BYLAWS PROPOSED AMENDMENT
BYLAWS OF

THE WIMBERLEY PLAYERS, INC.
A Non-profit Corporation
(As amended 2025)

ARTICLE I. NAME
The name of the organization shall be THE WIMBERLEY PLAYERS, INC. (the Players), which is organized as a 501(c)(3) non-profit corporation.

ARTICLE II. PURPOSE AND PARTIES
A. The Players is formed to pursue the purposes stated in the Articles of Incorporation of the Organization (Articles). These include the
development and production of
theatre and other performing arts and the encouragement of local talent in Wimberley, TX and the surrounding area.
B. Any person or entity (club, organization, agency, etc.) using the equipment and/or the facilities of the Players is subject to the provisions and regulations set forth in the Articles, these bylaws, and any policies and procedures posted by the Board of Directors (Directors).

ARTICLE III. POLICIES AND PROCEDURES MANUAL
A. The Wimberley Players shall maintain a Policies and Procedures Manual (Policies and Procedures) to govern the day-to-day operations of the theatre. In any situation where the Policies and Procedures conflict with the bylaws, the bylaws will govern.
B. The Directors shall review and approve the manual on an annual basis. If necessary, the Directors will amend the manual. Approval of the manual will require a majority vote of the Directors.

ARTICLE IV. BOARD OF DIRECTORS
A. Number and Qualifications: The affairs of the Players shall be governed the Directors, consisting of no fewer than 7 (seven) nor more than 11 (eleven) persons.
The Directors shall govern the affairs of the Players until their successors have been duly elected and qualified.
B. Powers and Duties: The Directors shall have the powers and duties necessary for the administration of the affairs of the Players as provided by law, the Articles, and these bylaws. Such powers and duties to be administered by Directors shall include, but shall not be limited to, the following:
1 To establish, make, and enforce compliance with such reasonable policies and procedures as may be necessary for the operation of the Players with the
right to amend same from time to time. Policies and Procedures shall be available for inspection and posted in a prominent location at the
organization's primary place of operation.
2 To borrow funds to pay for any expenditure or any outlay required pursuant to authority granted by the provisions of the Articles and these bylaws, and to
execute such instruments required to demonstrate such indebtedness as the Directors may deem necessary.
3 To enter into contracts within the scope of their duties and powers.
4 To establish a bank account or accounts for the Treasury of the Players and for all separate funds as may be deemed advisable by the Directors.
5 To keep full and accurate books and records showing all of the receipts, expenses or disbursements, and to permit examination thereof at any
reasonable time by the members, and to cause a complete audit of the books by a certified or public accountant as may be deemed advisable by the Directors.
6 To prepare and deliver annually to each member present at the annual meeting a statement showing receipts, expenses or disbursements since the
last such statement.
7 To fill a vacancy on the Executive Committee by electing an officer from among current Directors or from among other qualified individuals.
8 To meet at least once a quarter. If immediate action is required by the Directors, a majority may vote to conduct such business by e-mail. The President (or Vice President acting as such) shall poll the Directors, call for a vote, and confirm the results to all Directors by e-mail. Any actions or decisions taken by such an e-mail vote will be considered binding and must be recorded in minutes which will become part of the permanent record of the Players.
9 To designate the personnel necessary for the maintenance, operation, and/or construction of any real or personal property, either leased, rented, used, or
owned by the Players for the purposes so stated in the Articles and in these bylaws.
10 In general, to carry out the administration of the Players and to do all of those things necessary and reasonable to ensure effective governance and
operation of the Players.
C. No Waiver of Rights: The omission or failure of the Directors to comply with the covenants, restrictions, uses, limitations, obligations, or other provision of the
Articles, the bylaws, or the Policies and Procedures adopted pursuant thereto, shall not constitute nor be deemed a waiver, modification, or release thereof, and the Directors shall have the right to enforce the same thereafter.
D. Election and Term of Office:
1 Directors shall be elected by majority vote of the members present at the annual meeting of the membership. The term of office of Directors shall be two years. Directors shall be eligible for re-election up to a maximum of six consecutive years of Board membership. Directors whose terms are expiring
shall hold office until their successors have been elected.
2 A vacancy on the Board of Directors occurring between annual meetings may be filled by majority vote of the Directors. Such vote may be taken either in a
regular or special meeting of the Directors duly called, or by special e-mail vote of each Director to the Secretary. Any Director elected under this
provision shall complete the term of the departing incumbent and may be eligible for re-election up to a maximum of six years of consecutive membership.
3 Directors who have completed six (6) consecutive years shall be ineligible for Board membership for the period of one year, but will be eligible for
re-election after that period.

E. Removal of Directors: At any regular or special meeting duly called, one or more of the Directors, not acting in the best interests of the Players and/or after having missed three (3) consecutive meetings of the Directors, may be removed or asked to resign. Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting.
F. Organization Meeting: The first meeting of Directors following the annual meeting shall be held within twenty (20) days after the annual meeting at a time and place agreed upon by the Directors at the annual meeting.
G. Regular Meetings: A majority of the Directors shall determine the time and place of regular meetings, but at least one such meeting shall be held each quarter. Notice of regular meetings shall be given to each Director, personally, or by mail, telephone or email, at least five (5) days prior to the day named for such meeting.
H. Special Meetings: Special Meetings of the Directors may be called by the President on five (5) days’ notice to each Director, given personally or by mail, telephone or email, which notice shall state the time, place and purpose of the meeting. Special Meetings shall be called by the President or Secretary in like manner on like notice on the written request of one or more Directors.
I. Board of Directors Quorum: At all meetings of the Directors, the presence of a majority of Directors shall constitute a quorum for the transaction of business, and
the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
J. Compensation: No Director shall receive any compensation for acting as such. However, any Director may be reimbursed for actual expenses incurred in the
performance of Players’ affairs.

ARTICLE V. OFFICERS
A. Officers and Duties: The Executive Committee of the Players shall comprise four Officers: a President, Vice President, Treasurer, and Secretary, all of whom shall be elected by the Directors annually at the first regular or special meeting of the Directors immediately following the annual meeting of the Players. Each term for the officeholder shall be for a minimum of two years. This minimum supersedes any other time limitations for service to the Board. They shall hold office subject to the continuing approval of the Directors, or their written notice of resignation.
a. President: The President shall be the chief executive officer of the organization and shall have the powers and duties generally vested in the office of president of a voluntary not-for-profit organization. These include but are not limited to: presiding at all meetings of the organization and of the Directors; appointing or recommending committees and chairs of committees; and serving as an ex-officio member of all committees except the Nominating Committee. If the President is unable to preside at any meeting, s/he shall designate in advance, if possible, the Vice President to preside. If the President is unable to make this designation, the Executive Committee members shall agree among themselves which of them shall preside at that meeting.
b. Vice President: The Vice President shall be responsible for administration, including supervision of staff and coordination with committee chairs.
c. Treasurer: The Treasurer shall be responsible for administering the financial affairs of the Players and the safekeeping of Players’ funds as detailed in the
approved Policies and Procedures.
d. Secretary: The Secretary shall be responsible for keeping and publishing minutes and maintaining official records of the organization.
B. Resignations: Any Officer may resign at any time by giving written notice to the Directors, the President, or the Secretary. The Officer’s resignation shall become
effective upon receipt of such notice or at any later time specified therein. Unless specifically requested, no written acceptance of an officer’s resignation is necessary to make it effective.
C. Other: Any currently serving Director who shall enter into contracts or other commitments within the scope of their duties and powers as agents for the Players
shall have no personal liability for any such contract or commitment.

ARTICLE VI. COMMITTEES
A. Designation: The Directors may create standing and ad hoc committees and appoint members to them.
B. Nominating Committee: Before each annual meeting, the Directors shall appoint a committee of three (3) members of the Players who shall nominate candidates for the Board of Directors. The names of the candidates shall be submitted to the membership at the annual meeting of the Players. No person shall be elected whose name is not so submitted or whose nomination is not made from the floor at the meeting. The members of the Nominating Committee shall serve as Tellers of the election and shall monitor the voice vote or show of hands or count the ballots (if ballots are used), tally the votes, and announce the names of the newly elected Directors. The candidates receiving the highest number of votes shall be elected. In the event of a tie, the Tellers shall cast lots to determine the results.
C. Other Committees: The Directors shall appoint other committees as deemed appropriate.
D. Vacancies: A vacancy in any committee shall be filled by the President until the next meeting of the Directors.

ARTICLE VII. MEMBERS
A. DEFINITION: Members shall be defined as any person or entity who has donated a minimum monetary amount OR has made an in-kind donation of their time.
B. MEMBERSHIP YEAR: The membership year for any Member of the Players shall last for 12 consecutive months, beginning with the date of the initial donation
C. MEMBERSHIP CATEGORIES: Member categories will be determined at a regular meeting of the Directors. Changes become effective in the
following calendar year.
D. MEMBER CONTRIBUTION OPTIONS: Any person or entity who makes a monetary contribution to the Players may do so in the forms of payment determined acceptable by the Directors
E. VOTING: Any Member, at any level, is entitled to one vote at the annual meeting. Proxy votes are not permitted.

ARTICLE VIII. MEETINGS OF THE MEMBERS
A. Place of Meeting: Directors shall determine a suitable place convenient to members for annual and special meetings of the membership.
B. Annual Meeting: The annual meeting of the membership of the Players shall be held in January of each year. At that meeting the members shall (1) elect persons to fill vacancies on the Board of Directors; (2) receive reports of officers and committees; and (3) attend to any other items on the agenda.
C. Special Meetings: A minimum of twenty-five (25) members may submit a petition for a Special Meeting of the Membership to the President or to a member of the Executive Committee. Any such meeting must be held within thirty (30) days of the Director’s receipt of the request. The Directors shall notify the membership of the time, place, and purpose of the Special Meeting according to the guidelines below. No business other than that specified in the call shall be conducted. No action shall be taken without the consent of two-thirds (2/3) of the members present.

D. Notice of Meetings: The Secretary of the Players shall issue notice of annual and special meetings of the membership in the local newspaper stating the purpose, time, and place of such meetings, at least ten (10) days, but not more than thirty (30) days prior to such meetings. Notice may also be issued by electronic means.

ARTICLE IX. NON-PROFIT ORGANIZATION
The Wimberley Players is not organized for profit. No member, Director, officer or person from whom the Players may receive property or funds shall receive or be lawfully entitled to receive any pecuniary profit from the operation thereof and, in no event, shall any part of the funds or assets of the Players be paid as salary or compensation to, be distributed to, or inure to the benefit of any Director, officer, or member of the Players; provided, however, always (i), that reasonable compensation may be paid to any member, manager, or officer while acting as an agent or employee of the Players for services rendered in effecting one or more purposes of the Players, and (ii), that any member, manager, or officer may, from time to time, be reimbursed for  his actual and reasonable expenses incurred in connection with the administration of the affairs of the Players.

ARTICLE X. EXECUTION OF DOCUMENTS
Two officers shall be authorized to execute any and all contracts, documents, instruments, or conveyance or encumbrances, including promissory notes: and the Secretary or Treasurer.

ARTICLE XI. CONFLICTING OR INVALID PROVISIONS
Notwithstanding anything contained herein to the contrary, should all or part of any Article of these bylaws be in conflict with the provisions of any Non-Profit Corporation Act or Statute, such Act or Statute shall control; and should any part of these bylaws be invalid or inoperative for any reason, the remaining parts, insofar as it is possible and is reasonable, shall be valid and operative.

ARTICLE XII. PARLIAMENTARY AUTHORITY
The Players shall conduct its business according to procedures in the current edition of Robert’s Rules of Order Newly Revised, to the extent they are applicable and are not inconsistent with these bylaws and any special rules of order the Players may adopt.

ARTICLE XIII. AMENDMENTS TO BYLAWS
These bylaws may be amended by the Players at a duly called annual meeting, or in any special meeting so long as the notice of such special meeting sets forth the complete text of the proposed amendment(s). No amendment(s) shall be effective unless approved by a majority of the members present.