The Bylaws

Last Minute Low Budget Productions

A Texas Non-Profit Corporation

Article One – Name

The name of the corporation shall be Last Minute Low Budget Productions, hereinafter called the Corporation.

Article Two – Place of Business

The principal place of business of the Corporation shall be in the city of Terlingua, Brewster County, Texas.

Article Three – Non-Profit Corporation

The corporation shall be a non-profit corporation as defined under section 501 (c)(3) of the Internal Revenue Code.

Article Four – Mission

The primary mission of the Corporation is to provide a vehicle for education, production and development of the performing arts, including but not limited to drama, musical and related cultural productions, and to encourage community participation in all aspects thereof.

Article Five – Membership

Last Minute Low Budget Productions is a non-membership Organization and shall not have any members.

Article Six -- Board of Directors

  1. Powers – The Board of Directors shall conduct, manage, and control all of the affairs and business of the Corporation, shall have primary responsibility for raising funds and generally shall supervise and regulate the activity of the Corporation.
  2. Number – The Board of Directors shall consist of five to eleven individuals.
  3. Election – Directors of the Corporation shall be elected for three-year terms, except for the Board of Directors at the time of the first annual meeting after the adoption of these Bylaws, who shall serve staggered terms. These initial directors shall determine the length of their term by lottery equally distributed between one-year terms, two-year terms and three-year terms, with any remainder serving a one-year term.
  4. Meeting – The Board of Directors shall meet at least annually for the purposes of electing Officers and for the transaction of such other business as may come before the meeting. In addition the Board of Directors shall meet monthly when practical on a date and at a time mutually agreed upon by the Board of Directors.
    1. A quorum consists of a majority of the Directors. A quorum may be reached using electronic communication.
  5. Resignation – Any Director may resign by written notice to the Board of Directors.
  6. Vacancies – Any vacancy occurring among the Directors or officers shall be filled by the vote of a majority of the remaining members of the Board of Directors, though less than a quorum.  Such elections shall be for the unexpired terms of the vacancy.  The Board of Directors shall have the power to declare that the office of Director, or any office, is vacant and thereafter appoint a successor whenever:
    1. A Director or officer is absent for three consecutive meetings or for such periods of time as to make it impossible to discharge the duties of the Director or other officer, unless a Leave of Absence has been requested and approved in writing by the Board of Directors.
    2. A Director or officers fails or refuses or is unable for any reason to discharge the duties of the office and the remaining Directors determine by a two-thirds vote that such cause exists.

Article Seven -- Officers

  1. Officers – The officers of the Corporation shall consist of a President, Vice-President, Secretary, and Treasurer.
  2. Election – The President, Vice-President, Secretary, and Treasurer shall be elected from the Board of Directors by the Board of Directors.
  3. Duties—
    1. President – The President shall preside at all meetings of the Corporation and shall act as Chief Executive Officer, performing all duties normally performed by such officer.  The President shall prepare an agenda for all meetings of the members of the Board of Directors, and shall include all matters anticipated at such a meeting, in addition to any matter requested to be included therein by any officer or Director.  The President shall also serve as ex-officio member of all committees and shall appoint the Chairman and members of all committees not otherwise provided in the Bylaws.
    2. Vice-President – The Vice-President shall assume all duties of the president in the President’s absence.
    3. Secretary – The Secretary shall keep minutes at all meetings of the Board of Directors and Executive Committee and shall distribute copies of minutes to Board of Directors.  The Secretary shall be responsible for record keeping of officers’ terms.
    4. Treasurer – The Treasurer shall keep the financial records of the Corporation and shall be responsible for the disbursement and receipt of all funds.  The Treasurer shall recommend budgetary revisions as necessary, prepare monthly operating statements, and submit an annual report of the financial condition of the Corporation.

Article Eight – Contracts, Checks, Deposits, and Funds

  1. Contracts – The Board of Directors may authorize any officer of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific interests.
  2. Checks and Drafts – All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by any of the following officers: President, Vice-President, or Treasurer of the Corporation.  Checks in excess of $500 shall be signed by two of the officers.
  3. Deposits – All funds, except for such cash funds as the Board of Directors shall permit, shall be deposited in such depositories as the Board of Directors may direct promptly upon receipt of the same.
  4. Gifts – The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or device for the general purposes of or for any special purpose of the Corporation.
  5. Fiscal Year – The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of the same year.
  6. Compensation – Members may be reimbursed for expenditures authorized by the Board of Directors.
  7. The Corporation is a charitable organization as described in Chapter 84, Charitable Immunity and Liability Act of 1987, Title 4, Civil Practice and Remedies Code, State of Texas, and hereby adopts the provisions of that act.
  8. No loans shall be made by the Corporation to any Director or Officer of the Corporation. No part of the net earnings or assets of the corporation shall inure to the benefit of, or be distributable to its officers, members of its Board, members of its committees, or any other private person except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the express purposes of the organization.

Article Nine – Amendments

These Bylaws may be amended, or new Bylaws adopted, at any time by an affirmative vote of at least two-thirds of the Board of Directors at a regular meeting or a special meeting called for that purpose, provided that the full text of any proposed amendment shall be available to all Board members at least ten (10) days prior to such a meeting.  The Board of Directors may submit proposed amendments.

Article Ten – Parliamentary Authority

Robert’s Rules of Order, current edition, shall, except as otherwise provided in the Articles of Incorporation or the Bylaws, govern all procedural matters of the Corporation.

Article Twelve - Dissolution

In the event that the Board of Directors determines for any reason to dissolve the Corporation, any residual assets, after provision for paying all obligations, shall be transferred to a 501 (C)(3) organization such as a nearby theater or arts group or a similar or successor organization.

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, President of the Corporation known as "Last Minute Low Budget Productions" does certify that the above and foregoing Bylaws were duly adopted by the Directors of said Corporation on the Fourteenth day of the month of May in the year Two Thousand Thirteen, and that they now constitute the Bylaws of said Corporation.

Attest: (s/b)

Martha Stafford, President