AMENDED AND RESTATED BYLAWS OF CALUMET THEATRE COMPANY
APPROVED JUNE 1, 2020
I – CORPORATION
1.1 NAME. The name of the Corporation is CALUMET THEATRE COMPANY.
1.2 PLACES OF BUSINESS. The Corporation shall have its principal place of business in Calumet, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.
1.3. PURPOSES. The purpose or purposes for which the Corporation is organized are:
a. To preserve and operate the historic Calumet Theatre and Ballroom consistent with its historic function.
b. To provide an educational service to the community by introducing area audiences to new art forms and to stimulate community interest in the definite social value of the arts.
c. To provide cultural programs for area school systems.
d. To provide a forum for performing groups in the community and to encourage community participation in theatre and ballroom activities.
e. To receive and administer funds and to operate exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation (the “Code”).
f. To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises and the proceeds thereof in furtherance of the purposes of the corporation.
g. To do such things and perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not prohibited by Section 501(c)(3) of the Code, with all the power conferred on nonprofit corporations under the laws of the State of Michigan.
1.4 NONPROFIT OPERATION. The corporation shall be operated exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Code as a nonprofit corporation. No Director of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any Director, director, officer or any private individual. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the remaining assets of the Corporation exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Code, and more particularly to such organization or organizations carrying on such operations as may be, as nearly as possible, consistent with the purposes of this Corporation, as the Board of Directors of this Corporation shall determine. Any such assets not so disposed of shall be disposed of by the circuit court for the county in which the registered office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which this Corporation was organized.
II – MEMBERSHIP
2.1 MEMBERSHIP/CLASSES OF MEMBERSHIP. Membership in the Corporation is open to anyone who completes the approved forms and pays yearly dues. The Board of Directors may, from time to time, adopt reasonable rules for the admission, retention and expulsion of members. Such rules shall be consistent with the purposes of the Corporation and the other provisions of these bylaws and with the articles of incorporation and shall be equally enforced as to all members in each class of members. The classes of members, all of whom must be at least 18 years of age, are:
a. Regular members. Regular members are persons, who complete an annual membership form and pay the dues established by the Board of Directors. Regular members will be entitled to participate in all activities of Calumet Theatre Company, including voting and holding office. Directors are regular members upon election and while serving as directors, whether or not a director has timely paid membership dues.
b. Honorary members. Honorary members must be elected to this class by unanimous vote of the Board of Directors. Honorary members are not required to pay dues and are not entitled to vote or hold office.
c. Corporate or municipal members. A corporation or municipality may complete the annual membership form and pay the dues established by the Board of Directors. Corporate and municipal members may purchase ads, but are not entitled to vote or otherwise exercise fiduciary powers.
2.2 VOTING/PARTICIPATION. Each member shall have one vote. Members may grant a proxy to the President or another person, on the proxy form appended to these bylaws, which shall be submitted to the Secretary of the Corporation prior to commencement of the meeting for which the proxy is provided. The Board of Directors may adopt guidelines and procedures to enable members and proxy holders to participate in a meeting of members by conference telephone or other means of remote communication that permits all persons that participate in the meeting to communicate with all other participants, and such participation shall be considered presence in person. All participants shall be advised of the means of remote communication; and all attendees may participate by remote communication.
2.3 PLACE OF MEETINGS. Meetings of the membership shall be held at such places as shall be determined by the Board of Directors or the President.
2.4 ANNUAL MEETING. The annual meeting of the members of the Corporation shall be held in the last calendar quarter of each year for the purpose of electing directors and for the transaction of such other business as may properly come before such meeting, as stated in the notice of the meeting. If less than a quorum appears in person or by proxy for an annual meeting, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting.
2.5 REGULAR MEETINGS. The membership may meet at such times within Houghton County as determined by the Board of Directors.
2.6 SPECIAL MEETINGS. Special meetings of the members of the Corporation may be called by the Board of Directors or the President and shall be called by the President or the Secretary at the written request of ten (10%) percent of members of the Corporation. No business may be transacted at a special meeting except the business specified in the notice of the meeting.
2.7 ACTION BY CONSENT. Any action the members are required or permitted to take at an annual or special meeting may be taken without a meeting, without prior notice, and without a vote, if before or after the action all the members entitled to vote on the action or their proxies consent to the action in writing. An electronic transmission that consents to an action is written, signed, and dated for the purposes of this section if the electronic transmission is delivered with information from which the Corporation can determine that the electronic transmission was transmitted by the member or proxy holder and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed for purposes of this section. A consent given by electronic transmission is delivered when printed and recorded in the books of the Corporation.
2.8 NOTICE OF MEETINGS OF MEMBERS. Except as otherwise provided by statute, written notice of the time, place and purposes of each meeting of the members of the Corporation shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member, either personally, electronically or by mailing such notice to each member at the address designated by the member for such purpose and to the attention of the individual designated by the member. No notice need be given of an adjourned meeting of the members provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken. At an adjourned meeting only such business may be transacted as might have been transacted at the original meeting.
2.9 WAIVER OF NOTICE OF MEETINGS. Notice of any annual or special meeting of the members of the corporation may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of notice of the meeting.
2.10 QUORUM. At any meeting of the membership a quorum shall be present if at least 10% of the membership is present in person or by proxy consistent with paragraph 2.2. A meeting may be adjourned without a quorum of members being present.
III – BOARD OF DIRECTORS
3.1 BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managed by a Board of Directors, which is the governing body of the Corporation. Because Directors exercise fiduciary duties, NO PROXY may be granted by a Director. The Board of Directors shall meet as often as necessary to conduct the business of the Corporation, but at least annually.
3.2 NUMBER AND SELECTION OF DIRECTORS. The Board of Directors shall consist of not less than three (3) and not more than twenty (20) persons. Directors shall serve for three (3) year terms, except initially one-third (1/3) shall be elected to serve for three (3) years, one-third (1/3) shall be elected to serve for two (2) years, and one-third (1/3) elected to serve for one (1) year. In the event of an increase in the number of elected Directors serving, terms shall be established so that the terms of approximately one-third (1/3) of the Directors expire each year. Directors may be re-elected and shall serve until their successors are elected.
3.3 REMOVAL OF DIRECTORS. Any Director with three (3) consecutive unexcused absences from regular meetings of the Board of Directors shall be automatically removed. An excused absence is any absence that is reported to the President at least 12 hours in advance of the meeting.
3.4 VACANCIES. Vacancies occurring in the Board of Directors by reason of death, resignation, removal, or other inability to serve may be filled by vote of the board of directors at its next meeting. Any Director so appointed shall serve for the unexpired portion of the term of the vacated position.
3.5 ANNUAL MEETING. The annual meeting of the Board of Directors shall be held directly following the annual meeting of members. At the annual meeting, the Board of Directors shall elect officers and consider such other business as may properly be brought before the meeting. If less than a quorum of the Directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.
3.6 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at such times and places as the Directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the Directors. Special meetings of the Board may be called by the President or by the Secretary, and shall be called by the President or Secretary upon the written request of any two (2) Directors.
3.7 NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS. Written notice of the time and 4 place of all meetings of the Board shall be given to each Director at least five (5) days before the date of the meeting, either personally or by mailing such notice to each Director at the address designated by the Director for such purposes, or if none is designated, at the Director’s last known address or by such other electronic means as is available. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. Notice of any meeting of the Board may be waived in writing before or after the meeting.
3.8 ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote, if all of the Directors or committee members entitled to vote thereon consent in writing. Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes. Written consent may be conveyed electronically.
3.9 QUORUM AND VOTING REQUIREMENTS. A majority of the Directors then in office and a majority of any committee appointed by the Board constitutes a quorum for the transaction of business. The vote of a majority of the Directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws or the Articles of Incorporation. A member of the Board or of a committee may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.
3.10 POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall have charge, control, and management of the business, property, personnel, affairs, and funds of the Corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these bylaws, the Articles of Incorporation or the laws of the State of Michigan, recognizing the powers retained by the members. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon of Directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the Corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purposes.
3.11 COMPENSATION. Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the Corporation from purchasing insurance as provided in Section 4.4 nor shall it prevent the Board of Directors from providing the reasonable compensation to a Director for services which are beyond the scope of his or her duties as Director or from reimbursing any Director for expenses actually and necessarily incurred in the performance of his or her duties as a Director.
3.12 EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS. The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, and such authority may be general or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the President or any Vice President and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer may execute such instrument on behalf of the Corporation.
IV – OFFICERS
4.1 OFFICERS. The officers shall be a President, a Secretary and a Treasurer. There may also be one or more Vice Presidents and such assistant officers as the Board of Directors deems appropriate.
4.2 ELECTION AND TERM OF OFFICE. All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the Board of Directors at its annual meeting. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.
4.3 REMOVAL. Any officer may be removed with or without cause by the vote of a majority of the Directors then in office at any regular or special meeting of the Board of Directors.
4.4 VACANCIES. In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.
4.5 PRESIDENT. The President shall be the chief executive officer of the Corporation, and, as such, under the direction of the Board of Directors shall have power, on behalf of the Board of Directors, to perform all acts, execute and deliver all documents and take all steps that the President may deem necessary or desirable in order to effectuate the actions and policies of the Board.
4.6 VICE PRESIDENTS. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Board of Directors or the President. When Vice Presidents have been elected, one or more such Vice Presidents shall be designated who shall perform the duties of the President in the President’s absence.
4.7 SECRETARY. The Secretary (or, in the Secretary’s absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the Board of Directors, shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the Corporation (except as otherwise provided in these bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors.
4.8 TREASURER. The Treasurer (or, in the Treasurer’s absence or incapacity, an Assistant Treasurer) shall have charge of the funds of the Corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the corporation; and shall render reports from time to time as requested by the Board of Directors of his or her activities and the financial condition of the corporation. All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.
4.9 EXECUTIVE DIRECTOR. The Board of Directors may employ an Executive Director to administer and supervise the affairs and business of the corporation. The Executive Director serves ex officio, without the right to vote, on the Board of Directors and all authorized committees. The Executive Director shall, on behalf of the Board, provide the staff support for the recording of minutes, the serving of meeting notices, the keeping of records and documents and attending to correspondence of the corporation. The Executive Director shall oversee any volunteers and promotional efforts conducted in the corporation’s name.
V – INDEMNIFICATION AND LIMITATION OF LIABILITY
5.1 ASSUMPTION OF LIABILITY. The Corporation may assume all liability to any persons other than the Corporation for all acts or omissions of a volunteer director, volunteer officer, or other volunteer occurring on or after January 1, 1988, to the extent permitted by law.
5.2 THIRD-PARTY INDEMNIFICATION. The Corporation may indemnify any director, officer, employee, nondirector volunteer or agent of the Corporation, who was or is serving at the request of the Corporation, who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, nondirector volunteer or agent of the Corporation to the extent permitted by law.
5.3 INDEMNIFICATION TO CORPORATION. The Corporation may indemnify any director, officer, employee, nondirector volunteer or agent of the Corporation, who was or is serving at the request of the Corporation, and who was or is a party, or is threatened to be made a party to an action by or in the right of the Corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation. However, indemnification shall not be made for a claim, issue or matter in which the person has been found liable to the Corporation.
A director or volunteer officer shall not be indemnified or otherwise protected from liability to the Corporation for money damages for any action taken or any failure to take any action as a director or volunteer officer for any of the following:
a. The amount of a financial benefit received by a director or volunteer officer to which he or she is not entitled.
b. Intentional infliction of harm on the Corporation.
c. A violation of section 551 (participating in illegal dividends, distributions, or loans)
d. An intentional criminal act.
e. A liabilty imposed under section 497(a) (liability imposed upon termination of a derivative proceeding due to it being started or maintained in bad faith or without reasonable cause).
5.4 INSURANCE. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have power to indemnify such person against such liability under the preceding sentence. The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.
VI – MISCELLANEOUS
6.1 COMMITTEES. The Board of Directors may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees. The Board of Directors may establish one or more executive committees within the limits prescribed by law.
6.2 AMENDMENTS.These bylaws may be amended by majority vote of the members if at least 50% of membership is present in person or by proxy at a meeting of the membership, provided a notice setting forth the amendment or a summary of the changes to be effected thereby is given to each member entitled to vote thereon in the manner and within the time provided in these bylaws for notice of the meeting. No amendment inconsistent with the Articles of Incorporation shall be effective prior to amendment of the Articles of Incorporation.
6.3 CONFLICT OF INTEREST. At all meetings of the Board of Directors, any Director having a relevant ownership interest in any contracts or other arrangements being considered by the Board of Directors shall disclose the conflict of interest and excuse him/herself from the meeting during the deliberation. Volunteer activities with other charities may also be considered a conflict of interest, depending upon the circumstances. Any Director having a relationship with another charitable organization with which contracts or other arrangements are being considered by the Board of Directors shall disclose the relationship and ask the remaining Directors to determine whether a conflict or duality of interest shall prevent the Director from participating in the discussion and/or vote regarding the issue. The remaining Directors shall consider the extent of the relationship between the Director and the charitable organization and the likelihood that the type of contract or arrangement being considered would benefit the Director. All Directors shall complete a questionnaire at the annual meeting disclosing any relevant ownership and other interests.