THE VILLAGES MUSICAL THEATER, INC.
ARTICLE I NAME
The name of the corporation shall be The Villages Musical Theater, Inc. (hereinafter “Corporation” or “Club”). The Board of Directors must approve any use of the name of “The Villages Musical Theater, Inc.”, “The Villages Musical Theater” or “VMT“.
ARTICLE II PURPOSE AND OBJECTIVES
A. The purpose of this Corporation shall be to provide its members with an opportunity to participate in the presentation of theatrical productions in all phases, while providing the public with a quality Broadway-style musical.
B. This Corporation is organized exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. As such, profits derived from the activities of this Corporation shall be used to support local charities, as set forth below.
C. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including, without limitation, the publishing, lobbying or distribution of statements of any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under IRC Section 501(c)(3) as amended, or (b) a corporation, contributions to which are deductible under IRC Section 170(c)(2) as amended.
ARTICLE III MEMBERSHIP
A. Eligibility: Only residents of The Villages shall be considered for membership into the Club by the Board of Directors. Children living with resident members and children attending The Villages Charter Schools may be awarded honorary memberships.
1) New members may be accepted at any time during the Calendar year. The new member must be an active dues paid member for at least 90 days before obtaining the right to vote. This provision also pertains to reinstated members who have let their memberships lapse.
B. Dues: The annual dues shall be determined by the Board of Directors and are payable at the annual General Membership Meeting in the fall for the following calendar year. Any member who does not pay dues at the meeting may do so at any time to maintain membership. New members may join at any time during the year and dues paid at that time are for the current calendar year only. Upon being selected as a cast member for any VMT show, anyone who is not a current member must join no later than the first week of rehearsal for a fall show, or the date of the General Membership Meeting for a spring show the following year.
C. Membership Termination: Membership may be terminated for any of the following reasons:
1) Use of obscenities, profanity, or vulgarity in conversation with other members, theater guests, or recreation department staff.
2) Treating other members without respect or making disparaging remarks about a member in front of other members.
3) Failure to maintain a safe, pleasant, and comfortable recreation atmosphere.
4) Conviction of a felony.
5) Use of the Club’s venues for religious or political activities.
ARTICLE IV MEETINGS
The General Membership Meeting should be held annually in November. Additional Meetings may be held as deemed necessary.
ARTICLE V GOVERNING BODY -- BOARD OF DIRECTORS
A. This Corporation shall be governed by a Board of Directors consisting of seven (7) members.
B. The Board shall consist of a Chairperson, Vice Chairperson, Secretary, Treasurer, and three (3) members at large. The Board will organize and elect its officers annually.
C. The Board shall manage the Corporation in the best interests of the membership and in accordance with these By-Laws.
D. Regular Board meetings should be held monthly; their schedule should be available to the membership, and any member may attend as a guest. Guests may have their say when recognized. Additionally, the Chairperson may call for special executive meetings or call for a Board vote by telephone or e-mail for some issue of timely importance. Special executive meetings shall not be open to the membership except by invitation.
E. All meetings shall be conducted in an organized manner with “Roberts Rules of Order” as a guideline. These rules may be amended or suspended by the presiding officer as he/she may deem prudent.
F. Board members will be elected annually for two-year terms with three (3) and four (4) members being elected on alternating years. In preparation for an election, a nominating committee will present the membership with a slate of candidates who wish to be considered for election to the available Board seat(s). In addition, provisions will be made for nominations from the floor.
G. If a Board position becomes vacant, the Board may elect to leave the seat open or it may appoint a replacement. In either case, an election will be held to permanently fill the expired term at the next regularly scheduled General Membership Meeting.
H. The Board will conduct interviews for the position of Director/Producer for each production at a time to be previously announced. The Board will then select the Director/Producer team at an executive Board meeting following the interviews. The candidate Director/Producer teams should conform to the following guidelines:
1) They should have previous experience as a director and producer with the Club. Persons without previous experience (or who are not an established director known to the Board) should conform to the following:
a) They are of good moral and ethical character.
b) They are previously known and respected among The Villages theater groups.
c) They have a known business acumen, organizational skills, and reliability.
d) They have demonstrated the ability to lead volunteers.
e) They have had previous theater experience.
f) They should have shadowed a previous director of a Club production. (The shadowing program is essentially tutelage where directors, at their pleasure, expose a candidate through all phases of a production.)
2) They will present a brief resume of the musical. This should include principal characters and the total numbers in the ensemble.
3) They will submit a listing of the names of the choreographer and musical director, plus any others who have committed to the production, such as the stage manager and assistants.
4) They will tabulate a budget, including the cost of the costumes, props, sets, and the quoted price of the rights. Any subsequent change to the budget or significant anticipated cost increase must have Board approval.
5) They will detail a timeline for auditions and commit to a practice schedule which should take place at established times and venues previously committed to the Club by The Villages.
I. Show production venues and dates are the responsibility of the Board. The spring show dates should be earlier than April 30, if possible, to ensure member participation and ample crowds. The fall show should be prior to the Thanksgiving weekend. No club member shall have the authority to lobby The Villages for show dates without express consent from the Board.
J. Board members shall not be compensated in any way except for the following:
1) Reimbursement for office supplies and other reasonable expenses incurred in the performance of assigned duties.
2) One dinner meal per year during a special executive meeting or some other equivalent compensation, other than cash. Such compensation shall be determined in the minutes of the Board meeting at which they were determined.
ARTICLE VI BOARD TITLES AND DUTIES
A. Chairperson: Shall preside at all meetings, compile and provide an agenda, appoint all committees, and administer the business of the Corporation.
B. Vice Chairperson: Shall assume the duties of the Chairperson in the event of the Chairperson’s absence, and shall ascend to the office of Chairperson in the event of a vacancy of this office.
C. Secretary: Shall record the proceedings of the meetings of the Board of Directors and the General Membership Meetings. Minutes shall be presented at the next meeting. Minutes shall be available to any member upon request.
D. Treasurer: Shall perform the following duties:
1. Receive, maintain, hold, and disburse all funds of the Corporation in accordance with the guidance of the Board of Directors.
2. Issue a report of income, disbursements, and balance of funds at every Board meeting.
3. Provide a summary of income, disbursements, and balance of funds at the General Membership Meetings.
` 4. Arrange to have all financial reports audited by an outside independent auditor within 90 days of the close of the fiscal year. Findings will be presented at the following Board meeting.
5. Make available a financial report of a completed show to the membership by the end of the following month after all bills and settlements have been received.
E. The following essential committees may be assigned to any Board member or general member at the discretion of the Chairperson:
1. Publicity Committee: Should be comprised of one (1) Chairperson and other volunteers. The duties of the Publicity Committee shall include obtaining maximum media coverage (e.g. television, radio, newspapers, flyers, and posters).
2. Membership Committee: Shall consist of one (1) Chairperson and other volunteers. Duties of the Membership Committee shall include: a) greeting individuals at meetings, b) requiring new members to complete the membership application, c) preparing name badges, d) making certain new members feel comfortable as a new member of the Club, and e) maintaining the membership records. Additionally, the Membership Chairperson will be responsible for regulating and warning any members who engage in potentially terminating activities under Article III, paragraph C.
3. Hospitality Committee: Shall consist of one (1) Chairperson and other volunteers. Duties of the Hospitality Committee shall include organizing cast and seasonal parties.
4. Newsletter Editor: The Newsletter Editor shall organize and publish a newsletter quarterly or more often as needed. It must include notices required by these By-Laws, audition dates, and known Board meetings. It should also include Sunshine (get well wishes), condolences, show ticket availability, party dates, charitable donations, and any news of interest concerning the membership. The newsletter may be hard copy or e-mail distributed.
ARTICLE VII LIABILITY
No Club member (including Board members) will be personally liable for any of the debts, liabilities, or obligations of the Club.
ARTICLE VIII MISCELLANEOUS
A. Auditions and Roles: Auditions for all shows will be open tryouts.
B. Cast Selections: Casting decisions shall be made by the show director with recommendations from his/her staff. All cast selections should be notified and provided the opportunity to accept or decline offered roles. The Director will not audition for any role and refrain from playing any part except in the case of an emergency.
C. Expenditures: The following restrictions and allowable expenditures for the benefit and appreciation of participating members of a current show apply:
1. The Corporation should spend proceeds to benefit its members, fund future productions, and support local charities as may be determined by the Board of Directors.
2. The show director should submit a listing of names of those performing artists, production and stage staff who are eligible to receive a reward of a cast party. (Personnel who appear at the last minute to assist the cast in dressing or assisting with props, etc. may not be eligible.) The cost of the cast party will be submitted to the Board of Directors for approval.
3. The Board may authorize a special commemorative gift to the show director. Additionally, the Board at its discretion may authorize commemorative token gifts to be given to the cast and production staff.
4. If no suitable volunteers are forthcoming, the Board of Directors may appropriate funds to hire qualified personnel for key non-cast support positions.
5. A cash donation may be given to one or more charities, as determined by the Board of Directors, following a complete financial accounting for each show. The amount of such donation shall take into consideration monies required for general operating expenses and to fund future shows, but will be no less than 10 percent of net profits from the completed show.
ARTICLE IX ACCEPTANCE OF BY-LAWS
These By-Laws must be approved and accepted at a membership meeting by a two-thirds (2/3) vote of dues paid members in attendance.
ARTICLE X AMENDMENT TO EXISTING BY-LAWS
Any member proposing a change to these By-Laws can submit a written proposal at any Board meeting along with verbal reasoning. If the Board votes to consider the change, they will present it at the next General Membership Meeting along with a prior description in the Newsletter. The membership should have adequate opportunity to voice their opinions. Only then will the Board vote on the amendment.
ARTICLE XI DISSOLUTION
The duration of The Villages Musical Theater, Inc. shall be perpetual until the Corporation is dissolved by two-thirds majority vote of the membership. Upon dissolution, assets 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.
Ratified on September 28, 2003
Amended on September 12, 2004
Amended September 18, 2005
Amended September 28, 2006
Amended September 16, 2007
Amended September, 2008
Amended September 21, 2011
Amended March 4, 2014
Amended November 2, 2018
Amended November 3, 2019