© 2018 by Summer Savoyards Inc. 
 

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 enjoyableshows for our audience, and both an enjoyable summer and a learningexperience 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 shallbe seventeen or more years of age, or entering their senior year inhigh school, and qualify under Section 1 above. Voting members may nothave 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 Savoyardswithin the last two seasons shall be a non-voting member.  Theonly exception may be an individual appointed to theAdvisory Board, and chosen by that body to be its President. That personshall be a voting member of the Executive Board, as prescribed below inArticle 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 exceptionaltalent is sponsored by a director and approved by the Board, shall be anon-voting member.

ARTICLE IV

 

Board of Directors

SECTION 1. DUTIES AND AUTHORITY.
A. Divisions. The Summer Savoyards shall vest executive authority in anExecutive Board, and an Advisory Board. Theterm "Board of Directors" refers to both the Executive and AdvisoryBoards unless specifically stated, throughout the remainder of this document.

The Board of Directors shall have general responsibility forcarrying on the business of the Summer Savoyards, including but notlimited 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) personselected by the voting membership, and the President of the AdvisoryBoard.

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, theMusical, Stage, and Technical Directors, and the Costume and SetDesigners;

  • 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 iscomposed of the Producer, the Musical, Stage and TechnicalDirectors, and the Costume and Set Designers, and other personsappointed by the Executive Board, as described in Section 6 of thisarticle.The Advisory Board's responsibilities include, but are not limited to:

  • Electing from its members, a President, who shall be a voting memberof the Executive Board, except during votes on issues of their ownsalary (if applicable) or line items in the annual budget;

  • Providing the Executive Board with a broader spectrum of opinion andexpertise 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 forthe Executive Board shall be held at a general membership meetingon the first Friday following the close of the Summer show. Theelections shallofficially begin the new season. Any person(s) seeking (re)electionshall provide a list (verbal or written) of their accomplishments andgoals.B. Terms. Terms for positions of the Executive Board shall be two yearseach. Three positions shall expire during odd-numbered years, and fourpositions shall expire during even-numbered years.C. Qualifications. In order to be elected to the Executive Board, aperson must be a qualified voting member of the organization. Anyperson running for election must be at least 19 years of age on orbefore the subsequent December 31st.D. Procedures. Voting members shall elect the Executive Board. At thefirst 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 theExecutive Board may be removed by a two-thirds majority vote of thevoting membership at a general membership meeting called for the specificpurpose of removal of an Executive Board member.An Executive Board member shall be automatically removed from officewhen that member has missed, without notice or valid excuse provided to the Chair, threeconsecutive, regularly scheduled, Executive Board meetings, forwhich proper notice has been given. The Chair shall give written warning to an Executive Board member whomisses two consecutive regularly scheduled meetings without notice orvalid excuse.SECTION 4. RESIGNATION. A member of the Executive Board may resign fromthe Board of Directors by giving written notice of such resignation tothe 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 thevacancy until the next Summer elections. At thatmembership meeting, the elections shall be held, if necessary, to fillthe remainder of an unexpired term.SECTION 6. ADVISORY BOARD.A. Appointment of the Advisory Board. TheExecutive Board shall appoint a non-voting Advisory Board consisting ofthe Producer, the Musical, Stage and Technical Directors, and theCostume and Set Designers upon their selection. The Executive Board isatliberty to appoint any other individuals to the Advisory Board at anytime during the season. The Advisory Board shall not exceed twelvemembers.B. Terms. The Producer, the Musical, Stage andTechnical Directors, and the Costume and Set Designers terms continueuntil their successors are chosen. Terms for other positions on the Advisory Board shall be fromdate of appointment to the end of the season during which theappointment was made.C. Qualifications. In order to be appointed to the Advisory Board, aperson must not be a member of the Executive Board unless they havebeen selected for one of the aforementioned positions (Directors,et. al). Otherwise, appointments may be made on the basis ofexpertise, 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 theAdvisory Board may be removed by a two-thirds majority vote of theExecutive Board. This vote may be taken at any regular meeting of theExecutive Board.An Advisory Board member shall be automatically removed from officewhen that member has missed, without notice or valid excuse provided to the Chair, threeconsecutive, regularly scheduled, Advisory Board meetings, forwhich proper notice has been given. The Chair shall give written warning to an Advisory Board member whomisses two consecutive regularly scheduled meetings without notice orvalid excuse.SECTION 8. RESIGNATION. A member of the Advisory Board shall tender hisresignation in writing to the Chair or Secretary of the ExecutiveBoard if that member is a contracted employee of the Summer Savoyards.If the Advisory Board member is not a contracted employee of the SummerSavoyards, then their resignation may be made verbally to the Chairor 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 theGeneral Membership, orGeneral Meeting, shall be any such meeting called by the Board ofDirectors at which any constitutional business is to be discussedand/or voted upon. A General Meeting is open to all members, voting andnon-voting. Advance notice of a General Meeting may be given bytelephone, post or electronic mail. A general meeting shall beconsidered official only if at least fifteen (15) voting members arepresent, including members of the Board of Directors.SECTION 3. MEETINGS OF THE BOARD OF DIRECTORS. Meetings of the Board ofDirectors shall be held monthly. Notice by telephone or electronic mail of such meetings shallserve as sufficient notice. Board of Directors meetings are open toany member, unless the meeting is closed for specifically statedreasons by the vote of the Board. However, the Executive Board mayenter into closed session for discussion of personnel or contractmatters only.SECTION 4. EMERGENCY MEETINGS OF THE BOARD OF DIRECTORS. Emergencymeetings of the Board of Directors may be called by the Chair orby the Secretary at the request of any two (2) membersof the Board.SECTION 5. QUORUM. A majority of the members of the Executive Boardshall constitute a quorum at Board of Director meetings. A quorum ofthe general membership at a general membership meeting shall consist ofno less than fifteen (15) voting members, including the members of the Boardof 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. Noaction may be taken by the Board of Directors except by a majority voteof 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 appointcommittees composed of members of the Board of Directors and members ofthe organization, voting or otherwise, from time to time as necessaryto the operation of the organization.

ARTICLE VII

 

Duties

SECTION 1. CHAIR OF THE BOARD. The Chair of the Board shallpreside over all meetings of the Board of Directors and GeneralMembership. The Chair shall be the official representative of, and spokesmanfor, the Summer Savoyards. The Chair, or Acting Chair, shall notvote, except in the event of a tie. The Chair may not serve asProducer or Business Manager.SECTION 2. VICE-CHAIR. The Vice-Chair of the Board shall assumethe duties of the Chair in the Chair's absence. The Vice-Chair shall be amember of all committees, and shall be the official liaison betweenthe 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 ofany Board or General Membership meeting. Any motion or amendment passedat such meetings shall be included in the Secretary's minutes. The Secretary shallhandle all official correspondence of the Summer Savoyards. TheSecretary shall prepare, in consultation with the Chair, an agendafor each Board or General Membership meeting, and distribute the agendato all Board Members at least two days before said meeting. Ateach meeting of the Executive Board, the Secretary shall provide aprinted copy of the minutes of the previous Executive Board meeting toeach Executive Board member. Additional copies of the minutes shall bemade available upon request. In theabsence of the Chair and the Vice-Chair, the Secretary shall assume both their duties. The Secretary may not serve as BusinessManager.SECTION 4. TREASURER. The Treasurer shall oversee the financial aspectsof the organization. The Treasurer shall, in conjunction with the Producer and theBusiness Manager, prepare a fiscal year budget, to be submitted to theBoard of Directors for approval. The Treasurer, with the BusinessManager, shall be responsible for submitting grant applications, and forpreparing any necessary documentation required by the grantor. TheTreasurer may not serve as Business Manager or Producer. In the absenceof the other three officers, the Treasurer shall assume their duties.SECTION 5. BUSINESS MANAGER. The Business Manager shall be responsibleto the Treasurer for maintaining accurate business records for theorganization. The Business Manager shall be responsible for recording all businesstransactions, paying all bills, collecting monies and making properbank deposits, along with maintaining the group's checkbook.The Business Manager, with the Treasurer and the Producer, shall drawup a budget for approval by the Board of Directors. At the end of eachfiscal year the Business Manager shall draw up a final financial statement, in conjunctionwith the Treasurer, to be submitted to the Board.The Business Manager and the Treasurer shall be responsible forsubmitting grant applications, and for preparing any necessarydocumentation required by the grantor. The Business Manager may notserve as Chair of the Board, Treasurer, or Producer.SECTION 6. PRODUCER. The Board of Directors shall act as Producer forthe upcoming Summer show until a specific Producer is appointed. Inthat capacity, the Board may make appointments to any production staffposition it deems necessary.The Producer shall coordinate and supervise the various aspects of theproduction of all shows for-which (s)he is appointed. The Producer isdirectly responsible to the Board of Directors, and is also responsiblefor carrying out the duties of the Producer as further defined in thePolicy and Production Manual of the Summer Savoyards. The Producer shall have authority toexercise the powers of the Board of Directors, but only within thejurisdiction set forth by the Board.Together with the Treasurer and Business Manager, the Producer shalldraw up the budget and authorize purchases made for shows, keepingwithin the respective line item budgets. The Producer may not serve asBusiness Manager, Chair of the Board, Treasurer, Music Director,Stage Director, or Technical Director. Further duties andresponsibilities of the Producer are defined in the Policy andProduction Manual.SECTION 7. MUSICAL DIRECTOR. The Musical Director is directlyresponsible to the Board of Directors and the Producer. The Musical Director is also responsible for themusical production of the show, and for carrying out the duties of theMusical Director as stated in the Policy and Production Manual of theSummer Savoyards.The Musical Director may not perform in a Summer Savoyards productionexcept in extraordinary circumstances and then only with the expresspermission of the Board of Directors.SECTION 8. STAGE DIRECTOR. The Stage Director is directly responsibleto the Board of Directors and the Producer. The Stage Director is also responsible for the stagedproduction of the show, and for carrying out the duties of the StageDirector, as stated in the Policy and Production Manual of the SummerSavoyards.The Stage Director may not perform in a Summer Savoyards productionexcept in extraordinary circumstances and then only with the expresspermission of the Board of Directors.SECTION 9. TECHNICAL DIRECTOR. The Technical Director shall beresponsible for the technical aspects of the production as defined inthe Policy and Production Manual of the Summer Savoyards. TheTechnical 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 productionexcept in extraordinary circumstances and then only with the expresspermission of the Board of Directors. SECTION 10. AUXILIARY PRODUCER. An Auxiliary Producer may be appointed by the Board of Directors to coordinate andsupervise a production, other than the primary Summer production. TheAuxiliary Producer shall, together with the Treasurer andBusiness Manager, draft a budget and maintain financial records for theproduction. The Auxiliary Producer shallsubmit to the Board of Directors, the production schedule, thelocation, and show title.The Auxiliary Producer shall attend Board meeting and provideprogress updates. The Auxiliary Producer shall be responsible for providing detailed statusand financial reports, as required by the Board of Directors.The Auxiliary Producer does not have the authority to enterinto contracts on behalf of the Summer Savoyards. The Chair of theBoard, 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 unpaidpeople, 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 SummerSavoyards without the specific consent of the Executive Board ofDirectors. All persons working for the Summer Savoyards for monetaryremuneration shall have a written contract.SECTION 2. ORCHESTRA. The Board of Directors shall agree upon a fixedfee or gratuity for members of the orchestra. This fee or gratuityshall not be exceeded for any members of the orchestra without thespecific approval of the Executive Board of Directors at the request ofthe Musical Director.SECTION 3. PROFESSIONAL EMPLOYMENT. With the exception of thosepositions detailed in Article VII of these Bylaws, the Summer Savoyardsshall not provide professional employment to any persons except wheredictated by theatre contract, law, or business protocol.All persons involved in Summer Savoyards productions, except thosepeople holding positions as outlined in Article VII of these Bylaws,shall be regarded as amateurs by the Summer Savoyards, regardless ofoccupation, 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 theTreasurer, Business Manager, and producer, to be submitted to the Boardof Directors by March 1, for approval. The Producer and BusinessManager shall be responsible for the budget throughout the season. Atthe end of a season, a final statement shall be submitted to the Boardof 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 twobanking accounts, one checking and one savings. Signatures required forthese accounts shall be determined on a year-to-year basis by the Boardof Directors. The three people who shall be eligible to sign are theChair 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 inwriting. If approved by a majority of the Board, two-thirds (2/3) of ageneral meeting shall effect the change. If not approved by a majorityof the Board, three-quarters (3/4) approval of a general meeting shallbe required to effect the change.

ARTICLE XI

Definition of Season

The acting season extends from the General Meeting directly after thefinal performance of the Summer production to the General Meetingfollowing the next summer's production.

Bylaws updated December 1985
Rewritten and submitted to the Board ofDirectors by the Bylaws Revision Committee - Mary Jo Baker, VirginiaHowell, and Judith H. Mica.
Revisions accepted by the generalmembership, December 1985.Bylaws retyped 8/12/98. JHM.

Bylaws revised December, 2005
Revised and submitted to the Board of Directotrs by the Bylaws RevisionCommittee - Thomas R. Blake, Stephen M. DellÕAversano, Andréa Gregori,Joshua Thorpe, Richard P. Vollmer, David P. Wiktorek, Sherry Williamson
Revisions accepted by the general membership, December 30, 2005