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Board Of Directors
President & Treasurer, Aaron Masi
Vice President & Artistic Director, Connie Coleman
Secretary, Alex Dostie
Member-at-large, Michael Jordan Evans
Member-at-large, Dean Dennis
Member-at-large, Dawn Dennis
Member-at-large, Isara Masi
Vice President & Artistic Director, Connie Coleman
Secretary, Alex Dostie
Member-at-large, Michael Jordan Evans
Member-at-large, Dean Dennis
Member-at-large, Dawn Dennis
Member-at-large, Isara Masi
BYLAWS OF THE GREEN CANDLE THEATRE COMPANY
(updated July 2008)
Bylaws
These Bylaws, ratified and amended unanimously by the Board of Directors on July 1, 2008 supplement the Articles of Association filed on January 26, 1990 with the State of Vermont, and on such day the State granted non-profit corporate status and the right to use the name Garage Theatre, Garage Theatre Corporation, Garage Theatre, Inc., and/or Green Candle Theatre Company.
Furthermore these Bylaws superceed any previous document(s) should a conflict arise. These Bylaws serve the sole purpose of outlining the legal requirement of this Corporation to the State of Vermont and the Federal Government of the United States.
1. Name
Effective September 13, 1993, the name of this Corporation shall be the Green Candle Theatre Company, unless changed by the unanimous vote of the Board of Directors at any regular or special meeting of that Board, and on such date the State granted the right to use the name.
2. Registered Office and Registered Agent
Green Candle Theatre Company shall maintain and continuously maintain in the State: 1) A Registered Office. The Registered Office of the Green Candle Theatre Company is located at 47 Front Street, Burlington, Vermont 05401.
2) A Registered Agent. Aaron Masi shall be the Agent of the Green Candle Theatre Company upon whom any process, notice, or demand required or permitted by law, or be served upon Green Candle Theatre Company, shall be served.
Green Candle Theatre Company shall cause the address of its Registered Office and the name and address of its Registered Agent to be filed with the Secretary of the State of Vermont. The Registered Office who will maintain a record of the names and addresses of its Board of Directors.
3. Purpose
The purpose of this Corporation shall be to reorganize and provide our community with a theatrical service.
Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster the national or international amateur sports competition (but only if not part of its activities involve the providing of facilities or equipment) or for the prevention of cruelty to children or animals as specified in Section 501 (c) 3 of the IRS code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c)3 the IRS code of 1954.
4. Membership
The Members of the corporation shall be non-voting. Membership shall consist of all of those who participate in theatrical productions: whom are granted a yearly membership by the Board of Directors.
5. Board of Directors
The property and business of the corporation shall be managed by a board of directors consisting of four (4) Officers, but not less than three (3), and no more than six (6), to include two (2) auxiliary Board members, each of whom shall be a resident of the State of Vermont and shall be a member of the
corporation. The normal Officer term shall be two (2) years. Officers shall be elected at an annual meeting of the Board every second year. The Board has sole voting privileges. Officers may be appointed by the Board of Directors and may be removed by the Board of Directors. (T.11.2371)
“The number of [Officers] may be increased or decreased from time to time by amendment to the bylaws.” “The number of [Officers] shall not be less than three (3).” “No decrease in the number shall have the affect of shortening the term of any incumbent [Officer].” (T.11.2365)
In case of any vacancies of the Board of Directors caused by death, resignation, or otherwise, such vacancies shall be filled for the unexpired term by the remaining members of the Board of Directors, whether a majority and a quorum or less. In the event that the number of members of the Board of Directors falls below three (3), the remaining Board member(s) shall appoint new member(s) until the Board returns to at least three (3).
6. Meetings
Regular meetings of the Board shall be held at least once every month on such day of every month as shall be agreed upon by the Board. Annual Meeting shall be held. Special meetings may be held by the Board of Directors from time to time as the business of the corporation might require, and such meetings may be called by any of the members of the Board of Directors. Notice of every meeting shall be given to each Director by telephone, posted notice, or other method as the Board may decide. Meetings may be held at such time and place as the Board may decide. A quorum of the board shall consist of a majority of the Directors present at any meeting. Any action consented to in writing by each and every Officer shall be as valid as if adopted by the Board of Directors at a duly held meeting. (T.11.2367)
7. Officers
The Officers of the corporation shall be a President, Vice President, Secretary, and Treasurer, and any such Officer as the Board of Directors shall from time to time appoint. Two or more offices may be held by the same person, except the offices of President and Secretary, yet no so as to diminish the number of Officers below three (3) unless otherwise amended.
Duties and Authority of President: The President shall preside at all meetings of the Board of Directors and of its Executive Committee. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized by the board. The President shall act as, or appoint, the Executive Director of Green Candle Theatre Company.
Duties and Authority of Vice President: The Vice President shall exercise the powers and perform the duties of the president in her absence or during her inability to act. The Vice President shall also have such powers and performs such duties as may from time to time be assigned to her by the Board of Directors. The Vice-President shall act as, or appoint, the Artistic Director of Green Candle Theatre Company.
Duties and Authority of Treasurer: The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President of the Board.
Duties and Authority of Secretary: The Secretary shall keep or cause to be kept minutes or records of the meetings of the Board of Directors and shall issue all notices of the Corporation.
8. Books and Records
Green Candle Theatre Company shall keep correct and complete: 1) books and records of account (see Treasurer); 2) minutes of the Board of Directors and all Committees (see Secretary); “All books and records of a Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time.” (T.11.2372)
9. Committees
Committees may be established by the Board and must consist of two (2) or more Officers. Such Committees shall have and exercise all of the authority of the Board of Directors, with the exception of: 1) Amending, altering, or repealing the bylaws; 2) Electing, appointing or removing any member of any such Committee, or any Director or Officer of Green Candle Theatre Company;
3) Amending or restating the article of incorporation for mergers or consolidation with another corporation; 4) Authorizing the sale, lease, exchange or mortgage, of all or substantially all of the property and assets of Green Candle Theatre Company; 5) Dissolving Green Candle Theatre Company; and 6) Violating any resolution of the Board of Directors. (T.11.2368)
Committees shall also consist of the integral cast and crew of Green Candle Theatre Company’s stage productions (Membership) unless otherwise consistent with the resolutions of the Board. A quorum of the Committee members is necessary for action. A quorum shall consist of the majority of the members of the Committee.
The President shall appoint such committees, subject to the approval of the Board of Directors, as is necessary to expedite the work of the Corporation, including, but not limited to, the following committees:
Executive Committee – The Executive Committee shall be composed of all of the elected Officers and such additional members as are appointed by the President with consent of the Board.
Finance and Fundraising Committee – The Board shall appoint one or more of its members as a Finance and Fundraising Committee. It shall be the responsibility of this Committee to devise ways and means for providing the necessary funds to facilitate the operation and development of the corporation and its facilities.
10. Fiscal Year
Fiscal Year of the corporation shall be January 1st through December 31st of the current year.
11. Amendments
These Bylaws may be amended by the affirmative vote of the majority (in the current case: three-fourths) of the members of the Board acting at any special or regular meeting. Only the Board of Directors may amend the Bylaws. (see T.11.2451-2453)
Articles of Amendment shall be filed with the Secretary of the State of Vermont. (T.11.2454) Only upon issuance of a Certificate of Amendment by the Secretary of the State of Vermont shall the Amendment(s) become effective. (T.11.2454.c)
12. Restated Articles of Association
The Board of Directors reserves the right at any time to restate its Articles of Association as provided for in T.11.2455.
13. Dissolution – Dedication and Distribution of Assets
The Corporation may be dissolved by a resolution adopted by a majority of the Board of Directors in Office. Upon the dissolution of the Corporation the Board of Directors shall, after making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation in such manner, or to such organization, or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization, or organizations, under Section 501(c)3 of the IRS Code, as the Board of Directors shall determine.
Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) 3 of the IRS Code or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for public purpose. (see IRS Rev. Proc. 82-2 Sect. 3.05)
These Bylaws, ratified and amended unanimously by the Board of Directors on July 1, 2008 supplement the Articles of Association filed on January 26, 1990 with the State of Vermont, and on such day the State granted non-profit corporate status and the right to use the name Garage Theatre, Garage Theatre Corporation, Garage Theatre, Inc., and/or Green Candle Theatre Company.
Furthermore these Bylaws superceed any previous document(s) should a conflict arise. These Bylaws serve the sole purpose of outlining the legal requirement of this Corporation to the State of Vermont and the Federal Government of the United States.
1. Name
Effective September 13, 1993, the name of this Corporation shall be the Green Candle Theatre Company, unless changed by the unanimous vote of the Board of Directors at any regular or special meeting of that Board, and on such date the State granted the right to use the name.
2. Registered Office and Registered Agent
Green Candle Theatre Company shall maintain and continuously maintain in the State: 1) A Registered Office. The Registered Office of the Green Candle Theatre Company is located at 47 Front Street, Burlington, Vermont 05401.
2) A Registered Agent. Aaron Masi shall be the Agent of the Green Candle Theatre Company upon whom any process, notice, or demand required or permitted by law, or be served upon Green Candle Theatre Company, shall be served.
Green Candle Theatre Company shall cause the address of its Registered Office and the name and address of its Registered Agent to be filed with the Secretary of the State of Vermont. The Registered Office who will maintain a record of the names and addresses of its Board of Directors.
3. Purpose
The purpose of this Corporation shall be to reorganize and provide our community with a theatrical service.
Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster the national or international amateur sports competition (but only if not part of its activities involve the providing of facilities or equipment) or for the prevention of cruelty to children or animals as specified in Section 501 (c) 3 of the IRS code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c)3 the IRS code of 1954.
4. Membership
The Members of the corporation shall be non-voting. Membership shall consist of all of those who participate in theatrical productions: whom are granted a yearly membership by the Board of Directors.
5. Board of Directors
The property and business of the corporation shall be managed by a board of directors consisting of four (4) Officers, but not less than three (3), and no more than six (6), to include two (2) auxiliary Board members, each of whom shall be a resident of the State of Vermont and shall be a member of the
corporation. The normal Officer term shall be two (2) years. Officers shall be elected at an annual meeting of the Board every second year. The Board has sole voting privileges. Officers may be appointed by the Board of Directors and may be removed by the Board of Directors. (T.11.2371)
“The number of [Officers] may be increased or decreased from time to time by amendment to the bylaws.” “The number of [Officers] shall not be less than three (3).” “No decrease in the number shall have the affect of shortening the term of any incumbent [Officer].” (T.11.2365)
In case of any vacancies of the Board of Directors caused by death, resignation, or otherwise, such vacancies shall be filled for the unexpired term by the remaining members of the Board of Directors, whether a majority and a quorum or less. In the event that the number of members of the Board of Directors falls below three (3), the remaining Board member(s) shall appoint new member(s) until the Board returns to at least three (3).
6. Meetings
Regular meetings of the Board shall be held at least once every month on such day of every month as shall be agreed upon by the Board. Annual Meeting shall be held. Special meetings may be held by the Board of Directors from time to time as the business of the corporation might require, and such meetings may be called by any of the members of the Board of Directors. Notice of every meeting shall be given to each Director by telephone, posted notice, or other method as the Board may decide. Meetings may be held at such time and place as the Board may decide. A quorum of the board shall consist of a majority of the Directors present at any meeting. Any action consented to in writing by each and every Officer shall be as valid as if adopted by the Board of Directors at a duly held meeting. (T.11.2367)
7. Officers
The Officers of the corporation shall be a President, Vice President, Secretary, and Treasurer, and any such Officer as the Board of Directors shall from time to time appoint. Two or more offices may be held by the same person, except the offices of President and Secretary, yet no so as to diminish the number of Officers below three (3) unless otherwise amended.
Duties and Authority of President: The President shall preside at all meetings of the Board of Directors and of its Executive Committee. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized by the board. The President shall act as, or appoint, the Executive Director of Green Candle Theatre Company.
Duties and Authority of Vice President: The Vice President shall exercise the powers and perform the duties of the president in her absence or during her inability to act. The Vice President shall also have such powers and performs such duties as may from time to time be assigned to her by the Board of Directors. The Vice-President shall act as, or appoint, the Artistic Director of Green Candle Theatre Company.
Duties and Authority of Treasurer: The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President of the Board.
Duties and Authority of Secretary: The Secretary shall keep or cause to be kept minutes or records of the meetings of the Board of Directors and shall issue all notices of the Corporation.
8. Books and Records
Green Candle Theatre Company shall keep correct and complete: 1) books and records of account (see Treasurer); 2) minutes of the Board of Directors and all Committees (see Secretary); “All books and records of a Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time.” (T.11.2372)
9. Committees
Committees may be established by the Board and must consist of two (2) or more Officers. Such Committees shall have and exercise all of the authority of the Board of Directors, with the exception of: 1) Amending, altering, or repealing the bylaws; 2) Electing, appointing or removing any member of any such Committee, or any Director or Officer of Green Candle Theatre Company;
3) Amending or restating the article of incorporation for mergers or consolidation with another corporation; 4) Authorizing the sale, lease, exchange or mortgage, of all or substantially all of the property and assets of Green Candle Theatre Company; 5) Dissolving Green Candle Theatre Company; and 6) Violating any resolution of the Board of Directors. (T.11.2368)
Committees shall also consist of the integral cast and crew of Green Candle Theatre Company’s stage productions (Membership) unless otherwise consistent with the resolutions of the Board. A quorum of the Committee members is necessary for action. A quorum shall consist of the majority of the members of the Committee.
The President shall appoint such committees, subject to the approval of the Board of Directors, as is necessary to expedite the work of the Corporation, including, but not limited to, the following committees:
Executive Committee – The Executive Committee shall be composed of all of the elected Officers and such additional members as are appointed by the President with consent of the Board.
Finance and Fundraising Committee – The Board shall appoint one or more of its members as a Finance and Fundraising Committee. It shall be the responsibility of this Committee to devise ways and means for providing the necessary funds to facilitate the operation and development of the corporation and its facilities.
10. Fiscal Year
Fiscal Year of the corporation shall be January 1st through December 31st of the current year.
11. Amendments
These Bylaws may be amended by the affirmative vote of the majority (in the current case: three-fourths) of the members of the Board acting at any special or regular meeting. Only the Board of Directors may amend the Bylaws. (see T.11.2451-2453)
Articles of Amendment shall be filed with the Secretary of the State of Vermont. (T.11.2454) Only upon issuance of a Certificate of Amendment by the Secretary of the State of Vermont shall the Amendment(s) become effective. (T.11.2454.c)
12. Restated Articles of Association
The Board of Directors reserves the right at any time to restate its Articles of Association as provided for in T.11.2455.
13. Dissolution – Dedication and Distribution of Assets
The Corporation may be dissolved by a resolution adopted by a majority of the Board of Directors in Office. Upon the dissolution of the Corporation the Board of Directors shall, after making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation in such manner, or to such organization, or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization, or organizations, under Section 501(c)3 of the IRS Code, as the Board of Directors shall determine.
Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) 3 of the IRS Code or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for public purpose. (see IRS Rev. Proc. 82-2 Sect. 3.05)
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