Articles, Bylaws, & Rules – Changes

Dear SETC Board of Directors and Members:

It is with great pleasure I share with you proposed changes to the SETC Articles, Bylaws, and Rules (ABR). These changes are submitted for your review and come as a seconded motion from the Executive Committee (approved at our January 2020 meeting); we will vote on these changes at our upcoming meetings in Louisville.

Many of you will recall that I appointed a task force, chaired by Jack Benjamin, at our 2019 convention in Knoxville to review and recommend changes to the ABR.  The group was asked to make language more current and understandable for our members while also making processes more practical so as to assist governance of the organization in becoming more nimble while protecting essential, mission-centric aspects of the organization. They worked diligently throughout the spring and summer and also met during our August meetings in Charlotte. In the fall, they continued working and also shared initial drafts with ExCom, Board, and Advisory members while also requesting feedback and input. It is my belief the result of their work has certainly met the original goals.  I believe the proposed new document is “friendlier” and will assist tremendously with governing our ever growing and changing organization well into the future.

Please join me in thanking the Task Force for their work; members include: Jack Benjamin, chair, Maegan Azar, Tiza Garland, Alan Litsey, Amanda Nelson, Jonathan Michaelsen, Dennis Wemm, and David Wohl.

Respectfully submitted,

Jeff Gibson

Executive Committee, Board of Directors, and Advisory Council Meeting *
Wednesday, February 26, 2020
1:45 PM – 4:30 PM
KY International Convention Center M 108

SETC Annual Business Meeting *
Saturday, February 29, 2020
3:30 PM – 4:15 PM
KY International Convention Center Ballroom D/E

Executive Committee, Board of Directors, and Advisory Council Meeting
Sunday, March 1, 2020
9:00 AM – 11:00 AM
KY International Convention Center M 108

* Vote on Articles, Bylaws, and Rules will take place at these two meetings.


Articles of Incorporation

  • Article I – addition of phrase “hereafter…. Corporation”
  • Article II – reworded for today’s standards
  • Article III – deleted
  • Article V – deleted
  • Article VI – reworded for today’s standards
  • Article VII – reworded for today’s standards
  • Article VIII – reworded for today’s standards


  • Deleted reference to Article/Bylaw and state all as Bylaw I … etc
  • Bylaw I – reworded for today’s standards concerning membership levels
  • Bylaw II – reworded for today’s standards
  • Blended Article IV & V into Bylaw IV and reworded for today’s standards
  • Bylaw VII – define in today’s standards the election process for Executive Committee, State Rep and Division Rep
  • Bylaw IX – removed: Endowment, Publications, Strategic Planning, Personnel from Bylaw and placed them in Rules section. – reworded for today’s standards
  • Bylaw X – reworded for today’s standards
  • Bylaw XI and XII – reworded for today’s standards


  • Rules completely renumber and placed in sections that are in agreement.
  • Reworded for today’s standards
  • Made changes to references of Bylaws/Articles so that they match new Bylaw numbering structure.
  • Deleted rules:
    • I.A-Rule 8. Voting Membership on the Board. No individual may hold more than one voting position on the Board of Directors. (3/8/14) Added to Bylaw III section 2
    • I.A-Rule 11. Student Member Listings for Directory. Student members will not be listed in the Directory. (9/8/07) This rule now included in I.B-Rule9
  • Added rules:
    • I.A-Rule 16. Electronic Voting: The Board may vote on a motion by virtual or electronic means (e.g. e-mail, video or phone conference, etc.) when specific issues arise. When required, the President and Secretary will be responsible for transmitting the question to the Board members. Members will have 48 hours to respond to the request. The president and secretary will tabulate and report the results within 96 hours of the original request as well as reported at the next Board of Directors meeting. A majority of the entire Board membership is required for the motion to pass.
    • IV.B-Rule 7. Hall of Fame: The Southeastern Theatre Conference Hall of Fame recognizes persons, living or deceased, who have made major contributions to the organization. These contributions may be administrative, artistic, and/or financial and have made a significant impact on SETC’s success over a sustained period of time. The Executive Committee may select by private vote up to 3 individuals from those nominated by a member of the organization.
  • Changed rule:
    • I.B-Rule 2. Membership. All memberships, except Life Memberships, are good for one year. Renewal of memberships will be required for the member on their original anniversary date.