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QUANNAPOWITT PLAYERS, INC.
CONSTITUTION AND BYLAWS
Adopted June 5, 2015
PREAMBLE:
Having in view an organization to:
Produce plays of quality;
Create a better acquaintanceship, closer sympathy and a higher degree of interest in things of dramatic nature;
Encourage a spirit of cooperation in the development of dramatic and allied arts as a civic, educational and social activity of the community;
And provide a climate for dedication to general participation in the many and varied activities whereby these goals may be accomplished;
We the members, adopt this Constitution and Bylaws for the Quannapowitt Players, Inc. based on the original Charter Members as listed in Appendix A.
ARTICLE I – NAME
This organization shall be known as Quannapowitt Players, Inc.
ARTICLE II – MEMBERSHIP
SECTION 1. FULL MEMBERSHIP
Anyone holding a Full Membership in Quannapowitt Players, Inc., shall be 18 years of age or more, and shall be entitled to participate in the various activities of the organization, to have voice in its business meetings, to vote and to hold office.
There are two classes of Full Membership:
Life Membership: The Board of Directors may, from time to time, confer a Life Membership on a Regular Member who has demonstrated loyal, friendly participation and a constant belief and interest in doing anything and everything because it is needed for the good of Quannapowitt Players, Inc.
*Payment of dues shall be waived for all Life Members.
*Each Life Member shall be entitled, upon request, to one free ticket to each production.
Regular Membership: A Regular Member is a person who has paid dues for two successive seasons with the second season’s dues paid in full by the designated deadline, as set forth in Article III of these Bylaws, or anyone who has been a Regular Member and has resumed paying dues within three years of the date on which that membership lapsed.
SECTION 2. PARTIAL MEMBERSHIP
There shall be two classes of Partial Membership:
Associate Membership: An Associate Member is a person who purchases a Season Subscription. They shall be regarded as an Associate Member for that season, and are entitled to attend all meetings and to have voice, but not to vote or hold office.
Provisional Membership: A Provisional Member is a person whose dues have been paid for the first time, or a person who has a Regular Membership that has been allowed to lapse for four or more seasons, shall be regarded as a Provisional Member. Such a member shall be entitled to participate in or try out for any of the organization’s various activities, but will not be entitled to vote or hold office.
ARTICLE III—DUES
SECTION 1. Regular and Provisional Members shall pay to the Membership Chairperson the dues at the current rate per season.
SECTION 2. The current season’s dues shall become payable at the Annual Meeting, as set forth in Article VI of these Bylaws, and must be paid prior to the next Annual Meeting.
ARTICLE IV—OFFICERS and DIRECTORS
The duties of the Executive Officers are as follows:
SECTION 1. PRESIDENT
1. Shall be bonded in a sum determined by the Board of Directors.
2. Shall preside over meetings of the Board of Directors and the General Membership and shall conduct meetings in accordance with the Constitution and Bylaws of Quannapowitt Players, Inc., and Robert’s Rules of Order.
3. Shall vote in matters before the Board in the event of a tie.
4. May call special meetings of the Board of Directors or the General Membership as needed.
5. Shall appoint, with the approval of the Board of Directors, three persons having Full Membership to a Nominating Committee, and three persons having Full Membership to a Ballot Committee. Appointments to be announced by March 31st.
6. May appoint three persons having Full Membership to an Auditing Committee, and/or ensure a 3rd Party Certified Public Accountant has been hired to review yearly finances, with the approval of the Board of Directors.
7. Shall be a member, ex officio, of all committees except the Nominating Committee.
8. Shall perform such other duties as pertain to the office of President.
9. Shall not hold office for more than two consecutive years.
SECTION 2. VICE PRESIDENT
1. Shall perform the duties of the President in the absence of the President.
2. Shall be a member of the Play Reading Committee and report regularly to the Board of Directors or shall appoint, with the approval of the Board of Directors, another member of the Board to perform these duties.
3. Shall perform such other duties as may be required by the President or the Board of Directors.
SECTION 3. SECRETARY
1. Shall record the attendance at meetings of the Board of Directors and of the General Membership. Shall record minutes of these meetings and shall report those Minutes at the next succeeding respective meeting. Shall make corrections to the Minutes as directed. Minutes must be made available to the Membership.
2. Shall be responsible for internal and external correspondence as necessary and shall maintain copies of correspondence for the permanent files of Quannapowitt Players, Inc.
3. Shall keep a current copy of the Constitution and Bylaws for reference at Regular Meetings and meetings of the Board of Directors.
4. Shall maintain a file of all business records of Quannapowitt Players, Inc., excluding those records maintained by the Treasurer.
5. Shall perform such other duties as may be required by the President or the Board of Directors.
SECTION 4. TREASURER
1. Shall be bonded in a sum determined by the Board of Directors.
2. Shall maintain proper accounting records of income and expenditures.
3. Shall authorize and account for all bank deposits and withdrawals.
4. May sign financial documents after approval by the Board of Directors.
5. Shall record all Membership dues, keeping a record of all dues paid.
6. Shall pay all invoices and charges after approval by the Board of Directors.
7. Shall mail invoices as necessary.
8. Shall provide to the Ticket Chairperson a starting fund for the box office at the start of each season.
9. Shall submit a Treasurer’s Report quarterly to the Board of Directors, as well as specific reports as requested. Quarterly Treasurer Reports will be made available to General Membership.
10. Shall ensure compliance with all reporting requirements of federal and state law (e.g., Secretary of State’s Office, Public Charities Division of Attorney General’s Office, Internal Revenue Service, Massachusetts Department of Revenue, Town of Reading).
11. Shall close the financial records on June 30th of each year.
12. Shall make yearly financial records available to the 3rd Party Certified Public Accountant (and/or Auditing Committee if appointed) to review and file tax forms.
13. Shall make available the financial statement of the previous fiscal year to Members by September 30th, and present at a Regular Meeting.
14. Shall perform such other duties as may be required by the President or the Board of Directors.
SECTION 5. BOARD OF DIRECTORS
The Board of Directors shall consist of the four Executive Officers, the four Directors at Large, and the retiring President. In the event that the President should be reelected or the retiring President cannot or chooses not to serve, a fifth Director at Large shall be elected to serve for a term of one year. The Board of Directors:
1. Shall have and exercise full control and management of Quannapowitt Players, Inc.
2. Shall establish a schedule of meetings and notify the general membership of said schedule.
3. May establish committees and set guidelines for them.
4. Shall make appointments to fill vacancies on standing and special committees.
5. Shall appoint a director for each production.
6. Shall appoint, from the Board or from the general membership, a Business Manager, House Manager, Publicity Chairperson, Membership Chairperson, or any other position deemed necessary.
7. Shall approve all expenditures.
8. Shall immediately appoint a replacement to fill the unexpired term of an Executive Officer or Director at Large deemed by a majority of the Board of Directors to be incapacitated or significantly negligent in the duties of that office as defined by these Bylaws.
9. Shall make appointments to fill vacancies on the Board of Directors for the remainder of the unexpired term.
10. Ensure a minimum of four Quannapowitt Players communications are sent to all Full and Provisional Members per year.
11. Five members of the Board of Directors shall constitute a quorum at a meeting of the Board.
ARTICLE V—COMMITTEES
SECTION 1. THE PLAY READING COMMITTEE
1. Shall select, in accordance with the guidelines set forth by the Board of Directors, the plays to be presented by Quannapowitt Players, Inc., for the following season.
2. Shall consist of five Full Members appointed by the Board of Directors, one of whom shall be the Vice President or the Vice President’s delegate from the Board of Directors.
3. All members of the Committee shall have a vote, No member shall serve on the Play Reading Committee for more than two consecutive years.
4. Shall consult lists of plays read in prior years and review reasons for accepting or rejecting, with current guidelines in mind.
5. Shall report at Regular Meetings on the progress of the Committee.
6. Shall inform the Board of Directors of the plays selected no later than the date specified by the Board.
7. Shall submit a summary report of plays considered and rejected to the Board of Directors. This report shall be given to the Secretary to record and make available to the succeeding Play Reading Committee.
8. Shall, in any season that includes a musical production in the slate of plays, include, as consultants appointed by the Board of Directors, three persons having expertise in musical productions.
SECTION 2. THE NOMINATING COMMITTEE
1. Shall consist of three persons having Full Membership in Quannapowitt Players, Inc.
2. Shall be appointed by the President, approved by the Board of Directors and announced by March 31st.
3. Shall consider and select nominees for the four executive offices.
4. Shall communicate to the membership four weeks prior to the Nominations Meeting, the names of nominees selected with information about each nominee’s qualifications.
SECTION 3. THE AUDITING COMMITTEE
1. If appointed by the President with approval of the Board of Directors, the Audit Committee shall consist of three persons having Full Membership in Quannapowitt Players, Inc.
2. Shall audit the financial records of the organization and provide a report to the Board of Directors.
Reference Article IV Section 1 President and Article IV Section 4 Treasurer
1. President: May appoint three persons having Full Membership to an Auditing Committee, and/or ensure a 3rd Party Certified Public Accountant has been hired to review yearly finances, with the approval of the Board of Directors.
2. Treasurer: Shall close the financial records on June 30th of each year and shall make yearly financial records available to the 3rd Party Certified Public Accountant (and/or Auditing Committee if appointed) to review and file tax forms.
SECTION 4. THE BALLOT COMMITTEE
1. Shall consist of three persons having Full Membership in Quannapowitt Players, Inc.
2. Shall be appointed by the President by no later than March 31st to conduct all phases of the election of Officers and Directors.
3. Shall, in the performance of its duties:
A. Maintain, throughout its tenure of duty, the secrecy of all ballots.
B. Construct an official ballot to include the names of all nominated Executive Officers and Directors at Large, as well as space for possible write-in votes for any of these positions. Said ballot shall have written instructions attached. Absentee ballots shall be of a color different from that to be used at the Annual Meeting.
C. Mail all requested absentee ballots immediately after the Nominations Meeting, or immediately upon request thereafter.
D. Send two envelopes with each absentee ballot: one pre-addressed to a member of the Ballot Committee, and another in which the voter may seal the ballot.
E. Send instructions with the absentee ballots to make clear to each voter the method of casting the ballot and the necessity of using a return address on the outer envelope.
F. Keep a list of those to whom absentee ballots were sent.
G. Check the return addresses on all returned absentee ballots against the list of those to whom absentee ballots were sent and shall destroy any absentee ballot, which does not appear on the list or does not have a return address.
H. Keep all of the returned absentee ballots sealed in the outer envelopes until all ballots have been collected at the Annual Meeting.
I. Read aloud at the Annual Meeting, before the election process begins, the names of all persons to whom absentee ballots were sent and from whom absentee ballots were received.
J. Ask any Full Member who is present at the Annual Meeting and who has sent in an absentee ballot whether that ballot is to be counted or destroyed.
K. Distribute ballots at the Annual Meeting and ensure that only persons having Full Membership cast ballots and that each of those persons cast only one ballot.
L. Tally the ballots.
M. Announce the names of those elected, the positions to which they are elected and, in the case of Directors at Large, the number of years to be served.
N. Place all ballots in an envelope to be sealed and held in the custody of the President until October 1st, at which time the envelope and its contents shall be destroyed.
SECTION 5. SPECIAL COMMITTEES
Each year, the Board of Directors may appoint other special committees as may be necessary and shall discharge them upon completion of their duties.
ARTICLE VI—MEETINGS
Quannapowitt Players, Inc., shall conduct meetings of the Board of Directors and of the General Membership.
SECTION 1. BOARD OF DIRECTORS MEETINGS
The Board of Directors shall meet at least monthly during the year on a schedule to be determined by the Board of Directors. Additional meetings may be called at the request of the President or five members of the Board.
SECTION 2. GENERAL MEMBERSHIP MEETINGS
Regular Meetings: A minimum of six (6) Regular Membership Meetings shall be held during the year, except during July and August. The meeting dates will be determined by the Board of Directors and communicated to the Membership by the first meeting of the season. Meeting dates may be changed by the Board of Directors upon adequate notice to the Membership.
Annual Meeting: The June meeting shall be the Annual Meeting.
Nominations Meeting: A Regular Meeting to be held at least four (4) weeks prior to the Annual Meeting that allows nominations from the floor for Officer and Director at Large Positions.
Special Meeting: A Special Meeting may be called by the President or at the request of the Board of Directors or by the petition signed by ten percent (10%) of those persons having Full Membership. The Board of Directors must give the Membership adequate notice in writing of any Special Meeting.
A quorum shall be defined as a minimum of eleven Full Members, with the number of Full Members being equal to the number of Board of Directors Members present plus one to conduct business.
ARTICLE VII—ELECTIONS
SECTION 1. ELECTION PROCEDURES
1. All elections shall be conducted at the Annual Meeting.
2. All persons having Full Membership shall be entitled to vote.
3. Voting members unable to attend the Annual Meeting may vote by absentee ballot. Such ballots may be obtained by a request to any member of the Ballot Committee prior to the election process.
SECTION 2. EXECUTIVE OFFICERS
Nominations for the four Executive Officers shall be communicated by the Nominating Committee no later than two (2) weeks prior to the Nominations Meeting. Additional nominations shall be accepted from the floor at this meeting. The officers shall be elected to serve for a term of one year. The new officers shall assume their duties at the close of the Annual Meeting.
SECTION 3. DIRECTORS AT LARGE
1. Nominations for Directors at Large shall be made from the floor at the Nominations Meeting. The nominees polling the largest number of votes shall be elected for the available two-year terms.
2. In the event that the President shall be reelected or the retiring president cannot or chooses not to serve, a fifth Director at Large shall be elected to serve for a term of one year. The nominee polling the third largest number of votes shall be elected to this office.
SECTION 4. CLOSING OF NOMINATIONS
All nominations shall be closed at the Nominations Meeting.
ARTICLE VIII—RULES & PROCEDURES
SECTION 1. Robert’s Rules of Order shall be the authority of Quannapowitt Players, Inc.
SECTION 2. The President shall appoint a parliamentarian.
SECTION 3. A motion to suspend the rules may be proposed when it is desired to act on some motion or piece of business ahead of other scheduled business.
ARTICLE IX—AMENDMENTS
The Constitution and Bylaws shall be amended by a two-thirds vote of those persons present who have Full Membership.
Proposed amendments to the Constitution and Bylaws may be submitted by any of the following:
1. The Board of Directors.
2. A duly constituted Bylaws Committee.
3. Ten or more persons having Full Membership or Provisional Membership having signed a petition.
4. For any amendment to be considered, this procedure must be followed, in order:
A. Any proposed amendment must be submitting in writing to the Board of Directors.
B. The Board of Directors shall, within 30 days from receipt of any proposed amendment, communicate electronically or first class mail if requested, written notice containing both the old Bylaw and the proposed change to all persons having Full Membership or Provisional Membership. This notice shall be communicated no later than 10 days prior to the Regular Meeting at which the first discussion of the proposed amendment will take place.
C. The proposed amendment shall be discussed again and then voted upon at the next Regular Meeting held in accordance with Section 2 of Article VI of these Bylaws.
APPENDIX A
Charter Membership: Charter Member status was designated to those persons who were members in good standing when the original Constitution of the Quannapowitt Players was adopted on December 10, 1937.
The illustrious list of known Charter Members who made the Quannapowitt Players:
Helen Dickenson, Kay Dow, Gilbert M. Lothrop, Donna Mich, Paul Mich, Philip Parker, John Sawyer and Loriston Stockwell
BOARD OF DIRECTORS and BY LAW Committee 2014-2015
Donna Corbett, President; Barbara Dempsey West, Vice President; Brian Sensale, Treasurer; Kerry Ann Kilkelly, Secretary; Bruce Pennypacker, Past President; Judy Forgione, Pat Vandenberg, Jason Benagh, Tracy Sullivan and Phyllis Uloth, Directors at Large.