Bring Your Own Theatre Productions, Incorporated

BYLAWS AS AMENDED AND APPROVED ON SEPTEMBER 20, 2025

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 in the State of Illinois, 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, primarily 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
STAFF

Section 1 - The Artistic Staff Directors
The Artistic Staff, hereby referred to as “Staff” or “Directors”,  shall consist of five (5) Directors: Artistic Director, Managing Director, Executive Director, Development Director, and Media Director. The business, property, artistic and administrative policy and affairs of BYOT shall be managed by the Company Staff.  To ensure continuity of current seasons and projects, the Staff shall serve a minimum term of two (2) years. Vacant positions can be temporarily filled by staff members.

Section 2 - Appointment
Staff shall be nominated by a current Director, and confirmed by a majority vote of the staff at a designated Quarterly Company Meeting.

Section 3 - Resignation and Termination
If a Director is absent from three (3) Artistic Staff meetings without notifying the Artistic Director, it may be determined that that Director has resigned. Artistic Staff Directors desiring to resign are to submit said resignation in writing to the Artistic Director with a minimum of two (2) weeks notice of day of resignation.

A request for removal of a Director may be submitted via petition in writing to the Artistic Director, signed and supported by at least two Staff Directors, Board Officers, or Company Members. In the event that the Artistic Director is the Director in question, the petition should be submitted to the next senior Director. Once a petition is submitted, the Artistic Director must notify the Director in writing a minimum of two (2) weeks before convening with the Director at an appointed meeting with the Staff, where they will be allowed to make a case for their continued appointment. The Director may request the presence of character witnesses in their defence at the meeting. There must be a majority vote by Staff in order for the Director to be formally removed from their position.

If a Director is absent from three (3) Artistic Staff meetings without notifying the Artistic Director, it may be determined that that Director has resigned.

Artistic Staff Directors desiring to resign are to submit said resignation in writing to the Artistic Director with a minimum of 2 weeks notice of day of resignation.

Section 4 - Voting
Each Director receives one (1) individual vote. In the event a tie-breaking vote is necessary, the Advisory Board gets one (1) collective vote, which will be decided by majority. 

Section 5 - Privileges and Compensation
Staff shall receive no compensation for service performed on the Artistic Staff. Privileges shall include, but are not limited to: Opportunity to develop and workshop original works with company support, higher consideration for casting or creative roles in productions, publicly identified as a Director on website, playbills, etc; invitations to company events and social gatherings, and complementary admission for Director to monthly shows.  Additional privileges and compensation may be added at the discretion of the staff with a minimum of 2 weeks notice.

Section 6 - Roles and Responsibilities
Annually, Staff will review the Bylaws, Code of Conduct, and Talent Release. Staff is responsible for conflict resolutions, barring any exceptions listed in the bylaws. Roles are defined in Appendix A.

Section 7 - Artistic Staff Meetings
Closed meetings of the Staff shall be held monthly, to which Company Members may request attendance. Notice of all meetings of the Staff shall be sent in writing to each Director no less than two (2) weeks prior to the day of the meeting. A quorum for all meetings of the Staff shall be a majority of the Staff then in office. A quorum for all meetings of the Staff shall be a majority of the Staff then in office.

Section 8 - Artistic Director Vacancy
In the event that the Artistic Director is unable to receive applications, requests for removal from the position, or the Artistic Director is in question of being removed, the next senior Director shall execute their responsibilities.

Section 9 - Personal Relationships
In the event that a Director is in a personal relationship or enters into a personal relationship with a BYOT participant, they must disclose the relationship to the remaining Directors.  The remaining Directors will be responsible for monitoring for impropriety. 

ARTICLE V
ADVISORY BOARD

Section 1 - The Advisory Board Officers
An Advisory Board, hereby referred to as “The Board” or “Officers”, consisting of at least three (3)Officers shall be put in place. The Board exists to advise the Staff on business, artistic, and administrative policy, and the affairs of BYOT.

Section 2 - Appointment
Board Officers shall be nominated by the Artistic Staff and confirmed by a majority vote by the Company at a designated Quarterly Company Meeting.

Section 3 - Resignation and Termination
A request for removal of a Board Officer may be submitted via petition in writing to the Artistic Director, signed and supported by at least two Staff Directors, Board Officers, or Company Members. Once a petition is submitted, the Artistic Director must notify the Officer in writing a minimum of two (2) weeks before convening with the Officer at an appointed meeting with the Staff, where they will be allowed to make a case for their continued appointment. The Officer may request the presence of character witnesses in their defence at the meeting. There must be a majority vote by the Staff in order for the Officer to be formally removed from their position.

If an Officer is absent from three (3) Advisory Board meetings without notifying the Artistic Director, it may be determined that that Officer has resigned.

Advisory Board Officers desiring to resign are to submit said resignation in writing to the Artistic Director with a minimum of 2 weeks notice of day of resignation.

Section 4 - Voting
The Advisory Board as a collective entity does not have specialized voting privileges, except in the event in which a tie-breaker is needed on Staff and Company votes. In the event a tie-breaking vote is necessary, the Advisory Board gets one collective vote, which will be decided by majority of the Board.

Section 5 - Privileges and Compensation
Board Members shall receive no compensation for service performed on the Board. Privileges shall include, but are not limited to: Opportunity to develop and workshop original works with company support, higher consideration for casting or creative roles in productions, publicly identified as an Officer on website, playbills, etc, invitations to company events and social gatherings, and complementary admission for Officer to monthly shows.  Additional privileges and compensation may be added at the discretion of the staff with a minimum of 2 weeks notice.

Section 6 - Roles and Responsibilities
Advisory Board Responsibilities will include the following as deemed necessary by Staff: provide guidance in areas like fundraising, marketing, production, or community engagement; offer feedback on strategic plans or artistic direction - without having final decision making power; act as enthusiastic representatives of the theatre company; help raise the theatre’s visibility, promote events, and encourage attendance; leverage personal/professional networks to open doors and foster partnerships; help identify or solicit potential donors, sponsors, or grant opportunities; host or support fundraising events or campaigns; provide feedback from a patron’s or community stakeholder’s perspective; serve as a sounding board for new ideas or bold initiatives; be present at theatre events and fundraisers; participate in brainstorming sessions, committee work, or special events; and aid in resolving conflict resolution amongst Staff. Additional roles and responsibilities may be added at the discretion of the staff with a minimum of 2 weeks notice.

Section 7 - Advisory Board Meetings
Closed meetings of the Advisory Board shall be held quarterly, attended by both Staff and Advisory Board. A quorum for all meetings of the Board shall be a majority of the Officers and at least one Staff Director. If quorum cannot be reached, the quarterly meeting will be rescheduled. Notice of quarterly meetings of the Board shall be shared in writing to Staff and Officers no less than two (2) weeks prior to the day of the meeting.

Section 8 - President of the Board
A President of the Board will be selected by the Officers from the existing Officers. The President of the Board will be responsible for initiating and monitoring all correspondences for the Advisory Board, including the announcement of the President to the Staff. The President of the Board will be responsible for clarifying when speaking for the Board or individually. 

ARTICLE VI
MEMBERSHIP

Section 1 - Company Members.
Company Members will be BYOT participants who shall have additional rights, responsibilities, and privileges.

Section 2 - Appointment.
A person shall be considered a Company Member of BYOT after participating in six (6) monthly or equivalent events. At twenty (20) monthly shows or equivalent events, Members will receive Legacy Status, at which point, Membership from Company can only be removed by a majority vote out of the Staff.

Section 3 - Probation and Removal.
Members may be prohibited from participation in events at the discretion of Staff. If a member violates the Code of Conduct, the Staff may vote to put members on probation or terminate membership on a case-by-case basis. Membership with BYOT will automatically be terminated after a six (6) consecutive shows without participation.

Section 4 - Voting
Members are eligible to vote on issues during established Company Member Meetings.

Section 5 - Privileges and Compensation 
Members shall receive no compensation for service performed as part of the Company. Privileges shall include, but are not limited to: opportunity to develop and workshop original works with company support, higher consideration for casting or creative roles in productions, promotion of non-BYOT artistic endeavors in BYOT online spaces, playbills, shows, etc; eligibility for leadership roles, publicly identified as a Company member on website, playbills, etc;  and invitations to company events and social gatherings  Additional privileges and compensation may be added at the discretion of the staff with a minimum of 2 weeks notice.

Section 6 - Roles and Responsibilities
Member Responsibilities will include the following as deemed necessary by Staff: maintain a high standard of professionalism in rehearsals, performances, and collaborations, take on non-performance roles when needed, attend regular company meetings, serve on committees, act as a representative of the company in the community and online, and help promote shows and events. Additional roles and responsibilities may be added at the discretion of the staff with a minimum of 2 weeks notice. Members can volunteer to be a Company Steward. In this capacity, Staff will seek assistance from these members for aforementioned roles prior to  putting out the call to the full Company.

Section 7 - Membership Meetings
One (1) Membership Meeting shall be held each quarter, as determined by the Staff. Additional Membership Meetings may be called by the Staff. An announcement as to the time and place of such meetings shall be disseminated no later than two (2) weeks prior to the meeting. Voting Company Members must be present at Membership Meetings in order to vote on the meeting’s agenda items.

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. In cases where the conflict is between 2 or more Directors or when the Staff has determined that they have a bias, the responsibility of conflict resolution will fall to the Board. If punishment is required (suspension, termination, etc.), Staff will be responsible for making the final decision.

ARTICLE VIII
FISCAL MANAGEMENT

Section 1 - Fiscal Calendar
The fiscal year for BYOT shall be January 1 - December 31. The Managing Director shall provide quarterly updates to the Board and Staff regarding BYOT’s fiscal health.

Section 2. Budget Management
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 management in the area of loans, contracts, investments, accounts and other financial management. When relevant, they will be responsible for including additional Staff and Board members.

Section 3. Conflicts of Interest
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 current or potential partner 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 Staff and Board, and are authorized, approved, or ratified in good faith by an affirmative vote of a majority of the uninvolved Directors , at a meeting at which there is a quorum without counting the interested Director.

ARTICLE IX
DISPOSITION OF ASSETS

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. 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 Directors 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 within the arts as the Staff shall direct.

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 Staff may adopt by affirmative vote.

ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

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 submitted in writing a minimum of two (2) weeks prior to the vote and approved by a majority vote of the Company at a Company Meeting or other meeting established for such purpose. 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.

APPENDICES 

Appendix A - Staff Descriptions

ARTISTIC DIRECTOR: 
The Artistic Director is responsible for the creation, maintenance, fulfillment, and propagation of the company’s artistic mission. The 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. The Managing Director will work with the Artistic Director in order to help meet the company’s artistic vision while staying on budget. The 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. The 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 with the Production Manager.
● 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. The Development Director works with the Managing Director on budget fulfillment. The 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 Managing 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

Appendix B - Reimbursement Policy

In order to be reimbursed, Staff, Board, or any other approved parties must provide the Managing Director with receipts for all pre-approved 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 or that the Managing Director role is vacant, the Artistic Director will fulfill the responsibilities of the Managing Director.