BYLAWS OF BLANK CONVERSATIONS THEATRE COMPANY, INC.
(A DRAFT “REVAMP” RESTATEMENT)

ARTICLE I. NAME
Section 1.1 Name. The name of the corporation is Blank Conversations Theatre Company, Inc. (the “Corporation”).

ARTICLE II. PURPOSE, MISSION, AND LIMITATIONS
Section 2.1 Purpose and Mission. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), including the production of high-quality theatre and performing arts experiences, and the creation of accessible opportunities for people to learn, participate, and develop skills in the performing arts.

Section 2.2 Private Inurement and Private Benefit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, or other private person, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

Section 2.3 Political and Legislative Activity. The Corporation 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. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as permitted by law.

ARTICLE III. OFFICES
Section 3.1 Principal Office. The principal office of the Corporation shall be located at 901 N. Main St., Las Cruces, New Mexico, 88001, or at such other address in Dona Ana County, New Mexico, as may be determined by the Board of Directors (the “Board”).

Section 3.2 Registered Office and Agent. The Corporation shall maintain a registered office and registered agent in New Mexico as required by law. The Board may change the registered office and/or registered agent in accordance with applicable filing requirements.

ARTICLE IV. MEMBERSHIP, COMMUNITY PARTICIPATION, AND SUPPORTERS
Section 4.1 No Statutory Voting Members Unless Designated. The Corporation may choose to have members. If the Corporation maintains statutory voting members, their rights shall be as provided in these Bylaws and applicable law. If the Board determines that statutory voting membership is not required or not desirable, the Corporation may operate with community participation categories that are non-voting in nature. In all cases, the Corporation may maintain engagement programs (General Members, Volunteers, Patrons) regardless of whether statutory voting members exist.

Section 4.2 General Members (Community Platform). The Corporation may establish a General Member program designed to be more than a mailing list and to provide structured pathways for participation, including committee service, volunteer opportunities, community events, training access, and feedback loops. Eligibility, expectations, and benefits for General Members shall be defined in the SOP Handbook (as defined in Article XIII). General Members may be granted voting rights only if the Board designates them as statutory voting members and sets eligibility requirements consistent with these Bylaws.

Section 4.3 Patrons. The Corporation may establish a Patron program to enable recurring or one-time support with defined benefits and recognition. Patron benefits and administration (including any rewards, ticketing benefits, recognition levels, or special events) shall be defined in the SOP Handbook. Patron status does not automatically confer voting rights.

Section 4.4 Volunteers and Production Participants. “Volunteers” includes actors, designers, technicians, crew, house staff, and other production participants who are not employees or independent contractors. Participation requirements, onboarding, and conduct standards shall be defined in the SOP Handbook. The Corporation may require signed volunteer agreements as a condition of participation.

Section 4.5 Honorary Recognition. The Board may confer honorary recognition on individuals who have made extraordinary contributions to the Corporation, theatre, or the community. Honorary recognition may include non-voting participation privileges as defined by the Board.

ARTICLE V. BOARD OF DIRECTORS
Section 5.1 General Powers. The affairs of the Corporation shall be managed under the direction of the Board. The Board is responsible for governance, fiduciary oversight, policy adoption, strategic direction, and ensuring that the Corporation has the systems to support safe, effective productions.

Section 5.2 Number, Qualification, and Composition. The Board shall consist of three (3) directors, who shall also serve as the officers of the Corporation: President, Secretary, and Treasurer. The Board shall remain an odd number unless required by law.

Section 5.3 Term of Office. Directors shall serve one-year terms beginning at the close of the Annual Meeting at which they are elected, and continuing until their successors are elected and qualified.

Section 5.4 Resignation. A director may resign at any time by written notice to the President or Secretary. Resignation is effective upon receipt unless stated otherwise.

Section 5.5 Removal. A director may be removed for cause (including serious misconduct, breach of fiduciary duty, or repeated failure to perform duties) by a two-thirds (2/3) vote of the eligible voting body, if the Corporation maintains statutory voting members, or by a unanimous vote of the remaining directors if there are no statutory voting members, subject to applicable law and notice requirements.

Section 5.6 Vacancies. Any vacancy on the Board shall be filled by Board appointment until the next Annual Meeting unless applicable law requires a member vote.

Section 5.7 Meetings. The Board shall meet at least monthly. Meetings may be held in person or by electronic means that allow all participants to hear one another simultaneously.

Section 5.8 Notice. Notice of Board meetings shall be given in accordance with rules adopted by the Board, provided that notice is reasonable under the circumstances. Notice may be provided electronically.

Section 5.9 Quorum and Voting. A quorum for Board meetings shall be two (2) directors. Once a quorum is present, it continues until adjournment even if enough directors withdraw to leave less than a quorum. Actions of the Board require a majority vote of directors present, unless a greater vote is required by these Bylaws.

Section 5.10 Action Without a Meeting. Any action that may be taken at a Board meeting may be taken without a meeting if all directors consent in writing, to the extent permitted by law.

ARTICLE VI. OFFICERS
Section 6.1 Officers. The officers of the Corporation shall be President, Secretary, and Treasurer.

Section 6.2 President. The President shall provide executive leadership for governance and external representation, preside at meetings, ensure Board decisions are implemented, and support the Corporation’s operational leadership through oversight rather than micromanagement. The President may sign instruments on behalf of the Corporation as authorized by the Board.

Section 6.3 Secretary. The Secretary shall maintain corporate records, minutes, required filings, and the official roster of any statutory voting members (if applicable). The Secretary shall ensure records are retained and accessible consistent with Board policy.

Section 6.4 Treasurer. The Treasurer shall oversee financial management, reporting, and solvency; present regular financial reports to the Board; and ensure budgets, receipts, disbursements, and controls are maintained. The Treasurer shall not approve their own reimbursements.

Section 6.5 Delegation. Officers may delegate day-to-day tasks to staff or contractors, but remain accountable to the Board for fulfilling legal duties.

ARTICLE VII. STAFF LEADERSHIP AND OPERATIONS
Section 7.1 Staff Roles. The Board may hire or appoint staff or independent contractors to carry out the Corporation’s work, including an Executive Director, Education Chair, and Media Director.

Section 7.2 Executive Director. The Executive Director is the primary operational leader responsible for supporting productions from planning through strike; ensuring SOP compliance; maintaining reliable communication systems; and escalating major risks to the Board promptly.

Section 7.3 Education Chair. The Education Chair shall oversee educational programming and training initiatives, including The Empty Studio (if established), as defined in the SOP Handbook.

Section 7.4 Media Director. The Media Director shall oversee marketing, public communications, and media packages for productions, consistent with timelines and standards defined in the SOP Handbook.

Section 7.5 Board Non-Interference; Duty of Support. The Board shall provide oversight, resources, and accountability systems to support productions. The Board shall not direct cast/crew operations except as necessary to address safety, legal risk, or serious organizational harm, or as otherwise defined in the SOP Handbook.

ARTICLE VIII. COMMITTEES
Section 8.1 Committees Generally. The Board may establish standing or ad hoc committees to expand participation and distribute workload. Committees may include General Members and volunteers as appropriate.

Section 8.2 Committee Authority. Committees are advisory unless expressly granted authority by Board resolution. No committee may bind the Corporation unless specifically authorized.

Section 8.3 Required Committees (Recommended). The Board shall establish or assign responsibility for at minimum: (a) Finance/Fundraising oversight, (b) Community Outreach, (c) Play/Season Selection, and (d) Patron Engagement, whether as committees or staff-led functions.

ARTICLE IX. MEMBERSHIP MEETINGS (IF THE CORPORATION HAS STATUTORY VOTING MEMBERS)
Section 9.1 Annual Meeting. If the Corporation maintains statutory voting members, an Annual Meeting shall be held on the last Saturday of January, at a time and format (in-person or online) designated by the Board.

Section 9.2 Notice. Notice of the Annual Meeting and any special meeting of members shall be provided not less than fourteen (14) days prior if bylaw amendments are proposed, and otherwise within a reasonable period consistent with law and these Bylaws.

Section 9.3 Voting and Proxies. Voting eligibility, quorum, and proxy rules for members shall be established consistent with law and defined in the SOP Handbook if statutory members exist.

ARTICLE X. FUNDRAISING, PATRON BENEFITS, AND COMMUNITY SUPPORT
Section 10.1 Fundraising Authority and Follow-Through. The Corporation shall pursue effective fundraising and earned revenue strategies designed to create sustainable support for theatre-making. The Board shall approve major fundraising campaigns and partnerships.

Section 10.2 Online Fundraising. The Corporation may utilize online fundraising platforms and link-based fundraising services to solicit donations widely, provided the Board approves the vendor and the Treasurer ensures proper tracking, receipting, and reporting.

Section 10.3 Patron Program Administration. The Patron program shall be administered according to written procedures, with clear benefits, fulfillment responsibilities, and reporting standards, as defined in the SOP Handbook.

ARTICLE XI. CONFLICTS OF INTEREST AND ETHICS
Section 11.1 Conflict-of-Interest Policy Required. The Corporation shall maintain a written conflict-of-interest policy requiring disclosure of financial interests and a process for addressing conflicts, including recusal when appropriate. The Board shall review the policy periodically.

Section 11.2 Compensation and Related-Party Transactions. Compensation must be reasonable and set through a process that avoids conflicts of interest. Related-party transactions must be disclosed and approved only if fair and in the Corporation’s best interest.

ARTICLE XII. RECORDS, REPORTS, AND INDEMNIFICATION
Section 12.1 Records. The Corporation shall maintain accurate minutes, financial records, corporate filings, and policies. Records retention practices shall be governed by Board policy.

Section 12.2 Annual Reporting. The Board shall ensure an annual financial and operational report is prepared and made available to statutory voting members (if any) and used for internal accountability.

Section 12.3 Indemnification. To the fullest extent permitted by law, the Corporation shall indemnify directors and officers against expenses and liabilities reasonably incurred in connection with their corporate role, provided the individual acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests. The Corporation may purchase directors and officers liability insurance as determined by the Board.

ARTICLE XIII. SOP HANDBOOK (COMPANION DOCUMENT)
Section 13.1 Required Companion Handbook. The Corporation shall maintain a companion document (the “SOP Handbook”) that defines standard operating procedures and operating standards for the Corporation, including:
(a) production role SOPs for directors, producers, stage managers, designers, operators, crew, front-of-house, actors, and volunteers;
(b) Board and staff responsibilities during each production, including support expectations and escalation pathways;
(c) communication standards, timelines, onboarding, volunteer agreements, and conflict/incident reporting;
(d) fundraising execution, Patron benefits fulfillment, and General Member engagement systems.

Section 13.2 Authority and Amendment. The SOP Handbook is operational in nature and shall not override these Bylaws. The Board shall approve the SOP Handbook and any material changes to it.

ARTICLE XIV. AMENDMENTS
Section 14.1 Amendment of Bylaws. These Bylaws may be amended by a two-thirds (2/3) vote of the eligible voting body if the Corporation maintains statutory voting members, or by a unanimous vote of the Board if there are no statutory voting members, subject to applicable law. Notice of proposed amendments shall describe the general nature of the changes and be provided at least fourteen (14) days in advance of the meeting at which they will be considered.

ARTICLE XV. DISSOLUTION
Section 15.1 Dissolution. Upon 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 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.

ARTICLE XVI. CONSTRUCTION
Section 16.1 Construction. These Bylaws shall be construed in accordance with the New Mexico Nonprofit Corporation Act and other applicable law. If any provision conflicts with applicable law, the law controls and the remaining provisions remain in effect.

ARTICLE XVII. CERTIFICATION
The Secretary of the Corporation shall certify the adoption date of these Bylaws and that they are the current Bylaws of the Corporation.