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Bylaws
of the
Manhattan Association of Cabarets, Inc.

Organized Pursuant to Section 402 of the Not-For-Profit Corporation Law

ARTICLE I
Members
Section 1. Membership Classifications & Qualifications
Membership in the Association shall be open to all persons actively engaged in the live entertainment industry as
cabaret and jazz performers, comedians, cabaret proprietors, booking agents, press agents, journalists, performers’
agents/personal managers, etc., as well as members of the general public who wish to support cabaret through
participation in MAC, subject to the approval of the Board of Directors or its designated Membership Committee
and the payment of dues as hereinafter set forth.

Section 2. Annual Dues
The dues for members of the Association shall be as set by the Board of Directors. At its sole discretion, the Board
may, from time to time, increase, decrease, or otherwise adjust the dues, and may offer various dues options.
No member shall be entitled to vote on any matter that comes before the membership unless his or her annual dues
have been paid. Dues shall be payable upon application for membership in the Association and annually thereafter.
The term of membership is twelve months, within which term a member may vote at all meetings of the membership
of the Association. The Board may, at its discretion, waive dues for honorary members, members of the Advisory
Board of Directors, members of the press or others it deems appropriate.

ARTICLE II
Association Management
Section 1. Officers and Directors
A. Officers
The Officers of the Association shall be a President, one or two Vice-Presidents, a Secretary, and a
Treasurer. At the Board’s discretion, the President and Secretary positions can be filled by two people
sharing the responsibilities of the office.

Officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by
the Association.

The President shall preside at all meetings of the members and of the Board of Directors, or shall designate
another member of the Board to preside on his or her behalf. The President shall be responsible for general
supervision of the affairs of the Association and shall keep the Board of Directors fully informed and shall
freely consult with them and with other relevant members of the Association or cabaret community,
concerning the activities of the Association. The President shall have the power to appoint such committees
and committee chairpersons as may be required to conduct the business of the Association as outlined in
Article V herein.

The President shall have the power to sign in the name of the Association all contracts authorized with the
approval of two other Directors, at least one of whom must be an Officer. The President shall perform such
other duties as shall from time to time be assigned him by the Board of Directors. No one may serve as
President for four consecutive one-year terms.

Either of the Vice-Presidents, in the absence of the President, shall in general perform the duties of the
President and such duties as shall from time to time be assigned them by the Board of Directors.
The Secretary will act as Secretary of all meetings of the members and of the Board of Directors, and shall
keep the minutes of all such meetings. In addition, the Secretary shall perform all the duties customarily
incident to the office of the Secretary, including correspondence, subject to the control of the Board of
Directors, and shall attend to the giving and serving of all notices of the Association and such other duties
as shall from time to time be assigned by the Board. The Secretary shall also be responsible for maintaining
the records of the Association with respect to rules, regulations and amendments to these Bylaws, and shall
keep an up-to-date list of such matters separate from the minutes of the meetings in which such rules,
regulations or amendments were adopted. Individual duties of the Secretary may be delegated to another
person with the consent of the Board.

The Treasurer shall have the custody of all funds and securities of the Association which may come into his
or her hands. The Treasurer shall keep or cause to be kept full and accurate accounts and shall, in
conjunction with the Membership Committee, maintain an accurate membership roll for the purposes of
voting and payment of dues. He or she shall deposit all monies and other valuable effects of the Association
in the name and to the credit of the Association in such banks or depositories as authorized by the Board of
Directors. Whenever required by the Board of Directors, the Treasurer shall at all reasonable times exhibit
the books and accounts to any officer or director of the Association. He or she shall perform all duties
incident to the position of Treasurer subject to the control of the Board of Directors, and shall, when
required, give such security for the faithful performance of his or her duties as the Board of Directors may
determine.

The Board of Directors may from time to time designate honorary officers, such as an officer Emeritus,
who shall not be members of the Board of Directors unless the Board in its sole discretion deems otherwise.

B. Directors
The Board of Directors of the Manhattan Association of Cabarets, Inc. shall consist of a minimum of ten
(10) persons. The terms “Director,” “Board member,” “member of the Board,” may be used
interchangeably throughout these Bylaws and the powers and duties enumerated in Article IV Section 2
shall apply to all Directors.

Section 2. Nominations
Any member may be a nominee for Board membership upon submission in writing to the Board, on or before the
deadline set by the Board, of the following:
- an expression of the desire to run for Board membership;
- such material as the Board may specify, such as biographical information and a statement of what
the member can offer by serving on the Board.

Section 3. Election
A. Directors
Except as provided in II.3.B, below, or as otherwise expressly provided herein, the Directors of the
Association shall be elected by the general membership. Except as otherwise expressly provided herein,
elections shall occur no earlier than sixty (60) days prior to the annual meeting of the membership. Any
member in good standing at the time of election shall be eligible for election to the Board of Directors.
The vote by the general membership to elect Directors shall be a secret ballot conducted by mail. The
Secretary shall prepare or cause to be prepared a numbered list of persons entitled to vote, certified as
corrected to the date as of which the ballots are issued. Ballot materials shall be prepared and a procedure
for secret ballot by mail shall be observed. An independent agent shall be contracted for the purpose of
receiving and tallying ballots.

Each voting member shall be entitled to one vote for each vacant board seat. A candidate must receive
votes totaling at least 5% of the number of members in order to be elected. The candidates receiving the
highest number of votes up to the number of Directors to be elected shall be elected to serve on the Board,
provided that the votes cast total at least 25% of the number of members. If the number of votes cast total
less than 25% of the number of members , the Board shall elect Directors to fill the vacant seats. If any
candidate receiving the highest number of votes up to the number of directors to be elected shall not have
received votes totaling 5% of the number of members, the Board shall elect a Director to fill that seat.
The Board may employ such additional or alternative procedure for balloting as it may from time to time
determine.

B. Additional Directors
Additional Directors may be elected from among the membership or the public-at-large by majority vote of
the entire Board of Directors at any time.

C. Officers
The Officers of the Association shall be elected by the Board of Directors as soon as possible following the
annual election of Directors.

Section 4. Terms

Each Director elected prior to 2010 shall hold office for a period of two years and until his or her successor is
elected. Each Director elected in 2010 or later shall hold office for a period of three years and until his or her
successor is elected. Each year, approximately one-third of the authorized number of Directors shall be elected to
serve on the Board of Directors.

Each year one half of the authorized number of Directors shall be elected to serve on the Board of Directors.

Section 5. Exclusions, Removals and Vacancies
A. Exclusions
No person may hold more than one Office or Board seat at the same time.

B. Removals
Any Director may be removed for cause by a majority vote of all Directors then in office at a regular Board
meeting or a special meeting of the Board of Directors called for that purpose. The Director being
challenged shall not be permitted to vote on such action. Any Director so removed shall also be removed
from any office and/or committee on which he or she may serve.

Any Director or Officer may be removed, with or without cause, at the annual meeting or at a special
meeting of the members called for that purpose, by a vote of the majority of all members present and
voting, in person or by proxy, provided that a quorum exists.

C. Vacancies
Except as otherwise expressly provided herein, in the case of any vacancy on the Board of Directors, a
successor to fill the unexpired portion of the term may be elected by a majority of the remaining Directors
then in office.

ARTICLE III
Meetings
Section 1. Meetings of the Board of Directors
A. Place of meeting
The Board of Directors may hold their meetings at such place or places within or without the State of New
York as the Board may from time to time determine. Meetings may be held by telephone conference,
provided all Directors have been given notice and a quorum is present in person or by proxy. The Board
may vote via electronic mail in the event that between regular meetings action on a matter is desired.

B. Regular meetings
Regular meetings of the Board of Directors shall be held at such time and place as may be determined by
the Board and no written notice of such regular meeting need be given provided that such meeting time and
place are decided upon and announced at a prior meeting. To retain a seat on the Board, a Director may not
miss two regular meetings in a calendar quarter, unless extraordinary circumstances prevent his or her
attendance.

C. Special meetings
Special meetings of the Board may be held at any time and place upon call of the President or any two
Directors. Notice of the time, place and purpose of every special meeting shall be given to each Director at
least two days before the meeting by electronic mail, surface mail or telephone call. The Secretary of the
Association shall have the responsibility of notifying Directors and Officers of special meetings, unless
such responsibility is delegated to another Board member or assumed by the President in specific instances.

D. Quorum
A majority of the Directors in office shall constitute a quorum for the transaction of business. If at any
meeting of the Board there shall be less than a quorum present in person or by proxy, the Directors may
adjourn the meeting from time to time until a quorum is present, and at such adjourned meeting any
business may be transacted that might have been transacted at the meeting as originally called.

Section 2. General Membership Meetings.
A. Annual Meeting
The annual meeting of the members of the Association shall be held during the fall of each year
commencing in 1985 at such date, time and place as the Board of Directors shall designate.

B. Notice of Annual Meeting
Notice of the time, date and place of the annual meeting shall be given to every member by surface mail or
electronic mail, and posting on the organization’s web site, or other means deemed appropriate by the
Board of Directors, not fewer than ten (10) nor more than fifty (50) days before such meeting.

C. Special Meeting
In addition to the annual meeting, special meetings of the members of the Association may be held upon
call of the Board of Directors. Directors also will call a special meeting if requested to do so by a petition
of 25% of the current membership.

D. Notice of Special Meeting
Notice of the time, date and place of the special meeting shall be given to every member by surface mail or
electronic mail, and posting on the Association’s web site, or other means deemed appropriate by the Board
of Directors, not fewer than ten (10) nor more than forty (40) days before such meeting.

E. Organization
The President of the Association, or any member of the Board of Directors designated by the President or
Board to do so, shall preside at all meetings of the members. In the absence of the President or his designee,
one of the Vice-Presidents shall preside. In the absence of the Secretary, the presiding officer may appoint
any person to act as Secretary of the meeting.

F. General Membership Voting
At any meeting of the members, each individual member or club or cabaret in good standing in person or
by proxy shall be entitled to one vote. With the exception of voting to remove an Officer or Board member
or amend these Bylaws as specified herein, all votes by the membership on any issue brought before them
by the Board or brought up during a scheduled meeting shall be advisory and not binding upon the Board of
Directors or the Association.

At the time that notice of any general, annual or special meeting of the membership is given, or such other
time as the Board at its discretion may from time to time determine, proxy forms shall be mailed to the
membership. The Secretary shall prepare or cause to be prepared a numbered list of persons entitled to
vote, certified as corrected to the date as of which the proxy forms are issued. Each proxy form shall carry
identifying information, such as a member number, corresponding to the list of voters. The Membership
Committee or other persons as designated by the President of the Board shall validate any proxy forms
presented at a membership meeting, and shall maintain a record of members present in person, to ensure
integrity of the voting process.

The Board may employ such additional or alternative procedure for handling proxies as it may from time to
time determine, provided that such procedure ensures the integrity of the voting process.

G. Order of Business
At all meetings of the members, the following order of business shall be observed so far as
consistent with the purposes of the meeting:
1. Reading of the Minutes of the Last Meeting;
2. Report of the Treasurer;
3. Report of the President;
4. Committee Reports, if any;
5. Old Business;
6. Transaction of such other new business as may properly come before the meeting.

H. Quorum, Adjournment of Meetings
At all general membership meetings and special meetings, 25% of the members, present in person or by
valid proxy, shall constitute a quorum for the transaction of business. In the absence of the quorum, the
presiding officer may adjourn the meeting for the purpose of securing the quorum. At any adjourned
meeting at which a quorum is present, any business may be transacted that might have been transacted at
the meeting as originally called.

ARTICLE IV
Board of Directors
Section 1. Composition
The Board of Directors shall be constituted per II.1.B above.

Section 2. Powers and Duties
A. General
The Board of Directors shall have general power to manage and control the affairs and property of the
Association, and shall have full power, by majority vote, provided a quorum is present at any given
meeting, to adopt rules and regulations governing the actions of the Board and the Association and shall
have full and complete authority with respect to the distribution and payment of the monies received by the
Association from time to time; except that the fundamental and basic purposes of the Association, as
expressed in the Certificate of Incorporation, shall not thereby be amended or changed, and except further
that the Board of Directors shall not permit any part of the net earnings or capital to inure to the benefit of
any member or other private individual.

B. Finances
1. Fiscal Year.
The fiscal year is September 1 to August 31. The fiscal year of the Association may be changed at
any time by the Board of Directors.

2. Contracts, Checks, Bank Accounts and Investment
The Board of Directors is authorized to select such depositories as it shall deem proper for the
funds of the Corporation and shall determine who shall be authorized in the Corporation’s behalf
to sign bills, checks, notes, receipts, acceptances, endorsements, releases, contracts and
documents. Anything in these Bylaws to the contrary notwithstanding, expenditures exceeding
$500, or commitments for such expenditures, shall require the approval of three Directors, at least
two of whom must be Officers.

The funds of this Association 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, or stocks, bonds or
other securities, as the Board of Directors in its discretion may deem desirable, subject to the
applicable guidelines and requirements of the Internal Revenue Service governing a tax-exempt,
not-for-profit Association.

C. Offices and Books
1. Office
The office of the Association shall be located at such place as the Board of Directors may from
time to time determine.

2. Books
There shall be kept at the office of the Association, or other locations(s) as determined by the
Board of Directors, correct books of account of the activities and transactions of the Association
including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of
these Bylaws, and all minutes of meetings of the members and of the Board of Directors.

3. Corporate Seal
The seal of the Association shall be circular in form and shall bear the name of the Association
and words and figures showing that it was incorporated in the State of New York and the year of
its incorporation.

D. Indemnification and Insurance
The Association may, to the fullest extent now or hereafter permitted by law, indemnify any person made,
or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or
intestate was a director, officer, employee or agent of the Association, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorney’s fees.
MAC Bylaws as of 11/16/2011
Page 5 of 7

Section 4. Executive Committee
The Officers of the Association shall constitute the Executive Committee. The Executive Committee may act on
behalf of the Board between meetings. The Executive Committee may not modify any action of the Board.

Section 5. Advisory and Honorary Board

A. Advisory Board

The Board of Directors of the Association may appoint from time to time such persons as it deems
appropriate to serve as advisory members of the Board of Directors. The Advisory Board shall consist of
persons whose skills or backgrounds make their membership on the Advisory Board beneficial to the
organization and/or the cabaret community. Such persons as may be appointed and accept appointment,
however, shall not be granted full membership or voting privileges on the Board of Directors, and may not
be counted towards a quorum at any meeting, nor be required to attend or participate in any Association
activity.

B. Honorary Board

The Board of Directors of the Association may appoint from time to time such persons as it deems
appropriate to serve as honorary members of the Board of Directors. The Honorary Board shall consist of
persons whose stature within the cabaret and entertainment community is recognized by the general public,
making their membership on the Honorary Board beneficial to the organization and/or the cabaret
community through the use of their name and counsel. Such persons as may be appointed and accept
appointment, however, shall not be granted full membership or voting privileges on the Board of Directors,
and may not be counted towards a quorum at any meeting, nor be required to attend or participate in any
Association activity.

Section 6. Other Agents, etc.
The Board of Directors may appoint from time to time such agents as it shall deem necessary, each of whom shall
hold office at the Board’s discretion, and shall have such authority and perform such duties and shall receive such
reasonable compensation as the Board of Directors may from time to time determine.

ARTICLE V
Committees
Section 1. Types of Committees
The President and the Board of Directors of the Association shall create, appoint and supervise such committees as
they may deem necessary to the proper execution of the business and purposes of the Association. The roster of
committees might include the following:

A. Membership Committee
The Membership Committee shall consist at all times of a Membership Director, appointed by the Board,
and such additional members as the Membership Director may determine. The Membership Director shall
act as Membership Committee Chairperson and shall be empowered to accept payment for dues and
membership applications. The Committee, with the guidance of the Chairperson, shall be charged with
responsibility for actively recruiting new members and retaining existing members of the Association, and
such other duties as prescribed by these Bylaws. Any member of the Association may serve on the
Membership Committee.

B. Communications Committee
The Communications Committee shall be responsible for materials representing the organization in all
media, including but not limited to newsletters, bulletins, Internet communications and press releases.

C. Special Events Committee
The Special Events Committee shall be responsible for organizing such special events, seminars or
programs as may be authorized by the Board of Directors and shall have such powers and duties as may be
assigned by the Board of Directors.

D. Eligibility Committee
The Eligibility Committee shall be appointed by the President with the advice and consent of the Board of
Directors annually prior to the balloting for the annual Awards presented on behalf of the Manhattan
Association of Cabarets, Inc. This committee shall recommend lists of performers, directors, songwriters,
etc., eligible to compete in accordance with such rules and within such Awards categories as may be
recommended by the committee.

No Board member, officer, or any other person who serves on this committee may vote or otherwise
influence its decisions in areas in which he or she has a direct interest as a performer, director, partner,
spouse, club owner, booking manager or personal manager.

Recommendations of the Eligibility Committee are advisory and subject to the approval of the Board of
Directors before being submitted to the membership for the purpose of soliciting applications for the vote
to determine nominees for MAC Awards.

E. Awards Committee
The Awards Committee, with the advice and consent of the Board of Directors, shall be responsible for
scheduling, locating a venue, program preparation, advertising sales, and other preparation for and
presentation of the MAC Awards program.

Section 2. Committee Membership
Membership on any committee of the Association shall be open to all members upon appointment by the President
of the Association or the Board of Directors. In addition, the Board or President may appoint to such committees any
non-member whose expertise or experience may assist the fulfillment of the committee’s function.
Section 3. Committee Chairpersons

For each committee appointed by the President or the Board of Directors, a Committee Chairperson shall be
designated. It shall be the responsibility of the Chairperson to call such meetings as may be necessary to carry out
the committee’s work, to prepare and submit the results of such work, to represent the results before the Board and
to advise the President and the Board of the progress of his or her committee’s activities.

ARTICLE VI
Parliamentary Authority
At all meetings of the membership and of the Board of Directors, parliamentary procedure shall be observed as
outlined in Robert’s Rules of Order Newly Revised. The Board of Directors shall designate a member of the
Association to act as parliamentarian at any and all meetings of the Board and membership. Rules may be suspended
by a majority vote of those present at a meeting, providing that a quorum is present.

ARTICLE VII
Amendments
These Bylaws may be amended by the affirmative vote of a majority of the Directors in office at any meeting of the
Board of Directors, or by a majority of the members of the Association present at the annual meeting or at a special
meeting duly called for the purpose of amending these Bylaws, providing notice of such purpose of amendment has
been included in the notice for such special meeting.