Company Constitution

CONSTITUTION
(as approved on July 8, 2018)

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:

  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.
  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.

Section 3: The executive board may, at its discretion, institute dues, membership fees or other membership requirements as they may deem fit and necessary.

Article III: Structure

Section 1: The Company shall be governed by an executive board of seven officers, as described in Article IV: a president, a vice president, a treasurer, a secretary, and three untitled board members. 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.

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 $50 and appointing the chairmen/women of all Company committees.

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 and shall assume the presidency if the President should resign or be removed from office before the completion of his/her term. Otherwise, the Vice President shall attend board meetings and vote as necessary, and shall perform such other duties as the President or executive board may direct.

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 as requested by the president or executive board. At the annual Company general meeting, the Treasurer shall present a full financial report for 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 shall not have a specific list of duties, other than attendance at board meetings and voting as necessary. Otherwise, they shall serve the board’s strategic needs as determined by the President at any given time. Untitled board members may have 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: Unless otherwise noted immediately below, elected officers shall serve a two-year term, to commence on September 1 and end on August 31 of the following year.

  1. Solely for the period September 1, 2018 – August 31, 2019, one untitled board member shall serve a one-year term; thereafter, all elected officers will serve two-year terms. For clarification, this will provide that for annual meetings in even calendar years (commencing with the 2018 annual meeting), the Vice President, the Treasurer and two untitled board members will be elected, and at meetings in odd calendar years (commencing with the 2019 annual meeting), the President, Secretary and a third untitled board member will be elected.

Section 3: Active members may nominate themselves or fellow members for any elected office. Nonmembers shall be eligible for election to executive board posts only if nominated by an active member.

Section 4: Any elected officer may be removed by a majority vote at a general meeting convened for that purpose. The meeting shall be convened 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.

Section 5: Vacancies resulting from the removal of an officer or from his/her refusal or inability 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 6: No person may hold two positions on the executive board at the same time.

EXCEPTION: In the event a position opens during the season, the executive board may designate a sitting board member 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 board member to fill one or the other of the positions held by the one person.

Section 7: Two persons may share a position on the board. Should such a situation exist, the two persons shall share one vote between them, each member holding a ½ vote.

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 at a time and place convenient to Company members. At this meeting the next biennium’s officers shall be elected (as specified in Article IV) and all general Company business shall be discussed.
  2. Special Company meetings – scheduled by the president and held at a time and place convenient to Company members. 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 majority of the executive board or by a written petition signed by at least 10 active members of the Company.

Section 2: An amendment shall be considered operative when approved by a majority of the votes cast at the annual Company meeting or at a special Company meeting convened for that purpose.

Appendix A
Honorary Members

  • Bill Budd
  • Robert Del Monte
  • Michael Economos
  • Martin Fuller
  • Patricia Gallagher
  • Phil Gellis
  • Terry Hochler
  • Elaine Lerner
  • Stephen O’Leary
  • Raymond J. Osnato
  • Ellen Pickus
  • Andrew Schwartz
  • Thomas Z. Shepard
  • Tamara Shyngle
  • Barry Slonim
  • Bob Tartell
  • Thomas Trempy
  • Gayden Wren
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