THE REVISED BYLAWS OF THE
SAN ANTONIO THEATER COALITION, INC.
A (TEXAS) NON-PROFIT CORPORATION ARTICLE ONE NAME The name of the corporation shall be SAN ANTONIO THEATER COALITION, Inc. hereinafter called the Corporation. ARTICLE TWO PLACE OF BUSINESS The principal place of business of the Corporation shall be in the City of San Antonio, Bexar, County, (Texas). ARTICLE THREE PURPOSE A. The primary purpose of the Corporation is to provide a vehicle for the education in, production and development of the performance arts, including but not limited to drama, musical and related cultural productions, and to encourage community participation in all aspects thereof. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, Directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth herein. B. Prohibited Activities: 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 (including the publishing or distribution of statement) any political campaign on behalf of any candidate for public office or for/against any measure. ARTICLE FOUR MEMBERSHIP A. Eligibility: Any person who is interested in the purposes and objectives of the Corporation shall become a member upon payment of the membership fee determined by the Board of Directors. B. Categories of Membership; There shall be two categories of membership; Individual Memberships and Producing Memberships. Each Producing Member shall designate in writing the name of a Responsible Individual authorized to act for it. The various levels within these categories shall be fixed annually by the Board of Directors. C. Fees and Privileges: Upon payment of membership fees for such time periods as the Board of Directors shall determine, each member shall have: 1. voting privileges as set for in IV D., 2. the privilege of working as a volunteer in Corporation, 3. such other privileges as the Board may determine from time to time. The Board of Directors shall establish annual membership fees for each category of membership. D. Voting: All Individual Members age18 years and over shall be entitled to one vote on each matter submitted to a vote at a meeting of members. No person shall be entitled to more than one vote, and no Individual Member may vote by proxy. All Producing Members shall be entitled to one vote on each matter submitted to a vote at a meeting of members. Each Producing Member's vote shall be exercised by its Responsible Person (who shall be a natural person) or another individual physically present at the vote who shall be designated in writing by the Responsible Person to exercise the Producing Member's vote. Producing Members may also vote by proxy in favor of another Producing Member or designated individual. All Producing Member's proxies and writings designating an individual other than the Responsible Person shall be in writing, shall be signed by the Responsible Person, shall designate the name of the Producing Member or individual (for a proxy) or individual (for a written designation) designated to exercise the vote and shall be delivered to the President or presiding chair of the meeting when the meeting is called to order and prior to any vote being called. The President or presiding chair shall have the final authority to determine the validity of any proxy or writing presented to him or her. No Proxy or writing may be given for a period longer than until the end of the fiscal year for which it is written. E. Terms: No voting membership shall exist for a period extending beyond the end of the fiscal year in which such a membership is granted. The fiscal year shall be from January 1 through December 31.
ARTICLE FIVE MEETINGS A. Annual Meetings: The annual meeting of the Corporation shall be held in BEXAR COUNTY, TEXAS during the month of (NOVEMBER) for the purpose of electing new Directors for the coming year and for the transaction of all other business that may be brought before the meeting. The Board of Directors shall select the exact time and place of the annual meeting and written notice stating the time and place of such a meeting shall be mailed or e-mailed to all voting members not less than ten (10) days prior to the date of such meeting. B. Special Meetings: Special meetings may be held at the call of the President, the Board of Directors or on the petition of twenty-five (25) members of the Corporation. Written notice stating the time, date, place and purpose shall be mailed or emailed not less than ten (10) days prior to the date of such meeting. If called by petition, the Board of Directors shall be required to schedule such meeting within thirty (30) days from the presentation of the petition to the Secretary of the Corporation. No business may be transacted at any special meeting which has not been included in the written notice of such meeting. C. Quorum: The members attending any regular or special meeting shall constitute a quorum at such meeting. At least two officers of the corporation will be in attendance. ARTICLE SIX BOARD OF DIRECTORS A. Powers: The Board of Directors shall conduct, manage and control all of the affairs and business of the Corporation, shall have primary responsibility for raising funds and generally shall supervise and regulate the activity of the Corporation. The Board shall maintain a codified manual of operations designating specific duties and procedures of operation. Such manual will be reviewed annually. Such manual may consist in whole or in part of written records from meetings of the Board of Directors but only to the extent that such minutes or resolutions establish policy for the corporation.
B. Number: The Board of Directors shall consist of not less than 3 nor more than twenty-one directors. The exact number shall be determined by the current board at least one month prior to nominations in the manner set forth in the manual of operations. If more than two new directors are being added to the board, they shall be elected to first fill the unexpired term of any vacant position and then the officers, as much as is practical, shall stagger the terms of any additional directors in terms expiring one year apart. Each Producing Member shall be allowed to have no more than one Director on the Board. C. Election: Candidates to the Board shall be elected for a three year term. As nearly as practicable Directors shall be divided into three equal groups with terms expiring one year apart. The initial Board member's tenure shall be determined by the Incorporators. As nearly as practicable, the Board shall consist of 2/3 individuals representing Producing Members. These individuals shall be recognized by a Producing Member either as its Responsible Person or other designated individual person. Should a Producing Member wish to recognize someone other than its Responsible Person as its representative on the Board, it shall designate such recognized person in writing signed by its Responsible Person, which writing shall be effective for the term the director is elected, unless revoked in writing by the Producing Member. D. Nominations: Candidates to the Board of Directors shall be nominated by the nominating committee, appointed by the President. The method of nomination and election shall be determined by the Board of Directors and set forth in the Manual of Operations. E. Meetings: The Board of Directors shall meet immediately following the annual meeting of the members for the purpose of electing the officers of the Corporation. The Directors shall also establish other regular meetings at stated intervals. Special meetings of the Board of Directors shall be held whenever called by the president or upon application in writing of any two Directors. F. Quorum: Five Directors shall constitute a quorum for the transaction of business. G. Resignation: Any Director may resign by written notice to the Board. H. Vacancies: Any vacancy occurring among the officers or Directors shall be filled by the vote of a majority of the remaining members of the Board of Directors, even if less than a quorum. Such Elections shall be for the unexpired term of the vacancy. 1. The Board of Directors shall have the power to declare that the office of the Director, or any office, is vacant and therefore appoint a successor whenever: a) a Director or officer is permanently absent or absent for three consecutive meetings or for such periods of time as to make it impossible to discharge the duties of the Director other officer. The determination of whether a Director's absence makes the discharge of duties impossible shall be in the sole discretion of the Board of Directors taking the matter up at a proper meeting of the Board, which matter shall be resolved by 3/4 vote. b) a Director or officer ceases to be a member. c) a Director or officer fails or refuses or is unable for any reason to discharge the duties of his office and the remaining Directors determine by the three-fourths vote that such cause exists.
ARTICLE SEVEN
OFFICERS Officers: The officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected from the Board of Directors. There shall be no prohibition from the same individual holding both the office of Secretary and the office of Treasurer. Election: The President, Vice-President, Secretary and Treasurer shall be elected from the Board of Directors by the Board of Directors at their first called meeting following the annual meeting of Corporation. Term: Officers shall serve for 1 year terms. Officers shall remain in office and their respective term shall be extended until their respective successor shall be elected and shall take office. Duties: 1. President: The President shall preside at all meetings of the Corporation and shall act as Chief Executive Officer, performing all duties normally performed by such officer. He/she shall prepare an agenda for all meetings of the members and Board of Directors, and shall include in such agenda all matters which he/she anticipates will arise at such meeting, in addition to any matter requested to be included therein by any officer or Governor. The President shall also serve as an ex-officio member of all committees and shall appoint the Chairman and members of all committees not otherwise provided for in these Bylaws or in the Manual of Operation. 2. Vice-President: The Vice-President shall ensure that financial and business aspects of the Corporation, other than record keeping, are properly attended. In the absence of the President, the Vice-President shall preside at meetings of the Corporation and shall perform all duties normally performed by such an officer. He/she shall also serve as ex-officio member of all other committees. 3. Secretary; The Secretary shall keep minutes at all meetings of the membership and Board of Directors. The Secretary shall be responsible for all records of the Corporation, shall keep and maintain the list of members of the Corporation, shall have custody of the Corporate seal, provide all required notices of meetings of the membership and Board of Directors and perform all duties normally performed by such officer. 4. Treasurer: The Treasurer shall keep the financial records of the Corporation and shall be responsible for the disbursements and receipts of all funds. The Treasurer shall recommend budgetary revisions as necessary, prepare monthly operating statements and submit an annual report of the financial condition of the Corporation. ARTICLE EIGHT STAFF The Board of Directors may employ such staff as deemed necessary to carry out the policies and programs of the corporation. Compensation will be determined by actions of the Board of Directors. ARTICLE NINE COMMITTEES A. The President shall designate committee assignments for Directors, determine appropriate sizes and make committee appointments from the general membership as necessary. Committee chairs need not be Directors. B. Each committee shall report at every meeting to the Board. C. Committees of Corporation shall be as follows: 1. PLANNING
2. COMMUNICATIONS
3. EVENTS D. Other Committees shall be appointed from time to time for such purposes as the Board may deem appropriate; additionally, auxiliary groups may be organized to support various areas of operation. ARTICLE 10 CONTRACTS, CHECKS, DEPOSITS AND FUNDS A. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation, in addition to the officers so authorized by the bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. B. Checks and Drafts: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or the Secretary, and counter-signed by the President or the Vice-President of the Corporation. C. Deposits: All funds shall be deposited in such depositories as the Board of Directors may direct, promptly upon the receipt of the same. D. Gifts: The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purposes of or for any special purposes of the Corporation. E. Fiscal Year: The fiscal year of the Corporation shall begin on the first day of JANUARY and end on the last day of DECEMBER each year. ARTICLE ELEVEN AMENDMENTS The Bylaws may be recommended for amendments, new Bylaws recommended for adoption at any time by an affirmative vote of a majority of members of the Board of Directors present and voting at a regular meeting or a special meeting of the Board of Directors called for that purpose, provided that the full text of any proposed amendments shall be made available to all Board members at least ten (10) days prior to such meeting. Proposed amendments may be submitted by the Board of Directors or by a percentage of members of the Corporation as set out in the Manual of Operations. Final adoption of amended, new, or restated Bylaws shall be approved by the majority of members present at the annual meeting or other special meeting called for said purpose. The Board may operate under the recommended Bylaw changes until such time as final vote by the membership is made. ARTICLE TWELVE PARLIAMENTARY AUTHORITY The Board of Directors shall maintain a Manual of Operations. All meetings and/or procedures not specified in these Bylaws or in the Manual of Operations shall be governed by the current edition, of Robert's Rules of Order as applicable to Non-Profit Organizations. | 
