Lindsay Community Theater
The Biggest Little Theater in Central California
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BYLAWS OF
LINDSAY COMMUNITY THEATER, INC.

ARTICLE I - NAME
Lindsay Community Theater, Inc., a California Non-profit Public Benefit Corporation

ARTICLE II - PLACE OF BUSINESS
Section 2.01 The principal office of the corporation for the transaction of its business is located in Lindsay, Tulare County, California.

Section 2.02 The Corporation's principal office shall be fixed and located at such place as the Board of Directors (herein called the "Board") shall determine. The Board is granted full power and authority to change said principal office from on location to another.
ARTICLE III - PURPOSE
Section 3.01 The purpose of the Corporation is to encourage and enhance cultural and artistic development and awareness of the performing arts. The Corporation may sponsor cooperative planning, research, fund raising, and public educational programs; it may administer property, as well as undertake such other services and programs deemed necessary to encourage participation and appreciation of the arts by all citizens in the area.

ARTICLE IV - MEMBERS
Section 4.01 The Corporation shall have one class of members only, to be known as regular members. The property, voting and other rights, interests and privileges of each member shall be equal. No member shall hold more than one membership in the corporation.

Section 4.02 Any person, firm, corporation, or organization subscribing to the purpose of these Bylaws and making an annual contribution of voluntary participation or funds for the benefit of the corporation shall become a member of this corporation.

Section 4.03 The corporation shall keep a membership list containing the names and addresses of each member.

Section 4.04 No member of the corporation shall be personally liable for debts, liabilities or obligations of the corporation.

ARTICLE V - MEETINGS OF MEMBERS
Section 5.01 Meetings of members shall be held at the principal office of the corporation or at such other place or places within Tulare County, California, as may be designated by resolution of the Board of Directors.

Section 5.02 The members shall meet annually in November of each year, beginning with year 1982. At the annual meeting, the members shall elect officers and directors to the board and transact such other and further business as may regularly come before the meeting.

Section 5.03 Special meetings of members of the corporation may be called by the president or at the written request of five members. Such meetings may be ordered by resolution of the Board of Directors.

Section 5.04 Written or printed notice of the time and place of every special meeting shall be delivered to each member in the manner set forth in Section 13.01 of these Bylaws no less than 72 hours prior to the date of such meeting.

Section 5.05 Each notice of meetings of members, whether general or special shall specify the place, the day, and the hour of the meeting and the general nature of the business to be transacted.

Section 5.06 A quorum shall consist of at least 1/3 of the membership.

Section 5.07
a) Each member is entitled to one vote on each matter submitted to a vote of the members. Unless otherwise provided by these bylaws, voting at duly held meetings shall be by voice vote unless a member entitled to vote demands that election be by ballot, in which event the election shall by ballot. Voting may be electronically or by paper ballot.
b) Notwithstanding the provisions of paragraph (a) hereof, any vote, including the election of Directors, may be conducted by mail in such manner as the Board of Directors shall determine.
c) No single vote shall be split in fractional votes.
d) Cumulative voting for the election of directors or otherwise shall not be authorized. The candidates receiving the highest number of votes up to the number of directors to be elected are elected.

Section 5.08
a) Meetings of members shall be presided over by the president of the corporation or, in his/her absence, by the Vice President of the corporation, or in the absence of both, by a person chosen by a majority of the members present. In the event the Secretary is absent, the presiding officer shall appoint another person to act as Secretary of the meeting.
b) Meetings shall be governed by Robert's Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the Articles of Incorporation of this corporation, or with the law.

ARTICLE VI - DIRECTORS

Section 6.01 The corporation shall have at least 11 Directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of these bylaws.

Section 6.02 The words "Directors" and "Board," as used in the Articles of Incorporation of this corporation or in these bylaws in relation to any power or duty requiring collective action, means "Board of Directors."

Section 6.03 Subject to the limitations contained in the Articles of Incorporation, the Directors shall exercise the powers of corporation, control its property, and conduct its affairs, except as otherwise provided by law.

Section 6.04 The Board of Directors shall meet no less than once each month. The Board shall call and conduct, pursuant to the notice requirements expressed in these bylaws, one general meeting of members annually and such other and further special meetings as shall be authorized by resolution of the Board.

Section 6.05 Any person who is a member in good standing of the corporation in eligible to be elected a director thereof.

Section 6.06 Each director shall hold office until the next annual meeting or until a successor director is elected and qualifies.

Section 6.07 Directors shall be elected at each annual meeting as defined in Section 5.02 hereof. There shall be a nominating committee consisting of three members appointed by the president with the approval of the Board. Any person eligible to be a Director may be nominated as a candidate for Director. The nominating committee shall prepare a slate of Directors which shall be presented and voted upon by the membership at the annual meeting. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be deemed elected. Directors shall be eligible for re-election, provided they continue to meet the qualifications required by Section 6.05 hereof.

Section 6.08
a) The Secretary of the corporation, or such other person designated by the President, shall deliver written or printed notice of the time and place of meetings of the board to each director in the manner set forth at Section 13.01 of these bylaws at least 72 hours prior to the date of the meeting.
b) The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided there is a quorum.
c) Except as otherwise expressly provided in these bylaws, or in the Articles of Incorporation of this corporation, or bylaw, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed by them as the next regular meeting of the Board.
d) All meetings of the Directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these bylaws, with the Articles of Incorporation of this corporation or with law.
e) Meetings of the Directors shall be presided over by the President of the corporation, or, in the absence of the President, the Vice-President of the corporation, or in the absence of the Vice-President, by the Ex-Officio President of the corporation. The secretary of the corporation shall act Secretary of the Board of Directors. In case the Secretary is absent from any meeting of the Directors, the presiding officer may appoint any person to act as Secretary for the meeting.
f) A quorum shall consist of six (6) Directors.

Section 6.09 Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these bylaws require a greater number.

Section 6.10 Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

Section 6.11 The entire Board of Directors or any individual director, may be removed from office at any time by vote of the majority of the members. If any or all Directors are so removed, new directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors.

Section 6.12
Vacancies in the Board of Directors shall exist
1) on the death, resignation, or removal of any director;
2) whenever the number of Directors authorized is increased;
3) on the failure of the members in any election to elect the full number of Directors authorized;
4) unexcused failure on the part of a Director to attend three consecutive meetings of the Board; and,
5) failure for any cause on the part of a Director to attend four (4) consecutive meetings of the Board
6) Vacancies caused by the death, resignation or disability of a Director or Directors, or by removal of a Director as provided by these bylaws, or by an amendment of the Articles of Incorporation or of these bylaws, increasing the number of Directors, authorized shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.
7) A person elected Director to fill a vacancy as in this section provided shall hold office for the unexpired term of his or her predecessor, or until his or her removal or resignation as in these bylaws provided.
8) A reduction of the authorized number of Directors does not remove any Director prior to the expiration of his or her term of office.

Section 6.13 The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

ARTICLE VII - OFFICERS

Section 7.01 The officers of the corporation shall be the President, Vice-President, Secretary, Treasurer and Past President. The Board may, at its discretion, create additional offices as may, from time to time, be required.

Section 7.02 The officers of the corporation shall be appointed by the Board of Directors from among its own members following the election and qualification of newly elected board members. Each officer shall hold office until resignation, removal, until otherwise disqualified to serve, or until a successor director shall be elected and qualified, whichever occurs first.

Section 7.03 Any officer may be removed either with or without cause by a majority of the Directors at the time in office, at any regular meeting or special meeting of the Board. An officer shall be removed should he or she cease to be qualified for the office held. Any officer may resign at any time by giving written notice to the Board of Directors or to the Executive Director or Secretary of the corporation, which resignation shall take effect upon receipt, or at any later time specified in the resignation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.04 Any vacancy caused by the death, resignation, removal disqualified or otherwise, of any officer shall be filled by the Board of Directors for the unexpired portion of the term. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

Section 7.05 The President shall be the chief executive officer of the corporation and shall in general , subject to the control of the Board of Directors, supervise and control the affairs of the corporation. The President shall appoint committee chairpersons and shall be an ex-officio member of all committees. Further, in addition to performance of all duties as may be prescribed from time to time by resolution of the Board of Directors, The President shall:
1) preside over all board meetings and meetings of the general membership;
2) call all executive board meetings.

Section 7.06 The Vice-President shall assume and perform the duties of the President in his/her absence or at his/her request. He/she shall be chairman of the activities committee, and shall succeed to the Presidency in the event that the position of President becomes vacant by resignation or removal.

Section 7.08 The Secretary of the corporation shall:
a) Keep the original or a copy of these bylaws as amended or otherwise altered to date:
b) Keep a book of minutes of all meetings of the Directors and members, recording therein the time and place of holding, whether regular or special and, if special, how authorized, notice thereof given, the names of those present at meetings of directors, the number of members present, at meetings or persons associated with the corporation, and the proceedings thereof.
c) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law and advise the Board such that all business of the corporation may be transacted in accordance with these bylaws, the Articles of Incorporation, and the law.
d) Be custodian of the records of the corporation and maintain a history thereof.

Section 7.09 The Secretary of the corporation shall conduct all correspondence of the corporation and the Board.

Section 7.10 The Treasurer of the corporation shall:
a) Collect and disburse all monies belonging to the corporation;
b) Pay all authorized bills by check, bearing the signature of any two (2) of the following officers or one (1) other designated signatory: President, Vice-President, Treasurer or Secretary;
c) Make a report of all financial transactions at each official meeting and as requested by the President. There shall be an annual audit of financial affairs by a committee of three (3) members appointed by the President;

Section 7.11 Officers of the corporation shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in connection with the business of the corporation; provided, however, that no reimbursement shall be provided for expenses incurred in attending meetings of the Board of Directors or the members.

Section 7.12 The officers of the corporation shall appoint two positions each year: 1). Theater Manager, and 2). Sales Manager.

The Theater Manager will manage all aspects of the physical theater building, establish and maintain the master calendar of events, schedule for cleaning of the theater, establish workdays for improvements at the theater by Board Members, collect rent for tenants, negotiate rental agreements for use of the theater, arrange for maintenance and minor repairs or emergency repairs of the theater.
The Sales Manager will manage all concessions and arrange for volunteers (lobby, box office, concessions and cabaret) for each show sponsored by the Lindsay Community Theater..

ARTICLE VIII - FISCAL YEAR

Section 8.01 The fiscal year of the corporation shall be the twelve-month period ending August 31 of each year. Annual financial reports shall be based on this twelve-month period.

ARTICLE IX - COMMITTEES

Section 9.01 The Board of Directors, by a majority vote of its members, may create standing committees as deemed necessary for the year. Each committee shall consist of at least three members, to be appointed by the Board. Each committee shall establish rules and regulations for its meetings and meet at such times as it deems necessary, provided that a reasonable notice of all meetings of the Committee shall be given to its members, and no act of the Committee shall be valid unless approved by the vote or written consent of a majority of its members. The Committee shall keep regular minutes of its proceedings and report the same to the Board from time to time as the Board may require.

Section 9.02 Vacancies on any committee may be filled for the unexpired period of the term in the same manner as provided in the case of original appointments.

Section 9.03 A majority of a whole standing committee shall constitute a quorum of such committee and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 9.04 The books of account shall, at reasonable times, be open to inspection by any Director. Every Director shall have the absolute right at any reasonable time to inspect all books, record, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.

ARTICLE X - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 10.01 The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in 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, agent or employee 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 pecuniary for any purpose or in any amount.

Section 10.02 Checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the corporation shall be signed by any two (2) of the following officers: President, Vice-President, Treasurer, Secretary or other designated signatory. Persons who are related by blood or marriage shall not both sign for the same financial transaction.

Section 10.03 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 10.04 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. Further, the Board may make gifts on behalf of the corporation for the general purposes or for any special purpose of the corporation not inconsistent with the Articles of Incorporation, these bylaws or the law.

ARTICLE XI - INDEMNICATION

Section 11.01 For the purposes of the Article XI, "agent" means any person who is or was director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee, or agent of another enterprise at the request of corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under this Article.

Section 11.02 The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit corporation Law, or an action brought by the Attorney General or a person granted Realtor status by the Attorney General for any breach of duty relating to assets held by charitable trust), by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interest of the corporation and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was lawful.

Section 11.03 The corporation shall have the power to indemnify any person who was or is a party of is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted Realtor status by the Attorney for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section:
a) in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
b) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
c) of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.

Section 11.04 To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Section 11.02 and 11.03 of this Article or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 11.05 Except as provided in Section 11.04 of this Article, any indemnification hereunder shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 11.02 or 11.03 of this Article, by:
a) A majority of a quorum consisting of directors who are not parties to such proceeding; or
b) The court in which such proceeding is or was pending upon application made by the corporation of the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section 11.06 Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in the Article.

Section 11.07 No provision made by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, bylaws, a resolution of members or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 11.08 No indemnification or advance shall be made under this Article except as provided in Section 11.04 and 11.05 (b), in any circumstances where it appears:
a) That is would be inconsistent with a provision of the Articles, these bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred to other amounts were paid; which prohibits or otherwise limits indemnification; or
b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement
Section 11.09 The corporation shall have power to purchase and maintain insurance on behalf of the agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article; provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

Section 11.10 This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation. The corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law..

ARTICLE XII - BYLAWS

Section 12.01 These bylaws shall become effective immediately on their adoption. Amendments to these bylaws shall become effective immediately on their adoption unless the board of Directors or members, in adopting them as hereinafter provided, provide that they are to become effective at a later date.

Section 12.02 These bylaws may be amended by an affirmative vote of a majority of the Board of Directors of the corporation present at a regular meeting or a special meeting held for that purpose. Proposed amendments to the bylaws must be submitted in writing to the Board and approved by the members.

Section 12.03 The original, or a copy, of the bylaws as amended or otherwise altered to date, certified by the Secretary of the corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation, and such book shall be open to inspection by the members at all reasonable times during office hours.

ARTICLE XIII - MISCELLANEOUS PROVISIONS

Section 13.01 Any and all notices provided for or permitted under these bylaws shall be in writing and shall be deemed duly delivered when personally served, or, in lieu of personal service, when deposited in the United States Mail, fully postage prepaid, addressed to the corporation at its principal place of business or to any person associated with the corporation at his or her address recorded in the record book of the corporation.

Section 13.02 Notwithstanding any other provision in these bylaws, this corporation shall abstain from sectarian practices and shall not discriminate on the basis of race, age, sex, religion, or national origin.

Section 13.03 This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

Section 13.04 The properties and assets of the nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code #501 (c) (3).5

Amended Date:
November 17, 2005
June 4, 2012