Revised: January, 2000
Sandra Daw, Chairperson
Joe Felece, President CHP
Rosie Interrante, Treasurer, CHP
Amended: May 21, 2013; addendum Sep 10, 2013
1. NAME AND OBJECT OF CORPORATION
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 entertainment.
1.2.2. To sponsor and promote a little theater movement for the education and training of its members in all phases of the dramatic arts.
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.
2.2. Active 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 probationary status.
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 members.
2.2.2. Senior active member privileges:
188.8.131.52. Participate in all activities
184.108.40.206. Participate in discussions and vote at meetings of members.
220.127.116.11. Hold elective office subject to qualifications prescribed by these bylaws.
18.104.22.168. Receive newsletters and other correspondence including a copy of these by-laws.
2.2.3. Junior active member privileges:
22.214.171.124. Participate in all activities with adult sponsor and/or parental supervision.
126.96.36.199. Participate in discussions at meetings of members.
188.8.131.52. 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:
184.108.40.206. Participate in all activities.
220.127.116.11. Participate in discussions at meetings of members.
18.104.22.168. Receive newsletter and other correspondence.
22.214.171.124. 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 Patrons.
2.4.1. Privileges. Privileges will be granted to Patrons during the Corporation’s fiscal year in which a donation is received.
126.96.36.199 The receipt of correspondence on upcoming events and fund raising activities.
188.8.131.52. Invitation to Patrons social event, held separately or in conjunction with member activity.
184.108.40.206. Donations which are tax—deductible to the full extent allowed by law.
220.127.116.11. $5 – $14 Booster
18.104.22.168. $15 – $24 Contributor
22.214.171.124. $25 – $49 Friend
126.96.36.199. $50 – $99 Partner
188.8.131.52. $100 – $249 Benefactor
184.108.40.206. $250 – $499 Sponsor
220.127.116.11. $500 – $999 Director
18.104.22.168. $1000 – $2499 Producer
22.214.171.124. $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.
126.96.36.199. 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.
2.5.1. 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 members
2.5.2. Failure to maintain active membership will result in the loss of voting privileges.
2.5.4. The rights and privileges of a life member shall not be assignable.
2.6. Honorary 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 receipt.
2.8. 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
3.1.1. 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 by phone.
4.3. Special 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 one—fourth 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 execution.
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, and Treasurer.
6. BOARD OF DIRECTORS
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 qualified.
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.
6.7. Vacancies. 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 members.
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.
7.1. 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 corporate purposes.
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, Vice—President, 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.
9. DUTIES OF OFFICERS
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 performed.
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 of Directors.
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.
10.3. Other 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.
11. COMPENSATION OF DIRECTORS AND OFFICERS
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 generated.
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 ORDER
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 .