Article 1. Constitution
Provisions for establishment of the Orpheum Theater Advisory Board of Directors (hereinafter Board) are provided in Ordinance No. 15-04 as adopted by the Sioux Falls City Board on February 9, 2004, 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 consist of seven voting members and five non-voting observer members who may serve three-year terms for a maximum of two terms.
Section 2. The voting members shall include the fine arts director for the Sioux Falls School District whose term is perpetual, a person nominated by the Sioux Empire Arts Council, a person nominated by the Convention and Visitors Bureau or the Sioux Falls Chamber of Commerce and other community leaders.
Section 3. The non-voting observer members shall include the Municipal Band Director and City Government Liaison whose terms are perpetual and other representatives of the user groups.
Section 4. Any member may withdraw from the Board by giving written notice to the Mayor or the chairperson of the Board. The Mayor shall act within 75 days to fill any vacancy that may occur. Any vacancy in the membership of the Board shall be filled in the same manner as for appointment.
Section 5. In the event that a member has three consecutive unexcused absences or five absences in a calendar year, the member’s position on the Board will be reviewed by the Mayor.
Article 3. Meetings
Section 1. The Orpheum Theater Advisory Board of Directors shall schedule meetings 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.
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 and special meetings.
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.
Article 4. Officers and Committees
Section 1. The officers of the Orpheum Theater Advisory Board of Directors shall consist of a chairperson, a vice chairperson, and recording secretary.
Section 2. The chairperson supervises the conduct of the Board’s business and activities; serves, 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.
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 Planning office staff shall serve as the liaison between the Mayor, the City and the Board.
Section 6. If the chairperson and the vice chairperson are absent, City Planning office staff shall call the meeting to order and preside.
Section 7. Committees may be appointed by the chairperson as voted by the Board, as needed. Upon receipt of a written request, the chairperson may appoint an emergency committee without a vote of the Board to write a letter of advocacy or prepare a recommendation.
Article 5. 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 their June meeting and be installed and assume their duties at the July 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 6. Special Circumstances
Section 1. 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.
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 committee shall consist of two to three Board members, appointed by the chairperson, with staff and the chairperson serving as ex officio members.
Section 4. 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 5. 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. A 30-day written notice must to be given to the Board notifying them of any amendments to the by-laws or new by-laws. The item must then be placed on an agenda to be discussed and voted on.
Section 3. An amendment or new by-law requires a two-thirds vote of the members present and voting.
Section 4. The amended or new by-laws shall go into effect after a period of thirty days has elapsed.
