Annual Meeting

The Annual Meeting for the Players will take place at the theater on Sunday, August 26, 2018, at 3 p.m.

Volunteers with 15 hours or more in Westmoreland Players sponsored activities in the season leading up to the annual meeting, and Patrons making an annual monetary contribution of $300 or more are encouraged to attend and vote on Board membership and other issues.

Individuals wishing to join the Players Board of Directors, please complete the application and bring a copy with you to the annual meeting.

An amendment to Article V of the Players bylaws will be put for a vote at the annual meeting, with the amended Article reading as:

Article V:   Directors

A. This Article can only be amended or repealed at an Annual or Special Meeting of the Membership.

B. The Board of Directors (BOD) is charged by the membership with conducting the day-to-day business of The Westmoreland Players.

C. Number, Qualification, and Term: The number of Directors shall be no more than fifteen and no less than five. A member of the BOD shall serve for a term of three years. Board members are limited to no more than 2 consecutive, three year terms. Members may be re-elected to the Board after an absence of one year. Five Board members will be elected annually. Directors shall hold office until they resign, are removed, or until their successors are elected.

D. Duties and Expectations of Board Members:

1. Attend all Board meetings. Absences from three or more BOD meetings in a single year may be a basis for removal from the board.
2. Participate in at least one BOD committee.
3. Demonstrate commitment to the success and good management of The Westmoreland Players.

E. Resignation and Replacement of Directors: If a member of the BOD resigns before the completion of his/her term or is unable to complete the term for any reason, the BOD vote upon and appoint a replacement to serve until the next Annual Meeting.

F. Board Meetings:

1. Regular Meetings – The regular meeting of the BOD shall be monthly on a date determined by the Board.
2. Special Meetings – Special meetings of the BOD may be called by the President and held at any time.
3. Notification Procedures – Notice of all Board meetings shall be made by the President or his designee to each member of the Board by mail, phone, or electronic media and not less than three days prior to the meeting.
4. Order of Business – The order of business at any regular or special meeting of the BOD shall be governed by the agenda which shall be distributed with the notice of meeting.

G. Quorum and Voting Procedure:

1. A simple majority of the members of the Board must be physically present to constitute a quorum. Proxies are prohibited. Except for changes to the By-Laws a majority vote shall decide any question that may come before the Board.
2. Under special circumstances, whereas a vote is required and is not practical to call a special meeting of the board, a vote may be taken via electronic means which enables BOD members to hear each other’s comments. Such an electronic vote must be approved by a majority of the BOD (8), and must be included in the minutes of the next meeting.
3. Waiver: Notwithstanding the provisions of any of the foregoing sections, meetings of the Corporation may be held at any time and at any place, and any action may be taken thereat, if notice thereof is waived by all of the Directors of the Corporation entitled to vote, either in writing or by their presence at such meeting except as may otherwise be provided. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

H. Committees: Any committee appointed by the BOD shall be responsible to and report to the BOD who shall have final approval over the findings.

I. Rules of Conduct – The rules governing conduct of the BOD members shall be:

1. Members and family members of the BOD may be employed by the Board.
2. A member of the Board will be excluded from discussions and voting privileges when dealing with issues related to the employment of the Board member or on issues involving personal financial gain.

J. Removal of Directors – Any Board member not meeting the Duties and Expectations in Section B above may be asked by the BOD to resign. Upon refusal, a special meeting of the Membership shall be called and the matter resolved by a majority vote of the Membership in attendance at the special meeting.

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