Volunteer Appreciation Picnic Annual Meeting | SECT By-Laws
July 12 | Sertoma Park | 6:00 p.m. – Picnic | 7:00 p.m. – Meeting
FREE TO ALL SECT MEMBERS!
Family Picnic Fun to celebrate and thank the BEST VOLUNTEERS in the world!
A picnic meal will be provided including root beer floats for dessert.
Games will be available. Bring the family for tons of fun!
1. Call to Order
2. Approval of Agenda
3. Minutes of the last meeting
4. President’s Report
5. Treasurer’s Report
6. Executive Director’s Report
7. Season 13 Preview
(Anyone who has volunteered one hour for the Sioux Falls Community Theatre during the past two years is eligible to vote.)
1. Presentation of Board Nominations
a. Nominations from the floor
b. Election of Board Members
2. By-law changes (view the proposed changes at siouxfallstheatre.com)
SIOUX EMPIRE COMMUNITY THEATRE, INC. (SECT)
(As amended on July 12, 2015)
Article 1: Name
The name of the organization shall be the Sioux Empire Community Theatre, Inc. (SECT).
Article 2: Purpose
Section 1: Mission Statement
To provide quality, affordable theatre to the Sioux Empire in all aspects of volunteer-driven productions.
Section 2: Vision
To enrich the quality of life throughout the greater Sioux Empire, by:
• Providing entertainment in unique and intimate settings which promotes and increases the public’s knowledge and appreciation of theatre and the theatre arts.
• Fostering an enthusiastic, respected and hard-working corps of volunteers and staff.
• Providing hands-on learning experiences in all aspects of theater performance and production.
• Providing opportunities for those who create theatrical experiences to express their art, entertain an audience, and receive the appreciation their efforts deserve.
• Presenting innovative and entertaining theatre experiences which are recognized artistically and popularly.
• Engaging and welcoming audiences from all the diverse segments of our community with multi-faceted programming.
• Inspiring and helping area youth make theatre an active part of their lives.
• Bringing an enjoyable experience to the greater Sioux Falls community.
• Encouraging collaborations with various organizations that are innovative, effective and mutually beneficial.
• Striving to be an organization that is fiscally sound, with endowed reserves to support its programming.
Article 3: Organization
Section 1: The organization is, and shall remain, a South Dakota non-profit corporation.
Section 2: The fiscal year for the organization shall be July 1 to June 30.
Section 3: SECT shall seek, and then at all times maintain, non-profit charitable, 501(c)(3) status as approved by the United States Internal Revenue Service.
Article 4: Membership
Section 1: Membership in the organization shall be open to all persons who are interested in the purposes of the organization, who are willing to subscribe to these Bylaws, and who are otherwise qualified under the provisions set forth in these Bylaws. Possession of theatrical talent shall not be a qualification for membership.
Section 2: Each adult member (18 years of age or older) shall be entitled to one vote on any and all matters requiring a vote of the membership.
Section 3: Qualification/Process for Membership
A. Membership in the organization is granted to any person who supports the activities of SECT by volunteering at least one hour of effort through participation in productions (onstage, backstage, front-of-house), active membership on a committee(s) of the organization, participation in the governance or administrative structures, or management/staffing activities beneficial to SECT.
B. Prior to the Annual Membership Meeting, the Board Secretary will identify all who have met the threshold for membership, and are thus qualified to vote at the Annual Membership Meeting.
Section 4: Membership Term
The Term of Membership is for two fiscal years with the ability to extend based on continued volunteerism.
Section 5: Honorary Life Member
The Board may honor an individual who has provided a unique or outstanding contribution to SECT by identifying him/her as an Honorary Life Member.
Section 6: Annual Membership Meeting
The Annual Membership Meeting will be held the second Sunday of July at a site and time to be identified by the Board, and shared with eligible SECT members at least two weeks prior to the meeting.
Article 5: Board of Directors
Section 1: All property, business, financial resources, and general affairs of the organization will be under the control and management of a Board of Directors.
Section 2: Number of Directors
The number of Directors shall be 15; this number may be increased to as many as 21 or decreased to as few as 11 at the discretion of the Board.
Section 3: Election of Directors
At each Annual Membership Meeting, the Board will present a slate of candidates for those Director positions that are open for the coming year.
Section 4: Terms for Board Membership
Board Directors serve for three years, beginning at the start of the fiscal year. An individual may serve a second, consecutive three-year term if re-elected before becoming ineligible for two years. After two years, the individual may again be elected to the Board with the possibility of two consecutive terms.
Section 5: Attendance Requirements
Any Director who misses either three consecutive or five non-consecutive regular meetings of the Board within a fiscal year shall forfeit his/her membership on the Board. This action is automatically taken and does not require a vote of the Board. Such removal can only be repealed by a two-thirds (2/3) vote of the remaining Directors attending and only at the next regular meeting of the Board.
Section 6: Resignation
Any Board Director may resign his/her position with a 30-day written notice, distributed to all Board Directors. Any Board Officer may resign his/her position with a 60-day written notice, distributed to all Board Directors. No Board Officer may resign if the organization would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.
Section 7: Removal for Cause
A Director may be removed from office for reasonable cause upon a two-thirds (2/3) vote of those Directors attending and voting at any regular or special meeting of the Board. Reasonable cause shall include but not be limited to the following: failure to perform specified duties, financial irresponsibility or impropriety, or inappropriate representation of the organization.
Section 8: Board Vacancies
In the case of a vacancy on the Board, the Board is empowered to appoint a new Director to complete the remainder of the term. Such appointment requires a majority vote of the Board present at any regular Board meeting.
Section 9: Directors’ Inspection Rights
Every Director shall have the right at any reasonable time to request to inspect all organizational books, records and documents, as well as any physical properties of the organization.
Section 10: Participation by SECT Members
SECT Members may attend any Board meeting. At the discretion of the President or presiding officer, an attending SECT Member may be granted limited privileges to address the Board on any or all issues.
Section 11: Indemnification
A. Every person who is, shall be, or shall have been a voting member of the organization and his or her representatives shall be indemnified by the organization against all costs and expenses reasonably incurred by or imposed upon him or her in connection with, or resulting from, any action to which he or she may be made a party by reason of his or her being or have been a voting member of the organization.
B. This indemnity shall not apply when he or she has been proven to have acted in bad faith and to have been liable due to willful misconduct in the performance of his or her duty as a voting member of the organization. Such costs and expenses shall include, but are not limited to, attorney’s fees, damages, and amounts paid in settlement.
Article 6: Board Officers – Powers and Responsibilities
Section 1: The officers of the Board shall include a President, Vice-President, Treasurer, and Secretary. These officers shall be elected by the Board itself each year at its Organizational Meeting, immediately following the Annual Membership Meeting. If it is not possible to meet immediately following the Annual Membership Meeting, the Organizational Meeting will take place within one week of the Annual Membership Meeting.
Section 2: Authority and Duties of the President
It shall be the duty of the President to preside at all SECT Board meetings, have general supervision of the organization and its committees/officers/staff, sign contracts or other legally binding documents for the organization, officially represent the organization to internal constituencies and external parties/organizations, and perform all such other duties incident to the office. The President shall be a non-voting Director, unless such time arises where a tie must be broken.
Section 3: Authority and Duties of the Vice-President
The Vice-President shall:
a) Preside in the absence of the President at all Board meetings.
b) Assume the office of President should it be vacated before the end of a term.
c) Perform special duties as identified by the President.
Section 4: Authority and Duties of the Secretary
The Secretary shall:
a) Issue notices of SECT meetings.
b) Keep minutes of all SECT meetings and provide these in a timely manner for approval by the Board.
c) Keep minutes at the Annual Membership Meeting.
d) Record all votes at all SECT meetings (including Annual Membership Meeting).
e) When required, shall attest by his/her signature written contracts or legally binding documents.
f) Track terms of Directors.
g) Communicate to Board Directors regarding matters relating to membership.
h) Perform all such other duties as are incident to his/her office.
Section 5: Authority and Duties of the Treasurer
The Treasurer shall:
a) Provide, as required by the Board, financial operations statements including statements reflecting the financial position of SECT and reports identifying the results of individual organizational projects (i.e. the budget of a production).
b) Serve on the Budget/Finance Committee.
c) Perform all such other duties as are incident to his/her office.
Section 6: Executive Committee
The officers of the Board shall together constitute an Executive Committee, holding the power to make decisions in the name of the Board between its regular meetings. To act requires unanimous approval by all officers and any such actions must be reported to the next regular meeting of the Board. The intent for the Executive Committee is to increase the efficiency of the organization, not to remove significant decisions from the Board as a whole. In any decision which may result in either the commitment of over $5,000 in SECT funds or the disposal of significant SECT property (value over $1,000), a member of the Executive Committee must immediately (within 24 hours) notify all Directors of the decision; notification should include a brief rationale for the decision.
Article 7: Producing Artistic Director and Staff
Section 1: Producing Artistic Director
The Producing Artistic Director is hired by and reports to the Board, with supervision by the Board President. The Producing Artistic Director has day-to-day responsibility for the organization, including carrying out the organization’s goals and Board policy. The Producing Artistic Director will attend all Board meetings, report on the progress of the organization, answer questions of Board members, and carry out the duties described in the job description. The Board may designate other duties as necessary.
Section 2: Staff
The Producing Artistic Director is responsible for hiring and supervising other staff, when position descriptions and salaries have been approved by the Board.
Article 8: Meetings of the Board
Section 1: Recurrence
Regular meetings of the Board shall be held at the same location, on the same day and in the same week each month. This regular meeting date is to be set by the Board and shared with the Membership.
Section 2: Quorum Requirement
The number of Directors necessary to constitute a quorum, and thus to conduct business, shall be one more than half of the Directors serving. Directors are expected to be present at the location of the meeting; however, attendance by audio and/or video conference is allowed in extenuating circumstances. No individual can serve as the proxy for a Board Director.
Section 3: Rules of Order
Meetings will be conducted consistent with Robert’s Rules of Order and an informal Parliamentarian will be appointed to interpret and represent these rules for the Board.
Section 4: Regular Meeting Agenda
Matters coming before the Board will be varied and reflective of the sweep of SECT’s operations and activities; however, the agenda for each meeting shall include, at a minimum: Call to Order, Approval of Minutes, President’s Report, Treasurer’s Report, Committee Reports, Old Business, New Business, and Adjournment.
Section 5: Voting Majority
Unless otherwise specified in these Bylaws, a majority vote of those Directors present and voting will decide all issues. A Director may choose to abstain from voting, but such abstention will not have impact on quorum count. A majority vote will then be one vote more than half of the Directors who vote “Yes” or “No” on that given item.
Section 6: Special Meetings
Special meetings of the Board may be called at the discretion of the President of the Board.
Article 9: Board Committees
Section 1: A vibrant, efficient and responsible committee structure is critical to the success of SECT.
Section 2: Establishing Committees, Committee Membership and Powers
The Board reserves unto itself the right to create (and dissolve) any and all committees that it feels are necessary and supportive of SECT, and to grant to these committees any powers the Board feels appropriate. Membership on these committees is not limited to Directors. The Board will identify a Director to serve on each committee (although the Director need not be the Committee Chair). The Board will ensure committees are staffed accordingly, and periodically review and modify memberships as necessary. Volunteers may remain on committees for as long they are willing to serve (in a non-Committee Chair role).
Section 3: Standing Committees
The organization recognizes the need for a series of standing committees to include (but not be limited to) the following: marketing, fundraising, play selection, education, volunteers, Director nominations, etc. Committees may change based on need, or at the discretion of the Board. Standing Committee Responsibilities will be identified and documented in a separate document.
Section 4: Reporting to the Board
It will be the responsibility of the Director appointed to each committee to keep the Board generally informed of the committee’s work. During the course of the year, Committee Chairs may be asked to come before the Board when an item of significance to their area is under consideration. Committee Chairs are welcome to attend any regular Board meeting and share information during the “Committee Reports” portion of the agenda.
Section 5: Committee Chair Terms
Committee Chairs may serve for three years, beginning at the start of the fiscal year. An individual may serve a second, consecutive three-year term before becoming ineligible for two years. After two years, the individual may again serve as Committee Chair with the possibility of two consecutive terms.
Section 6: Volunteer Coordinator
Because of the critical importance of volunteers to SECT, the person serving as Volunteer Coordinator will be invited to all meetings of the Board and will be recognized for any discussions. This person will not be a voting member and will not be included in any quorum counts.
Section 7: Duration of Service
It is not intended to completely dissolve and re-institute these committees each year. Nevertheless, the Board will review each year the membership of these committees and may choose to add or remove Directors at its discretion.
Article 10: Fiscal Policies
Section 1: Contracts and Disbursements
The Board of Directors authorizes the Producing Artistic Director, or any Board Officer, in the name of and on behalf of the organization, to enter into any contract or execute and deliver any instrument, or countersign checks, drafts or other payment of money or notes or other evidence of indebtedness, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no Director shall have the authority to bind the organization by any contract or engagement or to pledge its credit or to render it financially liable for any purpose or to any amount. Said authorization must be in writing.
Section 2: Loans
No loans shall be contracted on behalf of the organization and no negotiable paper in connection therewith shall be issued in its name unless authorized by vote of the Board of Directors. When authorized by the Board of Directors, any Officer of the organization may effect loans and advances at any time for the organization from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loan and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the organization. Such authorization must be in writing.
Section 3: Deposits
All funds of the organization shall be deposited to the credit of the organization in such banks, trust companies or other depositories as the Board of Directors may select; and for the purposes of such deposit, the Board President, or any other Board Officer or staff to whom such power may be delegated by the Board of Directors may endorse, assign and deliver checks, drafts and other orders for payment of money, which are payable to the order of the organization.
Article 11: Use of SECT Property
Property or materials belonging to SECT may be borrowed or rented only by permission of the Producing Artistic Director, providing notification to the Executive Committee.
Article 12: Dissolution
Section 1: Resolution to Dissolve – Submission and Approval
The Board of Directors shall adopt a resolution recommending that the organization be dissolved, and directing that the question of such dissolution be submitted to a vote of the SECT membership. This submission is to be conveyed to the membership by whatever mechanism or combination of mechanisms (mail, e-mail, special membership meeting) is required to assure the greatest membership awareness and participation in the vote. The resolution shall be adopted upon receiving two-thirds (2/3) entitled to be cast by the current members.
Section 2: Dissolution
Upon adoption of the resolution to dissolve, the organization shall cease to conduct its affairs except as may be necessary to notify creditors, collect assets and apply and distribute them. The Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of any assets of the Sioux Empire Community Theatre for the benefit of organizations qualifying under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Article 13: Amendments to Bylaws
Amendments to these Bylaws may be proposed by the Board of Directors or by any voting SECT member who is in good standing. Proposed amendments shall be acted on at the Annual Membership Meeting and information on these proposed amendments shall be contained in the materials forwarded to the general membership at least 15 calendar days prior to the Annual Membership Meeting. Amendment(s) must be passed by a two-thirds (2/3) vote of the voting members present. Such amendment(s) shall be considered operative upon adoption.
Article 14: Policies and Procedures
Section 1: Creation/Modification/Termination
The Board of Directors may periodically establish, terminate, or modify the Policies and Procedures that serve as detailed guidelines for SECT. Any proposed creation, termination, or modification of any policy or procedure must be approved by a majority vote of those in attendance and voting at a regular or special Board meeting, with that vote reflected in the Minutes.
Article 15: Freedom from Harassment
Harassment or abuse, including sexual harassment (verbal, nonverbal or physical), is a form of discrimination and will not be tolerated by SECT. Anyone who feels he/she is a victim of harassment should report such incidents directly to the Board President and/or Producing Artistic Director, who will work with appropriate individuals to clarify the circumstances of the complaint and resolve the situation.
Article 16: EEOC
Sioux Empire Community Theatre, Inc. is an Equal Opportunity Employer. SECT does not and will not discriminate in employment and personnel practices on the basis of race, age, sex, sexual orientation, religion, handicap, national origin, or any other basis prohibited by applicable law. Hiring and employment practices are performed without regard to the above listed items