BYLAWS OF
CHICAGO HEIGHTS DRAMA GROUP
AS AMENDED MAY 1, 2021
ARTICLE I
NAME
The name of the corporation shall be CHICAGO HEIGHTS DRAMA GROUP (hereinafter referred to as the "Group"), a not- for- profit corporation in the State of Illinois in accordance with Section 501 (C)(3) of the Internal Revenue Code 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE II
PURPOSE
1. The purpose of the Group is to promote strong civic interest in theater.
2. This purpose will be accomplished by
A. producing each season, within the talent range and financial means of the Group, dramatic and musical plays.
B. providing an opportunity to the Group's members and surrounding communities to develop their talents and abilities in the theater arts through workshops, other training activities, and productions.
C. building and maintaining such buildings and other facilities and resources as may be appropriate to the purpose of the Group.
ARTICLE III
MEMBERSHIP
1. Any person who subscribes to the purpose of the Group is eligible for membership.
2. The membership of the Group shall be comprised of Voting Members and General Members.
A. Voting Members shall be comprised of Regular and Honorary Members.
1) Regular Members
a. shall be 18 years of age or older.
b. shall have participated in any phase of the Group's activities during the previous or current season.
c. shall attend a General Meeting during the previous or current season.
d. shall meet the requirements of dues as hereafter defined.
2) Honorary Members
a. may be designated by
i. the Board of Directors in recognition of past service.
ii. being awarded the 100 Show Award.
a) Criteria for attaining the 100 Show Award shall be set
i) by the Board of Directors or
ii) by the General Membership in meeting.
b) Deletions from the criteria may not be made retroactive.
c) Additions to the criteria may be made retroactive.
b. shall have all the rights and privileges of Regular members.
B. General Members
1) shall be those who have participated in any phase of the Group's activities during the previous or current season.
2) shall have voice but no vote at all meetings.
3. Membership Lists
A. shall be compiled by the Membership Chairperson in accordance with the provision of ARTICLE V, 4.
B. shall be reviewed for accuracy by the Board of Directors prior to and made available at each General Meeting.
4. The Powers and Duties of the Voting Members
A. To elect members to the Board and as Officers, a Chair to the Play Selection Committee and members to the Nominating Committee.
B. To give directions to the Board according to the following guidelines:
1) All motions shall be approved by a simple majority vote except those which affect the bylaws.
2) Motions concerning the bylaws shall be in accordance with Article IX.
ARTICLE IV
BOARD OF DIRECTORS
1. Board members
A. The Board of Directors shall consist of the officers of the Group and nine (9) Board Members.
B. Three (3) Board Members shall be elected by the Voting Members at the annual election meeting and shall serve for a term of three (3) years.
C. Candidates for the Board shall have been voting members for one (1) year prior to the Election meeting.
D. Term of office shall begin on September 1 and end on August 31.
2. Vacancies on the Board
A. Shall be filled by persons
1) who are eligible to serve, according to the rules of Voting Members. (See Art. III, 2)
2) who shall have been Voting Members for at least one year prior to their nomination.
B. Shall be filled by a simple majority vote of the current Board members.
C. Shall be filled until the next regular meeting of the Voting Membership at which an election may be held lawfully.
3. Officers
A. The officers of the Group shall be President, Vice President, Secretary and Treasurer.
B. The officers shall be elected at the Election Meeting in February.
C. Candidates for the Officer Positions shall have been Voting Members for one year prior to the Election meeting.
D. The term of office shall be one (1) year and shall begin on September 1 and shall end on August 31.
E. No officer shall serve more than three (3) consecutive years in the same office.
F. Fiduciary responsibilities of officers.
1) Only officers shall be authorized to sign checks.
2) A minimum of two (2) signatures are required on each check.
G. President
1) Shall preside at General meetings of the Group and of the Board of Directors.
2) Shall be ex-officio a member of all committees except the Nominating Committee.
3) Shall have such usual powers of supervision, delegation, and management as may pertain to the office of the President except such powers as shall be otherwise granted either by the provisions of these, or by the action of the Board of Directors, and perform such other duties as may be designated by the Board.
4) Shall present annually, at the August meeting of the Board of Directors, a review of the previous season to the Board of Directors.
H. Vice President
1) Shall perform the duties of the President in the absence of the President, or in the event of the President’s inability or refusal to act, as determined by the Board.
2) When so acting as President, shall have all the powers of, and be subject to, all the restrictions upon the President.
3) Shall perform such duties as from time to time may be assigned by the President or by the Board of Directors.
I. Secretary
1) Shall record and keep the minutes of all General Meetings and meetings of the Board of Directors in books provided for that purpose.
2) Shall maintain a current copy of the Bylaws.
3) Shall notify Officers and Board Members of all meetings of the Board.
4) Shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
5) Shall perform such duties as the President or Board may designate.
6) Shall be responsible for submitting a list of all policy motions passed by the Board during the current year for inclusion in the President's review of the Board in August.
7) Shall make a report at the February Election Meeting of the attendance at Board meetings by Board Members and Officers.
J. Treasurer
1) Shall collect and deposit all monies received.
2) Shall be the custodian of these monies
a. to deposit them in a bank designated by the Board of Directors.
b. to disburse the monies only upon written evidence of indebtedness.
c. to disburse monies for Board approved production costs at the request of the designated production manager.
3) Shall present written reports of the current financial condition to the Board of Directors at its regular meetings.
4) Shall present a fiscal year report when requested by the Board of Directors.
5) Shall file all financial reports as required by law.
K. Vacancies of a Board Officer
1) Shall be filled according to the rules of Art. IV, 2.
2) Shall be filled by a Board member who has been duly elected to the Board by the Voting Members.
3) Shall require the appointee to vacate her/his seat on the Board which will necessitate an appointment to the Board according to the rules of Vacancies Art. IV, 2.
4) Shall be filled until the next regular meeting of the Voting membership, at which time an election may be held lawfully.
5) At the end of the term the interim officer shall return to her/his seat for the balance of her/his elected term.
4. Powers and Duties
A. The Board of Directors shall have full charge of the property and business of the Group, with full power and authority to manage and conduct the same.
B. The Board shall be subject to the properly approved instructions of the Voting Members.
C. The Board, beginning with the first Board meeting of the fiscal year, shall
1) evaluate the previous season's activities in light of the purpose of the Group as stated in Article II.
2) review the recommendations of the previous year's committee chairpersons.
3) approve a budget for the forthcoming fiscal year prepared by the Executive Committee and recommended by the Finance Committee. (See Article V. 1 & 9)
4) establish an operating policy and a table of organization which shall include the chairpersons of the standing committees for the current season, to be reported to the members at the first General Meeting.
D. The Board shall contract an independent certified auditor to conduct an audit
1) annually in conjunction with the end of the fiscal year.
2) whenever there is a change in the office of Treasurer.
3) it is deemed necessary.
E. The Board shall appoint two of its members to serve on the Nominating Committee. (See Article V. 2)
F. The Board shall appoint the required number of its members to serve on the Play Selection Committee. (See Article V. 7)
G. The Board shall prepare guidelines to be presented to the chair of the Play Selection Committee:
1) which may include, but are not limited to, themes, schedules and financial/budget considerations.
2) explain the process by which the season will be approved by the Board.
H. The Board shall create and designate such special committees as it may deem necessary.
5. Meetings of the Board
A. Board meetings may be held in person at a central location by telephone or by virtual means.
When Board meetings are held at a central location, Board members who are not present in
person shall have the right to participate by telephone. Alternatively, Board members shall have
the right to participate virtually, if that option can be reasonably provided.
B. Voting, when not meeting in a central location, may take place by telephone or email, provided
there is unanimous consent of Board members.
C. Regular meetings
1) shall be held once each month unless by majority decision of the Board.
2) shall confirm the following month’s date.
D. Special meetings
1) may be called by the President.
2) shall be called upon written request of three members of the Board.
6. A quorum shall be constituted by a simple majority of the Board of Directors.
7. Debarment
A. An officer or Board member may be removed from office for
1) malfeasance in office
2) missing three (3) out of five (5) consecutive regular board meetings. (An absence will not be counted against a board member if a regularly scheduled meeting date is changed subsequent to the prior Board meeting.)
B. Removal from office requires a two-thirds (2/3) majority vote of the Board.
ARTICLE V
STANDING COMMITTEES
1. Executive Committee
A. Shall consist of the President, Vice-President, Secretary, and Treasurer.
B. Shall prepare the annual budget, with advice from the Finance Committee, to be presented to the Board.
C. Shall prepare the agendas for
1) board meetings.
2) general and special meetings of the membership.
2. Nominating and Elections
A. Committee Membership
1) The Committee shall consist of five (5) voting members, two (2) of whom shall be members of the Board of Directors.
2) The committee chairperson and two (2) Voting Members not from the Board of Directors shall be elected at the Election Meeting in February.
3) Nominations for these positions shall be made by the current Nominating Committee.
4) The two (2) members from the Board of Directors shall be appointed by the Board at the first Board meeting following the September regular Board meeting.
5) Vacancies occurring on the Nominating Committee shall be filled by Board appointment.
B. Committee Functions
1) Compiling a slate.
a. The committee shall solicit names for a slate which will include Officers, Board Members, the Chair of the Play Selection Committee, and members of the succeeding Nominating Committee.
b. The committee may receive suggestions for the slate from any Member.
2) The proposed slate shall be sent to all Voting Members not less than seven (7) and not more than thirty (30) days before the date of the Election Meeting.
3) Nominations
a. The report of the Nominating Committee shall be read at the February meeting from the floor by the Chairperson of the Committee or any committee member.
b. Immediately following the presentation of this report, nominations may be made from the floor by any Voting Member, provided
i. the prior consent of the nominee shall have been secured, and
ii. the nominee meets all qualifications as set forth in these Bylaws.
4) Elections
a. The election shall be by ballot, provided that when there is but one (1) nominee for each office, the Secretary may be instructed to cast the ballot for every nominee.
b. The Chair of the Committee shall, after appropriate notice at the meeting, declare the polls to be closed, after which no additional ballots shall be distributed for the balloting then being conducted.
c. A majority vote of those qualified to vote and voting shall constitute an election.
d. Absentee or proxy voting shall not be permitted.
3. Building and Grounds
A. Shall include at least one (1) member of the Board of Directors.
B. Shall supervise
1) maintenance.
2) improvement of the group's property.
3) housekeeping.
4. Membership
A. Shall include at least one (1) member of the Board of Directors.
B. Shall maintain and keep current all membership lists.
C. Shall make recommendations to the Board of Directors concerning methods of increasing or otherwise improving membership.
D. Shall maintain a current mailing list which shall include all
1) members;
2) persons who have auditioned in the preceding two (2) years;
3) persons who have requested to be put on the mailing list in the last year;
4) those who are not included in the preceding categories and who have participated in any Group activities during the preceding two (2) years.
5. Publicity and Promotion
A. Shall include at least one (1) member of the Board of Directors.
B. Shall supervise the development and implementation of programs for publicizing and promoting the Group and its activities.
6. Social Activities
A. Shall include at least one (1) member of the Board of Directors.
B. Shall arrange social activities for the benefit of the members which shall include, but shall not be limited to
1) the Kick-off Meeting.
2) all General Meetings.
3) all cast parties.
4) other events as requested by the Board.
7. Play Selection
A. The number of people on the committee shall not exceed nine (9) members.
B. The Chair of the committee and two (2) committee members, who shall be Voting Members, shall be elected at the Election Meeting one year prior to the season being recommended, following the rules for election detailed elsewhere in these by-laws.
1) the term of office for the Chair and two (2) Voting Members shall be one year.
2) the Chair of the Play Reading Committee may not be eligible to direct a show for the
season under consideration while they are the chair.
3) no elected member shall serve more than two consecutive years.
4) three (3) members of the committee shall be members of the Board of Directors
5) three (3) members of the committee, either Voting or General Members, shall be chosen by
the Chair.
C. Duties
1. The committee shall solicit, receive and consider suggestions for plays and directors. No play shall be selected without having been read by no fewer than three (3) members of the committee.
2. The deadline date for suggestions to be submitted by members and potential directors for the following season will be November 1 of the current season.
3. The committee shall select directors only from the Voting membership.
4. The committee shall survey from time to time audience and/or members for play preferences, for the purpose of using said survey for consideration of plays selected.
5. The committee shall propose a slate of plays for the next season and submit it to the currently elected Board no later than the March meeting for approval. The committee may also recommend directors for those plays. In addition, the committee may submit an alternate list, with or without directors, for the Board’s consideration. If the proposed slate is not approved, the Board shall select the season.
8. Archives and Library
A. Shall be maintained by a committee designated by the Board of Directors.
B. Shall include
1) play scripts.
2) play bills of past productions.
3) publicity and reviews of past productions.
4) photographs of plays and Group activities.
5) written history of the Group.
6) copies of the Annual Reports.
7) any other documents and materials pertinent to the Group's activities.
9. Finance Committee
A. Membership shall consist of
1) The Treasurer as Chair.
2) Two (2) to four (4) members appointed by the Board.
B. Duties
1) Review the budget prepared by the Executive Committee and
a. recommend revisions to the Executive Committee or
b. recommend the budget to the Board.
2) Review current and long-range financial planning for facilities and equipment.
3) Explore long-range funding strategies.
4) Propose fund-raising projects.
5) Facilitate the procurement of grants.
6) Review and assess financial procedures and recommend changes if necessary.
7) Perform a financial review when requested by the Board.
8) Make an annual report to the Board within sixty (60) days after the end of the fiscal year.
10. Box Office Committee
A. Shall include at least one (1) member of the Board of Directors
B. Shall supervise
1) Season Tickets.
2) Maintenance of lists.
3) Ordering and Mailing of Season Tickets.
4) Coordination with Publicity and Promotion Committee.
5) On-Line Ticketing
ARTICLE VI
FINANCIAL ADMINISTRATION
1. The fiscal year of the Group shall commence on September 1 and end on August 31.
2. Annual dues shall be met by purchase of a Season ticket in the individual ticket holder’s name, or the payment of an amount equal to 40%of the full Season Ticket purchase price.
3. Contracts and Indebtedness
A. Authority to enter into contracts may be extended to an agent or agents by the Board of Directors only.
B. Contracts shall not be issued in the name of the Group unless authorized by the Board.
ARTICLE VII
MEETINGS OF THE MEMBERSHIP
1. No fewer than three (3) meetings of the membership shall be held per fiscal year.
2. The times and places of meetings shall be determined by the Board of Directors.
3. Meetings held in person in one location
A. Notice shall be given by mail and/or by e-mail stating the place, hour and purpose for which the meeting is called.
B. Notice shall be delivered not less than seven (7) and not more than thirty (30) days before the meeting.
C. A quorum for all meetings shall consist of forty percent (40%) of the Voting Members.
D. All meetings shall be conducted in accordance with Robert's Rules of Order, newly revised, latest edition.
4. Meeting by use of Internet
A. When necessary, as determined by the Board of Directors, meetings may be
conducted through the use of Internet meeting services
1. designated by the President
2. that support anonymous voting
3. and support visible displays
a. identifying those participating,
b. identifying those seeking recognition to speak,
c. showing the text of pending motions, and
d. showing the results of votes.
4. If the Internet service used for the meeting does not provide a method for anonymous voting,
a. voting must take place using a voting service that provides an anonymous vote and
b. makes possible a full report of the outcome of that vote to the membership.
5. An anonymous vote conducted through the designated voting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted by ballot.
6. In the case of the use of voting service, and in order to reflect all deliberations and decisions of the meeting,
a. the ballot will be provided to those present and eligible to vote following the conclusion of the Membership meeting, and
b. must be reported to the Membership as soon as the outcome of the vote is completed.
5. Meetings Required to be Held
A. The Kick-Off Meeting
1. which shall present the new season.
2. which shall introduce the new board.
B. The Annual Meeting
1. which shall take place within 90 days of the start of the fiscal year.
2. which shall include the written Annual Report prepared by the Board.
C. The Election Meeting
1. which shall be held during the month of February, the exact date of which shall be determined by the Board.
2. which shall
i. elect officers, Directors of the Board, the Chair of the Play Selection Committee, and members of the Nominating Committee.
ii. transact such other business as may properly come before the Membership.
6. Other meetings
A. may be called by the Board.
B. shall be called by the Board when requested by twenty-five (25%) of the Voting Members in accordance with the following provisions:
1. The request must be presented in writing at a Board meeting.
2. The request shall be signed by those Voting Members who are requesting the meeting.
3. The meeting shall be called for only one (1) purpose.
4. The meeting shall be held within thirty (30) days of the request
ARTICLE VIII
CORPORATE SEAL
1. The Board of Directors shall provide a corporate seal.
2. This seal shall be inscribed with the name of the Group and the words, “Corporate Seal, Illinois.”
ARTICLE IX
AMENDMENTS
1. Proposed amendments
A. may be made by the Board of Directors with a two-thirds (2/3) majority vote.
B. may be made by a presentation of a petition signed by at least twenty five percent (25%) of the Voting Membership.
C. must be presented to the Voting Membership at least two (2) weeks before the General Meeting, whether regularly scheduled or special, at which they will be presented.
2. Adoption is by a two-thirds (2/3) majority of the Voting Members present and voting at a General Meeting.
ARTICLE X
DISSOLUTION
1. Authorization for the Dissolution of the Group.
A. Legal dissolution of the Group shall begin with the Board of Directors adopting a resolution recommending that the Group be dissolved.
B. The question of such dissolution shall be submitted to a vote at a General Meeting.
2. Written notices
A. shall be sent to each voting member according to Article VII, 4, of the Bylaws.
B. shall state the purpose of the meeting.
3. Adoption of the resolution requires a two-thirds (2/3) vote by ballot of the Voting Members.
4. In the event of the dissolution
A. all monies, property, and physical assets of the group shall be distributed after payment of necessary expenses thereof, to any organization or organizations in accordance with Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).
B. if possible, assets should be distributed to an organization or organizations that adhere to the purposes outlined in Article II of the Bylaws.
C. the decision regarding the distribution of the monies, property and physical assets shall be in
Accordance with a majority of the votes cast at this meeting.
C. the decision regarding the distribution of the monies, property and physical assets shall be in accordance with a majority of the votes cast at this meeting.