BY-LAWS

Francis Wilson Playhouse, Inc.

I NAME

The name of this non-profit corporation shall be FRANCIS WILSON PLAYHOUSE, INC. formerly Little Theater of Clearwater, Inc.

II PURPOSE

The purpose for which the Corporation is organized is: to foster, encourage, promote and develop the artistic and theatrical abilities and talents of people, to promote and encourage public acceptance of and recognition for the fine arts, to develop talent and train its members in all branches of the dramatic art, and to produce stage plays and theatrical productions of any type for the entertainment and benefit of its members, in keeping with local community standards.

III MEMBERSHIP

A. A member is a person who has purchased any category of full subscription (eight (8) performances) or short season subscriptions (six (6) performances) for the current membership year defined as August 1st of one year to July 31st of the next year. A membership includes one (1) ticket to all scheduled productions of the subscription category and entitles the member to all privileges and responsibilities of membership.

B. Prestige classes of membership such as “Co-Producer”, “Angel”, “Patron” and “Sustainer” may be authorized by the Board of Directors from time to time. Unless otherwise specifically authorized by the Board of Directors, (i) a Co-Producer shall be entitled to six (6) full season tickets, (ii) an Angel shall be entitled to four (4) full season tickets, (iii) a Patron shall be entitled to two (2) full season tickets, and (iv) a Sustainer shall be entitled to one (1) full season ticket. Prestige Members shall be entitled to vote at all membership meetings the same number of votes as the number of tickets issued for that class of Prestige Membership, provided that the Prestige Member designates, in advance, a specific individual, other than the Prestige Member, to be the recipient of, and voter for, each Prestige Member ticket.

C. Honorary Membership may be conferred by a two-thirds (2/3) vote of the Board of Directors at a regular or special meeting. An Honorary Member has the same rights and privileges as a member.

D. All members may vote at any meeting of the membership and are eligible for election to the Board of Directors. A member may vote either in person or by a proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after the duration of 3 months from the date thereof unless otherwise so provided in the language of the proxy.

IV ELECTION AND DUTIES OF BOARD OF DIRECTORS

A. Election

1. The affairs of the Corporation shall be managed by a Board of Directors consisting of twelve (12) members. The twelve (12) members shall be elected by and from the membership of the Corporation at the annual meeting. All directors must be current season members while serving.

2. Four (4) members of the Board of Directors shall be elected by the membership each year, for a term of three (3) years to replace such elected members whose terms have expired.

3. The Board of Directors shall have the authority but not the obligation to elect up to three non-voting Directors-at-Large who shall serve for a term of not more than two years, and may be re-elected for subsequent terms at the discretion of the Board of Directors. Duties and obligations of each Director-at-Large shall be defined by the Board of Directors at the time of their election.

4. The Board of Directors shall elect replacement members of the Board of Directors to serve the remaining portion of any unexpired Board Members terms which becomes vacated between annual meetings.

5. At a meeting of Members called expressly for that purpose, any director or the entire Board of Directors, may be removed, with or without cause, by a vote of the majority of the members then entitled to vote at an election of directors.

6. These By-Laws shall specifically permit a member of the Board of Directors to serve in such a capacity when other business or personal activities would normally preclude him from doing so because of a conflict of interest or an abandonment of his fiduciary responsibilities, provided however, that director shall be restricted from voting on any action when such a conflict of interest may exist. Further, any member of the Board of Directors who believes a potential conflict of interest may exist must so announce same at the beginning of discussions on that subject or at the beginning of a meeting of the Board of Directors and the same will be so recorded in the minute book.

B. DUTIES

1. The Board of Directors shall have general charge of the affairs and custody of the funds and property of the Corporation. At the close of each fiscal year, an accounting firm selected by the Board of Directors shall review all accounts. The accounting firm’s principals may not be members of the Board of Directors. The accounting review shall be completed within ninety (90) days after the end of the fiscal year.

2. The Board of Directors shall have the power to remove any officer, Board of Directors member, or committee chairman for cause, by a three-fourths (75%) vote of those present at a Board of Directors meeting, if a quorum is met.

3. Each Board of Directors Member shall be provided a current copy of the By-Laws, as amended.

4. Directors and officers of the Corporation shall serve without compensation. However, actual and reasonable expenses incurred by a director or officer during the normal course of their official duties shall be reimbursed upon the approval of the Board of Directors.

5. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains on the record from voting in respect thereto.

V ELECTION AND DUTIES OF OFFICERS

A. A President, a First Vice-President, a Second Vice-President, a Treasurer, a Vice-President of Investments, and a Secretary are to be elected by, and from, the Board of Directors, to serve for one (1) year.

B. The President shall act as Chairman of the Board of Directors and shall be an ex-officio member of all committees. He shall preside at all meetings of the Corporation and at all meetings of the Board of Directors. He shall call special meetings of the Board of Directors at his discretion and Special Meetings of the members when he shall consider the same necessary.

C. The First Vice-President shall assist the President in the performance of his duties and, in his absence, perform the duties of the President.

D. The Second Vice-President shall assist the President and the First Vice-President in the discharge of their duties and in their absence perform the duties of the President or the First Vice-President, as applicable.

E. The Treasurer shall be custodian of the funds of the Corporation and shall be entitled to demand, and receive, all monies pertaining thereto.

1. The Treasurer shall pay all bills authorized by the Board of Directors. The Treasurer shall keep a correct account of all receipts and disbursements. The Treasurer shall keep bank accounts in the name of the Corporation and shall verify deposit of all monies to the credit of the Corporation in banks designated by the Board of Directors.

2. The Treasurer shall submit a written report to the Board of Directors at its regular monthly meeting, showing all monies received, and paid as Treasurer during the preceding month and the balance then in his custody. At the Annual Meeting of the Corporation, the Treasurer shall submit a similar report covering the preceding fiscal year, ending December 31st.

3. The Treasurer shall prepare an annual budget for the Corporation to be submitted to the Board of Directors at its regular November meeting. Upon approval by the Board of Directors the approved annual budget shall be presented to the membership then present at the Annual Meeting of the Membership.

F. The Vice-President of Investments shall be responsible for all capital funds of the theatre held for investment purposes and not employed for on-going annual budget operations. The Vice-President of Investments, in accordance with an investment plan approved by the Board of Directors, shall report all investment activities to the Board of Directors at all Directors meetings. Theatre funds transmitted to, and received from, investments shall be under the signature of the Treasurer.

G. The Secretary shall keep a true record of the Annual and Board of Directors meetings and submit these minutes to Board of Directors members within fourteen (14) days after each annual meeting and each Board of Directors meeting.

VI MEETINGS

A. Regular meetings of the Board of Directors shall be held once each calendar month. Special meetings of the Board of Directors may be held at the discretion of the President, or at the written request of three (3) Board of Directors members. Eight (8) members of the Board of Directors shall constitute a quorum.

B. The Annual Meeting of the Corporation for the election of directors and any additional business to be brought before it shall be held on a date between March and July of each year which exact date shall be determined at a regular or special meeting of the Board of Directors of the Corporation held not less than 120 days prior to the proposed date. Eighteen (18) members shall constitute a quorum at the Annual Meeting. Written notice of the Annual Meeting shall be mailed to the members by first class mail not less than thirty (30) days prior to the date determined for the meeting.

C. A Special Meeting of the members of the Corporation may be called by the Board of Directors or by the written request of 11% of the members. At special meetings of the Corporation, twenty-four (24) members shall constitute a quorum. Special meetings shall have the purpose stated in the call and written notice thereof shall be given to all members. A Special Meeting shall be called for a date not less than ten (10) nor more than thirty (30) days after notice to the members is made. The call for a meeting shall be issued by the Secretary.

D. Only current members may vote at any meeting.

E. All meetings will be conducted in accordance with Robert's Rules of Order, except as specified herein.

F. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to vote at such meeting unless the reconvened date for the adjourned meeting is less than fifteen (15) days from the date of adjournment.

G. A Special Meeting of the members may occur at any time without notice when the majority of the members or the Members of the Board of Directors (as applicable) entitled to vote at such a meeting so agree and sign a waiver to that effect. Members able to hear, speak and vote via telephone, or similar device, shall be considered in attendance at such a meeting. Communiqués transmitted and received via facsimile or other electronic devices to and from members before and during such a meeting, which communiqués emanate from, or are received by, the secretary of a meeting shall be considered as submitted or received as if the member were personally present at the members meeting.

H. Any action required to be taken at a regular meeting of the Board of Directors, or any action which may be taken at a Special Meeting of the Board of Directors, or a committee thereof, may be taken without a formal meeting if a consent in writing, including writings transmitted and received by electronic mail or facsimile, setting forth the action so to be taken, signed by the majority of the directors, or the majority of the members of the committee, (as the case may be), is filed in the minutes of the proceedings of the Board of Directors or of the minutes of the committee. Such consent shall have the same effect as a majority vote.

I. Meetings of members and the Board of Directors shall be held at the Francis Wilson Playhouse, Clearwater, Florida, or at such other place as may be designated by the majority of the Board of Directors.

VII PAID STAFF

The General Manager, Guest Directors and other paid staff may be employed for specific periods or plays without regard to membership. Other staff may be engaged as necessary within the fiscal abilities of the Corporation as approved by the Board of Directors.

VIII COMMITTEES

A. Committee Chairmen shall be appointed by the President, from, and ratified by, the Board of Directors, and may be any committee that the Board of Directors deems appropriate for the operation of the theatre or any of its financial or administrative functions. The Chairman of each committee shall appoint additional persons to serve on each committee. Each committee must have at least two (2) season members, but may have as many additional committee members as the Chairman desires. A majority of the members of any committee shall constitute a quorum for the transaction of business. Any Committee so appointed shall have the duties and authority of that committee defined at the time of appointment and such shall be recorded within the minutes of that meeting.

B. Nominating Committee

1. At least ninety (90) days prior to the annual meeting, the Board of Directors shall elect a nominating committee of at least two (2) members, none of whom shall be members of the Board of Directors. The Membership Chairman shall serve as advisor to the Nominating Committee to verify nominees' eligibility.

2. At least sixty (60) days prior to the annual meeting, the Nominating Committee shall present to the Board of Directors a list of qualified candidates for positions on the Board of Directors.

3. At least thirty (30) days prior to the annual meeting, the Board of Directors shall publish and present this Nominating Committee Board of Directors candidate list to the membership. Any member may make additional nominations from the floor, at the annual meeting, of additional qualified candidates for election to the Board of Directors.

4. The four (4) candidates, from the complete list of nominees, receiving the largest number of votes at the annual meeting shall serve on the Board of Directors for a term of three (3) years. Any remaining vacancies on the Board of Directors then existing must also be filled for the balance of that unexpired term. All members of the Board of Directors must be members in good standing to serve on the Board of Directors.

IX BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees of the Board of Directors. The corporation shall keep at its principal place of business a record of its members, giving the names and addresses of all members. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable period of time.

X CORPORATE SEAL

The Board of Directors shall provide a corporate seal.

IX CHANGE OF BY-LAWS

These By-Laws may be changed or amended at any Annual Meeting provided that the notice of a proposed change shall have been presented to the members in the form of a written notice at least thirty (30) days prior to the meeting. A two-thirds (2/3) vote of those voting shall be necessary for the adoption of any change in, or amendment to, the By-Laws.

Adopted March 7^th, 2009, with amendments, at the Annual Membership Meeting at the Francis Wilson Playhouse, Clearwater, Florida.

._________________________________________.

Peggy Reay-Jones, By-Laws Committee Chairman

Francis Wilson Playhouse, Inc., formerly Little Theatre of Clearwater, Inc.

By-Laws Revision History

Revised, presented and amended: June 10, 1986.

Revised, presented and amended: June 13, 1989.

Revised, presented and amended: June 11, 1991.

Revised, presented and amended: June 17, 1997.

Revised, presented and amended: June 15, 1999.

Revised, presented and amended: June 13, 2000.

Revised, presented and amended: June 7, 2003.

Revised, presented and amended: March 7, 2009.