Approved August 16, 2023
LADY SHAKES THEATRE COMPANY
BYLAWS
ARTICLE 1: (NAME)
The name of the group shall be Lady Shakes Theatre Company (Lady Shakes or LSTC) in all instances both public and private.
ARTICLE 2: (PURPOSE)
Section 1: (MISSION)
We are a women-driven company which aims to engage, empower, and celebrate our diverse community by reimagining classical theatrical works beyond the restriction of gender or cultural boundaries.
Section 2: (STATEMENT OF PURPOSE)
Notwithstanding any other provision of these articles, the Lady Shakes Theatre Company is organized exclusively for the following purposes: literary, theatrical and/or educational purposes, as specified in section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.
Section 3: (RESTRICTIONS)
No substantial part of the activities of the Lady Shakes Theatre Company shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501(h)). The Lady Shakes Theatre Company does not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Lady Shakes Theatre Company does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, approving of membership, hiring and firing of staff or contractors, selection of volunteers, selection of vendors, and providing of services.
ARTICLE 3: (FAIRNESS)
It is recognized that no set of Bylaws can cover all circumstances. In the event of an issue arising which is not covered by these Bylaws or Policies and Procedures, the issue will be decided on the basis of fairness, the good of the Lady Shakes Theatre Company, and common sense.
ARTICLE 4: (ACCOUNTING)
The Fiscal Year for the Lady Shakes Theatre Company begins March 1, and ends February 28/29 of the following calendar year.
Lady Shakes Theatre Company is a dues-collecting membership organization.
ARTICLE 5: (MEMBERSHIP)
The benefits and rights of membership are:
Membership shall be conferred on the payment of annual dues and completion of voluntary hours in company activities, as set by the board of directors.
Members who are eighteen (18) years of age or older may vote. Members younger than 18 may not vote, but shall be accorded all other benefits of membership.
Non-members may be utilized for LSTC activities at the discretion of the Board of Directors.
ARTICLE 6: (FUNCTIONS & DUTIES OF MEMBERS OF THE BOARD)
The Board of Directors shall consist of the following elected officers each elected for a term of two (2) years: President, Vice-President, Secretary, Treasurer, and a minimum of one (1) and maximum of five (5) Members-at-Large, who shall serve three (3) year terms. The Board will also include the Immediate Past President, who will serve a one (1) year term.
The Board is responsible for the conducting of all group business. The Board has budgeting authority for all company funds. A quorum of 50% of the board’s membership must be present to conduct official business. The members of the Board have a special obligation to provide personal support and assistance with Lady Shakes Theatre Company activities.
Section 1: (PRESIDENT)
The President presides over all scheduled meetings of the Membership, as well as those of the Board of Directors. The President may also call and preside over Special Meetings of the General Membership, as well as the Board of Directors, as circumstances warrant. The President is an Ex-Officio member of all Committees. The President may share executive duties with the Vice President. The president shall only vote on official board business when it is necessary to break a tie.
Section 2: (VICE-PRESIDENT)
The Vice-President fulfills the functions of the President when the President is unavailable, and is first in succession to the Presidency in case of vacancy before the term is complete.
The Vice-President shall supervise the election process.
Section 3: (TREASURER)
The Treasurer is responsible for managing all finances, collecting and depositing funds, and maintaining financial records for the Lady Shakes Theatre Company. The Treasurer shall collect membership dues and maintain a list of current members. The Treasurer shall present a report of current financial standing at each Board Meeting. The Treasurer is responsible for the filing of the Secretary of State Annual Report, as well as all State and Federal tax documents. The Treasurer may outsource duties with the advice and consent of the board. The Treasurer is second in succession to the Presidency in case of vacancy before the term is complete.
Section 4: (SECRETARY)
The Secretary shall be responsible to keep and make available minutes of all General and Board Meetings. Minutes from closed meetings shall be made available to board members within one month, and shall remain accessible to board members until the end of their current term. Minutes from open meetings shall be made available to company members within one month. The Secretary is third in succession to the Presidency in case of vacancy before the term is complete.
Section 5: (MEMBERS AT LARGE)
The Members-At-Large may be assigned specific responsibilities or titles as determined by the board.
Section 6: (IMMEDIATE PAST PRESIDENT)
The Immediate Past President shall be a member of the board for one year after their term as President ends. If for any reason the Immediate Past President is unable to serve, the position may sit vacant for the remainder of that term.
ARTICLE 7: (PRODUCTION FUNCTIONS)
Each production shall have an Artistic Director and a Producer approved by the Board, at least one of which must be a member of the board. The Artistic Director and the Producer each choose team members as needed for any given production. The Board retains the right to dismiss team members at any time. The Board must approve all production budgets.
ARTICLE 8: (COMMITTEES)
There shall be Permanent Committees, as established hereunder. Special Committees may be established and terminated by a majority vote of the Board of Directors. The Board of Directors must appoint a Chair to each Special Committee. Special Committee chairs must be company members. Non-members can serve on any committee in a non-voting, advisory role, at the discretion of the Board.
Section 1: (SEASON PLANNING AND COORDINATION)
The Vice-President chairs the Season Planning and Coordination Committee. The committee is responsible for conducting the director search, production/event selection, and venue vetting and submitting recommendations to the Board of Directors for approval. The committee will work towards minimizing barriers to accessibility of Lady Shakes programming.
Section 2: (PUBLICITY)
A member of the board chairs the Publicity Committee and will be selected by the board. The Publicity Committee is responsible for promotions, including but not limited to paid advertising, social media, email marketing, website maintenance, and media relations. The Chair may outsource duties with the advice and consent of the board.
Section 3: (ESTABLISHMENT OF PERMANENT COMMITTEES)
The voting membership may establish Permanent Committees, other than the above, by passing an amendment to the Bylaws, as described in Article 12.
Section 4: (ESTABLISHMENT OF SPECIAL COMMITTEES)
The Board may establish Special Committees. If a voting member wishes to initiate the creation of a Special Committee, they must submit a proposal to the Board of Directors for its due consideration. The Board of Directors shall notify members of the establishment of any Special Committees at the next General Meeting.
ARTICLE 9: (MEETINGS)
Meetings may be conducted in person or via electronic communication, provided that simultaneous communication and presence is available. Board business may be conducted via email, provided that written or electronic consent has been obtained from all board members. Any board member can request that email business be moved to an in-person or electronic meeting.
Section 1: (GENERAL COMPANY MEETINGS)
All General Company Meetings shall be open to the public. The Board will schedule a minimum of one (1) company meeting annually, for the purpose of general company business and electing officers. Any voting member may request a Special Meeting by submitting a request to the Board. The Board of Directors will have the final decision as to whether a Special Meeting will be called. Membership will be notified no less than fifteen (15) days prior to a General Meeting.General meetings shall be conducted under generally accepted parliamentary procedure and fairness.
Section 2: (BOARD MEETINGS)
Board Meetings will be open to all members and will be held at least quarterly. Each board member must attend at least three meetings in person or remotely. Failure to meet this minimum may result in removal by vote of the board. Board meetings shall be conducted under generally accepted parliamentary procedure and fairness.
Section 3: (EXECUTIVE BOARD MEETINGS)
The President has the right to call Executive Board Meetings, which only board members attend. Executive Board Meetings shall be conducted under generally accepted parliamentary procedure and fairness.
ARTICLE 10: (ELECTION OF OFFICERS)
Section 1: (REGULAR ELECTIONS)
Nominations and self-nominations for the Board of Directors will be accepted from December 1 until January 15. The Vice-President will prepare a slate of nominees and the membership will be notified no less than 15 days prior to the election in February. The procedure on how to cast an absentee ballot will be included in this notification. Newly elected Board members shall assume their duties March 1st.
Section 2: (BOARD VACANCIES)
In the event of a vacancy on the Board, the remaining members of the Board will select a member to fill the position until the next regularly scheduled election, with the exception of the Presidency as previously noted.
Section 3: (RUNOFF ELECTIONS)
If no candidate receives a majority vote, there will be a Runoff Election between the two candidates that receive the most votes. Absentee ballots will not be counted in the Runoff Election.
ARTICLE 11: (DISCIPLINE)
All board members and company members may be removed from the Board of Directors or from membership in the organization, or both, for actions that significantly harm the good reputation or function of the Lady Shakes Theatre Company The removal process for a Board or Company member must be initiated with the filing of a written grievance by a company member or volunteer to the Board. A vote of 80% by the Board is required for removal. The company membership may veto a removal vote with an 80% vote of the members in attendance at a General or Special Meeting.
ARTICLE 12: (AMENDMENTS)
These Bylaws may be amended at any General or Special Meeting of the Lady Shakes Theatre Company. Amendments may be proposed by any voting member in good standing, and the membership shall be notified of the proposed amendment(s) in writing at least 7 days prior to calling a vote. Amendment(s) must be passed by a vote of eighty (80) percent of the voting members present. Such amendments(s) shall be considered operative upon adoption.
ARTICLE 13: (DISTRIBUTION OF ASSETS)
Section 1: (RESTRICTIONS)
No part of the net earnings of the Lady Shakes Theatre Company shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
Section 2: (DISSOLUTION)
In the event of dissolution, all of the remaining assets and property of Lady Shakes Theatre Company shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to another organization, to be used in such manner as deemed by seventy-five (75) percent vote of Lady Shakes Theatre Company members, will best accomplish the general purpose for which this corporation was formed.
ARTICLE 14: (POLICIES AND PROCEDURES)
The Board of Directors may from time to time establish, terminate, or modify Policies and Procedures, which are to serve as detailed guidelines for Lady Shakes Theatre Company. In order to establish, terminate, or modify any policies and procedures, the same must be approved by a majority vote of the Board of Directors, to be reflected in the minutes. However, any policy or procedure may be terminated by a two-thirds vote of voting company members present at any General Meeting.