BCP By-Laws

BY-LAWS

February 21st, 2012

BYLAWS OF THE BCP (BOQUETE COMMUNITY PLAYERS) FOUNDATION

ARTICLE I: Purpose and Mission

Section 1. The following are the Bylaws of the BCP Foundation, a private interest foundation organized under the laws of the Republic of Panama, hereafter referred to as “the Foundation.” Any of the sections or subsections below which conflict with the laws of the Republic of Panama shall be considered null and void; however, should any section or subsection be deemed null and void, the Foundation shall not be voided or invalidated and the remainder of the provisions of these bylaws shall remain in effect.

Section 2. The mission of the Foundation is to sponsor, produce and promote artistic events to enhance appreciation and understanding of the arts and promote a cohesive sense of community.

ARTICLE II: Membership and Meetings of Members

Section 1. Members.

The members of the Foundation are those persons who become members under the terms set forth in these bylaws.

Section 2. Qualifications.

Membership is open to all interested natural persons. A person shall become a member in good standing upon paying required dues to a member of the Foundation Council or an authorized representative of the Foundation Council. Dues are thereafter owed annually, on the first day of the month of the calendar year following the date of initial payment. Dues shall be paid in cash or by negotiable instrument, and are deemed paid when received by a member of the Foundation Council or an authorized representative of the Foundation Council. The Foundation Council retains the right to establish the amount of the dues. If a person does not pay the required dues on time, the person loses membership in the Foundation, without any further action by the Foundation or Foundation Council. However, the person may again become a member by paying the required dues.

Section 3. Restrictions.

Only members in good standing are authorized to produce or direct Foundation produced events. The performers, directors or producers of Foundation sponsored events need not be members. Only members in good standing may vote; nominate persons for the offices of the Foundation Council; be nominated for said offices; or, be elected to said offices. Only members in good standing may be appointed to offices with or committees of the Foundation.

Section 4. Annual Meetings for the Election of the Foundation Council.

The annual meeting for the election of the Council of the Foundation shall be held at a place and time as determined by the Council and as designated in the notice of the meeting. The meeting shall be held on the first Sunday of August of each year. The purpose of the meetings shall be to elect the Foundation Council and to transact other business as may properly be brought before the meeting.

Section 5. General Meetings.

The Foundation Council may, at its discretion, call a general meeting of the members to be held at a place and time as determined by the Foundation Council and as designated in the notice of the meeting. The purpose of the meeting shall be to transact business as the Council deems necessary.

Section 6. Special Meetings.

Special meetings of the members may be called by the Foundation Council at the request of at least 10% of the members of the Foundation, by written petition, setting forth the specific purpose of the requested meeting, to the Foundation Council. The Foundation Council shall call a special meeting within ten (10) days of the receipt of the petition, to be held at a place and time as set forth in the notice of the meeting. Business at the special meeting shall be limited to that set forth in the notice of the meeting.

Section 7. Notice of Meetings.

Notice of the purpose, time and place of the annual meeting, a general meeting or a meeting of members – or a regular meeting of the Foundation Council -shall be in writing and sent electronically to members of the Foundation not less than seven (7) days prior to the meeting. The notice shall also be posted on the Foundation’s blog. Notice of a special meeting of the Foundation Council shall be in writing and sent electronically to members of the Foundation not less than two (2) days prior to the meeting. The notice shall also be posted on the Foundation’s blog.

Section 8. Quorum.

At all annual, general or special meetings of the members, the members present shall constitute a quorum.

Section 9. Voting at Annual, General or Special Meetings.

At annual, general or special meetings of the members, each member shall have one vote on matters brought to a vote. The voting at any general or special meeting may, but need not be, by written ballot. The voting at the annual meeting to elect the Foundation Council shall be by written ballot. Those members unable to be present at the time of elections may request an absentee ballot. Absentee ballots must be received by the vice president prior to the time the elections are held. No proxy voting shall be allowed.

ARTICLE III: FOUNDATION COUNCIL

Section 1. Constitution and Membership.

The members of the Foundation Council shall consist of the President, Vice President, Secretary, Treasurer, Operations Manager and Marketing Director. Except as otherwise provided in these bylaws, the Foundation Council shall be elected at the annual meeting of the members of the Foundation, and each Council member shall be elected to serve terms as provided in Section 7 of this Article. However, a failure to elect a Council member at the time designated for the election shall not cause the Foundation to be dissolved or cease to exist.

Section 2. Quorum.

A majority of the Foundation Council, when acting at a duly authorized meeting, shall constitute a quorum for the transaction of business. If there is less than a quorum at any meeting of the Foundation Council, a majority of those present may adjourn the meeting without further notice. Foundation Council members may vote in person, by email or by voice over the telephone on Council business.

Section 3. Vacancies.

In case of one or more vacancies on the Foundation Council by reason of death, resignation or removal (see section 5), the remaining members of the Foundation Council will, within 30 days and by a majority vote, elect a successor or successors from the members for the unexpired term or terms of the vacated position(s).

Section 4. Meetings.

The Foundation Council shall meet at a time and place as specified in the notice of the meeting. Meetings of the Foundation Council are open to the members and notice of regular meetings shall be in writing and sent electronically to members of the Foundation not less than seven (7) days prior to the meeting. The notice shall also be posted on the Foundation’s blog. Special meetings of the Foundation Council may be held at a time and place as specified in the notice of the meeting. Notice of any special meetings shall be in writing and sent electronically to members of the Foundation not less than two (2) days prior to the meeting. The notice shall also be posted on the Foundation’s website. Non-Council members who attend Foundation Council meetings may not participate in the discussions, deliberations or votes by the council and will limit their participation to observation of the proceedings and input to that specifically requested of them by a council member.

Section 5. Removal.

At any special meeting of the members of the Foundation, duly called as provided in these bylaws, any member of the Foundation Council may, by a vote of the majority of the members present, be removed from office, for malfeasance or nonfeasance in his or her office.

Section 6. Nominations and Elections.

The Foundation Council shall notify the members, in writing 45 days prior to the annual meeting for the election of the Foundation Council, of the opportunity to nominate persons for the positions on the Foundation Council. Any member may nominate a member for a specific position on the Foundation Council by submitting the nomination in writing to the vice president of the existing Foundation Council. No second is required for a nomination. The period for nominations shall end fifteen (15) days prior to the meeting for the election of the Foundation Council, and the Foundation Council shall notify the members of those persons nominated for positions in the notice of the annual meeting. In the event that no one is nominated for any specific position on the Foundation Council, the Foundation Council will notify members of the open position(s) and accept nominations for only those position(s) any time thereafter, including from the floor at the annual meeting. Nominations from the floor at the annual election meeting may be made orally.

Members may run for a position on the Foundation Council either individually or as a group (slate). All votes will be tallied on an individual basis, for each position.

The person(s) receiving the highest number of votes shall be deemed elected for the office on the Foundation Council. In the event of a tie vote, an immediate runoff election will be held.

Section 7. Term of Office.

All council members will serve one (1) year terms.  The terms of office for the President, Vice President, Secretary, Treasurer, Operations Manager and Marketing Director shall run from the first day of September in the year in which they are elected to the thirty-first of August of the year in which their term ends.

Section 8. Duties and Responsibilities of Officers

The Foundation Council establishes the membership dues and any requirements for use of the Foundation’s facility, including the establishment of rental charges or production fees. The Foundation Council will notify the members of those charges and requirements by posting them on the Foundation’s blog. The Foundation Council will also establish the requirements for production submissions and shall notify the members of those requirements by posting them on the Foundation’s blog.

The specific duties and responsibilities of each of the members of the Foundation Council shall be as follows:

President: As principal executive of the Foundation Council, the president coordinates and manages the activities of the Foundation; presides at all meetings of the Foundation Council; conducts all general, special or annual meetings of the Foundation; oversees the business activities of the theater and events center; assures Foundation compliance with contractual obligations; and, acts as the public face for the organization. In addition, the president serves as point of contact with the attorney for BCP on all legal matters.

Vice President: The vice president assumes the duties and responsibilities of the president in his/her absence; oversees activities to obtain sponsorship; manages the business activities of the organization; initiates, plans and promotes fundraising events; and, chairs the Bylaws and Fund Raising committees. The vice president is the Elections Officer, and, as such, receives nominations for the Foundation Council, supervises elections and assures an accurate count of votes cast. In addition, he or she oversees, performs or, with the concurrence of the council, contracts for maintenance of the BCP facility.

Secretary: The secretary is responsible for accurately recording the minutes of all meetings of the members and the Foundation Council. In addition, he or she maintains all official records (except financial records); maintains inventories and property records of foundation assets; creates correspondence pertaining to Foundation business at the request of the council; and, maintains correspondence.

Treasurer: The treasurer maintains the financial and inventory/property records of the Foundation; receives and disburses funds to satisfy authorized expenditures; is responsible to the membership for all financial transactions of the Foundation; chairs the Finance Committee; and, oversees concessions and admissions income. The Treasurer also advises the president and vice president on the financial implications and bottom line impact of business decisions. Finally, he or she serves as the point of contact for all matters related to taxes and directly coordinates financial matters with the accountant and attorney.

Marketing Director: The marketing director plans and organizes events and activities to encourage the use of the theater and meeting facilities; promote appreciation and understanding of the arts; and, generate revenue.  In addition, he or she assures the list of members and member’s information is current; oversees the collection of membership dues; chairs the Membership Committee; solicits new members and encourages renewals at selected foundation events; and, plans parties, events and benefits for the members. This position also oversees the publicity efforts, blog and sales of advertising for the organization.

Operations Manager: The Operations Manager manages the theater, meeting facilities and environment in which the organization conducts its business. He or she sees that the venue is kept in proper operating order, free of hazardous or unsafe conditions – and in a manner that assures compliance with contract and operating agreements between the organization and the leasing entity. In addition, he or she supervises the booking operations of the facility and is responsible for compliance with client needs for use of the complex.  Ground keeping is also overseen by this position.

In addition to the regular council members, several individuals will be appointed by the council to manage functions necessary for the success of BCP mission. These managers are assigned to a council member and assist him or her to carry out functions identified as vital to attaining or maintaining the day to day activities of the organization. The individuals assigned to the functional manager positions are not council members and do not vote on council matters. The positions are permanent and do not expire with the terms of the council members. It is the council’s responsibility to assure they are filled by experienced and responsible individuals. The positions will be filled by volunteers as much as possible.

The first of these is a person to manage the artistic and cultural activities presented in the complex. The position description is as follows:

Creative Director: The creative director searches for suitable material for foundation productions; evaluates the capabilities of the organization to successfully perform all productions proposed to the council; advises the council on all artistic matters brought before it; and, oversees all productions undertaken by BCP from proposal to performance. In addition, he or she plans, coordinates and manages training activities to enhance the performance and production capabilities of actors, directors and support staff. If no volunteers are available to fill this position, a stipend in an amount determined by the council can be offered as remuneration for each of the four (4) major annual productions. The person in this position reports to the council president.

A second functional manager position is that of a person to manage the venue, it’s renters and it’s on-going activities. The duties and responsibilities of this position are as follows:

Facility Manager: This person serves as the point of contact for all clients who want to rent the facility. He or she contracts with those who use the facility and assures their compliance with the facility use rules specified in the contract. In addition, this individual maintains the master calendar and manages all activities that take place in the complex. Finally, this manager assures that the portion of the complex that is rented is properly configured for the intended use. This position reports to the Operations Manager.

A third functional manager position is that of Membership Manager whose duties and responsibilities are as follows:

Membership Manager: The person in this position is responsible for all things pertaining to membership including recruitment, dues collection, membership card production and member contact information.  He or she maintains a presence at various BCP functions to recruit new members and remind those in arrears to make their dues current. In addition, this individual maintains statistics on membership and reports to the council on membership status. This person reports to the Marketing Director.

A forth functional manager position is that of Garden Manager. This position is described as follows:

Garden Manager: The person in this position designs and maintains the gardens surrounding the facility. If labor is contracted, this individual oversees the contractor’s activities, assures quality and timely payment for service. This position reports to the Operation Manager.

The final functional manager position is that of Bar Manager. This position is described as follows:

Bar Manager: The incumbent recruits and schedules volunteers to staff the bar when BCP or other organizations request it in support of functions held at the complex. He or she assures that the bar is set-up, stocked and staffed prior to the start of the event. In addition, he or she monitors inventories of beverages and supplies – and assures that the stock is replenished when it drops below desired levels.

ARTICLE IV: Committees

Section 1. General Authorities.

Other than as set forth in these bylaws, the Foundation Council shall, at its discretion and by the affirmative vote of a majority of the members of the Council, establish committees and appoint Chairpersons as it shall deem necessary to conduct or perform the various duties, functions and responsibilities of the Foundation. The committees shall have and may exercise the powers conferred or authorized by the resolutions appointing them.

Section 2. Terms of Office.

The terms of office of the committee chairpersons appointed by the Foundation Council shall be for the period deemed necessary by the Foundation Council, but, under no circumstances shall exceed the term of office of the appointing Foundation Council.

The term of office of the Creative Director is at the discretion of the council.

Section 3. Vacancies.

In the event of a vacancy in the chairperson of any committee by reason of death, resignation or removal, the remainder of the term may be filled by a member designated by a majority of the Foundation Council.

Section 4. Duties and Responsibilities.

The committee chairperson appointed by the Foundation Council shall have the duties and responsibilities as established by the Foundation Council.

ARTICLE V: Asset Distribution on Dissolution

In the event that the Foundation is dissolved, the assets of the Foundation shall be donated to educational and/or charitable institutions in Boquete as decided by the members, for their use, sale or disposal. No member shall be entitled to any assets or the proceeds of any sale of assets.

ARTICLE VI: Amendments to the Bylaws

These Bylaws may be amended, altered or repealed by a vote of a majority of the members present at a meeting called by the Council for that purpose, providing written notification stating the purpose of the meeting has been made to all members at least ten (10) days prior to the meeting.