Greenwood Little Theatre Bylaws
Greenwood, Mississippi
Approved by the General Membership, September 19, 2022
Article I.
Name and Organization
Section 1. This organization, The Greenwood Little Theatre, herein referred to as GLT, has been incorporated as a non-profit corporation under the laws of the State of Mississippi and is domiciled in the City of Greenwood, in Leflore County, Mississippi.
Section 2. GLT shall qualify for tax-exempt status under the Internal Revenue Code Section 501c (3) and shall observe all local, state, and federal laws and regulations which apply to non-profit organizations.
Section 3. GLT receives its mail at PO Box 246, Greenwood, MS, 38935. If this address changes, it shall be updated by the organization via its website and/or through other publicly available communications.
Section 4. GLT shall keep records of operational matters, including but not limited to appropriate accounting records, the minutes of all meetings of the members and Board of Governors, and a list of members. GLT shall keep all records required to be maintained under Section 79-11-283 of the Mississippi Code.
Article II.
Objects and Purpose
Section 1. The objects of this corporation shall be those set out in the Articles of Incorporation and Charter of the Corporation.
Section 2. The purpose of GLT shall be to enrich the lives of the residents of the community and surrounding area by providing an institution through which those who have an interest in theatre can, through participation in productions, find an outlet for their creative talents and spirit, or, through attendance at productions, be entertained by live theatre. GLT shall strive to produce at least four plays of various genres each season and shall further strive to encourage youth and children’s productions. Accordingly, it shall be a goal of GLT that plays selected for production shall offer as many opportunities for participation as possible.
Article III.
Membership
Section 1. Membership shall be open to anyone, regardless of race, creed, gender, sexual orientation, age, religion, national origin, disability, marital status, pregnancy, or any other characteristic protected by law, upon the payment of dues for the then-current year.
Section 2. The Board of Governors shall have full power, by 2/3 vote, to expel any member for cause, whereupon any dues paid by such expelled member for the then-current year shall be refunded.
Section 3. The Board of Governors shall recommend prices and levels of supportive membership to the general membership yearly at the Annual General Meeting. Dues of any member shall not be reduced because of the time of year at which the member joins. However, individuals joining GLT at the final play of the season shall join as members for the following year, at the price set for the following year, and be entitled to attend the last play of the season at no additional cost.
Section 4. Each ticket purchased by a member shall provide admittance to one performance of each of the scheduled seasonal plays, not to include special performances or fundraising events.
Article IV.
Meetings
Section 1. There shall be four types of meetings:
a. Regular meetings of the Board of Governors and officers to attend to the business of the theatre.
b. Special meetings of the Board of Governors and officers, or of the general membership, to deal with special issues.
c. The Annual General Meeting of all members.
d. Executive Committee meetings to be held by the Executive Committee to determine such matters as may be delegated to them by these Bylaws or the Board of Governors.
Section 2. The President, and in the President’s absence, the Vice President, may call special meetings of the Board of Governors upon reasonable oral or written notice to the Governors. The Executive Committee shall meet upon the call of the President, and in the President’s absence by the Vice President, and shall take such steps as are necessary to fulfill the aims and purposes and to carry out the authorized activities of the organization.
Section 3. Time, date, frequency, and place of regular Board of Governors meetings shall be determined by the Board of Governors and may be changed, if necessary, at the discretion of the Board of Governors.
Section 4. A quorum for the transaction of business at any meeting of the Board of Governors, Executive Committee, or Annual General Meeting shall consist of a majority of those present.
Section 5. Absence from three consecutive Board of Governors meetings without an excuse which has been determined by the Board to be valid and so recorded by the Board of Governors shall be cause for the Executive Committee to contact the absent Governor or officer. The Executive Committee then shall determine whether the individual desires to continue to serve on the Board of Governors. Should the individual be unable to serve, a resignation will be accepted, and the vacancy created thereby shall be filled by majority vote of the Board of Governors at the next regular meeting thereof. In cases where the individual desires to continue serving, but is temporarily unable to attend regular meetings, the Board of Governors is authorized to determine the appropriate course of action.
Section 6. The membership year of this organization shall be from one Annual General Meeting to the next Annual General Meeting. The fiscal year of this organization shall be from July 1 to June 30.
Section 7. For the purpose of voting at the Annual General Meeting, and in determining eligibility for office, all members in good standing for the preceding membership year or for the upcoming membership year shall be considered members in good standing at the Annual General Meeting. For purposes of determining who shall vote on a multi-ticket membership, such as current Saints or Angels, the purchaser of such membership shall be required to list voting members on their membership application.
Section 8. At all Annual General Meetings or special meetings of the general membership of GLT, each qualified member, including officers, shall be entitled to one vote. The Presiding Officer, however, shall not vote except in the event of a tie. At all Board of Governors meetings of GLT, officers will be entitled to one vote; however, the Presiding Officer shall vote only in the event of a tie.
Section 9. At the Annual General Meeting, election of officers and members of the Board of Governors shall be by ballot and plurality of votes cast shall elect. At the Annual General Meeting and all regular and special meetings of the Board of Governors or general membership, neither absentee ballots nor voting by proxy shall be permitted.
Section 10. The Annual General Meeting shall be held within one month of the final production of the membership season. The date, time, and location of the Annual General Meeting and/or any special general membership meeting shall be determined by the Board of Governors at least one month in advance of the meeting and appropriately publicized no less than two weeks prior to the meeting to all members in good standing. At the Annual General Meeting the general membership shall vote upon issues including: (a) any proposed changes to prices and levels of supportive membership for the subsequent year. These prices and levels of supportive membership shall go into effect at the last performance of the immediately following membership year; (b) officers and members of the Board of Governors for the immediately following membership year; (c) a slate of performances and schedule for the immediately following membership year.
Section 11. The proceedings of this organization shall be governed by and conducted according to Robert’s Rules of Order when such rules are not inconsistent with the Bylaws of this organization.
Article V.
Officers, Governing Board, and Duties
Section 1. The officers of this organization shall be a President, Vice President, Secretary, and Treasurer, who, together with the Board of Governors, shall direct the activities of the organization and the control of its property. Officers shall be elected by the members of the organization for a term of one year at the Annual General Meeting. Additional officers may be added as decided by a majority vote of the Board of Governors and approval of the general membership at the Annual General Meeting.
Section 2. The Board of Governors shall consist of the officers of the organization, and nine total Governors. The nine Governors shall serve three-year terms with three Governors being elected each membership year.
Section 3. The duties of the officers, who shall also constitute the Executive Committee, shall be as follows:
a. The President shall preside at all meetings of GLT and shall have general supervision over the affairs of the organization and over the other officers of the organization; shall sign all written contracts of the organization and shall perform all such other duties as are incident to the office.
b. The Vice President shall perform the duties of the President in the absence of the President and shall be nominated, with consent of the Nominating Committee and Board of Governors, to serve as President in the upcoming year. This individual shall be charged with assisting the officers and committee chairpersons as designated by the President.
c. The Immediate Past President shall be considered an officer with voting rights and be invited to attend all Board of Governors meetings for a term of one year and shall be included as a voting member of the Executive Committee for a term of one year.
d. The Secretary shall issue notices of all meetings, attend and keep the minutes of the same, maintain all official records and correspondence; distribute copies of Bylaws to all officers and members of the Board of Governors at the first regular meeting after the Annual General Meeting; and shall perform all such other duties as are incident to this office.
e. The Treasurer shall maintain the financial records of the organization in accordance with orderly accounting procedures; shall have authority to receive and disburse funds to satisfy authorized expenditures; and shall be responsible to the general membership and Board of Governors for all financial transactions of that Board.
Section 4. The Board of Governors, at their first regular meeting following the Annual General Meeting, shall determine who shall be authorized to sign checks for the current membership year. Two or more signatures, one of which shall be the Treasurer’s, shall be required on all checks.
Section 5. Vacancies occurring between Annual General Meetings in any office, including the Board of Governors, shall be filled by a majority vote of the Board of Governors, except for the office of President, which shall be filled by the Vice President.
Section 6. Voting by electronic mail (email) is permitted under these Bylaws. Such calls of vote are to be reserved for time-sensitive issues or issues of importance. This situation may arise, for example, in the event a quorum is not present at a formal meeting, or in the event that Board action is considered desirable at a time between regularly scheduled meetings. In such cases, all Board members have the right to submit a vote within a specified time period (no less than forty-eight (48) hours and no more than five (5) calendar days). Vote by email shall be conducted in the following manner:
a. The President and Vice President must request a vote via email and must specify the timeframe within which a member must submit his or her vote.
b. A simple majority of all Board members is required for the vote to pass.
c. All directors must have access to email, and it is the responsibility of each director to inform the Secretary of the correct email address for purposes of correspondence and email voting.
Article VI.
Committees
Section 1. There shall be four standing committees: The Executive Committee, the Nominating Committee, the Playreading Committee, and the Membership Committee; and such special committees as shall be determined by the Board of Governors. The President shall appoint the Chairperson of all committees, except the Nominating Committee, and shall serve as ex-officio member of all committees, except the Nominating Committee. Removal of a committee chairperson shall only occur by a majority vote of the Board of Governors.
a. The Executive Committee shall consist of the officers of GLT, including the Immediate Past President, and shall be chaired by the President. All actions or recommendations of the Executive Committee shall be reported to the Board of Governors at the next meeting thereof. The Executive Committee shall perform such duties as are delegated to them by these Bylaws or by the Board of Governors. The Executive Committee shall provide to all committee chairpersons and to the Board of Governors a list of committee duties, which list shall be maintained in the Secretary’s Minute Book. The Executive Committee shall additionally determine the responsibilities of all other special committees.
b. The Nominating Committee shall select candidates for election to the Board of Governors and to the various offices of GLT. The Vice President shall serve as Chairperson of the Nominating Committee. The Chairperson shall then select at least four additional committee members to help select a slate of candidates for submission to the Board of Governors at least three months prior to the Annual General Meeting. With concurrence of the Board of Governors, those candidates for Board membership and office will be presented at the Annual General Meeting; however, nominations from the floor will also be accepted.
c. The Playreading Committee shall be appointed by the second meeting of the year and shall consist of at least four members selected by the Chairperson. Regular reports shall be presented to the Board of Governors throughout the year, with a report at least three months prior to the Annual General Meeting indicating plays to be recommended. Upon concurrence of the Board of Governors, this slate of performances and a proposed schedule will be presented to the general membership at the Annual General Meeting.
d. The Membership Committee shall be charged with promoting membership, collecting dues and fees, accounting for monies collected and turning same in to treasurer, accepting reservations, maintaining a membership list available to the Board of Governors and all Committee Chairpersons, and with all matters dealing with attendance at performances The Membership Committee shall consist of at least four individuals in addition to the Chairperson.
Article VII.
Indemnification
Section 1. Every person who is, shall be, or shall have been a member of the Board of Governors or officer of GLT and their personal representatives shall be indemnified by GLT against all costs and expenses reasonably incurred by or imposed upon them in connection with or resulting from any action, suit or proceeding to which they may be made a party by reason of being or having been a member of the Board of Governors or officer of GLT or of any subsidiary or affiliate thereof, except in relation to such matters as to which they shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of their duty as such member of the Board of Governors or officer. Said costs and expenses shall include but without limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement.
Article VIII.
Conflict of Interest Policy
Section 1. GLT is an exempt organization that must not provide a private benefit to any individual. When a matter involving a potential or actual conflict of interest comes before the Board, any Board member may raise the matter during the discussion. The President will stop the discussion to seek additional information from the Board member with the potential conflict. Any Board member may ask additional questions on the matter. The Board member with the potential conflict should share facts but must not attempt to improperly influence the deliberation or vote. After the questions are answered, the President will excuse the member with the potential conflict as the individual must not be present during the further discussion or vote on the matter. After the vote, the excused Board member will return, and the Board meeting will go forward as usual.
Whenever the Board discusses a matter involving a potential or actual conflict of interest, the meeting minutes must include the name of the interested Board member and the nature of the interest, alternatives to the transaction considered by the Board, and if the transaction was approved, and the basis for the approval (such as cheapest solution to organizational need or highest quality vender).
A conflict of interest is often a “benefit of interest” such as when a Board member, employee, or volunteer offers a good or service below market rate as an act of support for the organization. By following the GLT Conflict of Interest Policy, this benefit can be appropriately and transparently discussed, voted upon, and accepted or rejected.
Section 2. GLT shall not make a financial loan to any Board member, employee, or volunteer.
Article IX.
Code of Ethics
Section 1. Duty of Care, Duty of Loyalty, and Duty of Obedience
GLT Board members and employees shall abide by the nonprofit requirement of “Duty of Care, Duty of Loyalty, and Duty of Obedience.” These key duties are defined by the National Council of Nonprofits as follows:
“Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and goodwill.
“Duty of Loyalty: Ensure that the nonprofit’s activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation, not in the best interest of the individual board member (or any other individual or for-profit entity).
“Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.”[1]
Section 2. Anti-Harassment Policy
GLT is committed to an organizational environment in which all individuals are treated with respect and dignity. Each individual has the right to work in a professional atmosphere that promotes equal opportunities and prohibits discriminatory practices, including harassment. GLT expects that all relationships among persons in the workplace will be free of bias, prejudice, discrimination, and harassment. GLT maintains a strict policy of prohibiting unlawful harassment of any kind, including sexual harassment and harassment based on race, color, religion, national origin, sexual orientation, gender identity, sex, age, physical or mental disability or any other characteristic protected by state, federal, or local employment discrimination laws. This policy applies to all Board members, employees, and volunteers who represent the organization in any capacity. GLT Board members, employees, and volunteers who violate this policy are subject to discipline up to and including the possibility of immediate discharge from Board service, employment, and/or association.[2]
Section 3. Confidentiality Policy
GLT Board members, employees, and volunteers shall not disclose confidential information, such as donor records or personnel files, obtained through their GLT affiliation to any person unless the GLT Board has authorized disclosure. Board members, employees, and volunteers are cautioned to demonstrate professionalism, good judgment, and care to avoid unauthorized or inadvertent disclosures of confidential information. Upon separation from GLT, they must return, destroy, or delete all materials that may contain confidential information. Violators of this policy are subject to discipline up to and including the possibility of immediate discharge from Board service, employment, and/or association.
The GLT Confidentiality Policy shall not prevent disclosure where disclosure is required by law.[3]
Section 4. Whistleblower Protection Policy
GLT Board members, employees, and volunteers shall abide by the GLT Bylaws in their conduct and shall comply with all applicable state, federal, and local laws and government regulations. GLT Board members, employees, and volunteers should report concerns about potential violations to the Executive Committee of the GLT Board, excluding any member of the Executive Committee implicated in the allegation. If more than one member of the Executive Committee is implicated, then the whistleblower should inform the entire GLT Board of the general category of the potential violation, such as ethical misconduct or fraud, that appears to have occurred. Depending upon the nature and seriousness of the violation, the Board may vote by majority of non-conflicted members to designate a Compliance Officer to review the matter, engage outside counsel to guide the review process, or take other steps consistent with nonprofit governance best practices and state, federal, and local laws.
No individual or organization should retaliate against a GLT Board member, employee, or volunteer who in good faith reports a potential violation. Likewise, any GLT Board member, employee, or volunteer who knowingly makes false allegations shall be subject to discipline up to and including the possibility of immediate discharge from Board service, employment, and/or association.
The GLT Whistleblower Policy shall not prevent disclosure where disclosure is required by law.[4]
Section 5. Child Protection Policy
When GLT programming includes minors, the Child Protection Policy must be implemented. The policy requires:
a. A dedicated adult chaperone (i.e., a person who has no other duties in a production other than that of chaperone) is required for every eight minors (a person under the age of 18) present. A minor’s legal guardian may serve as a dedicated chaperone.
b. If an adult is needed to assist a minor with putting on a costume or other activity such as clipping on microphone packs and running earpiece wires in a closed-off or isolated space, another adult is required to be present in that space as an observer and witness with no other duties at that time.
c. To cast minors, GLT must have waivers signed by legal guardians that provide emergency contact information and, when applicable, any health issues/current medications of the minor in question.
This Child Protection Policy may be amended by majority vote of the GLT Board without the necessity of a change to the Bylaws. If this policy is found to be inconsistent with state, federal, or local laws and regulations, then GLT will follow the appropriate legal requirements.
Article X.
Dissolution
Section 1. The dissolution of GLT will follow the formal process(es) allowed by law in the State of Mississippi. In the event that more than one formal process is allowed, then the GLT Board shall decide by a majority vote which process to follow.
Article XI.
Adoption and Amendments
Section 1. These Bylaws may be amended or altered by a two-thirds (2/3) vote of the general membership present at any Annual General Meeting or any special general membership meeting, provided that such amendments shall be plainly stated in the call for the meeting at which they are to be considered. Any proposed amendment or alteration shall be submitted to the general membership in writing at least one month in advance of a meeting at which it is to be considered. Further, initial adoption of these Bylaws shall follow the above-described procedure.
Section 2. These Bylaws and any amendment to these Bylaws shall comply with the respective laws, rules, and regulations of the State of Mississippi. In the event that any element of a Bylaw Article does not comply with the State, then that element shall be null and void, and all other Bylaw elements shall remain in force.
Section 3. Upon the adoption of these Bylaws, the “Constitution of the Greenwood Little Theatre” and all prior Bylaws shall stand repealed.
[1] GLT gratefully acknowledges that its Duty of Care, Duty of Loyalty, and Duty of Obedience policy is a verbatim restatement of the national standards articulated by the National Council of Nonprofits.
[2] GLT gratefully acknowledges that its Anti-Harassment Policy closely follows policy language from the Nonprofits Insurance Alliance Group.
[3] GLT gratefully acknowledges that its Confidentiality Policy closely follows policy language from the National Council of Nonprofits.
[4] GLT gratefully acknowledges that its Whistleblower Policy draws upon policy language from the National Council of Nonprofits.
Cyndi Long, Secretary