BYLAWS OF THE
COMMUNITY LIGHT OPERA AND THEATRE ASSOCIATION
A
This organization is known as the
Community Light Opera and Theatre Association and may be designated as
CLOTA. CLOTA is an incorporated
nonprofit 501(c)(3) and is centered in
This corporation is organized exclusively for one or more of the
purposes as specified in Section 501(c)(3) of the Internal Revenue Code,
including, for such purposes, the making of distributions to organizations that
qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue
Code.
SECTION 2: SPECIFIC
OBJECTIVES AND PURPOSES
The primary
purpose of this organization is to promote the performing arts through the
giving of public performances, including sponsoring special events for the
benefit of the community or the organization as a whole, and through
establishing educational activities.
SECTION 1: DEFINITION
Members of this organization include
anyone who meets the category requirements.
Membership categories include but are not limited to general members,
associate members, and honorary life members as outlined below. Memberships are no longer than 1 calendar
year and are nontransferable. The Board
of Directors is given the authority to create other membership categories as
needed.
A.
General Members. General
members are those individuals who have submitted the requisite form and dues,
and may be anyone 18 years of age or older.
General members may participate in any aspect of the organization, which
includes but is not limited to participating in the organization’s productions,
serving on committees, voting, running for and serving on the Board of
Directors. The Board of Directors is responsible for setting dues and
determining donation categories based on this definition.
B.
Family Members. Family
memberships consist of a maximum of two general members and associate members
within the immediate family as listed on the requisite form.
C.
Life Members. "Life
memberships" is a designation no longer used in this organization. Previous Life memberships given by CLOTA
shall be honored and shall be given all rights and privileges of general
memberships.
D.
Honorary
Life Members. Honorary life members serve in the same
capacity as general members, but pay no dues.
Honorary life membership is bestowed by majority vote of the Board of
Directors upon individuals who, the Board believes, have significantly
contributed to the organization.
E.
Associate Members.
Associate members are those individuals who are under the age of 18
years and have submitted the requisite form.
Associate members may participate in productions of the organization,
but have no other privileges of a general member. The Board may bestow an associate membership
upon any individual unable to pay the requisite general membership dues.
A. Membership is automatically terminated at
the end of each calendar year.
B. Membership may also be terminated by the
Board of Directors if it is found that a member has engaged in conduct
unbecoming and materially and seriously prejudicial to the interests of the
purposes of the corporation.
C. Member will be given 15 days prior notice
of the termination and the reasons therefore.
Written notice of the termination must be given through either first
class or registered mail, sent to the last address shown on the corporation’s
records. If requested, an opportunity
will be provided for the member to be heard orally by a quorum of the Board of
Directors or in writing, not less than 5 days before the effective date of the
termination. All rights of membership
cease upon termination.
Section 3: NONLIABILITY OF DIRECTORS AND MEMBERS
The
directors and members shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
SECTION 1: ANNUAL AND OTHER MEETINGS
A.
Meetings will be held twice yearly, once for the purpose of nominating a
Board Directors, and once for the purpose of awards, recognitions, and annual
reports, including a financial report.
B.
Other general membership meetings may be held at the discretion of the Board
of Directors.
C.
Special meetings may be called by either the majority of the Board of
Directors, the Board President, or 5 percent of the general membership of the
corporation.
SECTION 2: NOTICE OF MEETINGS
A written notice of the meeting shall
be mailed by the Secretary not less than 10 nor more than 90 days before the
date of the meeting to each member.
SECTION 3: QUORUM FOR MEETINGS
A quorum shall consist of a majority
(50 percent plus 1 member) of CLOTA members present.
SECTION 4: VOTING RIGHTS
All general, previous Life, and
Honorary Life members are entitled to one vote each. Associate members are not entitled to
vote. No voting by proxy is allowed.
SECTION 1: NUMBER
CLOTA shall have a minimum of 7 and
a maximum of 10 Directors.
All
directors must be members of CLOTA.
SECTION 3: NOMINATION AND ELECTION OF BOARD DIRECTORS
The Board
of Directors shall form a nominating committee annually, which shall solicit a
slate of nominees to run for the Board of Directors. Nominees will be listed on a ballot,
which will be mailed to the general membership at the beginning of
November. Ballots must be returned by
November 30 and will be tallied by the nominating committee.
SECTION 4: POWERS
Subject to the provisions of the
California Nonprofit Public Benefit Corporation Law and the Bylaws, the
activities and affairs of this corporation shall be conducted and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
SECTION 5: DUTIES
The CLOTA Board of Directors shall
perform the following duties:
A. Perform
any and all duties imposed on them collectively or individually by law, by the
CLOTA Articles of Incorporation, or by these by-laws;
B. Annually
review and approve CLOTA’s standing rules.
SECTION 6: TERMS OF OFFICE
Each Director shall hold office for
a term of 2 years beginning at the first January Board meeting of the year
following that Director’s election to the Board and concluding at the end of
the 24th month of his or her term. Board
members shall be elected on a staggered basis so that no more than five Board
members are elected each year.
SECTION 7: MEETINGS
A.
Regular
meetings of the Board will be designated in the standing rules by the Board at
their January meeting.
B.
Special
meetings may be held as needed. Such
meetings may be called by the Board President or any officer or by two
Directors.
SECTION 8: QUORUM
A quorum shall consist of a majority
of Directors serving on the Board.
SECTION 9: VACANCIES
A. Vacancies
on the Board of Directors shall exist upon the death, resignation, or removal
of any Director.
B. Any
Director may resign effective upon giving written notice or documented
communication to the President, the Secretary, or the Board of Directors as a
whole.
C. Vacancies
of any Director may be filled by temporary appointment by the Board of
Directors but must be approved by the members at the next general membership meeting. A person elected to fill a
vacancy on the board shall hold office until the next election of the Board of
Directors.
SECTION 10: NONLIABILITY OF DIRECTORS
The
directors shall not be personally liable for the debts, liabilities, or other
obligations of the corporation.
SECTION 11: INDEMNIFICATION BY CORPORATION OF DIRECTORS
AND OFFICERS
The
directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this state.
SECTION 12: INSURANCE FOR CORPORATE AGENTS
The corporation
will carry liability insurance, which will be maintained by the Treasurer.
SECTION 1: DESIGNATION OF OFFICERS
This corporation
shall have at minimum a President, Vice President, Secretary and Treasurer, and
may determine additional officers as needed.
SECTION 2: QUALIFICATION, ELECTION, AND TERM OF OFFICE
Officers shall
be elected by the Board of Directors for the calendar year.
SECTION 3: REMOVAL AND RESIGNATION
Officer
may be removed through the same procedures as outline in Membership Termination
(See Article 2, Section B).
SECTION 4: DUTIES
A. President
The President shall be
the chief executive officer of the corporation and shall, subject to the
control of the Board of Directors, supervise and control the affairs of the
corporation and the activities of the officers.
He or she shall preside at all meetings of the Board of Directors and
all membership meetings. The President
shall cause an annual audit of CLOTA’s financial records to take place.
B. Vice
President
In the absence of the
President the Vice President shall perform all the duties of the President, and
other duties as assigned by the President.
C.
Secretary
The Secretary shall
perform the following duties:
(1)
Maintain
the Bylaws and Standing Rules;
(2)
Maintain
copies of all meeting minutes of the Directors and members.
(3)
See
that all notices are duly given in accordance with the provisions of the Bylaws
or as required by law.
(4)
Maintain
CLOTA’s records and seal.
(5) Maintain current and past membership
lists containing the name and address of each member and any records associated
with membership.
(6) Make available, upon request by any
CLOTA Director or member, the Bylaws, list of
members, and the minutes of the proceedings of the Directors of the
corporation.
(7) Perform all duties incident to the
office of Secretary and other duties as may be assigned by the Board of
Directors or required by law, the Articles
of Incorporation, or these Bylaws.
D. Treasurer
The Treasurer shall
perform the following duties:
(1) Take charge and custody of, and be responsible for, all funds and securities of CLOTA, and deposit all such funds in CLOTA’s name in such banks, trusts, or other depositories as selected by the Board of Directors;
(2) Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever;
(3) Disburse, or cause to be disbursed, funds of the corporation as may be directed by the Board of Directors;
(4) Keep and maintain correct accounts of CLOTA’s properties and business transactions;
(5) Exhibit at all reasonable times the financial records to any Director of CLOTA;
(6) Render to the Directors whenever requested, an account of any or all transactions as Treasurer and of the financial condition of CLOTA;
(7) Prepare and certify, or cause to be prepared and certified, the financial statements to be include in any required reports; and
(8) Perform all duties incident to the office of Treasurer and other duties as assigned by the President.
With the exception of the Nominating Committee, the President shall
appoint committees as needed to support CLOTA’s business. The Board of Directors shall annually appoint
three persons, all of whom must be CLOTA members, to comprise the Nominating
Committee.
The
Board of Directors, except as otherwise provided in these Bylaws, may authorize
any officer or agent of the corporation to enter into any contract the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances. Unless so authorized, no officer or agent shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any
amount.
SECTION 2: CHECKS AND NOTES
All
checks must be signed by two officers of the Board of Directors.
SECTION 3: DEPOSITS
All
funds of the corporation shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other depositories as the
Board of Directors may select.
SECTION 4: GIFTS
The
Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the nonprofit purposes of this corporation.
SECTION 1: MAINTENANCE OF CORPORATE RECORDS
Archival
reports, records, and the corporate seal shall be kept at the principal office
of the corporation.
SECTION 2: RIGHT TO COPY AND MAKE EXTRACTS
Any
inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection shall include the right to copy
and make extracts.
SECTION 1: LIMITATIONS ON
ACTIVITIES
This
corporation shall not participate in, or intervene in (including the publishing
or distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation
shall not carry on any activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code, or (b) by a corporation, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2: PROHIBITION AGAINST PRIVATE INUREMENT
No part
of the net earnings of this corporation shall inure to the benefit of, or be
distributable to, its members, directors or trustees, officers, or other
private persons, except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.
SECTION 3: DISTRIBUTION OF ASSETS
Upon the
dissolution of this corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of this corporation shall
be distributed for one or more exempt purposes within the meaning of Section
510(c)(3) of the Internal Revenue Code or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Such distribution
shall be made in accordance with all applicable provisions of the laws of this
state.
SECTION 4: PRIVATE FOUNDATION
REQUIREMENTS AND RESTRICTIONS
In any
taxable year in which this corporation is a private foundation as described in
Section 509(a) of the Internal Revenue Code, the corporation 1) shall
distribute its income for said period at such time and manner as not to subject
it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage
in any act of self-dealing as defined in Section 4941(d) of the Internal
Revenue Code; 3) shall not retain any excess business holdings as defined in
Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments
in such manner as to subject the corporation to tax under Section 4944 of the
Internal Revenue Code; and 5) shall not make any taxable expenditures as
defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE
10. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.
SECTION 1: AMENDMENTS TO BYLAWS
Any changes, revisions, repeals or other alterations to the corporation’s Bylaws shall be submitted to the general membership for review and approval by vote. Majority vote of those present shall constitute approval.
If there
is any conflict between the provisions of these Bylaws and the Articles of
Incorporation of this corporation, the provisions of the Articles of Incorporation
shall govern.
Should
any of the provisions or portions of these Bylaws be held unenforceable or
invalid for any reason, the remaining provisions and portions of these Bylaws
shall be unaffected by such holding.
All
references in these Bylaws to the Articles of Incorporation shall be to
the Articles of Incorporation, Articles of Organization, Certificate of
Incorporation, Organizational Charter, Corporate Charter, or other founding
document of this corporation filed with an office of this state and used to
establish the legal existence of this corporation.
All
references in these Bylaws to a section or sections of the Internal Revenue
Code shall be to such sections of the Internal Revenue Code of 1986 as amended
from time to time, or to corresponding provisions of any future federal tax
code.
Robert’s Rules of Order, Newly Revised, will be the parliamentary authority for CLOTA.
ADOPTION OF
BYLAWS
We,
the undersigned, are all Directors of this Corporation, and we consent to, and
hereby do, adopt the foregoing Bylaws, consisting of nine (9) pages, as the
Bylaws of this Corporation.
Dated:
__________
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
History
of amendments and changes of bylaws
Original—
Changes—
Revision
Submitted 2007