THE NEW THEATRE SCHOLARSHIP GUILD BYLAWS
Article I: NAME
The name of this organization shall be The New Theatre Scholarship Guild, hereinafter may be referred to as the Guild.
Article II. OBJECTIVES
The Guild is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code with the intent to extend and promote the dynamics of live theatre in the community through scholarships awarded to outstanding students studying in any discipline of theatre arts and to encourage a friendly working relationship with the cultural arts in both Kansas and Missouri.
Article III: MEMBERSHIP
Section 1. REGULAR MEMBERSHIP
Any person who is in agreement with the objectives of the Guild may become a member. Members are required to pay annual dues and participate in activities of the Guild. The yearly dues assessed shall be determined by the board before the annual meeting.
Section 2. HONORARY MEMBERSHIP
At the discretion of the Board of Directors, a person may be approved as an honorary member. Honorary members are exempt from paying annual dues.
Article IV: NOMINATIONS AND ELECTIONS
Section 1. NOMINATING COMMITTEE
A. Composition: The Nominating Committee shall consist of five members.
(1) Three members shall be appointed by the President.
(2) The Immediate Past President and Past Nominating Committee Chair shall serve as members.
(3) The President shall appoint one alternate to serve in the absence of a regular member
(4) The committee shall choose the Chair.
(5) Full committee membership shall constitute a quorum.
B. Duties:
(1) The committee shall nominate one candidate for each office from the general membership. Nominees shall be presented as the proposed slate of officers at the December meeting of the Board of Directors.
(2) The Board of Directors, hereafter referred to as the Board, shall notify the members in writing of the proposed slate of officers to be elected at the Annual Meeting of the Guild in March of each year.
(3) Other nominations, having advance approval of the candidates, may be submitted by written request of ten (10) or more to members to the Nominating Committee Chair at least seven (7) days prior to the March meeting.
Section 2. ELECTIONS
A. Election shall take place at the Annual Meeting in March.
B. The nominative slate may be elected by voice vote or by written ballot, as directed by the President.
Article V: MEETINGS AND QUORUMS
Section 1. REGULAR BOARD MEETINGS
A. Meetings shall be held once a month at a time and place decided by the Board.
B. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section 2. SPECIAL BOARD MEETINGS
A. A meeting may be held any time on call of the Executive Committee or President.
Section 3. ANNUAL GUILD MEETING
A. The annual meeting of the Guild shall be held in March.
B. A majority of the members present shall constitute a quorum for the transaction of business at the annual membership meeting.
Article VI: EXECUTIVE COMMITTEE
Section 1. EXECUTIVE COMMITTEE
The elected officers, the Founder and Advisor, and the immediate Past President shall constitute the Executive Committee.
Section 2. MEETINGS
A. The Executive Committee shall meet at the discretion of the President.
B. The Executive Committee shall be empowered to have supervision of the Board’s affairs between regular business meetings and shall act in the event of emergencies.
Section 3. VACANCIES
The Executive Committee shall appoint a member to fill the vacancy of an elective office for the remainder of the unexpired term. Should the position of the Immediate Past President become vacant, it shall remain vacant for the rest of the term.
Article VII: OFFICERS
Section 1. OFFICERS
The elected officers shall be President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Member-at-Large.
Section 2. DUTIES OF EXECUTIVE COMMITTEE MEMBERS
A. PRESIDENT: The President shall preside at all meetings, shall appoint all standing committee chairs, with the exception of the Nominating Committee Chair, shall be an ex-officio member of each committee, except the Nominating Committee, and shall appoint special committees as deemed necessary.
B. First Vice President: The First Vice President shall fulfill the duties of the President when the President is unable to perform and shall assist the President in coordinating committees.
C. The Second Vice President: The Second Vice President shall assist the President as requested.
D. Recording Secretary: The Recording Secretary shall keep all minutes of the Executive Committee, Board and membership meetings, as well as attendance reports of board meetings, written committee reports, legal documents, such as articles of incorporation, original bylaws and amendments.
A. Corresponding Secretary: The Corresponding Secretary shall be responsible for all correspondence.
B. Treasurer: The Treasurer shall receive and disburse all monies, prepare and submit monthly financial statements, including income, expenses and total assets, maintain a record of dues received, and be responsible for preparing the annual budget with the assistance of the Executive Board.
C. Immediate Past President: The Immediate Past President shall serve as an advisor to the Executive Committee and Board, and as a member of the Nominating Committee.
D. Member-at-Large: The Member-at-Large shall be the liaison between the membership and the Board of Directors and attend the events of the Guild.
E. Founder and Advisor: The Founder and Advisor shall serve a lifetime appointment on the Executive Committee, is exempt from term limits, and shall be an ex-officio member of all committees.
Article VIII: BOARD OF DIRECTORS
Section 1. PERSONNEL
The Board of Directors shall be comprised of the Executive Committee and the Standing Committee Chairs.
Section 2. ELIGIBILITY
A member must be in good standing in the Guild.
Section 3. DUTIES
Members shall attend all meetings, unless excused by the President, and are expected to participate in Guild events.
Section 4. TERMS
Appointments to the Board of Directors shall be for a one (1) year term or to fill an unexpired term. A member may serve on the Board of Directors for a maximum of three (3) consecutive years unless nominated to the Executive Committee for the following year. A former Board member may be reelected to the Board of Directors after an interval of one (1) year.
Section 5. TERMINATION
The Executive Committee has the right to remove a member from the Board of Directors by majority vote with the exception of the Founder and Advisor, which is a lifetime appointment.
Section 6. CONFLICT OF INTEREST POLICY
Section 1. At all times, officers and board members are prohibited from using their title or the Guild’s name or property, for private profit or benefit.
A. Disclosure
Any possible conflict of interest shall be disclosed by the person or persons concerned.
B. Board Action
When a conflict of interest is relevant to a matter requiring action by the Board, the interested person(s) shall call it to the attention of the Board and said person(s) shall not vote on the matter. In addition, the person(s) shall not participate in the final decision or related deliberation regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by a vote of the Board, excluding the person(s) whose conflict of interest has arisen.
Article IX: COMMITTEES
Section 1. STANDING COMMITTEES
The President shall appoint chairs for standing committees: Advisory, Benefit, Bylaws and Parliamentarian, Historian, Hospitality, Membership, Publications, Public Relations, Scholarship, Social Media, Meet and Greet, Dress Rehearsal, Communications and Culinary.
Section 2. VACANCIES
In the event of committee vacancies, the President shall appoint members to fill unexpired terms.
Section 3. ADDITIONAL COMMITTEES
The President, with the approval of the Executive Committee, shall appoint other committees as deemed necessary.
ARTICLE X: FISCAL YEAR
The fiscal year shall be from March 1 to the last day of February.
ARTICLE XI: AMENDMENTS
These Bylaws may be amended or restated at any regularly scheduled meeting of the Board. Proposed amendments shall be provided to members of the Board not less than 30 days prior to the regular scheduled Board Meeting. Any amendment to the Bylaws shall require an affirmative vote of at least two-thirds (2/3) vote of the entire membership of the Board.
ARTICLE XII: DISSOLUTION
In the event of the dissolution of The New Theatre Scholarship Guild, after payment of outstanding debts and obligations, the Board of Directors shall deposit the remaining assets into The New Theatre Scholarship Guild managed by the Greater Kansas City Community Foundation. Scholarship selection and distribution criteria in force at the time of dissolution be continued i.e. distribution of assets shall be made only 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 Internal Revenue Code. A group of three (3) trustees may be appointed by The New Theatre Scholarship Guild Board of Directors to function in an advisory capacity to the Greater Kansas City Community Foundation. The Trustees shall be responsible for the appointment of their successors and the terms of office of same.
Any such assets not so disposed of shall be disposed of by the District Court of the County in which the principle office of the Guild is then located, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
The New Theatre Scholarship Guild shall be governed according to Robert’s Rules of Order, Newly Revised in all matters not expressly defined by these Bylaws
In Witness whereof, these Bylaws have been adopted the 9th day of April, 1996. Signed: Emilia Barksdale, Recording Secretary.
- Amended the 9th day of September 1997. Signed: Barbara Green, Secretary.
- Amended and restated this 14th day of February, 2006. Signed: Sherry League, Secretary.
- Amended and restated this 12th day of June, 2007, Signed: Kitty Clevenger, Secretary.
- Amended and restated this 10th day of August, 2010. Signed: Jackie Stokes, Secretary.
- Amended and restated this 14th day of May, 2013. Signed: Arlene Krings, Secretary
- Amended and restated this 11th day of April, 2017. Signed: Penny Gamm, Secretary.
- Amended and restated this 19th day of April, 2020. Signed: Linda Khan
The New Theatre Scholarship Guild Standing Rules
Revised April 19 ,2020
Section 1: Use of Standing Rules
The Standing Rules for the New Theatre Scholarship Guild will be in writing and kept in the possession of the Recording Secretary. The Bylaws and Parliamentarian Committee will be assigned the responsibility for the Standing Rules. If amended, the revised standing rules will be updated for the Recording Secretary’s records.
Section 1A: New Board Member Packet
The Recording Secretary (or Membership Chair) will be responsible for seeing that a packet is given to each new member at the first regular meeting in March. The packet will contain a minimum of, but not limited to:
A. The Standing Rules of the New Theatre Scholarship Guild.
B. A list of new officers and committee chairs for the coming year, with contact information.
C. A copy of the Bylaws.
D. A copy of the duties of each committee chair for their assigned committee.
Section 2: Budgets
The annual budget for The New Theatre Scholarship Guild shall be presented at the regular board meeting in April for approval by the Board of Directors. The budget for the Benefit Committee major event should be presented at the regular board meeting in May for the approval of the Board of Directors.
Section 3: Fund Administration
The Treasurer will administer two funds.
A. General Fund: For the regular board meeting in February, the treasurer will calculate the total for dues paid the previous year. The treasurer will keep that amount, plus $2,500.00 as a reserve, and any balance above that amount will be transferred to the Greater Kansas City Community Foundation (GKCCF) and put in the New Theatre Scholarship Guild Fund.
B. Fund Raising Event: The Treasurer will maintain $5,000.00 as seed money for fund-raising events approved by the board. After such events, the fund will be brought back to $5,000.00 from the proceeds to cover expenses for any future fund-raising events. Any amount over the
$5000.00 will be transferred to the New Theatre Scholarship Guild Fund at the Greater Kansas City Community Fund.
Section 4. Expenses
Items in the budget that have been expressly approved by the Board may be approved and paid by the Treasurer without further action. For all other incidental expenses, a written request (email or some written request form) must be approved by the treasurer before committing the Guild to payment. The Treasurer should consult with the President before approving such incidental expenses.
Section 5. Individual Named Scholarship Funds
An individual may have a scholarship established in their name by contributing $15,000.00 to their fund. They can designate which of the four (4) universities- Kansas State University, University of Kansas, University of Missouri Kansas City, or University of Central Missouri- the scholarship should go to. After receiving recommendations provided by the Advisory Board, the Board of Directors shall determine the amount of that fund to be given in scholarships each year.
Section 6. Board Meetings
Board meetings will be held monthly at the New Theatre & Restaurant unless otherwise advised. Board meetings will be held away from the New Theatre & Restaurant when scheduled during the same week as a show change over.
Section 7. Annual Dues
(1) Annual renewals of dues are payable by February 28th of each year or considered delinquent on March 1st. Dues received as late as December of that year will apply to the current year.
(2) New members joining on or after November 1st of any year, will be considered paid up for the next year.
STANDING COMMITTEES
Advisory
The committee consists of the Committee Chair, First Vice President, Treasurer, Scholarship Chair, Benefit Chair, and two Guild members appointed by the President. The committee is to be the liaison between the Greater Kansas City Community Foundation and the Guild. The committee reviews annual investment performance and recommends appropriate scholarship amounts prior to the Guild annual meeting. The President, Scholarship Chair, and Advisory Chair will have direct contact authority with the Greater Kansas City Community Foundation.
Benefit
The committee includes the Benefit Chair and other Standing Committee Chairs or Guild members to assist in event activities. An additional Benefit Chair may be appointed by the President for smaller fund-raising projects.
Bylaws and Parliamentarian
The Parliamentarian ensures that board meetings follow Roberts Rules of Order and oversees any bylaws or standing rules changes.
Culinary
The Chair arranges for beverages and light snacks for each Meet & Greet and recruits volunteers to serve the refreshments. The Chair also arranges for hors d`oeuvres and beverages for the annual meeting.
Dress Rehearsal
The Chair and committee shall collect donations from members and guests and turn over the proceeds from the Dress Rehearsal to the treasurer. The committee shall provide ushers to assist with seating of members and guests. The Membership Chair shall be present to recruit new members, collect dues from members, and turn over dues collected to the treasurer.
Historian
The Historian collects and preserves an archival record of the Guild.
Hospitality
The Chair appoints two Board members to be responsible for food and coffee at the monthly Guild Board meetings. The Chair recruits Guild members to assist with all Guild functions and community projects as approved by the board.
Membership
The Chair mails membership renewal forms annually prior to February 1 for return by February 28 to the Guild official mailing address. The Chair maintains the membership data files, mails a welcome letter, roster, and latest newsletter to new members. The Chair publishes the Guild Roster. The Chair recruits new members and renewals at Guild events
Publications
The Chair shall publish the Guild newsletter four or five times a year. The Chair will coordinate with the Publicity Chair and the Social Media Chair concerning the inclusion of content in the newsletter.
Public Relations
The Chair is the Guild spokesperson to local and area news media and is responsible for any advertising purchased by the guild such as the Independent. The Chair is the liaison between the Guild and the New Theatre & Restaurant’s media relations department. The Chair will provide a photographer for all special events.
Scholarship
The Chair will provide monthly reports on the balance of the scholarship fund. The committee supports development and updating of the Guild’s section of the Greater Kansas City Community Foundation website. The Chair, with the approval of the President, appoints liaisons from the Guild to each of the universities participating in the scholarship program. The committee Chair serves on the Advisory Committee
Social Media
The Social Media Chair is responsible for maintaining content on any electronic-media platform the Guild chooses to support. The Social Media Chair coordinates with the Public Relations Chair and Publications Chair the inclusion of media content.
Meet and Greet
The Chair oversees the program for each New Theatre & Restaurant Meet & Greet and serves as the “emcee” for each of these events. The committee works closely with the New Theatre & Restaurant producers and other staff members.
Communications
The Chair is responsible for informing the members of all Guild activities, utilizing Robocalls, email, or Mailchimp on the website.
