Coach House Players, Inc.
Joe Felece, President CHP
Rosie Interrante, Treasurer,
Amended: May 21, 2013; addendum Sep 10,
1. NAME AND OBJECT OF
1.1. This Corporation
shall be known as "The Coach House Players, Inc."
1.2 The objectives
of the Corporation shall be:
1.2.1. To acquire and own land and buildings
for a corporate purpose and for the use of members of the Corporation in
connection with the staging and production of all types of theatrical
1.2.2. To sponsor and promote a little theater
movement for the education and training of its members in all phases of the
1.2.3. To foster the development in the community
of an appreciation of the theater by producing and causing to be produced
dramatic productions and theatrical entertainments, and by participating
in activities having that in view.
1.2.4. To present scholarships to those such
persons as the Corporation deems worthy and deserving.
2.1. The membership of the Corporation shall
consist of those persons who have signed the Certificate of Incorporation
as incorporators, together with all persons who are hereafter received in
or elected to membership as hereinafter provided.
Members. All persons interested in actively working for the purpose
of the Corporation, as stated in these bylaws, and upon working on two of
four consecutive productions, and paying dues, as herein provided, are eligible
for active membership. Active members must then work on one production
or committee per year and pay the yearly dues on time to maintain active
status, failure to do so will result in active membership reverting to
Failure to fulfill probationary status will result
in suspension of membership.
2.2.1. Active member
classes. Persons ages 18 and older will be considered Senior
active members. Persons ages 16+17 will be considered Junior active
2.2.2. Senior active member
184.108.40.206. Participate in all activities
220.127.116.11. Participate in discussions and vote
at meetings of members.
18.104.22.168. Hold elective office subject to
qualifications prescribed by these bylaws.
22.214.171.124. Receive newsletters and other correspondence
including a copy of these by-laws.
2.2.3. Junior active member
126.96.36.199. Participate in all activities with adult
sponsor and/or parental supervision.
188.8.131.52. Participate in discussions at meetings
184.108.40.206. Receive newsletters and other correspondence
including a copy of these bylaws.
2.2.4. Election of active
members. Eligible persons must complete an application which includes
an endorsement of at least one active member of this Corporation and deliver
same to the membership committee for review. The Board of Directors
shall act upon the proposal by ballot voting. Three negative votes
shall prevent election. All proceedings regarding the election of active
members shall be strictly confidential.
2.2.5. The rights and privileges of an active
member shall not be assignable.
2.3. Probationary Members.
All persons interested in actively working for the purpose of the corporation,
as stated in these bylaws, upon paying dues and until meeting the requirements
of becoming an active member, are eligible for probationary membership.
2.3.1. Privileges. All probationary members
are entitled to:
220.127.116.11. Participate in all activities.
18.104.22.168. Participate in discussions at meetings
22.214.171.124. Receive newsletter and other
126.96.36.199. Review bylaws upon request to and at
convenience of the Board of Directors.
2.3.2. The rights and privileges of a Probationary
member shall not be assignable.
2.4. Patrons. All persons
interested in the general purpose of the Corporation and upon making a general
monetary donation-not as dues or other specified donations, will be considered
2.4.1. Privileges. Privileges will
be granted to Patrons during the Corporation's fiscal year in which a donation
188.8.131.52. Patron names will
be listed in program books of all productions.
184.108.40.206 The receipt of correspondence on upcoming
events and fund raising activities.
220.127.116.11. Invitation to Patrons social event,
held separately or in conjunction with member activity.
18.104.22.168. Donations which are taxdeductible
to the full extent allowed by law.
Classifications: At the discretion of the Board of Directors the following
classifications may be changed by a majority vote of the directors.
22.214.171.124. $5 - $14 Booster
126.96.36.199. $15 - $24 Contributor
188.8.131.52. $25 - $49 Friend
184.108.40.206. $50 - $99 Partner
220.127.116.11. $100 - $249 Benefactor
18.104.22.168. $250 - $499 Sponsor
22.214.171.124. $500 - $999 Director
126.96.36.199. $1000 - $2499 Producer
188.8.131.52. $2500 and above Angel
2.4.3. Patrons are separate from active and
probationary members and donations will not substitute for the dues or
obligations of those membership classes.
184.108.40.206. Patrons will not substitute or replace
any other fund raising events as may be decided upon by the Board of Directors
of the Corporation.
2.4.4. The rights and privileges of Patrons shall
not be assignable.
2.5. Life Member.
A founder of The Coach House Players, Inc. or an active member who has
substantially contributed to the Corporation on a continuous basis for a
minimum of 20 years is eligible to become a life member.
Privileges. Providing the life member maintains
an active membership, the privileges for a life member shall be the same
as a Senior Active Member, additionally, dues shall be waived for life
2.5.2. Failure to maintain active membership
will result in the loss of voting privileges.
2.5.3. Election of
Life Members. The Board of Directors shall vote annually
on the election of life members after receiving eligibility list from membership
2.5.4. The rights and privileges of a life member
shall not be assignable.
Members. The Board of Directors, at a duly organized meeting,
may elect honorary members by a unanimous vote of the members present.
Such honorary members shall be entitled to all the privileges of Life Members
with the exception of the right to vote or hold office.
2.7. Resignation. Any member
may withdraw from the Corporation, after fulfilling all obligations to it,
by giving written notice of such intention to the Membership Secretary, who
shall present it to the Board of Directors at their first meeting after its
Suspension/Expulsion. A member may be suspended for a
period or expelled for cause, such as violation of any of the bylaws or rules
of the Corporation or for such conduct prejudicial to the proper interests
of the Corporation. Such suspension or expulsion shall be by a two-thirds
vote of the membership of the Board of Directors, provided that a statement
of the charges has been sent to the member at the last recorded address at
least fifteen days before the final action is taken. The statement
shall include a notice of the time when and place where the Board of Directors
will take action, thereby giving the member opportunity to present a defense
at the time and place mentioned in said statement.
3. FEES AND DUES
3.1. The annual dues of active
or probationary members for each fiscal year, commencing January 1, shall
be determined annually by the Board of Directors.
3.1.1. Annual dues by all members shall be payable
on or before the annual meeting.
3.1.2. Any member whose dues
are unpaid by the date of the annual meeting of any year shall
not be entitled to participate in the activities or privileges of the Corporation
and must complete membership requirements to be reinstated.
4.1. Annual Meeting.
The annual meeting of the members of the Corporation shall be held in May
for the election of the members of the Board of Directors, for receiving
the annual reports of officers, directors, and committees; and for the
transaction of other business.
Notice of the time and place of the annual meeting
shall be mailed to each member at the last known address at least ten days
prior to the time appointed for the meeting.
4.2. Regular Meetings. In addition
to the annual meeting, regular meetings of the membership shall be held at
least three times per year, one of which must be in September, for the
transaction of such business that may be regularly brought before the
meeting. Each member shall be notified of such meetings by mail or
Meetings. Special meetings of the members may be called by the
President at any time on his own initiative or by the President or Recording
Secretary upon request of five active members to such officer made in writing;
notice of such meeting to be mailed to each member at least ten days previous
to said meeting, and at such meeting there shall be considered only such
business as is specified in the meeting notice.
4.4. Quorum. At all meetings
of members of the Corporation, either regular or special, the presence in
person or by proxy of onefourth of all active Senior Members in good
standing and entitled to vote shall constitute a quorum for the transaction
of business. If a quorum be not present, the presiding officer may
adjourn the meeting to a day and hour fixed by them. If such a meeting
is held, the membership will be notified by mail or phone.
4.5. Proxies. Each member
of the Corporation entitled to vote at any meeting thereof may vote by
proxy. Proxies shall be in writing and revocable at the pleasure of
the member executing the same. Unless the duration of the proxy is
specified, it shall become invalid eleven months from the date of its
4.6. Inspectors of
Election. Two inspectors of election shall be chosen by vote
of the members at the beginning of the annual meeting. It shall be
their duty to act as inspectors of election at the annual meeting and at
all meetings until the next annual meeting.
4.7. Order of Business. At
all meetings of members of the Corporation and of the Board of Directors,
the order of business shall be as follows:
4.7.1. Determine quorum
4.7.2. Reading of minutes of prior meeting for
information and approval
4.7.4. Reports of officers
4.7.5. Reports of committees
4.7.7. Unfinished business
4.7.8. New business
4.7.9. Any question as to priority of business
shall be decided by the Chair without debate. This order of business
may be altered or suspended by a majority vote of the members present.
5.1. The general management of affairs of the
Corporation shall be vested in the Board of Directors, who shall be elected
as provided in these bylaws.
5.2. The officers of the Corporation shall consist
of a President, Vice-President, Recording Secretary, Membership Secretary,
5.3. The President shall be
a member, ex-officio, of all committees and should be notified of each and
every committee meeting.
6. BOARD OF
6.1. Number. The property, affairs,
business, and concerns of the Corporation shall be vested in the Board of
Directors consisting of nine Directors. The nine members of the Board
shall, upon election, immediately enter the performance of their duties and
shall continue in office until their successors are duly elected and
6.2. Election of
Directors. The Directors of the Corporation shall be elected at
the annual meeting. Each voting member shall be entitled to one vote
per Director to be elected and the candidates receiving the majority of the
votes cast shall be elected.
6.3. Eligibility. No person shall
be eligible for the office of Director of the Corporation unless they have
been a voting member in good standing and participated in the activities
of the organization for a period of at least one year.
6.4. Classes and Terms of Directors.
The Directors shall be divided into three classes. At the first annual
meeting, held after the adoption of the original bylaws, one class of Directors
shall be elected to serve a term of three years, one class shall be elected
for a term of two years, and a third class shall be elected for a term of
one year. Then, upon expiration of the term of each class of Director,
the new Directors shall be elected for a full term of three years.
At the expiration of their term, any Director may be re-elected.
6.5. Meetings of the
Board. Regular meetings of the Board of Directors shall be held
immediately succeeding the annual meeting to elect officers for the coming
year, and monthly, thereafter. The President may, when deemed necessary,
or the Recording Secretary shall, at the request of two members of the Board,
issue a call for a special meeting of the Board. Directors will be
notified of such meetings by mail or phone.
6.6. Quorum. Five members of the
Board of Directors shall constitute a quorum for the transaction of
business. In the absence of the President and the Vice-President, the
quorum may choose a chairman for the meeting. If a quorum be not present,
a less number may adjourn the meeting to a later day.
Whenever a vacancy shall appear in the Board of Directors by death, resignation,
or otherwise, the same may be filled without undue delay by a majority vote
by ballot of the remaining members of the Board of Directors at a special
meeting which shall be called for that purpose. Such election shall
be held within sixty days after the occurrence of such vacancy. The
person so chosen shall hold office until the next annual meeting or until
his successor shall have been chosen at a special meeting of the
6.8. Removal at
Directors. Any one or more of the Directors may be removed either
with or without cause, at any time, by a vote of two-thirds of the voting
members at any special meeting called for that purpose. Rules for special
meetings contained herein must be followed.
7. DUTIES AND POWERS
OF THE BOARD OF DIRECTORS
7.1. The Board of Directors
shall have the general charge and management of the affairs,funds, and property
of the Corporation. They shall have full power and it shall be their
duty to carry out the purposes of the Corporation according to its Constitution
and bylaws, to determine whether the conduct of any member is detrimental
to the welfare of the Corporation and to fix the penalty for such misconduct
or any violation of the bylaws.
7.2. The Board of Directors
shall have the power to hold meetings at such time and places as they think
proper, to admit members and to suspend or expel them by ballot, to appoint
such committees from the members of the Board as they may deem necessary
and advisable, and to audit bills and disburse funds of the Corporation for
8.1. The officers of the Corporation shall be
a President, a Vice-President, a Recording Secretary, a Membership Secretary,
and a Treasurer.
8.2. Method of
Election. The Board of Directors shall elect all officers for a
term of one year. The President, VicePresident, Recording Secretary,
and Membership Secretary must be elected from the Board of Directors.
The Treasurer need not be a member of the Board of Directors. The majority
of a quorum present at a meeting of the Board of Directors shall be necessary
to constitute an election.
8.3. Vacancies in
Office. If a vacancy occurs among the officers either by death,
resignation, or otherwise; such vacancy shall be filled for the unexpired
term by the Board of Directors.
9. DUTIES OF
9.1. The President shall preside
at all meetings of the members of the Corporation, the Board of Directors,
and the Executive Committee. He/she shall appoint such committees as
considered expedient and necessary. The President shall be a member
ex-officio of all committees with the right to vote. And shall also,
at the annual meeting of the members of the Corporation and at such other
times as deemed proper, communicate to the members of the Corporation or
to the Board of Directors such matters and make such suggestions as may,
in his/her opinion, tend to promote the prosperity and welfare and to increase
the usefulness of the Corporation. Also, other duties as are necessarily
incident to the office of President of the Corporation shall be
9.2. In the case of death or
the absence of the President or of his/her inability from any cause to act,
the Vice-President shall perform the duties of the office. In the absence
of both the President and the Vice-President, the Treasurer shall preside
and assume the duties of President.
9.3. The Recording Secretary
shall keep the minutes of all meetings of the members of the Corporation
and of the Board of Directors; shall, if requested, read such minutes at
the close of each meeting for approval; notify officers and members of the
Corporation of their election; notify members of their appointment on committees;
furnish the Chairman of each committee with a list of the members of such
committee; and perform such other duties as may be required of them by the
bylaws, the President, or the Board of Directors.
9.4. The Membership Secretary
shall collect dues, keep an accurate account of same, and pay them over to
the Treasurer. Additionally, duties will include maintaining a record
of all members (active, probationary, life and honorary) and providing the
information necessary to determine if quorum is present at meetings and that
only qualified members vote in accordance with bylaws; and to investigate
and pass upon all applications for membership and to recommend the rejection
or acceptance of the same to the Board of Directors.
9.5. The Treasurer shall have
charge of all receipts and monies of the Corporation; shall be solely responsible
for depositing said funds in the name of the Corporation; and shall disburse
said funds as ordered or authorized by the Board of Directors. He/she
shall keep regular accounts of the receipts and disbursements, make a report
at the close of the fiscal year, and give an itemized statement of the same
at regular or special meetings of the members of the Corporation or Board
of Directors when requested by the President. The Treasurer shall sign
checks and withdrawal slips on behalf of the Corporation upon any and all
of its bank accounts and the same shall be honored on their signature and
that of either the President, Vice-President, or Recording Secretary; or,
in their absence, on the signature of two of the other three; and shall,
also, set up special accounts as needed.
9.5.1. Bond of Treasurer. The Treasurer
shall, if required by the Board of Directors, give the Corporation such security
for the faithful discharge of their duties as the Board may direct.
10.1. The Executive
Committee. There shall be elected annually by the Board of Directors
one member thereof who shall constitute an Executive Committee along with
the President and the Vice-President. The Executive Committee may act
on behalf of the Corporation in any matter when the Board of Directors is
not in session, reporting their action to the Board of Directors at the next
regular or special meeting. Meetings of the Executive Committee may
be called by the President who shall act as Chairman of the Committee.
The Executive Committee may cause, at their option, the Treasurer's accounts
to be audited at least once a year and shall report thereon to the Board
10.2. Committee on
Nominations. At least sixty days prior to the date fixed for the
annual meeting, the President shall appoint a Nominating Committee of three
members, none of whom shall be a member of the Board of Directors, whose
duty it shall be to nominate candidates for the Directors to be elected at
the next annual election.
10.2.1. Independent Nominations.
Nominations for Directors may also be made from the floor by a member of
the Corporation in good standing and entitled to vote at such meeting.
Committees. The President shall have the power to appoint such
other committees and chairpersons as they may deem expedient or advisable
for carrying out the affairs or purpose of the Corporation. The President,
being an ex-officio voting member of all committees, shall be notified of
all committee meetings.
10.4. Committee Quorum. A majority
of any committee of the Corporation shall constitute a quorum for the transaction
of business. Committee action must be reported in writing, periodically,
to the President.
Vacancies. The President shall have the power to fill vacancies
in all committees.
11. COMPENSATION OF DIRECTORS AND
11.1. Neither the officers nor Directors nor
members serving on committees shall receive any salary or compensation for
services rendered to the Corporation.
12.1. A yearly calendar shall be mailed to members
at their addresses as given on the books of the Corporation, and such mailing
shall constitute evidence of service
13.1. Upon dissolution of the Corporation, all
assets of the Corporation are to be liquidated; all outstanding debts are
to be paid; and the balance of the funds are to be deposited in a bank operated
trust fund for the distribution of scholarship(s) from the interest
14.1. These bylaws may be amended, repealed,
or altered in whole or in part by a majority vote of the membership, either
in person or by proxy, at any duly organized meeting of the Corporation,
provided that notice of the proposed change is given by mail to the last
recorded address of each voting member at least ten days before the time
of the meeting which is to consider the proposed amendment.
15. ROBERTS' RULE OF
15.1. Any issue that may arise that is not governed
by these bylaws shall be governed by the applicable rule in Roberts' Rules
of Order .
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