Pacifica Spindrift Players Executive Board Bylaws

Download a PDF copy of the bylaws.

APPROVED April 14, 2015
AMENDED July 16, 2016
AMENDED August 2, 2016

  1. Pacifica Spindrift Players Executive Board Bylaws

    1. Article I: Name and Organization
       The name of this organization shall be “Pacifica Spindrift Players,” hereinafter called “PSP” or “the Theatre.” The Theatre is located at 1050 Crespi Drive, Pacifica, California, 94044. The Theatre is a nonprofit organization.
    2. Article II: Mission and Values

      To provide an open, enriching, and supportive environment for the cultivation of art and artists. We strive to reflect what we value most: community, inclusivity, and accessibility. As a volunteer-led, not-for-profit organization, we are driven by a team of passionate and dedicated board and committee members who love theatre and want to see it thrive.
    3. Article III: Calendar

       The fiscal year and the membership year are defined as running from September 1st to August 31st. The performance season year shall run from August 1st to July 31st.
    4. Article IV: Membership
      Membership Requirement

       Only PSP members in good standing one month prior to the Annual Meeting are eligible to vote in PSP Board elections.

      1. Qualification of Members

         Membership in PSP is open to all individuals interested in furthering the purposes of the Theatre. Anyone can qualify as a member in any of the following ways during the fiscal year:

        1. Attended 3 or more shows in the previous season
        2. Complete at least 10 hours of work or volunteer service to the theater. For qualifications purposes, participation as cast, crew, or staff in any one show will meet this requirement.
        3. Donors or Sponsors who give at least $100.
    5. Article V: Board of Directors
      1. Responsibilities and Powers 
        1. The Board of Directors shall function as the governing body of the Theatre, and shall make and establish such policies as it deems necessary for the efficient and successful operation of the Theatre.
        2. The Board of Directors shall have responsibility for control of all the business, the assets, and management of the Theatre.
        3. The Board of Directors shall have the authority to hire and terminate all employees, and to make and terminate all Professional Services Agreement (PSA) contracts. Proposals to hire or terminate an employee may be made by any member of the Board. To pass, such a proposal will require a majority of the entire Board.
        4. The Board of Directors is required to create and approve an annual budget for the upcoming season by the October meeting of the Board.
        5. No Board Director shall receive any compensation for service on the Board of Directors, except that Board Directors shall have one complimentary admission for themselves to each regular season show.
      2. Conflict of Interest 
        1. Members of the PSP Board of Directors cannot sit on any other boards with interests that conflict with PSP.
        2. Members of the PSP Board must recuse themselves from any vote in which they have a personal interest.
      3. Eligibility 
        1. Any member in good standing at the Annual Meeting at least two months before the Annual Meeting is eligible to hold office as a Board Director. A majority of the current Board of Directors may vote to waive the Membership requirement to run for office for a particular election.
        2. The election of Board Directors shall be through ballots available on the website and will be made available to members by email at least fourteen (14) days before the Annual Meeting.
        3. The top vote winners for open positions shall compose the Board.
        4. In the event that there are not enough eligible candidates to fill empty seats, the remaining seat(s) will remain empty until the first Board meeting. At that time the incoming Board will appoint new members to fill those seats, in accordance with the normal vacancy rules.
        5. In the case of a tie, the Board Directors in place prior to the annual meeting will vote for tie resolution, with a simple majority.
      4. Makeup of the Board of Directors

         Members of the Board of Directors will be comprised of the following positions:

        1. President
        2. 1st Vice President: Membership/Volunteers
        3. 2nd Vice President: Marketing/Communications
        4. 3rd Vice President: Finance
        5. 4th Vice President: Grants
        6. 5th Vice President: Sponsorship/Patron Development
        7. Recording Secretary and Parliamentarian
      5. Term of Office 
        1. Term of office for elected Board members shall be 3 years, commencing at the Transitional Session, defined in (4) below.
        2. Board members may serve two (2) consecutive full terms, following which they must remain off the Board for at least one (1) year.
        3. Any vacancy after completion of elections shall be filled by an appointment by the Board of Directors, subject to confirmation by a majority of the entire Board of Directors. The duration of any such appointments shall be only until the next election.
        4. The Transitional Session of the board will take place in the second week of August, after new Board elections are complete. The outgoing, incoming board and Artistic Chair must be present.
      6. Removal from Office 
        1. A member of the Board may be removed from office by a simple majority of the entire Board, plus one.
        2. Three total absences from the Board meetings during a single membership year may be considered a reason for removal, at the option of a majority of the Board.
        3. Replacement of any Board Member will be made by nomination from any current Board Member and approved by a majority vote of the Board. That person will only fulfill the remainder of the current membership year, and will be subject to re-election at the next Annual Membership meeting.
      7. Duties of PSP Officers/Board Members 
        1. All: 
          1. Serve as a Producer for one (1) show in the season. Producer’s responsibilities will include handling staff contracts, creating & managing the show’s budget, submitting expenses, submitting for stipends, and assisting in marketing the show.
          2. Act as Site Lead for an average of least one performance of every show performed in a season.
          3. Serve as a volunteer for an average of at least one slot on all major PSP fund raising and publicity events.
          4. Maintain artifacts and documentation for their position.
        2. President: 
          1. Shall preside over all meetings of the Board of Directors and the Annual Meeting; shall have general active management of the Theatre; and shall see that all orders and resolutions of the Board of Directors are carried into effect.
          2. Shall appoint the heads of such committees as are necessary to further the business of the Theatre and shall be an ex-officio member of all standing committees, subject to the approval of the Board.
          3. The President or VP of Finance shall be required to sign all of PSP’s checks for payment of debt or stipends owed.
          4. Shall oversee the paid positions of PSP.
          5. Will supervise each Gala for the season, ordering all necessary refreshments, and securing volunteers to work the Gala as necessary.
          6. May appoint assistants as necessary with approval of the Board of Directors.
        3. Vice President: Membership/Volunteers 
          1. Shall assist the President in the performance of the President’s duties and carry out such general and specific responsibilities the President may assign.
          2. Will maintain all membership records and volunteer lists, and ensure that there are volunteers to work on each production for ushering and hospitality and Front of House at all PSP performances, as well as all other PSP events.
          3. Will ensure that hospitality is fully supplied, and are in good order, ready to be sold.
          4. May appoint assistants as necessary with approval of the Board of Directors.
        4. Vice President: Marketing/Communications 
          1. Shall be in charge of the various designers of show programs, and publicity (such as flyers, postcards, ads, etc.).
          2. Will work with other members of the Board and the larger community to develop larger audiences, sell season tickets, and publicize all PSP events, including all scheduled plays, fundraisers, and special events.
          3. Will work with the webmaster to keep the PSP web site up-to-date.
          4. May appoint assistants as necessary with approval of the Board of Directors.
        5. Vice President: Finance 
          1. Shall receive and deposit all funds of the Theatre in such banks or financial institutions as the Board of Directors may authorize.
          2. Shall be charged with overseeing all financial responsibilities of the Theatre, including but not limited to, box office proceeds, creating and maintaining budgets, and preparing and/or providing information for income tax filing and assuring tax returns are submitted yearly or otherwise as required by law. In order to fulfill these obligations, the Vice President: Finance may work with a bookkeeper hired by the Board.
          3. Along with the president, shall be able to sign all checks and will distribute the funds of the Theatre as ordered by the Board.
          4. Shall prepare and provide copies of a monthly written statement of the Theatre’s financial condition to the Board of Directors at each of the monthly Board meetings. The Vice President: Finance will also provide an annual report of the Theatre’s financial status to the membership at the Annual Meeting.
          5. Will be required to provide all pertinent financial information to an outside auditor for an annual review each October, which shall be reported back to the Board at the November board meeting.
          6. May appoint assistants as necessary with approval of the Board of Directors.
        6. Vice President: Grants 
          1. Oversees all fundraising initiatives related to grants, including but not limited to:
            • Partnering with other Board members to develop plans to reach annual fundraising goals.
            • Identifying grant opportunities, maintaining a calendar of deadlines, and applying for grants to hit fundraising goals.
            • Partnering with VP of Finance to properly record grant spending.
            • Partnering with other Board Members to identify and foster relationships with grant makers.
        7. Vice President: Sponsorships and Patron Development 
          1. Oversees all fundraising initiatives related to donations and sponsorships, including but not limited to:
            • Partnering with other Board members to develop plans to reach annual fundraising goals.
            • Developing and implementing patron donation opportunities (e.g. fundraising campaigns, planned giving, recurring donations, etc).
            • Developing and managing a corporate/business sponsorship program, including ad sales and other corporate giving.
            • Creating and managing a comprehensive list of donors.
            • Partnering with Box Office Manager to promote season ticket holder sales and benefits.
            • Fostering relationships with donors to move them up the development ladder.
            • Partnering with the VP of Marketing & Communications to develop a marketing plan for all donation-based fundraisers.
            • Collaborating with the VP of Grants with sponsorship initiatives as needed.
        8. Recording Secretary/Parliamentarian 
          1. Shall keep a record of all the proceedings of the Board of Directors, all membership meetings, and the Annual Meeting.
          2. Shall receive, and manage all communications for the Board of Directors.
          3. Shall have custody of the Theatre’s records and archives.
          4. Shall send out notice to the Board of Directors of its meetings, and shall prepare the Board’s minutes for approval.
          5. Shall make available on the website the most recent approved minutes from the PSP Board meetings.
          6. May appoint assistants as necessary, with approval of the Board.
    6. Article VI: Administration and Committees
      1. Advisors and Committee Heads: 
        1. Advisors to the Board may be recommended for appointment by any Board Director, subject to the approval of the Board of Directors.
        2. The Board of Directors shall form the committees they deem necessary.
      2. Committees: 
        1. The Board of Directors may create Committees for specific purposes.
        2. The President shall appoint the chairs of all Committees, subject to the approval by the Board.
        3. Once appointed, a Committee Chair can be removed before the end of the term of office only by a majority vote of the Board of Directors.
        4. When a Committee is created, an announcement shall be made at the next Board meeting of the creation of the committee, its chair, its duties and its authority.
        5. Committees shall automatically dissolve upon completion of their assignment, or one year after their creation, whichever occurs first.
        6. A member may be appointed to more than one Committee only with the member’s permission.
    7. Article VII: Meetings of the Organization 
      1. The Annual Membership Meeting: 
        1. Membership meetings shall be held on an annual basis at the “Annual Meeting.”
        2. PSP members must be in good standing for at least one (1) month prior to the Annual Meeting to vote in Board elections and otherwise participate in the Annual Meeting.
        3. The Annual Meeting shall be held in August, for the purpose of electing Board members for the next fiscal year, to replace those whose terms are completed, and to conduct any other business deemed important.
        4. Voting for the Board of Directors will be by online vote. Online voting will be available at least fourteen (14) days in advance of the Annual Meeting.
        5. The location and date of the Annual Meeting will be determined by the Board of Directors.
        6. Notice of the date and location of the Annual Meeting shall be emailed to every member one (1) month in advance, with a reminder and ballot sent at least twice in advance of the Annual Meeting. The reminder notice shall also be sent to anyone who has qualified as a member since the 1-month notice was sent out.
        7. The Board of Directors or the President may call additional membership meetings, with notice given to all members not less than twenty (20) days before such additional meeting(s), if any.
      2. Board Meetings: 
        1. The Board of Directors shall meet at least once per month, generally on the third Tuesday of the month.
        2. A quorum of the Board of Directors shall consist of a simple majority plus one of the Board Directors, all Board Directors having been duly notified of the meeting date, location, and time.
        3. Each Board Director is entitled to one (1) vote.
        4. Emergency or special meetings may be called by any 3 Board members with notice given to all Board members not less than five (5) days beforehand.
        5. All Board meetings are open to all members, with the exception of closed sessions necessary for the Board to deal with sensitive matters.
    8. Article VIII: Amendments 
      1. These Bylaws may either be amended by the Board of Directors or initiated by a petition signed by ten (10) or more members of the organization.
      2. Amendments by the Board may be made by a simple majority vote plus one. Board Directors who intend to amend the Bylaws must deliver a copy of the proposed amendment to the entire Board with sufficient time to review before the Board Meeting at which the amendment will be voted on. Amendments by the Board may be made at any time throughout the year.
      3. Amendments by the Membership may be made once a year at the Annual Meeting. Amendments by the Membership can be initiated only with a petition signed by at least ten (10) voting members of the organization. The proposed Bylaws amendments must be delivered to the Recording Secretary/Parliamentarian in time to be sent out with the one-month notification of the Annual meeting. Those amendments shall be voted on at that membership meeting and be adopted if approved by two thirds (~66.7%) of the voting members present at the meeting.
    9. Article IX: Election Procedures 
      1. Eligibility:

         Any member in good standing at least forty-five (45) days before the election is eligible to run to serve on the Board of Directors.
      2. Process: 
        1. To run for office, a member must fill out an “Intent to Run” form, which includes a short statement of qualifications and reasons for running.
        2. The Intent to Run form shall be turned into the Secretary at least fifteen (15) days in advance of the general membership meeting and included in a newsletter to the entire membership. This election newsletter must be sent out no later than fourteen (14) days before the election.
        3. The newsletter will include links to all the statements of each person who is running for office so that the general membership will be informed about those members who are running for office.
        4. A secret ballot vote will be held in advance of the Annual Meeting as described in VII.1.
        5. Those receiving the most votes will be those elected to fill the number of available Board positions.