Governance
Documents
Second Amended Articles · Bylaws · Founding Round Resolution · Subsequent Round Template · ESOP Resolution
Investors hold Preferred Stock — one class, multiple offering rounds at increasing prices set by the Board. Non-voting except for the right to elect one board member as a class. Preferred Stock receives dividends when and if declared by the Board, and liquidation preference at the price each investor paid ahead of Common Stock. No new series is created with each round — the Board simply authorizes a new offering at a new price by resolution.
Preferred Stock holders elect one board member as a class right for so long as any Preferred Stock remains outstanding — giving investors a genuine seat at the table without threatening Foundation voting control.
Price reflects performance — the share price increases with each offering round as the business demonstrates value. The Founding Round opens at $25/share before full operations launch. Round 2 opens at $35/share after the November 2026 full launch. Future rounds are priced by Board resolution based on performance metrics, financial results, and enterprise value at the time of each offering.
ESOP Employee Pool — 7,500 shares of non-voting Common Stock reserved for the Employee Stock Ownership Plan. Employees receive real economic equity and participate in the upside; voting control remains with the Foundation. Vesting after three qualifying years of service, not necessarily continuous.
| Class | Shares Authorized | Shares Reserved / Issued | Holder | Voting | Dividends |
|---|---|---|---|---|---|
| Common Stock | 50,000 | ~42,500 (Foundation majority) | Chalfonte Foundation (majority) · future transfers by Board resolution | Yes · 1 vote/share | After Preferred · Board discretion |
| Common Stock — ESOP Pool | — | 7,500 reserved | Eligible employees · vesting after 3 qualifying years | No (non-voting by Board resolution) | Yes · same as Common |
| Preferred Stock — Founding Round | Up to 12,000 (this round) | Up to 12,000 · $25/share | Founding investor shareholders · $10K minimum · July–Nov 2026 | No · except elect 1 board member as class across all rounds | If and when declared · ahead of Common · liquidation at $25/share |
| Preferred Stock — Round 2 | Additional shares from pool | Up to 12,000 additional · $35/share | Investors · Dec 2026 – Spring 2027 · post-launch round | No · same class as Founding Round · shared board seat | If and when declared · liquidation at $35/share per Round 2 investor |
| Preferred Stock — Future Rounds | Remaining authorized shares | Unissued · priced by Board on performance | Future investors · price rises with demonstrated enterprise value | Same class · shared board seat | If and when declared · liquidation at price paid |
| Total Authorized | 100,000 | 50,000 Common · 50,000 Preferred | |||
Articles of Incorporation
of Cass Café, Inc.
Cass Café, Inc., a Corporation organized and existing under the laws of the State of Michigan (the "Corporation"), hereby certifies that these Second Amended and Restated Articles of Incorporation were duly adopted by the shareholders of the Corporation in accordance with Sections 611(3), 641 and 642 of Act No. 284 of the State of Michigan Business Corporation Act of 1972 (the "Act"), and are hereby amended and restated in their entirety to read as follows.
The name of this Corporation is Cass Café, Inc.
The Corporation is organized and shall be operated for the purpose of owning and operating restaurants, cafés, bars, catering operations, performance venues, galleries, event spaces, and other hospitality, cultural, educational, artistic, and community-serving enterprises.
The Corporation shall promote community engagement through food, culture, arts, education, performance, creative expression, historic preservation, workforce development, and related activities consistent with the charitable and cultural mission of its majority shareholder, the Chalfonte Foundation.
3.1 Authorized Capital. The aggregate number of shares which the Corporation is authorized to issue is 100,000, consisting of two classes: Common Stock and Preferred Stock. The total number of shares of Common Stock authorized is 50,000, each with a par value of $0.0001. The total number of shares of Preferred Stock authorized is 50,000, each with a par value of $0.0001.
4.1 Voting Rights. Each share of Common Stock shall entitle the holder to one (1) vote on all matters submitted to shareholders, including the election of directors.
4.2 Chalfonte Foundation Majority Control. The Chalfonte Foundation, a Michigan nonprofit corporation, shall maintain majority voting control of the Corporation through its ownership of Common Stock. No issuance of additional Common Stock, Preferred Stock, or any other securities shall be made that would, at the time of issuance, reduce the Chalfonte Foundation's voting control below a majority of all votes entitled to be cast, without the written consent of the Chalfonte Foundation.
4.3 ESOP Employee Pool. The Board of Directors hereby reserves 7,500 shares of Common Stock (the "Employee Pool") for issuance pursuant to the Corporation's Employee Stock Ownership Plan and individual vesting agreements with eligible employees. Shares issued from the Employee Pool shall be designated as non-voting Common Stock by resolution of the Board of Directors at the time of each grant. Employees receiving Employee Pool shares shall have the same economic rights as holders of voting Common Stock, including the right to receive dividends when and if declared, and liquidation distributions, but shall have no voting rights. The Board of Directors may amend the Employee Pool size by resolution, provided that the Chalfonte Foundation's majority voting control is not diminished.
4.4 Common Stock Dividends. Subject to the dividend rights of Preferred Stockholders established by the Board of Directors for each series, Common Stockholders and Employee Pool shareholders shall be entitled to receive dividends as declared by the Board of Directors.
4.5 Liquidation. In the event of liquidation, dissolution, or winding up of the Corporation, after payment of all outstanding debts and liabilities and satisfaction of all Preferred Stock liquidation preferences, the remaining assets shall be distributed proportionally among all Common Stockholders, including Employee Pool shareholders.
5.1 Single Class, Multiple Offering Rounds. The Corporation shall issue Preferred Stock as a single class. The Board of Directors may authorize multiple rounds of Preferred Stock offerings over time by resolution, with each round priced to reflect the Corporation's demonstrated performance and enterprise value at the time of the offering. No new series designation is required for each round. All Preferred Stock shares shall carry the same fundamental rights regardless of the round in which they were purchased, with the exception that each investor's per-share liquidation preference shall equal the price paid by that investor for their shares.
5.2 Board Authorization by Resolution. The Board of Directors shall authorize each offering round by written resolution establishing: the number of shares offered in that round; the offering price per share; the minimum investment amount; the offering period; the use of proceeds; and the performance basis for the pricing of that round. No amendment to these Articles is required to authorize a new offering round.
5.3 Non-Voting. Preferred Stock shall be non-voting on all general matters of the Corporation, except as required by Michigan law. Notwithstanding the foregoing, all holders of outstanding Preferred Stock, voting together as a single class regardless of the round in which their shares were purchased, shall have the right to elect one (1) member of the Board of Directors for so long as any Preferred Stock remains outstanding.
5.4 Dividend Priority. Preferred Stockholders shall be entitled to receive dividends, if and when declared by the Board of Directors, before any dividends are paid to Common Stockholders. Dividends are not guaranteed and are payable at the discretion of the Board based on the financial performance and working capital needs of the Corporation.
5.5 Liquidation Preference. In the event of liquidation, dissolution, or winding up of the Corporation, each holder of Preferred Stock shall be entitled to receive, prior to any distribution to Common Stockholders, an amount per share equal to the price paid by that investor for their shares in the offering round in which they participated, plus any declared but unpaid dividends. This per-investor liquidation preference shall be tracked by the Corporation's share records.
5.6 No Management Rights. Preferred Stockholders shall have no right to participate in the management or direction of the Corporation except through the single board appointment right established in Section 5.3, and except as required by Michigan law.
5.7 Performance-Based Pricing. The Board of Directors shall establish the price for each subsequent offering round based on the Corporation's financial performance, enterprise value, and operational milestones at the time of that round. Rising share prices across successive offering rounds reflect demonstrated enterprise value and reward early investors who took on greater risk at the ground-floor price. The Board shall publish a brief performance report at the time of each new offering round explaining the basis for the new offering price.
5.8 Community Investment Purpose. The Corporation may conduct community investment offerings through multiple rounds of Preferred Stock issuance. The Board may establish minimum investment amounts, investor qualifications, and shareholder recognition programs and benefits by resolution for each round.
6.1 Board Size. The Corporation shall be governed by a Board of Directors consisting of not fewer than five (5) and not more than nine (9) directors. The total number of authorized directors shall be fixed from time to time by resolution of the Board.
6.2 Election. Directors shall be elected by holders of Common Stock, except for the one (1) director elected by holders of all outstanding series of Preferred Stock voting together as a class pursuant to Section 5.2.
6.3 Classified Board. The directors elected by Common Stockholders shall be divided into three (3) classes as nearly equal in size as practicable — Class I, Class II, and Class III — with staggered three-year terms. The director elected by Preferred Stockholders shall serve a one-year term concurrent with the annual meeting cycle.
6.4 Officers. The Board of Directors shall appoint the officers of the Corporation, including President, Vice President, Secretary, and Treasurer, and such additional offices as the Board may create.
6.5 Removal and Vacancies. Directors elected by Common Stockholders may be removed only for cause after the third anniversary of the filing of these Articles, and with or without cause before such date, by holders of shares entitled to elect that director. Vacancies may be filled by the Board or by shareholders entitled to elect the relevant director.
The name of the registered agent of this Corporation and the address of its registered office are as follows:
Closed-loop Economy Group, LLC
4620 Cass Avenue
Detroit, MI 48201
8.1 Limitation of Liability. To the full extent that the Act, as it exists or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for conduct as a director.
8.2 Indemnification. This Corporation shall, to the maximum extent permitted by applicable law, indemnify any individual made a party to a proceeding because that individual is or was a director or officer of the Corporation, and shall advance or reimburse reasonable expenses incurred by such individual in advance of final disposition of the proceeding.
8.3 Preservation. Any amendment to or repeal of this Article VIII shall not adversely affect any right or protection of a director or officer for or with respect to any acts or omissions occurring before such amendment or repeal.
Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting or a vote if the action is taken by written consent of all shareholders entitled to vote on the action.
10.1 General Amendments. These Articles may be amended by approval of a majority of the outstanding Common Stock entitled to vote, except as provided in Section 10.2.
10.2 Preferred Stock Protections. No amendment may be made to these Articles that would alter or diminish the dividend rights, liquidation preferences, or board appointment rights of any outstanding series of Preferred Stock without the affirmative vote of at least two-thirds (2/3) of the outstanding shares of that series, voting as a separate class.
10.3 Chalfonte Foundation Protection. No amendment may be made to Section 4.2 of these Articles — which establishes the Chalfonte Foundation's majority voting control — without the written consent of the Chalfonte Foundation.
IN WITNESS WHEREOF, Cass Café, Inc. has caused these Second Amended and Restated Articles of Incorporation to be duly executed by its authorized officer on the date written below.
Cass Café, Inc.
Section 1. Annual Meeting. An annual meeting of shareholders shall be held each year at a time and place designated by the Board of Directors, for the purpose of electing directors and transacting other business properly brought before the meeting.
Section 2. Special Meetings. Special meetings of shareholders may be called by: the President; the Board of Directors by majority vote; or holders of a majority of the voting shares.
Section 3. Notice. Written notice of any shareholder meeting shall be provided not less than ten (10) nor more than sixty (60) days before the meeting date.
Section 4. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any shareholders' meeting.
Section 5. Written Consent. Shareholders may act without a meeting by unanimous written consent as provided in the Articles of Incorporation.
Section 1. Powers. The Board of Directors shall manage the business and affairs of the Corporation.
Section 2. Duties. The Board shall: approve annual operating budgets; approve capital expenditures above a threshold set by Board resolution; approve borrowing and debt obligations; oversee management performance; appoint and remove officers; authorize share issuances; establish compensation for officers; and take such other actions as may be required or appropriate.
Section 3. Meetings. The Board shall meet at least quarterly. Special meetings may be called by the President or by any two directors. Meetings may be conducted by telephone or video conference.
Section 4. Quorum. A majority of the directors then in office shall constitute a quorum. Actions shall be taken by a majority vote of directors present at a meeting at which a quorum is present.
Section 5. Mission Oversight. The Board shall conduct its governance responsibilities in a manner consistent with the Corporation's purpose as a community-owned, mission-driven enterprise and with the Master Cultural Center Joint Operating Agreement between the Corporation and the Chalfonte Foundation.
Section 1. Officers. The officers of the Corporation shall consist of: President; Vice President; Secretary; and Treasurer. The Board may create additional offices, including Chief Operating Officer, Restaurant Manager, and such other positions as operations require.
Section 2. President. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the Board and shareholders, and shall have general supervision of the affairs of the Corporation.
Section 3. COO / Restaurant Manager. The Chief Operating Officer, who may also serve as Restaurant Manager, shall have day-to-day operational authority over food and beverage operations, kitchen and bar workflow, staffing schedules, service standards, and facility coordination with the Chalfonte Foundation Program Director. The COO shall initially serve as Program Director of the Cass Café Cultural Center Program Committee.
Section 4. Compensation. Officer compensation shall be established by the Board of Directors. Executive officer compensation shall be paid directly by the Corporation. Frontline staff compensation shall be administered through the Chalfonte Foundation as employer of record, with the Corporation reimbursing the Foundation for all payroll costs.
Section 1. Authorization. All issuances of shares of Common Stock or Preferred Stock shall require approval by the Board of Directors by written resolution establishing the terms of the issuance.
Section 2. Preferred Stock Series. Before any series of Preferred Stock is issued, the Board shall adopt a resolution establishing the designation, number of shares, dividend rights, redemption terms, liquidation preferences, conversion rights, and voting rights, if any, of such series.
Section 3. Chalfonte Foundation Consent. No issuance of shares of any class shall be made that would reduce the Chalfonte Foundation's voting control below a majority without the written consent of the Chalfonte Foundation.
Section 4. ESOP Grants. Grants of Employee Pool shares shall be made by Board resolution establishing the number of shares, the recipient employee, the vesting schedule, and the terms of forfeiture for shares that do not vest.
Section 1. Disclosure. Directors and officers shall promptly disclose to the Board any actual or potential conflict of interest with respect to any matter before the Board.
Section 2. Recusal. A director or officer with a disclosed conflict of interest shall recuse from voting on the matter giving rise to the conflict.
Section 3. Related-Party Transactions. Any transaction between the Corporation and the Chalfonte Foundation, or between the Corporation and any officer, director, or shareholder, shall be on terms no less favorable to the Corporation than would be available in an arm's-length transaction, and shall be approved by disinterested members of the Board.
The Corporation shall indemnify directors and officers to the fullest extent permitted by Michigan law, consistent with Article VIII of the Articles of Incorporation.
Section 1. Preferred Dividends. Dividends on Preferred Stock, if declared, shall be paid before any dividends are paid on Common Stock, in accordance with the terms established by the Board for each series.
Section 2. Common Dividends. The Board may declare dividends on Common Stock, including Employee Pool shares, after satisfaction of all Preferred Stock dividend obligations, in its sole discretion and consistent with Michigan law.
Section 3. Foundation Dividends. The Chalfonte Foundation, as holder of Common Stock, shall be entitled to receive Common Stock dividends when declared. The Corporation and the Foundation acknowledge that the Foundation's primary economic return is intended to flow through recovery of its occupancy costs — calculated by the hours and square footage of the facility used to provide food and beverage service — as established in the Master Cultural Center Joint Operating Agreement, and not through dividends.
These Bylaws may be amended by majority vote of the Board of Directors and approval of holders of a majority of the voting shares of Common Stock, subject to the amendment protections established in Article X of the Articles of Incorporation.
Founding Round
WHEREAS, the Corporation requires capital to reopen and operate Cass Café as a restaurant, bar, performance venue, gallery, and community cultural hub at 4620 Cass Avenue, Detroit, Michigan;
WHEREAS, the Board of Directors desires to authorize a Founding Round community investment offering of Preferred Stock to Founding Shareholders who share the Corporation's vision of a community-owned, mission-driven cultural institution;
WHEREAS, the Founding Round price of $25.00 per share reflects the early-stage risk taken by investors who commit before full operations launch, and future offering rounds will be priced at higher amounts reflecting demonstrated enterprise performance;
WHEREAS, the offering is structured to provide investors with meaningful economic rights and a seat at the governance table while preserving the Chalfonte Foundation's majority voting control and mission stewardship;
NOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby authorizes the issuance of Preferred Stock in the Founding Round on the following terms:
- Round Designation. This offering round shall be designated the "Founding Round" of the Preferred Stock of Cass Café, Inc. No new series is created. All Preferred Stock shares carry the same fundamental rights regardless of the round of issuance, with per-investor liquidation preference at the price paid.
- Voting Rights. Preferred Stock shall be non-voting on all general matters of the Corporation. All holders of outstanding Preferred Stock, voting together as a single class regardless of offering round, shall have the right to elect one (1) member of the Board of Directors for so long as any Preferred Stock remains outstanding.
- Dividends. Holders of Preferred Stock shall be entitled to receive dividends if and when declared by the Board of Directors, before any dividends are paid to holders of Common Stock. Dividends are not guaranteed and are payable at the discretion of the Board based on the financial performance and working capital needs of the Corporation.
- Liquidation Preference. In the event of liquidation, dissolution, or winding up of the Corporation, Founding Round investors shall receive, prior to any distribution to Common Stockholders, an amount per share equal to $25.00 plus any declared but unpaid dividends. Investors in subsequent offering rounds receive their per-share liquidation preference at the price they paid in their respective round.
- No Management Rights. Preferred Stockholders shall have no right to participate in the management or direction of the Corporation except through the board appointment right established above.
- Conversion. Preferred Stock may be converted into Common Stock only upon resolution of the Board of Directors establishing conversion terms, which may be authorized no earlier than three (3) years after the date of first issuance.
- Transfer Restrictions. Preferred Stock shall not be transferred without prior written approval of the Board of Directors. The Corporation shall maintain a right of first refusal on any proposed transfer at the original price paid by the transferring investor.
- Founding Shareholder Status. Founding Round investors shall be recognized as Founding Shareholders of the revitalized Cass Café — a permanent designation regardless of future offering rounds. The Board shall establish a Founding Shareholder recognition program including priority event access, membership benefits, and other non-economic recognitions appropriate to community ownership.
- Use of Proceeds. Offering proceeds shall be used for: kitchen and bar equipment commissioning; staff hiring and training; supply chain establishment with Detroit urban farms and Michigan regional producers; juice bar buildout; licensing and permit fees; POS system and operational systems; marketing and event infrastructure for the phased opening program; and working capital reserves through and beyond the November 6, 2026 full public food service launch.
- Future Offering Rounds. The Board may authorize additional rounds of Preferred Stock offerings following the Founding Round, at pricing established by Board resolution based on demonstrated enterprise performance. Each subsequent round price shall reflect increased enterprise value and reward the greater-risk commitment of earlier investors. No new series designation is required for subsequent rounds.
Subsequent Round Template
WHEREAS, the Corporation has [completed / is completing] the [prior round name] Preferred Stock offering and has achieved the following performance milestones that support the pricing of this round: [describe operational and financial milestones];
WHEREAS, the Board of Directors desires to authorize a subsequent community investment offering of Preferred Stock to continue expanding the Corporation's capital base and community ownership;
WHEREAS, the offering price for this round reflects the increased enterprise value of the Corporation as demonstrated by [describe financial performance, operational achievements, and valuation basis];
WHEREAS, investors in prior rounds who purchased at lower prices hold shares whose relative value has increased, rewarding their earlier commitment and greater risk;
NOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby authorizes the issuance of Preferred Stock in the [Round Name] on the following terms:
Round 2 anticipated: December 2026 – Spring 2027
- Round Designation. This offering round shall be designated the "[Round Name]" of Preferred Stock of Cass Café, Inc. (example: "Round 2 — Post-Launch Offering"). No new series is created. All Preferred Stock shares carry the same fundamental rights regardless of the round of issuance.
- Voting Rights. Preferred Stock issued in this round shall be non-voting on all general matters. Holders of this round shall vote together with all other Preferred Stockholders as a single class to elect one (1) member of the Board of Directors — the same single seat shared across all rounds.
- Dividends. Holders of Preferred Stock in this round shall be entitled to receive dividends if and when declared by the Board, before any dividends are paid to holders of Common Stock, on a pari passu basis with all other Preferred Stockholders regardless of round.
- Liquidation Preference. In the event of liquidation, dissolution, or winding up, investors in this round shall receive, prior to any distribution to Common Stockholders, an amount per share equal to $[price paid in this round] plus any declared but unpaid dividends. Each investor's liquidation preference reflects the price they paid in their respective round, tracked by the Corporation's share records.
- No Management Rights. Same as all Preferred Stock — no right to participate in management except through the shared single board appointment right.
- Transfer Restrictions. Transfer requires prior written Board approval. The Corporation holds right of first refusal at the price paid by the transferring investor.
- Prior Round Appreciation Note. The Board acknowledges that the $[this round price] offering price represents a [X]% premium over the prior round price of $[prior price]. Prior round investors hold shares whose relative value has increased, reflecting the risk they took by investing at an earlier stage. The Board shall publish a performance report with each new offering round explaining the basis for the new price.
- Use of Proceeds. Proceeds from this round shall be used for: [specify at time of adoption — example for Round 2: La Rose House buildout; additional programming and staffing; Shepherdswork Farm & School youth apprenticeship program expansion; Village Radio Detroit infrastructure; working capital and operating reserves]; and such other purposes as the Board shall determine at the time of adoption.
- Minimum Investment. $[amount] per investor, representing [number] shares. [Suggested: maintain $10,000 minimum consistent with Founding Round unless Board determines otherwise for a specific round.]
Plan Resolution
WHEREAS, the Corporation believes that the people who do the daily work of building and sustaining Cass Café should share in its long-term success;
WHEREAS, the Board of Directors desires to establish an Employee Stock Ownership Plan that provides meaningful equity to eligible employees while preserving the Chalfonte Foundation's majority voting control;
WHEREAS, the Board recognizes that investors take the financial risk and employees do the daily work, and that both contributions deserve appropriate recognition and economic participation;
NOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby establishes the Cass Café Employee Stock Ownership Plan ("ESOP") and the Employee Pool as follows:
- Employee Pool. The Board hereby reserves 7,500 shares of Common Stock (the "Employee Pool") for issuance to eligible employees pursuant to this ESOP and individual vesting agreements. These shares are designated as non-voting Common Stock and shall carry no voting rights. Employee Pool shares carry the same economic rights as voting Common Stock, including the right to receive dividends when and if declared and liquidation distributions.
- Eligibility. All full-time and part-time employees of Cass Café, Inc. — and all frontline employees employed by the Chalfonte Foundation as employer of record but assigned to Cass Café operations — shall be eligible to participate in the ESOP. Officers and executive management of the Corporation are eligible for ESOP grants in addition to any direct compensation arrangements.
- Qualifying Years of Service. An employee becomes eligible for an ESOP grant after completing three (3) qualifying years of service with the Corporation or with the Chalfonte Foundation in a role assigned to Cass Café operations. Qualifying years of service need not be continuous — an employee who leaves and returns retains all previously accrued qualifying time. Qualifying time begins to accrue from the employee's original hire date.
- Grant Amount. The number of shares granted to each eligible employee shall be determined by the Board of Directors based on: the employee's role and level of responsibility; the employee's tenure beyond the three-year qualifying period; available shares in the Employee Pool; and the overall financial condition of the Corporation. The Board shall adopt a grant schedule by separate resolution establishing standard grant amounts by role category.
- Vesting Schedule. Shares granted under the ESOP shall vest according to the following schedule unless otherwise specified in the individual vesting agreement: 100% of the grant vests upon the employee's completion of the three qualifying years of service at the time the grant is made. Shares are fully vested at grant for employees who have already completed the qualifying period at the time the ESOP is established.
- Forfeiture. Unvested shares shall be forfeited and returned to the Employee Pool upon voluntary resignation or termination for cause before vesting. The Board may establish exceptions by resolution for extraordinary circumstances.
- Individual Vesting Agreements. Each ESOP grant shall be documented by an individual vesting agreement between the Corporation and the employee, signed by the President and the employee, specifying: the number of shares granted; the vesting date or schedule; the terms of forfeiture; the non-voting designation; and such other terms as the Board may establish.
- Transfer Restrictions. Employee Pool shares shall not be transferred without prior written approval of the Board of Directors. The Corporation shall maintain a right of first refusal on any proposed transfer of Employee Pool shares at fair market value as determined by the Board.
- Employee Education. The Corporation, in partnership with the Chalfonte Foundation, shall provide annual investment education sessions for all employees to ensure that ESOP participants understand the nature and value of their equity, their rights as shareholders, and the financial performance of the Corporation. The goal is genuine ownership, not symbolic benefit.
- Employee Pool Replenishment. The Board may increase the Employee Pool by resolution, provided that the Chalfonte Foundation's majority voting control is not diminished, and subject to the total authorized share limit established in the Articles.
- Non-Voting Confirmation. The Board of Directors hereby confirms, pursuant to its authority under Article IV, Section 4.3 of the Second Amended and Restated Articles of Incorporation, that all shares issued from the Employee Pool are designated as non-voting Common Stock. This designation shall be stated in each individual vesting agreement and on any share certificate or book-entry record issued to an employee.
- Sunday Premium Work. The Board acknowledges that Sunday catering and event work is treated as voluntary work outside the standard employment structure, compensated at a premium rate negotiated directly between the employee and the event organizer. Sunday premium work does not count toward qualifying years of service for ESOP purposes unless separately designated by the Board.