The Players By-Laws
(Revised 2020)
ARTICLE I
Name, Location, Purposes, and Seal
Sec. 1. The name of this corporation is “The Players”.
Sec. 2. This corporation is located in Providence, Rhode Island
Sec. 3. The corporation is constituted for the purpose of maintaining a literary organization for the amateur performance of theatrical productions and social events by its members and invited guests.
Sec. 4. The seal of the corporation shall be circular in form having in the center the words and figures “INCORPORATED 1910 RHODE ISLAND” and having around the circumference the words “THE PLAYERS PROVIDENCE”.
Sec. 5. The corporation shall be hereinafter in these By-Laws referred to as the “Club”
ARTICLE II
Membership
Sec. 1. The membership of the Club shall consist of regular and honorary members. Other types of membership may be created, as deemed necessary, by a majority vote of the Board of Managers. There shall be such honorary members as the Board of Managers shall, from time to time, determine and elect.
Sec. 2. Every candidate for membership shall be proposed by a member of the Club. All proposals shall contain at least the full name and address of the candidate; shall be submitted by the candidate and the proposer; and shall be sent to the Chair of the Membership Committee. All candidates for membership must be approved by the Board of Managers by majority vote in due course at the next regular or special meeting of the Board, after the receipt of the proposals by the Board.
Sec. 3. Any person who has attained distinction in the field of dramatic art or who has rendered extraordinary services to the Club may be elected an honorary member. The definitions and qualifications of the three categories of honorary membership shall be as follows:
a) President Emeritus(a): The President Emeritus(a) shall have served with extraordinary distinction for many years in both Club administration and play production. The President
Emeritus(a) shall have served as President of the Club and must have attained at least twenty-five (25) years of active membership in the Club. The President Emeritus(a) is a lifetime position and, as such, shall be limited to only one (1) person serving in this capacity at any one time. In the event of a vacancy, the position need not be filled.
b) Honorary Vice President: An Honorary Vice President shall have been an active participant in play production and shall have made significant contributions in a variety of administrative positions. An Honorary Vice President shall have been an active member of the Club for at least twenty-five (25) years. The Honorary Vice President(s) is a lifetime position and, as such, shall be limited to only two (2) persons serving in this capacity at any one time. In the event of a vacancy, the position need not be filled.
c) Honorary Member: Any person who, through many years of active membership, service, and dedication, has consistently made an outstanding contribution to the Club may be elected an Honorary Member.
Candidates for Honorary Membership (a, b, and c above) shall be proposed in writing and seconded only by members of the Board of Managers at a regular meeting of the Board. Such proposal shall be acted upon at the next regular meeting of the Board. The vote of a majority of the members of the Board present at such regular meeting shall be necessary to elect a candidate for honorary membership.
Any Honorary Membership is a lifetime position which shall be exempt from paying Club dues. Furthermore, any Honorary Member shall be entitled to attend and to participate in Board meetings. An Honorary Member shall not have a vote at Board Meetings, with the exception of President Emeritus(a). Honorary membership shall not preclude any person from holding any other office or position in the Club.
Sec. 4. The Board of Managers shall have the authority, for cause, to terminate the membership of any member of the Club by the affirmative vote of not less than a majority of the members of the Board. “For cause” shall include (i) any inappropriate behavior of or by a
member occurring on or abutting The Players’ facilities at any time which places The Players in a poor light or brings harm to or ill-repute upon the Club; (ii) the member’s failure to pay past due membership dues; (iii) a member who engages in criminal, disruptive or tumultuous conduct; or (iv) any other reason that, in the judgment of the Board of Managers, is in the best interest of the Club.
Sec. 5. Any member may terminate membership in the Club by giving written notice of resignation to the Secretary before October first of the next Club year, provided all indebtedness of said member to the Club shall have been discharged.
ARTICLE III
Dues
Sec. 1. The annual dues of members and the payment schedule thereof shall be determined by the Board of Managers. Payment of dues shall entitle a member to all privileges of the Club, including one (1) ticket per play in accordance with the plan selected by the member. Sec. 2. The annual dues shall be due and payable upon receipt of the billing notice. If any member shall fail to pay dues within thirty (30) days of receipt, the member shall receive a reminder notice. A list of unpaid members shall be provided to the Board for further review and action.
Sec. 3. Any person whose membership shall have lapsed for nonpayment of dues may be restored to membership by majority vote in due course at the next regular or special meeting of the Board of Managers upon payment of said dues.
Sec. 4. If a member-elect shall fail to pay his/her dues within thirty (30) days after receipt of notice of his/her election from the Club, his/her election shall be void.
Sec. 5. Honorary Members shall be exempt from the payment of dues.
ARTICLE IV
Meetings of the Club
Sec. 1. The Club year shall begin on the first Wednesday of June in each year.
Sec. 2. The annual meeting of the Club for the election of officers and other business shall be held on the first day of the Club year, unless some other date is determined as necessary and set by the Board of Managers.
Sec 3. Special meetings of the Club shall be called by the Secretary at the written request of three (3) members of the Board of Managers or of twenty-five (25) members of the Club.
Sec. 4. At any meeting of the Club, twenty-five (25) members present in person or by proxy shall constitute a quorum. Each member so present shall be entitled to one (1) vote. Sec. 5. The Secretary shall give at least a fifteen (15) day notice in writing of any meeting of the Club.
Sec. 6. The Board of Managers shall hold regular monthly Board meetings on the third Thursday of each month or on such other days as the Board may determine. The President may call additional meetings as deemed necessary without the required fifteen (15) day written notice (electronic or otherwise) by the Secretary. Five (5) voting members of the Board shall constitute a quorum.
Sec. 7. Board members are required to attend all Board meetings during their elected term. Any Board member who misses two (2) monthly Board meetings consecutively, without good reason, is subject to removal from the Board by vote of the Board of Managers.
ARTICLE V
Officers and Board of Managers
Sec. 1. The officers of the Club shall consist of a President, a Vice President, a Secretary, and a Treasurer.
Sec. 2. The Board of Managers shall include the officers and members as herein defined:
a) Six (6) Managers (in two groups of three) who shall serve overlapping two-year terms.
b) Three (3) additional members who shall serve as chairs of the following committees: Building and Grounds, Production, and Membership.
Sec. 3. The Board of Managers, inclusive of the Officers (and the
President Emeritus(a), if there is one), shall be empowered to vote at monthly Board meetings.
ARTICLE VI
Election Of Officers
Sec. 1. A President, a Vice President, a Secretary, and a Treasurer shall be elected at the Annual Meeting each year and shall serve until their successors have been elected and shall have qualified. At such meeting, three (3) Managers shall be elected who shall serve for a term of two (2) years.
Sec. 2. The three (3) additional members of the Board of Managers shall be elected by the Board of Managers at their meeting immediately following the Annual Meeting to serve for a term of one (1) year. Each of these members so elected, as designated by the Board of Managers, shall be and act as chair of the following committees: Building and Grounds, Production, and Membership. Such members so elected shall be eligible for re¬election without limit as to terms. At any time during any Club year, the Board of Managers may change the date of the election of its additional members in order to best carry out the purposes of the Club and may, in its discretion, change from time to time the personnel, including the chair, of any committees, except the six (6) members of the Production Committee elected in accordance with the provisions of Article X, Sec. 1.
Sec. 3. Any person who has been elected at the Annual Meeting and has served for two (2) consecutive years in any one office, except the offices of Secretary and Treasurer, and except those members of the Board elected under the provisions of Article VI, Sec. 2, shall be ineligible for immediate re-election to that office.
Sec. 4. The Board of Managers shall, at its monthly March meeting, elect a Nominating Committee of three (3) members, not members of the Board of Managers. This committee shall name its own chair and shall propose a slate of nominees, members of the Club, for each of the offices to be filled at the annual election. No member of the Nominating Committee can be nominated for any office or Board position. They shall, by April 15th prior to the Annual Meeting, send their list of nominees in writing to the Secretary of the Club, who
shall, in turn, submit the report to the entire membership in writing, together with notice of the Annual Meeting, not less than thirty (30) days prior to the Annual Meeting. Counter nominations for any office to be filled may be made by twenty-five (25) members of the Club in writing, naming the office and proposed counter nominee, and sent to the Secretary not later than fifteen (15) days prior to said annual election. The Secretary shall mail a list of counter nominees to the membership upon receipt of same and shall include the names of the original nominees for the offices to be filled. Nominations for office may be made in no other manner, and specifically, no nominations for office may be made from the floor at the Annual Meeting.
Sec. 5. Vacancies occurring in any office during the Club year will be filled only by vote of the Board of Managers. Any persons so elected shall hold office until the next Annual Meeting of the Club.
ARTICLE VII
Duties of Board of Managers
Sec. 1. The Board of Managers shall set Club policy and shall maintain the entire management of the Club.
Sec. 2. The Board of Managers shall have the authority by majority vote to remove, for cause, any officer or Board member who acts, in the opinion of the Board, to the detriment of the Club. The same standard for cause for removal of a member shall be used herein. (See Article II, Section 4.)
ARTICLE VIII
Duties of Officers
Sec. 1. President
The President shall be the chief executive officer of the Club. The President shall preside over Board meetings and meetings of the Club. The President shall appoint an auditor and legal and /or financial counsel whenever necessary. The President shall assign special duties to Officers and Managers as deemed necessary. The President shall oversee and administer the objectives and policies of the Club, subject to the control of the Board of Managers. The President shall have the authority to sign all formal obligations of the Club. The President shall be responsible for appointing all non-voting committee chairs.
Sec. 2. Vice President
The Vice President shall preside at meetings in the President’s absence. The Vice President shall perform all the duties of the President in the event of the absence or inability of the President to act. The Vice President shall perform the duties assigned by the President.
Sec. 3. Treasurer
The Treasurer shall be the chief financial officer and chief accounting officer of the Club. The Treasurer shall be in charge of financial affairs, funds, and valuable papers, and shall keep full and accurate records. Transactions involving securities shall be administered by the Treasurer with the assistance of financial counsel. The Treasurer shall have such other duties and powers as are designated by the President. The Treasurer must meet all obligations in a timely manner. The Treasurer shall provide the Board with financial reports at every meeting. The Treasurer shall have the authority to sign all formal obligations of the Club, including, without limitation, filing appropriate documents with state and federal regulatory agencies to ensure the 501(c)(3) status of the Club is current at all times.
Sec. 4. Secretary
The Secretary shall take and keep records, attendance, and minutes of all meetings of the Board of Managers, and the Annual Meeting. The Secretary shall distribute the minutes of the past meeting to the individual Board members prior to the opening of the next meeting. The Secretary shall be responsible for the general correspondence of the Board. The Secretary shall be responsible for compiling the Annual Report. The Secretary shall notify Board members of all Board meetings, and all Club members of the Annual Meeting. The Secretary shall, where appropriate, call the roll on all votes of the Board of Managers and shall report the results immediately.
Sec. 5. Immediate Past President
The retiring President will serve in an advisory capacity to the Board of Managers for a term of one (1) year.
ARTICLE IX
Committees
Sec. 1. The following shall be considered standing committees: Production, Ushers, Program, Newsletter, Publicity, Membership, Library, Green Room, Benefit Nights, Community Outreach, Vice President’s, Hospitality, Finance, Endowment, Costume, Fundraising, Long-Range Planning and Building and Grounds.
Sec. 2. The Board of Managers may eliminate existing committees, except Membership, Production and Buildings and Grounds, and establish such other committees as they may deem necessary and shall define their duties.
Sec. 3. The Board of Managers may, at its discretion, appoint a General Manager and define the duties. The General Manager shall report to the President.
Sec. 4. The Board of Managers may at its discretion appoint a Technical Manager and define the duties. The Technical Manager shall report to the President.
ARTICLE X
Composition and Duties of Committees
Sec. 1. Production Committee
The Production Committee shall consist of the Production Chair, six (6) members from the general membership elected by the Board of Managers, the President (ex officio), and the Technical Manager (ex officio). At the first meeting of the Board held after each Annual Meeting, three (3) members shall be elected to serve for a period of two (2) years. None of the said six (6) members shall be elected to succeed him/herself.
The Committee shall be responsible for the selection and proposal of five (5) major productions for the ensuing year, subject to the approval of the Board of Managers. Such proposal shall be submitted no later than the monthly June Board Meeting. This proposal shall include an estimated budget of each individual show.
The Committee shall be responsible for providing a Producer and Director for each major production and proposed production dates.
The Committee shall attend auditions and cast the major productions with the Director and the Producer.
The Committee shall oversee the Producer in ensuring payment of membership dues of all cast and crew members before the first rehearsal.
The Committee shall be responsible for notifying all who have auditioned in a timely manner as to whether or not they are cast.
The Committee shall be available to aid the Producer in staffing the show, if necessary.
The Committee shall, by majority vote and with the Producer, replace the Director if it deems it necessary.
Vacancies occurring in the Committee shall be filled through the recommendation of the President, in conjunction with the Production Chair, only by the vote of the Board of Managers. Any person so elected shall hold that position through the end of said term.
Sec. 2. Ushers Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for adequately staffing each performance of the main stage productions.
Sec. 3. Program Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall prepare a program for each major production.
The Committee shall submit the program to the Producer for final approval prior to printing. The Committee shall arrange for program printing and delivery to the Playhouse prior to the first benefit performance.
Sec. 4. Newsletter Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall prepare a newsletter, incorporating a ticket application for each major production, and shall be responsible for publishing and disseminating the newsletter in a timely manner.
Sec. 5. Publicity Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for all media promotion.
The Committee shall be responsible for photographs and copy for media publicity.
The Committee shall be responsible for cast and crew publicity photographs.
The Committee shall be responsible for the pre-season promotional presentation, in an artistic fashion, of the upcoming major productions.
The Committee shall work in cooperation with the Membership Committee.
Sec. 6. Membership Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for all efforts to seek new members and to retain present members.
The Committee shall be responsible for all records of membership. It shall work in cooperation with the Publicity Committee and the General Manager.
Sec. 7. Library Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for the safekeeping and inventory of all scripts, programs,photographs, and audio-video tapes/DVD’s.
The Committee shall be responsible for the maintenance of these records in alphabetical order for easy reference.
The Committee shall be responsible for all library items loaned and returned.
The Committee shall be responsible for the book collection and memorabilia.
The Committee shall be responsible for assembling, framing and displaying the annual cast photos.
Sec. 8. Green Room Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall provide a learning center for all aspects of theatre production and shall produce samples of its work for the membership.
Sec. 9 Benefit Nights Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for promotion of seasonal productions to community organizations.
The Committee shall be responsible for booking of all benefit performances and be in attendance for said performances.
Sec. 10. Vice President’s Committee
The Committee shall consist of the Vice President as Chair and others designated by the Chair.
The Committee shall be responsible for all social functions.
The Committee shall be responsible for the accounting of all funds appropriated to and received for social activities and shall report this to the Board of Managers.
The Committee shall work in conjunction with the Membership Committee to provide staffing at all Club events to promote and facilitate new membership .
Sec. 11. Hospitality Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for the presentation of the Club’s hospitality after performances.
Sec. 12. Finance Committee
The Committee shall consist of a Chair and others designated by the Chair, and shall include, ex officio, the Treasurer, President, Vice President, Building and Grounds Chair, Technical Manager, Membership Chair, General Manager and Production Chair.
The Committee shall collect individual budgets and shall prepare and
present an annual budget to the Board of Managers for discussion and approval by the August Board meeting.
Sec. 13. Endowment Committee
The Board of Managers shall appoint three (3) trustees who shall be responsible for managing and maintaining the funds and investments that comprise the Sarah Minchin Barker Endowment, created with a grant from the Estate of Sarah Minchin Barker on March 1, 1995 (the “Endowment”).
The trustees are considered fiduciaries and shall possess all of the discretionary powers, duties, rights and obligations which are provided for under Rhode Island law, including, without limitation, the right to hire and retain investment advisors whose fees shall be paid from the corpus of the Endowment.
With the exception of paying investment advisors, the trustees are not authorized to make any expenditures from the Endowment without the express approval of a majority of the Board of Managers.
The Endowment funds and investments shall be used solely for the preservation, maintenance, furtherance and betterment of the principles and purposes sought to be accomplished by The Players, including the production and performance of live theatre, the establishment of educational scholarships and the promotion of charitable, social and civic events.
Sec. 14. Building and Grounds Committee
The Committee shall consist of a Chair and others designated by the Chair.
The Committee shall be responsible for alterations, repairs, and maintenance of buildings and grounds utilized by the Club.
The Committee shall be responsible for the Club’s house furniture and fixtures, and for their cleaning, maintenance, and replacement.
The Committee shall be responsible for the hiring and firing of building and security employees, for determining their wages, and for maintaining reports as to their performance. The Committee shall be responsible for security at all times.
The Committee shall be responsible for the inventory, control of all keys, report to the Board of Managers and coordinate with the
Finance Committee.
The Chair shall report on a regular basis to the Barker Foundation, owner of the building.
Sec. 15. Community Outreach
The Committee shall consist of a Chair and any other members designated by the Chair. The Committee will present to the outside community at large presentations and performances without admission fees. These programs will be performed by current members and be representative of the Players’ membership offerings. All works presented to the public must be in keeping with the decorum of the organization as set forth in these by-laws. With the exception of Benefit Nights, the Committee shall handle all other aspects of community relations.
Sec. 16. Costume Committee
The Committee shall consist of a Chair and others designated by the Chair. The Committee shall be responsible for working with the Production Committee to ensure that each mainstage show has a costumer and crew. The Committee shall be responsible for the upkeep of the Costume Room and the Sewing Room. This will include ensuring that costumes belonging to The Players are clean and returned to the Costume Room after the close of each show and that any costumes rented or borrowed from other sources are returned to the owners in a timely fashion.
The Committee shall organize at least one clean-out of the Costume Room per year requesting volunteer help from the membership as needed. The Committee shall be responsible for reviewing all requests for costumes from other groups or individuals. No costume pieces should be removed from the building without the knowledge and approval of the Costume Committee.
The Committee shall maintain a list of all costume pieces on loan and ensure that all items are returned in a timely fashion and in good order.
Sec. 17. Long Range Planning Committee
The purpose of the Long Range Planning Committee (“LRPC”) is to outline successive five-year plans, or as often as deemed necessary, for the Club. It is recognized that each standing committee of The Play
ers has lists of needs, e.g. Costumes has specific expenses in order to protect, preserve and cull their inventory; Buildings & Grounds must preserve and maintain roofs, windows and other facility structures; the Club also has technical needs such as lighting, sound, wiring expenses, etc. In this regard, each committee submits those needs with specific costs to the LRPC.
The LRPC prioritizes those needs of The Players from each committee and includes a Development or Fund-raising component to meet those needs over the next 5 years as their recommendation to the Board of Managers.
The LRPC will then send recommendations to the Board of Managers for approval and implementation. The LRPC will monitor progress and make appropriate changes to the plan as needed. Additional Long Range items such as dues increases, attracting younger members, wine and beer concession, web-site design and monitoring, etc. could be referred to other committees, such as Fund-raising, Membership, Treasurer (Finance Committee).
Sec. 18. Fundraising Committee
The Committee shall be led by a Chair who, along with other members as appointed by the President, shall plan fundraising events to support the goals of the LRPC and any other financial needs of The Players. All such fundraising events must be presented to and approved by the Board of Managers.
ARTICLE XI
Amendment To The By-Laws
Sec. 1. These By-Laws may be amended by a majority of members present or represented by proxy at any Annual Meeting of the Club or at a special meeting called for that purpose.
Sec. 2. The membership shall receive due notice of amendment changes fifteen (15) days prior to such meeting.
Sec. 3. By-laws shall be reviewed in years ending in ‘0’ and ‘5’ for any changes. The By-Laws Review Committee shall consist of the President, Vice President, Secretary and three (3) additional members of The Club.
ARTICLE XII
Indemnification
Sec. 1. The Players hereby indemnifies any officer or Board member of the corporation, whether active or past, against expenses, judgments, decrees, or amounts paid in settlement in connection with defense of any pending or threatened action, suit, or proceedings, criminal or civil, to which any of the above-named individuals is or may be made a party by reason of being or having been such officer, acting in good faith in what that person reasonably believed to be in the best interest of the Cor