Bylaws

August 1st, 2020

 

BYLAWS of THE PLAYERS CLUB OF SWARTHMORE


Article I ‑ NAME

 

Section 1.  The name of the Corporation shall be The Players Club of Swarthmore (“the Club”).

 

 

Article II ‑ PURPOSE

 

Section 1.  The purpose of the Club shall be the production of plays, musical plays, musical entertainments and staged reading performances.  A further purpose of the Club shall be the artistic education, training, and development of its members and the educational and charitable benefit of the community within the meaning of Section 501(c)(3) of the Internal Revenue Code (“the Code”).  The Club shall be permitted to do all things necessary to accomplish said purposes, including the owning and disposition of real and personal property.

 

Section 2.  In the event of dissolution, the Club shall distribute its assets to another organization which has established its tax exempt status under Section 501(c)(3) of the Code, or a governmental entity to be used for a public purpose in such manner as will best accomplish the general purposes for which the Club is organized.

 

 

Article III ‑ MEMBERSHIP

 

Section 1.  Any person may, upon timely payment of annual dues and subject to the terms and conditions of the applicable laws, the articles of incorporation and these Bylaws, become a member of the Club entitled to all the rights and privileges of membership.

 

A. The class of “Single” membership consists of one person over 18 years of age. This person will be recorded in the membership rolls under his or her legal address of residence, will be assigned a membership number and will be entitled to one (1) vote.

 

B. The class of “Double” membership consists of two (2) people over 18 years of age residing at a single, legal address of residence. This membership class exists to offer a discounted price to two (2) adults within a single household.  A single membership may be upgraded to a double membership provided both persons reside at the same address.  Each person under the double membership is entitled to one (1) vote, giving a maximum of two (2) votes per address.  These members shall be recorded in the membership rolls under a single address and a single membership number.  The purchase of additional strip tickets by an adult member exceeding that of a Double membership does not entitle the member(s) listed under the Double membership to additional votes in Club elections.

 

C. The class of “Junior” membership consists of one (1) person eighteen (18) years of age or under. This class shall enjoy all the rights and privileges of membership except that they are ineligible to vote and to serve on the Board of Governors (“the Board”).  Junior memberships will be listed under an adult membership in the membership rolls if one exists for their legal address, otherwise they will be issued a membership number and listed separately.

 

D. Life Members are those adult persons who are duly elected to such class by the Board and who have paid a sum determined by the Board.

 

E. Honorary Members are those adult persons who, in recognition of extraordinary contributions to the Club, are duly elected to this class by a 2/3 vote of the Board. This class shall be exempt from the payment of dues.

 

Section 2.   There shall be such other classes of members as the Board shall from time to time determine.  Other members shall have such rights as the Board may determine.

 

Section 3.  Voting privileges shall be extended to Honorary and Life members, those other members exempted from the payment of dues by action of the Board, and  to each adult member who has paid his/her dues by October 1st of the current seasonTimely payment of annual dues grants membership rights up to October 1st of the following season.

 

Section 4.  Any member of the Club ceasing to be a member, by resignation or otherwise, shall forfeit all rights and privileges in the Club and its assets, and such rights and assets shall be vested in the Club.

 

 

Article IV ‑ DUES

 

Section 1.  Annual dues for each class of members shall be such as the Board shall from time to time determine.

 

Section 2.  If a member does not pay his/her dues by October 1st of the following season, his/her membership shall automatically cease and terminate, together with all rights and privileges thereof.

 

 

Article V – BOARD OF GOVERNORS

 

Section 1.  The business and affairs of the Club shall be managed by its Board, which may exercise all such powers of the Club and do all such acts and things which are not otherwise inconsistent with applicable law, the articles of incorporation or these bylaws.   Duties shall be assumed on July 1.

 

Section 2.  The number of Governors which shall constitute the whole Board shall be fifteen (15).  Governors shall be adult members of the Club and shall be elected by the members.  The number of Governors shall be reduced by at least one (1) each year following the ratification of these Bylaws until the specified number of Governors is reached.

 

Section 3.  The term of office of an elected Governor shall be three fiscal years, or until his/her successor is elected or appointed, except that initial terms may be for one or more year(s) in order that the terms of approximately one‑third of the Gover­nors shall expire each year.  A Governor shall serve no more than six (6) consecutive years.  In the case of an appointed Governor, an appointment shall be deemed to be the equivalent of a three (3) year term, regardless of the number of years actually served.  A Governor who has served 2 consecutive terms in office shall be eligible for election or appointment to the Board after a one (1) year hiatus.

 

Section 4.  Vacancies in the Board shall be filled by Presidential appointment, subject to ratification by the remaining members of the Board, even if less than a quorum.  Each person so elected shall serve until his/her successor is elected or appointed or until his/her earlier death, resignation or removal.

 

Section 5.  Any Governor who fails to perform the duties of his/her office or whose conduct is deemed prejudicial to the Club may be removed from office by a 2/3 vote of the Board after receipt of written notice of the charges against him/her and an opportunity to refute the charges before the Board.

 

Section 6.  Governors shall not be compensated for their services as such, but shall, upon authorization by the Board, receive reimbursement for reasonable expenses incurred in pursuit of the business of the Club.

 

Section 7.  Each Governor shall stand in a fiduciary relation to the Club and shall perform the duties of Governor in good faith, in a manner reasonably believed to be in the best interests of the Club and with such care as a person of ordinary prudence would use under similar circumstances.  Absent breach of fiduciary duty, lack of good faith or self-dealing, any action taken or not taken as a Governor shall be presumed to be in the best interests of the Club.   A Governor shall not be personally liable for monetary damages for any action taken or not taken unless the Governor has failed to perform the duties of his/her office in accordance with this Section and, such failure constitutes self-dealing, wilful misconduct or recklessness.

 

Section 8.  No Governor shall have or shall acquire any financial interest in any project which the Club is promoting or any contract or other transaction to which the Club shall be a party without disclosing same to the Board immediately upon learning of such interest.   Only disinterested Governors shall vote upon such contracts or transactions.

 

Article VI ‑ OFFICERS

 

Section 1.  The Officers of the Club shall be elected from and by the in-coming Board for the next fiscal year at a meeting called by the out-going President for that sole purpose to be held after each annual election of Governors but prior to July 1.  The Officers shall consist of:  a President; a Vice President; a Secre­tary; and a Treasurer, each of whom shall serve for a term of one fiscal year, or until his/her successor is elected or appointed.

 

Section 2.  The Board may also choose such other officers, assistant officers and agents as may be required who shall hold such office for such terms and shall have such authority and shall perform such duties as the Board may determine.

 

Section 3.  A vacancy in any office for any reason shall be filled by Presidential appointment, subject to ratification by the Board.

 

Section 4.  The President shall preside at all meetings of the Club and of the Board.  The President shall see that all orders and resolutions of the Board are carried into effect.  The President shall appoint all committee chairs and Operating Staff members, subject to the approval of the Board, and, excepting the Nominating Committee, shall be an ex‑officio member of each.

 

Section 5.  The Vice President shall, in the absence or disability of the President, preside at meetings of the Club and the Board,  perform the duties and exercise the powers of the President, and perform such other duties as the Board may prescribe or the President may delegate.

 

Section 6.  The Secretary shall attend all meetings of the Board and record all the votes and the minutes of all the transactions of the Club in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when requested.  The Secretary shall attend to the correspon­dence of the Club, issue notices of all meetings, and perform such other duties as assigned by the President.

 

Section 7.  The Treasurer shall have the custody of the Club’s funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club, and shall deposit all moneys and other valuable effects in the name and to the credit of the Club as directed by the Board.  The Treasurer shall disburse the Club’s funds at the direction of the Board, and in consultation with its Operating Staff, and shall present to the Board detailed accounts of all transactions and of the financial condition of the Club.  The Treasurer, and others as the Board may from time to time determine, shall be bonded.

 

Article  VII – COMMITTEES

 

Section 1.  The Board may establish one or more standing committees, consisting of one or more of the Governors and other Club members, including but not limited to the following:  a Production Committee; a Budget Committee; and a Nominating Committee.  Chairs of such committees shall be appointed by the President, subject to ratification by the Board, to serve during the President’s term.  Each standing committee shall have the authority of the Board only to the extent authorized by the Board, shall keep regular minutes of its proceedings and shall report such proceedings to the Board.

 

Section 2.  The President may appoint one or more ad hoc committees and designate the functions and membership of each, subject to the approval of the Board.  The President shall strive to appoint at least one Governor and shall appoint other such persons as he/she may determine to any such committee.  An ad hoc committee shall not exercise the authority of the Board unless, and then only to the extent authorized by the Board.  Each ad hoc committee shall serve at the pleasure of the President and the Board.

 

Section 3.  The Budget Committee shall include at least three persons and shall include the Treasurer and the Business Manager.  The Budget Committee shall be responsible for reviewing such financial and tax matters as may be referred to it by the Board and making recommendations to the Board affecting financial policy.

 

Section 4.  The Production Committee shall include the Business Manager, the Technical Director, all main stage directors of the current season, and others as appointed by the Producing Director with the approval of the Production Committee.  With the exception of the main stage directors of the current season, all other members of the Production Committee discussed in this paragraph shall be members ex-officio.   The Production Committee shall be responsible, subject to a budget approved by the Board, for the production of all plays in the current season as well as for the selection of all plays and the production schedule for the upcoming seasonThe Committee shall report same to the Board at or before the March Board meeting.  The Board may either accept or reject the report of the Production Committee, except that the Board must reject the report by a 3/5 vote The Committee shall provide guidance to individual directors regarding casting and staffing.

 

Section 5.  The Nominating Committee shall consist of not less than three members, one of whom shall be a member of the Board and serve as the Chairperson, and the remainder of whom shall be from the membership at large.  The Nominating Committee shall be responsible for recommending to the Board the names of candidates for Governors and Officers of the Club.  No member of the Nominating Committee shall be eligible for nomina­tion by the Committee.   Votes shall only be counted by the Nominating Committee, with all committee members present, anytime after the night last of voting and before the next regularly scheduled Board meeting.  Each Nominating Committee is dissolved after counting, verifying and reporting the results of the election.

 

Section 6.  Any committee member shall be removed from his/her position upon a 2/3 vote of the Board.

 

 

Article VIII ‑ OPERATING STAFF

 

Section 1.  The President, with the approval of the Board, shall appoint the following staff members, who need not be Governors, each of whom shall regularly inform the Board of his/her activities and who shall serve until his/her successor is appointed:

 

A.  A Producing Director, who, as Chair of the Production Committee and with the advice of that Committee, shall be responsible for the selection of individual directors for each season. The Producing Director shall, with the advice and approval of the Production Committee, report to the Board the names of the directors, the titles of the productions and the order of presentation of the shows intended for the upcoming season prior to any public announce­ment of same.  Except in extremely unusual circumstances, the Producing Director shall, with the advice of the Committee, report to the Board prior to any public announcement any necessary change in the production schedule for either the current or upcoming season including but not limited to the title of any show, the director of any show, the performances dates of any show and/or the order of presentation.

 

B. A Business Manager who shall, subject to a budget approved by the Board, have charge of the business as­pects of the Club including proposing an annual budget and approving all expenditures.

 

C. A Technical Director who shall, in consultation with the Producing Director and subject to a budget approved by the Board, have charge of all backstage equipment and arrangements and have general supervision over all technical committees and backstage workers. He/she shall cooperate with each individual director and help organize the technical staff for each production.

 

D. A Maintenance Director who shall, subject to a budget approved by the Board, have charge of the upkeep of the buildings and grounds of the Club and make, or cause to have made, all necessary repairs, alterations, or replacements.

 

Section 2.  Any Operating Staff member can be removed from his/her position upon a 2/3 vote of the Board.

 

 

Article IX ‑ NOMINATION AND ELECTION

 

Section 1.  By November 15 of each year, the President shall appoint a Nominating Committee as described in Article VII, Section 5, subject to the approval of the Board.

 

Section 2.  The Nominating Committee shall propose at least one candidate for each position to be filled and shall submit its nominations to the Board at its regularly scheduled meet­ing immediately prior to the Annual Meeting.  Those nominations approved by the Board shall be placed in nomination at the Annual Meeting.  Additional nominations may be made at the Annual Meeting with the approval of a majority of those entitled to vote in attendance.  Nominations from the floor at the Annual Meeting shall be limited to one-half of the number of vacancies on the Board.  In order to be eligible to be nominated from the floor, the candidate must either be present at the Annual Meeting or have delivered a letter expressing his or her willingness to serve on the Board if elected to the person making the nomination from the floor.  Said letter must be given to the President at the Annual Meeting.   A list of qualifications of each nominee shall be available for those members eligible to vote by the start of elections.

 

Section 3.  Governors shall be elected by a majority of the votes cast, by a paper ballot vote of the adult members entitled to vote, during the performances of the last regular production of the season. Voting shall be in person.  Proxies are not  permitted.

 

 

Article X –  MEETINGS OF THE BOARD OF GOVERNORS

 

Section 1.  The Board shall meet regularly, but no fewer than six times each year, at such times and places as shall be determined by the Board.  Notice of each regular meeting of the Board shall specify the date, place and time of the meeting and shall be available for each Governor at least five (5) days before the meeting.

 

Section 2.  Governors are expected to attend at least 2/3 of the regularly scheduled Board meetings.  Failure to do so may result in appropriate sanctions including removal from the Board.

 

Section 3.  The meeting for the election of Officers may be held immediately after the annual election at which such Governors were elected upon at least five (5) days notice to the newly-elected Governors.

 

Section 4.  Special Meetings of the Board may be called by the President at any time or within ten (10) days of the receipt by the President of the written request of 1/3 of the Governors  specifying the purpose of such meeting.  Notice of each Special Meeting shall be given to each Governor at least five (5) days prior to the meeting and shall specify the date, place and hour of the meeting and the nature of the business to be conducted at such Special Meeting.  Only business described in the notice shall be conducted.

 

Section 5.  A majority of all the Governors in office shall constitute a quorum at all regular or special meetings of the Board and the acts of a majority of the Governors present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by statute or these bylaws.

 

Section 6.  In unusual circumstances and with the prior approval of the President, Governors or committee members may actively participate in meetings of the Board or of committees, as the case may be, by means of speaker telephone, conference calling or similar equipment and all persons so participating shall be deemed present at the meeting.

 

Section 7.  Voting by proxy shall not be permitted.

 

 

Article XI –  MEETINGS OF THE CLUB

 

Section 1.  The annual meeting of the Club shall be held during the month of March at a time designated by the Board for the purpose of nominating Governors and to transact such other business as may be appropriate.  At least two weeks written notice of said meeting shall be mailed to each member of record entitled to vote at the meeting at his/her last known address.

 

Section 2.  At such meeting an annual report of the affairs of the Club shall be submitted by the President and the Treasurer.  The report of the Nominating Committee shall also be submitted.

 

Section 3.  Special Meetings of the Club may be called by the President at any time.  Special meetings shall be called by the President within two weeks of receipt by the President of the written request of 25%of the members entitled to vote specifying the object of the meeting.  At least 10 days written notice of such meeting shall be mailed to each member of record entitled to vote at said meeting at his/her last known address.  Said notice shall specify the nature of the business to be transacted and no business other than that so specified shall be transacted at such meeting.   

 

Section 4.  Twelve (12) adult members entitled to vote at meetings of the Club shall constitute a quorum.

 

 

Article XII ‑  GENERAL PROVISIONS

 

Section 1.  The fiscal year of the Club shall begin on the first day of July of each year.

 

Section 2.  All checks or demands for money and notes of the Club shall be signed by such Officers as the Board may from time to time designate.

 

Section 3.  The Board shall have the power to authorize the Officers of the Club to borrow money in its name in such amounts as shall be approved by the Board.  For an amount larger than $25,000. and for which a mortgage, judgment, or other lien shall be placed against the Club and/or its assets, the Board shall first receive the approval of the Club’s members entitled to vote at a duly called meeting of the Club.

 

Article XIII – INDEMNIFICATION

 

Section 1.  The Club shall indemnify any person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Governor, Op­erating Staff member (as defined herein), Front of House staff member, show director of the Club, or a member of the staff or cast of any production of the Club against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding to the full extent permis­sible under the law, if such person acted in good faith, in an authorized capacity on behalf of the Club, and in a manner reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to any criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful.

 

Section 2.  The termination of any action, suit or proceeding by judgment, order, settlement, or plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to a criminal proceeding, had reasonable cause to believe that his/her conduct was unlawful.

 

Section 3.  Indemnification pursuant to this Article shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct or recklessness.

 

Section 4.  Upon the request of any person seeking such indemnification, the Board shall determine whether such indemnifica­tion is permissible, or such determination shall be made by independent legal counsel if the Board so directs.

 

Section 5.  Expenses incurred by a person entitled to indemnification pursuant to this Article shall be paid by the Club in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such an amount if it is ultimately determined that such person is not entitled to be indemnified by the Club as authorized in this Article.

 

Section 6.  The indemnification and advancement of expenses provided pursuant to this Article shall continue and may inure to the benefit of such person’s heirs, executors and/or administrators.

 

Section 7.  The right of indemnification as provided in this Article shall be in addition to, and not exclusive of, all other rights to which such person may be entitled.

 

Article XIV ‑ AMENDMENTS

 

Section 1.  These Bylaws may be amended by a vote of two‑thirds of the members present and entitled to vote at any meeting of the Club. At least two weeks written notice shall be mailed to each member of record entitled to vote at his or her last known address.  Said notice shall specify that the purpose of the meeting is to consider the adoption, repeal or amendment of the bylaws and a copy of the proposed amendment(s) or a summary of the changes to be effected shall be enclosed with said notice.

 

 

 

ADOPTED this 22nd day of June, 1998, by the members of The Players Club of Swarthmore.

 

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