PULL-TIGHT PLAYERS, INC.
BYLAWS

ADOPTED DECEMBER 16, 1997

— As Amended October 24, 2010
and March 17, 2014 —

ARTICLE I - MEMBERSHIP

Section 1 – Voting Membership
Voting members shall be persons 16 years of age or older who have met the following requirements as of or subsequent to the immediately preceding annual meeting, except that in order to qualify for voting rights at the annual meeting the following requirements must have been met subsequent to the immediately preceding annual meeting:

a) Be a current Board Member; or
b) Be a Youth Guild Advisor; or
c) Have accomplished one or more of the following:

i) Served as a director or producer of any production, to include main stage and Youth Guild productions, as well as fund-raisers;
ii) Participated in two productions in any unpaid capacity of cast, production personnel, or door worker, to include main stage and Youth Guild productions, as well as fund-raisers;
iii) Served in any capacity on a standing committee as designated by the President.

Section 2 – Honorary Life Voting Membership
The Board of Directors, by majority vote, may confer life voting membership to persons who because of age, health, or special circumstances are no longer able to fulfill the conditions in the previous section but because of either previous theatrical work, financial support, or moral support have contributed to the growth and well-being of Pull-Tight Theatre. A record of these names shall be kept by the Secretary and forwarded each year to the Artist Membership Secretary.

Section 3 – Student Membership
A student member shall be anyone aged 15 years and under who has participated in two theatrical productions of Pull-Tight Players, Inc. in the current season or who is an active member in the Youth Actors Guild. This membership is a non-voting membership.

Section 4 – Artist Membership Secretary
The Board of Directors shall appoint an Artist Membership Secretary who will be responsible for keeping records in order to determine Artist Membership. The records of membership shall be kept in accordance with those guidelines established in Article I, Section 1.

ARTICLE II - BOARD OF DIRECTORS

Section 1 – Function
The Board of Directors shall be vested with control and supervision of all affairs of the Corporation, including, but not limited to, financing, selection and production of all plays and performances to be given by the Corporation, and all necessary contracts, leases, contracts of employment, salaries, etc.

Section 2 – Composition and Tenure
a) The Board of Directors shall consist of nine elected Board members serving terms of three fiscal years. Directors shall be elected to serve terms of three years except as provided in subsections (i) and (ii) below for re-organization under these bylaws. Thereafter, as many Directors shall be elected each year as are required to fill vacancies.

i) In 1996, three Directors shall be elected for a three-year term.
ii) In 1997, three Directors shall be elected for a three-year term, and three Directors shall be elected for a one-year term.
b) No elected members shall serve two consecutive three-year terms. The exception to this section will be the three Directors elected in 1997 for a one-year term who did not serve the immediately previous two-year term.

c) The Board may also consist of one lifetime Board member whose term shall be indefinite. In the event of a vacancy, the Board may, at its discretion, recommend to the membership that the vacancy be filled. Lifetime Board members, if any, shall be elected by the membership.
d) If the outgoing President is also an outgoing Board member, he shall serve one extra year as an ex-officio Board member to assist the incoming President, but said ex-officio Board member shall have no voting privileges on matters that come before the Board of Directors.
e) The Board of Directors has the power to appoint to the Board an additional Board member position of an individual respected in the community, supportive of the arts, who is not a Pull-Tight voting Artist Member, and who is completely outside the Artist Membership, to serve a one-year renewable term with full voting privileges.
f) Board members shall attend one-half (1/2) of all Board meetings and actively participate during the fiscal/current season year. Should a Director not attend the required number of meetings, he will be automatically replaced on the Board according to Article II, Section 3 of these Bylaws.

Section 3 – Vacancies
Vacancies on the Board shall be filled by a simple majority vote by the Board of Directors until the next annual membership meeting, when a replacement shall be elected to fulfill the term.

Section 4 – Election of Directors
a) Members of the Board of Directors shall be elected at the annual meeting.
b) The President shall appoint a nominating committee of three, chosen from the voting members, not less than sixty days before the annual meeting, for the purpose of nominating individuals to replace the retiring elected Directors.
c) Prior to the annual meeting, the nominating committee shall obtain the consent of nominees to have their names placed on the ballot. Additional nominations may be made from the floor at the Membership meeting.
d) Notice to the Artist Membership of the names of nominees proposed by the Nominating Committee shall be given at least thirty (30) days prior to the annual meeting.
e) All voting shall be by secret ballot. The President shall appoint an Election Committee to conduct the election. In case of a tie vote, the issue shall be determined by the election committee by lot.

Section 5 – Absentee Voting
a) Absentee voting eligibility for the annual meeting shall be determined one month before the scheduled meeting.
b) All members eligible to vote absentee shall be mailed a card with the nominees for Board members and a space for write-in votes.
c) An Artist Member otherwise eligible to vote absentee may vote absentee by mailing or personally delivering the sealed card to a Board member prior to the meeting. All absentee ballots must be signed by the eligible voting member wishing to vote absentee. The ballots shall then be turned in to the Election Committee for tallying.
d) No voting by proxy shall be allowed.

Section 6 – Business
The outgoing Board shall continue to discharge its duties following the annual meeting until the end of the fiscal year.
The members of the new Board, as elected, shall meet as soon as practicable after the adjournment of the annual meeting for the election of officers. The newly elected Board members and officers may meet with the incumbent Board for planning and transition purposes, but shall not be entitled to vote until their term of office commences.

Section 7 – Meetings
Meetings of the Board of Directors may be held at such times and places as may be determined by the Board of Directors. A special meeting of the Board shall be held at any time and place upon call of the President, or upon call of three Board members.

Section 8 – Quorum
A simple majority of the Board of Directors shall constitute a quorum, and may lawfully transact any business except as otherwise provided in these Bylaws or by the Statutes of Tennessee.

Section 9 – Removal of Officers and Directors
In the event an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:
a) A petition requiring the removal of an Officer or Director and signed by not less than one-third (1/3) of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking officer, and shall specifically set forth the reasons the individual is deemed disqualified from further service.
b) Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the voting membership of the Corporation shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director and to render a decision on such petition.
c) The special meeting shall be noticed to all voting members at least ten days prior to the meeting, and shall be conducted by the President of the Corporation unless the President’s continued service in office is being considered at the meeting. In such case, the next-ranking officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, a three-fourths (3/4) vote of the Members present and voting shall be required for removal from office.

ARTICLE III - OFFICERS

Section 1 – Election
Officers of the corporation shall be elected by the new Board as soon as practicable after the annual membership meeting. The officers shall be elected from the Members of the Board. They shall be President, Vice-President, Secretary, Treasurer, and Parliamentarian. In the event a vacancy is created amongst the officers, the Board, at its discretion, shall fill the vacancy as prescribed in these Bylaws. The officers shall serve for a term of one year or until their successors are elected. Each incumbent may be re-elected.

Section 2 – President
The President shall preside at all meetings of the Board of Directors and at all meetings of the Membership. The President, together with another officer, when required, shall execute or authorize contracts and agreements, and do and perform such other duties as shall be decided upon by the Board of Directors.

Section 3 – Vice-President
The Vice-President shall perform the functions of the Presidency in the event of the President’s temporary inability to serve. Upon the resignation of the President or his inability to serve, the Vice-President shall succeed to the Presidency.

Section 4 – Secretary
The Secretary shall serve as Secretary to the Board of Directors and as ex-officio Secretary to all committees at the option of the Board of Directors. The Secretary shall keep the minutes of the Board and of all Membership Meetings, and shall give or cause to be given the required notices of meetings of the Board of Directors and of the Membership. The Secretary shall have custody of the books and records of the corporation.

Section 5 – Treasurer
The Treasurer shall keep all funds of the Corporation, shall pay them out upon requisition or approval of persons responsible for the purchase of supplies, equipment or services in conducting the activities of the Corporation, and in any other manner directed by the Board of Directors. The Treasurer shall have custody of all financial records of the Corporation, including, but not limited to, contracts and insurance policies. The books and records of the Treasurer shall be audited annually by an auditing committee appointed by the President.

Section 6 – Parliamentarian
The Parliamentarian shall maintain order in the meetings following Roberts’ Rules of Order.

ARTICLE IV - COMMITTEES

Section 1 – Committees
Committees of Pull-Tight Players, Inc. shall be appointed by the President. Their appointments shall coincide with his term in office unless otherwise provided for by the Board of Directors.

ARTICLE V - VOTING MEMBERSHIP MEETINGS

Section 1 – Regular Meetings
The theatre company’s fiscal year shall be from July 1 to June 30. There shall be an annual meeting of the membership held during the fourth quarter of the fiscal year. Other membership meetings may be scheduled during the year at the discretion of the Board of Directors.

ARTICLE VI - QUORUM

Section 1 – Quorum
Ten percent (10%) of the voting members of the corporation shall constitute a quorum for the transaction of business at any regular or special meeting, except in the case of dissolution of the Corporation.

ARTICLE VII - CONDUCT

The Board shall establish and publish House Rules governing the conduct of members and guests on the premises of the theatre.

ARTICLE VIII - AMENDMENTS

Section 1 – Vote Required
These Bylaws may be amended by a majority vote of the Members qualified and eligible to vote at any meeting provided the substance of such proposed amendment or amendments shall be plainly stated in the call for or notice of the meeting.

Section 2 – Notice of All Meetings
Notice of all meetings at which amendments are to be considered shall be mailed to every Member qualified and eligible to vote at least one (1) week prior to the meeting.

ARTICLE IX - DISSOLUTION

Any dissolution of the corporation shall be done in accordance with the Tennessee Nonprofit Corporation Act as amended and these Bylaws.