Wildwood Theatre BYLAWS

 

 

Article XI – Management & Miscellaneous Provisions

Section 1. Financial Year. The accounting year of Corporation shall be the calendar year. The accounting year shall begin on the first day of January of each year and end on the last day of December of each year.

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Section 2. Books and Accounts.

A.

C. D.

B.

Corporation shall maintain appropriate checking, savings, and other accounts at a reputable bank or financial institution under the name “The Wildwood Theatre.”

ThePresidentandTreasurerareauthorizedtoactassignatoriesonallCorporationfinancial accounts. In the event the President or Treasurer positions are temporarily vacant, another Officer is authorized to temporarily act as a signatory.

Corporation’s books and accounts (or an exact copy thereof) shall be kept at the registered office.

All money fundraised in Corporation’s name shall be deposited in Corporation’s account and used for Corporation’s charitable purposes according to Minnesota and Federal fundraising laws and rules.

Section 3. Examination by Directors and Members. Every Director, Officer, and Member of Corporation shall have a right to examine, in person or by agent or attorney, at any reasonable time, and at the registered office, all books and records of Corporation and make extracts or copies therefrom.

Section 4. Legal Instruments. All contracts, agreements, and other legal instruments executed by Corporation shall be issued in the name of Corporation, not the individual name of a Director or Officer. Legal instruments shall be signed by no fewer than two (2) Officers of Corporation – the President (if able), and one other Officer. While Directors and Officers have authority to sign official documents on behalf of Corporation, they may do so ONLY after proper consideration and approval by the Board of Directors. In the absence of approval by the Board of Directors, the individual Director or Officer is personally liable on the legal instrument.

Section 5. Loans. No loans shall be contracted on behalf of Corporation nor shall evidences of indebtedness be issued in its name unless in conformance with Section 317A.501 of the Minnesota Statutes and specifically authorized by resolution of the Board of Directors. Such authority shall be confined to specific instances.

Section 6. Periodic Reviews. To ensure Corporation operates in a manner consistent with charitable purposes, files all required paperwork, and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

A. Whether compensation arrangements and benefits are reasonable, based on competent

survey information, and the result of arm’s length bargaining;

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B. Whether partnerships, joint ventures, and arrangements with management organizations conform to Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction;

C. Whether Corporation is properly filing annual paperwork with the Minnesota Attorney

General’s Office, Minnesota Secretary of State, Internal Revenue Service, and other

government entities. Corporation shall file the Form 990 with the IRS annually. In addition, Corporation shall file all required employer reports to agencies such as the Minnesota Unemployment Insurance Fund, the Minnesota Dept. of Revenue, the Minnesota Attorney General’s Office, the Minnesota Secretary of State, the Social Security Administration, and provide employee tax documents by the required deadlines.

D. Whether Corporation is properly engaging in Minnesota and Federal fundraising laws and rules.

Section 7. Publication and Media.

A. WEBSITE: Corporation’s official website shall be maintained monthly or as often as deemed necessary by the Board of Directors. The Webmaster shall coordinate with the Board of Directors with regard to website content. Corporation will be responsible for paying all costs associated with the domain name, hosting, SEO, and other related expenses related to maintaining Corporation’s official URL.

B. NEWSPAPERS AND PRESS: Corporation shall always portray the organization and its Directors, Officers, members, employees, independent contractors, and other agents in the most positive nature possible. When internal and/or external crises arise, public relations matters may require immediate referral to a mediator, and/or advice from an attorney or PR professional.

C. SOCIAL MEDIA: Social media content shall portray the organization in the most positive light possible. All content shall be actively managed by a member assigned by the Board of Directors. Information displayed on any of Corporation’s social media pages shall be accurate and true in nature.

Section 8. Affiliations. Corporation may maintain professional affiliations that benefit and strengthen the organization in its capacity to fulfill its mission.

Section 9. Policies and Procedures. The Board of Directors shall establish policies and procedures:

• To codify decisions made by the Board at regular meetings in one central location;

• Regarding internal financial controls;

• Regarding gifts and grants to other individuals/organizations;

• Regarding a code of conduct at meetings and organizational gatherings;

• Regarding employees and volunteers; and

• Regarding other topics that may become reasonable and necessary.

Section 10. Amending the Articles of Incorporation and Bylaws. Corporation shall have the power to amend the Articles of Incorporation and any Bylaws. Subject to restrictions imposed by Section 317A.133 of the Minnesota Statutes, amendments to the Articles and Bylaws must be approved by the affirmative vote of a majority of all Directors at a properly called meeting of the Board of Directors