Bylaws

The Durham Savoyards Ltd. Bylaws

Article I. Name

The name of this organization shall be the Durham Savoyards, Ltd. (hereinafter the Savoyards). The organization is duly incorporated under the laws of North Carolina.
 

Article II. Mission^vi

As a non-profit organization and musical theatre community, we embrace and celebrate the timeless melodies and merriment of Gilbert and Sullivan to engage, educate, and entertain the people of Durham and beyond.^vi
 

Article III. Location

The Savoyards shall be located in the city of Durham, North Carolina at an address specified in the articles of incorporation.
 

Article IV. Membership

Membership in the Savoyards shall be open to members of the public and consist of those members of the public who have paid their annual dues.^vi
 
Savoyards eligibility for membership shall not be based on race, color, religion (creed), gender identification, age, national origin (ancestry), disability, marital status, sexual orientation, or military status. We are committed to providing an inclusive and welcoming environment for all members. ^v
 

Article V. Elected Officers

The following officers shall be elected by the membership of the Savoyards at the annual meeting. All officer terms start at the beginning of the fiscal year immediately after the election, as defined in Article IX. ^{v, vi} Each officer is eligible for reelection to an unlimited number of terms that could be successive. Should any officer other than President resign before the term has expired, a successor shall be named by the Board of Governors (hereinafter the Board) to fill the unexpired term. Should the position of President become vacant, by resignation or otherwise, the Vice President or Past President currently on the Board shall succeed them, as determined by the Board.^vi The resulting open position shall then be filled by the Board. ^v
 

1. President: Shall preside at all general meetings and over the Board of Governors. Shall have general supervision over all activities of the Savoyards. With the approval of the Board of Governors, shall appoint a nominating committee at least one month prior to the annual business meeting. Shall present a report for the term of office to the total membership. The President shall serve for a two-year term.^vi

 

2. Past-President^vi: Shall maintain a permanent record (the Archives) of the Savoyards, which record shall be composed of formal year-end reports, as well as any important memorabilia or recordings which evolve during the course of the yearly performance(s) and business of the Savoyards. Formal reports are required of the President, Secretary, Business Manager, Producer, Publicity Director, Artistic Director, and Music Director.^vi The Past-President shall deposit the archives in a secure place and shall make them available, upon request, to all persons with a legitimate interest in examining or studying them. The office of Past President shall be filled by the immediate Past President or any previous President of the Savoyards. The Past President shall serve for a one-year term.^vi

 

3. Vice President: Shall assist the President and preside at all meetings in the absence of the President. Shall serve as the official liaison of the Savoyards to other arts organizations in the Durham area. The Vice President shall serve for a two-year term^vi

 

4. Secretary: Shall record the proceedings of all meetings and carry out appropriate correspondence. On conclusion of the term, shall present these records to the Past-President for inclusion in the archives. The Secretary shall serve for a one-year term.^vi

 

5. Business Manager: Shall be responsible for the financial affairs of the organization. Shall serve as treasurer and shall receive, manage, and disburse all funds in accordance with the current budget or by direction of the Board of Governors. Shall supervise the box office for all productions, keep records of all receipts and disbursements, and present a financial report to the Board of Governors annually or as directed by the President. Shall prepare and present all budgets to the Board of Governors.^vi Shall maintain the current records and collect annual dues of the Savoyards and, on conclusion of the term, present these records to the Past President to be included in the archives.^vi The Business Manager shall serve for a one-year term.^vi

 

6. Members-at-Large: Two members-at-large shall be elected annually by the membership. ^{iii, iv} The responsibilities of the members-at-large shall be determined by the Board of Governors. Members-at-large shall serve for one-year terms.^vi

Article VI. Appointed Roles^vi

Standing appointed roles include Producer, Publicity Director, Concert Manager, and Social Director and, with the exception of the Producer, shall serve until the next annual meeting. The Board will maintain and make accessible the position descriptions for each appointed role, including duties, terms of service, and relationship to the Board and/or other appointed roles.^vi Each appointee may identify assistants to help fulfill the duties of the office.
 

1. Producer: Shall be responsible, in coordination with the Board of Governors, for all aspects of the production for which they have been appointed.^vi The Producer shall serve in that capacity until the conclusion of the work on the production.

 

2. Publicity Director: Shall be responsible for the year-round effort to communicate the activities and purposes of the Savoyards to the public, including the publicity and promotion of sing-alongs, musical productions, and other special events.^vi

 

3. Concert Manager: Shall be responsible for identification of opportunities for concert performances throughout the community and shall organize said performances for the purposes of community outreach and/or monetary compensation.^vi

 

4. Social Director: Shall be responsible for scheduling social events throughout the year, shall recruit necessary hosts for each occasion, and shall send notifications as appropriate.^vi

Article VII. The Board of Governors

1. Membership: Voting membership of the Board shall be composed of the five elected officers and two elected members at large, of which four shall constitute a quorum. The Producer, Publicity Director, Concert Manager, and Social Director, as well as the Artistic and Music Directors of the current production shall be invited to all meetings of the Board to assist the Board with its business and shall submit formal year-end reports.^vi Other Board-appointed roles are also invited to all meetings and may be required to submit formal year-end reports.^vi Board meetings shall normally occur at least once a month during a production period and at other times at the discretion of the President.
2. Duties: The Board shall (1) be responsible for all policy matters pertaining to the Savoyards, (2) decide on production(s) to be presented, (3) establish the dates upon which all productions shall be presented, (4) set amounts for honoraria, (5) approve budgets, (6) approve all unbudgeted expenditures, and (7) establish roles and committees as needed to fulfill the mission and goals of the organization, in addition to those specified herein.^vi
3. Removal: ^v An elected officer may be removed by a two-thirds vote of the Board then in office, if:
   1. 1. The elected officer is absent and unexcused from two or more meetings of the Board in a twelve-month period. The Board President is able to excuse elected officers from attendance if (a) notified in advance and (b) the reason is deemed appropriate by the President. The President shall not have the power to excuse themselves from the Board meeting attendance. In that case the currently serving Past President shall have the power to excuse the President.^vi
      &ndsp;
      Or:
      1. The Board can decide to remove an elected officer through the following process:
         1. The elected officer in question is given electronic or written notification of the Board’s intention to discuss this matter.
         2. The elected officer in question is given an opportunity to be heard, at an agreed upon Board meeting before the vote is taken.
         3. The Board’s decision to remove an elected officer is considered complete when a quorum of the Board (as defined in Article VII. A.) votes to remove the officer and that decision is communicated to that officer through electronic or written notification.^vi

    

   Article VIII. Meetings

   There shall be one meeting for the general membership required of the Savoyards, the annual business meeting, which shall be held for the election of officers and members at large for the following year. Other general meetings shall be called at the discretion of the President or upon the initiative of at least twenty percent of the membership.
    

   Article IX. Fiscal year

   The fiscal year of the Savoyards shall run from September 1 through August 31.
    

   Article X. Yearly productions

   There shall be at least one Gilbert and Sullivan opera produced each year at a time and place determined by the Board.
    

   Article XI. Financial Support

   1. The primary objective of the Savoyards’ fiscal policy is to be self-sustaining from earned income, but gifts, contributions, and grants shall also be sought and accepted at the discretion of the Board.^vi The Board may give minor grants or commissions to individuals or organizations in furtherance of the arts reasonably relatable to musical theater as a genre, provided that reserves are judged adequate at the time for investment in future productions and for contingencies. Fund-raising approaches should not preclude this possibility. Such subventions shall be at the discretion of the Board.

    

   2. No part of the net earnings of the organization shall inure to the benefit of its members, elected officers, appointed officers, or other persons 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. ⁱⁱ

    

   Article XII. Dissolution

   In the event that no officers can be identified for the Savoyards and no membership can be found qualified according to a current list of paid-up members ^v, any residual assets of the Savoyards may be claimed by the Durham Arts Council, Inc., or by a successor body to that organization, for use in its arts activities. Such claim should be asserted only after reasonable efforts have been made to revive the Savoyards or some successor body generally consistent with Article II of these bylaws.
    

   Article XIII. Amendments

   An amendment to the bylaws must be approved by a majority of the Board, subject to ratification by two-thirds of the members present at an announced general meeting. The entire membership of the Savoyards must be notified by mail (either electronic mail or postal mail as requested by the member) ^v of the proposed amendment at least two weeks prior to the announced meeting.
    
    
    
   Notes (for historical purposes only):
   ⁱ Approved  by a vote of the membership at the annual meeting held on August 29, 1991 (modern version of the Bylaws).
   ⁱⁱ Amended into the Bylaws by a vote of the membership at the annual meeting held on June 6, 1992 (added Article XI, Paragraph B).
   ⁱⁱⁱ Amended into the Bylaws by a vote of the membership at the annual meeting held on June 6, 1998 (in Article V, added a provision for electing to the Board a third member-at-large to a two-year term, with all other elected officers elected to one-year terms).
   ^iv Amended into the Bylaws by a vote of the membership at the annual meeting held on June 14, 2003 (simplified Article V, giving the Board two members-at-large with all elected officers being elected to one-year terms).
   ^v Amended into the Bylaws by a vote of the members at the annual meeting held on July 21, 2018 (addressed email as valid means of communicating to the membership, added language for a positive / open membership, creating a mechanism for removal of a member of the Board, clarified process for when the president resigns, and formalized the term of office for board members).
   ^vi Amended into the Bylaws by a vote of the members at the annual meeting held on July 25, 2020 (addressed mission, membership as function of dues payment, officer terms, titles and expectations of appointed roles, and imperative to seek gift and grant funds).