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BYLAWS OF THE NEW ENGLAND THEATER CONFERENCE

ARTICLE I. THE CORPORATION
Section 1: Name of the Corporation.The name of this Corporation shall be the New
England Theatre Conference, Inc. and shall be hereinafter referred to as NETC.
Section 2: Changing Name. The Board of Directors of NETC may, at its pleasure, by
the procedures outlined for the Amendment of the By-Laws, change the name of the
Corporation.
Section 3: Non-Profit Status and State of Incorporation. NETC is a non-profit
Corporation, incorporated under the laws of the State of Massachusetts.
Section 4: Address of NETC. The address of NETC in the Commonwealth of
Massachusetts shall be 125 Clarence Avenue, Bridgewater, Massachusetts 02324.
Section 5: Other Offices. NETC may have such other offices, either within or without the
Commonwealth of Massachusetts, as the Board of Directors may, from time to time,
determine the affairs of the Corporation may require.
Section 6: Staffing of NETC. The Board of Directors of NETC may employ a person, or
persons, for the operation of the Corporation with powers and duties established by the
Board of Directors. Such person, or persons, may not be Members of the Board of
Directors.
Section 7: Operating and Fiscal Year. The Operating and Fiscal Year of the Corporation
shall begin on the first day of September and end on the last day of August in each
year. The Board of Directors shall have the authority to establish and/or change the
date of the fiscal year of NETC.

ARTICLE II. MEMBERSHIP

Section 1: Availability of Membership. Membership in NETC shall be available to any
individual, group, or organization, interested in the purposes of NETC as defined in its
Articles of Association.
Section 2: Classes, Dues, Benefits and Privileges. Membership classes and dues, along
with accompanying benefits and privileges, shall be determined and published by the
Board of Directors
Section 3: Membership on Payment of Dues. All individuals, groups, organizations etc.,
eligible in any of the Membership Class, shall become members upon payment of the
dues associated with that Class. Should any Class allow for more than one Member per
organization, all the rights of membership shall be bestowed on all those listed.
Section 4. Dues Assessed Annually. Dues shall be assessed and set on an annual
basis as determined by the Board of Directors, which shall review the established dues
from time to time.
Section 5: Termination of Membership. The death or voluntary withdrawal of a member
shall terminate Membership. Membership may also be terminated by non-payment of
dues when such dues are in arrears thirty days from the period for which such dues
became payable.
Section 6: Expelling a Member. A Member may be expelled by the affirmative vote of
two-thirds (2/3) of the Board for such reason(s) as the Board may find to be in the best
interest of NETC.

Section 7: Annual Meeting of the Membership. Unless otherwise ordered by the Board,
the annual Membership Meeting shall be held each year during NETCs Annual
Convention at a time and place to be determined by the Board. If the Annual Meeting of
the Membership cannot be held at that time or place, the Board shall cause the meeting
to be held at a time and place designated by them as soon thereafter as convenient,
and any business transacted at such a meeting shall be valid. Notice of the meeting, its
time and place, shall be sent to each member in good standing at his or her postal or
email, or other accepted IT address, as it appears in the Membership rolls, not less than
14 days before the date of such meeting. If the notice of a meeting is mailed via the
postal service, it shall be deemed to be delivered when deposited in the US mail. If the
Annual Meeting of the Membership cannot be held at the time and place of the Annual
Convention, notice of the Annual Meeting may also be posted on the Website not less
than 14 days before the date of the meeting and the posting of that meeting shall be
considered proper notice.
Section 8: Special Meetings of the Membership. Special Meetings of the Membership
shall be held at such times and places as the Board may determine. No business may
be transacted in any Special Meeting except such business as shall be specified in the
notice of the meeting to the Membership. Such Special Meetings may also be called by
the President or by a petition of one tenth (1/10) of the Membership with voting rights,
such number to be determined by the size of the membership on the date of the
petition. Notice of such Special Meeting, including the time, place, and purpose/agenda
of the meeting shall be sent to the Membership as provided above in Section 7 at least
thirty (30) days prior to the meeting date.

Section 9: Voting Privileges. Each Member of NETC in good standing shall be entitled
to one (1) vote on any matter submitted to a vote of the Members by the Board of
Directors.
Section 10: Proxies. Voting by Proxy is not permitted at any Membership meeting.
Section 11. Quorum. The Members present at any meeting of the Membership, or
responding by mail/email/other accepted IT ballot, where authorized in these By-Laws,
shall constitute a quorum. The vote of the majority of the Members present and voting at
a meeting, or by mail/email, or other appropriate IT ballot, where authorized in these ByLaws, shall determine the issues unless a greater proportion is required by law or by
these By-Laws.
Section 12. Elections of NETC Board/Officers and Division Members: The Membership
shall vote annually for the Officers of the New England Theatre Conference and for the
Board Members of the Divisions of NETC. Election Procedures shall be outlined in the
Operations Manual, except that Ballots shall be sent to the Membership at least two
months in advance of the Annual Conference by postal mail, email or other IT option, as
determined by the Board of Directors, to the address of the Member as it appears in the
Membership rolls, and at least 14 days shall be allowed for its return via the same or
other approved option. The Officers and Division Members who have won election/reelection will be announced at the Annual Meeting of the Membership and their term of
their office shall begin at the Annual Meeting of the Membership.

ARTICLE III. BOARD OF DIRECTORS

Section 1: Members of the Board must be Members of NETC. All Members of the Board
of Directors of NETC must also be Individual Members of NETC in good standing.
Section 2: General Powers. All affairs and property of NETC shall be managed and
controlled by the Board of Directors, including the control of financial matters. But the
Board shall not have the power to commit NETC beyond the funds on hand or
anticipated. The Board shall have the authority to establish the fiscal year of NETC and
to hire and fix the compensation of any and all employees they deem necessary for the
conduct of the business of NETC and to contract for services. In addition to the powers
and authorities expressly conferred upon them by these By-Laws, the Board may
exercise all such powers and do all such lawful acts as are allowed by Massachusetts
statute or law.
Section 3: Compensation. Board Members shall not receive any compensation for their
services as Board Members. While Board Members are expected to cover the cost of
their expenses associated with attendance at Board meetings, the Board may authorize
the use of NETC funds to cover the expenses of Board members who are acting on
behalf of NETC and/or whom the Board might feel are in need of compensation to
attend the meetings.
Section 4: Number and Offices of Board Members. The Board shall consist of no less
than 15 or more than 24 Directors. The Board shall be comprised of at least five
principal theater Divisions made up of three members each, one president, three vice
presidents, a Secretary and two or more members at large who shall be appointed by
the President and who must receive ratification by the Board at the next regularly
scheduled Board meeting.

Section 5: Term and Tenure of Board Members. The term of office of each Division
member shall be 3 years, and no Division member may serve more than two
consecutive terms in the same Division. Each term, in each Division, when it expires,
shall be available only for the amount of time left before its next expiration date, and any
Members filling, that position, shall fill it only until the expiration date before the office
comes before the Membership again for election.

At Large members shall serve one

year terms and may be re-appointed twice more. The Officers of the Board shall serve
one year terms and may be re-elected for no more than three consecutive terms in the
same office.
Section 6: Vacancies. Non appointed Officer or Division vacancies on the Board, prior to
the completion of a term shall, at the discretion of the Board, either be filled by a
majority vote of the Members of the Board at a regular or special meeting of the Board,
or remain vacant until the next election by the Membership. Nonetheless, the term of
that office will continue to run during the period of vacancy. The Board President may fill
a vacancy in an appointed position at any time, subject to approval of the Board at the
next meeting of the Board, or by ballot of approval by a majority of the Board by mail,
email or other IT option.
Section 7. Resignations. Any Director may resign by filing a written resignation with any
Officer of the Corporation which shall take effect on being so filed, or at such other time
as may be therein specified.

Section 8: Removal from Office. Any Director may be removed from office by a vote of
not less than two-thirds (2/3) of the Members of the Board at a regular or special
meeting where a quorum is present. Cause for removal shall be based on substantial
failure to perform the duties of any office held, or the duties of a Board Member in
general, or as a result of loss of membership. Failure to attend three (3) consecutive
regular or special meetings of the Board may be considered substantial failure to
perform the duties of his/her office, and grounds for removal.
Section 9: Annual Meeting of the Board of Directors. The Annual Meeting of the Board
of Directors shall also be the first Regular meeting of the Board of Directors and shall
follow the Annual Meeting of the Membership.
Section 10: Regular Meetings of the Board. The Board may establish a schedule each
year of regular meetings, and no specific notice of such meetings shall be required. The
meetings may be held either in or outside the Commonwealth of Massachusetts and at
a time and place of the Boards choosing.
Section 11: Special Meetings of the Board. Special meetings of the Board may be
called by, or at the request of the President or any three (3) Directors. The President
shall be responsible for providing notice of such special meetings by mail, email or other
IT option to each member of the Board, including the time, place, and purpose(s) of
such meeting at least fourteen (14) days prior to the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail in a sealed
envelope with postage prepaid thereon. Notices of any Special Meetings shall state the
purposes thereof. Nonetheless, the Board may transact such business, whether
specified in the notice or not, as it deems necessary, for the competent management of
the affairs of NETC.

Section 12: Board Meetings Open to Members. All meetings of the Board shall be open
to any Members of NETC.
Section 13: The Number of Board Members Needed to Conduct the Business of NETC:
Sixty Percent (60%) of the Board, as it is constituted at the time of any meeting of the
Board, shall be necessary to conduct the business of the Board, unless a greater
proportion is required for a particular issue by these Bylaws or by the laws of the
Commonwealth of Massachusetts. Should that number not be present at the time the
Board is meeting, the Board may agree to certain actions based on a majority of the
vote of the Board Members in attendance, but no action shall be taken until Board
Members, not present, up to the number needed to fulfill the sixty percent (60%)
requirement, have been contacted by the Board President or his/her design
ee by email, phone, or other acceptable IT options, and have agreed to the action within
seven days of the meeting. Should any action require a greater percentage than a
simple majority of the Sixty Percent (60%) Board participation required to conduct
business, based on these Bylaws or the laws of the Commonwealth of Massachusetts,
that percentage above a simple majority must also be agreed to within seven days of
the Board meeting, using the IT methods described above.
Section 14: Presence by IT: Members may be considered present if they attend via
phone conferencing, video conferencing, skyping or any other Telecommunication
options that allow them to hear the proceedings of the meeting and to be heard in
return.
Section 15: Action by the Board. If sixty percent (60%) of the Board are present, then
the vote of a majority of the Board Members present shall determine the issue unless a
greater proportion is required by law or by these By-Laws. No Board Member shall have
more than one (1) vote.

Section 16: Informal Action by the Board. Any action may be taken, without a meeting or
a quorum, if a consent in writing, setting forth the action so taken, shall be signed by a
majority of the Members of the full Board, or shall be agreed to by mail, email, or other
appropriate IT options before the action is taken.
Section 17: Operating Manual. The Board shall establish a set of operating procedures
which shall be published, governing all Board operations not specified in these Bylaws.
Such procedures shall be subject to change by a vote of a majority of Board Members
at a regular or special meeting of the Board at which a quorum is present.

ARTICLE IV.OFFICERS
Section 1: Officers. The Officers of the Corporation shall be a President, an Executive
Vice President, a Vice President for Finance and Administration, a Secretary, a Vice
President for Communication and Development and a Clerk of the Corporation.
Section 2. Duties of the Officers:
a. The President shall be the principal executive officer of NETC and shall, in
general, supervise and control all of the business and affairs of NETC. The
President shall preside at all meetings of NETC, shall supervise all activities
of NETC, execute all instruments in its behalf, call such meetings of the
Membership as shall be deemed necessary and as herein provided for in the
By-Laws, and perform such other duties as are inherent in such office and as
the laws of the Commonwealth of Massachusetts allow.

b. The Executive Vice President shall act on behalf of the President on any
occasion due to the absence or incapacitation of the President. In addition

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s/he shall perform such duties as may be determined and directed by the
President.

c. The Secretary, or his/her designee, shall be responsible for the keeping and
maintaining of all the Minutes of the Board and other official meetings of
NETC. S/he, or his/her designee, shall be responsible for maintaining a
current Membership Roll and for the mailing of all notices required by the ByLaws.

d. The Vice President of Finance, or his/her designee, shall be responsible for

maintaining the financial books and records NETC, preparing the annual
budget and disbursing all funds as have been approved by the Board. The
Treasurer, or his/her designee, shall also be responsible for overseeing any
audits (internal or external) of NETC.

e. The Vice President for Communications and Development shall act as a

consultant in the preparation of grant applications and promote and arrange
for the presentation of such applications to appropriate public, private and
governmental funding agencies. S/he shall work directly with the Membership
Committee, and oversee all publications of the Corporation.

f. Clerk of the Corporation: The Clerk of the Corporation shall be appointed by

the President with approval by the Board, and shall be the legal
representative of the corporation in matters dealing with the Commonwealth
of Massachusetts or any of its subsidiary governing bodies, or the Federal
Government, or any other states. S/he need not be a Member of the Board or
a Member of the Corporation.

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Section 3: Removal of an Officer. Any Officer elected by the Board may be

removed from office by a majority vote of the Board of Directors at any legal
meeting which has at least sixty percent of the Board in attendance. The removal
may be for cause, or whenever, in its judgment the Board feels the best interests
of NETC would be served thereby.

Section 4: Vacancies: A vacancy in any Office for any reason may be filled by the
Board of Directors for the unexpired portion of the term. The person shall be
chosen by a majority vote of the Board who are present at a Regular Meeting or
a Special Meeting where filling a vacancy is on the agenda and where at least
sixty percent (60%) of the Board is present, or by a majority of the entire Board if
a ballot, listing the person or persons interested in the position, is sent by postal
mail, email or other appropriate IT option.

ARTICLE V. THE EXECUTIVE COMMITTEE

Section 1. Membership on the Executive Committee: The Executive Committee
shall be composed of the Officers of the Corporation who are also Members of
the Corporation.
Section 2: Duties and General Powers of the Executive Committee. The
Executive Committee shall be the administrative body of NETC responsible for
carrying out the policies of the Corporation. It shall act for, and have the power
of, the Board of Directors in carrying out the day-to-day business of the
Corporation and any other business as may be designated by the Board of
Directors in the interim between Board meetings.

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Section 3: Meetings, Voting and Quorum. The Executive Committee shall meet
as needed, at the call of the President, for the conduct of its duties. Each
member of the Committee shall be entitled to one vote on all matters submitted
to a vote by the Committee. A simple majority vote of the Committee members
will be required to pass such matters. Voting by proxy is not permitted. A quorum
of the Committee shall be three members.
Section 4: Reporting and Ratification of Actions: A reporting of all the procedural
matters conducted by the Executive Committee shall be made to the Board of
Directors at its next regular meeting. All policy actions taken for the Board by the
Executive Committee must be formally approved by the Board of Directors at its
next regular meeting by a majority vote when a quorum is present.

ARTICLE VI. DIVISIONS

Section 1. Standing Divisions. There shall be five standing divisions of the New
England Theatre Conference; Children and Youth Theatre Division, Secondary
School Theatre Division, College and University Theatre Division, Community
Theatre Division and a Professional Theatre Division. Board Membership on
these Divisions are determined by the Membership (see Article II, Section 12 )
Section 2: Power to Create Divisions. Divisions, not otherwise authorized by
these By-Laws, may be created by the Board through a majority of the vote of the
Board at any regular or special meeting where sixty percent (60%) of the Board
Members are present. Membership on any new Division shall be determined by
the Membership as above.

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Section 3. Membership on the Division. There shall be three Board Members

serving on each Division. With the agreement of the President, other persons on
the Board and/or other persons, not on the Board, but who are Members of the
Corporation, may serve on the Division in an advisory capacity. They may also
attend meetings of the Board and may discuss issues pertinent to their Division
when recognized by the President.
Section 4. Division Chairs. The three members of the Division, who are also
Members of the Board, shall elect a Division Chairperson, who shall hold that
position until his/her term of office is due, or until s/he resign from the position, or
another of the three Board Members of the Division, is voted as Chairperson.
Section 5: Duties of the Divisions. The member of the Division shall be engaged
in the specific concerns of that Division, including any specific duties assigned to
the Division in the Operating Manual. Significant actions taken by the Committee
which are not approved in the Operating Manual, shall be approved by a majority
of the Board at a Regular or Special Meeting or may be approved via Board
participation through mail, email or other appropriate IT procedure as long as
such approval shall be ratified at the next regularly or specially scheduled
meeting of the Board of Directors.

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ARTICLE VII. COMMITTEES

Section 1: Power to Create Committees.
A. The President may create a Committee to serve a specific function and shall
appoint members of that committee as well as the Chairperson. The
President shall assign the Committee its duties and responsibilities.
B. The Chairperson of any Division may create a Committee to serve a specific
function and shall appoint members of that committee as well as the
committee Chairperson. The Chairperson of the Division shall assign the
Committee its duties and responsibilities.
C. The Board of Directors may establish, from time to time, other Committees
as may be deemed necessary for the operation of the Corporation,
determine the method of appointment of membership and duration, and
assign such Committees such duties and responsibilities as are deemed
appropriate with a Chairperson to be appointed by the President.
Section 2: Term of a Committee/Membership on a Committee: The Term of a
Committee shall be set by the office or entity which created them, e.g. the
President, Division Chairperson, or the Board of Directors as they see fit.
Membership on the Committee is also set by the office or entity which created
the Committee.
Section 3: Standing Committees. Only the Board of Directors may establish a
Standing Committee. The Board President shall appoint a Chairperson of those
committees and appoint or approve members suggested by the Chairperson of
the Standing Committee or the Board of Directors. The Board shall list its
Standing Committees in the Operations Manual and outline their duties,
responsibilities and scope of operation.

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Section 4: Membership on Committees/Standing Committees. Membership on

any Committee or Standing Committee may be Board Members or non-board
members. Non-Members need not be Members of the Corporation.
Section 5: Limits on Spending. No Committee shall be authorized to create any
financial liability greater than 100$ without approval from the President or the
Board. No Committee shall take any action binding upon NETC without prior or
subsequent approval from the President or the Board.

ARTICLE VIII. THE COLLEGE OF FELLOWS

Section 1: The College of Fellows: The College of Fellows is an Honorary Society
made up of those who have made an outstanding contribution to the New
England Theatre Conference and/or New England Theatre.
Section 2: Membership: Annual nominations for the College of Fellows shall be
made by the existing members of the College of Fellows, and these nominations
shall be submitted to the Board for approval. It is understood that Membership in
the College of Fellows is relatively limited and new members may not be elected
every year. Announcement of new members elected to the College of Fellows
shall be made at the Annual Membership Meeting of NETC.

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Section 3: Governing Authority. The College of Fellows shall elect from among its
Membership, a Chairperson and such other members of a Steering Committee
as may be needed, who shall direct all the business of the College. The term of
office of the Chairperson and the Steering Committee shall be established by the
College of Fellows.

ARTICLE IX. GIFTS, DONATIONS AND BEQUESTS.

Section 1: General. The Board of Directors may accept any gifts, donations and
bequests. Unless some special purpose accompanies these gifts, donations or
bequests, the Board of Directors may disburse the income for any of the
purposes specified in the Articles of Incorporation.
Section 2: Specified Purpose. Gifts, donations and bequests may be made to
NETC with directions that the principal or the income therefrom shall be used for
certain specified purposes. The principal of such gift, donation or bequest may
be made to some other person, corporation or trustee with instructions that the
income therefrom shall either be paid to the New England Theatre Conference,
Inc. or disbursed in accordance with the instructions to the Board of Directors. All
specified purposes, however, shall only be accepted by NETC when they are in
accord with the purposes specified in the Articles of Incorporation.

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ARTICLE X. WAIVER OF NOTICE

Whenever any waiver of notice is required to be given under the provisions of the
Commonwealth of Massachusetts statutes, or under the provisions of the Articles
of Incorporation or the By-Laws of NETC, a waiver thereof, in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS TO THE BY-LAWS

Any proposed amendment(s) to these By-Laws shall be submitted to the Board of
Directors, which shall then submit the proposed amendment(s) to the Membership,
along with its recommendations, no later than thirty days after receipt of the proposal.
The Membership shall be given at least thirty days in which to consider the proposed
amendment(s). The proposed amendment(s) shall be acted upon by the Membership at
its next annual meeting or at a special meeting called for that purpose. The adoption of
said amendment(s) shall require a two-thirds affirmative vote of the members present
and voting at such meeting.