Lakeside Players Inc. Bylaws
ARTICLE I. NAME AND LOCATION
The name of this organization shall be Lakeside Players, Inc., a Wisconsin Corporation. It is incorporated under chapter 181 of the Wisconsin Statutes as a non-stock nonprofit organization. It shall observe all local, state, and federal laws which apply to a nonprofit organization defined in Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE II. PURPOSE
The primary purpose of this organization shall include staging live theatrical productions for the enrichment of life in Kenosha and providing recreation, entertainment, and education for the citizens of the greater Kenosha area. The organization will also be responsible for the restoration, preservation, and maintenance of the historic Rhode Opera House.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility. Anyone of good character desiring to promote the purpose of Lakeside Players, Inc., shall be eligible for membership.
Section 2. Classifications. There shall be three classifications of membership:
A. Associate Member: Any individual who has helped, on stage or off, to further the aims of Lakeside Players, Inc. Associate membership is open to all volunteers, actors, production personnel, and season ticket holders. Associate members may be members of the organization’s committees. Associate Membership is granted, initially, for one calendar year from the date of active involvement in the organization; it is perpetuated, on a yearly basis, by report of continued involvement. All supervising personnel are expected to apprise the Board Secretary in writing of persons involved in their area (cast, crew, volunteers, etc.)
B. Active Member: Any Associate Member, as described above, over the age of 18, who pays an annual membership fee as established by the Board of Directors. Only active members have voting privileges. Only active members may be elected to the Board of Directors. Active Membership is grated for one fiscal year beginning on July 1st. There will be no prorating of the membership fee for a partial year’s membership. The Board of Directors can, in its discretion, waive the membership fee based upon exceptional contribution towards Lakeside Players, Inc.
C. Lifetime Member: Lifetime memberships may be bestowed upon any individual upon recommendation of the Board of Directors and approval by a majority of the Active Membership at the annual meeting. Lifetime members are afforded voting privileges in an year(s) that they maintain Associate Membership. Membership fees will be waived for Lifetime Members.
Section 3. Records. The Board of Director will assure that a complete, up-to-date list of each class of members is available at all General Membership meetings. Any member of the organization may request and obtain the most recent list(s) upon written request to the Secretary and payment of costs of copying. Lists so distributed may not be rented, sold, or otherwise made available to nonmembers, groups, organizations, or businesses.
Section 4. Resignations and Expulsion.
A. Resignation. Any member may resign from the organization upon written notice to the Board of Directors.
1. Any member may bring to the Board of Directors a bill of particulars and request for the expulsion of a member; also, any Director may bring a bill of particulars and request for the expulsion of a member.
2. Following the receipt of a request, a two-thirds vote of the Board of Directors, at a regularly scheduled meeting thereof, may suggest expulsion of a member for cause or conduct unbecoming of a member or prejudicial to the aims or reputation of Lakeside Players, Inc.
3. A notice and opportunity for a hearing shall be afforded the member complained against.
4. The ultimate expulsion recommendation will be voted on by the Active Membership at a Special Meeting according to Article IV, Section 2. A simple majority is required for action.
Section 5. Membership Fees. The nominal membership fee, primarily to cover costs of printing and mailing meeting notices, ballots, and official publication for members, shall be recommended annually by the Board of Directors and voted on by the Active Members at the annual meeting
ARTICLE IV. MEEETINGS OF MEMBERS
Section 1. General Membership. The Board of Directors will set the calendar for the year’s meetings at their organizational meeting in July. If possible, these meetings will be held uniformly throughout the year (i.e., first Sunday or second Sunday, etc.) An agenda for each meeting will be prepared and distributed to the membership at the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the Board of Directors or upon written request of not less than ten percent (10%) of the Active Membership. Written notice, stating the place, day, and hour of the special meeting and the purpose for which the meeting called, shall be delivered not less than five days before the date of the meeting, either personally or by mail, to each member entitled to vote at such a meeting. If mailed, each notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of Lakeside Players, Inc. with postage thereon prepaid.
Section 3. Quorum. Thirty three and one third percent (33 1/3%) of the Active Members shall constitute a quorum. Business may be conducted at a meeting lacking a quorum should it meet all other qualifications of a regularly scheduled and announced meeting and if no quorum count is requested by any voting member.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Composition and Terms. The Board of Directors shall consist of nine members elected by the Active Membership, one third (1/3) of whom shall be elected annually. When a board member’s term is over, he/she may run for re-election to another three year term. Re-election is required every three years.
Section 2. Qualifications. Any Active Member in good standing shall be qualified to become a member of the Board of Directors.
Section 3. Duties. Primary responsibility for implementing the programs and purposes and for conducting the normal daily business of Lakeside Players, Inc., shall be vested in the Board of Directors.
Section 4. Nominations and Elections. The Nominating Committee for the election of Directors shall be appointed by the President at the regularly scheduled meeting in April. The committee shall consist of two (2) current Board of Directors members and three (3) Active Members, not currently serving on the Board. The committee shall elect the chairperson.
A. Nominations. The Nominating committee will submit a list of at least three (3) nominees for directors to the Board of Directors by May 1. Any Active Member may nominate a candidate for the Board of Directors.
B. Voting. All voting shall be by ballot. The membership will vote for three (3) directors from the ballot submitted, or by write in, for a term of three (3) years.
C. Election Supervision. The President, Vice President, Secretary, and Treasurer will supervise the election, count ballots, and certify the results.
D. Assumption of Office. The effective date for assuming office by the new Board of Directors shall be July 1st.
Section 5. Officers. At the July organizational meeting, the Directors shall elect for the ensuing year, a President, a Vice President, a Secretary, and a Treasurer.
Section 6. Vacancies. If a vacancy occurs on the Board of Directors, the Board of Directors will make an interim appointment, pending approval by the Active Membership at the next scheduled membership meeting.
Section 7. Removal. A director may be removed by the Board of Directors after three (3) consecutive absences without satisfactory reason.
A. Classes of Meetings. There shall be three classes of meetings of the Board of Directors.
1. Regular. Regular Meetings of the Board of Directors shall be held monthly. Notice will be given not less than five (5) days in advance. Treasurer’s and any active committee reports must be prepared for all meetings. Agenda items and additional items brought to the table may be acted upon at regular meetings.
2. Special. Special Meetings of the Board of Directors may be called at any time by the President of the Board and three (3) directors. Notice may be given not less than forty eight hours in advance. The specific purpose(s) of the special meeting must be included in the notice. Only the stated items, as announced in the notice, may be acted upon at the special meeting.
3. Emergency. Emergency Meetings of the Board of Directors may be called by the President of the Board or two (2) directors. Reasonable notice will be given by phone of the emergency meeting. Only the extremely time-sensitive items, as announced in the notice, may be acted upon at an emergency meeting. Upon agreement of a majority of the Board of Directors, an Emergency Meeting vote may be taken over the phone if time is off the essence. The vote and action will be reviewed at the next regular meeting.
Section 9. Board Meeting Protocol.
A. Motions. Only voting Board Members may make or second a motion.
B. Discussion. Only voting Board members may enter into discussion, except at the discretion of the President or the direction of two (2) members of the Board of Directors.
C. Voting. Only voting Board Members may vote on any issue which comes before them.
Section 10. Quorum. A total of five (5) directors present shall constitute a quorum for the transaction of business.
ARTICLE VI. OFFICERS.
Section 1. Officers. Officers of the organization shall be President, Vice President, Secretary, and Treasurer, as provided by Article V, Section 5.
Section 2. Duties of Officers. Officers are responsible for duties specified by these bylaws, as well as those duties identified in a job description created by the Board of Directors. Job descriptions may be modified by the Board at any time and will be attached to, but not part of, the bylaws.
A. President. The President shall serve as the chief elected officer of Lakeside Players, Inc., and shall preside at all meetings of the membership, Board of Directors, and Executive Committee. The President shall not vote on any issue except to break a tie vote. The President of the Board shall, with the advice of counsel of the Vice President, assist in the selection of committee personnel, subject to the approval of the Board of Directors. The President may sign, with the Secretary or any other proper office of the corporation authorized by the Board of Directors, all contracts, deeds, bonds, and other papers or instruments to which the organization is a party, as may be required from time to time by the Board of Directors.
B. Vice President. The Vice President will exercise the powers and authority and perform the duties of the President in the absence or disability of the President. When active in the President’s absence, the Vice President shall not vote except to break a tie vote.
C. Secretary. The Secretary will be responsible for taking all minutes of all Board of Directors and Membership meetings. The Secretary will be responsible to provide notice for all meetings of the Board of Directors and General membership. The Secretary, with the assistance of the Executive Director, will be responsible for issuing a periodic newsletter to the membership and friends of Lakeside Players, Inc. The Secretary will also make sure that all Active Members receive a copy of approved minutes from all Board of Directors meetings. The Secretary will also be one of the authorized signers of the organization’s checks.
D. Treasurer. The Treasurer shall review all the financial transactions of Lakeside Players, Inc. Lakeside Players funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. The Treasurer is responsible for the preparation and submission of the annual tax reports to the Federal and State governments. He/she will also prepare the annual budget. Checks are to be signed by the Treasurer, or, in the absence of the Treasurer, another officer of the organization.
E. Designees. Any officer may select one or more designees to accomplish job functions of that office. The Board must be informed of any designees that have been chosen, along with their official functions. Said designees will not be compensated unless said compensation is approved by a majority of the Board.
ARTICLE VII. COMMITTEES
Section 1. Committees. When possible, the following committees will be formed on an ongoing basis.
A. Volunteer Night at the Rhode. This committee will be responsible for organizing and coordinating membership work sessions. The committee will plan work projects to help maintain and preserve the beauty of the historic Rhode Opera House. The committee chair will be responsible for informing the membership of upcoming projects.
B. Technical Committee. This committee will be organized to help coordinate the technical aspects of play production. Subgroups of this committee are the following: 1. Lighting, 2. Sound, 3. Backstage technical support, 4. Set construction, 5. Props, and 6. Costumes. Ideally, there will be separate vice-chair of each of these subgroups. The committee chair and, if possible, subgroup vice-chairs, shall meet with each show’s director to coordinate his/her needs. Members of this committee will coordinate the selection of lighting and sound people, Stage Manager and stage hands, and set construction crews. The Technical Committee will also coordinate, along with the director and cast of the play, the “Strike” of the set when each production is concluded.
C. Lobby Volunteers. This committee will organize all volunteer help in the following areas: 1. House Manager, 2. Box Office, 3. Ticket Takers, 4. Ushers, and 5. Concession Stand. Ideally there will be a separate vice chairperson for each of these subgroups.
D. Fund Raising. This committee will assist the Executive Director in the following: 1. Program Book Advertising Sales, 2. Group Sales, 3. Sponsorships, and 4. Other fund raising projects.
E. Facilities. This committee will work in conjunction with the Volunteer Night at the Rhode committee to ensure completion of necessary projects. Members of this committee will be well-versed in the operation of the mechanical aspects of the building.
F. Season Planning Committee. This committee will be responsible for reviewing director applications, proposals, and scripts fro the upcoming season. They will make recommendations to the Active Members for advice, and then to the Board of Directors for final approval.
Section 2. Appointment. The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairs unless otherwise specified. The President may appoint and withdraw such ad hoc committees and their chairs as deemed necessary to carry out the Program of the organization. The Board of Directors will set guidelines and direction for each committee’s work. The chair of each committee will be required to make periodic reports to the Board of Directors as set up by the Board.
Section 3. Limitation of Authority. No action by any member, committee, employee, director, or other officer shall be binding upon, or constitute an expression of the policy of, Lakeside Players, Inc., until it shall have been approved or ratified by the Board of Directors and the Active Membership as required by these bylaws.
ARTICLE VIII. FINANCES.
Section 1. Funds. All money paid to Lakeside Players, Inc., shall be placed in a general operating fund unless otherwise designated or specified.
Section 2. Disbursements. Disbursements shall be made by checks that have been signed as described in Article VI, Section 2 (c).
Section 3. Fiscal Year. The fiscal year of Lakeside Players, Inc., shall close on June 30.
Section 4. Budget. As soon as possible after the election of the new Board of Directors and officers, the Board of Directors shall adopt the budget for the coming year.
A. Indebtedness. Any expense or indebtedness not authorized by the Board of Directors will be the fiscal responsibility of the incurring member unless the Board of Directors agrees to accept financial responsibility.
B. Salaries and Payments. Lakeside Players is a volunteer organization and members and others involved in its activities should not expect to be paid for their services unless payment is specified in the bylaws or in a written contract entered into by the Board of Directors and the individual.
ARTICLE IX. DISSOLUTION.
Section 1. Procedures. Lakeside Players, Inc., uses its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of Lakeside Players, Inc. Upon dissolution of the organization, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic organizations that supports the arts in Kenosha, to be selected by the Board of Directors.
ARTICLE X. GENERAL PROVISIONS.
Section 1. Parliamentary Authority. A published guide to parliamentary procedure shall be approved by the Board of Directors and shall be the final source of authority in all questions of parliamentary procedures – when such rules are consistent with the charter or bylaws of Lakeside Players, Inc.
Section 2. Seal. The Board of Directors may adopt a seal for the corporation from time to time.
ARTICLE XI. AMENDMENTS.
Section 1. Revisions. These bylaws may be amended or altered initially by a two-thirds (2/3) vote of the Board of Directors at two consecutive board meetings. Any proposed amendments or alterations shall be submitted to the Board in writing. After the Board of Directors has approved the amendment during the second consecutive board meeting, a meeting of the Active membership will be called to seek their approval. Meeting notice will include the wording of the proposed amendments and/or alterations. A two-thirds (2/3) vote of the Active Members in attendance at that meeting will be needed to ratify and approve the amendment.