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Home My WebLink AboutResolution BPW 01-18-23-19; ($3,560.00); Museum of Miniature Houses and Other Collections Inc.; ArtsRESOLUTION NO. BPW 01-18-23-19 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt ofthe Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2023. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2023\\Acknowledge ArtsGrantMuseum ofMiniature Houses & Other Collections Inc.docx1/9/202312:07PM 18th January DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 1/19/2023 Not Present 1/19/2023 1/19/2023 F CA Q ii G e ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement') entered into by and between the City of Carmel (the "City") and Museum of Miniature Houses & Other Collections Inc. (the Grantee'l, is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: 1. That on behalf of Grantee, a not -for -profit corporation, I, KathyBirk an authorized representative of Grantee, have applied for a City of Carmel Grantor") Arts Grant, said application attached hereto and made a part hereof as Exhibit "A." 2. Grant Agreement. The City, after review and recommendation by the Mayor, agrees to grant $ 3,560.00 to the Grantee for the eligible costs of the project (the "Project") or services as described in Exhibits "A" and "B" of this Agreement. The funds shall be used exclusively in accordance with the provisions contained in this Agreement. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 3. Design and Implementation of Project. The Grantee agrees to use any and all grant funds in accordance with the proposal contained within this agreement and any documents attached to this Agreement, which are incorporated by reference. 4. Warranty of non-profit status. Grantee hereby represents and warrants that it is a not -for -profit entity with a determination letter from the Internal Revenue Service declaring that it is exempt from Federal income tax. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 5. Payment of Grant Funds by the City. The payment of this Grant by the City to the Grantee shall be made in accordance with the following conditions: A. This Agreement must be fully executed and signed by both Grantee and Grantor. B. Grantee has attached all the following information, which it represents and warrants to be true and accurate, all which have been incorporated fully by reference: 1. An application and description of the proposed use of the grant funds (EXHIBIT A); and 2. A budget for the calendar or fiscal year for which the grant is requested EXHIBIT B); and 3. Certified copies of incorporation as a not -for -profit corporation under state law EXHIBIT C); and 4. A not -for -profit application or determination letter from the U.S. Internal Revenue Service identifying that it is a not -for -profit corporation that is exempt from Federal income tax (EXHIBIT D); and 5. Any audits, reviews or compilations available describing the financial condition of the Grantee, unaudited Balance Sheet and Income Statement, most recent available IRS Form 990, and the attached Affidavit (EXHIBIT E); and 6. A list of the Grantee's board of directors and officers listed (EXHIBIT F); and 7. A Year End Report from the previous year if Grantee received an Arts Grant from the City of Carmel in the previous calendar year, pursuant to paragraph 8 herein EXHIBIT G). C. Any other grant conditions that City requires to be met by Grantee, specifically: 6. Grantor's right to request audit or review. Grantee shall submit to an audit or review by an independent Certified Public Accountant of funds at the City's request, and shall make all books, accounting records and other documents available at all reasonable times during the term of this Grant Agreement, and for a period of three 3) years after final payment of funds under this Agreement, for the purpose of an audit by the City of Carmel, the State of Indiana, or their designees. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 is neither an employee of Grantee nor a member of the Grantee's Board of Directors, to be provided to the City of Carmel by March 31 of the following year. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. Year-end review. Grantee agrees to provide the City of Carmel a year-end report Year End Report") for each year, describing how the grant was used and the impact of the dollars received. 9. Funding Credit. Grantee agrees to credit the City of Carmel in the printed materials associated with a funded program or project. The City of Carmel will supply, upon request, Grantee with the graphics/logos necessary for compliance. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City that it is statutorily eligible to receive these monies and it expressly agrees to repay all monies paid to it under this Grant, should a legal determination of its ineligibility be made by any Court of competent jurisdiction. 11. Use of Grant Funds by Grantee. The funds received by the Grantee pursuant to this Agreement shall be used only to implement the Project or provide the services in conformance with the Budget and for no other purpose. If it is determined by the City that misappropriation of funds have occurred, the Grantee must return all funds received by Grantor and individuals who misuse Grant funds may also be subject to civil and/or criminal liability under Indiana and Federal law. 12. Employment Eligibility Verification. The Grantee affirms under the penalties of perjury that helshe/it does not knowingly employ an unauthorized alien. The Grantee affirms under the penalties of perjury that he/she/it has enrolled and is participating in the E-Verify program as defined in IC 22-5-1.7. The Grantee agrees to provide documentation to the City that he/she/it has enrolled and is participating in the E-Verify program. The City may terminate for default if the Grantee fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 13. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. K] DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 14. Relationship of Parties. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Grantee nor any of its compensated officers, employees, contractors, subcontractors and/or agents are employees of City. The Grant amount set forth herein shall be the full and maximum compensation and monies required of City to be paid to Grantee under or pursuant to his Agreement. 15. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provision of this Agreement shall remain in full force and effect. 16. Entire Agreement. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Grantee and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 15 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: Museum of Miniature Houses & Other Collections By: Printed Name of I Date: Ws-1 2- ATTEST: Kathy Birk ire) Title: Executive Director CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 1/3/2023 Date: 1 3/2023 If you have any question concerning the City of Cannel's 2023 Arts Crrant Program, grant writing, guidelines _ application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571 2483, skibbi.an. go•. . 4 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Museum of Miniature Houses & Other Collections Inc. Address: 111 E. Main Street Carmel, IN 46032 Telephone: (317) 575-9466 Fax: Contact Person: Wendy Johnson - Board of Directors & Proiect Lead _ Email: wend 1226 ail.com APPLICATION AMOUNT: $ 4,030.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: ie Museum of Miniature Houses & Other Collections is asking for a Carmel Arts Grant to pport the museums' inaugural 2023 Art in Miniature: An Artist Challenge (AMAC) C will enlist visual artists who generally work in full scale to competitively reproduce of their own works in %Z' or %" miniature scale, using the same medium. Winners in rent categories will receive cash prizes. The end result will be to build awareness of the museum, emphasize the art of scale miniatures as a true artform, expand museum membership, and actively participate in the Carmel Arts & Design community. Please see Exhibit A for detailed information. Additional pages may be added to Exhibit "A") Signature:"" Printed Name of f err: Kathy Birk Title: Executive Director Date: DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT A The Museum of Miniature Houses & Other Collections is asking the City of Carmel for funding in the amount of $4,030 through the Carmel Arts Grant program to support the museums' inaugural 2023 Art in Miniature: An Artist Challenge (AMAC) initiative. AMAC will enlist visual artists who generally work in full scale to reproduce one of their own works in Y2" or Y" miniature scale, using the same medium. An oil painter may reproduce a favorite oil; a watercolorist may reproduce a favorite watercolor; a sculptor may reproduce a favorite wood, clay, or wire sculpture in wood, clay, or wire; and so on. Winners in different categories will receive cash prizes. All participants will have their work displayed at the museum. AMAC will take approximately 9 months, from the start of planning through closing of the Art in Miniature: An Artist Challenge exhibit. A detailed timeline is included at the end of this narrative. The museum will use a range of arts organizations and websites, in addition to its own social media sites, to let artists know about the competition. These include but are not limited to: Arts Council of Indianapolis ArtShow, the World of Art at Your Fingertips Big Car Collaborative Carmel Arts Council Carmel Arts & Design District Carmel International Arts Festival - artist list Hamilton County Artists' Association Carmel on Canvas — artist list Herron School of Art Indianapolis Art Center Rockler Woodworking Indianapolis Stutz Artist Association Woodcraft of Indianapolis The planning committee will consist of six to eight miniature scale arts afficionados, including Pam -Newman, miniature artist; Kevin Keltner, Juniper on Main; WendyJohnson, Museum of Miniature Houses board member and project lead. Additional members will be identified prior to the start of planning. Interested artists will be invited to an information session at the museum's Inspiration Room on 3^d Ave SW. Applications will be handed out at the session and be available online. Registration fees will range from $35 early -bird to $50 regular. We anticipate a total of 50 participants in year one. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A By the listed deadline, artists will bring their miniature reproduction to the museum, along with a photo of the original piece. A panel of 3 to 5 judges will include local miniaturists, at least one member of the Carmel Arts Council, and possibly a celebrity or two. An awards ceremony will be held at the museum for artists, family, friends, museum members and local dignitaries. First, second and third place cash prizes will be awarded in five categories, for a total of 15 awards. Winners will also be recognized in a press release and with certificates and ribbons on display during the AMAC exhibit. All artists will have a chance to sell their miniature replicas while on exhibit, giving them a chance to earn money from their work. In addition to registration fees, the museum will solicit cash and in -kind sponsorships from local businesses. These funds will be used to supplement support from the Carmel Arts Grant program by covering costs we didn't anticipate in our initial budget. Surplus funds will be used to support AMAC in 2024. Art in Miniature: An Artist Challenge 2023 Anticipated Expense Budget Preparation Graphic Designer - Logo & Flier/Poster 250.00 Lawyer - Develop Artist release (photos) and PR release 500.00 Web designer - Create information page for MMH website 250.00 Print Flier/Posters - qty 500 200.00 Event Launch Promotion Mail fliers/posters to artistcontacts - qty 100 50.00 Artist Launch Event —Museum of Miniature Houses (MMH) Light refreshments - 40 attendees 150.00 Challenge Entry Deliveries to MMH Office Receipt pad 10.00 Display signage for each item 40.00 Judging Forms - printing, paper, ink 10.00 Exhibit Artist Reception Refreshments - 60 attendees 300.00 Cash Awards - Year One 1st place - 5 categories x $250 1,250.00 2nd place - 5 categories x $150 750.00 3rd place -5 categories x $50 2-50.00 Event Wrap-up Thank you notes to entrants & sponsors from board (printing 20.00 and postage) TOTAL EXPENSES 4,030.00 iJ DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A The outcome of AMAC will be to build awareness of the museum, emphasize the art of scale miniatures as a true artform, expand museum membership, and make the museum a more active participant in the Carmel Arts & Design community. Art in Miniature. An Artists Challenge will offer a unique opportunity for artists across the region to engage with an artform that may be unfamiliar to them while involving the public in the museum in new ways. A 2023 Carmel Arts Grant will help ensure a successful inaugural year. Art in Miniature: an Artist Challenge Timeline ACTIVfrY WEEK (VOTES Preparation 1-8 2 months Design event Logo Design event Flier/Poster Lock -in event Schedule Create authentic QR code Develop challenge rules Develop judging criteria Develop Artist release (photos) and PR release Create information page for MMH website Develop on-line registration Print Flier/Posters Gather artists' and art gallery and artist community contacts Securejudges Create judging score sheets with criteria Develop sponsorship plan and secure sponsors Event Launch Promotion 9 -12 1 month for initial promotion Distribute fliers/posters Continue through week 17 Registration closure) Mail/email fliers/posters to artist contacts Open Registration Press release Miniature community Call to action - register for Artist Launch Event(RSVP) Confirm RSVPs Artist Launch Event - MMH Inspiration Room Discuss challenge rules, deadlines, registration process, judging criteria, awards MMH library as resource 3 12 13 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A Provide examples of scale, 1/2", 1/4" Provide free admission to museum Light refreshments Registration Open Registration Artists register participation on-line: Category, Scale selected, Media, Contact information Final registration reminders Email to artist contacts of final deadline Email to entrants of final deadline Registration closes OrderAwards Communication During Artist Creation Registered Artists Welcome to the Challenge message from board, resources available (inspiration room, museum library, webpage), Timeline, Contact Words of encouragement, updates, and press announcements Delivery reminders Invitation to Artist Reception Miniature Community & Press - build excitement Registered artist information Share AMAC exhibit dates Invite Press to Award Reception Challenge Begins at MMH Entry Deliveries to Museum Office Provide artists with receipt Entries displayed in Room 1 at MMH Judging Confirm participation Selection based on criteria Art in Miniature Exhibit Invitations to Artist Reception Carmel Mayor/Press/Sponsors/Artists Artist Reception Thank you to participants and judges Introduction of Judges Light refreshments Photos of participants, award recipients, 4 13 Open for 1 month 16 17 17 2 months 17 21 24 24 21-23 2 - 3 months to create entry 25 ( from weeks 13-25) 26 21 26 23 26 1 week after entries are due DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A pieces Announce winners and present awards Interviews with artists for news & historic record Event Wrap-up Send thank you notes to entrants & sponsors Update artist contact list for future events & challenges Press release with winners Update budget Create event report: # of participants, categories, sponsors, what went well, what we would change for future Exhibit Closes Send Artists reminder for entry pick-up Artists collect entries, we obtain signature of item return. If artist doesn't collect item after 2 weeks it's considered a donation to MMH. If this happens, send tax donation letter I.7 27 1 week after Artist Reception 34 3 Month exhibit 30 34 - 36 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT B MUSEUM OF MINIATURE HOUSES FY 2022-2023 Budget Income 6000 Donations 6020 Grants and Honors 6025 Admissions 6028 Dividends and Interest Income 6032 Workshops 6035 Shop Sales 6040 Endowment 6045 Show Income 6050 Market Value Changes Total Income Gross Profit Expenses 7010 Shop Stock 7020 Postage 7030 Printing and Stationary 7040 Supplies 7044 Attic sale exp 7045 Show Expense 7050 Fees, Dues and Subscriptions 7055 Interest Expense 7065 Legacy Fund Oper Support Fees 7070 Miscellaneous Expenses 7075 Sales Tax 7080 Advertising and Promotion 70951nsurance 7100 Rent 7120 Gas 7121 Water 7122 Electricity 7124 Meals & Entertainment 7180 Telephone & Computer 7200 Building Maintenance/Janitorial 7560 Payroll Expenses 7700 Professional Services 8100 Collection Acquisitions 8200 Collection Repairs & Maint. Bank Charges & Fees Reimbursable Expenses Total Expenses Net Operating Income Other Income 6031.1 Sales Tax Allowance Total Other Income Net Other Income Net Income FY 2023 Budget 110,000.00 15,000.00 25,000.00 12,000.00 1,000.00 45,000.00 2,000.00 7,000.00 0.00 217,000.00 217,000.00 4,000.00 750.00 500.00 2,500.00 150.00 0.00 1,200.00 30.00 3,750.00 500.00 400.00 7,000.00 1,100.00 35,000.00 1,300.00 900.00 2,000.00 320.00 4,500.00 2,300.00 90,000.00 35,000.00 20,000.00 1,000.00 2,800.00 0.00 217,000.00 0.00 0.00 0.00 0.00 0.00 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT C STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF MUSEUM OF MINIATURE HOUSES AND OTHER COLLECTIONS, INC. 1, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above corporation, have been presented to me at my office accompanied by the Fees prescribed by law; that I have found such Articles conform to lawj all as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended. NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence will begin November 010 1991. In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this rirst day of November , 39-91 JOSEPH U. ROGS£TT, Secretary of State 4fir Deputy DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 I1:01--194 I 19qllloo3 / ARTICLES OF INCORPORATION lJon OF MUSEUM OF MINIATURE OHUSE ANO OTHER COLIJECT QH45_ ju The undersigned incorporators, desiring to f '< corporation ( hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Nonprofit Corpora- tion Act of 1991 (hereinafter referred to as the "Act"), ex- ecuted the following Articles of Incorporation: art icle I. Name The name of the Corporation is Museum of Miniature Houses and Other Collections, Inc. o Article IT ; r; Purposes_ and Powers tv i. i 1-7-1 F + '. U 0 5ctaxa. .T.pe of Corporation This is a public Vne- c fit corporation. Section 2. Purposes The Corporation is organized exclusively for the following charitable and educational purposes, including, for such purposes, the making of dis- tributions to organizations that qualify as exempt organi- zations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 United States Internal Revenue law relating to charitable corporations) : a) To establish a museum for the protec- tion, exhibition, purchase and sale of scale model miniatures and other collections; b) To provide educational -forums, opportu- nities and instruction for those persons engaged in or wishing to engage in the creation of scale model miniatures; c) To formulate, staff and execute educa- tional seminars for the benefit of school children and the general public so as to -introduce them to scale model miniatures; and d) To perform such other purposes not in conflict with, but in furtherance of, the forego- ing purposes, as nonprofit public benefit corpora- tions are authorized under the Act. Section 3. Powers. The Corporation shall have all of the general rights, privileges, immunities, franchises and powers conferred upon corporations created by the Act but shall be limited to the exercise of only such powers as are in furtherance of the purposes expressly provided for in Section 1 of this Article and as are in furtherance of ac- tivities permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) (3) of the In- ternal Revenue Code of 1986 and a corporation, contribu- tions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law.) CPC DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Subject to any limitations or restrictions imposed by law or these Articles of Incorporation, or any amendment hereto, the Corporation shall have the following general rights, privileges and powers: a) Sue, be sued, complain and defend in the Corporation's corporate name. b) Have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other man- ner reproducing it. However, the use or impres- sion of a corporate seal is not required and does not affect the validity of any instrument. c) Make and amend By -Laws not inconsistent with the Corporation's Articles of Incorporation or with Indiana law for managing the affairs of the Corporation. d) Purchase, receive, take by gift, devise or bequest, lease or otherwise acquire and own, hold, improve, use or otherwise deal with real or personal property or any legal or equitable inter- est in property, wherever located. e) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of the Corporation's property. f) Purchase, receive, subscribe for or oth- erwise acquire, own, hold, vote, use, sell, mort- gage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in or obligations of any entity. g) Make contracts and guaranties, incur li- abilities, borrow money, issue notes, bonds and other obligations and secure any of the Corpora- tion's obligations by mortgage or pledge of any of the Corporation's property, franchises or income. h) Lend money, invest and reinvest the Cor- poration's funds and receive and hold real and per- sonal property as security for repayment, except as provided under I.C. 23-17-13-3. ML DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 W Be a promoter, a partner, a member, an associate or a manager of any partnership, joint venture, trust or other entity. j) Conduct the Corporation's activities, locate offices and exercise the powers granted bythisArticleinsideoroutsideIndiana_ k) Elect Directors, elect and appoint officers and appoint employees and agents of the Corporation, define the duties and fix the com- pensation of Directors, officers, employees and agents. 1) Pay pensions and establish. pension plans, pension trust and other benefit and in- centive plans for the Corporation's current or former Directors, officers, employees and agents. m) Make donations not inconsistent with law for the public welfare or for charitable, reli- gious, scientific or educational purposes and for other purposes that further the corporate inter- est. n) Carry on a business. o) Have and exercise powers of a trustee as permitted by law, including those set forth in I.C. 30-4-3-3. p) Purchase and maintain insurance on be- half of any individual who: 1) Is or was a Director, an offic- er, an employee or an agent of the Corpo- ration; or 2) Is or was serving at the re- quest of the Corporation as a Director, an officer, an employee or an agent of another entity; against any liability asserted against or incurred by the individual in that capacity or arising fromtheindividual's status as a Director, an officer, an employee or an agent, whether or not the Corpo- ration would have power to indemnify the individ- ual against the same liability under this Article. 4- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 q) Do all things necessary or convenient, not inconsistent with law, to further the activi- ties and affairs of the Corporation. Section 4. Lim tikk 0 ofAQ-tim M. The Corporation shall not possess the power of engaging in any activities for the purpose of or resulting in the pecuniary remunera- tion to any of its officers, Directors or members. This provision shall not prohibit fair and -reasonable compen- sation for persons connected with the Corporation for services actually rendered, nor shall it prohibit the Cor- poration from charging a fee for services rendered. More- over, it shall not prohibit the Corporation from charging a fee for admission to any presentation it may make or other undertakings so long as any funds so -raised are for the charitable purposes of the Corporation and do not inure to the benefit or profit of any of its officers, Directors or members. A=i2le I Period gL3Xigtence The period during which the Corporation shall con- tinue is perpetual. Article IV Eff ecru a to The effective date of these Articles shall be No- vember 1, 1991. 5- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Article V Registered Agent Bind _.$r-!Riatered =J&e Sectign-.1- Recristeredt. The name and address of the resident agent in charge of the Corporation's principal office is Suzanne L. Moffett, 8386 North Illinois Street, Indianapolis, Indiana, 46260. Se Lion 2. istered Office, The post office address of the principal office of the Corporation is 8386 North Illinois street, Indianapolis, Indiana, 46260. Article VI Nembg shin The Corporation shall have no members nor member- ship classes, but the Board of Directors is empowered to create both an Advisory Board of Directors with no manage- ment functions and an Auxiliary designed to provide a ros- ter of persons who can provide volunteer services for the benefit of the Corporation. Article V11 Directors Section 1. uumhe.r L_airgctmrse The initial Board of Directors is composed of three (3) persons. The control and management of the affairs of the Corporation shall be vested in the Board of Directors which shall consist of not 6- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 less than three (3) nor more than eleven (11) persons, the exact number of Directors within the above limits to be as prescribed from time to time in the By -Laws of the Corpora- tion. In the event the number of Directors is increased by the By -Laws of the Corporation, the selection of the addi- tional Directors shall be by a majority vote of the exist- ing Directors. Saction 2. Dames and, Past Office Addresses of Initial BQaarCl of -D-irectors. The names and post office addresses of the initial Board of Directors are as follows: Name Address Suzanne Landshof 1008 Larkspur Circle Carmel, Indiana 46032 Nancy Lesh 7788 Holliday Drive East Indianapolis, Indiana 46260 Suzanne L. Moffett 8386 North Illinois Street Indianapolis, Indiana 46260 Section 3. Election of Directors. The Board of Dirac - tars shall be elected by ballot at the annual regular meet- ing of the Board of Directors, and each Director shall hold office for a term of two (2) years or until his or her suc- cessor shall have been duly elected and qualified. A ma- jority vote of incumbent Directors shall be necessary for election to the Board of Directors. Section 4. Qualif iQations of ctor A Director must be an individual. 7- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Sect_ gn 5. V_4cancier. In the 12oard gf - Directors, Any vacancy occurring in the Board of Directors caused by death, resignation or otherwise shall be filled until the next annual meeting of the Board of Directors through a vote of a majority of the remaining members of the Board. sec&jgn 6. ._ Leans to pirectora and Officers. The Cor- poration shall make no advancement for services to be per- formed in the future, nor shall it make any loan of money or property to any Director or officer of the Corpora- tion: Section 7. Removal of Directors. A Director elected by the Board of Directors may be removed with or without cause by the vote of a majority of the Directors then in office; provided, however, removal of a Director must be first proposed at a regular or special meeting of the Board of Directors which precedes by at least ten (10) days the regular or special meeting of the Board of Directors at which the removal vote is to be cast. coon 0. atio e s to_Exercise___Eowers- By appropriate resolution, the Board of Directors may designate a .person to exercise some or all of the powers that would be otherwise exercised by the Board of Direc- tors. 8- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Article VIII I corvorators ectiQn 1. Name and Address. The name and address of the incorporators of the Corporation are as follows: Ham Addggss Suzanne Landshof 1008 Larkspur Circle Carmel, Indiana 46032 Nancy Lesh 7788 Holliday Drive East Indianapolis, Indiana 46260 Suzanne L. Moffett 8386 North Yllinois Street Indianapolis, Indiana 46260 Article IX Provisions for Regulation and Conduct the Affgirs of_the Corporation SEctj.= .l.;R=hibit. non Distributions to Pr yate_P-erP sons° No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Direc- tors, officers or other private persons,, except that the Corporation shall be authorized and empowered to pay rea- sonable compensation for services rendered and to make pay- ments and distributions in furtherance of its purposes as set forth in Article II hereof. Section 2.ical Activity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the 9- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. S_ectiga_L- Prohibitiono of AgtiVities-r Exers)t QMgnizations_ Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be car- ried on: a) By a corporation exempt from federal in- come tax under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provi- sion of any future United States Internal Revenue law) ; or b) By a corporation, contributions to which are deductible under Section 170(e) (2) of the In- ternal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Rev- enue law) . O9tjon A_._ Distribution of PrgjserMUpon the Voluntary or vo t sol f the CorRoratign. Upon the voluntary or involuntary dissolution of the Corporation, the Board of Directors shall, after paying or making pro- vision for payment of all of the liabilities of the Cor- poration, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, reli- gious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 10- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 501(c) (3) of the Internal Revenue Code of 1986 (or the cor- responding provision of any future United States Internal Revenue law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of Marion County, Indiana, exclusively for such purposes or to such organization or organiza- tions as said court shall determine, which organization has been organized and operated exclusively for such pur- poses. Section 5. Code of By -Laws. The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal a Code of By -Laws providing for the internal regu- lation and conduct of the affairs of the Corporation, pro- vided that a number of Directors equal to a majority of the number who would constitute a full Board of Directors at the time of such action vote affirmatively for such action, and provided further that any By -Law providing for action inconsistent with the purposes and powers of the Corpora- tion as enumerated in Article II shall not be binding upon any officer or Director of the Corporation and shall not af- fect the continued validity of the -remaining By -Laws. The undersigned, being the designated incorpora- tors of this Corporation, do hereby adopt these Articles of Incorporation. 11- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 IN WITNESS WHEREOF, the undersigned do hereby exe- cute these Articles of Incorporation and certify to the truth of the facts stated herein, this day of I - , 1991. 1 ndshof 1 Nancy L sh S anne L. Moffett We affirm under the penalties for perjury that the above and foregoing representations are true and correct to the best of our knowledge and belief. l Nancy Vesh Su anne L. Moffett This instrument was prepared by PAUL F. RORTEPETER, Attorney at Law MW= DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT D INTERNAL REVE1= SERVICE DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45203. Date s .6G1 a a -f MUSEUM OF MINATURE HOUSES AND OTHER COLLECTIONS INC C/O SUZANNE L MOFFETT 111 S MAIN ST CARC , IN 46032 Dear Applicant: DEPARTMENT OF THE TREASURY a Employer Identification Number: 35-1840276 DLN: 316236096 Contact Person_ D. A. DOWNING Contact Telephone Number: 513) 684-3957 Our Letter Dated. January 10, 1992 Addendum Applies: No m This madiaies our letter of the above date in which we stated that youwouldbetreatedasanorganizationthatisnotaprivatefoundationuntil the expiration of your advance ruling period. Your exempt status under section 501(a) of the Internal Revenue Code as an organization described in section 507(c)(3) is still in effect. Based on the information you submitted, we have determined that you are not a privatefoundationwithinthemeaningofsection509(a) of the Code because you are an organization of the type described in section 549(a)(1) and 1?0(b)(1)(A)(vi). Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if youloseyoursection509(a)(1) status, a grantor or contributor may not rely onthisdeterminationifheorshewasinpartresponsiblefor, or was aware of, the act or failure to act, or the substantial or material change on the part oftheorganizationthatresultedinyourlossofsuchstatus, or if he or she acquired knowledge that the Internal. Revenue Service had given notice that youwouldnolongerbeclassifiedasasection509(a)(1) organization. If we have indicated in the heading of this letter that an addendum applies,athe addendum enclosed is an integral part of this letter. Because this letter could help resolve any questions about your privatefoundationstatus, please keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown above. Sincerely yours, qr.- — rO DistriC irector Letter 1050 (DO/CG) DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 STATE OF INDIANA SS: COUNTY OF Hamilton AFFIDAVIT I, Kathy Birk an authorized representative of Museum of Miniature Houses & Other Collections ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement, all income of Grantee, including a City of Carmel arts grant, if applicable, revenue of sales, and/or ticket revenue, etc., in the previous year totaled $209,645.00 k'7t Signature Printed Name Kathy Birk 11 Subscribed and sworn to before me, the undersigned Notary Public, this day of Deck , 202i?- . ----, SEAL] J MARVEI. my Commission ELE*':zQ January 12 CMMI$sion Number NP07M915 Hamilton county riture Notary Public s Printed Name J #ari Resident of ;o. County, Indiana My Commission Expires: k ,;: 0 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT E MUSEUM OF MINIATURE HOUSES P & L Statement - Year End 2022 Unaudited Income 6000 Donations 6020 Grants and Honors 6025 Admissions 6028 Dividends and Interest Income 6032 Workshops 6035 Shop Sales 6040 Endowment 6045 Show Income 6050 Market Value Changes Total Income Gross Profit Expenses 7010 Shop Stock 7020 Postage 7030 Printing and Stationary 7040-Supplies 70" Attic sale exp 7045 Show Expense 7050 Fees, Dues and Subscriptions 7055 Interest Expense 7065 Legacy Fund Oper Support Fees 7070 Miscellaneous Expenses 7075 Sales Tax 7080 Advertising and Promotion 7095Insurance 7100 Rent 7120 Gas 7121 Water 7122 Electricity 7124 Meals & Entertainment 7180 Telephone & Computer 7200 Building Maintenance/Janitorial 7560 Payroll Expenses 7700 Professional Services 8100 Collection Acquisitions 8200 Collection Repairs & Maint. Bank Charges & Fees Reimbursable Expenses Total Expenses Net Operating Income Other Income 6031.1 Sales Tax Allowance Total Other Income Net Other Income Net Income FY 2022 Actual 104,833.21 14,567.58 24,714.59 13,450.73 1,485.00 43,579.52 2,100.00 7,013.98 66,890.87 278,635.48 278,635.48 3;304.15 912.46 403.01 2;260.98 150.00 180.00 1,213.00 29.02 3,554.71 213.88 303.95 6,867.46 1,029.00 30,993.41 1,284.80 871.97 1,828.47 55.98 4,439.77 2,312.97 80,039.02 33,655.47 77,500.00 649.87 2,714.77 528.45 256,936.57 21,698.91 15.48 15.48 15.48 21,714.39 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHI MT E 990 Return of Organization Exempt From income Tax OMB No. 1545.0a47 Form lhdersection S0l(c),527,w4947{aXI)atthe lnt alRevenuaCode(exceptpK aieio=datlors) 2021 ospaYrtmac or the Tr sury Do not enter social security numbers an this form as it may be made pubfr- fC Intettal Re enus Servke Go to wwwAr%cgrvJForrnM for instructhms and the West infammfion. Inspection A For the2021 calendar year, or tax year beginning JUN 1, 2021 and ennrrrg MAY 31, 2522 B crsr it spplk2bW C Name of organization D Employer identification number MUSEUM OF MINIATURE HOUSES AND OTHER C]rh= COLLECTIONS, INC. a„e— change Doing business as 0 Number and street (or P.0- box if mail is not -delivered to street address) RooMsuite E Telephone number I ra,, 111 E. MAIN STREET 317) 575-9466 City ortown, state orprovinae, country, and ZIP orforeign postal code G Grmsrwvvt--, $ 211,487. r Tn CARMEL , IN 4 6 0 3 2-18 23 1 We) Is this a group return F Name and address of pnccq)al ofl-rcer.SUZ NNE MOFFETT Ov Pca,' forsubardinates? QYes Q No P-ding 8386 N. ILLINOIS STREET, INDIANAPOLIS r IN 4 Yes f(b)Areallsuhorder efrsi luded? ON0 ff 'No,' attach a Ist See inGhuctions c Gn:"' P exeml4ion number 00, 1 Tax- exempt status. M 501 c 3 U 501(c) { } ® {insert no.) U 4947(a)(1) or U 527 J Website: WWW . MQSEUMOFMINZATURES . ORG K Form of aganUation: W Corporation Trust L J Assnciatiort Merl j t Year of forrrr2hon: 199 M State of to l damidle: IN part [ I Summary 1 Brieflyde$Wbetheorgani! attar'smissianorm)stsigni%ecantactivities: THE EXIMT PURPOSE OF THE MUSEUM IS TO PRESERVE AND EXHIBIT QUALITY MINIATURE HOUSES AND TO PROVIDE e 2 Check rhos box if the rt an disconm ued its rgart operations ordisposed of more than 254'o of its oat assets. 0 3 Number of voting members of the governing body (Part VI, fine 1 a) ad 4 Number of indeperm ent voting members of the governing body (Part 111, line 1 b) 4 0 5 4 0 5 Totalnumberofindividualsemployeditcalendaryear2021 {Part V, line 2a .. „... 6 Total number of volunteers (estimate if necessary)__________________________-------___-_-_-_____--_------_-_---------------------------. 6 40 7a Total unrelated business revenuefrom Part Wit, column (C), line 12 7a 0. 7b 0 . b Net unrelatedbusinesstaxatt€e wr me from Form 990-T, Part i, line 11 _......-------------- _ _.„. Prior Year GLment Year m 8 Coat bunions and grants (Part Vill, line 1 h) .... __...,,.» 8 3 , 54 6 . 106,933. m9 Program service reverure{PartVill, line 2g) ...................... 73,506. 40,768. 10 Investment income ( Part %III, column (A), lines 3, 4, and 7d) 7 , 68 8 . 13,451. omit 11 Other revenue ( Part VIfl, column 0), Imes 5, 6d, 8c, 9c,10c, and Ile) ........................ 46,647. 4 7 , 0 31 . 211,587. 208, 183. 12 Total revenue -add lies B thrau h 11 must ual Part Vill. ca[urn n (A), line 12 13 Grants and sirrrilar amounts pail (Part IX, cclurrnt (A), limes 13) ......... ......... _....... 0.1 0. 14 Benefits paid to or -for members (Part IX, cohrrnn (A), line 4)...................................... 0. 0. m 15 Salaries, other oompensabon, employee benefits (Part IX, column (A), lines 5-10) ......... 90,222. 80,039. 0. 0. c 16a Professanalfundraisingfees {Part IX, velure (A), Ime Ile)... x b Total fundrais-mg Expenses (Part 1X, column (D), line 25) 0 . m 17 Other expenses (Part K colum lines Ila-1 Icl, 11f-24e 74,490. 173,320. 18 Total expenses. Add fates 13-17 (mast equal Part iX, column (A), line 25) .-- .............. 164,712. 253,359. 46, 875 , Beginning of Lurmnt Year 45 , 176 . End of Year 19 Revmue less expenses, Subtract fine 18from line 12...................................... iy 861,642. 8 81, 0 3 5 . 20 Total assets (PartX, line 16) _ 29 Total liabAffes (Part X, fine 26) 7,328. 5,0 0 7.0 22 Net assetsor fund balances, Subtract line 21 from line 20..............................._... 8 5 4 , 314 876,028. Pit H I Signature Black Under penalties of per{ ury, I declare drat I have examined ills return, including accompanying schedulesand sstemerts, and -to; flue best of my knowledge and Relief, it is true, correct, and eomplete- Deciaratfon vi preparer (other than officer) is based on all information of which preparer has any lmowfedge. Siign $Fgnallre -01 officer Date Here SUZANNE MOFFETT, PRESIDENT Type arprintnameandUe Prinffype preparees name Preparer' s signature ate cheer U PTIN Paid ILEE R . FORD ! 10 / 11 / 221ff 90-0 16 d 01321652 Preparer Firm's name tk, FORD & COMPANY, INC Il'irm'sEINN, Use Only Firm's address 11595 N MERIDIAN ST , SUITE 320 CARMEL, IN 46032 113honeno. 017) 816-1100 Ma the IRS discuss this return with the pmparershovm above? See instructions ................. M Yes No 132001 12-09-21 LAIN For Paperanarls Re7:fiFMcr Act Nab-ce; seethe: sew irts:r one- Form 990 2021 { ) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT F MMH BOARD OF DIRECTORS & STAFF November 2022 Suzanne L Moffett, President/Co-Founder Wayne Renner, Treasurer 8386 N. Illinois St., Indianapolis, IN 46260 10519 Casella Way #201, Ft. Myers, FL 33913 Ph: 317-253-0843 (home) Ph: 317-696-2790 or 317-450-1976 Ph: 317-702-0843 (cell) Email: renner69@west-point.org Email: sfm@mofsp.com and blrenner24@gmail.com Virginia Berry, Director 2963 Vinings Dr., Carmel, IN 46032 Peter and Marilyn Schaefer, Directors Ph: 317-581-9587 (home) 8115 Englewood Rd., Indianapolis, IN 46240 Ph: 317-460-0205 (cell) Ph: 317-251-3951 Email: virginia.berry@icloud.com Email: maspls1934@gmail.com Kathy Birk, Executive Director, Shop Manager Tracy Wilson, Director 2526 Live Oak Ln., Westfield, IN 46074 1014 Belmont Circle, Indianapolis, IN 46280 Ph: 317-846-5228 (home) Ph: 317-363-9990 Ph: 317-690-1300 (cell) Email: tw1014@msn.com Email: kathy.birk@gmail.com Wendy Johnson, Director Savannah Harris, Museum Manager 1481 Sundown Circle, Indianapolis, IN 46280 3525 N Pennsylvania St. Apt. E, Indianapolis, Ph: 317-523-6833 IN 46205 Email: wendyj1226@gmail:com Ph:317-750-3964 Email: savannah@museumofminiatures.org Tom & Suzanne Landshof, (Advisors and Co- Diego Fajardo, Manager of Collections Founder) 3720 N Meridian St. Apt. 105, Indianapolis, IN 1335 Guilford Rd. #3403, Carmel, IN 46032 46208 Ph: 317-846-1709 (home) Ph: 720-537-5180 Ph: 317-679-5484 (cell) Email: diego@museumofminiatures.org Email: taicc@aol.com Debbie Ohm, Director Joan Metzler, Accountant 5938 W.173rd Ave., Lowell, IN 46356 Ph: 314-681-5241 Ph: 219-225-8095 Email: jmmetzler@hotmail.com Email: tomanddebbieohm@gmail.com DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXHIBIT G Year End Report — Grant Year 2022 Early in this grant time -period we lost our only remaining paid staff person, leaving us with a skeleton group of volunteers to carry on the work of the Museum. After considerable searching in today's job market, we were able to hire two new young staff persons. Both have had museum and media experience, but neither has been involved with miniatures. One of them began work in September and has the updating of electronic media as her responsibility as well as seeing that the Museum is staffed and open as announced. The other new person, who joined us in October, is in charge of organizing, inventorying and securing the Museum inventory of exhibits. Both are responsible for providing fresh material for our internet presence. Both required extensive training. We called in the two remaining Museum founders from retirement, and they met. to train the new staff in various aspects of Miniature Museum work. These classes continue under the direction of the (volunteer) Executive Director for at least two hours of formal training each week. In addition, our Media contractor has been available at an hourly rate to bring the new staff up to date on Museum website and social media presence. The grant money which Carmel provided has been spent on training time for the new staff —as well as backup support time for the off -site media contractor. This is not exactly the way we intended to spend your generous grant, but in the "new" world your support was very valuable and was applied toward the goal of a wider, more modern presence which will hopefully reach a younger audience and bring continuing interest in interacting with Carmel Arts! DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57