Amended December 2003
METHACTON COMMUNITY THEATER
Article I Name 2
Article II Mission and Objective 2
Article III Board of Directors 2
Article IV Officers 3
Article V Nominations and Elections 3
Article VI Meetings of the Board of Directors 4
Article VII Committees 5
Article VIII Standing Committees 5
Article IX Theater Productions and Expenses 6
Article X Membership 7
Article XI Membership Meetings 8
Article XII Revocation of Membership 9
Article XIII Operating Procedures 9
Article XIV Dues 9
Article XV General Provisions 9
Article XVI Indemnification 10
Article XVII Non-Discrimination 10
Article XVIII Parliamentary Authority 10
Article XIX Organization Dissolution 10
The name of this organization shall be the “Methacton Community Theater," (also known as “MCT”) incorporated in the Commonwealth of Pennsylvania as a nonprofit organization.
Mission and Objective
Section 1. The primary objective of this organization shall be exclusively to provide recreational and educational activity for its members in the form of dramatics and related arts, and any related activities not inconsistent with these Bylaws, state nonprofit law, or section 501(c)(3) IRS Code.
Section 2. To the extent practicable, MCT may provide financial support to charitable, service, educational, and other institutions as selected by the Board of Directors and approved by a majority vote of the members during regularly scheduled or special meetings for purposes under section 501(C)(3) of the Internal Revenue Code.
Section 3. No part of the net earnings of MCT shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private person, except that MCT shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the object clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and MCT shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, MCT shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Board of Directors
Section 1.The Board of Directors shall have full power to conduct, manage, and direct the business affairs of MCT and all the powers of MCT are hereby granted to and vested in the Board of Directors
Section 2. The management of MCT shall be vested in a nine (9) member Board of Directors composed of natural persons of full age (full age defined as age 18) elected from the general membership. Directors will serve a two-year term and may be re-elected without limitation. Four (4) directors are to be elected in one year with five (5) directors elected in the alternating years.
Section 3. Elections shall be held at the November general membership meeting for a term commencing after the conclusion of the December Board of Directors meeting. The term shall commence with the reorganization meeting held after the conclusion of the December Board of Director’s meeting, but before the January General Membership meeting.
Section 4. Any vacancy occurring in the Board of Directors, to be filled for any reason, shall be filled by the election by a majority of the remaining Board of Directors at a meeting to be called by the President or the Vice-President of this corporation within ninety (90) days of said vacancy. The new director to fill the vacancy shall serve for the unexpired term of the predecessor in office.
Section 1. The Board of Directors shall elect by majority vote a President, Vice-President (who shall be members of the Board of Directors) and a Secretary, and Treasurer at their first meeting of each year. Officers shall serve a one-year term. Newly elected Board members shall attend the December Board meeting to ensure continuity.
Section 2. The President of the Board shall preside at all meetings of MCT and the Board of Directors.
Section 3. The Vice-President shall perform all the duties of the President in his/her absence, and shall be a member of the Play Reading committee.
Section 4. The Secretary shall be responsible for maintaining and protecting all non-financial corporate records and keep a record of all membership and Board of Directors meetings, and shall be responsible for all organizational correspondence.
Section 5. The Treasurer shall take charge of all funds of MCT, and deposit the same in one or more financial institutions in the name of MCT. The Treasurer (A) shall pay all bills for services and supplies that have been approved by the Board of Directors; (B) shall keep an account of all income and expenses; (C) shall submit monthly statements at the regular (board and general membership) meetings; and (D) shall submit a comprehensive annual report by March 1; such report shall be examined and certified by an auditing committee appointed by the Board of Directors.
Nominations and Elections
Section 1. Nominations of Board members shall be coordinated by a Nominating Committee, which is selected by the Board of Directors. The slate shall be named at the October general membership meeting at which time additional nominations for Board Members may be made from the floor.
Section 2. Following the nominations as described in Article V, Section 1, elections by secret ballot will be held at the November General Membership meeting.
Section 3. Only those candidates nominated by the nominating committee or nominated from the floor during the October meeting are eligible to receive votes. Nominees must be voting members for at least three (3) months at the time they become a candidate.
Section 4. Only voting members who are in attendance at the November meeting are eligible to vote.
Section 5. Such a meeting shall require ten (10) voting members present to constitute a quorum.
Section 6. In the event there is not a quorum at the November meeting, the election shall be held at the next called General Membership meeting.
Section 7. The President of the Board of Directors prior to the election shall appoint three (3) vote counters.
Section 8. Candidates for the Board of Directors who receive a plurality of votes shall be considered winners. In the event of ties, immediate run-off voting will be held.
Meetings of the Board of Directors
Section 1. The Board of Directors shall hold no less than ten (10) monthly meetings each calendar year. Notice of the time and place of each meeting shall be given to the Directors in person, in writing or by telephone not less than ten (10) days before the date of each meeting
Section 2. Special meetings of the Board of Directors shall be held whenever called by the President or by two (2) or more of the directors. Notice of each such meeting shall be given to each director by telephone, in-person or in writing at least twenty-four hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purpose.
Section 3. Any action which otherwise may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by two-thirds of the board members entitled to vote on such action and such action is presented at the next regularly scheduled Board of Directors meeting. Such writing may be prepared and signed at the time of this next regularly scheduled meeting.
Section 4. No action shall be taken by the Board of Directors at any meeting at which there is not a quorum present. A majority of the Board of Directors shall constitute a quorum.
Section 5. Any officer or director of the Corporation may be removed, either for or without cause, by a vote of seven (7) or more of the Board of Directors whenever in the judgment of the board the best interests of the Corporation will be served thereby.
Section 6. Each director will fully disclose any potential financial or other conflict of interest and remove oneself from any proceedings dealing with an issue that may constitute a conflict of interest.
Section 7. Non-board members may request to participate in Board of Director meetings without vote at the invitation of the Board. Non-board members may attend and observe Board of Director meetings. The Board of Directors reserves the right to go into Executive session.
Section 1. The Board of Directors may establish or eliminate such temporary committees as it deems necessary for the proper functioning of the Corporation.
Section 2. The Board of Directors shall appoint and remove committee chairpersons.
Section 3. The Board of Directors shall determine the number of people to serve on any given committee.
Section 1. The following shall be the standing committees: Property/Equipment, Wardrobe, Publicity, Editorial, Membership, Auditing, Nominating, Scholarship/Grants, House, Box, Theatre Artist Selection Committee (TASC), Technology and Play Reading.
Section 2. Property/Equipment: The Property/Equipment committee shall be responsible for the storage of all equipment/property and the maintenance of a perpetual inventory thereof.
Section 3. Wardrobe: The wardrobe committee shall be responsible for the storage of all costumes and makeup and the maintenance of a perpetual inventory thereof.
Section 4. Publicity: The publicity committee shall be responsible for all publicity and promotion concerning Corporation activities.
Section 5. Editorial: The editorial committee shall be responsible for the publication and distribution of a monthly newsletter.
Section 6. Membership: The membership committee shall be responsible for the solicitation of new members, maintaining a current membership list, the collection of dues, and the issuance of a membership card upon payment of said dues as applicable. The collection of said dues will be submitted to the treasurer. Duties of the membership committee include verifying member voting eligibility based on input from event coordinators and providing address labels for the MCT Newsletter.
Section 7. Auditing: The auditing committee shall review and certify the annual report of the treasurer for accuracy.
Section 8. Nominating: The nominating committee shall be responsible for the selection of nominations for board members.
Section 9. Scholarship/Grants: The scholarship/grants committee shall be responsible for reviewing all applications submitted and the selection of the recipients of the scholarships/grants.
Section 10. House: The house committee shall be responsible for refreshments, parking, and ushers for each production.
Section 11. Box: The box shall be responsible for the acquisition of tickets, pre-sale and ticket sales, the cash advance and staffing of the box office for each production.
Section 12. Theatre Artists Selection Committee (TASC). The TASC shall be responsible for the advertising, solicitation, reviewing and choosing of Stage Directors. Committee representatives shall present stage directors for each show to the Board of Directors for their approval.
Section 13. Technology Committee. The Technology committee shall be responsible for the proper operation and maintenance of all hardware, technical infrastructure and software used in MCT’s productions.
Section 14. Play Reading: The Play Reading committee shall be responsible for recommending shows for the upcoming seasons. Potential Directors and the Membership at large are invited to suggest to the committee shows to be considered. The Play Reading committee will read the members suggestion of plays and make a recommendation for a slate of shows to the Board of Directors at their April meeting each year. The Board of Directors will review and approve the slate of shows recommended by the committee for presentation to the general membership at the May general membership meeting.
Theater Productions and Expenses
Section 1. Directors and Producers shall be appointed by the Board of Directors for each selected production. The Producer(s) will submit a production budget for approval by the Board prior to the incurring of any expenses other than royalties and scripts or music rentals/purchases.
Section 2. The Producer(s) is required to submit to the Executive Board and general membership a final reconciliation of production expenses and receipts within three (3) months of the closing show of that production. Any expenditure in excess of ten percent (10%) of the total budget must have prior approval of the Board of Directors. Payment of all bills for production expenses must be approved by the producer(s). Expenses for tokens of appreciation for the production staff shall not be taken from the treasury.
Section 3. The Board must authorize any show expenditure incurred prior to the approval of that show’s budget.
Section 1. Membership is open to anyone as provided by these By-Laws.
Section 2. Membership Classification. In order to encourage greater participation of the general membership of MCT, membership is divided into three classifications:
· Limited Membership
· Associate Membership
· Voting Membership
Section 3. Membership Period. Membership period is one year. Membership shall start on the first of the quarter in which the initial application and membership dues are paid or on the first of the quarter renewal date for continuing members. Memberships which lapse for one-quarter must re-establish eligibility, if any, and will have a new membership start date as specified above.
Section 4. Limited Membership. Limited membership is open to any individual. No eligibility conditions apply. Limited membership benefits include the right to appear in a Theater performance, MCT’s newsletter and access to the members’ only section of MCT’s web site. Limited members may renew their membership by filling out an application.
Section 5. Associate Membership. Associate membership is only open to persons under the age of sixteen (16), who have worked two MCT events (not including Acting.) For new applicants, the two events may be accumulated during the one-quarter eligibility period before becoming a member. Eligibility for associate membership must be documented on the application form. Associate members are entitled to all of the benefits of limited membership plus a membership card that will allow entrance to one performance of each show in the MCT season. Associate members may renew their membership by filling out an application including the documentation of the required two MCT events performed during the expiring membership year.
Section 6. Voting Membership. Voting membership is only open to persons sixteen (16) years old or older, who have worked two MCT events (not including Acting). For new applicants, the two events may be accumulated during the one-quarter eligibility period before becoming a member. Eligibility for voting membership must be documented on the application form. Voting members are entitled to all of the benefits of associate membership plus the right to vote at all general membership meetings and elections. Voting members may renew their membership by filling out an application including the documentation of the required two MCT events performed during the expiring membership year.
Section 7. Definition of Event. An event is described as any non-acting Theater related activity(ies) on a particular day. Activities qualifying for a non-acting event are suggested as, but not limited to, the following:
Producer (or assist)
Director (or assist)
Choreographer (or assist)
Plus other activities determined by the membership committee and approved by the board.
Section 8. Upgrade of Membership. All members may upgrade as associate or voting members if they satisfy the eligibility requirements for that type of membership as described above during the past membership year. To upgrade, the member must 1) submit an application form documenting the eligibility requirements and 2) submit the difference in membership dues (if any).
Section 9. Lapse of Membership. Voting rights of voting members are suspended on expiration of membership until renewed. Memberships which lapse for one-quarter must re-establish eligibility and will have a new membership start date as specified above.
Section 10. Membership Requirement for Actors. All actors appearing in a MCT production must join as a member of MCT. Actor membership may be limited, associate or voting. Associate or voting membership is subject to the requirements for associate or voting membership stated above. Actors may apply to the Board for a financial hardship exemption of the requirement to be a member, if financial hardship exists. Actors who are invited to fill in roles not cast by audition or vacated by a drop out may be excused from joining MCT at the discretion of the Producer(s).
Section 11. If an associate or voting member’s show entrance privilege is valid for a performance in the run of a show, then it will be valid for any performance of that run.
Section 12. Honorary members shall be elected by the Board of Directors for a one-year membership. All honorary members shall have the same privileges as voting members, except they shall be exempt from all dues. The General Membership may recommend to the Board of Directors candidates to be honorary members. The Board of Directors, at its discretion, shall have the option of granting Lifetime Honorary Membership upon a unanimous vote of the Board of Directors.
Section 1. General membership meetings will be held the first Tuesday of each month unless otherwise changed by order of the President with one (1) month notification to total membership, and will be chaired by the President, Vice President, Secretary, or Treasurer in that order.
Section 2. Special membership meetings can be requested by any member, but must be approved and called by the Board of Directors. Notice is to be given in writing, including but not limited to, via the Newsletter.
Section 3. The members present at any general membership meeting constitute a quorum provided there is a minimum of five (5) voting members present at the meeting.
Section 4. Formal rules of order as prescribed in the Bylaws will be followed, including the reading of the minutes from the preceding meeting, the treasurer's report, committee reports, discussion and action on old and new business.
Revocation of Membership
When, in the opinion of the majority of the Board of Directors, a member acts contrary to the best interest of MCT, the Board shall:
1. Discuss the incident with the member.
2. Ask the member for the member’s resignation if, after the discussion, the member continues with actions that are contrary to the best interests of MCT.
3. Revoke membership by a two-third vote of the entire Board of Directors.
The By-Laws may be supplemented from time to time by formal operating procedures adopted and/or revoked by a majority of the Board of Directors as long as those operating procedures are not in conflict with these Bylaws.
Annual dues shall be set by a majority vote of the Board of Directors.
Section 1. Individual members will be held responsible for all properties owned, rented, or leased by MCT while that property is in their care, custody and control.
Section 2. MCT will not serve alcoholic beverages at any function held on property owned or leased by MCT. MCT will follow any provisions in a lease or agreement that MCT is a party to concerning the use of alcoholic beverages at sites not owned or leased by MCT.
Section 3. Any action not able to be taken at any board or membership meeting because of a lack of quorum may be taken at the next scheduled meeting. This includes actions specifically set by these Bylaws to occur at a particular time (such as Board nominations in October) even if that may require the changing of related action dates (such as the vote to elect officers in November).
Section 1. Directors of MCT shall not be personally liable for monetary damages such as for any action taken or failure to take action other than as expressly provided in 15 Pa.C.S.A., Sub Chapter 57B. It is the intention of this section to limit the liability of the directors of this corporation to the fullest extent permitted by the Pa.C.S.A., Sub Chapter 57B and any amendment or successor thereto and any other present or future provision of Pennsylvania law.
Section 2. MCT shall indemnify every Director and Officer and may indemnify any employee or agent to the fullest extent permitted by the Pennsylvania Nonprofit Corporation Law of 1988, and all amendments and successor provisions thereto and any other present or future provisions of Pennsylvania law. This section shall not exclude any other indemnification or other rights to which any party may be entitled in any manner.
MCT will not discriminate against any person based on race, religion, creed, age, sex or national origin.
MCT shall be governed by Roberts' Rules of Order, Revised, on all cases where they are not inconsistent with the By-Laws of MCT.
Upon the dissolution of the organization, the Board shall, after payment of all liabilities, distribute all assets of the organization conclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or any future federal tax code, or shall distribute to the federal government, or to a state or local government, for a public purpose.
The By-Laws may be amended by a two-thirds majority vote of the voting membership present at a general membership meeting providing that the proposed amendments shall have been given to the membership at least one (1) month, but not more than three (3) months, prior to the date of the vote. The meeting at which the amendment is to be voted upon shall require ten (10) voting members present to constitute a Quorum.