AMENDED & RESTATED BYLAWS OF STAAR THEATRE/ANTOINETTE HALL
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of the STAAR Theatre/Antoinette Hall (the “Corporation”) will be in the state of Tennessee initially at 105 North First Street, Pulaski, Tennessee, 38478
Section 1.2 Other Offices. The Corporation may have offices at such other places both within and without the State of Tennessee as the Board of Directors (the “Board”) may from time to time determine or the business of the Corporation may require.
Section 1.3 Change of Office. The Board or registered agent may also change the address of the Corporation’s registered office in the manner set forth in the Tennessee Nonprofit Corporation Act (the “Act”).
ARTICLE II
OBJECT
The Corporation is operated exclusively for charitable and educational purposes within the meaning of Sections 501(c)(3) and 170(c) of the Internal Revenue Code of 1986, as amended (the “Code”), including the receipt and acceptance of property, whether real, personal or mixed, by gift or bequest from any person or entity; the retention, administration and investment of such property in accordance with the terms of these Bylaws and the Corporation’s Charter; and the distribution of such property for the charitable purposes herein delineated.
In furtherance of the preceding purposes, the Corporation is to do any and all things reasonably necessary or convenient to foster artists, inspire youth and engage audiences of all ages through quality theatre and educational programming; to serve our hometown of Pulaski and surrounding areas through the arts; to tap into the talents of our citizens; maintain a multi-purpose facility in which these talents can be perfected and exhibited; provide children and adults a safe, fun and educational place to learn and play, while preserving the historic 1868 Antoinette Hall Opera House.
ARTICLE III MEMBERSHIP
Members. The Board may create a membership program through which the general public may support the Corporation’s programs and projects. The Board may establish membership benefits and a schedule of membership fees, which shall serve as a basis of membership qualifications.
Section 3.1 Admission. An applicant will be admitted to membership in the Corporation only on making application for such membership. Applicants for membership will be in such form as shall be prescribed by the Board of the Corporation.
Section 3.2 Voting Rights. Members of the aforementioned program shall not have voting rights in the election of the Board.
Section 3.3 Resignation. Any member may resign by filing a written resignation with the Corporation, but such resignation shall not relieve the member so resigning of the obligation to pay any accrued and unpaid dues, assessments, or other charges, if applicable.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may exercise all such powers of the Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Articles of Incorporation or these Bylaws.
Section 4.2 Composition. The Corporation will be managed by a Board consisting of not less than seven (7) nor more than 15 (15) persons.
Section 4.3 Election. Members of the Board shall be natural persons and will be elected by the incorporators at its organizational meeting and subsequently by the Board upon recommendation of the Executive Committee.
Section 4.4 Term. Each director shall serve for a term of three years. Each director shall serve until the expiration of his or her term or until such director’s successor is duly elected and qualified.
Section 4.5 Compensation. Members of the Board will not receive compensation for their services, but they may be reimbursed for their reasonable expenses as submitted to and recommended for approval by the finance committee. These expenses must be for expenses related directly to conducting business of the corporation. Expenditures for which reimbursement will be anticipated must be pre-approved in greater than $50.
Section 4.6 Resignation and Removal. Any director may resign at any time upon written notice to the Board, the Chairman or Secretary. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any director may be removed, with or without cause, by vote of a majority of the entire Board at any regular meeting or at a special meeting called for that purpose, when it is in the judgment of the Board that it is in the best interest of the Corporation.
Section 4.7 Vacancies. Vacancies or impending vacancies on the Board, including for the unexpired portion of the term of a director, shall be filled by the sole remaining director or by the affirmative vote of a majority of the directors voting at a duly called meeting of the Board at which a quorum is present. A director may vote in the election of such director’s successor, and a director may succeed himself or herself in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting called for that purpose.
Section 4.8 Quorum. At all meetings of the Board or Executive Committee, at least 55% of the total number of directors shall be present in person to constitute a quorum for the transaction of business.
Section 4.9 Electronic Board Meetings. Members of the Board or any committee designated by the Board may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.
Section 4.10 Elected Officials. Members of the Board who are elected public officials may be represented by a member of his or her staff and attendance at meetings of the Board by said staff member shall constitute attendance by the official and any action taken by said staff member shall constitute action taken by said official.
Section 4.11 Annual Meeting. An annual meeting of the Board shall be called and held for the purpose of organization, election of directors and officers and transaction of any other business. Such annual meeting shall be held at such time and place as may be specified in a notice of the meeting.
Section 4.12 Regular Meetings. The Board may provide, by resolution, the time and place, within the State of Tennessee, for the holding of regular meetings of the Board, without notice, other than that provided by such resolution. Except as otherwise provided by law, any business may be transacted at any regular meeting.
Section 4.13 Special Meetings. The Chairman, or, in his or her absence, the Vice-Chairman or, in the absence of these officers, the Secretary, may, upon written request of three (3) members of the Board, call special meetings of the Board whenever such may be deemed necessary. The purpose of the meetings shall be stated in the call, and no other business shall be transacted without the unanimous consent of those present.
ARTICLE V
OFFICERS
Section 5.1 Principal Officers. The principal officers of the Board shall include a Chairman, a Vice Chairman, a Secretary and a Treasurer. The Immediate Past Chairman shall serve as a voting member of the Executive Slate of Officers for one year after expiration of his/her term. The Board may from time to time, by resolution, create additional officers.
Section 5.2 Election of Principal Officers; Terms of Office. The Board members will elect officers from among the members of the board of directors upon expiration of an officer’s term, removal of an officer or resignation of an officer. Failure to elect any principal officer shall not dissolve the Corporation. New officers created by the Board may be filled at any Board meeting. Each officer will hold office until his successor shall have been duly elected and shall have been qualified.
Section 5.3 Removal of Officers. Any officer of the Corporation may be removed, with or without cause, by resolution adopted by a majority of the directors then in office at any annual or regular meeting of the Board or by written consent signed by all of the directors then in office, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment to an office shall not of itself create contract rights.
Section 5.4 Chairman. The Chairman of the Board shall be the principal officer of the Corporation and shall, in general, supervise and control all of the business and the Corporation. He shall preside at all meetings of the Board and of the Executive Committee thereof. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any note, deed, mortgage, bond, contract, or other instrument which the Board has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws, or by statute to some officer or agency of the Corporation. The term of the Chairman shall be two years. The Chairman may succeed himself/herself upon election by the board.
Section 5.5 Vice-Chairman. In the absence of the Chairman, or, in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chairman, and shall perform such other duties as prescribed by the Board.
Section 5.6 Treasurer. The Treasurer shall chair the Finance Committee of the board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board may determine. The term of the Vice-Chairman shall be two years. The Vice-Chairman may succeed himself/herself upon election by the board.
Section 5.7 The Treasurer, alone or acting through a financial officer designated by the Board, shall be responsible for all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks and depositories as shall be selected by the Board; shall keep an accurate set of books and documents recording the financial transactions and affairs of the Corporation.
The Treasurer shall make or cause to be made, a full written report of the financial condition of the Corporation at all meetings of the Board and shall be responsible for causing preparation and filing of all financial reports required by the Internal Revenue Service and the State of Tennessee.
The Treasurer’s accounts shall be balanced at the end of the fiscal year of the Corporation and audited by a Certified Public Accountant designated by the Board.
The Treasurer shall serve as the Chairman of the Finance Committee, described in Section 6:1.
The term of the Treasurer shall be two years. The Treasurer may succeed himself/herself upon election by the board.
Section 5.8 Secretary. The Secretary of the Board shall see that the minutes of the meetings of the Board are taken and kept in the office of the Corporation, in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by any governmental regulatory authority other than these prepared or filed by the Treasurer; and, in general, perform all of the duties as from time to time may be assigned to him or her by the Chairman of the Board. The term of the Secretary shall be two years. The Secretary may succeed himself/herself upon election by the board.
ARTICLE VI
COMMITTEES
Section 6.1 Power to Appoint Finance Committee. The Chairman, immediately following his/her election at the annual meeting, shall designate two board members to serve with the Treasurer as the Finance Committee, which said committee shall carry out the duties of the office of the Treasurer. In addition, such committee shall serve as the audit committee for all financial operations of the Corporation. Such Finance Committee members shall serve one-year terms until their successors are elected during the annual meeting. The Executive Director is a non-voting member of the Finance Committee.
Section 6.2 Executive Committee. There shall be an Executive Committee of the Board composed of the officers and the immediate past Chairman of the Board which shall (1) have all the powers of the Board between annual meetings, (2) plan the agenda for annual or special Board meetings, and (3) make recommendations to the Board with respect to future activities of the Corporation. The minutes of the Executive Committee meetings shall be submitted to the Board members for review and ratification at their first meeting following the date of the applicable Executive Committee meeting. The Executive Director is a non-voting member of the Executive Committee
Executive Committee meetings may be called as necessary by the Chairman or Vice Chairman. If necessary to constitute a quorum, members of the Executive Committee may participate in such meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting shall constitute presence in person at such meeting.
ARTICLE VII
INDEMNIFICATION
The Corporation shall, to the full extent permitted by applicable law, indemnify any Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a Director or officer of another corporation, whether for profit or not for profit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceedings, civil or criminal, in which he is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty. The Corporation shall make any other indemnification that shall be authorized by the Articles of Incorporation or these Bylaws, vote of the Board, or resolution adopted by the Board.
ARTICLE VIII
EXECUTIVE DIRECTOR AND STAFF
Section 8.1 Executive Director. An Executive Director may be appointed by the Board. The Executive Director shall serve under contract to the Board, at such salary and upon such terms as the Board may determine, shall manage the day-to-day operations of the Corporation and shall be authorized to represent the Corporation in all matters involving established Board policy or in the implementation of Board action unless otherwise provided for in these Bylaws. The absence of payment of a salary does not negate or diminish the role of the Executive Director as contracted by the board.
Section 8.2 Staff. The Board may provide for the employment of such other person or persons and in such capacities as in its discretion are reasonably necessary to achieve the objectives of the Corporation. A job description will be developed for any paid employee position, and said employee will be under direct supervision of the Executive Director.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Fiscal Year. The Corporation will operate on a fiscal year beginning July 1 and ending on June 30 of each year.
Section 9.2 Prohibited Activities. Notwithstanding any other provision of these articles, this corporation shall not carry on any activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Section 501(c)(3) of the Code or (b) a corporation contributions to which are deductible under Section 170 of the Code. No part of the net earnings of the Corporation shall inure to the benefit of any private individual, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided in Section 501(h) of the Code), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 9.3 Final Disposition of Assets. In the event of a dissolution, the residual assets of the Corporation shall be distributed for one or more exempt purposes within the meaning in Section 501(c)(3) or shall be distributed to the State of Tennessee for a public purpose.
Section 9.4 Amendatory Process. Upon fifteen (15) days written notice, the majority of the membership of the Board shall have the power to amend the Bylaws.
Section 9.5 Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Corporation may adopt.