Junius B. Booth Society, Inc.

Section 1. Bylaws. These bylaws of the JUNIUS B. BOOTH SOCIETY, Inc. (the Society) are supplemental to, and hereby incorporate by reference all the applicable provisions of, the Charter of the Society setting forth its purpose and qualifications as a charitable corporation as recorded among the records of State Department of Assessments and Taxation of Maryland.

Section 2. Purpose of Organization. This corporation is organized exclusively for educational, literary, and research purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation shall support the education of the public in:

• the theatrical arts
• the Booth family history
• other Booth family historical sites located in Harford County
• owners, slaves, farmers, craftsmen and others connected to the Tudor Hall farm
• American history of the 19th century
• building restoration and preservation
• Booth related literary works

In order to fulfill these goals, the purpose includes support of the restoration and preservation of:

• Tudor Hall (house, grounds, and outbuildings)
• other Booth related buildings or sites located in Harford County, MD
• Booth related literary works

Finally, the purpose includes providing a worldwide resource for research and study of aspects of the historical, political and social problems of all the subjects listed above.

Section 3. Non-discrimination. The JUNIUS B. BOOTH SOCIETY, Inc. encourages the support and participation of all interested persons regardless of political or religious opinion or affiliation, marital status, race, color, creed or national origin, sex or age, or physical or mental disability.

Section 1. Memberships. Individuals, families (two members of the same household), and organizations interested in supporting the purposes of the Society may obtain voting memberships by paying the dues established from time to time by the Board of Directors. No applicant shall be denied membership unless the Board determines by majority vote that such membership would not be in the best interest of the Society. Members in good standing shall be entitled to vote and receive the benefits of membership. There shall be three classes of voting memberships:
      (A) Annual Individual. Entitled to one vote and one copy of each regular communication of the Society and each free-to-members publication.
      (B) Annual Family. A family membership is defined as a group of no more than two adults. Each family membership is entitled to two votes (provided two adults are present to vote), with the household to receive one copy of each regular communication of the Society and each free-to- members publication. The admission price, if any, to Society events shall be the same for each person in a family membership as for an individual member. The dues for family memberships shall be somewhat larger than those for individual memberships, as prescribed by the Board.
      (C) Organizational. Entitled to one vote to be cast by the representative designated by the organization, and to one copy of each regular communication of the Society and each free-to- members publications. The Board of Directors may, from time to time, create various categories and levels of organizational memberships, and establish additional privileges of such memberships.

Section 2. Special Memberships. The Board of Directors may from time to time establish such classes of non-voting memberships as are deemed appropriate, such as honorary, corresponding, or reciprocal memberships, without dues or vote, and with whatever privileges the Board may prescribe.

Section 3. Dues. Dues for each calendar year and each class of memberships shall be due the first day of January of that year. Dues shall be established by the Board of Directors at least two months prior to each calendar year in which any changes in dues or membership classes will take effect. Dues for the for the first year will be prorated for the number of months left in the year. Additional dues may be assessed members whose place of residence requires greater than normal postage for mail.

Section 4. Delinquent Members. Any member who fails to pay the current year's dues by the first day of April shall no longer be a member in good standing, and membership privileges shall be suspended.

Section 5. Termination of Membership. Any member may terminate his or her membership by notifying the Treasurer.

Section 6. Active Volunteers. Any member may be exempt from paying dues by listing on the annual bill the volunteer activities performed for the Society in the last year.

The fiscal year of the Society shall be the calendar year.

Section 1. Regular Quarterly Meetings. At least one general meeting shall be held in the calendar year, at the call of the Board of Directors.

Section 2. Annual Meeting. The meeting in the third quarter of the year shall constitute the stated annual meeting to hold elections, receive reports of officers and committees, and for any other business that may arise.

Section 3. Special Meetings. Special meetings may be called by the President or by the Board of Directors or shall be called upon the written request of ten (10) members of the Society served on the Corresponding Secretary. The purpose of the Special Meeting shall be stated in the call.

Section 4. Notice. Notice of meetings shall be mailed to each member at least four weeks before the meeting; the notice shall state the program for the meeting and the substance of any proposed action of the general membership or amendments to these Bylaws. In an emergency a notice of four weeks for a particular meeting of the membership, or a notice of a change of the substance of the meeting, may be waived by a two-thirds affirmative vote of those Board members present and voting at a meeting of the Board of Directors.

Section 5. Quorum. A quorum shall be five (5) per cent of the voting members in good standing.

Section 1. Officers. The officers of the Society shall be a President, Vice-President Recording Secretary, Corresponding Secretary, and Treasurer; whose duties shall be those customary to such offices.

Section 2. Nominations. Candidates for offices shall be chosen by a Nominating Committee appointed by the Director or Directors before the third quarter of the year. The Nominating Committee shall advise each nominee of the responsibilities of the office to be filled. Nominations made by the Nominating Committee shall be presented to the Corresponding Secretary for publication in the notice of the annual meeting,, including a note that nominations may be made from the floor with prior consent of the nominees. Contested elections shall require vote by ballot.

Section 3. Election and Term. Officers shall be elected at the annual meeting of the Society in the even years and shall serve for two years or until their successors are elected. Officers may be re-elected without limitation as to the number of terms. Terms of office begin on the first day of January after the elections.

Section 4. Vacancies. A vacancy in any office shall be filled by the Board of Directors, except in the case of a vacancy in the office of President, when the Vice-president shall become President.

Section 5. Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all revenue and shall, as approved by the Board of Directors of the Society, deposit or invest to the credit of the Society all funds belonging to the Society. The Treasurer shall pay all obligations of the Society authorized by the President or the Board of Directors. The Treasurer shall keep an accurate report of receipts and disbursements and provide a written report of the same at each meeting of the Board of Directors. At the first quarter meeting the Treasurer shall submit an annual report showing the financial standing of the Society. /p>

Section 1. Annual Audit. Should the Treasurer resign the office or die before the expiration of the term, an audited report shall be made showing the financial standing of the Society at the time of resignation.

Section 1. Composition. The Board of Directors shall consist of of one or more persons and the officers,

Section 2. Duties. The business of the Society shall be managed by the Board of Directors. The Board through the President shall report to the Society at each annual meeting and at other times as may be necessary. The Board shall be subject to the orders of The Society, and none of its acts shall conflict with action taken by The Society.

Section 3. Staff. The Board of Directors may maintain a staff and define their duties and responsibilities, in order to carry out the business of the Society.

Section 4. Regular Meetings. The Board of Directors regularly shall meet monthly, except as changed by common consent.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President. In a matter requiring immediate action, a telephone poll of the Board of Directors may constitute a special meeting. Any action taken by telephone poll shall require the majority vote of the entire Board and shall be recorded in the minutes of the next regular meeting.

Section 7. Absence. A Board member will be considered inactive if three consecutive meetings of the Board of Directors are not attended and the absence is unexcused, or if the Board member requests such status. Board members who have had four absences, excused or unexcused, from regular meetings in any one year may be asked by the Board to resign. Written notification will be given by the Corresponding Secretary.

Section 8: Vacancy. Between regular elections, the remaining term of a vacant directorship may be filled by vote of the Board of Directors.

Section 9: Quorum. A majority of the Board of Directors shall constitute a quorum. An inactive member will not be counted in the determination of a quorum.

The Board shall appoint committees and determine the duties, duration and objectives of each committee. The President shall be ex officio a member of all committees except the Nominating Committee.

The Seal of the Society shall be a circular device containing the words "Junius B. Booth Society with a picture of Junius B. Booth Senior at the center of the seal.

No part of the earnings of the Society shall inure to the use or benefit of an individual member or relative of a member. This organization shall not engage in any activities which are not permitted by the Internal Revenue Section 501 (c) (3).

The rules contained in the current edition of Robert's Rules of Order shall govern the Society in all cases in which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

Upon the dissolution of the Society and the discharge of its debts and the settlement of its affairs, any assets of the Society remaining there after shall be conveyed to such organizations then existent, within or without the territory of the Society, as is dedicated to the perpetuation of the objective similar to those of the Society, so long as whichever organization selected by the Society's Board of Directors shall be exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended or under such successor provisions of the Code as may be in effect at the time of the Society's dissolution.

Section 1. Proposal. Amendments to these bylaws shall be recommended to the membership by the Board of Directors. Any member wishing to amend these bylaws shall propose such amendment to the Board of Directors. If the Board of Directors approves a proposed amendment, it shall recommend the amendment to the membership. If the Board does not approve a proposed amendment, it shall be voted upon by the membership if ten members of the Society in good standing request its consideration in writing. The Board of Directors may recommend amendments at any regular meeting or special meeting of the membership, provided that the substance of the proposed amendment is announced in the notice of the meeting.

Section 2. Adoption. An affirmative vote by two-thirds of the members voting shall be required to adopt an amendment to these bylaws.