By-laws of Renegade Garage Players, Inc.

ARTICLE I
Offices
SECTION1: Principal Office

The principal office of this corporation is located in Hamilton County, State of Ohio.

SECTION 2: Change of Address

The designation of the county or state of the corporation’s principal office may be changed by amending these by-laws.

SECTION 3: Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business as designated by the board of directors from time to time.

ARTICLE II
Non-profit Purposes
SECTION 1: Non-profit 501(c) (3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code.

SECTION 2: Specific Objectives

This corporation seeks to:

a) organize performing arts events open to the public which involve participants with and without
disabilities;

b) provide continuing education opportunities which involve persons with and without disabilities;

c) organize community service projects which involve persons with and without disabilities;

d) support any project which may promote integration between persons with and without disabilities.

ARTICLE III
Directors
SECTION 1: Number

The corporation shall have no less than seven and no more than fifteen directors. They shall be known collectively as the Board of Directors. Their number shall be determined from time to time by the Board of Directors. The first group of directors will be designated by the incorporator; every group thereafter shall be elected by the Board.

SECTION 2: Qualifications

Directors shall be the age of majority in this state. At least two of the directors shall have a physical, mental and/or emotional disability.

SECTION 3: Powers

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these by-laws, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4: Duties

It shall be the duty of the directors to:

a) Perform any or all duties imposed upon them collectively or individually by law, or the Articles of
Incorporation, or by these by-laws;

b) Appoint and remove, employ and discharge, and prescribe duties and fix compensation, if any, of all
Officers, agents, and employees of the corporation;

c) Supervise all officers, agents, and employees of the corporation to ensure their duties are properly
performed;

d) Meet at such times and places as required by these by-laws;

e) Register their addresses and telephone numbers with the Secretary of this corporation, and notices of
meetings mailed to or telephoned to such addresses or telephones numbers shall be valid notice thereof.

SECTION 5: Term of Office

Generally each director shall hold office for a period of 3 years and until his or her successor is elected and qualified. At the time of incorporation, there will be an exception to this rule. In order to create “staggered” elections, 1/3 will be elected for a 1 year term, 1/3 will be elected for a 2 year term, and 1/3 will be elected for a 3 year term.

A director may serve no more than 2 consecutive terms. Upon the completion of a second consecutive term, a director may not be re-elected until at least the period of 1 year has passed.

SECTION 6: Compensation

Directors shall serve without compensation. They shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties.

SECTION 7: Places of Meetings

Meetings shall be held at the principal office of the corporation or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 8: Regular Meetings

Regular meetings shall be held on the third Sunday of each month at 7:00 PM unless such day falls on a legal holiday, in which event the regular meeting shall be held on the same day of the week and time during the following week.

If the corporation makes no provisions for members, then, at the regular meeting of directors held on the third Sunday of September, directors shall be elected by the Board of Directors. Voting for the election of directors shall be by written ballot. Each director may cast one vote per position needing to be filled.

SECTION 9: Special Meetings

Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, or by any two directors. Such meetings shall be held at the principal office of the corporation unless notified otherwise by the person calling the meeting.

SECTION 10: Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these by-laws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

a) Regular meetings: No notice need be given of any regular meeting of the Board of Directors.

b) Special meetings: At least one week prior notice shall be given by the Secretary of the corporation to
each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, or by telephone and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.

SECTION 11: Quorum of Meetings

A quorum shall consist of two-thirds of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these by-laws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is to adjourn.

SECTION 12: Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

SECTION 13: Conduct of Meetings

Meetings shall be led by the President of this corporation and shall be governed by Roberts Rules of Order.

SECTION 14: Vacancies

Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director, or whenever the number of directors on the Board is increased.

Any director can resign by giving written notice to the President or Vice-President.

Directors may be removed from office with cause as permitted by and in accordance with state law.

Vacancies may be filled by a vote of the Board of Directors. A person elected to fill a vacancy may serve until the time of the next annual Board election. That person would then be eligible to serve two terms.

SECTION 15: Non-liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 16: Insurance for Corporation Agents

Except as may otherwise be provided by law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the agent of the corporation against liabilities incurred by that agent.

ARTICLE IV
Officers
SECTION 1: Designation of Officers

The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer.

SECTION 2: Duties of President

Subject to the control of the Board of Directors, the President shall set the agenda for and supervise the monthly meetings of the Board of Directors. Prior to the annual elections, in conjunction with the Vice-President, the President shall develop a list of potential candidates who might serve as future Board members.

SECTION 3: Duties of Vice-President

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President. As directed by the Board, the Vice President shall, as the need arises, establish and recruit members for special committees. Prior to the annual elections, in conjunction with the President, the Vice-President shall develop a list of potential candidates who might serve as future Board members.

SECTION 4: Duties of Secretary

The Secretary shall be responsible for:

a) preserving original copies of important corporation documents

b) recording and distributing the minutes of each monthly meeting

c) sending all notices as specified by the by-laws

d) maintaining a roster of the names, addresses, and phone numbers of those people participating in
corporation sponsored activities

e) performing any other duties as reasonably specified by the Board of Directors

SECTION 5: Duties of Treasurer

The Treasurer shall be responsible for:

a) maintaining records of all funds and securities that are in the possession of the corporation

b) depositing all funds or securities in banks and depositories as specified by the Board of Directors

c) receiving and giving receipt for monies due to the corporation

d) distributing or causing to be disbursed the funds of the corporation as directed by the Board of
Directors

e) reporting to the Board each month a description of the major financial transactions to which the
corporation has engaged

f) writing and distributing a timely annual financial report to the Board of Directors

ARTICLE V
Committees
The Board of Directors may from time to time establish special committees. The Board must specify the purpose and duration of these committees. Meeting and actions of these committees shall be governed by the provisions of the by-laws.

ARTICLE VI
Execution of Instruments, Deposits and Funds
SECTION 1: Execution of Instruments

The Board of Directors, except as otherwise provided for in these by-laws, may by resolution authorize any officer or agent of the corporation to enter in any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or for any amount.

SECTION 2: Checks and Notes

The Board of Directors shall designate by resolution what person or persons must sign checks and promissory notes for the corporation. All purchases over $100 must receive pre-approval by the Treasurer.

SECTION 3: Gifts

The Board of Directors may accept on behalf of the corporation any contributions or gifts for the non-profit purposes of this corporation.

ARTICLE VII
Charitable Purposes
The property of this corporation is irrevocably dedicated to charitable purposes. Upon the dissolution, or winding up, of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a non-profit fund, foundation, or corporation organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as provided by Section 501 (h) of the Internal Revenue Code) and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its directors or other private persons, except that this corporation shall be authorized and empowered to make reasonable compensation for services rendered and make payment and distribution in furtherance of the purposes set forth in the Articles of Incorporation.

Notwithstanding any other provisions of the Articles of Incorporation, this corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code or by a corporation to which contributions are deductible under Section 501 (c) (2) of the Internal Revenue Code.

ARTICLE VIII
Amendment of By-laws
With the exception of Article VII which cannot be amended, the Board of Directors may vote to amend these by-laws. Two-thirds of the Directors must vote to pass an amending resolution.

Amendments
AMENDMENT 1 (Adopted June 11, 2000)

Any purchase over $100 requires the signature of the Treasurer or the Executive Director. The additional signature of a second Board member or the Executive Director is required for any check written over $200.

(Amended May 18, 2003)
Any purchase over $100 requires the signature of the Treasurer or the Executive Director. With the exception of routine, recurring expenses, the additional signature of a second Board member or the Executive Director is required for any check written over $200.
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AMENDMENT 2 (Adopted June 11, 2000)

The Board must have a minimum of nine monthly meetings a year.

(Amended December 2, 2001)
The Board must have a minimum of eight monthly meetings a year.
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AMENDMENT 3 (Adopted February 18, 2001)

Regular meetings shall be held on the third Sunday of each month unless such day falls on a legal holiday in which event the regular meeting shall be held on the same day of the following week. (See Article III, Section 8).

(Amended January 13, 2002)
Regular meetings shall be held on the fourth Sunday of each month unless such day falls on a legal holiday in which event the regular meeting shall be held on the same day of the following week.

(Amended November 16, 2003)
Regular meetings shall be held on the first Sunday of each month unless such day falls on a legal holiday in which event the regular meeting shall be held on the same day of the following week.
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AMENDMENT 4 (Adopted February 18, 2001)

a) Prior to the third Sunday of August, the President, with input from the Vice-President, the Board of Directors, and the general public, shall develop a list of candidates who might serve as future Board members. (See Article IV, Section 2) On or before the third Sunday of August, the candidates for office will be presented to the Board of Directors and their names made available to the general public.

b) The Directors shall be elected by the Board of Directors on the third Sunday of September. Voting for the election of Directors shall be by secret ballot. Each Director shall cast one vote per position needing to be filled. (See Article III, Section 8)

(Amended February 23, 2002)
a) Prior to the fourth Sunday of September, the President, with input from the Vice-President, the Board of Directors, and the general public, shall develop a list of candidates who might serve as future Board members. On or before the fourth Sunday of October, the candidates for office will be presented to the Board of Directors and their names made available to the general public.

b) The Directors shall be elected by the Board of Directors on the fourth Sunday of October. Voting for the election of Directors shall be by secret ballot. Each Director shall cast one vote per position needing to be filled.

(Amended November 16, 2003)
c) Prior to the first Sunday of September, the President, with input from the Vice-President, the Board of Directors, and the general public, shall develop a list of candidates who might serve as future Board members. On or before the first Sunday of October, the candidates for office will be presented to the Board of Directors and their names made available to the general public.

d) The Directors shall be elected by the Board of Directors on the first Sunday of October. Voting for the election of Directors shall be by secret ballot. Each Director shall cast one vote per position needing to be filled.
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AMENDMENT 5 (Adopted November 16, 2003)

Directors elected to the Board during the October Board meeting shall begin serving term on January 1 of the following year. These directors shall be invited to observe the any Board meetings, general or special, occurring between the October Board meeting and the end of the calendar year.