Las Cruces Community Theatre Bylaws

enacted May 14, 2020

ARTICLE I. Name and Location

  1. This organization shall be known as Las Cruces Community Theatre.

  2. The Las Cruces Community Theatre shall be located in Doña Ana County, New Mexico.

ARTICLE II. Objective

The objective of Las Cruces Community Theatre is to provide broad-based community opportunity and participation in all phases of the theater arts as an incorporated, non-profit organization.

ARTICLE III. Membership

  1. Las Cruces Community Theatre membership shall consist of Premier Patrons, (patrons who make a single donation of $5000 or more) Lifetime members (patrons who make a single donation of $1000 or more) of the Theatre, and those persons who demonstrate significant volunteer support of the Theatre during the past two(2) seasons as determined by the Board of Directors.

  2. Each member, as defined in paragraph A, above, shall be entitled to one vote at general or special membership meetings.

ARTICLE IV. Board of Directors

  1. There shall be a Board of Directors, elected by the membership, whose duties and responsibilities shall be to perform all functions inherent in the administration of the organization. This Board shall consist of the Executive Board plus twelve elected delegates at large. Each member of the Board of Directors shall be elected by the membership for a two-year term. Members of the Board of Directors may succeed themselves. Elections shall normally occur during the general meeting of the membership in May of each even-numbered year. A special election may be called at any time if the number of board members drops below nine (9).

  2. The Executive Board shall consist of a President, a Secretary, a Treasurer, and Vice Presidents of Subscriptions/Membership, Development, and Public Relations. The Executive Board shall be empowered to conduct all business of the organization. The Officers of the Executive Board shall be elected by the membership during the general meeting.

  3. The Past President may, at the discretion of the current Executive Board be a non-voting, ex-officio member of the Executive Board

  4. If a member of the Board of Directors misses three consecutive Board meetings, or if a member of the Executive Board misses three consecutive meetings of the Executive Board, the Board of Directors, or any combination thereof, the position may, at the discretion of the Board, be considered vacant.

  5. A member of the Board of Directors may be removed from office for misfeasance, malfeasance, or disruptive influence by an affirmative vote of at least three-fourths of the members of the Board of Directors.

  6. If an Executive Board position or a Board of Director Position is vacated, the Board of Directors shall elect a new member at a regular board meeting. The newly elected Executive Board member shall complete the term of the member being replaced.

  7. If a member of the Board of Directors is removed or resigns for any reason, the Board may continue to operate with as few as nine members until appropriate candidates are found and voted into the vacant position(s) by the Board of Directors at a regular board meeting. If the membership of the Board of Directors falls below nine, a special election of the membership must be held.

  8. The Board of Directors shall uphold the bylaws. Management of the organization is the responsibility of the Executive Board and shall be reviewed by the Board of Directors.

  9. Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Theatre to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE V. Meetings

  1. There shall be a general meeting of the membership in May of every even-numbered year, upon such date as may be determined by the Board of Directors, to elect new members of the Board of Directors and to conduct such other business as presented by the Board of Directors or the membership. Written or e-mail notice of the meeting shall be given to the membership not less than fourteen days prior to said meeting.

  2. There shall be such other special membership meetings as may be considered necessary by the Board of Directors upon fourteen days written notice by email to the membership.

  3. At general and special meetings of the membership, the members present shall constitute a quorum.

  4. Meetings of the Board of Directors shall be called regularly at least four times per year by the President. Notice of the time and place shall be given by the secretary. At all meetings of the Board of Directors, a simple majority of the members of the Board of Directors shall constitute a quorum.

  5. Special meetings of the Board of Directors may be held upon due notice to all members of the Board of Directors.

  1.  The Executive Board shall meet at least twice per year in addition to the meeting of the Board of Directors as called by the President. At least four of the six Executive Board members must be present to constitute a quorum.

  2. Special meetings of the Executive Board may be held by the call of the President. The President must make a good faith effort to notify all members of the Executive Board of all special meetings of the Executive Board.

  3. There shall be a transitional meeting of outgoing, incoming, and sustaining members of the Board of Directors held not more than thirty (30) days after the annual meeting, the exact time and place to be determined at the pleasure of the Board of Directors. At this meeting, the outgoing, incoming, and sustaining members of the Boards of Directors present shall constitute a quorum.

  4. Any meeting of the membership, Board of Directors, or Executive Board may be held in person, by email, or any electronic method allowing communication between all parties.

ARTICLE VI. Parliamentary Procedure

The rules contained in Robert's Rules of Order shall govern the membership in all cases to which they are applicable and are not inconsistent with the by-laws.

ARTICLE VII. By-laws

The By-laws of the Las Cruces Community Theatre may be amended by an affirmative vote of a majority of the Board of Directors members present at any regular board meeting, provided that a summary of the proposed amendment or amendments is provided to the Board of Directors prior to the meeting. The by-laws must contain:

  1. a statement of the mission of the Las Cruces Community Theatre,

  2. a definition of the membership of the Las Cruces Community Theatre,

  3. a definition of the Board of Directors and the Executive Board,

  4. the method by which Board members and Executive Board members are elected, their terms of office, and the process by which they are replaced.

  5. The by-laws must also contain statements concerning the frequency of meetings of the membership, the Board of Directors, and the Executive Board as well as the manner in which those meeting are called.

ARTICLE VIII. Dissolution

All Directors and Members shall be deemed to have expressly consented and agreed that upon dissolution of winding up the affairs of the Las Cruces Community Theatre, whether voluntary or involuntary, the assets of the Theatre then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, upon such terms and in such amounts and proportions as the Board of Directors may impose and determine, to one or more organizations which themselves are exempt as organizations described in Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or the Federal, State, or Local government of or exclusively public purposes.

ARTICLE IX. Indemnification

The Las Cruces Community Theatre agrees to indemnify any director or officer or former director or officer of the Theatre, to the fullest extent allowed by Section 53-8-26 NMSA, against reasonable expenses, costs, and attorneys' fees actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been a director or officer. The indemnification shall include any amounts paid to satisfy a judgment or to compromise or settle a claim. The director or officer shall not be indemnified if he/she shall be adjudged to be liable on the basis that he has breached or failed to perform the duties of his/her office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a director or officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding provided that the director or officer must reimburse the corporation if it is subsequently determined that the director or officer was not entitled to indemnification. As used in this section "director" means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of the Las Cruces Community Theatre.

The Board of Directors shall take all such actions that may be necessary and appropriate to authorize the Las Cruces Community Theatre to pay the indemnification required by this Article, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due to him or her.

Any person who at any time after the adoption of this section serves in any of the aforesaid capacities for or on behalf of the Las Cruces Community Theatre shall be deemed to be dealing or to have done so in reliance upon, and in consideration for, the right of indemnification provided herein. Such rights shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to such person may be entitled apart for the provision of this section, or any by-law agreement, vote of Directors or otherwise