Fargo Theatre Management Corporation

“The Executive Committee shall include in its membership the President, Vice President, Secretary, and Treasurer and 5 directors at large. The Executive Director shall sit on the Executive Committee ex officio. Unless a different person is designated Chair of the Executive Committee by resolution of the Board, the President of the Board shall serve as Chair. All members of the Executive Committee shall be voting members of the Board of Directors. The Board of Directors shall reserve to itself alone the power to authorize spending sums on behalf of the Corporation in excess of $5,000.00; to employ, retain or discharge the Executive Director; to borrow money on behalf of the Corporation; and to pledge, mortgage or convey Corporate property, whether real or personal. The Executive Committee shall, during intervals between meetings of the Board, exercise all the powers of the Board in the management of the business and affairs of the Corporation, except as otherwise provided by law, these By-Laws, or by resolution of the Board. The presence of a majority of the members of the Executive Committee then serving in office shall be necessary and sufficient to constitute a quorum, and the act of a majority of the members of the Executive Committee present at a meeting of the Committee at which a quorum is present shall be the act of the Committee. The Committee shall keep minutes of the Executive Committee, which shall be distributed to all members of the Board of Directors. All actions by the Committee shall also be reported to the Board at its next meeting and shall be subject to approval by the Board.”

“There is only one class of members. All persons who have continued financial support in the last fiscal year shall be considered members who have voting privileges.”

“All persons who have continued financial support in the last fiscal year shall be considered members who have voting privileges. The Board of Directors and Officers are elected at the annual meeting of the members. Each member has one vote.”

“The Board Treasurer, Finance Manager, and Executive Director will review the Form 990. Following their review, the Form 990 will be presented to the board at a board meeting prior to being filed with the IRS.”

“Any person serving as an officer, employee, member of the Board of Directors, a major donor to, or anyone else who is in a position of control over Fargo Theatre is required to report any potential conflicts of interest. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor, the Chair, or the Chair's designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall abstain from voting, and not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.”

“In May of each year, the Executive Board meets and determines a salary increase for the Executive Director position as appropriate based on performance over the prior two years and the projected budget.”

“These documents are available upon request.”