Wednesday, January 14, 2015

Bylaws Submitted for Final Vote

Vote scheduled for Quarterly Membership/Board Meeting, Tuesday, January 20th, 6:00pm, Miles City Public Library (1 S 10th St.). Meeting is open to the public.

Bylaws of the Barn Players, Incorporated

Article I: Membership and Meetings of Members

Section 1: The following shall be the bylaws of the above corporation; a non-profit corporation organized under the General Corporation Laws of the State of Montana, and hereinafter called The Barn Players.  Any sections or subsections conflicting with incorporation laws of Montana shall be considered null and void.

Section 2: Members:

Subsection A: General Authorities: Except as may be otherwise provided by law, or by the Certificate of Incorporation or by these By-laws, the number, qualifications, rights, privileges, dues, fees, responsibilities,
terms of membership and provisions governing the withdrawal, suspension, and expulsion of members shall by decided by the Board of Trustees.

Subsection B: Members of the Barn Players shall be classified as follows:

Subparagraph (1): Active members: Those members who actively participate with the previous twelve months, whether in a production or otherwise, shall be consider active members.

Subparagraph (2): Inactive members: Individuals who have been involved with the Barn Players but have not participated actively in the previous twelve months.

Subparagraph (3): Patrons: Individuals or businesses who have donated supplies or funds but do not actively participate.
Section 3: Meetings:

Subsection A: Meetings shall be held quarterly on the third Tuesday of January, April, July and October.  Additional meetings may be called at the discretion of the Board as needed.  Election officers will be held at the January meeting, also called the annual meeting.

Subsection B: Notice of Meetings. Notice of the purpose or purposes and the time and place of regular or special meetings shall be posted in selected news media and on selected electronic forums as deemed
appropriate.  Members may additionally be notified by the secretary by email, voice communication or other means as deemed appropriate.  Five days notice shall be given for meetings.

Subsection C: Presiding officers: At all annual, quarterly or special meetings, the meeting shall be presided over by the President, or in his/her absence, the Vice President or if both are absent, by the Secretary-Treasurer.  If the Secretary-Treasurer presides, that person will appoint another member to take minutes.  If the Secretary-Treasurer is not in attendance, the presiding officer will appoint a member to take notes.  If no elected officers are present, another board member will preside and appoint a member to take minutes. If no officers and/or
board members are present, no meeting will be held.

Section 4: Election of Officers: Officers will be elected at the January meeting to serve staggered, three-year terms.  One year the President and a member-at-large to the board will elected for three year terms.  The
next year, the Vice President and a member-at-large to the board will be elected for a three year terms.  The next year, the Secretary-treasurer will be elected for a three year term.  Officers may succeed themselves.

Section 5: Quorum: At all meetings, scheduled or special, three members of the board and a majority of members in attendance and entitled to vote shall be considered a quorum.  If there is no such quorum, the members present will adjourn the meeting.
Section 6: Voting: At scheduled or special meetings, each qualified member will be entitled to one vote. For elections of officers, secret ballot will be used.  For all other votes, a voice vote is sufficient unless a secret ballot is requested by a qualified member.  A plurality (majority) of votes cast shall elect and/or decide.  Those members qualified to vote but unable to be present may request an absentee ballot which must be sealed when returned and in the hands of the Secretary-Treasurer before the meeting.  Voting by proxy shall not be permitted.

Article II: Board of Trustees and Officers:
Section 1: Membership: The property, affairs and business of the Barn Players shall by managed by the Board of Trustees, consisting of not less than five trustees, each of whom shall a member during his or her
Trusteeship.  The three officers of the Barn Players and two members-at-large shall be elected in January by the membership in attendance at that meeting and those persons will make up the Board of Trustees.

Section 2: Quorum: Three members of the Board shall constitute a quorum. If no quorum is present, the meeting will be adjourned.

Section 3: Vacancies: In case of one or more vacancies shall occur in the Board of Trustees by reason of death, resignation, leaving the community, etc the board will call a special meeting of the general membership to elect
replacement board members.

Section 4: Removal: A special meeting of the members of the Barn Players, duly called as provided in these by-laws, any board member may, by the affirmative votes of two-thirds of the membership present, be removed
from office, with cause.

Section 5: Nominations and Elections: Nominations for officers and members of the Board of Trustees shall be held at the January meeting of each year.  Nominations shall be received from the floor.  Only qualified
voting members shall be able to nominate and each nomination shall be seconded.  Those nominees receiving the highest number of votes shall be declared elected.  In the event of a tie vote, election shall be decided
by the toss of a coin.  Board members shall be elected on the schedule specified in Article 1, Section 4, of these by-laws.

Section 6: Qualifications: In order to qualify for election to the Board of Trustees, a nominee must be a qualified voting member.

Section 7: Term of Office:  The members of the Board of Trustees shall serve for a term of three years, said term to run from the January meeting on the third Tuesday of the month in the year in which they were
elected until the January meeting three years hence.

Section 8: Duties and Responsibilities:

Subsection A: President: As principal executive of the Board of Trustees, coordinates and manages the activities of the Barn Players; presides at all meeting of the Board of Trustees and general or special meetings of the general membership.

Subsection B: Vice President: Assumes in the duties or responsibilities of the Chairman in his or her absence.

Subsection C: Secretary-Treasurer: Responsible for recording all minutes of meeting of the Barn Players and the Board of Trustees and maintaining all official records and correspondence.  Maintains the financial
records of the Barn Players in accordance with generally accepted accounting procedures; has authority to receive and disburse funds in order to satisfy authorized expenditures; and is responsible to the Board of Trustees for all financial transactions of the Board.

Article III: Committees: The Board will appoint committees, determine their duties and responsibilities and dissolve those committees when duties are completed.

Article IV: Indemnification: Every person who is, shall be, or shall have been a trustees of officer of the Barn Players, Inc., and his personal representatives shall be indemnified by the Barn Players, Inc., against all costs and expenses reasonably incurred for imposed upon her or him in connection with or resulting from any action, suit or proceeding to which she or he may be made a party by reason of her or his being or having been a trustee or officer of the Barn Players, Inc., or any subsidiary or affiliate thereof, except in relation to such matters as to which she or he will finally be adjudicated in such actor, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of her or his duty as such trustee 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 V: Informal Action: Any action required or permitted to be taken at any meeting of the Board
of Trustees or any committee therefor may be taken without a meeting if, prior to such action, a quorum of the board gives consent, by written or verbal communication, and agrees to such action.

Article VI: Fiscal Year: The fiscal year of the Barn Players shall be the same as the calendar year.

Article VII: Amendments: These By-Laws may be amended, altered or repealed by a vote of two-thirds
(2/3) of all the qualified voting members present at a meeting at which the vote on the by-laws has been clearing stated in the agenda, provided a quorum is present and all qualified members have been notified as noted
in Section 3, Subsection B, notice of meetings.

I hereby certify that the foregoing is a full, true and correct copy of the By-Laws of the Barn Players, Incorporated, a Montana corporation, as is in effect on the date hereof.