We believe in radical transparency and hold ourselves to the highest ethical standards of nonprofit governance.
Founding Members
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Bradley P. Ellis
Founding Artistic Director
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Shawn Kelly
Founding Executive Director
Board of Directors
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SHAWN KELLY
President
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David Christensen
Secretary
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Marcie Monaco
Treasurer
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Erin Guerrera
Board Member
Artistic Staff
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Bradley P. Ellis
Artistic Director
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Gwen Kirkland
General Manager
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Erin Guerrera
Resident Choreographer
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Jill Butler
Resident Artist
By-Laws
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The name of the organization shall be Magnolia Theater Company (hereinafter, “MTC”).
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The mission of the MTC are:
To cultivate a sense of purpose, community, and creative outlet for artists of all ages within the greater North Haven/Hamden region. To achieve this mission, MTC is committed to support and train the next generation of arts lovers by producing theater that entertains, makes you think, and engages participants in the entire creative process - from first rehearsal to strike.
To engage in charitable, educational, and artistic endeavors.
To engage in any other activities permitted under the laws of the State of Connecticut which may be necessary or expedient for carrying on any or all of the activities and pursuing any or all of the objectives and purposes of the MTC.
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The MTC is a non-membership organization and shall not have any members.
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Section 1 - Powers and Duties
The business, property, and affairs of the MTC shall be overseen and managed by a Board of Directors, who may exercise all of the powers of MTC, except as otherwise provided by law, or by these by-laws. There shall be the initial founding Directors which shall consist of three individuals.
Section 2 - Number of Directors and Dismissal
A. The Board of Directors shall consist of no fewer than five (5) Directors, to be elected by the Board at the annual fall meeting. The initial directors shall be proposed for election by the organizing members, thereafter the board of directors shall elect additional directors as set forth below. Directors shall serve for two years or until their successors are duly elected.The Board of Directors shall consist of individuals who are supportive of the mission and the vision of the organization. The Board of Directors shall meet one time per quarter on an annual basis.
B. Any Director missing three (3) consecutive board meetings shall be removed from the Board. Any exceptions to this ruling will be made by the Board.
Section 3 - Meetings and Quorum
A. One more than half of the Directors shall constitute a quorum at any meeting of the Board of Directors. Votes may be taken at a meeting, by telephone, or by other media which all Directors can be heard.
B. Each Director shall have one vote.
C. A simple majority vote of those present shall be required for resolutions to be passed, unless otherwise noted in the bylaws.
D. Notice of meetings may be given in person, by email, or by postal mail (except where otherwise noted in the bylaws).
E. The four required Board meetings shall be at such times and places as set by the notice provided by the President at least ten (10) days prior to the meeting.
F. A special meeting of the Directors may be called by the President, or by any Officer, by a notice sent at least ten (10) days prior to the meeting. Special meetings may be called with no prior notice if all Directors indicate consent upon notice of the meeting.
Section 4 - Vacancies
A. Any vacancy occurring on the Board shall be temporarily filled by the Board for the remainder of the vacated unexpired term.
B. An affirmative majority vote of the Directors is required to fill a vacancy. This vote shall take place during a meeting at which a quorum is present.
Section 5 - Nominations, Elections, and Voting
A. No later than 45 days before the Annual Meeting of the Board of Directors, the Board shall appoint a Committee on Nominations.
B. The Committee on Nominations shall furnish a list of candidates no less than 10 days before the Annual Meeting. The number of candidates must be at least equal to the number of upcoming Board vacancies.
C. The Board of Directors shall elect Directors submitted by the Committee on Nominations at the Annual Meeting. A two-thirds majority vote is required for a Director to be elected.
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The officers of the Board shall be the President, the Vice President, the Secretary and the Treasurer. The officers shall be elected by the Board of Directors from among the current Board Members. The Offices of Secretary and Treasurer may be held by the same person. The Directors may create such other officers and prescribe such other duties as they shall deem appropriate.
Section 1 - President
The President shall preside at all meetings of the Board of Directors. He or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 2 - Vice President
In the absence of the President at any meeting of the Directors, the Vice President shall assume all of the duties of the President at that meeting. In the event that the office of the President shall be vacated for any period, the Vice President shall act as interim President until the office is filled.
Section 3 - Secretary
The Secretary shall keep records of the proceedings of the Board. The Secretary shall also keep the archival records of the Corporation.
Section 4 - Treasurer
The Treasurer shall have care and custody of all funds of the Corporation and shall cause financial reports to be prepared as required by the Board of Directors. The Treasurer may designate account keeping responsibilities to MTC’s Executive Director or his/her designee.
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Section 1 - Executive Committee
The officers of the Board of Directors, as well as the Founding Artistic Director and Founding Executive Director, shall constitute the Executive Committee. The Executive Committee shall have the power to exercise all of the powers of the Board of Directors.
A quorum for a meeting of the Executive Committee shall be all of the officers, plus the Founding Artistic and Executive Directors. The Executive Committee shall meet on an as-needed basis, as called by the President.
Section 2 - Other Committees
The President, subject to the approval of the Board of Directors, may designate committees as may be necessary to conveniently carry out the purposes of the MTC.
The composition and appointment of members of all Committees shall be made and determined by the President, subject to approval and confirmation by the Board of Directors.
The President may make interim appointments that shall be effective pending approval at the next meeting of the Board of Trustees. Except as otherwise specified in the bylaws, members of Committees need not be members of the Board.
Committees may also be created and staffed by proper motion of any Director and by a vote of the Board of Directors.
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Two staff positions shall be created upon acceptance of these initial bylaws by the Board of Directors. These two positions - Founding Artistic Director and Founding Executive Director - shall manage the day-to-day operations of the Magnolia Theater Company and provide support to the Board of Directors.
The Founding Artistic Director and Founding Executive Director shall be equally responsible for the execution of the organization’s mission. The Artistic Director shall be primarily responsible for the artistic integrity of the organization and the Executive Director shall be primarily responsible for the operational integrity of the organization.
The Founding Artistic and Executive Directors shall serve as non-voting ex-officio members of the Board of Directors and voting members of the Executive Committee.
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Section 1 - Indemnification and Limitations
Each person who, as an officer, director, or volunteer of the MTC, is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal or administrative, by reason of the fact that he or she is or was a director, officer, or volunteer of the MTC, shall be indemnified and held harmless by the MTC to the fullest extent authorized by Connecticut law as the same exists or may hereafter be amended, against all expense, liability and loss, including but not limited to attorneys fees, judgments, fines, taxes or penalties, or amounts paid in settlement reasonably incurred or suffered by such indemnities in connection therewith, and such indemnification shall continue as to indemnitee who has ceased to be a director, officer, or volunteer and shall inure to the benefit of the indemnitee's estate, heirs and personal representatives.
The private property of the members, Board of Directors and officers of MTC shall not be subject to the payment of MTC debts to any extent whatsoever.
MTC shall not have or exercise any power or authority either expressly or by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity that would prevent MTC from qualifying or continue to qualify as a Company described in section 501 c(3) of the Internal Revenue Code of 1954, contributions which are deductible for federal income tax purposes. Any reference to the Internal Revenue Code of 1954 shall be deemed to mean any provision as now or hereafter existing, amended, supplemented or superseded as the case may be.
Section 2 - Exceptions
No person serving as a director, officer, or volunteer shall be indemnified by the MTC in any instance in which he or she shall have been adjudged by final judicial decision to have engaged in intentional misconduct or a knowing violation of law or from or on account of any transaction with respect to which it was determined that such director, officer, or volunteer personally received a benefit in money, property or services to which they were not legally entitled.
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The Magnolia Theater Company shall draft and maintain a policy on conflict of interest transactions. All members of the Board and Staff shall agree to and sign a Conflict of Interest policy document as a condition of affiliation with MTC.
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These Bylaws may be amended by the Board of Directors at any meeting of the Board with a ⅔ vote of those present.. Any proposed changes to the Bylaws shall be distributed to all Trustees at least fourteen days in advance. The Board has the right to alter these Bylaws in any manner, and alterations or amendments by the Trustees may extend to every portion of these Bylaws, including the manner by which the Trustees are elected.
The Bylaws may not be amended by the Executive Committee.
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Authorization for the dissolution of the MTC shall be effected in the following manner:
The Board of Directors shall adopt a resolution recommending that the MTC be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting either special or regular.
Written notices stating the purpose of such meeting is to consider the advisability of dissolving the MTC shall be sent to all members of the Board of Directors.
The resolution shall be adopted upon receiving at least two thirds of the votes entitled to be cast by the members present.
In the event that the Board of Directors determines for any reason to dissolve the MTC, any residual assets, after provision for paying all obligations, shall be transferred to a 501 (C)(3) organization with a stated purpose similar to that of MTC.
Non-Discrimination Policy
Adopted: 12/13/2019
The Magnolia Theater Company does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and board members, casting decisions, and provision of services.
We are committed to providing an inclusive and welcoming environment for all members of our board, staff, volunteers, participants, vendors, and community.
Anti-Harassment Policy
Adopted: 12/13/2019
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Harassment is any behavior which causes distress, feelings of a lack of safety, or physical harm to another person based on their actual or perceived race/ethnicity, religion, age, gender, gender expression or identity, socioeconomic status, disability, sexual orientation, citizenship status, geography, place of origin, marital status, or familial status.
Additionally, any kind of sexual harassment against anyone, regardless of the identities of the people involved, is covered by the policy below. Harassment does not need to have malicious intent; the impacts on the person reporting the harassment must be addressed regardless of the intent. Displays of derogatory or offensive pictures, graffiti, or materials towards people because one of the identities listed above; demeaning remarks, jokes, innuendos about a staff or board member, participant or volunteer; or remarks about an identity group in the presence of any individual, not necessarily a member of the group mentioned, are also forms of harassment.
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Consensual banter or romantic peer relationships, where the people involved consent to the interaction, are not harassment. Appropriate reviews, constructive feedback and critique, counseling, or discipline by individuals as part of their role within the organization are not harassment.
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All board members, volunteers, staff and program participants are responsible for fostering a safe environment, free of harassment. A safe environment is one where everyone is accepted and allowed to be themselves. No one should be afraid for their physical or mental health in a safe environment.
A safe environment is not free of all criticism or conflict, but those things are handled with respect. Everyone must set an example of appropriate behavior and must report situations of harassment immediately on becoming aware of them, whether or not there has been a complaint.
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MTC is committed to providing an environment that is free of discrimination and harassment. Actions, words, jokes, or comments based on an individual's race, color, creed, religion, gender and gender identity or expression (including transgender status), national origin, age, physical or mental disability, sexual orientation, genetic information, marital status, veteran status, or any other legally protected characteristic will not be tolerated.
Sexual harassment is defined as clearly unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature.
Conduct that constitutes unlawful harassment on the basis of an individual’s legally protected characteristics includes, but is not limited to:
Epithets, slurs or negative stereotyping;
Threatening, intimidating, or hostile acts based on an individual’s membership in a protected class;
Denigrating jokes, cartoons, or pictures based on legally protected characteristics, and;
Display or circulation of written or graphic material (including e-mail) that denigrates or shows hostility or aversion toward an individual or group based on a protected category.
Any board member, staff member, volunteer, or participant who experiences, witnesses, or becomes aware of an incident of sexual or other unlawful harassment should promptly bring it to the attention of the Executive Director or member of the Board of Directors.
The Executive Director (or Board designee) will make a prompt, thorough, and impartial investigation of all allegations of sexual or other harassment. If the results indicate that a volunteer, program participant, or board member has engaged in sexual or other harassment he or she shall be subject to disciplinary action, up to and including termination of their board service or the ability to volunteer or participate in our programs in the future.
Conflict of Interest Policy
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Directors, officers, and staff of the Magnolia Theater Company (MTC) should recognize that both real and apparent conflicts of interest - or dualities of interest - may occur in the normal course of conducting the affairs of the organization. Even the appearance of a conflict - when there is, in fact, no conflict - can be troublesome for the MTC.
Conflicts occur because individuals can have multiple interests and affiliations within the community. In these situations, a person may have identical duties of loyalty to two or more corporations. These conflicts are undesirable because of the potential of placing the interests - including perceived interest - of others (or oneself) ahead of the obligation to MTC’s charitable purpose and public interest.
The purpose of Magnolia Theater Company’s conflict of interest policy is to protect the corporation’s tax-exempt interest when contemplating entering into a transaction or agreement that might benefit the private interest of an officer, director, or staff member of the organization - resulting in an excess benefit transaction. This policy is meant to ensure a continued public benefit to the community.
This policy is not meant to replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
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Interested Person
An Interested Person is any Director, Officer, or member of a committee with delegated powers who has a direct or indirect financial interest, as defined below.
Financial Interest
A person has a financial interest if that person has - directly or indirectly - through business, investment, or family:
An ownership or investment interest in any entity with which Magnolia Theater Company has a transaction or arrangement
A compensation agreement with Magnolia Theater Company or with any entity or individual with which MTC MTC has a transaction or arrangement
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Magnolia Theater Company is negotiating a transaction or arrangement
Compensation includes direct and indirect remuneration - as well as gifts of favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of Directors has determined a conflict of interest exists.
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Section 1 - Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with Board delegated powers while considering the proposed transaction or arrangement.
Section 2 - Determining Whether a Conflict Exists
After disclosure of the financial interest and all material facts - and after discussion with the interested person - the person shall leave the meeting. Once out of the meeting, the Board or Committee will vote upon whether or not a conflict of interest exists.
Section 3 - Procedures for Addressing the Conflict of Interest
A. An interested person may make a presentation at a Board or Committee meeting - but must leave the meeting during the discussion of, and the vote on the transaction or arrangement involving the possible conflict of interest.
B. The chairperson of the Board of Directors (or Committee) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
C. After exercising due diligence, the Board or Committee shall determine whether the corporation can obtain - with reasonable effors - a more advantageous transaction or arrangement from a person or entity, without giving rise to a conflict of interest.
D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or Committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is fair, reasonable, and in the best interest of the Magnolia Theater Company. In conformity with this determination, it shall make a decision as to whether to enter into the transaction or arrangement.
Section 4 - Violations of the Conflicts of Interest Policy
If the Board of Directors or appropriate Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and making a further investigation as warranted, the Board or Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
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The minutes of the organization shall contain - with respect to conflicts of interest:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or perceived conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the ultimate decision as to whether a conflict of interest - in fact - existed.
The names of the persons who were present for the discussions and the votes relating to the transaction or arrangement, the content of the discussion (including any alternatives to the proposed transaction or arrangement), and a record of any votes taken in connection with the proceedings.
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Each director, officer, staff member, and committee member shall annually sign a statement which affirms such person:
Has received a copy of this conflicts of interest policy
Has read and understands the policy
Has agreed to comply with the policy, and
Understands that the Magnolia Theater Company is charitable. And in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
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To ensure the Magnolia Theater Company operates in a manner consistent with its charitable purpose and does not engage in activities that could jeopardize its tax-exempt status, a period review of this policy shall be conducted. The period review shall, at a minimum, include the following subjects:
A. Whether partnerships, joint ventures, and arrangement with corporations conform to MTC’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit or in an excess benefit transaction.