AMENDED AND RESTATED BYLAWS OF THE ARLINGTON PLAYERS
ARTICLE I. Offices
The principal office of the corporation in the Commonwealth of Virginia shall be located in the County of Arlington. The corporation may have such other offices, either within or without the Commonwealth of Virginia, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the Commonwealth of Virginia a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II. Active Members
Section 1. Membership Classifications.
The corporation shall have one or more classifications of members. The designation of such classifications and the qualifications of the members of such classifications shall be as follows:
- Regular Members - In keeping with the Articles of Incorporation, Regular Members include:
1) Active Regular Members, who are persons with a professed interest in the theatrical arts and payment of dues in accordance with ARTICLE XI hereof;
2) Hopkins Members, who are persons who have been awarded The Don and Marge Hopkins Distinguished Service Award are granted regular membership status without the payment of dues; and
3) Other Regular Members, who are in such other classifications of membership with such qualifications as the Active Regular Members may from time to time designate by their action in amending these Bylaws.
- Sustaining Members - Any person who has contributed to the advancement of the purposes of the Corporation and elected by the Board of Directors as a Sustaining Member, in keeping with the Articles of Incorporation.
Section 2. Voting Rights.
Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 3. Removal and Reinstatement of Membership.
The Board of Directors by affirmative vote of two-thirds of the members of the Board, or by a majority vote of Regular members present at any regularly constituted meeting, may expel a member after a hearing, for theft or willful destruction of the corporation's property or for any other act or acts in violation of the laws of the State of Virginia perpetrated against the property or name of the corporation.
A suspended or expelled member may request to be reinstated by submitting a written request directed to the Secretary of the corporation. Upon receipt, the Board of Directors may, by a vote of two-thirds of all its members and by a majority vote of members present at any regularly constituted meeting, reinstate such suspended or expelled member.
Section 4. Resignation.
Any member may resign by filing a written resignation with the Secretary, but such a resignation shall not relieve the member resigning of the obligation to pay any dues, assessments or other charges heretofore accrued and unpaid.
Section 5. Transfer of Membership.
Membership in this corporation is not transferable or assignable.
ARTICLE III. Meetings of Members
Section 1. Annual Meeting.
An annual meeting of the members shall be held after the close of the final show of the season but before the end of the fiscal year for the purpose of electing Directors and officers and for the transaction of such other business as may come before the meeting. Beginning with the year 2009, the time and place is to be designated in writing as hereinafter provided in Section 4 of this Article no less than thirty (30) days prior to the annual meeting. If the election of Directors or officers cannot be held at the annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Special Meeting.
Special meetings of the members may be called by the President, a majority of the Board of Directors, or not less than one tenth of the members having voting rights.
Section 3. Place of Meeting.
The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting called as previously noted. If no designation is made, the place of meeting shall be the registered office of the Corporation in the Commonwealth of Virginia. If a majority of the members shall at any time and place, either within or without the Commonwealth of Virginia, consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally, by email, or by mail, to each member entitled to vote at such meeting, not less than fifteen (15) or more than forty (40) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member’s address as it appears on the records of the corporation with postage thereof prepaid. If delivered by means of electronic transmission, such as electronic mail, the notice shall be deemed to be delivered when a transmission is made to the address designated for the receipt of such notices in the records of the corporation.. A member who attends a meeting shall be deemed to have had timely and proper notice unless the member attends for the express purpose of objection because the meeting is not lawfully called or convened.
Section 5. Informal Action by Members.
Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum.
The members holding twenty (20) percent of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies.
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by their duly authorized attorney-in-fact. Written notice of proxy may be in the form of a written notice, electronic ballot or by email transmission. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 8. Voting by Mail or Electronic Ballot.
Elections may be conducted by electronic ballot using a secure online system and/or by mail in such a manner as determined by the Board of Directors.
ARTICLE IV. Board of Directors
Section 1. General Powers.
The affairs of the corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualification.
The number of Directors shall be between ten(10) and fourteen (14). The Board shall consist of the President, Vice President, Secretary, Treasurer, Past President, and five (5) to nine (9) additional directors to be elected by the active members. The immediate Past President will automatically become a voting Director.. If the immediate Past President is unavailable, the President may appoint any Past President or any past board member.
Each Director shall hold office for the fiscal year commencing after election. The term of office is for the next fiscal year. Each Director shall hold that office for no more than three consecutive terms. In such instances that it is necessary to the continuity of the position that a Director’s term shall be renewed more than the present maximum of three consecutive terms the Board shall pass judgment on a case by case basis.
Directors must be members of the corporation in good standing (dues paid in full) and have been a member of the organization for at least one season prior to serving on the Board of Directors. The President must have served as a member of the Board of Directors for at least two years. The Vice President must have served as a member of the Board of Directors for at least one year. The years of service do not have to be consecutive in order to meet the service qualification for President or Vice President. In such cases, where no candidates meet the qualification requirements for President or Vice President, the qualification requirement may be waived if agreed to by majority vote of the membership present at a special meeting called for the explicit purpose of waiving the qualification requirements.
Section 3. Regular Meetings.
A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw at the first board meeting of the fiscal year. The Board of Directors may provide by resolution the time and place, either within or without the Commonwealth of Virginia, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors.
Section 5. Duties.
In addition to the unique duties ascribed to a given Director, all individuals nominated for, or elected to a position on the Board of Directors shall abide by the agreed upon roles and responsibilities documented by the Vice President. Once elected, consistent or intentional noncompliance with the roles and responsibilities will result in disciplinary action, up to and including removal from the Board as outlined in Article IV, Section 11, “Removal from Office”.
A Director shall discharge their duties as a Director, including any duties as a member of a committee, in accordance with the Director’s good faith business judgment of the best interests of the corporation. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
- One or more officers or members of the corporation whom the Director believes, in good faith, to be reliable and competent in the matters presented;
- Legal counsel, public accountants, or other persons as to matters the Director believes, in good faith, are within the person's professional or expert competence; or
- A committee of the Board of Directors of which the Director is not a member if the Director believes, in good faith, that the committee merits confidence.
A director is not liable for any action taken as a director, or any failure to take any action, if they performed the duties of their office in compliance with this section and the roles and responsibilities of their position as documented by the Vice President. Any Officer, Director or member alleging a violation of this section has the burden of proving the violation.
Section 6. Notice.
Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally, e-mailed, or mailed to each Director’s address as shown by the records of the corporation or at such other address as such director shall have designated in writing filed with the Secretary. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereof prepaid. If delivered by email, the notice shall be deemed to be delivered when a transmission is made to the email address designated for the receipt of such notices in the records of the corporation. Any Director may waive notice of any meeting in writing. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 7. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting.
The act of majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 9. Manner of Acting Without a Meeting.
The Board of Directors may take action without a meeting if the action is taken by all members of the Board. The action shall be documented by one or more written consents stating the action taken, signed by each director either before or after the action is taken, and included with all other board minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall be effective when the last director signs the consent unless the consent specifies a different effective date, and states the date of execution by each director. Action taken by written consent shall have the same effect as a vote taken at a meeting of the Board. The written consent required under this section may include one or more signatures given in accordance with the Uniform Electronic Transactions Act.
Section 10. Vacancies.
Any vacancy occurring in the Board of Directors, shall be filled only by majority vote of the Regular members. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.
Section 11. Removal from Office.
If a Director fails to fulfill the obligations of the office as defined by the agreed upon roles and responsibilities documented by the Vice President, any Officer may request removal of a Director from the Board of Directors in writing. Upon receipt of the request, the President or Vice President (if the request involves the President) must schedule a special meeting of the Regular Members to allow the members to vote to remove said Director. The Regular Members may remove a Director from the Board upon two thirds majority vote of the Regular Members at the special meeting. Notice of the special meeting must be made to all Regular Members in accordance with Article III, Section 4. If removed, the Director will no longer be a member of the Board of Directors but will remain a Regular Member of the organization.
Section 12. Compensation.
Directors as such shall not receive any stated salaries for their service except for expenses of attendance at regular or special meetings of the Board when approved by resolution of the Board of Directors. This shall not preclude any Director from receiving compensation by service in the corporation in another capacity.
Section 13. Participation by Means of Telephone or Similar Communications Equipment.
Any Director may participate in a meeting of the Board by means of conference telephone or similar communications equipment if all persons participating in the meeting can engage with each other. Participation in a meeting by such means shall constitute presence in person at such meeting.
ARTICLE V. Officers
Section 1. Officers.
The officers of the corporation shall be President, Vice-President, Treasurer, Secretary, and such other officers as may be elected in accordance with the provisions of this article.
Section 2. Election and Term of Office.
The officers of the corporation shall be elected annually by the Regular members at the regular annual meeting of the membership. If the election shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created by amendment to these Bylaws and filled at any meeting of the Board of Directors. The term of office is one fiscal year. Each Officer shall hold that office for no more than three consecutive terms. In such instances that it is necessary to the continuity of the position that an officer's term shall be renewed more than the present maximum of three consecutive terms, the Board shall pass judgment on a case by case basis. Failure to elect officers shall not dissolve or otherwise affect the corporation.
Section 3. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by a Director by majority vote of the Board of Directors for the unexpired portion of the term.
Section 4. President.
The President shall be the principal executive officer of the corporation and shall preside at all meetings of the members and of the Board of Directors. With the Secretary, or any other proper officer of the corporation authorized by the Board of Directors, the President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. With the approval of the Board of Directors, the President will appoint the chairpersons of all committees.
Section 5. Vice President.
The Vice President shall work directly with the President to establish the roles and responsibilities of the Directors and document those responsibilities as established and agreed to by the President and majority vote of the Board of Directors. The Vice President shall regulate the times, places, and manner of holding elections as prescribed by Article III hereof to fill said positions and provide all notifications to the membership about said elections including the election process, nominations, and election results. General information about the annual election process, including the list of positions and associated duties, shall be provided to the membership at least thirty(30) days prior to the annual election. By the absence, disability, or refusal to act by the President, the Vice President shall perform the duties of the President, and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice President shall perform other duties as from time to time may be assigned to them specifically by the President or by the Board of Directors.
Section 6. Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the office’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Office of Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for the moneys or other depositories due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and in general perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned to the Officer by the President or by the Board of Directors.
Section 7. Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be the custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents as required by law, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary, and such other duties as from time to time may be assigned to Office of Secretary by the President or by the Board of Directors.
ARTICLE VI. Committees
Section 1. Committees of Directors.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation except to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or the director by law.
Section 2. Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation, or a Director designated by the President shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 3. Term of Office.
Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman.
One member of each committee shall be appointed Chairman by the President or a Director designated by the President.
Section 5. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE VII. Contracts, Checks, Deposits, Funds and Loans
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by either the Treasurer or the President of the Corporation.
Section 3. Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purposes or for any special purposes of the corporation.
Section 5. Loans.
No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidence of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
ARTICLE VIII. Certificates of Membership
Section 1. Certificates of Membership.
The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the Board. The name and address of each member and the date of issuance of the certificates shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
ARTICLE IX. Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep an electronic copy of record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or the member’s agent or attorney for any proper purpose at any reasonable time.
ARTICLE X. Fiscal Year
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in the following year.
ARTICLE XI. Dues
Section 1. Annual Dues.
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each classification.
Section 2. Payment of Dues.
Dues shall be payable within two weeks after submission of membership form.
Section 3. Default and Termination of Membership.
When any member of any classification shall be in default in the payment of dues for a period of three months from the beginning of the fiscal year or period of which such dues become payable, the membership may thereon be terminated or suspended by the Board of Directors in the manner provided in Article II of these Bylaws.
Section 4. Annual Dues - Other Member Classifications.
At such time or times as other classifications of Regular memberships are created as provided for in Article III of these Bylaws, annual dues shall also be considered.
ARTICLE XII. Seal
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, "Corporate Seal, Virginia, 1971.
ARTICLE XIII. Waiver of Notice
Whenever any notice is required to be given under the provisions of the Non-Stock Corporation Act of Virginia or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV. Audits
An audit of the accounts of The Arlington Players shall be accomplished at such times and by such responsible persons or firms as may be authorized by the Board of Directors.
ARTICLE XV. Dissolution, Merger or Consolidation
At any special meeting or any annual meeting where the purpose has been stated in the notice of meeting, the corporation may elect to dissolve, merge, or consolidate with another organization by a vote of two thirds of the voting membership. The members may cast their vote in person or by written ballot received by the Secretary prior to the time of such special annual meeting. In the event such dissolution is voted, the Board of Directors shall liquidate its assets and distribute them in accordance with the law and the Articles of Incorporation. If such special meeting fails to convene for lack of a quorum, the Board of Directors may elect to dissolve by a two-thirds vote of the entire Board.
ARTICLE XVI. Amendments to Articles of Incorporation
Amendments to the Articles of Incorporation shall be made in the following manner:
- The Board of Directors shall adopt a resolution setting forth the proposed amendment, finding that it is in the best interests of the corporation and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Notice shall be given to each member entitled to vote at such meeting within the time and in the manner provided in these Bylaws for the giving of notice of such meetings of members. The proposed amendment shall be adopted upon receiving more than two thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
ARTICLE XVII. Amendments to Bylaws
These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting of the Board or at any special meeting or by a majority of the members present at any regular or special meeting of the members, if at least fifteen (15) days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting.
ARTICLE XVIII. Indemnification
Except with regard to a claim by, or in the right of, the corporation, to the maximum extent
permitted by law, including but not limited to the Virginia Nonstock Corporation Act, no Director or Officer of the corporation shall be personally liable for the Corporation’s debts, obligations or liabilities, and the corporation will indemnify any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, by reason of the fact that they or their predecessor in interest was or is a Director, Officer, Committee Member, employee or is the legal representative of such person, against losses, judgments, fines, amounts paid in settlement, and reasonable expenses and other costs of any kind whatsoever, including attorney's fees, incurred as a result of such action or proceeding, or any appeal therein. The Corporation will purchase and maintain Officers and Directors insurance coverage providing such indemnification.
Let it be known, then, that the undersigned Secretary of the corporation known as THE ARLINGTON PLAYERS does hereby certify that the foregoing Bylaws were duly adopted by the Directors of said corporation, as the Bylaws of said corporation, on the fifteenth (15th) day of March, 1971, and that they do now constitute the Bylaws of said corporation, as amended June 26, 2021.
Steven Yates, President
Jasmine Jones, Secretary