Stage 62 Bylaws

The name of this corporation shall be Stage 62.

To unite the community in the joy of producing the highest quality theatre for all ages.

Section 1.
​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.

Section 2.
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:

• Full Membership: such persons shall have full voting rights in the corporation and receive all other rights and benefits.

• Associate Membership: such persons shall receive certain benefits such as inclusion on mailing lists, receipt of newsletters and other correspondence, and eligibility for a part in a production. Such persons do not have voting rights and are not counted in determining a quorum.

Those persons who are ineligible because of age for Full membership may become Associate members.

​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.

Section 1.
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.

Section 2.
​Dues for all membership levels shall be determined by the Board of Directors.

Section 1.
​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.

Section 2.
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.

Section 3.
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. 

Section 4.
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.

Section 5.
​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.

Section 1. 
Officers.

1. President. The President shall be the chief executive officer of this corporation; shall preside at all meetings of the general membership and the Board of Directors and the Executive Committee; shall execute all bonds, mortgages, contracts, etc., of this corporation; shall have general superintendence and direction of all the elected officers and see that their duties are properly performed; and shall have all other powers and duties and responsibilities usually vested in the office of president. The President shall hold office for one year, with the option to serve a second term. The President may not serve more than four terms consecutively but shall not be otherwise restricted in serving non-consecutive terms. The President shall appoint all committee chairpersons to be approved by the Board of Directors annually. 

2. Vice President. The Vice President shall assume the duties of the President in his/her absence or incapacity, and other duties as assigned by the President. Except as stated otherwise, the Vice President shall serve as the liaison agent and shall make all arrangements with the facility representative of the lessor for use of facilities for regular meetings, rehearsals, and productions, as well as all other rentals for miscellaneous events. The Vice President shall hold office for one year, with the option to serve a second term. The Vice President may not serve more than four terms consecutively but shall not be otherwise restricted in serving non-consecutive terms.

3. Secretary. The Secretary shall record minutes of all meetings, including those of the general membership, the Board of Directors and the Executive Committee; attend to correspondence in the corporation's name; keep proper records of minutes and correspondence in an organized manner for future reference and historical purposes, and perform all other usual duties of a secretary. The Secretary shall also perform all other duties as assigned by the President The Secretary shall hold office for one year, with the option to serve a second term. The Secretary may not serve more than four terms consecutively but shall not be otherwise restricted in serving non-consecutive terms. 

4. Treasurer. The Treasurer shall maintain adequate financial records; shall pay expenses on order of the Board of Directors with the approval of the Executive Committee; and shall prepare a written financial statement for presentation to the general membership of the corporation at the annual meeting, and other duties as assigned by the President The Treasurer shall hold office for one year, with the option to serve a second term. The Treasurer may not serve more than four terms consecutively but shall not be otherwise restricted in serving non-consecutive terms. All financial records of the corporation shall be audited by a qualified person or persons appointed by the Executive Committee annually. The Treasurer will file all annual tax returns and forms (ex. 1099, 990, etc.) as required by law.

5. Vice President in Charge of Properties. The Vice President in Charge of Properties will be responsible for the inventory, and will control use, in Stage 62 productions and rental or use by groups other than Stage 62 of all costumes, scenery, lighting and other equipment germane to theatre production. Policy for use of properties shall be determined by the Executive Board. The Vice President in Charge of Properties shall serve as the liaison agent and shall make all arrangements with the facility representative of the lessor for use of storage facilities for the corporation’s costumes, props, tools, and sets. The Vice President in Charge of Properties oversees the work of the following Executive Committee members: Technical Director, Props Manager, Costume Manager, and Master Electrician. In addition to other duties as assigned by the President. The Vice President in Charge of Properties shall hold office for one year, with the option to serve a second term. The Vice President in Charge of Properties may not serve more than four terms consecutively but shall not be otherwise restricted in serving non-consecutive terms.

Section 2. 
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:

1. Be a full voting member for two successive years, including the present year; and

2. (i) Have participated in four (4) of the last six (6) shows in such a way as to justify having his/her name in the show program, or (ii) Served on the Board or on a standing committee  for two (2) successive years, including the present year.
   

Section 3.
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.

Section 4.
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.

Section 5.
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. 

Section 6.
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. 

Section 7.
​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.

Section 1.
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.

Section 2.
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.

Section 3.
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.

Section 4.
​Quorum. A quorum for any meeting shall consist of one third (33%) of the membership of record.

Section 1.
Standing Committees.

1. Executive Committee. The President, Vice President, Secretary, Treasurer, Vice President in Charge of Properties, Liaison Agent(s), Information Technology Manager, Business Manager, Membership Chairperson, Callboard Editor, Fundraising Chairperson, Communications Chairperson and Chairpersons of the Advertising, Public Relations, Marketing, and Social Media Subcommittees, Artistic Committee Chairperson, Nominations Coordinator, the Managing Directors, the current producer, House Manager, Box Office Manager, Costume Manager, Props Manager, Technical Director, and Master Electrician shall constitute the Executive Committee. 

   1. The immediate Past President shall be an ex-officio member of the committee. This committee shall meet at least once each month.

   2. The Executive Committee shall have further power to direct the Board of Directors to advance money and make or authorize purchases necessary to the theatrical productions of the corporation.

   3. Each member of the Executive Committee shall have one vote.

   4. If all of the Directors, in conjunction with Executive members of the committee, severally or collectively, consent in writing to any action to be taken by the corporation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors. 

2. Committee Chairpersons. Chairpersons of the below committees shall be appointed by the President from the membership annually and approved by the Board of Directors. Committee chairpersons shall hold office for one year. 

3. Fundraising Committee. This Committee shall have the responsibility of organizing and conducting fundraisers for the corporation, as well as maintaining records of donor contributions and sending donor acknowledgements. 

4. Communications Committee. The Communications Committee shall have the responsibility of coordinating Stage 62’s marketing, advertising, public relations, and social media efforts. The Communications Committee shall be divided into the following subcommittees:

   1. Advertising Subcommittee. The Advertising subcommittee shall be responsible for the procurement and management of program advertisements for all Stage 62 performances.  

   2. Public Relations Subcommittee. The Public Relations subcommittee shall be responsible for all publicity, both internal and external. The committee shall be responsible for Stage 62 announcements for the year. 

   3. Marketing Subcommittee. The Marketing Subcommittee shall be responsible for the design and execution of visual marketing materials, including but not limited to print ads, banners, and posters. 

   4. Social Media Subcommittee. The Social Media Subcommittee shall be responsible for the management of all Stage 62 social media platforms.  This position will work collaboratively with other members of the Communications Committee to create meaningful and engaging social media content. 

   5. Callboard Editor. The Callboard Editor shall be responsible for drafting and distributing the corporation’s newsletter (known as the Callboard) to all members. The items to be included in the newsletter are determined by the Editor with the approval of the President. 

5. Membership Committee. This committee shall be responsible for collecting dues and issuing proper receipts.  This committee shall be responsible for providing a current list of members prior to any vote of the general membership, including election of officers and election of shows.

6. Director Interview Committee. The Director Interview Committee shall be responsible for publishing open director positions, reviewing applications, reserving a location for, scheduling, and conducting director interviews at a time and place convenient for the committee and all participants, and recommending Directors for each production in the season for approval by the Executive Committee. 

7. Artistic Committee. This committee shall consist of, at most, seven (7) members to be chosen as follows: Appointed by the Board of Directors: One (1) Artistic Committee Chairperson with at least seven (7) years of experience in either directing or producing shows, has directed or produced at least two (2) shows at Stage 62, has served at least one (1) year in a Board of Directors or Committee position at Stage 62, and has served on at least one (1) previous  Artistic Committee at Stage 62. Six (6) members are to be appointed by the Artistic Committee Chairperson with approval by the Board of Directors. These six members consist of: One person who has produced a Stage 62 production; one person who has directed a Stage 62 production; one person who has been technical director on a Stage 62 production; one person who has or is serving as Business Manager or Treasurer for Stage 62; one person who has been music director or conductor or vocal director on a Stage 62 production; and one (1) current Stage 62 member-at-large. The Board of Directors will provide membership notice to submit their interest in serving on the committee at least three (3) weeks prior to the Board of Directors approving committee membership. The Board of Directors retains the authority to amend committee member qualifications if committee positions cannot be filled after a good faith effort search.
   
   The Artistic Committee for the following year shall be formed by the Board of Directors each year at the December annual meeting (with the exception of the first year this is enacted, when the Artistic Committee will be formed at the January board meeting to allow for advance notice to membership).The Board of Directors will decide on the number of productions for the following year. The Artistic Committee will choose two potential season slates of productions based upon a majority vote of the committee members. The committee will take upon itself the responsibility to present two (2) season slates that align with Stage 62’s mission, vision, and values. The committee will be responsible for assessing the availability of individual productions and coordinating with surrounding theatre groups on their selections and production dates.
   
   The committee will formally recommend their selections for approval by the Board of Directors at least three (3) weeks prior to the September general membership meeting. The Artistic Committee will present two Board-approved season slates of productions for next season to the membership at the August meeting. The proposed season slates will be voted upon at the September meeting by the general membership.

8. Ad Hoc Committees. The President, upon approval by the Board of Directors, shall have the authority to create and/or dissolve any number of ad hoc committees to address specific tasks or objectives.
   

Section 2.
Other Executive Committee Positions. 

1. Information Technology Manager. The Information Technology Manager shall be responsible for the management of technology, software, and other systems used by Stage 62.  The Information Technology Manager shall provide technical support to committee members to ensure appropriate access to and understanding of all such technology, software, and systems used by Stage 62. 

2. Business Manager. The Business Manager shall be responsible for the control and accounting of all financial matters associated with the productions. The Business Manager shall coordinate with the Fundraising Chairperson in preparing the budget and determining fundraising goals. The Business manager shall also be responsible for assisting the producer in preparing the production budget, coordinating with the treasurer and production team regarding all production expenses, maintaining a detailed record of production expenses, including distribution by type of expense.

3. Nominations Coordinator. The Nominations Coordinator shall be responsible for assembling the slate of volunteers running for elected board positions, verifying each nominee’s qualifications, and relaying the slate of candidates to the membership for voting. 

4. Managing Directors. Managing Directors shall be voting members of the Executive Committee, selected by the President, with a term of one year, renewable annually at the President’s discretion. The Managing Directors shall make recommendations and provide strategic guidance that aligns with Stage 62's mission and vision. The Managing Directors shall also periodically review and make recommendations to the membership on the corporation’s bylaws, policies, and procedures, as well as assisting with forecast modeling, financial planning, and budgeting. 

5. House Manager. The House Manager shall be responsible for the management of all areas forward from the proscenium.

6. Box Office Manager. The Box Office Manager shall oversee and coordinate the sale and distribution of all tickets for all performances and shall ensure the security of any money exchanged therefor. The Box Office Manager shall also be responsible for receiving messages from and recording messages to the Stage 62 phone, checking phone messages at least once per week throughout the year, and forwarding messages to the intended persons.

7. Costume Manager. The Costume Manager shall be responsible for maintaining inventory of costumes and is ultimately responsible for managing the process of acquiring materials from and loaning materials to other companies.

8. Props Manager. The Props Manager shall be responsible for maintaining inventory of props and is ultimately responsible for managing the process of acquiring materials from and loaning materials to other companies.

9. Technical Director. The Technical Director shall have overall responsibility for sound, lights, construction, gallery, and any other technical aspects of production.

10. Master Electrician. The Master Electrician shall be responsible for the care and management of all lighting equipment and is ultimately responsible for managing the process of acquiring materials from and loaning materials to other companies.
    

Section 3.
​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. 

Section 1.
​Production Crews.
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.

1. Producer. The producer shall be appointed by the executive committee prior to each production. The producer shall have complete executive responsibility for the production, including budget, appointing the technical director, house manager, program chairman, setting up the production schedules and seeing that all departments, including the director and stage manager, maintain their schedules.

2. Director. The director shall be appointed by the executive committee prior to each production from a list of qualified personnel. The director shall have esthetic responsibilities for the production which said director shall cast and rehearse. The director shall approve all designs and staging and any other items deemed necessary to the esthetic or interpretive qualities of the production. The director appoints the stage manager and, in the case of a musical, the musical director and choreographer with the approval of the producer. The director shall also be responsible to the producer for executive functions of the production.

3. Stage Manager. The stage manager shall be appointed by the director with the producer's approval. The stage manager shall be directly responsible to the director, is the executive assistant to the director, and shall have responsibility for the hand properties, makeup, and wardrobe crews. The stage manager shall maintain the prompt book with all blocking and director's notes, shall attend all rehearsals, and shall have complete responsibility for the stage during technical and dress rehearsals and all performances. The stage manager may appoint such assistant stage managers as shall be deemed necessary.

4. Technical Director. The technical director shall be appointed by the producer and shall be directly responsible to said producer. The technical director is responsible for the realization of the design of the show, the maintenance of all stage equipment, the purchase of stage supplies and is responsible for the following crews: set, design, construction and painting, lighting, sound and set properties. During technical and dress rehearsal and all performances, the technical director will report directly to the stage manager.

5. Production House Manager. The production house manager shall be appointed by the producer. The production house manager shall be responsible for the ushers, house, cloak room and lobby display, and shall report directly to the producer.

6. Publicity Director. The publicity director shall be appointed by the chairman of the public relations committee and shall be responsible for all publicity, press releases, posters, television and radio spots, photographic services and all other types of publicity employed. The publicity director shall be directly responsible to the producer.

7. Program Chairperson. The program chairperson shall be appointed by the chairperson of the Marketing Subcommittee and shall be responsible for designing and creating the advertisement program for each production.

Section 1.
​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. 

Section 1. 
​The corporation may have a seal of such design as the Board of Directors may adopt.

Section 1.
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.

Section 2.
The powers not delegated by these bylaws to the Board of Directors, Executive Committee, officers or committee chairpersons, nor prohibited by them to the members, are reserved to the members.

Section 1.
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.

Section 2.
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.

Section 3.
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 bylaws.

Section 4.
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.

Section 5.
​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 bylaws, 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.

Section 1. 
Amendment(s) to these bylaws 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.

Section 2.
​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.

Section 1.
​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.