SUMMER SAVOYARDS, INC.
BYLAWS
BYLAWS
ARTICLE I
Name
The organization shall be known as the Summer Savoyards Incorporated, herein after referred to as the Summer Savoyards.
Article II
Purpose
It is the purpose of the Summer Savoyards to provide enjoyable
shows for our audience, and both an enjoyable summer and a learning
experience for our members, through the production of musical drama,
primarily the works of Gilbert and Sullivan.
Each show shall be done as professionally as possible, but not to the exclusion of anyone willing and ready to learn.
ARTICLE III
Members of the Organization
SECTION 1. GENERAL MEMBERSHIP. Any person who has ever worked on any Summer Savoyards production is considered to be a life member of the organization.
SECTION 2. VOTING MEMBERSHIP. All voting members shall
be seventeen or more years of age, or entering their senior year in
high school, and qualify under Section 1 above. Voting members may not
have been paid by the Summer Savoyards within the last 2 seasons.
SECTION 3. NON-VOTING MEMBERSHIP.
- Any person who has been paid for their work for the Summer Savoyards
within the last two seasons shall be a non-voting member. The
only exception may be an individual appointed to the
Advisory Board, and chosen by that body to be its President. That person
shall be a voting member of the Executive Board, as prescribed below in
Article IV, Section 1, Paragraphs B and C.
- Any member who has worked on a Summer Savoyards production, but not in the past two seasons, shall be a non-voting member.
- Any person under the age of seventeen who is accompanied by a member parent, may participate and be a non-voting member.
- Any person under the age of seventeen who, because of exceptional
talent is sponsored by a director and approved by the Board, shall be a
non-voting member.
ARTICLE IV
Board of Directors
SECTION 1. DUTIES AND AUTHORITY.
A. Divisions. The Summer Savoyards shall vest executive authority in an
Executive Board, and an Advisory Board. The
term "Board of Directors" refers to both the Executive and Advisory
Boards unless specifically stated, throughout the remainder of this document.
The Board of Directors shall have general responsibility for
carrying on the business of the Summer Savoyards, including but not
limited to:
- Selecting the show(s) for the current season;
- Choosing a theatre;
- Choosing the Show Production Staff and Business Manager as detailed later in this document;
- Scheduling meetings of the General Membership, and of the Board of Directors;
- Act as general financial overseer.
- Carrying out the duties of any officers or production staff not appointed or elected
B. Executive Board. The Executive Board is composed of eight (8) persons; seven (7) persons
elected by the voting membership, and the President of the Advisory
Board.
The Executive Board's responsibilities include but are not limited to:
- Electing a Chair, Vice-Chair, Secretary, and Treasurer from its seven members elected by the general voting membership;
- Selecting the Producer, and in consultation with the Producer, the
Musical, Stage, and Technical Directors, and the Costume and Set
Designers;
- Approving the season's budget;
- Approving funds for items not included in the budget;
- Approving at the end of the fiscal year, an audited, final statement of income.
C. Advisory Board. The Advisory Board is
composed of the Producer, the Musical, Stage and Technical
Directors, and the Costume and Set Designers, and other persons
appointed by the Executive Board, as described in Section 6 of this
article.
The Advisory Board's responsibilities include, but are not limited to:
- Electing from its members, a President, who shall be a voting member
of the Executive Board, except during votes on issues of their own
salary (if applicable) or line items in the annual budget;
- Providing the Executive Board with a broader spectrum of opinion and
expertise on the varied matters which arise during the season.
- Meeting at regular intervals, independently from the Executive Board.
SECTION 2. ELECTION OF THE EXECUTIVE BOARD.
A. General. Elections for
the Executive Board shall be held at a general membership meeting
on the first Friday following the close of the Summer show. The
elections shall
officially begin the new season. Any person(s) seeking (re)election
shall provide a list (verbal or written) of their accomplishments and
goals.
B. Terms. Terms for positions of the Executive Board shall be two years
each. Three positions shall expire during odd-numbered years, and four
positions shall expire during even-numbered years.
C. Qualifications. In order to be elected to the Executive Board, a
person must be a qualified voting member of the organization. Any
person running for election must be at least 19 years of age on or
before the subsequent December 31st.
D. Procedures. Voting members shall elect the Executive Board. At the
first meeting of the Executive Board, the Executive Board shall elect a Chair,
Vice-Chair, Secretary, and Treasurer from among themselves.
SECTION 3. REMOVAL OF MEMBERS OF THE EXECUTIVE BOARD. A member of the
Executive Board may be removed by a two-thirds majority vote of the
voting membership at a general membership meeting called for the specific
purpose of removal of an Executive Board member.
An Executive Board member shall be automatically removed from office
when that member has missed, without notice or valid excuse provided to the Chair, three
consecutive, regularly scheduled, Executive Board meetings, for
which proper notice has been given. The Chair shall give written warning to an Executive Board member who
misses two consecutive regularly scheduled meetings without notice or
valid excuse.
SECTION 4. RESIGNATION. A member of the Executive Board may resign from
the Board of Directors by giving written notice of such resignation to
the Chair of the Board of Directors or to the Secretary.
SECTION 5. VACANCIES. In the event of a vacancy on the Executive Board,
the Board of Directors shall appoint an eligible member to fill the
vacancy until the next Summer elections. At that
membership meeting, the elections shall be held, if necessary, to fill
the remainder of an unexpired term.
SECTION 6. ADVISORY BOARD.
A. Appointment of the Advisory Board. The
Executive Board shall appoint a non-voting Advisory Board consisting of
the Producer, the Musical, Stage and Technical Directors, and the
Costume and Set Designers upon their selection. The Executive Board is
at
liberty to appoint any other individuals to the Advisory Board at any
time during the season. The Advisory Board shall not exceed twelve
members.
B. Terms. The Producer, the Musical, Stage and
Technical Directors, and the Costume and Set Designers terms continue
until their successors are chosen. Terms for other positions on the Advisory Board shall be from
date of appointment to the end of the season during which the
appointment was made.
C. Qualifications. In order to be appointed to the Advisory Board, a
person must not be a member of the Executive Board unless they have
been selected for one of the aforementioned positions (Directors,
et. al). Otherwise, appointments may be made on the basis of
expertise, experience, and/or willingness to serve.
D. Procedures. The Executive Board shall appoint members to the Advisory Board.
SECTION 7. REMOVAL OF MEMBERS OF THE ADVISORY BOARD. A member of the
Advisory Board may be removed by a two-thirds majority vote of the
Executive Board. This vote may be taken at any regular meeting of the
Executive Board.
An Advisory Board member shall be automatically removed from office
when that member has missed, without notice or valid excuse provided to the Chair, three
consecutive, regularly scheduled, Advisory Board meetings, for
which proper notice has been given. The Chair shall give written warning to an Advisory Board member who
misses two consecutive regularly scheduled meetings without notice or
valid excuse.
SECTION 8. RESIGNATION. A member of the Advisory Board shall tender his
resignation in writing to the Chair or Secretary of the Executive
Board if that member is a contracted employee of the Summer Savoyards.
If the Advisory Board member is not a contracted employee of the Summer
Savoyards, then their resignation may be made verbally to the Chair
or Secretary of the Executive Board.
ARTICLE V
Meetings of Members of the Organization
and the Board of Directors
Powers of the Board of Directors
SECTION 1. POWERS. The Board of Directors shall have full power and authority to exercise all the powers of the organization.
SECTION 2. GENERAL MEETING. A meeting of the
General Membership, or
General Meeting, shall be any such meeting called by the Board of
Directors at which any constitutional business is to be discussed
and/or voted upon. A General Meeting is open to all members, voting and
non-voting. Advance notice of a General Meeting may be given by
telephone, post or electronic mail. A general meeting shall be
considered official only if at least fifteen (15) voting members are
present, including members of the Board of Directors.
SECTION 3. MEETINGS OF THE BOARD OF DIRECTORS. Meetings of the Board of
Directors shall be held monthly. Notice by telephone or electronic mail of such meetings shall
serve as sufficient notice. Board of Directors meetings are open to
any member, unless the meeting is closed for specifically stated
reasons by the vote of the Board. However, the Executive Board may
enter into closed session for discussion of personnel or contract
matters only.
SECTION 4. EMERGENCY MEETINGS OF THE BOARD OF DIRECTORS. Emergency
meetings of the Board of Directors may be called by the Chair or
by the Secretary at the request of any two (2) members
of the Board.
SECTION 5. QUORUM. A majority of the members of the Executive Board
shall constitute a quorum at Board of Director meetings. A quorum of
the general membership at a general membership meeting shall consist of
no less than fifteen (15) voting members, including the members of the Board
of Directors. Members not present may not be nominated for open positions without their prior written consent.
SECTION 6. VOTE REQUIRED FOR ACTION BY THE BOARD OF DIRECTORS. No
action may be taken by the Board of Directors except by a majority vote
of those members present. Proxy voting is allowed only by formal, written, single topic directorship.
ARTICLE VI
Committees
The Chair, with the approval of the Board of Directors, may appoint
committees composed of members of the Board of Directors and members of
the organization, voting or otherwise, from time to time as necessary
to the operation of the organization.
ARTICLE VII
Duties
SECTION 1. CHAIR OF THE BOARD. The Chair of the Board shall
preside over all meetings of the Board of Directors and General
Membership. The Chair shall be the official representative of, and spokesman
for, the Summer Savoyards. The Chair, or Acting Chair, shall not
vote, except in the event of a tie. The Chair may not serve as
Producer or Business Manager.
SECTION 2. VICE-CHAIR. The Vice-Chair of the Board shall assume
the duties of the Chair in the Chair's absence. The Vice-Chair shall be a
member of all committees, and shall be the official liaison between
the Summer Savoyards and other organizations. The Vice-Chair is required to attend all official Summer Savoyards functions.
SECTION 3. SECRETARY. The Secretary shall keep the official records of
any Board or General Membership meeting. Any motion or amendment passed
at such meetings shall be included in the Secretary's minutes. The Secretary shall
handle all official correspondence of the Summer Savoyards. The
Secretary shall prepare, in consultation with the Chair, an agenda
for each Board or General Membership meeting, and distribute the agenda
to all Board Members at least two days before said meeting. At
each meeting of the Executive Board, the Secretary shall provide a
printed copy of the minutes of the previous Executive Board meeting to
each Executive Board member. Additional copies of the minutes shall be
made available upon request. In the
absence of the Chair and the Vice-Chair, the Secretary shall
assume both their duties. The Secretary may not serve as Business
Manager.
SECTION 4. TREASURER. The Treasurer shall oversee the financial aspects
of the organization. The Treasurer shall, in conjunction with the Producer and the
Business Manager, prepare a fiscal year budget, to be submitted to the
Board of Directors for approval. The Treasurer, with the Business
Manager, shall be responsible for submitting grant applications, and for
preparing any necessary documentation required by the grantor. The
Treasurer may not serve as Business Manager or Producer. In the absence
of the other three officers, the Treasurer shall assume their duties.
SECTION 5. BUSINESS MANAGER. The Business Manager shall be responsible
to the Treasurer for maintaining accurate business records for the
organization. The Business Manager shall be responsible for recording all business
transactions, paying all bills, collecting monies and making proper
bank deposits, along with maintaining the group's checkbook.
The Business Manager, with the Treasurer and the Producer, shall draw
up a budget for approval by the Board of Directors. At the end of each
fiscal year the Business Manager shall draw up a final financial statement, in conjunction
with the Treasurer, to be submitted to the Board.
The Business Manager and the Treasurer shall be responsible for
submitting grant applications, and for preparing any necessary
documentation required by the grantor. The Business Manager may not
serve as Chair of the Board, Treasurer, or Producer.
SECTION 6. PRODUCER. The Board of Directors shall act as Producer for
the upcoming Summer show until a specific Producer is appointed. In
that capacity, the Board may make appointments to any production staff
position it deems necessary.
The Producer shall coordinate and supervise the various aspects of the
production of all shows for-which (s)he is appointed. The Producer is
directly responsible to the Board of Directors, and is also responsible
for carrying out the duties of the Producer as further defined in the
Policy and Production Manual of the Summer Savoyards. The Producer shall have authority to
exercise the powers of the Board of Directors, but only within the
jurisdiction set forth by the Board.
Together with the Treasurer and Business Manager, the Producer shall
draw up the budget and authorize purchases made for shows, keeping
within the respective line item budgets. The Producer may not serve as
Business Manager, Chair of the Board, Treasurer, Music Director,
Stage Director, or Technical Director. Further duties and
responsibilities of the Producer are defined in the Policy and
Production Manual.
SECTION 7. MUSICAL DIRECTOR. The Musical Director is directly
responsible to the Board of Directors and the Producer. The Musical Director is also responsible for the
musical production of the show, and for carrying out the duties of the
Musical Director as stated in the Policy and Production Manual of the
Summer Savoyards.
The Musical Director may not perform in a Summer Savoyards production
except in extraordinary circumstances and then only with the express
permission of the Board of Directors.
SECTION 8. STAGE DIRECTOR. The Stage Director is directly responsible
to the Board of Directors and the Producer. The Stage Director is also responsible for the staged
production of the show, and for carrying out the duties of the Stage
Director, as stated in the Policy and Production Manual of the Summer
Savoyards.
The Stage Director may not perform in a Summer Savoyards production
except in extraordinary circumstances and then only with the express
permission of the Board of Directors.
SECTION 9. TECHNICAL DIRECTOR. The Technical Director shall be
responsible for the technical aspects of the production as defined in
the Policy and Production Manual of the Summer Savoyards. The
Technical Director is directly responsible to the Board of Directors,
and the Producer.
The Technical Director may not perform in a Summer Savoyard responsible to the Board of Directors, and the Producer.s production
except in extraordinary circumstances and then only with the express
permission of the Board of Directors.
SECTION 10. AUXILIARY PRODUCER. An Auxiliary Producer may be appointed by the Board of Directors to coordinate and
supervise a production, other than the primary Summer production. The
Auxiliary Producer shall, together with the Treasurer and
Business Manager, draft a budget and maintain financial records for the
production. The Auxiliary Producer shall
submit to the Board of Directors, the production schedule, the
location, and show title.
The Auxiliary Producer shall attend Board meeting and provide
progress updates. The Auxiliary Producer shall be responsible for providing detailed status
and financial reports, as required by the Board of Directors.
The Auxiliary Producer does not have the authority to enter
into contracts on behalf of the Summer Savoyards. The Chair of the
Board, the Treasurer and the Business Manager have authority to sign contracts for auxiliary productions.
The Auxiliary Producer may not be the Chair, Treasurer, or Business Manager.
ARTICLE VIII
Staff
SECTION 1. GENERAL. The Board of Directors shall employ paid and unpaid
people, as the need arises, to meet the needs of the Summer Savoyards.
No other person, committee, or group shall enter into contract,
negotiation, agreement, or discussion of employment salary, gratuity,
or duties with any person or organization in the name of the Summer
Savoyards without the specific consent of the Executive Board of
Directors. All persons working for the Summer Savoyards for monetary
remuneration shall have a written contract.
SECTION 2. ORCHESTRA. The Board of Directors shall agree upon a fixed
fee or gratuity for members of the orchestra. This fee or gratuity
shall not be exceeded for any members of the orchestra without the
specific approval of the Executive Board of Directors at the request of
the Musical Director.
SECTION 3. PROFESSIONAL EMPLOYMENT. With the exception of those
positions detailed in Article VII of these Bylaws, the Summer Savoyards
shall not provide professional employment to any persons except where
dictated by theatre contract, law, or business protocol.
All persons involved in Summer Savoyards productions, except those
people holding positions as outlined in Article VII of these Bylaws,
shall be regarded as amateurs by the Summer Savoyards, regardless of
occupation, status, or association with professional organizations.
ARTICLE IX
Fiscal
SECTION 1. FISCAL YEAR. The fiscal year of the Summer Savoyards shall be from November 1 to October 31.
SECTION 2. BUDGET. The annual budget shall be drawn up by the
Treasurer, Business Manager, and producer, to be submitted to the Board
of Directors by March 1, for approval. The Producer and Business
Manager shall be responsible for the budget throughout the season. At
the end of a season, a final statement shall be submitted to the Board
of Directors by November 30, listing budget and actual amounts spent,
reporting any income or deficits on a production.
SECTION 3. ACCOUNTS. The organization shall maintain at least two
banking accounts, one checking and one savings. Signatures required for
these accounts shall be determined on a year-to-year basis by the Board
of Directors. The three people who shall be eligible to sign are the
Chair of the Board, the Treasurer, and the Business Manager.
ARTICLE X
Amendments to Bylaws
Amendments to these Bylaws shall be submitted to the Executive Board in
writing. If approved by a majority of the Board, two-thirds (2/3) of a
general meeting shall effect the change. If not approved by a majority
of the Board, three-quarters (3/4) approval of a general meeting shall
be required to effect the change.
ARTICLE XI
Definition of Season
The acting season extends from the General Meeting directly after the
final performance of the Summer production to the General Meeting
following the next summer's production.
Bylaws updated December 1985
Rewritten and submitted to the Board of
Directors by the Bylaws Revision Committee - Mary Jo Baker, Virginia
Howell, and Judith H. Mica.
Revisions accepted by the general
membership, December 1985.
Bylaws retyped 8/12/98. JHM.
Bylaws revised December, 2005
Revised and submitted to the Board of Directotrs by the Bylaws Revision
Committee - Thomas R. Blake, Stephen M. DellĠAversano, Andra Gregori,
Joshua Thorpe, Richard P. Vollmer, David P. Wiktorek, Sherry Williamson
Revisions accepted by the general membership, December 30, 2005