Stage 62 By-Laws as of January 1, 2021
Article I – Name
The name of this corporation shall be Stage 62
Article II – Purpose
To unite the community in the joy of producing the highest quality theatre for all ages.
Article III – Membership
Full membership shall be open to any person 18 years of age or older from any area wishing to affiliate with the corporation and pay the requisite dues. Associate membership shall be open to persons of all ages from any area wishing to affiliate with the corporation and pay the requisite dues.
Anyone who is a member at the time of casting shall be eligible for a part in that production. Any person who is cast or works in any phase of a production must assume one of two types of membership:
All references hereinafter to "members" shall be construed to mean Full members unless otherwise noted. In particular, only Full members shall be eligible to hold office.
Article IV – Dues
Dues for all members (full or associate) shall become due annually by the end of the month the member first joined or re-joined, whichever event is the most recent.
Dues for all membership levels shall be determined by the Board of Directors.
Article V – Board of Directors
Management. The management of the corporation shall be vested in a Board of Directors. Except as otherwise provided, the Board of Directors shall exercise all the corporate powers of the Corporation and shall control and manage its activities, affairs, and property.
Membership. The Board of Directors shall consist of the officers of the corporation as defined in Article VI, Section I. Said officers shall be elected in accordance with the requirements hereinafter set forth. All directors shall hold office until their successors are duly chosen and qualified.
Meetings. Regular meetings of the Board of Directors shall be held once a month. Such regular meetings of the Board of Directors may be held in conjunction with the monthly Executive Committee meetings. Special meetings of the Board of Directors may be called at any time by the President, or in his absence, by the Vice President, or upon written request of two Directors. Regular meetings and Special meetings shall be open to the public. Executive Session meetings may be called upon written request of two Directors. Executive Session meetings shall be open only to the Board of Directors and any Committee Chairperson(s) and/or Member(s) whose participation is deemed necessary by the Board of Directors. Such Executive Session meetings (and any meeting minutes therefrom) shall be closed to the public and shall be called only to discuss sensitive matters related to personnel issues, pending or imminent court action, and/or other confidential business information.
Notice of Meetings. Notice of all special meetings of the Board of Directors shall be given by the Secretary to each Director at least 24 hours prior to such meetings. At the same time, the Secretary shall advise each Director the general purpose of each special meeting.
Quorum. A majority (or in the case of an even number of Directors on the Board, one-half of the membership shall be defined as a majority) of the Board of Directors in office shall constitute a quorum for the transaction of business by the Board, and the acts of a majority of Board of Directors present at a meeting at which a quorum is present shall, except as provided by Section 3 of Article VII, constitute the acts of the Board of Directors.
Article VI – Officers
Nominations. Nominations for each of the above offices shall be presented by the Nominations Coordinator at the regular business meeting in August of each year. Nominations may also be made from the floor. Permission shall be received from each proposed candidate before presenting his or her name in nomination.
To be nominated and elected as an officer of Stage 62, a nominee must:
Elections. Election of officers shall be held at the membership meeting in September. The person receiving the most votes for each office shall be the one considered duly elected thereto.
Installation of Officers. All officers having been elected at the September membership meeting shall be installed and officially take office at the December meeting of the Board of Directors.
Resignations. Any officer may resign at any time by delivering a written resignation to the President. The President may resign at any time by delivering a written resignation to the Vice President.
Removal. At any meeting of the Board of Directors, the notice of which shall have specified that such removal will be considered for action, any Officer may be removed for cause with two-thirds (2/3) vote of the Board of Directors. The Officer whose removal is to be considered shall receive at least one (1) weeks’ notice of such proposed action and shall have the opportunity to address the Board of Directors regarding such action prior to any vote on such removal.
Vacancies. Any vacancy in an office because of death, resignation, removal, disqualification, or otherwise, may be filled for the unexpired portion of the term by the affirmative vote of a majority of the Board of Directors. All nominations for vacancies shall be made by the Board of Directors.
Article VII – Meetings of the Membership
Annual Meeting. The annual meeting of the members of the corporation shall be the September meeting of each year held at a time and place determined by the Board of Directors and approved by the Executive Committee. The Secretary shall give the members of the corporation five (5) days prior notice of the annual meeting.
Regular Meetings. In addition to the annual meeting, regular meetings of the members of the corporation shall be held three times per year, in February, May, and December, at a time and place designated by the President. The Secretary shall give the members of the corporation five (5) days prior notice of any regular meeting.
Special meetings. Special meetings of the members of the corporation may be called by the President or a majority vote of the Executive Committee, or on petition of any ten (10) members of the corporation presented to the Secretary. Two (2) days prior notice of any special meeting shall be given to the members of the corporation setting forth briefly the purpose of such special meeting.
Quorum. A quorum for any meeting shall consist of one third (33%) of the membership of record.
Article VIII – Committees and Other Positions
Other Executive Committee Positions.
Resignation and Termination. Any committee chairpersons or other members of the Executive Committee may resign at any time by submitting a written resignation to the President. The Executive Committee may terminate the membership of any members or the chairperson of any committee for cause with two-thirds (2/3) vote.
Article IX – Production
General Organization. The production crew for each production shall consist of the following staff heads: producer, director, stage manager, technical director, house manager, publicity director, program chairperson, makeup, costumes, set design, scenery construction and painting, lights, sound, and properties.
Article X – Conflict of interest
Any member of the organization, Executive Committee, and/or Board of Directors shall disclose to the Board of Directors any conflict of interest on any matter requiring a vote. Such conflict of interest shall be recorded in the meeting minutes. Any individual shall not vote on the matter but may offer a position on the matter for consideration by the voting members. Additionally, such individual may be counted for determining whether a quorum is present.
Article XI – Corporate Seal
The corporation may have a seal of such design as the Board of Directors may adopt
Article XII – Rights of Members
The books, accounts and other records of this corporation shall be available for inspection by any full voting member at any regular meeting of the corporation.
The powers not delegated by these by-laws to the Board of Directors, Executive Committee, officers or committee chairpersons, nor prohibited by them to the members, are reserved to the members.
Article XIII – Miscellaneous
Checks, Notes, etc. All checks or demands for money or notes of the corporation shall be signed by two (2) such officers as designated by the Board of Directors, with the approval of the Executive Committee.
Fiscal Year. The fiscal year of the corporation shall be the period from January 1 of each calendar year until December 31 of the same calendar year.
Parliamentary Order. "Robert's Rules of Order Revised" shall govern this corporation in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
Power to Borrow or Loan, etc. The power, in furtherance of specific objects and purposes of this corporation to borrow, loan, or purchase, sell, mortgage, lease, or otherwise dispose of any real estate or personal property, and to secure any obligations by mortgage, pledge or deed of trust, or other instruments in writing, shall be vested in the officers and Executive Committee of this corporation only upon the affirmative vote of a majority of the members of the corporation present at a regular or special meeting duly convened upon proper notice.
Corporate Records. There shall be kept at the registered office of the corporation an original or duplicate record of the proceedings of the members and of the Board of Directors, and the original or a copy of the Articles of Incorporation and the original or a copy of these By-Laws, including all amendments or alterations thereto, certified by the secretary of this corporation. A register shall also be kept at the registered office listing the names and addresses of the members. Copies of the annual financial records including annual financial statements, final show financial reports, audit, 1099's and annual 990's shall also be kept at the registered office for at least 7 (seven) years.
Article XIV – Amendments
Amendment(s) to these by-laws shall be made by:
Publishing the proposed amendment(s) in two separate forms of written and/or electronic communication, including the Stage 62 newsletter (or if necessary, in a special communication to the membership), and any other written and/or electronic form of communication as selected by the President. The proposed amendment(s) shall be presented for a vote at the next general membership meeting. Absentee votes will be taken prior to the general membership meeting via facsimile, mail, or email by the Secretary, with the final tally to be taken at the general meeting.
The adoption of any amendments shall require the affirmative vote of two-thirds (2/3) of the members voting. Said amendment shall be effective immediately upon adoption.
Article XV – Dissolution
In the event of the dissolution of this corporation the then-existing membership shall donate the assets and properties of Stage 62 to another community group of the performing arts within two (2) years of the date of dissolution.
Note: This copy of the by-laws is a definitive compilation of revisions and changes made to the original by-laws. It has been reorganized to provide Stage 62 members with easy access to the rules and regulations by which this group is governed. The original by-laws, along with subsequent revisions, can be found in the Secretary's minutes.