About Us

LAMP-LITE PLAYERS, INC.

Article I — Objects and Purpose

Section 1: The objects of the corporation shall be those set out in the Articles of Incorporation and Charter of the Corporation.

Section 2: The purposes of this corporation are to:

• Promote live entertainment for Nacogdoches

• Give the citizens an opportunity to participate in an artistic experience; and, 

• Provide an educational experience in live theater. 

Article II — Name and Address

The name of this corporation is Lamp-Lite Players, Inc. The principal office and address of the Lamp-Lite Players, Inc is:

Physical Address: Lamp-Lite Theatre, 4210 Lamp-Lite Lane, Nacogdoches, TX 75964

Mailing Address: P. O. Box 630521, Nacogdoches, Texas 75963-0521

Article III — Fiscal Accounting Year

The Fiscal Accounting Year shall begin on July 1st and end on June 30th.

Article IV — General Membership

Section 1: 

A.  Members of Lamp-Lite Players, Inc., are hereafter referred to as “Members”

B. Membership in Lamp-Lite Players, Inc. is open to all those who are interested and willing to subscribe to the general purposes of the organization. 

C. Voting members shall be:

1. Adult members who have purchased a current season ticket. 

2. Honorary Members of the Lamp-Lite Players, Inc. shall be such people who, as determined by the Board of Directors, are deemed to have donated a monetary, service, or in-kind donation equal to or greater than the cost of a current season ticket. Documentation of these items shall be given to the Board for consideration. The designation of Honorary Membership requires a two-thirds (2/3) vote of the Board. An Honorary Membership is given for one fiscal year but may be renewed in perpetuity. 

Section 2: Each Member shall be entitled to one vote in all matters requiring a vote of the membership.

Section 3: No Member may act as a representative of the organization or a production without explicit approval of the Board, a Committee Chair, or a Production Stage Director.

Section 4: At all meetings, whether regular or special, only Members present shall be entitled to vote. 

Article V — Officers and Board of Directors

Section 1: Election Procedures and Terms of Office

A. Members of the Board shall be elected each year at the Annual General Membership Meeting of Lamp-Lite Players, Inc. They agree to serve for at least three (3) years. 

B. Only Members (Article IV, Section 1, Part C.1) of Lamp-Lite Players, Inc. are eligible to be a Board Member and an Officer of the Executive Committee.

C. The members of the Board shall be elected by an affirmative vote of a majority of Lamp-Lite Players, Inc. present at the Annual General Membership Meeting and assume office at the first meeting of the Board of Directors following the election. 

Section 2: Duties and Powers of the Board of Directors Shall Be To:

A. Manage all business of Lamp-Lite Players. 

B. Elect officers and fill vacancies pursuant to the provision of Article IV, Sections 3 and 4 of these By-Laws. 

C. Make rules and regulations which they deem necessary and proper for governing Lamp-Lite Players, Inc., and the orderly conduct of the affairs of Lamp-Lite Players, Inc. 

D. Make all rules and regulations for the management of property not otherwise inconsistent with the Charter/Articles of Incorporation and By-Laws. 

E. Appoint individuals as may be necessary to conduct business of Lamp-Lite Players, Inc. 

F. Formulate and approve an annual budget and all fundraising projects. 

G. Make special appropriations as deemed necessary for the efficient maintenance of the property. Any such appropriations shall be reported at the next meeting of the Annual General Membership Meeting. 

H. Set both short- and long-range objectives to accomplish their stated purpose(s) for care and advancement of the Lamp-Lite Players, Inc. 

Section 3: Number of Directors and Rules for Dismissal

A. The number of Directors constituting the Board shall be no less than five (5) and no more than eleven (11), including officers, plus the immediate past president, as ex-officio member of said Board, as well as other ex-officio members as the Board may designate. 

B. Any Director missing three (3) consecutive board meetings shall be removed from the Board. If there is a need for an exception to this ruling, it will be determined by a vote of the Board.

C. All Board Directors shall be Members in good standing of the T Lamp-Lite Players, Inc.

D. Any Directors may be removed from office for due cause by a 2/3 vote of the Board of Directors.

Section 4: Replacement and Vacancies

A. Any vacancy occurring shall be temporarily filled by the Board of Directors for the remainder of the vacated unexpired term. 

B. An affirmative majority vote of the Board is required to replace a vacancy. This vote shall take place during a Board meeting at which a quorum is present. 

C. Approval of this appointment will be required at the next meeting of the Annual General Membership Meeting. 

Section 5: Meetings and Quorum

A. The Annual General Meeting of Lamp-Lite Players shall be held at the principal office of Lamp-Lite Players, Inc. (Lamp-Lite Theatre, 4210 Lamp-Lite Lane), or at some other place designated by the Board, on such date and hour as may be set by the Board each year. Lamp-Lite Players, Inc. shall elect the members of the Board from a slate of nominations at the annual meeting. Nominations from the floor can also be considered at this time. The annual meeting shall be no later than the end of the fiscal year on June 30. 

B. The Board shall meet monthly or after each production is completed and a post-production report is available. 

C. Special meetings may be called by the President or at least five (5) or more members of the Board upon five (5) days advance written notice to other members of the Board. 

D. The number of Board members necessary to constitute a quorum shall be one (1) more than half the members of the Directors serving. 

E. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board. Each member of the Board shall have one vote.

Article VI — Executive Committee and Officers

Section 1: The Executive Committee shall consist of the officers of the Board:

• President

• Vice President 

• Secretary 

• Treasurer 

• Immediate Past President (ex-officio) 

Section 2: The duties of the Executive Committee are to:

A. Set the agendas for all Board and General membership meetings; and, 

B. Transact any urgent business that might arise between Board meetings. 

C. The results of any Executive Committee action, including the votes of Executive Committee members, will be recorded in the minutes of the next meeting of the entire Board.

Section 3: Officers of the Board

A. The Officers shall be elected by the Board of Directors at the Annual General Membership Meeting. 

B. The Board may, by resolution, require any officer, agent, or employee of the organization to be bonded by the organization, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may be required by the Board.

Section 4: Duties of Executive Officers

A. The President of the Board of Directors shall be the principal Executive Officer of Lamp-Lite Players, Inc. and subject to the control of the Board. The President:

1. Shall, in general, supervise and control all business and affairs of Lamp-Lite Players, Inc. 

2. Shall preside over all meetings of the Lamp-Lite Players, Inc. Board and the Executive Committee.

3. Shall develop the agendas for all Board and Lamp-Lite Players, Inc. General Membership meetings.

4. Shall transact any urgent business that might arise between Board meetings.

5. May appoint special committees as required, with the approval of the Board. 

6. May call a Special Meeting of the Board, upon five (5) days written notice or upon written notice by a majority of the Board.

7. Shall ensure that the Annual Financial report IRS Form 990 is presented at the Lamp-Lite Players, Inc. Annual General Membership Meeting. 

8. Shall sign, with the Secretary, any deeds, mortgages, bonds, or other instruments which the Board authorizes to be executed. 

9. Shall, in general, perform all other duties incident to the office of the President and such duties as may be prescribed by the Board. 

10. Shall provide a mechanism for periodic reviews and modifications of the goals and objectives of Lamp-Lite Players, Inc.

B.  The Vice President shall, in the President’s absence, death, inability or refusal to act, perform the duties of the President. When serving in this capacity, the Vice President shall have all the powers of and be subject to all restrictions upon the President. Should the office of President be vacated prior to the annual election, the Vice President shall succeed to the Presidency. The Vice President: 

1. Shall attend all meetings of the Board and serve as a member of the Executive Committee. 

2. Shall assist with other duties as assigned by the President of the Board.

C. It shall be the duty of the Secretary to: 

1. Monitor all correspondence of Lamp-Lite Players, Inc. 

2. Keep the minutes of the meetings of the Board, Executive Committee, and Lamp-Lite Players, Inc. Annual General Membership. 

3. Assure that minutes of the Board be made available to all Board Members and Executive Committee members.

4. See that all notices are duly given to Directors and Members of their respective meetings in accordance with the provisions of these By-Laws or as required by law. 

5. Be custodian of the corporate records, except for the financial records, and of the corporate seal, and shall see the corporate seal affixed to all documents, the execution of which on behalf of the Lamp-Lite Players, Inc. Theatre under its seal, is duly authorized. 

6. Sign, with the President, any deeds, mortgages, bonds, or other instruments which the Board authorizes to be executed, except in cases where signing and execution thereof shall be expressly delegated by the Board or these By-Laws to some other officer or agent of the organization, or shall be required by law to be otherwise signed or executed. 

7. Perform all duties incident to the office of Secretary, including performing the role of parliamentarian at all meetings and other such duties as may be assigned to the Secretary by the Board.

D. It shall be the duty of the Treasurer to: 

1. Have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of Lamp-Lite Players, Inc. in such depositories as shall be selected by the Board. 

2. Keep the financial records posted.

3. Assure that the checkbook (s) are properly maintained and balanced with each monthly bank statement.

4. Pay the bills for the expenses of Lamp-Lite Players, Inc.

5. Prepare and present periodic financial reports to the Board and prepare and present a yearly report to the General Membership.

6. Assure the preparation and filing of IRS Form 990 as required by law. 

7. Prepare, or have prepared, a true statement of the Corporation’s assets and liabilities as of the close of each fiscal year, July 1 through June 30, all in responsible detail. This report shall be kept at the said Lamp-Lite Players, Inc. office for a period of at least ten (10) years. 

8. Perform all duties incidental to the office of Treasurer and any other such duties as may be assigned to the Treasurer by the President of the Board.

9. Arrange for another person appointed by the Board to sign checks in their absence.

10. Recommend budget adjustments to the Board of Directors.

E. The Immediate Past President will be the Chair of the Nominating Committee and work with the Vice President to fill Board seats when they become vacant. The Immediate Past President will serve a term of three (3) years.

Article VII — Committees

The President shall have the power to create necessary committees and appoint the chairperson for each. The President and Vice President shall act as ex-officio members of all committees. Any vacancy on a committee shall be filled at the chairperson’s discretion. 

ARTICLE VIII — Theatre Management and Productions

Section 1: The operations of Lamp-Lite Players, Inc., including the day-to-day management of the Lamp-Lite Theatre and productions of plays throughout the season, shall be handled by a Managing Director and volunteer Stage Directors, upon the appointment of the Board.

Section 2: The Managing Director shall be responsible for the day-to-day management of Lamp-Lite Theatre and will assist Stage Directors with productions of plays. The Managing Director will be selected by the Board and paid a salary agreed upon by the Board and the individual selected. The Managing Director shall:

A. Attend all Board meetings. 

B. Be responsible for updating and maintaining the website and social media. 

C. Respond to emails and phone messages.

D.  Work with the Board to determine the season lineup of shows.

E. Coordinate with Stage Directors for shows, as well as tech people, stage managers, etc.

F. Handle contracts for royalties, etc.

G. Maintain a contact list for performers and volunteers.

H. Prepare programs and oversee printing.

I. Solicit sponsors for programs and underwriters for shows.

J. Assist with Summer children’s workshops.

K. Coordinate with volunteers to run the annual gala.

L. Handle contracts for Theatre rental, unless a Board decision is needed.

M. Develop promotions and other ideas for generating interest.

N. Help House Managers coordinate volunteers for shows.

O. Assist the Board in other ways as needed, such as by helping with mailouts, picking up mail when necessary, and meeting with repair persons when needed.

Section 3: A Stage Director of a production shall have control over the production and presentation of the play, subject to the following provisions:

A. An accurate estimate of all costs shall be submitted to the Board prior to the production. 

B. All casting shall be open to the general public. Auditions shall be publicized ten (10) days prior to occurring and be held at least on two (2) different dates as determined by the Managing Director. 

C. In the event the Stage Director chooses not to, or cannot fulfill their commitment, they must relinquish their duties to the Board. No show may be removed from the season without the consent of the Board. 

D. A complimentary ticket policy shall be a joint decision between the Stage Director and Managing Director.

Article IX — Dissolution

Section 1: Authorization for the dissolution of the Corporation shall be affected in the following manner:

A. The Board 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. 

B. 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 in the manner set forth in Article IV, Section 1, Part C of these By-Laws. 

C. The resolution shall be adopted upon receiving at least two- thirds (2/3) of the votes entitled to be cast by the members present.

Section 2: 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. 

Section 3: 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 Lamp-Lite Players, Inc. the Theatre exclusively for the purpose of all corporation, or to such organizations or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time of dissolution qualify 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).

Article X — Amendments

Section 1: These By-Laws may be amended, or repealed, and new By-Laws adopted by the following procedure:

A. The prospective change(s) in the By-Laws shall be presented in writing at any regular Board meeting. Those Directors who are not present at this meeting shall have prospective changes mailed to them. 

B. A vote of two-thirds (2/3) of the Directors then holding office at the next regular meeting shall adopt the change. 

C. For the purpose of this Article only, Directors may give their proxy to the Secretary in writing.

Section 2: The Board shall have no power to adopt By-Laws which:

A. Prescribe quorum or voting requirements for action by Directors is different than those prescribed by law. 

B. Allow Lamp-Lite Players, Inc., or any Director, officer, employee, 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 Lamp-Lite Players, Inc. 

C. Permit or authorize any activity by the Lamp-Lite Players, Inc., Theatre, or any Director, officer employee, or agent thereof, on behalf of the Lamp-Lite Players, Inc., which would not be permitted to be carried on:

1.  By a Corporation exempt from federal income tax under Section 501c (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law; or, 

2. By a Corporation, accept contributions which are deductible under Section 170c (2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.