BYLAWS
Winding River Players, Inc.
The adoption of these bylaws shall supersede and replace any and all previous bylaws of this Corporation. - July, 2001 and as amended March 20, 2003.
ARTICLE I - CORPORATE NAME
1. The name of the corporation shall be Winding River Players, Inc., herein after referred to as "WRP"
ARTICLE II -- PURPOSE
1. The corporation shall have unlimited powers to engage in and do any lawful act concerning any and all lawful activity for which nonprofit corporations may be incorporated under Pennsylvania Nonprofit Corporation law of 1988, as amended, under the provisions of which the corporation is incorporated.
2. The corporation shall undertake such acts as it deems necessary to produce, sponsor and promote living theater for the education, edification and entertainment of the people of Bradford County, Pennsylvania and neighboring communities.
ARTICLE III -- OFFICES
1. The principal office of the corporation shall be located in Towanda, Pennsylvania.
2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the corporation may require.
ARTICLE IV -- MEMBERS
1. The corporation shall have no members. All powers, obligations and rights of members provided by law shall reside in the Board of Directors.
ARTICLE V -- DIRECTORS
1. The business and affairs of this corporation shall be managed by its Board of Directors. The number of directors shall not exceed 25. The minimum qualifications of members of the Board of Directors shall be of full age and chosen by the Board to fill the needs of the Corporation.
2. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors shall have the maximum power and authority now or hereafter provided or permitted under the laws of the Commonwealth of Pennsylvania to Directors of Pennsylvania nonprofit corporations acting as a Board.
3. The Annual Meeting of the Board of Directors shall be held annually during the calendar year at such time and place as the Board of Directors shall designate in the notice of the meeting.
4. Regular meetings of the Board of Directors shall occur at least once per month at such times and places as it shall designate from time to time.
5. Special meetings of the Board of Directors may be called by the President at such times as the President shall deem necessary.
6. Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least five (5) days prior to the day named for the meeting.
7. A quorum for the transaction of business shall consist of two officers plus two other Board members. The acts of a majority of directors present and eligible to vote at a Board meeting shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if the consent or consents in writing setting forth the action so taken shall be signed by at least a majority of all directors in office, and shall be filed with the Secretary of the corporation.
8. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the corporation to report back to the Board on the matter(s) within the committee's jurisdiction. A quorum for the purpose of holding and acting at any meeting of a committee shall be a simple majority of the members thereof.
9. All Board members shall be nominated and elected to serve on the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board.
10. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish an Advisory Committee to advise and assist the Board of Directors in carrying out its responsibilities. The Advisory Committee shall consist of those individuals deemed necessary by the Board to carry out its responsibilities.
11. One or more persons may participate in a meeting of the Board or a committee of the Board by means of the conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
12. The Board of Directors may declare vacant the office of a director if he or she is declared of unsound mind by the order of court or is convicted of felony, or if within sixty (60) days after notice of his or her selection, he or she does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill each other requirements of a qualification as the Bylaws may specify.
13. Any Director or Officer of the corporation is authorized to receive reasonable compensation from the corporation for services rendered and for actual expenses incurred when authorized by the Board of Directors or its designee. No director of the corporation shall receive compensation merely for acting as a director.
14. A majority vote by attending members is sufficient to enact routine business with the exception of changes in by-laws which shall require a two-thirds vote.
15. The presiding officer may not cast a vote unless for the purpose of breaking a tie vote.
ARTICLE VI -- OFFICERS
1. The executive officers of the corporation shall be natural persons of full age, shall be chosen by the Board, and shall be a President, Vice President, Secretary, Treasurer and such other officers and assistant officers as the needs of the corporation may require. They shall hold their offices for a term of three years and shall have such authority and shall perform such duties as are provided by the Bylaws and as shall from time to time be prescribed by the Board. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. There shall be no limit on the number or terms an officer can serve.
2. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby but such removal shall be without prejudice to the contract rights of any person removed.
3. The President shall be the chief executive officer of the corporation; he or she shall preside at all meetings of the Directors; he or she shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except as may be by statute exclusively conferred on the President to any other officer or officers of the corporation. He or she shall execute all documents requiring a seal, under the seal of the corporation. He or she shall be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.
4. The Vice President shall act in all cases for and as the President in the latter's absence or incapacity, and shall perform such other duties as he or she may be required to do from time to time.
5. The Secretary shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be.
6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts or receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He or she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meeting of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation.
7. Elections of officers shall be held every third year at the Annual Meeting of the Board of Directors. The President will appoint a Selection Committee who will recommend a slate of candidate, but other candidates may run as well.
ARTICLE VII -- VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
2. Vacancies in the Board of Directors shall be filled in the same manner as provided for the designation of Directors in Article VI - Directors.
ARTICLE VIII - BOOKS AND RECORDS
1. The corporation shall keep an original or duplicate record of the proceeding of the Directors, the original or a copy of its Bylaws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or a duplicate Board register, giving the names of the Directors, and showing their respective addresses. The corporation shall also keep appropriate, complete and accurate books or records of account which shall be reviewed on an annual basis. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.
ARTICLE IX - FISCAL YEAR AND ANNUAL REPORT
1. The fiscal year of the corporation shall commence on October 1st and end on the following October 1st.
2. The Board of Directors shall cause a report of the activities of the corporation to be prepared annually and sent to such persons as the Board of Directors shall determine.
ARTICLE X --AMENDMENTS
1. The Board of Directors may alter, amend, suspend or repeal these Bylaws at any regular or special meeting called for that purpose, except as restricted by the Pennsylvania Nonprofit Corporation law of 1988, as amended.
ARTICLE XI - LIMITED LIABILITY OF DIRECTORS
1. A director shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under section 8363 of the Directors' Liability Act (relating to standard of care and justifiable reliance); and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provision of this section shall not apply to the responsibility or liability of a director pursuant to any criminal statute; or the liability of a director for the payment of taxes pursuant to local, State or Federal Law.