Bring Your Own Theatre Productions, Incorporated

BYLAWS AS AMENDED AND APPROVED ON SUNDAY, JUNE 12, 2022

ARTICLE I
NAME

The name of the Corporation shall be Bring Your Own Theatre Productions, Incorporated, hereby referred to as “BYOT.”

ARTICLE II
OFFICES

The principal office of BYOT shall be located at 1350 W Thorndale Ave, Chicago, IL 60660, as designated by the Staff of Directors. The Staff of Directors may designate other offices as necessary.

ARTICLE III
MISSION STATEMENT

The mission statement of BYOT shall be: BYOT aims to welcome all theater artists who wish to hone their skills in a thoroughly collaborative, hands-on atmosphere while also creating relationships that they may utilize outside of the company. BYOT will achieve its goals by exploring innovative theatrical formats such as 24 hour theater festivals, using non-traditional locations for site-specific performances, and encouraging the production of new works from emerging artists through workshops and full productions.

ARTICLE IV
ADVISORY BOARD

Section 1. An Advisory Board consisting of three (3), five (5), or seven (7) officers shall be put in place. The Board exists to advise the Staff on business, artistic and administrative policy, and affairs of BYOT. They do not have voting privileges, except in the event in which a tie-breaker is needed. In the event a tie-breaking vote is necessary, the Board gets one collective vote.

Section 2. Board Members shall be appointed and approved by the Artistic Director and confirmed by an affirmative vote by the Staff and Company at a designated Quarterly Membership Meeting.

Section 3. If a Board Member is absent from three (3) consecutive Board meetings without notifying fellow Board members, it may be determined that that Officer has resigned by a majority vote of the Officers at a duly held meeting. The remainder of the term may be filled immediately by a Board election of a new Officer.

Section 4. A Board Member desiring to resign is requested to submit said resignation in writing to the Board and the Artistic Director with a minimum of 2 weeks notice. Such resignation shall be effective upon receipt thereof by the Board or upon a later date as may be specified in the resignation.

Section 5. A Board Member may be removed from office by the affirmative vote of a majority of the other Board Members. The Board will notify Staff of their intention to vote out a Board Member no later than one (1) week before the scheduled vote and will notify Staff of results no later than 2 (days) after the vote.

Section 6. Board Members shall receive no compensation or privileges for services performed on the Board. Board Members may be reimbursed for reasonable expenses as approved by the Managing Director, in accordance with the reimbursement policy.

Section 7. Meetings of the Board shall be held quarterly. A quorum for all meetings of the Board shall be a majority of the Officers.

Section 8. Notice of quarterly meetings of the Board shall be in writing and emailed to each Board Member no less than two (2) weeks prior to the day of the meeting.

Section 9. Board Members receive one collective vote, as determined by the majority. Proxy votes are not allowed. All decisions of the Board shall be by a majority vote of the Officers present at a duly held Board meeting, except as otherwise stated by these Bylaws.

Section 10. Each Quarterly meeting of the Board shall be a closed meeting. Staff and company members may request to attend the meeting pending board approval. Any Company Member of BYOT may attend the Board meeting and participate in discussion only, as moderated by the Board members. The Board will send minutes to Staff as well as any other parties deemed necessary by the Board.

Section 11. A Director of the Board will be selected by the Board from existing Board members. The Director of the Board will be responsible for initiating and monitoring all internal correspondences of the Board and with Staff. This shall include, but not be limited to, sending notice of Quarterly Meetings, recording minutes, and sending minutes to Staff.

ARTICLE V
STAFF

Section 1. The business, property, artistic and administrative policy and affairs of BYOT shall be managed by the Company Staff.

Section 2. The Company Staff shall consist of five (5) directors: Artistic Director, Managing Director, Executive Director, Development Director, and Media Director. The Staff shall perform the duties prescribed by these Bylaws. Vacant positions can be temporarily filled by staff members.

Section 3. Each Director receives 1 individual vote, unless otherwise specified. In the case a tiebreaker is needed, the Board will receive one (1) collective vote.

Section 4. The Staff of BYOT shall be appointed by the Artistic Director. To be considered for a Staff position, candidates must submit an application to the Artistic Director. Once the Artistic Director appoints someone to fill a vacant Staff position, the appointment must be approved by a majority vote of current Staff.

Section 5. The Staff shall serve a minimum term of two (2) years.

Section 6. In the event a Staff member desires to resign, they must submit their resignation letter in writing at least two weeks prior to their desired resignation date.

Section 7. A request for removal of a Staff Member may be submitted via a petition in writing to the Artistic Director, signed and supported by two additional Staff or Board Members. Once a petition is submitted, the Staff and Board must notify the subject in writing a minimum of two weeks before convening with the subject in question, who will be allowed to state their case. There must be a majority vote by the Staff and Board Members in order for the subject in question to be formally removed from their position. Each member of the Staff and Board gets one (1) vote. A less than two vote majority may be challenged no more than once.

Section 8 A Staff vacancy may be appointed by the Artistic Director and filled by the affirmative vote of a majority of existing Staff. In the event of a tie, the Board receives one collective vote to break the tie.

Section 9. In the event the Artistic Director is unable to receive applications or requests for removal for a position, if the Artistic Director is the subject in question being appointed or removed, or if the Artistic Director position is vacant, the Managing Director shall execute their responsibilities.

Section 10. Meetings of the Staff shall be held monthly.

Section 11. A quorum for all meetings of the Staff shall be a majority of the Staff then in office. At least one Board Member may be in attendance.

Section 12. Notice of all meetings of the Staff shall be sent electronically to each Staff Member no less than two (2) weeks prior to the day of the meeting.

Section 13 Each Director Position shall have one (1) vote. Proxy votes are not allowed. All decisions of the Staff shall be by a majority vote of the Staff present at the Staff meeting, except as otherwise stated by these Bylaws.

Section 14. Each Monthly meeting of the Staff shall be considered an open session.

A. Any Company Member of BYOT may attend the open session of the Staff meeting and participate in discussion only, as moderated by the Artistic Director.

B. A closed session may be entered into at any time by a majority vote of the Staff present.

C. Closed sessions shall consist of Staff and any other persons as determined.

Section 15. Staff is responsible for reviewing the Company Bylaws, Code of Conduct, and Talent Release annually at the start of each season. Any and all changes to these documents must be approved by a majority vote of the Staff and Advisory Board. Company Members will be notified of changes to the Bylaws a minimum of two (2) weeks prior to their effective date. In the event that changes are made to the Code of Conduct and/or Talent Release, all participants, regardless of past participation, will be required to sign the documents prior to future participation.

ARTICLE VI
MEMBERSHIP

Section 1. BYOT shall have Company Members.

A. A person shall be considered a Voting Member of BYOT after participating in six (6) monthly or equivalent events.

B. Membership or participation in BYOT events will be terminated after a six (6) month lapse of participation or by a majority vote of the Staff

C. At twenty (20) monthly shows or equivalent events, Members can apply for Legacy Status via written communication. Staff will review Member’s participation within the Company, and if found in good standing, Member will be granted Legacy Status, at which point, Membership from Company can only be removed by a majority out of the Staff.

Section 2. BYOT shall have Membership Meetings.

A. One (1) Membership Meeting shall be held each semester, as determined by the Staff. Additional Membership Meetings may be called by the Staff or Board. An announcement as to the time and place of such meetings shall be disseminated no later than two (2) weeks prior to the meeting.

B. Voting Company Members must be present at Membership Meetings in order to vote on the meeting’s agenda items.

Section 3. Members may be prohibited from participation at the discretion of Staff and Board. If a member violates the Code of Conduct, the Staff and Board may vote to terminate membership on a case-by-case basis.

Section 4. Rights, Responsibilities, and Privileges of Membership.

A. Members are eligible to vote on issues during established Company Member Meetings

B. Members will be featured on the BYOT website and have their status noted in promotional documents.

C. Members will have access to Member exclusive Social Media pages.

D. BYOT will promote other artistic endeavors of its Members, with the approval of the said Member.

E. Members will receive priority casting for Monthly shows.

F. Members may be required to assist with Day-Of tasks, such as running front of house, at the discretion of the Production Manager and/or Artistic Staff.

G. Members are strongly encouraged to promote not only the shows that they are participating in, but all BYOT events.

H. Additional rights, responsibilities, and privileges may be added to Membership at the discretion of the Staff, with Members being notified of all changes a minimum of two (2) weeks prior to them taking effect.

ARTICLE VII
CONFLICT RESOLUTION

When conflicts of any nature occur between two (2) or more BYOT participants, “The Chicago Theatre Standards, rev 12/11/17” will serve as a guide to the Staff when resolving said conflict. It will also serve as a guide when addressing issues presented by individuals outside of BYOT. Staff may seek additional advice from the Advisory Board. If punishment is required (suspension, termination, etc.), Staff will be responsible for making the final decision.

ARTICLE VIII
FISCAL MANAGEMENT

Section 1. The fiscal year for BYOT shall be January 1 - December 31.

Section 2. The Managing Director will convey to the Artistic Director and Development Director the Financial Expectations and Limitations and will monitor the policies as to the compliance. This includes defining the role of the Artistic Director and the Board in the area of loans, contracts, investments, accounts and other financial management. The Managing Director shall provide quarterly updates to the Board and Staff regarding BYOT’s fiscal health.

Section 3. BYOT shall not enter into any contract or transaction with: (a) one or more of its Staff, Board or Company Members, (b) a Director of a related organization, or (c) an organization in or of which a Director is a director, officer or legal representative or has a material financial interest; unless the material facts of the Directors’ interests are fully disclosed or known to the Board, and the Board authorizes, approves, or ratifies the contract or transaction in good faith by an affirmative vote of a majority of the Staff (without counting the vote of the interested Board or Staff member), at a meeting at which there is a quorum without counting the interested Director. Failure to comply with the provisions of this section shall not invalidate any contract or transaction to which BYOT is a party.

ARTICLE IX
DISPOSITION OF ASSETS

Section 1. The Directors present at a duly held meeting called for that purpose, may alienate and convey, lend, and execute conveyances on behalf of BYOT with respect to any property of BYOT, real personal or mixed.

Section 2. The Directors present at a duly held meeting called for that purpose, may mortgage any property of BYOT, and incur and authorize the officers or agents of BYOT to incur obligations or debts in such amounts as the Board may see fit by majority vote. In the case of sale, Directors must provide receipts.

ARTICLE X
DISSOLUTION AND LIQUIDATION

In the event of the dissolution or liquidation of the corporate affairs of BYOT, all property and assets remaining (after payment of costs and expenses incident to the dissolution proceedings and after payment, satisfaction, discharge or provision for liabilities and obligations of BYOT) shall be distributed for any charitable or educational purposes as the Board of Officers shall direct, or if the Board does not so direct, then exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue of 1986, as amended, or such other provisions of state or federal law as may then apply. At the discretion of the Directors, remaining assets may be split among staff.

ARTICLE XI
PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern BYOT in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation and these Bylaws and any special rules of order the Board may adopt by affirmative vote of the Staff.

ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

Section 1. All proposed amendments to the Bylaws will be submitted in writing at the previous meeting or provided with the notice of the meeting at which the amendment(s) is to be considered. In addition, the Staff and Board will review the Bylaws annually.

Section 2. The Articles of Incorporation and Bylaws of BYOT may be amended at any meeting of the Staff and Board by the affirmative vote of a majority of Staff and Board Members.

ADDENDUMS

STAFF DESCRIPTIONS

ARTISTIC DIRECTOR: The Artistic Director is responsible for the creation, maintenance, fulfillment, and propagation of the company’s artistic mission. Artistic Director should be able to provide a plan for the following calendar year by no later than November 1 of any given year. Upon approval of the plan, the Artistic Director leads the staff/company in achieving the established goals. Specific duties include, but are not limited to:
● Guiding the company by creating, developing, and implementing the artistic vision of BYOT and maintaining the mission statement This includes scheduling the season and implementing a long term plan for the company.
● Partnering with the Managing Director to develop a budget each season
● Appointing vacant leadership positions within the staff
● Hiring and supervising key artistic and technical personnel (directors, production managers, etc) from outside of BYOT in a contractual capacity.
● Reporting to the board regularly regarding the direction of the company and current projects
● Acting as spokesperson for the company as needed and fosters relationships with outside organizations
● Working with Co-Directors as necessary to achieve the company’s goals

MANAGING DIRECTOR: The Managing Director is responsible for the creation, maintenance, and allotment of the company’s annual and per-show budget. Managing Director will work with the Artistic Director in order to help meet the company’s artistic vision while staying on budget. Managing Director will work with the Development Director to help procure and account for the required funds from varied sources including, but not limited to fundraisers, grants, and donations. Specific duties include, but are not limited to:
● Financials: Forecasting donation, attendance, and membership goals
● Creating an annual budget
● Management of the cash box and the deposits to the bank
● Tax filing for both state and federal taxes
● Managing the BYOT bank account, including all transactions, debit card use, and the ledger
● Managing and acquiring event insurance
● Managing Fractured Atlas
● Finding grants, finding grant writers as necessary, ensuring grants are completed and submitted on time, and any necessary follow-up
● Acting as spokesperson for the company as needed and fosters relationships with outside organizations
● Working with Co-Directors as necessary to achieve the company’s goals

EXECUTIVE DIRECTOR: The Executive Director is responsible for the organization and coordination of Company documents, including but not limited to attendance, minutes, waivers, file management, and inventory. Executive Director will maintain the company correspondences, and distribute correspondences as necessary. Specific duties include, but are not limited to:
● Coordinate with Artistic Director to find spaces for monthly shows and with the Development Director for special events
● Recording attendance and participation in shows, special events, and company-wide meetings.
● Coordinating distribution and collection of talent contracts and waivers. (ie: Code of Conduct, Talent Release) for monthly and special productions
● Management of day to day operations of the company, including communication infrastructure, file management, documentation, inventory, and database of the company
● Acting as spokesperson for the company as needed and fosters relationships with outside organizations
● Working with Co-Directors as necessary to achieve the company’s goals

DEVELOPMENT DIRECTOR: The Development Director is responsible for collecting funds from varied sources including, but not limited to fundraisers and donations (“income”) as well as organizing in kind donations and sponsorships. Development Director works with the Managing Director on budget fulfillment. Development Director is also responsible for Company development. Specific duties include, but are not limited to:
● Overseeing committee members and volunteers to work swag booth/bar
● Tracking membership status, including new and lapsed memberships
● Executing on-boarding process for new members
● Managing fundraising committee, working with Fiscal Director as necessary
● Planning development events and community events
● Acting as spokesperson for the company as needed and fosters relationships with outside organizations
● Working with Co-Directors as necessary to achieve the company’s goals

MEDIA DIRECTOR: The Media Director is responsible for the creation, maintenance, and execution of a marketing plan that strives to not only increase online and physical audiences through social media, but also through audience engagement/interaction, press releases, and any other appropriate media as well as creating a long term marketing plan for the company. Specific duties include:
● Maintaining a social media presence according to marketing trends of the given year
● Archiving each monthly show and any full-length production through video or photography
● Managing and updating the BYOT website as needed
● Creating marketing campaigns for productions and development
● Maintaining BYOT brand and communication standards
● Acting as spokesperson for the company as needed and fosters relationships with outside organizations
● Working with Co-Directors as necessary to achieve the company’s goals

REIMBURSEMENT POLICY

In order to be reimbursed, Staff, Board, or any other approved parties must provide the Managing Director with receipts for all purchases being reimbursed. The Managing Director will complete an Expense Report Form that will be signed off on by the Managing Director and the party being reimbursed. At that time, the Managing Director will provide the party being reimbursed with a check for the approved amount. In the event that the Managing Director is the party being reimbursed, the Artistic Director will fulfill the responsibilities of the Managing Director. The Managing Director is responsible for the maintenance and execution of company guidelines and standards, company membership, general company-wide communications, and other HR responsibilities.