1.1 Bylaws. The Owosso Community Players, a not-for-profit corporation, duly incorporated in Michigan adopts these rules and procedures, pursuant to the purposes of the association specified in the articles of incorporation, as amended from time to time. These bylaws supersede and replace any and all bylaws previously adopted by the corporation.

1.2 Name. These bylaws and other documents duly issued by the corporation may identify The Owosso Community Players, a non-profit corporation, with the designated acronym OCP or with the abbreviated designations The Players, The Owosso Players, The Community Players, or The Owosso Community Players.

1.3 Places of Business. The principal office of The Owosso Community Players in Michigan shall be located at The Lebowsky Center, 120 1/2 East Main Street, Owosso, Michigan 48867 (formerly known as the Capitol Theater) in Shiawassee County and the corporation may have such other places of business as the coordinating council may from time to time determine.

1.4 Object and Purposes. The purposes for which The Owosso Community Players is organized include:

A.  to encourage and promote an interest in theater and the arts;

B.  to foster and promote through dramatic productions and other related activities a community interest and active participation in the performing arts in a professional manner on an amateur basis;

C.  to educate the residents of this community in the area of theater by bringing quality productions and other performing arts to them;

D.  to strive to achieve all goals required to continue a tax-exempt status for The Owosso Community Players and to take no action which would impair or destroy the current tax-exempt status of the corporation;

E.  to co-operate with other similarly organized associations;

F.  to accept gifts or contributions for advancement of The Owosso Community Player's programs and purposes and to use these funds in accordance with the purposes of the corporation; and

G.  to maintain and improve the theater located at 120-126 East Main Street, Owosso, as an historical building and to use this building in furtherance of these and the other purposes of The Owosso Community Players and the good of the community, and in such regard to

1.  to meet overhead costs;

1.5 Members of the Corporation. A member of the corporation shall be defined as provided by the coordinating council from time to time. Dues may be charged or waived for any member. Such a member shall not be granted any voting rights by virtue of that status alone. Any failure to notify such a member of any meeting, corporate meeting, annual meeting shall not be grounds to nullify any decision any respective board.

Note: The Bold underline language of 1.5 is the newest language adopted by the organization and was not in the original bylaws which have been published as a booklet.

2.1 Council Members. The business and affairs of The Owosso Community Players shall be managed by a coordinating council, which is the governing body of the corporation. The corporation is organized on a non-stock, directorship basis and, except as otherwise provided by law, all matters which are subject to membership vote or other action in the case of a Michigan non-profit membership corporation, shall be approved by action of the directors, who are called council members in this corporation. The coordinating council shall meet as often as necessary to conduct the business of The Owosso Community Players, but at least quarterly.

2.2 Number and Selection of Council Members. The coordinating council shall consist of both elected members and appointed automatic members, appointed pursuant to their position with The Owosso Community Players.

The elected coordinating council members shall consist of not less than six nor more than twenty-four persons. The exact number to be elected to the coordinating council shall be determined by the coordinating council from time to time. Elected council members shall be elected by the coordinating council at its annual meeting and vacancies shall be filled in the manner specified in section 2.5. The development board, the endowment board, the facilities board, and the production board, may, but need not, appoint a representative to serve as a member f the council without regard to the total number of board members.

Elected council members shall serve for three year terms, except initially one-third shall be elected to serve for three years, one-third shall be elected to serve for two years, and one-third shall be elected to serve for one year. In the event of an alteration in the number of council members serving, terms shall be established so that the term of approximately one-third of the council members expire each year. Council members shall be eligible for re-election.

The chairs of the four boards described herein shall be automatic members of the coordinating council during their tenure in office. In the event any board has elected co-chairs to preside, then that respective board shall also appoint one of the two co-chairs as the member of the coordinating council. These individuals shall be full voting members of the coordinating council in addition to the members elected by the coordinating council with the same rights, privileges and immunities.

However, Any executive director of The Owosso Community Players shall not be a voting member of the coordinating council.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

2.3 Removal. Any council member, except the chairs of the boards may be removed from office with or without cause at any annual or special meeting of the coordinating council by the affirmative vote of two-thirds of the council members then in office.

2.4 Attendance. Attendance at duly scheduled meetings is mandatory for elected council members. A failure to attend two consecutive coordinating council meetings shall result in the automatic removal of the elected council member from the coordinating council; provided, however, that at least two weeks prior to the second missed meeting the council member must be notified by the secretary in writing that his or her failure to attend the next regularly scheduled meeting shall constitute an automatic removal from office. The secretary shall only send such notice upon such terms as the coordinating council shall direct.

2.5 Vacancies. Vacancies occurring in the coordinating council by reason of death, resignation, removal or other inability to serve shall be filled by the affirmative vote of a majority of the remaining council members although less than a quorum of the coordinating council. A council member elected to fill a vacancy shall serve for the unexpired portion of the term.

2.6 Annual meeting. At the first meeting following the commencement of the fiscal year, hereafter called the annual meeting, the coordinating council shall elect council members, elect officers for vacant positions, appoint board members to vacancies on the endowment board, and consider such other business as may properly be brought before the meeting. If less than a quorum of the council members appear for an annual meeting of the coordinating council, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular or special meeting, or by consent resolution.

2.7 Regular and Special Meetings. Regular meetings of the coordinating council shall be held at least quarterly and may be held at such times and places as the council members or its president from time to time determine either at a prior meeting or as shall be directed or approved by the vote or written consent of all the council members or its president. Special meetings of the coordinating council must be called by the president or by the secretary upon the written request of any two council members.

2.8 Notice of Meetings. Written notice of the time and place of all meetings of the coordinating council or any board or committee thereof shall be given to each council member or committee member at least three days before the date of the meeting, either personally or by mailing such notice to each member at the address designated by the member for such purposes, or if none is designated, at the member's last known address. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. Notice of any meeting may be waived in writing by the member before or after the meeting.

2.9 Action Without a Meeting. Any action required or permitted at any meeting of the coordinating council or any board or committee thereof may be taken without a meeting, without prior notice and without a vote, if all of the council members or committee members entitled to vote thereon consent in writing. Said written consent shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

2.10 Quorum and Voting Requirements. A majority of the council members then in office and a majority of any board or committee thereof constitutes a quorum for the transaction of business. The vote of a majority of the council members or any board members or committee members present at any meeting at which there is a quorum shall be the acts of the coordinating council, the board, or the committee, as the case may be, except as a larger vote may be required by the laws of Michigan, these bylaws, or the articles of incorporation. A member of the coordinating council or of a board or committee thereof may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participating in a meeting in this manner constitutes presence in person at the meeting.

2.11 Powers of the Coordinating Council. The coordinating council shall have charge, control and management of the business, property, personnel, affairs and funds of The Owosso Community Players and shall have the power and authority to do and perform all acts and functions permitted for an organization described in the internal revenue code, section 501(c)(3), not inconsistent with these bylaws, the articles of incorporation or the laws of Michigan. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards or council members of nonprofit corporations, and in addition to the powers mentioned in and implied from section 1.4, the coordinating council shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of The Owosso Community Players and in furtherance of its purposes.

2.12 Specific Duties of the Coordinating Council. Specifically, the coordinating council shall make and enforce all policy at The Lebowsky Center and for The Owosso Community Players; shall adopt budgets for each of the described boards; shall allocate all funds raised by any committee; shall oversee all audits of the respective boards; shall retain and maintain insurance as may be necessary; shall pay or object to all special assessments and taxes, including sales and employee taxes; and shall consider the long range plans and goals of The Owosso Community Players. In carrying out these duties, the coordinating council may delegate such to any board or special committee.

2.13 Compensation. Members of the coordinating council or any committee thereof shall receive no compensation for their services on the coordinating council or any board or committee thereof. The preceding shall not, however, prevent The Owosso Community Players from providing reasonable compensation to a council, board, or committee member for services which are beyond the scope of their duties as council, board, or committee member or from reimbursing any expenses actually and necessarily incurred in the performance of the duties of the council, board, or committee member.

2.14 Execution of Conveyances, Mortgages and Contracts. The coordinating council may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of The Owosso Community Players, and such authority may be general or confined to specific transaction. The coordinating council may also certify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the president or vice president and the secretary, any assistant secretary, the treasurer or any assistant treasurer may execute such instrument on behalf of The Owosso Community Players.

2.15 Corporate Meetings. At least once twice per year, the coordinating council shall schedule a corporate meeting inviting all members of the board and any member of the corporation four boards to attend for the purpose of insuring cohesiveness of the corporation; and to allow any member of any of the boards to address the coordinating council of concerns, suggestions, and motions. Except as otherwise provided herein, the members of the boards shall not be entitled to vote at said corporate meeting, but each person in attendance shall be entitled to address the coordinating council upon such rules as the coordinating council may establish for at least a five minute period and may yield their time to any other member in attendance.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

3.1 Officers. The officers of the coordinating council of The Owosso Community Players shall be a president, a secretary, a treasurer, and such other officers as may be elected by the coordinating council. There may also be one or more vice presidents and such assistant officers as the coordinating council deems appropriate. Any president, secretary or treasurer, plus such other officers as may be designated by the coordinating council may indorse negotiable instruments either as a maker or as a payee on behalf of The Owosso Community Players.

3.2 Election and Term of Office. All officers shall be elected for a term of one year two years, or until their successors have been elected and qualified, by the coordinating council at its annual meeting. In electing the officers members of the coordinating council, the council shall note that no person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the articles of incorporation or these bylaws to be executed, acknowledged or verified by two or more officers.

Officers shall serve no more than two consecutive terms on the executive board as a president, secretary, or treasurer, or any combination thereof.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

3.3 Removal. Any officer may be removed with or without cause by the vote of a majority of the council members then in office at any regular or special meeting of the coordinating council.

3.4 Vacancies. In the event of death, resignation, removal or other inability of any officer to serve, the coordinating council shall elect a successor to serve until the expiration of the normal term of such officer and until a successor has been elected.

3.5 President. The president shall have power, on behalf of the coordinating council, to perform all acts, execute and deliver all documents and take all steps that the president may deem necessary or desirable in order to effectuate the actions and policies of the coordinating council.

3.6 Vice Presidents. There may be one or more vice presidents with such duties as determined from time to time by the coordinating council or its president. When vice presidents are elected, one or more such vice presidents may be designated who shall perform the duties of the president in the president's absence.

3.7 Secretary. The secretary, or, in the secretary's absence or incapacity, an assistant secretary, shall send or cause to be sent all required notices of meetings of the coordinating council, shall receive and attend to all correspondence, shall have custody of all documents belonging to The Owosso Community Players, except as otherwise provided in these bylaws, and of the corporate seal, if any, shall keep records of all terms of office and addresses and current telephone numbers of all council members, shall deliver to all council members and board members a copy of these bylaws upon first election, and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the coordinating council.

3.8 Treasurer. The treasurer, or, in the treasurer's absence or incapacity, an assistant treasurer, shall have charge of the funds of The Owosso Community Players, except for such funds as the coordinating council or these bylaws may otherwise designate; shall maintain an accounting system designed to give a true and accurate accounting of the financial transactions of the corporation; shall annually audit all books of the corporation; and shall render reports from time to time as requested by the council members of activities and the financial condition of The Owosso Community Players. All funds received by the treasurer shall immediately be deposited in a depository designated by the coordinating council.

Should the council elect an assistant treasurer, his or her duties shall be to act as a check or balance for the integrity of the treasurer. In such case, the council shall assign separate duties to both the assistant treasurer and the treasurer.

3.9 Executive Director. If The Owosso Community Players hires an executive director, he or she shall make day to day decisions concerning The Lebowsky Center and The Owosso Community Players consistent with these bylaws and the resolutions of the respective boards; shall not be a voting member of any board or committee thereof; and shall attend all coordinating council and production board meetings.

4.1 Organization. There shall be four boards of The Owosso Community Players pursuant to these bylaws. These four boards shall be designated as the development board, the facilities board, the endowment board, and the production board.

4.2 Number and Selection of Board Members. The development board, the production board and the facilities board shall consist of not less than six nor more than twenty-four persons. The exact number shall be determined by the respective boards from time to time. These three boards shall elect board members at their respective annual meetings and, once elected, shall send to the coordinating council a list of board members.

The endowment board shall consist of not less than three nor more than twelve persons as the coordinating council shall determine, who shall be appointed by the coordinating council.

4.3 Term of Office of Board Members. Board members shall serve for three year terms, except initially one-third shall serve for three years, one-third shall serve for two years, and one-third shall serve for one year. In the event of an alteration in the number of board members serving, terms shall be established so that the term of approximately one-third of the board members expire each year.

4.4 Removal. Any board member may be removed from appointment with or without cause at any annual or special meeting of the respective board by the affirmative vote of two-thirds of the board members then on the board.

4.5 Attendance. Attendance at duly scheduled meetings is mandatory for board members. A failure to attend two consecutive board meetings shall result in the automatic removal of the offending board member from the respective board; provided, however, that at least two weeks prior to the second missed meeting the board member in question must be notified by the secretary of the particular board in writing that his or her failure to attend the next regularly scheduled board meeting shall constitute an automatic removal from office. This secretary sending the notice shall only send such notice upon such terms as his or her respective board shall direct.

4.6 Vacancies. Vacancies occurring on these boards by reason of death, resignation, removal or other inability to serve shall be filled by the affirmative vote of a majority of the remaining board members although less than a quorum of the applicable board. A board member elected to fill a vacancy shall serve for the unexpired portion of the term.

4.7 Annual meeting. An annual meeting of each of these boards shall be held following the commencement of the fiscal year, at such place, date and hour as each board may determine from time to time. At these annual meetings the applicable board shall elect officers, and consider such other business as may properly be brought before the meeting. If less than a quorum of the board members appear for this annual meeting of the applicable board the holding of such annual meeting shall not be required and matters which might have been taken up at this annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.

4.8 Election of Officers. Officers of the boards shall be elected by the board at the annual meeting for a term of one year, or until their successors have been elected and qualified, by the respective boards at their respective annual meetings two year terms. In addition to a chair, the board shall elect secretaries, a treasurer and such other officers as the board may deem appropriate. Boards may elect co-officers to any position.

Officers shall serve no more than two consecutive terms on the executive board as a president, secretary, or treasurer, or any combination thereof.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

4.9 Duties of Chair. The chair shall serve a two year term in this office. The chair or chairs, under the direction of the respective board shall have power, on behalf of the board, to perform all acts, and take all steps that the chair or chairs may deem necessary or desirable in order to effectuate the actions and policies of the board. The chair shall be a voting member of a coordinating council. If co-chairs are elected, then the respective board shall designate one co-chair to serve on the coordinating council.

4.10 Duties of Recording Secretary. The recording secretary shall record the minutes of the meetings of the respective board; shall file all documents belonging to the respective board in an orderly fashion in the file cabinets of The Owosso Community Players, except as otherwise provided in these bylaws; shall record all terms of office and addresses and current telephone numbers of all board members; and shall act as historian to maintain records, posters, tickets, programs, newspaper articles and other documents of a historic nature.

4.11 Duties of Corresponding Secretary. The corresponding secretary shall send or cause to be sent all required notices of meetings of the respective board; shall send out all mailings on behalf of the board; shall maintain mailing lists as are specific to the board; shall send out notices as provided in section 4.6; and shall receive and attend to all correspondence of the board and all memoranda from other boards of The Owosso Community Players.

4.12 Duties of Treasurer. The treasurer shall have charge of the funds of the respective board, except for such funds as the coordinating council may designate; shall maintain an accounting system designed to give a true and accurate accounting of the financial transactions of the respective board; shall pay all bills as authorized by the production board; shall prepare an annual budget for the board to consider; and shall render reports from time to time as requested by the board of activities and the financial condition of the board. All funds received by the treasurer shall immediately be deposited in a depository designated by the coordinating council.

4.13 Regular and Special Meetings. Regular meetings of each of these boards may be held at such times and places as the board members from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the board members, but at least quarterly. Special meetings of the applicable boards may be called by its chair or by its secretary upon the written request of any two board members or as shall be directed by the coordinating council.

4.14 Joint Committees. Any board or the coordinating council may form an ad hoc, temporary, joint committee to jointly administer any of the duties assigned to said board without amendment of these bylaws. The two entities may select such of its board members to serve on the joint committee as may be appropriate and may authorize additional non-members to serve on the joint committee. Non-members shall not exceed members of the boards in the total make-up of the joint committee.

4.15 Reports. Fifteen days prior to each quarterly meeting of the coordinating council, each board shall prepare a report detailing the actions taken since the last quarterly meeting.

4.16 Board Members in Event of a Lack of Elected Members. In the event that the any board does not have enough persons willing to be board members, then the duties of the respective board shall be conducted by the coordinating council.

Note: The Bold underline language of 4.16 is the newest language adopted by the organization and was not in the original bylaws which have been published as a booklet.

5.1 Object and Purpose of Production Board. The production board shall schedule all events in The Lebowsky Center; shall rent and solicit rentals for all events in The Lebowsky Center, including theater, musical and variety shows, conventions, speeches and lectures, and other auditorium related events; shall prepare and disseminate all press releases and other publicity materials; shall produce periodic community theater both at The Lebowsky Center and elsewhere as the case may be; and shall supervise any executive director of The Owosso Community Players.

This board shall also oversee all ushers and ticket matters, including the sale, exchange and taking of any tickets and shall establish appropriate accounting procedures in such regard, and shall maintain the lettering on the marquee.

Note: The Bold underline language of 5.1 is the newest language adopted by the organization and was not in the original bylaws which have been published as a booklet.

5.2 Officers of Production Board. The officers of the production board shall be a chair, a recording secretary, a corresponding secretary, a treasurer; whose duties are set forth in article four; a vice chair in charge of rentals and selection of events, a vice chair in charge of production of community theater, a vice chair in charge of publicity, a vice chair in charge of awards and nominations, and a liaison officer.

5.3 Vice Chair in Charge of Rentals, and Selection of Events. This vice chair shall solicit and contract all rentals of the facilities upon such terms and conditions as the production board shall determine; shall maintain a master calendar for all events and activities at The Lebowsky Center; and shall submit to the production board nominations for paid programming for The Lebowsky Center.

5.4 Vice Chair in Charge of Production of Community Theater. This vice chair shall oversee the production of community theater; shall submit to the board nominations for local theatrical productions; shall advise performers of applicable policies; shall obtain release as may be necessary from each performers; and shall obtain all presentation rights for events chosen by the production board.

5.5 Vice Chair in Charge of Awards and Nominations. This vice chair shall organize all award presentations and ceremonies; shall prepare and tally all ballots therefore; shall oversee donor relations as it may relate to the production board; and shall seek and suggest nominations to the production board.

5.6 Vice Chair in Charge of Publicity. This vice chair shall coordinate all publicity requests from all boards and from the coordinating council; shall prepare all publicity materials; shall determine marquee messages; shall maintain the signboards both within and without the building and their messages; shall prepare and disseminate a periodic newsletter; shall organize photographic endeavors to document the history of the theater as it develops and the publicity need of The Owosso Community Players; and shall work with any the production board in its need for posters.

5.7 Liaison Officer. The liaison officer shall act as official liaison to all other boards and the coordinating council. The officer need not be a voting member of any other board, but shall be entitled to attend any regular meeting for purposes of informing the particular board or coordinating council of all activities of the production board and of reporting back to the production board all activities of the other boards and of the coordinating council.

5.8 Ticket Manager. This vice chair shall procure and distribute all tickets for all events produced by The Owosso Community Players and such other events for which the building is hired and the ticket manager is specifically assigned.

Note: The Bold underline language of 5.8 is the newest language adopted by the organization and was not in the original bylaws which have been published as a booklet.

6.1 Object and Purpose of Facilities Board. This board shall maintain and insure the safe and comfortable use of the building and its annex and any other real estate owned by the corporation by all who may use the building or buildings. The Lebowsky Center by audiences and those using the facility; This board shall also protect the theatrical integrity of the building; shall maintain and secure all equipment of the corporation. The Owosso Community Players; The Facilities Board need not maintain any properties or costumes, but shall designate any storage locations therefore. The shall operate all concessions of in The Lebowsky Center shall be managed by this board upon such terms and conditions as it may deem appropriate. all tickets and oversee admittances to all events at The Lebowsky Center; shall maintain the marquee and the signboards; shall provide all ushers, technical support and stage personal for all events for the Center; The facilities board may operate and shall run any gift store at the theater The Lebowsky Center.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

6.2 Officers of the Facilities Board. The officers shall be a chair, a secretary (which shall initially include the duties of both a recording and corresponding secretary), a treasurer; whose duties are described in article four; a vice chair in charge of maintenance, a vice chair in charge of personal property, a house manager; and a ticket manager.

6.3 Vice Chair in Charge of Maintenance. The vice chair in charge of maintenance shall submit, with the aid of the facilities board treasurer, budgetary input to the facilities board; shall investigate, contract, oversee repairs of the building and its equipment; shall maintain the safety and cleanliness of The Lebowsky Center on such terms and conditions as authorized by the facilities board; and shall monitor utility usage.

6.4 Vice Chair in Charge of Personal Property. The vice chair in charge of personal property shall secure all personal property of The Owosso Community Players, other than records kept by the secretary of The Owosso Community Players or of any board; shall replace all broken or used personal property in need of replacement; and shall store all foodstuffs for the concession stands and gift products for gift sales to the public.

6.5 House Management. The facilities board may appoint a house manager to manage the areas of food service, gifts, security and safety. House Manager. This vice chair shall operate all concession stands and food-service, shall operate all gift stores and product sales; shall oversee all ushers and security; shall create and maintain safety measures; and shall take all tickets and otherwise oversee all public admittances to The Lebowsky Center.

6.6 Ticket Manager. This vice chair shall procure and distribute all tickets for all events produced by The Owosso Community Players and such other events for which the building is hired and the ticket manager is specifically assigned.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

7.1 Object and Purpose of the Development Board. It is the function of the development board to initiate, develop, oversee, and generate funding to operate, support, and maintain The Lebowsky Center, this corporation and its budgets and programs. It shall solicit and account for donations and contributions; recognize significant donations; supervise donor relations; maintain mailing lists and records regarding both cash and non-cash donations; seek to secure grants; organize and administer fund-raising events and membership drives; and prepare periodic financial reports.

7.2 Officers of the Development Board. The officers of the development board shall be a chair, a vice chair, a secretary (who shall initially be both a recording and corresponding secretary), a treasurer, and a finance coordinator.

7.3 Vice Chair. The vice chair will determine nominations for the annual elections; and shall perform the duties of the chair in the chair's absence. The term of office is two years.

7.4 Financial Coordinator. The financial coordinator shall record gifts and oversee donor relations and may serve as an officer indefinitely. The term of office is two years.

8.1 Object and Purpose of the Endowment Board. The endowment board shall invest and protect assets of The Owosso Community Players assigned to it for safekeeping; shall adopt reliable procedures for prudent investments; and shall be ready to report at each meeting of the coordinating council the last known status of each investment.

8.2 Officers of the Endowment Board. The officers shall be a chair, a secretary, and a treasurer; whose duties are described in article four. Officers shall be elected by the endowment board.

8.3 Investments. This board shall segregate its receipts as directed by the coordinating council into a perpetual endowment fund and non-perpetual funds. Unless specifically directed otherwise, the funds the board receives from any source shall be placed in the non-perpetual investment portfolio.

The funds designated as perpetual shall be segregated from other funds, shall be invested by the endowment board in a conservative manner calculated to reduce the risk of loss of principal; and the principal portion of the investments SHALL NOT BE WITHDRAWN from investment and paid to the corporation FOR ANY PURPOSE.

The interest and earnings of either portfolio may be invested or withdrawn as determined the endowment board or directed by the coordinating council from time to time.

9.1 Indemnification. Each person who is or was a council member, director, officer or member of a board of the corporation and each person who serves or has served at the request of the corporation, as a trustee, council member, director, officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the laws of Michigan as they may be in effect from time to time for all acts taken by said individual in good faith on behalf of the corporation.

9.2 Insurance. The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence.

9.3 Extension of Rights of Indemnification. The corporation may, to the extent authorized from time to time by the coordinating council, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of Michigan as they may be in effect from time to time.

9.4 Savings Clause. The corporation assumes all liability to any person other than the corporation for all acts or omissions of a volunteer director, board member, or council member occurring on or after January 1,1988, incurred in the good faith performance of their duties.

10.1 Prohibition Against Personal Inurement. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its council members, officers, or other private persons, except that the corporations 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 above.

10.2 Prohibition Against Political Action. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of any candidates for public office, including the publishing or distribution of statements.

10.3 Prohibition Against Actions Which Could Destroy the Tax-Exempt Status of the Organization. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on

A. by a society exempt from federal income tax under section 501(c)(3) of the internal revenue code of 1954 [26 USC 501(c)(3)] or the corresponding provision of any future United States internal revenue law, or

B. by a society, contributions to which are deductible under section 170(c)(2) of the internal revenue code of 1954 [26 USC 170(c)(2] or the corresponding provision of any future United States internal revenue law.

10.4 Upon Dissolution, Assets to be Distributed By Law. Upon the dissolution of the corporation, the coordinating council, after paying or making provision for the payment of all of the liabilities of the corporation, shall dispose of all of the assets of the corporation in such a manner or to such organization or organizations organized and operated primarily for the presentation or promotion of the arts as shall at the time qualify as any 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, as the coordinating council shall determine. Any such assets not so disposed of shall be disposed of by a court of proper jurisdiction of Shiawassee County, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

11.1 Committees. The coordinating council may establish additional special committees to consider such business as the coordinating council deems appropriate from time to time. In such a case, the coordinating council shall define the powers and responsibilities of such committees. The coordinating council may establish one or more executive committees and determine the powers and duties of such executive committee or committees within the limits prescribed by law. The committees shall be required to keep the regular minutes of its transactions and shall report the same to the coordinating council at the regular meetings or upon request.

Except as otherwise provided, these bylaws may be amended at any corporate meeting by the affirmative vote of two-thirds of the voting members then in attendance. Voting members for the purpose of this section shall be defined as all voting members of the coordinating council, the endowment board, the production board, the facilities board, and the development board. Each board and the coordinating council must each have a quorum of thier respective boards present at the corporate meeting before any vote on any amendment of the bylaws may be taken.

No amendment inconsistent with the articles of incorporation shall be effective prior to amendment of the articles of incorporation.

At any time a board may suggest to the coordinating council that the bylaws may need to be amended. If this is suggested to the coordinating council, it shall appoint an ad hoc committee with one representative from each board to consider the reports of each board and recommend language for the bylaws to correct the problems encountered.

Note: strikethrough is previous bylaw language included here because there is a published booklet of the bylaws which is no longer up-to-date. Bold underline is the newest language adopted by the organization.

11.3 Waiver of Notice. Whenever, under the laws of Michigan or by provision of these bylaws, a waiver in writing is signed by persons entitled to such notice, whether before or after the time stated therein, is shall be deemed equivalent to the giving of such notice.

11.4 Fiscal Year. The fiscal year of the corporation shall begin on the first day of June and end on the thirty-first day of May in each year.

12.1 Prohibition Against Alienation in General. the building now known as The Lebowsky Center, 120-126 East Main Street, Owosso, and formerly known as the Capitol Theater, shall not be sold, given, leased on a long-term basis, or transferred with or without consideration, hereafter all referred to as "transfer", except of the following conditions; furthermore, this section may not be amended except as provided herein.

12.2 Prerequisites to Alienation. Prior to any transfer of any portion of The Lebowsky Center; or amendment of this section of the bylaws, the coordinating council shall consider and determine that said transfer or amendment is a benefit to the corporation which outweighs any detriment to the purposes of the corporation as set forth in article 1.4, above. and the detriment to the residents of the Owosso and Shiawassee County.

12.3 Notice. A notice setting forth the proposed transfer and the reason therefore in the case of a transfer motion; or setting forth the proposed amendment and the reason therefore in the case of an amendment motion; and inviting all residents of the City of Owosso and other interested parties to attend a meeting to discuss said transfer or amendment

A. shall be published one time per week for three (3) consecutive weeks in The Argus Press, an Owosso newspaper, or its successor; and

B. shall be sent to the editor of The Owosso Argus Press, the editor of the Shiawassee Independent, and the manager of Channel 12 television or the respective successors three weeks in advance or more of the date for the meeting.

12.4 Procedure. The president of the coordinating council at the time the action is first proposed, shall preside over said meeting;

Roberts newly revised rules of order shall govern the procedure at said meeting, except any person in attendance shall be given at least one opportunity to speak on the issue at hand.

This section shall not apply to any transfer of any portion of said building to The Lebowsky Corporation, provided that said transfer contains specific prohibitions against further transfer. This section shall not apply to any mortgage to an established bank or credit union, which has been in existence at least five years.

Adopted June 1992.
Amended January 11, 1998