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NEWS & ANNOUNCEMENTS

Endless Mountains Theater Bylaws

BYLAWS
ENDLESS MOUNTAINS THEATRE COMPANY, INC.

ARTICLE 1
NAME

SECTION 1:
This Corporation shall be named, known, and styled as designated in its charter, "THE ENDLESS MOUNTAINS THEATRE COMPANY, INCORPORATED", but alternatively shall be referred to as "THE ENDLESS MOUNTAINS THEATRE COMPANY", "EMTC", or "Corporation".

ARTICLE 2
LOCATION

SECTION 1:
The home office of the Corporation shall be located in Susquehanna County, Pennsylvania.

ARTICLE 3
MEMBERSHIP CLASSIFICATION, DUES, AND FEES

SECTION 1:
Membership classifications and fees shall be determined by the Board of Directors by a simple majority vote. No person shall be excluded from membership on the basis of race, creed, religion, gender, ethnicity, disability, age, or sexual orientation.

ARTICLE 4
MEETINGS

SECTION 1:
Regular monthly meeting of the Board of Directors shall be scheduled yearly at the first meeting of the new fiscal year and will be duly publicized.

SECTION 2:
Special meetings of the Board of Directors may be called at the request of two Board members with no less than seventy-two hours notice. In the event of an emergency when seventy-two hours is not feasible, the Vice-Chair and Secretary will be empowered to poll the Board for the decision.

SECTION 3:
A general membership meeting of the Corporation shall be held annually during the month of April on a date and at a time and place to be fixed by the Board of Directors.

SECTION 4:
Notification of all meetings of the Corporation shall be by either written notice to each member in good standing or by publication in a public newspaper at least ten days before the day fixed. In case of a special meeting, said notice shall include the reason(s) for such a meeting.

SECTION 5:
At least fifty-one percent of the Board of Directors shall constitute a quorum for the transaction of business unless otherwise specifically provided for in these bylaws. A simple majority vote shall be sufficient to transact any item of business except as may otherwise be provided in these bylaws.

SECTION 6:
Any EMTC member present who is eighteen years or older shall be entitled to vote, and the vote of each member shall be of equal weight. No more than 2 votes shall be allowed per family membership and only the representative member of a corporation, business, civic organization or affiliate shall be entitled to vote at any meeting of the Corporation.

SECTION 7:
Minutes of the Annual Meeting of the Corporation shall be distributed to the Board of Directors within thirty days following said meeting and shall be available to the membership upon request.

ARTICLE 5
BOARD OF DIRECTORS

SECTION 1:
There shall be a Board of Directors composed of at least five and no more than fifteen persons who shall be members of the EMTC.

SECTION 2:
At the Annual Meeting of the Corporation, a Nominating Committee composed of at least three members shall present a list of nominees for Board vacancies some of whom shall be designated as nominees for Officer positions.

SECTION 3:
The names of additional eligible nominees may be made from the floor under the appropriate item of business during the Annual Meeting. The membership shall then proceed to vote.

SECTION 4:
The elected Directors shall be divided into three divisions, one division of which shall be elected at the Annual Meeting each year for a three year term. The term of office shall begin at the start of the new fiscal year. Should a vacancy on the Board of Directors occur during the course of the year between Annual Meetings, the Board shall elect a member to fill any unexpired portion of the term of office of the Director creating the vacancy. Initial Board members within the three divisions shall be divided into one year, two year, and three year term Board members; there after, elected members shall serve a three year term.

SECTION 5:
In addition to the inherent powers and the powers granted by the laws of the Commonwealth of Pennsylvania, the Board of Directors shall have the following powers:

1. To be in charge of and administer the property, funds, and affairs of the Corporation.
2. To appoint, suspend, and remove Officers according to Roberts Rules.
3. To appoint and remove committees.
4. To make any and all necessary expenditures.
5. To collect, through the Officers all dues, accounts, monies, and properties owed to the Corporation.
6. To purchase or otherwise acquire for the Corporation any property, right or privilege that it is authorized to acquire at such price or consideration and upon such terms as they deem appropriate.
7. To approve the acceptance of all gifts of real or personal property to the Corporation.
8. To authorize individuals to countersign checks.

SECTION 6:
The members of the Board of Directors shall remain informed of all facets of the EMTC.

1. Each member of the Board of Directors shall be involved with at least one production annually.
2. Members of the Board of Directors shall serve without financial compensation.

SECTION 7:
A Board member shall not be personally liable for monetary damages for any action taken, or any failure to take action, unless (i) the Board member has breached or failed to perform the duties of his/her office under subchapter 57 of the Pennsylvania Non-Profit Corporation Law and, (ii) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. The provisions of this section shall not apply to (i) the responsibility or liability of a Board member pursuant to local, state, or federal law. Any repeal or modification of this section shall be prospective only, and shall not affect to the detriment of any Board member, any limitation on the personal liability of a Board member of the Corporation existing at the time of such repeal or modification.

ARTICLE 6
OFFICERS

SECTION 1:
There shall be a Chairman, Vice-Chairman, Secretary and Treasurer. They shall serve for a term of one year. They shall be elected at the Annual Meeting, and shall serve for a term of one year to begin April first. These Officers shall form the Executive Committee.

SECTION 2:
Duties of the Officers:

1. The Chairman shall preside at meetings of the board of Directors and, in consultation with the other Officers and Committee Chairpersons, shall be responsible for preparing the agenda for meetings of the Board of Directors. If the Chairman is absent, the Vice-Chairman shall preside. The Chairman, or in case of absence, the Vice-Chairman, shall preside at all meetings of the General membership of the Corporation. The Chairman shall have the general management of the business of this Corporation; said Officer shall execute all bonds, mortgages, and all contracts of the Corporation, affixing the Corporate seal thereto; said Officer shall have general superintendency and direction of the Corporation; said Officer shall meet with the Officers and set up a calendar for the year; said Officer shall submit an annual report of the operations of the Corporation to the Board and members at the Annual Meeting and shall report to the Board all matters within said Officer's knowledge that may affect this Corporation; said Officer shall appoint with the approval of the Board the Standing Committees; said Officer shall be an Ex-Officio member of all Standing Committees and said Officer shall have the responsibilities and management usually vested in the office of Chairman of a Corporation; said Officer shall be a voting member of the Executive Committee.
2. The Vice-Chairman shall assist the Chairman and shall have full authority to act in place of the Chairman in the Chairman's absence.
3. The Secretary shall attend all sessions of the Board of Directors and all meetings of the Corporation and shall act as a clerk thereof; and shall record all votes and proceedings. The minutes of all meetings shall be distributed to the Board members at least one week before the next meeting and a copy filed in the EMTC office. The Secretary shall conduct correspondence in the name of the Corporation, unless a Corresponding Secretary is appointed, and shall perform such other duties as may be prescribed by the Board or the Chairman.
4. The Treasurer shall record dues, fees, funds, and the property, and give receipts therefore; shall deposit all funds in the name of the Corporation in depositories designated by the Board; shall maintain in the name of the Corporation such safe deposit boxes as may be necessary for the safeguarding of the Corporation's securities, insurance, policies and other documents; upon receipt of orders or vouchers approved for payment by the Board, the Treasurer shall promptly draw checks or drafts for the same with said Officer's signature thereon shall present them to the Chairman or other Officer for countersigning; shall furnish monthly financial statements to the Board; shall make an annual report covering the period between annual meetings to the members at the Annual Meeting of the membership; shall file a statement on behalf of the Board at the end of the fiscal year; and shall perform such other duties as the Board or Chairman may specify.

SECTION 3:
The Chairman and Treasurer shall be required by the Board to be bonded and others as deemed necessary by the Board.

ARTICLE 7
APPOINTED POSITIONS

SECTION 1:
The Board of Directors has the power to appoint any Ad Hoc position as deemed necessary.

ARTICLE 8
COMMITTEES

SECTION 1:
There shall be the following Standing Committees:

1. Nominating/Membership
2. Outreach/Education

SECTION 2:
Other committees may be named by the Board as deemed advisable or necessary.

SECTION 3:
There shall be an Executive Committee composed of the Chairman, Vice-Chairman, Secretary, and Treasurer of the EMTC to conduct any necessary business between the meetings of the Board and set the agenda for the Annual Meeting of the Corporation. A majority of the Executive Committee shall constitute a quorum.

SECTION 4:
Duties of Standing Committees:

1. The Nominating/Membership Committee shall conduct an annual notification of members and seek new members. It shall receive from the Treasurer all membership applications, maintain a current membership roster, including members' preferred areas of interest and service to the organization, keep a record of dues payments and distribute membership cards. This committee shall be responsible for the slate of nominees for Officers and Board members to be presented (with the expiration date of each position) at the Annual Meeting.
2. The Outreach and Education Committee shall work within the schools and community to establish a schedule of learning opportunities for each year as relating to music, theatre and dance.

ARTICLE 9
PERMANENT TRUST FUND

The Board of Directors has the power to create a permanent trust fund in case of need.

ARTICLE 10
AUDIT

The fiscal year shall run April 1 to March 31 and an annual external audit or review of the finances of the Corporation shall be completed as soon as possible after this date.

ARTICLE 11
PARLIAMENTARY AUTHORITY

The rules contained in "Robert's Rules of Order" shall govern the procedure of the EMTC in all cases to which they are applicable and in which they are not inconsistent with the current bylaws of the EMTC.

ARTICLE 12
AMENDMENTS

All amendments shall be made by a majority of members present and voting at the Annual Meeting or a special meeting of the EMTC membership. Amendments to the bylaws require advance notice of the proposed amendment in accordance with Article 4, Section 4 of these bylaws. The bylaws of the EMTC shall be reviewed and/or revised every three years by a committee of no less than three Board members to be appointed by the Chairman.

ARTICLE 13
INDEMNIFICATION

The Corporation shall indemnify its Board members and Officers to the fullest extent permitted by Pennsylvania statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board or independent legal counsel appointed by the Board (who may be regular counsel for the Corporation) made in accordance with applicable statutory standards; provided, however, that such indemnification shall be only to the extent permitted of organizations which are exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1986 or corresponding provisions of any future United States Internal Revenue Law.

First created June 9, 1999
Revised March 28, 2006