Bylaws

Amended and Restated

CONSTITUTION AND BY-LAWS

of the

MID-AMERICA THEATRE CONFERENCE

As of March 3, 2012

ARTICLE I. NAME

The name of this corporation shall be the Mid-America Theatre Conference, Incorporated (“Corporation” or “MATC”).

ARTICLE II. PURPOSE

Section 1.  The purpose of the MATC shall be to form a Conference dedicated to the growth and improvement of all forms of theatre throughout a twelve-state region that includes the states of Illinois, Iowa, Nebraska, Kansas, Missouri, Minnesota, North Dakota, South Dakota, and Wisconsin. Persons outside this twelve-state region may still become members and officers and attend the conference. This purpose shall be accomplished primarily by holding an annual academic theatre conference at which scholarly and creative presentations from all areas of theatre will take place and by publishing an annual academic theatre journal, Theatre History Studies, a nationally-distributed academic theatre journal.

Section 2.      MATC shall make payments or distributions out of its funds in such amounts and for, including but not limited to, such Charitable Purposes (as defined in Article 15), or for the use of such Charitable Organizations (as defined in Article 15), as the Board of Directors shall from time to time determine.  MATC may make payments or distributions to any State of the United States, any political subdivision of any State of the United States, or to the United States or the District of Columbia, but only for exclusively public purposes which are also Charitable Purposes (as defined in Article 15).

Section 3.      Limitations/Prohibited Activities.  Income or principal derived from contributions to MATC shall be distributed by MATC for use solely for religious, charitable, scientific, literary or educational purposes within the meaning of those terms as used in each of Sections 501(c)(3), 2055(a), 2522(a)(2) and 170(c)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).  No part of the net earnings of MATC shall inure to, or be payable to or for the benefit of, any private shareholder or individual (except to the extent consistent with the Charitable Purposes of this trust), and no substantial part of the activities of MATC shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except to the extent permitted by Section 501(h) of the Code).   No part of the activities of MATC shall be the participation in, or intervention in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

Section 4.      MATC shall make distributions each taxable year at such time and in such manner as not to subject MATC to the tax on undistributed income imposed by Section 4942 of the Code, and MATC is prohibited from engaging in any act of self-dealing as defined in Section 4941(d) of the Code, from retaining any excess business holdings as defined in Section 4943(c) of the Code which would subject MATC to tax under Section 4943 of the Code, from retaining or making any investments which would result in tax liability under Section 4944 of the Code, and from making any taxable expenditures as defined in Section 4945(d) of the Code.

ARTICLE III. MEMBERSHIP AND DUES

Section 1.      Membership in this corporation shall be available to any individual interested in or involved in the purposes of the corporation as defined in Article II.

Section 2.      The corporation shall have three classes of members:

Clause 2.1.    Individual membership shall be available to all individuals in and beyond the Mid-America twelve-state region who share and support the purposes of the corporation and desire to affiliate with it. All memberships include a subscription to Theatre History Studies.

Clause 2.2.    Student membership shall be available to full-time students in educational institutions such as high schools, colleges, and universities, or professional theatre schools. Student membership includes a subscription to Theatre History Studies.

Clause 2.3.    Honorary membership may be conferred by the Executive Committee upon individuals who have contributed distinguished service to the theatre. Honorary members shall be exempt from dues and registration at the annual conference.  Honorary members shall be known as Fellows of the Mid-America Theatre Conference. See Article IX.

Section 3.      The Executive Committee shall set and publish the dues for various classes of membership in accordance with the financial status of the corporation. Dues shall be assessed on an annual basis.

ARTICLE IV. OFFICERS

Section 1.      The Secretary, and Associate Conference Planner of MATC shall be elected by the membership for two-year terms; the Treasurer shall be elected for a four-year term. Nominations and elections shall be held on the expiration of Officers’ terms at the annual Conference in even-numbered years. Officers shall take office immediately following said Conference.

In the event of a vacancy, officers shall assume their duties immediately upon election or appointment.

Section 2.      The offices of Associate Conference Planner, Vice President/Conference Planner, President-Elect, and President are sequential. Once elected as Associate Conference Planner, it is assumed that an individual will move up in the line of offices, ensuring that the incoming President will be familiar both with the procedures of the Executive Committee and the organization of the Conference itself. In the event that an individual decides to not continue in one of the sequential offices, the Executive Committee can appoint a replacement, with approval by the general membership at the next business meeting. If the general membership does not approve the replacement, the Executive Committee will select a second nominee, and election will occur via the MATC Listserv.

Section 3.      The officers shall have the following duties:

Clause 3.1.    President.

  1. Preside at all meetings of MATC
  2. Serve as chairperson of the Executive Committee
  3. Appoint committees with the approval of the Executive Committee
  4. Secure the keynote speaker for each conference, in cooperation with the Vice President/Conference Coordinator.
  5. Perform other duties designated by the Executive Committee

Clause 3.2.    President-Elect.

  1.     Serve as a member of the Executive Committee
  2. Assume the duties of the President whenever the President is unable to fulfill those responsibilities
  3. Perform other duties as designated by the President or Executive Committee

Clause 3.3.    Vice President / Conference Coordinator.

  1. Serve as a member of the Executive Committee
  2. Coordinate all arrangements for the annual Conference
  3. Recruit and select symposia co-chairs with approval of Executive Committee

Clause 3.4.    Associate Conference Coordinator.

  1. The Associate Conference Coordinator shall assist the Vice President/Conference Coordinator with Conference planning. The assignment of duties to the Associate Conference Coordinator shall be negotiated between that individual and the Vice President/Conference Coordinator.

Clause 3.5.    Secretary.

  1. Serve as a member of the Executive Committee
  2. Record and maintain the minutes of all business meetings
  3. Act as custodian of MATC historical materials, including articles of incorporation and documents pertaining to non-profit status.
  4. Oversee the maintenance of the MATC website, through consultation with the web designer.
  5. Manage or arrangement the management of the listserv of MATC, MATC-L

Clause 3.6.    Treasurer.

  1. Serve as a member of the Executive Committee
  2. Have charge of receiving and dispersing MATC funds
  3. Keep and prepare accounts for audits
  4. Maintain communication with the Internal Revenue Service (“IRS”) and State of Iowa as necessary, including updating MATC’s mailing address on file with the IRS, State of Iowa Secretary of State and other relevant organizations
  5. File annual tax filings with the IRS and the State of Iowa as required for a 501(c)(3) organization and any forms required by the State of Iowa to maintain MATC’s status as a non-profit corporation.

Clause 3.7.    Immediate Past President.

  1. Serve as a member of the Executive Committee

ARTICLE V. Executive Committee

Section 1.      The Executive Committee shall manage and administer the affairs and business of MATC.  The Executive Committee shall act for and have the power of the Conference in the interim between meetings.

Section 2.      The Executive Committee shall be composed of the MATC Officers (President, President-elect, Vice President/Conference Coordinator, Associate Conference Coordinator, Secretary, Treasurer, and Immediate Past President), as well as the Theatre History Studies Editor (ex officio) and Webmaster (ex-officio), whose duties are as follows:

Clause 2.1.    Editor (ex officio), Theatre History Studies

  1. Serve as a member of the Executive Committee
  2. Edit Theatre History Studies

Clause 2.2.    Webmaster

  1. Keep relevant information posted to the MATC website. The Webmaster will not be responsible for generating the information to be posted to the website.

Section 3.      The Executive Committee shall meet as called by the President and/or the majority of the officers of the Conference. The Executive Committee shall meet in person at the annual Conference and may convene other meetings when necessary. The members of the Executive Committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall be at the discretion of the President and constitute presence at the meeting.  The Executive Committee may act without a meeting by obtaining the written approval of all members of the Executive Committee, which approval may be obtained through the use of written or electronic (email) means.

ARTICLE VI. CONFERENCES AND MEETINGS

Section 1.      Annual Conference. The Executive Committee of MATC shall be responsible for selecting the site (city and venue) for the annual meeting.  While the name of this organization (Mid-America Theatre Conference) suggests that a majority of the annual meetings should be held in Mid-American cities (defined as any American city not on the coasts), the Executive Committee has the authority to make other choices if they deem it in the best interest of MATC.  In times of national or regional emergency the Executive Committee may decide to cancel or not hold a Conference.

Clause 1.1.    Symposia:   The annual conference shall include panels managed by four symposia of the MATC:  Theatre History, Directing, Pedagogy, and Playwriting.

Clause 1.2.    Debut Panels:  In addition to the four symposia, two panels shall be devoted to papers presented by students, one graduate student debut panel, and one undergraduate debut panel.

Clause 1.3.    Symposia Chairs:  The Executive Committee shall name co-chairs for each of the Symposia and an individual to chair the Debut Panels. Symposia co-chairs may be reappointed to these positions.

Section 2.      Business Meeting. A Business meeting open to the full membership shall be held annually at the MATC Conference. In addition to special business, the meeting will include reports from the President, the Treasurer, and the Theatre History Studies editor.

Section 3.      Provision for special meetings. Special meetings of the membership may be called by the President or the Executive Committee.

ARTICLE VII. COMMUNICATIONS

Section 1.      Website.  The MATC website shall be the major source of members’ information about meetings, conferences, actions of the Executive Committee, and other MATC business.

Section 2.      Listserv.  MATC shall maintain a listserv to which all MATC members and other interested persons may subscribe, in order to receive announcements about MATC business and exchange scholarly insight.

Section 3.      Theatre History Studies

Clause 3.1.    MATC shall sponsor an annually published scholarly journal called Theatre History Studies, the scope of which will be the history and criticism of the theatre.

Clause 3.2.    Theatre History Studies Editor: The Editor of this journal shall be selected by the members of the Executive Committee with the approval of the membership. The editor shall serve no less than four years but may be reappointed for additional terms with the approval of the Executive Committee. The editor of the journal shall prepare an annual report to be distributed to the members at the annual Conference.

Clause 3.3.    Theatre History Studies Book Review Editor: The Theatre History Studies Editor may choose, in consultation with the Executive Committee, an individual to serve as Book Review Editor.

Clause 3.4.    Financial Support from MATC:  Theatre History Studies shall receive financial support from MATC in order to provide the editor with the ability to attend theatre conferences as well as to assist the editor with general business required for the publication of the journal. The level of MATC’s financial support shall be negotiated by the Executive Committee and the Editor.

ARTICLE VIII. COMMITTEES

The President or the Executive Committee may establish appropriate committees as deemed necessary for the operation of the corporation and assign to such committees such duties and responsibilities as are deemed appropriate, with a chairman appointed by the President.

ARTICLE IX. FELLOWS

The honorary designation, Fellow of the Conference, may be bestowed for life upon those members of the MATC who have made an outstanding contribution to the theatre. The total number of active Fellows in MATC shall be limited to no more than ten percent of the membership.

Fellows shall be selected by the Executive Committee. Nominations for Fellows shall be solicited from the general membership. Nominators shall send a letter of nomination and vita to the MATC President. Fellows shall be honored at the annual Conference, receive membership for life including a subscription to Theatre History Studies, and complimentary conference registration including the luncheon for the Fellow and guest.

ARTICLE X. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the corporation may adopt.

ARTICLE XI  INDEMNIFICATION

Section 1.      MATC shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of MATC or is or was serving at the request of MATC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fees and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director, employee or agent is liable for negligence or misconduct in the performance of his duties to MATC.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person was liable for negligence or misconduct in the performance of his duties to MATC.

Section 2.      To the extent that a director, officer, employee or agent of MATC has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this section or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith.

Section 3.      Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by MATC in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by MATC as authorized in this Section.

Section 4.      The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Article or section of these By-Laws, resolution, authorization or agreement adopted after notice by a majority of the Board of Directors, and (ii) shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 5.      MATC shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of MATC, or is or was serving at the request of MATC as a director, officer, employer or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not MATC would have the power to indemnify him against such liability under the provisions of this section.

ARTICLE XII.  COMPENSATION OF DIRECTORS AND OFFICERS

Notwithstanding anything contained herein or applicable law to the contrary, no officer or director of MATC shall be entitled to receive compensation for such officer’s or director’s services as an officer or director.  Each officer or director of MATC shall be entitled to reimbursement for any reasonable expenses incurred by him or her individually on behalf of MATC.

ARTICLE XIII. DISPOSITION OF ASSETS

Upon the dissolution of MATC, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Circuit Court of the county in which the principal office of MATC is then located, exclusively for such purposes or to such corporation or corporations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XIV. CONFLICT OF INTEREST POLICY

Section 1.      Purpose.  The purpose of the conflict of interest policy is to protect MATC’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of MATC or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2.      Definitions.

Clause 2.1.    Interested Person.   Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Clause 2.2.    Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which MATC has a transaction or arrangement,
  2. A compensation arrangement with MATC or with any entity or individual with which MATC has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which MATC is negotiating a transaction or arrangement.
  4. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
  5. A financial interest is not necessarily a conflict of interest. Under Clause 3.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3.      Procedures.

Clause 3.1.    Duty to Disclose.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Clause 3.2.    Determining Whether a Conflict of Interest Exists. .  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Clause 3.3.    Procedures for Addressing the Conflict of Interest.

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in MATC best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Clause 3.4.    Violations of the Conflicts of Interest Policy.

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4.      Records of Proceedings.  The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5.      Compensation.

  1. A voting member of the governing board who receives compensation, directly or indirectly, from MATC for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MATC for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MATC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6.      Annual Statements.  Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands MATC is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7.      Periodic Reviews.   To ensure MATC operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to MATC’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8.      Use of Outside Experts.  When conducting the periodic reviews as provided for in Section 7, MATC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XV.  DEFINITIONS

Section 1.      Statutory References.  All statutory references herein to the “Code” are to sections of the Internal Revenue Code of 1986 as now in force, or as the same may be amended from time to time.

Section 2.      “Charitable Purposes(s).”  As used herein, the term “Charitable Purpose” or “Charitable Purposes” shall be limited to such purposes that constitute religious, charitable, scientific, literary or educational purposes within the meaning of those terms as used in each of Sections 501(c)(3), 2055(a), 2522(a)(2) and 170(c)(2)(B) of the Code.

Section 3.      “Charitable Organization(s).”  As used herein the terms “Charitable Organization” or “Charitable Organizations” shall be limited to and shall include only corporations, trusts, funds, foundations or community chests described in each of Sections 170(c), 501(c)(3), 2055(a) and 2522(a) of the Code, organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, no part of the net earnings of which inures to, or is payable to or for the benefit of, any private shareholder or individual (except to the extent consistent with the Charitable Purposes of this trust), and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except to the extent permitted by Section 501(h) of the Code), and which do not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

Section 4.      “Incapacity.”   Incapacity of any Director or Officer shall mean inability to conduct business affairs and shall be deemed to exist or to terminate when so certified in writing by two physicians in good standing in the community in which such person resides, one of whom must be the physician then attending the person to whom such certification applies.

ARTICLE XVI. AMENDMENTS

Amendments to the Constitution and By-laws may be initiated by the Executive Committee or upon submission of a petition to the President by at least ten members of MATC.

Amendments may be passed by a two-thirds vote of the MATC membership voting on any proposed amendment at the annual Business Meeting.

In an emergency, a provision of the Constitution and By-laws may be temporarily suspended by the Executive Committee, but at the next Business Meeting justification of the emergency as well as the action shall be reviewed.