160 Main St., Route 101
Marlborough NH 03455 US
Conflict of Interest (passed by unanimous vote of Board on 02/20/2008): Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but if less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of an agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy.
Amendments to these by-laws can be proposed at any meeting of the Board of Directors and adopted by a simple majority vote of voting members present at the meeting.
B. Directors: The number of directors comprising the full Board of Directors shall be at least 4 and may be as many as 15. There are the following Directors:
A. Officers: The executive officers of the organization shall be the President, Vice President, Secretary, and Treasurer, all of whom shall be elected at the annual meeting and shall hold office during the pleasure of the Board of Directors. The Officers may also be Directors and fulfill multiple Director roles, but this is not required. The President or his/her appointed delegate shall preside at all meetings of the voting members. When the Board is not in session, the President shall have general management and control of the business affairs of the organization.
Branch River Theatre shall have only one class of membership with the privilege of voting, and that is at present limited to the Board of Directors. Said voting members shall elect the Board of Directors of the organization and each elected director shall serve for a term of one (1) year, not exceeding two (2) years consecutively, or until their successors are elected and qualify. Voting members shall vote on such matters, including the election of officers, as the Board of Directors may from time to time submit thereto for action. Voting members shall have designations, rights, privileges, and be subject to such qualifications, obligations, dues, requirements and limitations as the Board of Directors shall from time to time determine by resolution except as otherwise provided by these by-laws, by the Articles of Incorporation or by statute.
A. All policies of this organization are non-partisan and non-sectarian.
B. All policies are set according to non-profit standards of federal and state laws.
C. All policies reflect the goals set forth in Article II in order to enhance recreational and educational experiences of the public.
The purpose of Branch River Theatre, Inc. is the production of and participation in theatre for the cultural enrichment and enjoyment of the group and community.
The name of the organization Branch River Theatre, Inc./Keene Community Theatre, Inc. hereinafter call Branch River Theatre.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the organization shall be signed by the Treasurer and one other officer of the Executive member of the Branch River Theatre Board.
The management of all business, property and affairs of the organization shall be vested in the Board of Directors. The Board may exercise all of the powers of the organization and do all lawful acts and things, including the adoption of such rules and regulations for the conduct of its meetings, the exercise of its powers and management of the organization as it may deem proper, consistent with the statutes, articles of incorporation and these by-laws, not thereby conferred upon or reserved to the members.
Vacancies on the Board shall be filled by a majority vote of voting members at any meeting of the board. Any officer or director may be removed by a majority vote of voting members at any meeting of the board.
F. Fiscal Year:
The organization's fiscal year shall consist of twelve (12) months which shall close annually on June 30.
P.O. Box 336
Keene, NH 03431 US