By-Laws of the College of Fellows of the American Theatre - The College of Fellows of the American Theatre

a California Nonprofit Public Benefit Corporation

ARTICLE I OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in Los Angeles County, California.

SECTION 2. CHANGE OF ADDRESS

The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise.

The Board of Fellows may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

9811 Pounds Avenue; Whittier, CA 90603 March 15, 1994

3823 Beverly Glen Blvd; Sherman Oaks, CA 91423 Dated: April 20, 1996_____________

__________________________________________ Dated: ___________________________

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Fellows may, from time to time, designate.

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ARTICLE II PURPOSES

The primary purpose of this corporation shall be to promote and encourage the highest standards of research and creativity in educational and professional theatre through the recognition and honoring of distinguished service and accomplishment in the field of theatre by individuals of acknowledged national stature.

ARTICLE III MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

Members as referred to in these Bylaws are to be known as Fellows.

The corporation shall have only one class of membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions. Pursuant to Section 5310 (b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation, or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require approval of the Board of Fellows.

Fellows of this corporation are authorized to designate membership in the College of Fellows of the American Theatre by adding the letters ATF following their name at any time.

SECTION 2. QUALIFICATIONS OF MEMBERS

The Board of Fellows shall invite into membership those persons:

a) nominated by a Fellow as meeting the standards of recognized distinguished service and accomplishment,

b) endorsed by two other Fellows,

c) and selected for membership by the Board of Fellows after review of all nominees.

SECTION 3. ADMISSION OF MEMBERS

Those persons approved for membership must present themselves for Investiture into the College of Fellows of the American Theatre at a time and place and in a manner determined by the Board of Fellows.

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SECTION 4. FEES, DUES AND ASSESSMENTS

(a) Fellows may not be required to pay dues or fees, however, the Board of Fellows may recommend annual dues or fees payable to the corporation by Fellows in such amount as may be determined from time to time by resolution of the Board of Fellows.

(b) Memberships shall be nonassessable.

SECTION 5. NUMBER OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 6. MEMBERSHIP BOOK

The corporation shall keep a membership book containing the name and address of each Fellow. Termination of the membership of any Fellow shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office, or at such other place within or without the State of California as may be designated from time to time by resolution of the Board of Fellows, and shall be available for inspection by any Fellow of the corporation during regular business hours.

The record of names and addresses of the Fellows of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member’s interest as a member.

SECTION 7. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS

No Fellow may transfer for value a membership or any right arising therefrom.

SECTION 9. TERMINATION OF MEMBERSHIP

The membership of a Fellow shall terminate upon his or her notice of such termination delivered to the Dean or other officer of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail, or as specified in the notice. All rights of membership cease upon the member’s death.

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SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a Fellow in the corporation shall cease on termination of membership as herein provided.

ARTICLE IV MEETINGS OF FELLOWS

SECTION 1. PLACE OF MEETINGS

Meetings of Fellows shall be held at the John F. Kennedy Center for the Performing Arts

in Washington, DC, or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Fellows.

SECTION 2. ANNUAL MEETING

The Fellows shall meet annually each spring at the John F. Kennedy Center for the Performing Arts in Washington, DC, or at such other place or places within or without the State of California as may be designated by the Board of Fellows, for the purpose of elections, investiture of new Fellows, and the adoption of such resolutions as may be presented to the Fellows present at the annual meeting.

SECTION 3. SPECIAL MEETINGS OF FELLOWS

Special meetings of the Fellows members shall be called by the Dean of the College of Fellows of the American Theatre at a time and place designated by the Dean upon no less than 21 days notice to the Fellows of the corporation.

SECTION 4. CONDUCT OF MEETINGS

Meetings of Fellows for the purpose of Investiture of new Fellows shall be presided over by the Dean, or in his or her absence, by a Dean pro tem chosen by the Board of Fellows. The Secretary of the corporation shall act as Secretary of all meetings, or in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Meetings shall be governed by Roberts’ Rules of Order.

ARTICLE V BOARD OF FELLOWS

SECTION 1. NUMBER

The corporation shall have a governing Board of Fellows consisting of the Dean, the immediate past Dean or the Dean Elect, in alternate years, and 8 members (one of whom is the appointed Board Secretary and one of whom is the appointed Treasurer).

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SECTION 2. TERM OF OFFICE

(a) The term of each member of the Board shall be three years with two new members elected each year.

(b) The immediate past Dean shall serve during the year following incumbancy.

(d) The Board Secretary and the Treasurer shall each serve three years.

SECTION 3. NOMINATION AND ELECTION PROCEDURES

(a) The Board of Fellows shall nominate members from the Fellows of the corporation to fill each vacancy on the Board.

(b) The nominations shall be placed before the members and the election shall be conducted by those members of the College of Fellows of the American Theatre in attendance at its annual meeting in the spring of each year.

SECTION 4. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Fellows.

SECTION 5. DUTIES

It shall be the duty of the Board of Fellows to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.

(b) Appoint and remove, employ and discharge, and , except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.

(d) Meet at such times and places as required by these Bylaws.

(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed to them at such addresses shall be valid notices thereof.

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SECTION 6. COMPENSATION

Board members shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Board meetings upon a resolution of the Board of Fellows to that effect. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Board members may not be compensated for rendering services to the corporation in any capacity other than as Board member unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

SECTION 7. RESTRICTION REGARDING INTERESTED BOARD MEMBERS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49 %) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons” means either:

(a) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Board member as a Board member; or

(b) any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 8. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by resolution of the Board of Fellows, or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Fellows. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all members of the Board of Fellows given either before or after the meeting and filed with the Secretary of the corporation, or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Board members participating in such meeting can hear one another.

SECTION 9. REGULAR ANNUAL MEETING

The regular annual meeting of the Board of Fellows shall be in the spring at the time of the Investiture of new Fellows at the time and place determined by the Board of Fellows.

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SECTION 10. SPECIAL MEETINGS

Special meetings of the Board of Fellows may be called by the Dean, the Secretary, or by any two Board members, and such meetings shall be held at the place, within or without the State of California, designed by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

SECTION 11. NOTICE OF MEETINGS

The Secretary shall send out notice of the regular meeting of the Board at least one week prior to the meeting. Special meetings of the Board shall be held upon four (4) days’ notice by mail, phone, or digital means. Notice shall be given of any adjourned regular or special meeting to Board members absent from the original meeting if the adjourned meeting is to be held more than twenty-four (24) hours from the time of the original meeting.

SECTION 12. CONTENTS OF NOTICE

Notice of meetings shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

SECTION 13. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the Board of Fellows, however called and noticed or whenever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Board member not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waiver, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 14. QUORUM FOR MEETINGS

A quorum shall consist of a simple majority of the Board of Fellows. Except as otherwise provided by law, no business shall be considered by the Board of Fellows at any meeting at which a quorum, as herein defined, is not present, and the only motion which the Dean shall entertain at such meeting is a motion to adjourn.

The Board members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting

due to a withdrawal of Board members from the meeting, provided that any action thereafter taken must be approved by a majority of the required quorum for such meeting, or such greater percentage as may be required by law.

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SECTION 15. MAJORITY ACTION AS BOARD ACTION

Every act done or decision made by a majority of the Board present at a meeting duly held at which a quorum is present is the action of the Board of Fellows, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial

interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION 16. CONDUCT OF MEETINGS

Meetings of the Board of Fellows shall be presided over by the Dean, or in his or her absence, by a Dean pro tem chosen by a majority of the Board members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Roberts’ Rules of Order, as such rules may be revised form time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION 17. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Fellows under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this section only, “all members of the Board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Board. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Fellows without a meeting and that the Bylaws of this corporation authorize the Board so to act, and such statement shall be prima facie evidence of such authority.

SECTION 18. VACANCIES

Vacancies on the Board of Fellows shall exist on the expiration of a term of office,

or on the death, resignation or removal of any Board member.

The Board of Fellows may declare vacant the office of a Board member who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by

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final order of judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

A Board member may removed without cause by resolution of a majority of the Board of Fellows then in office.

Any Board member may resign from the Board effective upon giving written notice to the Dean or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. No Board member may resign if the corporation would then be left without a duly

elected Board member in charge of its affairs, except upon notice to the Attorney General of the State of California.

Vacancies on the Board of Fellows shall be filled at the time of the annual meeting according to Article V, Section 3.

SECTION 19. NON-LIABILITY OF THE BOARD OF FELLOWS

The Board members shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 20. INDEMNIFICATION BY CORPORATION OF BOARD MEMBERS,

OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person, who is, or was, a Board member, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, herein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with, the requirements of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 21. INSURANCE FOR CORPORATE AGENTS

The Board of Fellows may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Board member, officer, employee or other agent of the corporation) against any liability other than for violation of provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising

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out of the agent’s status as such, whether or not the corporation would have the power to

indemnify the agent against such liability under the provision of Section 5238 of the California Public Benefit Corporation Law.

ARTICLE VI OFFICERS

SECTION 1. NUMBER OF OFFICERS

The elected officers of the corporation shall be a Dean, and in alternate years, a Dean Elect.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any Fellow may serve as an officer of this corporation.

In alternate years the Board of Fellows shall nominate a current or former member of the Board to serve as Dean Elect..

The nomination shall be placed before the members and the election shall be conducted by those members of the College of Fellows of the American Theatre in attendance at its annual meeting in the spring of each year.

The Dean Elect shall serve one year and will be elected one year prior to the expiration of the term of the current Dean.

The term of office of the Dean shall be for two years.

SECTION 3 SUBORDINATE OFFICERS

The Board of Fellows may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, and have such authority, and perform such duties as may be prescribed from time to time by the Board of Fellows.

The Board Secretary, the Corporate Secretary, and the Treasurer shall be appointed by the Dean, with the approval of the Board. The Secretary and the Treasurer shall serve three years; the Corporate Secretary shall serve until a successor is appointed. Offices may be combined at the discretion of the Dean.

SECTION 4. REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the Board of Fellows, at any time. Any officer may resign at any time by giving written notice to the Dean or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this

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Section shall be superseded by any conflicting terms of contract which have been approved or ratified by the Board of Fellows relating to the employment of any officers of the corporation.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer may be filled by pro tem appointment by the Board of Fellows to serve until the next annual meeting.

SECTION 6. DUTIES OF THE DEAN

The Dean shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Fellows, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by

these Bylaws, or which may be prescribed from time to time by the Board of Fellows. Unless

another person is specifically appointed as Dean pro tem of the Board of Fellows, he or she shall preside at all meetings of the Board of Fellows. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Fellows.

SECTION 7. DUTIES OF THE SECRETARIES

The Board Secretary shall:

Certify and keep at the principal office of the corporation, or at such other place within or without the State of California as may be designated from time to time by the Board of Fellows:

(a) the original, or a copy of these Bylaws as amended or otherwise altered to date.

(b) the membership book containing the full and complete list of Fellows and the current addresses of the Fellows.

(c) a book of minutes of all meetings of the Board, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present at the meeting, and the proceedings thereof.

(d) the corporate seal of the College of Fellows of the American Theatre.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

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Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.

Exhibit at any reasonable time to any Fellow of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws and the minutes of the proceedings of the Board of Fellows of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Dean or the Board of Fellows.

The Corporate Secretary shall:

(a) Make all State and Federal reports and filings as may be required.

SECTION 9. DUTIES OF TREASURER

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Fellows.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Fellows, taking proper vouchers for such disbursement.

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at any reasonable time the books of account and financial records to any Fellow of the corporation, or to his or her agent or attorney, on request therefor.

Render to the Dean and the Board, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

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In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Dean or the Board of Fellows.

SECTION 10. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the

Board of Fellows, and no officers shall be prevented from receiving such salary by reason of the fact that he or she is also a Board member of the corporation, provided, however, that such compensation paid a Board member for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 5, Section 6, of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable public purposes of this corporation.

ARTICLE VII COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Fellows may, by a majority vote of Board members then in office, designate the Dean and two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board of Fellows in the management of the business affairs of the corporation, except with respect to:

(a) The filling of any vacancies on the Board.

(b) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(d) The approval of any transaction to which this corporation is a party and in which one or more of the Board members has a material financial interest, except as expressly provided in Section 5233 (d) (3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the Board of Fellows may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two

(2) the number of its members, or fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

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SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be appointed by the Dean or designated by resolution of the Board of Fellows. Such other committees may consist of persons who are not members of the Board of Fellows. These additional committees

shall act in an advisory capacity only to the Board and shall be clearly titled as “advisory” committees.

ARTICLE VIII EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Fellows, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, 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 monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Fellows, or as otherwise required by law, checks, drafts, promissory notes, order for payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Fellows may designate.

SECTION 4. GIFTS

The Board of Fellows may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

ARTICLE IX CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California, or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Fellows:

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(a) Minutes of all meetings of the Board and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(d) A complete list of Fellows including current addresses.

SECTION 2. CORPORATE SEAL

The Board of Fellows may adopt, use, and at will alter, a corporate seal. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. ANNUAL REPORT

The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

(e) The Dean’s report summarizing the activities of the College of Fellows of the American Theatre.

(f) A listing of current Board members, officers, and members.

(g) A listing of members invested during the year and a brief biographical statement of qualifications.

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The annual financial report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of the Treasurer that such statements were prepared without audit from the books and records of the corporation.

ARTICLE X FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.

ARTICLE XI AMENDMENT OF BYLAWS

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by majority vote of the Board of Fellows.

ARTICLE XII AMENDMENT OF ARTICLES OF INCORPORATION

SECTION 1. AMENDMENT OF ARTICLES

Amendment of the articles of Incorporation of this corporation may be adopted by the approval of a majority of the Board of Fellows.

SECTION 2. CERTAIN AMENDMENTS

Notwithstanding the above Section of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and the names and addresses of the first Board members of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Section 6210 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE XIII PROHIBITION AGAINST SHARING CORPORATE

PROFITS AND ASSETS

No member, Board member, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. Upon dissolution

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or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Fellows, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the initial Board members in the Articles of Incorporation of the College of Fellows of the American Theatre, a California nonprofit corporation, and, pursuant to the authority granted to the Board of Fellows by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of sixteen (16) pages, as the Bylaws of this corporation.

Dated _________________ ________________________________________

Jean Korf, Dean, Board Member

Dated __________________ ________________________________________

Charlotte Kay Motter, Board Member

Dated __________________ ________________________________________

John R. Cauble, Secretary, Board Member

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Fellows of said corporation on the date set forth above.

Dated _______________________ ________________________________________

John R. Cauble, Secretary