By-laws of the Orpheum Theater Advisory Board of Directors

Article 1. Constitution

Provisions for establishment of the Orpheum Theater Advisory Board of Directors (hereinafter Board) are provide in Chapter 32 of Title III of the Revised Ordinances of the City of Sioux Falls as incorporated under the laws of the State of South Dakota.

Article 2. Membership and Appointment

Section 1. Membership is drawn from the Sioux Falls community. Board members are appointed by the Mayor. The Board shall provide input and advice to Mayor regarding appointments.

Section 2. In the event that a member has three consecutive unexcused absences or five absences in a calendar year, notice shall be given for review by the Mayor.

Article 3. Officers and Committees

Section 1. The officers of the Orpheum Theater Advisory Board of Directors shall consist of a chairperson, a vice chairperson, and a recording secretary.

Section 2. The chairperson supervises the conduct of the Board’s business and activities; serves as ex officio on all committees; presides at meetings; signs all acts or orders necessary to carry out the will of the Board; and may act as the representative of the Board to outside persons and other organized boards as necessary. The chairperson, or acting chairperson, shall not vote, except in the event of a tie, of which the chairperson shall cast the deciding vote.

Section 3. The vice chairperson has the full powers of the chairperson in his or her absence. In the absence of the chairperson, however, the vice chair cannot change rules and does not serve as an ex officio member of committees.

Section 4. The recording secretary serves as clerk for the Board and carries out the official correspondence of the Board. The recording secretary may be the same individual as the official City staff liaison or Management Company staff person.

Section 5. City Finance office staff shall serve as the liaison between the Mayor, the City and the Board.

Section 6. Committees may be appointed by the chairperson as voted by the Board, as needed.

Article 4. Election of Officers and Appointments

Section 1. The chairperson, vice chairperson, and recording secretary of the Board shall be elected annually by Board members at the June meeting and be installed and assume their duties at the next official meeting.

Section 2. No officer shall be elected for more than two consecutive years. After the lapse of one year, he or she may be elected again to the same office.

Section 3. All appointed committees shall be appointed by the chairperson upon motion of the Board. Their duties shall be specified in the motion. Their activities are limited to the purpose for which they were created, and after performing; their service ceases to exist.

Article 5. Meetings

Section 1. The Orpheum Theater Advisory Board of Directors shall schedule meeting bi-monthly. The chairperson of the Board may cancel or postpone a meeting. Meeting dates for the following year shall be set on the last meeting date of each calendar year.

Section 2. Four Board members presently appointed shall constitute a quorum for transacting official business. The chairperson shall have voting privileges when only four members are present.

Section 3. Special meetings of the Board may be called at any time by the chairperson or two members.

Section 4. The members of the Board shall be notified at least five days in advance of the time and place of regular special meeting. A meeting agenda shall be published to the City of Sioux Falls official website at least five days ahead of any meeting.

Section 5. All regular and special meetings of the Board shall be open to the public.

Section 6. Unless otherwise specified, Roberts Rules of Order revised shall guide the proceedings at meetings of the Board.

Section 7. If the chairperson, and vice chairperson are absent from a meetings, the meeting may be called to order by members present, and a presiding officer selected through consensus.

Section 8. All meeting agendas shall provide an opportunity for members of the public and representatives to address the board.

Section 9. The course of discussion on items before the board shall be open for participation by members and guests present as directed by the chairperson. During any time a motion is active and pending action, open participation shall cease and discussion shall be limited to appointed members and staff only, except when participation by others is requested or warranted.

Article 6. Special Circumstances

Section 1. Conflicts of Interest – If, during discussion or a vote on any agenda item, the topic is in conflict of interest with one of the Board members, that member will make the other Board members aware of the possible conflict of interest, may remove himself or herself from the discussion, and shall abstain from voting.

Section 2. Executive Session – For matters appropriate to discuss exclusively among membership, and individuals invited by the membership to participate, the board may adjourn the meeting into executive session by motion and stating the intent of the session.

Article 7. Letters of Advocacy

Section 1. Upon receipt of a written request, the chairperson of the Sioux Falls Orpheum Theater Advisory Board of Directors may appoint an emergency committee to write a letter of advocacy or determination for a project or proposal in need of immediate action.

Section 2. The letter of advocacy or determination will be signed by the chairperson of the Board. If there is a conflict of interest, the chairperson shall designate the vice-chairperson or recording secretary to sign the letter.

Section 3. The topic will be placed on the next meeting agenda, and a copy of the letter shall be presented to the Board.

Article 8. Amendment

Section 1. These by-laws may be amended or new by-laws adopted at any regular or special meeting of the Board.

Section 2. Notice must to be given to the Board of any amendments to the by-laws or new by-laws. Placing notices on the meeting agenda shall satisfy this requirement.

Section 3. An amendment or new by-law requires a two-thirds vote of the members present and voting or five votes, whichever is greater.

Section 4. The amended or new by-laws shall go into effect after a period of twenty days has elapsed.