Operating
Agreements
Three Coordinated Documents · Working Drafts · Legal Review Required
The constitutional document governing the primary operating relationship
Governance of shared facility use, scheduling, and coordination
Template signed by detroit contemporary, PuppetART, Village Radio, Detroit Land Trust, and others
Tax Exemption & the
IRS Framework
The relationship between the Chalfonte Foundation and Cass Café, Inc. is not a standard landlord-tenant arrangement, nor is it a simple nonprofit/for-profit partnership. It is a carefully constructed legal and financial framework designed to accomplish three simultaneous objectives: preserving the Chalfonte Foundation's 501(c)(3) tax-exempt status, generating sustainable commercial revenue through Cass Café, Inc., and advancing the Foundation's charitable mission through every aspect of the Cultural Center's daily operation.
This introduction explains the legal rationale underlying the three governance documents that follow, with particular attention to the Internal Revenue Service requirements that govern the relationship between tax-exempt nonprofit organizations and for-profit operating entities.
The Chalfonte Foundation is a Michigan 501(c)(3) nonprofit corporation whose mission is rooted in the belief that a just and healthy society requires access to food, water, shelter, education, health, arts, culture, and community. The Foundation's organizational philosophy is organized around eight pillars of justice — Health & Healing, Arts & Culture, Food & Agriculture, Economics & Commerce, Habitation, Education, Spirituality, Religion & Science, and Justice itself as the central unifying principle — developed through two days of reflection between the Foundation's founder, Father James L. Meyer (Jimeyer), and President Aaron Timlin.
The Foundation currently concentrates its programming and funding on three primary initiatives through which it can have the greatest immediate impact on the children, families, and communities it serves.
These three initiatives are not separate programs that happen to share a building. They are expressions of the same conviction: that a community can own the spaces that sustain it, and that arts, food, and healing are not luxuries but necessities. The Cass Café Cultural Center is the primary physical expression of all three initiatives simultaneously. Every exhibition, every meal, every Sunday yoga class, and every PuppetART performance is a direct execution of the Foundation's charitable purpose.
The Internal Revenue Service imposes strict requirements on 501(c)(3) organizations that enter into financial relationships with for-profit entities. The two primary risks are private inurement — the improper transfer of a nonprofit's assets or revenues to private individuals — and impermissible private benefit — the use of a nonprofit's tax-exempt status to give a commercial entity an unfair competitive advantage.
If the Chalfonte Foundation were to pay the mortgage, utilities, and insurance for the Cultural Center facility while Cass Café, Inc. retained all food and beverage revenue and distributed it as dividends to private shareholders, the IRS could determine that the nonprofit was illegally subsidizing a for-profit business. The penalties range from intermediate sanctions against board members to the revocation of the Foundation's tax-exempt status entirely.
The governance structure established by these three documents is specifically designed to eliminate that risk while preserving the genuine mission-driven nature of the relationship. The structure works because of three interlocking legal mechanisms.
2. Class B Preferred Stock Mission Control: The Chalfonte Foundation holds Class B Preferred Stock in Cass Café, Inc. This stock carries majority voting rights over board composition, governance policies, and mission-critical decisions — but carries no dividend rights. The Foundation does not profit from Cass Café's commercial success; it governs its mission alignment and recovers its actual occupancy costs through the usage-based model described above. This structure demonstrates to the IRS that the Foundation's relationship with Cass Café is about accountability to community benefit, not financial extraction.
3. Mission Integration at Every Level: The Foundation's Vice President of the Food and Agriculture Initiative curates the menu philosophy and sourcing standards. All exhibitions are presented by detroit contemporary, a Foundation division. PuppetART's family programming directly advances the Foundation's Arts & Culture initiative. Sunday programming is a direct expression of Health & Healing. Because virtually every activity in the Cultural Center directly advances the Foundation's charitable purposes, the food and beverage revenue generated by Cass Café is classifiable as Related Business Income — minimizing Unrelated Business Income Tax (UBIT) exposure for the Foundation.
Cass Café operates as a public, walk-in restaurant Monday through Friday, 7:00 AM to 7:00 PM. Outside of those hours, the Cultural Center is not generally open to walk-in traffic — every other use of the space is private or ticketed: weddings, community programs, Health & Healing activities, and Cass Café's own ticketed cultural programming such as Pancakes with Puppets, dinner concerts, and art opening receptions. This gives the Foundation and its partner organizations genuine flexibility to book the building for the full range of activity the Cultural Center is built for, without competing against unplanned walk-in demand.
Cass Café, Inc. is the primary merchant for all food and beverage transactions, during public restaurant hours and at any private or ticketed event. Revenue from food, bar, juice bar, and catering sales flows directly into Cass Café's operating account. Cass Café, Inc. holds the liquor license, owns and maintains all kitchen and bar equipment and dining furniture, and is responsible for all licensing, inspection, and regulatory compliance related to food and beverage service.
Any organization or individual needing food and beverage service for an event in the building — the Chalfonte Foundation, detroit contemporary, PuppetART, a couple getting married, a community program — is connected to Cass Café's General Manager through the Events Coordinator or the Director of Arts & Cultural Programming, and the service is arranged on a case-by-case basis in accordance with structured pricing guidelines. There is no general right to bring outside catering into the Cultural Center; Cass Café provides the food and beverage service for every event held in the space, scoped and priced to fit that specific event.
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Cass Café's share of the building's occupancy expenses — utilities, maintenance, and shared overhead — is calculated by the hours and square footage actually used to deliver food and beverage service, rather than as a percentage of revenue. The same usage-based calculation applies regardless of who Cass Café is serving: its own published restaurant hours, a Chalfonte Foundation program, a detroit contemporary opening, a PuppetART performance, or a privately booked wedding. This keeps the cost allocation transparent and tied to actual use of the shared facility.
For ticketed partner events — Pancakes with Puppets, exhibition receptions, dinner concerts — presale ticket revenue is collected directly by the presenting organization (PuppetART, detroit contemporary), and Cass Café's food and beverage service for that event is arranged and priced case-by-case under the structured pricing guidelines described above, rather than a fixed percentage of ticket revenue. Art sales at exhibition openings belong to the artist or to detroit contemporary per their agreements and are never Cass Café revenue.
Under Michigan law, property owned by a nonprofit organization and used primarily for charitable purposes may qualify for property tax exemption. The presence of a for-profit food and beverage operator within the facility creates a potential challenge to that exemption — but the governance structure established here addresses that challenge directly.
Because the Chalfonte Foundation holds Class B Preferred Stock with majority voting authority over Cass Café, Inc., the for-profit entity is not an outside commercial tenant but a controlled programmatic subsidiary operating in direct service of the Foundation's charitable mission. The Cultural Center's continuous use for art exhibitions, puppet theater performances, community health programming, food and agriculture education, and community events demonstrates that the facility is not primarily a commercial restaurant but a public-serving cultural institution that includes food and beverage service as an integral programmatic component.
The usage-based occupancy cost model — Cass Café paying its share of expenses according to the hours and square footage actually used, rather than commercial rent — and the full documentation of the Foundation's mission programming within the building, provide the evidentiary basis for maintaining the property tax exemption.
│ owns building · holds Class B stock · mission stewardship · employer of record
├──────────────────────────────────────────────────────
governed by Master JOA · Document 1
governed by Program Committee Charter · Document 2
│
detroit contemporary · PuppetART · Village Radio · Detroit Land Trust · Shepherdswork Farm & School
Document 1 — the Master Cultural Center Joint Operating Agreement — is the constitutional document. It governs the most financially and legally significant relationship: Chalfonte Foundation and Cass Café, Inc. It establishes the facility fee, the staffing structure, the governance rights, the insurance requirements, and the mission alignment obligations.
Document 2 — the Program Committee Charter — creates the shared governance body through which all participating organizations coordinate scheduling, programming, and facility use. It establishes the roles of Chair, Program Director, Director of Arts & Cultural Programming, Events Coordinator, and Community Programming Coordinator.
Document 3 — the Partner Organization Participation Agreement — is a template signed individually by each partner organization. It is lightweight by design: each partner agrees to operate within the framework established by the Master JOA and the Program Committee Charter. When PuppetART's leadership changes, when Village Radio is added as a partner, or when a new organization joins the Cultural Center — only the individual participation agreement changes, not the Master JOA.
Joint Operating Agreement
This Master Cultural Center Joint Operating Agreement ("Agreement") is entered into by and between Chalfonte Foundation, a Michigan nonprofit corporation ("Foundation"), and Cass Café, Inc., a Michigan corporation ("Cass Café").
This Agreement establishes the framework through which the Foundation and Cass Café cooperate in the operation of the Cass Café Cultural Center and provides the governance structure under which affiliated divisions, programs, and partner organizations may participate in the use and programming of the facility.
The parties intend that this Agreement, together with the Articles of Incorporation, Bylaws, Board Governance & Reserved Powers Policy, Community Stewardship Statement, Cass Café Covenant, Program Committee Charter, and Partner Organization Participation Agreements, shall constitute the complete governing framework for the Cass Café Cultural Center.
WHEREAS, the Foundation owns and operates cultural, educational, agricultural, artistic, and community-serving facilities and programs in furtherance of its charitable mission in the areas of Arts & Culture, Food & Agriculture, and Health & Healing;
WHEREAS, Cass Café, Inc. operates food and beverage services in furtherance of community engagement, hospitality, cultural programming, and local economic development;
WHEREAS, the parties desire to establish a long-term operating relationship that supports the Foundation's charitable mission while allowing Cass Café to operate as a community-owned hospitality enterprise;
WHEREAS, the parties acknowledge that the facility serves multiple organizations and initiatives, including but not limited to detroit contemporary, PuppetART, Village Radio, Detroit Land Trust, and future partner organizations;
WHEREAS, the parties acknowledge that the Cultural Center exists not merely as a food and beverage establishment, but as a collaborative community institution advancing the Foundation's initiatives in Food & Agriculture, Arts & Culture, and Health & Healing — serving the children, families, and communities of Detroit and the broader region;
NOW, THEREFORE, the parties agree as follows.
The purpose of this Agreement is to establish the framework through which the Foundation and Cass Café cooperate in the operation of the Cass Café Cultural Center, and to establish governance, financial, operational, and programmatic relationships between the parties and with affiliated partner organizations.
The Parties intend that the facility shall operate as: a restaurant; a bar; a sandwich and juice bar; a gallery and exhibition space; a performance and music venue; a community gathering place; a food and agriculture initiative site; a cultural and educational hub; and a public-serving community institution.
2.1 Building Ownership. The Foundation owns or will own the real property commonly known as Cass Café, including the building, structural improvements, and related real estate.
2.2 Facility Stewardship. The Foundation shall be responsible for long-term stewardship of the property, including: mortgage or land contract obligations; property insurance; utilities; major building systems; structural maintenance; capital improvements; building-wide compliance; cultural center planning; and preservation of the property's community-serving purpose.
2.3 Shared-Use Cultural Center. The Parties acknowledge that the facility is a shared-use cultural center and not exclusively occupied by Cass Café. Cass Café operates food and beverage services within the facility while the Foundation and its divisions or partner organizations conduct cultural, educational, artistic, agricultural, and community programming throughout the building and calendar year.
3.1 Food and Beverage Operator. Cass Café shall operate and manage: kitchen service; bar service; sandwich service; juice bar service; catering; hospitality services; food and beverage service for events; restaurant operations; and related customer-service functions.
3.2 Liquor License and Regulatory Compliance. Cass Café shall own, maintain, and remain responsible for the liquor license and all related regulatory compliance, including MLCC compliance, alcohol service compliance, liquor liability insurance, licensing fees, inspections, required permits, responsible beverage service standards, and compliance with applicable food, health, and safety regulations.
3.3 Equipment, Furniture, and Supplies. Cass Café shall own, maintain, repair, and replace: kitchen equipment; bar equipment; refrigeration units; juice bar equipment; dining furniture; restaurant supplies; serviceware; kitchen smallwares; POS equipment used primarily for food and beverage sales; and other equipment primarily associated with food and beverage operations.
4.1 Mission Steward. The Foundation shall serve as the owner, steward, and mission guardian of the facility.
4.2 Cultural and Programmatic Use. The Foundation, directly or through its divisions and partner organizations, may use the facility for: art exhibitions; detroit contemporary programming; PuppetART programming; concerts; DJ nights; lectures; workshops; educational programs; community gatherings; fundraising events; food and agriculture programming; children and family programming; health and healing programs; and other mission-aligned activities.
4.3 Menu Curation and Food & Agriculture Initiative. The Foundation's Vice President of the Food and Agriculture Initiative, or another designated representative, shall have authority to curate, guide, and approve the overall food and beverage philosophy presented within the facility. Cass Café shall work in good faith with the Foundation to develop menus that support the Foundation's Food & Agriculture, Arts & Culture, and Health & Healing initiatives, including healthy food standards; local sourcing goals; use of ingredients from Detroit Land Trust or affiliated farms; seasonal menu planning; educational food programming; affordability goals; and alignment with the Foundation's charitable and cultural mission. Cass Café retains day-to-day operational authority over preparation methods, pricing, inventory management, and kitchen execution.
4.4 Cultural Assets. The Foundation and its divisions shall own and maintain: building systems; major structural improvements; exhibition infrastructure; sound systems; stage equipment; concert equipment; gallery lighting; public assembly infrastructure; and other cultural center assets not primarily associated with food and beverage operations.
4.5 Public Hours and Private Use. Cass Café shall operate as a public, walk-in restaurant Monday through Friday, 7:00 AM to 7:00 PM. Outside of those hours, and on Saturdays and Sundays, the facility is available for private and ticketed use only, including Foundation programming, partner organization events, Cass Café's own ticketed cultural programming, and privately booked events such as weddings and corporate functions. Any party requiring food and beverage service for such use shall arrange that service directly with Cass Café on a case-by-case basis under Section 5.
5.1 Usage-Based Occupancy Cost. Cass Café shall pay the Foundation its proportional share of occupancy expenses, calculated by the hours and square footage of the facility actually used to provide food and beverage service in a given month, rather than as a percentage of revenue.
5.2 Purpose of Cost Sharing. The cost-sharing payment compensates the Foundation for Cass Café's use of the facility and contributes toward: mortgage or land contract obligations; utilities; building insurance; shared maintenance; facility administration; security; custodial costs; shared common areas; and other building-related overhead.
5.3 Uniform Application. The hours-and-square-footage calculation applies uniformly regardless of who Cass Café is serving — its own published restaurant hours, Chalfonte Foundation programming, detroit contemporary, PuppetART, or a privately booked event such as a wedding. The parties acknowledge that this usage-based structure reflects actual occupancy of the shared facility and is appropriate given its simultaneous use by multiple organizations.
5.4 Case-by-Case Event Food & Beverage Arrangements. Any event or activity in the facility requiring food and beverage service — whether hosted by the Foundation, a partner organization, or a private party — shall be connected to Cass Café's General Manager through the Events Coordinator or the Director of Arts & Cultural Programming, as appropriate to the nature of the event. Pricing for each such arrangement shall follow Cass Café's structured pricing guidelines and shall be documented in writing prior to the event.
5.5 Payment Timing. Cass Café shall pay its occupancy cost share to the Foundation monthly, within fifteen (15) days after the close of each calendar month, together with a supporting usage report documenting hours and square footage used.
6.1 Foundation as Administrative Employer. The Foundation shall serve as employer of record for frontline food, beverage, juice bar, hospitality, and event staff, for purposes of centralized payroll administration, benefits, workers' compensation, unemployment reporting, and human resources compliance.
6.2 Cass Café Reimbursement. Cass Café shall reimburse the Foundation for all payroll costs attributable to Cass Café operations, including: gross wages; payroll taxes; workers' compensation; unemployment insurance; employee benefits; payroll processing fees; and other employment-related costs.
6.3 Administrative Fee. The Parties may agree to an administrative fee to compensate the Foundation for providing employer-of-record and payroll administration services.
6.4 Operational Supervision. Although the Foundation serves as administrative employer, Cass Café's Restaurant Manager/COO shall have day-to-day operational authority over food and beverage staff during Cass Café operations, including: scheduling; shift assignments; service standards; kitchen workflow; bar workflow; training; food safety procedures; performance feedback; and daily supervision.
6.5 Executive Compensation. Cass Café shall directly compensate its officers and executive management, including its CEO and COO/Restaurant Manager, unless otherwise agreed in writing.
7.1 Presale Ticket Revenue. Presale ticket revenue for partner events — including PuppetART performances, detroit contemporary exhibitions and concerts, and Village Radio programming — shall be collected directly by the presenting partner organization through that organization's own ticketing platform or systems.
7.2 Food & Beverage Service Arrangement. Food and beverage service for any partner event shall be arranged directly with Cass Café in advance, on a case-by-case basis, in accordance with Cass Café's structured pricing guidelines as described in Section 5.4. Ticket revenue and the cost of food and beverage service are handled as separate arrangements; Cass Café's compensation for service is set by the documented arrangement for that event rather than a fixed percentage of ticket revenue.
7.3 Art Sales. Art sales at exhibitions belong to the artist, detroit contemporary, or the applicable presenting entity per the terms established by detroit contemporary. Art sales are never Cass Café revenue and are not part of any food and beverage arrangement.
7.4 Walk-In Sales During Events. Food or beverage purchases made by guests during events, not included in the event's food and beverage arrangement, are Cass Café revenue subject to standard monthly reporting.
8.1 Class B Preferred Stock. The Foundation shall retain governance authority through its ownership of Class B Preferred Stock and related governance rights as established by the Articles of Incorporation of Cass Café, Inc. Class B Preferred Stock carries majority voting rights over board composition, governance policies, and mission-critical decisions. Class B Preferred Stock does not carry dividend rights.
8.2 Mission Accountability. Such governance authority shall be exercised solely to protect mission alignment, community benefit, and organizational integrity — not to direct day-to-day food and beverage operations.
8.3 Cass Café Acknowledgment. Cass Café acknowledges that it operates within a facility owned and stewarded by the Foundation for charitable, cultural, educational, agricultural, artistic, and community-serving purposes, and shall operate in a manner consistent with: the Foundation's charitable mission; the Community Stewardship Statement; the Cass Café Covenant; the Board Governance & Reserved Powers Policy; the Articles of Incorporation; the Bylaws; and the broader role of the facility as a public-serving cultural center.
8.4 Program Committee. Programming activities shall be coordinated through the Program Committee established pursuant to the Program Committee Charter attached hereto as Exhibit A.
9.1 POS System. Cass Café shall operate the primary food and beverage point-of-sale system. The POS system shall be configured to track food sales, beverage sales, bar sales, juice bar sales, event food and beverage sales, catering, taxes, tips, discounts, and other relevant revenue categories.
9.2 Monthly Reporting. Cass Café shall provide the Foundation with monthly reports sufficient to calculate: gross food and beverage revenue; hours and square footage used by category of activity; the resulting occupancy cost share; event food and beverage arrangement amounts; reimbursable labor costs; taxes collected; and other obligations under this Agreement.
10.1 Foundation Insurance. The Foundation shall maintain insurance appropriate for building ownership and cultural facility operations, including property insurance and general liability coverage.
10.2 Cass Café Insurance. Cass Café shall maintain insurance appropriate for restaurant, bar, liquor, hospitality, and food service operations, including commercial general liability, liquor liability, and workers' compensation (as applicable).
10.3 Additional Insured. Each Party shall name the other as an additional insured where commercially reasonable and applicable.
10.4 Regulatory Compliance. Each Party shall comply with all laws, regulations, permits, licenses, and inspections applicable to its respective operations. The Parties shall cooperate in good faith to maintain compliance with MLCC requirements, health department rules, fire and occupancy codes, employment laws, tax reporting obligations, nonprofit governance requirements, and other applicable laws.
11. Reporting and Records. Cass Café shall provide the Foundation with regular reporting including: monthly gross revenue reports; event settlement reports; payroll reimbursement reports; annual financial statements; insurance certificates; license documentation; and other records reasonably necessary to administer this Agreement.
12. Term. This Agreement shall begin on ___________, 2026 and shall remain in effect until amended or terminated in writing by the Parties.
13. Amendment. This Agreement may be amended only by written agreement approved by authorized representatives of both Parties.
14. Termination. This Agreement may be terminated by mutual written agreement of the Parties. The Foundation may terminate this Agreement upon material breach by Cass Café if such breach is not cured within thirty (30) days after written notice. Cass Café may terminate this Agreement upon material breach by the Foundation if such breach is not cured within thirty (30) days after written notice.
15. Governing Law. This Agreement shall be governed by the laws of the State of Michigan. This Agreement supersedes all prior joint operating agreements between the Parties concerning operation of Cass Café.
Charter
The Program Committee exists to coordinate scheduling, facility usage, programming priorities, and collaborative opportunities among all organizations participating in the Cass Café Cultural Center. The Program Committee serves in an advisory and coordinating role and does not supersede the governance authority of the Chalfonte Foundation, the Board of Directors of Cass Café, Inc., or the governance structures of any individual partner organization.
The President of the Chalfonte Foundation shall serve as Chair of the Program Committee. The Chair shall convene meetings, establish agendas, facilitate discussion, and ensure compliance with the Master Cultural Center Joint Operating Agreement. The Chair shall not vote except in the event of a tie vote among the participating members, at which point the Chair's vote shall be determinative.
The President and Chief Operating Officer of Cass Café, Inc. shall serve as Program Director. The Program Director remains the single operational authority for the Cultural Center and the point of ultimate accountability to the Program Committee, while delegating day-to-day coordination of arts, cultural, and special event programming to a Director of Arts & Cultural Programming, and day-to-day scheduling and booking administration to an Events Coordinator, each described below.
The Director of Arts & Cultural Programming coordinates exhibitions, concerts, PuppetART programming and performances, youth and educational programs, and other arts and cultural activity in the facility — working directly with each partner organization's own internal lead (the Village Radio Program Director, the detroit contemporary Exhibition Director, the PuppetART Artistic Director) to schedule, promote, and deliver their programming. Any food and beverage service required for arts and cultural programming is arranged by the Director of Arts & Cultural Programming directly with Cass Café's General Manager.
The Events Coordinator maintains the master facility calendar and handles inquiries, contracts, rental fees, and scheduling for private and ticketed bookings — including weddings and private events — connecting each client to the Director of Arts & Cultural Programming or Cass Café's General Manager as the specific event requires, and coordinating event logistics for art opening receptions with artists and curators.
Both roles report to and coordinate through the Program Director, who retains responsibility for: final authority over the master facility calendar; building logistics, setup, and breakdown coordination; capacity compliance and safety coordination; and reporting to the Program Committee on facility operations. The Program Director serves as the operational executor of the Committee's decisions — the distinction between governance (Program Committee) and administration (Program Director) shall be maintained.
Each participating organization retains full authority over its own internal programming decisions, managed by its own director, coordinator, curator, or equivalent lead — such as the Village Radio Program Director, the detroit contemporary Exhibition Director, or the PuppetART Artistic Director. Each organization's internal director coordinates with the CCCC Program Director and the Director of Arts & Cultural Programming to integrate their programming into the master facility calendar and to ensure smooth shared use of the space. The CCCC Program Director does not direct the internal programming decisions of any partner organization; that authority remains with each organization's own leadership.
The Foundation may appoint a Community Programming Coordinator to support public engagement and mission fulfillment activities within the Cultural Center. The Community Programming Coordinator shall assist participating organizations in: volunteer development and management; membership activities and engagement; community outreach and neighborhood partnerships; youth engagement programs; educational partnerships; cultural participation initiatives; community surveys and feedback; and coordination of shared volunteer opportunities among partner organizations. The Community Programming Coordinator shall serve as a non-voting participant of the Program Committee unless separately designated as a voting representative by a participating organization.
The Program Committee shall consist of the President, Executive Director, Chief Executive Officer, or equivalent chief executive officer of each participating organization operating within the Cultural Center. Such individual may designate another officer or senior representative to serve in their place when necessary, provided notice is given to the Chair.
Initial voting membership shall include the chief executive officer or designated representative of each of the following organizations:
- Chalfonte Foundation
- Cass Café, Inc.
- detroit contemporary
- PuppetART Detroit Puppet Theater
- Village Radio
- Detroit Land Trust
Additional organizations may be admitted to voting membership by majority vote of the existing membership. Future organizations that may seek membership include Shepherdswork Farm & School, GROWtv, Detroit Culture Club, and other affiliated partners as the Cultural Center's programming expands.
General scheduling priorities shall be as follows, subject to coordination through the Program Director and revision by the Program Committee:
5.1 Voting. Each participating organization shall have one vote. Routine matters shall require approval by a simple majority of voting members present. In the event of a tie, the Chair (President of the Chalfonte Foundation) shall cast the determining vote.
5.2 Meetings. The Program Committee shall meet at least quarterly. The Program Director may convene additional meetings as operational needs require. Meetings may be held in person or by remote means.
5.3 Quorum. A quorum shall consist of a majority of the then-current voting members.
5.4 Final Authority. Final authority over facility use, mission alignment, and scheduling priorities remains with the Chalfonte Foundation, consistent with its ownership of the building, its Class B Preferred Stock governance rights, and its mission stewardship responsibilities. The Program Committee advises and coordinates; it does not override Foundation governance authority.
This Charter may be amended by majority vote of the Program Committee, subject to approval by the Chalfonte Foundation Board of Directors. Amendments to the Charter do not require amendment of the Master Cultural Center Joint Operating Agreement.
Participation Agreement
This Partner Organization Participation Agreement ("Agreement") is entered into between Chalfonte Foundation, a Michigan nonprofit corporation ("Foundation"), and _________________________________ ("Partner Organization").
WHEREAS, the Foundation owns and operates the Cass Café Cultural Center located at 4620 Cass Avenue, Detroit, Michigan;
WHEREAS, the Foundation and Cass Café, Inc. have entered into a Master Cultural Center Joint Operating Agreement governing the operation of the Cultural Center;
WHEREAS, the Partner Organization desires to participate in programming, events, exhibitions, educational activities, performances, broadcasts, or related activities conducted within the Cultural Center;
WHEREAS, the Foundation desires to include the Partner Organization in the shared cultural programming of the facility;
NOW, THEREFORE, the parties agree as follows.
1. Compliance with Master Framework. The Partner Organization agrees to comply with the Master Cultural Center Joint Operating Agreement and Program Committee Charter in all activities conducted within the facility.
2. Program Committee Participation. The Partner Organization agrees to participate in good faith through the Program Committee, including: attending scheduled meetings or providing a designated representative; scheduling programming through the Program Director; and cooperating in shared facility coordination.
3. Licenses, Permits, and Insurance. The Partner Organization shall maintain any licenses, permits, insurance, and approvals necessary for its activities within the facility, and shall provide evidence of such coverage to the Foundation upon request.
4. Responsibility for Organization Operations. The Partner Organization shall remain solely responsible for its own employees, contractors, volunteers, performers, artists, equipment, productions, and programming content. The Foundation and Cass Café, Inc. shall not be responsible for the Partner Organization's operational or programming decisions.
5. Food and Beverage Services. Any event sponsored by the Partner Organization that requires food and beverage service shall arrange that service directly with Cass Café, Inc. in advance, on a case-by-case basis, in accordance with Cass Café's structured pricing guidelines as established in the Master Cultural Center Joint Operating Agreement. The Partner Organization shall pay Cass Café, Inc. for food and beverage service according to the terms documented for that specific event.
6. Scheduling. The Partner Organization agrees to schedule all activities through the Program Director and to cooperate in facility use and operational coordination consistent with the Program Committee's scheduling priorities.
7. Mission Alignment. The Partner Organization agrees to conduct its activities in a manner consistent with the charitable, cultural, and community-serving purposes of the Foundation and in a manner that upholds the dignity and mission of the Cass Café Cultural Center.
8. Proprietary Rights. Each party retains ownership of its own intellectual property, programming content, artwork, performances, recordings, publications, and other proprietary materials. Nothing in this Agreement transfers ownership of any intellectual or artistic property.
This Agreement shall remain in effect for an initial term of one (1) year and shall renew automatically on an annual basis unless terminated by either party. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Termination of this Agreement by a Partner Organization does not affect the Master Cultural Center Joint Operating Agreement or any other partner's participation agreement.
This Agreement shall be governed by the laws of the State of Michigan. This Agreement, together with the Master Cultural Center Joint Operating Agreement and Program Committee Charter, constitutes the complete agreement between the parties regarding the Partner Organization's participation in the Cultural Center.
Primary Programming: _________________________________
Typical Event Format: _________________________________
Standard Food & Beverage Settlement: 50% of ticket revenue to Cass Café, Inc. unless otherwise specified: _________________________________
Scheduling Priority Category (from Program Committee Charter): _________________________________
Insurance Requirements: _________________________________
Special Terms or Conditions: _________________________________