BYLAWS OF STORMY WEATHER PLAYERS, INC.
(Hereinafter referred to as the “Corporation”)
Revised July 20 , 2006 Adopted ________, 2006
ARTICLE I: NAME

The name of this corporation is Stormy Weather Players, Inc.

ARTICLE II: MISSION STATEMENT

Section 1: The mission of this corporation is: to enrich, educate and entertain the surrounding community by providing a stimulating theatrical experience, as well as to nurture developing new talent.
Section 2: In furtherance of this mission, and in accordance with the powers conferred by its Certificate of Incorporation (dated 12/19/2000), Stormy Weather Players, Inc. may collect membership dues, admission fees, gratuities, donations and bequests; may buy or otherwise acquire, sell, or otherwise dispose of and mortgage or otherwise hypothecate real, personal, and mixed property of all kinds; and may in general, exercise all of the powers granted by corporate law in the State of New York.
Section 3: Stormy Weather Players, Inc. is a not-for-profit corporation (as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Law) and as such, is not formed for pecuniary profit or for financial gain. No part of its assets, net earnings, income or profit shall be distributed to or inure to the benefit of any member, trustee, director or officer to the Corporation or other private person. Compensations and funds are to be disbursed in furtherance of the objectives set forth in Article II, Section 1. No member, trustee, director or officer of the Corporation or any private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. In the event of the dissolution of this corporation, all of the remaining assets and property of the Corporation shall, after payment of or due provision for all necessary expenses and liabilities thereof, be distributed in accordance with its Certificate of Incorporation and in accordance with a majority of the votes cast at a final meeting of the executive board.
Section 4: Stormy Weather Players, Inc., in compliance with its Certificate of Incorporation is nonpolitical in nature. No substantial part of its activities shall be carrying on of propaganda, attempting to influence legislation, participating in or intervening in any political campaign on behalf of, or in opposition to, any candidate for public office.

ARTICLE III: MEMBERSHIP

Section 1: Members of the Corporation are to be members without liability to the actions of the Corporation by reason of being or having been a member of the Corporation.
Section 2: Any person of any age, race, creed, color, religion or gender may join Stormy Weather Players, Inc. upon payment of the required membership dues as determined by the Executive Board.
Section 3: There shall be two stages of membership: The first stage is the “Introductory Membership,” and the second stage is “Full Membership.” Introductory members may vote on general business. Full members may vote on general business and may also vote for the election of Officers. An “Introductory Member” shall have paid their yearly membership dues, and shall have attended at least 50% of all meetings available to them. A “Full Member” shall have met the criteria for “Introductory” membership, and shall also either have participated in at least two Stormy Weather Players productions (in any capacity) over a one year period, or shall have been an Introductory Member for a six month period and have participated in one Stormy Weather Players production (in any capacity) over a one year period. All members shall be entitled to all remaining conditions and benefits of membership as determined by the Executive Board.

ARTICLE IV: ORGANIZATION

Section 1: Officers The officers of this corporation shall be elected and shall consist of a President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer. The President and the Treasurer shall be elected every two years. The Vice President, the Recording Secretary and the Corresponding Secretary shall be elected annually.
Section 2: Executive Board The Officers and the Immediate Past President, if available, and the Artistic Director, shall constitute the Executive Board. The Immediate Past President and the Artistic Director are not considered “Officers” with respect to making a quorum.
Section 3: Artistic Director The Executive Board shall be responsible for appointing the Artistic Director. Duties of the Artistic Director shall be as stated in *****.
Section 4: Board of Trustees A minimum of three members in good standing elected from the General Membership shall constitute the Board of Trustees should the Executive Board designate a need based on the existence of Permanent or Building Funds as defined in Article VII Section 2 (B) of these bylaws.
Section 5: Standing Committees Members in good standing elected from the General Membership shall be eligible to serve as committee members. Committee chairpersons shall be designated by the President with the approval of the Executive Board except when specifically assigned in Article VIII of these bylaws.
Section 6: Removal from Office Any Executive Board member or Trustee may be removed from office by a simple majority vote of all of the remaining members of the Executive Board and the Board of Trustees.
Section 7: Vacancy With the exception of the President, any Executive Board Member or Trustee vacancy shall be filled by a majority vote of the remaining members of the Executive Board. Appointees shall serve for the unexpired term of the vacant position. If a vacancy occurs in the office of President, a special meeting of the membership shall be called and a willing member shall be elected to serve as President for the unexpired portion of the term. Vacancies in the Board of Trustees shall be temporarily filled by majority vote of the Executive Board until the next regular election, at which time the members shall elect a Trustee for the unexpired term.
Section 8: Temporary Vacancy In the event that any board member, with the exception of the President, is unable to serve for a period of not less than one, nor more than 6 months, the President may appoint a substitute to fulfill that member’s duties during the absence. Such appointment shall be subject to the concurrence of the Board at the first regular meeting following appointment.

ARTICLE V: MEETINGS

Section 1: Meeting location and Notice: All meetings shall be held at a convenient public meeting place as designated by the Executive Board. Notice of such meetings shall be communicated to the membership via written notice, telephone, or electronic mail not less than one week in advance, as determined by the executive board.
Section 2: Annual Meetings: An annual meeting of the general membership shall be held each August at a convenient location to be designated and announced by the board in accordance with Article V, Section 1. The meeting shall be called for election of officers and trustees, and the transaction of such other business as may properly be brought before the meeting.
Section 3: General Meetings: Meeting of the general membership shall be held and announced at least twice yearly in accordance with Article V Section 1 with the annual meeting serving as one of those two meetings.
Section 4: Executive Board Meetings: Meetings of the Executive Board shall be held at the call of the President, to discharge the duties of the Board consistent with attainment of the mission of the corporation.
Section 5: Committee Meetings: Meetings of Committees shall be held as designated by resolution of the Executive Board, or as by resolution of the committee.
Section 6: Actions of Board without a Meeting: Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting, if all the members of the Executive Board consent thereto in writing or electronic mail, and the writing or writings are filed with the meetings of proceedings of the Executive Board.
Section 8: Quorum: A minimum of two Officers shall constitute a quorum, and shall be required for the conduct of business at a general membership meeting, Board of Trustee, or Executive Board meeting. In the event that only one Officer remains in office, that Officer shall constitute the quorum.
Section 9: Voting: Each member in good standing present shall be entitled to one vote. The majority vote of the quorum present at a meeting shall constitute the act of the body unless a greater number is required by these Bylaws.

ARTICLE VI: TERMS OF OFFICE

Section 1: Officers All officers shall serve for a term as defined under Article IV, Section 1, for the period from September to August. No officer shall serve more than two consecutive terms in the same office. After at least one year, a member may then be reelected to that office. In the situation where no one else is willing to take on the duties of that office, the current officer may continue in that position.
Section 2: Trustees Trustees, should the need for such be designated by the Executive Board, shall serve for a term of three years provided, however, that such term of office shall be staggered so that at least one Trustee shall be elected at each Annual Meeting of the Corporation.
Section 3: Committee Members Committee members shall serve for a period of one year, unless reappointed.

ARTICLE VII: FINANCES

Section 1: Policy Stormy Weather Players, Inc. states that their basic financial policy shall be to acquire funds, properties and potentially buildings suitable for the following purposes in keeping with the objectives of the corporation:
A. Presentation of amateur theatrical productions, provisions for workshops, Community activities and meeting facilities.
B. The conduct and support of worthy activities, such as instruction in the Theatrical arts and potentially, the provision of scholarships for deserving Students.
Section 2: Funds Stormy Weather Players, Inc. shall divide when possible, its properties and assets into the following funds:
A. Working Funds: These funds shall serve as primary and will represent the allocation of assets in an amount necessary for the performance of the routine administrative and operational tasks of the corporation including the budgeting of theatrical productions, administrative expenses of the Boards, advertising and correspondence. Working funds shall remain under the custody of the Treasurer and shall be disbursed in accordance with the direction of the Executive Board and in furtherance of objectives stated in Article II Section 1 of these Bylaws.
B. Permanent Funds: These funds when available, shall represent the balance of the corporation’s assets after the allocation of Working Funds and shall be available for growth investments and the acquisition of real property designed to enable the corporation to accomplish its objectives as defined in Article II of these Bylaws. The Board of Trustees, should the need for such a board be designated by the Executive Board shall administer the Permanent Funds on behalf of the corporation.
Section 3: Gifts, Gratuities, and Bequests These funds shall be handled in the following manner:
A. The solicitation mechanism for acquiring these funds shall be designated by the Executive Board.
B. Donations of gifts, gratuities, and bequests shall be separated in the following manner:
1. Those for operating expenses (Working Fund) shall be administered by the Executive Board.
2. or when specified, to a Building Fund (Permanent Funds) where funds shall be administered by the Board of Trustees, if elected , or otherwise by the Executive Board.
Section 4: Banking Practices All monetary assets of the corporation except those potential assets administered by the Board of Trustees shall be maintained in a banking institution designated by the Executive Board.
Section 5: Disbursements The Treasurer shall sign all checks, demands for money and notes of the Corporation for amounts less than the threshold amount of $500.00 as designated by resolution of the Executive Board. All checks, demands for money and notes of the Corporation for amounts greater than such threshold ($500.00) shall be signed by the following two (2) persons: the President, and Treasurer, or such other person or persons designated by the Executive Board in keeping with the designated banking institutions practices.
Section 6: Fiscal Year The fiscal year of the Corporation shall run from January through December of each year as determined by resolution of the Executive Board.
Section 7: Corporate Seal Any required corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New York”.
Section 8: Registered Office The Registered office of the Corporation shall be in the County of Orange, State of New York.
Section 9: Agent of the Corporation The Secretary of State of New York is hereby designated as agent of the Corporation upon whom process against it may be served. The Post Office Address to which the Secretary of State shall mail a copy of any process against the Corporation which is served upon him/her is: Stormy Weather Players 29 Swenson Dr. Wappingers Falls, NY 12590

ARTICLE VIII: DUTIES OF OFFICERS

Section 1: Indemnification: All officers shall perform their duties in good faith and with that degree of diligence, care and skill, which an ordinarily prudent person would use. In performing their duties, officers shall be entitled to rely on information, opinions, reports or statements including financial statements and other data prepared and presented by other officers and chairpersons, and accountants without liability by reason of being or having been an officer of the Corporation.
Section 2: The President The President shall call meetings of the general membership and the Executive Board, shall preside at such meetings, appoint the chairmen of standing committees subject to the approval of the Executive Board except when otherwise designated by these bylaws, and shall serve as a member of the finance committee should such a committee be designated by the executive board. He/She shall serve as a member of the Executive Board in keeping with those duties pursuant to Article IX.
Section 3: Vice President The Vice President shall assume all duties of the President in the event of his/her absence; shall chair the Bylaws committee and/or Steering Committee, and the House Management Committee should the Executive Board designate such committees. The Vice President shall provide the officers and standing committee chair people with written operating procedures for guidance in performing their duties after such procedures are approved by the Executive Board and will serve as a member of the Executive Board in keeping with those duties pursuant to Article IX.
Section 4: Treasurer The Treasurer shall keep the records of the Working Funds of the corporation. He/She shall receive, keep, and disburse such monies of the corporation at all meetings of the general membership and to the Executive Board as required. He/She shall be responsible for an accounting of the funds of the corporation at any time. He/She shall be responsible for the filing of any documents as may be required by the IRS. He/She shall submit the financial records to audit at the conclusion of term of office or upon request of the President. The Treasurer shall be required to file the “Return of Corporation Exempt from Income Tax” forms to the IRS within 30 days of the conclusion of his/her term of office. He/She shall submit a complete Income and Expense report at the conclusion of the fiscal year or upon request of the President. The Treasurer shall be responsible for disbursing permanent funds, if available, to the Board of Trustees in accordance with Article X, will serve as chairperson of the Finance Committee should such a committee be designated by the executive board, and will serve as a member of the Executive Board in keeping with those duties pursuant to Article IX.
Section 5: Recording Secretary The Recording Secretary shall keep accurate and legible minutes of meetings of the general membership and the Executive Board. He/She shall provide copies of the minutes of the general membership meetings to the President and copies of the minutes of the Executive Board meetings to each member thereof at least one week prior to scheduled meetings. The Recording Secretary will serve as Chairperson of the Nominations and Elections Committee, should such a committee be designated by the Executive Board and will serve as a member of the Executive Board in keeping with those duties pursuant to Article IX.
Section 6: Corresponding Secretary The Corresponding Secretary shall carry on all official correspondence of the corporation as directed by action of the membership and Executive Board. He/She shall maintain an official, current membership list, including addresses; send notices of meetings to the membership, the Executive Board members, or Trustees as appropriate; transmit the slate of nominees to all members with the required notice of meetings at which elections are to be held; and transmit the text of proposed amendments to the Bylaws or other agenda items when so directed by the Executive Board. The Corresponding Secretary will serve as chairperson of the Membership Committee should such a committee by designated by the Executive Board, and as a member of the Executive Board in keeping with those duties pursuant to Article IX.

ARTICLE IX: DUTIES OF THE EXECUTIVE BOARD

Section 1: General Business The Executive Board shall administer the general business of the corporation. It shall refer any point upon which it fails to agree or to sense the desires of the members to a vote of the general membership.
Section 2: Plays The Executive Board shall approve the plays selected by the Artistic Director and the Play Selection Committee, and schedule their presentation. It shall choose a Production Coordinator and Director for each play and, in the case of failure of a Director or Production Coordinator, assume full responsibility for production of the play. It shall rule on any matter referred to it by the Director or Production Coordinator or production staff.
Section 3: Finances The Executive Board shall be responsible for the management of the Working Funds of the corporation. It shall approve the annual budget; budget for each play and event; and for the operation of the Board of Trustees and the various Standing Committees. The Executive Board shall occasionally review the status of the Working Funds and when deemed prudent and possible, transfer funds from the Working Funds to Permanent Funds.

ARTICLE X: DUTIES OF THE BOARD OF TRUSTEES

Section 1: Establishment: A Board of Trustees shall be established, as designated by the Executive Board on the basis of the existence of Permanent Funds and/or Real Property. Section 2: Permanent Funds:
The Board of Trustees shall administer the Permanent Funds, should they become available on behalf of the corporation.
Section 3: Real Property: The Trustees shall have custodianship of and shall be responsible for all purchases, sales, exchanges, assignment, and maintenance of all real property potentially owned by Stormy Weather Players, Inc.
Section 4: Amendment: Should the need for a Board of Trustees be designated by the Executive Board, amendment to these bylaws concerning the full range of the Board’s duties and responsibilities shall be made in accordance with Article *** Section ***.

ARTICLE XI: DUTIES OF STANDING COMMITTEES

Section 1: Establishment The following Standing Committees and others as designated by the Executive Board may be established to assist in the conduct of the affairs of the corporation.
Section 2: Duties
A. Steering. This committee shall deal with matters regarding the future course of the Corporation in accordance with those objectives set forth in Article II section 1. Primary responsibilities will include all issues regarding the establishment and amendment of the Corporation’s Bylaws and all other issues as designated by the Executive Board. The committee shall receive all suggestions for amendments of the Bylaws; shall prepare them in proper form and identify them as amendments to specific Articles and sections; shall refer them to the sponsors for correctness; shall present them to the Executive Board for consideration; and shall transmit them, with the recommendation of the members ten days prior to the membership meeting at which the proposed amendments is/are to be considered.
B. House Management. If constituted shall be chaired by the Vice President and shall serve as custodian of the theater, venues and all associated facilities and shall be responsible for appearance and arrangement. It shall appoint a lobby coordinator.
C. Membership. Committee shall be chaired by the Corresponding Secretary and shall consist of a sufficient number of members (to be determined by the President and approved by Executive Board) to ensure that an active and timely campaign for membership is made each year, prior to the start of the theatrical season in September. Efforts should be made each year to enlarge the roster. The committee shall be responsible for keeping accurate records of memberships issued and of funds transmitted to the Treasurer. Subject to the prior approval of the Executive Board, the committee may arrange with community service groups and others for the conduct of a vigorous membership campaign.
D. Finance. Committee, if constituted shall be chaired by the Treasurer and shall consist of the President of the Executive Board and the Treasurer of the Board of Trustees, should one be designated. The committee shall prepare an annual budget for the next fiscal year to be submitted for approval by the Executive Board and Board of Trustees (should such a Board be designated) in each November prior to the beginning of the next fiscal year beginning in January. The committee shall conduct a quarterly review of all financial transactions and submit a report to the Board on the progress against the approved budget, and the board shall make the reports available to any member requesting such information.
E. Play Selection. If constituted, this committee shall be chaired by the Artistic Director and consist of a sufficient number of members. By receiving suggestions from members, prospective directors, and others, and by use of all available reference material, the committee shall select play titles for reading. It shall purchase or otherwise obtain sample copies of the plays to read and shall circulate them among the members of the committee. Plays shall be rated by each member of the committee on quality of theme, situation, lines, characterizations, practicability for casting and production, potential audience appeal, and other criteria that the committee may determine. On the basis of the ratings, the committee shall select a sufficient number of plays to be presented during the ensuing season and present them together with the synopses, full-length copies and its recommendations to the Artistic Director. The Artistic Director may include recommendations including suggestions for potential directors and possible season. The committee shall determine that all plays selected are available for presentation by amateur players. A report of the committee shall be presented to the Executive Board by the Artistic Director not later than the Executive Board’s March meeting. The committee may submit vouchers to the Treasurer for expenses incurred in the discharge of its functions.
F. Publicity. If constituted, this committee shall consist of a chair and a sufficient number of members (to be determined by the President and approved by the Executive Board). It shall prepare and arrange for all publicity for the corporation including releases of a general character and those related to individual productions. Publicity activities shall be subject to the prior approval of the Executive Board.

ARTICLE XII: DUES AND CHARGES

Sections 1: Memberships The Executive Board shall determine membership dues. Each person who tenders payment of the dues so established shall be entitled to full membership in Stormy Weather Players, Inc. for the fiscal year of the corporation in which the payment is made, so long as they meet all the criteria for what defines a Member in Good Standing, as defined in Article ***, Section ***. Membership dues are due and payable on September 1st of each calendar year, but membership for the current fiscal year may be accepted at any time during such year.
Section 2: Public Admission Admission tickets may be sold to the general public for all Stormy Weather Players, Inc. productions unless otherwise determined by the Executive Board. The Executive Board shall establish prices for admission tickets.
Section 3: Social Events and Festivals Charges for attendance at social events and festivals shall be established by the committee in charge of the event, subject to the approval of the Executive Board.

ARTICLE XIII: ELECTIONS

Section 1: Method of Electing Except as may be provided in Section 3 hereof, all officers and trustees shall be elected by secret written ballot at the Annual Meeting, held in August of each year, from a slate prepared by the Recording Secretary. Nominations may be taken at the July meeting, or from the floor. The slate may be augmented by nominations made from the floor provided the consent of the nominee has been obtained in advance.
Section 2: Nomination from the Floor Nominations made from the floor shall be received by the presiding officer and do not require seconds. Floor nominees must be members in good standing and must have agreed to such nominations pursuant to Section 1 above. In the event of their absence, written consent must be provided to the presiding officer or Recording Secretary before the member’s name is placed in nomination. Nominations from the floor for members of the Board of Trustees, should they be designated by the Executive Board, shall be in writing signed by three members.
Section 3: Balloting Elections shall be conducted by secret written ballot. The Recording Secretary shall act as teller, supply blank ballots and pencils, and shall distribute, collect, and count the ballots. The Recording Secretary shall announce the results.
Section 4: Order of the Election The presiding officer or Recording Secretary shall, first, restate the nomination for President. He/She shall then call nominations from the floor. After passage of a motion to close the nominations, he/she shall direct that the ballots be distributed for the office. The ballots for President shall be collected and counted. A majority of votes cast shall be required to elect. If no candidate shall have received a majority, a re-balloting shall be directed to decide between the two candidates receiving the largest pluralities as the remaining nominees, and a majority of such votes cast shall be required to elect. Following the announcement of the results, the same procedures shall then be followed for the remaining offices in the order in which they are listed in Article VIII of these bylaws. The election of officers shall be followed by the election of Trustees should they be designated by the Executive Board.

Article XIV: Parliamentary Authority:

Robert’s Rules of Order, Revised, shall govern this corporation, except insofar as they may be inconsistent with these bylaws.

Article XV: Amendments:

These bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted, by the Executive Board. All such amendments may be proposed by any member. All such amendments must be approved by a majority vote of the General membership upon notice given at least 3 weeks prior to the meeting at which such action is proposed to be taken, and which notice specifically states that one of the purposes of such meeting is to amend the Bylaws.

ARTICLE XVI: THEATRICAL POLICY

Section 1: Policy: Stormy Weather Players, Inc. states the following to be their basic theatrical policy:
A. That a goal of the corporation is to achieve a finished production of any theatrical presentation.
B. That theatrical presentation may be presented either to members only or to both members and the general public, as determined by the Executive Board.
C. That plays shall be selected with due regard for excellence, audience appeal and production practicability.
D. That further goals shall be to provide the opportunity and media for the exercise and enhancement of the creative talents and skills of the members and other interested persons; foster the enjoyment of the production staff in presenting the best of live theater; and improve the cultural education and development of the community through the presentation of theatrical productions.
Section 2: Theater Season The Theater Season shall run from September through August.
Section 3: Casting: The selection of performers to fill the roles of a play shall be based solely on the candidates’ abilities to portray and project the roles in question; and, in the case of season ticket plays, must be based on public auditions. Those auditioning may be either members or non-members. The casting of a play shall be under the control of the Director. Advance public notice of auditions must be made and auditions shall be held over a sufficient period of time to provide all interested persons an opportunity to appear.
Section 4: Directors: A Director shall be chosen for each play by the Executive Board and Artistic Director prior, when possible, to the beginning of the theatrical season. Due regard shall be given to the ability and experience of the candidates. The Director shall be responsible for the artistic interpretation and overall artistic production of the presentation, with the approval of the Artistic Director and the Executive Board.
Section 5: Production: Producers are chosen by the Executive Board, when possible, prior to the theatrical season. A production staff shall be formed by each Producer to perform such functions as lighting crew, stage crew, makeup, and wardrobe. The Producer shall be responsible for the coordination of the efforts of the production staff. The Producer may enlist the aid of members and non-members in the formulation of the production staff, and formulate rules for the conduct of the production aspects of the performance. The Producer shall be responsible for preparing a budget and submitting the budget to the Executive Board for approval, and, with the aid of the Treasurer, shall present a post-production financial report to the Executive Board. The producer must work in conjunction with the Executive Board and Artistic Director as issues may arise during the production. The production staff shall assure that proper care is taken of the facilities used for the production whether rented, borrowed, or owned by Stormy Weather Players, Inc.
Section 6: Artistic Director: The Artistic Director shall chair the Play-Reading committee and is responsible for submission of the Play Reader’s committee report to the Executive Board. The Artistic Director shall be primarily responsible for researching, creating, and recommending a program season designed to generate audiences; and to maintain and build upon artistic excellence. He/She shall develop a production schedule consistent with achieving the directives of the corporation in accordance with Article II Section 1 of these bylaws and shall be primarily responsible for seeking out potential directors and producers and submitting a list of candidate names to the Executive Board for consideration. Lastly, it is the goal of the Artistic Director to help develop a production schedule in accordance with achieving the directive of the corporation’s mission.

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