BYLAWS

Article I: Name

The name of this organization shall be The Celebration Company at the Station Theatre (“Corporation”).

Article II: Objectives and Purpose

Section 1. Statement of Purpose - ​The Corporation is organized exclusively for educational and artistic purposes. Its specific and primary purposes are to promote and produce the finest theatrical work in the region and to support the surrounding artistic community. The Corporation wishes to both challenge and entertain its audience with classic and award-winning material, as well as new and lesser-known works. To the greatest extent possible, the Corporation shall draw from local talent and provide a training ground in all aspects of theatre production. The Corporation will nurture, support, and celebrate the achievements of its volunteers and staff and as well as its relationship with supporters. The Corporation will demand the best of itself at all times, producing theatre that the Corporation and its community view with pride.

Section 2. ​Earnings and Compensation - ​No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors or officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 of Article II.

Section 3. Nonpartisanship - No substantial part of the activities of the Corporation shall be the use of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Section 4. Non-permitted Activities - Notwithstanding any other provision of these Bylaws, the Corporation shall not engage in any non-permitted activities (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III: Membership
Section 1. Members​ - The Corporation shall have no corporate members.

Article IV: Officers

Section 1. Officers ​- The officers of the Corporation shall be President, Convener, Secretary, and Treasurer. The officers shall be elected by the board of directors from among the current board members. The same person may hold the offices of Convener and Secretary.

Section 2. President - The President shall be the chief executive officer of the Corporation and shall exercise the powers normally associated with such position.

Section 3. Convener - The Convener shall call and preside at all meetings of the board and is responsible for such other duties applicable to the office as prescribed by the general powers adopted by the Corporation. The Convener shall act as President in the absence or disability of the President.

Section 4. Secretary - The Secretary shall keep records of the proceedings of the board. The Secretary shall also keep the records of the Corporation. The Secretary shall have the authority to certify the bylaws, resolutions of the board of directors, and committees thereof, and other documents of the Corporation as true and correct copies, and is responsible for such other duties applicable to the office as prescribed by the general powers adopted by the Corporation.

Section 5. Treasurer - The Treasurer shall have care and custody of all funds of the Corporation and shall prepare financial reports as required by the board of directors, and is responsible for such other duties applicable to the office as prescribed by the general powers adopted by the Corporation.

Section 6. Election and Term of Office - New officers of the Corporation shall be elected for three-year terms by the board of directors at the annual meeting set forth in Article VI, Section 1. If the election of officers cannot be held at the Annual Meeting, such election shall be held as soon as possible thereafter. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a replacement is elected at the conclusion of the officer’s term, until the officer’s death, or until the officer resigns or has been removed in the manner described in Sections 7–9 of Article IV. Election or appointment of any officer or agent shall not of itself create a contractual relationship.

Section 7. Resignation - Any officer may resign at any time by giving notice to the board of directors or to the President or Secretary. Resignation of an officer need not be accepted in order to be effective.

Section 8. Removal - Any officer may be removed by two-thirds vote by the board of directors whenever in the directors’ judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 9. Vacancies - A vacancy of any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors by majority vote for the unexpired portion of the term.

Section 10. Compensation - The officers shall not receive compensation for their services as officers. This section shall not preclude any officers from serving the Corporation in any other capacity and receiving reasonable compensation.

Article V: Board of Directors
Section 1. General Powers - The business and affairs of the Corporation

shall be managed by or under the direction of its board of directors.

Section 2. Number and Tenure - The number of directors of the Corporation shall be 11. The number of directors may be increased or decreased from time to time by amendment of this Section, but no decrease shall have the effect of shortening the term of any incumbent director.

Section 3. Election, Tenure, and Reappointment - Each year, at the Annual Meeting (Article VI), the new board members may be elected. Any expiring terms shall have effect at the next meeting for the election of directors following the election of their replacements. The term of a director elected as a result of an increase in the number of directors shall expire at the next meeting for the election of directors. Except as provided in Section 4 or 5 of this Article, each director shall hold office for the term for which they were elected and until their successor shall have been elected and qualified.

Section 4. Removal - A director may be removed by the affirmative vote of two thirds of the board of directors.

Section 5. Resignation - A director may resign at any time by written notice delivered to the board of directors, or to the Secretary or President of the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.

Section 6. Mid-term Vacancies - Vacancies in the board of directors shall be filled by a majority vote of the remaining directors from individuals nominated by the President. Individuals so elected shall serve the unexpired portion of the term of their predecessor in office.

Article VI: Annual and Special Meetings of the Board

Section 1. Annual Meeting - The Annual Meeting of the board of directors shall be held during the month of August at such time and place established by the board of directors. Election of directors to the board of directors shall occur at the Annual Meeting. Those elected to the board of directors shall take their place on the board at the completion of the Annual Meeting.

Section 2. Regular Meetings - The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings of the board without other notice.

Section 3. Special Meetings - A special meeting of the board of directors may be called by, or at the request of, the President and any two directors for the purpose of transacting the business of the board. Any special meeting of the board of directors shall be held at a place the board of directors, upon a majority vote, find to be convenient.

Section 4. Methods of Participation in Meetings - Meetings by telephone conference call or electronic means are permitted. Participation in such meeting by telephone conference call or electronic means shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 5. Notice of Meetings - Notice of the Annual Meeting and any special meeting of the board of directors shall be delivered personally to each director or communicated to each director by electronic mail at least four (4) days before the date of the meeting, or communicated by express mail service, first-class mail, or by other means of written communication, charges prepaid, addressed to the director at the director’s address as it is shown upon the records of the Corporation, deposited in the mail or given to the express mail company or other carrier at least seven (7) days before the date of the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors needs to be specified in the notice except that no special meeting of the directors may remove a director unless written

notice of the proposed removal is delivered to all directors at least twenty (20) days prior to such meeting.

Section 6. Quorum - A quorum consisting of a majority of the directors is necessary for the transaction of any business that comes before the board of directors at any meeting.

Section 7. Manner of Acting - The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these Bylaws, or the Articles of Incorporation.

Section 8. Informal Action by Directors - Unless specifically prohibited by the Articles of Incorporation or by other provisions of these Bylaws, any action required to be taken at a meeting of the board of directors, or any other action that may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if consent, setting forth the action so taken, shall be received in writing from all of the directors entitled to vote with respect to the subject matter, or by all the members of such committee, as the case may be. All of the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. Any such written consent provided by all the directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of the State of Illinois or with anyone else.

Section 9. Compensation - The board of directors shall not receive compensation for their services as directors, nor shall they be compensated for their costs of attending a meeting. This section shall not preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor for travel and meeting expenses when deemed appropriate.

Article VII: Nominations, Elections, and Voting

Section 1. Committee on Nominations - Unless otherwise determined by the board of directors, not later than forty-five (45) days before the Annual Meeting, the board of directors shall appoint a Committee on Nominations consisting of three persons, of which two persons shall be current directors of the board of directors, and one person not a current director. The Committee on Nominations shall submit a list of candidates not less than fifteen (15) days before the Annual Meeting.

Section 2. Committee on Nominations Meetings - A majority of the Committee on Nominations shall constitute a quorum, and a majority of

committee members present and voting at a meeting at which a quorum is present is necessary for committee action. A committee may act by unanimous consent in writing without a meeting. The committee, by majority vote, shall determine the time and place of meetings and the notice required.

Section 3. Candidate List - ​At the Annual Meeting (or any alternative time set forth by the board) the board shall vote to approve the entire slate of candidates submitted by the Committee on Nominations.

Section 4. Election - ​Voting shall proceed by ranked choice with each board member ranking the candidates in order of preference. If a candidate wins a majority of first-preference votes, he or she assumes the first open board spot. If no candidate wins a majority of first-preference votes, the candidate with the fewest first-preference votes is eliminated. First-preference votes cast for the failed candidate are eliminated, lifting the second-preference choices indicated on those ballots. A new tally is conducted to determine whether any candidate has won a majority of the adjusted votes. The process is repeated until a candidate wins an outright majority. If more than one spot is available, the process is complete when the number of remaining candidates is equal to the number of open positions.

Section 5. Voting - All voting by the directors shall be in person, except as described herein. Proxies are not permitted.

Article VIII: Indemnification

Section 1​. The Corporation will indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that they are or were a director, officer, or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of ​nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that their conduct was unlawful.

Section 2​. The Corporation will indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to the Corporation, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3​. To the extent that a present or former director or officer of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Section 1 or 2 of this Article VIII, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Corporation.

Section 4​. Any indemnification under Section 1 or 2 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, or agent is proper in the circumstances because that person has met the applicable standard of conduct set forth in Section 1 or 2. Such determination shall be made with respect to a person who is a director or officer at the time of the determination: (1) by a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, (2) by a committee of the directors designated by a majority vote of the directors, even though less than quorum, or (3) if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion.

Section 5​. To the fullest extent permitted by law, the Corporation shall have power to purchase and maintain insurance on behalf of its directors, officers, employees, agents, and volunteers, against any liability asserted against or incurred by such person in such capacity or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Article IX: Administrative and Financial Provisions
Section 1. Fiscal Year - The Corporation shall operate on a fiscal year

beginning September 1 and ending August 31 of the following year.

Section 2. Records - The Corporation shall keep complete records of accounts and minutes of all meetings of the board of directors. The records and minutes of all meetings shall be available for inspection by any director, or their agent or attorney, for any proper purpose at any reasonable time. The inspection shall include the right to copy and make extracts of documents.

Section 3. Contracts - The board of directors may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4. Loans - No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.

Section 5. Checks and Drafts - All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by an officer(s) or agent(s) of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 6. Deposits - All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the board of directors may select.

Section 7. Gifts - The board of directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any specific and primary purpose of the Corporation.

Article X: Amendment of Bylaws

Section 1. Amendment Clause - These Bylaws may be amended by a vote of two-thirds of the board of directors at any meeting of the board of directors where the proposed amendment was included in the notice of the meeting.

Article XI: Dissolution

Section 1. Dissolution of the Corporation - The Corporation may be dissolved if authorized by a majority of the directors and if: (a) no debts of the Corporation remain unpaid, and (b) written notice of the election to dissolve the Corporation has been given to all directors not less than three (3) days before the execution of articles of dissolution.

Section 2. After Dissolution of the Corporation - Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, that are organized and operated exclusively for such purposes.

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, President of the Corporation known as “The Celebration Company at the Station Theatre,” does certify that the above and foregoing Bylaws were duly adopted by the directors of said Corporation on the sixth day of the month of October in the year Two Thousand and Nineteen, and that they now constitute the Bylaws of said Corporation.

Attest: Richard K. Orr, President

STANDARDS OF CONDUCT

For over four decades, the Celebration Company at the Station Theatre (The Station) has provided an inclusive, tolerant, creative, and safe environment for theatre artists to practice and perform. The Station strives to foster a performing arts atmosphere where people can work and learn with respect, dignity, and freedom. The Station will not tolerate harassment, discrimination or abuse of those, and by those, involved in activities for and on behalf of the theatre. We set a higher standard of conduct than may be required by law, so an artist or volunteer may be held accountable for behavior that violates our policy, even if the behavior does not violate the law.

To that end, the Celebration Company follows, to the best of its ability, the highest of professional and ethical standards of conduct, as well as all applicable federal, state, and local laws and statutes with regard to workplace safety, and to discrimination, bullying, and verbal, physical and/or sexual harassment or abuse. The Celebration Company also prohibits harassment because of sex, gender, sexual orientation, race, ancestry, physical handicap, mental condition, marital status, age, religion, or any other protected basis.

It is expected that the occasional conflicts that occur in the course of the production process will be addressed and resolved amicably among actors, stage management, director, and production designers and staff. In the instance of a conflict that cannot be thus resolved, or in an instance of purported abuse, harassment, or other illegal activity, complaints should be made to the Artistic Director, or any member of the Board of Directors. Should the Artistic Director or board member be subject to the complaint, they will be excluded from the decision- making process.

The Station Board or its designee shall make reasonable inquiries regarding the situation and advise the complainant of their options and/or ask the complainant how they wish to proceed and/or coordinate mediation or refer the matter to relevant authorities. Complaints shall be handled promptly and all attempts will be made to maintain confidentiality to the greatest extent possible with the goal of protecting the complainant from harm or any type of retaliation.