(Revised and adopted June, 1998)

Section 1.1. Objectives. The objectives of this corporation shall be to promote participation, appreciation and enjoyment of live community theatre, public cinema, and related and consistent artistic and musical endeavors of the community.

Section 1.2. Not for Profit. This corporation is not organized for profit or organized to engage in an activity ordinarily carried on for profit and no part of its net earnings will inure to the benefit of any member or individual.

Section 2.1 Principal Office. The principal office of the corporation in the State of Iowa shall be located in the City of Vinton, County of Benton, Iowa.

Section 2.2. Registered Office and Registered Agent. The corporation shall have and continuously maintain in the State of Iowa, a registered office and a registered agent whose office is identical with such registered office, as required by the Iowa Non-Profit Organization Act. The registered office may be but need not be the same as its principal office in the State of Iowa. The registered office or the registered agent at such a registered office or both may be changed from time to time by the Board of Directors by compliance with the applicable provisions of the Iowa Non-Profit Organization Act.

Fiscal Year. The Fiscal Year for ACT I of Benton County shall be July 1 to June 30. The Board of Directors shall approve an operating budget for a given season by July 31 of the Fiscal Year.

Section 4.1. Membership. Membership shall be open to all individuals who have paid the membership fee, completed eighth grade and have participated in one production during the past season. Participation shall be any contribution credited in a program under cast or staff, and shall also include those who participate as patrons. Participation as a member shall run from the time of participation up to but not including the annual meeting the following season. The membership fee shall be determined by the Board of Directors.

Section 4.2. Subscription Fee A subscription fee will be assessed to persons wishing to receive the newsletter. The amount of the fee will be determined the Board of Directors.

Section 5.1. Election of the Board of Directors. The Board of Directors of ACT I of Benton County shall consist of seven members elected by the General Membership. Officers shall be elected by the Board of Directors from among its members. The terms of office will be staggered with the first election following the ratification of these bylaws. Following the first election, all terms shall be for three years.

Section 5.2. Board Officers. The Board Officers shall be President, Vice-President, Secretary and Treasurer. As soon as possible following the annual meeting, the Board shall hold an organizational meeting to elect officers for the coming season. Officers of the previous term shall retain their positions until the new board elects their successors, even if the outgoing officers will not be returning to the board.

Section 5.3. Staff and Standing Committees. The Board shall appoint such staff and standing committees as it deems necessary to carry out its policies. Staff shall be compensated at the discretion of the Board.

Section 5.4. Limitation of Term of Office. No limit shall be placed on how many consecutive terms a member of ACT I of Benton County may serve as Board Member or Board Officer.

Section 5.5. Participation Requirement. Any Officer or Board Member who does not participate in at least one production during his or her term shall not be eligible for election to the Board during the next term.

Section 5.6. Removal. Any Board Member or Officer may be removed at any time by the General Membership. Any illegal or fraudulent acts pertaining to ACT I or malfeasance of office shall be considered grounds for removal. A Board Member or Officer may be removed from office by a two-thirds vote of the General Membership.

Section 5.7. Vacancy in Board of Directors or Office. Should a vacancy in Office or Board of Directors occur, the President shall, with the approval of the Board of Directors, appoint an eligible member to serve the balance of the unexpired term.

ARTICLE VI

Section 6.1. General Membership Meetings. General Membership Meetings shall be quarterly each year: June, September, December, March.

Section 6.2. Annual Meeting. The annual meeting shall be held in June of each year and shall be for the purpose of electing Board of Directors and to conduct other business.

Section 6.3. Special Meetings. Special meetings may be called by the President, a majority of the Executive Board, or by the written request of at least one-third of the General Membership.

Section 6.4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Roberts Rules of Order. The rules set forth in the current edition of "Roberts Rules of Order, Newly Revised" shall govern in all applicable cases which are not inconsistent with the Bylaws and special rules which have been duly adopted by the General Membership.

ARTICLE VIII

Amendments. These Bylaws may be amended by a two-thirds majority vote of the General Membership of ACT I of Benton County present at the meeting where the vote has been called, providing the following conditions are met: there must be at least a quorum present at the meeting, as defined in Article VI, Section 4, and the proposed amendment must be reduced to writing and dispersed to the General Membership at least thirty days prior to the vote.

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