By-Laws of Fremont Civic Theatre

A Colorado Non-Profit Corporation

The following bylaws as amended by the Board of Directors in January 2008, shall govern and control the action of the Corporation.

1. Name: The name of this organization shall be Fremont Civic Theatre

2. Board of Directors (hereinafter referred to as the Board) and Meetings

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 nine (9) members, but not more than thirteen (13) members. All Board Members must be members of good standing. The Board Members shall be elected by majority vote of the members present at the annual meeting of the corporation to be held in June of each calendar year as hereafter set forth. The terms of Directors shall be for a period of three (3) years beginning July 1st following their election. In the event that any vacancy shall occur upon the Board by reason of resignation, or death, or incapacity of a Director, such vacancy shall be filled by the remaining members of the Board of Directors by majority vote, and any Director elected to fill such a vacancy shall serve the remainder of the unexpired term of the Director whom he or she is elected to replace upon the Board. No Board Member may serve longer than two consecutive full terms, but may be re-elected after one year off the Board.
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 shall be given to all members of the Corporation at least ten (10) days prior to such annual meeting.

3. Membership

The membership of persons or businesses in this Corporation shall consist of one class of general members as provided in the Articles of Incorporation, together with any honorary or working members or memberships by the Board of Directors by majority vote. As condition of membership, all members except honorary or working members shall be required to pay annual dues, provided that the amount of dues payable in respect to memberships shall be subject to change by the Board by majority vote if it is felt or determined by the Board that any increase or decrease in said dues is necessary in order to sustain the Corporation. Working members (non-member volunteers) and honorary members of the Corporation, as designated by the Board, shall not be required to pay annual dues. A general membership campaign shall be conducted in September of each year spelling out fees, benefits, and privileges of belonging. A season is understood as productions mounted between July 1 and June 30 to follow the corporation’s fiscal year.

4. 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 and shall, 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 Corporation is named as the owner of such accounts and funds shall not be withdrawn from such accounts except upon the joint signature of at least two officers of the Board.
    e. No Officer may serve longer than three (3) consecutive years in the same position.

    f. In order to prevent improprieties, or the appearance of improprieties of treasury funds, no two relations 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, who are eligible for an Executive position, shall be selected and approved from the remaining Board of Directors. The designated signer's term shall be for the fiscal year, and the term can be revisited as necessary.

5. 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, and the person filling such vacancy shall then serve in such office until the next July Board of Directors’ meeting.

6. Committees

The President may create such committees as shall be deemed necessary for the conduct of the affairs of the Corporation and shall have the authority to designate the members of such committees; provided that each such committee shall consist of at least one (1) member of the Board. All committees as herein above stated shall consist of at least one (1) Board member and such other persons selected, who need not be Board members or members of the Corporation.

7. Removal of Board Members

A Director of the Corporation shall be subject to removal in the event that such Director shall commit any act which is not in the best interest of this Corporation or its purposes or which is directly detrimental to the best interest of this Corporation; provided that any such removal may only be effected by review by the Executive Committee (the officers of the Board). Attendance at the regular meetings of the Board shall be mandatory and in the event that any elected member of the Board shall fail to attend three regular meetings of the Board in a twelve (12) month period (to coincide with the fiscal year), he or she may be removed from the office of Director after such review by the Executive Committee.

8. Amendment of the Bylaws

The within Bylaws may be amended at any time hereafter by the Board of Directors by majority vote at any regular meeting of the Board.

9. 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.

10. 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.

11. 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 scripts, music, computer software and other intellectual property.

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