Last Amended 11.10.2025 

BY-LAWS OF THE KENT COUNTY THEATRE GUILD, INC. 

ARTICLE I  Name and Purpose 

Section 1. Name: The following shall be the By-Laws of the above corporation, a non-profit corporation organized under the General Corporation Law of the State of Delaware and hereinafter called the “Guild.” Any of the sections or subsections conflicting with incorporation laws of the State of Delaware shall be considered null and void. 

Section 2. Purpose: The Guild is an all-volunteer, amateur community theater organization, providing live theatrical entertainment to its audiences. It offers performing arts experiences and learning opportunities for anyone willing to participate – people of all ages and backgrounds. 

ARTICLE II  Membership 

Section 1. General Authorities: Except as may be otherwise provided by law, or by the Certificate of Incorporation, or by these By-Laws, the number, qualifications, rights, privileges, dues, fees, responsibilities, terms of membership, and the provisions governing the addition, withdrawal, and suspension of members shall be decided by the Board of Trustees. 

Section 2. Members: The members of the Guild shall be those persons who qualify in accordance with the following sections. 

Section 3. Classification of Members: Members of the Guild shall be classified as follows: 

(1) Active Members - Those members whose dues are current and who actively participate in the functions of the Guild in accordance with the criteria established by the Board of Trustees. 

(2) Honorary Members - Any person who shall be selected to be so honored by the Board of Trustees. 

(3) Life Member - A member, who after a period of at least ten (10) years, has actively participated in the Guild by having paid annual dues and whose contributions to the Guild have made lasting improvements to fiscal and/or artistic well-being and success of the organization, may petition the Board of Trustees for Life Membership. 

Section 4. Voting Qualifications - In order to qualify as a voting member of the Guild, a member must meet the following criteria: 

(1) Must be at least eighteen (18) years of age. 

(2) Must be an Active Member or a Life Member. 

ARTICLE III  Meetings 

Section 1. Annual Meeting: The annual meeting of the members of the Guild shall be held at the office of the Guild or at such other place as may be determined by the Board of Trustees, and on a date within sixty (60) days before the start of the next fiscal year, as shall be designated in the notice of said meeting by the Board of Trustees. The place of meeting shall be in a place that is accessible to the public, and at a location that is reasonable for members to travel and not overly burdensome in location or accessibility that it would discourage member attendance. The purpose of the Annual Meeting is to elect members of the Board of Trustees and to conduct other business as required. Nominations shall be made from the floor. Only voting members shall be able to nominate, and each nomination must be seconded by a voting member. Nominees must consent or have consented to such nomination in order for the nomination to be valid. Those nominees receiving the highest number of votes shall be declared elected. In the event of a tie vote, the election shall be decided by a “run off” election. 

Section 2. Special Meetings: Special meetings of the members may be called by the Board of Trustees or by at least five (5) voting members of the Guild by written petition to the Board of Trustees. Upon receipt of such a petition, the Board shall call a special meeting within twenty-one (21) days which shall be held at the office of the Guild or at such other place as may be designated in the notice of said meeting. The place of meeting shall be in a place that is accessible to the public, and at a location that is reasonable for members to travel and not overly burdensome in location or accessibility that it would discourage member attendance. Business at said special meeting shall be limited to the purpose(s) stated in the meeting notice. 

Section 3. Notice of Meeting: Notice of the purpose(s), date and time, and place of the annual and any special meetings of members shall be in writing and sent by the Secretary or other Board Member, and a copy thereof shall be duly served to each member of record entitled to vote at such meeting not less than fourteen (14) days prior to the meeting. Such further notice shall be given as may be required by law. 

Section 4. Quorum: At all annual or special meetings, twenty percent (20%) of the members eligible to vote shall, except as otherwise provided by law or the Certificate of Incorporation, constitute a quorum.

Section 5. Meeting Chairperson/Secretary: Meetings shall be presided over by the Chairperson of the Board of Trustees or, in their absence, by the Vice Chairperson or, in the absence of both, by any other member of the Board of Trustees. The Secretary of the Board of Trustees shall act as the Secretary of the meetings or, in their absence, the Chairperson shall appoint another to so act. 

Section 6. Voting: At the annual or special meetings of the Guild, each qualified member present will be entitled to one vote. The method of voting will be determined by the officer chairing the meeting. 

ARTICLE IV Board of Trustees 

Section 1. Constitution and Membership: The property, affairs, and business of the Guild shall be managed by its Board of Trustees, consisting of not less than seven (7) trustees, until changed by an amendment to these By-Laws, each of whom shall continue to be a member during their trusteeship. Except as hereinafter provided, trustees shall be elected at the annual meeting of the members of the Guild, and each trustee shall be elected to serve for a term of two years and until their successor shall be elected. A trustee shall serve for no more than three (3) consecutive terms. Increases in the number of trustees shall be the responsibility of the membership. 

Section 2. Quorum: A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business. 

Section 3. Vacancies: In the case of vacancies occurring on the Board of Trustees, the members of the Guild shall elect a successor or successors for the unexpired term or terms. 

Section 4. Meetings: Except as otherwise provided in these By-Laws, meetings of the Board of Trustees, whether regular or special, shall be held in person and shall be called by a majority of its trustees. Regular meetings of the Board of Trustees shall be held at such times as may be fixed by resolution of the Board of Trustees and special meetings may be held at any time upon the call of a majority of the Board with two (2) day notice given to the trustees and membership. The place of meeting shall be in a place that is accessible to the public, and at a location that is reasonable for members to travel and not overly burdensome in location or accessibility that it would discourage member attendance. A meeting of the Board of Trustees shall be held immediately after the annual meeting of the members of the Guild at the same place at which such meeting is held. Notice of regular meetings of the Board of Trustees may be provided within the context of the minutes of a regular meeting. 

Section 5. Electronic Meetings: Meetings of the Board of Trustees may be held electronically (a) when the Chairperson or Vice Chairperson has obtained written consent for this from a majority of trustees, (b) when so directed by the Board, or (c) in the case of special meetings, when so directed by those calling the meeting. Electronic meetings of the Board shall be conducted through use of Internet meeting services designated by the Chairperson that support voting and support visible displays identifying those participating, identifying those seeking recognition to speak, showing (or permitting the retrieval of) the text of pending motions, and showing the results of votes. These electronic meetings of the Board shall be subject to all rules adopted by the Board, or by the Guild, to govern them, which may include any reasonable limitations on, and requirements for, trustees’ participation. Any such rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority but may not otherwise conflict with or alter any rule or decision of the Guild. 

Section 6. Removal: At any meeting of the members of the Guild, duly called as provided in these By-Laws, any trustee or trustees may, by the affirmative vote of a majority of the members present and eligible to vote, be removed from Board membership, either with or without cause. A trustee may be temporarily suspended by a two-thirds (2/3) vote of the remaining trustees, at which point a vote of the majority of the members present and eligible to vote would be required to remove the trustee or trustees. 

Section 7. Qualifications: In order to qualify for election to the Board of Trustees, a nominee must be a voting member and must have attended at least two (2) general, special, and/or trustees’ meetings during the preceding twelve-month period. 

Section 8. Term of Office: The members of the Board of Trustees shall serve for a term of two (2) years. Said term of office shall run from the date of the Annual Meeting in the year in which they are elected to the date of the Annual Meeting two years subsequent. 

Section 9. Election of Officers: The Board of Trustees shall, as soon after each election as possible, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer, to serve as the officers of said Board. Further, the Board of Trustees may elect such other officers as it deems necessary. 

Section 10. Duties and Responsibilities of Officers. The duties and responsibilities of the offices of the Board of Trustees shall be as follows: 

Chairperson - As principal executive of the Board of Trustees, coordinates and manages the activities of the Guild, presides at all meetings of the Board of Trustees and all general, special, or annual meetings of the Guild. 

Vice Chairperson - Assumes the duties and responsibilities of the Chairperson in his or her absence. 

Secretary - Responsible for recording the minutes of all meetings of the Guild and of the Board of Trustees and maintaining all official records and correspondence. 

Treasurer - Maintains the financial records of the Guild in accordance with generally accepted accounting principles, has authority to receive and disburse funds in order to satisfy authorized expenditures, and is responsible to the Board of Trustees for all financial transactions of the Board of Trustees.  

ARTICLE V  Committees 

Section 1. General Authorities: The Board of Trustees shall, by the affirmative vote of a majority of the members, establish such committees and appoint such Chairpersons as it shall deem necessary in order to conduct or perform the various duties, functions and responsibilities of the Guild. Said committees shall have and may exercise such powers as shall be conferred or authorized by the resolutions appointing them. A majority of the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Trustees shall otherwise provide. The Board of Trustees shall have the power at any time to fill vacancies in, to change membership of, to discharge any Committee Chairperson, or to discharge any such committee. 

Section 2. Terms of Office: The term of office of the Committee Chairpersons appointed by the Board of Trustees shall be determined by the Board of Trustees. 

Section 3. Duties and responsibilities: The Committee Chairpersons appointed by the Board of Trustees shall have the duties and responsibilities as are established by said Board, including responsibility to report to the Board on committee matters including proposed membership of the committee. 

ARTICLE VI  Indemnification 

Every person who is, shall be, or shall have been a trustee or officer of the Guild and their personal representatives shall be indemnified by the Guild against all costs and expenses reasonably incurred by or imposed upon them in connection with or resulting from any action, suit, or proceeding to which they may be made a party by reason of their being or having been a trustee or officer of the Guild or of any subsidiary or affiliate thereof, except in relation to such matters as to which they shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of their duty as such trustee or officer. Said costs and expenses shall include but without limiting the generality thereof, attorney's fees, damages, and reasonable amounts paid in settlement. 

ARTICLE VII  Informal Action 

Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of the committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or the committee. 

ARTICLE VIII  Fiscal Year 

The fiscal year of the Guild will be determined by the Board of Trustees. 

ARTICLE IX Parliamentary Authority 

The rules contained in the most recent edition of Robert’s Rules of Order Newly Revised shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules the Guild may adopt. 

ARTICLE X Amendments 

These By-Laws may be amended, altered, or repealed, by a vote of two-thirds (⅔) of all the voting members present at a special meeting called for said purpose, provided a quorum is present and notification stating the purpose of said meeting has been made to all voting members at least fourteen (14) days prior to said meeting. 

I hereby certify that the foregoing is a full, true, and correct copy of the By-Laws of the aforementioned Guild, a Delaware corporation, as is in effect on the date hereof.