Company Constitution

CONSTITUTION
(as approved on November 9, 2020)

Article I: Name and Purpose

Section 1: The name of the Company shall be “The Gilbert & Sullivan Light Opera Company of Long Island,” a not-for-profit organization incorporated in the State of New York.

Section 2: The purpose of the Company shall be the promotion and performance of theater, musical theater and opera, including the works of W.S. Gilbert and Sir Arthur Sullivan.

Article II: Membership

Section 1: There shall be four classes of membership, defined as follows (and collectively referred to hereinafter as Members):

  1. Performing Member – a member who has been accepted into the Company as a performer;
  2. Production Staff Member – a member who has been accepted into the Company, either as a volunteer or on a paid basis, for the purpose of carrying out any nonperforming function such as production or business activities;
  3. Honorary Member – one who has been a Company member for at least five years and has made outstanding contributions to the growth and development of the Company, as recognized and designated by a majority vote of the members present at the Annual Meeting. Current honorary members are listed in Appendix A attached hereto. This Appendix A may be amended in accordance with the addition of names pursuant to the process discussed above, as authorized by the President and is not considered to be an Amendment to the Constitution.
  4. Founding Member – any of the three founders of the Company (Sally Buckstone, Norman “Buddy” Packer and Martin Waters), who shall also be considered lifetime members of the Company.

Section 2: The membership year shall extend from September 1 through August 31, with any Member considered an active member until such time as one full membership year passes in which he/she has not satisfied the requirements for membership. Honorary and Founding members, however, shall retain their membership for the duration of their lives.

Article III: Definition and Powers of the Executive Board

Section 1: The Company shall be governed by an Executive Board of seven officers, each of whom is required to fulfill duties as described in Article IV: a President, a Vice President, a Treasurer, a Secretary, and three untitled Board members (hereinafter referred to as untitled Board members A, B and C). The Executive Board shall be responsible for determining the Company’s policies and for taking all necessary action to implement them.  

Section 2: The Executive Board may, at its discretion, set up any committee it deems necessary for the efficient operation of the Company, and disband any such committee once it deems that committee’s function to be no longer necessary. 

Section 3: The Executive Board may, at its discretion, engage a professional staff, including but not limited to: directors’ music directors; accompanists; orchestral musicians; set designers and constructors; costume designers and constructors; stage technicians; as well as lawyers, accountants and others, for such terms and on such conditions as it may deem necessary.  Professional staff may only be engaged by an agreement, in writing, and signed by the President or duly authorized officer of the Company.

Section 4: The Executive Board may, at its discretion, institute dues, membership fees or other reasonable non-monetary membership requirements as it deems fit and necessary. 

Section 5:  Decisions of the Executive Board shall not be biased, arbitrary or capricious and, to the extent applicable, be based on fairness and equality, with no regard to race, religion, ethnicity, gender or sexual orientation.

Article IV: Duties of Elected Officers

Section 1: The President shall serve as the Chief Executive Officer of the Company, calling and presiding at all meetings of the Company and the Executive Board, reviewing all official correspondence and disbursements, approving all expenditures of greater than $100 and appointing the chairmen/women of all Company committees.  The Treasurer may unilaterally approve all expenditures up to $100. In the event that, pursuant to Article III, Section 3, the Board enters into an agreement and the President signs a contract with, any of the parties named therein, any limit stated in the contact to enable the party to: incur and seek reimbursement for reasonable expenses or to commit the Company to pay a reasonable amount for goods or services on behalf of the Company in regard to one or more performances; or to provide other services, shall supersede the limits and requisite approvals set forth above.  However, if the contract itself places restrictions on the incurring of expenses or agreeing to the provision of goods and services, the terms of the contract shall dictate.

Section 2: The Vice President shall chair Executive Board and general meetings in the President’s absence, shall assume the President’s duties if he/she is temporarily unable to serve.  The Vice President shall assume the presidency if the President (hereinafter referred to as the ‘prior President’) resigns, is removed from office or refuses or is unable to serve. Upon assuming the duties of the President, the Vice President will be officially referred to as “Acting President” for the remainder of his or her term and shall perform all functions of the President as set forth in Section 1 above. (However, for the purposes of setting forth the rights and obligations of the President hereinafter, the term “President” shall apply equally to the President and Acting President, unless otherwise stated.) If the Vice President assumes the title of Acting President in the first year of the Prior President’s term pursuant to this Section, he or she will be afforded the rights and duties of the President, but only for the remainder of the term of the first year, in accordance with Article V. Section 7.

Section 3: The Treasurer shall disburse funds at the direction of the President or Executive Board, supervise collection of all outstanding receivables and render financial reports to the President one week prior to the Executive Board meeting, or as requested by the President or Executive Board.   One week prior to the annual Company general meeting, the Treasurer shall present a draft financial report to the Executive Board for its review.  Upon its approval, a final report shall be presented to the Company. The Treasurer shall also ensure that all federal, state and/or local financial-reporting requirements are met in a thorough, accurate and timely manner.

Section 4: The Secretary shall keep and maintain records and minutes of all meetings of the Company and the Executive Board, and if so directed shall take attendance at all meetings, rehearsals and performances. Additionally, the Secretary shall conduct such correspondence as may be directed by the President or Executive Board, ensure that all members are notified of all meetings in a timely manner, and maintain an up-to-date membership list.

Section 5: Untitled Board members, at the time of election, shall not have a specific list of duties, other than attendance at Board meetings and voting as necessary.  During their term, they shall serve the Board’s strategic needs, as determined by the President, at any given time. Untitled board members may be assigned various responsibilities and projects – short or long-term – during their term of office. These may include, but not be limited to, fundraising, grant research/preparation, contracting, scheduling and coordination of all Company performances, media relations and publicity.

Article V: Election of Officers

Section 1: Officers of the Company shall be elected by a majority of the members voting at the Company’s annual meeting, or at a special meeting convened for that purpose, as described in Article VI. In the event that no candidate receives a majority of eligible votes, a runoff shall be held between the two candidates with the most votes.

Section 2:  Elected officers shall serve a two-year term, to commence on September 1 and end on August 31. 

Section 3: At meetings in odd calendar years, the President, Secretary and untitled Board member A will be elected.  In even calendar years the Vice President, the Treasurer and untitled Board members B and C will be elected.

Section 4: Active members may nominate themselves or fellow members for any elected office. Nonmembers of the Company shall be eligible for election to Executive Board posts only if nominated by an active member.  Nonmembers shall only be allowed to run for untitled positions for their first term.  

Section 5: Any elected officer may be removed by a majority vote at a Special Company meeting convened for that purpose. The meeting shall be called within two weeks of either: (a) a vote of no confidence by a majority of the other Board members; or (b) a petition for removal signed by ten active members of the Company.  The elected official must be advised in writing with the reason(s) given for the intent to remove, and be advised of the option to contest the removal and right of the President to respond, as stated below, with the notice being sent by mail or delivery as soon as the Executive Board votes for removal or receives notice of the petition.  If the officer wishes to contest the attempt to remove, said officer shall provide advance notice by hand delivery or email  to the President of the Executive Board and will be afforded 10 minutes at the meeting to respond to the reason(s) given for removal and the President, or a designee, shall have 5 minutes to address the response.  A vote will be taken thereafter with the result of the vote recorded by the Secretary of the Executive Board, or other Executive Board member acting with authorization of the majority vote of the members of the Executive Board and reported to the Company immediately after the vote. If the majority vote is in favor of removal, the officer will be stripped of his or her title, membership on the Executive Board and responsibility for any Board-related duties upon the result of the vote being recorded, as stated above.  Official notice confirming the removal shall be sent as soon as practicable to the removed officer, but any claim of non-receipt by the former officer shall not invalidate the decision of the Company. 

Section 6: With the exception of the position of President, vacancies resulting from the resignation, removal or refusal or inability of an officer to serve shall be filled by the Executive Board at the next Board meeting (or at a Special Meeting called by the Executive Board). Until such a meeting can be convened, the President may appoint an interim officer to serve.

Section 7:  In the event the President resigns, is removed from office in accordance with Section 5 above, or refuses or is unable to serve, during the first year of the two- year term, the Vice President, as stated in Article IV. Section 2 shall assume the title of Acting President until the end of the membership year.  At the next Annual Meeting, an election will be held to fill the position of President for the remaining year of the two-year term.

Section 8: No person may hold two positions on the Executive Board at the same time. However, in the event a position opens during the season, the Executive Board may designate a sitting Board member, other than the President, to fulfill the duties of the vacated position on an interim basis. Should such an occasion take place, the person occupying two positions shall still only have one vote in all board matters, and the Board shall continue to seek a non-sitting Company member to fill one or the other of the positions held by the one person. 

Article VI: Meetings

Section 1: There shall be three types of officially recognized meetings:

  1. Annual Company meetings – scheduled by the Executive Board to be held at the conclusion of each Company season upon three weeks’ notice to take place at a time and place convenient to Company members. At this meeting the next biennium’s officers shall be elected (as specified in Article V) and all general Company business shall be discussed.
  2. Special Company meetings – scheduled by the President upon two weeks’ notice to take place at a time and place convenient to Company members. However, if the meeting is being called, in whole or in part, to vote on removal of the President, the vote may be scheduled by the Vice President or Treasurer.  Such meetings shall be devoted only to urgent business—including but not limited to discussion of important Company developments and election of officers to fill vacancies on the Executive Board—and shall be held only when it is not practical to defer such business until the annual Company meeting or until the next meeting of the  Executive  Board.
  3. Executive Board meetings – scheduled by the president at a time and place convenient to Board members. Such meetings shall be held monthly (or as soon thereafter as possible) in order to discuss and transact normal Company business.

Section 2: For purposes of transacting business, four officers shall constitute a quorum of the Executive Board. At all meetings, whether Executive Board meeting, annual meeting, general meeting or special meeting, a motion receiving a simple majority of eligible votes from those present (either in person or participating remotely via telephone or internet connection) shall be considered passed.

Section 3: All meetings shall be open to all Company members, except for Executive Board meetings, all or part of which may be closed if a majority vote of the Executive Board so directs.

Section 4: It shall be the responsibility of the secretary to notify all active Members of any upcoming general or Executive Board meetings. Notification should include the time and place of the meeting, as well as any major agenda items.

Article VII: Dissolution

In the event of the liquidation or dissolution of the Company, whether voluntary or involuntary, no member, officer or director shall be entitled to any distribution or division of the Company’s remaining property or its proceeds, and the balance of all money and other property owned by or owed to the Company at the time of dissolution from any source, after payment of all debts and obligations of the Company, shall be distributed to such nonprofit, charitable, artistic, scientific, literary, or education organization as described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or any successor provision of law), as shall be best able to promote the purpose of the Company, subject to any donor-imposed or Board-imposed restrictions on any assets of the Corporation.

Article VIII: Amendments

Section 1: Amendments to this Constitution may be proposed at any time: by a member of the Executive Board and voted for by a majority of the Executive Board; or by a written petition signed by at least 10 active members of the Company, which is submitted by mail or hand delivery to the President or Acting President.

Section 2:  Upon receiving notice by virtue of the majority vote of the Executive Board or receipt of written petition referred to in Section 1 above, the Secretary must convene a special Company meeting to vote on the proposed Amendment(s) to the Constitution.  However, the vote can be delayed until the annual Company meeting if it is scheduled to take place no more than two (2) months after notice of the requirement to have a vote is received—unless the President or Acting President decides that it is the Company’s interest to hold a special Company meeting at an earlier time. 

Section 3: An Amendment to the Constitution shall be enacted when approved by a two thirds majority of the votes cast at the annual Company meeting or at a special Company meeting convened for that purpose.

 

Appendix A
Honorary Members

  • Stanley Bergman
  • Doris Blake*
  • Jordan Breslow
  • Sally Buckstone*
  • Bill Budd
  • Robert Del Monte
  • Michael Economos*
  • Martin Fuller
  • Patricia Gallagher
  • Phil Gellis*
  • Al Grand*
  • Valerie Grehan
  • Terry Hochler
  • Elaine Lerner
  • Jerry March*
  • Stephen O’Leary 
  • Raymond J. Osnato
  • Norman “Buddy” Packer*
  • Ellen Pickus
  • Andrew Schwartz
  • Thomas Z. Shepard
  • Tamara Shyngle
  • Barry Slonim*
  • Bob Tartell*
  • Thomas Trempy
  • Martin Waters*
  • Gayden Wren

       *deceased

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