Bylaws of Williamsburg Players
Major revision: August 7, 2005
Revised: August 14, 2011
Article I - Identification
- Name. The name of the theatre group shall be the
Williamsburg Players, Inc.,
herein also known as the Players.
- Status. The Williamsburg Players is a nonprofit
and is exempt from Federal income taxation under the provisions
of Section 501(c)3 of the Internal Revenue Code.
- Purpose. The Williamsburg Players exists to offer the greater
Williamsburg community an opportunity to participate in all aspects of
Article II - Membership
- Membership. Any person who is interested in the
development of the Williamsburg Players
and who supports its purposes and programs is eligible for
membership. Annual membership is obtained either:
Membership as defined in b and c above may not include a ticket to
each production of the regular season of the Players. Membership
always excludes admissions to special events, off season shows, or
other theatre activities unless specifically noted.
- through purchase of dues as specified in II.3;
- through application to and approval by
the Board of Directors; or
- through Honorary Memberships that
the Board of Directors may bestow
for faithful or special services.
- Season and ticket prices. The Board of Directors shall fix annually
a scale of season subscription prices and ticket prices for regular,
student or other special admissions. In addition, the Board shall fix a
scale of supplemental contributions which shall entitle the donor to an
- Dues. The payment of annual dues shall consist of:
- The purchase of any donor-level season subscription
(see II.2); or
- The purchase of a season subscription plus donations
which together exceed the cost of purchasing a general
admission ticket for each show.
- Term. The term of membership shall be annual, extending until
the first of September following the fiscal year
in which purchase is made.
- Privileges. All members may vote on all matters duly presented at
any meeting of the membership, may hold any office of the Corporation in
accordance with these Bylaws, may attend Corporation meetings, and may
participate in all Corporation activities.
Article III - Membership Meetings
- Annual Meetings. Members of the Corporation shall meet regularly
once a year for the election of the Board of Directors and the
transaction of such other business as may duly be brought before
them. The annual meeting of the membership shall be held no later than the
last day of August of each year.
- Special Meetings. Special Meetings of the membership may be
called at any time by the President, the Board of Directors, or a group
of members constituting at the time at least one-tenth of the membership
of the Corporation.
- Notice. Notice of time and place of every regular and
special membership meeting shall be mailed or publicly advertised not
less than ten days prior to the meeting.
- Quorum: A quorum shall consist of twice
the number of Directors elected and serving, plus one.
- Voting. Only members of the Corporation may vote in any
membership meeting, and the President or other presiding officer may
require proof of membership as a condition to voting.
Article IV - Board of Directors
- Composition. The Board of Directors shall consist of not
more than thirteen persons.
Board members are either Officers,
as described in Article V.1,
No Board member may serve as Director-at-Large
if an Officer position is available, unless approved by
a majority vote of the Board.
- General Powers. The affairs of the Corporation shall be
managed by the Board of Directors, in which shall be vested all powers
of the Corporation except as otherwise provided in the articles of
Incorporation and these Bylaws.
- Indemnification. Every member of the Board of Directors
shall be indemnified by the Players against all costs and expenses
reasonably incurred resulting from any action or suit to which
the Director may be a party by reason of being a Director,
except in matters in which it is shown that the Director
acted in bad faith or willful misconduct in the performance
of the Director's duties. Such expenses shall include attorney's
fees, damages, and reasonable amounts paid in settlement.
- Qualifications. All Directors must be members of the
Corporation in good standing
and holders of a season subscription.
- Disqualifications. In order to avoid a conflict or the
appearance of a conflict of interest in either developing the programs
or safeguarding the assets of the Corporation, no more than one
person from the same immediate family may serve simultaneously on the
Board. The Board is empowered to add further, similar
- Election. New Directors shall be elected to the Board at the
annual meeting and shall be done by majority vote of the membership.
No fewer than four Directors shall be elected at each annual meeting
and shall hold office for three years or until their successors shall
have been elected and qualified.
- Term Limit. No Director may serve for more than three successive
terms. In order to become eligible to serve again as a Director, a
member must not be a Director for a period of twelve (12) calendar
- Removal. Any Director may be removed for cause by a two-thirds
vote of those Directors elected and serving. Cause shall be defined to
include, but not limited to: misuse of Corporation funds or property;
conduct as a Director prejudicial to the name or success of the
Corporation; gross neglect of the duties and responsibilities incident
or assigned to the office of Director; or repeated absences from Board
- Vacancies. A vacancy in the Board of Directors shall occur
automatically when a Director (a) is removed from office under the
provisions of IV.8 above; (b) leaves the community permanently; (c)
resigns the position in writing; (d) discontinues membership in the
Corporation; or (e) fails, willfully or without explanation, to
attend three consecutive meetings of the Board. The remaining
Directors may select a member of the Corporation to fill the vacancy
until the next annual or special meeting, at which time a Director
shall be elected to serve out the remainder of the term.
- Meetings. Meetings of the Board of Directors shall be held at
least four times per year at times and places fixed by resolution of
the Board, or upon call of the President. The Secretary or officer
performing the duties of the Secretary, shall give each Director not
less than 48 hours notice of every meeting of the Board.
- Closed Meetings. Meetings of the Board of Directors are
normally open to members of the Corporation. The Board,
by a majority vote, may go into closed session to discuss
personnel or real estate matters.
- Quorum. A simple majority of the Directors elected and
serving at the time of any meeting shall constitute a quorum for the
Board of Directors.
- Policy and Procedures. The Board of Directors may establish,
terminate, or modify Policies and Procedures, which must be approved
by a majority vote of the Board and must be recorded in the minutes.
Article V - Officers and Committees
- Chief officers and their duties. The chief officers of the
Corporation and their respective duties shall be:
- the President, who shall be the chief executive officer of the
Corporation with responsibility for general supervision of the affairs
of the Corporation, shall act as Chairman of the Board of Directors,
preside at membership meetings, sign or countersign all contracts and
other instruments of the Corporation, report to the annual membership
meeting, and perform all other such duties as are incident to the office
or are properly required by the Board of Directors;
- the Vice President, who shall assume the duties of
the President in the event of an unspecified or
unexpected absence of that officer.
The Vice President shall exercise specific oversight of all business
and financial operations,
and shall be the coordinator of all long-term contracts and mortgages,
working with the Treasurer and the director providing assessment and analysis.
- the Secretary, who shall issue notices of meetings,
keep minutes of meetings, handle Corporation
correspondence, sign with the President such instruments as require such
signatures, and make such reports and perform other such duties as are
incident to the office or are properly required by the Board of
- the Treasurer, who shall have custody of all Corporation funds
and shall deposit the same in the name of the Corporation in such bank
or banks as the Directors shall direct, disburse funds as stipulated
by the Board of Directors, keep the books of the Corporation in order
and open to inspection at any reasonable time by any member, present
such books in good order at least once in every fiscal year for
examination by an auditor or auditors as directed by the Board of
oversee the preparation of the annual federal tax report,
and perform all other such duties as are incident to the
office or are properly required by the Board of Directors; and
- the following duties:
- Media Relations
- Advertising and Fund Raising
- Season Development;
- Special/Educational Events;
- Business/Government Relations;
- General Powers. The above officers shall have daily operating
responsibility for the affairs of the Corporation.
- Qualifications. All officers named in Article V.1 shall be
members of the Corporation and also duly elected members of the Board
of Directors as prerequisites to standing for office.
- Election. All officers shall be elected by the Board of
Directors at the first regular meeting of the Board following the
annual membership meeting for terms not to exceed one year or until
their successors shall have been elected and installed.
- Removal. Any officer may be removed from office by two-thirds vote
of the Directors elected and serving.
- Ad Hoc Committees. Unless otherwise specified in these Bylaws, the
President or the Board of Directors may establish ad hoc committees or
task forces, designate the chairman and members of such committees, and
prescribe their duties. The President shall be a member, ex officio, of
- Staff positions may be established by the Board for specific areas
of responsibility as needed and will report to a designated member of
the Board of Directors:
- Box office
- Publication editors for the playbill and the newsletter
- Web master
- House (concessions and ushers)
- Facilities scheduling and master calendar
- Season selection/development
- Master costumer
Specific functional areas, to include, but not limited to,
public relations, media advertisement, and individual contracts
may be assigned by the President to an individual Board member
as an additional duty, based on the individual's
availability and proven expertise.
Such assignments are in addition to the duties normally inherent in
that Board member's position.
An Executive Committee shall be established, consisting of the corporate officers
listed in Article V, paragraphs 1a through 1d to address concerns requiring
immediate consideration. Any such actions will be reported to the Board
at the next regularly scheduled meeting.
Article VI - Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
July in each year and shall end on the thirtieth day of June of the
Article VII - Fairness
In the recognition that no set of Bylaws can cover all circumstances,
in the event of an issue arising which is not covered by these Bylaws
or Policies and Procedures, the issue shall be decided upon the
basis of fairness, the good of the Players, and common sense.
Article VIII - Miscellaneous
- Rules. The rules contained in Roberts Rules of Order
revised shall apply in all cases to which they are applicable, and in
which they are not inconsistent with these Bylaws or the special rules
of order established by the Board of Directors.
The President is permitted to vote at meetings of the Board.
Similarly, the Director of a standing committee
is empowered to vote at meetings of the
- Amendments. These Bylaws may be amended by a vote of
two-thirds of the members
voting at any annual or special meeting of the membership, a
quorum being present, where such proposed action has been announced in
the call and notice of such meeting.
Article IX - Dissolution
In the event of the dissolution or termination of the organization, any
real property will be made available at no cost by donation to similar
area non-profit theater organizations to include the Drama departments
of the College of William and Mary, Thomas Nelson Community College,
and Christopher Newport University,
and any other assets remaining after the payment of the
organization's debts and liabilities shall be transferred to another
organization for the benefit of the citizens of Williamsburg,
James City County, and the Bruton District of York County at the
discretion of the Board of Directors. No officer or member of the
Williamsburg Players shall receive any portion thereof.