By-Laws of Farmhouse Arts Inc. – Farmhouse Arts Inc.

Updated October 9, 2025

AMENDED BY-LAWS OF FARMHOUSE Arts INC.

ARTICLE ONE: GENERAL STRUCTURE AND PURPOSE

NAME. This organization shall be known as the Farmhouse Arts INC. Known hereafter as the “Organization”.

PURPOSE AND OBJECTIVES. The purpose of the Organization is to promote the performing arts through these ideals:

To encourage development of and support all performing arts activities.

To hold musical events.

To develop property to accommodate the needs of the Organization.

To incorporate the Organization as a nonprofit corporation under the laws of the State of Michigan.

To acquire by purchase, gift or grant, and to hold and dispose of both real and personal properties in furtherance of the purpose and objectives of the Organization. To do all other things necessary to accomplish the business, purpose and objectives of the Organization.

To exercise every power in furtherance of said purpose for which a nonprofit organization, organized under the provisions of the Michigan General Corporation Act, can exercise which is tax-exempt for state and federal tax purposes. No part of the earnings or properties of this Organization shall ever inure to the private benefit of any member, individual or corporation.

To fund scholarships and monetary grants to deserving performers.

ARTICLE TWO: MEMBERSHIP

Classification of Membership. There shall be three (3) classes of membership

1.active

2. associate

3.lifetime.

An Active Member is any person who, upon payment of annual membership dues, has an active role in Organization events either by volunteerism or attendance at one or more events. Active Members shall have no voting rights.

An Associate Member is any person, association, corporation, partnership, governmental unit, or other organization supporting the performing arts through support of the Organization. Associate Members shall have no voting rights.

Lifetime Membership may be granted by the Board to an Active Member who, in the opinion of the Board, has contributed meritoriously to the advancement of the Organization. A Lifetime Member shall have no voting rights and no obligation to pay dues.

Active Member applications shall be submitted in writing with payment of annual dues and accepted by the Board of Directors (the “Board”). The Board shall have the authority to set one or more classifications of dues and to alter such classifications as deemed necessary. An Active Member may be deemed not in good standing if payment of dues is thirty (30) days overdue. The Board may drop all Active Members if ninety (90) days have elapsed since payment of membership dues was due.

Active membership may be refused to any applicant if, in the opinion of the Board, the best interests of the Organization will not be served by accepting the applicant into membership.

Acting for the Organization. No person or group may represent or bind the Organization in a verbal or written contract unless they have first received approval from the Board.

Transfer of Membership. Membership in the Organization is not transferable or assignable.

ARTICLE THREE: ANNUAL MEETING

Annual Meeting. The annual meeting of Directors shall be held the third (3rd) Sunday in October to fill expiring director’s positions. In the event that no annual meeting is held, as described above, a special meeting may be held and all actions taken at the special meeting shall have the same effect as if taken at the annual meeting.

All meetings shall be conducted according to the most recent edition of Robert’s Rules of Order. The Organization may provide all officers with a copy of this book and maintain a reference copy at its principle office for use by other Board members.

ARTICLE FOUR: MANAGEMENT

General Powers. The Board shall manage the affairs of the Organization. The Board may hire and fix the compensation of any and all persons which they, in their discretion determine necessary for the conduct of the Organization’s business. No officer or director shall be entitled to receive any salary or compensation. The Board may appoint an Executive Director whose duties include the day-to-day operation of the Organization’s business and such other duties as determined by the Board.

Number, Tenure, and Qualification. At the first meeting of the Incorporators, they shall appoint from their number no fewer than three (3) persons, (changed by unanimous vote at the Oct. 3, 2010 board meeting) who shall constitute the Board. Of the Board members first appointed, three (3) shall serve for one (1) year, three (3) shall serve for two (2) years, three (3) shall serve for three (3) years and one (1) shall serve for four (4) years. At the expiration of any term, the Board shall elect new board members who shall each serve a four (4) year term. Board terms shall begin as soon as elected. No Board member who has served two (2) consecutive four (4) year terms is eligible for election for a third (3rd) term, unless a period of one (1) year has elapsed. Any vacancy occurring on the Board by death, resignation, withdrawal or other reason, shall be filled by a majority vote of all the remaining members of the Board. Any person so elected shall serve for the remainder of the term of their predecessor. The Board has the authority to fix and/or alter the number of members on the Board provided that the Board does not establish or alter bylaws which fix the qualifications, classifications, or term of office of any member of the current Board. The Board shall have the authority to appoint Honorary Directors in recognition of outstanding contributions to the Organization. Honorary Directors are not voting members of the Board.

Regular Meetings. There shall be a minimum of six (6) regular Board meetings in a calendar year. All meetings shall be at such time and place as fixed by the Board and no notice of regular meetings is required. Minutes of the last meeting shall be furnished to all Board members at least seven (7) days prior to the next Board meeting and will be made available to all members upon written request to the Secretary of the Organization.

Special Meetings. Special meetings of the Board may be called by the President, or upon the request of one third (1/3) of the Board members and shall be held at the principal office of the Organization or at such other place as may be determined by the President. Notice of any special meeting may be given in writing or other form of oral or electronic communication at least seven (7) days, but not more than fourteen (14) days, before the scheduled date of the special meeting. The notice shall state the time, place and reason for the special meeting.

Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Board is present at any meeting, a majority of the Board present may postpone the meeting from time to time without further notice to the Board.

Board Decisions. The action of a majority of the Board present at a meeting at which a quorum is present shall be the actions of the Board, unless the actions of a greater number are required by law or by these bylaws.

Director’s Absences. Any member of the Board who, during any calendar year shall have two (2) consecutive unexcused absences, or a total of three (3) unexcused absences from regularly scheduled Board meetings, shall automatically cease to be a Board member. An unexcused absence shall be defined as an absence where no written or verbal notification has been received by the Organization prior to the time of that meeting. If a Board member anticipates a number of consecutive absences from Board meetings, the Board, at its discretion, may request that the Board member take a leave of absence or resign from the Board and the Board may, at its discretion, appoint an interim member to the Board.

Telephone Conference Meetings. A Board member may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.

Resignation. Any Board member may resign by delivering their written resignation to the Organization at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Removal. A Board member may be removed from the Board without cause by a three-fourths (3/4th) vote of the Board after reasonable notice and an opportunity to be heard by the Board has been given to the Board member whenever in the Board’s judgment the best interests of the Organization would be served. A Board member who allegedly has committed a crime may, at the Executive Committee’s discretion, have their Board membership immediately suspended by the Executive Committee. Any such suspension shall be approved by the full Board at its next meeting after reasonable notice and an opportunity to be heard by the Board has been given to the Board member so accused.

ARTICLE FIVE: OFFICERS

Officers. The general officers of the Organization shall be a president, vice-president, secretary and treasurer whose term shall be for one (1) year each. The Board may provide for the appointment of such additional officers as they may deem in the best interest of the Organization. Whenever the Board may so order, any two (2) offices, the duties of which do not conflict, may be held by one (1) person. The officers shall perform such additional or different duties as shall from time to time be imposed or required by the Board, or as may be prescribed from time to time by the bylaws.

Duties. The principal duties of the President shall be to preside at all meetings of the Board and to have general supervision of the affairs of the Organization, as well as any other duties determined by the Board. The President votes only when the need for breaking a tie exists. A Board member may only serve two (2) consecutive terms as President, unless a period of one (1) year has elapsed since termination of election as President.

The principal duties of the Vice-President shall be to perform the duties and exercise the powers of the President during the absence or disability of the President and shall succeed the President in case of vacancy, as well as other duties determined by the Board.

The principal duties of the Secretary shall be to countersign all deeds, leases, and conveyances executed by the Organization, and to keep a record of the proceedings of the Board meetings, and to safely and systematically keep all books, papers, records, and documents belonging to the Organization, or in any way pertaining to the business of the Organization which records shall be maintained at the principal place of business of the Organization, as well as any other duties determined by the Board. The Secretary shall have access to the records between the hours of 9:00 a.m. and 9:00 p.m. seven (7) days a week without prior notice to the Executive Director, provided, however, that the Secretary leaves an indication that entry has occurred. If the Executive Director anticipates an extended absence, the Secretary will be provided with a door key. All records shall be accessible to any Board Member.

The principal duties of the Treasurer shall be to keep an accurate account of all moneys, credits, and property of any and every nature of the Organization, which records shall be maintained at the principal place of business of the Organization, to keep an accurate account of all moneys received and disbursed with proper vouchers for moneys disbursed, to render such accounts, statements, and inventories of money received and disbursed and money and property on hand, and to exercise all duties incident to the office of Treasurer, as shall be required by the Board. The Treasurer shall have access to the records between the hours of 9:00 a.m. and 9:00 p.m. seven (7) days a week without prior notice to the Executive Director, provided, however, that the Treasurer leaves an indication that entry has occurred. If the Executive Director anticipates an extended absence, the Treasurer will be provided with a door key. All records shall be accessible to any Board Member. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

Election and Term of Office. The officers of the Organization shall be elected annually by the Board at the October meeting of the Board. If the election of officers is not held at such meeting, the election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his successor has been duly elected and qualified.

Removal. Any officers elected or appointed by the Board may be removed by the Board after reasonable notice and an opportunity to be heard by the Board has been given to the officer whenever in the Board’s judgment the best interests of the Organization would be served. Removal of an officer shall require a three-fourths (3/4) vote of the entire Board.

Vacancies. Any vacancy occurring in an office by death, resignation, withdrawal or other reason, excluding expiration, shall be filled by a majority vote of the entire Board for the remainder of the term.

Powers and Duties. The officers shall have such powers and shall perform such duties as from time to time may be specified in resolutions or other directives of the Board. In the absence of such specifications, each officer shall have the power and authority, and shall perform and discharge the duties of officers of the same title serving in nonprofit organizations having the same or similar general purposes and objectives of this Organization.

Bonding. The Board may, at its discretion, authorize and provide for the necessary bonding of the Treasurer or other personnel authorized to disburse or receive funds of the Organization.

ARTICLE SIX: COMMITTEES

Executive Committee. The Executive Committee shall consist of the officers of the Board and other members as appointed by the Board. The duties of the Executive Committee shall be to supervise and direct the routine work and administration of the Organization subject to the policies and instructions of the Board.

Special Committees. As it will be necessary to establish special committees for various projects, the procedure to create a special committee will be as follows:

The Board recognizes a need for a special committee.

The Board appoints a chairman to appoint committee members and organize the project.

Standing Committees: Standing Committees will be appointed as needed. (amended April 03, 2011)

ARTICLE SEVEN: BYLAWS

The Board shall have the authority to establish new bylaws and/or alter the existing bylaws.

ARTICLE EIGHT: FISCAL YEAR

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

ARTICLE NINE: INDEMNIFICATION

A volunteer Director of the Organization shall not be personally liable to the Organization, its shareholders or members for monetary damages for breach of the volunteer Director’s fiduciary duty, except for liability as follows:

Any breach of the volunteer Director’s duty of loyalty to the Organization or it shareholders or members.

Acts or omissions not in good faith or that involve intentional misconduct or knowing violations of state or federal laws.

A violation of Section 551(1) of the Michigan Non-Profit Corporation Act.

Any transaction from which the volunteer Director derived improper personal benefit.

Any acts or omissions occurring before the date this document is filed by the Michigan Department of Commerce.

Any acts or omissions that are grossly negligent.

The Organization hereby assumes all liability to any person other than the Corporation or its shareholders, or members for all acts or omissions of a volunteer Director occurring on or after the date this document is filed by the Michigan Department of Commerce, incurred in the good faith performance of the person’s duties as a volunteer Director, provided, however that the Organization shall not be considered to have assumed any liability to the extent such assumptions are inconsistent with the status of the Organization as an organization described in Section 501(c-3) of the Internal Revenue Code (the “Code”) or comparable provisions of subsequent legislation. If the Michigan Non-Profit Corporation Act (the “Act”) is hereafter amended to authorize the further elimination of limitation of the liability of volunteer directors of a non-profit corporation, then the liability of a volunteer Director of the Organization (in addition to the limitation, elimination and assumption of personal liability contained in Article Eight) shall be assumed by the Organization, eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent such limitations, elimination or assumption of liability is inconsistent with the status of the Organization as an organization described in the Code. No amendment or repeal of Article Eight shall apply to or have any effect on the liability or alleged liability of any volunteer Director occurring prior to the effective date of any such amendment or repeal.

Provided such indemnification does not violate the status of the Organization as an organization described in the Code, or comparable provisions of subsequent legislation, each person who is or was an officer of the Organization or member of the Board, and each person who serves or has served at the request of the Organization as a director, officer, partner, trustee, employee, agent, or committee member of any other corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Organization to the fullest extent permitted by the laws of the State of Michigan as they may be in effect from time to time.

The Organization may purchase and maintain insurance on behalf of any such person in any such capacity or arising out of their status as such; whether or not the Organization would have power to indemnify them against such liability under the laws of the State of Michigan. The Organization’s right of indemnification shall continue as to a person who ceases to be a volunteer Director or officer, and shall inure to the benefit of the heirs, executors and/or administrators of that person.

ARTICLE TEN: CONTRACTS

The Board may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or may be confined to specific instances.

ARTICLE ELEVEN: DISSOLUTION

The Organization may be dissolved by a unanimous vote of all Directors at any meeting duly called for the purpose of dissolution.

Upon the termination, dissolution, or winding up of the Organization, the Board shall, after paying or making provisions for the payment of all liabilities of the Organization, distribute all assets of the Organization to such organization or organizations, operated exclusively for charitable, educational, or performing arts purposes, as shall at the time qualify as an exempt organization or organizations under the Code or to such business league, chamber of commerce, board of trade or similar organization as shall at the time qualify as an exempt organization or organizations under the Code. Any such assets not so disbursed shall be disposed of by the Circuit Court in the county in which the principal office of the of the Organization is then located, exclusively for such purposes or to such organization or organizations as the Court shall determine which are organized and operated exclusively for such purposes.

ADOPTED BY THE BOARD OF DIRECTORS on the 9^th day of October 2025