By-laws of the Burlington County Footlighters, Inc.
Table of Contents
ARTICLE 1. Name and Location of the Organization
- Section 1. This Organization shall be known as the Burlington County Footlighters, Inc., herein known as BCF
- Section 2. The registered office of the Organization shall be:
808 Pomona Road
Cinnaminson, New Jersey 08077
ARTICLE 2. Statement of Purpose
- Section 1. The purpose of this Organization shall be to encourage the appreciation of theatre and other fine arts through public presentation of these arts, to provide education in the arts, and to participate in community activities in furtherance of this purpose.
ARTICLE 3. Organizational Constraints
- Section 1. Notwithstanding any other provisions of these articles or the charter of BCF, the organization is formed exclusively for charitable and/or educational purposes, as specified in Section 501(c)(3) of the Internal Revenue Code, and shall not carry on any other activities not permitted to be carried on by an Organization exempt from Federal income tax under Code Section 501(c)(3).
- Section 2. Upon dissolution of BCF, the assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future Federal tax code, or shall be distributed to the Federal Government, or to a State or Local government for a public purpose
ARTICLE 4. Membership
- Section 1. A person is eligible to become a member of BCF if they have participated in at least one production or event that is organized or produced directly by BCF in the past five membership years. No person shall be restricted from being a member due to race, gender, religion or other personal beliefs, characteristics, or legally permitted activities.
- Section 2. A Member in good standing shall be entitled to special ticket discounts, may attend all meetings, serve on all committees, vote on all matters of business at Membership meetings, and take part in all activities of BCF.
- Section 3. Applications must be submitted and dues must be paid in full before November 1st. Any Member whose dues are paid in full shall be considered a Member in good standing provided they meet the qualifications set above as determined by the Member Services Director. The Board may wave the dues requirement for an applicant based on financial need.
- Section 4. The dues required for Members shall be set by the Board and approved by the Membership. Changes to the dues required for Members shall not be effective until the beginning of the following membership year. The membership year shall run from July 1st to June 30th of the subsequent year.
ARTICLE 5. The Board
- Section 1. The Board shall be composed of the Officers of BCF. Quorum shall be defined as two-thirds of the Officers.
- Section 2. The Board shall direct the activities of the Organization, conduct its business affairs, and report to the Membership. Only Officers shall be able to enter into contract for the organization. Any individual contract, with the exception of those for group sales, that is over 0.5% of the budget must be approved by the Board.
- Section 3. A single person may hold no more three Standing Committee Chairs. Officers may hold up to two Standing Committee Chairs, not including chairs that report to them.
- Section 4. The Board may, at their discretion, establish a Proxy Voting Procedure. This procedure may be used to approve a single motion outside of a meeting or for decisions that meet criteria they establish. The approval to conduct a proxy vote on a motion or for motions that meet criteria, must be approved at an in-person meeting by a two-thirds majority. Decisions to be made by the Membership or a vote to fill a vacant officer position may never be voted on by proxy.
ARTICLE 6. The Officers
- Section 1. The Officers shall be composed of the President, Vice-President, Secretary, Treasurer, Artistic Director, Development Director, Education Director, Facilities Director, Marketing Director, and Member Services Director, and Technical Director.
- Section 2. Officers shall be members in good standing and, if possible, shall have served at least one year as a member.
- Section 3. Two people can be elected to a particular Officer position except for the President, Vice-President, Treasurer and Artistic Director. In the case of two people being elected to a position, each will have one vote and the quorum counts will increase proportionally. If two people hold any Officer position and one resigns, the second position will remain vacant for the remainder of that officer’s term.
- Section 4. A single person may hold no more than one Officer position. All Board members shall have one vote.
- Section 5. An officer may choose, with board approval, to delegate one or more of their responsibilities to another officer. This delegation shall only last for one term and must be redelegated after the next election.
ARTICLE 7. Responsibilities of the Officers
- Section 1. The President shall preside at meetings of the Board, and the Membership. The President shall select, and serve as liaison with, the judges for the plays (with the advice of the Vice-President) and shall oversee arrangements for the annual Awards Night Dinner Dance. The President, in consultation with Artistic Director and the director of the play in question, shall select the producers for the major plays and the children’s plays. The President shall oversee the Quality Assurance chairperson.
- Section 2. The Vice-President shall be available to preside at all meetings, if necessary, in the absence of the President. In the event the President shall leave office before completion of term, the Vice-President shall assume the responsibilities of President. The Vice-President shall oversee the Community Outreach chairpersons. The Vice-President shall fulfill other duties as requested by the President and shall assist the President with selection of judges and arrangements for the annual Awards Night Dinner Dance.
- Section 3. The Secretary shall record and distribute minutes of all Board and Membership meetings. The Secretary shall be responsible for maintaining mailing list records. The Secretary also shall oversee the Corresponding Secretary, Calendar and Historian chairpersons.
- Section 4. The Treasurer shall receive all monies, make all disbursements as specified by the approved budget, keep an account of all monetary transactions, plan for future monetary activities with the advice of the Budget Committee and Board, and file all necessary tax, governmental, and corporate forms. The Treasurer shall adhere to the Financial Policies and Procedures while managing the monies of the organization. The Treasurer shall not transfer monies between line items in the budget or move funds from or to any investment account without Board approval. The Treasurer shall report on the current financial status at each meeting or upon demand by the Board. The Treasurer shall submit the books for yearly audit. The Treasurer shall oversee the Accounting chairperson.
- Section 5. The Artistic Director shall oversee all artistic activities of the organization including the main-stage productions, the children’s play and any external performances. The Artistic Director shall oversee the Meeting Programs and New Jersey Theatre League (NJTL) and 2nd Stage chairpersons.
- Section 6. The Development Director shall be responsible for all future planning and fundraising activities of the organization. The Development Director shall oversee the Fundraising and Grants chairpersons
- Section 7. The Education Director shall be responsible for all educational and youth programs of the organization. The Education Director shall oversee the Workshops, Summer Camp, Children’s Show and Intern Co. chairpersons
- Section 8. The Facilities Director shall be responsible for maintenance, decorations, renovations and improvements to all of the organizations facilities and properties. He or she shall also serve as principal liaison with the Township. The Facilities Director shall oversee Theatre Facilities, Rentals, Art Coordination and ADA Compliance.
- Section 9. The Marketing Director shall oversee all marketing and external communications of the organization. The Marketing Director shall oversee the Group Sales, Publicity, Web Design, Publications, Programs (“Playbills”), Footnotes, Picture Board, and Information Technology (IT) chairpersons.
- Section 10. The Member Services Director shall oversee our relationship and services with our members, customers and new volunteers. This includes processing memberships and maintaining the membership records. The Member Services Director shall oversee the Box Office, House Managers, Hospitality and Volunteer Program chairpersons.
- Section 11. The Technical Director shall oversee the technical aspects of all artistic activities as well as the equipment and facilities for the said equipment and activities. The Technical Director shall oversee the Makeup, Costumes, Lighting, Sound, Props and Set chairpersons.
ARTICLE 8. Officer Nominations, Elections, and Terms of Office
- Section 1. A Nominating Committee, to consist of four members of the Board and one from the Membership, shall be appointed by the President, with the approval of the Board, for the purpose of recruiting a slate of at least one nominee for each office to be filled that year. The Committee shall report to the Membership at least thirty days prior to the April Annual Meeting, either at a Membership meeting or other method of communication previously accepted by the Membership. Nominations of Members in good standing may be made from the floor at the April meeting.
- Section 2. The President, Artistic Director, Education Director, Marketing Director, Member Services Director and Technical Director shall be elected on even-numbered years. The Vice-President, Secretary, Treasurer, Development Director and Facilities Director shall be elected on the odd-numbered years.
- Section 3. The officers shall serve for a period of two years and shall be elected at the April Annual Meeting. Duly elected officers shall take office as of July 1st.
- Section 4. The President shall choose the method of voting for the officers at the meeting. If a member objects to that method, the method must be approved by the Membership. If a tie should occur in the voting of any office, a new vote shall be taken for just that position amongst the top two candidates. If there still remains a tie after a second vote, the voting will be tabled and a special meeting will be called within 30 days by the President to conduct another vote.
- Section 5. An elected officer may seek another office in a year in which the term of his or her office will not terminate, and if elected, his or her current office shall become vacant immediately.
- Section 6. Should a vacancy occur in the office of President, the Vice-President shall assume the duties of the President until the next regular election. Should a vacancy occur in any other office, the Nominating Committee shall be re-activated and shall propose a replacement Said replacement must be approved by the Board, and shall serve until the next regular election.
- Section 7. Any officer may be removed for good cause by a majority vote of the Membership on the condition that thirty (30) days prior notice has been given.
ARTICLE 9. Policies and Procedures
- Section 1. The Board of Directors in order to create a more organized structure for BCF, shall create and maintain rules, policies and procedures for each staff position as well as those defined below. The documents shall contain rules in the subject they govern, state which Officer is responsible for said policy and how such policy shall be amended. Each policy should be reviewed annually by the responsible Officer.
- Section 2. The organization and duties of the Standing and Special Committees, and the Chairpersons of Committees, shall be defined by a Code for Standing and Special Committees, which shall be reviewed by the Officers annually, or at other times during the year when the creation of a new committee requires a definition of its duties.
- Section 3. The Board shall create a Production Committee Policies and Procedures document to govern the Production or Plays Committee. The document shall outline the selection of the productions to be produced, production supervising and oversight, and committee structure. All subscription main stage productions shall be initially approved by the Membership and all other productions approved by the Board. The Board may change a main stage production mid-year due to royalty, budgetary or production related issues. The Artistic Director shall be the chair of the Production or Plays Committee and maintain this document.
- Section 4. The Board shall create and maintain a Financial Policies and Procedures document to govern the financial, accounting and cash management procedures and policies. This document shall be maintained by the Treasurer or their designate.
- Section 5. The Board shall create and maintain a Budget Committee Policies and Procedures document to govern the procedures, structure and deadlines of the budgeting process. The Treasurer shall chair this committee and it shall consist of at least the President, Artistic Director, Development Director, Marketing Director and the Technical Director. This document shall be maintained by the Treasurer or their designate.
- Section 6. The Board shall create and maintain an Indemnity Policy for all Officers and Members. This document shall be maintained by the Secretary or their designate.
- Section 7. The Board shall create and maintain the Seating Policies governing the seating policy for the various productions. This document shall be maintained by the Member Services Director or their designate.
- Section 8. The Board shall create and maintain the Production Responsibilities and Guidelines documents for each of the positions involved with a production at BCF. These should include for Producers, Actors, Directors, Stage Managers and others the Board sees fit. This document shall be maintained by the Communications Director or their designate.
- Section 9. The Board shall create and maintain an Emergency Action Procedure which shall dictate the policies and procedures due to an unexpected issue or emergency that will affect the activities of BCF. This includes cancelling a performance due to inclement weather or power outage. This document shall be maintained by the Facilities Director or their designate.
- Section 10. The Board shall create and maintain a Security Policies and Procedures to govern all security procedures both physical and electronic. This may be split in to two documents if the Board so chooses for each area of security and shall be maintained by the Facilities Director and/or Communications Director or their designate.
- Section 11. The Board shall create and maintain a Rental Policies and Procedures to govern all rental of equipment, facilities, furniture and other BCF property. This may be split in to multiple documents, if the Board so chooses, corresponding to one or more areas of rental and shall be maintained by the Facilities Director and/or Technical Director or their designates.
- Section 12. The Board shall create and maintain a Facilities Policies and Procedures to govern all operational and maintenance activities of the facilities and property. This document shall be maintained by the Facilities Director.
ARTICLE 10. Meetings
- Section 1. The Annual Meeting of the Corporation shall be held at a meeting of the Membership conducted in April.
- Section 2. The President of the Board is the President of the Corporation and shall officiate at all meetings of the Membership.
- Section 3. At least two (2) additional Membership meetings, in addition to the April Annual Meeting, shall be held per membership year.
- Section 4. Membership meetings shall be called to approve the season and vote for awards. The dates of the scheduled Membership meetings shall be announced at the beginning of the season. Any Member can present business at any Board meeting. If an officer is absent from three (3) consecutive meetings without due cause, they may be subject to removal from office by the approval of two thirds of the officers.
- Section 5. The President, with the approval of the Officers, may call special meetings of the Membership. The call for a meeting shall be sent to all members at least one week in advance of the meeting. It shall state clearly the business to be addressed at the meeting and no other business may be addressed at that meeting.
- Section 6. A quorum members shall be 25% of all Members.
- Section 7. The Board shall meet at least once a month to conduct its business. The Board may agree not to meet in any given month by a 2/3 majority vote, they may not skip two months in a row. The President may, at his or her discretion, call a special meeting of the Board.
- Section 8. The Officers are required to attend all meetings of the Board and Membership.
- Section 9. The agenda for meetings shall be sent to all participants at least two days before the meeting. Minutes from every meeting, Board or Membership, shall be sent to all Members.
- Section 10. The Board may not alter or rescind a decision or policy made by the Membership unless a provision in these by-laws allows otherwise. Subsequently, an officer may not alter or rescind a decision or policy set by the Membership or Board.
- Section 11. Decisions made by individual officers may be appealed to the Board which can overrule, sustain or alter the officer’s decision. Decisions of the Board may be appealed to the membership, provided 33% of the Board approves of allowing said appeal.
ARTICLE 11. Amendments
- Section 1. Any member may propose an amendment to these bylaws.
- Section 2. The bylaws may be amended at a Membership meeting by a two-thirds vote of Members present and voting, provided that notice of the proposed amendment(s) shall have been given at a previous Membership meeting by the reading of the proposed amendment(s).
ARTICLE 12. Rules of Order
- Section 1. Robert’s “Rules of Order, Revised”, latest edition, shall be the parliamentary authority, where not in conflict with these bylaws.