ARTICLES OF AGREEMENT
(AS AMENDED NOVEMBER 18, 2007)
THE UNDERSIGNED, BEING PERSONS OF LAWFUL AGE, ASSOCIATE UNDER THE
FIRST: The name of the corporation shall be:
The Village Players
SECOND: The object for which this corporation is established is:
The object for which the corporation is established is:
To provide fine year round live theatrical entertainment at reasonable prices for the surrounding area; to encourage and develop participation for amateurs in all phases of the theatrical arts; to provide a stimulus for participation by non-professional and original talent in acting, directing, producing, etc., and any and all phases of the theatre.
THIRD: The provisions for establishing membership and participation in the corporation are:
A. Definition of a Member of The Village Players
1. Individual – an individual member of The Village Players is one who has paid dues to The Village Players within the current fiscal year.
2. Family – a family membership of The Village Players includes a single household couple or a parent(s) or guardian(s) and his/her/their minor children who have paid dues to The Village Players within the current fiscal year.
The Village Players is open to anyone interested in participating in or
supporting amateur theater.
Dues shall be determined by the Board of Directors
D. Fiscal Year.
The fiscal year is defined as January 1 through December 31.
E. Voting Qualifications:
The individual must be a member who has paid his/her dues prior to April
1st of the current fiscal year, and must be eighteen (18) years of age or older. An individual member is entitled to one vote. A family membership is entitled to one vote per adult with no more than two (2) votes per family. A member must be present to vote.
F. Pursuant to New Hampshire R.S.A. section 292:6 the power to alter, amend, or
repeal this corporation’s bylaws or its articles of agreement or to adopt
new bylaws or articles of agreement is reserved to the voting members of
the Village Players.
G. No part of the net earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the preceding paragraph hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Resolutions or the original Articles of Agreement, the corporations shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future US Internal Revenue law.)
FOURTH: The provisions for disposition of the corporate assets in the event of dissolution of the corporation including the prioritization of rights of shareholders and members to corporate assets are:
Upon dissolution of the corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future US Internal Revenue law), as the Board of Directors shall determine. Such assets not so disposed of shall be disposed of by the Superior Court of Carroll County (or the court of general jurisdiction in the county in which the principal place of business of the corporation is located at the time of such dissolution) exclusively for such purposes or to such organization or organizations, as the said court shall determine, which are organized and operated exclusively for such purposes.
FIFTH: The address at which the business of this corporation is to be carried on is:
The Village Players
SIXTH: The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates are:
SEVENTH: Provision eliminating or limiting the personal liability of a director, an officer or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer or both is:
The Village Players shall indemnify and hold its directors harmless from all suits, claims, injuries or damages asserted against them, as long as the director or officer to be indemnified has not acted in bad faith or engaged in intentional misconduct or knowing violation of the law, or derived improper personal benefit.
(AS AMENDED NOVEMBER 18, 2007)