CONSTITUTION

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.

BY-LAWS

Article I – Duties of the Board of Directors

Executive Board

1. The Executive Board shall consist of the President, Vice President and Secretary.
2. The Executive Board sets the agenda for all regular and special meetings of the Board of Directors (Board) as well as the Annual Business Meeting (Annual Meeting).
3. The Executive Board shall transact any urgent, time-dependent business that cannot be handled during regular or special Board meetings of the entire board.

President

1. The President shall preside at all meetings of LSC, including Executive Board Meetings, Board Meetings, Special Board Meetings, and Annual Business Meetings (Annual Meeting).
2. The President shall represent LSC externally to government, press, and other organizational entities and individuals unless specific representation roles are delegated by the President to another Officer, Board member, or other LSC members; or, such a role is specifically assigned in the LSC Constitution or Bylaws.
3. The President shall sign any deeds, mortgages, loans, contracts, or other instruments authorized by the Board.
4. The President shall set the short- and long-term goals for LSC, with consultation of the Executive Board and Treasurer.
5. The President, together with the Vice President and Treasurer, will prepare the Annual Report and Budget to present at the Annual Meeting.
6. The President shall refer rental requests to the Board for approval and serves as the liaison to the rental group or designates another Board member to serve as the liaison.
7. The President shall perform general supervisory function over the work and activities of LSC, including its boards.
8. The President shall appoint all Committee chairs annually, or as needed for ad-hoc committees or chair vacancy.

Vice President

1. The Vice President shall assume the role and duties of the President temporarily, should the President be unavailable, including but not limited to chairing Board and Executive Board meetings.
2. The Vice President, together with the President and Treasurer, will prepare the Annual Report and Budget for presentation at the Annual Meeting.
3. The Vice President shall attend, represent on behalf of LSC, and participate as appropriate, at the Loveland City Council meetings, as well as relevant meetings of organizations of interest in the broader Loveland community. The Vice President may delegate attendance at any of these organizations if needed.
4. The Vice President shall appoint one Board Liaison per production from the At-Large Board Members. Said appointee shall not be directly involved in that Production as a Director, Producer, or actor.

Secretary

1. The Secretary shall be the custodian of all formal documents, including Constitution, Bylaws, LSC Policies, LSC Procedures, Board member terms, deeds, insurance policies and signed agreements internal and external.
2. The Secretary shall be the custodian of and shall assemble, keep, and publish in a timely fashion, appropriate records and minutes of Board, Executive Board, and Annual Meetings as well as Special meetings.
3. The Secretary shall notify the Board, Executive Board and general membership of their respective meetings in a timely fashion.
4. The Secretary shall be responsible for all necessary LSC correspondence, except the routine publications referred to below in point 5, and any the President elects to undertake.
5. The Secretary shall review and contribute to, as needed and as agreed with the respective Committee chairs, the content of the routine internal membership and external-facing social media publications, including the ‘Prompter’, the LSC web page and LSC Facebook page.

Treasurer

1. The Treasurer is responsible for LSC’s financial matters, including having the charge and custody of all funds and securities of LSC.
2. The Treasurer is the Statutory Agent on file with the Ohio Secretary of State and Attorney General.
3. The Treasurer shall assure that all tax filings and obligations are met in a timely fashion.
4. The Treasurer, together with the President and Vice President, will prepare the Annual Report and Budget for presentation at the Annual Meeting.
5. The Treasurer shall maintain accurate records of all financial transactions and have those stored in multiple electronic databases, including the cloud.
6. The Treasurer shall present the overall LSC, as well as current show related, financial statements at each Board Meeting.
7. The Treasurer shall collect directly, or through other LSC members, monies due LSC and shall deposit said monies at the Board-approved Financial Institution in a timely manner.
8. The Treasurer shall dispense funds via checks or other means that are truthfully due to third parties, including mortgage payments, utility bills, building maintenance expenses, show related expenses, etc.

At Large Board Members

1. The Board Members At Large shall work on projects and assignments from time to time as requested by the President.
2. The At Large Board Member appointed by the Vice President to serve as Board Liaison will have the primary role to represent the interest of LSC to the Production Team; to assure that LSC Bylaws, guidelines and procedures are followed; and to elevate any important issue not readily resolvable to the President or the Executive Board in a timely fashion. The Liaison is expected to attend auditions and rehearsals as necessary. The Liaison is also expected to help the Production Team with logistical issues relating to the typical LSC productions, if necessary.
3. Each At Large Board Member shall participate in at least one committee.

Article II – Disciplinary Action and/or Removals

Removal of an Officer
An officer of the organization may be removed for malfeasance upon the vote of a simple majority of the Board. Said officer shall be notified in writing of the Board’s action.

Disciplinary Action
Per the LSC Code of Conduct any person may bring complaints to the Board. Cast and crew members should bring any complaints to the designated Board Liaison while a show is actively under production. However, complaints may be brought to any current Board Member at any time.

The Board will convene an executive session to discuss an issue no later than one (1) week from the date complaint is received. The Board will designate a lead to investigate the merits of each complaint. Within one (1) week of their appointment, the lead will bring all pertinent information from their investigation to a second executive meeting for review.

Subsequent to this review, the Board will decide appropriate actions by majority vote. If the offense merits disciplinary action, the recommended course of action is as follows:

• First offense: a written warning will be issued, and if deemed appropriate, the offender required to give a written apology
• Second offense: a written warning will be issued, and if deemed appropriate the offender will be removed from the cast and/or crew.
• Third offense: the offender will be removed from any current participation in LSC productions or leadership roles and/or banned from holding future positions or roles with the Loveland Stage Company for a duration of time as determined by the Board.  An official letter from the Board will accompany this action (upon review by LSC’s legal counsel). 

Should the offender fail to comply with any of the above disciplinary actions, provisions of the Third Offense level will automatically apply.

In all instances where there is a violation of the LSC Code of Contact, the Board shall issue an appropriate letter to the aggrieved party advising of the disposition of the complaint.

Article III – Filling a Board Vacancy

Should a Board member not be able to fulfill his/her elected term, the President shall nominate a member to fill the term of the seat that has been vacated.

The President shall present the name to the Board at the next meeting. A 2/3 majority vote of the Board is necessary to appoint the member to fill the seat.

The appointed Board member shall only serve the remainder of the term left vacant.

If the vacancy leaves an elected officer position open, the Board will vote to fill that officer position once the appointed member is in place.

Article IV – Standing and Ad Hoc Committees

The purpose of the Standing Commitees is to support the business and productions of the Loveland Stage Company. Ad hoc committees are formed as needed for particular projects and also serve to support the business of the theater.

Committee chairs are appointed annually by the President, in consultation with the Board members. They are limited to a 4-year consecutive leadership term, but may serve as a member of the committee with no limitation.

Because of special knowledge and/or skills, the following committee chairs are exempt from the 4-year limitation : ACT/OCTA, Building Manager, Lights, Sound, Webmaster.

• ACT/OCTA – The ACT/OCTA representative of the Loveland Stage Company attends ACT/OCTA meetings on behalf of the organization.  This person reports all ACT/OCTA news to the group and reports LSC news to the ACT/OCTA association.
• BUILDING MANAGER – The Building Manager is responsible for the maintenance of the theater building and grounds. All maintenance issues should be reported to the Board with possibilities for resolution given. The Building Manager is a member of the Capital Improvement Committee.
• BYLAWS AND CONSTITUTION – The Bylaws/Constitution committee is responsible for the review and updating of the Bylaws and Constitution. The chair should review the monthly minutes annually for any decisions made that should be incorporated into the Bylaws/Constitution and submit any amendments for Board and/or membership approval as necessary. This committee shall thoroughly review the Constitution and Bylaws every 5 years.
• CAPITAL IMPROVEMENTS – The Capital Improvements Committee reviews the need for any large-scale projects desired and/or necessary for the theater building and grounds of a value over the President’s discretionary fund. The committee researches, prioritizes, and prepares a basic cost estimate of the projects for presentation to the Board. The Building Manager serves as a member of this committee
• COSTUMES – The Costume Committee maintains the costume room inventory. A member of the Costume Committee works with individual production costumers to assess what LSC can provide and what may be needed and how to best acquire that.
• DEVELOPMENT – The Development Committee is responsible for fundraising activities, including but not limited to, individual annual donations, business annual donations, business sponsorships, program advertisements, external grants, and fundraising for specific projects. The Development Committee consults with the Board to establish fundraising goals and prioritize fundraising projects. The committee works with the Publicity Committee to promote projects and activities involving community engagement. The Membership Chair serves as a member of this committee.
• HISTORIAN/LIBRARIAN – The Historian/Librarian maintains the library of LSC’s scripts and keeps an accurate record and memorabilia of shows and events in which LSC participates.
• LIGHTING – The Lighting Committee is responsible for the inventory and working condition of the theater’s lighting system. A member of the lighting committee is responsible for coordinating with the lighting crew of the theater productions.
• MEMBERSHIP – The Membership Committee is responsible for the maintenance of the membership roster and collection of annual membership dues. The Committee Chair is responsible for working with the directors/producers of productions to ensure that all participants are members of Loveland Stage Company. The Chair shall provide timely reporting to the Board and timely deposits of the theater’s dues.
• PLAY SELECTION COMMITTEE – The Play Selection Committee is responsible for gathering submissions from directors/producers who propose to do a production as part of the Loveland Stage Company season. The members of the committee shall research the submissions and assess the suitability of the suggested material. No member of the committee shall be a director or producer who has submitted a show for that season’s consideration. The Play Selection Committee shall submit a proposal of the shows for the upcoming season to the Board for a vote.
• PUBLICITY – The Publicity Committee is responsible for all media – print and nonprint – promoting theater activities. The Webmaster, the Editor of The Prompter, and all other social media platform administrators serve as members of this committee. A member of the committee shall work with each production for promotional materials that adhere to LSC standards.
• SCHOLARSHIP – The Scholarship Committee consists of 3-5 members who oversee the selection of the Loveland Stage Company Creative Arts Scholarship. At least 1 committee member should be a Board member. No members should have relatives who are applying for the scholarship that year. The Scholarship Committee oversees the selection of candidates and requirements for any additional scholarships given out under the auspices of the Loveland Stage Company.
• SOUND – The Sound Committee is responsible for the inventory and working condition of the theater’s sound system. A member of the sound committee is responsible for coordinating with the sound crew of the theater productions.
• SUNSHINE – The Sunshine Committee is responsible for sending LSC greetings, congratulations, and condolences on behalf of the group.
• TICKETS – The Ticket Committee is responsible for the operation of the box office and online ticket sales. The committee chair is responsible for maintaining a list of season ticket holders and contact with them. The committee chair shall act in a timely fashion with deposits of box office receipts and reports of transactions to the Treasurer.
• WEBMASTER – The Webmaster is responsible for the operation and timely maintenance of the LSC website. The Webmaster shall post contact information for Board members and individuals involved in productions. The Webmaster serves as a member of the Publicity Committee.

Article V – Theater Closures

The Executive Board has the power to close the theater in emergency situations that endanger the health and safety of those involved in a production and/or those attending an event associated with the theater.

Situations which might require such a decision include, but are not limited to, weather emergencies, unsafe conditions in the building, government mandates, contagious illnesses.

If a production is in progress, the Executive Board should consult with the directors and producers to assess the situation.

After any LSC personnel involved are notified of the decision, communication should go out to the community and ticket holders if affected.

Article VI – Amendments

Amendments to these Bylaws shall be presented in writing to the Board at a meeting one prior to voting on said amendments. Any Board members not in attendance at that meeting should receive the amendments in writing.

The general membership shall receive notification of the proposed amendments and can present feedback before and at the next Board meeting.

Voting on the amendments shall take place at the next Board meeting following the written receipt of the amendments.

Amendments shall by adopted by a 2/3 vote of the Board.