Article I – Name of the Organization
The name of the organization shall be the Hutchinson Theatre Guild, Inc.
Article II – Location
The general and principal office of the organization shall be located in Hutchinson, Reno County, Kansas.
Article III – Mission and Values
Section 1. Mission
The mission of the corporation shall be to excite minds, move hearts and change lives through theatrical performance, arts education and live entertainment in Hutchinson, Reno County & South Central Kansas.
Section 2. Values
Professionalism: We expect all members of the Hutchinson Theatre Guild to reliably fulfill responsibilities for the organization in a timely manner and to do so without interference of personal agendas or ego.
Volunteerism: We depend on volunteers to support the successful fulfillment of our mission and purpose with sincere appreciation for efforts large and small.
Quality: We promote excellence in the production and artistic process striving to provide high quality arts experiences for all.
Inclusivity: We honor diverse ideas and require that all members of our organization and audiences are treated with respect regardless of race, color, nationality, ethnicity, age, religion, disability, sex, gender identity and/or expression, sexual orientation, or any other characteristic protected under applicable federal, state, or local law.
Article IV – Membership Requirements and Limitations
Section 1. Definition of Membership
Membership of the Hutchinson Theatre Guild shall be every person who maintains the annual contribution established by the Board of Directors.
Section 2. Annual Contribution
The Board of Directors shall by resolution, from time to time, fix and determine the amount of the annual contribution required by members.
Section 3. Benefits of Membership
Members shall be entitled to a vote at the annual meeting.
Article V – Board of Directors
Section 1. Composition and Election
The operation and property of the corporation shall be managed and administered by a Board of Directors consisting of eight to fourteen directors, all but one of whom shall be recommended and elected by the membership of the Hutchinson Theatre Guild for a term of three (3) years. One director shall be the treasurer/business manager and shall have no term limitation but must be re-elected on an annual basis by the Board of Directors at the annual meeting.
Section 2. Rotation
One third of the total number of elected directors shall be elected annually in September of each year. The elected directors shall begin their term in January of the following year.
Section 3. Nominations
Prior to each annual meeting of the members at which directors are to be elected, the Board of Directors shall meet and nominate one or more persons for each position. If more than one nomination has been made, voting shall be by secret ballot, with a simple majority required to elect.
Section 4. Vacancies
In the event of a vacated position prior to a director’s term expiration, a new director shall be elected by a majority of the remaining members of the Board of Directors to serve the duration of the term.
Section 5. Structure
The Board of Directors shall organize itself and elect its own officers, which shall be the President, Vice-President, Secretary, and Treasurer/Business Manager.
Section 6. Compensation
A member of the Board of Directors shall not be compensated for duties as a Board member.
Section 7. Term Limits
A member of the Board of Directors shall serve no more than two full three-year terms. After this period of service, a mandatory one year hiatus from the Board shall be required. Directors elected to fill a vacancy on the Board of Directors may serve the completion of vacated term plus no more than two full three-year terms before a one year hiatus is required.
Article VI – Meetings
Section 1. Annual Membership Meeting
An annual meeting for the election of directors and the transaction of other business shall be held upon due notice once each year in December at such day and time and place as the Board of Directors may determine.
Section 2. Monthly Board of Directors Meetings
A monthly meeting of the Board of Directors shall be conducted to deal with the day to day operation of the organization.
Section 3. Special Meetings
Special meetings of the membership may be called by a representative of the Board of Directors. The Board of Directors shall also call a special meeting when requested in writing to do so by five or more active members.
Section 4. Requirements of Notice
All meetings shall require adequate notice. In the case of a meeting called by a Board member, adequate notice shall be two (2) days. Adequate notice for meetings called by a member shall be no less than seven (7) and no more than thirty (30) days.
Section 5. Location
Meeting locations, times, and dates shall be determined by the Board of Directors.
Section 6. Format
The Board of Directors shall determine the format of all meetings.
Section 6. Transparency
Membership meetings and meetings of the Board of Directors shall be open to the public. The Board of Directors shall, in situations they deem appropriate, create a procedure for public comment and input. The Board of Directors may, in cases they deem appropriate, go into executive session.
Article VII – Quorum
A majority of the Board of Directors, if one officer be present, shall constitute a quorum for the transaction of business by the Board and the annual meeting.
Article VIII – Revocation and Dismissal
Section 1. Revocation
Membership in the Hutchinson Theatre Guild may be revoked by recommendation of the Board of Directors upon due cause. Due cause shall include (but not be limited to) issues of safety, criminal actions, and disruptive behavior.
Section 2.A. Dismissal from the Board of Directors
A member of the Board of Directors shall be subject to participation requirements as determined by the Board of Directors. Failure to meet requirements shall constitute dismissal from the Board of Directors by majority vote.
Section 2.B. Revision of Policy
If objection to requirements for the Board of Directors are made by two-thirds (2/3) of the membership, a new policy must be made by the Board of Directors and approved by simple majority of the membership.
Section 3.A. Appeal
Members and Directors who are subject to revocation and/or dismissal may appeal to the membership in a process determined by the Board of Directors.
Section 3.B. Reversal of Revocation and/or Dismissal
A revocation or dismissal may be reversed by three-quarter (3/4) majority of the membership.
Article IX – Amendments
This constitution may be amended, in part or in whole, by vote of a two-thirds (2/3) majority of the Board of Directors and members present at any meeting but only after due notice of the substance of the proposed amendment or amendments.
Article X – Ratification
This constitution shall be ratified upon the approval of two-thirds (2/3) majority of the Board of Directors.
By-Laws of the Hutchinson Theatre Guild
Membership can be obtained through two methods. First, an annual financial contribution of $20 or more shall constitute membership. Second, sustained active participation in productions and/or the day to day functions of the organization shall constitute a membership.
Requirements which determine the qualification of sustained active participation shall be determined by the Board of Directors.
Members shall be entitled to a vote at the annual meeting. Additional benefits based upon financial or participation contributions may be given by the Board of Directors.
An annual meeting of the membership shall be held during September of each calendar year. Each annual meeting shall include a report by the President of the Board of Directors, a financial statement of the corporation by the Business Manager/Treasurer, and the election of the Board of Directors by the membership.
Notices of meetings, when required, may be given orally or in writing, by telephone, by announcement or delivery to members present at regular meetings, by mail, by electronic communication, in person, or by publication in any newspaper of general circulation in Reno County.
Duties of the Board of Directors
The Board of Directors shall elect a President, Vice President, and Secretary.
The Board of Directors shall elect a Treasurer/Business Manager.
The Board of Directors shall meet at such times and places as the President announces. In the event the President cannot call a meeting, any executive board member may do so.
Special meetings may be held without notice if all directors be present.
Notice of Directors’ meetings may be waived by consent of the Board of Directors.
All directors shall act as good faith stewards of the organization, including but not limited to the establishment of policies and procedures for finances, property, productions, and promotion.
The Board of Directors may appoint ex-officio directors as needed including but not limited to a production coordinator, legal counsel, and financial accountant.
Upon appointment, the Directors shall provide ex-officio members with a list of responsibilities and duties. If such appointment should require compensation for skills or duties, this amount shall be agreed upon by the ex-officio member and the Directors. Ex-officio members shall be present at functions as required by the Board of Directors
Receive and Follow the Addendum regarding director requirements for serving on the Board of Directors
President: The President shall conduct meetings, be the official representative of the organization at functions, and execute the directives of the Board of Directors.
Vice-President: The Vice President shall temporarily perform the duties of the President in his or her absence and execute the directives of the Board of Directors.
Secretary: The Secretary shall attend and act as a clerk of all meetings of the members and of the Board of Directors, keeping record of all the proceedings thereof in the minute book of the corporation and execute the directives of the Board of Directors.
Treasurer/Business Manager: The Treasurer/Business Manager shall keep an accurate record of all monies and other assets of the corporation and render accounts thereof to the Directors and the members whenever required. He/she shall deposit all monies of the corporation in its name and to its credit in such banks as the Board of Directors shall from time to time designate. He/she shall have power to endorse for deposit all notes, checks, and drafts received by the corporation. He/she shall disburse the funds of the corporation and shall have power to draw checks and drafts on the corporate bank accounts over his/her own signature alone. In the absence or disability of both the President and the Vice-President, he/she shall temporarily perform the duties of the President. He/she shall execute the directives of the Board of Directors.
- The Board of Directors shall maintain the following standing committees:
Duties to include: Budgeting, Financial Policy Drafting, Fundraising (shared with Promotion and Marketing Committee)
Duties to include: Maintenance of Building and Performance Facilities
Duties to include: Season Selection, Execution of Production
Promotion and Marketing
Duties to include: Marketing of Season Productions, Promotion of Organization in the Community, Fundraising (shared with Finance Committee)
Standing Committees shall meet as required to execute their functions. They shall provide reports at each meeting of the Board of Directors.
The Board of Directors may appoint special committees as required.
Monthly meetings of the Board of the Directors will be conducted the first Tuesday of each month of the calendar unless an alternate meeting time is required by the duties of the Board of Directors.
Each meeting shall include the following agenda items: call to order, approval of minutes, reports of the officers, reports of the committees, old business, new business, good of the order, and adjournment.
Amendments of By-Laws
- These By-Laws may be amended by the Board of Directors by a two-thirds (2/3) majority.