BYLAWS OF TEXAS EDUCATIONAL THEATRE ASSOCIATION, INC.

ARTICLE I

NAME

The name of this corporation is Texas Educational Theatre Association, Inc. (the “Corporation”).

ARTICLE II

OFFICES

Section 1. Principal Executive Office.

The principal executive office of the Corporation shall be established from time to time by the Board of Directors, which shall have full power and authority to the principal executive office and address for all formal notices from one location to another.

Section 2. Other Offices.

Other business offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE III

PURPOSES AND POWERS

Section 1. Purposes. The objectives of the Corporation shall be the following:

(a) To promote the development and continuation of high quality theatre programs in Texas schools, colleges, and universities.

(b) To cooperate with appropriate agencies in obtaining further recognition of theatre as an essential art and an invaluable part of the curriculum in Texas educational institutions.

(c) To encourage the development of qualified theatre programs at all levels to include employment of qualified theatre teachers and the establishment of dynamic departments with administrative support for the development of high standards in curricula and productions.

(d) To nurture and develop future theatre artisans, including playwrights, directors, actors, dramaturgs, theorists, designers, technicians, critics, historians, teachers, and administrators.

(e) To exchange theories and practices about producing plays, organizing theatre departments and curricula, and constructing efficient theatre buildings.

(f) To promote the appreciation and importance of quality theatre in celebrating cultural heritages.

(g) To undertake such other activities as determined by the Board of Directors which further the mission of the Corporation, subject to the terms of the Articles of Incorporation and these Bylaws.

Section 2. Powers.

In furtherance of the purposes hereinabove set forth, the Corporation shall have and shall exercise, subject to any limitations contained in its Articles of Incorporation, these Bylaws or applicable law, all powers of a natural person and all other rights, powers and privileges now or hereafter belonging to, or conferred upon, corporations organized under the provisions of the Texas Business Organizations Code.

Section 3. Dedication of Assets.

The Corporation is organized and shall be operated exclusively for educational, scientific and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The property, assets, profits and net income of the Corporation are irrevocably dedicated to said scientific, charitable and educational purposes and no part of the profits or net income of the Corporation shall ever inure to the benefit of any trustee, officer, or to any individual. Upon the dissolution or winding up of the Corporation, the assets remaining after payment of, or provision for payment of, all its debts and liabilities, to the extent not inconsistent with the terms of any endowment, devise, bequest, gift or donation, shall be distributed to an organization which is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law) or to the federal government or to a state or local government.

Section 4. Limitations on Powers.

(a) Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on:

(i) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law); or

(ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law).

(b) No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the Corporation participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for political office.

Section 5. Operations Manual.

The Corporation shall maintain a Manual of Operations (“Operations Manual”) in which policies and procedures for the day to day operation of the Corporation shall be contained, including policies on Membership, Accreditation of Institutional Members, organization of the Sections and conduct of Conventions. The Operations Manual shall be reviewed by the Board of Directors no less frequently than biennially and revised to meet the needs of the Corporation. The Secretary/Historian shall keep the Operations Manual in permanent written form, properly indexed, as part of the permanent records of the Corporation. In the event of any inconsistency between the Operations Manual and either the Articles of Incorporation or these Bylaws, the latter shall govern.

Article iv

Membership

Section 1. Classes Of Members.

The Corporation shall have the following classes of Members:

(a) Individual Members, who may be any individuals interested in educational theatre and who are ineligible to be a Student Member.

(b) Student Members, who may be any students interested in theatre and who are enrolled in high schools, colleges, or universities within the State of Texas.

(c) Institutional Members, which shall be those Texas secondary school, college, university Theatre departments, and accredited independent theatre schools (AITS) which have met and continue to meet the minimum criteria as set forth in the Operations Manual. Institutional Members shall adhere to the Corporation’s “Official Policy on Institutional Membership Representation” at the Annual Convention. Each Institutional Member shall be entitled to designate one representative, who is an Individual Member in good standing, for whom annual membership dues shall be waived during the individual’s tenure.

(d) Honorary or Emeritus Members, who are those individuals on whom the Board of Directors has conferred Membership based on acknowledged service or eminence in the area of theatre education.

(e) Life Members, who are Individual Members who have met the criteria for Life Membership set for the in the Operations Manual.

Section 2. Rights of Members.

All Members shall be entitled to attend the Annual Meeting, as defined in Section 3 of this Article IV, and shall receive regular communications, including Texas Theatre Notes, intended for Members. Individual Members and Life Members shall be entitled to vote on any matters coming before an Annual Meeting on which a vote of the Members is required by these Bylaws. Members must remain in good standing as defined in the Operations Manual to have the rights set forth in this Section.

Section 3. Annual Meetings of Members.

A meeting of the Members (the “Annual Meeting”) shall be held at each Annual Convention of the Corporation, or as otherwise called by the Board of Directors. Notice of the Annual Meeting shall be provided to the Members through publication in Texas Theatre Notes, or otherwise as determined by the Board of Directors, at least thirty (30) days prior to the Annual Meeting.

Section 4. Sections.

(a) The Corporation shall have two special Sections of the Members: (i) the Kindergarten-12^th Grade Section (“K-12 Section”), of which all Individual or Life Members who are affiliated with an elementary, middle or high school shall belong and (ii) the College and University Section (“CU Section”), of which all Individual or Life Members who are affiliated with a Junior College, College or University shall belong. The Sections shall be responsible for proposing and organizing programs, workshops and meetings to address the interests of their members, in coordination with the Board of Directors and designating the individuals to serve as Vice-Presidents and Vice Presidents Elect of the Sections on the Board of Directors and Board of Governors, respectively. The Sections may convene meetings of Section Members at the Corporation’s Conventions or at other times as permitted by the Board of Directors.

(b) The Sections shall create interest groups within their membership, which shall reflect the diversity of their membership. Each Section will be governed by such officers and committees as the Members within the Section may determine from time to time. All matters relating to the organization or governance of Sections shall be set forth in the Operations Manual.

Section 5. Additional Classes of Members and Sections.

The Board of Directors shall have the power to create additional classes of Members or new Sections by amendment of these Bylaws and prescribe the rights, privileges and obligations of any such members or the membership of any new Sections. Any such amendment of this Article IV, Section 5 shall be effective when approved by the Members at an Annual Meeting of the Membership.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Duties and Powers.

(a) The Board of Directors shall be the governing body of the Corporation. The Board of Directors shall manage the activities and affairs of the Corporation and have the full authority to act thereon, except as limited by law and the Articles of Incorporation.

(b) Subject to any limitations of law or the Articles of Incorporation, the Board of Directors shall manage and carry out the fiduciary responsibility vested in it by these Bylaws and in so doing shall have all the rights, powers and authority of the Board of Directors of a corporation.

(c) Notwithstanding any other provision of these Bylaws, the Board of Directors is vested with the full fiduciary responsibility for the following:

(i) the prudent management and investment of and accountability for the assets of the Corporation;

(ii) the adoption of the Corporation’s annual budget;

(iii) the power to issue checks, drafts and other orders for the payment of money, notes or other evidence of indebtedness and to receive the same on behalf of the Corporation, with such signature or endorsement authority as the Board of Directors determines;

(iv) the power to authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name, and on behalf, of the Corporation;

(v) the adoption of appropriate policies for the investment and management of funds, for the conduct of audits, for the acceptance and management of planned gifts, for the grant and allocation of the Corporation’s funds;

(vi) the appointment of persons to posts as provided in these Bylaws;

(vii) the disposal of any assets of the Corporation;

(viii) the approval of a merger or dissolution;

(ix) the amendment or repeal of the Articles of Incorporation or the Bylaws of the Corporation, except as limited by Article X, and

(x) the power to approve self-dealing transactions in accordance with state and federal laws.

Section 2. Composition.

The Board of Directors shall have not fewer than seven (7) nor more than fifteen (15) members, the exact number and qualifications for office to be fixed from time to time by resolution of the Board of Directors. No change in the number of Directors shall have the effect of removing a Director prior to the expiration of the term of office for which that Director was elected or has succeeded to an Office in accordance with Article VII. On the date of adoption of these Bylaws the members of the Board of Directors shall be the Officers of the Corporation as defined in Article VII and, subject to the provisions of Article XI, at-large members of the Board of Directors with unexpired terms as of February 1, 2010. Unless this Article V, Section 2 is amended by the Board of Directors and such amendment is approved by the Members, the Officers designated in Article VII, Section 1 shall serve as Directors of the Corporation. Any Directors other than the Officers shall be elected at-large by the Members as provided in Section 4(a) of this Article V.

Section 3. Compensation.

Directors shall not receive compensation for their services.

Section 4. Manner of Selection of Directors.

(a) Nomination and Election. The Governance and Nominations Committee shall annually provide a slate of nominees for any vacancies on the Board of Directors to the Members at the Annual Meeting. Any nominee receiving a majority of the votes cast by the Members shall be deemed elected a Director. To the extent that any nominee proposed by the Governance and Nominations Committee does not receive a majority of the votes cast by the Members and a vacancy is thereby created, the Board of Directors may act to fill such vacancy in accordance with Section 4(b) of this Article V; provided that the Board of Directors may not fill such vacancy with the individual who failed to receive a majority of the votes cast by Members on his or her candidacy.

(b) Vacancies. A vacancy on the Board of Directors may be filled by the Board of Directors at a regular meeting; provided that any individual named to fill a vacancy shall be subject to election by the Members at the succeeding Annual Meeting.

Section 5. Terms of Office.

The Officers shall each serve ex officio as a Director for as long as he or she shall hold an Office. The other Directors of the Corporation shall serve a term of one year (or in the case of an appointment until the next succeeding Annual Meeting), subject to reelection by the Members for not more than five (5) consecutive terms. Individuals who have served the maximum number of consecutive elected terms on the Board of Directors shall be ineligible for election to the Board of Directors for a period of five (5) years following the end of their most recent service on the Board of Directors; and thereafter will be eligible to serve again.

Section 6. Removal with Cause.

The Board of Directors may remove from office by majority vote a Director who has been declared of unsound mind by final order of court, or convicted of a felony or found by final order of a court to have violated a duty under the Texas Business Organizations Code. Upon removal of any Director, the Board of Directors shall fill the vacancy created in accordance with Section 4(b) of this Article V.

Section 7. Meetings.

Meetings of the Board of Directors shall be held at such times and at such places as the President of the Board of Directors or, in the absence of the President of the Board of Directors, the President Elect, may determine, but in no event fewer than three (3) times during each year, including during the Annual Convention. Notice of such regular meetings shall be given pursuant to Section 9 of this Article V.

Section 8. Special Meetings.

Special meetings of the Board of Directors may be called for any purpose at any time by the President, or any two Directors by delivering written notice to the President and the Secretary/Historian. Notice of special meetings shall be given pursuant to the provisions of these Bylaws for notice of regular meetings.

Section 9. Notice and Place of Meetings.

Meetings of the Board of Directors shall be held at the place designated in the notice of the meeting. Whenever a notice of a meeting of the Board of Directors is required to be given, the Secretary/Historian shall cause notice of the meeting to be delivered by personal service, first-class mail, facsimile, or electronic mail to each Director. If notice is given by mail, it shall be sent, charges prepaid, addressed to the Director at his or her address appearing on the Corporation’s records, or if it is not on these records or is not readily ascertainable, at the place where the regular meetings of the Board of Directors are held. Such notice shall be given not fewer than forty-eight (48) hours nor more than twenty (20) days before the date of the meeting to each Director. Such notice shall state the date, place and hour of the meeting and, whenever practical, the general nature of the business to be transacted. Any other business which properly comes before a meeting may be transacted, notwithstanding its omission from the notice of the meeting.

Section 10. Action at a Meeting; Quorum and Required Vote.

A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, except as expressly provided otherwise in the Articles of Incorporation, these Bylaws or by resolution of the Board of Directors. A majority of those present in person at a duly held meeting with a quorum may perform any act or make any decision vested in the Board of Directors, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by law or the Corporation’s Articles of Incorporation or Bylaws, and may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 11. Meetings by Conference Telephone.

Members of the Board of Directors may participate in any meeting of the Board of Directors or any committee thereof through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting in this manner shall constitute presence in person at such meeting.

Section 12. Validation of Defectively Called or Noticed Meetings.

The transactions of any meeting of the Board of Directors, however called or noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. All such waivers, consents or approvals shall be filed with the Corporation’s records or made a part of the minutes of the meeting.

Section 13. Adjournment.

A majority of the Directors present in person, whether or not a quorum is present, may adjourn any meeting to another time and/or place. Notice of the adjournment to another time or place shall be given a reasonable time prior to the time of the continuation of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 14. Action without a Meeting.

Actions may be taken without a meeting of the Board of Directors if the members unanimously consent thereto in writing. Such consents shall be filed with the minutes of the proceedings of the Board of Directors, and shall have the same force and effect as an action taken at regularly noticed meetings of the Board of Directors.

article vi

BOARD OF GOVERNORS

Section 1. Composition.

(a) Members of Board of Governors. The Corporation shall have a Board of Governors, consisting of the members of the Board of Directors, the Conventions Directors designated for the two succeeding and immediate past Conventions (“Conventions Directors”), the Communications Committee Chair, the University Interscholastic League representative, the TEA Director of Fine Arts, the Membership Chair, the Vice-President-Elect of the K-12 Section (“K-12 VP-Elect”), the Vice-President-Elect of the CU Section (“CU VP Elect”), the Treasurer/Chief Financial Officer Designate (in those years in which such a person is nominated in accordance with Section 5(g) of Article VIII and elected by the Members), the Curriculum Committee Chair, the CAPS Chair, the Public Affairs Committee Chair and three (3) members elected at large by the Membership, subject to the provisions of Article XI.

(b) Authority of Board of Directors to Amend. The Board of Directors may amend these Bylaws to change the composition of the Board of Governors from time to time, which amendment shall be effective upon approval of the Members.

Section 2. Duties.

The individual members of the Board of Governors shall perform such duties as are assigned to their respective offices in the Operations Manual and shall serve on such Committees, constituted in accordance with Article VIII, on which they serve ex officio or are appointed by the Board of Directors. The Board of Governors may meet, if requested by the President, and may consult as requested by the Board of Directors on matters affecting the interests of the Members or the Corporation. The Board of Governors shall have no fiduciary duties to the Corporation or its Members and shall be subordinate in all respects to the Board of Directors.

Section 3. Manner of Selection of Board of Governors.

(a) Nomination and Election. The Governance and Nominations Committee shall annually provide a slate of nominees for vacancies on the Board of Governors to the Members at the Annual Meeting. For this purpose, no vacancy shall be deemed to arise in the case of the University Interscholastic League representative or the TEA Director of Fine Arts. Any nominee receiving a majority of the votes cast by the Members shall be deemed elected a Governor. To the extent that any nominee proposed by the Governance and Nominations Committee does not receive a majority of the votes cast by the Members and a vacancy is thereby created, the Board of Directors may act to fill such vacancy in accordance with Section 3(b) of this Article VI; provided that the Board of Directors may not fill such vacancy with the individual who failed to receive a majority of the votes cast by Members on his or her candidacy.

(b) Vacancies. A vacancy on the Board of Governors may be filled by the Board of Directors at a regular meeting; provided that any individual named to fill a vacancy shall be subject to election by the Members at the succeeding Annual Meeting.

Section 4. Terms of Office.

The University Interscholastic League representative and TEA Director of Fine Arts shall each serve ex officio as a Governor for as long as he or she shall hold that position and shall be replaced only by their successors. The Conventions Directors shall serve a three-year term as Governors which term shall end one year following the closing of the Convention for which the individual served as the Convention Director. The other members of the Board of Governors shall serve a term of two years (or in the case of an appointment until the next succeeding Annual Meeting), subject to reelection by the Members for not more than five (5) consecutive terms. Individuals who have served the maximum number of consecutive elected terms on the Board of Governors shall be ineligible for election to the Board of Governors for a period of five (5) years following the end of their most recent service on the Board of Governors; and thereafter will be eligible to serve again.

ARTICLE VII

OFFICERS

Section 1 Officers.

The Officers of the Corporation shall be a President, an Immediate Past President, a President-Elect, a Vice President of the K-12 Section (“K-12 VP”), a Vice-President of the CU (“CU VP”), a Secretary/Historian and a Treasurer/Chief Financial Officer. Each officer of the Corporation shall have such authority and perform such duties as provided in these Bylaws or as the Board of Directors may from time to time prescribe. Such authority may be general or confined to specific instances and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or any amount, except for contracts or commitments in the regular course of business of the Corporation executed by an officer within the scope of his or her authority.

Section 2. Election and Removal of Officers.

The Immediate Past President and President shall succeed to their respective Officers at the conclusion of their terms as President and President-Elect respectively. The K-12 VP and CU VP shall be those individuals who have concluded their terms as K-12 VP-Elect and CU VP-Elect on the Board of Governors. The President-Elect, Secretary/Historian and Treasurer/Chief Financial Officer shall be elected by the Members of the Corporation at the Annual Meeting. The Board of Directors may, by a two-thirds vote, remove any Officer for cause. For this purpose cause shall be defined to exist in the case of an Officer who has been declared of unsound mind by final order of court, or convicted of a felony or found by final order of a court to have violated a duty under the Texas Business Organizations Code.

Section 3. Terms of Office.

The President, Immediate Past President, President-Elect, K-12 VP and CU VP shall each serve a single term of two years. The Treasurer/Chief Financial Officer and Secretary/Historian shall each serve a term of three years and may be re-elected by the Members for a second term. The other Officers of the Corporation shall serve a term of one year.

Section 4. Subordinate Officers.

The Board of Directors may appoint, and may authorize the President to appoint any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board of Directors.

Section 5. Resignation of Officers.

Any officer may resign at any time by giving written notice to the President and the Secretary/Historian of the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party.

Section 6. Vacancies in Offices.

A vacancy in any Office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board of Directors, although the President may appoint a person to act as that officer in the interval of time reasonably required before a regular election can be held or a regular appointment made.

Section 7. Responsibilities of Officers.

(a) President. The President shall, subject to the control of the Board of Directors, generally supervise, direct and control the business and the affairs of the Corporation with the powers of a chief executive officer under Texas law. The President shall preside at all meetings of the Board of Directors and all meetings of the Board of Governors. The President shall have such other powers and duties as may be from time to time assigned by the Board of Directors.

(b) Immediate Past President. The Immediate Past President shall review and propose any revisions that may be necessary to the Articles of Incorporation, these Bylaws or the Operations Manual from time to time and perform such other duties and may be prescribed by the Board of Directors or the President.

(c) President-Elect. The President-Elect shall, in the absence of the President, preside at all meetings of the Board of Directors or Board of Governors and otherwise assume the responsibilities of the President. The President-Elect shall also serve as Chair of the Nominations and Governance Committee and the Conventions Committee and perform such other duties as may be prescribed by the Board of Directors or the President.

(d) K-12 Vice President (“K-12 VP”). The K-12 VP shall provide input to the Board of Directors and Board of Governors concerning the interests of the K-12 Section, maintain the established goals and objectives of the K-12 Section, preside at meetings of the K-12 Section Members and the Executive Committee of the K-12 Section and perform such other duties as may be prescribed by the Board of Directors or the President.

(e) College/University Vice President (“CU VP”). The CU VP shall provide input to the Board of Directors and Board of Governors concerning the interests of the CU Section Members, maintain the established goals and objectives of the CU Section, preside at meetings of the CU Section Members, and the Executive Committee of the CU Section and perform such other duties as may be prescribed by the Board of Directors or the President.

(f) Secretary/Historian. The Secretary/Historian shall keep or cause to be kept, at the principal office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Board of Directors and Committees, with the time and place of holding, whether regular or special and, if special, how authorized, the notice given, the names of those present at such meetings, the number of Members present at meetings of the Members and the proceedings of such meetings. The Secretary/Historian shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the Bylaws to be given. The Secretary/Historian shall cause proceedings of meetings of the Board of Directors and the Members to be published in Texas Theatre Notes and posted to the Corporation’s website. The Secretary/Historian shall have such other powers and perform such other duties as may be from time to time assigned to him by the Board of Directors, the President or these Bylaws.

(g) Treasurer/Chief Financial Officer.

(i) The Treasurer/Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements.

(ii) The Treasurer/Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors; shall render to the Board of Directors and the President, whenever they request it, an account of all of the transactions executed by the Treasurer/Chief Financial Officer and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be from time to time assigned to him by the Board of Directors, the President or these Bylaws.

(iii) The Treasurer/Chief Financial Officer shall serve on the Audit Committee, unless he or she is an employee of the Corporation, and shall serve as Chair of the Finance Committee.

(iv) If required by the Board of Directors, the Treasurer/Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties specified by the board for the faithful performance of the duties of his office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in his possession or under his control on his death, resignation, retirement or removal from office.

ARTICLE VIII

COMMITTEES

Section 1. Appointment of Standing and Special Committees.

The Board of Directors shall create the Standing Committees specified herein, and may create such other standing or special committees, and may delegate to each committee such authority to act on behalf of the Board of Directors, to the extent permitted by law, as the Board deems appropriate. All Committees shall serve at the pleasure of the Board of Directors, and shall have such powers, functions, and responsibilities as shall be conferred by these Bylaws or by resolutions of the Board. Each Committee shall report all actions taken at the next regular meeting of the Board of Directors.

Section 2. Composition.

All committees must include at least two (2) Directors, and such other members of the Board of Governors and Individual or Life Members as are set forth in Section 5 of this Article VIII.

Section 3. Term of Office.

Committee members shall serve those terms of office prescribed herein for each Committee. Individuals who have served the term of office shall be ineligible for reappointment for a period of one year following the end of their most recent service on the committee, and thereafter will be eligible to serve again. The President shall have authority to fill a vacancy on any Committee for the unexpired term of the member of the Committee whose departure has created the vacancy.

Section 4. Quorum and Voting.

(a) Quorum Requirements. The presence of a majority of committee members shall constitute a quorum. A majority of those present at a duly held meeting with a quorum may perform any act or make any decision vested in the committee, unless a greater number, or the same number after disqualifying one or more members from voting, is required by law or the Corporation’s Articles of Incorporation or these Bylaws, and may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum.

(b) Majority Vote Requirements. With respect to decisions exercised within the Board-delegated authority to legally bind the Corporation, (i) a majority of the committee members must vote in favor of the action, and (ii) a majority of Directors in attendance must be in the majority.

Section 5. Standing Committees.

The following shall be Standing Committees of the Board of Directors, with such members and functions as are described in these Bylaws or as otherwise designated by resolution of the Board of Directors:

(a) Audit Committee. The Audit Committee shall consist of at least three (3) Directors, including the Treasurer/Chief Financial Officer; provided that the Treasurer/Chief Financial Officer may not serve on the Audit Committee if he or she is employed by the Corporation. The Committee may include non-Directors with requisite expertise to assist the Committee in the discharge of its duties; provided that all actions or recommendations of the Audit Committee shall be approved by a majority of the members that are Directors. Audit Committee members may not receive compensation in excess of what that member would receive as a Director and may not have a material financial interest in any entity that does business with the Corporation. The Audit Committee shall make recommendations to the Board of Directors with respect to the engagement or discharge of the Corporation’s independent auditors, and shall review with the independent auditors the plans, scope, and results of their engagement. The Audit Committee shall also be responsible for the review of any potential conflict of interest involving a Director in accordance with a conflict of interest policy adopted by the Board of Directors.

(b) Committee on Academic and Production Standards (“CAPS”). The CAPS shall consist of two (2) Directors, the CAPS Chair serving on the Board of Governors and twelve (12) Individual Members appointed by the President, who shall be affiliated with Institutional Member schools. The Individual Members shall be arranged into three classes of four (4) members each and shall serve three year terms on a staggered basis, so that all members of one class are subject reappointment each year. The CAPS shall develop and administer the following policies, which shall be reflected in the Operations Manual: (i) the Institutional Member “Minimum Criteria Policy,” (ii) the “Play Selection Policy” and (iii) the policy concerning the Corporation’s “List of Approved Publishers.” The CAPS shall be responsible for advising appropriate Committees of the Corporation of the qualification of Institutional Members.

(c) Communications Committee. The Communications Committee shall consist of two (2) Directors, the Communications Committee Chair serving on the Board of Governors and four (4) Individual or Life Members appointed by the President for a term of two years. The Communications Committee shall oversee the publication of Texas Theatre Notes and any other publications of the Corporation deemed necessary and the circulation of all publications to the Members of the Corporation. The Communications Chair shall, with the concurrence of the Communications Committee and the President, appoint the Editor of Texas Theatre Notes. The Communications Committee shall also be responsible for the design, content and maintenance of the Corporation’s website.

(d) Conventions Committee. The Conventions Committee shall consist of the President, the President-Elect, the Conventions Directors, the Exhibits Chair, the Programming Chair, the Awards Chair, the Scholarships Chair, the DesignFest Chair, the PlayFest Chair and the Auditions Coordinator. The Conventions Committee shall be responsible for the planning and conduct of all Conventions presented by the Corporation. The Conventions Committee shall develop a budget for each Convention and coordinate with the Finance Committee to ensure the budgets for the Convention are consistent with the overall budget for the Corporation.

(e) Curriculum Committee. The Curriculum Committee shall consist of two (2) Directors, the Curriculum Committee Chair serving on the Board of Governors and twelve (12) Individual or Life Members appointed by the President for terms of two (2) years. The Individual Members shall be representative of the Sections of the Membership and subsections thereof. The Curriculum Committee shall be responsible for the development and administration of the Corporation’s policies on curricular standards, which shall be contained in the Operations Manual.

(f) Finance Committee. The Finance Committee shall consist of at least two (2) Directors, including the Treasurer/Chief Financial Officer and the Treasurer/Chief Financial Officer shall serve as Chair. The Committee may include non-Directors with requisite expertise to assist the Committee in the discharge of its duties; provided that all actions or recommendations of the Finance Committee shall be approved by a majority of the members that are Directors. The Finance Committee shall be responsible for the development of the annual budget for the Corporation and determinations on matters such as dues for membership, fees for conventions and other programs of the Corporation and other revenue generating activities of the Corporation.

(g) Governance and Nominations Committee. The Governance and Nominations Committee shall consist of the President-Elect, who shall serve as Chair, the Immediate Past President and four Individual or Life Members, who shall represent the diversity of the Membership, both by Section and geography. The Governance and Nominations Committee shall develop criteria for the selection and screening of new Directors, provide for the orientation of new Directors and periodic training of all Directors, and establish a plan for the periodic evaluation of Board of Directors performance individually and collectively. The Governance and Nominations Committee shall annually develop a slate of nominees to be elected to the Board of Directors and Board of Governors; provided that the nominees for Vice-Presidents of the Sections and Vice-Presidents Elect of the Sections shall be proposed by the Sections and included in the slate. For any year which is the last year of the term of the incumbent Treasurer/Chief Financial Officer, the Governance and Nominations Committee shall include a Treasurer/Chief Financial Officer Designate in the slate of nominees. In developing the succeeding year’s slate, the Governance and Nominations Committee shall evaluate the fitness of the Treasurer/Chief Financial Officer Designate to succeed the incumbent Treasurer/Chief Financial Officer and may nominate a different individual for the position of Treasurer/Chief Financial Officer based on its evaluation.

(h) Membership Committee. The Membership Committee shall consist of two (2) Directors, the Membership Committee Chair serving on the Board of Governors and four (4) Individual or Life Members, who shall be appointed by the President to serve for a term of three years. The Membership Committee shall be responsible for the development and implementation of strategies to increase the Membership of the Corporation. The Membership Committee shall also be responsible for the maintenance of Membership records and the official Membership List for the Corporation and to oversee the publication and distribution of the Corporation’s Directory of Membership.

(i) Public Affairs Committee. The Public Affairs Committee shall consist of two (2)