IPI Backstage
ARTICLES OF INCORPORATION OF THE INDIANA PLAYERS, INC.
a nonprofit corporation
Amended by the Board of Directors
1991, 1995, 1999, 2001, 2002, 2006
ARTICLE I
INTRODUCTORY
DEFINITION OF BY-LAWS
1.01 These By-Laws constitute the
code of rules adopted by The Indiana Players, Inc. for the regulation and
management of its affairs.
PURPOSES AND POWERS
1.02 This corporation will have
the purposes or powers as may be stated in its Articles of Incorporation, and
such powers as now or may be granted hereafter by the Non-Profit Corporation Law
of 1972 of the Commonwealth of Pennsylvania, or any successor legislation.
The primary purpose of this
corporation is to promote interest in theater and dramatic arts by means of
performances and educational programs with respect to theater and dramatic arts,
among and for residents of the Indiana area. Further, the corporation shall
provide means of participation in theater and theater-related activities and
will endeavor to foster public interest in said activities.
ARTICLE II
OFFICES
LOCATION OF REGISTERED OFFICE
2.01 The location of the
registered office of this corporation is as stated in the Articles of
Incorporation. Such office will be continually maintained in the Commonwealth
of Pennsylvania for the duration of this corporation. The Board of Directors
may from time to time change the address of its registered office by a duly
adopted resolution, and amend its articles or file the appropriate statements
with the Department of State.
PLACES OF BUSINESS
2.02 The corporation may employ
such offices or places of business, either within or without the Commonwealth of
Pennsylvania, as its business requires.
ARTICLE III
MEMBERSHIP
DEFINITION OF MEMBERSHIP
3.01 The members of this
corporation are those persons having membership rights in accordance with the
provisions of the By-Laws.
CLASSES OF MEMBERS
3.02 The corporation will have
three classes of members: Individual, Student/Senior Citizen, and Family.
QUALIFICATIONS OF MEMBERS
3.03 All voting members must be
natural persons of at least 18 years of age.
MEMBERS-DUES
3.04 The annual dues payable to
the corporation by the members of any class will be such amounts as may be
determined from time to time by resolution of the Board of Directors. The first
annual dues will be payable and submitted in full with the application for
membership. Future annual dues will be payable in advance of the anniversary of
membership.
ASSESSMENTS
3.05 Memberships will be
non-assessable.
PLACES OF MEMBERS-MEETINGS
3.06 Meetings of members will be
held at such place within the County of Indiana, Commonwealth of Pennsylvania,
as may be approved by the Board of Directors.
ANNUAL MEMBERS-MEETINGS
3.07 The annual meeting of
members and patrons will be held at 7:30 P.M. on the third Wednesday of May.
SPECIAL MEMBERS-MEETINGS
3.08 Special meetings of members
may be called by any of the following:
(1) The Board of Directors.
(2) The President.
(3) Members having at least
10% of the votes which all members are entitled to cast at such meeting.
NOTICE OF MEMBERS-MEETINGS
3.09 Written or printed notice,
stating the place, day, and hour of the meeting, including the purpose or
purposes for which the meeting is called, must be delivered not less than five
(5) nor more than forty (40) days before the date of the meeting, either
personally or by mail at the direction of the Board of Directors, President, the
corresponding secretary, or other members calling the meeting, to each member
entitled to vote at such meeting. If mailed, notice will be deemed to be
delivered when deposited in the United States mail addressed to the member at
his address as it appears on the records of the corporation.
VOTING RIGHTS OF MEMBERS
3.10 Each member who is eligible
to vote will be entitled to one vote on each matter submitted to a vote of
members. However, in all elections for Directors, each member will have a
number of votes equal to the number of Directors to be elected; such votes will
not be cumulative, and each member may cast only one vote for any given
candidate.
PROXY VOTING
3.11 A member must vote in
person; proxies will not be recognized.
QUORUM OF MEMBERS
3.12 At any meeting of members,
at least one-tenth (1/10th) of the members must be present to constitute a
quorum. A simple majority of the votes entitled to be cast by the members
present at a meeting at which a quorum is present is necessary for the adoption
of any matter voted by the members, unless a greater proportion is required by
the Non-profit Law of 1972 or its successor legislation, the Articles of
Incorporation of this corporation, or any provision of these By-Laws.
TRANSFERABILITY OF MEMBERSHIP
3.13 Membership in this
corporation is non-transferable and non-assignable.
TERMINATION OF MEMBERSHIP
3.14 Membership will terminate in
this corporation on any of the following events, and for no other reason:
(1) Receipt by the Board of
Directors of the written resignation of a member, executed by such member or
by his duly authorized attorney-in-fact;
(2) The failure of a member
to pay his annual dues on or before their due date;
(3) For cause inconsistent
with membership, after notice, hearing, and determination of facts, by the
Board of Directors. However, a member losing membership status may be
completely and automatically reinstated if the member corrects the cause of
the termination before formal adoption of the Board of Directors of a
resolution acknowledging such termination.
ARTICLE IV
DIRECTORS
DEFINITION OF BOARD OF DIRECTORS
4.01 The Board of Directors is
that group of persons vested with the management of the business and affairs of
the corporation.
STRUCTURE OF THE BOARD
4.02 The Board of Directors of
this corporation will constitute a single class.
QUALIFICATIONS OF DIRECTORS
4.03 The qualifications for becoming and remaining a Director of this corporation are as follows:
(1) Directors must be residents of the Commonwealth of Pennsylvania;
(2) Directors must be voting members of this corporation.
(3) Directors should possess the
requisite expertise and skills to enable them to carry out the
responsibilities of the directorship.
NUMBER OF DIRECTORS
4.04 There will be nine (9)
Directors of this corporation. At the first meeting of the year, the Board of
Directors may choose to appoint a Member-at-Large, if they deem it necessary.
The Board’s primary responsibility will be to select and ensure the performance
of a season of shows for the upcoming year. In addition, they are vested with
the management of business and affairs of this corporation.
TERMS OF DIRECTORS
4.05 Election of Directors will
be held at the May General Meeting, beginning with May 1992. One-half of the
Directors will be elected for a term of one (1) year; the remainder will be
elected for two (2) years: thereafter, one-half will be elected yearly. Each
Director will hold office for the term for which elected and until a successor
has been selected and qualified by the Board.
VACANCIES OF THE BOARD
4.06 Any vacancy occurring on the
Board of Directors, and any directorship to be filled by reason of an increase
in the number of Directors, will be filled by election of a majority of the
remaining Directors. A new Director elected to fill any vacancy will serve for
the un-expired term of the predecessor in office.
PLACE OF DIRECTORS
MEETING
4.07 Meetings of the Board of
Directors, regular or special, will be held at such place within the County of
Indiana, Commonwealth of Pennsylvania as the Board of Directors designates by
duly adopted resolution.
REGULAR BOARD OF DIRECTORS-MEETINGS
4.08 Regular meetings of the
Board of Directors will be held on the first Monday of each calendar month.
Should any such day constitute a legal holiday for all businesses in
Pennsylvania, then the meeting will be held at another agreed upon time. This
provision of the By-Laws constitutes notice to all Directors of regular meetings
for all years and instances, and no further notice will be required, although
such notices may be given.
NOTICE OF SPECIAL BOARD MEETINGS
4.09 Written or printed notice
stating the place, day, and hour of any special meeting of the Board of
Directors will be delivered to each Director not less than two (2) nor more than
ten (10) days before the date of the meeting, either personally or by first
class mail, by or at the direction of the President or the Directors calling the
meeting. If mailed, such notice will be deemed to be delivered when deposited
in the United States mail addressed to the Director at the address as it appears
on the records of this corporation. Such notice need not state the business to
be transacted nor purpose of such meeting.
CALL OF SPECIAL BOARD MEETINGS
4.10 A special meeting of the
Board of Directors may be called by any of the following:
(1) The President;
(2) A quorum of the Board
of Directors.
WAIVER OF NOTICE
4.11 Attendance of a Director at
any meeting of the Board of Directors will constitute a waiver of notice of such
meeting.
QUORUM OF DIRECTORS
4.12 A majority of the whole
Board of Directors will constitute a quorum. The act of a simple majority of
Directors present at a meeting at which a quorum is present will be the act of
the Board of Directors unless a greater number is required under the provisions
of the Non-Profit Corporation Law of 1972 or any successor legislation, the
Articles of Incorporation of this corporation, or any provision of these
By-Laws.
ADVISORY BOARD
4.13 There also may be an
advisory board to the corporation to consist of a reasonable number, to be
determined by the Board of Directors, of natural persons at least 18 years of
age, who need not be members of this corporation. The advisory board will not
be responsible for the management of the affairs of this corporation; however,
they shall serve in an advisory capacity to the Board of Directors. Members of
the advisory board shall be appointed by the Board of Directors for such terms
as the Board of Directors shall see fit, by duly adopted resolution of the
Board.
ARTICLE V
OFFICERS
ROSTER OF OFFICERS
5.01 The officers of this
corporation will consist of the following personnel:
(1) President;
(2) Vice-President/Artistic
Director;
(3) Treasurer;
(4) Recording
Secretary/Parliamentarian;
(5) Corresponding
Secretary/Membership/
(6) Hard Tech Director;
(7) Soft Tech Director;
(8) Publicity Director;
(9) Fundraising Coordinator.
SELECTION OF CANDIDATES FOR
DIRECTORSHIPS
5.02 One-half of the officers of
this corporation will be elected annually by the Membership at each May General
Meeting. Announcement of Election of Officers will be made in the IPI
Newsletter and will include the date and place of elections; as well as the name
and phone number of a contact person.
NOMINATING COMMITTEE
5.03 The Nominating Committee
shall be appointed by unanimous vote of the Board of Directors and shall be
responsible for selection of the candidates to be placed on the printed ballot.
Those applicants whose qualifications do not meet minimum requirements of the
Directorship for which they have applied will be notified in writing that, at
that time, they are not eligible for consideration of that Directorship.
ELECTION OF DIRECTORS
5.04 At the May General Meeting,
the Nominating Committee will distribute a ballot containing the title of each
open Directorship. Said ballot shall contain a list of pre-qualified candidates
and a blank line for nominations from the floor under each Directorship. Each
floor nominee is expected to deliver a one (1) to three (3) minute statement of
his or her qualifications. Prior to voting, all candidates will have the
opportunity to address the membership.
The ballots will be collected and
counted by the Nominating Committee and the results will be announced by the
Nominating Committee Chairperson.
5.05 Each officer will remain in
office until fulfillment of their term or, in the case of a resignation, until a
successor to such office has been qualified and elected by the Board. Such
replacement election may take place at either a regular or special meeting of
the Board of Directors. All officers must be members in good standing of the
corporation.
PRESIDENT
5.06 The President will be the
chief executive officer of this corporation and will, subject to the control of
the Board of Directors, supervise and control the affairs of this corporation.
The President will serve as chairman of the Board of Directors and will preside
at all meetings of the membership. The president will perform all duties
incident to the office of President that may be required by law, by the Articles
of Incorporation, or by these By-Laws, or which may be assigned from time to
time by the Board of Directors.
VICE-PRESIDENT/ARTISTIC DIRECTOR
5.07 The Vice-President will
perform all duties and exercise all powers of the President when the President
is absent or is otherwise unable to perform presidential duties, and shall
oversee the professional quality of each IPI show. S/he will be available to
each director for consultations and when deemed necessary by the Board, may
intercede with a director in order to maintain the theatrical integrity and
consistency of the IPI productions. The Vice-President will perform such other
duties as may be prescribed from time to time by the Board of Directors.
TREASURER
5.08 The Treasurer will have
charge and custody of all funds of this corporation. The Treasurer will keep
and maintain accounting of the corporation’s business transactions; update,
implement, and oversee annual budgets as designated by the Board; will render
reports to the Directors and to the members as required by the Board of
Directors, or members, or by law. One copy of each report of the Treasurer will
be filed with the Corporate records. S/he will provide appropriate and timely
reports to the IRS, as well as submit account records to an annual audit by an
independent person. In general, the Treasurer will perform all duties incident
to the office of Treasurer that may be required by law, by the Articles of
Incorporation, or by these By-Laws, or which may be assigned from time to time
by the Board of Directors.
RECORDING
SECRETARY/PARLIAMENTARIAN
5.09 The Recording Secretary will
keep minutes of all General Meetings of the Members and of the Board of
Directors, and will read the minutes of the previous meetings for approval of
the Members and Board. Copies of all meeting minutes will be filed with the
Corporate records. As Parliamentarian s/he will provide the final word on any
questions concerning interpretation of the By-Laws and the Articles of
Incorporation. Responsibilities include insuring correct adherence to Robert’s
Rules of Order during Board and General Meetings.
CORRESPONDING
SECRETARY/NEWSLETTER/
5.10 The Corresponding Secretary
will carry on the day-to-day correspondence of the Board of Directors. S/he
will be the custodian of the corporate records, will give all notices as are
required by law or by these By-Laws and, generally, will perform all duties
incident to the office of Secretary as may be required by law, and such other
duties as may be required by the Articles of Incorporation, or by these By-Laws,
or may be assigned from time to time by the Board of Directors. S/he also will
be responsible for maintaining the Membership Roster and the annual dues
solicitation. Duties also include the publication and distribution of the IPI
Newsletter to all members following the monthly Board Meeting, preceding any
upcoming General Meeting.
THEATER MANAGER
5.11 The Theater Manager will
serve as a clearing house and a liaison between and among the other Board
Members in matters relating to the theater. Responsibilities include
arrangements for the theater maintenance and repairs, in collaboration with the
Board. S/he also will be responsible for insuring lobby and box-office
personnel for all productions, plus maintenance and general appearance of
lobby and auditorium. This director shall be responsible for layout and
distribution of IPI=s
Season Flier as well as production of IPI=s
Season Program including solicitation of advertisements, design, layout and
printing. In addition, this Director is responsible for appropriate and timely
marquee messages.
HARD TECH
DIRECTOR
5.12 The Hard Tech Director will
oversee the organization and maintenance of stage, wing, and set
construction/storage areas in the theater. S/he should maintain a list of set
pieces and construction tools and materials. The Hard Tech Director also
should be responsible for a sign-out and return record of all set pieces
borrowed from IPI. S/he will maintain a list of all available Players who have
indicated a desire to work with hard-tech and assist each show director with
securing stage crews. Other areas of Hard Tech responsibility include
maintenance of lighting and sound systems and ensuring availability of
technicians for productions.
SOFT-TECH DIRECTOR
5.13 Responsibilities for this
Directorship include supervision of the organization and maintenance of all
props, costumes, and make-up belonging to IPI, including cataloging present and
new items, and maintaining a sign-out and return record for the loan of any
costumes or props. S/he will also maintain a list of all available Players who
have indicated a desire to work with soft-tech and will assist each show
director with securing adequate crews. While make-up remains under the heading
of Soft-Tech, if at all possible, a separate individual may be in charge of
make-up and props, reporting directly to the Board.
PUBLICITY DIRECTOR
5.14 The Publicity Director is
responsible for maintaining quality and consistency in all communiqué emanating
from IPI. S/he will establish a congenial working rapport with the print,
radio, and TV media and will provide appropriate coverage for each IPI event,
including timely announcements of auditions, meetings, shows, and events. S/he
will collaborate with each show director for poster and media releases, and will
maintain a list of all available Players who have indicated a desire to work on
publicity, and will assist each director of each show in securing publicity
people.
REMOVAL OF OFFICERS
5.15 Any officer elected or
appointed to office may be removed by the Board of Directors whenever in their
judgment the best interest of the corporation will be served. However, such
removal will be without prejudice to any membership or contract rights of the
officer so removed.
ARTICLE IV
INFORMAL ACTION
WAIVER OF NOTICE
6.01 Whenever any notice
whatsoever is required to be given under the provisions of the Non-Profit
Corporation Law of 1972 or successor legislation, the Articles of Incorporation
of this corporation, or these By-Laws, a waiver of such notice in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated in such waiver, will be deemed equivalent to the giving of notice.
Such waiver must, in the case of a special meeting of members, specify the
general nature of the business to be transacted.
6.02 In an effort to protect this
corporation from legal action for injuries that may be received by a person
during rehearsals or performances of shows, everyone connected with a show will
have to take one of the following actions:
1) Become a member of Indiana
Players and pay IPI’s dues thus assuming IPI’s membership insurance
coverage;
2) Produce proof of outside
insurance coverage; or
3) Sign a Waiver of
Responsibility.
ACTION BY CONSENT
6.03 Any action required by law
under the Articles of Incorporation of this corporation or by these By-Laws, or
any action which otherwise may be taken at a meeting of either the members or
the Board of Directors, may be taken without a meeting, if a written consent,
setting forth the actions so taken, is signed by all the persons entitled to
vote in respect to the subject matter of such consent, or all Directors in
office, and filed with the Secretary of the corporation.
ARTICLE VII
COMMITTEES
DEFINITION OF DIRECTORAL
COMMITTEES
7.01 This corporation may have
certain committees, each of which will consist of one (1) or more directories,
and will have and exercise some prescribed authority of the Board of Directors
for the management of this corporation. However, no such committee will have
authority of the Board in reference to affecting any of the following:
(1) Submission to members of any
action requiring approval of members under the Non-Profit Corporation Law of
1972 or successor legislation;
(2) Filling of vacancies on the
Board;
(3) Adoption, amendment, or appeal
of By-Laws;
(4) Amendment or appeal of any
resolution of the Board;
(5) Actions on matters committed by
By-Laws or resolution of the Board to another committee of the board.
APPOINTMENT OF DIRECTORAL
COMMITTEES
7.02 The Board of Directors, by
resolution duly adopted by majority of the Directors in office, may designate
and appoint one or more directoral committees and delegate to such committees
specific and prescribed authority of the Board of Directors to exercise for the
management of this corporation. However, the creation of such directoral
committees will not operate to relieve the Board of Directors, or any individual
Director, of any responsibility imposed on such personnel otherwise by law.
FUNCTIONARY COMMITTEES
7.03 In addition, the Board of
Directors, by resolution, may designate and appoint certain functionary
committees designed to transact certain ministerial business or to advise the
Board of Directors. Such committees will be chaired by any member or director
as designated by the Board. The chairman will select the remaining members of
the committee up to the number set by the Board or terminate such memberships or
appoint successors. The Board may terminate any such committee by resolution.
ARTICLE VIII
OPERATIONS
FISCAL YEAR
8.01 The fiscal year of this
corporation will begin September 1 and end August 31 of the following calendar
year. The production year of this corporation shall be determined by and
coincide with the scheduled Season.
EXECUTION OF DOCUMENTS
8.02 Except as otherwise provided
by law, checks, drafts, promissory notes, orders for the payment of money, and
other evidences of indebtedness of this corporation will be signed by the
Treasurer and countersigned by the President or the Theater Manager. Contracts,
leases, or other instruments executed in the name and on behalf of the
corporation will be signed by the Recording Secretary and countersigned by the
President or the Theater Manager, and will have attached copies of the
resolutions of the Board of Directors, certified by the Recording Secretary,
authorizing their execution.
BOOKS AND RECORDS
8.03 This corporation will keep
correct and complete books and records of accounts, and also will keep minutes
of the proceedings of its members, Board of Directors, and Directorial
Committees. The corporation will keep at its registered office a membership
register giving the names, addresses, and showing classes and other details of
memberships of each, and the original or a copy of its By-Laws, including the
amendments to date, certified by the Recording Secretary of the corporation.
INSPECTION
OF BOOKS AND RECORDS
8.04 All books and records of
this corporation may be inspected by any member, or his agent or attorney, for
any proper purpose at any reasonable time on written demand under oath stating
such purpose.
8.05 This corporation will not
have or issue shares of stock. No dividends will be paid, no part of the income
of this corporation will be distributed to its members, directors, officers, or
other private persons, except that the corporation shall be authorized to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purpose set forth herein; provided, however,
that neither the incorporators, nor any director shall be paid any compensation
by the corporation for their services as directors, except as a reasonable
allowance for actual expenditures incurred for or on behalf of the corporation.
LOANS TO MANAGEMENT
8.06 This corporation will make
no monetary loans to any of its directors, officers, members, or other
personnel.
8.07 Loans of any
properties, equipment, tools, and/or costumes will be made only when the
following criteria have been met: a) authorization by the Hard or Soft Tech
Director, or the President or Theater Manager; b) receipt of a refundable
deposit commensurate with value of loaned item(s); c) a defined and reasonable
length of time of loan is recorded; d) secured signature of person receiving
goods and the organization requesting (if applicable).
ARTICLE IX
MODIFICATION OF BY-LAWS
9.01 The power to alter, amend, or appeal these By-Laws, or to adopt new By-Laws, insofar as is allowed by law, is vested in the Board of Directors.