We hereby recognize, affirm and celebrate the theatre as a
justified human action, necessary and life-enhancing.Whether it soothes us with refreshing
laughter when we are weary, or startles us with uncompromising portraits of
social decay when we are complacent, at its best the theatre is a worthy action
which supports and sustains the health of the society it mirrors.Because of its inimitable power to dramatize
the ideas of our great thinkers, it is central to the human education of lives
and is a primary source for enriching the quality of life in our
communities.In order to support these
ideas with our collective strength, we join together for the common good of
theatre and life in our community.
ARTICLE I – NAME & PURPOSE
The name of this corporation shall be The Carnegie Players,
Incorporated, a not-for-profit corporation, in accordance with the Articles of
Incorporation adopted, approved and filed with the Secretary of State, State of
The purposes of the corporation are stated in Article II of
the Articles of Incorporation as incorporated herein by reference.The purpose of this organization shall be:
1)To stimulate cooperative development of
theatre at all levels.
promote recognition and funding of theatre by local, state and federal
governments, foundations and any other source.
provide opportunities for culturally diverse theatre in the community.
provide theatre experience for those people who might not otherwise have access
to live drama.
promote the use of theatre in guest artists.
promote theatre as an enrichment of life in our community.
provide family entertainment and participation for the family through the
experience of theatre, drama and music to the community.
& Tangible Personal Property
The corporation may hold or dispose of such property, real
or personal, as may be given, devised or bequeathed to it, or entrusted to its
care in keeping; may purchase, acquire, encumber and dispose of such property
as may be necessary to carry out the purposes of the corporation.Title to all corporation property shall be
held in the name of the corporation.The
corporation, however, shall not carry on any activity not permitted to be
carried on by a corporation exempt from federal income tax under Section 501 of
the Internal Revenue Code of 1954 or of similar import.
ARTICLE II – MEMBERSHIP
Membership is open to any individual who supports the
purposes of the Carnegie Players, Incorporated.Membership may be obtained upon application either to the secretary or
to the president of the corporation and
upon payment of the current dues. The amount of
dues and types of membership shall be set from time to time by the Board of
Directors at a regular meeting where a quorum exists and when notice of
possible changes in membership dues and types was provided to each member of
the Board at least three days prior to the meeting at which such proposed
changes were considered.
There are regular and associate memberships in the
Clause A)Regular membership provides for full voting
rights in the corporation and the right to become a member of the Board of
Directors, the right to be notified of all membership meetings of the
corporation, and to receive all appropriate publications and materials.In order to be a regular member of the
corporation, the member must be an individual.
Clause B)An associate membership provides for no
rights to vote or to become a member of the Board of Directors.However, associate membership does include
the right to be notified of all membership meetings and to receive all
appropriate publications and material.Associate memberships are available to corporations, partnerships and
professional organizations and associations.
There shall be an annual meeting of membership of the
corporation during the first fiscal quarter at such time and place as the Board
of Directors may determine.Notice of
the annual meeting shall be given to members by
publication no less than ten (10) days prior to the date of the meeting.
Special membership meetings shall be called by the
president, or on written application of at least ten (10) regular members made
to the secretary, who shall mail notices to the members no less than ten (10)
days prior to the meeting, stating the purpose of the meeting.No other business may be transacted at a
special meeting other than that which is specified in the notice.
A quorum of the membership at any membership meeting is nine
ARTICLE III – BOARD OF DIRECTORS
The purpose of the Board of Directors of the corporation is
to establish policy, to conduct the business of the corporation in an efficient
and effective manner, and to elect new board members as needed.
The Board of Directors shall be responsible for the control
and management of the affairs, property and interests of the corporation, and
may exercise all powers of the corporation except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved to the regular
members.The Board of Directors shall
report on the activities of the corporation at the corporation’s annual
Election & Term of Office
Clause A)The number of directors of the corporation
shall not be fewer than nine (9) and not more than twelve (12),
each with an equal vote.
B)Four (4) board members shall be
elected for a term of three (3) years, each year at the annual meeting.If
a member is elected to complete an unexpired term, membership shall be for the unexpired term.To be elected, a candidate must receive
affirmative votes from at least a
majority of the total Board of Directors.
Clause C)The Board of Directors shall establish a
nominating committee to receive recommendations
for new board members.
& Regular Meetings
Clause A)The Board of Directors shall meet at least
once quarterly and from time to time as may provided by resolution for the
holding of other regular meetings of the Board of Directors, at a fixed time
and place thereto.
Clause B)Notice of any regular meetings of the Board
of Directors shall be required to be given to board members and general notice
for regular and associate members, and will be posted in the office of the
Clause A)Special meetings of the Board of Directors
shall be held whenever called by the president or by two of the directors, at
such time and place as may be specified in the respective notices or waivers or
notice thereto.Business at a special
meeting shall be restricted to that purpose which was provided in the notice.
Clause B)Except as otherwise required by statute,
notice of special meetings shall be mailed directly to each director, addressed
to him or her at the residence or usual place of business at least two (2) days
prior to the date on which the meeting is to be held, or shall be sent to a
director at such place by email, fax or U.S. mail, or
shall be delivered to the director personally or given to him or her orally,
not later than the day before the day on which the meeting is to be held.A notice or waiver of notice shall specify
the purpose of the meeting.
At all meetings of the Board of Directors, the majority of
the entire board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation or by these bylaws.
Any director may resign at any time by giving written notice
to the Board of Directors, the president or the secretary of the
corporation.Unless otherwise specified
in such written notice, such resignation shall take effect upon receipt thereof
by the Board of Directors, and acceptance of such resignation shall not be
necessary to make it effective.
Directors and members of any committee of the Board of
Directors shall not be entitled to any compensation for their services in their
capacity as members of the Board of Directors; and members of any such
committee, however, from time to time, by resolution by the Board of Directors,
the members of the Board of Directors and members of any committee of the Board
of Directors shall be entitled to reimbursement for any reasonable expenses in
attending such meetings of required duties.
The Board of Directors, by resolution adopted by the
majority of the entire board, may from time to time designate among its
members, as executive committee and other such committees, and alternate
members thereof, as they may deem desirable, each constituting three (3) or
more members with such powers and authority as may be provided in such
resolution.Each such committee shall
serve at the pleasure of the board.Chairpersons of all committees must be members of the Board of
Vacancies occurring on the Board of Directors between annual
meetings may be filled by the Board of Directors for an unexpired term.
Absences of a member of the Board of Directors from three
(3) regularly schedule consecutive meetings of the Board of Directors may be
deemed a resignation from the board, at the discretion of the Board of
Directors.Upon notice of the Board of
Directors’ decision, a vacancy shall be declared and filled as stipulated in
Article III at the next board meeting.
ARTICLE IV – OFFICERS
The officers of the corporation shall be elected by the
Board of Directors and shall be the president, vice president, secretary, treasurer, and membership secretary.Two or more offices may be held by the same
person except that the offices of the president and the secretary may not be
held by the same person.The board may
appoint such officers and agents as shall be necessary, who shall hold offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors.The Board of
Directors may adopt job descriptions in addition to that which is briefly
described for each position in section 3 through 7 herein.They shall be the president, vice president,
secretary, treasurer, and membership secretary and other officers as may be
designated from time to time by a majority vote of the Board of Directors.
Section 2.Term of
The Board of Directors shall elect officers of the corporation
who shall hold office for two (2) years.
Any officers elected or appointed by the Board of Trustees
may be removed at any time by the affirmative vote of two-thirds (2/3) of the
whole Board of Directors, whenever in their judgment the best interest of the
corporation will be served thereby.If
the office of any officer becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.
The president shall preside at all regular and special
meetings of the Board of Directors, and be an ex-officio member of all
committees.The president shall be
responsible for the general supervision of the direction of the affairs of the
corporation.The president shall present
a written report of the year’s activities at the annual meeting of the members
of the corporation.The president shall
authenticate by his or her signature, all acts, orders and proceedings of the
corporation.The president shall provide
adequate notice of all regular and special meetings of the Board of Directors.
The vice president shall, in the absence or disability of
the president, or upon delegation by the president, perform the duties and
exercise the powers of the president or such of them as may be delegated, and
shall perform such other duties or exercise such powers as the Board of
Directors shall prescribe.
The secretary shall be responsible for official
correspondence for the corporation and for maintaining the record of the
proceedings of all minutes of meetings and the Board of Directors’
meetings.The secretary will be the
custodian of all official records for the corporation other than financial
records.The secretary shall be
responsible for and file with the Secretary of State, the corporation’s annual
The treasurer of the corporation shall be the chairperson of
the finance committee and is responsible for the overall supervision of the
fiscal management of the corporation and shall be assisted by the Board of
Directors and shall present monthly and annual fiscal reports to the Board of
Directors and to the membership at its annual membership meeting.
The membership secretary shall maintain an up-to-date
membership list of members of the corporation and perform other duties as
assigned by the Board of Directors.
ARTICLE V – FISCAL MATTERS
The corporation’s fiscal year shall be from January 1 to
Each production shall have its own operating budget to be
developed and presented to the board during a regular meeting prior to the
production.In addition, a general
operating budget for the next fiscal year is to be presented to the board
during a regular meeting in the fourth quarter of the fiscal year.
The Board of Directors shall select banks, trust companies
or other depositories in which all funds of the corporation not otherwise
employed, shall from time to time be deposited to the credit of the
corporation.All checks or demands from
money and notes for the corporation shall be signed by such officer or officers
or such person or persons as the Board of Directors shall from time to time
There shall be a joint accounting immediately after each
production with at least two board members present.
ARTICLE VI – DISSOLUTION
In the event of dissolution or liquidation, the assets of
The Carnegie Players, after payment of debts and obligations, shall be
transferred to The Jasper Foundation.
ARTICLE VII – EXCEPTIONS, PRECEDENTS
The Board of Directors, for a specified time period, may
authorize non-compliance with any provisions of these bylaws in a manner not
inconsistent with the Articles of Incorporation, when in the opinion of the
Board of Directors, such non-compliance will enable the corporation better to
carry out its general purposes, provided however that such non-compliance shall
not continue beyond one (1) year from the date of authorization by the Board of
In the event of any inconsistency between official documents
of policies of the corporation, the following precedence will govern:
Articles of Incorporation and their amendments.
bylaws of the corporation and their amendments.
policy resolutions of the Board of Directors.
Robert’s Rules of Order, latest edition, shall govern
the conduct of meetings of the Board of Directors and the annual meeting.
A)(Amending the Bylaws)
These bylaws may be amended by
two-thirds (2/3) vote of the entire Board of Directors, provided that a written
notice of each proposed amendment shall be sent to each director not less than
ten (10) days prior to the meeting at which such amendment is to be voted on.
B)(Amending the Articles of
Such an amendment shall be
submitted to a meeting of the corporation upon ten (10) days notice to the
members, which shall include a brief statement of the proposed amendment.A majority of the voting members present at
such a meeting shall be sufficient to carry such an amendment.
These bylaws shall be effective when approved by the Board
of Directors of the corporation by two-thirds (2/3) vote of the entire Board of