A. Members of Opera-Lytes are those individuals who, within the last five years, have performed in an Opera-Lytes staged production or concert or have served on a technical or backstage crew.

B. Voting Members of Opera-Lytes are those individuals aged 18 or over who, within the previous three years, have performed in and/or served on the technical or backstage crews of at least two staged productions.
A. Mission. Opera-Lytes was founded in 1994 with the mission of staging the works of Gilbert and Sullivan. The company brings light opera, operetta and classic musical theater to audiences in Western New York through stage performances, concerts, recordings, and educational programs.  Opera-Lytes, which holds advertised auditions for all stage productions, is a not-for-profit organization. 
B.  Opera-Lytes shall be governed by the Opera-Lytes Executive Board.
A.  Presiding Officer.  The presiding officer at meetings of Opera-Lytes shall be the President of the Executive Board. 
B.  Meetings.  The President shall call at least one membership meeting per year, normally in August or September. At this meeting the President shall present a State of the Society report to the membership.
The President shall call a meeting at the written request of at least 15 percent of the Voting Members.  Written notice and an agenda shall be sent to all members at least three weeks prior to any meeting.
The President may call other membership meetings if so advised by the Executive Board.
C.  Quorum.  Thirty-three percent of the Voting membership shall constitute a quorum.

D. Voting. Voting shall normally be by show of hands. If any Voting Member requests a secret ballot, the President or Presiding Officer shall immediately poll the Voting Members present and if a majority by a show of hands approve the request for a secret ballot, a secret ballot shall be conducted by the Recording Secretary and the Treasurer. 

E. Proxy Voting. A Voting Member may designate another Voting Member to cast proxy ballots on his or her behalf; for the proxy ballots to be valid, a signed statement to that effect must be submitted to the President in advance of any voting.
A.  Organization

1.  Membership.  The Executive Board shall consist of no fewer than seven and no more than eleven persons. 

2. Appointment of Board Members. Membership on the Executive Board is by invitation.  When a position on the Board becomes vacant, the Board shall solicit expressions of interest from Members of Opera-Lytes and from members of the community. The Executive Board shall be responsible for ensuring that its membership reflects a diversity of ages and skills. Executive Board members are appointed to terms of indefinite length.

3. Attendance and Replacement. Executive Board Officers are expected to attend all Executive Board meetings, and Executive Board Members-at-Large are expected to attend a minimum of three meetings per year. An Executive Board Officer who misses three consecutive meetings, or any Executive Board members who in one year miss more than 50 percent of required meetings, will be considered to have resigned and may rejoin the Executive Board only if unanimously invited to do so.
When a resignation reduces the number of Executive Board members to fewer than seven, the Executive Board must appoint a replacement within four months.

3. Executive Board Officers.  Officers shall be chosen by and from among the members of the Executive Board.
a. President. The President shall convene and chair Executive Board meetings; prepare the monthly meeting agenda; serve as a liaison to theaters, performance venues, and other entities; oversee long-range planning; serve as Opera-Lytes’ principal spokesperson; and perform other duties as enumerated in the Bylaws.
b. First Vice President. The First Vice President shall manage or delegate management of the musical aspects of all stage productions and concerts, oversee the work of the Librarian and the development of the Opera-Lytes music library, and maintain and build contacts with local musicians. The First Vice President shall chair any audition committee responsible for hiring music directors or full-year accompanists.
c. Second Vice President. The Second Vice President shall serve as liaison between the Board and the Coordinators and Production Teams. The Second Vice President shall chair the Executive Board meetings and Annual Meetings in the absence of the President.
d. Recording Secretary. The Recording Secretary shall take minutes at meetings and maintain all Executive Board records in an electronic repository. The Recording Secretary shall oversee the work of the Archivist.
e. Treasurer. The Treasurer shall maintain a record of all income and expenses, including but not limited to donations, advertising, ticket income, salaries, equipment and music purchases, production costs, and rental fees. The Treasurer shall prepare a financial report for each production, an annual report, and other reports as requested by the Executive Board.
f. Membership and Fundraising Director. The Membership and Fundraising Director shall maintain email and regular mail contact lists of all Members, Voting Members, and Friends of Opera-Lytes; record all donations to Opera-Lytes and provide receipts to donors; and organize fundraising campaigns. The Membership and Fundraising Director shall oversee the work of the Grants Coordinator.

4. Members-at-Large. Any Executive Board Member not serving as an officer is a Member-at-Large.

B.  Functions and Responsibilities of the Executive Board

1. The Executive Board shall be responsible for annual programming of at least one staged show and one or more concerts, in accordance with the mission of Opera-Lytes. The Executive Board will choose the staged shows and themes for concerts; specific concert programming will be the responsibility of the event’s music director.

2. The Executive Board shall meet monthly during the performance season (September – June).  

3. Coordinators. The Executive Board shall appoint the following unpaid Coordinators from among the Members. Coordinators may but need not be members of the Executive Board. All Coordinators will report to the Second Vice President unless otherwise stated in these Bylaws.
a. Education and Outreach Coordinator. The Education and Outreach Coordinator shall oversee development and execution of educational initiatives, including but not limited to classroom visits, school productions, talk-backs, pre-curtain lectures, and educator manuals.            b. Publicity Coordinator. The Publicity Coordinator shall maintain and develop connections with local media, oversee preparation of press releases and other publicity, maintain the website and Facebook page, and coordinate design and printing of an annual playbill.
c. Wardrobe and Props Coordinator. The Wardrobe and Props Coordinator shall be responsible for keeping all costumes in a state of good repair and cleanliness, and for maintaining an up-to-date inventory of all costumes, stage properties, and sets.
d. Librarian. The Librarian shall maintain sheet music and scores owned by Opera-Lytes.
e. Archivist. The Archivist shall maintain an archive consisting of but not limited to programs, posters, reviews, videotapes, sound recordings, and photographs of productions and concerts.
f. Ad hoc Coordinators and Committees. Ad hoc coordinators and committees may be appointed by the Executive Board.
g. Grants Coordinator. The Grants Coordinator will research and apply for funding to support the mission of Opera-Lytes.

4. Production Teams for staged shows and concerts shall be named by the Executive Board. Production Teams shall be responsible for auditions, casting, rehearsal schedules, unpaid staffing, programming, publicity, and creative and technical decisions. Production Teams must receive prior Board approval for all expenditures and shall adhere to any and all Opera-Lytes policies and procedures as communicated by the Executive Board.
The Executive Board shall be exclusively responsible for hiring and determining the salaries of any paid Production Team members, musicians, or support staff. 

5. The Executive Board shall conduct a Post-Mortem of each staged production and concert/ concert series. Each Post-Mortem shall be conducted by at least one Executive Board member who shall interview the Production Team, administer a participant survey, and seek input from interested parties. This information shall be presented to the Executive Board in a report no less than three Executive Board meetings after the conclusion of the production or concert.     

6. The Executive Board shall establish and enforce whatever policies and procedures it deems necessary to achieve high quality artistic standards for all productions and to ensure the safe, harmonious, and fiscally responsible fulfillment of the Mission of Opera-Lytes.
A.  Amendments to these bylaws may originate in any of the following ways:
1. Any Voting Member, or group of Voting Members, may propose an amendment to these Bylaws, in writing, to the Executive Board. The Executive Board may then petition the President to present the proposed amendment to the Voting Membership at the Annual Membership Meeting.
2.  Any group of at least 15 percent of the Voting Membership may petition the President, who shall present the amendment to the Voting Membership at the Annual Membership Meeting.
B.  Proposed amendments shall be distributed to Voting Members in written form at least 21 calendar days prior to the Annual Membership Meeting.
C.  The amendment shall become effective if approved by a two-thirds majority of the votes cast.  All amendments shall be dated at the time of their adoption and posted on the Opera-Lytes website.

These bylaws were approved at the Opera-Lytes Membership Meeting, August 30, 2015.