ARTICLE 1: (NAME)

The name of the group shall be Milford Area Players (MAP) in all instances both public and private.

ARTICLE 2: (PURPOSE)

Section 1: (STATEMENT OF PURPOSE)

Notwithstanding any other provision of these articles, Milford Area Players is organized exclusively for the following purposes: literary, theatrical and/or educational purposes, as specified in section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.

Section 2: (RESTRICTIONS)

No substantial part of the activities of Milford Area Players shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501(h)). Milford Area Players does not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

ARTICLE 3: (FAIRNESS)

It is recognized that no set of Bylaws can cover all circumstances. In the event of an issue arising that is not covered by these Bylaws or Policies and Procedures, the issue will be decided upon on the basis of fairness, the good of Milford Area Players and common sense.

ARTICLE 4: (MEMBERSHIP, DUTIES OF MEMBERS, VOTING ELIGIBILITY, RUNNING FOR OFFICE)

Membership is open to all interested persons, without regard to Sex, Age, Race, Color, Creed, Handicap Status or National Origin. A person must be a member to participate in any Milford Area Players (MAP) activity, including, but not limited to: actors, actresses, directors, Producer, House Manager and others.

Duties of Members:

•  Active participation in the events of the organization including general meetings, social events, ticket sales, advertising solicitations and/or productions.

•  Service on committees or service as committee chairperson when requested by the officers of the Association.

•  Punctuality at rehearsals and a sober and professional attitude when at rehearsals and during productions.

•  Responsibility and liability for any property owned, leased or borrowed by the group that is in their possession.

•  Offering suggestions for the improvement of the Association.

At the discretion of the Board of Directors, non-members may be utilized for other MAP activities. Members who are fourteen (14) years of age or older may vote. Members younger than 14 may not vote, but shall be accorded all other benefits of membership. A person may become a member by paying the required dues to the Treasurer. Dues may also be paid to another member of the Board, or a duly appointed representative of the Board. In this case, the Board member or representative will give the dues to the Treasurer at the earliest convenience.

The Board will determine the dollar amount of dues. Dues are payable when a person joins Milford Area Players and after that, yearly, by January 31st. The Fiscal Year for Milford Area Players begins January 1st and ends December 31st of the same year.

Only members holding a valid voting Membership of thirty days or more may vote, nominate, be nominated or be elected to office. Dues will be considered paid when the Treasurer, a Board member or a duly appointed representative of the Board has received them. In the event that the dues of a member, due to a mistake, are not properly given to or recorded by the Treasurer, the member shall be determined to be eligible to vote and run for office if it is found that he/she made a good faith effort to pay his/her dues on time. The Vice-President shall make the determination, in accordance with Fairness (see Article 3: FAIRNESS), the good of Milford Area Players and common sense.

ARTICLE 5: (FUNCTIONS & DUTIES OF MEMBERS OF THE BOARD)

The Board of Directors shall consist of at least five members, elected by the MAP membership in accordance with Article 9 (ELECTION OF OFFICERS). A quorum of the smaller of: a) half of the Board Members or b) 5 Board Members is necessary for voting purposes. Meetings shall be conducted in accordance with Robert's Rules of Order . The Board is responsible for the conducting of all group business. The members of the Board have a special obligation to provide personal support and assistance with all MAP activities.

At the first meeting after they are elected, the board members will nominate and elect from within their number the following officers: President, Vice-President, Recording Secretary, Correspondence Secretary, and Treasurer.

Section 1: (PRESIDENT)

The President presides over all scheduled meetings of the Membership, as well as those of the Board of Directors. The President may also call and preside over Special Meetings of the General Membership, as well as the Board of Directors, as circumstances warrant. The President is an Ex-Officio member of all Committees.

Section 2: (VICE-PRESIDENT)

The Vice-President fulfills the functions of the President when the President is unavailable, and is first in succession to the Presidency. In addition, the Vice-President will chair the Playreading Committee, when needed. The Vice-President shall supervise the election process. These duties include, but are not limited to: Taking nominations; Validating membership; Appointing tellers; and Furnishing absentee ballots and instructions for submitting these ballots.

Section 3: (TREASURER)

The Treasurer is responsible for managing all financial and fiscal requirements for Milford Area Players. These duties include, but are not limited to: Maintaining all banking accounts and bank relationships; Reconciling monthly bank account statements; Collecting and depositing all moneys generated by MAP, including performance receipts, member dues, advertising revenues, etc.; Insuring all MAP liabilities are paid in a timely manner; Maintaining all financial and fiscal records; Developing annual and individual performance budgets, and tracking actual income and expenses against said budgets; Maintaining an up-to-date membership list; Filing all required State of NH and Federal tax documents and Generating an Annual Report at the end of each fiscal year. The Board of Directors shall approve all budgets. The Board of Directors shall approve all non-budgeted expenditures in excess of $50.00. The Treasurer is second in succession to the Presidency.

Section 4: (SECRETARIES)

There are two secretaries: Recording Secretary and Correspondence Secretary.

The Recording Secretary is responsible to keep and make available minutes of all General and Board Meetings.

The Correspondence Secretary is responsible for all official correspondence from MAP, including sending thank-you notes for donations and any other correspondence deemed necessary by the Board of Directors

Section 5: (BOARD MEMBERS)

All board members shall be available to chair Committees.

ARTICLE 6: (PRODUCTION FUNCTIONS)

Section 1: (DIRECTOR)

The Director is selected by the Board of Directors and shall be responsible for the artistic interpretation of a production, including, but not limited to: casting, lighting, set design and Stage Manager.

Section 2: (PRODUCER)

The Producer shall be selected by the Board of Directors, in consultation with the Director or, alternatively, appointed by the Board of Directors. The Producer is responsible for all business and operational aspects of the production, including, but not limited to: Production Budget, Publicity, Advertising, Donations, Playbill, Support Staffing, Ticket Sales and Production Logistics.

Section 3: (HOUSE MANAGER)

A specific member of the Board of Directors or designee will be assigned by the Board of Directors to be the House Manager. The House Manager will oversee ticket sales at the door and receipt of funds for each Milford Area Players performance. Keeping accurate records, the House Manager will be responsible for all money taken in at a production and give them to the Treasurer for deposit. The House Manager is responsible for all activities that take place in the outer lobby and is responsible for providing the best service to the audience.

ARTICLE 7: (COMMITTEES)

There shall be Permanent Committees, as established hereunder. Special Committees may be established and terminated by a majority vote of the Board of Directors. The Board of Directors must appoint a Chair to each Committee; the Chair shall be a board member. Committees shall be open to all members, voting and non-voting.

Section 1: (PLAYREADING)

The Vice-President chairs the Playreading Committee. The Vice-President, along with the Playreading Committee, is responsible for finding directors and scripts and submitting them to the Board of Directors for approval.

Section 2: (ESTABLISHMENT OF PERMANENT COMMITTEES)

The voting membership may establish Permanent Committees, other than the above, by passing an amendment to the Bylaws, as described in Article 12.

Section 3: (ESTABLISHMENT OF SPECIAL COMMITTEES)

The Board at its discretion may establish special Committees. If a voting member wishes to initiate the creation of a Special Committee, he/she must submit a proposal to the Board of Directors for its due consideration. The Board of Directors shall notify members of the establishment of any Special Committees at the next General Meeting.

ARTICLE 8: (MEETINGS)

Section 1: (GENERAL MEETINGS)

All General Meetings shall be open to the public. The Board will schedule a minimum of one meeting annually for the purpose of electing officers. Any voting member may request a Special Meeting by submitting a letter to the Board. The Board of Directors will have the final decision as to whether a Special Meeting will be called. Membership will be notified no less than fifteen days prior to a General Meeting. Conduct of general meetings shall be in accordance with Robert's Rules of Order.

Section 2: (BOARD MEETINGS)

Board Meetings will be open to all members and will be held at least quarterly. Conduct of board meetings shall be in accordance with Robert's Rules of Order .

Section 3: (EXECUTIVE BOARD MEETINGS)

The President has the right to call Executive Board Meetings, which will only be attended by the Board of Directors. Conduct of Executive Board Meetings shall be in accordance with Robert's Rules of Order .

ARTICLE 9: (ELECTION OF OFFICERS)

Section 1: (REGULAR ELECTIONS)

Nominations for members of the Board of Directors will be accepted during the month of November, up until December 1st. Any member may nominate any one or more members, including him/herself; however, each nomination must be approved by at least 3 current board members, which may include both the nominator and the nominee. The Vice-President will prepare a slate of nominees and declare them in an Election Notification, which shall be sent to the membership via paper mail or email no less than 15 days prior to the election in January. The procedure on how to cast an absentee ballot will be included in the Election Notification. Absentee voting by paper mail or email shall be allowed.

For each candidate, voters may cast a vote "for", a vote "against", or a vote "no-preference"; a missing vote is considered a vote of "no-preference". Any candidate receiving more "for" votes for than "against" votes is elected to the board.

Newly elected Board members shall assume their duties at the end of the election meeting, and shall serve for approximately one (1) year, until the end of the next year's election meeting.

Section 2: (SPECIAL ELECTIONS)

In the event of a vacancy on the Board, the remaining members of the Board will select a member to fill the unexpired term of the vacated position.

ARTICLE 10: (TELLERS)

The Vice-President shall appoint two tellers and notify the membership of their names and email addresses as part of the Election Notification. The tellers' names cannot appear on the ballot. The tellers' duty is to accept and count votes sent in advance of the election to each teller via email, or to MAP via paper mail, as well as votes cast in person at the Election Meeting.

ARTICLE 11: (DISCIPLINE)

A member may be removed from the Board of Directors or from membership in the organization, or both, for actions deemed harmful to Milford Area Players including, but not limited to, acting in the name of Milford Area Players without authority from the Board of Directors. The removal process will be in accordance with Robert's Rules of Order .

ARTICLE 12: (AMENDMENTS)

These Bylaws may be amended at any General Meeting of the Milford Area Players. Any voting member in good standing may propose amendments, and the membership shall be notified of the proposed amendment(s) in writing or via e-mail, at least 15 days prior to calling a vote. Absentee votes may be returned via paper mail or email, and must be received at least one day in advance of the meeting.

Amendment(s) must be passed by a vote of 2/3 of the sum of the paid, voting members present and voting by paper or email absentee ballot. Such amendments(s) shall be considered operative upon adoption.

ARTICLE 13: (DISTRIBUTION OF ASSETS)

Section 1: (RESTRICTIONS)

No part of the net earnings of Milford Area Players shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

Section 2: (DISSOLUTION)

In the event of dissolution, all of the remaining assets and property of Milford Area Players shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to another organization, to be used in such manner as, in the judgment of a Justice of a court of the State of New Hampshire with appropriate jurisdiction, will best accomplish the general purpose for which this corporation was formed.

ARTICLE 14: (POLICIES AND PROCEDURES)