& Reopening
Projections
Tax Years 2022\u20132024 \u00b7 Utility History 2021\u20132026 \u00b7 Purchase Agreement \u00b7 Year One Projections
\n \nOn October 9, 2025, the Chalfonte Foundation filed an Affidavit of Interest in Real Property with the Wayne County Register of Deeds, establishing a formal recorded interest in 4620 Cass Avenue and the adjoining Annex. This marks the beginning of the documented acquisition process. The Commercial Real Estate Purchase Agreement was subsequently executed between Charles Roy (or his designated entity) and the Chalfonte Foundation. Closing was targeted for May 6, 2026; the parties may mutually extend as needed, with the requirement that the Land Contract execute within 60 days of the purchase agreement signing.
\nThe transaction involves four coordinated legal events occurring simultaneously at closing: (1) transfer of the real property from Cass Caf\u00e9, Inc. to 4620 Partnership LLC (Chuck Roy's designated entity); (2) exchange of Chuck Roy's 84.5% Preferred Stock in Cass Caf\u00e9, Inc. for that property transfer; (3) the Chalfonte Foundation's purchase of the property from 4620 Partnership LLC via Land Contract; and (4) the Foundation's release of its October 2025 Affidavit of Interest. Chuck Roy will separately execute an Affidavit of Forgiveness canceling $466,963 in shareholder loans owed by Cass Caf\u00e9, Inc.
\n84.5% Preferred Stock
Cass Caf\u00e9, Inc.
14.5% Common Stock
Cass Caf\u00e9, Inc. \u00b7 paid $175,000
Inside Cass Caf\u00e9, Inc.
balance sheet \u00b7 est. $61K book value \u00b7 est. $1M FMV
$466,963 owed by
Cass Caf\u00e9, Inc. to Roy
Chuck Roy's designated entity
receives 4620 Cass Ave + Annex
Chalfonte Foundation now owns
100% of Cass Caf\u00e9, Inc.
$100K down \u00b7 $925K at 6%
$6,624.15/month \u00b7 5yr balloon
$466,963 shareholder loans forgiven
Cass Caf\u00e9, Inc. liability eliminated
Wayne County Register of Deeds
recorded interest discharged at closing
100% of Cass Caf\u00e9, Inc.
Equitable title to 4620 Cass Ave via Land Contract
Files for property tax exemption
Operating entity: name, goodwill,
liquor license, equipment, IP
No real estate on balance sheet
Land contract seller \u00b7 receives
$6,624.15/month from Foundation
| Year | Beginning balance | Principal paid | Interest paid | Total paid | Ending balance |
|---|---|---|---|---|---|
| Year 1 (2026\u201327) | $925,000 | $19,894 | $59,595 | $79,489 | $905,106 |
| Year 2 | $905,106 | $21,125 | $58,364 | $79,489 | $883,981 |
| Year 3 | $883,981 | $22,454 | $57,035 | $79,489 | $861,527 |
| Year 4 | $861,527 | $23,881 | $55,608 | $79,489 | $837,646 |
| Year 5 \u2014 BALLOON DUE | $837,646 | $25,420 | $54,069 | $79,489 + balloon | $812,226 due in full |
Land Contract Section 8 requires the Foundation to pay all property taxes before delinquency and provide proof of payment to 4620 Partnership LLC within 30 days of each due date. However, the same section expressly provides: \"in the event the Property is granted a property tax exemption by the City of Detroit Assessor, Buyer shall satisfy the proof of payment requirement by providing Seller with documentation evidencing such exemption.\"
\nThis means the Land Contract already anticipates and accommodates the property tax exemption filing. The Foundation's obligation shifts from paying taxes to delivering exemption documentation. Michigan property tax exemption applications under MCL 211.7o must be filed by December 31 of the year preceding the tax year for which exemption is sought. If the transaction closes in 2026, filing by December 31, 2026 would seek exemption for the 2027 tax year. The 2026 property tax should be budgeted conservatively unless counsel confirms an earlier effective date. Detroit's commercial millage rate of approximately 67\u201370 mills on a $1,025,000 property implies annual taxes of $68,000\u2013$72,000 if not exempt \u2014 this figure is far higher than the $15,000\u2013$20,000 estimated in earlier planning. The exact assessed value (which may differ substantially from the $1,025,000 purchase price) must be confirmed with the Detroit assessor's office.
\nThe Annex is a 607-square-foot parcel (part of Lot 16, Stimson's Subdivision) with a complex metes-and-bounds legal description tied to building walls, referencing a building \"excised on February 26, 2004.\" This 2004 excision is the likely source of the title complexity requiring a commitment rather than a final policy at closing. The Land Contract gives the Foundation 12 months post-closing to satisfy the Annex title commitment requirements, with Seller cooperation required throughout that period.
\nThe Annex houses the Village Radio Detroit studio \u2014 a direct charitable use that strengthens the property tax exemption argument for that portion of the property. All documentation of the Village Radio use should be maintained and presented as part of the exemption filing.
\n2022\u20132024
Cass Caf\u00e9, Inc. ceased food and beverage operations in July 2022 after nearly thirty years at 4620 Cass Avenue. The 2022 federal tax return (Form 1120, prepared by Luzynski & Associates PC) reflects the last partial year of active restaurant service. The 2023 and 2024 returns document a dormant legal entity \u2014 minimal activity, primarily maintenance costs, depreciation, and professional fees. These three years together establish what it costs to run the caf\u00e9 when open and what it costs to hold the building when dark.
\nNote: the building appears on the 2022\u20132024 balance sheets as a corporate asset because the real estate transfer has not yet occurred. Once the transaction closes, the building leaves Cass Caf\u00e9, Inc.'s balance sheet entirely, and the corporation holds only operating business assets.
\n| Expense category | 2022 (operating) | 2023 | 2024 |
|---|---|---|---|
| Salaries & wages | $151,717 | \u2014 | \u2014 |
| Officer compensation (Charles Roy) | $10,800 | \u2014 | \u2014 |
| Employee benefit programs | \u2014 | $7,877 | $4,052 |
| Repairs & maintenance | $4,353 | $7,333 | $5,492 |
| Taxes & licenses | $17,204 | $3,590 | $1,303 |
| Interest | $3,254 | \u2014 | \u2014 |
| Rent | $3,000 | \u2014 | \u2014 |
| Depreciation | $13,762 | $9,240 | $3,307 |
| Advertising | $770 | \u2014 | \u2014 |
| Utilities (all) | $25,642 | $4,065 | $2,506 |
| Insurance | $5,242 | $642 | \u2014 |
| Credit card fees | $10,101 | \u2014 | \u2014 |
| Bank charges | $308 | $395 | $198 |
| Security | \u2014 | \u2014 | $771 |
| Pest control | $654 | \u2014 | \u2014 |
| Professional fees | $2,600 | $1,980 | $1,200 |
| Computer expense | $1,235 | \u2014 | $300 |
| Office expense | $5,657 | \u2014 | \u2014 |
| Total deductions | $256,299 | $35,122 | $19,129 |
2021\u20132026
Monthly DTE bills from August 2021 through April 2026 document the full utility profile across active operations, closure, and dormancy. The caf\u00e9's peak DTE months were June\u2013August (summer cooling and refrigeration load) and December\u2013March (commercial heating). The post-closure drop is sharp: from a peak of $2,151 in July 2022 to $361 in November 2022. The most recent bill on file (April 2026) shows $161.41 \u2014 essentially the base service charge for a dark building.
\n| Utility | 2021 (log) | 2022 (partial docs) | 2023 (dormant) | 2024 (dormant) | 2026 rate (current) |
|---|---|---|---|---|---|
| DTE Electric + Gas | est. $18,444 | est. $14,000\u2013$16,000 | $4,065 | $2,506 | $161/month |
| DWSD Water + Sewer | est. $3,600 | est. $3,900 | est. $1,100 | est. $1,100 | $96.88/month |
| Total utilities | est. $22,044 | est. $18,000\u2013$20,000 | est. $5,165 | est. $3,606 | est. $258/month |
Projections
Members Gala
Bar at events only
Private bookings
Bar at events only
Private events (2\u20133)
Pancakes + Puppets
No public walk-in yet
Bar \u00b7 Events (3)
Heritage Night
Dinner Concerts
Full event calendar
Holiday events
Phase 2 offering opens
| Line item | Aug | Sep | Oct | Nov | Dec | 5-mo total |
|---|---|---|---|---|---|---|
| Revenue | ||||||
| Bar revenue (events only \u2014 no standing hours) | $3,200 | $5,600 | $8,400 | $14,000 | $20,000 | $51,200 |
| Private event rentals | $4,800 | $6,000 | $7,200 | $8,400 | $10,800 | $37,200 |
| Ticketed programming (galas, Pancakes, Dinner Concerts) | $4,000 | $8,288 | $10,788 | $16,748 | $16,748 | $56,572 |
| Food service (launches Nov 6 \u2014 Mon\u2013Fri 7am\u20137pm) | \u2014 | \u2014 | \u2014 | $14,280 | $22,000 | $36,280 |
| Gross revenue | $12,000 | $19,888 | $26,388 | $53,428 | $69,548 | $181,252 |
| Operating Expenses | ||||||
| Labor & payroll taxes (GM, Chef, Arts Director, Events Coord.) | $15,000 | $21,500 | $29,250 | $37,250 | $41,250 | $144,250 |
| Cost of goods sold | $1,800 | $4,200 | $6,400 | $12,000 | $17,000 | $41,400 |
| Facilities & utilities | $3,742 | $2,300 | $2,350 | $2,750 | $2,900 | $14,042 |
| Insurance | $1,200 | $1,200 | $1,200 | $1,200 | $1,200 | $6,000 |
| Administrative & operating | $8,000 | $4,000 | $4,000 | $5,500 | $6,000 | $27,500 |
| Total operating expenses | $29,742 | $33,200 | $43,200 | $58,700 | $68,350 | $233,192 |
| Operating income (loss) | ($17,742) | ($13,312) | ($16,812) | ($5,272) | $1,198 | ($51,940) |
| Below-the-Line: Land Contract Debt Service | ||||||
| Monthly land contract payment to 4620 Partnership LLC | $6,624 | $6,624 | $6,624 | $6,624 | $6,624 | $33,120 |
| Of this, approx. $4,955\u2013$5,000/month is interest; approx. $1,624\u2013$1,669/month is principal reduction. Interest is a deductible expense for the Foundation; principal is not. | ||||||
| Cash Flow After Debt Service | ||||||
| Net cash after operating expenses + land contract | ($24,366) | ($19,936) | ($23,436) | ($11,896) | ($5,426) | ($85,060) |
| Property tax shown at $0 \u2014 assumes exemption granted. If denied: add $5,667\u2013$6,000/month to expenses ($68,000\u2013$72,000/year). Phase 1 capital raise of $300,000 covers the $85,060 five-month cumulative deficit with approximately $214,940 in reserve for equipment, opening capital, and working capital. Bar operates at events only \u2014 no standing bar hours. Food service launches November 6, 2026. September and October are VIP/gala fundraising and tasting events only \u2014 no public walk-in access. |
& Section 382
\n $1,200,000 \u00d7 approx. 3.0% (federal long-term tax-exempt rate) = approx. $36,000/year maximum NOL usage
\n This is meaningfully higher than the $9,000\u2013$15,000 estimate in earlier planning sessions (which used the Phase 1 raise amount as a proxy). At $36,000/year, the $566,966 NOL carryforward would take approximately 15\u201316 years to fully use \u2014 still a long timeline, but the annual tax savings are more material. At a 21% corporate rate, $36,000 in annual NOL offset saves approximately $7,560/year in federal taxes. Over 15 years, the present value of this benefit is meaningful \u2014 in the range of $60,000\u2013$80,000 depending on discount rate.\n
Howard & Howard
& Luzynski
Caf\u00e9, Inc.
Stock Offering \u00b7 Membership \u00b7 Employee Benefits & Housing \u00b7 Business Plan \u00b7 Community Ownership
\n \n \nCass Caf\u00e9, Inc. is offering shares to mission-aligned investors through a three-phase capital campaign. This is not a passive investment. It is an opportunity to become a co-owner of a Detroit cultural institution with a 40-year legacy \u2014 a restaurant and cultural hub structured to return ownership to the employees and neighbors who make it possible.
\nThis certificate represents fractional ownership in Cass Caf\u00e9, Inc. \u2014 a community-anchored restaurant and cultural institution in Detroit's Cass Corridor, governed through the Chalfonte Foundation. Certificates are designed in the tradition of vintage railroad and company scrip \u2014 meant to be held, displayed, and passed on.
\n| Phase | Target | Purpose | Instrument | Status |
|---|---|---|---|---|
| Phase 1 \u2014 Operational Launch | $300,000 | Staffing, equipment, licenses, supplies, pre-opening gala events and pop-ups | Convertible loans at 4.5% annual interest. Option to convert to common stock at $25/share before 3-year maturity. Secured by Chalfonte Foundation shares. | $200,000 committed. $100,000 gap remaining. |
| Phase 2 \u2014 Equity Acquisition | $900,000 | Purchase remaining shares from founder Chuck Roy; consolidate ownership | Preferred share offering. Fixed monthly dividends from triple-net lease income. Priority in dividends and liquidation. Option to convert to common after Year 5. | Launches upon Phase 1 close and operational opening. |
| Phase 3 \u2014 Expansion & ESOP | $300,000 | Equipment upgrades, expanded programming, DLT sourcing infrastructure, ESOP fund establishment | Common share offering at $30/share (post-appreciation). 5,000 shares reserved for ESOP staff equity grants. | Years 2\u20133, contingent on Phase 2 completion. |
| Total Campaign | $1,500,000 | Full launch + ownership consolidation + ESOP establishment | $200K committed \u00b7 $1.3M remaining |
One membership. All programs. Cass Caf\u00e9, Elk Rapids Cinema, Village Radio (99.7 FM), PuppetART, detroit contemporary, Camp Chalfonte, and Shepherdswork Farm & School. Benefits are structured as percentage discounts on food, drinks, and event admission \u2014 clean and easy for staff to apply at point of sale, no calculation required.
\n| Tier | \nAnnual Fee | \nFood & NA Drinks | \nEvent / Concert / Performance | \nComplimentary Items | \nCookbook Discount | \n
|---|---|---|---|---|---|
| Neighbor | $24 | 5% off | 5% off admission | \u2014 | 10% off |
| Household | $52 | 5% off (up to 4) | 5% off (up to 4) | \u2014 | 10% off |
| Friend of Cass | $120 | 10% off | 10% off | 2 menu items/year \u00b7 2 event tickets/year | 15% off |
| Sustainer | $250 | 15% off | 15% off | 1 meal/quarter \u00b7 4 event tickets/year | 20% off |
| Producer | $500 | 20% off | 20% off | 2 meals/month \u00b7 Bottle of Michigan wine/quarter | 20% off + signed |
| Owner Member | $1,000+ | Meals included (service hours) | Priority access + reserved seating | All meals during service \u00b7 Annual shareholder meeting | Complimentary copy |
Cass Caf\u00e9 is not trying to solve poverty by underpaying the people who work here. The model is to compensate people well and then provide a suite of additional benefits that improve quality of life, build long-term stability, and demonstrate that a restaurant can treat its employees as whole people with whole lives \u2014 not just labor inputs.
\nStaff who complete three qualifying years of service at Cass Caf\u00e9 become eligible for equity grants from the 5,000 shares reserved in the ESOP pool. \"Qualifying years\" does not require continuous uninterrupted employment. Good employees who travel, take leave, or step away and return should not lose their equity eligibility. Restaurants keep their doors open to good people \u2014 the ESOP structure reflects that reality.
\nThe exact grant amount per employee is determined by role, tenure, and board approval. ESOP shares are accompanied by structured education: what the shares are worth, how to track their value over time, and what options the employee has upon departure or retirement.
\nAll gratuity at Cass Caf\u00e9 is shared equally across the entire house staff \u2014 kitchen, bar, juice bar, and front of house. No tipping disparity between front and back of house. This is a structural commitment to the people whose work \u2014 visible and invisible \u2014 makes the whole experience possible.
\nCass Caf\u00e9 opens in deliberate phases. Bar first. Galas and pop-ups for training and investor engagement. Then full daytime service. Each phase has a purpose \u2014 and each phase is also an event in its own right.
\nA prep-before-service model. Almost all cooking happens before and during the first hours of the day. Exceptions are Friday evenings (full kitchen and fryers) and Saturday Dinner Concerts. The pasta question \u2014 whether to boil to order, hold pre-cooked, or limit to cold pasta salad and Friday/Saturday service \u2014 is an active operational conversation requiring testing and costing before final decision.
\nCass Caf\u00e9 is the food-service anchor of a citywide urban agriculture network managed by the Detroit Land Trust and the Stewardship Farms Cooperative. What grows on Detroit's vacant lots flows directly to this kitchen. The caf\u00e9's scraps return to the land. The loop is closed.
\nWorking draft. All figures are estimates based on market research and operational benchmarks from comparable Detroit establishments. They will be rebuilt from the ground up once supplier costs, staff compensation, and menu pricing are negotiated. Do not use these for investor commitment conversations without updating them first.
\n| Revenue Stream | Draft Estimate | Notes |
|---|---|---|
| Food & Non-Alcoholic Beverage | TBD after menu costing | Ramp from Month 3 (partial) \u00b7 Full service Month 4+ |
| Alcohol Sales | TBD after bar program costing | Bar open from Day 1 \u00b7 Fresh-juice cocktails at premium |
| Cultural Programming & Events | TBD after event pricing | VIP Galas \u00b7 Dinner Concerts \u00b7 PuppetART \u00b7 Art openings |
| Merchandise & Retail | TBD | Two Moons cookbooks \u00b7 Art prints \u00b7 Branded items |
| Grants & Sponsorships | TBD after grant research | Knight \u00b7 Kresge \u00b7 NEA \u00b7 MACC \u00b7 Michigan corporate giving |
| Membership Revenue | TBD after membership launch | Existing cinema members + new Detroit-area members |
| Total Year 1 Revenue | To be projected after costing | Prior draft estimated ~$1.25M \u2014 needs full rebuild |
| Expense Category | Draft Estimate | Notes |
|---|---|---|
| Staff Compensation (total) | TBD \u2014 see Staffing section | Base salary + benefits + tip pool must be fully modeled together |
| Food & Beverage COGS | TBD after supplier negotiations | Local sourcing premium partially offset by DLT cooperative pricing |
| Triple-Net Lease | ~$70,000 (estimated) | Tenant pays taxes, insurance, utilities per lease terms |
| Utilities & Insurance | ~$60,000 (estimated) | Commercial kitchen, bar, and event space |
| Marketing & Community Engagement | ~$50,000 (estimated) | Opening campaign \u00b7 Membership launch \u00b7 Social \u00b7 Print |
| Equipment & Maintenance | ~$50,000 (estimated) | Ongoing; major equipment from Phase 1 capital |
| Programming & Artist Stipends | ~$80,000 (estimated) | Dinner Concerts \u00b7 Exhibitions \u00b7 PuppetART \u00b7 \"The Cass\" filming |
| Employee Housing Program (operating subsidy) | TBD | Depends on structure of Alexandrine/Lawton arrangement |
| Contingency | 10% of operating budget | To be calculated once full budget is built |
| Total Year 1 Expenses | To be projected after full costing | Prior draft estimated ~$1.1M \u2014 needs full rebuild |
All salary figures are working placeholders. Final compensation will be negotiated directly with the restaurant manager and each position before any offer is made. The principle is simple: investors take the financial risk, not employees. Compensation must be genuinely livable \u2014 and tip income, ESOP equity, and the employee benefits package (housing, retirement, investment education) are part of the full picture, not separate from it.
\n| Position | # | Base Salary (placeholder) | Equity | Additional Benefits | \n
|---|---|---|---|---|
| Restaurant Manager (GM) | 1 | TBD \u2014 market range $65K\u2013$85K+ | $10K stock option after 1 year | Sign-on housing benefit \u00b7 $50K low-interest renovation loan \u00b7 Annual bonus (loan forgiveness) when net revenue 25%+ over budget \u00b7 Access to employee housing program \u00b7 Investment & retirement coaching |
| Kitchen Co-Managers | 2 | TBD \u2014 $30K placeholder | $10K stock option after 3 qualifying years | 5-year fixed contract \u00b7 Health & 401K \u00b7 Full tip pool share \u00b7 Employee housing eligibility \u00b7 Investment coaching |
| Bar Co-Managers | 2 | TBD \u2014 $30K placeholder | $10K stock option after 3 qualifying years | 5-year fixed contract \u00b7 Health & 401K \u00b7 Full tip pool share \u00b7 Employee housing eligibility |
| Kitchen Staff | 3 | TBD \u2014 $20K placeholder | ESOP eligible after 3 qualifying years | Health & 401K \u00b7 Full tip pool share \u00b7 Employee housing eligibility \u00b7 Investment coaching |
| Bar Staff | 3 | TBD \u2014 $20K placeholder | ESOP eligible after 3 qualifying years | Health & 401K \u00b7 Full tip pool share \u00b7 Employee housing eligibility |
| Juice Bar Tenders | 2 | TBD \u2014 $20K placeholder | ESOP eligible after 3 qualifying years | Health & 401K \u00b7 Full tip pool share \u00b7 Employee housing eligibility |
| Front-of-House Hosts | 2 | TBD \u2014 $20K placeholder | ESOP eligible after 3 qualifying years | Health & 401K \u00b7 Full tip pool share \u00b7 Employee housing eligibility |
| Culinary School Interns | TBD | School credit + stipend | Pathway to full employment | Schoolcraft University culinary partnership |
| Total | 15+ | Full model TBD | ESOP + stock options layered | Tip pool + housing + investment education + 401K + health |
The phased launch model, the ecosystem of partners, the prep-before-service kitchen, and the closed Sunday all reduce operational risk. What remains is named honestly here.
\nGovernance
Documents
Second Amended Articles \u00b7 Bylaws \u00b7 Founding Round Resolution \u00b7 Subsequent Round Template \u00b7 ESOP Resolution
\n \n\n Investors hold Preferred Stock \u2014 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 \u2014 the Board simply authorizes a new offering at a new price by resolution.
\n Preferred Stock holders elect one board member as a class right for so long as any Preferred Stock remains outstanding \u2014 giving investors a genuine seat at the table without threatening Foundation voting control.
\n Price reflects performance \u2014 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.
\n ESOP Employee Pool \u2014 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.\n
| Class | Shares Authorized | Shares Reserved / Issued | Holder | Voting | Dividends |
|---|---|---|---|---|---|
| Common Stock | 50,000 | ~42,500 (Foundation majority) | Chalfonte Foundation (majority) \u00b7 future transfers by Board resolution | Yes \u00b7 1 vote/share | After Preferred \u00b7 Board discretion |
| Common Stock \u2014 ESOP Pool | \u2014 | 7,500 reserved | Eligible employees \u00b7 vesting after 3 qualifying years | No (non-voting by Board resolution) | Yes \u00b7 same as Common |
| Preferred Stock \u2014 Founding Round | Up to 12,000 (this round) | Up to 12,000 \u00b7 $25/share | Founding investor shareholders \u00b7 $10K minimum \u00b7 July\u2013Nov 2026 | No \u00b7 except elect 1 board member as class across all rounds | If and when declared \u00b7 ahead of Common \u00b7 liquidation at $25/share |
| Preferred Stock \u2014 Round 2 | Additional shares from pool | Up to 12,000 additional \u00b7 $35/share | Investors \u00b7 Dec 2026 \u2013 Spring 2027 \u00b7 post-launch round | No \u00b7 same class as Founding Round \u00b7 shared board seat | If and when declared \u00b7 liquidation at $35/share per Round 2 investor |
| Preferred Stock \u2014 Future Rounds | Remaining authorized shares | Unissued \u00b7 priced by Board on performance | Future investors \u00b7 price rises with demonstrated enterprise value | Same class \u00b7 shared board seat | If and when declared \u00b7 liquidation at price paid |
| Total Authorized | 100,000 | 50,000 Common \u00b7 50,000 Preferred |
Articles of Incorporation
of Cass Caf\u00e9, Inc.
Cass Caf\u00e9, 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.
\nThe name of this Corporation is Cass Caf\u00e9, Inc.
The Corporation is organized and shall be operated for the purpose of owning and operating restaurants, caf\u00e9s, bars, catering operations, performance venues, galleries, event spaces, and other hospitality, cultural, educational, artistic, and community-serving enterprises.
\nThe 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.
\n3.1 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.
\n4.1 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.
\n4.2 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.
\n4.3 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.
\n4.4 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.
\n4.5 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.
\n5.1 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.
\n5.2 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.
\n5.3 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.
\n5.4 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.
\n5.5 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.
\n5.6 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.
\n5.7 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.
\n5.8 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.
\n6.1 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.
\n6.2 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.
\n6.3 Classified Board. The directors elected by Common Stockholders shall be divided into three (3) classes as nearly equal in size as practicable \u2014 Class I, Class II, and Class III \u2014 with staggered three-year terms. The director elected by Preferred Stockholders shall serve a one-year term concurrent with the annual meeting cycle.
\n6.4 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.
\n6.5 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.
\nThe name of the registered agent of this Corporation and the address of its registered office are as follows:
\nClosed-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.
\n8.2 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.
\n8.3 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.
\nAny 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.
\n10.1 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.
\n10.2 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.
\n10.3 Chalfonte Foundation Protection. No amendment may be made to Section 4.2 of these Articles \u2014 which establishes the Chalfonte Foundation's majority voting control \u2014 without the written consent of the Chalfonte Foundation.
\nIN WITNESS WHEREOF, Cass Caf\u00e9, Inc. has caused these Second Amended and Restated Articles of Incorporation to be duly executed by its authorized officer on the date written below.
\nCass Caf\u00e9, 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 5. Written Consent. Shareholders may act without a meeting by unanimous written consent as provided in the Articles of Incorporation.
\nSection 1. Powers. The Board of Directors shall manage the business and affairs of the Corporation.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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 Caf\u00e9 Cultural Center Program Committee.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 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.
\nSection 2. Recusal. A director or officer with a disclosed conflict of interest shall recuse from voting on the matter giving rise to the conflict.
\nSection 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.
\nThe Corporation shall indemnify directors and officers to the fullest extent permitted by Michigan law, consistent with Article VIII of the Articles of Incorporation.
\nSection 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.
\nSection 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.
\nSection 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 \u2014 calculated by the hours and square footage of the facility used to provide food and beverage service \u2014 as established in the Master Cultural Center Joint Operating Agreement, and not through dividends.
\nThese 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.
\nFounding Round
WHEREAS, the Corporation requires capital to reopen and operate Cass Caf\u00e9 as a restaurant, bar, performance venue, gallery, and community cultural hub at 4620 Cass Avenue, Detroit, Michigan;
\nWHEREAS, 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;
\nWHEREAS, 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;
\nWHEREAS, 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;
\nNOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby authorizes the issuance of Preferred Stock in the Founding Round on the following terms:
\n- \n
- Round Designation. This offering round shall be designated the \"Founding Round\" of the Preferred Stock of Cass Caf\u00e9, 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- Founding Shareholder Status. Founding Round investors shall be recognized as Founding Shareholders of the revitalized Cass Caf\u00e9 \u2014 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. \n
- 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. \n
- 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. \n
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];
\nWHEREAS, 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;
\nWHEREAS, 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];
\nWHEREAS, investors in prior rounds who purchased at lower prices hold shares whose relative value has increased, rewarding their earlier commitment and greater risk;
\nNOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby authorizes the issuance of Preferred Stock in the [Round Name] on the following terms:
\nRound 2 anticipated: December 2026 \u2013 Spring 2027
- \n
- Round Designation. This offering round shall be designated the \"[Round Name]\" of Preferred Stock of Cass Caf\u00e9, Inc. (example: \"Round 2 \u2014 Post-Launch Offering\"). No new series is created. All Preferred Stock shares carry the same fundamental rights regardless of the round of issuance. \n
- 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 \u2014 the same single seat shared across all rounds. \n
- 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. \n
- 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. \n
- No Management Rights. Same as all Preferred Stock \u2014 no right to participate in management except through the shared single board appointment right. \n
- Transfer Restrictions. Transfer requires prior written Board approval. The Corporation holds right of first refusal at the price paid by the transferring investor. \n
- 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. \n
- Use of Proceeds. Proceeds from this round shall be used for: [specify at time of adoption \u2014 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. \n
- 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.] \n
Plan Resolution
WHEREAS, the Corporation believes that the people who do the daily work of building and sustaining Cass Caf\u00e9 should share in its long-term success;
\nWHEREAS, 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;
\nWHEREAS, 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;
\nNOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby establishes the Cass Caf\u00e9 Employee Stock Ownership Plan (\"ESOP\") and the Employee Pool as follows:
\n- \n
- 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. \n
- Eligibility. All full-time and part-time employees of Cass Caf\u00e9, Inc. \u2014 and all frontline employees employed by the Chalfonte Foundation as employer of record but assigned to Cass Caf\u00e9 operations \u2014 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. \n
- 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 Caf\u00e9 operations. Qualifying years of service need not be continuous \u2014 an employee who leaves and returns retains all previously accrued qualifying time. Qualifying time begins to accrue from the employee's original hire date. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
- 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. \n
Operating
Agreements
Three Coordinated Documents \u00b7 Working Drafts \u00b7 Legal Review Required
\n \nThe 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 Caf\u00e9, 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 Caf\u00e9, Inc., and advancing the Foundation's charitable mission through every aspect of the Cultural Center's daily operation.
\nThis 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.
\nThe 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 \u2014 Health & Healing, Arts & Culture, Food & Agriculture, Economics & Commerce, Habitation, Education, Spirituality, Religion & Science, and Justice itself as the central unifying principle \u2014 developed through two days of reflection between the Foundation's founder, Father James L. Meyer (Jimeyer), and President Aaron Timlin.
\nThe 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.
\nThese 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 Caf\u00e9 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.
\nThe 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 \u2014 the improper transfer of a nonprofit's assets or revenues to private individuals \u2014 and impermissible private benefit \u2014 the use of a nonprofit's tax-exempt status to give a commercial entity an unfair competitive advantage.
\nIf the Chalfonte Foundation were to pay the mortgage, utilities, and insurance for the Cultural Center facility while Cass Caf\u00e9, 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.
\nThe 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.
\n\n 2. Class B Preferred Stock Mission Control: The Chalfonte Foundation holds Class B Preferred Stock in Cass Caf\u00e9, Inc. This stock carries majority voting rights over board composition, governance policies, and mission-critical decisions \u2014 but carries no dividend rights. The Foundation does not profit from Cass Caf\u00e9'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 Caf\u00e9 is about accountability to community benefit, not financial extraction.
\n 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 Caf\u00e9 is classifiable as Related Business Income \u2014 minimizing Unrelated Business Income Tax (UBIT) exposure for the Foundation.\n
Cass Caf\u00e9 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 \u2014 every other use of the space is private or ticketed: weddings, community programs, Health & Healing activities, and Cass Caf\u00e9'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.
\nCass Caf\u00e9, 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 Caf\u00e9's operating account. Cass Caf\u00e9, 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.
\nAny organization or individual needing food and beverage service for an event in the building \u2014 the Chalfonte Foundation, detroit contemporary, PuppetART, a couple getting married, a community program \u2014 is connected to Cass Caf\u00e9'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 Caf\u00e9 provides the food and beverage service for every event held in the space, scoped and priced to fit that specific event.
\n\n \u2193
\n
\n
\n \u2193
\n
Cass Caf\u00e9's share of the building's occupancy expenses \u2014 utilities, maintenance, and shared overhead \u2014 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 Caf\u00e9 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.
\nFor ticketed partner events \u2014 Pancakes with Puppets, exhibition receptions, dinner concerts \u2014 presale ticket revenue is collected directly by the presenting organization (PuppetART, detroit contemporary), and Cass Caf\u00e9'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 Caf\u00e9 revenue.
\nUnder 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 \u2014 but the governance structure established here addresses that challenge directly.
\nBecause the Chalfonte Foundation holds Class B Preferred Stock with majority voting authority over Cass Caf\u00e9, 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.
\nThe usage-based occupancy cost model \u2014 Cass Caf\u00e9 paying its share of expenses according to the hours and square footage actually used, rather than commercial rent \u2014 and the full documentation of the Foundation's mission programming within the building, provide the evidentiary basis for maintaining the property tax exemption.
\n\n \u2502 owns building \u00b7 holds Class B stock \u00b7 mission stewardship \u00b7 employer of record
\n \u251c\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500\u2500
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governed by Master JOA \u00b7 Document 1
governed by Program Committee Charter \u00b7 Document 2
\n \u2502
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detroit contemporary \u00b7 PuppetART \u00b7 Village Radio \u00b7 Detroit Land Trust \u00b7 Shepherdswork Farm & School
Document 1 \u2014 the Master Cultural Center Joint Operating Agreement \u2014 is the constitutional document. It governs the most financially and legally significant relationship: Chalfonte Foundation and Cass Caf\u00e9, Inc. It establishes the facility fee, the staffing structure, the governance rights, the insurance requirements, and the mission alignment obligations.
\nDocument 2 \u2014 the Program Committee Charter \u2014 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.
\nDocument 3 \u2014 the Partner Organization Participation Agreement \u2014 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 \u2014 only the individual participation agreement changes, not the Master JOA.
\nJoint 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 Caf\u00e9, Inc., a Michigan corporation (\"Cass Caf\u00e9\").
\nThis Agreement establishes the framework through which the Foundation and Cass Caf\u00e9 cooperate in the operation of the Cass Caf\u00e9 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.
\nThe parties intend that this Agreement, together with the Articles of Incorporation, Bylaws, Board Governance & Reserved Powers Policy, Community Stewardship Statement, Cass Caf\u00e9 Covenant, Program Committee Charter, and Partner Organization Participation Agreements, shall constitute the complete governing framework for the Cass Caf\u00e9 Cultural Center.
\nWHEREAS, 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;
\nWHEREAS, Cass Caf\u00e9, Inc. operates food and beverage services in furtherance of community engagement, hospitality, cultural programming, and local economic development;
\nWHEREAS, the parties desire to establish a long-term operating relationship that supports the Foundation's charitable mission while allowing Cass Caf\u00e9 to operate as a community-owned hospitality enterprise;
\nWHEREAS, 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;
\nWHEREAS, 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 \u2014 serving the children, families, and communities of Detroit and the broader region;
\nNOW, THEREFORE, the parties agree as follows.
\nThe purpose of this Agreement is to establish the framework through which the Foundation and Cass Caf\u00e9 cooperate in the operation of the Cass Caf\u00e9 Cultural Center, and to establish governance, financial, operational, and programmatic relationships between the parties and with affiliated partner organizations.
\nThe 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.
\n2.1 Building Ownership. The Foundation owns or will own the real property commonly known as Cass Caf\u00e9, including the building, structural improvements, and related real estate.
\n2.2 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.
\n2.3 Shared-Use Cultural Center. The Parties acknowledge that the facility is a shared-use cultural center and not exclusively occupied by Cass Caf\u00e9. Cass Caf\u00e9 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.
\n3.1 Food and Beverage Operator. Cass Caf\u00e9 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.
\n3.2 Liquor License and Regulatory Compliance. Cass Caf\u00e9 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.
\n3.3 Equipment, Furniture, and Supplies. Cass Caf\u00e9 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.
\n4.1 Mission Steward. The Foundation shall serve as the owner, steward, and mission guardian of the facility.
\n4.2 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.
\n4.3 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 Caf\u00e9 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 Caf\u00e9 retains day-to-day operational authority over preparation methods, pricing, inventory management, and kitchen execution.
\n4.4 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.
\n4.5 Public Hours and Private Use. Cass Caf\u00e9 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 Caf\u00e9'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 Caf\u00e9 on a case-by-case basis under Section 5.
\n5.1 Usage-Based Occupancy Cost. Cass Caf\u00e9 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.
\n5.2 Purpose of Cost Sharing. The cost-sharing payment compensates the Foundation for Cass Caf\u00e9'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.
\n5.3 Uniform Application. The hours-and-square-footage calculation applies uniformly regardless of who Cass Caf\u00e9 is serving \u2014 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.
\n5.4 Case-by-Case Event Food & Beverage Arrangements. Any event or activity in the facility requiring food and beverage service \u2014 whether hosted by the Foundation, a partner organization, or a private party \u2014 shall be connected to Cass Caf\u00e9'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 Caf\u00e9's structured pricing guidelines and shall be documented in writing prior to the event.
\n5.5 Payment Timing. Cass Caf\u00e9 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.
\n6.1 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.
\n6.2 Cass Caf\u00e9 Reimbursement. Cass Caf\u00e9 shall reimburse the Foundation for all payroll costs attributable to Cass Caf\u00e9 operations, including: gross wages; payroll taxes; workers' compensation; unemployment insurance; employee benefits; payroll processing fees; and other employment-related costs.
\n6.3 Administrative Fee. The Parties may agree to an administrative fee to compensate the Foundation for providing employer-of-record and payroll administration services.
\n6.4 Operational Supervision. Although the Foundation serves as administrative employer, Cass Caf\u00e9's Restaurant Manager/COO shall have day-to-day operational authority over food and beverage staff during Cass Caf\u00e9 operations, including: scheduling; shift assignments; service standards; kitchen workflow; bar workflow; training; food safety procedures; performance feedback; and daily supervision.
\n6.5 Executive Compensation. Cass Caf\u00e9 shall directly compensate its officers and executive management, including its CEO and COO/Restaurant Manager, unless otherwise agreed in writing.
\n7.1 Presale Ticket Revenue. Presale ticket revenue for partner events \u2014 including PuppetART performances, detroit contemporary exhibitions and concerts, and Village Radio programming \u2014 shall be collected directly by the presenting partner organization through that organization's own ticketing platform or systems.
\n7.2 Food & Beverage Service Arrangement. Food and beverage service for any partner event shall be arranged directly with Cass Caf\u00e9 in advance, on a case-by-case basis, in accordance with Cass Caf\u00e9'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 Caf\u00e9's compensation for service is set by the documented arrangement for that event rather than a fixed percentage of ticket revenue.
\n7.3 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 Caf\u00e9 revenue and are not part of any food and beverage arrangement.
\n7.4 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 Caf\u00e9 revenue subject to standard monthly reporting.
\n8.1 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 Caf\u00e9, 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.
\n8.2 Mission Accountability. Such governance authority shall be exercised solely to protect mission alignment, community benefit, and organizational integrity \u2014 not to direct day-to-day food and beverage operations.
\n8.3 Cass Caf\u00e9 Acknowledgment. Cass Caf\u00e9 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 Caf\u00e9 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.
\n8.4 Program Committee. Programming activities shall be coordinated through the Program Committee established pursuant to the Program Committee Charter attached hereto as Exhibit A.
\n9.1 POS System. Cass Caf\u00e9 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.
\n9.2 Monthly Reporting. Cass Caf\u00e9 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.
\n10.1 Foundation Insurance. The Foundation shall maintain insurance appropriate for building ownership and cultural facility operations, including property insurance and general liability coverage.
\n10.2 Cass Caf\u00e9 Insurance. Cass Caf\u00e9 shall maintain insurance appropriate for restaurant, bar, liquor, hospitality, and food service operations, including commercial general liability, liquor liability, and workers' compensation (as applicable).
\n10.3 Additional Insured. Each Party shall name the other as an additional insured where commercially reasonable and applicable.
\n10.4 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.
\n11. Reporting and Records. Cass Caf\u00e9 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.
\n12. Term. This Agreement shall begin on ___________, 2026 and shall remain in effect until amended or terminated in writing by the Parties.
\n13. Amendment. This Agreement may be amended only by written agreement approved by authorized representatives of both Parties.
\n14. Termination. This Agreement may be terminated by mutual written agreement of the Parties. The Foundation may terminate this Agreement upon material breach by Cass Caf\u00e9 if such breach is not cured within thirty (30) days after written notice. Cass Caf\u00e9 may terminate this Agreement upon material breach by the Foundation if such breach is not cured within thirty (30) days after written notice.
\n15. 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 Caf\u00e9.
\nCharter
The Program Committee exists to coordinate scheduling, facility usage, programming priorities, and collaborative opportunities among all organizations participating in the Cass Caf\u00e9 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 Caf\u00e9, Inc., or the governance structures of any individual partner organization.
\nThe 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.
\nThe President and Chief Operating Officer of Cass Caf\u00e9, 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.
\nThe 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 \u2014 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 Caf\u00e9's General Manager.
\nThe Events Coordinator maintains the master facility calendar and handles inquiries, contracts, rental fees, and scheduling for private and ticketed bookings \u2014 including weddings and private events \u2014 connecting each client to the Director of Arts & Cultural Programming or Cass Caf\u00e9's General Manager as the specific event requires, and coordinating event logistics for art opening receptions with artists and curators.
\nBoth 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 \u2014 the distinction between governance (Program Committee) and administration (Program Director) shall be maintained.
\nEach participating organization retains full authority over its own internal programming decisions, managed by its own director, coordinator, curator, or equivalent lead \u2014 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.
\nThe 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.
\nThe 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.
\nInitial voting membership shall include the chief executive officer or designated representative of each of the following organizations:
\n- \n
- Chalfonte Foundation \n
- Cass Caf\u00e9, Inc. \n
- detroit contemporary \n
- PuppetART Detroit Puppet Theater \n
- Village Radio \n
- Detroit Land Trust \n
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.
\nGeneral scheduling priorities shall be as follows, subject to coordination through the Program Director and revision by the Program Committee:
\n5.1 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.
\n5.2 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.
\n5.3 Quorum. A quorum shall consist of a majority of the then-current voting members.
\n5.4 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.
\nThis 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.
\nParticipation Agreement
This Partner Organization Participation Agreement (\"Agreement\") is entered into between Chalfonte Foundation, a Michigan nonprofit corporation (\"Foundation\"), and _________________________________ (\"Partner Organization\").
\nWHEREAS, the Foundation owns and operates the Cass Caf\u00e9 Cultural Center located at 4620 Cass Avenue, Detroit, Michigan;
\nWHEREAS, the Foundation and Cass Caf\u00e9, Inc. have entered into a Master Cultural Center Joint Operating Agreement governing the operation of the Cultural Center;
\nWHEREAS, the Partner Organization desires to participate in programming, events, exhibitions, educational activities, performances, broadcasts, or related activities conducted within the Cultural Center;
\nWHEREAS, the Foundation desires to include the Partner Organization in the shared cultural programming of the facility;
\nNOW, THEREFORE, the parties agree as follows.
\n1. 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.
\n2. 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.
\n3. 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.
\n4. 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 Caf\u00e9, Inc. shall not be responsible for the Partner Organization's operational or programming decisions.
\n5. Food and Beverage Services. Any event sponsored by the Partner Organization that requires food and beverage service shall arrange that service directly with Cass Caf\u00e9, Inc. in advance, on a case-by-case basis, in accordance with Cass Caf\u00e9's structured pricing guidelines as established in the Master Cultural Center Joint Operating Agreement. The Partner Organization shall pay Cass Caf\u00e9, Inc. for food and beverage service according to the terms documented for that specific event.
\n6. 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.
\n7. 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 Caf\u00e9 Cultural Center.
\n8. 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.
\nThis 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.
\nThis 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.
\n\n Primary Programming: _________________________________
\n Typical Event Format: _________________________________
\n Standard Food & Beverage Settlement: 50% of ticket revenue to Cass Caf\u00e9, Inc. unless otherwise specified: _________________________________
\n Scheduling Priority Category (from Program Committee Charter): _________________________________
\n Insurance Requirements: _________________________________
\n Special Terms or Conditions: _________________________________\n
Opening
Plan
Revenue from Day One \u00b7 July 2026 through Full Launch
\n \nWeek 1\u20132
Week 3\u20134
July\u2013Aug
Peak dates (Fri\u2013Sat, Nov\u2013Dec) at upper range
First Saturday
Saturdays
2026
2026
Plan
Operational Staffing Model \u00b7 Service Modes \u00b7 Compensation Framework
\n \n \n| Position | Count | Shift | Days | Compensation | Notes | \n
|---|---|---|---|---|---|
| Executive Chef Salary | \n 1 | \n~4:30 AM \u2013 1 PM with flexibility | \n Mon\u2013Fri + 2 Sat/mo | \nTBD \u2014 market range $55K\u2013$75K+ | \nOversees all production, menu fidelity, Two Moons recipe standards, kitchen team. Works with Marianne on menu development. Manages kitchen schedule and ordering. | \n
| Sous Chef / Kitchen Co-Manager Salary | \n 2 | \n~4:30 AM \u2013 12 PM | \nMon\u2013Fri + 2 Sat/mo (staggered days) | \n TBD \u2014 $30K placeholder \u00b7 needs revision | \nTwo sous chefs on staggered schedules. One leads protein and soup production; one leads breads, grains, and assembly prep. Both cross-trained on all stations. | \n
| Prep Cooks Hourly | \n 2\u20133 | \n5 AM \u2013 11 AM | \nMon\u2013Fri (rotating days) | \n TBD \u2014 $18\u2013$22/hr market range | \nVegetable cutting in all four cuts, nut soaking and roasting oversight, grain cooking, fermented food portioning, bread assists. Culinary school interns may fill some prep positions. | \n
| Juice Bar Prep Hourly | \n 1 | \n6 AM \u2013 2 PM | \nMon\u2013Fri | \nTBD \u2014 $16\u2013$20/hr | \nPrepares all juice and smoothie ingredients before service. Operates juice bar during morning service hours. Overlaps with day service team for handoff. | \n
| Culinary Interns Part-Time | \n TBD | \nFlexible \u00b7 morning | \nRotating | \nSchool credit + stipend | \nSchoolcraft University culinary partnership. Interns rotate through all kitchen stations under sous chef supervision. Pipeline to full employment. | \n
| Kitchen Team Total | \n6\u20138 per day | \n~4:30 AM \u2013 Noon | \nMon\u2013Fri core | \nFull model TBD | \n\n |
| Position | Count | Shift | Days | Compensation | Notes | \n
|---|---|---|---|---|---|
| Shift Manager / Host Salary | \n 1 | \n6:30 AM \u2013 7:30 PM | \nMon\u2013Fri (2 managers rotate) | \n TBD \u2014 market range $45K\u2013$60K | \nOpens the caf\u00e9, manages day service team, acts as host and floor manager, handles customer concerns, oversees warmer rotation and food safety compliance, manages close. Works with executive manager on scheduling. | \n
| Servers / Floor Staff Hourly + Tips | \n 2 | \n7 AM \u2013 8 PM (split shifts possible) | \n Mon\u2013Fri (rotating) | \n TBD \u2014 base + full tip pool share | \nGreet and seat guests, deliver orders from counter to tables, assist with floor management, support cashiers during rush, close out floor after 7 PM. Double as ushers and greeters. One stays until 8 PM for close. | \n
| Cashiers / Counter Staff Hourly + Tips | \n 2 | \n7 AM \u2013 7 PM | \nMon\u2013Fri (rotating) | \n TBD \u2014 base + full tip pool share | \nManage the counter and POS system, take orders, issue numbered tickets, apply member discounts automatically via POS, assist with order delivery during slower periods. Must know the full Add-On Reference Sheet system. | \n
| Juice Bar Tender (Day) Hourly + Tips | \n 1 | \n7 AM \u2013 3 PM | \nMon\u2013Fri | \nTBD \u2014 base + full tip pool share | \nOperates the juice and smoothie bar during peak morning service. Fresh-pressing juices, blending smoothies, managing the add-in system. Hands off to bar staff or second juice tender for afternoon coverage. | \n
| Juice Bar Tender (Afternoon) Hourly + Tips | \n 1 | \n12 PM \u2013 7 PM | \nMon\u2013Fri | \nTBD \u2014 base + full tip pool share | \nCovers afternoon juice bar service. May also assist with counter during lunch rush. Overlaps with daytime bartender for juice-cocktail handoffs at the bar. | \n
| Day Bartender Hourly + Tips | \n 1 | \n7 AM \u2013 5 PM | \nMon\u2013Fri | \nTBD \u2014 base + full tip pool share | \nFull bar open from 7 AM. Serves coffee, tea, Michigan craft beer, wine, and fresh-juice cocktails. Handles the bar through the lunch rush and into the afternoon. Overlaps with evening bar team for handoff. | \n
| Close-Out Staff Hourly | \n 1\u20132 | \n7 PM \u2013 8 PM | \nMon\u2013Fri | \nTBD \u2014 may be day staff on close rotation | \nAfter 7 PM close, one server and one cashier or shift manager stay to serve guests who ordered before or at close. No new orders after 7 PM. Kitchen is closed. All seated guests served and finished by ~8 PM. Unless an event is booked that evening, the building is then closed for the night. | \n
| Day Service Total | \n8\u20139 on floor | \n7 AM \u2013 8 PM | \nMon\u2013Fri | \nFull model TBD | \n\n |
| Position | Count | When Scheduled | Compensation | Notes | \n
|---|---|---|---|---|
| Event Bartender Hourly + Tips | \n 1\u20132 per event, by guest count | \nAny booked ticketed or private event | \nTBD \u2014 base + tip pool, event rate | \nDrawn from a roster of trained bar staff, scheduled individually per event by the General Manager based on the confirmed event calendar. Full bar \u2014 fresh-juice cocktails, Michigan craft beer, wine, spirits. | \n
| Event Service Staff Hourly + Tips | \n By guest count | \nAny booked ticketed or private event | \nTBD \u2014 event rate | \nFloor service, greeting, and guest coordination for ticketed or private events \u2014 scheduled per event, not as a standing shift. | \n
| Evening/Weekend Total | \nScales with event calendar | \nNo standing hours | \nPer-event budget | \n\n |
| Position | Count | Notes |
|---|---|---|
| Chef / Sous Chef | 1\u20132 | Scheduled from the kitchen team's rotation only when this event is on the calendar. Pancakes, eggs, oatmeal, morning wraps \u2014 all from the standard Two Moons breakfast tradition. |
| Servers | 2 | Family-oriented floor service. More interactive than weekday counter service \u2014 assisting families with young children, managing PuppetART seating areas, running the numbered ticket system. |
| Cashier | 1 | Counter and POS. Manages member discounts and children's pricing for the puppet event. |
| Bartender | 1 | Mimosas with fresh OJ, Michigan craft beer, fresh juices, coffee, and tea \u2014 staffed only for this event's hours. |
| Shift Manager | 1 | Hosts the brunch event and coordinates with PuppetART performers on timing. |
| Position | Provided By | Notes |
|---|---|---|
| Kitchen Staff | Pop-up organizer | All food prep and cooking. Cass kitchen and equipment available. Cass kitchen manager not present. |
| Service Staff | Pop-up organizer | All table service, order-taking, and food delivery for the dinner. |
| Cass Bartender (1) | Cass Caf\u00e9 | Scheduled only for this event's hours. Full bar service \u2014 fresh-juice cocktails, Michigan beer and wine, full spirits. Tip income stays with the staff member working that night. |
| Music Programming Curator | Monthly rotation | Changes each month. Selects both the musical act and the pop-up restaurant to create a curated pairing. May receive a curatorial fee from the caf\u00e9 or negotiate with the pop-up organizer directly. |
| Shift Manager (light) | Cass Caf\u00e9 | On-call presence to handle any building or equipment issues, scheduled only for this event. |
| Position | Count | Notes |
|---|---|---|
| Event Staff (if booked) | By arrangement | If a Sunday event wants Cass Caf\u00e9 food, juice, or bar service, the organizer arranges directly with the General Manager in advance. Staffed only for that specific event's hours and guest count \u2014 there is no standing Sunday shift to staff against. |
| Position | Type | Placeholder Comp | Scope | \n
|---|---|---|---|
| General Manager (Restaurant & F&B) | \nSalary | \nTBD \u2014 market range $65K\u2013$85K+ + housing benefit + stock option + performance bonus | \n Restaurant and food & beverage operations. Kitchen, bar, daytime service, scheduling, ordering, financial reporting, staff management, and compliance for the Monday\u2013Friday public restaurant. Arranges food and beverage service for any private, ticketed, or VIP event, in coordination with the Director of Arts & Cultural Programming and the Events Coordinator. Reports to Aaron Timlin / Chalfonte Foundation board. This role requires deep restaurant experience and cannot be undercompensated. | \n
| Director of Arts & Cultural Programming | \nSalary | \nTBD \u2014 market range $45K\u2013$60K+ | \nOwns everything outside food & beverage operations: art exhibitions, concerts, and special events. Works directly with PuppetART's Artistic Director and puppeteers to schedule, promote, and manage Pancakes with Puppets and other performances; with detroit contemporary on exhibition receptions; and with Village Radio on cross-programming. Covers children's and community programming \u2014 youth and educational programs, and the cultural elements of private events such as weddings. Coordinates directly with the General Manager whenever an event needs food and beverage service. | \n
| Events Coordinator | \nPart-Time | \nTBD \u2014 part-time hourly or fee for service | \nOwns the master calendar for private and ticketed bookings. Handles inquiries, rental fees, contracts, and scheduling for weddings and other private events, connecting clients to the General Manager or the Director of Arts & Cultural Programming as each event requires. Coordinates event-day logistics for art opening receptions with artists and curators. | \n
| Executive Chef | \nSalary | \nTBD \u2014 market range $55K\u2013$75K+ | \nFull kitchen operation. Menu fidelity to Two Moons recipes. Staff supervision. Ordering and inventory. Works with Marianne on menu development and special events. Primary liaison to Shepherdswork Farm sourcing. | \n
| Bar Manager | \nSalary | \nTBD \u2014 $30K placeholder \u00b7 needs revision | \nOversees bar and juice bar operations during Monday\u2013Friday public hours and for any private, ticketed, or VIP event. Inventory, supplier relationships, compliance with liquor license, menu development for the bar program. Michigan and Great Lakes sourcing for all beverages. | \n
| Shift Managers | \nHourly / Salary | \nTBD \u2014 $18\u2013$22/hr or annual equivalent | \nDay and evening shift managers. Host and floor management during service. Food safety compliance. Staff communication. Customer relations. May be promoted from within after demonstrated performance. | \n
| Accountant(s) | \nFee for Service | \nTBD \u2014 monthly retainer or annual contract | \nFinancial reporting, payroll processing, tax compliance, investor reporting, 990 alignment (Chalfonte Foundation), tip pool calculation and distribution, ESOP administration support. | \n
| Programming Curators | \nFee for Service | \nTBD \u2014 monthly curatorial fee | \nMusic and cultural programming curation (Saturday Dinner Concert monthly rotating curator). detroit contemporary liaison for art exhibitions. Write Here Write Now literary series coordinator. Village Radio Detroit programming coordinator. | \n
| Marianne (Menu Design / Training) | \nFee for Service | \nTBD \u2014 project fee + per diem | \nMenu design, recipe development, kitchen training, special investor and advisory dinners, pop-up curation input. Part-time by design \u2014 splits time between Detroit and Elk Rapids. Fee structure reflects this flexibility. | \n
| Aaron Timlin (President) | \nVow of Poverty | \nNo salary \u2014 vow of poverty | \nOverall Foundation leadership, investor relations, community partnerships, Village Radio Detroit, DLT coordination, Shepherdswork Farm & School, real estate and land trust matters, reality show direction. | \n
| Management Total (est.) | \nFull management compensation model TBD after direct negotiation with each position. Current placeholders significantly below market for the scope of these roles. | \n
| Position / Team | \nMonday | \nTuesday | \nWednesday | \nThursday | \nFriday | \nSaturday | \nSunday | \n
|---|---|---|---|---|---|---|---|
| Kitchen Team | \n4:30AM\u2013Noon | \n4:30AM\u2013Noon | \n4:30AM\u2013Noon | \n4:30AM\u2013Noon | \n4:30AM\u2013Noon | \nClosed \u2014 Event Only | \nClosed \u2014 Event Only | \n
| Day Service | \n7AM\u20137PM | \n7AM\u20137PM | \n7AM\u20137PM | \n7AM\u20137PM | \n7AM\u20137PM | \nClosed \u2014 Event Only | \nClosed \u2014 Event Only | \n
| Bar | \nNo Standing Hours | \nNo Standing Hours | \nNo Standing Hours | \nNo Standing Hours | \nNo Standing Hours | \nNo Standing Hours | \nNo Standing Hours | \n
| Evening / Weekend Events | \nIf Booked | \nIf Booked | \nIf Booked | \nIf Booked | \nIf Booked | \nIf Booked | \nIf Booked | \n
| Compensation Element | Applies To | Structure | \n
|---|---|---|
| Base Salary / Hourly Wage | All positions | All placeholders \u2014 to be rebuilt from actual market rates after direct negotiation. Detroit market reference: line cooks $18\u2013$22/hr; sous chefs $50\u201365K; managers $55\u201375K; GMs $65\u201385K+; bartenders $9\u201312/hr base + tips. |
| Tip Pool | All service staff | Full house tip pool shared equally \u2014 servers, cashiers, juice bar tenders, bartenders, and a kitchen gratuity share. POS calculates and distributes automatically. No tipping disparity between front and back of house. |
| ESOP Equity Grant | All staff | After 3 qualifying years of service (not necessarily continuous). Staff who leave and return retain their qualifying time. Grant amount determined by role, tenure, and board approval. Full orientation provided so staff understand what they own. |
| Stock Options (Management) | Executive Chef, Bar Manager, GM | $10K stock option grants vesting after 1 year (GM) or 3 years (other management). Stock at $25/share (placeholder). |
| Housing Benefit | GM (and future expansion) | Sign-on housing benefit \u2014 access to affordable Alexandrine/Lawton apartments, walking distance from the caf\u00e9. Optional, not required. A benefit, not a workaround for low wages. |
| 401K + Health Insurance | All full-time staff | 401K enrollment from day one with employer match (rate TBD). Health insurance enrollment for all full-time positions. |
| Performance Bonus (GM) | General Manager | $10K annual bonus in the form of loan principal forgiveness when net revenue is 25%+ over budget in any given year. |
| Sunday Premium Rate | Staff working Sunday events | Sunday catering work is arranged directly between staff and event organizer at 1.5\u20132\u00d7 standard rate. Not a standard shift \u2014 premium reflects voluntary nature of Sunday work. |
| Investment & Retirement Education | All staff | Annual investment education workshops. Retirement planning consultation through Foundation-organized sessions. Housing pathway coaching for staff who want to move toward ownership through the NW Goldberg modular housing program. |
| 40-Hour Weekly Cap | All hourly staff | Hourly staff should not exceed 40 hours per week without management approval. Overtime granted when operationally necessary. Kitchen staff working 4:30 AM to noon are on ~7.5-hour shifts \u2014 scheduling must ensure no more than 5 days/week per person without overtime. Management positions are salaried and exempt from the cap. |
Programming
Full Calendar \u00b7 Arts & Culture \u00b7 Food & Agriculture \u00b7 Health & Healing
\n \n \n7 AM full menu
Bar & juice 7 AM\u20132 AM
7 AM full menu
Bar & juice 7 AM\u20132 AM
7 AM full menu
Bar & juice 7 AM\u20132 AM
7 AM full menu
Eve: spirit-free only
7 AM full menu
Eve: Fried Food + DJ
Eve events when scheduled
1st Sat: Reception
Eve: Dinner Concert
Last Sat: Heritage Night
Yoga \u00b7 Meditation
Community programs
Bar & juice all day
Mocktail Night is not a compromise \u2014 it is an event in its own right. The bar becomes a zero-proof cocktail bar. The juice bar becomes a creative partner. The result is an evening of beautifully crafted, complex, social drinks that happen to contain no alcohol. No one needs to explain themselves. No one is the odd one out. The room is simply social, and the drinks are simply good.
\nThe evening attracts a distinct audience that Friday and Saturday don't reach: sober curious, people of faith, health-focused guests, athletes, parents, designated drivers, and anyone who wants a sophisticated social night without the alcohol. Over time, Mocktail Night builds its own regular community.
\nof month
detroit contemporary opened on November 14, 1998. For the gallery's one-year anniversary party in December 1999, Aaron Timlin invited Scott Craig and Brad Hales to DJ the evening. The night went so well that the three decided on the spot to make it a regular monthly event, which they called Free Funk Fridays. When a modest $5 admission was eventually introduced, the name became Funk Night. After that, the rest is history \u2014 nearly a decade of monthly all-vinyl funk and soul at detroit contemporary, one of the most beloved underground events the city has produced.
\nWhen Timlin later became president and chair of the Contemporary Art Institute of Detroit \u2014 the long-established nonprofit arts organization founded by Charles McGee \u2014 CAID occupied the space formerly held by detroit contemporary and continued essentially the same programming, Funk Night included.
\nAt Cass Caf\u00e9, Funk Night returns in a form that honors its roots while finding a new rhythm: deeper, more chilled, running longer \u2014 with events ending by midnight, then events ending by midnight. And it is fitting that detroit contemporary \u2014 which presented all those early exhibitions at the gallery where Funk Night began \u2014 is now the presenting organization for all exhibitions at Cass Caf\u00e9.
\nFirst Saturday
Most Saturdays
Last Saturday
All exhibitions at Cass Caf\u00e9 are planned and presented by detroit contemporary \u2014 founded by Aaron Timlin in 1998. The curatorial partnership is organic, historical, and ongoing. Art on the walls of Cass Caf\u00e9 is never incidental \u2014 it is presented with the same rigor and community intention that has defined detroit contemporary for nearly three decades.
\nExhibitions open on the first Saturday of each month with a dedicated evening that belongs entirely to the art. A VIP preview reception from 5 to 6 PM is held for members, artists, donors, collectors, and invited guests \u2014 unhurried, private, with full bar. At 6 PM the doors open to the public for a free reception through 10 PM. No competing dinner concert programming on first Saturdays \u2014 the opening has the room to itself. The work then remains on view through the month, visible during all caf\u00e9 hours, all bar service, and all Sunday programming.
\nPuppetART was founded in 1995 as the American Russian Theater Company \u2014 a traveling troupe of Russian puppeteers who emigrated to Detroit seeking new beginnings and found in this city a home for their art. By 1998, they had established themselves downtown as PuppetART Detroit Puppet Theater: a small theater, studio, and museum that over the following two decades inspired an estimated 200,000 children and adults across Southeast Michigan. School tours, apprenticeships, workshops, variety shows, and a rotating repertoire of thirteen productions made PuppetART one of the rarest things in the American arts landscape \u2014 a professional puppet theater with deep roots in a community that genuinely claimed it as its own. As PuppetART's founding artistic director Lyudmila Mikheyenko has said: \"People pretend to be somebody on stage, and puppets never pretend.\"
\nWhen PuppetART lost its longtime downtown home to the pressures of a gentrifying city, the Chalfonte Foundation stepped in. Cass Caf\u00e9 becomes PuppetART's new performing home. The LaRose House \u2014 the Foundation's Victorian building a few blocks from the caf\u00e9 \u2014 serves as storage, rehearsal space, and training facility for the company. The goal is to rebuild what was lost: school tour programming, a new statewide touring initiative, and the kind of sustained community presence that PuppetART built over twenty years. Pancakes with Puppets on Saturday mornings is where that rebuilding begins.
\nThe Saturday morning event has a clear theatrical arc. Families arrive and get settled with breakfast and brunch while a puppet host works the room \u2014 banter with the human guests, interactions with families, the kind of warmth that gets a room comfortable and ready. When the time comes, the host brings out members of the cast one by one for brief interviews: who are you, what's your role in the show, what should the audience know before the curtain rises. Then the full performance \u2014 one complete show from PuppetART's repertoire, performed in its entirety. A morning that moves from meal to conversation to theater, with puppetry running through all of it.
\nSaturday Dinner Concerts are among the most distinctive programming at Cass Caf\u00e9 \u2014 a curated pairing of a Detroit or Michigan musical act with either a pop-up restaurant or, on Heritage Night, the Cass kitchen itself. The model is dinner and a show in the same room: guests purchase tickets in advance that include their meal, are assigned seating, and spend the evening at their table with food and drinks as the performance happens around them. The meal comes first, creating the ease and warmth a room needs before music fully takes it over. The bar remains available throughout.
\nTickets are purchased in advance \u2014 a model that eliminates no-shows, allows the kitchen to prep precisely for the number of covers, and creates a predictable evening for both staff and guests. Pricing is tiered: seats near the stage command a higher price; balcony seating offers a slightly lower price point and a different vantage. Guests choose and pre-order their meal when they purchase their ticket. This is not a reservation \u2014 it is a commitment, and the evening is designed to be worth it.
\nHealth and healing at Cass Caf\u00e9 is not a class schedule \u2014 it is a day of intentional space-holding. Individual healing (spiritual, mental, and physical) and community healing are not separated. A yoga class is also a community gathering. A healing circle is also a creative practice. A neighborhood charette is also a health intervention. Sunday holds all of it.
\nCaf\u00e9
Menu & Beverage Program \u00b7 Working Document
\n \n \n\n Every dish is vegan-forward by default and meat-adaptable by request \u2014 at no added charge.\n The kitchen draws from the naturopathic and culinary tradition of Two Moons, N.D. \u2014\n author of Peace in Every Bite and the Vegan Survival Manual & Recipe Book.\n Three anchors in every category. Everything crosses categories. The staff know the system.\n
Corn Tortilla (GF) \u2014 house-pressed. Gluten-free. The permanent GF bread option. Available for all sandwiches and wraps.
Mini Loaf \u2014 whole grain, baked fresh. For dipping with soups, hummus, pasta, and dips. Not a sandwich bread \u2014 a table bread.
\n Buckwheat flour (GF) \u2014 primary gluten-free flour. Despite the name, buckwheat is entirely unrelated to wheat and is completely gluten-free. Used for the house GF wrap option, the buckwheat pancakes served at Saturday morning Pancakes with Puppets at Cass Caf\u00e9, and GF baked goods throughout the menu. Rich, nutty flavor \u2014 a nutritional and culinary upgrade from plain rice flour.
\n Rice flour \u2014 secondary GF flour for rice paper wraps and select GF baked goods.
\n Permanent noodles: Whole wheat pasta (held dry, sauced to order) \u00b7 Rice noodles (GF, always available). Additional noodles rotate as weekly specials. All pasta held dry and sauced to order.\n
| Item | GF | Protein/cup | Price | Notes |
|---|---|---|---|---|
| Brown Rice \u2605 Daily | GF | 5g | \u00bcc $1 \u00b7 \u00bdc $2 \u00b7 1c $3.50 | Permanent. The backbone of Two Moons' kitchen. Whole-grain, slow-digesting. |
| Basmati Rice \u2605 Daily | GF | 4g | \u00bcc $1 \u00b7 \u00bdc $2 \u00b7 1c $3.50 | Permanent. Aromatic long-grain. Lighter and fluffier than brown rice. Lower glycemic index than white basmati. |
| Quinoa \u2605 Daily | GF | 8g (complete) | \u00bcc $1.50 \u00b7 \u00bdc $2.75 \u00b7 1c $4.50 | Permanent. Complete protein \u2014 all 9 essential amino acids. The GF high-protein grain option. Listed on salads and bowls as a daily protein-rich base. |
| Millet \u2605 Daily | GF | 6g | \u00bcc $1 \u00b7 \u00bdc $2 \u00b7 1c $3.50 | Permanent. Most alkaline-forming grain. Two Moons' top recommendation. Mild, easy to digest, versatile. |
| Wild Rice \u2605 Daily | GF | 7g | \u00bcc $1.75 \u00b7 \u00bdc $3 \u00b7 1c $5 | Permanent. Great Lakes native seed-grass. Our most regional grain. MI Farm Cooperative sourced. |
| Whole Wheat Pasta \u2605 | \u2014 | 8g | \u00bdc $2.50 \u00b7 1c $4.50 | Permanent noodle. Held dry, sauced to order. Contains gluten. |
| Rice Noodles \u2605 | GF | 4g | \u00bdc $2.50 \u00b7 1c $4.50 | Permanent GF noodle. Light and clean. Always available. |
| Farro | \u2014 | 8g | \u00bcc $1.25 \u00b7 \u00bdc $2.25 \u00b7 1c $4 | Weekly special. Ancient wheat. Higher protein and fiber than modern wheat. Contains gluten. |
| Soba Noodles | GF opt | 8g | \u00bdc $2.75 \u00b7 1c $5 | Weekly special. 100% buckwheat = GF. Rich and nutty. |
| Lentil Pasta | GF | 25g | \u00bdc $2.75 \u00b7 1c $5 | Weekly special. Highest protein pasta. Made from lentil flour. |
| Buckwheat / Amaranth | GF | 6\u20139g | \u00bcc $1.25 \u00b7 \u00bdc $2.25 | Weekly special. Alkaline-forming. Note: buckwheat is GF despite the name \u2014 unrelated to wheat. |
| Protein | GF | Protein | Price | Notes |
|---|---|---|---|---|
| Baked Tofu | GF | 12g / 3 oz | 3 oz $3 \u00b7 4 oz $3.75 | Marinated and baked. Default plant protein on all dishes. Complete protein \u2014 all essential amino acids. High in calcium and manganese. |
| Tempeh | GF | 16g / 3 oz | 3 oz $3 \u00b7 4 oz $3.75 | Fermented whole soybeans. Higher protein AND fiber than tofu. Probiotic food \u2014 fermentation increases mineral bioavailability. |
| Seitan | \u2014 Not GF | 21g / 3 oz | 3 oz $3 \u00b7 4 oz $3.75 | Made from vital wheat gluten. Highest plant protein. Dense and meaty. Contains gluten \u2014 not GF. The default protein in the Reuben. |
| Chickpeas (cooked) | GF | 7.5g / \u00bd cup | \u00bcc $1.50 \u00b7 \u00bdc $2.50 | Dried chickpeas from pantry wall, cooked daily. Add to any salad, soup, or bowl. Also the base for house falafel and hummus. |
| Quinoa | GF | 8g / cup | \u00bcc $1.50 \u00b7 \u00bdc $2.75 \u00b7 1c $4.50 | Listed as both a grain and a protein \u2014 complete protein with all 9 amino acids. Add to any dish as a protein-rich grain base. |
| Edamame | GF | 17g / cup | \u00bcc $1.50 \u00b7 \u00bdc $2.50 | Whole soybeans. Very high protein. Great on salads, bowls, noodle dishes. |
| Lentils (cooked) | GF | 9g / \u00bd cup | \u00bcc $1.25 \u00b7 \u00bdc $2 | Red, green, or black. Dried from pantry wall. High folate (90% DV per cup). Prebiotic resistant starch. |
| Shepherdswork Chicken | GF | 21g / 3 oz | 3 oz $4 \u00b7 6 oz $7.50 | Humanely raised, pasture-managed. Available as a substitution for tofu/seitan/tempeh on any dish. Same price as plant proteins where noted. |
\n Pigs (Shepherdswork): Heritage breed, free-range, pasture-raised. Forage diet \u2014 insects, roots, grass, seasonal forage. Significantly higher Vitamin D than any conventionally raised pork. Softer fat profile; higher omega-3s. Slow-grown for flavor and nutritional depth.
\n Beef and lamb (Shepherdswork): Grass-fed, grass-finished. No grain feeding. CLA content 2\u20133\u00d7 higher than feedlot beef. Omega-3 content 2\u20134\u00d7 higher. No antibiotics or growth promotants.
\n Seasonal duck and turkey: Michigan heritage breed and seasonally available. Heritage Night menus, seasonal specials, and Dinner Concert pop-up kitchens. MI Farm Cooperative network.
\n The dual mission: Shepherdswork Farm & School is also the site of the Chalfonte Foundation's youth apprenticeship program \u2014 inner-city teenage youth spending 3\u20136 months learning to tend sheep, ride horses, spin wool, and dye yarn from plants on the farm. The food program and the education program are inseparable. When guests eat Shepherdswork products at Cass Caf\u00e9, they are also supporting the program that is using that farm to change young people's lives.\n
| Species | Season | Flavor | Nutritional Highlights | Menu Use |
|---|---|---|---|---|
| Lake Whitefish | Year-round (peak fall) | Mild, flaky, slightly sweet. The Great Lakes' most versatile eating fish. | High omega-3 (EPA+DHA). Excellent B12. 20g protein / 3 oz. Low mercury. | Motor City Fish & Chips (Friday Fries). Smoked BLT alternative. Grain bowls. Heritage Night. |
| Yellow Perch | Year-round (peak summer) | Delicate, sweet, firm. Michigan's most beloved panfish. The original Detroit fish fry. | Very low fat, very high protein (21g / 3 oz). High selenium \u2014 powerful antioxidant. B vitamins throughout. | Friday Fries fish option. Perch tacos (corn tortilla, GF). Heritage Night rotating special. |
| Lake Trout | Fall\u2013winter | Rich, fatty, complex. Strongest flavor of the Great Lakes species. Worth it. | Highest omega-3 of any Great Lakes species. Significant Vitamin D. Selenium and B12. Similar profile to wild salmon. | Grain bowl topping. Heritage Night smoked preparation. Roasted over wild rice. |
| Walleye | Spring\u2013fall (regulated) | Clean, firm, mild. The most prized eating fish in the Great Lakes region. No strong fishy flavor. | Lean, high protein. Good omega-3 profile. High phosphorus for bone health. Low saturated fat. | Heritage Night featured preparation. Pan-seared over grain bowl. Seasonal and regulated \u2014 special when available. |
| Cisco (Lake Herring) | Winter (cold water) | Rich and oily \u2014 similar to sardines or smelt. Strong regional tradition, underutilized. | Exceptional omega-3 density. High Vitamin D. One of the few freshwater fish comparable to Atlantic mackerel in fat profile. | Heritage Night smoked or pan-fried. Grain bowl topping. Menu when available from seasonal harvesters. |
| Smelt | Spring run (brief) | Small, crisp when fried, mild and sweet. Eaten whole. A beloved Michigan spring tradition. | Eaten whole \u2014 bones included \u2014 providing a significant dietary calcium source alongside omega-3 profile. High B12. | Friday Fries spring special. Heritage Night seasonal feature. Only during the spring smelt run. |
| Great Lakes Salmon (Chinook, Coho) | Fall (salmon run) | Rich, fatty, flavorful. Pacific salmon species introduced to the Great Lakes \u2014 now fully naturalized and wild. | High omega-3 (EPA+DHA). Significant Vitamin D. Complete protein. Wild fish \u2014 not farmed. | Smoked preparation. Grain bowls. Heritage Night. Seasonally featured during fall run. |
\n Whole-Food Bullet Juice \u2014 blended with fiber and healthy fats for fat-soluble vitamin absorption, 140 Cal / 18g Carbs / 4g Fat / 3g Protein
\n Creamy Blended Smoothie \u2014 meal-replacement level nutrition, 160 Cal / 26g Carbs / 5g Fat / 4g Protein\n
\n Whole-Food Bullet Juices: Vitamin Activator $1.75 \u00b7 Heart Protector $1.55 \u00b7 Gut Soother $1.02
\n Creamy Smoothies: Ultimate Recovery $2.40 \u00b7 Brain Booster $2.48 \u00b7 Metabolism $2.10
\n Estimated wholesale. Excludes labor, cups, taxes. Target retail $8\u2013$11. Margins 60\u201380%.\n
\n Key Pairings Built Into the Menu: Carrot-Ginger Sunrise (turmeric + black pepper) \u00b7 Vitamin Activator (spinach + avocado for Vitamin D absorption) \u00b7 Heart Protector (sunflower seeds + orange for Vitamin E + C together) \u00b7 Asian Sesame Noodles (tahini fat + spinach iron).\n
Minutes of Pure Delight
Pancakes with Puppets pairs the two things that make a Saturday morning worth getting the kids out of bed for: a really good breakfast, and a show that's actually made for them. Families are seated together at 9:00 AM for a full breakfast service \u2014 not a quick continental spread, but real plates, made to order, the same way Cass Caf\u00e9 has always done it.
\nWhile breakfast is being enjoyed, a puppet MC works the room \u2014 greeting kids by name, cracking jokes with parents, and conducting playful \"interviews\" with the puppet characters who will take the stage once the dishes are cleared. It's part of what makes this morning different from a standard kids' show: the puppets aren't strangers by the time the curtain rises. By 10:00 AM, families settle in for a 45-minute performance from PuppetART \u2014 Detroit's beloved puppet theater company, now performing right inside the caf\u00e9 where the morning began.
\n| Package | Price |
|---|---|
| \n Single Ticket \n One breakfast plate, juice or smoothie, and one seat for the puppet show. \n | \n $22 | \n
| \n Child Ticket (Ages 3\u201310) \n A full short stack of pancakes (buckwheat available), fresh fruit, juice, and choice of protein \u2014 plus a seat for the show. \n | \n $14 | \n
| \n Parent & Child Package \n One adult, one child \u2014 breakfast and the show for both. \n | \n $32 Save $4 | \n
| \n Family Package (2 Adults + 2 Children) \n Our most popular package \u2014 a full family of four, breakfast and show included. \n | \n $62 Save $10 | \n
| \n Family Package (2 Adults + 3 Children) \n For larger families \u2014 every child gets a full plate and a great seat. \n | \n $74 Save $14 | \n
| \n Additional Child \n Add any additional child to a Family Package. \n | \n +$12 | \n
Three Acts
Cass Caf\u00e9 was never known as a music venue, but plenty of bands found their way onto that floor over the years \u2014 local acts who treated the room as a natural extension of the gallery walls around them. Dinner Concert continues that part of the room's story, paired with a real seated dinner instead of a quick bar bite. Guests arrive at 6:00 PM for cocktails and seating, settle in for a proper dinner at 7:00 PM, and by 8:15 PM, the room shifts from restaurant to listening room as a well-known Detroit act takes the floor \u2014 entirely acoustic, close enough to see every fret and every breath between verses.
\n