Section 1.  Management.  The management of the Corporation, its affairs, properties and assets, is vested in a Board of Directors, consisting of up to eleven (11) elected members of the Corporation; and any and all appointed officers.

Section 2.  Term of Office.  The Members of the Board of Directors shall serve for a term of one (1) Season as defined in Article III, Section (1) (d).

Except for resignation, death, or removal pursuant to ARTICLE III, Section (4), each Director shall serve for the term during which he/she is elected.  Vacancies in the Board of Directors, however arising, may be filled for any unexpired portion of a term by majority vote of the Directors present and constituting a Quorum at any regular meeting or at a Special Meeting duly called for the purpose.

Section 3.  Meetings of Directors.  The Board of Directors shall hold meetings at such intervals as the Board may determine in advance.  Special meetings may be called by the President or by any three (3) members of the Board of Directors, specifying the purpose of the meeting.  Five (5) days notice in writing or by e-mail of the time and place of a Special Meeting shall be given all Directors.  No other business than that specified in the notice shall be conducted at a Special Meeting.

1. Notice of any meeting of the Board of Directors shall be posted at the theatre and/or on the Corporation's public website at least 5 days before the meeting.
2. Any Director missing three (3) consecutive board meetings shall be removed from the Board.  Any exceptions to this ruling will be made by a majority of the remaining Board members.
3. A Board member attending any meeting via telephone or other electronic means shall be deemed to be present at the meeting, provided that all present Board members can hear and understand the distant member, and vice-versa.
4. In the event that a time-sensitive issue arises that cannot wait for a Special meeting, the Board may hold an ad-hoc e-mail vote, provided a method for doing so shall have been established by the current Board beforehand, preferably at the first scheduled Board meeting of the fiscal year.  Any such e-mail vote must be recorded in the minutes of the next scheduled Board meeting.

Section 4.  Quorum.  The number of members of the Board necessary to constitute a Quorum shall be a majority of the members of the Board serving and except as otherwise expressly provided herein, all resolutions, appointments, directions or other acts of the Board of Directors shall be by a majority of those present and constituting a Quorum at any meeting.  Each person shall have one (1) vote.

Section 5.  Duties and Powers.  It shall be the duty of the Board of Directors to act on behalf of the members of the Corporation and carry out the objects and purpose of the Corporation, subject to these Bylaws.  They shall have the power to:

1. Admit members;
2. Remove, suspend and expel members;
3. Fill vacancies of officers until the next succeeding Annual Meeting of the Corporation;
4. Appoint, direct and dismiss all Independent Contractors;
5. Make and amend rules for members;
6. Approve the final selection concerning productions to make up the Season, including play selection and the performance dates thereof;
7. Extend the number of performances for any production as warranted by circumstances including but not limited to: sales, weather or public interest;
8. Fix the amount of any Dues and assessments;
9. Inspect the corporation's books, records, documents of every kind and physical properties at any reasonable time.  The inspection may be made in person or by the director's agent or attorney.  The right of inspection includes the right to copy and make extracts of documents; and
10. All other powers customarily given to the Board of Directors of a corporation or given elsewhere in these Bylaws, and all powers reasonably necessary to carry out the purpose of the Corporation.

Section 6.  Titles.  The officers of the Corporation shall always consist of a President, Secretary and Treasurer.  Additionally, there may be up to eight (8) other elected officers to handle the duties of membership development, facilities management, sales and marketing, publicity, public relations, box office, house management, production oversight, historical archive of Corporation activities, newsletters, administrative records, maintenance of the Corporation's real and physical property and whatever other duties the elected officers may deem necessary to carry out the purpose of the Corporation.

The elected officers acting as a committee may appoint such other officers or agents as they shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers as shall be determined by said elected officers, however, only those officers duly elected by the general membership at an Annual or Special Meeting of the Corporation shall be entitled to vote on behalf of the Corporation on matters arising before the Board of Directors.

The titles and duties of the elected officers shall be as follows:

1. (PRESIDENT)  The President presides over all scheduled meetings of the members of the Corporation, as well as those of the Board of Directors.  The President may also call and preside over Special Meetings of the general membership, as well as the Board of Directors, as circumstances warrant.  The President is an Ex-Officio member of all Committees.
2. (TREASURER)  The Treasurer is responsible for managing all financial and fiscal requirements for the Corporation.  These duties include, but are not limited to:
   1. Maintain all banking accounts and bank relationships; Reconcile monthly bank account statements;
   2. Collect and deposit all monies generated by the Corporation, including performance receipts, member dues, advertising revenues, etc.;
   3. Ensure all Corporation liabilities are paid in a timely manner; Maintain all financial and fiscal records;
   4. Develop annual and individual performance budgets, and track actual income and expenses against said budgets; and
   5. File all required State of Connecticut and Federal tax documents and Generate an Annual Report at the end of each fiscal year.  The Board of Directors shall approve all budgets.  The Board of Directors shall approve all non-budgeted expenditures in excess of ten (10) times the regular ticket price.
   The Treasurer is first in succession to the Presidency.
3. (SECRETARY)  The Secretary shall be responsible to:
   1. keep and make available minutes of all general membership meetings and Board Meetings;
   2. secure rights of production for all plays chosen for the ensuing Season prior to the beginning of that Season;
   3. order scripts for all plays chosen for the ensuing Season in a timely manner;
   4. draft or prepare any formal communications to be delivered on behalf of the Board of Directors; and
   5. coordinate all mass mailings by or on behalf of the Board of Directors to the general membership.
   The Secretary is second in succession to the Presidency.
4. (PUBLICITY DIRECTOR)  The Publicity Director shall be responsible to prepare and arrange for all publicity for the Corporation including releases of a general character and those related to individual productions.  Publicity activities not related to individual productions shall be subject to the prior approval of the Board of Directors.
5. (SALES & MARKETING DIRECTOR)  The Sales & Marketing Director shall be responsible for preparation of the program for each theatrical production including design, printing, and the solicitation of advertising contributors to support the cost thereof.  The Sales & Marketing director shall also be responsible for coordinating the content and preparation of the Corporation's newsletter.  Said newsletter is to be distributed prior to each production during a Season.
6. (MEMBERSHIP DEVELOPMENT DIRECTOR)  The Membership Development Director shall be responsible to ensure that an active and timely campaign for paid membership is made each year, at the start of the Season.  Efforts should be made each Season to enlarge the roster.  The Director shall be responsible for maintaining an up-to-date membership list, keeping accurate records of memberships issued and, where appropriate, of funds transmitted to the Treasurer.  Subject to the prior approval of the Board of Directors, the Membership Development Director may coordinate with other members of the Corporation and/or arrange with community service groups and others for the conduct of a vigorous membership campaign.
7. (HOUSE MANAGER)  The House Manager is responsible for all activities that take place in the outer lobby, main seating area, snack bar and other general public areas of the theatre and is responsible for providing the best possible service to the audience.  The House Manager shall obtain or appoint a coordinator to obtain ushers and concession personnel for each performance.
8. (BOX OFFICE MANAGER)  The Box Office Manager shall be responsible for the establishment and operation of the box office for all theatrical productions, including the printing and distribution of tickets, the collection of admissions, and the transmittal of such funds, with a full accounting, to the Treasurer.
9. (FACILITIES MANAGER)  The Facilities Manager shall be responsible to maintain the real property of the Corporation by regular inspection and upkeep.  Such responsibilities shall include but are not limited to:
   1. keep the grounds and public areas of the theatre safe for public use (e.g., ensure adequate lighting, safe stairs and railings, properly marked and accessible fire exits, etc.);
   2. maintain the plumbing, electrical and heating systems of the theatre;
   3. report any matters of concern or needed capital improvements to the Board of Directors in a timely manner;
   4. obtain multiple estimates from and check references of contractors for needed repairs and improvements for submission to and consideration by the Board of Directors;
   5. perform normal upkeep on the physical plant of the real property of the Corporation;
   6. prepare for and coordinate all fire inspections of the Corporation's real property; and
   7. ensure compliance with applicable codes and regulations.
10. (AT-LARGE MEMBERS)  Up to two, who shall perform such duties as determined by the Board of Directors.