BY-LAWS

(AS AMENDED June 8, 2008)

THE VILLAGE PLAYERS

51 GLENDON ST, PO BOX 770

WOLFEBORO, NH 03894

ARTICLE I

NAME OF THE ORGANIZATION AND PRINCIPAL OFFICE

The name of this organization is The Village Players, Inc., hereinafter referred to as the ĎOrganization" with its principal office at 51 Glendon Street in the Town of Wolfeboro, County of Carroll, State of New Hampshire. The Organizationís mailing address is PO Box 770, Wolfeboro, NH 03894.

ARTICLE II

OBJECTIVES

The purpose of The Village Players is to provide live theatrical entertainment at reasonable prices for the surrounding community and to encourage and develop participation by amateurs in all phases of the theatrical arts.

ARTICLE III

MEMBERSHIP

A. Definition of a Member of The Village Players

1. Individual

a. 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. A family membership of The Village Players includes a single household couple or a

parent(s) or guardians(s) and his/her/their minor children who have paid dues to The

Village Players within the current fiscal year.

B. Eligibility

The Village Players is open to anyone interested in participating in or supporting amateur theater.

C. Dues

The amount of 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.

ARTICLE IV

BOARD OF DIRECTORS AND OFFICERS

A. Board of Directors (The Board)

The membership shall elect the Board Members at the annual meeting from the persons recommended by the nominating committee and/or nominated from the floor of the meeting. A member who has paid his/her dues prior to April 1st of the current year and is eighteen (18) years of age or older may serve on the Board of Directors. The Board of Directors shall consist of a President, Vice President, Secretary, Treasurer plus a number of Directors to be determined by the Board, but not less than three (3). The Board of Directors of the Organization shall have at least 5 voting members who are not of the same immediate family or related by blood or marriage. No employee of the Organization shall hold the position of chairperson or presiding officer of the Board. The office of President may only be held by a member who has previously served on the Board for at least one year. Other Officers (Vice-President, Secretary and Treasurer) must have been Members of the Organization for at least one year to be eligible for election. The Board of Directors shall have the exclusive authority to manage the activities, property and affairs of the Organization and shall determine the manner in which funds of the Organization, both principal and income, shall be applied within the limitations of the Organizationís Articles of Agreement, these Bylaws, the Internal Revenue Code 501(c)3 and Chapter 292 of the New Hampshire Revised Statutes Annotated, except that the Board of Directors shall obtain the approval of a simple majority of the membership before changing the name of the Organization, or merging with or acquiring any other organization.

B. Officers

The officers of this Organization shall be President, Vice President, Secretary and Treasurer.

1. President

The President shall serve as chairman of the Board of Directors and shall preside at all meetings of the Organization and Board of Directors. The President may sign with the Treasurer any legal contracts or other instruments which the Board of Directors has authorized. The President shall appoint such committees as are needed in addition to those standing committees. The President shall perform such other duties as may be prescribed by the Directors from time to time.

2. Vice President

In the event of the absence of the President, the Vice President shall serve in his stead and perform such other duties as may be prescribed by the Directors from time to time.

3. Secretary

The Secretary shall keep minutes of all meetings of the Board of Directors and of the general membership. The Secretary shall be the keeper of corporate records of the Organization and be responsible for correspondence and perform such other duties as may be prescribed by the Directors from time to time.

4. Treasurer

The Treasurer shall keep regular books of account, which shall be open to any member in good standing; shall report at least annually to the members on the financial condition of the Organization and at such other times as directed by the Directors. The Treasurer shall have custody of all documents of title and valuable papers: shall file reports and returns required by law; and, subject to the supervision and control of the Board of Directors, shall receive and disburse all funds of the Organization pursuant to the objectives as stated in ARTICLE II and to those other areas deemed reasonable and necessary by the Board of Directors, and to perform such other duties as may prescribed by the Directors from time to time. An audit by an independent accountant may be carried out at any time at the discretion of the Board of Directors.

C. Terms and Vacancies

The President, Vice-President, Secretary, and Treasurer shall serve for one year and until their successors are elected. The President shall serve for one additional year as a Director. If for any reason the President cannot serve an additional year as a Director, the membership shall elect a replacement at the annual meeting. Other Directors shall serve for two years each with, whenever possible, two Directors being elected each year.

If a vacancy should occur for any reason on the Board of Directors, the Board shall, by majority vote, elect a replacement who shall meet the requirements for election. Any Officer or Director so elected shall hold office until the next annual meeting of the Organization.

D. Resignation and Removal

Any appointee, officer, elected director or agent of the Board of Directors may be removed by a two-thirds (2/3) majority of the Board without cause.

Resignation of Board Members should be in writing to the Board of Directors.

ARTICLE V

MEETINGS

A. Annual Meeting

The annual meeting of the Organization shall be held at any time during the final three (3) months of the fiscal year. Time and place shall be determined by the President or a committee chosen to organize the annual meeting. Members shall be notified in writing of the annual meeting no less than 25 days prior to the meeting.

B. Board Meetings

Board meetings shall be held according to a schedule agreed upon by the Board of Directors not to be less than quarterly. Other meetings of the Board may be held at the call of the President or by petition of a minimum of one third of the Board Members.

C. Special Meeting of Membership

The Organization shall hold a special meeting of the membership at the request of its Board of Directors or at the request of 10 percent of its voting members presented to the Secretary of the Organization. Members shall be notified in writing of the special meeting at least 25 days prior to the day of the special meeting.

D. Parliamentary Procedure

All meetings shall be conducted according to Roberts?Rules of Parliamentary Procedure.

E. Informal Action

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committees are contacted by means of telephone or E-mail and give the opportunity to vote on said action. Said action shall be reported at the next Board meeting and noted in the minutes of the meeting.

ARTICLE VI

COMMITTEES

A. Committees

The committees of the Organization shall consist of a Nominating Committee and such other committees as may from time to time be voted by the Board of Directors. Such committees, each of which shall consist of not less than two (2) members selected from the Board or membership shall be appointed by the President, with the approval of the Board of Directors. Members of such committees shall serve until the election of a new Board of Directors or until the completion of their assigned duties. By reason of emergency or otherwise, the Board of Directors may temporarily assume the function of any committee except the Nominating Committee. The Board of Directors has the authority to terminate any committee without cause.

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ARTICLE VII

QUORUM AND AMENDMENTS

A. Quorum

1. Board Meetings

A majority of Board Members shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

2. General Membership Meetings

A quorum for an election of board members or a change in the Articles of Agreement or By-laws or for a special meeting or any other business shall be a minimum of 20 voting members or 20 percent of the members eligible to vote whichever is less.

B. Amendments of By-laws or Articles of Agreement

These By-laws may be amended or repealed by a two-thirds vote of the members present at a quorum meeting of the general membership called for that purpose. At no time shall any amendments be made that would affect the Organizationís qualifications as a tax exempt organization pursuant to section 501 (c) 3 of the federal tax code or corresponding section of any future federal tax code.

C. Notification of Amendments

All proposed amendments to the By-laws or Articles of Agreement shall be presented to the membership in writing at least 30 days preceding the meeting at which the proposed amendments will be voted upon.

ARTICLE VIII

POLICY AND PROCEDURE

A policy and procedure manual shall be kept. A policy review committee shall be appointed by the Board as needed. The manual may be amended by the Board without approval of the general membership.

ARTICLE IX

REMUNERATION

The Directors and Officers shall serve without compensation and shall be financially disinterested. No employee of the Village Players shall serve as President of the Board of Directors or hold a position as presiding officer.

ARTICLE X

LIMITATION OF LIABILITY

Unless otherwise expressly authorized by the Board, the Directors and Officers shall serve without compensation and, pursuant to Section 508:15 of NH RSA, shall not be liable for bodily injury, personal injury and property damage if the claim for such damages arises from an act committed in good faith and without willful or wanton negligence in the course of an activity carried on to accomplish the purposes of the Organization. The Directors and Officers of the Organization shall not be liable to the organization for monetary damages for breach of their fiduciary duties to the full extent permitted by NH RSA Chapter 292. (The Organization may limit its Officers?and Directors?liability to the Organization so long as those Officers and Directors do not breach their duty of loyalty, act in bad faith, intentionally violate the law, or derive improper personal benefits from the activities of the Organization.)

ARTICLE XI

INDEMNIFICATION

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.

ARTICLE XII

NONDISCRIMINATION

The Organization shall not discriminate against any person in any manner on the basis of sex, sexual orientation, race, age, religion, disability, ethnic origin or on any other basis prohibited by law.

ARTICLE XIII

GIFTS

The Board of Directors may accept, on behalf of the Organization only, any contribution, gift, or bequest for the general purpose of the Organization; and any such contribution, gift, or bequest is subject to the Boardís acceptance. No gifts of any type may be accepted initially for any use other than that of the Organization.

ARTICLE XIV

LOANS

Notwithstanding any other provision in these bylaws, no Officer or Agent of this Organization shall have authority to borrow any funds on behalf of the Organization or to promise any assets thereof for Organization purposes or otherwise, except as expressly stated in a resolution approved by a majority of Directors, duly entered in the minutes of the Board. No loans shall be made by the Organization to any Director or Officer.

ARTICLE XV

DEPOSITORIES

All funds of the Organization shall be deposited in the name of the Organization in such bank, banks or other financial institutions as the Board may from time to time designate, and shall be drawn on checks, drafts or other orders signed on behalf of the Organization by the Treasurer and/or such other person or persons as the Board may from time to time designate.

ARTICLE XVI

CONFLICTS OF INTEREST

Any possible conflict of interest on the part of any member of the Board, Officer or employee of the Organization, 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 is less than five thousand dollars ($5,000) in a fiscal year, a two/thirds (2/3) vote of the disinterested Directors is required for approval. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds (2/3) vote of the disinterested Directors and publication in the local 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 and 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 statement.

ARTICLE XVII

ENFORCEABLITY

The failure of the Organization, the Board of Directors or a member to enforce any right, provision, by-law or condition which may be granted by these By-laws or any rules or regulations of this Organization shall not constitute a waiver of the right of the Organization , the Board of Directors or any member to enforce such a right, provision, bylaw or condition in the future.

ARTICLE XVIII

DISSOLUTION OF THE ORGANIZATION

The dissolution of the Organization my be an effect of law, insolvency or determined by a two-thirds (2/3) majority vote of the entire qualified voting membership ?and approved by the Board of Directors. At the point of dissolution of The Village Players organization, all remaining liquid and non-liquid assets, capital equipment, real estate and any funds remaining after all the Organizationís debts have been discharged shall be given at the Boardís discretion to one or more non-profit 501 (c)3-designated organizations related to theater and/or the arts..

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