Bylaws – Corinth Theatre Arts
A Mississippi Non-Profit Corporation
ARTICLE I: NAME
The name of this organization shall be Corinth Theatre Arts, Incorporated, and hereafter called the Corpora tion.
ARTICLE II: 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 III: PURPOSE
Corinth Theatre-Arts is a thriving non-profit community theatre with the purpose of providing quality live theatre and arts education for our community and beyond. Since 1968, a community of volunteers has worked tirelessly to make CT-A a strong and vital artistic presence in northeast Mississippi by being a vehicle for the education, production, and development of the performing arts. “Where theatre comes alive!” is more than just a motto for CT-A; it’s our purpose. By creating quality live productions that encourage the involvement of actors and volunteers of all ages, Corinth Theatre -Arts looks to continue to be a beacon for the arts in Mississippi for decades to come.
ARTICLE IV: PROHIBITED ACTIVITIES
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the member(s), director(s), officer(s), or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes.
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 statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal Tax Code).
ARTICLE V: MEMBERSHIP
Section 1- Members
Active members of the Corporation shall be those who have purchased season tickets for the current
Section 2- Privileges
Members shall be eligible to participate in all activities, to hold office, and to receive all other rights and benefits of membership.
Each member (aged 18 years and older) shall be entitled to one (1) vote per season ticket in any and all matters requiring a vote of the membership.
ARTICLE VI: MEETINGS OF THE CORPORATION
Section 1- Annual Meetings
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. 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.
Section 2- 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 state stating the time, date, place, and purpose shall be mailed not less than ten (10) days prior to the date of such meeting. In the event of a Time Sensitive issue, 24 hour notice shall be sufficient. 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.
ARTICLE VII: BOARD OF DIRECTORS
Section 1- Powers
The Board of Directors (referred to herein as the Board) shall conduct, manage, and control all of the
affairs and business of the Corporation and shall generally supervise and regulate the activity of the
Section 2- Nominations
Each new season, new directors shall be elected, if necessary, by the Board of Directors for a term of five (5) years at the regularly scheduled June meeting of Board of Directors. The slate of nominees shall consist of a list of members submitted by the Executive committee, along with such other members as the Board by majority vote may choose to name. Election shall be by secret ballot of the Board members present and voting.
Section 3- Elections
The Board shall consist of not less than five (5) or more than seven (7) individuals. Board members shall be elected for five (5) year terms. Each director shall be eligible to serve three (3) consecutive five (5) year terms. Following three (3) consecutive terms serving as a director, an individual may not serve on the Board for a period of one (1) year. The term of service of any Board member may be extended on approval by the Board. Directors shall assume their office at the next Board meeting following certification by the Board of Directors and shall serve for their elected term or until their successors are elected.
Section 4- Meetings
Due to the nature of theatre activities, the Board will hold the monthly Board of Directors meeting on the 2nd Wednesday of each month. Special meetings may be held at the call of the President, the managing staff position, or upon application in writing of any two (2) Directors. Official Board business may be validly transacted by any means agreed upon by the Directors.
Section 5- Quorum
Two-thirds percent (66%) of voting Directors shall constitute a quorum for the transaction of business during regular and special meetings.
Section 6- Resignation
Any Director may resign by written notice to the Board.
Section 7- Vacancies and Voting Privileges
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.
The Board of Directors shall have the power to declare that any office is vacant and therefor elect a successor whenever.
- A Director is perma nently a bsent for two (2) consecutive, regula rly-scheduled meetings, with or without proxy. Usage of a proxy or attendance via electronic attendance does not constitute actual attendance. Physical attendance at meetings is required to count as present. If a Director is absent for such periods of time as to make it impossible to discharge the duties of the Director;
- A Director ceases to be a member; or
- A Director fa ils or refuses or is una ble to discha rge the duties of his/her office a nd the
remaining Directors by three-fourths (3/4) vote that such cause exists.
Section 8- Executive Committee
An Executive Committee of the Board shall be composed of the President, Vice-President of Production (1st VP), Vice President of Planning/Development/Operations (2nd VP), Secretary, Treasurer, and any other Board members temporarily 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, but no later than the next Board meeting.
Section 9- Communication
Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment such as email, instant messaging or similar communication so long as all members participating in such meeting can communicate with one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof, which may be in counterparts. Approval of said meeting may be accomplished via email or fax.
ARTICLE VIII: OFFICERS
Section 1- Officers
The officers of the Corporation shall be composed of the President, a Vice-President of Production (1stVP), a Vice President of Planning/Development/Operations (2nd VP), a Secretary, and a Treasurer, all of whom shall be elected from the Board of Directors. Additionally, the managing staff position (ie., artistic director) shall serve as the ex officio non-voting member of the Board of Directors.
Section 2- Elections
The President, Vice-Presidents, Secretary, and Treasure shall be elected from and by the Board of Directors at the June meeting of the Board of Directors.
Section 3- Term of Office
Officers shall be elected for a term of one calendar year (beginning July 1st and ending on the following June 30th) by Board of Directors, with the exception of Treasurer, which will be elected for a two year term. A person may hold only one Officer’s position at a time. Upon expiration of their term of office or in the case of resignation, each officer shall turn over to the President, without delay, and in good order, all records, books, and other materials pertaining to the office.
In the event the Board fails to fill all Officer positions at the June Board of Directors meeting, the incumbent of the expiring term may remain in office for one additional fiscal year or until an election of a new official at any regular meeting. The incumbent may not remain in an official position for two additional years.
All Officers shall act in the best interest of the Board of the Directors and the Corporation.
If at any time there is an unresolved dispute or issue between the officers due to personality, moral, or
religious conflicts, the ex officio will decide how to resolve. The ex officio has the authority to remove any
or all parties involved in a dispute that prohibits the corporation to operate properly. A special Board of
Directors meeting would then be called in order to elect new officers.
Section 7- Compensation
No Officer shall be compensated by the corporation for their service.
Section 8- Contracts & Services
No officer shall secure any contract in the name of the Corporation without the approval to do so by the current officers.
ARTICLE IX: OFFICER DUTIES
President- Shall be the chief executive of all committees. The President shall preside at all general and special membership meetings and all board meetings. 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 additions to any matter requested to be included therein by any officer or member. The President can represent the corporation at city-wide meetings or other meetings outside of the organization. The President will sign checks, etc. in the absence of the Treasurer.
- 1st Vice President (Production) – In the absence of the President, the 1st Vice President shall preside at meeting of the Corporation and shall assist the President in all capacities. The 1st Vice President shall recommend and be responsible for quality, cost-effective productions presented in the name of the Corporation.
- 2nd Vice President (Planning/Development/Operations)- In the a bsence of the President, a nd the 1st Vice President, the 2nd Vice President shall preside at meeting of the Corporation and shall assist the President and 1st Vice President in all capacities. The 1st Vice President shall be responsible for long term budgeting strategies.
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 shall be responsible for all records of the Corporation, other than financial records, and shall keep and maintain the list of members of the Corporation to the membership and Board, and perform all duties normally performed by such an officer.
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 to the membership of the Corporation. In the absence of a Managing Director, the Treasurer will be responsible for maintaining the insurance policy. The Treasurer will chair the Budget and Finance Committee.
ARTICLE X: COMMITTEES
The President shall designate committee assignments for Directors, determine appropriate committee sizes, and make committee appointments for the general membership as necessary. Each committee shall report, as appropriate, at each meeting of the Board.
Committees of the Corporation shall be as follows:
A. Budget and Finance
The Budget and Finance Committee shall be Chaired by the Treasurer and consist of a maximum of three (3) Board Members, one of whom must be a non-executive Director. The Budget and Finance Committee will be responsible for assisting the Treasurer with developing the Annual Budget. The Budget and Finance Committee will coordinate with other committees as necessary via Committee Chairs.
B. Building and Grounds
The Building and Grounds Committee shall be overseen by the 2nd Vice-President. The Committee
shall be responsible for the care and maintenance of the facility and grounds. The Building and
Grounds Committee will coordinate with other committees as necessary via Committee Chairs.
C. Play Selection
In the absence of an Artistic Director, a Play Selection Committee shall be overseen by the 1stVice-President. The Committee shall consist of a maximum of thirty percent (30%) of the Board plus the Committee Chair and a maximum matching number of non-Board members. The Committee shall be responsible for selecting a slate of plays for the upcoming season. The slate shall be based on the needs of the theatre and the community as large. Final Approval of the slate lies with the Board of Directors.
D. Grants Committee
The Grants Committee shall be overseen by the Treasurer, with the President appointing a Committee Chair. The Grants Committee shall be responsible for procuring and writing all grant applications including, but not limited to, the CREATE, CARE, and MAC Grants. All grant applications must be approved by the Executive Committee. The Grant Committee will coordinate with other committees as necessary via Committee Chairs.
- 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 special projects (Example: Strategic Planning, Volunteer Database)
- In addition to the sta nding committees, by a nd two-thirds majority vote, the Boa rd 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 may serve as an oversight and advisory committee to the Corpora tion a nd Boa rd, offering consulta tion, advice, a nd recommendations of actions, as it deems appropriate or as requested. The Advisory Board will have no voting powers.
ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
- Annual Budget: The Treasurer shall present to the Board of Directors a proposed budget for the
following fiscal year before the end of the current fiscal year. The Budget shall be considered and adopted in its final form as the Annual budget by majority vote of the Board. It may be revised during the effective year due to changes in monetary circumstances at the discretion of the Board, upon its own initiative or upon recommendation of the President.
- Contracts: The Boa rd may a uthorize, by majority vote, a ny 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. Staffing contracts require a majority vote by the Board of Directors. Contracts exceeding $1000 require a majority vote of the Board of Directors.
- 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.
- Deposits: All funds shall be deposited in such depositories as the Board may direct, promptly upon receipt of the same. Amounts exceeding $100 shall be deposited within one business day of receipt of the same,
- Receipts: A receipt should be issued for ALL funds received, with the exception of the box office and concessions.
- Box Office: Two persons, one of whom is a Board member, will man the Box Office for each show of each production. Money should be counted by both people before opening and closing of the Box Office. Box Office money shall be deposited at the end of each show by two people, one of whom is a Board member. The Box Office Report must be submitted at the end of each show.
- Checks and Balances: The Boa rd will employ a n outside certified public accounta nt to provide monthly accounting services and routinely audit the financial records of the Corporation. The President may sign checks up to $500, otherwise must sign with the Treasurer. The Treasurer may sign checks up to $1000, otherwise must sign with the President.
- Gifts: The Boa rd may accept, on behalf of the Corpora tion, a ny contribution, gift, bequest, or device for the general purpose, or any special purpose, of the Corporation. All monetary donations must be reported to the Board at the next Board Meeting.
- Reimbursements: To be reimbursed for any production related expense, a receipt or invoice must be signed and submitted to the Treasurer, along with a reimbursement form. Receipts and reimbursement forms will only be accepted beginning on the final day of the production the expense is related to, and they will only be accepted for seven (7) days after.
ARTICLE XII: AMENDMENTS
These by-laws may be altered, amended, or repealed – and new by-laws may be adopted – at any meeting of the Corporation by an affirmative vote of three-fourths (75%) of the attending voting membership of the Board.
All proposed amendments to, alteration of, or repeal of these by-laws shall be presented to the Membership not less than thirty (30) days prior to the anticipated voting date.
Proposed amendments cannot be approved so as to materially change their original meaning.
ARTICLE XII: STAFF
The Board of Directors shall 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 Board.
The Board of Directors shall employ an Artistic Director, or may hire Guest Directors, in the temporary absence of an Artistic Director, to achieve the goals of the Corporation. The Artistic Director shall attend the monthly meeting and give their report to the Board. The Artistic Director serves as the ex officio officer of the Board of Directors. Salaries for these positions shall be determined by the Board. These positions shall report to the Board.
The Board of Directors may employ a Managing Director. Salary for this position shall be determined by the Board. The Managing Director shall be responsible for the day to day opera tions including, but not limited to reserva tions, office ma naging, bill paying, all correspondence, and other duties as assigned by the sitting Board. This position shall report to the Board. In the absence of a Managing Director, the Artistic Director will assume these duties with direct support of the Board of Directors.
ARTICLE XIII: CODE OF ETHICS
Board Members should, at all times, represent the Corporation in a professional manner, which includes but is not limited to social media, personal contacts, behavior in and around the theatre, interactions with volunteers, and other board members.
Board Members should strive, at all times, to serve the best interests of the Corporation as a whole regardless of their personal interest.
Always speak with one voice supporting dually adopted Board decisions even if the Board member was in the minority regarding actions that may not have been obtained by unanimous consent.
Board members shall not harass, threaten, or attempt through any means verbal or physical to control or instill fear in any Board member, employee, contractor, or volunteer.
Board members shall not advocate or support any action or activity that violates a law or regulatory requirement.
Board members shall not make personal attacks on colleagues, volunteers, or staff, which includes but is not limited to impingement of character and other heinous or petty acts.
With the understanding that the social media is a personal endeavor, Board members should, at all times, consider the consequences of the content of all social media interactions in respect to the reputation of the Corporation.
Passing background checks shall be required of all paid employees.
The Board should, at all times, adhere to and enforce the child protection Policy.
ARTICLE XIV: VIOLATIONS
A. Board Members:
Upon the first violation of any of the aforementioned by laws, the offending board member shall be approached by no more and No less than two Executive Officers. The Executive Officers shall list the infractions and give a verbal warning to cease the offending behavior.
Upon the second violation of the same or any other of the aforementioned by laws, the offense(s) shall be brought before the Board as a whole and the offending Board member shall lose their voting rights for the two (2) consecutive meetings immediately following.
Upon a third violation of the aforementioned bylaws, the offending Board Member shall be
removed from the Board. This does not preclude them from engaging in other activities at the
Upon the first violation of any of the aforementioned by laws or House Participation policy, the offending member or volunteer shall be approached by no more and no less than two Board representatives. The representatives shall list the infractions and give a verbal warning to cease the offending behavior. In the case of a minor, the parents will be called.
Upon the second violation of the same or any other of the aforementioned by laws or House Participation Policy, the offense(s) shall be brought before the Board as a whole and the offending member or volunteer shall be asked to leave the production.
Upon the third violation of the aforementioned by laws or House Participation Policy, the offending member or volunteer shall be removed from participating in the three consecutive productions immediately following the third violation.
ARTICLE XV: RESPONSIBILITES
Each Board Member is required to produce at least one show each season. Due to the multitude of responsibilities associated with the production of a show, producers shall refrain from auditioning for a role in a production in which they are a named producer.
Each Board Member is required to work the Box Office for at least two shows per production, unless they are actively participating in the production.
Each Board Member is required to participate in corporate sponsorship and donor giving ca mpa igns.
Each Board Member shall be required to attend the monthly Board Meeting.
Board Members are required to attend five (5) rehearsals per production, and one (1) full performance of each production.
Board Members are required to actively participate in all marketing campaigns.