MONKEY TALES THEATRE
As Adopted on May 9, 2008
Modified: December 9, 2008
Modified: April 4, 2011
Modified: April 13, 2011
ARTICLE I. GENERAL PROVISIONS.
Section 1. Name: “Monkey Tales Theatre”, is a body corporate under the provisions of 501(c)(3) and is referred to in these bylaws as the nonprofit corporation.
Section 2. Purpose of Nonprofit Corporation. Monkey Tales Theatre is a professional nonprofit 501(c)(3) children’s theatre entertaining young children through live stage performances. The nonprofit corporation performs stories with live performers, colorful costumes, engaging set designs, fun choreography, live music, and audience interaction to teach valuable lessons on acceptance and responsibility. Some of the themes include: Disability Awareness, Environmentally Friendly Living, Gender Empowerment, Native American Folk Lore, and Community Service.
Section 3. Corporate Status. The nonprofit corporation is a body corporate pursuant to the provisions of statues in accordance with the Secretary of State Corporation Division of the State of Missouri.
Section 4. Purpose of Bylaws. The purpose of these bylaws is to provide for the regulation and management of the nonprofit corporation.
Article I, Section 5: General Membership (Amended 4/13/2011) – The nonprofit corporation does not have members
Article I, Section 6: Board of Directors Membership (Added 4/13/2011) – The nonprofit corporation has a board of directors, the number of which shall not be below 10 members, and shall not exceed 12 members. This number is to include the officers of the executive board, but does not include the (non-voting) Positions of Artistic Director or the Executive Director.
Section 7. Dissolution Provision. Upon dissolution of the nonprofit corporation, all remaining assets shall be used exclusively for exempt purposes. These assets will be given as a charitable donation to a chosen local nonprofit organization which relates to promoting the arts to a young population.
ARTICLE II. BOARD OF DIRECTORS.
Section 1. General Powers. The business and affairs of the nonprofit corporation shall be managed by the board of directors.
Section 2. Manner of Acting. The act of the majority of the board of directors members present at a meeting, at which a quorum is present, shall be the act of the board of directors. The board of directors also may act by written consent or approval of all the board members setting forth the action taken.
Section 3. Vacancies. Any vacancy occurring in the board of directors shall be filled through proper appointment of a new member by the existing board of directors.
Section 4. Removal. Any officer or agent elected of appointed by the board of directors may be removed by the board of directors by a two-thirds vote of the board members then in office, whenever in its judgment the best interests of the nonprofit corporation would be served thereby.
Section 5. President. The president shall be the principal officer of the nonprofit corporation and shall in general supervise and control all of the business and affairs of the nonprofit corporation. He or she shall, when present, preside at all meetings of the board of directors. He or she may sign any contracts, or other instruments, which the board of directors has authorized to be executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the governing board from time to time.
Section 6. Vice President. In the absence of the president, or in the event of the presidents inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of the president. The vice president shall perform such duties as from time to time may be assigned to him or her by the president or the board of directors.
Section 7. Secretary. The secretary shall be responsible to furnish the minutes for all meetings to the other board members within a reasonable time after each meeting and to keep the minutes for all meetings of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these bylaws or as required by law; be custodian of the corporate records; prepare and cause to be delivered any reports in compliance with the provisions and the statues of the state of Missouri; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
Section 8. Treasurer. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the nonprofit corporation; and, in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
Section 9. Artistic Director. The artistic director, or co-directors, shall be responsible for acting as a liaison between the creative team and the board of directors. The artistic director(s) shall attend all board of director meetings, but hold no right to vote, and shall not be included when counting for a quorum.
Section 10. Agenda for Meetings. (Amended 4/3/11) The agenda of business for regular or special meetings of the board of directors shall be established by the president, subject to change by action of the board of directors. A written agenda for each meeting shall be made available to the board members at least three days before each meeting.
Section 11. Parliamentary Procedure. On questions of parliamentary procedure not covered by these bylaws, Roberts Rules of Order shall prevail.
Section 12. Term of Office. Each member of the board of directors shall serve a two year term. At the time of term expiration, each member shall continue on as such until his or her successor is appointed, or unless the member shall be removed from such office by the board of directors, or unless the member chooses to remove themselves from office.
Section 13. Quorum. (Added 4/3/11)
- Quorum at a general board meeting shall be said to be existent when there are present at least:
- One-half (1/2) of the executive board and
- One-half (1/2) of the general voting members of the board.
- Quorum at an executive board meeting shall be said to be present when there are present at least three-quarters (3/4) of the voting executive board.
- In the event of an online vote, a quorum is assumed (provided that all stipulations of Art.II, Sec. 14 are met).
Article II Section 14: Attendance. (Added 4/13/11) A board member may not be absent from more than two planned quarterly board meetings in a fiscal year.
- If a board member (hereafter “absent member” must be absent more than twice from quarterly meetings, The board will act to contact the absent member and to discuss further service on the board of directors.
- If it is decided (via Article II, Section 4 herein) that removal is necessary, an interim board member (hereafter “interim member” shall be appointed by the board to serve the rest of the fiscal year in order to maintain proper numbers.
- Upon the beginning of the fiscal year following the appointment of an interim board member, the status of the removed member will be reviewed, and with the approval of the board, the removed member can be reinstated.
- Likewise, if the removed member is indisposed or is deemed otherwise not fit to serve on the board, the interim member may be elevated to regular board member status, with approval of the board.
- If circumstances dictate that neither the absent member nor the interim member are able to fulfill the duties of the position, a new member shall be appointed by the board.
- If an officer of the board becomes an absent member, all protocols discussed herein apply, with the addtion of an interim election, and an existing member of the board elected to fill the vacant office until such time as elections are held again or the officer returns.
- If the president of the board becomes an absent member, the vice-president shall become president, and the interim election in part 6 of this section shall apply to the office of the vice-president.
Article II, Section 14. Provision for Electronic Voting. (Added 4/3/11) In such an event that a matter cannot be fully decided upon at the meeting in which it is raised (due to lack of quorum, the consideration that a non-present member has pertinent input into the matter, or any other reasonable impediment to a satisfactory decision), board members may, by general agreement, move the discussion into a virtual setting, with a vote to be held via email (or some equivalent) at a prescribed date in the future.
- The date of the vote shall be decided upon at the meeting in question, and shall be no less than two days from the proposal.
- Every reasonable effort should be made to inform all members of the board, whether present at the meeting or not, as to the nature of the discussion and the date of the upcoming vote.
- All members of the board are eligible to participate in discussion relating to the upcoming vote.
- Votes shall be cast in such a manner that all participating members are informed of each other member’s votes.
- All members of the board with appropriate voting rights are eligible to vote on these matters. If a board member fails to vote or in any way abstains from voting, their vote shall not be counted, and can in no way affect the outcome of the vote.
ARTICLE III. FISCAL MATTERS
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of, the nonprofit corporation, and such authority may be general or confined to specific instances.
Section 2. Checks and Deposits. All checks for the payment of money shall be signed by such officer or officers, agent or agents, of the nonprofit corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the governing board, such instruments shall be signed by at least two officers of the nonprofit corporation. All funds of the nonprofit corporation shall be deposited from time to time to the credit of the nonprofit corporation in such banks as the board of directors may select.
ARTICLE IV. BOOKS AND RECORDS
The nonprofit corporation shall maintain complete and accurate books and records of account, minutes of meetings, and actions of the board of directors. All books and records of the nonprofit corporation may be inspected by any board member at any reasonable time. The board of directors shall cause the records of the nonprofit corporation to be subject to annual enumerated auditing procedures performed by an independent Certified Public Accountant.
ARTICLE V. FISCAL YEAR
The fiscal year of the nonprofit corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE VI. REPEAL OR AMENDMENT OF BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws adopted, by a majority vote of the board members then in office and present at any regular meeting of the board of directors, or at any special meeting of the board of directors called for such purpose, at which a quorum is present. Provided, however, that proper notice of such action to change the bylaws shall be given in writing not less than seven or more than thirty days before such meeting and shall set forth such proposed alteration, amendment, or new bylaws.