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Bylaws VII

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.


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