ARTICLE I -- STATEMENT OF PRINCIPLES

The Mount Vernon Players, a non-profit organization, shall have as its foremost objective the creation of quality theatrical experiences, both as audience and participant, for members of the Mount Vernon and Knox County communities.

Furthermore, we endeavor to provide a constant forum for theatrical education, learning from each other, as well as from our collective successes and failures.

We believe that the success of our organization is commensurate with the personal enrichment experienced by each member, and by our ability to attract increasing numbers from the community to our midst.

Accordingly, we shall always welcome new participants in our learning and fellowship.

We cherish our amateur status, not only because it exhibits our commitment to the theater novice, but also because it demonstrates our pursuit of theater for theater¹s sake alone.

We acknowledge that, as in the professional ranks, a true theatrical education requires knowledge of all facets of the craft, both dramatic and technical.

We therefore, shall encourage our members to participate in a wide spectrum of production tasks in the belief that work in one area illuminates, and is illuminated by, work in another.


ARTICLE II -- GENERAL MEMBERSHIP

Section 1.
Membership in the Mount Vernon Players shall be open to any person expressing an interest in community theater.

Section 2.
Cost of annual dues, shall be determined by the Board of Trustees.

Section 3.
Members shall receive the Mount Vernon Players Newsletter at regular intervals - on-line format acceptable means of posting, members without access to the internet may ask for hard copy
[Note: clarification of “acceptable means” added July 28, 2008]

Section 4.
Members are expected to make a reasonable effort to attend all general membership meetings and group functions. Members are invited to attend all monthly meetings of the Board of Trustees.

Section 5.
The term of membership shall be from August 1 through July 30. All membership renewal payments are due August 1 annually.


ARTICLE III -- MEETINGS OF THE BOARD OF TRUSTEES & GENERAL MEMBERSHIP

Section 1.
Meetings of the Board of Trustees shall be held monthly at a place and time determined by the Board of Trustees, and shall be open to all members. Meetings of the Board of Trustees may be canceled by a majority vote of the Board of Trustees.

Section 2.
Special meetings of the Board of Trustees may be held at the call of the President, and (s)he shall call the same at the written request of two or more trustees.

Section 3.
At all Board meetings a majority of the board shall constitute a quorum.

Section 4.
An executive session of the Board of Trustees (exclusive of the general membership) may be called by the President, and (s)he shall call the same at the written request of at least two trustees.

Section 5.
An annual general membership meeting for the purpose of electing new trustees shall be called by the President within thirty (30) days of the closing of the summer musical. If no summer musical has been presented, said meeting shall be held anytime during the month of August. At least ten (10) days notice, prior to the meeting, must be given to the general membership. All means should be taken to contact general membership for meeting. Examples of acceptable means include: newspaper article, e-mail and posting on web site (currently http://www.mtvplayers.com)
[Note: clarification of “acceptable means” added July 28, 2006]

Section 6.
The President may call a meeting of the general membership at any time during the year, provided at least ten(10) days notice is given to the general membership. The President shall call the same upon the written request of at least twenty-five percent (25%) of the general membership.

Section 7.
A quorum at all properly advertised general membership meetings shall consist of the number of members attending said meetings.

Section 8.
The order of business at all Board of Trustees and General Membership meetings shall be as follows: Reading minutes of previous meeting and acting thereon; Reports of committees; Financial report by Treasurer; Old business; New business; Adjournment.

Section 9.
Where this constitution fails to provide authority for procedure, Robert¹s Rules of Order (a guide to parliamentary procedures) shall be used.


ARTICLE IV -- DUTIES OF THE BOARD OF TRUSTEES

Section 1.
It shall be the purpose of the Board of Trustees to exercise, conduct, and control the corporate powers, property and affairs of the Corporation as specified in this Code of By-Laws.

Section 2.
The Board of Trustees shall exercise authority in the dispensation of Corporate funds and may delegate certain financial authority to its Finance Committee (See Article VII, Section 1a.)

Section 3.
The Board of Trustees shall have final authority in the selection of scripts and/or programs for presentation.

a. The Board shall hear recommendations for the annual musical from the general membership at the meeting designated for election of new trustees.
b. Prospective directors for the summer musical shall make known their intentions to the Board, which will screen candidates and select a director. The director shall be accountable in all matters, financial and otherwise, to the board, and may be asked to submit a progress reports at regular meetings. The major roles of any summer musical production shall be cast only from among those persons participating in scheduled auditions for said production. Individual exceptions may be made with the approval of the majority of the board members.
c. All directors will hold open auditions for a given show. At least one audition will be held for at least one hour at a publicized date and time with a contact number of the director. No casting will occur before public auditions.
d. Productions during the remainder of the year may be proposed by any member wishing to direct. A written tentative budget must be submitted with the oral or written proposal to the Board. All directors receiving approval are subject to accountability specified in Article IV, Section 3b.

Section 4.
The Board of Trustees may contract personnel within or outside the Mount Vernon Players for services required by the organization. This may include directors, musicians, technicians and others who may be needed to mount a production.


ARTICLE V --THE ELECTION OF THE BOARD OF TRUSTEES

Section 1.
The Board of Trustees shall consist of nine adult members (Age 18 and older), and two youth members (Age 14-17).

Section 2.
The term of office for adult trustees shall be two years. The term of youth trustees shall be one year.
(NOTE: The phrase “No adult trustee may serve more than two terms consecutively.” removed August 13, 2017 by majority vote of the General Membership)

Section 3.
In alternating years at the designated membership meeting (See Article III, Section 5.) four or five new board members shall be elected, as well as the two youth members that shall be elected each year.

Section 4.
Adult trustees shall have voting privileges. Each Adult vote is equal to 1 vote. Youth trustees shall have 1/2 vote each.

Section 5.
The dues paid adult and youth membership shall vote for their respective slates (See Article VIII, Section 4.) by secret ballot. They shall vote for no more nominees than exist vacancies. Improperly marked ballots shall be voided. The President shall appoint a three member panel to tabulate votes.
The nominees receiving the highest number of votes shall be declared winners. The Secretary shall keep a record of the balloting to aid in filling subsequent board vacancies.

Section 6.
Any trustee who misses three consecutive meetings not excused shall be replaced at the discretion of the President.


ARTICLE VI --THE ELECTION OF OFFICERS OF THE BOARD OF TRUSTEES

Section 1.
The officers of the Board of Trustees shall be elected annually in a special board meeting immediately following the election of trustees. Officers shall be elected by the newly elected members of the Board of Trustees. Officers to be elected include; President, Vice President, Secretary, Treasurer. Youth members may not serve as officers.

Section 2.
Nominations shall be made from the Board membership for each office to be filled. Board members shall vote by secret ballot with the outgoing president and one additional board member (not a nominee for the office being considered) counting the votes. The nominee with the largest number of votes shall be declared the winner.

Section 3.
The President shall be elected from among those trustees who have served at least one year on the board at some previous time.


ARTICLE VII -- DUTIES OF THE OFFICERS OF THE BOARD OF TRUSTEES

Section 1.
The President and Vice President. It shall be the duty of the President to preside at all meetings of the board and all general membership meetings, to sign the record thereof, and in general to perform all the duties usual to such office, or which may be required by the Board of Trustees. It shall be the duty of the Vice President to perform all the duties of the President in the President¹s absence. In addition the Vice President shall serve as the chairperson of the Board¹s Membership Committee (See Article VIII, Section 1b).

Section 2.
Duties of the Secretary. It shall be the duty of the Secretary to keep an accurate record of the acts and proceedings of general membership and Board of Trustees meetings, and to properly transcribe same into the Corporation record book; on the expiration of his (her) term of office the Secretary shall deliver all books, papers and property of the Corporation to his (her) successor or to the President of the board. The Secretary shall, additionally handle all correspondence necessary to the operation of the Corporation, and shall delegate the responsibility of the issuing the Mount Vernon Players¹ newsletter at regular intervals dictated by the Board.

Section 3.
Duties of the Treasurer. The Treasurer shall receive and safely keep all money belonging to the Corporation, and disburse the same, under the direction of the Board of Trustees; shall keep an accurate account of the finance of the corporation, in books specially to be provided him for that purpose, and hold the same for inspection and examination of the Trustees and any committee appointed for such purpose, and shall present abstract of the same at the annual meeting of the membership at any Membership Meeting when requested. The Treasurer shall make a report of all receipts and expenditures and report a current balance for the Secretary¹s records at each board meeting. On the expiration of his /her term, the Treasurer shall deliver all money and other property of the Corporation into the hands of his/her successor or of the President. The Treasurer shall chair the Finance Committee of the Board of Trustees (See Article VIII, Section 1a).


ARTICLE VIII --COMMITTEES OF THE BOARD OF TRUSTEES

Section 1.
The President shall appoint members of the board, other than himself/herself, to the following committees, which shall make reports to the board at each regular meeting.

a. Finance Committee. Shall be composed of three adult members, including the Treasurer of the Board who shall act as chairperson. Its duties shall be to approve or deny legitimate requests for Corporation funds up to and including fifty dollars ($50) in the interim between regular board meetings. All three committee members must approve request before funds are dispensed. In emergency situations, any two board members, together with the treasurer, may approve such request. All requests for funds in excess of fifty dollars, and those requests that fail to gain said approval, shall be presented to the full Board for consideration.

1. The board of trustees will appoint a Producer for every production. This person will work with the director to facilitate the production and will report directly to the finance committee. Duties will include: Marketing and sales, budgetary items such as financing for props, costumes, sets, etc., management of ticket sales, etc.
(NOTE: Section VIII-1-a-1 added August 13, 2017 by majority vote of General Membership)

b. Membership Committee. Shall be composed of four members (three adults and one youth member), including the Vice-President who shall function as chairperson. Its purpose shall be to coordinate the Players¹ outreach for new members. It shall provide appropriate hospitality or membership tables at Players productions, prepare name tags, conduct introductions and welcome newcomers at Players auditions, meetings, workshops, open houses, etc.

c. Special Affairs Committee. Shall be composed of two adult members and one youth member, with a chairperson to be selected by committee members. Its duties shall be to coordinate any special functions sponsored by the Players. This may include items such as participation in a parade, workshops, open houses, parties, etc.

d. Reading Committee. Shall be composed of at least three adult members and one youth member, with a chairperson to be selected by committee members. Duties shall be to read, discuss and chose shows from which to propose a yearly slate of productions.
(NOTE: Article VIII-1-d added August 13, 2017 by majority vote of General Membership)

Section 2.
Committees shall be encouraged to draft interested members from the general membership for service in their group.

Section 3.
An Audit Committee, consisting of three members, shall be appointed by the President with board approval, for the purpose of reviewing and confirming the records of the Treasurer once yearly. This action shall take place no later than 30 days following the election of new trustees. The Audit Committee shall submit a signed statement of their findings to the board within seven (7) days of the audit.

Section 4.
The Board of Trustees shall designate in July a nominating committee for the purpose of composing a slate of candidates for trustees¹ election. The committee shall consist of one trustee and two representatives from the general membership. The committee shall select at least as many nominees as the number of adult trustee vacancies and at least two candidates for the yearly youth trustee vacancies. Both the adult and youth slates may be augmented by nominations form the floor before balloting.


ARTICLE IX -- AMENDMENT PROCEDURE

Section 1.
This Code of By-Laws may be amended or a new one adopted by 2/3 approval of Board members, followed by the approval of two thirds of the general membership attending a meeting specifically labeled a “Constitutional” meeting and publicized at least 10 days in advance. Those members unable to attend said meeting may file an absentee ballot with the Secretary prior to the meeting.

Section 2.
Any member, may propose amendments to the Board for consideration.


ARTICLE X -- FISCAL YEAR AND TERM OF OFFICE OF THE BOARD OF TRUSTEES

Section 1.
The fiscal year for the Mount Vernon Players shall be October 1 through September 30.

Section 2.
The Board of Trustees duly elected at the Annual General membership Meeting, shall elect the officers of the Board of Trustees per Article VI. After the Officers are elected, the newly elected Board of Trustees shall assume operations of the organization immediately.


ARTICLE XI – AMENDMENTS

Section 1.
Amendment 1- DISSOLUTION CLAUSE AMENDMENT
[Note: unanimous vote of general meeting on July 19, 2006, after unanimous vote by Board of Trustees on July 8, 2006 in accordance with above stated process for making amendments]
Upon the dissolution of this organization, assets shall be distributed for one or more 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.