Paradise Alley Players Bylaws

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ARTICLE 1: NAME
The name of the group shall be Paradise Alley Players Community Theatre (hereinafter referred to as PAP).  

 

ARTICLE 2: STATEMENT OF PURPOSE
Notwithstanding any other provision of these articles, PAP is organized exclusively for the following apolitical purposes: literary, theatrical and/or educational purposes.  

 

ARTICLE 3: FAIRNESS
In the event of an issue arising which is not covered by these bylaws or policies and procedures, the issue will be decided by the PAP Board of Directors, hereinafter referred to as The Board, on the basis of fairness, common sense, and the good of PAP.  

 

ARTICLE 4: MEMBERSHIP, VOTING ELIGIBILITY, RUNNING FOR BOARD
Membership is open to all interested persons, without regard to age, gender, ethnicity, or impediment.

Section 1: General Member
Anyone who wishes to be a member, but does not meet the requirements to become a Voting Member, and who has not been declared ineligible for membership by the Executive Board, may be a General Member.
Section 2: Voting Member
Anyone at least 16 (sixteen) years of age who in the prior 12 (twelve) months has participated in a PAP production or served on a committee and has attended at least one meeting in the prior 6 (six) months may be a Voting Member.  A Voting Member who does not continue to meet the above participation and attendance requirements will have their status reduced to General Member, unless excluded from this provision by a majority vote of the Executive Board. 
Section 3: Board Candidacy
Any Voting Member of thirty days or more may nominate, be nominated or be elected to The Board.  The vice-president, or in the absence of the vice-president the secretary (see Article 6, sections 2 and 3), in each instance shall make the determination of eligibility for the designation of Voting Member in accordance with the requirements stated above and with Article 3.
Section 4: UNREASONABLE BENEFITS
Except that reasonable compensation may be paid for services rendered to PAP, no part of the net earnings of PAP shall inure to the benefit of any member of PAP, or any private individual.  No member of PAP or private individual shall be entitled to share in the distribution of any of PAP’s assets, or otherwise generate financial, professional, or political gain at the expense of the City of Marion, the Marion Cultural and Civic Center, or PAP.  

 

ARTICLE 5: DEFINITIONS and DUTIES OF THE BOARD
The Board shall consist of the nine members, including four officers elected by the board: President, Vice-President, Secretary, and Treasurer (collectively referred to as the Executive Board).  The Board shall elect its officers at the May meeting; newly elected officers take office at the June meeting.  The Board is responsible for the conducting of all PAP business and approving all budgets.  A quorum of 5 (five) Board members, including at least one member of the Executive Board, is necessary for voting purposes.  At the discretion of the Executive Board, Board members may be replaced with an appointment of a Voting Member by a vote of the Executive Board (see Article 13)

Section 1: CONFLICT OF INTEREST
All Board Members are required to sign a “Conflict Of Interest” statement at the first meeting of each new annual term, which normally is the first Tuesday in June.  “Conflict Of Interest” statements shall be attached to the approved minutes for that meeting and filed by the Secretary.  {see Conflict of Interest addendum.}
Section 2: PRODUCTIONS
A majority vote of The Board is required to approve all productions.  The process is as follows:
1. The Play Reading Committee Chair submits plays to The Board for consideration
2. The Board selects the play to be produced.
3. The Board selects a Director for the play.
4. The Director assembles the Production Team and submits a list of names and qualifications to The Board for approval (see Article 7).
5. Once the team is approved, The Director submits the production budget to The Board for approval.

In the event that the play selected by The Board cannot be produced, the process for selecting a replacement will follow those steps outlined above beginning with step 2.  The Board may replace it with any play that The Board has previously reviewed.  If for any reason the Director is unable to serve in the designated capacity, The Board will determine the replacement for the Director.  If any other Production Team member is unable to serve in their capacity, the Director will submit the name of the replacement to The Board for approval. (See Article 7, Section 1)  

 

ARTICLE 6: DESCRIPTION OF BOARD MEMBERS
The members of The Board have a special obligation to provide personal support and assistance with PAP activities. 

Section 1: PRESIDENT
The president presides over all scheduled meetings of the membership, as well as those of The Board.  The president may also call and preside over special meetings of the general membership or The Board as circumstances warrant.  The president is an Ex-Officio member of all committees.  The president shall appoint a Board member as the chair of any committee.
Section 2: VICE-PRESIDENT
The vice-president fulfills the functions of the president when the president is unavailable.  The vice-president shall supervise the election process.  Duties include, but are not limited to: taking nominations, validating voting membership, appointing tellers, and furnishing ballots and instructions for submitting these ballots.  The vice-president is first in succession to the presidency. 
Section 3: SECRETARY
The secretary shall be responsible to keep and make available minutes of all general and board meetings and maintain an up-to-date membership list (voting and general).  The secretary is second in succession to the presidency.
Section 4: TREASURER
The treasurer is responsible for managing all financial and fiscal requirements for PAP.  These duties include, but are not limited to: maintaining all banking accounts and bank relationships; reconciling monthly bank account statements; collecting and depositing all moneys generated by PAP; paying all PAP liabilities in a timely manner; maintaining all financial and fiscal records; developing annual and individual performance budgets, and tracking actual income and expenses against said budgets; filing all required documents and annual reports at the end of each fiscal year; and preparing for the Annual Auditing of City Departments.  The treasurer is third in succession to the presidency.
Section 5: OTHER BOARD MEMBERS
All Board members shall be available to chair committees.    

 

ARTICLE 7: PRODUCTION MEMBERS and FUNCTIONS  

Section 1: DIRECTOR
The Director is selected by The Board.  The Director shall be responsible for the artistic interpretation of a production.  At the Board Meeting following their selection, the Director shall submit a list of names and qualifications for members of their proposed production team.  At the Board Meeting following the approval of the production team, the Director shall submit a project budget to The Board for approval. 
Section 2: ASSISTANT DIRECTOR
The Assistant Director assists with Director’s duties, fills in when the Director is unavailable, and coordinates communications between the Director and the support staff.
Section 3: PRODUCTION MANAGER
The Production Manager is responsible for all business and operational aspects of the production.
Section 4: STAGE MANAGER
The Stage Manager is in control of everything that happens backstage.  The Stage Manager "conducts" each performance by calling cues.  The SM follows the show in the prompt-book and cues the light-board operator and the sound-board operator when to begin each scene and when to execute all cues.  The stage manager communicates with the tech crew, the actors and the backstage crew to keep the show running smoothly and correct any problems that might arise during the performance.
Section 5: HOUSE MANAGER
The House Manager will be in charge of selling tickets and receiving funds for each PAP performance.  The House manager will be responsible for all money taken in during performances, will keep records as required by the Treasurer, and submit them to the treasurer.  The house manager is responsible for all activities that take place in the lobby.  

 

ARTICLE 8: COMMITTEES
There shall be permanent committees, as established hereunder.  Special committees may be established and terminated by a majority vote of The Board.  The Board must appoint a chair to each special committee.  Committees shall be open to all members, voting and non-voting.

Section 1: PLAY READING COMMITTEE
Members of the Play Reading Committee review plays or musicals for presention to The Board for consideration on Play Report forms (see Attachment 1) provided by the Play Reading Committee.  The Committee Chairman also provides Petition to Direct forms for prospective directors (see Attachment 2).  Upon approval of a play or musical, the Committee Chairman shall order scripts and arrange for royalties.  If for any reason the play is ineligible for production, the Play Reading Committee chair will immediately contact the President/designee.  After a play is approved, the Committee Chairman shall collect and submit Petitions to Direct to the Board for approval.
Section 2: INFORMATION COMMITTEE
The Information Committee is responsible for the production of the quarterly newsletter, maintains the website, and provides general information about PAP to the public. 
Section 3: ESTABLISHMENT OF PERMANENT COMMITTEES
The voting membership may establish additional permanent committees by passing an amendment to the bylaws, as described in Article 14.
Section 4: ESTABLISHMENT OF SPECIAL COMMITTEES
The Board at its discretion may establish special committees.  If a voting member wishes to initiate the creation of a special committee, he or she must submit a written proposal to The Board for its due consideration.  The Board shall notify members of the establishment of any special committees at the next General Meeting.  

 

ARTICLE 9: MEETINGS
Robert’s Rules of Order shall be used as a guide to conduct all meetings when these bylaws do not address a given situation.

Section 1: GENERAL MEETINGS and SPECIAL MEETINGS
All General and Special Meetings shall be open to the public.  Unless the Membership has been notified 15 (fifteen) days prior to The Board changing the date, place or time of a General Meeting, General Meetings are held on the first Tuesday of each month, in the Marion Cultural and Civic Center Board room beginning at 6:30 PM.  The Board may call a Special Meeting when circumstances warrant.  Any Voting Member may request a special meeting by submitting a letter to The Board.  The Board will have the final decision as to whether a Special Meeting will be called.  The Membership will be notified no less than 15 (fifteen) days prior to a Special Meeting.
Section 2: BOARD MEETINGS
The Board will schedule a minimum of one meeting annually, generally on the first Tuesday in May, for the purpose of electing officers.  The newly elected officers will assume their duties at the next Board Meeting, generally the first meeting in June.  Board Meetings will be open to all members and will be held at least quarterly.  However, only Board Members may participate in discussion unless the presiding officer rules to the contrary. 
Section 3: EXECUTIVE BOARD MEETINGS and SPECIAL BOARD MEETINGS
The president has the right to call Executive Board Meetings, which will only be attended by the officers of The Board.  The Executive Board has the right to call Special Board Meetings, wherein the full Membership of The Board attends.  Executive and Special Board Meetings are closed.  Records shall be kept of all closed meetings, in accordance with the Open Meetings Act.


ARTICLE 10: ELECTION OF BOARD MEMBERS

Section 1: REGULAR ELECTIONS
Nominations for 3 (three) members of The Board will be accepted by the Vice-President during the month of February.  Any person nominated will be given the opportunity to withdraw their name from consideration.  The Vice-President will prepare a ballot containing the slate of nominees and will mail the ballots to Voting Members in March, no less than 15 (fifteen) days prior to the election in April.  Completed ballots may be mailed to the Vice-President or presented at the election meeting.  Any ballot not received before the tally has been started is voided.  The three nominees receiving the most votes are elected.  Newly elected Board members shall assume their duties at the first meeting in May and shall serve for 3 (three) years, or until a successor is elected or appointed.  Election of Officers shall take place in May; they take office in June.  No member shall serve more than 9 (nine) consecutive years on The Board. 
Section 2: RUNOFF ELECTIONS
If three candidates do not receive a majority vote, the Voting Members present at the April election meeting shall hold a Runoff Election.  The Vice-President shall provide blank slips of paper for the purpose of balloting.
Section 3: BOARD VACANCIES
In the event of a vacancy on The Board, the remaining members of The Board will elect a Voting Member to fill the remaining term of the vacated position.  

 

ARTICLE 11: TELLERS
The vice-president shall appoint two tellers at the April election meeting.  The tellers’ names cannot appear on the ballot.  Their duty is to count votes.  

 

ARTICLE 12: PARLIAMENTARIAN
The Board shall appoint a Board Member as parliamentarian who will consult Robert’s Rules of Order to resolve questions of procedure.  The Parliamentarian may engage in discussions, make or second motions, and vote in the same manner as the membership.  

 

ARTICLE 13: DISCIPLINE

Section 1: LOSS OF STATUS OR DECLARATION OF INELIGIBILITY
A Board Member who is absent for more than 3 (three) successive meetings or for more than 6 (six) meetings within a year may, by a majority vote of the Executive Board, be replaced (see Article 10, Section 3).  A member may lose their status as Voting Member or be declared ineligible for membership by the Executive Board for actions deemed harmful to PAP, such as acting in the name of PAP without authority from The Board.  Any member may ask that The Board consider taking action to change the status of another member.  The Board may choose to defer consideration of the request until the next Regular Meeting or a Special Meeting.
Section 2: RESTORATION OF STATUS AND/OR MEMBERSHIP
A former member who has been reduced in status or removed from membership may petition The Board for consideration.  Restoration of status and/or membership requires a majority vote of the Executive Board. 
Section 3: ABUSIVE BEHAVIORS AND THEIR CONSEQUENCES
Drug usage/abuse, physical violence, sexual harassment/abuse, or excessive alcohol usage by any PAP member will not be tolerated.  A member found to be involved in any of the aforementioned behaviors will have their eligibility for membership re-evaluated by The Board.  

 

ARTICLE 14: AMENDMENTS
These bylaws may be amended at any General Meeting of the PAP.  Amendments may be proposed for consideration by any Voting Member.  Once a motion for Amendment Consideration and a second is acquired, and after discussion, a simple majority vote of all Voting Members in attendance is required to pass an Amendment Consideration.When Amendment Considerations are passed, the membership shall be notified of the proposed amendments in writing at least 15 (fifteen) days prior to calling a vote.  After discussion, amendments must be passed by a vote of 80 (eighty) percent of the Voting Members present.  Such amendments shall be considered in effect upon adoption.  

 

ARTICLE 15: DISTRIBUTION OF ASSETS

Section 1: RESTRICTIONS
Except that reasonable compensation may be paid for services rendered to PAP, no part of the net earning of PAP shall inure to the benefit of any member of PAP, or any private individual.  No member of PAP or private individual shall be entitled to share in the distribution of any of PAP’s assets upon dissolution.
Section 2: DISSOLUTION
After payment of necessary expenses, all of the remaining assets and property of PAP shall be transferred to the Marion Cultural and Civic Center.  

 

ARTICLE 16: POLICIES and PROCEDURES
The Board may establish, terminate, or modify policies and procedures by a majority vote.  Any policy or procedure may be terminated by a 67 (sixty-seven) percent vote of Voting Members present at any meeting.Revised policies and procedures will be archived and a copy retained by the President and Secretary.   

 

Approved this date by the PAP Board of Directors     

Joyce Hope                                  April 3, 2007 
President                                                  dated  

Deb Runion                                   April 3, 2007
Vice President                                         dated       

 

Amended this date by the PAP Board of Directors

Joyce Hope                              March 17, 2011 
President                                                  dated  

Gradie Ewell                             March 17, 2011
Vice President                                         dated