A Colorado Non-Profit Corporation

The following bylaws as amended by the Board of Directors in November 2018, shall govern and control the action of the Corporation.

1. Name:

The name of this organization shall be Fremont Civic Theatre

2. Mission:

The Mission of the Fremont Civic Theatre is to promote the traditions of community theatre for residents of Fremont Country, through the production of quality performances, providing educational opportunities and facilitating the development of anyone interested in stage craft.

3. Board of Directors (hereinafter referred to as the Board):

All of the activities, business affairs, and functions of this non-profit corporation shall be managed by its Board and conducted by the Board of Directors or any designated representative.

The Board shall consist of at least six (6) members, but not more than nine (9) members. All Board Members must be members of good standing.  The Board Members shall be elected by unanimous vote of the existing members during any regular meeting of the corporation.  There shall be no term limits for Board Members.  In the event that any vacancy shall occur upon the Board by reason of resignation, death, or incapacity of a Director, such vacancy shall be filled by the remaining members of the Board of Directors by unanimous vote, and any Director elected to fill such a vacancy shall serve in that capacity until such time as he/she resigns, deceases, or otherwise is unable to serve in that role.  There shall be no term limits imposed on Board Members or Directors.

Contingency plan is designed so if the Board drops below the minimum, then all reasonable day-to-day operations may continue as a fully functioning Board; and no more than 30 days from the incident, elections must be held for replacements.

4. Membership:

Any person or organization with an interest in fostering Community theatre is eligible for membership. The Board shall designate various categories of membership and standards of eligibility within these categories. The categories and standards of eligibility shall be set forth in the guidelines for membership. Annual fees shall be established by the Board and set forth in the guidelines for membership. The Board shall set membership privileges commensurate with membership fees. Each individual membership shall have one vote and each group membership shall have two votes.

5. Meetings:

The Board shall meet at such time as they deem appropriate or necessary, and a regular meeting of the said Board shall be held monthly at the place and time designated by the Board.  Special meetings of the Board may be held at any time upon reasonable notice to all Directors of any such special meeting so scheduled.  The Board shall furnish to the members of the Corporation notice of the meeting place and time of the regular meetings of the Board.  There shall be a minimum of ten (10) regular meetings each year.

The annual meeting of the members of the Corporation shall be held in June of each calendar year at a time and place to be designated by the Board. Notice of such annual meeting with the agenda shall be given to all members of the corporation at least ten (10) days prior to such annual meeting.

6. Officers:

The officers of the Corporation and their respective duties shall be as follows:

a. President: The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation and shall, when present, preside at all meetings of the members and all meetings of the Board of Directors. The President shall also be responsible to set and determine the agenda for each meeting of the members.

b. Vice-President: The Vice-President shall perform the duties of the President in the absence of the President, and when so acting shall have all the powers of the President of the Corporation. The Vice-President shall perform such other duties as may be assigned by the President.

c. Secretary: The Secretary shall keep the minutes of all meetings of the Board, or the members, and see that all notices of meetings are duly given as provided in the Bylaws and shall be the custodian of the official records and minutes of the Corporation.  The Secretary shall keep records of the Directors and, in general, perform all duties as may be assigned by the President. Copies of minutes of the previous meeting will be distributed to all members of the Board at least one week prior to the next scheduled meeting of said Board.

d. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation and shall receive all income of the Corporation and make payment of Corporation bills as directed by the Board. All funds of the Corporation shall be held and retained in Corporation checking or savings accounts in which the withdrawn from such accounts except upon the joint signature of at least two officers of the Board.

f. In order to prevent improprieties, or the appearance of improprieties of treasury funds, no two relation of the same family may be signers on the Corporation’s banking institutions(s) at the same time. In the event that two or more relations of the same family are members of the Executive Committee at the same time, a designated signer shall be selected and approved from the remaining Board of Directors. The designated signer shall remain in said capacity until such time as there no longer exists two or more relations of the same family as Directors.

7. Election of Officers:

The officers of the Corporation as aforesaid shall have been members of the Board for at least one year and shall be elected by majority vote of the Board of Directors at the July meeting. All officers so elected shall serve in such offices until the election of new officers at the following July meeting. In the event any vacancy shall occur in any such executive office, then such vacancy shall be filled by majority vote of the Board of Directors, ad the person filling such vacancy shall then sere in such office until the next July Board of Directors’ meeting.

Should there not be enough members to fit the criteria, then the board has the discretion to elect officers from the general board pool to fill any and all vacancies.

8. Committees:

The Board may create such committees as shall be deemed necessary for the conduct of the affairs of the Corporation. The Board shall designate Committee assignments for Directors, determine appropriate size, and make committee appointments from the membership as necessary. The Board will appoint committees and respective committee chairs at the July Board Meeting. Each committee shall report regularly to the Board.

9. Removal of Board Members:

A board member of officer may resign at any time, effective immediately upon written notice to the President, Secretary, or to the chair of any membership meeting.  A board member may be removed with or without cause by simple majority vote of the Board Members, provided that the intention to consider removal is given in writing with at least 14 days notice, or immediately by the Board of Directors for the following reasons: criminal acts, violation of the Child Safety Policy, or an unexcused absence from two or more meetings.  An officer may be removed from office for cause by a two-thirds majority of the entire board voting by secret ballot, provided that the intention to consider removal is given in writing with at least 14 days notice to the officer in question and they need not be present for the vote/removal.

10. Amendment of the Bylaws:

The Bylaws may be recommended for amendment or new Bylaws recommended for adoption at any time by an affirmative vote of a majority of the members of the Board at a regular meeting or a special meetings of the Board called for that purpose, provided that the full text of any proposed amendment shall be made available to all members at least ten (10) days prior to such meeting. Proposed amendments may be submitted by the Board or by at least twenty-five (25) members of the corporation. Final adoption of amended, new, or restated Bylaws must be approved by a majority of members present at the annual meeting or other special membership meeting called for said purpose. The Board may operate under the recommended Bylaw changes until such time as final vote by the membership is made.

11. Quorum for Meetings:

A quorum sufficient to conduct the business at any regular or other meeting of the Board of Directors or of the members of the Corporation shall consist of a simple majority of members of the Board.

12. Non-Discrimination Policy:

This policy defines Fremont Civic Theatre’s position on discrimination. This policy applies to all Fremont Civic Theatre employees, contractors, vendors and volunteers. Fremont Civic Theatre follows an equal opportunity policy for employment and volunteer positions. Fremont Civic Theatre employs or accepts volunteer personnel without regard to race, creed, color, religion, national origin, sex, sexual orientation, age, physical or mental handicap, veteran status and marital status. This policy also applies internally to the Board of Directors in considering appointment of officers, training, opportunities for advancement, removal from the Board, relationships with outside vendors and customers, and in dealing with the general public.

13. Intellectual Property Policy:

As a theatre company, Fremont Civic Theatre will have the highest respect for intellectual property of others. Fremont Civic Theatre will have in its possession only licensed and/or legitimate copies of script, music, computer software and other intellectual property.