CONSTITUTION AND BYLAWS

MADISON COUNTY DRAMATIC PLAYERS

DBA, ANDERSON’S MAINSTAGE THEATRE

ARTICLE I – NAME AND PURPOSE

Section 1 – Name

The name of the Corporation is Madison County Dramatic Players, doing business as Anderson Mainstage Theatre (AMT). It is organized under the Indiana Nonprofit Corporation Act of 1991.

Section 2 – Purpose

The Corporation is organized exclusively for educational and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended from time to time. Activities may include, but are not limited to, theatre production, theatre education, and theatre participation.

The Corporation may do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers earlier set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid objects or purposes of any part or parts thereof, provided the same are not inconsistent with the laws under which it is organized.

ARTICLE II – MEETINGS

Section 1 – Meetings

Any and all meetings of the members of Madison County Dramatic Players (Members) and the Board of Directors (Board) of this Corporation shall be held within the State of Indiana, at such a place designated by the Board and may include virtual, remote participation. Meetings of the Board and Members will be conducted using Roberts Rules of Order.

Section 2 – Fiscal Year

Calendar year will be utilized for all fiscal reporting.

Section 3 – Annual Meeting of Members

An annual meeting of Members shall be held each year following the final production of the AMT season and before December 31. The meeting will include the election of members of the Board (Directors).

Section 4 – Special Meeting of Members

A special meeting of Members may be called at any time by the President or by a majority of the active Directors.

Section 5 – Notice of Meetings of Members

At least ten days prior to any meeting of Members, notice of the time and place of such meeting as well as the purpose of special meeting shall be given to each Member in the form provided for in these bylaws.

Section 6 – Organizational Meeting of Board

Immediately following the annual meeting of Members, the Board as constituted on final adjournment will convene an organization meeting for the purpose of electing officers and other business as determined by the Board. This organization meeting may be held at a different time by consent the Board, but no later than the first regularly scheduled meeting of the newly elected Board.

Section 7 – Regular Meetings of the Board

Regular meetings of the Board shall be held no less than six times in any calendar year, at such time and place as determined by the Board. Notice of such meetings shall be provided to all Directors in a timely manner in advance of said meetings. Notice of regular meetings to Directors may be provided through an invitation through an electronic calendar in common use by all Directors.

Section 8 – Special Meetings of the Board

Special meetings of the Board may be called by the President or by a majority of the active Directors at any time. Notice of such meetings shall be provided to all Directors in a timely manner in the form provided for in these bylaws and will include the date, time, and purpose of said meeting.

Section 9 – Executive Sessions of Board

Executive sessions may be conducted at the discretion of the Board as either a part of a regular or special meeting, or a standalone special meeting.

Section 10 – Notices of Meetings and Minutes

All notices required to be given by a provision of these bylaws, shall state the authority pursuant to which they are issued (“As by order of the President,”, “By order of the Board of Directors”, “As provided for in the bylaws” as the case may be) and contain the location, date and time of said meeting as well as the purpose of special meetings. Provision for virtual, remote attendance will be communicated if applicable. Every notice shall be deemed duly served when the same has been either deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at their last address appearing upon the membership record of the Corporation, delivered by electronic mail or social media to the address last appearing upon the membership record of the Corporation. Minutes of Member and Board meetings may be delivered through posting on the Corporation website or other commonly available and utilized social media. Notices to Directors may also be delivered through social media or online workgroup tools in common use by all Directors for conducting Corporation business.

Minutes to all Board and Member meetings will be made available to Members as provided for in this Section.

ARTICLE III – QUORUM

Section 1 – Quorum of Members

Presence of at least ten Members, not including Directors, and a quorum of the Board, shall constitute a quorum at any meeting of the Members.

Section 2 – Quorum of Directors

To conduct the business of the Board, two-thirds of active Directors must be present.

To clarify, the number of active Directors must equal or exceed two-thirds of the active Directors. For example, if there are nine active Directors, six or more active Directors must be present. If there are ten active Directors, seven or more active Directors must be present.

ARTICLE IV – VOTING

Section 1 – Member Eligibility to Vote

Each Member as defined in these bylaws that is present at any Member meeting is entitled to one vote. Voting by proxy will not be permitted.

Membership must be attained prior to the distribution of the notice of the Member meeting in order to vote at that meeting.

ARTICLE V – BOARD OF DIRECTORS

Section 1 – General Powers

The Corporation shall operate under the supervision and control of an elected Board. Except as otherwise expressly governed by law, the Articles of Incorporation, or these Bylaws, Directors shall have fiduciary authority over all of the Corporation’s affairs.

Section 2 – Nonliability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 3 – Number and Term of Directors

The business, property and affairs of this Corporation shall be managed by a Board composed of no less than 7 and no more than 12 persons, who shall be members of the Corporation. Each Director shall hold office for the term of three years or until their successor is elected. Each Director will be limited to no more than three consecutive full terms without first sitting out one year.

To the extent practical, the Directors shall be divided into at least three groups of that each include approximately one-third of the Directors, with the term of each such group to expire in successive years to the others, so that approximately one-third of the Directors shall be elected each year.

Section 4 – Changing the Number of Directors

The Board may increase or decrease the number of Directors so long as the number is not less than the minimum nor more than the maximum specified in these bylaws. A change to the number of Directors may only take effect with the election of Directors at the annual Members meeting. No decrease in the number of Directors can result in dismissing a Director prior to the end of the term they were elected or appointed to. Reduction of the number of serving Directors may only occur by completion of their term, resignation, or termination of the membership of the Director as provided for in these bylaws.

Section 5 – Board Vacancies and Inactive Directors

Vacancies in the Board can result from resignation, termination of membership of the Director as provided for in these bylaws, or other circumstance that prohibits a Director from completing their term.

Vacancies in the Board will be filled by appointment made by the remaining Directors in consultation with the Nominating Committee and affirmed at the next Member meeting. Each person so appointed to fill a vacancy will remain a Director until their predecessor’s term has been fulfilled. The Board may choose not to fill a vacancy should less than six months remain in the term of the exiting Director or if the Board choses to reduce the number of Directors effective at the next Member meeting.

A temporary vacancy in the Board may result in a Director being deemed Inactive. This could occur due to illness, incapacitation, or other circumstance that prevents a Director from fulfilling their responsibilities for a period of time, but with the expectation that they will return to their role prior to the end of their term. With approval of the majority of the remainder of the Board, the Director would be deemed inactive for a specified period of time. This period may be extended with additional Board approval. Inactive Director positions will not be considered vacancies and will not be filled by the Board.

Section 6 – Conflict of Interest and Family Members

No member of the Board, or any of its committees, shall derive any personal profit or gain, directly or indirectly, by reason of their participation with the Corporation, unless approved by the Board. Each individual shall disclose to the Corporation any personal interest that they may have in any matter pending before the Corporation and shall refrain from participation in any decision on such matter.

No more than one member of a household can participate as an officer on the Board; whether through direct election or by appointment. For example, spouses and or domestic partners will not both be in one of the following positions: President, Vice-President, Secretary, or Treasurer.

Section 7 – Action by Majority Consent by the Board

Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if the action is taken by a majority of all active Directors. The action must be evidenced by a documented proposal describing the action to be taken, and included in the next meeting minutes reflecting the action taken. Action taken under this section is effective when a majority of active Directors approve the consent, unless the consent specifies a prior or subsequent effective date. The approvals on such consent may occur through hard copy document or electronic means such as email, facsimile, or social media forum.

Section 8 – Power to Elect Officers

The Board shall select a President, one or more Vice-president(s), a Secretary and a Treasurer. Optionally, the Board may choose to elect a Sergeant at Arms. Officers must be Directors.

Section 9 – Power to Appoint Agents

The Board shall have the power to appoint such other agents as the Board may deem necessary for transaction of the business of the Corporation.

Section 10 – Removal of Officers and Agents

Any officer or agent may be removed by a majority vote of a quorum of the Board whenever in the judgment of the Board such removal is in the best interests of the Corporation.

Section 11 – Power to Fill Officer Vacancies

The Board shall have power, by majority vote, to fill any vacancy in any office occurring from any reason whatsoever.

Section 12 – Power to Appoint Committees

The Board shall have power to appoint by resolution, committees, which shall exercise the authority of the Board in the management of the business of the Corporation between meetings of the Board. Such committees shall include at least one Director.

Unless otherwise appointed, the following committees will be considered permanent:

1. Executive Committee – The Executive Committee includes the officers of the Board and provides direction to the Board as a whole. The Executive Committee make act on behalf of the board for emergency decisions.

2. Finance Committee – The Finance Committee is responsible for oversight of all financial activity, including preparation of accounting statements and tax returns. The Finance Committee is responsible for recommendation of financial policies. The Treasurer is a member of the Finance Committee.

3. Nominating Committee – The Nominating Committee is responsible for identifying and soliciting Directors for election or appointment and consists of at least three members. The Board will provide guidance to the Nominating Committee on necessary qualifications and skills being sought. There will be no more than one Director on the Nominating Committee.

Section 11 – Power to Require Bonds

The Board may require any officer or agent to file with the Corporation a satisfactory bond conditioned for faithful performance of their duties. Should a bond be required that is not already in place, the cost will be borne by the Corporation.

Section 12 – Compensation

The compensation of agents of the Board may be determined by the Board. Directors will not be compensated by the Corporation for services in their role as Directors.

ARTICLE VI – OFFICERS

Section 1 – President

The President shall be selected by the Board. The Board president shall be the chief executive officer of the Corporation. The president shall preside over all meetings of the board and of the members and shall have general active management of the business of the Corporation. The president shall see that all orders and resolutions of the board are carried into effect and shall be an ex officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.

Section 2 – Vice-President

At least one Vice-president shall be elected by the Board. The first Vice-president shall perform the duties and exercise the powers of the President during the absence or disability of the president.

Section 3 – Secretary

The Secretary shall be responsible for recording the minutes of all meetings of the Board and shall preserve in books of the Corporation true minutes of the proceedings of all such meetings. The Secretary shall be responsible for making meeting minutes to available to Members, as well as being responsible for all notices required by statute, bylaw or resolution and shall perform such other duties as may be delegated to the Secretary by the Board.

Section 4 – Treasurer

The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and disbursements including ensuring matching receipts are provided for any disbursements made in advance of purchases. The Treasurer shall deposit all moneys, securities and other valuable effects in the name of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. Whenever required by the Board, the Treasurer shall render to the president and Directors an account of all or any transactions made by the Treasurer and of the financial condition of the Corporation.

Section 5 – Sergeant at Arms

The Sergeant at Arms is an optional, officer level position. The Sergeant at Arms supports the President or presiding officer through facilitating orderly and efficient Board and Member meetings by ensuring bylaws and protocols are followed. This includes determination of quorums, ensuring voting procedures are followed, and promoting adherence to meeting agendas and timelines. The Sergeant-at-Arms position, if utilized, can be combined with another officer position.

ARTICLE VII – EXECUTION OF INSTRUMENTS

Section 1 – Checks, Etc.

All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation and shall be countersigned by such officers or agents as the Board shall from time to time designate for that purpose.

Section 2 – Contracts, Conveyances, Etc.

Unless otherwise provided by action of the Board, all contracts, leases, commercial paper, and other instruments or documents in writing, and all legal documents, shall be signed by the President and attested by the Secretary, if required.

Section 3 – Financial Audits

No less than bi-annually an audit of the financial records of the Corporation shall be conducted. The Board shall appoint an Auditor that may be selected either from Corporation membership from an outside organization and must not be directly involved with a financial administrative activity within the Corporation. The Auditor shall review financial records and processes and create a report that includes identification of any deficiencies for presentation to the Board.

ARTICLE VIII – MEMBERSHIP

Section 1 – Membership Defined

The membership of the Corporation and the criteria for membership shall be as follows:

 Membership is obtained by criteria determined by the Board.

 Members can only be individuals and not corporate or other entities.

 Only one membership may be held per person.

 Members must be 18 years of age or older.

 Membership is in force from the time membership is obtained through the end of the first production of the following season.

Section 2 – Termination of Membership

Any Member may be removed from membership by a majority vote of the Members present at any annual meeting or at any special meeting of the Members called for that purpose, for conduct deemed prejudicial to the Corporation provided that such member shall have first been served with written notice of the accusations against him or her and shall have been given an opportunity to produce witnesses, if any, to be heard at the meeting at which such vote is taken. Should that Member be a Director, they shall be removed from the Board.

ARTICLE IX – DISSOLUTION

Section 1 – Dissolution

Upon dissolution of the Corporation, the Board shall create and oversee execution of a plan distribute of the assets remaining after payment, or provision of payment, of all debts and liabilities of the Corporation, to one or more other nonprofit corporations organized and operated for educational and literary purposes related to live theatre and operating in or near Madison County, Indiana.

ARTICLE X – AMENDMENT OF BYLAWS

Section 1 – Amendments, How Effected

The bylaws of the Corporation may be amended at any annual Member meeting or special Member meeting called for that purpose. Proposed amended bylaws will be distributed with the notice of the Member meeting if they have not been distributed previously.