ARTICLES OF INCORPORATION

INCORPORATED IN
VERMONT, SEPTEMBER 29, 2009

Section 1.
PURPOSE – The purpose of Friends of Ludlow Auditorium, Inc. (“FOLA”)
is to encourage the use of the renovated Ludlow Town Hall auditorium for
all appropriate forms of performing arts and educational purposes, as
determined by the FOLA Board of Directors in keeping with the Town of
Ludlow’s interests, for the benefit, entertainment and education of the
residents and visitors of Ludlow and the surrounding area. Political
activities will be limited to candidate debates and nonpartisan voter
education. The purpose of FOLA is intended to be limited to “charitable”
purposes defined in section 501(c)(3) of the Internal Revenue Code. FOLA
may act as the agent to engage activities when appropriate. FOLA’s
Employer Identification Number is 27-0980221.

Section 2. DIRECTOR
QUALIFICATIONS AND TERMS – FOLA will be managed by a Board of Directors
of five to nine members elected by the Board of Directors through the
formation period ending in January 2011 and thereafter duly elected to
three year terms by the membership. Director qualifications will include
active participation in Ludlow, Vermont not-for-profit organizations
and/or skills associated with stage productions. The chair of the Board
of Directors will be elected by the Board of Directors through the
formation period ending in January 2011 and thereafter duly elected for a
one year term by the membership. Directors are to be appointed by the
Board of Directors to serve as Treasurer and as Secretary during the
formation period ending in January 2011 and thereafter duly elected for
one year terms by the membership. Election of new and expired-term
Directors will occur annually in January. Directors’ insurance may be
provided by FOLA. Board of Director meetings may be conducted in person
or via telephone and/or email. Organizational and procedural matters not
addressed in these Articles of Incorporation may be determined by the
Board of Directors.

Section 3. FISCAL
YEAR- The fiscal year of FOLA is the calendar year.

Section 4.
MEMBERSHIP – All Ludlow and Black River area residents and property owners
are invited each year to become individual or family members of FOLA.
All members will be invited to the annual meeting in January of each year
and to such other meetings of the membership as may be called. Meetings
will be conducted in accordance with Roberts Rules of Order, as revised.

Section 5.
COMPENSATION – Directors serve without remuneration of any type. Expenses
incurred by Directors for FOLA purposes may be reimbursed by the Board of
Directors following submission of suitable receipts. FOLA does not intend
to have employees in the foreseeable future. No pension or other plans
designed to reward Directors for their service will be implemented.

Section 6. ASSET
TRANSFERS – Fundraising receipts may be used by FOLA to acquire physical
assets used in conjunction with stage productions. FOLA intends to
promptly transfer the ownership of any such physical assets to the Town of
Ludlow.

Section 7.
DISSOLUTION – Upon the dissolution of FOLA, all assets shall be
distributed for one or more exempt purposes within the meaning of section
501(c)(3) of the Internal Revenue Code, or corresponding section of any
future federal tax code, or shall be distributed to the federal
government, or to a state or local government (such as Ludlow, Vermont)
for a public purpose.

These Articles were
originally adopted by the FOLA Board of Directors on August 23, 2010:

Signatures of FOLA Board of Director
members:

Board Chairman, Ralph Pace

FOLA
Treasurer, Bruce Farr