NEW BOARD NOMINATION AND ELECTION PROCEDURE, QUALIFICATIONS, TRANSACTION OF BUSINESS

Voted and Adopted on 7/9/2018

Replaces Sections 7.2, 7.3, 5.4.1

ARTICLE IX – AMENDMENTS

These Bylaws may be altered, amended, or repealed at any meeting of the combined Managing Board and Artistic Board, duly called for such purpose, at which a quorum is present, by the affirmative vote of a two-thirds (2/3) majority of the Directors present and voting thereon, or alternatively, at any meeting of the Members, duly called for such purpose, at which a quorum is present, by the affirmative vote of a majority of the Members present and voting thereon; provided, however, that to the extent that any provision of these Bylaws is inconsistent with the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall prevail.

 

7.2 Qualifications

To be eligible to serve as an Officer of the Corporation, an individual must be a current member in good standing and must have assisted the Corporation in a substantial capacity in at least two (2) productions during the thirty-six (36) month period immediately preceding the meeting to elect, or served in a substantial capacity on a Committee, and whose nomination receives the approval from a majority of the Managing Board.  For purposes of this section, assisting the Corporation in a substantial capacity in a production is defined as any one of the following: acting, directing, choreography, constructing and building sets, running and operating the sound system, running and operating the lighting system, managing the stage, leading a publicity campaign, managing advertisement sales, managing ticket sales, managing the web site, managing the program guide design and production, managing mailings, or managing the 50/50 raffle.  Should there be any question regarding the satisfaction of these requirements, they shall be decided by a majority of the Directors present at any meeting that which the individual in question may be elected an Officer.
 
7.3 Nomination and Election
Nomination of Members to replace Officers on both the Managing Board and Artistic Board whose terms expire, or to add new Officers, must be submitted to the Secretary in writing no later than the Board meeting preceding the annual meeting of the Members or a special meeting of the Members duly called for such purpose.  Members may self-nominate or may be nominated by any other Member.  Incumbent Officers must also re-nominate themselves each year, otherwise it is assumed that they do not intend to run for re-election.  Each Officer of the Corporation shall be elected by a vote of a majority of the Members present and voting.  In the event that no candidate receives the required number of votes after an initial vote is held, the candidate receiving the fewest votes shall be eliminated from the list of candidates and another vote shall be held, and so on until a candidate is duly elected.  If there is only one candidate for an Officer position and they do not receive a majority of votes of Members present and voting, the seat will remain open and will be filled at a future Meeting set for such a purpose.
 
5.4.1 Quorum
 
Unless otherwise required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of a ¾ majority of the Directors in office on the Board that is voting (Managing or Artistic).  A Director may participate in a meeting of the Board by means of a conference telephone or other means of communication enabling all participating Directors to hear one another simultaneously and such participation shall constitute presence in person.  In the event that a quorum is not present, a member(s) of the other Board may be called in to satisfy quorum if a vote is needed.

NEW BOARD STRUCTURE
Voted and Adopted on 7/9/2018
Replaces Section 7.8 of the current bylaws dated 4/25/2010 and adds section 7.9 (new)

7.8 Managing Board – Responsible for the strategic planning and operations of the organization.  The same individual may not serve in two voting positions on the Managing Board, but may serve in one voting position and another committee(s).   A voting member of the Managing Board may also serve as a voting member of the Artistic Board, if they are able to sufficiently fulfill the needs of both positions.  If there is a question as to which Board presides over a certain decision, the Managing Board will make that determination.

7.8.1 President

The President shall be responsible for the day-to-day operations of the Corporation; and shall preside over all other Officers.  In addition to the foregoing, the President shall preside at all meetings of the Members and at all meetings of the Directors; shall be the primary public spokesperson of the Corporation; shall oversee relations between the Corporation and any third-parties or governmental authorities; shall serve as liaison between the Directors and Members; shall assure that the operations of the Corporation are in keeping with the Certificate of Incorporation and these Bylaws, and that these Bylaws are regularly reviewed and updated as necessary; and shall fulfill such other duties as may be prescribed from time to time by the Board of Directors.

7.8.2 Treasurer

The Treasurer shall assume primary responsibility for the collection of, and accounting for the dues of the Members, the annual budget of the Corporation, and the budget, revenue, and expenses for each production, performance, exhibition, or other public event; shall supervise the receipt and custody of the Corporation's funds; shall pay the necessary and reimburse reasonably-incurred expenses of the Corporation and the Directors; shall cause to be kept correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation; shall assume responsibility for all of the Corporation's funds; shall prepare, distribute, and retain or cause to be prepared, distributed, and retained all reports, records, and returns required by law regarding the Corporation's financial status; and shall have such other powers and perform such other duties as may be assigned by the Board of Directors or the President.

7.8.3     Secretary

The Secretary shall maintain a current membership list; shall post notice of all Board and committee meetings; shall keep the minutes of all such meetings, shall have charge of the Corporation's seal; shall authenticate the Corporation's records; shall maintain all records pertaining to the organization, both physical and electronic; shall update and maintain all usernames and passwords for all accounts; shall receive all nominations for annual elections; shall maintain the master calendar for the organization; shall record attendance at each meeting; shall perform, in general, all the duties incident to the office; and shall have such other powers and perform such other duties as may be assigned by the Board of Directors or the President.

7.8.4Facilities Manager

Manages all day to day operations and maintenance of the building and grounds; acts as the liaison between the organization and all building contractors; maintains the inventory of all supplies needed for the building; maintains and updates codes for door lock and alarm; shall be responsible for scheduling all necessary inspections and service visits; and shall be responsible for scheduling all repairs when necessary.  Creates and maintains budget for facilities.

7.8.5 Fundraising Manager (Operations)

Manages, with the help of a committee, all fundraising efforts to cover operational costs including but not limited to: program ad sales, grants, e-commerce through website, chair campaign, 50/50 raffle, sponsorships, and tracking and managing the thank you letters.  Creates and maintains budget for operational fundraising.

7.8.6 Events Manager

Manages, with the help of a committee, the coordination of all events hosted by the organization outside of the regular production season, including but not limited to: concerts, art shows, staged readings, and trivia nights; shall coordinate with the other Directors as necessary for events (Technical Director, Facilities Manager, Contracts Manager, etc).  Creates and maintains budget for events.

7.8.7 Publicity/Marketing Manager

Manages, with the help of a committee, all activities related to publicity, marketing, and community outreach including but not limited to: website, social media, email blasts, press releases, and advertising.  Coordinates all community booth events and is the primary contact for all media – print, television, and radio.  Creates and maintains publicity/marketing budget.

7.8.8 Volunteer/Diversity Recruitment Manager

Manages, with the help of a committee, the recruitment, organization, and placement of volunteers with specific efforts to include a diverse body of membership.  Shall create and maintain a database of all volunteers; shall work with the committee leads and Executive Producer to identify the volunteer needs of each group; and shall identify the skills of each volunteer and place them with the right group.  Creates and maintains volunteer recruiting budget.

7.8.9 Capital Campaign Committee (CCC) Chair

Serves as lead fundraising coordinator for the 100 High St. Building Fund and other capital campaigns.  Serves as liaison between the CCC and the Board.

7.8.10 Executive Producer

Serves as the liaison between the Artistic Board and the Managing Board.  Shall assume primary responsibility for, and shall oversee, the selection and scheduling of all productions, auditions, rehearsals, performances, exhibitions, and other public events, and the selection and supervision of personnel and parts for each production; shall be responsible for the hiring of all directors, music directors, designers, stage managers, and other staff necessary for each of our season’s productions; and shall oversee the show selection for each season. Creates and maintains the production budget for the season.

7.9 Artistic Board– Responsible for the artistic decisions and direction related to the main season’s productions and other shows that are produced by OHP.  The same individual may not serve in two voting positions on the Artistic Board.  A voting member of the Artistic Board may also serve as a voting member of the Managing Board, if they are able to sufficiently fulfill the needs of both positions.

7.9.1 Executive Producer

Serves as the liaison between the Artistic Board and the Managing Board. Shall assume primary responsibility for, and shall oversee, the selection and scheduling of all productions, auditions, rehearsals, performances, exhibitions, and other public events, and the selection and supervision of personnel and parts for each production; shall be responsible for the hiring of all directors, music directors, designers, stage managers, and other staff necessary for each of our season’s productions; and shall oversee the show selection for each season.  Creates and maintains the production budget for the season.

7.9.2 Technical Director

Oversees the technical operations of each production including sound, lighting, and set construction.  Shall be responsible for the maintenance and replacement of all technical equipment.  Will also assist in the technical needs of all other events related to the organization.

7.9.3 Contracts Manager

Responsible for negotiating and securing the rights for all productions in the main season; develops and maintains the contracts for all other events for the organization; negotiates all other contracts as needed.

7.9.4 Box Office Manager

Coordinates and manages the sales of all tickets to all productions and events; manages the sales of all season tickets; maintains list of season subscribers; manages the sales of all gift certificates; manages group sales, manages comp tickets, and manages all refunds.  In coordination with the House Manager, operates front of house ticket sales and pick-ups on day of event.

7.9.5 House Manager

Oversees the set up and dismantling of the house and bar in connection with each performance, exhibition, or public event; manages concession inventory and sales; shall schedule all front of house volunteers; shall secure appropriate licenses for the serving of food or alcoholic beverages; shall ensure adherence at each performance, exhibition, or public event to any applicable laws, codes, and ordinances; shall arrange for the purchase, inventory, and storage of all bar and house supplies; and organizes and schedules the preparation and cleaning of the house before opening night.