CONSTITUTION AND BYLAWS
ARTICLE I: NAME
The name of this corporation is:
THE WICHITA COMMUNITY THEATER, INC.
ARTICLE II: PURPOSE
The Wichita Community Theater, Inc. is organized as a federal income tax exempt Section 501(c)(3) non-profit corporation subject to the laws of the State of Kansas pertaining to such corporations. The mission of The Wichita Community Theater, Inc. is to be an all-volunteer organization that promotes quality, affordable live theatre and informal learning opportunities.
The values of The Wichita Community Theater, Inc. are:
Professional Ethics – We behave in a professional, ethical manner.
Respect – We respect diverse ideas and people.
Audience – We are mindful of our audience when making decisions.
Volunteers – We depend on volunteers for everything we do.
Creativity – We foster artistic expression.
Safety – We require emotional and physical safety for our audience and volunteers.
Fun – We promote play.
ARTICLE III: MEMBERSHIP
Section 1. Voting Members. Voting members of The Wichita Community Theater, Inc. shall be those persons duly elected to its Board of Directors.
Section 2. Non-Voting Members. Non-voting members shall be volunteers who have been active during the last full season.
Section 3. Additional classes of voting and non-voting members may be created by resolution of the Board of Directors with the subsequent approval of the voting membership.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Regular Meeting. The regular meetings of the members of this corporation shall be held at the theater building or other designated place of business of the corporation during each calendar month as specified by resolution of the Board of Directors. Regular meetings shall be closed to the members of the Board of Directors and their invited guests. At this meeting of the corporation, a monthly financial report will be provided by the Treasurer. Reports will be presented by other officers or Directors as required by the agenda prepared by the President. The time and date of the monthly meeting shall be ratified by the Board of Directors by a two-thirds (2/3) vote. A majority vote of those voting members present, constituting a quorum, shall govern.
Section 2. Annual Meeting. The annual meeting of the members of this corporation shall be held during the Regular Meeting in December of each calendar year. During this meeting, new officers and members of the Board of Directors shall be voted on.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President, and shall be called by the President or any officer of the corporation upon written demand of fifty percent (50%) of the Board of Directors.
Section 4. Notice of Meetings of Members. Notice of the time, place and purpose of all monthly or special meetings of the members of this corporation shall be given by electronic mail to each voting member of the corporation at least ten (10) days prior to such meeting sent to each member at the address reflected by the records of the Secretary of this corporation.
Section 5. Quorum. A quorum of the members of this corporation shall consist of a number equal to one-half (1/2) of the number of Directors elected and qualified at the last annual meeting. Unless otherwise herein provided, the action of the majority of a quorum, or more, of the members at a properly called meeting shall be binding on this corporation. Less than a quorum may, however, adjourn to a later specified date.
Section 6. Order of Business. The order of business at all meetings of the membership of The Wichita Community Theater, Inc. and of its Board of Directors shall conform to that prescribed in Robert’s Rules of Order (Part I, Article XI, Section 65).
Section 7. Voting. All votes taken during Regular, Annual, or Special Meetings shall be by voice vote, unless a member of the Board of Directors requests a roll call vote. Voting on emergent issues, as determined by The President, may be by electronic mail. The results of such votes shall be confirmed by the Board of Directors at the next scheduled meeting.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Responsibilities. The management and direction of all affairs of this corporation, with the exception of productions, shall be vested in the Board of Directors. It shall be the duty and power of the Board of Directors to elect its own officers; to fill any vacancies in their own body until successors to such vacancies shall have been duly elected at the next annual meeting of the membership; to pass upon all bills and expenditures not otherwise previously approved in the annual budget; to engage such other personnel as may be needed; to approve all policies of the corporation; to amend the Bylaws and act according to said amendments until the next annual meeting of the membership, at which time said amendments must be confirmed by the membership. They shall meet at regular intervals to counsel and advise on such questions as may be deemed advisable or necessary in furtherance of the objects and best interests of the corporation.
Section 2. Membership. The Board of Directors shall number, in multiples of three (3), not less than nine (9) nor more than eighteen (18) members duly elected and qualified. The board may appoint any other persons as ex-officio members of the board.
Section 3. Quorum. Seven (7) of the number of Directors elected and qualified at the last Annual Meeting shall constitute a quorum at any Regular or Special Meeting of the Board.
Section 4. Term of Office. Directors on the Executive Board shall serve a term of two years, starting at the Annual Meeting of their election.
Section 5. Removal for Cause. Any Director may be removed from office for reasonable cause upon a two-thirds (2/3) vote of the total number of voting members in the corporation at a special meeting called only for that purpose.
Section 6. Resignation. Any Director on the Executive Board may resign their Executive Board position with a 60-day written notice, distributed to all voting members of the corporation. Any Director may resign their position on the Board of Directors with a 30-day written notice, distributed to all voting members of the corporation.
Section 7. Vacancies. In case one or more vacancies shall occur on the Board of Directors by reason of death, resignation, or otherwise, the remaining Directors, although less than a quorum, may, by a majority vote, elect a successor or successors for the remainder of the term, or terms, if applicable.
ARTICLE VI: OFFICERS
Section 1. Officers of the corporation shall be President, Vice President, Secretary, Treasurer, Technical Director, and such other officers as shall be deemed necessary. All officers shall be members of the Board of Directors.
Section 2. The President. It shall be the duty of the President to preside at all meetings of the Board of Directors. The President shall call such meetings as may be provided by these Bylaws. The president shall be a non-voting Director, unless such time arises where a tie must be broken.
Section 3. The Vice President. The Vice President shall perform the duties of the President in the event of the absence or inability of the latter to act, perform any special duties assigned by the President or by the Board of Directors, and shall chair the Director Selection Committee. In the event the Vice President should apply for a directorial position during a regular season, the Executive Board shall, if possible, appoint a Executive Board member to oversee the Director Application/Selection process instead. The Vice President, or the Executive Board’s designee, shall be the Production Manager for each production. Duties include acting as an ombudsman, or intermediary, among the directors, the production, and the Board. If the Vice President is involved in any production as a director, assistant director, director apprentice, actor or stage manager during their term, an alternate Production Manager from the Executive Board shall be determined by the Executive Board. Exceptions to this may be made by a majority vote of the Board of Directors.
Section 4. The Secretary. The Secretary shall cause the notification of the Directors of all annual, regular and special meetings of the Board of Directors, as provided by the Bylaws, unless appropriate notification is waived by the Directors. The Secretary shall keep an accurate record of the membership of the Board of Directors, and shall cause to be kept an accurate record, in writing, of all meetings and perform such other duties as may be assigned, or that are incidental to the office, and shall make such reports as, in the discretion of the Board of Directors, it is deemed necessary. The Secretary shall respond to and relay all official communications mechanisms, including, but not limited to: phone messages, postal mail, and website contact forms.
Section 5. The Treasurer. The Treasurer shall administer the receipt and disbursement of funds of the corporation as designated by the Board of Directors. Funds of the corporation may be disbursed or paid out on the corporation’s behalf over the signature of such person or persons and in such manner as the Board of Directors may, from time to time, determine. The Treasurer may be bonded at the discretion of the Board of Directors. It shall be the duty of the Treasurer to keep an accurate, written record of all funds of the corporation, and to submit a statement at each regular meeting of the Board of Directors showing all receipts and disbursements. These reports are to be preserved for reference. The Treasurer shall, as the Board of Directors may decide, submit all books and records of funds of the corporation for an audit to such person or persons as shall be directed by the Board of Directors. The Treasurer shall cause the corporation to file timely reports as required by law and regulation.
ARTICLE VII: STAFF
The Board may engage such employees as needed, and may authorize other such employees to engage other employees as needed.
ARTICLE VIII: SPECIAL DIRECTORS
The President shall appoint, and the Board of Directors shall vote to confirm any additional Board position or positions created by a majority vote of the Board of Directors during a regular meeting. The President shall appoint a Director to fill any emergent vacancies of such positions. The Board shall vote to confirm such appointments at the next regular meeting. The duly-elected Special Directors may use such titles as ratified by the Board of Directors in official communications related to the corporation.
ARTICLE IX: COMMITTEES
Section 1. The membership of any committee, except the Executive Board and Play Selection and Director Selection shall be composed of a Chairperson, appointed by the President of the Board, and confirmed by a majority vote of the Board of Directors, who may or may not be a member of the Board and who shall appoint members who may or may not be members of the Board. The Chairpersons of all standing committees, if not members of the Board, shall be ex-officio members of the Board with voting privileges during the period of their chairpersonship. All standing committees of the Board shall be responsible to the Board.
Section 2. Executive Board. The Executive Board shall consist of the President, Vice President, Secretary, Treasurer of the corporation, the Technical Director, and the Play Selection Committee Chair. At his/her discretion, the President may appoint any member of the Board as an additional member of the Executive Board. The Executive Board shall be vested with all powers of the Board of Directors when the Board is not in session; provided, however, that the Board of Directors may by resolution at any time, limit or condition in any manner the powers and authority hereby granted to said Executive Board and the Executive Board shall have no authority to employ nor discharge personnel; exercise the Board’s power where the Board has previously delegated duties and authority to other persons or committees; mortgage, purchase, sell or lease property except to the extent necessary to preserve assets or prevent waste to corporate property; or amend, alter, or repeal any provision of these Bylaws. At all meetings of the Executive Board, three (3) members shall constitute a quorum. A majority vote of the members present constituting a quorum at any meeting shall govern.
Section 4. Play Selection Committee.
- The Play Selection Committee shall consist of no less than five, and no more than ten members selected from Board Members and non-voting Members: The chairperson, and any other voting or non-voting members of the corporation, as approved by majority vote of the Board of Directors, all members having equal voting privileges. The Vice President, Treasurer and the Technical Director shall serve as ex-officio, non-voting members of the Committee.
- The Chairperson of the Play Selection Committee is an Executive Board member selected annually in December by a majority vote of the Board of Directors.
- Said Committee shall be responsible for preparing a slate of all production selection(s) of the theater.
- The dates of each production shall be determined by the Play Selection Committee, and ratified by the Board of Directors.
- The Play Selection Committee, working with the Treasurer, shall prepare a budget of anticipated expenses for each production which are within the limits provided in the annual budget, unless otherwise approved by the Board of Directors.
- The procedures of production selection shall be documented by the chairperson, or his or her delegate, and made publically available through modern communications channels. The procedures shall be proposed by the chairperson annually, and ratified by a majority vote of the Board of Directors.
Section 5. Director Selection Committee.
- The Director Selection Committee shall consist of no less than five, and no more than ten members, selected from a subset of the Play Selection Committee, Board Members and non-voting Members: The Vice President, who shall be chairperson, and any other voting or non-voting members of the corporation, as approved by majority vote of the Board of Directors, all members having equal voting privileges. The Treasurer and the Technical Director shall serve as ex-officio, non-voting members of the Committee.
- In order to avoid conflict of interest, any members who are applying to direct for the upcoming season shall not be permitted to serve on the Director Selection Committee.
- Said Committee shall solicit applications, and interview an artistic director for each such selection. The artistic directors shall, in turn, have the responsibility for the supervision of all production activities of such selection including, but not limited to, the standard of production, the cast of said production, and the manner of production. The artistic directors for each production shall be ratified by majority vote by the Board of Directors.
- The procedures of artistic director selection shall be documented by the chairperson, or his or her delegate, and made publically available through modern communications channels. The procedures shall be proposed by the chairperson annually, and ratified by a majority vote of the Board of Directors
Section 6. Special Committees. The President shall appoint the Chairperson of such Special Committees as may be created from time to time by the Executive Board, which appointment shall be subject to the approval of the Board of Directors. The membership of such committees shall be appointed by the Chairperson of each committee, and subject to a majority confirmation vote by the Board of Directors.
Section 7. Non Disclosure Agreement: All existing and new members of standing Committees and the Board of Directors must sign and file a standard WCT non-disclosure agreement with the Secretary, when the member’s duties commence. Forms will be available by 30 JAN 2016.
ARTICLE X: AMENDMENTS
These Bylaws may be altered, amended, or repealed and any other Bylaws adopted at any annual meeting of the members, or at any other meeting of the members called for that purpose, by a vote of two-thirds (2/3) of the members attending; or these Bylaws may be altered, amended, or repealed, and other Bylaws adopted by the affirmative vote of two-thirds (2/3) of the Board of Directors present at any regular or special meeting of the Directors, provided notice of the proposed alteration, amendment, or repeal be contained in the notice of such Board of Directors’ meeting. Any change in the Bylaws made by the Directors shall be confirmed by the voting members at the next annual meeting of the members.
ARTICLE XI: ASSETS OF CORPORATION
Section 1. No assets accruing to this corporation shall at any time be paid or distributed or inure directly or indirectly to the benefit of any officer, Director, or member of this corporation. All of such assets shall be used exclusively in furtherance of the objects and purposes of this corporation as set forth in its Articles of Incorporation.
Section 2. Upon dissolution of this corporation, whether such dissolution be voluntary, involuntary, or by operation of law, none of the assets of this corporation shall be paid or distributed or inure directly or indirectly to the benefit of any officer, Director, or member of this corporation, but such assets shall be paid and distributed by the Board of Directors or by any person or court vested with authority to make distribution of such assets to such organizations whose objects and purposes shall be similar to those of this corporation, all within the sole and absolute discretion of the Board of Directors or such person or court.
Section 3. The Board of Directors retains sole responsibility for Financial Decisions made on the behalf of Wichita Community Theatre, Inc. Financial Decisions in this context include, but are not limited to, gross proceeds from ticket sales, recurring financial obligations and services, mortgaged loans, and collection and usage of donations. Under no circumstances may a Committee, on its own, make Financial Decisions for the Wichita Community Theatre, Inc.
ARTICLE XII: INDEMNIFICATION
Every person who is, shall be, or shall have been a voting member of the corporation and his or her representatives shall be indemnified by the corporation 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 corporation.
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 corporation. Such costs and expenses shall include, but are not limited to, attorney’s fees, damages, and amounts paid in settlement.
ARTICLE XIII: FISCAL YEAR
The fiscal year of the corporation shall be July 1st through June 30th.
ARTICLE XIX: NON-DISCRIMINATION POLICY
The Wichita Community Theater, Inc., hereby known as WCT, comprising its employees and volunteers, follows an equal opportunity policy for employment and volunteerism. WCT employs or accepts volunteers without regard to race, creed, color, religion, national origin, sex, sexual orientation, gender identity, age, physical or mental handicap, veteran status, or marital status. The Board of Directors, and all Committees are held to this policy internally in considering board positions, training, opportunities for advancement, removal from the Board, relationships with vendors and customers, and dealing with the general public.
Ratified by the Board of Directors on December 15, 2012.
Ben Blankley, President
Casey Eubank, Vice President
Amended by the Board of Directors on December 21, 2013
Ben Blankley, President
Casey Eubank, Vice President
Amended by the Board of Directors on December 6, 2015
Article VI, Section 3
Article IX, Section 7
Ben Blankley, President
Casey Eubank, Vice President