Revised: August 7, 2005

Article I - Identification

1. Name. The name of the theatre group shall be the Williamsburg Players, Inc., herein also known as the Players.
2. Status. The Williamsburg Players is a nonprofit Virginia corporation and is exempt from Federal income taxation under the provisions of Section 501(c)3 of the Internal Revenue Code.
3. Purpose. The Williamsburg Players exists to offer the greater Williamsburg community an opportunity to participate in all aspects of community theatre.

Article II - Membership

1. Membership. Any person who is interested in the development of the Williamsburg Players and who supports its purposes and programs is eligible for membership. Annual membership is obtained either:
   1. through purchase of dues as specified in II.3; or
   2. through application to and approval by the Board of Directors; or
   3. through Honorary Memberships that the Board of Directors may bestow for faithful or special services.
   Membership as defined in b and c above may not include a ticket to each production of the regular season of the Players. Membership always excludes admissions to special events, off season shows, or other theatre activities unless specifically noted.
2. Season and ticket prices. The Board of Directors shall fix annually a scale of season subscription prices and ticket prices for regular, student or other special admissions. In addition, the Board shall fix a scale of supplemental contributions which shall entitle the donor to an donor listing.
3. Dues. The payment of annual dues shall consist of:
   1. The purchase of any donor-level season subscription (see II.2); or
   2. The purchase of a season subscription plus donations which together exceed the cost of purchasing a general admission ticket for each show.
4. Term. The term of membership shall be annual, extending until the first of September following the fiscal year in which purchase is made.
5. Privileges. All members may vote on all matters duly presented at any meeting of the membership, may hold any office of the Corporation in accordance with these Bylaws, may attend Corporation meetings, and may participate in all Corporation activities.

Article III - Membership Meetings

1. Annual Meetings. Members of the Corporation shall meet regularly once a year for the election of the Board of Directors and the transaction of such other business as may duly be brought before them. The annual meeting of the membership shall be held no later than the last day of August of each year.
2. Special Meetings. Special Meetings of the membership may be called at any time by the President, the Board of Directors, or a group of members constituting at the time at least one-tenth of the membership of the Corporation.
3. Notice. Notice of time and place of every regular and special membership meeting shall be mailed or publicly advertised not less than ten days prior to the meeting.
4. Quorum: A quorum shall consist of twice the number of Directors elected and serving, plus one.
5. Voting. Only members of the Corporation may vote in any membership meeting, and the President or other presiding officer may require proof of membership as a condition to voting.

Article IV - Board of Directors

1. Composition. The Board of Directors shall consist of not more than twelve persons. Board members are either Officers, as described in Article V.1, or Directors-at-Large. No Board member may serve as Director-at-Large if an Officer position is available, unless approved by a majority vote of the Board.
2. General Powers. The affairs of the Corporation shall be managed by the Board of Directors, in which shall be vested all powers of the Corporation except as otherwise provided in the articles of Incorporation and these Bylaws.
3. Indemnification. Every member of the Board of Directors shall be indemnified by the Players against all costs and expenses reasonably incurred resulting from any action or suit to which the Director may be a party by reason of being a Director, except in matters in which it is shown that the Director acted in bad faith or willful misconduct in the performance of the Director's duties. Such expenses shall include attorney's fees, damages, and reasonable amounts paid in settlement.
4. Qualifications. All Directors must be members of the Corporation in good standing and holders of a season subscription.
5. Disqualifications. In order to avoid a conflict or the appearance of a conflict of interest in either developing the programs or safeguarding the assets of the Corporation, no more than one person from the same immediate family may serve simultaneously on the Board. The Board is empowered to add further, similar disqualifications.
6. Election. New Directors shall be elected to the Board at the annual meeting and shall be done by majority vote of the membership. No fewer than four Directors shall be elected at each annual meeting and shall hold office for three years or until their successors shall have been elected and qualified.
7. Term Limit. No Director may serve for more than three successive terms. In order to become eligible to serve again as a Director, a member must not be a Director for a period of twelve (12) calendar months.
8. Removal. Any Director may be removed for cause by a two-thirds vote of those Directors elected and serving. Cause shall be defined to include, but not limited to: misuse of Corporation funds or property; conduct as a Director prejudicial to the name or success of the Corporation; gross neglect of the duties and responsibilities incident or assigned to the office of Director; or repeated absences from Board meetings.
9. Vacancies. A vacancy in the Board of Directors shall occur automatically when a Director (a) is removed from office under the provisions of IV.8 above; (b) leaves the community permanently; (c) resigns the position in writing; (d) discontinues membership in the Corporation; or (e) fails, willfully or without explanation, to attend three consecutive meetings of the Board. The remaining Directors may select a member of the Corporation to fill the vacancy until the next annual or special meeting, at which time a Director shall be elected to serve out the remainder of the term.
10. Meetings. Meetings of the Board of Directors shall be held at least four times per year at times and places fixed by resolution of the Board, or upon call of the President. The Secretary or officer performing the duties of the Secretary, shall give each Director not less than 48 hours notice of every meeting of the Board.
11. Closed Meetings. Meetings of the Board of Directors are normally open to members of the Corporation. The Board, by a majority vote, may go into closed session to discuss personnel or real estate matters.
12. Quorum. A simple majority of the Directors elected and serving at the time of any meeting shall constitute a quorum for the Board of Directors.
13. Policy and Procedures. The Board of Directors may establish, terminate, or modify Policies and Procedures, which must be approved by a majority vote of the Board and must be recorded in the minutes.

Article V - Officers and Committees

1. Chief officers and their duties. The chief officers of the Corporation and their respective duties shall be:
   1. the President, who shall be the chief executive officer of the Corporation with responsibility for general supervision of the affairs of the Corporation, shall act as Chairman of the Board of Directors, preside at membership meetings, sign or countersign all contracts and other instruments of the Corporation, report to the annual membership meeting, and perform all other such duties as are incident to the office or are properly required by the Board of Directors;
   2. the Vice President, who shall assume the duties of the President in the event of an unspecified or unexpected absence of that officer.
   3. the Secretary, who shall issue notices of meetings, keep minutes of meetings, handle Corporation correspondence, sign with the President such instruments as require such signatures, and make such reports and perform other such duties as are incident to the office or are properly required by the Board of Directors;
   4. the Treasurer, who shall have custody of all Corporation funds and shall deposit the same in the name of the Corporation in such bank or banks as the Directors shall direct, disburse funds as stipulated by the Board of Directors, keep the books of the Corporation in order and open to inspection at any reasonable time by any member, present such books in good order at least once in every fiscal year for examination by an auditor or auditors as directed by the Board of Directors, oversee the preparation of the annual federal tax report, and perform all other such duties as are incident to the office or are properly required by the Board of Directors; and
   5. the heads of the following Standing Committees:
      1. Business and Finance: whose primary responsibility is the management of the funds of the Corporation;
      2. Development: whose primary responsibility is community relations, including fund raising;
      3. Facilities: whose primary responsibility is the management of the buildings and grounds of the Corporation;
      4. Planning and Assessment: whose primary responsibility is developing strategic plans and assessing achievement of those plans; the Audit Task Force reports to this committee;
      5. Program: whose primary responsibilities include the Corporation's programs, including plays and scholarships;
      6. Volunteers: whose responsibilities include volunteer training and recruitment and nomination and recruitment of Directors.
2. General Powers. The above officers shall have daily operating responsibility for the affairs of the Corporation.
3. Qualifications. All officers named in Article V.1 shall be members of the Corporation and also duly elected members of the Board of Directors as prerequisites to standing for office.
4. Election. All officers shall be elected by the Board of Directors at the first regular meeting of the Board following the annual membership meeting for terms not to exceed one year or until their successors shall have been elected and installed.
5. Removal. Any officer may be removed from office by two-thirds vote of the Directors elected and serving.
6. Ad Hoc Committees. Unless otherwise specified in these Bylaws, the President or the Board of Directors may establish ad hoc committees or task forces, designate the chairman and members of such committees, and prescribe their duties. The President shall be a member, ex officio, of all committees.

Article VI - Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July in each year and shall end on the thirtieth day of June of the next year.

Article VII - Fairness

In the recognition that no set of Bylaws can cover all circumstances, in the event of an issue arising which is not covered by these Bylaws or Policies and Procedures, the issue shall be decided upon the basis of fairness, the good of the Players, and common sense.

Article VIII - Miscellaneous

1. Rules. The rules contained in Roberts Rules of Order revised shall apply in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws or the special rules of order established by the Board of Directors. The President is permitted to vote at meetings of the Board. Similarly, the Director of a standing committee is empowered to vote at meetings of the standing committee.
2. Amendments. These Bylaws may be amended by a vote of two-thirds of the members voting at any annual or special meeting of the membership, a quorum being present, where such proposed action has been announced in the call and notice of such meeting.

Article IX - Dissolution

In the event of the dissolution or termination of the organization, any real property will be made available at no cost by donation to similar area non-profit theater organizations to include the Drama departments of the College of William and Mary, Thomas Nelson Community College, and Christopher Newport University, and any other assets remaining after the payment of the organization's debts and liabilities shall be transferred to another organization for the benefit of the citizens of Williamsburg, James City County, and the Bruton District of York County at the discretion of the Board of Directors. No officer or member of the Williamsburg Players shall receive any portion thereof.