BYLAWS OF THE PENTACLE THEATRE
REVISED AUGUST 2018
ARTICLE I: LOCATION
The principal theatre of the corporation shall be at 324 52nd Ave NW, Salem, in Polk County, Oregon. Other offices and theatres may be located in such places as the Governing Board may, from time to time, determine.
ARTICLE II: MEMBERSHIP
Section 1: Membership
Membership is open to anyone interested in theatre.
Section 2: Member categories
There shall be separate categories of membership as determined from time to time by the Governing Board.
Section 3: Membership Fees and Term
Membership fees shall be as set from time to time by the Governing Board.
Membership terms shall run for one calendar year (January 1 through December 31), except for members who have been designated as Lifetime Members.
Section 4: Annual Meeting
The annual meeting of the members of this theatre shall be held in November on a date to be determined yearly by the Governing Board for the purpose of nominating members of the Governing Board for the ensuing year, considering a report by the President on the activities and financial condition of the theatre, and considering and acting upon such other matters as may be raised consistent with the meeting notice under Section 6 of these Bylaws.
Section 5: Special Meetings
Special meetings of the membership may be called by the President of the theatre, the Governing Board, or not less than ten percent of all the members.
Section 6: Notice of Meetings
Written notice stating the place, day and hour of the annual or special meeting, and the purpose or purposes for which that meeting is called, shall be delivered to members. Notice shall be given not fewer than 7 nor more than 20 days before the date of the meeting.
For notice delivered by United States mail, such notice shall be deemed to be delivered when deposited at a United States mail facility addressed to the member at the member’s address as it appears on the membership records of the corporation, with first-class postage thereon affixed. For notice delivered to each member via electronic means, notice shall be given not fewer than 7 days nor more than 20 days before the date of the meeting. Such notice shall be deemed to be delivered when addressed and sent to the member at the member’s electronic notification address as it appears in the membership records of the corporation.
Section 7: Membership Quorum
The presence of ten or more members, excluding Governing Board members, at regular or special membership meetings shall constitute a quorum. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 8: Voting
Each member shall be entitled to one vote on each matter submitted to vote at a meeting of members. A member may vote either in person or by proxy executed in writing by that member and presented at the member meeting for inspection. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.
The election of Governing Board members and changes to the bylaws shall be put to a vote of the members by ballot. Ballots shall be mailed to every member entitled to vote. Ballots shall be numbered in the upper right hand corner and the number of ballots shall correspond to the number of current memberships as of 5:00 p.m. of the day before the day the ballots are mailed. The ballots shall state clearly when they are due, as prescribed in the following paragraph. Ballots for Governing Board members shall state that each member shall have the right to vote for as many Governing Board members as there are openings on the Governing Board. Ballots shall be mailed not less than seven days or more than twenty days before the due date of the ballots. A ballot shall be deemed to be delivered to a member when deposited in the United States mail addressed to the member at the member’s address as it appears on the membership records of the theatre, with first-class postage thereon prepaid. Once mailed, in no case shall substitute ballots be provided, and photocopied ballots shall be considered invalid.
Ballots shall be counted at the first meeting of the Governing Board following the date the ballots are mailed. If a ballot is submitted by mail, it must be received in the theatre’s office by 5:00 p.m. of the last business day before that meeting. If the ballot is to be delivered in person, it must be delivered to the theatre’s office by 5:00 p.m. of the last business day before that meeting or to the person in charge of the meeting at which ballots are to be counted at the start of the meeting. Ballots shall be counted at the beginning of the meeting and the results announced at that time. The date and time of the meeting will be announced to all members on the face of the ballot, and the meeting shall be open to any member wishing to attend.
Any amendment to these bylaws shall require a majority vote in favor from the ballots returned.
Tie Votes: All issues or elections submitted to the membership that result in a tie vote shall be resubmitted to the membership within twenty-one days of the original balloting deadline, in accordance with the procedures in this Section.
Section 9: Presiding Officer and Record Keeping
The President shall call each meeting of the members to order, and shall act as chairperson over their meeting. The Secretary shall keep a record of the proceedings of all members’ meetings, shall attest such records by signing them, and shall submit such signed record to the Executive Director within thirty days of the meeting.
Section 10: Order of Business
The following order of business shall be observed as appropriate at annual and special meetings of the members;
- Ascertaining that a quorum is present
- Reading, correction, and approval of minutes of previous meeting
- Reports of officers
- Reports of committees
- Nomination of Governing Board members
- Unfinished business
- New business
Section 11: Inspection of Corporate Records
Any person who shall have been a member for at least six months immediately preceding his/her demand may, upon written demand stating the purpose thereof, examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, the corporation’s books and records of account, minutes and record of members, and to make extractions there from. The corporation shall mail a copy of its latest financial statement to any member upon his/her written request therefore.
ARTICLE III: GOVERNING BOARD
Section 1: Number
The business and property of the theatre shall be managed and controlled by a Governing Board of nine members, herein called the Governing Board.
Section 2: General Authority
The Governing Board shall have the power and authority to make rules and regulations, not inconsistent with the laws of the State of Oregon and the Bylaws of this theatre:
- for the guidance of committees, officers, and employees of the theatre and for the transaction of the theatre’s business;
- to call meetings of the members when deemed advisable; and
- generally to exercise all powers necessary for the transaction of the theatre’s business, including:
- authorizing and approving performance of all plays;
- establishing all fees to be paid to Pentacle; and
- approving all budgets, both for general theatre operations and for individual productions.
It is expressly understood that nothing herein contained shall be deemed to limit or restrict the general authority vested in the Governing Board for the management and control of the theatre.
Section 3: Election
Three members shall be elected annually to the Governing Board for a three-year term commencing January 1 of the year following the election and ending December 31 three years later. No member shall be elected to the Governing Board for successive terms. A board member who was appointed to fill a vacancy caused by the resignation of a board member may run for a full three-year term at the next annual meeting, provided the unexpired term was for less than twelve months. The President, Vice-President, Secretary and Treasurer shall be elected by the Governing Board promptly following the annual election and shall serve for a one-year term commencing January 1 of the year following the election and ending December 31. Candidates for President shall have served at least one year on the Governing Board within the previous 5 years.
Notwithstanding the above state prohibition of a board member serving successive terms, any member of the 2020 Governing Board shall have the option of a one-year extension of the three-year term limit. A member of the 2020 Governing Board electing to add a year to the member’s term shall notify the Board’s nominating committee no later than the October board meeting of the member’s third year.
Section 4: Vacancies
Vacancies occurring in the Governing Board membership during the term of office shall be filled by a person appointed by the Governing Board President and ratified by the majority of the Governing Board.
Section 5: Resignations
The resignation of any Governing Board member shall be in writing and addressed to the Governing Board. Any Governing Board member who has missed three consecutive meetings may, upon resolution of the Governing Board, be designated as having resigned whenever in its judgment the best interests of the theatre would be served thereby.
Section 6: Regular Meetings
Regular meetings of the Governing Board shall be held as determined by the Governing Board by resolution.
Section 7: Special Meetings
Special meetings of the Governing Board shall be held upon the call of any officer at any reasonable time by giving to each Governing Board member written notice at least two days before the date of the meeting.
Section 8: Waiver of Notice
Attendance of a member of the Governing Board at a meeting, execution of a written waiver, or signing of the minutes of the meeting shall constitute a waiver of notice of such meeting, except where a Governing Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Governing Board need be specified in the waiver of notice of such meeting.
Section 9: Waiver of Meetings
Any action, which may normally be taken at a meeting of the Governing Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the Governing Board members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Governing Board, and may be stated as such. Further, in an emergency, the President may conduct or cause to be conducted a poll, either by telephone or email, of all Governing Board members provided the question is in the form of a motion calling for an aye or nay vote, identically presented to each member and provided that a written record of the voting results is made part of the minutes of the next regularly scheduled Governing Board meeting.
Section 10: Quorum
A majority of the members of the Governing Board shall constitute a quorum necessary for the transaction of any and all business of the corporation.
Section 11: Order
At all meetings of the Governing Board the President, or in his/her absence, the Vice-President, shall preside.
Section 12: Play Directors
A play director serving on the Governing Board shall be counted in determining whether a quorum is present, but shall be precluded from voting on any matter (as determined by at least three Governing Board members) which concerns, directly or indirectly, the play he/she is directing.
Section 13: Nominating Committee
A nominating committee, appointed by the President, shall nominate at least one member for each upcoming vacancy on the Governing Board and present those nomination(s) at the annual meeting. Additional nominations may be made from the floor at the annual meeting. The nominating committee may not nominate one of its members, but a nominating committee member may be nominated from the floor.
ARTICLE IV: THE OFFICERS
Section 1: The Officers
The officers of the theatre shall be President, Vice-President, Secretary and Treasurer. These officers shall be elected by the Governing Board for a term of one year or until their successors are duly elected. Only Board members may serve as officers.
Section 2: President
The President shall be the executive officer of the theatre. The President shall preside at all meetings of the members and Governing Board and
- shall have general supervision of the affairs of the theatre,
- shall sign contracts and other instruments of the corporation as authorized by these Bylaws and by the Governing Board,
- shall make reports to the Governing Board and members, and
- shall perform all other such duties that are incident to the President’s office or are properly required of the President by the Governing Board.
The President may delegate any of the duties and authorities under this Section to an Executive Director, except the duty to preside at all meetings of the members and Governing Board.
Section 3: Vice-President
The Vice-President, in the absence of the President, or in the event of the President’s death or inability or refusal to act, shall perform the duties of the President and when so acting shall have all the power and be subject to all the restrictions upon the President. The Vice-President shall be responsible to the Governing Board for preparation of the annual operating budget.
Section 4: Secretary
The Secretary shall keep minutes of the proceedings of its members and Governing Board. The Secretary shall make such reports and perform such other duties that are incident to the Secretary’s office and are properly required of the Secretary by the Governing Board under these Bylaws. The minutes shall be kept in the registered office or principal place of business. The Secretary shall relinquish to the Executive Director all records upon completion of a term.
Section 5: Treasurer
The Treasurer shall work with the Executive Director to coordinate the collection of and disbursement of the funds of the theatre. These funds shall be kept in a bank or banks to be designated by the Governing Board. The Treasurer will also perform such other duties as may, from time to time, be authorized and directed by the Governing Board.
ARTICLE V: THEATRE FUNDS
Section 1: Accounts Generally
The Governing Board shall supervise the handling of all funds of the theatre, which funds shall be handled and disposed of in such a manner and by such officers or agents of the theatre as the Governing Board may by proper resolutions from time to time authorize.
The theatre shall maintain, pursuant to above, a checking account for general theatre operation and for play production, and may maintain other accounts.
Section 2: General Theatre Operation Account
All receipts, from any source, shall be deposited into the appropriate theatre account, as determined by the Executive Director.
Each year the Governing Board shall approve by resolution a general operating budget for the theatre.
Any expenditure not provided for in the general operating budget shall be authorized by the Governing Board by resolution.
Section 3: Play Production Budgets
By resolution, the Governing Board shall approve each play budget. The Executive Director is authorized to expend only the budget total for each play production. Any expenditure in excess of the play budget shall be authorized by the Governing Board by further resolution.
Section 4: Other Accounts
By resolution, the Governing Board may open and maintain any other accounts.
ARTICLE VI: MISCELLANEOUS
Section 1: Executive Director
The Executive Director shall be hired by the Pentacle Governing Board to perform the following duties:
- manage day-to-day theatre operations, including human resource management, financial accounts management, and outreach, marketing, and development activities,
- ensure issuance of notices for all meetings,
- ensure that a record of Pentacle Theatre members, including the names, mailing addresses, and email addresses, shall be kept at the registered office or principal place of business, and,
- assist all Governing Board officers in the conduct of their duties as described in Article IV of these Bylaws.
Any decision of the Executive Director is subject to review by the Pentacle Governing Board.
Section 2: Robert’s Rules
Except as otherwise provided in these Bylaws, all meetings shall be conducted in accordance with Robert’s Rules of Order.