By-Laws

ARTICLE II
PURPOSES

[Article II] Section 1. Main Purpose.

Theatre Historical Society of America, hereafter referred to as the Society, exists to encourage and insure the acquisition, maintenance, preservation and publication of historic documents, photographs, artifacts and other information and publications related to American theatre architecture and history, and to encourage the preservation and use of historic American theatres.

[Article II] Section 2. Definition of Historic Theatre.

The Society generally defines a historic theatre as one which is an architecturally significant structure and worthy of preservation, and/or has played a role in the history of the community where located or in the history of the American theatre, and can be/has been used as a performing arts or movie facility.

[Article II] Section 3. Tax Exempt Status 501(c)3.

The Society shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)3 of the Internal Revenue Code of 1954.

[Article II] Section 4. Objectives.

The objectives of the Society shall be:

a. to serve individuals and organizations interested in the history of theatres in the United States;

b. to consider and deal with common needs of the membership;

c. to disseminate information relative to the interests of the Society;

d. to encourage and promote study of the history of American theatres;

e. to bring about greater recognition of theatre architecture and decoration;

f. to enable its members and friends to meet with people associated with the design, construction, and operation of theatres;

g. to be an advocate and practical resource for the preservation and productive operation of these historic American theatres;

h. to encourage the interaction of experienced and capable personnel to assist historic theatres with common problems of preservation, maintenance, operations and research through the use of its archives;

i. to help identify and document historic American theatres and conduct, support, and/or disseminate research about historic American theatres, increase the general public's awareness and appreciation of all historic American theatres and maintain an archive of all historic American theatres as ongoing work in the archives.

The Society will support the preservation and reuse of historic theatres within guidelines agreed upon by the board of directors.

[Article II] Section 6. Fund Raising.

In furtherance of its purposes, the Society may raise funds from the general public, members, government agencies and others by contribution, grant and matching funds, consistent with applicable provisions of law and the Internal Revenue Code.

ARTICLE III
DEFINITION OF INTEREST

The Society's interest shall include all buildings designed or primarily and regularly used for the exhibition of motion picture or stage presentations and the equipment related to those buildings. All periods of American theatre design and construction shall be considered to have equal historic interest. Topics related to theatre buildings, their equipment and their operation (e.g. architects, stage and equipment designers, decorators, owners, builders, managers and front-of-house and backstage staff) shall be included in the Society's area of historical interest.

Playwrights, performers, producers, motion pictures, musicians, etc., may be of interest only as they relate directly to the physical object of the theatre and shall be considered peripheral to the Society's field of interest.

ARTICLE IV
POWERS

[Article IV] Section 1. Specific Powers.

In furtherance of the purposes and objectives of THS, but not in limitation thereof, the Society shall have the power to:

a. establish and maintain an archive of historical documents, photographs, artifacts, and interpretive studies related to American theatres and solicit donations thereof;

b. encourage and publish historical studies of American theatres;

c. cooperate with local and national organizations devoted to the preservation and restoration of historic theatre architecture.

The organization shall be operated in accordance with the provisions of IRC Section 501(c)3.

[Article IV] Section 3. Local Interest Groups.

The Society shall encourage its members to establish local or regional interest groups. Interested members or groups may only be established with the approval of the Board of Directors. These interest groups will not have chapter status or in any way conflict with the interests of THS.

ARTICLE V
MEMBERSHIP

[Article V] Section 1. Annual Membership.

Membership, renewable annually upon payment of applicable dues to the Society, shall be open to all individuals, groups or organizations interested in the history, design, operation, or preservation of American theatres.

[Article V] Section 2. Voting Rights.

Each member shall be entitled to one vote in the election for a director of the Society in their region and on matters submitted to the general membership by the Board of Directors.

[Article V] Section 3. Definition of Member.

A member is defined as a person, group, or organization current in the payment of dues to the Society.

All rights, privileges, and interest of a member in or to the Society shall cease on termination of membership. Memberships shall not be transferable.

[Article V.] Section 4. Involuntary Termination.

a. The membership of any individual or organization may be terminated, with a refund of the current year's dues, by a 2/3 majority vote of a quorum of the board members at any regular meeting, or at any special meeting called for that purpose, when in their judgment, the best interest of the Society would be served thereby.

b. The vote for termination cannot be done by mail, fax, electronic mail (e-mail) or any means other than at a meeting.

c. The member must be given 30 days written notice of the proposed termination, sent by Registered U.S. Mail, or by any other means with proof of delivery, to the address in the Society's records, notifying them that their membership is being terminated for cause by duly passed motion of the Board, which cause shall be stated.

d. After receiving written notice of termination, the member shall have 15 days to respond in writing, listing any reason why said membership shall not be terminated.

e. The Board shall evaluate within 15 days any response received. If, after evaluation, the Board upholds the termination decision, said termination shall become effective on the date its response letter to the member is mailed, and shall remain in effect unless otherwise rescinded.

ARTICLE VI
FINANCES

[Article VI] Section 1. Sources of Income.

a. Dues.

(1) The Treasurer, with the approval of the Board of Directors, shall establish a scale of annual dues to include regular memberships and other categories of memberships as may be appropriate.

(2) Annual dues shall be payable, and membership renewable, each January 1. Dues paid through September 30 shall apply to the calendar year in which received. Dues that are received on or after October 1 shall apply to the next following calendar year. Former members who rejoin THS shall pay the full amount of dues then applicable.

(3) Payment of dues entitles a member access to all services at established rates and privileges offered by the Society:

(4) Members who fail to pay dues per ARTICLE VI, Section I.a.2 shall be considered as in arrears, and dropped from the Society's rolls. All rights and privileges of membership shall thereafter be forfeited.

b. Additional sources of income include, but are not limited to:

(1) sale of Society publications and materials;

(2) contributions and grants;

(3) income from Conclave/Theatre Tours.

a. There shall be established two categories of bank accounts for deposit of the Society's funds:

(1) General accounts, to cover general expenses of the Society.

(2) Interest bearing accounts, to handle monies over and above those needed to cover current operating expenses.

c. Funds may be transferred between interest bearing accounts and general checking accounts as needed to cover current operating expenses. Signatures of two of the four THS officers shall be required to transfer any funds from said accounts or disburse funds in the normal course of operations of the Society. Signatures of two of the four THS officers or the Executive Director shall be required to transfer any funds from the Headquarters accounts. Only the signature of the Executive Director is required to disperse funds in the normal course of operations of Headquarters in amounts not to exceed a limit set by the Treasurer and approved by the Board of Directors.

[Article VI] Section 3. Review of Records.

a. Frequency. The Society's books and bank accounts shall be made available for review as deemed necessary by a majority of the Board of Directors. Any review conducted hereunder shall be made by an individual or firm designated by the Board.

b. Procedure. A review hereunder shall be conducted in the manner determined by the Board of Directors.

c. Audit. An audit of the financial records of the Treasurer and Executive Director shall be conducted by an audit committee(s) on an annual basis. The audit committee(s) shall be composed of not less than three (3) members appointed by the President from members residing in the region in which the Treasurer and/or Executive Director reside.

If they each reside in different regions, two (2) committees shall be appointed. As a result of either audit the committee(s) can recommend to the board that it engage a Certified Public Accountant to conduct an audit which can be treated as a review. The audit(s) of the preceding year's records must be completed by and made available at the next annual board meeting.

ARTICLE VII
MEMBERSHIP MEETINGS

[Article VII] Section 1. Annual Membership Meeting.

a. The Society shall hold its annual membership meeting at a place and time designated by the President, concomitant with the Society's annual Conclave/Theatre tour if one is held during the calendar year. In the event there is no Conclave/Theatre Tour, an annual membership meeting shall be held during the calendar year at a time and place designated by the board of directors. All members may attend the annual meeting regardless of being registered for the Conclave.

b. Notice of the date, time and location, as well as a proposed agenda of items to be discussed, shall be prepared by the Secretary and distributed to all members prior to the scheduled meeting date. Agenda items are subject to addition, deletion, or change without further notice.

c. The meeting agenda shall include, but is not limited to, a report by the President and Treasurer, reports of Chairs of Committees, and in odd-numbered years, an announcement of the results of the elections of directors and officers.

[Article VII] Section 2. Notice of Meeting.

Notice of the annual membership meeting shall be sent to all current members at least thirty days prior to the scheduled meeting date.

[Article VII] Section 3. Robert's Rules of Order.

When not in conflict with specific provisions of these by-laws, Robert's Rules of Order, Revised shall govern conduct of all meetings.

[Article VII] Section 4. Minutes.

Minutes of the Annual Membership Meeting shall be made available upon request to any member within forty-five (45) days following the meeting. These minutes are subject to approval by the membership at the next membership meeting.

[Article VII] Section 5. Voting.

Each member present shall be entitled to one vote on any question submitted for vote by the Board of Directors. Questions submitted for vote shall be decided by a majority of those present and voting. No proxy voting is authorized at the Annual Membership Meeting.

ARTICLE VIII
BOARD OF DIRECTORS

[Article VIII] Section 1. General Powers and Duties.

a. The property, business and affairs of the Society shall be managed by its Board of Directors, and the Board of Directors may exercise all such powers of the Society not prohibited by law, or by the Articles of Incorporation or by these By-Laws directed or required to be exercised by the member. Any action not covered by law, the Articles of Incorporation or these by-laws shall be governed by Robert's Rules of Order, Revised.

Each regional director must prepare a written report of their activities for presentation at the board's annual and winter (if held) meetings, and any other meeting, whether the director has been re-elected or not and whether the director is in attendance.

b. The Board of Directors has the authority and may exercise the authority to select and employ an Executive Director or other employees as necessary to perform such duties as the Board of Directors requires. The duties of all employees shall be outlined in position description established for each employee.

[Article VIII] Section 2. Members.

The Board of Directors shall consist of not less than nine (9) regional directors and its ex-officio members as defined in Section 5 of this ARTICLE and ARTICLE IX. A regional director cannot be an officer concurrently.

[Article VIII] Section 3. Regional Directors Duties and Responsibilities.

a. The primary responsibility of the Regional Director is to formulate policy, assist in planning and oversee and measure the effectiveness of the Society's programs and operations. In addition, to promote in their region interest in theatres and theatre history by encouraging by example the publishing of articles of interest in the local and regional press, conducting seminars and slide shows of historic theatres, encouraging individuals, libraries and newspapers to donate to the THS archive information and artifacts dealing with theatres and theatre operators and promoting membership in THS.

b. When a Conclave is being held in a Regional Director's region, it is that Regional Director's responsibility to coordinate the planning at the regional level as designated by the Conclave Committee. In the event the planned conclave host committee is chaired by the director of the region in which the conclave is to be held the Vice President or a designated member of the conclave committee may provide the necessary oversight.

[Article VIII] Section 4. Regions.

a. Any state or metropolitan area with fifty or more members can elect one member of the Board. As a matter of convenience, states or areas having less than 50 members may be annexed to adjoining areas until they attain the minimum regional membership and petition the Board of Directors for independent regional existence.

(1) To form any new region, any member of that proposed region must make such a request to the Board in writing. Upon verification by the Secretary that there are 50 members within that proposed region, the Board of Directors shall approve the new region by a simple majority vote of a quorum of the voting Board Members holding office. If this takes place within the first year after the election of regional directors, a director shall be elected per ARTICLE VIII, Section 9. If this takes place during the second year following the election of regional directors, the normal election process will be used to select the new regional director. Under no circumstances can the formation of a new region bring the membership of any existing region below 50 members.

(2) Separate regions, once established shall not be decertified unless their membership falls below 25 members. If this occurs they shall be annexed to the adjoining region with the lowest membership and the decertified region is no longer entitled to elect a member to the board.

(3) For each region newly certified, there shall be a concomitant increase of one in the number of Directors.

b. The following regions have been established and defined as indicated:

(1) West: Alaska, Arizona, California (except those counties in the Southern California region), Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming.

(2) Southern California: Counties of Imperial, Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, and Ventura.

(3) Midwest: Illinois (except those counties in the Chicago Metropolitan region), Indiana (except Lake County), Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin;

(4) Chicago Metropolitan: Counties of Cook, DuPage, Kane, Kendall, Lake, McHenry, and Will in Illinois, and Lake in Indiana;

(5) South: Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas;

(6) Mid-Atlantic: Delaware, District of Columbia, Kentucky, Maryland, New Jersey (except those counties in the New York City Metropolitan region), Pennsylvania, Virginia, West Virginia;

(7) Northeast: Connecticut (except Fairfield County), New Hampshire, New York (except those counties in the New York City Metropolitan region), Maine, Massachusetts, Rhode Island, Vermont;

(8) New York City Metropolitan: Counties of Bronx, Kings, Nassau, New York, Queens, Putnam, Richmond, Rockland, Suffolk, and Westchester in New York; Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, and Union in New Jersey; Fairfield in Connecticut;

(9) International: All members whose permanent residence is outside of the United States of America;

[Article VIII] Section 5. Members Ex-officio.

a. Members of the Executive Committee, as defined in Article IX, shall serve as members of the Board of Directors ex-officio, with all rights and privileges thereof, including full voting rights except under ARTICLE IX, Section 4.a. Said members shall include the President, Vice President, Secretary and Treasurer.

b. Other directors shall be appointed by the Executive Committee and approved by the Board of Directors. There will be at least three directors that will include, but not necessarily be limited to, Executive Director, Publications Director and Archives (Collections) Director. The appointed directors will serve ex-officio with all rights and privileges thereof, except they will not vote for the election of officers.

c. Executive Director, Publications Director and Archive (Collections) Director.

(1) The Executive Director shall be responsible for keeping financial records of all headquarters transactions and for depositing all funds directed to headquarters to the headquarters bank account and transmitting to the Treasurer and President on a quarterly basis, copies of these records; acknowledging in writing all donations to the Society; responding to all calls and inquiries made to headquarters; mailing publications, notices and reports; promoting the Society; providing technical assistance with respect to Society matters to members and the public; assisting individuals through research projects; processing correspondence; maintaining membership records; maintaining adequate storage space; presenting a written report of headquarters activity at the Board of Directors meetings; and managing of Headquarters in general or as directed by the Board of Directors. The Executive Director shall hold no other office in the Society. The Executive Director serves at the pleasure of the Board of Directors and may be an employee of the Society.

(2) The Publications Director shall be responsible for editing, producing, mailing and cataloging of Marquee, the quarterly journal of the Society, the Society's newsletters, and such other publications as may be undertaken by THS. The Publications Director must present a written report of activities and accomplishments at the Board of Directors meetings. The Publications Director shall hold no other office in the Society but can chair the Publications Committee.

(3) The Archive (Collections) Director shall be responsible for cataloging and indexing the various holdings of the Society that are maintained within the Archive; guiding individuals through research projects; establish and maintain procedures for safeguarding the various collections; presenting a written report of Archive activity at the Board of Directors meetings; and managing the operation of the Archive in general. The Archive Director, with the approval of the Archive Committee, may make a purchase or acquisition for the benefit of Society up to, but not exceeding, $1,000.00. With the approval of the Archive Committee the director may also deaccession items that are of limited interest or where the Society has duplicates. The Archive Director shall hold no other office in the Society but can chair the Archive committee.

a. Regional directors shall serve terms of two years commencing with the Board of Directors meeting following their election and terminating prior to the Board of Directors meeting two years later.

b. Executive Director, Publications Director and the Archive Director shall serve at the pleasure of the Board and are not subject to the requirements of Article IX Sections 4a. and 4b. but are subject to Article VIII, Section 11.

[Article VIII] Section 7. Election of Regional Directors.

Regional Directors shall be elected from the membership and by the membership residing in the same region as defined in this ARTICLE, Section 4.b.1-10, as follows:

a. At the membership meeting held in even-numbered years, the President shall appoint an ad hoc nominating committee composed of a Chairperson and two members of the Society.

b. Not later than January 31st of the election year, the Committee shall solicit nominations from the membership. A nominee must have been a member for a minimum of two previous consecutive years. Each member can only nominate one person who must reside in the same region in which the nominee resides. Self nominations are encouraged.

c. Results shall be tabulated by the Committee, who shall then:

(1) Verify with headquarters that the nominee is a member.

(2) After verification, the committee shall contact the persons who have been nominated to secure their consent for inclusion on the final ballot. Every effort shall be made to have two persons named for each directorship sought. Where only one person is nominated (or one consents), the final ballot shall contain a write-in space for that particular directorship in addition to the single nominee's name. If no person is nominated for a regional directorship, or if no consent is obtained, there shall be no write-in space and that directorship shall be filled by a recommendation of the president from among members residing in the region and approved by the Board of Directors by majority vote. The vote will be taken per ARTICLE VIII, Section 9.

d. A final ballot shall be prepared by the Committee and distributed no later than March 15, enclosed with Marquee or separately (if no issue is mailed by that date). A return to the Secretary with a deadline of no later than April 15 shall be indicated.

e. Timely responses to the final ballot shall be tabulated by the Secretary, who shall report the results to the Board of Directors and to the successful nominees no later than May 1.

f. The new Board shall be installed at the opening of the next Annual Board of Directors meeting.

a. An annual meeting of the Board members of the Society shall be held at and during the Conclave. The annual meeting shall always precede the membership meeting. Additional Board meetings may be scheduled as decided by the Board of Directors.

b. Notice of the Board meeting, together with an agenda of action items, shall be distributed by the Secretary to each member of the Board not less than fifteen (15) days before the scheduled meeting.

c. A simple majority of total voting board members shall constitute a quorum for the transaction of business. In the absence of the President or the Vice President, the quorum present shall designate a Chairperson for that meeting. If no quorum is present, a lesser number may adjourn the meeting to a later date or time.

d. The meeting of the Board shall be open to attendance of members who are neither directors, officers, nor invitees of the Board. By majority vote, the Board may deem the meeting to be held in executive session and thereby closed to attendance of members who are neither directors, officers nor invitees of the Board.

e. If any member of the Board absents him/herself unreasonably for two consecutive meetings without sending a communication to the Secretary stating the reason for so doing and, if the reason proffered should be unacceptable to the Board, that seat may be declared vacant by majority vote and a special election called by the President to fill the vacancy, per ARTICLE VIII, Section 9.

f. If there is a tie vote, the board members will cast lots to determine who doesn't vote and a new vote will be taken.

[Article VIII] Section 9. Vacancies.

a. If a vacancy occurs on the Board by death, resignation or otherwise, it shall be filled without undue delay by a majority vote of the remaining Board members based on a recommendation by the President. The election shall be conducted by mail within forty-five (45) days after occurrence of that vacancy. The person so elected shall complete the unexpired term of the former director and be a member from the same region.

b. In the event a vacancy occurs of either the Executive Director, Publication Director or the Archive Director, to maintain continuity the President may make an interim appointment and appoint a committee to conduct a search for a permanent replacement. The committee will make its recommendations to the board within sixty (60) days. The board will vote on the recommendation. If the board approves the recommendation, the interim appointment is ended. If the board doesn't approve it, the selection process is repeated.

[Article VIII] Section 10. Duties.

The Board of Directors shall:

a. hold meetings at such times and places it deems necessary and proper;

b. appoint committees on particular subjects;

c. review budgets and financial reports;

d. encourage correspondence and communication with other organizations interested in theatre history, architecture, preservation, etc.;

e. authorize expenditure of Society funds in accordance with the lawful purposes of THS and provisions of these by-laws;

f. devise and execute such other measures it deems expedient and proper to promote the objectives of THS and to protect the interests and welfare of its members;

g. periodically contribute material on regional theatre news to the Publications Director for inclusion in the Society's journal; and

h. elect the officers of the Society by a simple majority of a quorum of the regional directors at its annual meeting held in odd-years. Ex-officio members of the board may not vote for the election of the officers.

a. Any one or more of the board members of the Society and/or agent elected/appointed by the board may be removed by a 2/3 majority of a quorum of the board members at any regular meeting, or at any special meeting, called for that purpose, whenever in their judgment, the best interest of the Society would be served thereby. The member must be given 30 day written notice of the proposed removal. The vote for removal cannot be done by mail, fax, electronic mail (e-mail) or any means other than an actual meeting.

b. Any one or more of the board members of the Society and/or agent elected/appointed by the board is removed if they are not a member as defined in ARTICLE V and ARTICLE VI, Section 1.a.2 and 1.a.4.

[Article VIII] Section 12. Quorum.

A simple majority of the total number of voting board members holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

[Article VIII] Section 13. Expenses.

No board member of the Society will be reimbursed for travel and living expenses in connection with the duties of their office unless approved by the Board of Directors. Such approval when possible should be approved in advance. Also refer to ARTICLE XII, Section 2.

[Article VIII] Section 14. Conflict of Interest.

Directors of the Society owe a duty to the Society to take no advantage of their position for financial gain in derogation of the Society.

[Article VIII] Section 15. Mail Vote.

In order to conduct the on-going business of the Society any member of the Board of Directors may request a mail vote, except when prohibited by these bylaws, by:

a. Making a written motion with a written second from another board to the Secretary of the Society. Included with the motion must be an explanation of the reason for the motion.

b. Within fourteen (14) days of receiving any second and explanation, the Secretary will distribute all material including a ballot to all members of the Board of Directors.

c. Board members must respond to the Secretary within 30 days or as directed in the material supplied by the Secretary.

d. The Secretary will verify:

(1) a quorum of the board has responded;

(2) how the majority has responded.

e. The Secretary will inform all board members in writing within five (5) days of the results of the vote.

f. The results of any mail vote taken prior to the Annual Board Meeting will be included in the minutes of the next Board Meeting.

g. All material having to do with each mail vote will be retained by the Secretary and made available at the next Board of Directors Meeting after which it will be destroyed.

h. For the purposes of this section, voting by mail shall include the use of electronic mail (e-mail) and facsimile (fax), with procedures as approved by the Board of Directors.

[Article IX] Section 1. Members.

a. There shall be an Executive Committee of the Society, composed of the Officers of the Society. Members of the Executive Committee shall serve as members of the Board of Directors, ex-officio, as set forth in ARTICLE VIII, Section 5.

b. The Publications Director and Archive Director shall be members of the Executive Committee. The provisions of ARTICLE VIII, Sections 6.b. and 9.b. apply.

[Article IX] Section 2. Duties.

The Executive Committee shall deal with routine issues that arise between Board of Directors meetings. All actions taken by the Executive Committee must be in conformance with the Society's bylaws and practices. Such actions must be communicated to all Board members no later than 10 days after the action, and included in the minutes of the next board meeting.

[Article IX] Section 3. Officers

The Officers of the Society shall be the President, Vice President, Secretary and Treasurer. An officer cannot be a regional director, Executive Director, Archive Director or Publication Director concurrently.

The Officers duties are as follows:

a. President. The administration of the Society is hereby vested in the President, who shall be Chief Executive Officer and Chairman of the Board of Directors. The President shall attend and preside at all meetings of the Society and the Board, and shall be a non-voting member of all committees ex-officio (except the Executive and Nominations Committee). The President shall present a written report of activities and accomplishments to the Board of Directors at the board meetings and a report to the membership at its annual meeting. He/she shall also communicate to the membership or the Board on such matters and make such suggestions as may tend to promote the prosperity and welfare of the Society, and shall perform such other duties that are necessarily incidental to the office of the President.

b. Vice President. In the case of death, absence, or disability of the President, the Vice President shall perform all the duties, and assume all the powers of the President until such time as the President may resume that position. The Vice President shall present a written report of activities and accomplishments to the Board of Directors at the board meetings and a report to the membership at its annual meeting. The Vice President shall oversee the organization and activities of the annual Conclave. The Vice President will serve as the Conclave Committee Chair.

c. Secretary. The Secretary of the Society is responsible for keeping or causing to be kept, in one or more books provided for that , the minutes of meetings of the Members, Board and committees; ensuring that all notices are duly given as required by law or these by-laws; being the custodian of the records (except financial and archive) of THS reviewing the report of the Nominations Committee and tallying and certifying to the Board the results thereof; and performing all duties incident to the office of Secretary as may from time to time be designated by the Board or President.

d. Treasurer. The Treasurer shall be the chief financial officer of the Society and shall exercise general supervision over the receipt, custody and disbursement of the Society's funds. In addition, the Treasurer shall present a written financial report to the Board of Directors at each meeting and a report to the membership at its annual meeting; and perform all duties incidental to the office of Treasurer, and such other duties as may, from time to time, be delegated by the President or the Board. No bond shall be required of the Treasurer for the faithful performance of his duties hereunder.

a. Members of the Executive Committee shall serve two year terms concomitant with the term of directors. Selection of officers shall be the first order of new business of each incoming Board of Directors at its first Annual meeting. Officers shall be elected by a simple majority vote of a quorum of the Regional Directors. The election shall be by a secret ballot prepared by the Secretary listing the qualified candidates per Section 4.b of this ARTICLE. After the election results have been attested to by the Secretary, the new officers shall be seated and the former officers shall have completed their term.

b. Selection. Any member of the Society may request consideration for election by the Board to a designated officer's position by being a member for a minimum of two consecutive previous years, and filing a written notice with the Secretary no later than April 15 of each odd-numbered year. No later than June 1, the Secretary shall notify each member of the Board of Directors and each member-elect, of the names of candidates for the officer positions. Incumbent officers are subject to filing requirements in the same manner as non-incumbents. Each member of the Society may make one nomination including a self-nomination.

[Article IX] Section 5. Vacancies.

If a vacancy occurs in the Executive Committee by death, resignation or otherwise, it shall be filled without undue delay by a member recommended by the President and confirmed by a majority vote of the remaining Regional Directors. The election shall be conducted by mail within thirty (30) days after occurrence of that vacancy. The person so elected shall complete the unexpired term of the former member of the Executive Committee.

ARTICLE X
COMMITTEES

[Article X] Section 1. General Provisions.

Committees shall be standing or special. A standing committee is one whose functions are determined by continuous need. The function and duration of a special committee shall be determined by its specific assignment, stated in its delegation of authority. Standing committees shall be: Archive, Audit, Awards, Conclave, Executive, Finance, Nominations, Publications, and Weiss Awards.

[Article X] Section 2. Composition.

Each committee (except the Executive Committee) shall be composed of at least three members of THS, appointed by the President. The President shall serve as a non-voting member of each committee, except the Executive Committee (for which he/she shall be a voting member), and Nominations Committee. Officers and directors may serve on one or more committees.

[Article X] Section 3. Chairperson.

The Chair of each committee, standing or special (except the Executive Committee) shall be appointed by the president after the election of officers every two years.

ARTICLE XI
ELIGIBILITY

With the exception of the Executive Director, a person must be a member per ARTICLE V and ARTICLE VI.a.2. and VI.a.4. to serve in any position whether elected or appointed within the Society.

ARTICLE XII
LIABILITIES

[Article XII] Section 1. Business/Not for Profit.

Nothing in these by-laws shall constitute members of the Society as being associated together for business purposes or for gain. This Society is not intended as a profit-making organization, nor is it founded with the intention of making a profit, although some of its activities may be reflected in a pecuniary advantage to its members. THS shall use its funds only for the lawful purposes and objectives specified in these by-laws.

[Article XII] Section 2. Debts and/or Compensation.

The members shall not be liable for the debts or obligations of the Society. Except for employees, no member shall receive any compensation for services rendered to the Society, but a member may be reimbursed for expenses reasonably incurred on behalf of the Society if approved by the Board of Directors in advance.

ARTICLE XIII
CONCLAVES

[Article XIII] Section 1. General Provisions.

There shall be an annual convention of the Society to be called a Conclave/Theatre Tour, where persons who have paid fees designated by the Society shall have the opportunity to tour theatre buildings, meet for seminars and discussions, and attend the Society's annual membership meeting (which shall be held during the Conclave period.) Any member is entitled to attend the annual Membership meeting whether registered for the Conclave or not.

[Article XIII] Section 2. Conclave Committee.

The President shall appoint a standing Conclave Committee chaired by the Vice President, whose function shall be to:

a. Prepare and revise as necessary a set of Conclave Procedures;

b. Solicit and work with representative groups to be known as Host Conclave Committees to prepare at least one primary and one secondary conclave site to be held two years hence;

c. Report its recommendations to the Board of Directors at its annual meeting. The Board shall review those recommendations and designate a first and alternate choice for the Conclave/Theatre Tour to be held two years hence.

[Article XIII] Section 3. Planning.

a. By a date determined by the Board of Directors following the selection, the Host Conclave committee shall submit to the Board a written status report to include proposed dates, places of accommodation, and theatres available for visiting. The appropriate regional Director shall be copied on all relevant correspondence and be a member of the Host Conclave committee.

b. The Board shall review the report and shall notify the Host Conclave Committee of acceptability or need for modification, within 10 days of a decision by the Board.

[Article XIII] Section 4. Obligations and Financial Records.

a. The Society is responsible for payment of all expenses or obligations incurred in connection with a Conclave.

b. Detailed financial records as outlined in the Conclave Procedures must be kept separately for each Conclave/Theatre Tour.

c. The Treasurer will establish the guidelines for the recording of revenue and disbursements to be included in the Conclave Procedures.

ARTICLE XIV
PUBLICATIONS AND ARCHIVES

[Article XIV] Section 1. Publications.

a. Journal. The Society shall publish a quarterly journal, Marquee, to consist of high level, scholarly articles on all areas of the Society's interest, accompanied by high quality reproductions of graphic and pictorial material associated with the Society's area of interest. Marquee shall be distributed to all members of THS as a member benefit and sold to others at an appropriate price.

b. Annual. The Society may publish an annual publication of more elaborate size and format than that of Marquee, to be devoted to one major topic of interest to the Society. The Annual shall be distributed to all members as a member benefit, and sold to others at an appropriate price.

c. Special Publications. The Society may publish or assist in the publication of other materials of interest to the Society, or other publications that would further its objectives.

[Article XIV] Section 2. Archives.

The Society shall establish and maintain an archive of primary and secondary source materials, including original construction plans, architect's designs, photographs, early descriptions and other written materials, reminiscences of persons connected with the development of theatre design in America, written interpretations and historic studies of American theatres and any other related material that may be available and appropriate.

The Archive shall actively seek material to expand and improve its collection through purchase or donation. Donations of documents, artifacts, or funds for the procurement of such materials shall be accepted by the Society. The Archive shall be operated to achieve the goals of the Society, most specifically ARTICLE II and III.

THS shall preserve and protect these archival materials and make them available for research use by members of the Society and to others. Every endeavor shall be made to operate the Archive so it is self-supporting. The Archive may be visited by any member free of charge during normal operating hours or by making prior arrangements with the Archive Director or Executive Director. Any member or visitor using the Archive for research or requesting the Archive to do research must pay in advance from the schedule of charges approved by the board.

ARTICLE XV
AMENDMENTS

These by-laws may be altered, amended or repealed and new or other by-laws may be recommended at any regular meeting of the Board of Directors, or at any special meeting called for that purpose, by an affirmative vote of a majority of the Board members in office.

Notice of proposed changes in the by-laws shall be mailed by or at the direction of the Secretary to each Board member, addressed to them at their address in the Society's records, or sent to them by electronic mail (e-mail), at least ten days before the date of the meeting at which the proposed changes are scheduled to be presented. Approval of these recommended changes shall be by a simple majority of all Board members.

A copy of the approved changes shall then be made available to all Society members for ratification, with a response date not more than 30 days from the original mailing. A simple majority of those responding shall constitute approval.

ARTICLE XVI
FISCAL YEAR

The fiscal year of the Society shall be as determined by the Board of Directors, upon recommendation of the Treasurer.

ARTICLE XVII
PROPERTY AND INVESTMENTS

[Article XVII] Section 1. Property.

All property, whether real, personal or mixed, received by the Society by bequest, devise, gift, grant or otherwise shall be held by the Society or disposed of by it on such terms and conditions, not inconsistent with the Articles of Incorporation or the terms, if any, of any bequest, devise, grant or other instrument, as the Directors shall determine.

[Article XVII] Section 2. Investments.

Unless otherwise specified by the terms of a particular gift, bequest or devise, grant or other instrument, the funds of the Society may be invested, from time to time, in such manner as the members of the board may deem advantageous without regard to restrictions applicable to trustees of trust funds, provided, however:

a. The Society shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

b. The Society shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent relevant Federal tax laws.

ARTICLE XVIII
DISSOLUTION

[Article XVIII] Section 1. Ballot to Dissolve.

Upon recommendation of a majority of the members of the Board of Directors for the dissolution of the Society, a ballot so stating the recommendations for the dissolution of the Society shall be mailed to all members of the Society. The response date must be postmarked not more than 30 days from the original mailing date. The Secretary will tabulate the votes.

[Article XVIII] Section 2. Vote to Dissolve.

Upon a vote of the majority of the members of the Society to dissolve the Society, the Board of Directors shall take the necessary steps to effectuate the actual dissolution.

[Article XVIII] Section 3. Disposition of Assets.

In the event of dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Society, dispose of all assets of the Society exclusively for the purposes of the Society in such manner, or to such organization(s) organized and operated exclusively for purposes indicated in ARTICLE II hereof, as shall at the time qualify as an exempt organization(s) under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed of, shall be disposed by court order in a court of appropriate venue, considering the location of the Society and its assets, and jurisdiction over such matters. The court shall distribute the assets exclusively for purposes as described in ARTICLE II hereof, and to such organization(s) which are organized and operated for such purposes, as the court shall determine.

[Article XVIII] Section 4. Entitlement to Assets.

In either case, no member, director, or officer of the Society or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Society.

ARTICLE XIX
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Any person made or threatened with being made a party to any action, suit or proceeding (civil, criminal or administrative) by reason of the fact that he/she is or was a director, officer or employee of the Society or of any organization which he/she served in any such capacity at the request of the Society shall be indemnified by the Society against judgments, fines and other liabilities (including amounts paid in settlement) sustained as a result of, and investigation, defense or the compromise or settlement of any such action, suit or proceeding or threat thereof, provided however that:

a. In the event of final adjudication of such action, suit or proceeding, such person shall not be indemnified hereunder with respect to any matter as to which he/she shall be adjudged liable for material negligence or material misconduct in the performance of his/her duties to the Society.

b. In the event that such action, suit or proceeding or threat thereof, is compromised or settled before final adjudication thereof, such person shall not be indemnified hereunder unless it shall be determined that he/she acted without material negligence and that his/her action did not constitute material misconduct in the performance of his/her duties to the Society.

c. In connection with the defense of a judicial proceeding, under Chapter 42 of the Internal Revenue Code of 1954, such person shall not under any circumstances be indemnified for taxes, penalties or expenses of correction and further shall not be indemnified for other expenses in connection with such judicial proceedings unless:

(1) such other expenses are reasonably incurred by him/her in connection with such proceeding;

(2) such person is successful in such defense, or such proceeding is terminated by settlement and he/she has not acted willfully or without reasonable cause with to the act or failure to act which led to liability for tax under said Chapter 42.

d. A judgment or conviction in a criminal action, suit or proceeding or termination of such proceeding by a plea of nolo contendere or its equivalent shall not be deemed an adjudication that the director, officer or employee is liable for negligence or misconduct in the performance of his/her duties to the Society if it shall be determined that the action complained of on the part of the director, officer or employee was taken in good faith in what he/she considered to be the best interests of the Society and on the reasonable assumption of its legality.

e. As used in this by-law, the words "it shall be determined" mean that the matter in question shall be determined either (i) by a court order, or (ii) by a majority of those directors who are not parties to the suit, action or proceeding in which the matter is involved, or (iii) by independent counsel selected by (x) a majority of the directors who are not such parties, or (y) a majority of disinterested members of the Society or (z) a judge of the U.S. District Court located in Washington, D.C.

f. The foregoing rights of indemnification shall not be exclusive of any other rights which any director, officer or employee may have as a matter of law. The foregoing rights of indemnification shall, in the case of the death of a director, officer or employee, inure to the benefit of his/her successors.

g. Notwithstanding the foregoing, the Society shall not indemnify any director, officer, or employee of the Society if such indemnification shall constitute an act of self-dealing under Section 4941 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal law.

The date of all written notices shall be that of the postmark affixed by the post office or the written date of pickup from the sender by a bona fide express company or messenger service or the date printed by the facsimile machine of the receiver or appearing on any electronic mail (e-mail) message.

ARTICLE XXI
INCORPORATION AND RECORDING

[Article XXI] Section 1. Incorporation.

The Certificate of Incorporation and the original Articles of Incorporation of the Theatre Historical Society of America were filed January 16, 1972 with the Government of the District of Columbia, Department of Consumer and Regulatory Affairs, Business Regulation Administration.

The Society is qualified to conduct business in the State of Illinois where its headquarters is located.

[Article XXI] Section 2. Recording.

All revisions in the by-laws must, after adoption per ARTICLE XV, be forwarded to all applicable government entities for recording.

AMENDMENT LOG

Board actions January 13-14, 2007 and June 19, 2007; ratified November 15, 2007.

Article VIII, Section 4.b. Regions.

ACTION: Dissolves the Northwest region and incorporates the states of Alaska, Idaho, Montana, Oregon, Washington, and Wyoming into the West region, and the states of North Dakota and South Dakota into the Midwest region. The Southwest region is renamed the West region; and the Mideast region is renamed the Mid-Atlantic region.

Article VIII, Section 4.b.5. Chicago Metropolitan region.
ACTION: Defines the Chicago Metropolitan region as consisting of counties of Cook, DuPage, Kane, Kendall, Lake, McHenry, and Will in Illinois, and Lake in Indiana.

Article VIII, Section 4.b.9. New York City Metropolitan region.
ACTION: Defines the New York City Metropolitan region as consisting of counties of Bronx, Kings, Nassau, New York, Queens, Putnam, Richmond, Rockland, Suffolk, and Westchester in New York; Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, and Union in New Jersey; and Fairfield in Connecticut.

Article VIII, Section 5.c.3. Archive Director.
ACTION: Allows the Archive Director to also chair Archive Committee.

Article VIII, Section 7.c.2. Election of Regional Directors.
ACTION: Provides that if no person is nominated for a regional directorship, or if no consent is obtained, there shall be no write-in space [on the ballot] and that the directorship shall be filled by a recommendation of the president from among members residing in the region and approved by the Board of Directors by majority vote.

Board action March and July, 2003; ratified December 18, 2003:

Article VIII, Section 4.b.(2) and (3). Regions.
ACTION: Renamed and expanded the Los Angeles Metropolitan area to become the Southern California region, to include the counties of Imperial, Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara and Ventura.

Article V. Membership.
ACTION: Added a provision allowing for termination of a member of the Society for cause.

Article VIII. Section 15. Mail Vote.
ACTION: Added a sub-section providing that votes by mail shall include the use of electronic mail (e-mail).