NOTICE TO THEATRE MEMBERS - Annual Meeting June 30, 2010, 8:00 AM
Annual Meeting Notice to members of Lakewood Theatre Company. Items to be discussed: Slate of officers and directors. Approval of revisions to By-laws
1. ANNUAL MEETING
WED. JUNE 30, 2010 - 8:00 - 9:00 AM
2. OTAS AWARDS PARTY
WED. JUNE 30, 2010 AT 6:30 PM
The Annual Meeting - 8:00 AM, June 30, 2010
For this year, Lakewood's board of directors has decided to split out the annual meeting from the OTAS Awards. The annual member meeting of the corporation will take place in the morning on June 30, 2010 from 8:00 - 9:00 AM at the Headlee Mainstage, Lakewood Center for the Arts, 368 S. State Street in Lake Oswego. Below is information regarding matters to be discussed.
The OTAS Awards - 6:30 PM, June 30, 2010
This year Lakewood's board of directors would like to try something different for our annual awards party! To celebrate the end of our 57th season and the wonderful work of our actors, musicians, technicians and artistic personnel, this year's OTAS Awards Party will be held in the Community Meeting Room at Lakewood Center on Wednesday evening June 30, 2010 at 6:30 PM. We'll have hearty hors d'oeuvres, beer, wine and dance music. Casts are invited to reunite and celebrate with us the end of a fabulous season. Whether you've been onstage, backstage or in the audience cheering us on, we hope you'll take this opportunity to join us for a fun evening. We hope you can attend!
Place: LTC at Lakewood Center for the Arts, 368 S. State St, Lake Oswego, OR 97034
Matters to be considered at the annual meeting of the corporation:
1. Selection of Officers for the Board of the corporation
2. Selection of Directors for the Board of the corporation
3. Revision/update to By-laws of the corporation
The following individuals are recommended by the Nominating Committee to serve on the Board of Directors. The expiration of their term is indicated in parenthesis after their name.
1. Selection of Officers:
For officers in the 2010-11 year the Nominating Committee recommends the membership elect current Board member Jerry Koll as President of the board for a one (1) year term for the year 2010-11. It is further recommended that current Board member Kathy Bussman be elected as Treasurer for a one (1) year term for the year 2010-11.
JERRY KOLL - PRESIDENT (board and officer term expires 2011) is a founding partner of Koll-Lenhoff and DIBroker, a national distributor of individual disability insurance located in Lake Oswego. Jerry and his wife Marge have resided in Lake Oswego since 1975. He holds a B.A. in Music Education and professional designations for insurance (CLU) and financial services (ChFC). Jerry is active in his church and in community volunteer activities. He is a charter member of Novum Chamber Singers as a participant, board member and officer. Jerry is a member of the Board of Directors for the Concordia University Foundation and serves on the finance committee. He has served on the Lakewood Board of Directors since 2002 and as Treasurer for the past three years.
KATHY BUSSMAN - SECRETARY/TREASURER (officer term expires 2011) is an active member of the Lake Oswego School District Foundation, the Pacer Club and the Lake Oswego Junior Women's Club. She has been a Co-Chair of the Lake Run and has also served on the board of Renaissance Holdings. Kathy has been a Lakewood board member since 2001 and a recent chair of the Nominating Committee.
2. Selection of Directors:
For directors the Committee recommends the membership elect the following with terms to expire as marked in parenthesis.
FRED BREUER (2013) is the owner of Bruco Construction Company, a local contracting firm. A northwest native, Fred has lived in Lake Oswego for the past 29 years with his wife Rita and two children. He is an avid supporter of the theatre and has helped Lakewood supervise the maintenance and care of the facility for many years.
KATHY BUSSMAN (2013) is an active member of the Lake Oswego School District Foundation, the Pacer Club and the Lake Oswego Junior Women's Club. She has been a Co-Chair Lake Run which raised funds for local charities and she has also served on the board of Renaissance Holdings.
CYNDIE GLAZER (2013) is the Programs and Volunteer Services Coordinator with the Lake Oswego Library. Cyndie has been an active volunteer with the annual Rotary Auction and Lobster Feed for the past several years, serving as Co-Chair in 1997. She has been a member of the board since 1994 and served as President in 2009-10. Other civic credits include service with the Lake Oswego School District Foundation and the board of the Portland Creative Conference.
ROB FALLOW (2013) is self employed as a hardwood products importer in Lake Oswego. He has been involved with many Lake Oswego citizens advisory groups concerned with transit issues for Highway 43 and the streetcar as well as the redevelopment of the Foothills area. He is also a member of Lake Oswego Rotary.
LINDA BROWN (2013) is a member of the Lake Oswego School Board, the LOABC Board, Blue Heron Neighborhood Board, the Tualatin Valley TV Board, Junior Women of Lake Oswego and Lake Oswego Rotary. Her volunteer activities have included OSBA, Lake Oswego Library, the Adult Community Center and Three Rivers Land Conservancy.
GAIL PEMBLE (2013) works as a Private Banker for Northwest Bank in Lake Oswego. She has been active with Lakewood in Lights as a committee member. She is also a board member of the University Club and was once involved with Portland Civic Theater. She is a graduate of OSU and is a Certified Financial Planner.
LINDA KERL (2013) currently serves as Vice President of the Lake Corporation where she oversees marina staff and coordinates outreach and special events. She is a member of the Lake Oswego Chamber of Commerce board and serves on the community branding committee. She has also served as President of the Lake Oswego Junior Women's Club and chaired their Holiday Home Tour. A graduate of Willamette University, Linda is also a member of Lakewood Associates.
MICHELLE DORMAN (2013) joined the Lakewood board in 2009 and has been active in chairing the Marketing Committee. Past volunteer work includes service with PEO, Past President of Forest Hills PTO, Parent Club President L.O. Junior High and Grants Chairperson for L.O. High School. She is also active with National Charities League and the Women's Care Foundation.
JEANNE DENTON (2011) a resident of Lake Oswego, will be the president of the Lakewood Center Associates for the 2010-11 year. For the Associates, Jeanne has served as Publicity Chair, Consignment Chair and ReRuns Manager. For Resurrection Catholic Church she co-chaired their annual auction fundraiser from 1997-2007. Jeanne worked with Jafco, which later became Best Products, coordinating catalog, showroom and retail sales. She is now an owner, with husband Mike, of Denton Resources, Inc. Serving on the Lakewood Board continues a long tradition of family volunteering at Lakewood.
3. Update to Lakewood By-laws:
To better conform to federal and state rules and regulations, the Lakewood Board in September 2009 appointed a By-laws committee to review, assemble and collate previous updates to our by-laws into one uniform document. This unified document was reviewed by the Lakewood board in May 2010 and endorsed for submission to the membership for its approval June 30, 2010.
The revised By-laws document is available in the main Lakewood office for review 9-5 weekdays and 10-4 on Saturdays until the annual meeting.
To download a copy of the revision summary and the proposed by-laws, please click here.
Please call our office at 503-635-3901 if you need assistance in reviewing or accessing this document.
Special note to Lakewood Theatre Company Members: This annual meeting notice and OTAS Award ballots were mailed June 2, 2010 by first class mail to members in good standing as of June 1, 2010. Ballot(s) for your OTAS Award choices must be received by June 16th to be counted. Please mail your ballots to Attorney Jerry R. Woods, PO Box 955, Lake Oswego, OR 97034.
Lakewood – By-Laws
Summary of substantive changes
Title: Changed to By-Laws of Lakewod Theatre Company
DBA’s: Included all currently used dba’s in Article 1 Name
Article III, Section 2, Changed title from Dues Contributions to Becoming a member and clarified that the BOD has the power to determine both the minimum dues amount for membership and other membership levels. The business firm, club or organization membership was changed to allow the designation of one individual membership (not two) to represent the firm, club or organization. The Life membership category was eliminated.
Article IV, Section 1-
Changed the annual meeting date from a fixed date of June 30th allowing it to be set by the BOD before the end of the fiscal year end. Section 2 -Increased the number of members necessary to call a special meeting of the membership from 10 to 25 members. Section 5 – Clarified that the right to vote at a membership meeting is limited to those present at the meeting (no proxy voting).
Section 6 –
Clarified that a person age 18 or more years is considered an adult.
Section 3 Item (f): Added item f. requiring the BOD to set the date for the annual
Section 3 Item (h) Changed item h to approve the selection of plays not requiring that the BOD actually select the plays and expanded those responsible to include an appointed individual as well as a committee.
Section 6 Changed the requirement that the BOD meets monthly to a requirement that it meet at least once in each calendar quarter, added the requirement that a deemed resignation of a director would be due to missing 3 consecutive meetings “without being excused” added the section on quorum from the old Article VI.
Section 1 – Included the Executive Director as an officer who holds the office by virtue of being hired as the executive director.
Section 3 (g) Added to requirements that the Secretary/Treasurer serve on the finance committee.
Section 4 – Added this new section to require the BOD to set the terms, conditions and responsibilities of the Executive Director.
Section 1 – Clarified that there shall be three permanent (standing) committees,
Executive, Nominating and Finance. Clarified the BOD’s responsibility to appoint
members, terms of office and the chair of committees and that the President shall be an ex-officio voting member of each committee.
Section 2 – Added to clarify the rules for voting at the committee level as well as
requiring that minutes be kept.
Section 3 - Added Limitation on the Powers of Committees (as recommended by the Oregon Non-Profit Corporation Handbook).
Section 5 – Item (a) Added the ability to approve expenses emergency expenses for program in addition to maintenance expenses.
Section 7 – Added this section to outline the formation and duties of a permanent Finance Committee.
Article VIII, Section 4 – Changed the requirement that all disbursements be authorized by two parties (one to be the secretary/treasurer) and one other officer or authorized individual to requiring the two party authorization for disbursements greater than $5,000, for all unbudgeted expenses and for expenses in excess of the bonding limit.
Article X – Added both Section 1 and 2 as recommended by the Oregon Non-Profit
Handbook to outline the restrictions on the earnings and activities of the corporation and that the corporation will indemnify to the fullest extent of the law the officers and directors of the corporation. (as recommended by the Oregon NonProfit Corporation Handbook).
Article XI – Added Section 2 to declare all prior by- laws null and void by the adoption of these By-Laws.
Summary by Jerry Koll, Chairman By-Laws Committee
Members: Fred Baldwin, Andrew Edwards, Don Irving, Jerry Koll
To download a copy of the revision summary and the proposed by-laws, please click here.
Uniform and updated By-Laws
Proposed To members of Lakewood Theatre Company for the June 30, 2010 annual meeting.
Submitted by the Lakewood Board of Directors.
Article I NAME
The name of this corporation shall be “Lakewood Theatre Company,” a non-profit corporation of the State of Oregon also dba, Lakewood Center for the Arts, Lake Oswego Festival of the Arts, Lakewood Center Associates, Lakewood Center Gallery.
Article II PURPOSES
The purposes of this corporation shall be to: (1) Study, engage in, produce and present drama in all of its forms; (2) Train and develop actors and actresses in drama art; (3) Create, maintain and operate a community theatre in which to produce and present drama, plays and other forms of entertainment: (4) Create, maintain and operate a community arts center for performing, visual and plastic arts including, but not limited to, dramatic, musical and dance programs and productions, arts displays, arts education classes, and other community service, recreation and artistic activities; and, (5) Foster, encourage and develop a community interest and participation in the foregoing objects and purposes.
Article III MEMBERSHIP QUALIFICATION, DUES AND TERMS
- Section 1. Qualification. Any individual who subscribes to the purposes and basic policies of the corporation may become a member of the corporation subject only to compliance with the provisions of the By-Laws. Business firms, clubs, and other organizations may also become members as stipulated in and by compliance with the By-Laws.
- Section 2. Becoming a member. A person may request and become a member by payment of a membership contribution. The board of directors shall determine the minimum dues contribution for membership and other contribution levels of membership. Two persons who pay a joint membership contribution shall have two memberships, with the privileges and responsibilities thereof. Business firms, clubs and other organizations may be admitted to membership by payment of a supporting membership donation. Each such firm, club or organization may designate one adult individual who shall be deemed to be its duly authorized representatives at all meetings of members and entitled to exercise all rights and privileges accorded to members of this corporation. The name and address of the person shall be filed with the Secretary/Treasurer of this corporation and shall serve until the Secretary/Treasurer is notified in writing of the revocation of said appointment and of the name and address of the newly designated representative.
- Section 3. Term of Membership. Members shall be in “good standing” for a period of twelve (12) calendar months after the payment of dues for membership.
- Section 4. Duties and Responsibilities of Corporation member shall be to: (1) Elect all officers of the board of directors at the Annual Meeting; (1) Elect all officers of the board of directors at the Annual Meeting; Page 3 Lake Oswego Community Theatre By-Laws – To BOD (2) Serve if appointed or elected and qualified in the various committees and offices of this corporation; (3) Recommend changes in and/or new programs and policies to the officers of the board of directors and chair of standing committees; (4) Approve all changes in the By-Laws; and to (5) Act as final authority in all corporation matters.
Article IV MEMBERSHIP MEETINGS
- Section 1. The annual meeting of this corporation shall be held before the end of the corporation’s fiscal year as determined by the board of directors.
- Section 2. Special meetings of the membership may be held upon the call of the president or upon the written request of twenty-five (25) members, with the specific matters to be acted upon stated in the call of the meeting.
- Section 3. Notice of the annual meeting or of any special meeting of the membership must be given in writing to all members at least seven (7) days in advance of the meeting date.
- Section 4. Quorum. At all meetings of the membership of the corporation in order to constitute a quorum there shall be present in person at least thirty-five (35) members in good standing.
- Section 5. Voting. The right to vote at any meeting of members on matters concerning the business of this corporation shall be limited to members, present at such meeting, including the duly authorized representatives designated in accordance with the provisions of Article III, Section 2, in good standing on the date the notices for such meeting are mailed. Each member present at the meeting is entitled to one vote. If the right to vote at any meeting shall be challenged, the person presiding shall require such books and records, if they can be had, to be produced as evidence of the right of the person challenged to vote at such meeting. Voting in elections for officers and directors of the corporation shall be by secret written ballot, except as provided in Article V, Section 1 (d).
- Section 6. “Adult” shall be defined in these By-Laws as a person who is eighteen or more years old.
Article V BOARD OF DIRECTORS
- Section 1. NUMBER, QUALIFICATIONS AND ELECTION (a) The Board of Directors shall consist of the President, the Secretary/Treasurer and seven other directors, except the Board may change the size of the Board to any number from five to twenty-one, inclusive. If such a change increases the number of Board members the Board shall appoint additional members to fill new vacancies so created, who shall be approved by affirmative vote of at least a majority of the whole board. If a change reduces the number of directors, it shall take effect only as vacancies occur on the existing Board of Directors. (b) All directors of the corporation must be no less than 18 years of age at the time of their election. (c) The directors shall be elected at the annual meeting and shall serve for a three-year term. As nearly as may be, one third of the total number of directors shall stand for election at each annual meeting. The president and secretary-treasurer, and such other officers as may be designated by the board, shall be elected from among the directors as provided in Article VII, Section 1. (d) A Nominating Committee, composed per Article VII of these By-Laws, shall make nominations of candidates for election to the board of directors. Except as hereinafter provided, directors shall be elected by secret written ballot at the annual meeting of the corporation. Those receiving a plurality of the votes of members present entitled to vote shall be considered duly elected and shall take office immediately. If, however, there is no contest, the Secretary may be directed by voice vote to cast a unanimous ballot for those nominated.
- Section 2. Vacancies. A vacancy on the board of directors shall be filled by the affirmative vote of a majority of the remaining directors, and the director so elected shall fill out the term of his or her predecessor.
- Section 3. Duties of Directors. The duties of the board of directors shall be to: (a) Attend board meetings, the corporation’s annual meeting, and any other business meetings of the membership; (b) Approve policies and methods of operation for the corporation; (c) Approve goals, budgets and programs of the corporation; (d) Create such standing committees and other committees as are needed to carry out the purposes and goals of the corporation. This includes planning annual assignments for each position of the board in time for the Nominating Committee to seek candidates with proper qualifications; (e) Serve individually in the directorship for which elected and to carry out the duties and responsibilities of those directorships in accordance with the corporation’s policies: to serve as members of standing and ad hoc committees if so appointed and to perform such other duties as may be assigned by the president of the board; Approve any unbudgeted expenditures, except that the Executive Committee shall be able to approve emergency expenditures; (f) Establish the date, time and place for the Annual Meeting; (g) Evaluate monthly progress toward approved goals; (h) Approve the selection of plays, play directors, and production/program budgets as recommended by the committee and/or individuals charged with responsibility for recommending such selections and budgets; (i) Arrange for a competent audit of the corporation financial records and assets at least annually; (j) To recommend to the membership any changes in the corporation’s By-Laws; and to (k) Act as second highest authority in any corporation matters.
- Section 4. Any member of the board of directors who directs a play during his term of office shall abstain from voting on financial matters pertaining to that production. Any member of the board of directors shall abstain from voting to choose himself/herself as a play director. No officer of the corporation shall direct a play during his or her term of office.
- Section 5. Resignation and Removal. The resignation of an officer or member of the board of directors shall be effective if written and signed and when delivered to the Secretary/Treasurer. Any officer or member of the board may be removed either with or without cause by a vote of a two-thirds majority of the whole board at a special meeting called for that purpose. Section 6. Board Meetings and Attendance. The board of directors shall meet at least twice in each calendar quarter. Notice shall be given to all officers and members of the board no less than seven (7) days in advance of each such monthly meeting. Any officer of the board of directors who is absent without being excused from three consecutive meetings shall be deemed to have resigned. The vacancy thus created shall be filled by the affirmative vote of the majority of the remaining directors, either to replace or re-elect the absentee board member. Special meetings of the board of directors may be held at the call of the president and absence from such special meetings shall not affect board tenure. A quorum for the transaction of business by the board of directors shall be not less than a majority of the members and officers of the board.
Article VI OFFICERS AND DUTIES
- Section 1. The officers of this corporation shall consist of a president and a secretary/treasurer, the executive director and such other officers as may be designated by the board of directors. The officers with the exception of the executive director, shall be elected at the annual meeting of the members and shall hold office until the next annual meeting or until their successors have been elected and qualified. The executive director shall serve as an officer of the corporation as long as he or she holds the position of executive director. Qualification for the office of president shall include one (1) year of prior service as a member of the board of directors. The president shall not be eligible to serve for more than two successive terms.
- Section 2. The duties of the president shall be to: (a) Call and preside at all meetings of the board of directors, the Theatre membership and, as required, the executive committee; (b) Appoint committees, all such appointments to be approved by the board of directors; (c) Be ex-officio a member of all committees, except the nominating committee; (d) Represent the corporation at all times where legal or other official representation is required and, if unable to do so, to designate a representative; (e) Serve as the chief executive officer of the corporation in all matters not specifically identified, managing the day to day operations of the corporation under the policies set by the board of directors; (f) Sign and execute all deeds, mortgages, conveyances and contracts in the name of the corporation when authorized to do so by the board of directors; (g) Act as the fourth highest authority in any corporation matters; and to (h) See that the officers, chairmen of committees, and play directors fulfill their responsibilities to the corporation.
- Section 3. The duties of the secretary/treasurer shall be to: (a) See that minutes are taken of the proceedings of the board and the theatre membership, typed, reproduced and distributed according to corporation policy; (b) See that there is compliance with corporation By-Laws in all matters. (c) Arrange for all official notifications of membership and board meetings; (d) Give official notification to those elected to offices of the corporation and to see that new officers and members of the board receive statements of their duties, responsibilities, as well as any other materials which will help them become oriented quickly; (e) Have charge of and maintain such books and documents as the board may direct; (f) Maintain a record containing the names, alphabetically arranged, of all persons who are members of the corporation, together with the address of each member and dates of commencement and termination of membership; (This book of records must be available for exhibit to any officer director or member of the Theatre upon 24 hours notice to the secretary/treasurer.) (g) Serve on the Executive and Finance Committee; (h) Have responsibility for the safekeeping, deposit, and disbursement of the funds of the corporation; (i) Approve and recommend to the board the annual budget, giving consideration to the requirements of committees, and productions as advised and recommended by the directors and committee chairmen charged with developing individual committee and production estimated budgets; (j) Pay all bills duly authorized and keep a full and correct account of all money received or paid; (k) Present monthly reports to the board about the financial condition of the corporation; (l) Submit financial statements for inclusion in the annual report to the membership; (m) Develop forms and procedures for accounting, banking and financial reporting; (n) Establish and maintain necessary relationships with banks and other financial institutions; (o) See that required tax and withholding reports are made to appropriate governmental agencies; (p) Submit the financial records of the corporation for annual audit as designated by the board of directors; and to (q) Give, if required to do so by the board, such bond for faithful performance of his/her duties as the board may determine.
- Section 4. The Executive Director shall be hired by the Board. The terms, conditions and responsibilities shall be set by the Board.
Article VII COMMITTEES
- Section 1. Creation and Continuance. The board of directors will be served by an Executive Committee, a Nominating Committee and a Finance Committee. The President with the advice and consent of the board may create such standing and special committees as he or she may deem necessary during his or her term of office to promote the purposes and carry on the work of the corporation. Unless the committee membership is otherwise specified by these By-Laws, the President with the advice and consent of the board shall approve the appointment of the committee members and designate the term of office for each committee member and the chair of each committee. The President shall be ex-officio voting member of each committee. The necessity for such committees shall be annually reviewed and a statement of committee responsibilities shall be given to the nominating committee in time for that committee to seek candidates with proper qualifications for committee chairmanships and con-current board service if applicable.
- Section 2. Quorum, Voting and Records of Committees. A quorum at a Committee meeting shall be a majority of all Committee members immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the members present. All committees shall keep minutes of their meetings.
- Section 3. Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; nor may adopt, amend, or repeal the Articles, By-Laws, or any resolution by the board of Directors.
- Section 4. Duties of Committee Chairs. The chairman of each committee shall be to: (a) Present a plan of work and budget requests to the board of directors for approval; (b) Be responsible to carry out the plan approved and the committee responsibilities as stated by the board of directors; (c) Make verbal progress reports to the board of directors as requested; (d) Recommend to the board of directors the organization required to carry out the work of the committee, including recommendation of individuals for committee membership and the creation of sub-committees and to (e) Perform other duties as assigned by the president and board of directors.
- Section 5. Executive Committee. There shall be a standing Executive Committee which shall consist of the president; the secretary/treasurer; and at least one other director, as appointed by the President and approved by the board of directors. The Executive Committee shall meet as necessary. The duties of the Executive Committee shall be to: (a) Discuss and approve expenditures necessary to the maintenance of facilities and programs in emergencies. (b) Assist the president in conducting the routine business of the corporation between board meetings. (c) Act as the third highest authority in any Corporation matters. (d) Perform such other duties as assigned by the board.
- Section 6. Nominating Committee. There shall be a standing nominating committee appointed by the president within 90 days after the annual meeting. This committee shall have the responsibility to develop candidate recommendations for all officers and members of the board of directors of this corporation, shall study the theatre’s bylaws, and duties and responsibilities of present officers and other such material or information which may serve as a basis for developing and communicating the qualifications required by those who might be recommended for election as officers and/or directors of this corporation. Further, this committee will serve as a resource center to recommend candidates for committee chairmanships and board vacancies which occur between annual meetings. The nominating committee chair will be appointed by the President. The nominating committee will consist of five (5) members of the corporation in good standing, including a past president and one member at large.
- Section 7. Finance Committee. There shall be a standing finance committee, appointed by the board of directors. The committee shall consist of a minimum of three members of the Board, one member to be the Treasurer. The finance committee shall recommend to the board actions regarding budgets, accounting, financial structure, investments, distribution of funds, the audit and other financial matters as directed by the Board. It shall arrange for an annual audit of the books of the corporation.
Article VIII FINANCIAL MATTERS
- Section 1. No pecuniary or other obligation shall be contracted by the corporation without sanction of the board of directors or by the adoption of a budget.
- Section 2. No funds of the corporation shall be deposited in any name except that of the corporation and no funds of the corporation shall be invested without the authority of the board of directors. No loan of corporate funds may be made to any officer of the board of directors, or member of the corporation.
- Section 3. The fiscal year of the corporation shall begin on July 1st of each year and end on June 30th of each year. The books of the corporation shall be balanced and audited for the fiscal year by a certified public accountant or an auditing committee of the board of directors.
- Section 4. Disbursements for amounts $5,000 and greater, any unbudgeted expenses or expenses in excess of the bonding limit shall be authorized by the secretary/treasurer and one other officer or individual as the Board may authorize.
Article IX PARLIMENTARY AUTHORITY
Robert’s Rules of Order, revised, shall govern this organization in all matters of procedure not covered in these By-Laws.
Article X CORPORATE INDEMNITY
- Section 1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, directors, 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 set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication 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 By-Laws, the Corporation shall not carry on any other 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 the corresponding section of any future federal tax code or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- Section 2. This corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification--substantively, procedurally, and otherwise.
Article XI AMENDMENTS
- Section 1. These By-Laws may be amended at any annual meeting of the members, or at any special meeting of the members duly called for that purpose by the affirmative vote of two-thirds of the members present.
- Section 2. All By-Laws of the Lakewood Theatre Company heretofore adopted are by these By-Laws made null and void.
To download a copy of the revision summary and the proposed by-laws, please click here.