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HomeMy WebLinkAboutORDINANCE 5994113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 5994 File Number: 2017-0480 THE VAULT FAYETTEVILLE, INC.: AN ORDINANCE TO AMEND § 111.02 DEFINITIONS OF THE FAYETTEVILLE CITY CODE AND APPROVE THE APPLICATION OF MICHAEL DAVID JORDAN, ON BEHALF OF THE VAULT FAYETTEVILLE, INC., FOR A PERMIT TO OPERATE AS A PRIVATE CLUB IN THE CITY OF FAYETTEVILLE AT 112 WEST CENTER STREET, SUITE B100 WHEREAS, the Arkansas State Code definition of private club was amended to delete "regularly paying annual dues of not less than five dollars ($5.00) per member" from the requirement that a private club "must have not fewer than one hundred (100) members," and; WHEREAS, the Fayetteville City Code should be amended to conform with the State's definition; and WHEREAS, Act 1112 of 2017, which amended the permitting 'procedure set forth in Ark. Code Ann. § 3- 9-222 for private clubs in the State of Arkansas, requires the City Council to approve "by ordinance an application for a permit to operate as a private club" before the applicant can submit the application to the state Alcoholic Beverage Control Division. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby amends § 111.02 Definitions of the Fayetteville City Code by repealing the language "regularly paying annual dues of not less than five dollars ($5.00) per member" from the definition of "Private club. " Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves the application of Michael David Jordan, on behalf of The Vault Fayetteville, Inc., a copy of which is attached to the agenda request form, for a permit to operate as a private club in the City of Fayetteville at 112 West Center Street, Suite B100. Page 1 Printed on 916117 Ordinance: 5994 File Number 2017-0480 PASSED and APPROVED on 9/5/2017 Attest: " '6�w 44& - Sondra E.. Smith, City Clerk Treasurer 11111111111ft ti**°1 �. !TRE.,''°f� Ell Ire • {++G�a a ; r ':ro`Y�, •. RF'i AL`s•'• • Cj"'�.�`' 111111 + O `,�,w Page 2 Printed on 916117 City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Text File File Number: 2017-0480 Agenda Date: 9/5/2017 Version: 1 Status: Passed In Control: City Council Meeting File Type: Ordinance Agenda Number: C. 2 THE VAULT FAYETTEVILLE, INC.: AN ORDINANCE TO AMEND § 111.02 DEFINITIONS OF THE FAYETTEVILLE CITY CODE AND APPROVE THE APPLICATION OF MICHAEL DAVID JORDAN, ON BEHALF OF THE VAULT FAYETTEVILLE, INC., FOR A PERMIT TO OPERATE AS A PRIVATE CLUB IN THE CITY OF FAYETTEVILLE AT 112 WEST CENTER STREET, SUITE B 100 WHEREAS, the Arkansas State Code definition of private club was amended to delete "regularly paying annual dues of not less than five dollars ($5.00) per member" from the requirement that a private club "must have not fewer than one hundred (100) members," and; WHEREAS, the Fayetteville City Code should be amended to conform with the State's definition; and WHEREAS, Act 1112 of 2017, which amended the permitting procedure set forth in Ark. Code Ann. § 3-9-222 for private clubs in the State of Arkansas, requires the City Council to approve "by ordinance an application for a permit to operate as a private club" before the applicant can submit the application to the state Alcoholic Beverage Control Division. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby amends § 111.02 Definitions of the Fayetteville City Code by repealing the language "regularly paying annual dues of not less than five dollars ($5.00) per member" from the definition of "Private club. " Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves the application of Michael David Jordan, on behalf of The Vault Fayetteville, Inc., a copy of which is attached to the agenda request form, for a permit to operate as a private club in the City of Fayetteville at 112 West Center Street, Suite B 100. City of Fayetteville, Arkansas Page 1 Printed on 9/6/2017 Added at Agenda Session 8/29/17 Legistar ID No.: _ �0 t I - () qW AGENDA REQUEST FORM FOR: Council Meeting of September 5, 2017 FROM: City Council Member Matthew Petty ORDINANCE OR RESOLUTION TITLE AND SUBJECT: AN ORDINANCE TO APPROVE THE APPLICATION OF MICHAEL DAVID JORDAN, ON BEHALF OF THE VAULT FAYETTEVILLE, INC., FOR A PERMIT TO OPERATE AS A PRIVATE CLUB IN THE CITY OF FAYETTEVILLE AT 112 WEST CENTER STREET, SUITE B100 APPROVED FOR AGENDA: Assistant City Attorney -Blake Pennington (as to form) ' /-r- 1 ,, P D, to W Z9 Date ORDINANCE NO. AN ORDINANCE TO APPROVE THE APPLICATION OF MICHAEL DAVID JORDAN, ON BEHALF OF THE VAULT FAYETTEVILLE, INC., FOR A PERMIT TO OPERATE AS A PRIVATE CLUB IN THE CITY OF FAYETTEVILLE AT 112 WEST CENTER STREET, SUITE B 100 WHEREAS, Act 1112 of 2017, which amended the permitting procedure set forth in Ark. Code Ann. § 3-9-222 for private clubs in the State of Arkansas, requires the City Council to approve "by ordinance an application for a permit to Operate as a private club" before the applicant can submit the application to the state Alcoholic Beverage Control Division. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the application of Michael David Jordan, on behalf of The Vault Fayetteville, Inc., a copy of which is attached to the agenda request form, for a permit to operate as a private club in the City of Fayetteville at 112 West Center Street, Suite B100. PASSED and APPROVED this 5"' day of September, 2017. APPROVED: LIONELD JORDAN, Mayor ATTEST: By: SONDRA-SMITH, City Clerk/Treasurer OFFICE OF THE CITY ATTORNEY DEPARTMENTAL CORRESPONDENCE TO: Mayor Jordan City Council FROM: Blake Pennington, Assistant City Attorn DATE: August 29, 2017 RE: New Private Club Permit Procedure Kit Williams City Attorney Blake Pennington Assistant City Attorney Rhonda Lynch Paralegal Earlier this year the General Assembly passed Act 1112, which amended the procedure in Ark. Code Ann. § 3-9-222 for applicants seeking private club permits after August 1, 2017. The new procedure requires the application to be approved by the City Council, by the passage of an ordinance, before_ the applicant can submit it to the Alcoholic Beverage Control Division for state approval. This additional step supplements the other requirements of this statute, which include the publication of notice in the newspaper, posting of a notice at the entrance to the premises, and additional notice to Chief Tabor, Sheriff Helder, and Prosecuting Attorney Durett, all of which occur after the filing of the application with the Alcoholic Beverage Control Division. The applicant must also meet the standards established by the ABC Division in state law and the Arkansas Administrative Code. Standard for r Ap rp oval The Director of the ABC Division may issue a permit if she determines that an applicant is qualified pursuant to state law and that the application is "in the public interest." Ark. Code Ann. § 3-9-222(f). The state statute does not, however, set forth any specific standard for approval or denial by the City Council. § 111.02 of the City Code does establish minimum qualifications Page Two New Private Club Permit Procedure for private clubs in the City of Fayetteville (which are basically copied from state law): Private club means a nonprofit corporation organized and existing under the laws of this state, no part of the net revenues of which shall inure directly or indirectly to the benefit of any of its members or any other individual, except for the payment of bona fide expenses of the club's operations, conducted for some common recreational, social, patriotic, political, national, benevolent, athletic, or other nonprofit object or purpose other than the consumption of alcoholic beverages. The nonprofit corporation shall have been in existence for a period of not less than one (1) year before application for a permit. At the time of application for the permit, the nonprofit corporation must have not less than one hundred (100) members regularly paying annual dues of not less than $5.00 per member, and, at the time of application, must own or lease, or be the holder of a buy -sell agreement or offer and acceptance, or have an option to lease a building, property, or space therein for the reasonable comfort and accommodation of its members and their families and guests, and restrict the use of club facilities to such persons. The Vault Fayetteville, Inc. f / k/ a Fayetteville Arts District, an Arkansas non-profit corporation, was first incorporated on April 5, 2012, easily meeting the one year requirement. The applicant describes its activities, other than the consumption of alcoholic beverages, as music over speakers and television for news and sports. The application contains a list of 103 members and includes a copy of a lease agreement with Tower Square, LLC for the space proposed for the private club. It appears that the applicant meets the minimum qualifications set forth in our ordinance; however, you may use common sense and your own good judgment to determine whether you vote to support the application. z SMITH I HURST PLIC August 28, 2017 Fayetteville City Council 113 West Mountain Street Fayetteville, AR 72701 IOSP:PII D. ALLEN ja llrn�4'smi Ihhn i sLrom Re. Ordinance Approving the Application for Private Club Permitfor The Vault Fayetteville, Inc., an Arkansas nonprofit corporation. Ladies and Gentlemen: I am writing this letter on behalf of my client, The Vault Fayetteville, Inc., an Arkansas nonprofit corporation (hereinafter referred to as the "Company"). The Company is seeking to obtain a Private Club Pennit from the State of Arkansas for the purpose of opening and operating a new business in downtown Fayetteville. Arkansas Code § 3- 9-222(a), as recently amended by Act 1112 of the 91" General Assembly of the State of Arkansas (2017), now requires that the governing body of the applicable municipality approve the Application for Private Club Permit by ordinance prior to such application being sent to the Alcohol Beverage Control Division of the Arkansas Department of Finance and Administration for review. The purpose of this letter is to formally request that this Fayetteville City Council, on behalf of the City of Fayetteville, issue an ordinance approving the Company's Application for Private Club Permit, enclosed herewith. Best Regards, Joseph D. Allen JDA/kb Enclosure 226 U'. Dickson ShccI S1IiIc 201, 1'alctI(-\'IIIc. AR -2-01 1 51001 '. J R l lnnl Drhe, Suite >>Il. Rogrs, hR 72 ;; I I:I 1.. I'I n)\P: 471)',DI 244A I FACS ii III I( 471) 1101 2x49 I %, w k%,smith IWrsixam I III:. RI�. R' III STATE OF ARKANSAS ALCOHOLIC BEVERAGE CONTROL DIVISION APPLICATION FOR PRIVATE CLUB PERMIT Private Club Permit No, We hereby make applications for permits to serve alcoholic beverages on our premises to the club's adult members, members of their families over the age of 21, and duly qualified guests_ The Vault Fayetteville, Inc. Non -Profit Corporation FEIN# 454978090 APPLICANT ON BEHALF OF CLUB Michael David Jordan First Middle - Last HOME ADDRESS 2725 N Loxley Ave Fayetteville 727.03 Washington Street City Zip County BUSINESS NAME Vault BUSINESS ADDRESS 112 W Center B100 Fayetteville- -72701 Washington Street City Zip County Is proposed location inside or outside city limits? inside Does the club own the premises? no If leased, give name and address of owner: Tower Square Fayetteville, LLC/]River Market Ave. #501HLittle Rock, AR 72201 Is your establishment primarily engaged in the business of serving food for consumption on the premises? no Under which system of dispensing alcoholic beverages will the club operate? Pool/Revolving X Locker 1 1 Does anyone now hold an alcoholic beverage permit a this location? no If sai'give name, address and permit no. (s) _ �' '0 f r; Amount of Dues $� ANNUAL (j MONTHLY O u w IIIc` 4:�=`1144"L,I I I I I I Give names and addresses of all officers/directors of the non-profit organization: NAME TITLE ADDRESS Chris Baribeau President 120 W Sl< line,Fayetteville, AR 72701 Nick Haman Vice President 725 E Dogwood, Fayetteville, AR 72701 Michael Jordan Treasurer 2725 N Loxle , Fayetteville, AR 72701 Has any member of the club's board of directors or other governing body, or any club officer, been under the sentence, whether suspended or otherwise, of any court for the conviction of a felony within two (2) years preceding the date of this application? YES_ NO x If yes, please explain Signed this day of 7.0 SigQre4plica_rTD12Managing Agent Official Title Subscribed and sworn to before me this lk day of r My Commission Expires: to ubiic ZD 2A_ I RRA IH VAUGHT Notary Public•Arkansos Washington county My Co.mmission Expite$ 06.052024 commtsslon # 12400792 /15/16 I NEWSCHAD102 SCHEDULE A - INDIVIDUAL'S PERSONAL HISTORY Application filled by Applicant - A, Stockholder/Partner - S : ~ I submit answers to the following questions under oath: 1. Name Akukc-� -,) Q-- -% Sex /moi Date of Birth � ) 5 t `t 2. Home Address 272 5 1) . LjD yCJ&F, gZ40 3 �`ii✓T�JL{-{ phone No.�(- c� 6f3 Street City Zip 3. Are you a person of good moral character and reputation in your community? _ "1 t✓ 4. Are you a ;G TIZEN PERMANEN R ,, DENT ALIEN) of the United States? CIRCLE ONE Social Secur o. Green Card No. 5. Are you a resident of the county in which application has been made? If not, do you live within 35 miles of the premises to be permitted? !V 6. Have you ever been convicted of a felony? YES NO If so, -give full information 7. Have you been convicted of any violation of any law reiatin to alcoholic beverages within the five (5)years preceeding this application? YES NQ If so, give full information 8. Have you had any alcoholic beverage perrriit issued to you revoked within the five (5) years preceeding this application? YES_ NO -X- If so, give full information__ ­ 9. Do you presently hold or have you ever held an alcoholic beverage permit(s)? If so, give name, place, and permit number(s) 19Have you applied and been refused a permit at the applied for location within the last 12 months? { If so, give full information 11. Marital Status: Single ( ) Married V) Divorced ( ) Separated ( ) Other ( ) 12. Furnish complete information regarding members of immediate family: Rel�_onsh Full_Narse Ad- dress Dccupation Vv ic= C c'_LA9-A5 iJoL-,4 ,V, &Z ! lA i a NEWSCHAU202 (a) Are any of the above to be connected with the operation of the outlet? sJ 0 (b) If so, who and in what capacity? 13. Give your home address (city or town) and dates at each for the past five (5) years: 0 Z3 14. Covering the past five (5) years, give in detail the following: YQur 6usine ar Occupation !Name $-L-Address of Emp oxer Dates of Emrsloyrrierlt CC) I hereby state on oath that I will not violate any law of this State or any regulation of the Alcoholic Beverage Control Division, nor will any agent or employee- be allowed to violate any 'law or. regulation. It is hereby consented that the licensed premises and Its books and records shall be open at all times to all law enforcement officials without warrant or other legal process. - i '`s Signature STATE OF ARKANSAS Ap ]can COUNTY OFA 'll being first duly sworn on oath deposes and says that he/she has read each of the questions to which he/she has made answer, and that his/her said answers in each instance are true and correct. Subscribed and sworn to before me thisI My Commission Expires:. day of _. No P blit ELf2AHVAUGHT P pilc•AfWnsos N Was fan C n1V WashSng MV ComEMSs Eon #E}1 246079 2 2024 4 NEWARIA5101 IS AUTHORITY TO RELEASE INFORMATION Application filled by Applicant - A, Stockholder/Partner - S : _ A TO WHOM IT MAY CONCERN: I understand that the Alcoholic Beverage Control Enforcement Division will conduct a thorough investigation before a final decision is made regarding my eligibility to hold an alcoholic beverage permit. This investigation may include inquiries as to my character, reputation, and the location and feasibility of a permit being issued at the applied for location. To facilitate this investigation, I do hereby give my consent and authority for any public utility or police agency to furnish information from their records to the Alcoholic Beverage Control Enforcement Division and the Alcoholic Beverage C, ntr . L B Signatur ull Name Date e Home Address City State Zip 5N iy'-�'-- Mailing Address City State Zip l f`t-3�(�',i('0 c�> SA,M&- Contact Phone Business Phone E -Mail Address Sworn and subscribed before me this (% day of Z Notary P fe My Commission Expires: 0-(0- Gs- 2-02 WZABETH VAUG}IT Notary Public -Arkansas Washington County (Revised 3/OS) My commission Expires 0e-05-2024 commission # 12400792 M NEWSCHAD102 SCHEDULE A - INDIVIDUAL'S PERSONAL HISTORY III Application filled by Applicant - A, Stockholder/Partner - S : I submit answers to the following questions under oath: 1. -Name her MICiC7el Bortk3es�u _ _Sex M Date of Birth 03.05.1979 2. Home Address 120 W. Skyline Drive Fayetteville, AR 72701 phone -No. 479.530.6298 Street City Zip 3. Are you a person of good moral character and reputation in your community? Yes. 4. Are you (C�yo. or PER RESIDENT ALIEN) of the United States? CIRCLE ONE Social SecuGreen Card No. 5. Are you a resident of the county in which application has-been made? Yes. If not, do you live within 35 miles of the premises to be permitted? . 6. Have you ever been convicted of a felony? YES NO X If so, give full information 7. Have you been convicted of any violation of any lave relating to alcoholic beverages within the ` five (5)years preceeding -_this application? YES NO x . If so, give full information 8. Have you had any alcoholic beverage permit issued to you revoked within the five (5) years preceeding this -application? YES _____ NO X If so, give full informaLio 9: Do you presently hold or have you ever held an alcoholic beverage permit(s)? No If so, give name, place, and permit number(s) 10. Have you applied and been refused a permit at the applied for location withiri the last 12 months? No If so, give full information 11. Marital Status: Single ( ) Married ( x ) Divorced ( ) Separated ( ) Other ( } 12. Furnish complete information regarding members of immediate family: Relationship Full Name Ad cess C1ccu anon _Spouse Leanne Rene Baribeau 120 W_ Skyline Drive Fayetteville, AR 72701 Architect S NEWSCHA0202 (a) Are any of the above to be connected with the operation of the outlet? No (b) If so, who and in what capacity? 13. Give your home address (city or town) and dates at each for the past five (5) years: 1516 N. Lunsford Avenue FayettevOe, AR 72701 (May 2004 -March 2014) ---------------- 120 W. Skyline Drive Fayetteville, AR 72701 (March 2014 -present) 14. Covering the past five (5) years, give in detail the following: Your 8us1n_e _yr Q.cGUDation Name & Address of Employer ©ates_of ent Architect / Owner Modus Studio. PLLC August 2008 -present I hereby state on oath that I will not violate any law of this State or any regulation of the Alcoholic Beverage Control Division, nor will any agent or employee be allowed to violate any law or regulation. It is hereby consented that the licensed premises and its books and records shall be open at all _times to all law enforcement officials without warrant or other legal process. STATE OF ARKANSAS A plicant's Signature COUNTTYteach .O,F 1 _ - ri �L-A being first duly sworn on oath deposes and says that he/she has rea/d of the uestions to which he/she has made answer, and that his/her said answers in each instance _are true and correct. Subscribed and sworn to before me this My Commission Expires: ` 01, .VS. day of ota Public EirtgBErjj vaij Nofar% Pubila.q;kaHT `ash,ngion C'univ s My �ammiss(" commission 'f£s 06- 2 00792 2124 NEWARIA0101 AUTHORITY TO RELEASE INFORMATION Application filled by Applicant - A, Stockholder/Partner - S ; S_ TO WHOM IT MAY CONCERN: I understand that the Alcoholic Beverage Control Enforcement Division will conduct a thorough investigation before a final decision is made regarding my eligibility to hold an alcoholic beverage permit. This investigation may include inquiries as to my character, reputation, and the location and feasibility of a permit being issued at the applied for location. To facilitate this investigation, I do hereby give my consent and authority for any public utility or police agency to furnish information from their records to the Alcoholic Beverage Control Enforcement Division and the Alcoholic Beverage G ntrol Board. Sig afore -Full Name (, Z Z Date Home Address E&g VtLLj_C &= 2� ] City State zip (2-0 k1j.4/L__b21 VE Mailing Address City State zip Contact Phone Business Phone eau t1dMQ1_(A_ --E-Mail Addr__--- Sworn and subscribed before me this day of j_ NY\<, , 26G My Commission Expires: UCo.Cs.--024 (Revised 3/08) `` `MZABEIH VAUGHT Nolpry Publlc-Arkansas Washinglon County My Commission Explres o6.05.2024 . Commission # 12400702 U IEWSCHA❑102 SCHEDULE A - INDIVIDUAL'S PERSONAL HISTORY Application filled by Applicant - A, Stockholder/Partner - S : :D I submit answers to the following questions under oats. -1. Name QUVAO�.-kScr�Ll . Sex M Date of Birth 21„ 71 2. Home Address ?-6 E 0111+ 0 LW fWEM l i7,7t))Phone N4. -11 Street City Zip - -- 3, Are you.,a person of good moral character and reputation in your community? 4. Are you a(CITIZEN)or (PERMANIENT RESIDENT ALIEN) of the United States? CIRCLE. ONE Social Secure y o. _ _ Green Card Ivo. - Are you a resident of the county in which application has been made? Y�5 If not, do you live within 35 miles of the premises to be permitted? 6. Have you ever been convicted of a felony? YES NO X If so, give full information Have you been convicted of any violation of any law relating to alcoholic beverages within the ^ve (5)vears oreceedina this application? YES _ NO If so, give full information 3. Have you had any alcoholic beverage permit issued to you revoked within the five (5) years preceeding 'his application? YES � NO __X If so, give full information 9 Do you presently hold or have you ever held an alcoholic beverage permit(s)? No If so, give name, piace, and permit number(s) 10. Have you applied and been refused a permit at the applied for location within the last 12 months? t4O If so, give full information_ 11- Marital Status: Single ( ) Married Divorced ( ) Separated ( ) Other ( ) 12. Furnish complete information regarding members of immediate family: €telationshiu Full Name Addres Occu io WIC Y -W )AW--rl NEWSCHAD202 =a) Are any of the above to be connected with the operation of the outlet?_ lip (b) If so, who and in what capacity, 13. Give your home address (city or town) and dates at each for the past five (5) years: X25 F_ potawcm L r I, r1 1E:XgIt + �. MIX 101 `� — (,%)a-Q_GNAT40iK -M-101 3 LI-2— Coverina the past five (5I i ) years, give in detail the following: 'four Business or OCcu as tion Name & Address of Ern Ire er Cates of Em to men GF_Clwlw pI�Q 1O[ -,D velT>'�r e l s�- ��¢ewr irereuy state on oath that i wiii not violate any -law of this State or any regulation of the Alcoholic Beverage -ontrol Division, nor will any agent or employee be allowed to violate any law or regulation. It is hereby ?-onsented that the licensed premises and its books and records shall be open at all times to all law enforcement orr'iciais without warrant or other legal process. t Applicants Signature �TATEOFARKANSAS COUNTY OF being first duly sworn on oath deposes and says that he/she has read each of the questions to which he/she has made answerr and that his/her said answers in each instance are true and correct., +f $ubscribea and sworn to berore me this _ - _ aay of . �1 - I My Commission Expires tar Public ELIZABETH VAUGHT Notory Public-Aikonsos Washington county My commission Expires 06-05-2024 Cammisston # 12400792 NEWARIA0101 AUTHORITY TO RELEASE INFORMATION Application filled by Applicant - A, Stockholder/Partner - S : S TO WHOM IT MAY CONCERN: I understand that the Alcoholic Beverage Control Enforcement Division will conduct a thorough investigation before a -final decision is made regarding my eligibility to hold an alcoholic beverage permit. This investigation may include inquiries as to my character, reputation, and the location and feasibility of a permit being issued at the applied for location. To facilitate this investigation, I do hereby give my consent and authority for any public utility or police agency to furnish information from their records to the Alcoholic Beverage Control Enforcement Division and the Alcoholic Beverage C trot Board. �� Gk�o�s 'TbA'o }�-tAtyl og,-1 Signature - Full Name ra 1, I )7 Date -7?�S e pwowW9 Ute) Home Address PC, City State Zip �1ZS 00/07 ems! Mailing Address (e%,I� A City State 4-79 213'3 357-7 Contact Phone P1Z'?A I Zip Business Phone P1►�o�l�+.5{�rnora� fpNnKat V' ��j E -Mail Address Sworn and subscribed before me this �'i:�_day of t AY1e, Notaryli ELQNotary Pu li VArkaHT nd My Commission Expires: Notary Fut�rac.nrkanaes Woanington County (Revised 3/08) My commisslon Explraa 06.08.2024 Cammleafan # 12A00)0? 4 1 Page IofI ARKANSAS STAT, POI,..l"IE Arkansas Criminal History Report This report is based on a name search. There is no guarantee that it relates to the person you are interested in without fingerprint verification. This report includes a check of Arkansas files only. Inquiries into FBI files are not permitted for non -criminal justice or employment purposes without specific statutory authority. Subject of Record Last: JORDAN First: MICHAEL Middle: DAVID Date of Birth: 03/25/1977 Sex: M Race: W Social Security Number: (not verified, supplied at time of request) 'S Names used Sex Race Date of Birth SSNIDL C.J MICHAEL D JORDAN M W. 013/25/1977 t"ICHAEL DA`•yID JORDAN N W, 03/25/.L977 � rr��F;' �l Date Arresting Agency Class Type Charge 01/31/1996 FAYETTEVILLE POLICE t.i A THEFT OF PROFERTV {ft� 7ICtI ;ii; 07/23/19P$ SHERWOOD POLICE M A FT.TLURE TO Al2DEP&I _.'� Request ar Information Transaction Number: ABC002243519 Date: 07/18/2017 Agency Reporting: Arkansas State Police Purpose: Pursuant to Arkansas Code §3-2-103 regarding applicants for licensing by the Alcoholic Beverage Control Division. Released To: Carolyn Vance On Behalf of ABC Representing: ABC Mailing Address: 1515 W 7TH STREET LITTLE ROCK, AR 72201 This Arkansascriminalhistory record report should only be used for the purpose that it was requested A request that is posed for a different purpose may result in more or less information being reported. This report does not preclude the possible existence of additional records on this person which may not have been reported to the State Identification Bureau and Central Repository Changes in a criminal history i,.,r and can occur at any time due to new arrests andforongoing legal proceedings. This Arkansas criminal background check report is for non -criminal justice purposes and may only reflect if a person has any Arkansas felony and misdemeanor conviction(s), any Arkansas felony arrest that occurred in the last three (3) years that has not been to court and Whether the person is a registered sex offender or required to register as a sex offender. Juvenile arrest aridlor court information will not be released an this report. https:HwNvw.ark.org/criminal/login/index.pbp9ina_see—csrf=f5d87Oe31 a4da... 7/19/2017 U 4 Page 1 of 1 ARKANSAS STATE POLICE Arkansas Criminal History Report This report is based on a name search. There is no guarantee that it relates to the person you are interested in without fingerprint verification. This report includes a check of Arkansas files only. Inquiries into FBI files are not permitted for non -criminal justice or employment purposes without specific statutory authority. SLib;ect of Record Last: HAMON First: NICHOLAS Middle: TODD Date of Birth: 03/21/1979 Sex: M Race: W Social Security. Number:&�(not verified, supplied at time of request) — NO CRIMINAL HISTORY FOUND FOR THIS SUBJECT Requestor in forynadion Transaction Number: ABC002243512 Date:- 0 711 81201 7 Agency Reporting: Arkansas State Police Purpose: Pursuant to Arkansas Code §3-2-103 regarding applicants for licensing by the Alcoholic Beverage Control Division. Released To: Carolyn Vance On Behalf of ABC Representing: ABC Mailing Address: 1515 W 7TH STREET LITTLE ROCK, AR 72201 This Arkansas criminal history record report should only be used for the purpose that it was requested A request that is posed for a different purpose may result in more or less information being reported This report does not preclude the possible existence of additional records on this person which may not have been reported to the State Identification Bureau and Central Repository Changes in a criminal history record can occur at any time due to new arrests and/or ongoing legal proceedings. This Arkansas criminal background check report is for non -criminal justice purposes and may only reflect if a person has any Arkansas felony and misdemeanor convicllon(s), any Arkansas fetony arrest that occurred in the last three (3) years that has not been to court and whether the person is a registered sex offender or required to register as a sex offender. Juvenile arrest andlor court information will not be released on this report. https://w,Ar-w,ark.org/criminal/login/index.php?ina_sec_csrf=f5d870e3I a4da... 7/18/2017 U ARKANSAS STAT POLICE Arkansas Criminal History Report Page l of ] This report is based on a name search. There is no guarantee that it relates to the person you are interested in without fingerprint verification. This report includes a check of Arkansas files only. Inquiries into FBI files are not permitted for non -criminal justice or employment purposes without specific statutory authority. Subject of Record Last: BARIBEAU First: CHRISTOPHER Middle: MICHAELti� Date of Birth: 03/05/1979 Sex: M Race: W Social Security Number(not verified, supplied at time of request) — NO CRIMINAL HISTORY FOUND FOR THIS SUBJECT tDtr",)'r � i Requestor Information Transaction Number: ABC002243503 Date: 07/1812017 Agency Reporting: Arkansas State Police Purpose: Pursuant to Arkansas Code §3-2-103 regarding applicants for licensing by the Alcoholic Beverage Control Division. Released To: Carolyn Vance On Behalf of ABC ? Representing: ABC - Mailing -Address: 1515 W 7TH STREET LITTLE ROCK, AR 72201 This Arkansas criminal history record report should only be used -for the purpose that it was requested A request that is posed for a different purpose may result in more or less information being reported. - This report does not preclude the possible existence of additional records on this person which may not have been reported to the State Identification Bureau and Central Repository- Changes in a criminal history record can occur at any time due to new arrests and/or ongoing legal proceedings This Arkansas criminal background check report is for non -criminal justice -purposes and may only reflect if a person has any Arkansas felony and misdemeanor conviction(s), any Arkansas felony arrest that occurred in the last three (3) years that has not been to court and whether the person is a registered sex offender or required to register as a sex offender. Juvenile arrest and/or court information t will not be released on this report, https://www.ark.org/criminal/login/index.php?ina-sec_csrf=f5d870e31 a4da_.. 7/18/2017 r f NEWETDS0102 i DESCRIPTION OF BUSINESS AND ENTERTAINMENT ACTIVITIES FOR PRIVATE CLUB PERMIT NAME OF OUTLET The Vault Fayetteville, Inc. CITY Fayetteville COUNTY Washington Arkansas Law requires that a private club must exist for some reason other than the consumption of alcoholic beverages. On this sheet of paper, which is a part of your verified application, you are to describe, in complete detail, what entertainment (live bands, dancers, food service, etc.), social functions, or other recreational events will be available at the club for the members. If you are in doubt about whether to list an item, you are urged to include it. Under Section 1.34 of the ABC regulations, any permit issued by this agency is only valid for the uses described in the original application_ Any material change in the club's operation or entertainment, other than originally listed in this application, without prior approval a` the director , shall be grounds or revocation of your permit. On your floor plan, which is a separate attachment, please mark the entrance to the -private club, noting the location of the guest book, and mark any major features of the private club area, including where specific entertainment items will be located. PLEASE PRINT OR TYPE YOUR RESPONSES BELOW. USE THE BACK OF FORM, OR ADDDITIONAL SHEETS, IF NECESSARY_ Music over speakers Television for news andsports 0 M oLO N v cn o v Cl) co N p N O N CV v� D o o r, Q chi Q ' r`r r, N� n Q N w M Q Q Lo ¢ M - 6 w N >�� Q Q Q N Q LO N U � Q N 4l r` N �[ �. 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Is > = a o > ri 3 0 a s� a� a sa a o p 70 ° 3 °° c 0 Z V N rn O Z > LO w h W Z w>^ O Z Z Ir w :D +n aC Li V' �' N a �, c•�J N �O a Q CV N O O N N 10 0 C') It `� V N V r- L1 J N Y V' N r- I r� N ICIJI N Q N U O :- V N N N -C U U iyei C zl z N N 3l o �o O > vi} C xod tiCL vQ Q (9 {09 U° d C T N a O O O O O N U a o o o N ri a d w a W � � � O � cn �n �n vp N L U � � a E IJ U mo � z 3 U 0 V)Q E} J- r L U U p 0E N E o "O N Q a a SECRETARY 9 OF STATE Mark Ha— tia - ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come, Greetings: I, Mark Martin, Arkansas Secretary of State of Arkansas, do hereby certify that the following and hereto attached instnunent of writing is a true and perfect copy of Articles of Incorporation of VAYE, TTEVILLE ARTS DMI RIOT filed in this office April 5, 2012 in compliance with the provisions of the law and are hereby declared a body politic and corporate, by the name and style aforesaid, with all the powers, privileges and immunities granted in the law thereunto appertairiing. Tw4imony Whereof, I have hereunto set my hand affixed my official Seal. Done at my office in the of Little Rock, this 5th day of April, 2012. kansas Secretary of State - FIRED - Arkansas Secxe racy or Stats -Mark FR8Chi1 -Doc#: 2257885001- FiOngS: 814013957 -Filed On: 4I512012 3;48:00 PFR - Page[sj; 4 We, the undersigned, acting as incorporators of a corporation under the Arkansas Non profit Act (Act 1147 of 1993), adopt the following Articles of incorporation of such corporation. 1: The name of the corporation is: FAYETIEVILLE ARTS DISTRICT 2: The corporation is: PUBLIC - BENEFIT CORPORATION = Will this corporation have members: YES 4: Power of the corporation: A. IRS (501)(C)(3) SUGGESTED LANGUAGE: 10/29)2007:<BR> NO PART OF THE NET EARNINGS OF TEE CORPORATION SHALL INURE TO THE BENEFIT, OR BE DISTRIBUTABLE TO ITS MEMBERS, TRUSTEES, OFFICERS, OR OTHER PRIVATE PERSONS, EXCEPT THAT TEE CORPORATION SMALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND ]DISTRIBUTIONS IN FURTHERANCE OF THE PURPOSES SET FORTH IIT PREVIOUS ARTICLES HEREOF. NO SUBSTANTIAL PARI' OF TBE ACTIVITIES OF THE CORPORATION SHALL BE THE CARRYING ON OF PROPAGANDA., OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, AND THE CORPORATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN (INCLUDING THE PUBLISHING OR DISTRIBUTION OF STATEMENTS) ANY POLITICAL CAMPAIGN ON BEHALF OR IN OPPOSITION TO ANY CANDIDATE FOR PUBLIC OFFICE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, THE CORPORATION SHALL NOT CARRY ON ANY OTHER ACTIVITIES NOT PERMITTED TO BE CARRIED ON (A) BY A CORPORATION EXEMPT FROM. FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR THE CORRESPONDING SECITON OF ANY FUTURE FEDERAL TAX CODE, OR (B) BY A CORPORATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C) (2) OF THE INTERNAL REVENUE CODE, OR THE CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE. 6: The purpose for which this eorporatlon is organized: A. IRS (501)(Cx3) SUGGESTED LANGUAGE: 10129/2007:<BR> SAID CORPORATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE, OR THE CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE.) 6: Distribution of assets on dissolution: - - A. IRS (501)(C)(3) -SUGGESTED LANGUAGE: 10/29/2007:<BR, UPON THE DISSOLUTION OF THE CORPORATION, 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 DISTRTBIMD TO THE FEDERAL GOVERNMENT, OR TO A STATE OR LOCAL GOVERNMENT, FOR A PUBLIC PURPOSE. ANY SUCH ASSETS NOT SO DISPOSED OF SMALL BE DISPOSED OF BY A COURT OF COMPETENT JURISDICTION OF THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE CORPORATION IS THEN LOCATED, EXCLUSIVELY FOR SUCH PURPOSES OR TO SUCH ORGANIZATION OR ORGANIZATIONS AS SAID COURT SHALL DETERMINE WHICH ARE ORGANIZED AND OPERATED EXCLUSIVELY FOR SUCH PURPOSES. Optional Info: DELAYED EFFECTIVE [SATE OF APRIL 6TH, 2d9 2.<BR> Signature of an incorporator: JASON A BIGBEE 4 rjc 19 r SECRETARY OF STATE Mark Martin ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come, Greetings: I, Mark Martin, Arkansas Secretary of State of Arkansas, do hereby certify that the following acid hereto attached instrument of writing is a true and perfect copy of Articles of Anmidment of FAYETTEVILLE AR'T'S DISTRICT riled in this office June 30, 2017. In Testimony Whereof, I have hereunto set my Band and affixed my official Seal. Done at my office in the City of Little Rock, this 30th clay of June, 2017. Arkansas Secretary of State FILED -Arkansas Sacretary of State - Mark Martin - Doct. 88642660D1-Fi6ngg: 81181395/ - Frled On; 6130!2017 - Pagatsj: 2 Certificate of Amendment of a Ikon -Profit Corporation FAYETTEVILLE ARTS DISTRICT, corporation duty organized, created and existing under and by virtue of the laws of the State of Arkansas, by Its presiding Director or Officer, DOES HEREBY CERTIFY: At a meeting of the membership (or incorporators or board of directors) which was held on: 06/26/2017 in the City of: FAYETTEVILLE, the Articles of incorporation of this corporation were amended to read as follows: THE PRINCIPAL ADDRESS OF THE COMPANY WAS PREVIOUSLY CHANGED BUT JUST TO CLARIFY, THE CURRENT PRINCIPAL ADDRESS IS 120 W. SKYLINE DRIVE, FAYETTEVILLE, AR 72701. THE INCORPORATOR/ ORGANIZER OF THE COMPANY WAS PREVIOUSLY CHANGED, BUT JUST -TO -CLARIFY, THE CURRENT -INCORPORATOR / ORGANIZER IS CHRISTOPHER MICHAEL BARIBEAU WHOSE ADDRESS IS 120 W. SKYLINE DRIVE, FAYETTEVILLE, AR 72701. THERE IS NO PRINCIPAL OFFICER OF THE COMPANY - THE DIRECTORS OF THE COMPANY HAVE BEEN CHANGED TO THE FOLLOWING: CHRISTOPHER MICHAEL BARIBEAU WHOSE ADDRESS IS 120 W SKYLINE DRIVE, FAYETTEVILLE, AR 72701; MICHAEL JORDAN WHOSE ADDRESS IS 2725 N. LOXLEY AVENUE, FAYETTEVILLE, AR 72703; AND NICHOLAS EAMON WHOSE ADDRESS IS 725 E DOGWOOD LANE, ]FAYETTEVILLE, AR 72701 Check appropriate statement X I if approval of the members was not required, a statement to that effect and a statement that the amendment was 0 approved by a sufficient vote of the board of directors or Incorporators; II if approval by members was required: (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the numbet of votes of each class lndisputably voting on the amendment; and (b) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. Ill If the approval of the amendment by some person or persons other than the members, the board or incorporators is required pursuant to § 4-334030, a statement that the approval was obtained. Date: 30th of June, 2017 I$delayed_message Signature of Presiding Director.. CHRIS'T'OPHER MICHAEL BARIBEAU I 1-1 6— I x SECRETARY . OF STATE Mark Martin ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come, Greetings: 1, Mark Martin, Arkansas Secretary of State of Arkansas, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of Articles of Amendment With Restatement of FAYETTEVILLE ARTS DISTRICT changing the name to THE VAULT FAYETTEVILLE, INC. filed in this office August 11, 2017. In Testimony Whereof, I have hereunto set my hand and affixed my official Seal. Done at my office in the City of Little Rock, this 11th day of August, 2017. Arkansas Secretary of State I WFILED -Arkansas Secretary of State -black Martin - Doc#: 0984119001 - Fining#: 811013957 -Filed On: 8/1112017 -Page(s): 5 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FAYETTEVILLE ARTS DISTRICT (TO BE KNOWN HEREAFTER AS THE VAULT FAYETTEVILLE, INC.) The undersigned, desiring to amend and restate the Articles of Incorporation of Fayetteville Arts District, an Arkansas nonprofit corporation (the "CORPORATION"), pursuant to the provisions of the Arkansas Nonprofit Corporation Act of 1993, Chapter 33 of Title 4 of the Arkansas Code Annotated of 1987 and any and all acts amendatory thereof or supplemental thereto (collectively, the "ACT"), hereby certifies that: . 1. That the name of the Corporation is Fayetteville Arts District. 2. That the Corporation was originally incorporated on April 5, 2012 under the laws of the State of Arkansas in effect at that time by the filing of the Articles of Incorporation of the Corporation (the "ARTICLES OF INCORPORATION") in the office of the Secretary of State of the State of Arkansas. 3. That on August 9, 2017, the Board of Directors and the Voting Member of the Corporation duly and validly adopted resolutions to change the name of the Corporation to The Vault Fayetteville, Inc. and -to -amend and restate the Articles of Incorporation pursuant to these Amended and Restated Articles of Incorporation, declaring these Amended and ]gestated Articles of Incorporation to be advisable and in the best interests of the Corporation, and authorizing the President of the Corporation to execute and deliver these Amended and Restated Articles of Incorporation for filing and recordation in the office of the Arkansas Secretary of State_ 4. -That these Amended and Restated Articles of Incorporation, which amend and restate in their entirety the provisions of the Articles of Incorporation, have been duly adopted, approved and authorized in accordance with the applicable provisions of the Act.' 5. That the Board of Directors and Voting Members of the Corporation resolve, approve and authorize that the Articles of Incorporation of the Corporation be amended and restated in their entirety to read hereafter as follows: The undersigned, a natural person, acting as the President of the Corporation, adopts the following Articles of Incorporation for the Corporation: ' . It FIRST: The name of this Corporation shall be The Vault Fayetteville, Inc. SECOND: This Corporation is a mutual benefit corporation. THIRD: The period of existence of this Corporation shall be perpetual. FOURTH: This Corporation is organized as a nonprofit corporation exclusively for social, recreational, and entertainment purposes. FIFTH: The Corporation shall have and exercise all powers, privileges and rights conferred on corporations by the laws of the State of Arkansas and all powers and rights incidental to carrying out the purposes for which this Corporation is formed, except such as are inconsistent with the express provisions of the Act under which this Corporation is incorporated, and the enumeration of the foregoing purposes shall not be held to limit or restrict in any manner the general powers conferred on this Corporation by the laws of the State of Arkansas. SIXTH: Notwithstanding any other provision of -these Articles, the following restrictions and limitations shall apply: (a) No part of the net earnings of the Corporation shall inure to the benefit of. any director or officer of the Corporation, or to ar►v other interested individual-, provided; however, that reasonable compensation may be paid for services rendered to or fdr the Corporation effecting one or more of its purposes. (b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Corporation shall not participate or intervene (including the publishing or- distribution of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office. - SEVENTH: Because this Corporation is organized as a mutual benefit corporation with perpetual existence, the Incorporator does not anticipate the dissolution of the Corporation. However, if the Corporation should ever be dissolved pursuant to Section 4-33-1401, et seq., of the Arkansas Code of 1987 Annotated, then upon the dissolution of the Corporation the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation exclusively to such other organization or organizations which are organized and operated exclusively for a nonprofit purpose authorized under the Act and any articles of dissolution adopted by the Corporation shall so provide. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is located, exclusively to such organization or - 2 r 2 organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. EIGHTH: The principal office or place of business of this Corporation shall be located at I20 W. Skyline Drive, Fayetteville, Arkansas 72701. NINTH: The name and address of the registered agent of this Corporation is: Chris Baribeau 120 W. Skyline Drive Fayetteville, Arkansas 72701 TENTH: The Corporation shall not have or issue shares of stock and no dividends shall be paid, and no part of the income of the Corporation shall be distributed to its members, directors or officers. ELEVENTH: This Corporation shall have Members. There shall be one class of General Membership_ Members shall not be entitled to vote on any matter concerning the Corporation_ Members shall not be required to pay membership dues to the Corporation. TWELFTH: The business of the Corporation shall be conducted by the Board of Directors. The number of the directors of the Corporation shall be not_ less than 3 nor more than 7,- as provided in the Bylaws of the Corporation. The term of office for each member of the Board of Directors shall be 3 years. The Board of Directors shall -direct the affairs of this Corporation. The names -and addresses of the initial members of the Board of Directors shall be: Chris Baribeau . 120 W_ Skyline Drive Fayetteville, Arkansas 72701 Michael Jordan 2725 N. Loxley Avenue . Fayetteville, Arkansas 72703 Nicholas Hamon 725 E. Dogwood Lane Fayetteville, Arkansas 72701 IN, f THIRTEENTH: The name and address of the Incorporator of this Corporation are: Christopher M_ Baribeau 120 W. Skyline Drive Fayetteville, Arkansas 72701 FOURTEENTH: These Articles may be amended by the Board of Directors of this Corporation. Unless notice is waived, the Corporation shall provide seven (7) days' written notice of any meeting of the Board of Directors at which an amendment is to be voted upon. The - notice must state that a purpose of the meeting is to consider a proposed amendment to the Articles, and the notice must contain or be accompanied by a copy or summary of the .amendment or state the general nature of the amendment_ The amendment most be approved by a majority of the directors in office at the time the amendment is adopted. REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE TO FOLLOW] 4 IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation this 9t' day of August, 2017. CnRis BAftI$ AU, resident IEXECU CION PAGE, TO AMENDED AND RESTATED Awr1CLES OF I NCORPORATiONI f AMENDED AND RESTATED BYLAWS OF THE VAULT FAYETTEVILLE, INC. (FORMERLY KNOWN AS FAYETTEVILLE AKI"S DISTRICT) These Amended and Restated Bylaws amend and restate all prior Bylaws of the Corporation. The Term "BYLAws" as used herein shall mean these Amended and Restated Bylaws. ARTICLE 1. OFFICES The principal office of The Vault Fayetteville, Inc., an Arkansas non-profit corporation (the "CORPORATION") in the State of Arkansas shall be located in the City of Fayetteville, County of Washington. The Corporation may have such other offices, either within or without the State of Arkansas, as the Board of Directors may designate or as the business of the Corporation may require from time to time_ ARTICLE II. BOARD OF DIRECTORS SECTION 1. GENERAL POWERS. The affairs, activities and operation of the Corporation shall be managed by its Board of Directors. SECTION 7, NUMBER_ TENURE AND QUALIFICATIONs. The number of Directors of the Corporation shall be three (3). The Directors shall be elected by the Board of Directors at its annual meeting. Each Director shall hold office for a term of three (3) years. Directors may serve one(]) or more- subsequent terms by re-election. SECTION 3. PF_QQ,AR UIFETINCrs. An annual meeting of the Board of Directors shall be held at a time and place established by resolution of the -Board, for -the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the -day designated herein for any such meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Directors as soon thereafter as conveniently may be held. The time and place of additional regular meetings may be fixed by resolution of the Board. If the day fixed for a regular meeting shall be a legal holiday in the State of Arkansas, such meeting shall be held on the next succeeding business day, SECTION 4. SPECIAL MEFT1Nt S. Special meetings of the Board of Directors may be called by or at the request of any Director or the President. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by such person or persons. SECTION 5. NOTICE. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each Director at his or her business address, by electronic or by facsimile transmission. if mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by electronic or facsimile transmission, such notice shall be deemed to be delivered when the electronic or facsimile transmission is transmitted by the sender to the Director's electronic address or facsimile number of record. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 6. QUORUM. A majority of the number of Directors specified in Section 2 of this Article 11 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time Nvithout further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified, SECTION 7. i 4ANF 1ER OF ACTING: The affirmative vote of a majority of the Directors - present at a meeting when a quorum is present shall be the act of the Board of Directors, SECTION 8. ACTION WITHOU F A MEY t'ING. Any action required or permitted to be taken -at a meeting of the Board of Directors may be taken without a meeting if the action is - taken by all members of- the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the corporate records reflecting the action taken. Any action taken under this Section 8 shall be elfective when the last Director has signed the consent, unless the consent specifics a different effective date, which effective date shall control- A consent delivered by facsimile transmission shall constitute a valid signed consent. A consent signed under this Section 8 has the effect of a meeting vote and may be described as such in any document. SECTION 9, TELEPHONIC IVIEETINGS PERNIN'TED. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 4 SECTION 10. REkeiOVAL OF DIRECTORS. A Director may be removed with or without cause by the vote of a majority of the Directors present at a meeting which is called for the purpose of removing a Director and for which the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of a Director. SECTION 11, VACANuLs. Any vacancy occurring in the Board of Directors may be tilled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office or until the selection, nomination and confirmation of a successor Director in accordance with Article 1I, Section 2, whichever occurs first. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of'Directors for a term of office continuing only until the next election by the Directors. ARTICLE III. OFFICERS ShCrION 1. NUMBER. The officers of the Corporation may be a President, a Vice -President, a Secretary and a Treasurer, each of whom shall be elected by the Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. SECTION 2_ D-r-CTION AND TE-Rm of: DI=CICE. The officers of the Corporation shall be elected by the Directors at the annual meeting of Directors. if the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until the officer's death: resignation, or removal in the manner hereinafter provided. - SUCTION 3. REMOVAL. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. PRESIDENT. The President may be a Director and shall be the principal executive officer of the Corporation, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized ,t by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, and the President shall in general perform all duties as may be prescribed by the Board of Directors from time to time. The President shall also preside over all meetings of the Board of Directors. SECTION 6. VICE-PRESIDENT. In the absence of the President or in event of the President's death, inability or refusal to act, the Vice -President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President_ The Vice -President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. I SECTION 7. SECRETARY_ The Secretary shall: (a) keep the minutes of the proceedings of the Directors and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Byla-ws or as required by law; (c) in general, perform all duties incident to the office of Secretary and such i other duties as from time to time may be assigned by the President or by the Board of Directors. SFCTiON 8. TREASURER. 'the `treasurer shall. (a) have charge and custody of and be responsible for all- funds of the Corporation; (b) receive and give receipts for moneys due and -payable to the Corporation from any source whatsoever, and deposit all such moneys in the naive o[ the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; (c) provide a report on the financial condition of the Col )oration at the annual meeting of the Directors and at such other times as may be requested by the Board of Directors; and (d) in general perform all of the duties incident to the office of 'hreasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. ARTICLE TV. COMMITTEES SECTiOl`i 1. EISTABUSHMENT. The Board of Directors from time to time may establish, instruct, and discharge one or more committees of the Board. A committee may be established either as a standing committee or as an ad hoc committee for a special purpose. Each committee established by the Board of Directors shall consist of two or more Directors each of whom shall serve at the pleasure of the Board of Directors. The creation of each committee and the appointment of members shall be approved by the Board of Directors acting in any manner permitted Linder Article II of these Bylaws. 4 SECTION 2. POWERS. The Board of Directors may delegate such of its powers as it deems necessary to such committees as it may from time to time establish provided, however, that a committee of the Board may not (a) authorize distributions; (b) approve the dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation's assets; (c) elect, appoint or remove Directors or fill vacancies on the Board or any of its committees; or (d) adopt, amend or repeal the Articles of Incorporation or Bylaws. Any committee may exercise such of the Board's authority as the committee is granted by the Board of Directors, subject to the restrictions contained in the Articles of Incorporation or these Bylaws. SECTION 3. MEETINGS ANL? AcnoN. The provisions of Article II of these Bylaws shall apply to govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of each committee and its members. Pursuant to those provisions, the chair of each committee shall fix the time and place of its meetings, shall provide for the recording of minutes of committee meetings; and shall promptly report the committee's actions and recommendations to the Board of Directors. if the committee chair is unable or otherwise fails to perform those duties, the Chairman -of the Board of Directors may take such actions as are necessary to_ ensure that the committee's responsibilities are fulfilled, including without limitation the replacement of the committee chair. ARTICLE V. INDEMNIFICATION OF DIRECTORS ANIS OFFICERS SECTION 1. MANDATORY INDEMNIFICATION. In accordance with Ark.- Code Ann. §§ 4-33-852 and 4-33-856, the Corporation shall indemnify any Director or officer and his or her estate or personal representative who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer is a party by virtue of his or her status . as a Director or officer of the Corporation. SECTION 2. PERMISSIBLE INDEMNIFICATION. Pursuant to Ark. Code Ann. § 4-33-851, and except as provided in Section 3 below, the Corporation may indemnify a Director or officer made a party to a proceeding by virtue of his or her status as a Director or officer, against liability incurred in the proceeding if the following conditions are met: (a) the Director or officer conducted himself or herself' in good faith; (b) with respect to conduct in his or her official capacity, the Director or officer had reason to believe that his or her conduct was in the best interests of the Corporation; and (c) in cases of conduct not in his or her official capacity, the Director or officer had reason to believe that his or her conduct was at least not opposed to the best interests of the Corporation. SECTION 3. PROHIBITION OF INDEMNIFICATION IN CERTAIN CASES. The Corporation shall not indemnify a Director or officer in connection with any proceeding by or in the right of 5 the Corporation in which the Director or officer was adjudged liable to the Corporation, or in connection with any other proceeding charging improper personal benefit to the Director or officer, whether or not involving action in his or her official capacity, in which the Director or officer was adjudged liable on the basis that personal benefit was improperly received by the Director or officer. SECTION 4. PROCEDURE FOR AUTHORIZING INDEMNIFICATION OF DIRECTORS. Before the Corporation may indemnify any Director pursuant to Section 2 above, a determination must be made that indemnification of a Director is permissible because the Director has met the standards of conduct set forth in Section 2 of this Article V. The Board of Directors shall make that determination by a majority vote of a quorum consisting of Directors vvho are not at the time parties to the proceeding; provided, however, that if such a quorum cannot be obtained; then the determination shall be made either by a committee designated by the Board of Directors or by special legal counsel in accordance with Ark. Code Ann. § 4-33-855(b)(2) and (3). Furthermore, the Corporation may not indemnify a Director until twenty (20) days after the effective date of the written notice of --the proposed indemnification to the Attorney General of the State of Arkansas. The Corporation.may pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding in advance of final disposition of the proceeding upon authorization made in accordance with Ark. Code Ann. § 4-33-855 and upon satisfaction of all the conditions prescribed in Ark. Code Lynn. § 4-33-853. SECTION 5. I5URANCE. The Corporation may purchase and maintain insurance on behalf of its Directors and officers to insure against liabilities asserted against or incurred by the Corporation's Directors and officers in that capacity or arising irons their status as Directors and officers, ,vhether or not the Corporation would have the power to indemnify them against -the same liability under the preceding sections of this Article V. SECTION 6. DEFINITIONS. The following definitions apply to the indemnification provisions of this Article V: (a) Proceeding. "Proceeding" means any threatened, pending or completed civil action, suit or proceeding, whether judicial, administrative, or investigative. and whether formal or informal. (b) Liabili . "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding. 6 e (e) Expenses. Indemnification against expenses which is mandated or permitted under this Article V is limited to reasonable expenses, including attorneys' fees, incurred in connection with a proceeding. (d) Ark. Code Ann. All citations in these Bylaws to "Ark. Code Ann." shall refer to the Arkansas Code of 1987 Annotated, as amended from time to time by the Arkansas Legislature. ARTICLE lei. MEMBERSHIP This Corporation shall have Members. There shall be one -class of General Membership. The Members shall not be entitled to vote on any matter concerning the Corporation. The Members shall not be required to pay membership dues to the Corporation. Any individual may become a Member of the Corporation. The addition of new Members shall not require the consent of the Board of Directors. The Corporation shall keep a record of all Members of the Corporation at the principle office of the Corporation. ARTICLE Vill. CONTRACTS, LOANS, CHECKS AND DEPOSITS SEC'T'ION 1. CONTRACTS. The Board of Directors may authorize any officer or officers; agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 2, LOANS. No loans shall be made' by the Corporation to its Directors or officers. Any Directors who vote for or assent to the making of a loan to a Director or officer. . and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the Corporation for the. amount of such loan until repayment thereof in accordance with the provisions of the Arkansas Nonprofit Corporation Act of 1993. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. SecrioN 3. CHECks. DRAFTS, E3 C. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VIII. FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. ARTICLE IX. DIVIDENDS PROHIBITED The Corporation shall not have or issue shares of stock, and no dividend shall be paid and no pari of the income of the Corporation shall be distributed to its Directors or officers. The Corporation may pay compensation in a reasonable amount to its Directors or officers for services rendered, and may reimburse its Directors, officers and employees for expenses incurred in attending to their authorized duties; provided, however, that such expenses shall be evidenced by receipt or other proper document. ARTICLE X. R.,kCIALNONDISCRIMINATION POLICY The Corporation does not and shall not discriminate on the basis of race, color, religion (creed), gender, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and tiring of staff; selection of volunteers and vendors, and provision of scrvicrs.. The Corporation is committed to providing an inclusive and welcoming cnvironment for all members of our staff clients, volunteers, subcontractors; vendors, and clients. The Corporation is an equal opportunity employer, will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran's status, sexual orientation, or gender identity. ARTICLE XI. AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors; provided, 8 i however, that unless the amendments are unanimously adopted by action without a meeting pursuant to Section S of Article U hereof or unless notice is waived, the Corporation shall provide seven (7) days' written notice to the Directors that the amendment will be voted upon at the meeting, and the notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment of the Bylaws, and the notice shall also contain or be accompanied by a copy or a summary of the amendment or state the general nature of the ' amendment. Any amendment must be approved by a majority of the Directors in office at the time the amendment is adopted. SECRETARY'S CERTIFICATEoN FOLLOWING PAGEI CERTIFICATE 1, the undersigned, hereby state and certify that the foregoing is a true, correct and conformed copy of the Amended and Restated Bylaws of The Vault Fayetteville, Inc. duly adopted by the Board of Directors of said organization on the 9"' day of August, 2017, and that the same have not been altered, modified, amended or repealed in any respect and remain in full force and effect on this date. }� *MIHAELJORD , ecretary 10 4 Board of Director's Meeting Minutes 08.162017 - The Vault Fayetteville, Inc. 6:15 PM @ RIOT Office BOARD MEMBERS PRESENT: Chris Baribeau President Nick Hamon Vice President Michael Jordan Treasurer ALSO PRESENT: BOARD MEMBERS ABSENT: OFFICER'S REPORTS: Not applicable BOARD AND COMMITTEE REPORTS: Not applicable NEW BUSINESS: 1. Members appointed Michael Jordan, Treasurer to perform duties of Secretary. 2. Application for liquor license - a. Discussion began to start the process of applying for a liquor license to create a private club for the members of the Fayetteville Arts District. Michael Jordan filed a motion to apply for a liquor license, it was seconded by Chris Baribeau. Nicholas Hamon agreed. b. A vote of the members of the board of directors was taken. The authorization of the Application for Private Club Permit was unanimously approved by a vote of 3 votes in _ favor to -0 votes against. FUTURE DISCUSSION ITEMS: Complete documents required for financing August 16, 2017 Landlord: Tower Square, LLC Tenant: The Vault Fayetteville Inc & Bourbon Bros, LLC Size: Approximately +/- 595 square feet as noted in exhibit A of this LOI Address: 112 West Center Boulevard. Fayetteville, AR 72701 Primary Term: 5 years (60 months) Subletting: Tenant may sublease to any subsidiary or affiliate with Landlord permission. Annual Rent: $22.00/SF. Utilities to be included. Cleaning of common areas and bathrooms to be included in rent Option Term: Two (2) five (5) year options at 3% annual increase per option. Security Deposit: Equal to first month's rent. Maintenance: Tenant shall be responsible for the maintenance that occurs within their leased space only. Tenant Allowance: Landlord shall provide a build out allowance to Tenant of $27,400. Estimated Delivery Date: On or about September 15, 2017 Delivery Condition: See attached exhibit Rent Commencement. The earlier of thirty days after Tenant receives Certificate of Occupancy or 90 days after delivery of space. Signage: Tenant shall be allowed signage for the designated space to be approved by Landlord and City of Fayetteville. Use: The Premises may be used solely for the operation of a bar Guaranty: A personal guaranty for the primary term of the .lease is required. Disclosure: Specialized Real Estate Group represents the Tenant in this transaction. Broker to be paid a commission per separate written agreement. This letter is proposed to reflect the intention of the parties to enter into a lease. However, the parties agree that the terms and conditions set forth herein shall not constitute a final or binding agreement between them until a formal legal document has been prepared and executed by both parties. After your review of this proposal, please contact me should you have any questions or comments. Sincerely, Agreed and Accepted this 16th day of _ August , 2017. Chris Baribeau / The Vault Fayetteville Inc & Bourbon Bros, LLC Title: Manager { ACCESS FROM ALLEY COMMON PATIO ACCESS THROUGH THESE DOORS TO BATHROOMS DURING BUSINESS HOURS TENANT ENTRY DOOR COMMON CORRIDOR COMMON BATHROOMS -- (AVAILABLE FOR USE DURING TENANT'S BUSINESS HOURS) FIRE PUMP ROOM PATIO: 265 SF f f 4 1 i FILED -Arkansas Secretary of State -Mark Martin - Doc#: 8913833001 - Filing#: 811013957 -Fled On: 7/19/2017 -Page(s): 0 Annual Report for Domestic Nonprofit Corporation State of Origin: AR Entity File NumiLer: 81 1 01 3957 Alt Entity Type: DomNonProfitNewCode Entity Name: FAYETTEVILLE ARTS DISTRICT File Date: 2017-07-19 16:36:38 Alt Tax Type: NonProlitCorporation Tax Year: 2017 Filing Signature: MICHAEL JORDAN Is Exempt Organization: Yes Type Of Exam ption: 501 c3 First Name: CHRISTOPHER Middle Name: MICHAEL Last Name: BARIBEAU -Address 1: 120 W. SKYLINE DRIVE City: FAYETTEVILLE State: AR Zip: 72701 Country: USA First Name: CHRISTOPHER Last Name: BARIBEAU Title: Director Address 1: 120 W SKYLINE DRIVE City: FAYETTEVILLE State: AR Zip: 72701 Country: USA First Name: MICHAEL Last Name: JORDAN Title: Director Address 1:2725 N LOXLEY AVE City: FAYETTEVILLE State: AR Zip: 72703 Country: USA First Name: NICHOLAS Last Name: HAMON Title: Director Address 1: 725 E DOGWOOD LANE City: FAYETTEVILLE State: AR Zip: 72701 Country: USA Address 1: 120 W SKYLINE DRIVE City: FAYETTEVILLE State: AR Zip: 72701 Country: USA NORTHWEST ARKANSAS Democrat*"Iazette ..t.. i�... .s,t. F.�_. ,�v;�_ i ?s: 9 �.e..L .. .`r1`�.. ,t.. -i , AFFIDAVIT OF PUBLICATION I Karen Caler, do solemnly swear that I am the Legal Clerk of the Northwest Arkansas Democrat -Gazette, printed and published in Washington County and Benton County, Arkansas, and of bona fide circulation, that from my own personal knowledge and reference to the files of said publication, the advertisement of: CITY OF FAYETTEVILLE ORD. 5994 Was inserted in the Regular Edition on: September 14, 2017 Publication Charges: $ 117.00 LA i r) a_-k� C aQo- Karen Caler Subscribed and sworn to before me This�day of G, 2017. _am b6)el�9 Notary Public if My Commission Expires: �JZfz_� CATHY VVILE uika!]sas • S,�nton County Notary Public (olllrn;; 12397918 r.;j, COMmisSion Expires Feb 20, 2024 **NOTE** Please do not pay from Affidavit. Invoice will be sent. RECEIVED SEP 292017 THE VAULT FAYETTEVILLE, INC.: AN ORDINANCE TO AMEND § 1 l 1.02 DEFINITIONS OF THE FAYETTEVILLE CITY CODE AND APPROVE THE APPLICATION OF MICHAEL DAVID JORDAN, ON BEHALF OF THE VAULT FAYETTEVILLE, INC., FOR A PERMIT TO OPERATE AS A PRIVATE CLUB IN THE CITY OF FAYETTEVILLE AT 112 WEST CENTER STREET, SUITE 13100 WHEREAS, the Arkansas State Code definition of private club was amended to delete "regularly paying annual dues of not less than five dollars ($5.00) per member' from the requirement that a private club "must have not fewer than one hundred (100) members," and; WHEREAS, the Fayetteville City Code should be amended to conform with the State's definition; and WHEREAS, Act 1112 of 2017, which amended the permitting procedure set forth in Ark. Code Ann. § 3-9-222 for private clubs in the State of Arkansas, requires the City Council to approve "by ordinance an application for a permit to operate as a private club" before the applicant can submit the application to the state Alcoholic Beverage Control Division. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby amends § 111.02 Definitions of the Fayetteville City Code by repealing the language "regularly paying annual dues of not less than five dollars ($5.00) per member" from the definition of "Private club." Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves the application of Michael David Jordan, on behalfofThe Vault Fayetteville, Inc., a copy of which is attached to the agenda request form, for a permit to operate as a private club in the City of Fayetteville at 112 West Center Street, Suite 13100.PASSED and APPROVED on 9/5/2017 Approved: Lioneld Jordan, Mayor Attest: Sondra E. Smith, City Clerk Treasurer 74266688 Sept. 14, 2017