Minot Area Theatrical Society

MATS Bylaws

Jan 10, 2007

ARTICLE I – Name

The name of the corporation shall be Minot Area Theatrical Society, also known as MATS.

ARTICLE II –Purposes

The purposes for which this society was formed are:
To promote and to develop an appreciation for, and participation in, community theater and the dramatic arts.
To create an environment in which dramatic arts can grow and produce a more vital community in which to live.
To educate the local and surrounding communities on all forms of dramatic arts.

ARTICLE III – Membership

Membership in the Minot Area Theatrical Society shall consist of two classifications: Organizational and General.
Organizational membership is automatic upon participation in an official MATS event and shall be terminated upon written request to a board member by said individual. The Board has the right to terminate any organizational member with a 2/3 vote, with 100% of the Board Members voting.
General membership shall consist of any person who wishes to become part of the MATS mailing list; regardless of race, religion, gender, sexual orientation, and age. General membership is terminated by the request of the individual or upon evidence the individual no longer exists. Membership in the Minot Area Theatrical Society is free as a service to the community and surrounding area.

ARTICLE IV – Affiliation

  1. Any member of MATS may be a member of any organization of similar intent and purpose.
  2. Membership on the Minot Area Council of the Arts (MACA) Board of Directors is mandatory. A Board-appointed representative will attend all MACA board meetings.

ARTICLE V – Executive Director

  1. The Executive Director shall manage the daily affairs of MATS.
  2. The Executive Director must be at least 21 years old and shall:

a. Be a permanent position hired by the Board of Directors with a salary as determined by the Board of Directors.
b. Manage all operations of MATS as he/she sees fit with exception of finances and legalities.

c. Manage and maintain the membership rosters and mailing lists.
d. Manage and conduct publicity with board approval.
e. Act as a general representative to any outside agency seeking services from MATS.
f. Manage reservations and maintain reservation listings prior to each performance. The Executive Director has the right to set group rates on a case by case basis which cannot exceed 50% of the general admission performance price set by the board.
g. Shall be the location manager and is responsible for finding the location and making sure the location agreement is carried out.
h. Maintain and file all tax and state forms. The Executive Director, with Board approval, may seek advice or assistance from an accountant and/or an attorney.
i. Serve as an Executive Board member, and may vote only on issues involving the bylaws or a change in the Board of Directors.

ARTICLE VI – Board of Directors

  1. The Board of Directors shall consist of five Officers and two to four Members-at-Large. The Executive Committee, otherwise known as the Officers, shall consist of the President, Vice-President, Secretary, Treasurer, and Historian. Each Officer must be at least 18 years of age. Each Member-at-Large must be at least 16 years of age.

a. The President shall:

Chair, or delegate the chair of, all regular Board meetings.
Call emergency full Board meetings as necessary with a 24-hour prior notification, unless waived by all Board members. The request for an emergency full Board meeting can come from any organizational member.
Act as authorizing signature on all finances committed by MATS.
Shall manage Front-of-House duties, including staffing, ticket selling, and seating during productions.
Has the authority to cancel any production in the absence of time to call a full Board meeting.
Serve a two-year term with no compensation.

b. The Vice-President shall:

Chair, or delegate the chair of, all Executive Board meetings.
Call any necessary Executive Board meeting, with a 24-hour prior notification, unless waived by all Executive Board members. The request for an emergency Executive Board meeting can come from any Board member.
Act as President when the President is unable to fulfill his/her duties.
Act as authorizing signature on all finances committed by MATS.
Chair the nominating committee responsible for recruiting candidates for Board positions.
Serve a two-year term with no compensation.

c. The Secretary shall:

Schedule all Board and Executive Board meeting locations, and will act as the sole contact person for meeting locations.
Maintain a calling list of the Board of Directors and the Executive Director to notify them of any changes in the meeting schedule.
Record minutes at all meetings and make those minutes available to the Board. Public meeting minutes will be posted on the website.
Maintain these bylaws.
Maintain the daily procedures.
Ensure all Board Members and the Executive Director have access to the current bylaws and the daily procedures.
Serve a two-year term with no compensation.

d. The Treasurer shall:

Chair and appoint the fund-raising committee and manage all fund-raising activities except productions. These include but are not limited to raffles and concessions. The Board must approve all fund-raising activities.
Maintain and balance MATS finances.
Act as authorizing signature on all finances committed by MATS.
Require receipts of all business transactions.
Act as the sole financial contact with financial institutions and grantors.
Serve a two-year term with no compensation.

e. The Historian shall:

Maintain and update all historical records for MATS.
Record all MATS activities including who participated and any other information deemed necessary by the daily procedures.
Make these records available to the public upon request.
Have the current and previous season’s scrapbooks available at all MATS events or whenever requested.
Serve a two-year term with no compensation.

f. The Members-at-Large shall:

Act as equal voting members at all board meetings.
Serve a two-year term with no compensation.

ARTICLE VII – Election of the Board of Directors

  1. Nominations/applications for Board of Director positions will take place in September and October of every even year. Nominations may be placed in writing and submitted to the Vice-President, or may be brought forth at a Board meeting.
Nominations must contain qualifications and intentions of the Nominee.
Nominations will be published no later than October 15th.

2. The organizational membership will elect seven to nine applicants to the Board of Directors no later than November 15th. Elected Board Members will attend the next Board meeting. The current Board in attendance will select the Officers. The new Board will take over duties as of January 1st. The current President and the Executive Director will break any ties.

ARTICLE VIII – Board Meetings

  1. The Board shall hold meetings at least once a month, with the exception of December.
  2. A quorum to conduct official business in a Board meeting consists of five voting Board members, three of which must be Executive Board members. The President or the Vice-President must be in attendance in order to form a quorum.
  3. A quorum to conduct official business in an Executive Board meeting consists of three voting Executive Board members. The President or the Vice-President must be in attendance in order to form a quorum.
  4. All official business may be conducted with a simple majority vote, except as otherwise noted in these bylaws. A vote consists of one of three decisions: Yes, No, or Abstain. An Abstention fulfills any 100% requirement directed by these Bylaws.
  5. Votes by advanced proxy must be submitted to the Secretary. Failure to do so will constitute a non-vote.
  6. All meetings shall be conducted in accordance with Robert’s Rules of Order unless waived by all voting Board Members present. The Board must appoint a parliamentarian.
  7. Motions to close the Board meeting to the public may be entertained at any point during the meeting.
  8. All agenda items must be submitted to the Secretary no later than 48 hours prior to any meeting, unless waived by the Secretary. Agenda items submitted after this timeframe may be tabled.

ARTICLE IX – Vacancies

1. If any position on the Executive Board, with exception of the President, becomes temporarily vacant, any Board member may perform the duties of the position without creating a vacancy in either position.

2. Executive Board Permanent Vacancies

a. If the position of President becomes vacant the Vice-President will assume the position of President, thus creating a vacancy in the Vice-Presidency.

b. If any other position of the Executive Board becomes vacant the remaining Board may appoint someone from the Members-at-Large, thus creating a vacancy in the appointee’s position.

c. Anyone filling a vacancy will serve out the remainder of the term.

d. Anyone wishing to terminate their position on the Executive Board must do so in writing and submit it to the Secretary, who will then inform the remaining Board members. Any Executive Board Member who knows in advance that he/she will be absent for four or more consecutive months must resign their position.

e. A removal of any Executive Board member requires a unanimous vote by the remainder of the Board, with 100% of the Board Members voting. The Board Member in question needs to be present at the meeting for an inquiry. Absence by the Board Member constitutes agreement to whatever decision is made.

f. Absence from any four Board meetings during each calendar year shall be grounds for a vote of no confidence and may result in removal from the Board. The Board may waive any absence depending on the circumstance.

3. Member-at-Large Permanent Vacancies

a. If any Member-at-Large position becomes vacant, the remaining Board may appoint someone from the organizational membership to fill the vacancy for the remainder of the term.

b. Anyone wishing to terminate their position as Member-at-Large must do so in writing and submit it to the Secretary, who will then inform the remaining Board members. Any Member-at-Large who knows in advance that he/she will be absent for four or more consecutive months must resign their position.

c. A removal of any Member-at-Large requires a 2/3 vote by the remainder of the Board, with 100% of the Board Members voting. The Board Member in question needs to be present at the meeting for an inquiry. Absence by the Board Member constitutes agreement to whatever decision is made.

d. Absence from any four Board meetings during each calendar year shall be grounds for a vote of no confidence and may result in removal from the Board. The Board may waive any absence depending on the circumstance.

4. Executive Director Vacancy

a. If the position of Executive Director becomes vacant:

A Board Member shall act as Executive Director in the interim, at full Executive Director’s salary, on a pro-rated basis.
The Board may hire someone from the organizational membership to include other Board members. If another Board member takes over, he/she must resign from the Board.
Upon decline by anyone in the organizational membership, the Board shall advertise the opening to the general public, conduct interviews, and hire a new Executive Director, with a 2/3 vote with 100% of the Board members voting.

b. If the Executive Director wishes to resign, he/she must do so in writing to the Secretary who will then inform the remaining
Board members.

c. Removal of the Executive Director will require a unanimous vote by the remaining Board, with 100% Board Members voting. The Executive Director needs to be present at the meeting for an inquiry. Absence by the Executive Director constitutes agreement to whatever decision is made.

 

ARTICLE X – Finances

  1. The Treasurer shall be responsible for all finances handled within MATS.
  2. Any contributions, donations, sales, etc. given to MATS shall be handed over to the Treasurer within 24 hours. Failure to do so could result in legal action at the expense of the individual. The Treasurer will deposit these funds on the next business day. The Treasurer has the right to extend either deadline depending on circumstances, but in no case shall extend the deadline past one week.
  3. Proposed spending shall be presented at a Board meeting by anyone wishing to make a purchase in the name of MATS for the month. These proposals shall include the item, quantity, price (including tax), point of sale, as well as alternate points of sale.
  4. Anyone wishing to purchase an item for MATS may do so without proper approval with the understanding that such a purchase may not be approved. Any credit card fees or bank charges accrued will be the responsibility of the individual.
  5. The Treasurer shall pay back the following people in order to the maximum extent possible:
    1. Any business other than MATS.
    2. Any individual outside of MATS.
    3. Any General member of MATS.
    4. Any Organizational member of MATS
    5. Any Board member of MATS
    6. Any member of any category may waive their payment to the next lower category or another member of the same category.
    7. The Treasurer shall not drop below $300.00 in the checking account in order to pay off debts.

6. The Treasurer shall make payment on a percentage scale if two or more members of the same category above need money. The percentage scale is determined by the amount owed to an individual divided into the total debt from that category. That will be the percentage that the individual will get paid from the available funds.

7. Only the Treasurer, the President, and the Vice-President shall have access to any funds of MATS.

8. The President has the right to authorize emergency spending up to $100.

ARTICLE XI – Amendments to the Bylaws

Any article in these bylaws may be amended by a 2/3 majority of the Board of Directors, with 100% of the Board Members voting.

ARTICLE XII – Dissolution of the Organization

  1. The decision to dissolve MATS requires a unanimous vote with 100% of the Board Members voting.
  2. Upon dissolution all debts shall be paid, in accordance with Article X, to the maximum extent possible.
  3. The Treasurer shall close the checking account.
  4. The Executive Director shall file all necessary paperwork with the state and the IRS.
  5. Any remaining funds shall be donated to the Minot Area Council of the Arts.
  6. Theater properties may be sold, auctioned, or donated by the President with those proceeds going to pay off debts or as a donation to the above organization.

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