NAFCo By Laws

ARTICLE I. NAME OF ORGANIZATION

The name of the corporation is Northern Appalachian Film Collective, Inc.

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

The Northern Appalachian Film Collective, Inc. (“NAFCo”) is formed, organized and operated exclusively for the charitable purpose of raising funds and developing resources to promote and encourage education and participation in and appreciation of film and video arts in the Northern Appalachian region. Our ongoing goals are to champion film and video arts in Northern Appalachian region, to support practicing local and regional filmmakers, and to encourage economic development and facilitate the growth of our community into a regional film production destination, and for other charitable purposes in conformity with the tax exemption provisions Section 501(c)(3) of the Internal Revenue Code for charitable organizations, the State of Pennsylvania Nonprofit Corporation Law for charitable purposes, and NAFCo’s Articles of Incorporation. The organization shall operate exclusively for charitable and educational purposes. No part of the net earnings of the organization may inure to the benefit of any individual except for the payment of salaries, expenses and other obligations incurred in fulfillment of the mission of the organization.

Section 2. Specific Purpose

Our mission at NAFCo is to advocate and promote filmmaking and the arts in the Northern Appalachians; develop a network of talented individuals with skills in production, acting, and related fields; create a flourishing film industry to increase economic, artistic, and creative opportunities for individuals, crews, and communities in our region. The specific objectives and purposes of this organization shall be:

to develop a network of talented individuals with skills in film production, acting, and related fields;
to sponsor, host, and/or participate in events and activities that promote filmmaking, and the arts in the region;
to facilitate the process of filmmaking in the region by helping coordinate between filmmakers, artists, and local government agencies, corporations, and private individuals;
to engage in community outreach, and community service, to promote film, and the arts in the region through programming and educational efforts; and
to use film, and the arts to promote the historical, cultural, and environmental heritage of the area.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Eligibility for voting membership shall be open to any current resident, property owner, business operator, or employee from the northern Appalachian Region that supports the purpose statement in Article II, Section 2. There are two categories of voting memberships: a) Individual memberships; and b) Organizational memberships.

Individual memberships. Membership is open to any person in the community wishing to support filmmaking in the region. All individual members in good standing, with dues paid, shall be entitled to one vote at any special or General Membership meeting.
Organizational memberships. Any business or organization in the community wishing to support filmmaking in the region is eligible for membership. Each such member is entitled to one vote at any special or General Membership meeting.

Section 2. Annual Dues

The amount required for annual dues shall be determined by a majority vote of the NAFCo Board of Directors. Continued membership is contingent upon being up-to-date on membership dues.

Section 3. Resignation

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.

Section 4. Termination

Membership will automatically be revoked for failure to pay prescribed dues within 90 days after the renewal date for membership passes.
Membership may be revoked by a majority vote of the Executive Committee or by a majority vote of the Board of Directors.
Membership may be revoked by a majority vote of the membership at any membership meeting where a membership quorum is present.

Section 5. Non-voting Membership

The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Regular Meetings

Regular meetings of the members shall be held at least once annually, at a time and place designated by the chair. Additional regular meeting may be held at the discretion of the Board of Directors at a time and place directed by the Board.

Section 2. Annual Meetings

An annual meeting of the members shall take place in the month of September the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year. The annual meeting will also be considered a regular membership meeting.

Section 3. Special Meetings

Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five voting members may also call a special meeting.

Section 4 Notice of Meetings

A notice of each meeting shall be given to each voting member, by mail, telephone, posted to the NAFCo website, or through electronic methods, not less than two weeks prior to the meeting.

Section 5. Quorum

A quorum for a meeting of the members shall consist of at least twenty percent (20%) of the active membership.

Section 6. Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting or voting electronically in which a quorum is met and the vote takes place.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Directors shall be set by the Directors but shall consist of no less than five (5) nor more than fifteen (15) including the following officers: the President, the first Vice-President, second Vice-President, the Secretary, and the Treasurer.

The procedures for nominating and placing a member for election to the Board of Directors on the meeting ballot will be determined by the Board of Directors or their designee. A member’s name shall also be placed on the ballot for election to the Board of Directors if a petition signed by 5% of the active membership nominating that member for election is presented to a designated member of the Board of Directors at least one week prior to the Annual Membership meeting.

Each member of the Board of Directors shall be a member of the Corporation whose membership dues are paid in full and shall hold office for up to a three-year term. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire. Each member of the Board of Directors shall attend at least 50% of the meetings of the Board of Directors per year either in person or virtually. Upon expiration of the Director’s three year term, his/her seat will be become open and shall be filled by a vote of voting members of the corporation. A Director is eligible to be reelected to the Board upon expiration of his term.

Open Board of Director seats shall be elected by a majority vote of voting members during the Annual Membership Meeting provided that a quorum (20%) of the active members participate. Electronic voting options will be available to allow members who are not able to physically attend the meeting to vote on the Board of Director nominations. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

The five officers of the organization shall be appointed by a majority vote of the Board of Directors from among their own number immediately after any new Board of Directors members are seated following the elections at the Annual Membership Meeting unless a quorum of the Board of Directors is not present at that meeting as provided in Section 6 of this Article. In such case the appointments will be made at a special meeting held at the earliest opportunity in which a quorum of the Board members are present.

Section 3. Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of September of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any 1/3 of the members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6. Board Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 7B. Resignation from the Board

Any board member may resign his/her position on the Board of Directors by filing a written resignation with the secretary. A Board member may resign from the Board of Directors and retain his membership in the Corporation.

Section 8. Number of Directors

The number of Directors shall be set by the Directors but shall consist of no less than five (5) nor more than fifteen (15). Additional members may be added to the Board of Directors at the discretion of the Board by a vote supporting the addition by three-quarters (3/4) majority of the members of the Board of Directors so long as the new total number of Board members does not exceed fifteen (15) members.

The number of members of the Board of Directors may be decreased at the discretion of the Board by opting to not fill vacant seats, caused by the resignation or removal of a Board member, or by choosing prior to the next election vote by the membership to not fill a upcoming open seat upon the expiration of the term of a current Board member, so long as the total number of Board members does not drop below five (5) members. To decrease the number of members on the Board of Directors, the measure must be approved by a three-quarters (3/4) majority of the members of the Board of Directors.

A Vacancy may be filled by a majority vote of the remaining members of the Board of Directors at a regular meeting in which a Board quorum is present.

Any Board of Directors member added through expansion of the number of directors, or through filling a vacancy in the Board shall serve a term extending from the time of appointment until the Annual Meeting plus two years.

Section 9. Compensation

Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 10. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, must be signed by majority of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Confidentiality

Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.

By a majority vote, the Board of Directors may declare a subject of discussion to be confidential. The Board will then enter a closed session in which only the members of the Board of Directors and invited guests may attend. All members of the Board shall hold confidential matters discussed during this closed session. Failure to maintain confidentiality may, at the Boards discretion, be cause for removal of a Director from the Board as per Article 5, section 14. The Board may grant a representative or representatives of the Board authority to discuss these confidential matters with third parties for the purposes of the organization. The Board may declare by majority vote that a matter is no longer confidential, but Directors must still use discretion and good business judgment in discussing the affairs of the Corporation with third parties.

Section 12. Advisory Council

An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

Section 14. Removal.

Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, First Vice-President, Second Vice President, Treasurer, and Secretary. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties:

He/She shall preside at all meetings of the Board of Directors and Executive Committee.
He/She shall have general and active management of the business of this Board of Directors.
He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
He/She shall submit a report of the operations of the program for the fiscal year to the Board of Directors and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

Section 2. First Vice-President

The First Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The First Vice-Presidents duties are:

He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Board of Directors.
He/She shall receive the reports of the Election Committee.
He/She may also serve as the chair of the Election Committee at the discretion of the Board of Directors.

Section 3. Second Vice-President

The Second Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of both the President and Vice President. The Second Vice-Presidents duties are:

He/She shall have the duty of performing such other duties as may, from time to time, be determined by the Board of Directors.

Section 4. Treasurer

The Treasurer’s duties shall be:

He/She shall present a complete and accurate report of the finances raised by this Board of Directors at each meeting of the members, or at any other time upon request to the Board of Directors.
He/She shall serve as the chair of the Finance Committee.
He/She shall submit for the Finance Committee approval of all expenditures of funds raised by the Board of Directors, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
He/She shall assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
He/She shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision he/she shall be.

Section 5. Secretary

The Secretary shall attend all meetings of the Board of Directors, meetings of the Executive Committee, and all meetings of members, and will act as a clerk thereof. The Secretary’s duties shall consist of:

He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose.
He/She in concert with the President shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the organization.
He/She shall send notices of all meetings to the members of the Board of Directors and shall take reservations for the meetings.
He/She shall perform all official correspondence from the Board of Directors as may be prescribed by the Board of Directors or the President.

Section 5. Election of Officers

Immediately after the membership ballot in which any vacant seats on the Board of Directors have been filled, the Board of Directors shall meet and elect from their own number as many individuals as needed to fill any vacant Officer positions. Those officers will serve a one year term beginning immediately. Officers of the Board of Directors shall be eligible to succeed themselves in their respective offices.

Section 6. Removal of Officer

The Board of Directors with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 6B. Resignation from the Executive Committee

Any Officer may resign their position on the Executive Committee by filing a written resignation with the secretary. An Officer may resign his Executive Committee position and retain his/her position as a member of the Board of Directors.

Section 7. Vacancies

The Election Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board of Directors at least one (1) week prior to the next meeting at which the election will be held. The persons so elected shall the office for the remainder unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board appoints all committee chairs.

Section 2. Executive Committee

The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3. Finance Committee

The treasurer is the chair of the Finance Committee, which shall also include three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

Section 4. Election Committee

The chair of the Election Committee, which will include other members as determined by the Board of Directors and/or the chair of the committee, reports to the First Vice President. The First Vice President may serve as the chair of the Election Committee at the discretion of the Board of Directors. The Election Committee is responsible for organizing and conducting the election for open Board of Director seats and other ballot issues and assuring those elections are conducted in a fair and impartial manner. A second purpose of the Election Committee is to nominate candidates for election to open Board of Director seats prior to the membership vote at annual Membership Meeting and to nominate candidates for open Board of Directors positions as vacancies occur.

ARTICLE VIII. CORPORATE STAFF

Section 1: Executive Director

The Board of Directors may hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees.

The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.

ARTICLE IX. – Conflict of Interest and Compensation

Section 1: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family has:
1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures

Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6.Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE X. IDEMNIFICATION

Section 1. General

To the full extent authorized under the laws of the Pennsylvania, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2. Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3. Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE XI. BOOKS AND RECORDS

The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

ARTICLE XII. AMENDMENTS

Section 1. Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

Section 2. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner

provided for the giving of notice of meetings of directors.

ARTICLE XIII. Dissolution

Distribution of Assets. Upon dissolution of the Corporation, after payment of debts, its remaining assets shall be disposed of exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) or distributed to such organizations organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under Section 501(c)(3), or to the federal government or to a state or local government, for a public purpose.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on this 29 day of May, 2018.

James Andrew Neiger

President – Northern Appalachian Film Collective.

Nikki Cherry

ATTEST: Secretary – Northern Appalachian Film Collective