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  • Company

Company Bylaws

BYLAWS

of

THE GILBERT & SULLIVAN VERY LIGHT OPERA COMPANY

A non-profit corporation duly organized under the laws of the State of Minnesota

Offices

Bylaw 1. Place. The domiciliary office of the corporation shall be in Minneapolis, Minnesota.

The corporation may have such other offices, either within or without the city of Minneapolis as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

Members

Bylaw 2. Members. The membership of the corporation shall be those people who are involved in the production of a show produced by the corporation, who pay dues, and who request voting rights. Membership in the corporation may be terminated by the request of the member.

Bylaw 2. a. Grandparenting.

Bylaw 2. a. 1. Grandparent Status Defined. Grandparented members of the company shall be those persons who have paid dues for the previous season, and who have sung in a major (fully staged) company show during any two of the previous four seasons, subject to the provisions of Bylaw 2. a. 2 (Maximum Number of Grandparents). Grandparented members of the company will be placed in chorus positions without audition.

For the purposes of this Bylaw a season shall be defined as the time between annual meetings.

Bylaw 2. a. 2. Maximum Number of Grandparents. There will be a maximum of five individuals grandparented for each chorus part, i.e. five sopranos, five altos, five tenors, and five basses. All those grandparented, however, prior to the company’s Annual Meeting 1993, remain grandparented.

Bylaw 2. a. 3. New Grandparents. When an opening for a new grandparented member occurs, that slot will be filled by the member with the greatest level of seniority.

Seniority is calculated as follows:

Those who have been in a greater number of major (fully staged) company shows have higher seniority.

Among those who have sung in the same number, but different shows, those whose appearances are more recent have higher priority.

If two or more people have equal seniority, all those with that level of seniority will be grandparented. This would be a potential, ongoing exception to Bylaw 2. a. 2.

Bylaw 2. a. 4. Declining Grandparent Status. A grandparented member, who would chose not to take a position in the chorus, may chose to decline his / her grandparent slot. Such an individual should notify the Company Board of his / her intent.

If a formerly grandparented member would like to regain their grandparented status, they would need to wait for the next available open slot, in accordance with the Company’s grandparenting procedures as stated in these Bylaws.

Bylaw 2. a. 5. Forfeiting Grandparent Status. An unexcused absence from a dress rehearsal or performance will result in a grandparented member forfeiting his / her grandparent status. For the purposes of this bylaw, a unexcused absence will be a “no call / no show,” when a timely call would have been possible. An individual who loses his / her grandparent status may appeal for an exception to this policy to the company members at a Regular, Special or Annual meeting, subject to the provisions of Bylaws 4 and 5.

Bylaw 2. b. Requirement to be a Member. Membership is not a requirement for involvement in a production.

Bylaw 3. Annual Meeting. The annual meeting of the members of the corporation for the election of the Board of Directors shall be held between March 1st and June 30th at a time and place which shall be fixed by the Board of Directors.

Bylaw 4. Regular and Special Meetings. Regular meetings of the members shall be held at such times and places as shall, from time to time, be determined by the Board. Special meetings of the members may be called by any five (5) members or by the Board of Directors. Five days written notice of the time and place must be given for any special meeting.

Bylaw 5. Quorum. At all meetings of the members, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the members. Proxy voting may be permitted, and the number voting by proxy shall be counted in the number needed for the quorum.

Board of Directors

Bylaw 6. Election of Directors. Eight members of the corporation will be elected by the membership to serve as the Board of Directors for a one-year term. The members of the Board of Directors shall be elected to the following offices:

Producer – the Board’s representative to the production staff.

Treasurer – handles money, collects dues, keeps financial records for the company.

Secretary – handles troupe correspondence, keeps minutes, acts as historian.

Publicity Person – plans and handles publicity for the troupe.

Labour Pool Coordinator – recruits workers to make materials and handle them at show time (sets, props, costumes).

Female Chorus Representative – represents needs, worries of the female chorus.

Male Chorus Representative – represents needs, worries of the male chorus.

Orchestra Representative – represents needs, worries of the orchestra.

The Board will select one of its members to serve as chairperson of the Board.  That person will perform the duties normally ascribed to president.

A simple majority of board members present a board meeting is required to transact business.

Bylaw 7. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be determined by the Board. Special meetings of the Board of Directors may be called by any one member of the Board with five days verbal notice.

Bylaw 8. Quorum. At meetings of the Board of Directors, two-thirds of the members of the Board must be present to constitute a quorum. The act of a majority of the total Board members shall be the act of the Board.

Bylaw 9. Adjournments. Meetings of the Board of Directors may be adjourned from time to time or day to day, or both, upon the consent of a majority of those present. It the reasons for the adjournment appear in the minutes of the original meeting, no further notice as to the time and place of the adjourned meeting need be given other than by announcement at the meeting. At any adjourned meeting at which a quorum of the Directors is present, any business may be transacted which might have been transacted at the meeting as originally notified.

Bylaw 10. Action Without Meeting. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if done in writing, signed by all members of the Board.

Bylaw 11. Record of Proceedings. A secretary or secretary Pro Tem shall keep a record of the proceeding at meetings of the Board of Directors.

Bylaw 12. Removal; Vacancy. A Director may be removed by the vote of a majority of members of the corporation, provided that the notice of the meeting where such removal occurs shall such purpose.

If the office of any Director 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 a majority vote may choose a successor or successors, who shall hold office until the next annual meeting or until a special election called for the purpose shall fill the position.

Bylaw 13. Other Property. In addition to the powers and authorities conferred upon them by these Bylaws, the Board of Directors shall have the power to do all acts necessary and expedient to the conduct of the business of the corporation.

Miscellaneous

Bylaw 14. Checks. All checks or demands for money and notes of the corporation shall be signed by the Treasurer or Chairperson (President), or by such other officers or agents as may from time to time be designated by resolution of the Board of Directors.

Bylaw 15. Directors’ Annual Statement. The Directors shall, at least once a year, present a full and clear statement of the business and condition of the corporation to the members, at such time and place as the directors shall deem fit.

Bylaw 16. Amendment to Bylaws. These Bylaws may be amended, altered, or revoked and new Bylaws may be adopted, amended, altered or revoked, by the vote of two-thirds of the members present at any meeting, provided that notice of such proposed amendments shall have been given to the members prior to such meeting.

Bylaw 17. Fiscal Year. The corporation shall have a fiscal year terminated December 31.

Bylaw 18. Termination or Dissolution. In the event of the liquidation, dissolution, or other termination of the corporate existence, the assets of the corporation shall be distributed as provided by the corporation’s Articles of Incorporation.

Bylaw 19. Reimbursement. The Directors and officers of the corporation shall be entitled to receive such expense reimbursement as may be determined from time to time by the Board of Directors.

Bylaw 20. Indemnification of Persons. To the full extent permitted by Minnesota Statutes, Section 300.02, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever brought, whether civil, criminal, administrative, or investigative, by reason of the fact that he /she is or was a Director or officer of the corporation, or that he / she is or was serving at the specific request of the Board of Directors of the corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the corporation against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him / her in connection with such action, suit, or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall apply only to the extent such a person is not indemnified by such other corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this section shall continue as to a person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of heirs executors, and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section.