Dear Theatre III Member,
On behalf of the Executive Committee, I am pleased to share with you the attached updated Theatre III Articles of Organization and amended Bylaws for approval at our upcoming Annual Meeting on July 20 at 7:30 pm. I hope you will join us at the meeting. If you can’t attend, please use the proxy form, linked below, to give us your vote. In order for us to reach the quorum needed to make these updates, it is CRITICAL that you use the proxy form if you won’t be at the meeting.
OVERVIEW
Over the last several months the Executive Committee has reviewed our corporate and governance practices and updated these documents to ensure they reflect current law and best practices for 501(c)(3) organizations like ours. In the course of our work we consulted with an attorney experienced in nonprofit law.
In reviewing and updating these documents, we have thought hard about what might profitably change and improve our ability to manage the many different roles and activities within our organization. The attached documents reflect our best efforts to preserve many positive aspects of the current culture and structure of Theatre III while modernizing these foundational legal documents so they serve us well into the future.
Below are highlights of some of the key changes in the documents:
Restated Articles of Organization
Our Articles of Organization are the document that originally created Acton Community Center, Inc., now doing business as Theatre III. Since the corporation was created in 1955, our organization has evolved to become the community theater we are now. We need to restate our Articles of Organization to reflect this current focus and to update a variety of corporate law aspects of the document. A significant change is the explicit reference to community theater now contained in the Article II of the attached restated Articles.
Amended Bylaws
In consultation with our lawyer, our bylaws have been significantly updated. You will see a number of changes intended to modernize legal terms and reflect nonprofit board best practices. Some of the changes reflect legal requirements (for example, that our clerk be a resident of Massachusetts and that the corporation have a formal annual meeting). Other changes are not legally required, but reflect the expectations of nonprofit regulators the IRS or MA Attorney General (for example, staggered board terms, term limits, and adoption of a formal conflict of interest policy). Still other changes reflect the Executive Committee’s collective judgment about what makes the most sense for our organization (for example, the size of the board and board qualification expectations).
Following are some key aspects which have been updated:
• Directors will be the voting Members. Although we don’t expect you will see much outward change, the voting members of the corporation will now be the members of the Board. The primary business of the board is financial oversight, policy development, and ensuring long-term continuation of our mission through financial and strategic planning. Board members are expected to attend bimonthly meetings, serve on board committees, and become well acquainted with the business aspects of the corporation. As a result, we believe a diverse and active board will be in the best position to make informed decisions on behalf of the corporation. It is important to note that the day-to-day work involved in producing our shows is not within the corporate role of the Board (although, as they always have, we expect our board members will continue to devote time and energy to our theatre productions.) It is also important to note that this change will not affect the ability of our directors, producers, actors, crews and volunteers to play the roles they always have in presenting our productions to the community.
• Committee Structure. The bylaws now reference certain standing committees intended to help us divide and conquer the work of the Board.
• Board and Officer Election and Tenure. The amended bylaws include much better defined procedures for holding meetings and nominating and electing directors. These include qualifications, staggered terms, and term limits for board members.
• Conflict of Interest and Indemnification. The amended bylaws provide for a formal conflict of interest policy to be followed by the Board, as well as indemnification for directors and officers - an important protection.
I hope this information is helpful – and look forward to seeing you at our Annual Meeting on July 20.
Ed Knights
President, Theatre III
On behalf of the Executive Committee, I am pleased to share with you the attached updated Theatre III Articles of Organization and amended Bylaws for approval at our upcoming Annual Meeting on July 20 at 7:30 pm. I hope you will join us at the meeting. If you can’t attend, please use the proxy form, linked below, to give us your vote. In order for us to reach the quorum needed to make these updates, it is CRITICAL that you use the proxy form if you won’t be at the meeting.
OVERVIEW
Over the last several months the Executive Committee has reviewed our corporate and governance practices and updated these documents to ensure they reflect current law and best practices for 501(c)(3) organizations like ours. In the course of our work we consulted with an attorney experienced in nonprofit law.
In reviewing and updating these documents, we have thought hard about what might profitably change and improve our ability to manage the many different roles and activities within our organization. The attached documents reflect our best efforts to preserve many positive aspects of the current culture and structure of Theatre III while modernizing these foundational legal documents so they serve us well into the future.
Below are highlights of some of the key changes in the documents:
Restated Articles of Organization
Our Articles of Organization are the document that originally created Acton Community Center, Inc., now doing business as Theatre III. Since the corporation was created in 1955, our organization has evolved to become the community theater we are now. We need to restate our Articles of Organization to reflect this current focus and to update a variety of corporate law aspects of the document. A significant change is the explicit reference to community theater now contained in the Article II of the attached restated Articles.
Amended Bylaws
In consultation with our lawyer, our bylaws have been significantly updated. You will see a number of changes intended to modernize legal terms and reflect nonprofit board best practices. Some of the changes reflect legal requirements (for example, that our clerk be a resident of Massachusetts and that the corporation have a formal annual meeting). Other changes are not legally required, but reflect the expectations of nonprofit regulators the IRS or MA Attorney General (for example, staggered board terms, term limits, and adoption of a formal conflict of interest policy). Still other changes reflect the Executive Committee’s collective judgment about what makes the most sense for our organization (for example, the size of the board and board qualification expectations).
Following are some key aspects which have been updated:
• Directors will be the voting Members. Although we don’t expect you will see much outward change, the voting members of the corporation will now be the members of the Board. The primary business of the board is financial oversight, policy development, and ensuring long-term continuation of our mission through financial and strategic planning. Board members are expected to attend bimonthly meetings, serve on board committees, and become well acquainted with the business aspects of the corporation. As a result, we believe a diverse and active board will be in the best position to make informed decisions on behalf of the corporation. It is important to note that the day-to-day work involved in producing our shows is not within the corporate role of the Board (although, as they always have, we expect our board members will continue to devote time and energy to our theatre productions.) It is also important to note that this change will not affect the ability of our directors, producers, actors, crews and volunteers to play the roles they always have in presenting our productions to the community.
• Committee Structure. The bylaws now reference certain standing committees intended to help us divide and conquer the work of the Board.
• Board and Officer Election and Tenure. The amended bylaws include much better defined procedures for holding meetings and nominating and electing directors. These include qualifications, staggered terms, and term limits for board members.
• Conflict of Interest and Indemnification. The amended bylaws provide for a formal conflict of interest policy to be followed by the Board, as well as indemnification for directors and officers - an important protection.
I hope this information is helpful – and look forward to seeing you at our Annual Meeting on July 20.
Ed Knights
President, Theatre III
| restated_articles_of_organization_june_2016.pdf |
| t3_bylaws_june_2016.pdf |
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