NOTE: These bylaws have been updated to reflect the results of the 2010 Fall Membership Meeting. These new bylaws are in effect as of 3 December 2010.
As revised and adopted, 1960 and incorporating Amendments approved at the annual General Meetings through October 15, 1972, and at the Fall General Meetings 1982, 1987, October 1993, and November 2004.
These bylaws are prepared and adopted for the government of the State College Community Theatre, Inc., a non-profit corporation organized under the laws of the State of Pennsylvania, and incorporated on the 13th day of June, 1960. The Articles of Incorporation are on file in the Court of Common Pleas of Centre County, Bellefonte, Pennsylvania.
Article I – Name and Location
The name of this corporation shall be The State College Community Theatre, Inc., (in these bylaws also known as "SCCT”, or "Corporation”), and it shall be located in State College, Pennsylvania.
Article II – Purposes*
The purposes for which this corporation is formed are exclusively charitable and educational and in furtherance of such purposes to foster educational recreation for adults and children of this area and to afford opportunity for creative endeavor and expression in the allied arts of the theater; to bring together the amateur talent of the area for the development and advancement of literary, artistic, musical and dramatic production; to propagate by every proper means among the public an understanding of the values of theatre and its contribution to the cultural, ethical, and moral life in the schools and community; and to encourage and support the highest standards of quality in all areas of theatrical activity.
During the term of existence of this corporation, and in the event of its dissolution, all assets, or any remaining assets, shall be used or distributed only for educational or charitable purposes which fall within the contemplation of Section 501(c)(3) of the internal Revenue Code of 1954 as now enacted or subsequently amended. No funds or property whatever in the possession or control of the corporation shall be used for purposes other than these, including reasonable expenses necessary to fulfill these purposes and the purposes of the corporation as hereinabove set forth.
* Article II shall never be amended or changed, since it is taken verbatim from the Articles of Incorporation, a legal document, registered and filed in the Court.
Article III – Membership
Membership is open to all persons upon payment of annual dues established by the Board of Directors.
An adult member is one who is age eighteen (18) or older.
Special classes of membership, and the requirements and privileges of members, may be established by the Board of Directors.
Article IV – Membership Meetings
Semi-Annual General Meetings.
(a) The Semi-annual General Meetings of members of this Corporation shall be held in Centre County, Pennsylvania: 1) on a Sunday in the Fall, for the purpose of electing members of the Board of Directors and transacting such other business as may properly be presented to the members; 2) on a Sunday in the Spring, for the purpose of presenting plans for the forthcoming Summer season and transacting such other business as may properly be presented to the members.
(b) Notice of the time, place, and agenda for each meeting shall be by mail to each member, at their address as recorded in SCCT’s membership records, and said mailing will be not less than fifteen (15) days prior to the date of the meeting.
(c) Members wishing to add to the listed agenda may do so at the meeting, prior to its approval.
(a) Special Meetings of this Corporation may be called at any time by a majority of the Board of Directors. It shall be the duty of the President to call Special Meetings whenever requested in writing by at least one-third (1/3) of the adult members of the Corporation.
(b) A notice of any Special Meeting shall be sent not less than ten (10) days prior to the date of the meeting to each adult member’s address, as listed in SCCT membership records, and shall state the meeting date, time, place, and purpose.
Section 3. One-eighth (1/8) of the adult membership shall constitute a quorum at the General and Special Meetings of this Corporation.
Article V – Finances
The fiscal year of this Corporation shall be from November 1 to October 31 of the following year.
The Treasurer shall prepare an annual report of receipts, expenditures, and accounts of the Corporation, and shall present this report at the Fall General Meeting.
The Board of Directors may arrange for an audit of the accounts of the Corporation.
Article VI – Board of Directors
The control and management of this corporation shall be vested in a Board of Directors consisting of ten duly elected adult members of this corporation and the immediate Past President, if this person is not one of the duly elected members of the Board.
Election of the Members of the Board of Directors.
(a) All members of the Board of Directors shall be elected for three-year terms. Terms shall be staggered over a three-year cycle. The number of members standing for election in any cycle of three years shall be four (4) - three (3) - three (3). Commencing with the General Meeting in October 1972, four (4) directors shall be elected for three-year terms and one director shall be elected for a two-year term. In subsequent years of this first cycle, three members shall be elected to the Board. In the year 1975, the cycle shall again begin with four (4) elected positions.
(b) A nominating committee consisting of five (5) adult members of the Corporation, two (2) of which must be members of the Board of Directors and three (3) of which must be chosen from the general membership, will be appointed by the Board of Directors to prepare a slate of candidates to be presented to the general membership.
(c) Any adult member of this Corporation present at the Fall Meeting may make a nomination, or more than one, from the floor.
(d) No nomination shall be effective unless the nominee consents to stand for election, which consent must be in writing if the nominee is not present at the meeting.
(e) The election of the members of the Board of Directors shall be by secret ballot of adult members present at the Fall General Meeting, and by absentee ballot of adult members received by SCCT at its office at any time prior to the date of the Fall meeting.
(f) If the Immediate Past President is elected to the Board in the year immediately following his/her presidency, there will only be ten members on the Board.
(g) The Immediate Past President, if not elected to the Board, shall serve only for the year immediately following his/her presidency, but will enjoy all the rights, privileges, and responsibilities of any other Board member.
(h) If, for any reason, the Immediate Past President ceases to function as a Board member, the position will remain vacant for the balance of the immediacy year.
(i) Board members having served six (6) consecutive years on the Board, or in the case of the Immediate past President seven (7) consecutive years, are again eligible for election to the Board, after not serving on the Board for one full year.
No member of the Board of Directors may serve for more than six (6) consecutive years, except that a Board member occupying the position of President in the sixth of six (6) consecutive years may serve a seventh consecutive year, in the position of Immediate Past president.
Vacancies on the Board of Directors.
(a) Vacancies on the Board of Directors occurring at any time during the year shall be filled for the remainder of that year by a majority vote of the remaining members of the Board of Directors taken at any Board of Directors Meeting.
(b) In the event the vacancy occurs during the first or second year of a three-year term, that vacancy shall be filled for the balance of the three-year term at the next Fall General Meeting. Such elections shall be conducted immediately following and separately from the elections specified in Section Two (2) of this article.
The Board of Directors may adopt such rules and regulations for the conduct of their meetings and for the arrangement of the affairs of the Corporation, as they deem consistent with the laws the Commonwealth of Pennsylvania, The Articles of Incorporation, or with these bylaws.
In case the entire Board of Directors shall die or resign, any adult member can call a special meeting, in the same manner that the president may call such special meetings, and members of the Board of Directors may be elected for the un-expired terms in the manner set forth in Article VI, Section 2 (e).
Powers of the Board of Directors.
(a) The Board of Directors shall conduct, manage, and control all the affairs and business of this Corporation, and shall make rules and regulations consistent with the laws of this Commonwealth, the Articles of Incorporation, and the bylaws of this Corporation.
(b) The Board of Directors may incur indebtedness within statutory limits, may authorize the purchase, encumbrance, and sale of real or personal property, may enter into, perform, or authorize the performance of contracts and agreements with respect to the acts and powers granted by law, by these bylaws, by the Articles of Incorporation of this Corporation, and by the laws of the Commonwealth of Pennsylvania, and generally shall supervise and regulate any, all, and every activity of the State College Community Theatre, Inc.
Removal for Substantial Cause.
(a) Any violation of the laws of this Commonwealth, or of the Corporation’s Articles of Incorporation, or of these bylaws, may be considered substantial cause.
(b) A member of the Board of Directors may be removed by a two-thirds (2/3) vote of all the members of the Board of Directors, for substantiated cause.
(c) Prior to the Board of Directors voting for removal, the Board must give to the Board member who may be removed: notice of the impending vote; specifics of the alleged violation(s); adequate time to prepare a rebuttal to the accusations; a specific date, time, and place for the presentation of a response.
(d) In the event the Board of Directors removes one of its members, the Board must notify the general membership of the Corporation within thirty (30) days from the removal date.
(e) A member of the Board of Directors may be removed for substantial cause by a vote of more than fifty percent (50%) of the adult membership of the Corporation, at a Special Meeting called for that purpose, and in the same manner as in Section 8 (c) above.
(f) In the event a member of the Board of Directors is removed by the Adult Membership of the Corporation, the Board of Directors must notify the General Membership of the Corporation within thirty (30) days from the removal date.
Article VII – Meetings of the Board of Directors
Regular meetings of the Board of Directors shall be scheduled and held at such time and place as may be determined by the members of the Board.
At the first regular meeting of the Board of Directors following the Fall General Meeting, the members of the Board of Directors shall elect the officers of the Board from its own membership. This election will be by majority vote.
Any Board member who misses two consecutive regular Board meetings, or a total of four regular Board meetings in any membership year, shall be notified by the Secretary of the Board of his/her absences. At the second meeting following said notification the member may be removed by two-thirds majority vote of the Board of Directors.
Special Meetings of the Board of Directors may be called by the President, and shall be called by the President upon request of two (2) or more members of the Board.
Notice of any special meeting of the Board of Directors shall be made to the members of the Board by the President not less than 24 hours prior to the meeting. Such notice will include the date, time, place, and reason(s) for the special meeting.
At all meetings of the Board of Directors there shall be present at least 51 percent of the Board membership in attendance, to constitute a quorum.
Article VIII – Officer’s Terms & Responsibilities
The officers of this Corporation shall be: President, Vice President, Secretary, and Treasurer. All of the officers shall be members of the Board of Directors, and elected by them.
An officer’s term shall be one (1) year or until their successor has been elected.
No officer shall serve more than two (2) consecutive terms in the same office.
The President shall be the co-producer, with the Vice President, for all productions. When authorized and directed by the Board of Directors, the President shall supervise and direct all corporate affairs, and shall sign contracts, conveyances, mortgages, notes, or other documents.
The Vice President shall, in the absence or incapacity of the President, perform the duties of that office. The Vice President shall serve as co-producer, with the President, for all productions.
The Secretary shall keep the minutes of all General and Special Membership Meetings of the Corporation and all meetings of the Board of Directors; shall issue notices for all meetings of the Board of Directors; shall issue notices for all other meetings, except as noted in Article VII, Section 5, and perform other duties as pertain to this office.
Minutes of the meetings of the Board of Directors shall be provided to all Board members within two (2) weeks following the respective meeting. Minutes of all meetings will be made available in the SCCT office to any member of the Corporation.
(a) Shall have custody of, be responsible for, and maintain, all cash funds and securities of the corporation, and shall keep an accurate record of the receipt and disbursement thereof.
(b) Shall disburse funds only in payment of accounts approved by the Board of Directors. Checks, and any other type of withdrawal of funds, from any account of the Corporation, shall be signed by any two officers of the Corporation, subject to the requirements and/or limitations of the financial institution(s) with which the Corporation at that moment may be dealing.
In the event that the Board hires a Business Manager, any of the above duties of the Treasurer may be assigned to the Business Manager by the Treasurer, with the consent of the Board of Directors.
Any officer may be removed from office by a two-thirds (2/3) vote of all members of the Board of Directors at a regular or special meeting of the Board of Directors, by the process described in Article VI, Section 8.
Article IX – Staff of Productions
The Board of Directors shall define, select, and contract for the staff of each production, and shall determine compensation, if any, for each position.
The President and Vice President will be co-producers for all productions, individually or jointly as they agree.
At the request of both co-producers, the Board of Directors will appoint one or more persons with the title of “Production Assistant” who will report to the co-producers, advise them of the status of a production, and continuously determine that the interests of the Corporation and the rules and regulation thereof are followed and obeyed.
The director of a production shall be responsible for the casting thereof, and shall make artistic decisions relating thereto, in consultation with the co-producers.
The co-producers, jointly or individually, shall be the final decision-maker(s) on all production-related issues.
Article X – Committees
The Board of Directors shall establish committees for the performance of such duties as it may deem necessary, and shall appoint a Board member to each of these committees to act as liaison thereto. That Board member shall contact members of the corporation who have expressed an interest in serving on that committee, and shall be responsible for organizing the first meeting of that committee. At its first meeting the committee will select its own chairperson, who will not be the liaison party.
Article XI – Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the State College Community Theatre in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Corporation may adopt.
Article XII – Amendments
These bylaws may be amended by a vote of two-thirds of the adult membership present at any General meeting of the Corporation, provided that particulars of the proposed amendments have been mailed by the Secretary to the adult members at least two (2) weeks prior to the date of the General Meeting.
Amendments passed will become effective sixty (60) days from date of passage.
Article XIII – Executive Director
The Executive Director shall be the chief administrative officer of State College Community Theatre and shall report to and serve at the will of the Board of Directors.
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