ARTICLE I - NAME OF ORGANIZATION

The name of this organization is EAST HARTFORD SUMMER YOUTH FESTIVAL, INC., hereafter abbreviated as EHSYF.



ARTICLE II - PURPOSE

EHSYF is intended to be a tax-exempt nonprofit charitable corporation, organized under the laws of the State of Connecticut for the express purpose of sponsoring and supporting community theater open to the youth of this community, and other interested persons, so as to allow them the opportunity to participate in all aspects of a theatrical production.  EHSYF shall not engage in any political or partisan activity.

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ARTICLE III - MEMBERSHIP

Membership and participation shall be open to all.

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ARTICLE IV - MEMBERSHIP CONTRIBUTIONS

Each member shall contribute toward the annual operating expenses of EHSYF.  This amount will be due and owing at the start of the production year (first full rehearsal), or when a new member joins.  The President may propose an amount in addition to this if circumstances warrant.  This proposal must be approved by the Board of Directors.  This additional amount will be due and owing at the time the Board approves the proposal or when a new member joins during the production year.  Any member can make a request to the President that a personal waiver of those amounts be granted.  The President will make a determination and notify the Treasurer.

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ARTICLE V - GOVERNING BODY

EHSYF shall by governed by a Board of Directors, hereafter referred to collectively as “the Board”.  The Board shall consist of the President, Vice President, Secretary, Treasurer and Membership Chairperson, which will comprise the Executive Council.  In addition, the Board will consist of seven-at-large members at least two of whom must be of high school/college age.  Advisory members may be added to the Board at the discretion of the President.  EHSYF shall indemnify the member of the Board against any claims, legal actions or any other harm as they may be named a party to, from actions arising while carrying out business for EHSYF, so long as they acted in good faith and with reasonable care.  No officer or member shall receive or at any future time may receive any pecuniary profits from the operation of EHSYF.  The Board may propose rules, policies and procedures to govern the day-to-day operation of EHSYF.  These rules, policies and procedures will come into effect by a simple majority vote of the Board present.  The Board will give the membership thirty (30) days notice of its intent to vote on these proposed rules policies and procedures.

 

ARTICLE VI - ELECTIONS OF OFFICERS

Section 1:  ELIGIBILITY AND VOTING RIGHTS

Any member who is sixteen years of age or older and is in good standing may be considered for any at-large membership on the Board.  Any member who is eighteen years or older may be considered for a position on the Executive Council.  Only members in good standing may vote at these elections or on any other issue or petition put before the membership.  A member in good standing shall mean any member who has no outstanding debts to EHSYF.  Any member in good standing under 18 is not eligible to vote but will have a proxy vote from the parent or guardian who signed his or her membership form.

Section 2:  NOMINATIONS

The President shall form a three person nominating committee, made up of members in good standing that will present a slate of candidates to be on ballot to the full membership no later than one week prior to the final membership meeting of the production year, to be held following the final performance of the season.  The nominating committee will hold at least one open meeting to hear from interested members and gather information to aid them in presenting the slate, one person per office.  Once the nominating committee has presented the slate of candidates to the membership at the final meeting, the President shall dissolve and dismiss the committee.  Additional candidates may be nominated from the floor at the final membership meeting.  The nominations must be made by a member in good standing.  Members of the nominating committee should not on the ballot.

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Section 3:  TERM OF OFFICE

The Board shall be elected to serve a two-year term.  The term shall begin at the time that the results of the election are decided and terminate with the election two years after.  The Executive Council and members-at-large shall be elected in alternating years.  Any officer resigning their position must give written notice of this action to the Board two weeks prior to the next board meeting.

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Section 4:  FILLING OF VACATED OFFICES

The Board will hear nominations from the President for candidates to serve out the remaining term left of the vacated office.  The Board members present will then elect by a simple majority one of these candidates.  In the event of a tie, the vote will be put to the membership present at this meeting with the candidate who, receiving a simple majority, filling the office.  All voting will be by written ballot.

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Section 5:  RECALLING OF A BOARD MEMBER

A Board member may have a recall action taken against them for dereliction of duties, or an act of gross negligence, or an act which caused irreparable harm to EHSYF, or for crimes against EHSYF.  The Board can recall an officer by a 2/3 vote by those Board members present.

 

ARTICLE VII - DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Section 1:  THE PRESIDENT

The President’s duties and responsibilities shall be:
 
to serve as the presiding officer at all meetings of the general membership and the Board.
 
to form all ad hoc committees.  The President can be compelled to form an ad hoc committee by a petition signed by a simple majority of the Board. 
 
to form all ad hoc committees in relation to the programming of each production.
 
to oversee all committees in relation to the programming of each production.
 
to appoint a three person nomination committee, made up of members in good standing, that will present a slate of candidates to the full membership no later than three weeks prior to the final membership meeting of the year.
 
to appoint a show selection committee, made up of no more than five members in good standing.
 
to serve as an ex-officio member of all committees.
 
to call Board meetings and general membership meetings.  The president can be compelled to call a board meeting or a general membership meeting by a petition signed by a simple majority of the Board or of the general membership, respectively.
 
to prepare and present the agenda for these meetings.
 
to only conduct business which is in keeping with the purpose of this organization and the laws governing tax-exempt nonprofit charitable corporations.
 
to conduct interim business as related to this office.
 
to keep and maintain records, files, notes, papers and any other documents related to the day-to-day operation of this office.
 
to appoint subcommittees of this office as needed to assist in the fulfillment of this duties and responsibilities and to serve as its presiding officer.
 
to inform the board of any possible conflicts of interest, or anything that may yield the appearance of a conflict of interest that arises while holding this office.
 
to transfer this office to the President-Elect in an orderly and timely manner.
 
Section 2:  VICE PRESIDENT

The Vice President’s duties and responsibilities shall be:
 
to preside at all meetings of the Executive Board and general membership in the absence of or at the direction of the President.
 
to attend the monthly meetings.
 
to complete the unexpired term of the President in the event of the President’s resignation and/or incapacitation.

to serve at the President’s request as the EHSYF liaison to any related association, which would benefit EHSYF.
 
to inform the Board of any possible conflicts of interest, or anything that may yield the appearance of a conflict of interest that arises while holding this office.
 
to transfer this office to the Vice President-Elect in an orderly and timely manner.
 
Section 3:  SECRETARY

The Secretary’s duties and responsibilities shall be:

to attend the monthly meetings.
 
to record and keep all action taken at Board meetings and at general membership meetings.
 
to present such minutes at the next Board meeting for review and acceptance.
 
to maintain a file of all official Board correspondence.
 
to allow any member to review the minutes, corporate charter, seal, bylaws, correspondence, or historical items during reasonable hours with reasonable notice.
 
to appoint subcommittees of this office as needed to assist in the fulfillment of these duties and responsibilities and to serve as its presiding officer.
 
to inform the Board of any possible conflicts of interest, or anything that may yield the appearance of a conflict of interest that arises while holding this office.
 
to transfer this office to the Secretary-Elect in an orderly and timely manner.
   

Section 4:  TREASURER

The Treasurer’s duties and responsibilities shall be:

to attend the monthly meetings.
 
to maintain accurate accounting records and documents of EHSYF.
 
to allow any member to review the accounts, documents, reports and other papers and files of this office during reasonable hours with reasonable notice.
 
to promptly deposit all EHSYF monies into EHSYF accounts.
 
to oversee the prudent placement of EHSYF funds, with review and approval by the full Board.
 
to make timely payments of debts duly authorized and incurred by EHSYF.
 
to keep and maintain the checkbook, and any other similar instrument of EHSYF.
 
to insure compliance with government requirements, such as but not limited to, the filing of tax returns, tax reports and any other obligation of a tax-exempt nonprofit charitable corporation.
 
to present a written report to the Board of all significant activities at each Board meeting and at the annual business meeting.  These reports will be placed on file with the secretary, and made part of the minutes.
 
to conduct business which is in keeping with the purpose of this organization and the laws governing tax-exempt nonprofit charitable corporation.
 
to conduct interim business as related to this office.
 
to keep and maintain records, files, notes, papers and any other documents related to the day-to-day operation of this office.
 
to appoint subcommittees of this office as needed to assist in the fulfillment of these duties and responsibilities and to serve as its presiding officer.
 
to inform the Board of any possible conflicts of interest, or anything that may yield the appearance of a conflict of interest that arises while holding this office.
 
to transfer this office to the Treasurer-Elect in an orderly and timely manner.
       
Section 5:  MEMBERSHIP CHAIRPERSON

The Membership Chairperson’s duties and responsibilities shall be:

to solicit new and continued membership in EHSYF.
 
to develop, plan and oversee all activities related to this.
 
to be present, or have a representative present, at all auditions to greet and provide information, which may help, recruit new members.

to collect membership contributions and any other amounts approved by the Board and turn the monies over to the Treasurer promptly.
 
to keep an accurate and up-to-date record of all membership, and to provide the President and Secretary with a copy of said record.
 
to keep this listing in such a way as to be able to distinguish those members in good standing from those who are not.
 
to present this listing to the membership for review prior to any voting by the membership.
 
to notify the membership of Board meetings and general membership meetings.
 
to present a report to the Board of all significant activities at each Board meeting and at the annual business meeting.
 
to transfer this office to the Membership Chairperson-Elect in an orderly and timely manner.
 
Section 6:  AT-LARGE MEMBERS

There will be seven members-at-large.  They will not have direct responsibilities for any function, but will select and serve actively on one standing committee and are expected to be present at the monthly meetings.

Attend and support year round events and fundraisers. 

Complete tasks and duties assigned by the Board.


Section 7:  ADVISORS
 Advisors are appointed at the discretion of the President.  They are non-voting members of the Board.  They will serve in voice only.  They are encouraged to attend and participate in any of the group’s activities.

ARTICLE VII - AUTHORITY TO INCUR DEBT

The authority to incur debt rests with the Board.  The Board may pre-approve the incurring of debts for a production by approving a budget made up of line items of likely debts for specific items. The Treasurer will oversee and administer the production budget. At no time shall any one debt be represented as more than one debt so as to avoid the limits set here below.  The President may authorize the incurring of debts no higher than $100.00 per expenditure so as to carry out the day-to-day operations of EHSYF, so long as the debt is not to the President or a party in which the President has a vested interest.  The incurring of debt up to $100.00 per expenditure must be approved by the President OR Treasurer.  The incurring of debts above $100.01-$499.99 must be approved by both the President and Treasurer; and the incurring of debts of $500.00 and above per expenditure must be approved by a simple majority of the Board present.  The Production Staff must keep accurate records of all debts incurred and present these debts and supporting documents for payment in a timely manner to the Treasurer.  The Board may review and revise a production’s budget at any time.  Both the President and the Treasurer will each be vested with a $100.00 petty cash fund during production to carry out day-to-day operations of their office.  These funds are to be used only for the benefit of EHSYF and remain the sole property of EHSYF.  These funds, or the receipts for these funds, are to be surrendered to EHSYF at the end of each production, or when the board votes to revoke these funds. 

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ARTICLE VIII - AUTHORITY TO MAKE EXPENDITURES

The authority to make expenditures rests with the Board.  No payment of a debt will occur without the debt having been properly approved according to the rules set forth in Article VII. The Board may pre-approve the payment of debts for a production by approving a budget made up of line items of likely debts for specific items.  The Treasurer may authorize the payment of debts no higher than $100.00 per expenditure so as to carry out the day-to-day operations of EHSYF, so long as the debt is not to the Treasurer or to a party in which the Treasurer has a vested interest.  The payment of expenditures up to $100.00 each, outside of the approved budget, must be approved by the President or Treasurer.  The payment of expenditures above $100.00, the money must be approved by a simple majority vote of the Board present.  At no time may any one expenditure be represented as more than one expenditure so as to avoid the limits of authority set here.  The Treasurer will keep accurate records of the budget expenditures and not make payments for any debt that exceeds the approved line items.  The status of production budget expenditures will be presented at each Board meeting.  The President will be authorized to pay expenditures in the absence of the Treasurer, or if the need arises, expenditures to the Treasurer, as long as the expenditures are co-approved by one other Board member.  These expenditures will be subject to the same constraints that are placed on the Treasurer.  The Treasurer may not make expenditures to him/herself.



ARTICLE IX - SHOW SELECTION COMMITTEE

The Show Selection Committee’s duties shall be to suggest to the Board what shows to be produced for the coming season.  The President will appoint the Committee members.  The Board will charge the Committee members with a set of criteria and goals that the coming production should be able to meet.  A simple majority of the committee members shall prevail.  The Committee shall meet as needed and work in a manner, which suits the duties and responsibilities of the Committee.  All committee meetings shall be announced and open to any member in good standing.  Any member wishing to provide input to this committee may do so.  The Committee shall present a slate of three prospective shows to the full Board no later than eight weeks before the scheduled production start date.  The Board will vote on the presented selections, with the show receiving the simple majority of the votes as the final selection.  In the event of a tie vote for simple majority, only those proposed productions tied for first place will be placed to a second vote, with any other proposed productions discarded.  In the event of a tie, after the second vote, the President will cast the deciding vote.  Once the final selection has been made by the Board, the Committee will be disbanded, but may be recalled if it is found that an alternate selection must be made.  Any change in the show to be produced will be put to a vote  by a simple majority of members present on the Board. 

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ARTICLE X - REHEARSALS AND PRODUCTION

Rehearsals will be scheduled according to each production’s needs and established by the production staff.  The Director will be free to solicit help from any member or source to fulfill production needs.  Any budgetary needs must be approved by the Board.

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ARTICLE XI - MEETINGS

The meeting will use Robert’s Rules of Order when conducting a meeting.  The Board will meet monthly throughout the year; and open to all membership.  Invited guests may attend.  The membership will be free to speak on all matters concerning EHSYF.  The Board will have voice and vote.  The membership will have voice only.  The production staff will meet weekly through out the rehearsal period.  The annual business meeting will be held immediately following the final production of the season.  The annual business meeting will be open to all members’ voice and vote.  The Board may meet and conduct business without the usual notice to the membership in time of emergency.
 
ARTICLE XII - DISSOLUTION

In the event of the dissolution of EHSYF all monies that remain after all debts are settled will be distributed to one or more nonprofit community groups.  Miscellaneous items may be distributed in a prudent way.  The Board will propose a distribution to the membership for their approval.

      
ARTICLE XIII - AMENDMENTS TO THESE BYLAWS

Any voting member may propose, in writing, amendments to these bylaws to the Board.  The Board will review the proposed changes and present them to the membership at a general membership meeting.  The Board will announce no less than thirty days earlier to the membership that changes to the bylaws have been proposed and will be discussed at the upcoming meeting.  Proposed amendments to these bylaws will be adopted by a resolution of the membership by a simple majority of the voting membership present at the meeting.

A committee of no more than five will be appointed by the President every three years to review these bylaws and propose to the Board any changes that may be needed.  The Bylaws committee will prepare written proposed changes, if any, no less than thirty days prior to the annual business meeting.  Once there proposed changes have been presented, the President will dissolve and dismiss the committee.