Bylaws

Dear Members of Parish Players,

Our Annual Meeting is fast approaching!! We value your input and voice, and so hope that you will choose to attend.

When: May 31st, 2026 from 3pm to 5pm

Where: The Eclipse Grange Theater (193 Academy Road)

What: Election of Trustees, Annual Report on the Activities of The Parish Players, and Proposed Bylaw Changes

This year we were lucky enough to receive 10 hours of free legal advice through the Vermont Law and Graduate School’s Small Business Clinic. Our lawyer reviewed our bylaws and recommended several changes based on best practices and on applicable VT law.

At our upcoming Annual Meeting, we will bring the attached bylaws to you, our membership, for your consideration.

While the majority of the changes to the bylaws are stylistic to make our bylaws more readable, there are several key changes made in an effort to make sure our bylaws are legally sound, outlined below:

— Updated Membership eligibility criteria, which expands the eligibility to producers and directors of upcoming productions. This change will allow us to make sure that the leaders of our productions can also be general members, which is important for insurance and liability purposes as recommended by our insurance agent.

— New outline for the process for someone’s membership (either Board Member or General Member) to be terminated, or to resign, the process, and the possible reinstatement process. This will give us a clearer path to terminate someone’s membership in the case of misconduct or disengagement, while also providing a path for members to resign their membership if they desire.

— The composition of the Executive Committee, which is now confined to only the Chair, Vice-Chair, Secretary, and Treasurer. All others (Committee Chairs, etc.) can be invited in an advisory capacity only. This change puts us in alignment with VT law.

— Clarified quorum and voting rules which make it explicit that we can have remote meetings and outlines the process for a vote-by-email by the Board on smaller matters. This will enable clearer board processes in our digital age.

— Refined By-Law Amendment process to enable the board to make small changes as needed to bylaws. This would be most useful in an instance like last year, when the Board realized two amendments were necessary related to harassment and discrimination policies, and indemnification. With this change, the board could add similar amendments without needing to call a special meeting. This Amendment process (Article X) makes clear that any change to do with the number of Trustees, the composition of the Board, the term of office of Trustees, the method of Trustee selection, and the definition and powers of the general membership is only alterable by the General Membership.

— Many new articles related to document retention, document and record access, nondistribution and use of assets, the process for dissolution of the organization if such a thing came to pass, and financial management and signatories. The bulk of these new articles can be found towards the end of the document.

Attached are our current bylaws, a copy of the old bylaws with changes tracked, and a clean copy of the proposed bylaws.

If you have any specific questions, please don’t hesitate to reach out to krwillard01@gmail.com. I would be happy to talk through any part of these proposed changes, and the process by which we arrived at these changes in consultation with our attorney.

I look forward to seeing you all at the end of May.

With gratitude,

Kate Willard

Co-Chair, Parish Players Board of Trustees