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PROPOSED BY LAWS

(passages in italics are sections of current by laws to be deleted)
THE VILLAGE PLAYERS
51 Glendon St. PO Box 770
 WOLFEBORO, NH 03894
Article 1

NAME OF THE ORGANIZATION & PRINCIPAL OFFICE

     The  name of this organization is The Village Players, Inc. with its principal office at 51 Glendon St., Wolfeboro, NH  03894

Article 2

OBJECTIVES

      The purpose of the Village Players is to provide entertainment at reasonable prices for the surrounding community and to encourage and develop participation by amateurs in all phases of the theatrical arts.

Article 3
 
MEMBERSHIP

A. Eligibility

The Village Players is open to anyone interested in participating in amateur theater.

B. Dues

The amount of dues shall be determined by the Board of Directors.

C. Definition

A member in good standing is an eligible individual who has paid his/her dues.
After March 31 of the fiscal year, individuals who have not paid their dues will no longer be considered members in good standing.

D. Rights of Membership

1. A member in good standing may vote at the annual meeting
2. A member in good standing may serve on the Board of Directors
3. A member in good standing will receive a regularly published newsletter

E.  Fiscal Year

      The fiscal year is defined as January 1 through December 31.

Article 4

ADMINISTRATION

A.  Officers

The officers of this association shall be President, Vice President, Secretary, Treasurer, and Past President.
 
 

B. Board of Directors
The Board of Directors shall consist of the President, Vice President, Secretary,
Treasurer, and the Past President and the number of directors as determined by the board.  At least five members of the Board of Directors must be unrelated.
The Board of Directors shall have control of the management of the affairs and property of the association. Board meetings shall be held upon the call of the chairman or any four board members, as the affairs of the association require.

C. President

The president shall serve as chairman of the board and shall preside at all meetings of the organization. The president may sign with the treasurer any legal contracts or other instruments which the Board of Directors has authorized.  The president shall appoint such committees as are needed in addition to those standing committees cited in Article 3 A.  The president shall perform such other duties as may be performed by the directors from time to time.  The president shall serve as past president on the board of directors the year following his/her presidency.

D. Vice President
  In the event of the absence of the president, the Vice President shall serve in his stead and perform such other duties as may be prescribed by the directors from time to time.
 
E. Secretary

The Secretary shall keep minutes of all meetings of the Board of Directors and of the general membership.  The secretary will be the keeper of corporate records of the organization; and be responsible for correspondence and perform such other duties as may be prescribed by the directors from time to time.

F. Treasurer

The Treasurer shall keep regular books of account which shall be open to any member in good standing; shall report at least annually to the members on the financial condition of the association, and at such other times as directed.  The treasurer shall have custody of all documents of title and valuable papers; shall file reports and returns required by law; and, subject to the supervision and control of the Board of Directors, shall receive and disburse the funds of the association; and perform such other duties as may be prescribed by the directors from time to time.

G. Elections

The President, Vice President, Secretary, Treasurer and Directors shall be elected by the members at the annual meeting of the association.

H.  Terms and Vacancies

The President, Vice President, Secretary, Treasurer and Directors shall serve for one year and until their successors are elected.  The President shall serve for one additional year as a Director.  If for any reason the President can not serve an additional year as director, the membership shall elect a replacement.  If a vacancy should occur for any reason on the Board of Directors, the board shall, by majority vote, elect a replacement.  Any officer or director so elected shall hold office until the next annual meeting of the association.

I. Resignation and Removal

Any officer or agent elected or appointed by the directors may be removed by the directors without cause.
Resignation of officers should be in writing to the Board of Directors.
 

Article 5

COMMITTEES
 

A. Standing Committees

The standing committee of the association shall consist of a Nominating Committee and such other committees as may from time to time be voted by the Board of Directors.  Such committees, each of which shall consist of not less than three members, shall be appointed by the President, with the approval of the Board of Directors.  Members of such committees shall serve until the election of a new board of directors or until the completion of their assigned duties.  By reason of emergency or otherwise, the Board of Directors may temporarily assume the function of any standing Committee except the Nominating committee. (on such occasions, the regularly appointed members of such committees shall cease to act as such until notified by the secretary that the board of directors has ceased to function as such committee.)  The board of directors has the authority to terminate any committee without cause.

Article 6

MEETINGS

A.  Annual Meeting
The annual meeting of the association shall be held at any time during the final three months of the fiscal year, at such a time and place as the President or a committee chosen for that purpose shall decide.  Members will be notified of the annual meeting in advance through a regularly published newsletter.

(B.  Other Meetings
At least one additional meeting per year shall be held at such a time and place as the President or a committee shall decide.)

B.  Parliamentary Procedure
All meetings shall be conducted according to Robertsí Rules of Parliamentary Procedure.

Article 7

 QUORUM AND AMENDMENTS

A. Quorum

A majority of board members shall constitute a quorum for the transaction of business at any meeting.

B.  Amendments of By-Laws

These by-laws may be amended or repealed by a two-thirds vote of the members present at a quorum meeting called for that purpose.

C.  Notification of Amendments

All proposed amendments to the By-Laws shall be presented to the membership in writing in the newsletter preceding the meeting at which the proposed amendments will be voted upon.  At no time shall any amendments be made that would affect the Village Players qualifications as a tax exempt organization pursuant to Section 501 c (3) of the federal tax code

Article 8

POLICY AND PROCEDURE

 A policy and procedure manual shall be kept.  A policy review committee shall be appointed by the board as needed.  The manual may be amended by the board without approval of the general membership.

Article 9

REMUNERATION

The directors and officers shall serve without compensation and shall be financially disinterested.  No employee of the Village Players shall serve as president of the board of directors or hold a position as presiding officer.

Article 10

LIMITATION OF LIABILITY

The directors, either individually or as a board, shall not be liable for bodily injury, personal injury, and property damage if the claim for such damages arises from an act committed in good faith and without willful or wanton negligence in the course of an activity carried on to accomplish the purpose of the organization.

Article 11

 INDEMNIFICATION

The Village Players shall indemnify and hold its directors harmless from all suits, claims, injuries or damages asserted against them, as long as the director or officer to be indemnified has not acted in bad faith or engaged in intentional misconduct or knowing violation of the law, or derived improper personal benefit.

Article 12

 NONDISCRIMINATION

The corporation shall not discriminate against any person in any manner on the basis of sex, sexual orientation, race, age, religion, disability, ethnic origin or on any other basis prohibited by law.

Article 13

DISSOLUTION OF THE VILLAGE PLAYERS

In the event of the dissolution of the Village Players, any funds remaining after all the organizationís debts have been discharged shall be gifted at the boardís discretion to one or more non-profit 501 c (3)-designated organizations.