Amendments: August 2002
BYLAWS
OF
The Music Theatre of Idaho
Pursuant to Idaho Non-profit Corporation Act, 30-3-27
This Corporation was incorporated in March 1998 by the four founding officers pursuant to the Idaho Non-profit Corporation Act, 30-3-16
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Ada County, State of Idaho.
Pursuant to Idaho Non-profit Corporation Act, 30-3-30
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The Executive Board of Directors may change the principal office from one location to another by noting the changed address and effective date in these bylaws.
Pursuant to Idaho Non-profit Corporation Act, 30-3-30
ARTICLE 2
NON PROFIT PURPOSES
SECTION 1. IRC SECTION 501 (C) 3 PURPOSES
This corporation is organized exclusively for the purpose or purposes described in section 501 (c) 3 of the Internal Revenue Code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under section 501 (c) 3 of the internal revenue code. Additionally this corporation reserves the right to carry forth with any or all activities pursuant to Idaho Non-Profit Code 30-3-24.
SECTION 2 SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be: To present to the community professional quality, family-centered, affordable, musical productions. This company is intended to have both volunteer participants and a professional, compensated management staff. At least 50% of the objectives of this company will be educational in nature. This company is a non-profit corporation. This corporation will protect and defend all of it’s rights and privileges set forth under Idaho Non-Profit code 30-3-24.
ARTICLE 3
DIRECTORS
SECTION 1 NUMBER
The corporation shall have up to 22 Directors, in two very separate classes of membership and collectively they shall be known as the Board of Directors. The first class of corporate directors will be the Executive Board of Directors. This class of directors will have up to eight members. The corporate officers (4) in total and the Chair of the Council of Patrons, Chair of the Repertory Company and up to two members at large form the Executive Board. Additionally, up to four non-voting, advisory members serve on the board. These advisory members serve as advisors in any areas in which the executive board deems necessary or appropriate.
The Executive Board of Directors may appoint up to twelve advisory Directors known as the “Council of Patrons”. The obligations and responsibilities of the “Council of Patrons” is described below. The “Council of Patrons” is a Council of Directors of the corporation in a separate class. The Music Theatre of Idaho therefore has two classes of Board membership. The Executive Board and the Council of Patrons together form the Board of Directors. The Council of Patrons are a separate class of board member who represent the Theatre Attending Patrons of our community. The Council of Patrons is represented by their chair, or a representative of their chair on the Executive Board.
Idaho Non Profit Code 30-3-37
SECTION 2. QUALIFICATIONS.
Members of the Board of Executive Directors shall be of the age of majority in this state. Other qualifications for Executive Directors of this corporation shall be as follows: A resident of Idaho and have an appreciation for forwarding the arts in Idaho.
Members of the “Council of Patrons” must meet the above qualifications and be in a significantly responsible position in the community as to meet the obligations of this position. Additionally, members of the “Council of Patrons” must be committed to the goals and objectives of the Music Theatre of Idaho as defined in article 2, section 2, for the sake of the organization and not for personal gain, recognition or advancement. No MTI employee, with the exception of the CEO may serve on the Council of Patrons, or the Executive Board. In addition, no other person who is employed by the MTI, in any capacity, may also serve on either the Executive Board of Directors or the Council of Patrons, except those who are currently serving in the capacity of both a Board Member and an employee at or prior to January 2002 (as “grand-fathered”). Pursuant to Idaho Non Profit Code 30-3-64
SECTION 3 POWERS.
Subject to the provisions of the laws of this state, and any limitations in the articles of incorporation and these bylaws, relating to action required or permitted to be taken or approved by the Executive Board of Directors, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Executive Board of Directors, who are the only voting members of this corporation. The Executive Board of Directors include representation from the Council of Patrons and the Repertory Company. Both the Council of Patrons and the Repertory Company have one representative member on the executive board. This member has full voting privileges on the executive board. Pursuant to Idaho Non-profit Code 30-3-24
SECTION 4 DUTIES- Executive Board of Directors:
All Duties are pursuant to Idaho Non-Profit Corporation Act, 30-3-24.
It shall be the duty of the Executive Directors, to oversee and steer the corporation’s professional management team in the day-to-day operations of the corporation. The Executive Directors shall be, educated, experienced and dedicated in the theatre arts, to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(1) Honorariums and stipends may be distributed by the Executive Board of Directors at their sole discretions and in the amount decided upon by the Executive Board of Directors.
(2) This corporation will not distribute honorariums to any person for their portrayal of a role in a play or musical nor for acting as a member of the Council of Patrons.
(3) The Executive board sets the salaries of all but the two highest paid employees of the corporation. The salaries of these employees is set by the Council of Patrons, or their chair, if the council is not yet formed, or if they agree by consensus that this is to be the case. ( based on objective criteria presented by the a member of the management team delegated by the CEO to do so. Such criteria as national statistics, past history and extent of budget will be taken into consideration).
(4) The ex-oficio member of the repertory company shall be excluded from discussions and voting on any matter related to employee salaries, except that they will be privy to the salary ranges. Additionally, the ex-oficio member will have been party to the approval of the annual budget, including salaries as a broad category.
(5) The following criteria, taken directly from the IRS tax code on such matters will apply in setting salaries:
Under a special rule for organizations with
annual gross receipts of less than $1 million,
the governing body will be considered to have
appropriate data as to comparability if it has
data on compensation paid by five comparable
organizations in the same, or similar
communities, for similar services.
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly. To establish corporation policy in regards to decision-making, and day to day policy.
(d) To hire a Chief Executive Officer, who is to be a voting board member and who will put into practice this day-to-day policy, which includes, but is not limited to job assignments, scheduling, auditions, casting, and play selection.
(e) Meet at such times and places as required, if stated, in these bylaws, register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
(f) Action without a meeting is allowed, pursuant to Idaho Non Profit Code 30-3-75
SECTION 4-A. DUTIES. COUNCIL OF PATRONS.
It shall be the duty of the “Council of Patrons”, a cross section of community minded individuals to;
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) To elect a representative from the group at large to act as chair and delegate to the MTI executive board;
(c) In consultation with the company’s professional manager delegated by the Corporations CEO for this purpose, approve the compensation for the company’s two highest paid employees.
(d) Consult with the Executive Board of Directors at least four times annually on matters of business development, fundraising and community relations. The primary objectives of the Council of Patrons is:
(1) Review and approve or reject the annual corporation budget, as a whole, but not direct individual line items, as proposed by the Executive Board of Directors. Such approval or rejection shall be by consensus. The budget is to be presented in September of each year. The fiscal year runs January 1-December 31. The Council of Patrons may decline to approve the annual corporation budget on two successive occasions. On such rejection the Executive Board of Directors shall prepare a revised annual corporate budget for consideration by the Council of Patrons by the end of the successive calendar month at the latest. In order that the operations of the company may precede in the next fiscal year, in the event that the Council of Patrons fails to achieve consensus of the third successive submission it shall be deemed to have been approved and the dissent of any members will be recorded as such..
(2) Approve the salaries of the two highest paid company employees ( based on objective criteria presented by the a member of the management team delegated by the CEO to do so. Such criteria as national statistics, past history and extent of budget will be taken into consideration).
(3) Prepare an annual business growth plan each year, in consultation with the Executive Board of Directors, which updates the company’s five year business plan.
(4) Be responsible for funding, through fundraising activities, the “nontaxable revenue” portion of the annual budget.
a) The top priority of fundraising will be to insure that the purpose of the company, as defined in Article 2, Section 2, is funded in full, as reflected in the agreed budget. Fundraising may consist, but not be limited to:
1) Community Patron Membership Program
2) Gift Shop/Merchandising
3) Individual/Corporate Gifts Program
4) Bequests/Endowment Program
5) Other Unique Fundraising Programs
b) Special projects, recommended by the Council of Patrons, will be a secondary priority. Special Projects might include, but will not be limited to:
1) Building Funds
2) Scholarships/Educational Programs
3) Endowment/Bequest Funds
c) All fundraising activities must be in compliance with the IRS code on such matters, including all codes, which govern Board members receiving personal gains from nonprofit corporations. Compliance to this matter is by Federal Law.
(5) Continually examine and share community feedback regarding the Music Theatre of Idaho, and with this information, help the company to grow and prosper to it’s full potential. This might include, but is not to be limited to:
a) Conducting audience surveys
b) Requesting feedback from community leaders
c) Sponsoring special social events aimed at collecting this data
(6) Advise and Council the Executive Board of Directors with respect to community issues. This is to be accomplished through the Chairman of the Council of Patrons, who is a voting member of the Executive Board of Directors. All Council of Patrons members should actively participate in making the Chair aware of any suggestions or issues.
(7) In the event that the position of CEO is vacated, it is the Council of Patrons who conducts a search for a suitable candidate. The Council of Patrons would narrow the search to three candidates, the Executive Board of Directors would make the final decision, as to which, if any, of three recommended candidates of the Council of Patrons shall be appointed. Ordinarily the appointed candidate will be drawn from the three recommended by the Council of Patrons however due to the operational responsibilities required of Executive Directors the Executive Board at its sole discretion may appoint an alternative candidate to those proposed by the Council of Patrons based on its best judgment.
(8) The Council of Patrons will give feedback and influence yearly schedules, programming, play selection, and the like, through consensus voting and through representation by the Chair of the Council of Patrons. The Chair of the Council of Patrons carries one vote in any decision placed before the Executive Board of Directors. It is expected that the Chair will vote in accordance with the wishes of their constituents on the Council of Patrons. This structure of voting is pursuant to Idaho Non-Profit Corporation Act 30-3-55. Voting Structure by class of membership is set by these bylaws.