BY-LAWS OF FAIRMONT OPERA HOUSE, INC., A CORPORATION DULY ORGANIZED UNDER THE LAWS OF
THE STATE OF MINNESOTA
Section 1: The registered office of the corporation shall be in the City of Fairmont, County of Martin, State of Minnesota, and the corporation shall have other offices at such places as the Board of Directors may from time to time determine.
Section 1: Any person may become a voting member of the corporation upon the timely payment of the appropriate fee amounts as listed below for each designated type of membership:
A. The Board in its discretion may determine fees and dues payable for these memberships
People who make an unrestricted CASH DONATON at one of the following levels to support the OPERATIONS of the Opera House:
Guardian Angel $5,000 & Up
Community Cornerstone $1,000 – $4,999
Benefactor Membership $500 – $999
Sustaining Membership $250 – $499
Patron Membership $150 – $249
Associate Membership $75 – $149
Contributing Membership $35 – $74
Student Membership $5
(Under 18 years old)
Section 2: The Board in its discretion may issue honorary memberships in recognition of special services rendered to the corporation. Honorary membership shall be for life. No honorary member shall have the right to vote.
Section 3: No Member, either voting or non-voting, by virtue of his membership shall acquire any property rights or personal liability in the corporation.
Section 4: Members shall hold an annual meeting for the election of Directors and transaction of any other business. Written notice of the time and place of said annual meeting is to be published in the local newspapers at least ten (10) days prior to the date of said meeting. Such annual meetings shall be held in the month of May each year, the exact date to be set by the Board and shall be held in the City of Fairmont, Martin County, Minnesota, or any place within or without this State, designated by the Board of Directors in their sole discretion. If such annual meeting has not been held or if Directors have not been elected thereat, Directors may be elected at a special meeting held for that purpose. Upon demand of any member, the President, Vice-President or Secretary shall call the special meeting.
Section 5: Special meetings of the general membership may be called for any purpose at any time in the manner provided in Section 4 by the President, the Board of Directors or two or more members. A person entitled to call a special meeting may make written request to the President, Vice-President or Secretary to call a meeting. Such officer shall give notice of the meeting to be held between 10 to 60 days after receiving the request. If the officer fails to give notice of the meeting within 7 days from the day on which the request was made, the person who requested the meeting may fix time and place for the meeting and give notice of said meeting.
Section 6: All voting members of this corporation shall have equal voting rights. No classes of membership shall be created.
Section 7: A quorum of 5 per cent of the total voting membership must be present in person in order to conduct any business at either an annual or special meeting. When a quorum is not present, the meeting may be adjourned from time to time for that reason. When a quorum has been present at a meeting and members have withdrawn from a meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.
Section 8: Each membership of this corporation shall have one vote. The member’s vote may be exercised either by ballot or roll call as the Chairman of the meeting may deem appropriate. Voting may only occur by members present at meeting.
BOARD OF DIRECTORS
Section 1: The property and business of this corporation shall be managed by its Board of Directors, which shall consist of 9 members. Sufficient Directors shall be elected at each annual meeting as will fill the vacancies created by the expiration of the terms of the Directors on June
30th. Directors shall be elected at the annual meeting of the members by majority vote, and each Director shall be elected to serve for a term of three (3) years, and may serve a maximum of 2 consecutive terms, if elected. After serving two (2) consecutive terms, one year must pass before a person is able to serve on the board for a new term.
Section 2: An annual meeting of the Board of Directors shall be held without notice at the time and place of the annual membership meeting immediately following the annual membership meeting or within ten days of the annual membership meeting at such time and place as the Board shall designate provided that a five (5) day notice shall have been given by the Secretary of said meeting. The annual meeting of the Board of Directors shall be for the purpose of election of new officers and to transact such other business as may properly come before said meeting.
Section 3: Special Meetings of the Board may be called by the President or any Board member at any time upon a three (3) day notice. A special meeting may be called without notice to the Directors if a full Board convenes and all agree to the holding of the meeting at such time and place and waive all right of notice thereof. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if done in writing, ratified by all the Directors.
Section 4: A quorum for meetings of the Board of Directors is a majority of the membership of the Board. The act of a majority of the Directors present at any meeting, at which there is a quorum, shall be the act of the Board of Directors.
Section 5: The Board of Directors shall meet from time to time as the President of the Board of Directors shall determine. These meetings shall follow Roberts Rules of Order.
Section 6: The Board of Directors shall at the annual meeting thereof elect the following officers, President, Vice-President, Secretary, and Treasurer. The President, Secretary, Vice President and Treasurer shall be natural persons of the age of majority. An officer may be removed, with or without cause, by a majority vote of the Board of Directors at any regular or special meeting.
Section 7: The Board may appoint such other officers and agents as it shall deem necessary from time to time, these persons shall hold their offices for such terms and shall exercise such powers and shall perform such duties as shall be determined from time to time by the Board.
Section 8: The officers of the Board of Directors shall have such authority and duties in the management of the business of the corporation as the Board determines.
Section 9: If the office of any Director or any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the directors then in office although less than a quorum, by majority vote may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.
Section 10: The members of the corporation, by a majority vote of those entitled to vote at an election of Directors, may, with or without cause, remove a Director or the entire Board from office. Neither a Director nor the entire Board shall be removed from office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When the Board of a Director has been removed, a new director may be elected at the same meeting of the general membership.
Section 1: The Corporation shall keep at its registered office correct and complete books of account, minutes of proceedings of meeting of members, Board of Directors, and committees having any of the authority of the Board of Directors. A member, or his agent, may inspect all books and records for any proper purpose at any reasonable time. Upon request by a member, the corporation shall furnish the member with a statement showing the financial result of all its operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of such accounting period.
Section 2: All checks shall be signed by such officers or agents as may from time to time be designated by resolution of the Board of Directors.
AMENDMENTS TO BY-LAWS
Section 1: The procedure to amend by members is as follows:
A. The Board of Directors may propose an amendment to the By-Laws by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the members, or
B. Any five (5) members may set forth a proposed amendment by petition by them subscribed, which shall be filed with the Secretary of the corporation. At least a ten day notice of the meeting of the members, stating the purpose including the proposed amendment, shall be given to each member entitled to vote on the proposed amendment and to each officer and director regardless of his voting rights. Provided that the notice provided by this clause has been given, the proposed amendment may be adopted at any meeting of the members. Such an amendment may be adopted by a majority of the members voting.
Section 2: The members of the corporation may, by a majority vote of the members voting at a meeting duly called for the purpose, authorize the Board of Directors to exercise from time to time the power of amendment of the By-Laws in the manner prescribed in Section 3.
Section 3: When the members have authorized the Board of Directors under Section 2 to amend the By-Laws, the board of Directors by a two-thirds (2/3) vote of the Directors who are present and entitled to vote on the propose amendment, may amend the By-Laws at any meeting of the Board.
Section 4: The members by majority vote of the members voting at a meeting duly called for the purpose may prospectively revoke the authority of the Board to exercise the power of the members to amend these By-Laws.
Section 1: This corporation shall adopt a July – June 30 fiscal year for accounting purpose, beginning July 1, 1984.
(Note: In 1995, an endowment fund was established by resolution. Article VII is the resolution in its entirety, followed by the plan of operation for the fund, which is revised from time to time.)
An Endowment Fund, whose purpose, governance, and operational procedures shall be defined by special resolution adopted by the members, shall be established.
WHEREAS, the Fairmont Opera house believes in the proper management of all gifts, talents, and money, including accumulated, inherited and appreciated resources: and
WHEREAS, persons can give to the work of the Opera House through bequests in wills, charitable remainder and other trusts, charitable gift annuities, assignment of life insurance, and transfers of property (cash, stocks, bonds, real, estate); and
WHEREAS, it is the desire of the members to encourage, receive and administer these gifts in a manner consistent with the wishes of the grantors and in accord with the policies of this Opera House: and
WHEREAS, the Board of Directors may desire to set aside the Opera House’s resources in an endowment;
THEREFORE BE IT RESOLVED, that the membership of the Opera House at its annual meeting on January 20, 1995, approved and established on the records of the Opera House a new and separate fund to be known as THE ENDOWMENT FUND (hereinafter called the “FUND”).
BE IT FURTHER RESOLVED, that the purpose of this FUND is to enhance the operations of the Fairmont Opera House, Inc. apart from the general operation for the Opera House; that only the income generated by the FUND shall be used for the annual operating budget of the Opera House. Expenditure of the principle must be approved by 75% of the Board of Directors who must then place the motion to membership meeting. This motion must pass by at least 75% of members present.
BE IT FURTHER RESOLVED, that the Endowment Fund shall consist of those gifts specifically designated to the Fund by grantor or placed in the Fund by the Board of Directors who are given this authority to place assets in the Fund by 75% vote of the Board;
BE IT FURTHER RESOLVED, that the Endowment Fund Committee (hereinafter called the “COMMITTEE”) shall be the custodian of the FUND;
BE IT FURTHER RESOLVED, that the following is the Plan of Operation setting forth the administration and management of the FUND.
PLAN OF OPERATION FOR THE ENDOWMENT FUND
1. THE ENDOWMENT COMMITTEE.
The committee shall consist of five members, all of whom shall be members of the Fairmont Opera House, Inc. At least one member of the endowment committee shall be a member of the FOH Board. Except as herein limited, the term of each member shall be three (3) years. Upon adoption of this resolution by the member, it shall elect five (5) members of the COMMITTEE: two (2) for a term of three (3) years: two (2) for a term of two (2) years; and one (1) for a term of one (1) year. Thereafter, each annual meeting the members shall elect the necessary number for a term of three (3) years. In the event of a vacancy on the COMMITTEEE, the Board of Directors shall appoint a member to fill the vacancy until the next annual meeting of the members, at which time the members shall elect a member to fulfill the term of the vacancy.
The COMMITTEE shall meet at least quarterly or more frequently as deemed by it in the best interest of the Fund.
A quorum shall consist of three (3) members. A majority present and voting shall carry any motion or resolution.
The committee shall elect from its membership a chairperson, financial secretary and recording secretary. The chairperson, or member designated by the chairperson, shall preside at all committee meetings.
The recording secretary shall maintain complete and accurate minutes of the all meeting of the COMMITTEE and supply a copy thereof to each member of the committee. Each member shall keep a complete copy of minutes to be delivered to his or her successor. The Secretary shall also supply a copy of the minutes to the Board of Directors.
The financial secretary shall assist the Opera House’s treasurer in maintaining complete and accurate books of accounts for the FUND and shall sign checks and all other necessary documents on behalf and in furtherance of the purposes of the FUND. The Board of Directors shall select an audit committee to audit the fund books annually.
The COMMITTEE shall report on a quarterly basis to the Board of Directors, and, at each annual or special meeting of the Opera House, shall render a full and complete financial account of the administration of the FUND during the preceding year.
The COMMITTEE may request other members of the Opera house to serve as advisory members and, at the expense of Endowment Fund, income may be used for such professional counseling on investments or legal matters as it deems to be in the best interest of the fund. Members of the COMMITTEE shall not be liable for any losses which may be incurred upon the investments of the assets for the FUND except to the extent such losses shall have been caused by bad faith or gross negligence. No member shall be personally liable as long as he/she acts in good faith with ordinary prudence. Each member shall be liable only for his/her own willful misconduct of omissions, and shall not be liable for the acts or omissions of any other member. No member shall engage in any self-dealings or transactions with the fund in which the member has direct or indirect financial interest and shall at all times refrain from any conduct in which his/her personal interest would conflict with the interest of the fund.
All assets are to be held in the name of the Fairmont Opera House, Inc. Endowment Fund.
The determination of when to hold, sell, exchange, rent, lease transfer, convert, invest, reinvest, and in all other respects to manage and control the assets of the FUND, including stocks, bonds, debentures, mortgages, notes, or other securities or real estate, as in their judgement and discretion they deem wise and prudent, are to be made by the COMMITTEE.
2. DISTRIBUTION OF INCOME
The committee shall determine what is principal and income according to the accepted accounting procedures.
Income from the FUND that is not otherwise designated on how or when it is to be distributed by Grantor shall be distributed annually to the Board of Directors and such other times as deemed necessary and/or feasible.
BE IT FURTHER RESOLVED that any amendments to this resolution, which will change, alter or amend the purpose for which the FUND is established shall be adopted by a 75% vote of the members present at the annual meeting called specifically for the purpose of amending this resolution.” In the event of a catastrophe as defined and agreed by majority of the Opera House Board of Directors and COMMITTEE, up to 20% principalle may be used.
3. DISPOSITION OR TRANSFER OF FUND
BE IT FURTHER RESOLVED, that in the event the Fairmont Opera House, Inc. ceases to exist either through merger or dissolution, disposition or transfer of the FUND shall be at the discretion of the COMMITTEE, to such organization or organizations organized and operated exclusively for charitable , educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law) as the COMMITTEE shall determine. Any such assets not so disposed shall be disposed of by the District Court of the County of Martin State of Minnesota, exclusively for such purpose or to such organization or organizations as such Court shall determine, which are
organized and operated exclusively for such purposes.
THE ROLE OF OFFICERS
Section 1: The President shall prepare the agendas for monthly meetings, special board meetings, and the annual membership meeting. The President shall appointment a Board of Director at each meeting to serve as Parliamentarian for that day. The President serves as Ex Official member of all committees. The President shall serve as the chairman for the search committee when looking for an Executive Director. The President shall sign all grant applications and the filings for taxes.
Section 2: The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. The Vice President shall serve as Chair of the Annual Meeting being responsible for the program. The Vice President shall review the Fairmont Opera House Bylaws and Policies.
Section 3: The Secretary shall maintain an accurate record of the proceedings of the Opera House Board of Directors meetings. The Secretary shall provide notice of all meetings five (5) business days prior to all meetings. The Secretary shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President and Vice President.
Section 4: The Treasurer shall present a monthly financial report to the Board of Directors and an Annual Financial Report to the members of the Opera House at the Annual Meeting.
Section 1: The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its action. It shall be composed of the President, Vice President, Secretary, Treasurer. The Executive Committee shall coordinate all committees and coordinate and administer the Executive Directors annual review. The Secretary will keep records and submit meeting minutes for the distribution to the board.
Section 2: The Finance Committee shall include the treasurer who will serve as the Chair, an Endowment Committee Board Member, and up to 3 (three) members from the general membership. Duties include:
A. provide oversight on budgeting, accounting, receipts and expenses
B. make recommendations to the Opera House Board on financial matters
C. prepare the Annual Financial Report
Section 3: The Buildings and Grounds Committee shall meet quarterly and include; a voting Board Member and other interested members from the general membership. Duties include:
A. maintain and improve the physical structure, interior, and exterior of the Fairmont Opera House while maintain its historic atmosphere
B. offer building and grounds management for the entire facility
C. review annual service contracts (fire safety, pest control, computer(s), computer back up, snow removal, phone(s) either cell or landline, trash removal and recycling
D. recommend to the Fairmont Opera House Board all renovation projects with a cost of more than $1,000.00
E. submit budget proposal
F. develop and maintain a list of repair/renovation needs and proposals
G. help procure volunteers when possible to provide “sweat equity”
H. work with the Fairmont Building Inspector for approval of major renovations
I. propose updates to comply with the Americans with Disabilities Act (ADA)
i. to ensure equal access to all Fairmont Opera House patrons
ii. review access and recommend accessibility issues for patrons with disabilities
iii. submit minutes for distribution to the Fairmont Opera House Board
iv. prepare a report for the annual Opera House membership meeting
Section 4: Program advisory committees. Certain committees are formed to give additional guidance and leadership to programs operated by the FOH.
The Children’s Theatre Committee shall include a Board Member, the Executive Director, and any other interested volunteers. Duties include:
A. to provide educational activities which offer youth active participation and offer workshop settings in which youth can gain actual experience with production, writing, acting, music, set design, costuming, make-up and theatre organization.
B. make participation available to all children in the surrounding communities who meet the age requirement
C. promote and develop communication skills, self-discipline, self-confidence, initiative, cooperation, a sense of responsibility and loyalty to a common enterprise
D. develop participant’s understanding of a theatrical experience
E. find and use volunteers to promote the program and participate in it
F. promote the significance and value of the Fairmont Opera House as a center for theater activity
G. prepare a budget for each activity to be submitted to the board for approval
H. get prior approval from the Fairmont Opera House Board for any expense which exceeds $300.00
I. submit request for checks for payment and/or payment of bills in a timely manner
J. submit minutes from meetings for distribution to the Fairmont Opera House Board
K. prepare a report for the Annual Opera House Meeting
The Civic Summer Theater Committee shall include a FOH board member, the Executive Director, and any other interested volunteers. Duties include:
A. make participation available to all ages in the surrounding communities
B. develop participants’ understanding of a theatrical experience
C. find and use volunteers to promote the program and participate in it
D. promote the significance and value of the FOH as a center for theater activity
E. prepare a budget for each activity to be submitted to the FOH board for approval
F. get prior approval from the FOH board for an expense exceeding $300
G. submit requests for checks for payment and/or payment of bills in a timely manner
H. submit minutes from meetings for distribution to FOH board
I. prepare a report for the FOH annual meeting
We, the undersigned, do hereby certify that the above and foregoing By-Laws were duly authorized as the By-Laws of said corporation on the day of 2017.6.
Fairmont Opera House, Inc. Fairmont Opera House, Inc.