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 training for adults and youth. 

 

ARTICLE II Fiscal Year, Membership Year 

 

    The fiscal year of SCCT shall begin on July 19, 2024 with an annual meeting each July.

 

 

ARTICLE III Performance and Membership

 

Members of the Alliance shall be persons who have demonstrated an interest in promoting the mission, goals, and objectives of the Corporation and have been appointed to the Board. Any member may be removed from SCCT membership by a simple majority vote of the Board of Directors in a regular or special meeting in which a quorum exists 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. 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. 

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

 

1. 1. Nominations. At any time throughout the year, but especially in the month before the end of any Director’s term, the Board of Directors, at their discretion, shall nominate individuals for appointment to the Board. Appointment will occur by a simple majority of the Board at a regular or special meeting in which a quorum exists. A Director’s term of office is two years. The director’s terms are staggered. A successful candidate shall serve for the period of office until their successor is appointed and trained, subject to removal as provided in these Bylaws. 

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)       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: 

 

            (a) their resignation

            (b) their death

            (c) their removal under Article III

 

Action undertaken to remove a Director of the Board under Article III shall be initiated by a simple majority vote of the Board at a regular or special meeting in which a quorum exists prior to the Board meeting at which the removal is effective. Removals shall 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. 

2. Meetings, Decision-Making, Quorum, and Notices.

        Terms of Office. Officers shall be appointed at any time during the year when there is a need to             fill a vacancy. All officers shall hold office for two years.

 

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 be responsible for expending 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 President, Secretary, or Executive Director. 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 have an annual meeting in July. Special or Emergency meetings may be called by the President as necessary at the discretion of the President or the request of the Executive Director.

 

It is the policy of the SCCT to welcome any interested parties to its meetings. Upon request, visitors will be allowed to address the Board once per meeting for a maximum of five (5) minutes, unless otherwise permitted by the President.

 

The Board of Directors retains the authority to move for a closed session at any meeting when confidential matters are to be discussed at its discretion. Closing any meeting, or portion thereof, requires a simple majority vote to the Directors present, whether in person, by proxy, or by telecommunications. In the event of a proxy vote, the Member providing the proxy must give written instructions on how they would like that proxy to be voted by a minimum of an email. 

 

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

 

B.         Annual Membership Meeting. Annual Meeting. The Annual Meeting shall occur in July of each year and an agenda for the same developed after March 1. The Annual Meeting Agenda shall include:: 

 

1. 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. 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. 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.  

 

1. Action that is required or permitted to be taken at a meeting of the Board may be taken without a meeting. The President or the Executive Director 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. Notice of meetings shall be made by email or voice mail and shall occur a minimum of seven (7) days before the date of the meeting. At the discretion of the President, a meeting may be called with a shorter notice if in their 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 before 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 by a simple majority vote at a regular or special meeting in which a quorum is present. 

 

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 25th day of August 2024, by the following:

 

 

MaryAnn Marlar - President.

 

Jim Charleston - Executive Director.

 

Kris Isom - Secretary.

 

 Lynae Addy - Treasurer.

 

Susan Golightly -  Director-at-large.