ALT’s Bylaws – Ardmore Little Theatre

Ardmore Little Theatre Inc.
By-Laws Addendum Sheet
This document was amended October 2024 by the board of directors with the following
changes: Article V, Section 5 added(Exec Comm) – was also updated utilizing Microsoft AI
at this time.

BY-LAWS OF ARDMORE LITTLE THEATRE, INC.

ARTICLE I
SECTION 1: The name of this Corporation shall be “The Ardmore Little Theatre, Inc.”
SECTION 2: Its principal office shall be located at the Charles B. Goddard Center for the Visual
and Performing Arts, Inc., 401 First Avenue, S.W., Ardmore, Oklahoma.

ARTICLE II
SECTION 3: All members of the Little Theatre in good and regular standing shall be members
of this corporation and are entitled to vote at any regular or special meeting of the membership.
The qualifications of a member in good and regular standing shall be established by the Board of
Directors.

ARTICLE III
SECTION 1: There shall be an annual meeting of the corporation on the first Saturday in June,
or as soon thereafter as the same can be scheduled, at which time the Board of Directors shall be
elected and any business coming before such meeting may be transacted. The meeting shall be
held at a place designated by the Board of Directors and specified in the notice of the meeting.
Unless otherwise specified, the annual meeting shall be held in the Charles B. Goddard Center
for the Visual and Performing Arts, Inc. at Ardmore, Oklahoma.
SECTION 2: Special meetings of the members of this corporation, otherwise known as the
general membership, to be held at the same place as the annual meeting, may be called at any
time by the President, and in his or her absence, by a majority of the Board of Directors.
SECTION 3: Notice of the time and place of all annual and special meetings shall be given by
the Board of Directors by announcement in the form of unregistered mail or email five (5) days
prior to the meeting.
SECTION 4: The President, or in his or her absence, the Vice-President, shall preside at all such
meetings.
SECTION 5: Each member of the Ardmore Little Theatre in good and regular standing, shall be
entitled to cast his or her vote, it being provided, however, that a standing Credentials Committee
be appointed by the President to consist of the Secretary and the Treasurer and such others as the
President may appoint and said Credentials Committee shall at each and every regular or special
meeting investigate the persons present and report to the President whether or not all persons
present are eligible and entitled to vote. The decision of the Credentials Committee shall be final.
SECTION 6: A quorum for the transaction of business at any such meeting shall consist of ten
(10) percent of the members in good and regular standing.
Revised 10/24

ARTICLE IV – DIRECTORS
SECTION 1: The business of the corporation shall be managed by a Board of Directors,
composed of not more than eleven (11) members. Nine (9) of the directors shall be elected by the
general membership. Three (3) directors shall be elected at the annual meeting each year and
shall serve for terms of three (3) years. A director may be elected for successive terms.
SECTION 2: The President of the corporation may appoint two (2) directors who shall serve
until the next annual meeting of the membership. Such appointed directors shall have the same
powers and duties as the elected directors.
SECTION 3: Each elected or appointed director shall be an adult member of Ardmore Little
Theatre in good and regular standing for at least one (1) year preceding his or her election or
appointment. No elected nor appointed member may be a W2 employee of Ardmore Little
Theatre. If a question should arise, the Credentials Committee shall have the sole authority to
determine if a person has been a member in good and regular standing for at least one (1) year.
SECTION 4: Each elected or appointed director shall be a director in good standing for the term
of office to which he or she has been elected or appointed. Any director, elected or appointed
who shall miss three successive meetings of the Board of Directors, shall be deemed to have
vacated his or her respective appointment or election and shall be replaced in the manner
referenced in Section 8 below.
SECTION 5: Regular meetings of the directors shall be held periodically at such times as may
be agreed upon by the directors. Unless otherwise designated, the regular meetings of the
directors shall be held in the Charles B. Goddard Center for the Visual and Performing Arts, Inc.
at Ardmore, Oklahoma.
SECTION 6: Special meetings of the Board of Directors to be held at any place designated by
the President and may be called by the President, and in his or her absence, by the
Vice-President, or by any three members of the Board. With the unanimous consent of the
directors, special meetings of the Board may be held without notice, at any time and place.
Notice of all regular and special meetings, except those by unanimous consent, shall be given by
mail, email, or personal communication at least three (3) days prior to the time fixed for the
meeting.
SECTION 7: A quorum for the transaction of business at any regular or special meeting of the
directors shall consist of six members of the board.
SECTION 8: Vacancies in the Board of Directors may be filled by the remaining directors at
any regular or special director’s meeting.
SECTION 9: At any annual general membership meeting, the directors shall submit a statement
of business done during the preceding year together with a report on the condition of its tangible
property and of the general financial condition of the corporation.
Revised 10/24
SECTION 10: Proxy votes of any meeting of the directors or general membership are expressly
prohibited.

ARTICLE V
SECTION 1: The officers of this corporation shall be President, Vice-President, Secretary and
Treasurer, who shall be elected by the members at the annual membership meeting for a term of
one year and shall hold office until their successors are duly elected and qualified. No one shall
be eligible for any of said offices who is not a director of the corporation and any such officer
who ceases to be a director, shall cease to hold office as soon as his or her successor is elected
and qualified.
SECTION 2: The president shall preside at all meetings of directors and of the general
membership, shall sign all written contracts of the corporation and shall perform all such other
duties as are incident to his or her office. In the case of the absence or disability of the President,
his or her duties shall be performed by the Vice President.
SECTION 3: The Secretary shall issue notices of all director’s and general membership
meetings and shall attend and keep the minutes of the same, shall have charge of all corporate
books, records, and papers, shall be custodian of the corporate seal, shall attest with his or her
signature and impress the corporate seal of all written contracts of the corporation and shall
perform all such other duties as are incident to the office of Secretary.
SECTION 4: The Treasurer shall have custody of all money and securities of the corporation.
All checks of the corporation of the amount of $1,000.00 or less shall be signed by the Treasurer
or President. All checks issued on the corporation greater than $1,000.00 shall be signed by the
Treasurer or President and one other Board officer. The Treasurer shall make a report on the
general financial condition of the corporation at the request of the Board of Directors and at each
annual meeting of the general membership. (Amended by action of the Board August 2, 2016.)
SECTION 5: ALT EXECUTIVE COMMITTEE – The Executive Committee is a subsection of
the board of directors consisting of the Chairperson, Vice Chair, Treasurer and Secretary. Its
function is to discuss urgent matters that affect the organization and bring them to the full board’s
attention. It is an extension of the full board and acts as its eyes and ears. The Executive
Committee is expected to fulfill the following responsibilities:
● Resolving urgent matters: Urgent matters that need the board’s attention are brought to
the executive board who then decides if it can be handled by them or must be passed to
the full board.
● Organizational oversight: Executive Committee members are charged with oversight
responsibilities, including supervising the daily application of board policies and ensuring
the board’s commitment to maintaining good governance procedures.
● Deciding on behalf of the board: The Executive Board is entitled to act for the full
board. It functions as the board’s steering wheel, giving priority to issues that the
directors should address. All matters discussed and decided upon by the Executive Board
are to be brought back and reported to the full board of directors.(Amended by action of
the Board November 5, 2024)
SECTION 6: The President of the corporation shall be an ex officio member of the Board of
Trustees and all standing committees, as provided in Article VII, Section 4.
SECTION 7: If any officer should die or resign during his term of office, the directors shall
appoint an officer to fill the remainder of such term.

ARTICLE VI
SECTION 1: The By-laws of this organization, as a corporation, shall always be subordinate to
the Constitution and laws of the State of Oklahoma.

ARTICLE VII
SECTION 1: A meeting of the general membership can be called by the Board of
Directors at any time or by 25 general members of the corporation by requesting such a
meeting in writing to the Board of Directors and affixing their names to said request. It
shall then be the mandatory duty of the Board of Directors, upon receipt of said request
signed by 25 members, to call a general membership meeting after giving 10 days’
notice.
SECTION 2: The Board of Directors shall have the power, and it shall be their duty to
employ and discharge any employees the said Board deems necessary to employ or
discharge.
SECTION 3: The Board of Directors shall have the power, and it shall be their duty to set
the policies of this corporation, to appoint standing or temporary committees necessary
for the functioning of this corporation, and to carry on the general business of said
corporation. The Board shall have the sole authority to select the plays to be produced,
to designate the director for each play, and to establish policies and guidelines to be
followed in all aspects of the production of each play.
SECTION 4: The Board of Directors shall appoint three people who are board members
of this corporation to act as trustees for all real property held by said corporation.
(Amended by action of the Board August 2, 2016.)

ARTICLE VIII
SECTION 1: It shall be the duty of the trustees of the said organization to hold title of
any real property in the name of this corporation; to pay taxes on said property as the
same may become due; to convey any real property in the name of the corporation at
the direction of the Board of Directors of said corporation and to do all things and
perform all acts incidental to the holding of real property in the best interests of the
corporation.
Revised 10/24

ARTICLE IX
SECTION 1: In the event of the dissolution of the Ardmore Little Theatre, Inc., the
property owned by said organization shall be distributed to the Board of Education,
Independent School District No. 19, Carter County, Oklahoma, for use in the Speech and
Drama Department of Ardmore High School.

ARTICLE X
SECTION 1: The Board of Directors, at any regular or special meeting, is authorized and
shall have the authority to make and adopt, and to amend, supplement, and repeal the
bylaws of this corporation by affirmative vote of the majority of all members of the
board. (Adopted by Resolution at Annual Meeting of Membership June 21, 2008.)

ADOPTED AND APPROVED this 5th day of November, 2024.

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President
ATTEST:

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Secretary

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