Adopted by a resolution of the Board on June 25, 2014
ByLaws of Backstage Rialto
a 501(c)(3) organization supporting the Rialto Theater Center
Article I – Name and Offices
1.1: Name. The name of the organization shall be the Backstage Rialto Inc., a Colorado nonprofit corporation (hereinafter referred to as the Nonprofit Corporation)
1.2: Purpose. The Nonprofit Corporation is organized exclusively for charitable and educational purposes, more specifically to foster and encourage advancement of the Rialto Theater Center.
1.3: Principal Address. 228 E 4th St, Loveland, CO 80537
1.4: Registered Office and Agent. The Registered Agent shall be Susan Ison at the Office of 503 N Lincoln Ave., Loveland, Colorado 80537
Article II – Mission/Vision and Powers
2.1: Mission. Backstage Rialto leverages community support to fund and market the Rialto Theater Center, enhancing theater center programming and facilities.
The Board of Directors, with input from Staff and community sources as they may select, may amend the mission statement with a vote of 2/3 of the Board.
2.2: Powers. The Nonprofit Corporation shall have the power to conduct all lawful activities subject to compliance with section 501(c)(3) of the Internal Revenue Code and as conferred upon nonprofit corporations by the State of Colorado. Specifically the corporation shall have the following powers:
a) to seek and accept public or private contributions, gifts, bequests, devises, grants or donations, and to expend, accumulate and invest the same;
b) to acquire by purchase, contribution, gift, bequest, devise, grant or donation or otherwise and to hold, lease, encumber, sell or otherwise dispose of real, personal, tangible or intangible property;
c) to make distributions and donations of money or property to the City of Loveland Cultural Services Department or other governmental unit, district or corporation involved in providing services or facilities for the Rialto Theater Center.
2.3: Limitations on Purposes and Powers. The foregoing purposes and powers of this corporation are subject to the following limitations:
a) this corporation shall be organized and operated exclusively for charitable and educational purposes described in section 501c3 of the IRS code;
b) no part of the net earnings of the Nonprofit Corporation shall inure to the benefit of or be distributable to its trustees, officers, directors or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make reimbursement for expenses incurred on behalf of the corporation;
c) no part of the activities of the Nonprofit Corporation shall be or involve lobbying for any campaign or candidate for political office;
d) the Nonprofit Corporation shall not carry on any other activities which will in any manner or to any degree impair or terminate such exemption from income taxation.
Article III - Dissolution
The nonprofit corporation may be dissolved by a resolution of 2/3 of the Board and in accordance with the laws of the State of Colorado. Upon dissolution the nonprofit corporation shall first, pay or make provision for all debts and liabilities of the corporation and, second, distribute assets to the City of Loveland for the Rialto Theater Center programs and facilities.
Article IV – Board of Directors
4.1: Responsibilities. The Board of Directors (the Board) is responsible for managing the affairs of Backstage Rialto Inc. including reviewing and approving the budgets, overseeing fundraising, setting donor and sponsor recognition benefits and policies, hiring, evaluating and firing any contractors required to fulfill the mission, reporting required by law, by grant contract, and by agreement with the City, and other duties as required by applicable law.
4.2: Board members and officers. The Board shall consist of three to fourteen members which shall include the officers (Chair, Vice-Chair, Secretary, Treasurer), and members-at-large.
4.3: Terms. Except as set forth below, Board members shall serve for three-year terms and may be re-elected for one additional term. Should members be elected to fill a partial term, each may serve two full terms in addition to one partial term. The Board membership shall be staggered so that one third of Board membership is elected each year. Officer terms shall be one year. Initial Board terms may be shorter than three years to allow for staggered terms as stated.
4.4: Exceptional Terms. One Ex Officio Board member position shall always be filled by the current Director for the City of Loveland Cultural Services and/or a designated representative(s) from the City regardless of term guidelines above.
The immediate Past Chair shall be invited as an honorary member position to advise the Executive Committee as a non-voting member should his/her regular term be completed.
4.5: Duties. Each Board Director shall be expected to take an active role in the work of the Nonprofit Corporation. Attendance at all meetings is required, unless a member is excused for cause. Three or more absences without cause will result in termination of Board membership.
4.6: Election of Board members. Board Directors may be nominated by the Executive Committee or by a nominating committee established by the Board. The names of all persons nominated shall be submitted to the Board at least 10 days prior to the meeting at which the members are to be elected. Members shall be elected from the persons nominated by an affirmative vote of a majority of the Board.
4.7: Election of Officers. Officers of the Nonprofit Corporation shall be elected by the Board during the annual meeting.
4.8: Resignation, Vacancies, Removal. Any Director may resign at any time by giving written notice to the Chair of the Nonprofit Corporation. Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Board members or, in the case of the Ex Officio member, by the City. Except as prohibited by applicable law, any Board Director may be removed for any reason determined by the Board at its discretion by an affirmative vote of three-fourths of the Board members at any meeting of the Board, provided that at least seven days prior written notice of the proposed removal is sent to all Board members. Any member that is brought on to fulfill a partial term shall serve out that partial term plus be eligible for two full terms.
4.9: Compensation of Board. No compensation shall be paid to Board members for their services as such, but members may be reimbursed for actual expenses incurred by them in the performance of their duties.
4.10: Limitation of Liability. Board Directors shall have no personal liability to the Nonprofit Corporation or to any member for monetary damages for breach of fiduciary duty as a member; except that such provision does not eliminate or limit the liability of a member for monetary damages for any breach of a member’s duty of loyalty to the Nonprofit Corporation; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which the member derived an improper personal benefit. No Board member shall be personally liable for any injury to the person or property arising out of a tort committed by an employee unless such Board member was personally involved in the situation giving rise to the litigation or unless such member committed a criminal offense in connection with such situation. Such limitations shall apply to any member serving as an officer, board or committee member.
4.11: Conflict of Interest. All Board Directors shall be required to review and sign a conflict of interest policy obliging members to refrain from transactions involving actual or potential conflicts of interest unless such transactions have been approved by the Board. The Conflict of Interest policy form is appended.
Article V – Duties of Officers
5.1: Chair. The Chair shall preside at all meetings, appoint committees, and carry out other duties connected with the office.
5.2: Vice-Chair. The Vice-Chair shall assist the Chair and, in case of the absence of the Chair, shall perform the duties of the Chair.
5.3: Secretary. The Secretary shall record the attendance and minutes of meetings and shall be responsible for the preservation of corporate records, excluding financial records.
5.4: Treasurer. The Treasurer shall keep financial records, shall make regular written reports to the Board, and submit an Annual Report to the Board at the annual meeting. The Treasurer shall prepare and submit any financial reports as required by law.
5.5: Executive Committee. The above four officers plus the past Chair will serve as the Executive Committee.
Article VI – Procedures
6.1: Amendments. These bylaws may be amended at any meeting by a two-thirds vote of the members present, providing that notice of proposed amendments shall have been sent to all members at least 10 days before said meeting. A majority of the members of the Board shall constitute a quorum for purposes of transacting business.
6.2: Voting. Board votes may be recorded in person, by e-mail, or by proxy.