. In such instance, no less than ten (10) days written, emailed or posted on the web site notice shall be given to the general membership. Notice shall contain time, place and purpose for the meeting and shall list those members who have called the meeting.
SECTION V – EXECUTIVE COMMITTEE
The President, First Vice-President, Second Vice-President, Treasurer, Secretary and Immediate Past President, if a member of the Board, shall constitute the Executive Committee. The Committee shall have the power and authority to execute such details as may arise from time to time and which are inexpedient to submit to the entire Board of Directors. The President as required shall call meetings of the Executive Committee.
SECTION VI – STANDING COMMITTEES
By November of each year a committee of seven (7) members, of which no more than two (2) may be Board members, shall be appointed by the President, subject to the individual approval by the Board of Directors, for the purpose of filling the Play Selection Committee. The terms shall be for a period of one (1) year and shall be renewable.
The committee shall elect its own Chairperson and schedule regular meetings. The Board of Directors may replace any member absent for three consecutive meetings.
The Play Selection Committee shall recommend productions for adoption by the Board of Directors. The Committee shall be required to report out on a date specified by the Board in conference with the Committee. The Board shall give due consideration to the recommendations of the Committee, but shall not be bound by them.
The Committee shall present to the Board all bids received for Director and Producer positions.
The Board shall submit to the Committee general guidelines as the type of productions the PHCT desires for the up-coming season.
The Board of Directors shall appoint committees each year of three (3) to five (5) members each as deemed necessary to serve either to execute or to arrange for and supervise execution of the duties necessary to the satisfactory presentation of the productions chosen for the season. The following categories serve as a guide to committee formation: Membership, Season Tickets, Hospitality, Lighting/Sound, Design/Execution, Publicity Coordination, Make-up, Properties/Set Dressing, House, Costumes. The Board may modify the list, as it deems appropriate.
Said Standing Committees shall be guided by the Production Handbook, which shall serve as the official list of job descriptions for all production positions and personnel for the Corporation.
SECTION VII – AUDITION PROCEDURES
Members of the Audition Board for each non-musical production shall consist of the following: Director, Producer, Member from the Board of Directors and a Member at Large. The Audition Board for non-musicals shall not exceed four (4) members except in the case of a production, which has an Assistant, Apprentice or Co-Director. In that case, that person shall also be on the Audition Board. Mentor Directors shall not be on the Audition Board. The Board of Directors will approve all Audition Board members.
Members of the Audition Board for each musical production shall consist of the following: Director, Producer, Music or Choral Director, Choreographer, Member of the Board and a Member at Large. The Audition Board for musicals shall not exceed six (6) members except in the case of a production, which has an Assistant, Apprentice or Co-Director. In that case, that person shall also be on the Audition Board. Mentor Directors shall not be on the Audition Board. The Board of Directors will approve all Audition Board members.
The Director shall have overall final choice in casting. However, in the event that a majority of the Audition Board is in disagreement with the Director’s choice(s), the board of Directors shall act as an arbitrator. The decision of the Board of Directors shall be final.
SECTION VIII – ADJUNCTS
The youth theatre shall be considered as adjuncts to the Port Huron Civic Theatre, Incorporated.
The membership age for Youth Theatre is restricted to those seventeen
(17) Years of age, and under.
All activities, fiscal policies and financial actions of said groups, are subject to the
approval of the Port Huron Civic Theatre, Incorporated Board of Directors.
SECTION IX – AMENDMENTS
Amend Section IX Amendments: These By-Laws may be amended at any general membership meeting by a two-thirds vote of the active voting membership present, provided a notice is mailed, emailed or posted on the PHCT Web Site for all voting members of the Corporation to view at least ten (10) days prior to the Annual Meeting.
SECTION X – PARLIAMENTARY AUTHORITY
ROBERTS RULES OF ORDER, REVISED shall govern in all cases to which they are applicable and in which they are not inconsistent with the standing or special rules of this Corporation.
Official Address
For Correspondence with the Corporation
PORT HURON CIVIC THEATRE, INCORPORATED
P.O. BOX 610821
PORT HURON, MICHIGAN 48061-0821