BYLAWS OF ROGUE ELEPHANT PRODUCTIONS
These bylaws govern the not-for-profit Organization to be called Rogue Elephant Productions, and shall be maintained by its officers and made available for public review on the Organization’s website, www.reptheaterohio.com.1) General
a) The name of the Organization shall be “Rogue Elephant Productions.” The name of the Organization may not be changed except by unanimous approval of the Board of Directors.
b) Rogue Elephant Productions is a not-for-profit corporation operating under the IRS rules for 501(c)(3) tax-exempt corporations. The general mission of Rogue Elephant Productions is to expand access to the performing arts in Coshocton County and nearby counties in Ohio, to provide educational programs in the performing arts, and to provide theatrical performances and management services to venues seeking to host performing arts events.
c) The co-founders of the Organization are Mark Kittel and Michelle Kittel.
d) Legal support shall initially be provided by Mark Kittel, ESQ.
e) Bookkeeping will be managed by Jason Bradford CPA.
f) The Organization is incorporated with the State of Ohio as a C-Corp. Application for 501(c)(3) tax-exempt status was filed with the IRS on April 12, 2021.
2) Officers and Board of Directors
a) The Board of Directors is responsible for transacting all business of the Organization and for managing all property owned by the Organization.
b) All Officers shall sign a Code of Conduct agreement upon appointment or election to the Board. An Officer who cannot or will not sign said agreement shall not be seated as an Officer and shall be immediately replaced by the Board as if the office had been vacated.
c) All Officers shall annually sign a Conflict of Interest statement and upon appointment or election to the Board. An Officer who cannot or will not sign said statement upon appointment or election shall not be seated as an Officer and shall be immediately replaced by the Board as if the officer had been vacated. A seated Officer who cannot or will not sign said statement shall be subject to removal proceedings.
d) Initial Officers
i) The initial officers of the Organization shall be appointed by invitation of the co-founders and shall constitute the Board of Directors of the Organization. The initial officers of the Organization are:
(1) President – Mark Kittel
(2) Vice-President – Kathryn Huffman
(3) Secretary – Amy Jo Vargo
(4) Treasurer – Mary McMullen
(5) Managing Artistic Director – Michelle Kittel
ii) The terms of the initial officers shall be for two years from June 1, 2021 through May 31, 2023.
e) Officers of the Organization
i) Beginning June 1, 2022, the Board of Directors of the Organization shall consist of seven officers:
(1) President
(2) Vice-President
(3) Secretary
(4) Treasurer
(5) Managing Artistic Director
(6) Officer-at-large
(7) Officer-at-large
ii) The initial two Officer-at-large positions shall be elected at the 2022 annual membership meeting, and each shall serve initially for a one-year term.
iii) Beginning June 1, 2023, all Officer positions shall be open to election by the membership of the Organization, and shall be elected at the 2023 annual membership meeting.
iv) A co-founder of the Organization shall be made an additional Officer-at-large upon that co-founder’s retirement or termination from any other position on the Board of Directors, whether by the choice of the co-founder, by choice of the membership through elections, or by being term-limit barred from holding any other office on the Board. The Board shall expand up to nine officers to accommodate the co-founders, and so long as the co-founders elect to remain in the Officer-at-large positions they shall not be removed by the Board nor by the Membership. Upon permanent retirement of the co-founders from the Organization, the Board shall again comprise the seven members in sub-section (i) above.
f) Election of Officers
i) The initial five Officers are appointed by the co-founders.
ii) The initial Officers-at-large shall be elected at the 2022 annual membership meeting by the general membership.
iii) All Officer positions shall be elected at the 2023 annual membership meeting.
iv) All Officer positions shall be elected at each annual membership meeting after 2023 except for the Managing Artistic Director who shall be elected every three years.
v) All initial Officers shall be eligible for election to any office. All members in good standing who have been a member for at least one year are eligible to hold an Office on the Board.
vi) Any member or officer may nominate another member or other officer as a candidate for office. No member or officer may nominate him/herself for office.
vii) Officers shall be elected by majority vote at the annual membership meeting. Ties shall be broken by the President.
g) Terms of office
i) All offices except the Managing Artistic Director shall be elected to one year terms.
ii) All offices except the Managing Artistic Director are limited to five total terms, whether served consecutively or separately.
iii) The Managing Artistic Director shall be elected to a three year term, and is limited to two total terms as Managing Artistic Director, whether served consecutively or separately.
iv) The initial terms of office for any of the Initial Officers shall not be counted for purposes of term limits.
v) An individual may be elected to another office on the Board if he/she is term-limit barred from serving in another position. Except as described in 2(b)(iv) above, no individual shall serve more than 10 years in any capacity on the Board, not inclusive of the initial terms of any of the initial Officers.
h) Removal of Officers
i) Except as otherwise provided in this section, no Officer of the Board of Directors may be removed by the membership nor by the other Officers of the Board.
ii) An Officer of the Board may be removed from the Board for one or more of the following causes:
(1) Indictment or conviction of any felony.
(2) Indictment or conviction of any financial crime.
(3) Misconduct potentially damaging to the reputation of the Organization.
(4) Misuse or misappropriation of any property or funds of the Organization.
(5) Breach of fiduciary duty to the Organization.
(6) Continued existence of a conflict of interest that may potentially lead to a breach of the Officer’s fiduciary duty to the Organization.
(7) Repeated violations of the Organization’s Code of Conduct.
(8) Refusal to sign the Organization’s Conflict of Interest statement.
iii) The removal procedures in (v) below shall not be invoked before the Officer in question has been approached by one or more other Officers and afforded an opportunity to correct identified issues and/or afforded an opportunity to resign from the Board.
iv) Removal of an Officer shall be done only at a Special Meeting called by the President or, in the event the President is to be removed, at a Special Meeting called by the Vice-President.
v) Removal Procedure
(1) The Officer that has set the Special Meeting for removal of another Officer shall preside over the Special Meeting and shall conduct roll call for the meeting, and shall verify that quorum is met for the Special Meeting. The Officer to be removed shall not count for quorum purposes for the Special Meeting.
(2) The Secretary shall record the meeting in writing, unless the Secretary is absent or is the Officer subject to removal proceedings, in which case the presiding Officer shall appoint another Officer to act as Secretary for the Special Meeting.
(3) The presiding Officer shall brief the other Officers of the cause(s) for removal of the named Officer.
(4) The presiding Officer may present any evidence he/she has to support removal of the Officer.
(5) Any other Officer present may question the Officer to be removed and may also present evidence to support removal of the Officer.
(6) The Officer to be removed shall be given an opportunity to rebut the arguments and evidence presented by the presiding Officer and other Officers.
(7) Any other Officer present may present arguments or evidence to rebut removal of the Officer.
(8) The presiding Officer shall temporarily dismiss the Officer to be removed from the meeting, and the remaining Officers shall vote on whether to remove the Officer.
(a) Removal shall be approved by at least 2/3 of the Officers present.
(b) If the Officer is removed by vote, the Officer shall be immediately terminated from the Board, his/her membership in the Organization shall be terminated without compensation, and he/she shall not be eligible to be a member of the Organization thereafter.
(c) If the Officer is not removed by vote, the Officer shall retain his/her Office. However, the term of the Officer subjected to removal shall expire on the day before the next annual membership meeting of the Organization, and he/she shall not be eligible for re-election to the Board nor for re-appointment to the Board to fill any absence or vacancy.
i) Absences and Vacancies
i) In the event any Officer vacates his/her office, whether temporarily or permanently, and whether voluntarily or involuntarily, the remaining Board of Officers shall appoint a replacement for that Officer at the next regular Board Meeting. The replacement Officer shall be selected and nominated from among the membership of the Organization.
ii) Any member in good standing may be appointed by the Board to fill the vacancy.
iii) Any member who has previously served in the vacated office and is otherwise term-limit barred from being elected to that office may be appointed to serve the remaining term of that office, but may not be nominated to be elected to that office when the term has ended.
iv) In the event the vacated office is the Managing Artistic Director, the term of the replacement officer shall end at the next occurring annual membership meeting, at which time the office of the Managing Artistic Director shall be open for election.
v) If the replacement officer serves half or more of the normal term of that office, that term shall count as one full term for term-limit purposes.
j) Indemnification
i) It is the intent of the Organization to pay for the expenses any Officer, both current and prior, incurs in defending an action, and to pay any judgment or settlement, related to that Officer’s service on the Board.
(1) The Organization shall not indemnify any Officer for any action not related strictly to the Officer’s service on the Board.
(2) The Organization shall not indemnify any Officer in any action regarding that Officer’s removal from the Board. Officers that have been removed by vote of the Board shall be responsible for their own costs, if any, in defending against said removal.
(3) The Organization shall not pay to defend an action, nor pay any judgment or settlement, if the Board, by majority vote, decides it is inappropriate, unethical, or illegal to use the Organization’s resources to indemnify the Officer.
ii) This indemnification clause is limited by all applicable laws of the state of Ohio and of the United States.
iii) This indemnification clause applies only to Officers and does not apply to the general membership.
3) Duties and Powers of the Officers.
a) President- The President presides at all meetings of the Officers and of the membership; signs all records there-of; executes any agreements or documents on behalf of the Organization; and generally performs any other duties usually incident to such office.
b) Vice-President – The Vice-President performs the duties of the President when the President is not available or is incapacitated or absent. The Vice-President, in coordination with the Managing Artistic Director, is also responsible for creating educational programs for members of the Organization.
c) Secretary – The Secretary is responsible for recording and maintaining the records of all membership and Board meetings. All such records shall be transferred to his/her successor upon election of a new Secretary.
d) Treasurer – The Treasurer is responsible for creating and maintaining records of the Organization’s funds and for presenting records of funds, income, and expenditures at the annual membership meeting. All such records shall be transferred to his/her successor upon election of a new Treasurer.
e) Managing Artistic Director – The Managing Artistic Director oversees the theatrical and artistic productions and events of the Organization. The Managing Artistic Director, in coordination with the Vice-President, is also responsible for creating educational programs for members of the Organization.
f) Officer-at-large – Each Officer-at-large is a voting member of the Board equal to the other officers. An Officer-at-large may be delegated duties of the other officers from time to time as needed and as approved by the President.
4) Members
a) Any person may, upon payment of the appropriate dues and upon approval by the Board, become a member of Organization. All Officers shall be members of the Organization.
b) All applicants wishing to become a member shall submit a membership application and the associated dues to the Board. The Board shall review the applicant’s application and grant or deny membership within 28 days of the date of application. If membership is denied, the applicant’s dues shall be returned to the applicant.
c) Membership in the Organization is annually renewed through payment of annual dues. Members may renew membership at any level and are not required to maintain the same level of membership from year to year. Renewing membership requires submission of renewal dues and a renewal application, which shall be subject to review as outlined in (b) above.
d) All members, regardless of level, may attend the annual membership meeting. Any member may, with approval of the President and for specifically stated purpose, attend and participate in a meeting of the Board of Directors for that stated purpose.
e) Membership Levels and Benefits
i) Patron - $25 – Patrons receive the Organization’s monthly newsletter, advance reservations for tickets to productions, and advance notice of auditions for productions. Patrons will also be invited to members-only events and productions of the Organization.
ii) Sponsor - $50 – Sponsors receive the benefits of the Patron level, plus two premium seating tickets to one performance OR one ticket to a members-only event/production.
iii) Supporter - $100 – Supporters receive the benefits of the Patron level, plus four premium seating tickets to performances OR two tickets to a members-only event/production OR two premium tickets and one ticket to a members-only event/production.
iv) Contributor - $250 – Contributors receive the benefits of the Patron level, plus eight premium seating tickets to performances and two tickets to members-only events/productions.
v) Benefactor - $500 – Benefactors receive the benefits of the Contributor level, plus an additional two tickets to members-only events/productions and special recognition at each of the Organization’s productions and events for the year.
vi) Angel - $1000 or more – Angel donors receive the benefits of the Benefactor level plus exclusive invitations to previews of shows and other events reserved only for Angel donors.
f) The price difference between the dues paid and the regular cost of individual tickets is considered a tax-exempt contribution to the Organization.
g) Members unable to attend the annual membership meeting may appoint a proxy for the purposes of voting for Officers at the annual membership meeting. The proxy must also be a member of the Organization, and such proxy must be given in writing to the Secretary at least two days before the annual membership meeting.
h) Members are encouraged to volunteer to participate in at least one event or production of the Organization each year. At the Board’s discretion, members who do not participate in any events/productions for two or more consecutive years may not have their membership renewed.
5) Meetings
a) Annual membership meetings
i) The annual membership meeting will be held on or around June 1 of each year beginning in 2022. A quorum of five percent of the membership shall permit the membership meeting to proceed.
ii) Notice of the time and place of the annual meeting shall be given to the membership by the President at least 28 days before the meeting.
iii) At the annual meeting the order of business shall be as follows:
(1) Roll Call
(2) Reading of minutes of prior meeting.
(3) Reports of officers and committees.
(4) Financial report.
(5) Unfinished business.
(6) Election of officers.
(7) New business.
b) Special membership meetings
i) Special meetings of the membership may be held at such times and places as ordered by the President, or by a petition/call given to the President, signed by at least ten members, and stating the purpose of the special meeting.
ii) Notice of the meeting place and time shall be given by the President to the membership at least 10 days before the meeting.
iii) A quorum of at least five percent of the membership is required for special meetings. If a special meeting has been called by members other than the president, at least half of those members calling for the special meeting must be present for quorum purposes.
iv) No business shall be transacted at a special meeting except that stated for the special purpose of the meeting.
c) Board Meetings
i) The Board of Directors shall meet monthly at a time and place set by the President, or by the Vice President if the President is absent or unable to set and conduct meetings.
ii) Meetings of the Board of Directors shall be used generally for discussing the Organization’s activities and for transacting business of the Organization.
iii) Quorum for a meeting of the Board of Directors is at least fifty percent of the Officers present for such meeting.
d) Special Board Meetings
i) The Board of Directors may meet at a time and place for special purpose as set by the President or, in the event the purpose of the meeting is to remove the President from the Board, at a time and place set by the Vice President.
ii) Quorum for a special meeting of the Board is at least fifty percent of the Officers present.
iii) Special meetings shall be solely for the stated special purpose. No other business shall be transacted at such meetings.
6) Amendments to Bylaws
These bylaws may be amended, repealed, or changed by a majority vote of the membership present at a meeting with a quorum being present, held for such purpose, and notice of which has been given as provided in Article 5, or at the annual membership meeting.
7) Disposition of Assets on Dissolution
Upon dissolution of the Organization, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Organization, dispose of the monetary assets of the Organization exclusively for the purposes of the Organization, or to such organization(s) that are organized and operated exclusively for charitable or educational purposes that qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code, as determined by the Board of Directors prior to final dissolution. Any non-monetary property owned by the Organization, whether personal property or real property, remaining and not sold for the purposes of payment of the liabilities of the Organization, shall be disposed of as follows:
a) Property purchased by the Organization shall be sold and the net proceeds disposed of as described above.
b) Property purchased by a member and donated to the Organization shall be offered for sale first to the donating member, and if the donating member refuses to purchase or will not purchase said property for at least its fair-market-value, then the Organization shall offer the property for sale generally and the net proceeds disposed of as described above.
c) Property loaned or leased to the Organization shall be returned to the lender/leasor.