BY-LAWS

of the
FORWARD ARTS FOUNDATION, INC.
(A Georgia Non-Profit Corporation)
ARTICLE I NAME, PURPOSE AND
GOVERNING INSTRUMENTS
Name: The name of the corporation is Forward Arts Foundation, Inc.
Purpose: The Corporation shall engage in activities to promote, encourage
and stimulate interest in and appreciation of the visual arts as provided in the
Corporation's corporate charter, all in the manner and under the
circumstances and conditions as may be approved from time to time by the
Board of Trustees. The Corporation shall operate exclusively for educational
and charitable purposes.
Non-profit Corporation: The Corporation shall be organized and operated
as a non-profit corporation under the provisions of the Georgia Non-profit
Corporation Code (hereinafter the GNCC). No part of its net earnings shall
inure to the benefit of any incorporator or individual or other private person,
and no part of its activities shall be that of carrying on propaganda or
otherwise attempting to influence legislation.
Governing Instruments: The Corporation shall be governed by its Articles
of Incorporation and these By-laws, as amended from time to time. These
By-laws are subject to, and governed by, the Corporations Articles of
Incorporation and the GNCC.
Tax-exempt status: The affairs of the Corporation at all times shall be
conducted in such a manner as to assure its status as a publicly-supported
organization as defined in section 509(a)(1), section 509(a)(2), or section
509(a)(3) of the Internal Revenue Code, and so in other ways to qualify for
exemption from tax pursuant to section 501(c)(3) of the Internal Revenue
Code. Notwithstanding anything to the contrary, the Corporation shall not be
authorized to engage, otherwise than as an insubstantial part of its activities,
in activities which in themselves are not in furtherance of the educational and
charitable purposes for which the Corporation is organized.
ARTICLE II - BOARD OF TRUSTEES
Authority and Responsibility of the Board of Trustees. All corporate
powers of the Corporation conferred by its Articles of Incorporation, these
By-laws, the GNCC, or otherwise, shall be exercised by or under the
authority of the Board of Trustees, and the business and affairs of the

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Corporation shall be managed by or under the direction and subject to the

oversight of its Board of Trustees.
By majority vote of the Board of Trustees then in office, the Board of
Trustees may adopt such rules and regulations for the conduct of its business
and the affairs of the Corporation as the Board of Trustees deems advisable
and may, in the execution of its powers, delegate certain of its authority and
responsibility to, or seek direction and advice from, one or more committees
as provided below.
No stockholders. There shall be neither stock nor any stockholders in the
Corporation.
Composition of the Board of Trustees. The Board of Trustees shall be
comprised of the Founding Trustees, the Sponsoring Trustees, the Advisory
Trustees, the Active Trustees, and the Trustees Emeritae. The total number
of Trustees shall be no fewer than six (6) nor more than thirty-two (32)
excluding the Trustees Emeritae, and shall be fixed within such range by the
Board of Trustees, provided, however, that no vote decreasing the number of
Trustees within this range shall have the effect of shortening the term of an
incumbent Trustee.
(a) Classes of Trustees and Terms of Office. The number of Members of
each class of Trustees and the qualifications, terms of office, rights and
privileges of the Members of each class are as follows:
(1) Founding Trustees. Each of the original twelve (12) Trustees of the
Corporation shall be a Founding Trustee, to-wit:
Louise Richardson Allen
Elkin Goddard Alston
Frances McDonald Carmichael
Anne Cox Chambers
Frances Floyd Cocke
Virginia Campbell Courts

Sylvia Montag Ferst

Isabelle Woolford Kennedy
Nora Glancy Maddox
Sara Giles Moore
Catherine Smith Nunnally
Josephine Crawford Robinson

The term of each Founding Trustee shall be for life.

(2) Sponsoring Trustees. Each of the original two (2) Sponsoring Trustees
of the Corporation, to wit:
Virginia Carroll Crawford
Katherine Murphy Riley
shall be a Sponsoring Trustee. The term of each Sponsoring Trustee shall be
for life.
(3) Advisory Trustees. An Advisory Trustee shall be an Active Member
elected by the Founding and then-serving Advisory Trustees. The number of

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Advisory Trustees together with the number of then-serving Founding

Trustees shall not at any time exceed the number of original Founding
Trustees (12). No more than one Advisory Trustee may be elected in any
one year. The term of each Advisory Trustee shall be for life or until such
time as such Advisory Trustee elects to become a Trustee Emerita. An
Advisory Trustee or a Trustee Emerita may also elect (in her sole discretion)
to resign her office by notifying the Chair in writing.
(4) Trustees Emeritae. A Trustee Emerita shall be a former Founding,
Sponsoring or Advisory Trustee. A Founding or Advisory Trustee shall
become a Trustee Emerita by notifying the Chair in writing of her intention
to become a Trustee Emerita. The term of each Trustee Emerita shall be for
life. Trustees Emeritae shall not be included in determining a quorum of the
Board of Trustees.
(5) Active Trustees. An Active Trustee shall be an officer or other person
elected by the Board of Trustees to serve as a Trustee for a term co-extensive
with such officers term of office, or, in the case of a non-officer, for a twoyear term. The persons serving as Chair, Chair-elect (if any), Past Chair (if
any), Secretary, Treasurer, Chair of the Governance/Nominating Committee,
and Chair of the Membership Development Committee shall be Active
Trustees during their terms of office. The number of persons permitted as
Active Trustees may be increased or decreased by majority vote of the Board
of Trustees as long as the total number of Active Trustees does not exceed
twenty (20). All Active Trustees will serve until the expiration of their term
and until any successors have been elected and qualified, or until their earlier
death, resignation, removal, retirement, or disqualification. The Board of
Trustees may by resolution provide for the staggering of two (2) year terms
of Active Trustees.
(b) Election of Trustees. An Advisory Trustee shall be elected by the
affirmative vote of not less than a majority of the Founding and Advisory
Trustees.
An Active Trustee shall be nominated by the
Governance/Nominating Committee and elected by the affirmative vote of
not less than a majority of the Board of Trustees.
(c) Officers. The officers shall consist of the Chair, Chair-Elect or Past
Chair, Secretary and Treasurer and such other officers as the Board of
Trustees may elect from time to time. The officers, other than the ChairElect and the Past Chair, shall be elected by the Board of Trustees for a two
(2) year term. The Chair-Elect shall be elected for a one (1) year term
coincident with the second year of the Chairs two (2) year term. The Past
Chair will be the immediately preceding Chair who shall serve a one (1) year
term coincident with the first year of the succeeding Chairs two-year term.
The Chair will serve one two (2) year term; the Chair-Elect and the Past
Chair one one (1) year term; the Secretary, Treasurer and any other officer
may be elected to serve up to three consecutive two (2) year terms. All

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officers will serve until the expiration of their term and until any successors
have been elected and qualified, or until their earlier death, resignation,
removal, retirement, or disqualification. Any officer may be removed at any
time by the affirmative vote of a majority of the Board of Trustees, with or
without cause. Duties, authority and powers of the officers shall be those
usual to their respective offices; and the officers shall have such other duties,
authority and powers as the Board of Trustees may from time-to-time
prescribe.
(d) Committees.
(1) Executive Committee. The Executive Committee shall have and may
exercise all of the authority of the Board of Trustees in the management of
the business and affairs of the Corporation, when it is impractical for the
Board of Trustees to do so directly, except that it shall have no power or
authority (1) to adopt, amend or repeal the Articles of Incorporation or these
By-laws; (2) to adopt, amend or repeal a plan of merger or consolidation; (3)
to sell, lease, exchange, transfer, pledge or otherwise dispose of all or
substantially all of the property and assets of the Corporation; (4) to dissolve
or revoke the charter of the Corporation; (5) to appoint or remove Trustees or
fill vacancies on the Board of Trustees or on any of its committees; or (6) to
enter into material contracts, leases, agreements, or other arrangements or
to effectuate a material change in the operations of the Corporation, the
monetary value of such materiality to be determined by the affirmative
vote of a majority of the Board of Trustees at the first meeting in each year,
but never to exceed $100,000. The Executive Committee shall keep regular
minutes of its meetings and report the same to the Board of Trustees for
ratification at its next meeting. The Executive Committee shall consist of the
Chair, the Chair-Elect (if any), the Past Chair (if any), the Secretary, the
Treasurer, the Chair of the Shop, the Chair of the Restaurant, the Chair of the
Art Gallery, and one Founding or Advisory Trustee elected by a majority
vote of the Founding and Advisory Trustees for a two (2) year term. All
Members of the Executive Committee shall serve two (2) year terms, except
the Chair-Elect and the Past Chair who shall serve one (1) year terms.
(2) Governance/Nominating Committee. The Governance/Nominating
Committee shall be chaired by an Active Member nominated by the
Governance/Nominating Committee and elected by majority vote of the
Board of Trustees and shall include the Chair-Elect (if any), the Past Chair (if
any), the Chair of Volunteer Activities, three (3) at-large Members not then
serving on the Board of Trustees nominated by the Membership and elected
by the affirmative vote of the Board of Trustees, and one (1) Advisory
Trustee elected by majority vote of the Founding and Advisory Trustees.
The Chair-Elect (if any) and the Past Chair (if any) will serve one (1) oneyear term in alternate years. All other Committee Members will serve one
(1) two-year term. The Board of Trustees may by resolution provide for the
staggering of these terms. The Governance/ Nominating Committee shall

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nominate candidates as officers, committee chairs for all committees

established by the Board of Trustees, and Active Trustees, and shall also
have responsibility for proposing amendments to these By-laws to the Board
of Trustees. The Governance/Nominating Committee also may have other
duties, authority and powers as the Board of Trustees may from time-to-time
prescribe.
(3) Finance Committee. The Finance Committee shall be chaired by the
Treasurer and shall include the Chair, the Chair-Elect (if any), the TreasurerElect (if any), the Chair of the Shop, the Chair of the Restaurant, the Chair of
the Art Gallery, and two at-large Members appointed by the Treasurer.
Duties, authority and powers of the Finance Committee shall be those usual
to such a committee. The Finance Committee shall have such other duties,
authority and powers as the Board of Trustees may from time-to-time
prescribe.
(4) Audit Committee. The Audit Committee shall be comprised of five
Trustees who are not also the Chair, Chair-Elect, Secretary, or Treasurer of
the Corporation, elected by affirmative vote of the Board of Trustees. The
Members of the Audit Committee should meet the criteria for
independence under the Sarbanes-Oxley Act of 2002. Unless at least one
Member qualifies as a financial expert under the Sarbanes-Oxley Act, the
reasons for not having such a Member must be set forth in the resolution
electing the Committee. The Audit Committee has duty, authority and power
over the hiring of the auditors, setting compensation for the auditors, and
overseeing their activities; reviewing the audit of the Corporations financial
statements and making related recommendations to the Board of Trustees;
reviewing any comments by the auditors and making related
recommendations to the Board of Trustees; reviewing the Corporations
critical accounting policies and decisions and the adequacy of its internal
control systems; overseeing the accuracy of its financial statements and
reports; and setting rules and processes for complaints concerning accounting
and internal control practices. The Audit Committee shall have such other
duties, authority and powers as usual to such a committee or as the Board of
Trustees shall from time-to-time prescribe. The Treasurer may provide
support to the Audit Committee but shall not be a member of the committee.
Trustees other than the Chair, Chair-Elect, Secretary or Treasurer may serve
on both the Audit and the Finance Committees simultaneously.
(5) Membership Development Committee. The Membership Development
Committee shall be comprised of two Advisory Trustees elected by majority
vote of the Founding and Advisory Trustees, three at-large Members who are
not also Trustees nominated by the Membership and elected by the Board of
Trustees, two then-serving Active Trustees elected by the Board of Trustees,
and the Chair of Membership Programs. The Members of the committee
shall serve two-year terms and shall elect one of their Members as Chair for a
two-year term. The Membership Development Committee shall have such

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duties, authority and powers as the former Membership Policies Committee

has traditionally exercised, including with respect to facilitating the election
of new Members, and such other duties, authority and powers as the Board of
Trustees may from time-to-time prescribe.
(6) Other Committees. The Board of Trustees may from time-to-time
create, dissolve or amend such additional committees as may be necessary by
the affirmative vote of a majority of the Board of Trustees, provided,
however, that the Executive Committee, the Governance/Nominating
Committee, the Finance Committee, the Audit Committee, the Membership
Development Committee, or such additional committee shall have no power
or authority (1) to adopt, amend or repeal the Articles of Incorporation or
these By-laws; (2) to adopt, amend or repeal a plan of merger or
consolidation; (3) to sell, lease, exchange, transfer, pledge or otherwise
dispose of all or substantially all of the property and assets of the
Corporation; (4) to dissolve or revoke the charter of the Corporation; (5)
appoint or remove Trustees or fill vacancies on the Board of Trustees or on
any of its committees; or (6) to enter into material contracts, leases,
agreements, or other arrangements or to effectuate a material change in the
operations of the Corporation, the monetary value of such materiality to be
determined by the affirmative vote of a majority of the Board of Trustees at
the first meeting in each year, but never to exceed $100,000.
(7) Vacancies: Vacancies (however arising) in the Membership of any
committee may be filled by elections made in the same manner as provided
in the case of the original election.
(8) Terms: Each Member of a committee shall serve at the pleasure of the
Board of Trustees except those committee members elected by the Founding
and Advisory Trustees who shall serve at the pleasure of the Founding and
Advisory Trustees.
(9) Committee rules and regulations: Each committee may adopt such
rules and regulations governing its activities as it sees fit, not inconsistent
with the Articles of Incorporation, these By-laws, or rules or regulations
adopted by the Board of Trustees.
(10) Committee Quorum: Unless otherwise provided in these By-laws or by
resolution of the Board of Trustees, a majority of the committee members
shall constitute a quorum; and the act of a majority of Members present at a
meeting at which a quorum is present shall be the act of the committee.
(e) Resignations, Removals and Vacancies.
(1) Resignations. Any Trustee may resign at any time by delivering notice in
writing or by electronic transmission requiring a receipt of electronic
delivery to the Board of Trustees, the Chair or the Secretary. Such

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resignation shall take effect at the time specified in the notice or, if no time is
specified, then upon receipt. A resignation need not be accepted to be
effective.
(2) Removals. Any Trustee other than a Founding, Sponsoring or Advisory
Trustee may be removed, with or without cause, at any regular or special
meeting of the Board of Trustees by the affirmative vote of a majority of
Trustees then in office, if the notice of the acting upon such removal shall
have been expressly given in the notice of the meeting. An Advisory Trustee
may only be removed by such vote and the majority vote of the other thenserving Founding and Advisory Trustees. A removed Trustees successor
may be elected at the same meeting to serve out the unexpired term, if notice
of the acting upon such successor shall have been expressly given in the
notice of the meeting.
(3) Vacancies. Any vacancy in the Board of Trustees arising at any time and
from any cause, including the authorization of an increase in the number of
Trustees, may be filled for the expired term by a majority of Trustees, then in
office or, in the case of the vacancy of an Advisory Trustee by affirmative
vote of a majority of the Founding and Advisory Trustees.
(f) Compensation and Expenses. No Trustee of the Corporation shall
receive, directly or indirectly, any salary, compensation, or remuneration
from the Corporation in any capacity, unless authorized by the concurring
vote of majority of all Trustees then in office or (notwithstanding any
quorum requirement of these By-laws) by the concurring vote of all
disinterested Trustees, although the reasonable expenses of Trustees actually
incurred in the performance of her duties may be paid or reimbursed by the
Corporation.
(g) Qualification of Trustees. All Trustees shall be natural persons who are
18 years of age or older but need not be residents of the State of Georgia. No
person elected to serve as a Trustee shall assume such office and commence
such service unless and until such persons shall be duly qualified therefor.
Such a Trustee-elect shall not be deemed to be duly qualified to assume the
office of and serve as a Trustee if such assumption or service by the person
would violate, or would cause the Corporation to be in violation of, any
applicable federal or state law or regulation.
(h) Voting Rights: Right to Hold Office. Each Member of the Board of
Trustees shall have the right to vote on any issue that may properly come
before any meeting of the Board of Trustees and to hold any office in the
Corporation to which she may be elected or appointed except to the extent
these By-laws provide otherwise.
(i) Voting. Trustees may vote in person or by proxy at any meeting at which
there is a quorum of Trustees present:

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(1) for the name or names of any person or persons proposed for
Membership in accordance with these By-laws, or
(2) on any other matter, including an amendment to these By-laws,
as to which the Trustees have been notified in writing in accordance
with subsection (j) that such matter would be considered.
(j) Meetings and Notice.
(1) Place of Meetings. The Board of Trustees of the Corporation may hold
meetings, both regular and special, either within or outside the State of
Georgia as set forth in the notice calling such meeting or in the event of a
meeting held pursuant to waiver of notice, as may be set forth in such waiver,
or, if no place is specified, at the principal office of the Corporation.
(2) Regular Meetings: Notice. Regular meetings of the Board of Trustees
may be held without notice at such time and place as shall from time to time
be determined by resolution of the Board.
(3) Special Meetings: Notice. Special meetings of the Board may be called
by or at the request of the Chair of the Board or any two Trustees in office at
that time. Unless waived, at least 24 hours prior notice of any such special
meeting shall be given orally, telegraphically, electronically, in writing, or by
facsimile transmission duly given or served on each Trustee personally
(including by private carrier) at such telephone or fax number or email
address which the Trustee has provided to the Corporation, or on at least five
business days notice if notice to any Trustee is deposited, first class postage
prepaid, in the United States Mail to such Trustee at her address as it appears
on the records of the Corporation. If notice is given electronically to the last
designated email address provided by the Trustee, a delivery receipt shall be
obtained. Such notice shall state a reasonable time, date and place of
meeting.
(4) Notice of Amendments. In case of any meeting of the Board of Trustees
at which an amendment to the Articles of Incorporation or to these By-laws
is to be considered, notice of the meeting shall include the proposed
amendment.
(k) Waiver. Notice of any regular or special meeting need not be given to
any Trustee who signs a waiver of notice either before or after the meeting.
Attendance of a Trustee at a meeting shall constitute a waiver of notice of
such meeting and waiver of all objections to the place and time of the
meeting, or the manner in which it has been called or convened, except when
the Trustee states, at the beginning of the meeting (or promptly upon her
arrival) any such objection or objections to the transaction of business.
(l) Quorum. At all meetings of the Board of Trustees, a majority of the
Founding, Advisory, and Active Trustees shall constitute a quorum for the

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transaction of business, and the acts of a majority of the Trustees present at

any meeting at which there is a quorum shall be deemed to be the acts of the
Board of Trustees, except as may be otherwise specifically provided by law,
the Articles of Incorporation, or these By-laws.
(m) Action by Trustees without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Trustees may be taken
without a meeting, if a consent in writing or by electronic transmission
describing the action taken is signed by not less than a majority of Trustees
(excluding Trustees Emerita) then in office (or in the case of actions to be
taken by a majority of the Founding and Advisory Trustees, if such consent
is signed by no less than a majority of the then-serving Founding and
Advisory Trustees) and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. Such consent shall have the
same force and effect as an affirmative vote at a meeting duly called.
(n) Participation by Conference Telephone. Trustees may participate in
and hold a meeting by means of conference telephone or similar
communications equipment including audio/video conferencing by means of
which all persons participating in the meeting can simultaneously hear each
other during the meeting. Participation in such a meeting shall constitute
presence in person at the meeting, except where a Trustee participates in the
meeting and, at the beginning of the meeting, objects to holding the meeting
or transacting business at the meeting and does not subsequently vote for or
assent to any action taken at the meeting.
(o) Proxies. Except where proscribed by applicable law, a Trustee may vote
in person or by proxy executed in writing by the Trustee or her attorney-infact. A proxy shall not be valid after eleven (11) months from the date of its
execution, unless a longer period is expressly stated therein.
ARTICLE III MEMBERSHIP
(a) Classes of Membership. Membership classes in the Corporation shall be
Founding, Sponsoring, Active, Sustaining, and Non-Resident. All classes of
Membership shall have the same rights and privileges within the Corporation
and shall be required to pay annual dues, to participate in the Corporations
fundraising projects, and to meet all financial and other obligations of
Membership.
(1) Founding. The Founding Members are the original twelve (12) Founding
Trustees of the Corporation.
(2) Sponsoring. The Sponsoring Members are the original two (2)
Sponsoring Trustees.

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(3) Active. An Active Member shall be a Member who fully participates in

the activities of the Corporation. Active Members are required to work
regularly in one of the Gift Shop, the Restaurant, or the Gallery, attend
Membership meetings, and support the fundraisers of the Corporation. For
the avoidance of doubt, an Active Member is eligible to be elected to the
Board of Trustees as an Active Trustee or as an Advisory Trustee.
(4) Sustaining. An Active Member shall be entitled to Sustaining Member
status after fifteen (15) years of active service, upon request, by notifying the
Chair of the Membership Development Committee in writing of her intention
to do so. A Sustaining Member is not required to work in the Gift Shop, the
Restaurant or the Gallery but is otherwise expected to participate in all of the
activities of the Corporation. For the avoidance of doubt, a Sustaining
Member is eligible to be elected to the Board of Trustees as an Active
Trustee.
(5) Non-Resident. A Non-Resident Member shall be a member residing
beyond a 50-mile radius of Atlanta.
The Board of Trustees, in its discretion, may at any time and from time to
time, establish honorary or other such classes of membership as it may so
determine.
Membership in the Founding and Sponsoring Member
classifications is closed.
However, the Membership shall not have voting rights, and persons to whom
such Memberships are granted shall have no right to participate in the
management of the Corporation and shall have no interest in or rights to any
of the Corporation's assets or properties.
(b) Number of Active Members. Membership shall be limited to 125 Active
Members, in addition to those Active Members who are also Advisory
Trustees or Trustees Emeritae. The Board of Trustees may vote from timeto-time (other than at a meeting to elect new Members) to increase the
number of Active Members from 125 to no more than 150 such Members as
needed to sustain fundraising and other activities of the Corporation.
(c) Dues. Dues are set annually by the affirmative vote of the Board of
Trustees.
(d) Loss of Membership. A Member shall forfeit her right to Membership
for failure to pay annual dues or to satisfy other financial or mandatory
obligations in a timely manner. Any such Member may appeal her
termination in writing to the Board of Trustees. Upon a finding of
extraordinary circumstances by a majority of the Board of Trustees and
payment of any delinquent amounts, the Member's Membership rights may
be restored.
(e) Proposal and Election of New Members. Before proposing or endorsing
a prospective Member, the Member should have been a Member in good

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standing for at least three years. A Member should skip one year between
proposing or endorsing a prospective candidate. Only one of a prospective
Members sponsors or endorsers can be a Trustee.
(1) The application and letters of proposal by one (1) sponsor and two (2)
endorsers must be sent to the Foundation Office by the third Monday in
January of each year. A Member may sponsor or endorse only one candidate
per year. However, Members of the Membership Development Committee
cannot sponsor or endorse candidates. No candidate shall be proposed
without the candidate's prior consent. The joining fee will be set annually by
the Board of Trustees and communicated to the candidate prior to
nomination. Proposed Members are expected to complete one provisional
year prior to election and to support the Corporation's special projects.
(2) At least one month prior to the election of new Members, the Chair of the
Membership Development Committee shall notify the Board of Trustees of
the current number of Active Member slots available to be filled and shall
identify and nominate candidates proposed for Membership.
(3) Election of prospective Members shall be voted upon in May of each year
at a meeting of the Board of Trustees at which a quorum must be present.
The election shall be conducted by secret ballot. An affirmative vote of 2/3
of the Board of Trustees voting, in person or by proxy, shall be required to
elect a new Member. Upon the consent of a majority of the Board then
present at the meeting at which a quorum is present and if the number of
nominees for Membership is greater than the number of available vacancies,
subsequent ballots may be held until all vacancies are filled by a 2/3
affirmative vote, as stated above. Additional ballots shall not be permitted
whenever the number of nominees for Membership is equal to or less than
the number of vacancies available immediately prior to the first ballot. Those
Trustees unable to attend the election meeting may vote by proxy by
completing a proxy form and mailing, faxing, or e-mailing it to the Chair of
the Membership Development Committee.
(4) A new Member is required to pay the joining fee within thirty (30) days
after receipt of written notification of her election.
ARTICLE IV FINANCES
The Corporation will accept gifts, bequests or devises which are offered to it
without condition from any sources whatsoever to the maximum extent
permitted by law, unless the Board of Trustees shall determine otherwise by
majority vote. The Board of Trustees also may agree with the donors thereof
on any conditions to such gifts, bequests or devises for the purposes provided
in the Corporations Charter. The Board of Trustees shall prescribe the
manner in which the funds of the Corporation are to be safeguarded,

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managed, invested and disbursed in support of the Corporations charitable

purpose.
ARTICLE V - AMENDMENTS
These By-laws may be amended or repealed and new By-laws adopted at any
time and from time-to-time by the affirmative vote of a majority of the Board
of Trustees then elected and serving. The Board of Trustees shall be
empowered to create Standing Rules to augment and clarify the intent of the
By-laws. At any meeting at which there is a quorum, the Standing Rules may
be amended by the affirmative vote of a majority of the Trustees present at
such meeting.
ARTICLE VI - CORPORATE RECORDS
The Board of Trustees shall ensure that its activities are faithfully recorded in
the minute books of the Corporation and that true and accurate accounts are
kept of its financial affairs and shall place on record, at least annually, a
financial statement of the affairs of the Corporation.
ARTICLE VII SEAL
Seal. The seal of the Corporation shall consist of a circle, around the inside
of the circumference of which shall appear the words Forward Arts
Foundation, Inc., and in the center of which shall appear the year, 1965,
an imprint of said seal being made hereon.
ARTICLE VIIIFISCAL YEAR
Fiscal Year. The Board of Trustees is authorized to fix the Corporations
fiscal year and to change the year from time-to-time as the Board of Trustees
may from time to time determine.
ARTICLE IX- INDEMNIFICATION
(a) Indemnification. In the event that any person who was or is party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, seeks indemnification from the Corporation against expenses,
including attorneys' fees (and in the case of actions other than those by or in
the right of the Corporation, judgments, fines and amounts paid in
settlement), actually and reasonably incurred by such person in connection
with such action, suit, or proceeding by reason of the fact that such person is
or was a Trustee, officer, Member, volunteer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as trustee,
officer, Member, employee, director, or agent of another corporation,
domestic or foreign, non-profit or for profit, partnership, joint venture, trust
or other enterprise, then, unless such indemnification is ordered by a court,

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the Corporation shall determine, or cause to be determined, in the manner

provided under Georgia law, whether or not indemnification is proper under
the circumstances because the person claiming such indemnification has met
the applicable standards of conduct set forth in Georgia law; and, to the
extent it is so determined that such indemnification is proper, the person
claiming such indemnification shall be indemnified to the fullest extent now
or hereafter permitted by Georgia law. Such indemnification shall continue
as to a Trustee, officer, Member, volunteer, employee or agent who has
ceased to serve in such capacity and shall insure to such persons heirs,
executors and administrators. Notwithstanding anything to the contrary,
however, and for the avoidance of doubt, indemnification shall not be made
to the extent that it is prohibited by the GNCC.
(b) Indemnification Not Exclusive of Other Rights. The indemnification
provided in paragraph (a) above shall not be deemed exclusive of any other
rights such Trustee, officer, Member, volunteer, employee, or agent may be
entitled to under the Corporations Charter, these By-laws, any agreement,
vote of disinterested Trustees, or otherwise, or from another corporation,
domestic or foreign, non-profit or for profit, partnership, joint venture, trust
or other enterprise, both as to action in an official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a trustee, officer, Member, employee, volunteer, or
agent, and shall inure to the benefit of the heirs, executors, and administrators
of such a person. Notwithstanding anything to the contrary, however, and for
the avoidance of doubt, indemnification shall not be made to the extent that it
is prohibited by the GNCC.
(c) Insurance. To the extent permitted by Georgia law, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a
trustee, officer, Member, employee, volunteer or agent of the Corporation, or
is or was serving at the request of the Corporation as a trustee, officer,
Member, employee, director, or agent of another corporation, domestic or
foreign, non-profit or for profit, partnership, joint venture, trust or other
enterprise.
(d) Advance of Expenses. Expenses incurred with respect to any claim,
action, suit or proceeding of the character described in section (a) of this
Article VIII shall be advanced by the Corporation prior to the final
disposition thereof, provided the recipient guarantees (or another guarantees
on behalf of the recipient) to repay such amount unless it shall ultimately be
determined that such person is entitled to indemnification under this Article.
(e) Exculpation. No Trustee of the Corporation shall be personally liable to
the Corporation for monetary damages for breach of the duty of care or other
duty as a Trustee if the Trustee acted in a manner such person believed to be
in, or not opposed to, the best interests of the Corporation and, with respect
to any criminal action or proceeding, had not reasonable cause to believe his

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or her conduct was unlawful. Notwithstanding, however, and for the

avoidance of doubt, no Trustees liability shall be limited or eliminated for
any action with respect to which exculpation is prohibited by the GNCC. If
the GNCC is amended after the effective date of this Article to authorize
corporate action further limiting the personal liability of Trustees, then the
liability of a Trustee shall be limited to the fullest extent permitted by the
GNCC as so amended. Any repeal or modification of the foregoing
paragraph shall not adversely affect any right or protection of a Trustee
existing at the time of such repeal or modification and this right to
exculpation shall continue as to a person who has ceased to be a Trustee and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.
ARTICLE X CONFLICT AND DISCLOSURE OF INTEREST
POLICY
Conflict and Disclosure of Interest Policy. The Corporation has adopted a
conflict of interest policy that complies with (1) the disclosure, approval and
other requirements of Section 14-3-865 of the GNCC regarding conflicting
interest transactions and (2) the Internal Revenue Service guidelines for
conflicts of interest applicable to non-profit corporations that are exempt
from federal income taxation under Section 501(c)(3) of the Internal
Revenue Code.

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