THE STREETCAR COMPANY ARTICLES OF AGREEMENT
The name of this organization shall be The Streetcar Company (hereinafter, the “Corporation”).
Section 1. Principle Office. The physical address of the Corporation shall be: 206 Gilford Avenue, Laconia, New Hampshire 03246, or at any other location within the State of New Hampshire, as the Board of Directors may determine. The mailing address of the Corporation shall be: PO Box 775, Laconia, New Hampshire 03247.
Section 2. Other Offices. The Corporation may also have offices at such other places, within or outside its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.ARTICLE III Purpose
The object for which this Corporation is established is to provide live theatre productions for the cultural education, entertainment, and inspiration of the community; to encourage and develop the participation for amateurs in all phases of the theatrical arts; to provide a stimulus for participation by amateurs and original talent in acting, directing, producing, stagecraft and any and all phases of theatre; to engage in any and all other legal activity, provided such activity will allow the Corporation to maintain exempt status under section 501(c)(3) of the Internal Revenue Code, as amended from time to time; and to have and exercise all of the powers conferred upon voluntary corporations under Chapter 292 of the Revised Statutes annotated of New Hampshire and the Amendments thereto.
Said organization is organized exclusively for charitable, religious, educational and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
This organization is not organized for profit and no part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by any organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding Section of any future federal tax code.ARTICLE IV
Section 1. The membership of the Corporation shall consist of all persons indicating an interest in the Corporation by providing the Corporation with a name and contact information including at least one of the following: telephone number, email address or mailing address, and who has within the last two calendar years (a calendar year is defined as January 1-December 31) provided to the benefit of a Streetcar production or activity.
Section 2. A list of active members will be kept by the Board of Directors.ARTICLE V
Section 1. The membership shall meet at least one time in a calendar year. The annual meeting shall be held at a time deemed appropriate by the Board of Directors. During this annual meeting the membership will elect the Board of Directors for the next calendar year. All members aged thirteen (13) and above shall be entitled to one vote.
Section 2. Either the President or the Board of Directors may, at their discretion, call a special membership meeting. All minutes of these meetings are open to current members by request.
Section 3. The membership shall be notified of the place and time of the membership meeting of the Corporation through at least one of the following methods: the group’s primary social media platform, email, phone, or US postal mail, at least two (2) weeks prior to the meeting date.ARTICLE VII
Board of Directors
Section 1. Number. The Board of Directors shall consist of at least five (5) and not more than nine (9) representatives who shall be elected as herein provided. At all times there must be at least five (5) representatives who are not of immediate family, blood or marriage relation. The Past President may remain a Board representative for the term of one (1) year after their term of office has ended, provided they fulfilled their entire term.
Section 2. Powers and Duties. The affairs, business and property of the Corporation shall be managed to achieve the purposes described in these bylaws solely by the Board of Directors, the members of which shall consist of such persons chosen in accordance with the Corporation’s bylaws and in a manner not inconsistent with these Articles of Agreement, the Internal Revenue Code and Chapter 292 of the New Hampshire Revised Statutes Annotated. The Board of Directors may delegate such powers to the officers of the Corporation.
Section 3. Access to Records. The Board shall have access to the books and vouchers of the Corporation.
Section 4. Election. A nominating committee consisting of at least two (2) unrelated members of the organization will be established by the Board at least sixty (60) days prior to the annual meeting. They will act on the organization’s behalf to determine which current representatives may wish to be considered active for the following term. They will also determine which members may desire to become a member of the Board. The nominating committee will create a slate of potential candidates for the open positions and present the list of all interested parties to the Board for approval at least 14 days prior to the annual meeting. An open position is defined as the end of one’s term or a vacancy that has not been filled. The approved slate will be presented to the general membership via the organization’s website, primary social media platform, or email at least 10 days prior to the annual meeting. The nomination of any individual not submitted to the nominating committee at least thirty (30) days in advance of the annual meeting will be prohibited and not considered valid for voting consideration. There will be no nominations for officers or Board of Director representatives at the annual meeting. All nominated parties will be presented for election 10 days prior to the annual meeting. Majority vote by current members of voting age will be done by written ballot at the annual meeting. An absentee ballot may be created at the discretion of the current Board of Directors.
From the newly elected Board of Directors, the general membership shall elect Board of Director members to fill open officer positions. All representatives shall have a minimum term of office of two (2) years. The President, Treasurer, one SKYT representative and two representatives will be elected in even years. The Vice President, Secretary, one SKYT representative and one representative will be elected in odd years. In 2019, the elected President, Treasurer, one SKYT representative and two representatives will serve a term of one year.
Nothing herein shall be construed to prevent any of the following:
Each representative shall hold office until the end of their calendar year term, or until the representative sooner dies, resigns, is removed or is otherwise disqualified as a representative. All vacancies for any reason will be publicly announced to the membership within ten (10) calendar days after the Board is notified.
Section 5. Resignation. A representative may resign at any time. Such resignation shall be effective at the time specified in any notice of resignation, or, if no time is specified, upon receipt of such notice by the Board, or earlier at the discretion of the Board. If the resignation is effective at a future time, a successor may be elected before such time to take office when the resignation becomes effective. Such resignation as a representative of the Corporation shall also constitute resignation as an officer and may, in the sole discretion of the Board, constitute resignation as a member of all committees.
Section 6. Vacancies. A vacancy in any position may, in the discretion of the Board, be temporarily filled by the Board at any board meeting and the representative so elected shall serve the remainder of the unexpired term.
Section 7. Removal. A majority of the Board of Directors may remove a member, representative or officer for cause. In any such event, the Board shall give written notice to the person so removed and the effective date of such removal. Removal as a representative of the Corporation shall also constitute removal as an officer and as a member of all committees. Election of a representative or officer shall not of itself create any contract rights. As used herein, “cause” shall include, without limitation, (a) the failure to attend at least one-third (33 1/3%) of the meetings of the Board (including regular or special meetings) in half a calendar year; (b) an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Corporation; (c) any intentional, knowing or reckless action or inaction by a representative or officer which causes the material breach of a representation, warranty or covenant by the representative under any agreement between the representative or officer and the Corporation, or which causes the material breach of any provision of the Articles of Agreement; (d) conviction of a representative by
a court of competent jurisdiction of or a plea of guilty or nolo contendere by a representative or officer to any felony or crime involving moral turpitude; or (e) the willful failure or refusal of a
representative or officer to exercise his or her best efforts to perform his or her duties as a representative or officer.
Section 8. Compensation. The Board shall have the authority to authorize the payment of reasonable expenses actually incurred by representative, officers, or committee members in connection with their duties. The Board shall have the authority to authorize other compensation to be paid by the Corporation to representative, officers or committee members for performance of their duties. Any amount above the IRS standard for tax reporting purposes will follow Federal tax guidelines.
Meetings of the Board of Directors
Section 1. Meetings. The Board of Directors shall meet monthly for at least 10 months of the calendar year. The first 15 minutes of all meetings are open to the general membership unless and/or until the executive committee deems it necessary to move to non-public session. All minutes of public meeting sessions shall be available to any current member upon written request or posted on the organization’s website for current member access. Current members may request in writing, in advance, to be given the opportunity to speak to the Board at any public or non-public meeting session.
Section 2. Special Meetings. All special meetings of the Board of Directors shall be called by the President, or at the request of three (3) members of the Board of Directors, or at the request of a majority of the Executive Committee. Special meetings do not require advance notice.
Section 3. Notice of Meetings. Notice of the meetings, with the exception of special or emergency meetings, shall be communicated to the general membership via the organization’s website, primary social media platform, or email at least two (2) weeks prior to the meeting. Such notice shall state the time and place of the meeting, and the purpose(s) for which the meeting is being held.
Section 4. Quorum and Voting. (a) At any meeting of the Board of Directors, the presence of one-half of the representatives but, in no case fewer than three (3) representatives, shall be necessary for the transaction of business; (b) at all meetings of the Board of Directors each representative shall have one vote; (c) except as otherwise required by law or the Articles of Agreement, all corporate Board actions shall be determined by a vote of a majority of the votes cast at a meeting of representatives, by those representatives entitled to vote and present in person; (d) if a quorum is not present, a lesser number may adjourn the meeting to a further time.
Section 5. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all those representatives entitled to vote consent in writing and if the written consents are filed with the records of the Corporation. Such consents shall be treated for all purposes as a vote at a meeting. The vote shall be effective as of the date the first written consent is signed.
Section 6. Telephone or Electronic Participation. The representatives may participate in their meetings by means of a conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.ARTICLE IX
Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board may from time to time in its discretion deem advisable. These officers shall perform the duties prescribed by these Articles of Agreement.
Section 2. Duties of the Officers. Subject to the direction and supervision of the Board, the principal officers shall have the powers and duties listed below, and such other duties as from time to time may be assigned by the Board.
The President shall:
The Vice President shall:
The Secretary shall:
The Treasurer shall:
Section 3. Election of Officers. The officers will be elected by the general membership at the annual meeting. All officers shall take office at the beginning of the next calendar year, after the meeting at which they are elected. All officers shall serve for a term of two (2) years or until their successors have been duly elected and qualified, or until their death, resignation or removal.
Section 4. Resignation and Removal. Any officer may resign at any time by giving written notice of such resignation to the President or the Secretary. An officer may be removed from office in accordance with Article V, Section 7 above.
Section 5. Vacancies. A vacancy in any position may, in the discretion of the Board, be temporarily filled by the Board at any board meeting and the representative so elected shall serve the remainder of the unexpired term.ARTICLE X
Section 1. General. The Board of Directors may by resolution and to the extent permitted by law, designate from time to time representatives and other members who are not representatives to constitute committees, either standing or ad hoc, which may exercise such powers as are specified in the guidelines appointing them. A majority of the members of any such committee shall be a quorum, may determine its action, and may fix the time and place of its meetings, unless the resolution authorizing such committee shall otherwise provide. The representatives may at any time change the number of or replace members of any such committee, fill vacancies, or discharge any such committee.
Section 2. Executive Committee.
Section 3. Limitations. No committees shall have authority to vote for the dissolution of the Corporation, the distribution of any of its assets other than in the normal course of business, or to fill vacancies on the Board or any committees.ARTICLE XI
The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority in all cases to which they are applicable and when they are not inconsistent with these bylaws and any special rules of order the Corporation may adopt.ARTICLE XII
Right of Indemnification and Reimbursement
Each representative or officer, past and present, of this Corporation, and his/her heirs, executor or administrator shall to the extent permitted by law, and to the extent of the assets of the Corporation, be indemnified and reimbursed by the Corporation against expenses, including counsel fees reasonably incurred by him/her in connection with the defense or reasonable settlement of any suit, action or proceeding in which he/she is made or is threatened to be made a party by reason of his/her being or having been a representative or officer of the Corporation, except if in such action, suit, or proceeding he/she is found to be liable for gross negligence or misconduct in the performance of his/her duties as representative or officer. Such right of indemnification and reimbursement shall not be deemed exclusive of any other rights to which he/she may be entitled by law. The Corporation may, in the sole discretion of the Board, provide insurance against any such liability in such amounts as the Board shall deem appropriate.
No officer or representative of the Corporation shall be liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a representative, an officer, or both, except with respect to (1) any breach of the representative’s or officer’s duty of loyalty to the Corporation or its members; (2) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) any transaction from which the representative, officer, or both, derived an improper personal gain.ARTICLE XIII
Limitation on Compensation
In addition to the limitations set forth in Article V, Section 8, no part of the assets, income or profit of the Corporation is distributable to, or inures to the benefit of, its representatives or officers, or to any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation with respect to one or more of its exempt purposes), except to the extent permitted by the laws affecting exempt status and except to the extent used to further exempt purposes.ARTICLE XIV
Unless otherwise set forth in the Articles of Agreement, the representatives, officers and committee members of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.ARTICLE XV
The Corporation shall not discriminate against any person in any manner on the basis of gender, race, age, religion, handicap, sexual orientation or ethnic origin.ARTICLE XVI
Conflicts of Interest
Section 1. Pecuniary Benefit Transaction. Any possible conflict of interest or any Pecuniary Benefit Transaction (as defined in RSA 7:19-a) on the part of any representative or officer of the Corporation shall be disclosed in writing to the Board and made a matter of record. A Pecuniary Benefit Transaction shall be prohibited unless it is in the best interest of the Corporation and unless all of the following conditions are met:
The transaction is approved by a two-thirds (2/3) majority of the disinterested
Section 2. Notice and Agreement. Every representative and officer shall be advised of this conflicts provision upon assuming the duties of his or her office and annually shall sign a statement acknowledging his or her understanding of an agreement to this conflicts provision.
Section 3. Conflicts of Interest. Representatives and Officers of the Board shall not assume a governing position with another theatrical company (community or professional) during the same time as they are members of the Corporation’s Board. Representatives and Officers are free to be members of, participate in, produce, direct and work on productions with any other theatrical group.ARTICLE XVII
Section 1. Calendar and Fiscal Year. The calendar and fiscal year of the Corporation shall be January 1 through December 31.
Section 2. Receipt and Disbursement of Funds. The Board may designate such other person or persons who in addition to or instead of the Treasurer shall be authorized to receive and receipt for all moneys due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank or banks or with such other businesses or institutions, as the Board may from time to time designate.
Section 3. Other Corporations. Except as the Board may otherwise designate, the President or Treasurer may waive notice of, and/or appoint any person or persons to act as proxy or attorney-in- fact for the Corporation (with or without power of substitution) at any meeting of members or shareholders of any other corporation or organization of which the Corporation is a member or shareholder.ARTICLE XVIII
Capital Stock or Shares
The Corporation does not have any capital stock, shares or membership certificates; therefore, the provisions for retirement, reacquisition and redemption of them is not necessary.ARTICLE XIX
Distributions, Restrictions and Operations
The Board of Directors shall have the power to dissolve the Corporation by a majority vote of all the Board. The Board of Directors shall have the power to dispose of any assets owned by the Corporation, whether real or personal, by a majority vote of all the Board. All meetings regarding such matters will be announced to the general membership via the organization’s website, primary social media platform, or email at least two (2) weeks prior to the meeting.
In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, distribute all assets of the Corporation exclusively for the purposes of the Corporation in such a manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at any time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue laws).
Any of such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated for such purposes.ARTICLE XXI
These Articles of Agreement may be amended by a two-thirds (2/3) majority vote of the Board of Directors voting at any meeting duly called for that purpose. No such action shall be taken, or if taken shall be a valid act of the Corporation, that would in any way adversely affect the Corporation’s tax-exempt qualification under the Internal Revenue Code.
Adopted: November 6, 2019
Note: Article VI (6) remains as documented with the signatures of incorporators dated September 6, 1974
Original to: NH Secretary of State
Copy to: Clerk, City of Laconia
Revised November 6, 2019ober 29, 2019
Glossary of Terms
Articles of Agreement: Bylaws
Corporation: The Streetcar Company
Member: A member is defined as any persons indicating an interest in the Corporation by providing the Corporation with a name and contact information including at least one of the following: telephone number, email address or mailing address, and who has within the last two calendar years (a calendar year is defined as January 1-December 31) provided to the benefit of a Streetcar production or activity.
Board of Directors (Board): Officers and Representatives
Officer: President, Vice President, Secretary, or Treasurer
Executive Committee: all the Officers
Representative: Board Memb