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Silver City Community Theatre                                              EIN:47-2285460

 

BYLAWS

 

The Silver City Community Theatre, (hereinafter SCCT), a nonprofit membership corporation, adopts the following bylaws:

 

ARTICLE 1 Mission

 

             

SCCT enriches rural New Mexico through performance arts and trainings for adults and youth.

 

ARTICLE II Fiscal Year, Membership Year

 

The fiscal and membership year of  SCCT shall begin on March 1st with an Annual Membership Meeting each March.

 

 

ARTICLE III Performance and Membership

 

SCCT has one category of membership: Voting. Voting members shall be persons who support the SCCT mission who in the discretion of the Board of Directors will uphold the purposes of the SCCT.

 

  1. A performance is any SCCT production put on for an audience.

 

  1. Anyone who participates in and/or contributes time to SCCT and SCCT performance(s) during the preceding membership year may claim SCCT voting membership.

 

C.         Removal. Any member may be removed from SCCT membership by a majority vote of the full Board of Directors if the Board finds the member's objectives are no longer in accord with the SCCT mission.

ARTICLE IV Board of Directors

 

  1. General Powers, Qualifications and Responsibilities. The SCCT has a Board of five (5) to seven (7) members. Unless otherwise provided in the Articles of Incorporation or these Bylaws, all corporate powers of the SCCT shall be exercised by and under the authority and direction of the Board of Directors. Powers of the Board shall include, but not limited to:

 

  1. Properly execute fiduciary responsibilities to SCCT,

  2. Promote and develop the SCCT Mission,

  3. Enforce the Bylaws,

  4. Raise funds to meet the SCCT Mission,

  5. Form Standing and Ad Hoc Committees,

  6. Appoint and elect Officers from among members of the Board on an annual basis or as   needed,

  7. Regularly attend Board meetings, and to 

  8. Vote on all matters before SCCT.

 

  1. Election, Tenure, Termination, Removal and Vacancies.

 

  1. Nominations. No later than 30 days prior to the Annual Meeting, the Board of Directors shall solicit/recruit nominations by members of individuals (SCCT members and/or members of the greater Silver City/Grant County community) for election and/or reelection to the Board. Nominations shall be submitted by email, voice mail, or postal mail. The Secretary shall submit the names to the membership no later than 15 days prior to the date of the Annual Meeting.

  1.  

  2. Election. The voting membership shall elect members of the Board of Directors at the Annual Meeting by a simple majority. A Director's term of office is 2 years. Directors’ terms are staggered.  A successful candidate shall serve for the period of office until his or her successor is elected or appointed and trained, subject to removal as provided in these Bylaws.

  3.  

 

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(3)       Resignation. A director may resign at any time by delivering to the Secretary written notice of the resignation by email or postal mail. The Secretary shall immediately inform the President of the resignation which will be recorded in the Minutes of the next Board meeting.

  1. Termination and Removal. A person's directorship shall be terminated upon the following:

 

  1. his or her resignation,

  2. his or her death,

  3. his or her removal under Article III9(C).

 

Action undertaken to remove a Director of the Board under Article III(C) shall be initiated by a simple majority vote of the Board members present at the Board meeting duly noticed prior to the Board meeting at which removal is effective. Removals shall also be done in a manner consistent with these Bylaws and the laws of the State of New Mexico.

 

  1. Vacancies. If a vacancy occurs on the Board of Directors, the remaining Directors shall   appoint an interim director from among SCCT members and/or members of the greater Silver City/Grant County community who shall complete the term.

 

 

ARTICLE V Officers, Duties, and Responsibilities

 

  1. Officers. SCCT officers shall be voting members in good standing and shall demonstrate exceptional leadership within the SCCT. The officers of the SCCT are the President, Secretary and Treasurer.

 

  1. Only the offices of the Secretary and Treasurer may be joined and held by one member.

 

  1. Terms of Office. Officers shall be elected by the Board members immediately after the Annual   Meeting in March. All officers shall hold office for a period of one (1) membership year.

 

  1. Vacancies. Any office which becomes vacant shall be filled by the Board at its next Board meeting.

 

  1. Duties and Responsibilities of the Board of Directors and Officers:

 

 

  1. The Board of Directors shall have the responsibility to expend SCCT funds to the benefit of SCCT in keeping with the SCCT mission. All checks drawn on SCCT funds shall be signed by either the Treasurer or the President. Maximum expenditures may be determined by the Board from time to time. Expenditures of funds over the maximum amounts shall require approval by the Board.

 

  1. At any meeting, when the President is not present or has to leave early, the Board shall elect a member to Chair that meeting.

 

                       

  1. President: The President shall be the chief executive officer of the Corporation and shall exercise the powers normally associated with such position.  The President shall serve as the Chair of the Board of Directors and preside at all meetings of the Board.

 

           

  1. Secretary: The Secretary shall keep records of the proceedings of the Board.  The Secretary shall also keep the archival records of the Corporation.

 

  1. Treasurer: The Treasurer shall have care and custody of all funds of the Corporation and shall   cause financial reports to be prepared as required by the Board of Directors.

 

 

 

ARTICLE VI Meetings, Decision-Making, Quorum, Notices

 

The SCCT Board of Directors shall call an Annual Membership Meeting in March. Additional membership meetings may be called as necessary in the discretion of the President or Executive Committee. Members are entitled to attend all Board of Director's meetings.

 

It is the policy of the SCCT to welcome any and all members to its meetings, in addition to interested community spectators and participants. Upon request, visitors will be given an opportunity to address the Board once per meeting to a maximum of five (5) minutes, unless otherwise permitted by the Executive Committee.

 

The Board of Directors retains the authority to move for a closed session at any meeting when in its discretion confidential matters are to be discussed. The closing of any meeting, or portion thereof, requires a majority vote of the Directors present, whether in person, by proxy, or by telecommunications.

 

A.        Decisions: SCCT decisions are made on a majority basis.

 

B.         Annual Membership Meeting. The Annual Membership Meeting shall occur in March of each   year and an agenda for same developed after January first. The Annual Membership Meeting Agenda shall include:

 

  1. Election of Directors by the membership,

  2. A report from the President that includes a review of the SCCT's Mission, outreach, and   funding efforts,  

 

  1. A report from the Treasurer that includes a balance sheet for the fiscal year then ending, income and expenses for the year, and the status of state and federal reporting,

 

  1. A review of the Mission Statement,

  2. A review of the Bylaws, if necessary, approval of revisions or amendments, if necessary, and

  3. The presentation of other matters in the discretion of the Board.

 

  1. Board Meetings, Quorum.

 

  1. A quorum of the Board of Directors consists of a simple majority of the Directors in office. Directors may attend a Board meeting in person, by proxy, or through telecommunication, in order that they participate in the quorum.  

 

  1. Action that is required or permitted to be taken at meeting of the Board may be taken without a meeting. The President shall contact all Board members about any such action and with Board consent the matter shall be decided, reported, and recorded at the next Board Meeting.

                         

  1. The quorum for action taken by the membership at the Annual Membership meeting or at such other times as permitted in Article VI, paragraph one, shall be by simple majority (51%) of         members in good standing present at such meeting.

 

 

  1. Notices of Meetings. Notice of meetings shall be made available on the SCCT website. Notice of all

meetings, except the Annual Membership Meeting, including date, time, and place, may be given by email, voice mail, through social media, or by postal mail and shall occur seven (7) days prior to the date of any meeting. At the discretion of the President, a meeting may be called with a shorter notice if in his or her discretion the subject matter is deemed an emergency. The method for notice of the Annual Meeting shall be the same, except that it shall occur 30 days prior to the date of the meeting.   

 

ARTICLE VII Corporate Records

 

 SCCT shall keep copies and/or originals, and amendments, of the following records at its principal office:

 

  1. Articles of Incorporation, Certificate of Incorporation, and Bylaws,

  2. Agendas and Minutes which shall include Resolutions,

  3. Financial records, including but not limited to bank statements, treasurer's reports, balance sheets,

  4. Annual reports required by the state of New Mexico or the United States including that sent to the Secretary of State, Corporations Bureau, and the NM Department of Revenue, and the IRS,

  5. A list of all names, addresses, phone numbers and email addresses for Officers and Directors, and

  6. A list of the names, addresses, phone numbers and email addresses for members.

 

ARTICLE VIII Dissolution

 

Dissolution of SCCT shall occur only upon consensus of vote of the Board of Directors and under the laws of the State of New Mexico. Any property held by the SCCT shall at that time benefit only recognized nonprofit corporations whose principal mission and goals are consistent with those of SCCT.

  

ARTICLE IX Amendment

 

These Bylaws may be amended by the Board of Directors who shall present amendments to the voting membership in good standing for ratification at a meeting duly noted. Ratification is recognized upon a two thirds majority vote and upon signature of any two of the Board of Directors members with approval by all Board of Directors members.

 

ARTICLE X Miscellaneous Provisions

 

  1. Solicitation and Receipt of Gifts. SCCT shall seek contributions, donations, bequests and in-kind gifts for its purpose ("donations"). While SCCT specifically encourages unrestricted donations whose principal and/or income may be used for general purposes, SCCT will accept gifts for a restricted or otherwise designated purpose if the restriction is determined by the Board of Directors to be acceptable or otherwise conforms to the Articles of Incorporation and these Bylaws.

 

  1. Indemnification. The officers and directors of  SCCT are indemnified and held harmless from acts he or she acted or reasonably believed he or she acted within the scope of his or her authority, as a volunteer acting in good faith, where the conduct does not amount to gross negligence of willful and wanton misconduct, and where the conduct is not an intentional tort.

 

  1. Controlling Law. These Bylaws are controlled by the laws of the State of New Mexico.

 

 

                  EXECUTED this 18th day of March 2023, by MaryAnn Marlar, President, and

             

                                            Gregory A. Bond, Treasurer.

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