Article I: Name

The name of this corporation shall be the Loveland Stage Company.

Article II: Purpose

The purpose of the corporation is the production of live theatre for the entertainment and edification of our city, state, and region.

Article III: Incorporation

The Loveland Stage Company shall be incorporated as a nonprofit, educational institution under the laws of the State of Ohio. The fiscal year for the corporation shall be June 1 through May 31.

Article IV: The Board

The policies and financial obligations of the corporation shall be supervised by a Board of Directors. They shall be eight (8) in number, one half being elected by the membership each year for a two-year term. At the first election the length of terms shall be determined by lot. No member of the Board may be elected to serve more than two (2) consecutive terms. Only (1) person per family (either by marriage or blood relation) shall be elected to serve on the Board at the same time. When applicable, the immediate past president shall serve as an additional board member for a one-(1) year term, but not in the capacity of an elected officer. Five (5) Board members shall constitute a quorum. Any board member missing three (3) consecutive board meetings may be removed from the Board. Such removal may be accomplished by majority vote of the Board.

The Board of Directors shall have the authority to appoint up to five (5) persons to serve as an Advisory Council to the board for a term of three (3) years. The function of this Council will be to provide legal, financial, organizational and development expertise to the Stage Company.

The Board of Directors may from time to time elect a President Emeritus of the corporation. Election as President Emeritus is in recognition of a person who has provided exceptional and longtime service to the Corporation, and the Board shall consider for President Emeritus only a person who has provided such service. Election of a President Emeritus shall require a two-thirds majority vote of the Board at any meeting of the Board. The designation of President Emeritus shall be for life. The President Emeritus shall hold a seat on the Board but shall not otherwise be an officer of the Corporation, and shall hold no official duties beyond those of a Board member who is not an officer. The election of President Emeritus shall expand the total size of the Board beyond the number of eight members, notwithstanding the above provisions as to size of the board.

The Board may call additional special meetings at their discretion to discuss specific topic(s) outside of the regular business agenda. Attendance may be limited at special meetings to the Board members and those specifically requested to attend.

Article V: Membership

Members must be 18 years of age and will have full voting privileges. Persons 17 years or younger are able to actively participate in productions but shall not be deemed members, associate or full until reaching the legal age of 18. The Board may establish further classes of non-voting membership at appropriate fees, such as a patron member at its discretion. The membership year shall be May 15 through May 14. Annual dues shall not be prorated and shall be paid by the annual meeting.

Article VI: Annual Meeting

An annual business meeting of the membership shall be held in May of each year. The Board shall provide written notice of date, time and place of the meeting to the membership at least two (2) weeks before the meeting. The notice shall include the name of candidates on the Nominating Committee’s slate. Only paid members shall be entitled to vote for board members and on other business. There shall be a nominating committee that shall consist of two (2) Board members appointed by the President and three (3) representatives who shall be approved by the general membership at the general membership meeting prior to the annual meeting. The Nominating Committee shall present a slate of qualified candidates equal to or greater than the number of positions to be filled at the election.

At the Annual Meeting nominations shall be accepted from the floor. If there are no contested seats, then election may be by acclamation. If there are contested seats, the election shall be by secret ballot. When election is by secret ballot, each member may vote for the number of candidates equal to the number of seats to be filled. The candidates who win the greatest number of votes shall be declared elected. In the event of a tie vote that needs to be broken, the winner(s) shall be determined by drawing of lots.

Article VII: The Officers

The officers of the board shall be elected by the Board at the first meeting after the annual meeting. The officers who shall serve for a term of one year shall perform the duties of their respective offices in the best interest of the corporation. They shall be president, vice president, secretary, and treasurer. The duties of the officers are described in Article I of the By-Laws.

Article VIII: Committees

Committees of the corporation, not connected with production of plays, shall be appointed by the president. Their appointment shall coincide with the president’s year in office. The committees and their duties are described in Article IV of the By-Laws.

Article IX: Non-Voting Board Positions

The Board of Directors shall have the authority to create non-voting, advisory positions to the Board. A simple majority vote of the Board shall be required to create these positions and to appointment a Member to it. The term of any person thus appointed shall be one year; renewed, replaced, or eliminated by the Board after each Annual Meeting. Non-voting Board members may simultaneously be elected to full Board status by election as detailed in Article VI.

The position of Treasurer shall be a permanent, non-voting Board position. The Treasurer shall maintain all accounting functions of the corporation, advising the Board at all meetings.

Article X: By-Laws

The Loveland Stage Company, its Board of Directors, and its members are also governed by The By-Laws of the Loveland Stage Company.

Article XI: Amendments

This Constitution may be amended by a two thirds vote of paid members who are present at annual membership meeting. All proposed amendments must be submitted to the membership in writing at least two (2) weeks before such meeting.

• Constitution amended by General Membership at the Annual Meeting in May 1982. Amended were Article IV The Board and Article VIII, Annual Meeting.
• Constitution amended by General Membership at the Annual Meeting in May 1987. Insert in Article IV The Board.
• Constitution amended by General Membership at the Annual Meeting in May 2001. Amended Article VI Membership and Article V The Director.
• Constitution amended by General Membership at the Annual Meeting in May 2003. Amended Article IV The Board.
• Constitution amended by General Membership at the Annual Meeting in May 2006. Amended was Article VI Membership.
• Constitution amended by General Membership at the Annual Meeting in May 2013.
• Old Article V (The Director), old Article VII (Other Employees), and old Article XI (Property) were deleted. Amended was Article IV – the Board, Article V – Membership, and Article VI – Annual Meeting.
• Constitution amended by General Membership at the Annual Meeting in May 2017.
• Amended Article III to designate Fiscal Year. Amended Article IV to designate membership year. Added Article IX defining Non-Voting Board Positions.
• Constitution amended by General Membership at the Annual Meeting in May 2021. Amended Article IV to delete the advisory Council’s requirement of attending two (2) board meetings a year. Added to Article IV the addition of special executive board meetings.
• Constitution amended by General Membership at the Annual Meeting in May 2022. ARTICLE VII – THE OFFICERS add: The duties of the officers are described in Article I of the By-Laws. ARTICLE VIII – THE COMMITTEES add: The committees and their duties are described in Article IV of the By-Laws. ARTICLE X becomes ARTICLE XI. New ARTICLE X reads: ARTICLE X BY-LAWS The Loveland Stage Company, its Board of Directors and its members are also governed by The By-Laws of the Loveland Stage Company.