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