Bylaws of the Barn Players, Incorporated

Article I: Membership and Meetings of Members

Section 1: The following shall be the bylaws of the above corporation; a non-profit corporation organized underthe General Corporation Laws of the State of Montana, and hereinafter called The Barn Players. Any sections or

subsections conflicting with incorporation laws of Montana shall be considered null and void.

Section 2: Members:Subsection A: 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 provisions governing the withdrawal, suspension, and expulsion of members shall bydecided by the Board of Trustees.

Subsection B: Members of the Barn Players shall be classified as follows:

Subparagraph (1): Active members: Those members who actively participate with the previoustwelve months, whether in a production or otherwise, shall be consider active members.

Subparagraph (2): Inactive members: Individuals who have been involved with the Barn Players

 but have not participated actively in the previous twelve months.Subparagraph (3): Patrons: Individuals or businesses who have donated supplies or funds but do

not actively participate.

Section 3:Meetings:

Subsection A: Meetings shall be held quarterly on the third Tuesday of January, April, July and

October. Additional meetings may be called at the discretion of the Board as needed. Election officers will beheld at the January meeting, also called the annual meeting.

Subsection B: Notice of Meetings. Notice of the purpose or purposes and the time and place of

regular or special meetings shall be posted in selected news media and on selected electronic forums as deemedappropriate. Members may additionally be notified by the secretary by email, voice communication or other

means as deemed appropriate. Five days notice shall be given for meetings.

Subsection C: Presiding officers: At all annual, quarterly or special meetings, the meeting shall

 be presided over by the President, or in his/her absence, the Vice President or if both are absent, by theSecretary-Treasurer. If the Secretary-Treasurer presides, that person will appoint another member to take

minutes. If the Secretary-Treasurer is not in attendance, the presiding officer will appoint a member to take

notes. If no elected officers are present, another board member will preside and appoint a member to takeminutes. If no officers and/or board members are present, no meeting will be held.

Section 4:Election of Officers: Officers will be elected at the January meeting to serve staggered, three-year terms. One

year the President and a member-at-large to the board will elected for three year terms. The

next year, the Vice President and a member-at-large to the board will be elected for a three year terms. Thenext year, the Secretary-treasurer will be elected for a three year term. Officers may succeed themselves.

Section 5:

Quorum: At all meetings, scheduled or special, three members of the board and a majority of members inattendance and entitled to vote shall be considered a quorum. If there is no such quorum, the members present

will adjourn the meeting.

Section 6:

Voting: At scheduled or special meetings, each qualified member will be entitled to one vote. For elections of

officers, secret ballot will be used. For all other votes, a voice vote is sufficient unless a secret ballot isrequested by a qualified member. A plurality (majority) of votes cast shall elect and/or decide. Those members

 

qualified to vote but unable to be present may request an absentee ballot which must be sealed when returned

and in the hands of the Secretary-Treasurer before the meeting. Voting by proxy shall not be permitted.

Article II: Board of Trustees and Officers:

Section 1:

Membership: The property, affairs and business of the Barn Players shall by managed by the Board of Trustees,

consisting of not less than five trustees, each of whom shall a member during his or herTrusteeship. The three officers of the Barn Players and two members-at-large shall be elected in January by the

membership in attendance at that meeting and those persons will make up the Board of Trustees.

Section 2:

Quorum: Three members of the Board shall constitute a quorum. If no quorum is present, the meeting will be

adjourned.

Section 3:

Vacancies: In case of one or more vacancies shall occur in the Board of Trustees by reason of death,resignation, leaving the community, getting hit by a bus and deciding to heck with the Barn or otherwise, the

 board will call a special meeting of the general membership to elect replacement board members.

Section 4:Removal: A special meeting of the members of the Barn Players, duly called as provided in these by-laws, any

 board member may, by the affirmative votes of two-thirds of the membership present, be removed

from office, with cause.

Section 5:

 Nominations and Elections: Nominations for officers and members of the Board of Trustees shall be held at theJanuary meeting of each year. Nominations shall be received from the floor. Only qualified voting members

shall be able to nominate and each nomination shall be seconded. Those nominees receiving the highest

number of votes shall be declared elected. In the event of a tie vote, election shall be decided by the toss of a

coin. Board members shall be elected on the schedule specified in Article 1, Section 4, of these by-laws.

Section 6:

Qualifications: In order to qualify for election to the Board of Trustees, a nominee must be a qualified votingmember.

Section 7:Term of Office: The members of the Board of Trustees shall serve for a term of three years, said term to run

from the January meeting on the third Tuesday of the month in the year in which they were elected until the

January meeting three years hence.

Section 8:

Duties and Responsibilities:

Subsection A: President: As principal executive of the Board of Trustees, coordinates andmanages the activities of the Barn Players; presides at all meeting of the Board of Trustees and general or

special meetings of the general membership.

Subsection B: Vice President: Assumes in the duties or responsibilities of the Chairman in his orher absence.

Subsection C: Secretary-Treasurer: Responsible for recording all minutes of meeting of the Barn

Players and the Board of Trustees and maintaining all official records and correspondence. Maintains thefinancial records of the Barn Players in accordance with generally accepted accounting procedures; 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.

Article III: Committees:

The Board will appoint committees, determine their duties and responsibilities and dissolve those committees

when duties are completed.

Article IV: Indemnification:

Every person who is, shall be, or shall have been a trustees of officer of the Barn Players, Inc., and his personal

representatives shall be indemnified by the Barn Players, Inc., against all costs and expenses reasonablyincurred for imposed upon her or him in connection with or resulting from any action, suit or proceeding to

which she or he may be made a party by reason of her or his being or having been a trustee or officer of the

Barn Players, Inc., or any subsidiary or affiliate thereof, except in relation to such matters as to which she or hewill finally be adjudicated in such actor, suit or proceeding to have acted in bad faith and to have been liable by

reason of willful misconduct in the performance of her or his duty as such trustee or officer. Said costs and

expenses shall include but without limiting the generality thereof, attorney’s fees, damages and reasonableamounts paid in settlement.

Article V: Informal Action:

Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee therefor

may be taken without a meeting if, prior to such action, a quorum of the board gives consent, by written or

verbal communication, and agrees to such action

Article VI: Fiscal Year:

The fiscal year of the Barn Players shall be the same as the calendar year.

(Fake) Article VII: Corporate Seal:

The Barn Players shall have a really sick corporate seal. With, like, flames and stuff. Or not.

Article VII: Amendments:

These By-Laws may be amended, altered or repealed by a vote of two-thirds (2/3) of all the qualified voting

members present at a meeting at which the vote on the by-laws has been clearing stated in the agenda, provideda quorum is present and all qualified members have been notified as noted in Section 3, Subsection B, notice of

meetings.

I hereby certify that the foregoing is a full, true and correct copy of the By-Laws of the Barn Players,

Incorporated, a Montana corporation, as is in effect on the date hereof.