BYLAWS OF

As Amended by the Board of Directors August 26, 2002
ARTICLE I Title and Purpose
ARTICLE II Office and Books
ARTICLE III Fiscal Year
ARTICLE IV Membership and Dues
ARTICLE V Board of Directors
ARTICLE VI Officers
ARTICLE VII Committees
ARTICLE VIII Elections
ARTICLE IX Finances
ARTICLE X Property and Investments
ARTICLE XI Dissolution
ARTICLE XII Staff
ARTICLE XIII Amendments to the Bylaws
ARTICLE XIV Original Ratifications of Bylaws
ARTICLE XV Effective Date

ARTICLE X
Property and Investments

The funds of this Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise; stocks; bonds; or other securities as the Board of Directors may deem desirable, subject to limitations, if any, now imposed, or which may thereafter be imposed, by law regarding such investments.

ARTICLE XI
Dissolution

Section 1: DISTRIBUTION. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501( c ) ( 3 ) of the Internal Revenue Code.

Section 2: No part of the net earnings of this corporation shall ever inure to or for the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.

Section 3: Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1986.

ARTICLE XII
Staff

Section 1: The Corporation's Board of Directors may, at its discretion, appoint an Executive Director and/or any other support staff as required to successfully execute the purposes and goals of the Corporation.

Section 2: An employee may not hold office in, or be an employee or board of directors member of any organization that is a member of Theatre Puget Sound without prior approval of the Executive Committee.

Section 3: STAFF EXPENSES. All Corporation expenses shall be disclosed to the Board of Directors on at least an annual basis through inclusion in budgets, financial statements, or other appropriate TPS financial documents.

ARTICLE XIII
Amendments to the Bylaws

Section 1: Proposed amendments must be submitted to the Executive Committee in sufficient time to prepare copies of the text and to deliver said copies to the Board of Directors via fax, regular post, email, or personal transport at least two (2) weeks prior to the board meeting at which the amendment(s) will be considered.

Section 2: After consideration and any revision(s), the proposed amendment(s) shall be voted upon at a meeting of the board called pursuant to ARTICLE IV of these Bylaws.

Section 3: At that time, an affirmative vote of two-thirds (2/3) majority of the board membership shall pass proposed amendment. Written proxy votes (delivered via email, fax, regular post, or personal transport) will be accepted at time of vote.

ARTICLE XIV
Original Ratifications of Bylaws

Section 1: These Bylaws shall be ratified by a vote of two thirds (2/3) of the Board Members, constituting a quorum, at a special meeting called for this purpose on January 26, 1998.

Section 2: For the purposes of this Article, the founding members shall be defined as those theaters or theater companies listed in Exhibit A who have, or will have, attended at least one (1) of the Corporation’s organizational meetings in the first fiscal year.

ARTICLE XV
Effective Date

Section 1: The effective date for these Bylaws, as amended, shall be August 26, 2002.

Secretary of the Board of Directors
Date: August 26, 2002.