Bylaws
CORPORATION BYLAWS
The legal procedures and guiding principles of The Suffield Players are solidified in the Players’ Bylaws. The Bylaws establish such standards as routine operations, rights of members, responsibilities of the Board, meeting and election policies, and the creation and regulation of various committees. This is the most recent version as revised at Special Meetings of the membership on September 15, 2007; June 7, 2015; February 10, 2019; and June 6, 2019.
Article I — Name
The name of the Corporation shall be THE SUFFIELD PLAYERS, INCORPORATED, sometimes referred to in these Bylaws as "the Corporation," the principal office of which shall be in the Town of Suffield, Connecticut.
Article II — Purpose
Section 1. The particular objects of the Corporation are to promote interest in and knowledge of the performing arts by the production and presentation of plays on an amateur level, or by any other means not inconsistent with the aforementioned objects or Section 2 of this Article.
Section 2. The Corporation is not organized for pecuniary profit. No part of the net earnings of the Corporation shall inure to the benefit of any private member or individual; no part of the Corporation's activities shall involve carrying on propaganda or otherwise attempting to influence legislation, nor shall it participate in, or intervene in, any political campaign on behalf of any candidate for public office.
Article III — Membership
Section 1. Definitions. There shall be two principal classifications of members, Participating and Patron, and each member shall be entitled to one (1) vote. Minors under age fifteen (15) may become members under either classification but shall not be entitled to vote.
Participating Member - Participating members shall:pay a yearly membership dues, and
must work on, or participate in, at least one (1) production or Corporation activity (see Committees, ARTICLE VI) during the current or preceding Season, unless in any particular Season, no dues amount is declared, in which case the member will be excused from (i.) above.
Qualifying participation shall require the equivalent of an assigned single production part (cast, crew, or staff), or involvement in a Corporation activity, from the beginning to completion. The applicant shall be in pending status until this participation condition is met.The Board of Directors shall have discretion in judging whether the requirements for becoming a Participating Member have been satisfied.Patron Member. Patron members shall pay a yearly membership donation of not less than Donor level for the current Season, but need not be involved in any production or related Corporation activity. The Board of Directors will set Patron Member donation levels at the beginning of each Season.
Honorary Member. The Board of Directors shall have discretion to elect honorary life members who have contributed a unique or outstanding contribution to the theatre or the community. Honorary members will be considered Participating members for life, without regard to extent of participation.
Season. A short Season for the Corporation's activities shall commence on August 1st of 2007 and end on June 30th of 2008. Thereafter, the Season for the Corporation's activities shall commence on July 1st of each year and end on June 30th of the following year.
Section 2. Dues. The Board of Directors shall determine dues for Participating members at the beginning of each Season. If no Dues amount is declared within sixty (60) days of the start of a Season, the Board of Directors will be deemed to have suspended the payment of Dues for that Season. Notice of Dues amounts to be charged in any Season must be posted at the theatre and on the website of the organization at least ninety (90) days prior to their due date. Members who have not paid their Dues within ninety (90) days of the date of posting or, in the case of Participating members who have not participated in a production or other Corporation activity during the Season, shall automatically lose their membership rights, and must re-establish their membership if they wish to rejoin the Corporation. Patron members shall never be charged a Dues amount.
Section 3. Audition/Membership Form. A candidate for Participating Member membership must fill out and sign the Corporation's Audition/Membership Form and submit it to the Board of Directors (or Artistic Director of the current Production if such is in existence at the time) or online at the Corporation's website. Processed forms will be referred to the Board of Directors for addition to the membership list.
Section 4. Discipline. Any member may be removed, suspended or expelled by two-thirds (2/3) vote of the entire Board of Directors from the Board of Directors, membership in the organization, or both, for actions deemed harmful to the Corporation or prejudicial to its interests including, but not limited to, acting in the name of the Corporation without authority from the Board of Directors, non-payment of his or her indebtedness to the Corporation or conduct unbecoming a member of the Corporation.
Section 5. Resignation. Membership is on an annual basis coinciding with the Corporation's Season. Formal resignations from membership may be made in writing to the Secretary of the Corporation.
Article IV — Board of Directors
Section 1. Management. The management of the Corporation, its affairs, properties and assets, is vested in a Board of Directors, consisting of up to eleven (11) elected members of the Corporation; and any and all appointed officers.
Section 2. Term of Office. The Members of the Board of Directors shall serve for a term of one (1) Season as defined in Article III, Section (1) (d).
Except for resignation, death, or removal pursuant to ARTICLE III, Section (4), each Director shall serve for the term during which he/she is elected. Vacancies in the Board of Directors, however arising, may be filled for any unexpired portion of a term by majority vote of the Directors present and constituting a Quorum at any regular meeting or at a Special Meeting duly called for the purpose.
Section 3. Meetings of Directors. The Board of Directors shall hold meetings at such intervals as the Board may determine in advance. Special meetings may be called by the President or by any three (3) members of the Board of Directors, specifying the purpose of the meeting. Five (5) days notice in writing or by e-mail of the time and place of a Special Meeting shall be given all Directors. No other business than that specified in the notice shall be conducted at a Special Meeting.
Notice of any meeting of the Board of Directors shall be posted at the theatre and/or on the Corporation's public website at least 5 days before the meeting.
Any Director missing three (3) consecutive board meetings shall be removed from the Board. Any exceptions to this ruling will be made by a majority of the remaining Board members.
A Board member attending any meeting via telephone or other electronic means shall be deemed to be present at the meeting, provided that all present Board members can hear and understand the distant member, and vice-versa.
In the event that a time-sensitive issue arises that cannot wait for a Special meeting, the Board may hold an ad-hoc e-mail vote, provided a method for doing so shall have been established by the current Board beforehand, preferably at the first scheduled Board meeting of the fiscal year. Any such e-mail vote must be recorded in the minutes of the next scheduled Board meeting.
Section 4. Quorum. The number of members of the Board necessary to constitute a Quorum shall be a majority of the members of the Board serving and except as otherwise expressly provided herein, all resolutions, appointments, directions or other acts of the Board of Directors shall be by a majority of those present and constituting a Quorum at any meeting. Each person shall have one (1) vote.
Section 5. Duties and Powers. It shall be the duty of the Board of Directors to act on behalf of the members of the Corporation and carry out the objects and purpose of the Corporation, subject to these Bylaws. They shall have the power to:
Admit members;
Remove, suspend and expel members;
Fill vacancies of officers until the next succeeding Annual Meeting of the Corporation;
Appoint, direct and dismiss all Independent Contractors;
Make and amend rules for members;
Approve the final selection concerning productions to make up the Season, including play selection and the performance dates thereof;
Extend the number of performances for any production as warranted by circumstances including but not limited to: sales, weather or public interest;
Fix the amount of any Dues and assessments;
Inspect the corporation's books, records, documents of every kind and physical properties at any reasonable time. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents; and
All other powers customarily given to the Board of Directors of a corporation or given elsewhere in these Bylaws, and all powers reasonably necessary to carry out the purpose of the Corporation.
Section 6. Titles. The officers of the Corporation shall always consist of a President, Secretary and Treasurer. Additionally, there may be up to eight (8) other elected officers to handle the duties of membership development, facilities management, sales and marketing, publicity, public relations, box office, house management, production oversight, historical archive of Corporation activities, newsletters, administrative records, maintenance of the Corporation's real and physical property and whatever other duties the elected officers may deem necessary to carry out the purpose of the Corporation.
The elected officers acting as a committee may appoint such other officers or agents as they shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers as shall be determined by said elected officers, however, only those officers duly elected by the general membership at an Annual or Special Meeting of the Corporation shall be entitled to vote on behalf of the Corporation on matters arising before the Board of Directors.
The titles and duties of the elected officers shall be as follows:
(PRESIDENT) The President presides over all scheduled meetings of the members of the Corporation, as well as those of the Board of Directors. The President may also call and preside over Special Meetings of the general membership, as well as the Board of Directors, as circumstances warrant. The President is an Ex-Officio member of all Committees.
The Treasurer is first in succession to the Presidency.(TREASURER) The Treasurer is responsible for managing all financial and fiscal requirements for the Corporation. These duties include, but are not limited to:Maintain all banking accounts and bank relationships; Reconcile monthly bank account statements;
Collect and deposit all monies generated by the Corporation, including performance receipts, member dues, advertising revenues, etc.;
Ensure all Corporation liabilities are paid in a timely manner; Maintain all financial and fiscal records;
Develop annual and individual performance budgets, and track actual income and expenses against said budgets; and
File all required State of Connecticut and Federal documents, and generate an Annual Report at the end of each fiscal year. The Board of Directors shall approve all budgets. The Board of Directors shall approve all non-budgeted expenditures in excess of ten (10) times the regular ticket price.
The Secretary is second in succession to the Presidency.(SECRETARY) The Secretary shall be responsible to:keep and make available minutes of all general membership meetings and Board Meetings;
secure rights of production for all plays chosen for the ensuing Season prior to the beginning of that Season;
order scripts for all plays chosen for the ensuing Season in a timely manner;
draft or prepare any formal communications to be delivered on behalf of the Board of Directors; and
coordinate all mass mailings by or on behalf of the Board of Directors to the general membership.
(PUBLICITY DIRECTOR) The Publicity Director shall be responsible to prepare and arrange for all publicity for the Corporation including releases of a general character and those related to individual productions. Publicity activities not related to individual productions shall be subject to the prior approval of the Board of Directors.
(SALES & MARKETING DIRECTOR) The Sales & Marketing Director shall be responsible for preparation of the program for each theatrical production including design, printing, and the solicitation of advertising contributors to support the cost thereof. The Sales & Marketing director shall also be responsible for coordinating the content and preparation of the Corporation's newsletter. Said newsletter is to be distributed prior to each production during a Season.
(MEMBERSHIP DEVELOPMENT DIRECTOR) The Membership Development Director shall be responsible to ensure that an active and timely campaign for paid membership is made each year, at the start of the Season. Efforts should be made each Season to enlarge the roster. The Director shall be responsible for maintaining an up-to-date membership list, keeping accurate records of memberships issued and, where appropriate, of funds transmitted to the Treasurer. Subject to the prior approval of the Board of Directors, the Membership Development Director may coordinate with other members of the Corporation and/or arrange with community service groups and others for the conduct of a vigorous membership campaign.
(HOUSE MANAGER) The House Manager is responsible for all activities that take place in the outer lobby, main seating area, snack bar and other general public areas of the theatre and is responsible for providing the best possible service to the audience. The House Manager shall obtain or appoint a coordinator to obtain ushers and concession personnel for each performance.
(BOX OFFICE MANAGER) The Box Office Manager shall be responsible for the establishment and operation of the box office for all theatrical productions, including the printing and distribution of tickets, the collection of admissions, and the transmittal of such funds, with a full accounting, to the Treasurer.
(FACILITIES MANAGER) The Facilities Manager shall be responsible to maintain the real property of the Corporation by regular inspection and upkeep. Such responsibilities shall include but are not limited to:keep the grounds and public areas of the theatre safe for public use (e.g., ensure adequate lighting, safe stairs and railings, properly marked and accessible fire exits, etc.);
maintain the plumbing, electrical and heating systems of the theatre;
report any matters of concern or needed capital improvements to the Board of Directors in a timely manner;
obtain multiple estimates from and check references of contractors for needed repairs and improvements for submission to and consideration by the Board of Directors;
perform normal upkeep on the physical plant of the real property of the Corporation;
prepare for and coordinate all fire inspections of the Corporation's real property; and
ensure compliance with applicable codes and regulations.
(MEMBERS-AT-LARGE) Up to two, who shall perform such duties as determined by the Board of Directors.
Article V — Independent Contractors
Only the Board of Directors shall have the power to hire persons to perform work for the Corporation from time to time, as necessary to carry out the objects and purpose of the Corporation. The Board of Directors will clearly communicate to anyone performing such work, that their status while performing such work, whether or not for monetary consideration, is that of an Independent Contractor and at no time, nor in any way is an employment relationship of any kind established or to be construed by any party. There are not, and shall not be any "employees" of the Corporation as that term may be used for tax, welfare, unemployment, liability, pension, insurance, benefits or claims of any other kind and no member of the Corporation may hire a person to perform services for the Corporation in such a capacity.
Article VI — Committees
Section 1. Committees. The Board of Directors may authorize the President to appoint committees from time to time as they deem advisable to carry out the objects and purpose of the Corporation, and the Board shall define the duties and powers thereof.
There shall be Standing Committees, as established hereunder. Ad Hoc Committees may be established and terminated by a majority vote of the Board of Directors. The Board of Directors shall appoint a Chair to each Ad Hoc Committee. Committees, unless otherwise specified, shall be open to all members, voting and non-voting.
Section 2. Play Reading Committee. A Committee is hereby established to find the best possible productions for each Season. This committee will be called the Play Reading Committee. The Play Reading Committee will consist of at least five (5), but no more than nine (9) people to read, discuss and select a list of plays for production by the Corporation. A committee chairperson shall report to the Board of Directors. Final selections of the plays to be recommended for the ensuing Season will be submitted by report to the Board of Directors by a date set by the Board in the Standing Rules.
The Board of Directors shall approve the plays and schedule their presentation dates. It shall use the report of the Play Reading Committee as a guide in the selection of plays with a presumption of acceptance. The Board of Directors shall refuse to accept a recommendation of the Play Reading Committee for reasons related to the Corporation's ability to mount the production, including but not limited to: lack of available performance rights or budgetary restraints.
Further details on the duties and actions of the committee will be specified in the Standing Rules by the Board of Directors and the Play Reading Committee.
Section 3. Directors Search Committee (DSC). A Committee is hereby established to find the best possible artistic and musical directors for each Season. This committee will be called the Directors Search Committee (DSC). The DSC will consist of at least three (3), but no more than seven (7) persons, at least three of whom shall have directed at least two full productions for the Corporation in past seasons, to solicit, evaluate and recommend a slate of candidates for artistic and musical direction of productions of the ensuing Season. A committee chairperson shall report to the Board of Directors.
Final selections of artistic and musical director candidates to be recommended for the ensuing Season are due to the Board of Directors by a date set by the Board in the Standing Rules.
The Board of Directors shall approve the artistic and musical directors for all productions of the Corporation. It shall use the report from the DSC as a guide in the selection of directors.
Further details on the duties and actions of the committee will be specified in the Standing Rules by the Board of Directors and the Directors Search Committee.
Section 4. The Activities Committee (ACT). A Committee is hereby established to oversee and carry out all Corporation events and activities not directly related to the production of a play during a Season. This committee will be called the Activities Committee (ACT). ACT will have no limit on the number of members who may participate. ACT may be separated into subcommittees as necessary for separate projects. No member of ACT shall undertake any activity on behalf of the Corporation without first obtaining permission from the Board of Directors.
Further details on the duties and actions of the committee will be specified in the Standing Rules by the Board of Directors and the Activities Committee.
Section 5. Nominating Committee. The President shall appoint a Nominating Committee of not less than three (3) members. Such committee shall have transmitted to the membership at least ten (10) days prior to the Annual Meeting, a list of candidates for such offices as are to be filled at said Annual Meeting. A member of the Nominating Committee may be a candidate for office for the ensuing year.
Section 6. Bylaws Committee. A committee is hereby established to receive all suggestions for amendments to these Bylaws; prepare them in proper form and identify them as amendments to specific Articles and selections; present them to the general membership for consideration at least ten (10) days prior to an Annual Meeting or five (5) days prior to a Special Meeting at which the proposed amendments are to be considered. A committee chairperson shall be appointed by and report to the Board of Directors.
Further details on the duties and actions of the committee will be specified in the Standing Rules by the Board of Directors and the Bylaws Committee.
Section 7. Producer Ensemble. A Committee is hereby established to recruit, train, and provide Producers for each production. The Ensemble will teach new members the duties and responsibilities of Producers, support one another for production needs, and maintain and update the Director's Handbook and the Producer Job Description.
Article VII — Meeting and Elections
Section 1. Annual Meeting. The Annual Meeting of the members of the Corporation for the transaction of such business as may properly come before the meeting, shall be held prior to the last Sunday of June each year.
Section 2. Special Meetings. Special Meetings of the members of the Corporation may be called at any time by a majority of the Board of Directors present and constituting a Quorum at any meeting or upon a petition signed by at least twenty (20) of the members then eligible to vote, directed to the Board of Directors, specifying the purpose of the meeting. Thereafter, the Board of Directors will call a Special Meeting within three (3) weeks from the date of receipt of said petition. No other business than that specified in the notice shall be conducted at a Special Meeting.
Section 3. Quorum and Voting. The number of members of the Corporation necessary to constitute a Quorum shall be 10% of the members eligible to vote at the time of the meeting and except as otherwise expressly provided herein, all resolutions, appointments, directions or other acts of the membership shall be by a majority of those present and constituting a Quorum at any meeting. Each person shall have one (1) vote.
Section 4. Notice. A written Notice or e-mail of every meeting, whether Annual or Special, stating the date, hour and place thereof, shall be given by the President or Secretary to each member of the Corporation entitled to vote at such meeting, by posting a copy of such notice at the theatre and on the Corporation's website and mailing or e-mailing a copy thereof to each of said members at the address then appearing on the membership rolls, at least ten (10) days prior to an Annual Meeting and at least five (5) days prior to a Special Meeting.
Section 5. Location. All meetings of the members of the Corporation shall be held in the Town of Suffield, Connecticut or at some other location determined by the Board of Directors, provided such location is not in excess of twenty-five (25) miles from the borders of said Town of Suffield.
Section 6. Nominations. Nominations for positions on the Board of Directors may be transmitted to the Board of Directors by regular mail to the Corporation's mailing address or email to the Corporation at least ten (10) days prior to the Annual Meeting. The Board of Directors shall post a list of candidates for such offices and committees as are to be filled at said Annual Meeting at the theatre and on the Corporation's website at least five (5) days prior to the Annual Meeting.
Section 7. Members' Nominations. Members of the Corporation may nominate other candidates at the Annual Meeting for such offices as are to be filled at said Annual Meeting or at a Special Meeting called for the purpose of electing candidates for such offices as are to be filled on the Board of Directors. Upon such motion being duly seconded, all members entitled to vote at the meeting shall vote upon such nominations.
Section 8. Order of Election. The presiding officer shall first restate the present nominations for all positions in the order in which they are listed in Article IV of these bylaws. He or she shall then call for nominations from the floor. After passage of a motion to close the nominations, ballots shall be distributed. The ballots shall be collected and counted. (NOTE: For an uncontested position, in lieu of ballots the presiding officer may proceed with voting by a show of hands.) If no candidate shall have received a majority, a re-balloting shall be directed to decide between the two candidates receiving the largest pluralities as the remaining nominees, and a majority of such votes cast shall be required to elect.
Section 9. Rules of Order. Robert's Rules of Order, when not inconsistent with these Bylaws, shall govern the meetings of the Corporation and the Board of Directors.
Article VIII — Operations
Section 1. Banking. All monetary assets of the organization shall be maintained in a banking institution designated by the Board of Directors. Withdrawals may be made only to meet the financial obligations of the organization. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation and in the amount of more than $1000 shall be signed by any two members of the board as designated by the Board of Directors.
It shall be the duty of the Board of Directors to exercise prudent financial judgment in investment of reserve funds of the Corporation so as to protect the purchasing power of such funds from the effects of inflation and general economic changes. To this end, such funds may be invested in savings accounts, certificates of deposits, saving bonds, and other interest bearing instruments, but not mortgages, common stocks, or corporate bonds.
Section 2. Finances. The Board of Directors shall be responsible for the management of the monetary assets of the organization. It shall approve the budget for each play and social event and for the operation of the Board of Directors and the various Committees. From time to time, it shall review the status of the Corporation's assets. An independent review of the Corporation's financial records shall be performed every five years.
Section 3. Donations and Gifts. All donations and gifts received by the Corporation for purposes of real property purchases or improvements, or such other specific intent as may be noted with such donations or gifts, shall be transferred to the appropriate purpose. Donations and gifts not otherwise designated by the donor shall be added to the General Fund.
Section 4. Real Property. The Board of Directors shall represent the Corporation in the ownership of all real property. They shall exercise prudence in the management of said real property. When acquisition or disposal of property is approved by the general membership, the Board of Directors or its designees shall negotiate such matters.
Authorization for the acquisition or disposal of real property of the Corporation shall be effected in the following manner:
The Board of Directors shall adopt a resolution recommending that the property be acquired or disposed of, and directing that the question of such acquisition or disposal be submitted to a vote at a meeting either special or regular, of the general membership.
Written notices or e-mail stating the purpose of such meeting is to consider the advisability of acquiring or disposing of real property of the Corporation shall be sent to each member entitled to vote at such a meeting.
The resolution shall be adopted upon receiving at least two-thirds (2/3) of the votes entitled to be cast by the members present and constituting a quorum.
Notice of or request for maintenance, repair, replacement, or modifications of the theatre building including roof, walls and structural members, heating and cooling units, plumbing, and building electrical service may be initiated by the Facilities Manager or any other member of the Corporation, but shall require the approval of the Board of Directors.
The Facilities Manager will notify the Board of Directors of any plans for repairs or alterations of any structure before undertaking such action. The Board of Directors shall review such plans and supply additional monies for repair and maintenance as may be required, to the extent funds are available.
The Board of Directors shall review any use of real property owned by the Corporation for other than stated purposes of the organization (see ARTICLE II).
Section 5. Public Admission. Admission tickets may be sold to the general public for all Corporation productions unless otherwise determined by the Board of Directors. The Board of Directors shall establish prices for admission tickets.
Section 6. Social Events. Charges for attendance at social events shall be established by a majority of the members of the ACT Committee (See ARTICLE VI, Section 4) in charge of the event, subject to approval by the Board of Directors.
Section 7. Casting. The selection of performers to fill the roles of a play shall be based solely on the candidates' abilities to portray and project the roles in question and must be based on public auditions. Performers may be either members or non-members. The casting of a play shall be under the control of the artistic director. Advance public notice of auditions must be made. Auditions shall be held over a sufficient period of time to provide all interested persons an opportunity to appear. It is company policy not to employ professional actors.
Section 8. Fairness. It is recognized that no set of Bylaws can cover all circumstances. In the event of an issue arising that is not covered by these Bylaws or Robert's Rules of Order, the issue will be decided upon on the basis of fairness, the good of the Corporation, and common sense.
Article IX — Amendments
Section 1. Method of Amending. Any member may propose amendments to these Bylaws. They shall be submitted in writing or by e-mail by the sponsoring member to the Bylaws Committee or the Board of Directors which shall act upon each in accordance with the provisions of Section 2 of this Article.
Section 2. Adoption. These Bylaws may be amended by a two-thirds (2/3) vote of the members eligible to vote, present at any meeting of the Corporation and constituting a quorum, provided that five (5) days' previous written notice shall have been sent by mail or e-mail to each member of the Corporation or ten (10) days' previous written notice or e-mail shall have been posted on the Corporation's public website prior to any vote, and such notice shall set forth the general content of any proposed amendment to the Bylaws.
Section 3. Amendment. No member of the Corporation shall have the power to adopt Bylaws which:
prescribe quorum or voting requirements for action by the Board of Directors different than those prescribed by law;
allow the Corporation, or any Director, officer or agent thereof, on behalf of the Corporation, to engage in any activity which is inconsistent with the non-profit community, and cultural purposes of the Corporation;
permit or authorize any activity by the corporation, or any Director, officer, or agent thereof, on behalf of the Corporation, which would not be 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 provisions of any future United States Internal Revenue Law; or
By a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.
Article X — Dissolution
Section 1. Manner. Authorization for the dissolution of the Corporation shall be effected in the following manner:
The Board of Directors shall adopt a resolution recommending that the Corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting, either special or regular, of the general membership.
Written notices stating the purpose of such meeting is to consider the advisability of dissolving the Corporation shall be sent to each member entitled to vote at such a meeting.
The resolution shall be adopted upon receiving at least two-thirds (2/3) of the votes entitled to be cast by the members present and constituting a quorum.
Section 2. Cessation of Activity. Upon members' adoption of the resolution, the Corporation shall cease to conduct its affairs except as may be necessary to notify creditors, collect assets and apply and distribute them, pursuant to a resolution duly adopted, as provided under the applicable laws of the state of Connecticut.
Section 3. Distribution of Assets. No plan of distribution of assets may be adopted which allows such assets to be distributed in any manner or to any organization(s) other than in such a manner which disposes of all assets of the Corporation exclusively as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Such property may be used by said group with the understanding that it will be returned to this Corporation should it re-form within five (5) years of the date of dissolution. The real property of the Corporation will be transferred in accordance with the title restrictions existing thereon.