Bylaws

Amended and Restated

CONSTITUTION AND BY-LAWS

of the

MID-AMERICA THEATRE CONFERENCE

As of March 8, 2022

ARTICLE I. NAME

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

ARTICLE II. PURPOSE 

Section 1.    Mission

Founded in 1979, the Mid-America Theatre Conference (MATC) is a national organization dedicated to furthering and celebrating the art and scholarship of theatre and performance. Through our annual conference, two publications, and ongoing initiatives, MATC offers a space where a broad membership of scholars and artists across the fields of theatre history, practice, playwriting, and pedagogy are welcomed and supported. MATC’s purposes are to:

  • Help members thrive in their institutions by offering opportunities to enhance their engagement with the field through conference presentations and publication
  • Foster discussion about the state of the field and the ways in which it is evolving to retain a relevant position in our culture and our institutions
  • Move the field forward through the incorporation of new ideas, structures, and ways of conceiving our work

Section 2.    Vision.

MATC faces three active crises: white supremacy, inequality and exclusion of minoritized and marginalized populations, and disciplinary precarity.

Historically, the organization has primarily served the needs of white Euro-centric scholars, artists, scholarship, and stories through its structure and its culture, additionally upholding those who are male, cis, heterosexual, able-bodied and/or otherwise privileged. MATC also recognizes the precarity facing the theatre as an academic subject within colleges and universities and as an institution in professional settings.

Understanding that these three crises are related and ongoing, MATC thus commits to:

  • dismantling the structures of the organization that have directly harmed minoritized and marginalized members
  • expanding its scholarly and artistic reach beyond historically privileged stories and practices
  • supporting our members in meeting institutional requirements for sustaining and advancing their careers, while also critiquing the structures which uphold systems that exclude and oppress minoritized and marginalized populations

Section 3.    As scholars and artists who strive to cultivate a diverse community, Mid-America Theatre Conference (MATC) is committed to advancing the intersectional equity and inclusion of all its membership. MATC—by extension its membership—does not tolerate harassing, discriminatory, or otherwise abusive behaviors, and commits to making a conscious effort to confront and address concerns in a safe and timely manner. Ethical conduct is expected in our interaction between members at the conference, at our home institutions, as well as online.

MATC members must uphold the values of MATC, as described in Article II, Sections 1 and 2.  All MATC officers, members, and affiliates must adhere to the Code of Ethics and Conduct to retain membership within the organization. While MATC allows members space for mistakes, learning, and growth, the organization must maintain a safe, accessible, and inclusive environment for everyone. If any MATC member severely and/or pervasively breaches this Code of Ethics and Conduct, the consequence of that finding may result in the temporary or indefinite loss of the ability to publish in journals, as well as the temporary or indefinite loss of one’s elected office, membership, and/or affiliation with MATC.

Clause 1.1 – Unacceptable Conduct

MATC prohibits discrimination and/or harassment against a member of the MATC community based on race, color, creed, religion, national origin, citizenship, sex, pregnancy, age, marital status, sexual orientation, gender identity or expression, genetic information, disability, veteran status, etc.

Unacceptable conduct can occur in-person or online, and includes severe and/or pervasive breaches of the Code of Ethics and Conduct; examples of such conduct will be published, regularly updated, and distributed to membership by MATC.

Clause 1.2 – Retaliation

MATC prohibits retaliation against any individual who reports concerns regarding discrimination or harassment, or who cooperates with or participates in any investigation of allegations of discrimination, harassment, or retaliation under this policy, or any individual who is perceived to have engaged in any of these actions.

Section 4.    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 5.    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 6.     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.    A “member” is defined as an individual who shares and supports the purposes of the corporation and who desires to affiliate with it. Membership is distinct from annual conference participation, and members are not required to participate or attend the conference—although all members are encouraged to do so. All members receive voting rights within the organization, as laid out in Article 6, Section 4, and a discounted conference rate. All members will also receive a copy of, or virtual access to, Theatre History Studies. Membership begins on the first day of March of a given conference year and ends on the last day of February the following year. Membership shall be renewed by paying “dues,” as described in Section 3.

Section 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 4.    The Executive Committee shall set and publish the dues for membership in accordance with the financial status of the corporation. Dues shall be assessed on an annual basis.

ARTICLE IV. OFFICERS

Section 1.     Sequential Leadership Tracks & Non-Sequential Leadership Positions

Leadership opportunities in MATC are organized as either sequential leadership tracks or non-sequential leadership positions. Sequential leadership tracks are designed to maintain institutional memory; after serving the term of office to which one was elected, the individual(s) in a sequential leadership track will move into the next position in the track. Individual(s) in non-sequential leadership positions do not have the expectation to move into a new leadership role following the completion of the term of office for the position to which they were elected.

Clause 1.1    Sequential Leadership Tracks

There are three sequential leadership tracks: the Organizational Leadership Track – Vice-President (2 years), President (2 years), and Immediate Past President (1 year); the Conference Planning Track – Associate Conference Planner (2 years) and Conference Planner (2 years); and the Graduate Liaison track – Junior Graduate Liaison (1 year) and Senior Graduate Liaison (1 year).

Clause 1.2    Vacancies and Resignations within Sequential Leadership Tracks

In the event that an individual(s) in the role of President, Conference Planner, or Senior Graduate Liaison resigns for any reason during their service commitment, the Vice-President, Associate Conference Planner, or Junior Graduate Liaison will assume the role of President, Conference Planner, Senior Graduate Liaison, respectively. In the event that an individual(s) assumes a different role, their previous role is vacated.

Vacancies of the Vice-President, Associate Conference Planner, Junior Graduate Liaison will be handled in the following manner:

  • If the vacancy occurs more than 90 days before the first day of the conference, the Executive Committee will solicit nominations from the membership and hold an election for the position. The newly-elected individual(s) would then serve in the position in an interim capacity until the next conference.
  • If the vacancy occurs fewer than 90 days before the first day of the conference, the Executive Committee can choose either to appoint an individual(s) to serve as interim, or temporarily distribute duties of the vacant office within the Executive Committee until a conference election can be held.

Re-elections for full Sequential Leadership positions will be subject to standard election practices. For more information, see Clause 2.2.

Clause 1.3    Non-Sequential Leadership Positions

The following positions are non-sequential: Internal Communications Officer (2 years), External Communications Officer (2 years), Accessibility Officer (2 years), and Treasurer (4 years).

Clause 1.4    Vacancies and Resignations within non-Sequential Leadership Positions

Vacancies of non-Sequential Leadership positions—including Internal Communications Officer, External Communications Officer, Accessibility Officer, and Treasurer—will be handled in the following manner:

  • If the vacancy occurs more than 90 days before the first day of the conference, the Executive Committee will solicit nominations from the membership and hold an election for the position. The newly-elected individual(s) would then serve in the position until the next conference or for the remainder of the vacated position.
  • If the vacancy occurs fewer than 90 days before the first day of the conference, the Executive Committee can choose either to appoint an individual(s) to serve as interim, or temporarily distribute duties of the vacant office within the Executive Committee until a conference election can be held.

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

Section 2.    Term Limits and Elections

Clause 2.1    Term Limits and Conditions

  • All MATC offices, except the Treasurer, Graduate Liaisons, and Immediate Past-President, are two-year terms of service.
  • The Immediate-Past President shall serve a term of one year, immediately following their service as President.
  • The Graduate Liaisons will serve one year as Junior GL, then one year as Senior GL. At the time of election, the Junior GL must be a graduate student for at least one more full academic year. If the Junior GL ceases to be a graduate student prior to becoming Senior GL, that individual(s) must notify the EC and resign the position.
  • The Treasurer shall be elected for a four-year term, with elections being held at the end of the current Treasurer’s third year of service. In their first year of service, they shall be known as the Treasurer-Elect, serving concurrently with the current Treasurer (during the Treasurer’s final year of service). Upon the end of a Treasurer’s term, the Treasurer-Elect will become Treasurer.

Clause 2.2    Elections

The following positions will be elected by the general membership upon the expiration of the current officer’s term:

  • Vice-President
  • Associate Conference Planner
  • Internal Communications Officer
  • External Communications Officer
  • Accessibility Officer

The position of Treasurer-Elect will be voted on by the general membership during the current Treasurer’s third year in office. Upon completion of the Treasurer’s fourth year in office, the Treasurer-Elect becomes the Treasurer.

The Following Position(s) shall be elected by members who are currently enrolled in a graduate program:

  • Junior Graduate Liaison

Nominations and elections for the above-listed positions shall be held on the expiration of Officers’ terms at the annual Conference, unless stated otherwise in Clause 2.1. Officers shall assume their duties immediately following said Conference. Officers leaving their positions shall work with the incoming officer to train them on the duties and responsibilities of that particular position.

Section 3.    The officers shall have the following duties and term limits:

Clause 3.1.    President (Two-year term)

  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 Conference Planner
  5. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  6. Perform other duties designated by the Executive Committee
  7. During their term of service and upon its end, train the incoming President in the duties of that office
  8. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.2.    Vice-President (Two-year term)

  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
  4. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  5. Serve as chair of the Nominations and Appointments Committee
  6. During their term of service and upon its end, train the incoming Vice-President in the duties of that office.
  7. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.3.    Conference Planner (Two-year term)

  1. Serve as a member of the Executive Committee
  2. Coordinate all arrangements for the annual Conference, in coordination with the Associate Conference Planner and Conference Planning Committee
  3. Chair the Conference Planning Committee
  4. Recruit 3-5 members at large for service on the Conference Planning Committee, with approval of the Executive Committee
  5. Recruit and select symposia co-chairs with approval of Executive Committee
  6. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  7. During their term of service and upon its end, train the incoming Conference Planner in the duties of that office
  8. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.4.    Associate Conference Planner (Two-year term).

  1. Serve as a member of the Executive Committee
  2. The Associate Conference Planner shall assist the Conference Planner with Conference planning. The assignment of duties to the Associate Conference Planner shall be negotiated between that individual(s) and the Conference Planner
  3. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  4. During their term of service and upon its end, train the incoming Associate Conference Planner in the duties of that office
  5. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.5.    Internal Communications Officer (Two-year term)

  1. Serve as a member of the Executive Committee
  2. Record and maintain the minutes of all business and EC meetings
  3. Act as custodian of MATC historical materials
  4. Document requested changes to the by-laws throughout the year
  5. Serve as chair of the By-laws Committee
  6. Is able to run for one additional term as the Internal Communications Officer (for a maximum of two terms)
  7. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  8. Verifies validity and results of ballots for elections or voting
  9. During their term of service and upon its end, train the incoming Internal Communications Officer in the duties of that office
  10. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.6.    Treasurer (Four-year term)

  1. Serve as a member of the Executive Committee
  2. Have charge of receiving and disbursing 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
  6. Prepare the Annual Statement of Conflict of Interests (see Article XIV, section 6), ensuring that members of the Executive Committee for the following year each sign the statement
  7. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  8. Is able to run for one additional term as Treasurer (for a maximum of two terms)
  9. During the fourth year of office, facilitate the Treasurer-elect’s learning how to perform the duties of the office, sharing the responsibilities outlined above as appropriate
  10. During their term of service and upon its end, train the incoming External Communications Officer in the duties of that office
  11. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.7.    Immediate Past President (One-year term)

  1. Serve as an ex-officio member of the Executive Committee for one year, immediately following their tenure as President
  2. Assist the President in their duties, as needed
  3. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  4. During their term of service and upon its end, train the incoming Immediate Past President in the duties of that office
  5. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.8.    External Communications Officer (Two-year term)

  1. Serve as a member of the Executive Committee
  2. Keep relevant information posted to the MATC website and social media accounts. The External Communications Officer will not be responsible for generating the information to be posted on the web
  3. Oversee the maintenance of the MATC website, through consultation with the web designer
  4. Manage or arrange the management of the listserv of MATC, MATC-L, and other digital communication methods, including but not limited to: Twitter, Facebook, MightyNetworks, etc
  5. Is able to run for one additional term as External Communications Officer (for a maximum of two terms)
  6. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  7. Compile changes to bylaws for consideration for the membership at least a month in advance of the Business Meeting at the annual conference (or other special meetings, in the event the conference is canceled)
  8. Ensure that nomination and election procedures and terms of office are clearly listed on MATC digital venues
  9. During their term of service and upon its end, train the incoming External Communications Officer in the duties of that office
  10. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.9.    Graduate Liaisons (Junior and Senior) (Two-year term; one as Junior liaison, one as Senior)

  1. Serve as member of the Executive Committee (EC)
  2. Serve as a point of communication between graduate students and the Executive Committee
  3. Advocate for the needs of the graduate student membership by participating in regular EC and ad-hoc committee meetings and in the operations of the conference itself
  4. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization
  5. During their term of service and upon its end, train the incoming Graduate Liaisons in the duties of that office
  6. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.10.    Accessibility Officer

  1. Serve as a member of the Executive Committee (EC)
  2. Serve on the Conference Planning Committee
  3. Monitor on a weekly basis the MATC Accessibility email account
  4. Work with Conference Planners to plan for and fulfill accommodations and to carry out accommodations on-site at the conference, if possible
  5. Conduct a post-conference digital survey with those who requested accommodations to see how we can improve for subsequent conferences
  6. Work with the other members of the Executive Committee to strategize and carry out long-term planning goals for the organization, especially as it relates to accessibility
  7. During their term of service and upon its end, train the incoming Accessibility Officer in the duties of that office
  8. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.11.    Editor, Theatre History Studies

  1. Serve as an ex officio member of the Executive Committee
  2. Edit Theatre History Studies
  3. Serve on the Robert A. Schanke Theatre Research Award selection committee alongside the Theatre History Symposium co-chairs and respondent
  4. Follow the MATC Code of Conduct, as described in Article II, Section 3.

Clause 3.12.    Editor, Theatre/Practice

  1. Serve as an ex officio member of the Executive Committee
  2. Edit Theatre/Practice
  3. Follow the MATC Code of Conduct, as described in Article II, Section 3.

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 following MATC Officers:

  • President,
  • Vice-President,
  • Conference Planner,
  • Associate Conference Planner,
  • Internal Communications Officer,
  • External Communications Officer,
  • Treasurer,
  • Junior Graduate Liaison
  • Senior Graduate Liaison
  • Accessibility Officer

The following officers shall serve as ex officio members of the EC:

  • The Editor of Theatre History Studies
  • The Editor of Theatre/Practice
  • Immediate Past President

Clause 2.1    Definition of Executive Committee Membership

A full member of the EC is defined as one that regularly attends meetings, has voting rights, and fulfills the duties of their office in a timely, respectful, and communicative manner.

An ex officio member is one that attends as desired and/or requested by the EC, has voting rights upon meeting attendance, and fulfills the duties of their office in a timely, respectful, and communicative manner.

Clause 2.2    Attendance and Expectations for Executive Committee Members

All Executive Committee Members are expected to attend all meetings unless excused in advance by the President. After three unexcused absences from EC meetings in a conference year, the officer shall cease to be an officer, and the EC will initiate procedures to fill the vacancy according to either Clause 1.2 or Clause 1.4. The member will be notified by the President via their member-associated email address and have all Executive Committee privileges revoked.

In the event that the President of the organization fails to attend three meetings between one annual conference and the next and/or fails to communicate with the EC for more than 2 months, the role of President will be assumed vacant. The Vice-President will assume the duties of the President as outlined in Clause 1.2, and an election would be held to fill the position of the Vice-President according to Clause 1.2.

All Executive Committee Members are also expected to be respectful of all members of the organization, including as it relates to any member’s race, gender, sex, class, sexual orientation, age, disability, and/or religion. “Severe, persistent or pervasive” acts of discrimination will result in the immediate suspension of an officer from the EC.

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. Members of the Executive Committee can meet using conferencing apps (Skype, Zoom, etc.) insofar as communication is possible for all members. Reasonable accommodations for in-person and virtual meetings will be made for members, such as live transcriptions, preparation of documents for screen readers, etc. 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, Practice/Production, Pedagogy, and Playwriting.

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

Clause 1.3.    Articles-in-Progress Workshop: Each annual conference will include workshops devoted to individual feedback between invited journal editors and selected authors working on article manuscripts.

Clause 1.4.    Symposia Chairs: The membership shall elect Symposia Co-chairs, as outlined in Article VIII.

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, Theatre History Studies editor, Theatre/Practice editor, and any standing committee and/or ad-hoc committee chair(s). All reports and minutes from the business meeting will be posted on the MATC website within 30 days of the conference for all members, regardless of attendance at the meeting.

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

Section 4.    Procedures for Voting. All MATC Members, as defined in Article III, are eligible to vote in any elections or for amendments to bylaws, regardless of attendance at the Annual Conference, Business Meeting and/or special meetings. In an effort to make voting accessible for all members, any official MATC voting can be in-person and/or via digital methods (including Google Forms/Surveys, or similar technology) to be determined by the Executive Committee.

Procedures for digital voting should be made available at least two weeks before any given election or vote. Each member is only allowed to vote once—either in-person or digitally—with votes and results tracked by the Internal Communications Officer. In the event that the Internal Communications Officer is not in attendance or is up for election, the External Communications Officer will assume the duties.

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. Major announcements, calls for papers, and important updates regarding the organization will be additionally distributed to the MATC membership via the following methods:

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, in consultation with the Executive Committee, may also appoint an associate editor during their last year of service, who would in turn become the new editor. 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(s) to serve as Book Review Editor.  This individual(s) would also serve a four year term that could be renewed with approval of the Executive Committee in consultation with the 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

Section 1. Standing committees serve longstanding functions and/or fulfill the long-term goals of the organization. Ad-hoc committees are formed for a limited period of time (no more than three years) to address a specific need within the organization. Any member of MATC may propose an ad-hoc committee (see Section 3). After a period of three years and with approval from the general membership, an ad-hoc committee may become a standing committee.

Section 2. The Nominations and Elections Committee. The Nominations and Elections (NE) Committee is a standing committee and will be in charge of facilitating the orderly and transparent selection, election, and succession of important roles within MATC.

Clause 2.1.     Makeup. The NE Committee will consist of the following members:

  1. Vice-President. The Vice-President will serve as chair of the NE Committee for a two-year term concurrent with that office’s term. The chair will be responsible for establishing and maintaining communication between NE Committee members as well as ensuring that the Committee fulfills its duties as outlined below.
  2. Additional Members
    1. The NE Committee shall have three additional members, two “members-at large” and one additional member from the Executive Committee.
    2. The appointment of the EC member is on a volunteer basis and should be finalized no later than 15 days after the conference. If no one volunteers to serve on the NE Committee, one will be appointed by the Vice-President. This EC member will serve one conference year.
    3. The two members-at-large will be from the general MATC membership (i.e., persons not otherwise serving as co-chairs, officers, or Executive Committee members) and will each serve two-year terms concurrent with the term of Vice President.
    4. Election of these members-at-large will occur during the business meetings during years in which the Vice-President is elected. Nominations for members-at-large will come from the floor.
    5. Transition between outgoing and incoming NE Committee members will occur within 30 days following each annual conference.

Clause 2.2.     Duties.

The NE Committee is responsible for:

  • Maintaining a list of terms of service and upcoming vacancies for all positions in the Executive Committee and Symposia.
  • Notifying the MATC membership of positions that are up for election within the EC and Symposia, as well as soliciting nominations for said roles.
    • This duty must be done at least 60 days before the annual conference.
  • Compiling a list of candidates for each role and distributing it to the MATC membership.
    • This duty must be done at least 30 days before the annual conference.

All of the information above must be distributed to the MATC membership via methods of communications listed in Article VII.

No member of the NE committee shall run for election during their term of service on the NE committee.

Section 3.    Ad-hoc Committees

Clause 3.1    Formation of Ad-hoc Committees. Ad-hoc committees may be proposed by any member(s) of MATC (including EC members) through a formal request sent to the President’s official MATC email. The President must present the request to the EC within 60 days. The EC will then vote whether to approve the ad-hoc committee.

If the ad-hoc committee request is denied, the EC must send a full description of why the ad-hoc committee request was denied within 75 days of receipt of the original request to the requesting individual(s). To increase transparency, this information must also be posted to the MATC website.The requesting individual(s) then has the ability to address any concerns and resubmit the request to the EC (via the President’s official MATC email) for another vote by the EC.

Clause 3.2    Populating of Ad-hoc Committees. Any individual who expresses interest in service on an ad-hoc committee may volunteer in one of two ways: 1) by formally expressing interest at the annual conference, or 2) by emailing the President of MATC.

Clause 3.3    Duration of Service on Ad-hoc Committees. Standard terms of service on an ad-hoc committee is one conference year (currently, March-March). Members’ service may start at any time, but every term ends at the close of a given conference year. Members may serve additional terms if desired. Members must notify their ad-hoc committee chairs whether they plan to continue their service for the following conference year within 30 days of the annual conference.

Clause 3.4    Size of Ad-hoc Committees. Ad-hoc committees must contain at least 3 members and no more than 7 members. Additionally, at least one member of the EC must serve as ex-officio on the ad-hoc committee.

Clause 3.5    Duration of Ad-hoc Committees. All ad-hoc committees are limited to a maximum of three years. After three years, the membership may vote to instate the ad-hoc committee to a standing committee within the organization. At the time of vote, the ad-hoc committee members must prepare a document (“Proposal Form for Standing Committee” to be found on the MATC website) listing the goals of the committee and a list of actions that the committee has taken.

In the event of a conference cancellation, ad-hoc committees may choose to have an extra year before applying to become a standing committee. The ad-hoc committee must notify the President of the decision to extend their time via the President’s office MATC email.

Clause 3.6    Selection of Chair(s). Members of the ad-hoc committees select their own chair(s). If the ad-hoc committees experience any problems with selection of the chair(s), the EC may review and appoint a chair(s).

Clause 3.7    Annual Review(s). At the annual conference business meeting, all ad-hoc committees must present the membership with an annual report. The report shall include: 1) their goals for the previous year; 2) how said goals were met/not met. In the event of a conference cancellation, the annual reports must be made available to the membership digitally no later than 15 days before the intended conference.

In the 60 days following the annual conference, ad-hoc committees must: 1) formally review all ad-hoc bylaws (Article VIII, Section 3) with all members; 2) set formal goals and a meeting agenda for the year; 3) delegate a chair; 4) submit a proposal for said work to the EC via the President’s official MATC email.

If the ad-hoc committee fails to do so, the ad-hoc committee will cease to exist and must undergo a re-forming process as understood in Article VIII, Section 3, Clause 3.1. The three years—as discussed in Article VIII, Section 3, Clause 3.5—will also reset.

Clause 3.8    Ex-officio members of ad-hoc committees are expected to serve as a liaison between the ad-hoc committee and the EC. If the ex-officio fails to perform the duties of their position, members should contact the President via their official MATC email. If the President is the ex officio in question, the ad-hoc committee should contact the Vice President via their official MATC email.

Clause 3.9    Current Ad-hoc Committees: Accessibility (2021), Anti-Racism (2021), Bylaws (2021),  Conference Planning (2021), Land Acknowledgement (2019).

ARTICLE IX. FELLOWS

  1. 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.
  2. 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

  1. 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 them 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, ad-hoc and standing committees, 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 according to voting procedures as outlined in Article VI, Section 4.

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.