Endless Mountains Theater Bylaws

BYLAWS
ENDLESS MOUNTAINS THEATRE COMPANY, INC.

ARTICLE 1
NAME

SECTION 1:
This Corporation shall be named, known, and styled as designated in its charter, “THE ENDLESS MOUNTAINS THEATRE COMPANY, INCORPORATED”, but alternatively shall be referred to as “THE ENDLESS MOUNTAINS THEATRE COMPANY”, “EMTC”, or “Corporation”.

ARTICLE 2
LOCATION

SECTION 1:
The home office of the Corporation shall be located in Susquehanna County, Pennsylvania.

ARTICLE 3
SUPPORTING MEMBERSHIP CLASSIFICATION, DUES, AND FEES

Supporting membership classifications and fees shall be determined by the Board of Directors by a simple majority vote. No person shall be excluded from supporting membership on the basis of race, creed, religion, gender, ethnicity, disability, age, or sexual orientation.

ARTICLE 4
MEETINGS

SECTION 1:
Regular monthly meeting of the Board of Directors shall be scheduled yearly at the first meeting of the new fiscal year and will be duly publicized.

SECTION 2:
Special meetings of the Board of Directors may be called at the request of two Board members with no less than seventy-two hours notice. In the event of an emergency when seventy-two hours is not feasible, the Executive Board will be empowered to poll the Board for a decision on the matter.

SECTION 3:
A general meeting of the supporting members of the Corporation shall be held annually during the month of April on a date and at a time and place to be fixed by the Board of Directors and notice of said meeting shall be made to each supporting member in good standing at least 10 days in advance of the meeting.

SECTION 4:
A schedule of all meetings of the Board of Directors shall be available to all supporting members on the corporation website. In case of a special meeting, all supporting members shall be notified by email or by mail and said notice shall include the reason(s) for such meeting.

SECTION 5:
At least fifty-one percent of the Board of Directors shall constitute a quorum for the transaction of business unless otherwise specifically provided for in these bylaws. A simple majority vote shall be sufficient to transact any item of business except as may otherwise be provided in these bylaws.

SECTION 6:
Any supporting member present who is eighteen years old or older shall be entitled to vote, and the vote of each supporting member shall be of equal weight. No more than 2 votes shall be allowed per family supporting membership and only the representative member of a corporation, business, civic organization or affiliate shall be entitled to vote at any meeting of the Corporation.

SECTION 7:
Minutes of the Annual Meeting of the Corporation shall be distributed to the Board of Directors for review within thirty days following said meeting and shall be available to the supporting membership upon request.

ARTICLE 5
BOARD OF DIRECTORS

SECTION 1:
There shall be a Board of Directors composed of at least five and no more than fifteen persons who shall be members of the EMTC.

SECTION 2:
At the Annual Meeting of the Corporation, a Nominating Committee composed of at least three members of the Board of Directors shall present a list of nominees for Board vacancies some of whom shall be designated as nominees for Executive Board positions.

SECTION 3:
The names of additional eligible nominees may be made from the floor under the appropriate item of business during the Annual Meeting. The supporting membership shall then proceed to vote.

SECTION 4:
The elected Directors shall be divided into three divisions, one division of which shall be elected at the Annual Meeting each year for a three year term. The term of office shall begin at the conclusion of the annual meeting. Should a vacancy on the Board of Directors occur during the course of the year between Annual Meetings, the Board shall elect a supporting member to fill any unexpired portion of the term of office of the Director creating the vacancy. Initial terms of Board members within the three divisions shall be divided into one year, two year, and three year terms; thereafter, elected Board members shall serve a three year term.

SECTION 5:
In addition to the inherent powers and the powers granted by the laws of the Commonwealth of Pennsylvania, the Board of Directors shall have the following powers:

1. To be in charge of and administer the property, funds, and affairs of the Corporation.
2. To appoint, suspend, and remove Officers according to Roberts Rules.
3. To appoint and remove committees.
4. To make any and all necessary expenditures.
5. To collect, through the Executive Board all dues, accounts, monies, and properties owed to the Corporation.
6. To purchase or otherwise acquire for the Corporation any property, right or privilege that it is authorized to acquire at such price or consideration and upon such terms as they deem appropriate.
7. To approve the acceptance of all gifts of real or personal property to the Corporation.
8. To authorize individuals to countersign checks.

SECTION 6:
The members of the Board of Directors shall remain informed of all facets of the EMTC.

1. Each member of the Board of Directors shall be involved with at least one production annually.
2. Members of the Board of Directors shall serve without financial compensation.
3. Each member of the Board of Directors shall satisfy the minimum Board meeting attendance requirement of 2/3 of the Board meetings in a fiscal year. Emergencies notwithstanding, each member of the Board of Directors shall RSVP to all meeting reminders no later than 48 hours before the meeting.
4. Each member of the Board of Directors shall serve on at least one standing committee.

SECTION 7:
A Board member shall not be personally liable for monetary damages for any action taken, or any failure to take action, unless (i) the Board member has breached or failed to perform the duties of his/her office under subchapter 57 of the Pennsylvania Non-Profit Corporation Law and, (ii) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. The provisions of this section shall not apply to (i) the responsibility or liability of a Board member pursuant to local, state, or federal law. Any repeal or modification of this section shall be prospective only, and shall not affect to the detriment of any Board member, any limitation on the personal liability of a Board member of the Corporation existing at the time of such repeal or modification.

ARTICLE 6
EXECUTIVE BOARD

SECTION 1:
There shall be a Chairman, Vice-Chairman, Secretary and Treasurer. They shall serve for a term of one year. They shall be elected at the Annual Meeting, and shall serve for a term of one year to begin at the conclusion of the annual meeting at which elected.

SECTION 2:
Duties of the Executive Board:

1. The Chairman shall preside at meetings of the Board of Directors and, in consultation with the other Executive Board members and Committee Chairpersons and shall be responsible for preparing the agenda for all meetings of the company. If the Chairman is absent, the Vice-Chairman shall preside. The Chairman, or in case of absence, the Vice-Chairman, shall preside at all meetings of the General supporting membership of the Corporation. The Chairman shall have the general management of the business of this Corporation; shall execute all bonds, mortgages, and all contracts of the Corporation, shall have general superintendency and direction of the Corporation; shall meet with the Executive Board and set up a calendar for the year; shall submit an annual report of the operations of the Corporation to the Board and supporting members at the Annual Meeting and shall report to the Board all matters within his or her knowledge that may affect this Corporation; shall appoint with the approval of the Board the Standing Committees; shall be an Ex-Officio supporting member of all Standing Committees and shall have the responsibilities and management usually vested in the office of Chairman of a Corporation; and shall be a voting member of the Executive Board.
2. The Vice-Chairman shall assist the Chairman and shall have full authority to act in place of the Chairman in the Chairman’s absence.
3. The Secretary shall attend all sessions of the Board of Directors and all meetings of the Corporation and shall act as a clerk thereof; and shall record all votes and proceedings. The minutes of all meetings shall be distributed to the Board members within one week after a Board meeting and a copy filed in the EMTC office. The Secretary shall conduct correspondence in the name of the Corporation, unless a Corresponding Secretary is appointed, and shall perform such other duties as may be prescribed by the Board or the Chairman. In the absence of the secretary, the presiding officer shall appoint a secretary pro tem to carry out these responsibilities.
4. The Treasurer shall record dues, fees, funds, and the property, and give receipts therefore; shall deposit all funds in the name of the Corporation in depositories designated by the Board; shall maintain in the name of the Corporation such safe deposit boxes as may be necessary for the safeguarding of the Corporation’s securities, insurance, policies and other documents; upon receipt of orders or vouchers approved for payment by the Board, the Treasurer shall promptly draw and sign checks or drafts for the same and shall present them to the Chairman or other Executive Board member for countersigning; shall furnish monthly financial statements to the Board; shall make an annual report covering the period between annual meetings to the supporting members at the Annual Meeting of the supporting membership; shall file a statement on behalf of the Board at the end of the fiscal year; and shall perform such other duties as the Board or Chairman may specify.

SECTION 3:
The Chairman and Treasurer shall be required by the Board to be bonded and others as deemed necessary by the Board.

ARTICLE 7
APPOINTED POSITIONS

SECTION 1:
The Board of Directors has the power to appoint any Ad Hoc position as deemed necessary.

ARTICLE 8
COMMITTEES

SECTION 1:
There shall be the following Standing Committees:

1. Nominating/Supporting Membership
2. Outreach/Education
3. Executive Committee
4. Marketing Committee
5. Venue Committee

SECTION 2:
Other committees may be named by the Board as deemed advisable or necessary.

SECTION 3:
Duties of Standing Committees:

1. a. The Nominating/Membership Committee shall conduct an annual notification of supporting members and seek new supporting members. It shall receive from the Treasurer all supporting membership applications, maintain a current supporting membership roster, including supporting members’ preferred areas of interest and service to the organization, keep a record of dues payments and distribute supporting membership cards. This committee shall be responsible for the slate of nominees for Executive Board and Board supporting members to be presented (with the expiration date of each position) at the Annual Meeting.
2. The Outreach and Education Committee shall work within the schools and community to establish a schedule of learning opportunities for each year as relating to music, theatre and dance.
3. The Executive Committee shall be composed of the Chairman, Vice-Chairman, Secretary, and Treasurer of the EMTC to conduct any necessary business between the meetings of the Board and set the agenda for the Annual Meeting of the Corporation. A majority of the Executive Committee shall constitute a quorum.
4. The Marketing Committee shall develop and bring to the Board the marketing plan and shall oversee the execution of same. This plan shall include, but is not limited to, generation of ad sales, advertising of each production, and increasing public awareness of EMTC.
5. The Venue Committee shall maintain a list of prospective venues and contact personnel, maintain a relationship between EMTC and the venue, seek new venues as needed, and appoint a person from within the committee as the liaison between the venue and the production director. At all times, the liaison shall be aware of the needs of the show and any restrictions imposed by the venue and shall communicate same between those parties.

ARTICLE 9
PERMANENT TRUST FUND

The Board of Directors has the power to create a permanent trust fund in case of need.

ARTICLE 10
AUDIT

The fiscal year shall run April 1 to March 31 and a review or an external audit of the finances of the Corporation for the fiscal year shall be completed as soon as possible after March 31.

ARTICLE 11
PARLIAMENTARY AUTHORITY

The rules contained in “Robert’s Rules of Order” shall govern the procedure of the EMTC in all cases to which they are applicable and in which they are not inconsistent with the current bylaws of the EMTC.

ARTICLE 12
AMENDMENTS

All amendments shall be made by a majority of supporting members present and voting at the Annual Meeting or a special meeting of the EMTC supporting membership. Amendments to the bylaws require advance notice of the proposed amendment in accordance with Article 4, Section 4 of these bylaws. The bylaws of the EMTC shall be reviewed and/or revised every three years by a committee of no less than three Board supporting members to be appointed by the Chairman.

ARTICLE 13
INDEMNIFICATION

The Corporation shall indemnify its Board supporting members and Executive Board to the fullest extent permitted by Pennsylvania statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board or independent legal counsel appointed by the Board (who may be regular counsel for the Corporation) made in accordance with applicable statutory standards; provided, however, that such indemnification shall be only to the extent permitted of organizations which are exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1986 or corresponding provisions of any future United States Internal Revenue Law.

First created June 9, 1999
Revised March 28, 2006
Revised (date ratified) 2010
Revised March 7, 2014