The Goodwood — Bylaws

NON-PROFIT BYLAWS OF THE GOODWOOD FESTIVAL

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Colorado and the Articles of

Incorporation of The GoodWood Festival. In the event of a direct conflict between the herein contained provisions of these

Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Colorado, said Non-Profit Corporation Act shall be

the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of

Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1 - NAME

The legal name of the Non-Profit Corporation/Organization shall be known as The GoodWood Festival, and shall herein be

referred to as the "Corporation/Organization."

ARTICLE 2 - PURPOSE

The general purposes for which this Corporation/Organization has been established are as follows:

The purpose for which the Non-Profit Corporation/Organization is formed is set forth in the attached Articles of Incorporation.

The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501(c) (3)Organization of the

Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code.

The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit

organization by the laws of the State of Colorado and as may be necessary or expedient for the administration of the affairs

and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization

participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under

Section 501(c) of the Internal Revenue Code of 1986 (the "Code"), such as certain political and legislative activities.

ARTICLE 3 - OFFICES

The principal office of the Corporation/Organization shall be located at 20161 Hwy 266, Rocky Ford, Colorado 81067.

The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or

as the affairs of the Corporation/Organization may find a need for from time to time, provided that any permanent change of

address for the principal office is properly reported as required by law.

ARTICLE 4 - DEDICATION OF ASSETS

The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No

part of the net earnings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the

benefit of any person or any member, director, or officer of this Corporation/Organization. On liquidation or dissolution, all

remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization

dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.

ARTICLE 5 - BOARD OF DIRECTORS

General Powers and Responsibilities

The Corporation/Organization shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers,

privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of

Colorado. The Board shall establish policies and directives governing business and programs of the Corporation/Organization

and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws,

authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 8 members, but no fewer than one (1) Board members. The number of Board members may be

increased beyond 8 members by the affirmative vote of a simple majority of the then-serving Board of Directors. A Board

member need not be a resident of the State of Colorado.

In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board

may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including

voting power, as the other directors.

Board Compensation

The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure

complies with Sections relating to "Contracts Involving Board Members and/or Officers" as stipulated under these Bylaws,

nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any

other capacity and receiving compensation for services rendered.

Board Elections

The Governance Committee, if created, shall present nomination for new and renewing Board members in January.

Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are

made and voted on. New and renewing Board members shall be approved by a simple majority of those Board members at a

Board meeting at which a quorum is present. If no Governance Committee is created, then this duty shall fall upon another

committee created for that purpose or upon the Board of Directors.

Term of Board

All appointments to the Board shall be for a term of one (1) year. No person shall serve more than 20consecutive terms unless

a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member

to 2 additional year(s). No person shall serve more than 25 consecutive years. After serving the maximum total number of

consecutive years on the Board, a member may be eligible for reconsideration as a Board member after 1 year has passed

since the conclusion of such Board member's service.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

a) The death, resignation, or removal of any director;

b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound

mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a

duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has

missed 3 consecutive meetings of the Board of Directors, or a total of 4 meetings of the Board during any one calendar

year;

c) An increase in the authorized number of directors; or

d) The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect

the full authorized number of directors.

The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any

director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing

in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice to the chair of the Board,

the president of Corporation/Organization, the secretary of Corporation/Organization, or the Board of Directors, unless the

notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor

may be designated to take office when the resignation becomes effective. Unless the Attorney General of Colorado is first

notified, no director may resign when the Corporation/Organization would then be left without a duly elected director in charge

of its affairs.

Any vacancy on the Board may be filled by simple majority of the directors then in office, whether or not the number of

directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of

directors shall have the effect of removing any director before that director's term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation

Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary

of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt

thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation

shall not be necessary to make it effective.

Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote

of a simple majority of then-serving Board members.

Meetings

The Board's regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the

Board or any 5 regular Board members may call a special meeting of the Board with 10 days' written notice provided to each

member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The

person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted,

so long as it is a reasonable place to hold any special meeting of the Board.

Minutes

The Secretary shall be responsible for the recording of all minutes of each meeting of the Board in which business

shall be transacted in such order as the Board may determine from time to time. However, if the Secretary is

unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the

individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the

Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member

via either regular mail, hand delivered, emailed, or faxed within 30 business days after the close of each Board meeting.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board,

may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members.

The number of directors in office must constitute a quorum for an action taken by written consent. Such consent shall be

placed in the minute book of the Corporation/Organization and shall have the same force and effect as a vote of the Board

taken at an actual meeting. The Board members' written consent may be executed in multiple counterparts or copies, each of

which shall be deemed an original for all purposes.

Quorum

At each meeting of the Board of Directors or Board Committees, the presence of 5 persons shall constitute a quorum for the

transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the

vote of the Chair of the Board shall be the deciding vote. The act of the majority of the Board members serving on the Board

or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees,

unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum

is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until

a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board

Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members

participating in the meeting.

Voting

Each Board member shall only have one vote.

Proxy

Board Member Attendance

An elected Board Member who is absent from 3 consecutive regular meetings of the Board during a fiscal year shall be

encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Board may

deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the Chair, to have resigned

from the Board.

ARTICLE 6 - OFFICERS

Officers and Duties

The Board shall elect officers of the Corporation/Organization which shall include a President (Executive Director), a

Secretary, a Treasurer (Chief Financial Officer), and such other officers as the Board may designate by resolution. The same

person may hold any number of offices. In addition to the duties in accordance with this Article, officers shall conduct all other

duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by

these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the

Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the

rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the

rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the

Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President,

and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the

Corporation/Organization under any contract to which said officer is a part thereof. All resignations shall become effective

upon the date on which the written notice of resignation is received or at any time later as may be specified within the

resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be

required to make the resignation effective.

Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be

filled in accordance with the herein prescribed Bylaws for regular appointments to such office. The compensation, if any, of the

officers shall be fixed or determined by resolution of the Board of Directors.

Chair of the Board (Chief Executive Officer)

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and

Executive Committee. The Chair of the Board is authorized to execute, in the name of the Corporation/Organization, any and

all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the

Corporation/Organization, except when required by law that the President's signature must be provided.

President (Executive Director)

It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of the

Corporation/Organization, subject to the control, advice and consent of the Board of Directors. The President shall keep the

Board of Directors completely informed, shall freely consult with them in relation to all activities of the

Corporation/Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended.

The Board of Directors may place the President under a contract of employment where appropriate. The President shall be

empowered to act, speak for, or otherwise represent the Corporation/Organization between meetings of the Board. The

President shall be responsible for the hiring and firing of all personnel and shall be responsible for keeping the Board informed

at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the

Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of the

Corporation/Organization, to execute in the name of the Corporation/Organization all contracts and other documents

authorized either generally or specifically by the Board to be executed by the Corporation/Organization, and to negotiate any

and all material business transactions of the Corporation/Organization.

Vice President

In the absence of the President, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the

Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be

subject to all of the restrictions on, the President.

Secretary

The Secretary, or his/her designee, shall be the custodian of all records and documents of the Corporation/Organization,

which are required to be kept at the principal office of the Corporation/Organization, and shall act as secretary at all meetings

of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall

attend to the giving and serving of all notices of the Corporation/Organization and shall see that the seal of the

Corporation/Organization, if any, is affixed to all documents, the execution of which on behalf of the Corporation/Organization

under its seal is duly authorized in accordance with the provisions of these bylaws.

Treasurer (Chief Financial Officer)

It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and

accurate accounts of all the properties and business transactions of the Corporation/Organization, including accounts of its

assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in

financial statements.

The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as

may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds

of the Corporation/Organization, as may be ordered by the Board of Directors, and shall render to the Chair of the Board,

President, and directors, whenever they request it, an account of all the Treasurer's transactions as treasurer and of the

financial condition of the Corporation/Organization.

The Treasurer shall give the Corporation/Organization a bond, if so requested and required by the Board of Directors, in the

amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer's office

and for restoration to the Corporation/Organization of all its books, papers, vouchers, money and other property of every kind

in the Treasurer's possession or under the Treasurer's control upon the Treasurer's death, resignation, retirement, or removal

from office. The Corporation/Organization shall pay the cost of such a bond.

ARTICLE 7 - COMMITTEES

Committees of Directors

The Board of Directors may, from time to time, and by resolution adopted by a majority of the directors then in office provided

that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the

extent of the powers specifically delegated in the resolution of the Board or in these Bylaws. Each such committee shall

consist of at least one (1) director, and may also include persons who are not on the Board but whom the directors believe to

be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of

Directors may not have any non-director members. The Board may designate one or more alternative members of any

committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate

members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The

Board of Directors may also designate one or more advisory committees that do not have the authority of the Board.

However, no committee, regardless of Board resolution, may:

a) Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the

Board if this were a membership vote.

b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the

Board.

c) Fix compensation of the directors serving on the Board or on any committee.

d) Amend or repeal the Articles of Incorporation or Bylaws or adopt new bylaws.

e) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.

f) Appoint any other committees of the Board of Directors or their members.

g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale,

lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than

in the usual and regular course of its business; or revoke any such plan.

h) Approve any self-dealing transaction, except as provided pursuant to Law.

Unless otherwise authorized by the Board of Directors, no committee shall bind the Corporation/Organization in a contract or

agreement or expend Corporation/Organization funds.

Meetings and Actions of Committees

Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article

7 - Committees of these Bylaws, concerning meetings and actions of the directors with such changes in the context of those

bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that

the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution

of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special

meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings

of the committee. Minutes shall be kept for each meeting of any committee and shall be filed with the

Corporation/Organization records. The Board of Directors may adopt rules not consistent with the provisions of these Bylaws

for the governance of any committee.

If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee

must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of the

Corporation/Organization whom the director believes to be reliable and competent in the matters presented, or (c) counsel,

independent accountants, or other persons as to matters which the director believes to be within that person's professional or

expert competence.

Executive Committee

Pursuant to Article 7 - Committees, the Board may appoint an Executive Committee composed of a minimum ofo ne (1)

director, to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the

Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the

Corporation/Organization between meetings of the Board, provided, however, that the Executive Committee shall not have

the authority of the Board in reference to those matters enumerated in Article 7 - Committee of Directors. The Secretary of the

Corporation/Organization shall send to each director a summary report of the business conducted in any meeting of the

Executive Committee.

Communications and Public Relations Committee

If created, a Communications Committee shall handle all matters that relate to communicating with donors, stakeholders and

others. This Committee shall also oversee all newsletters, official communications, social media platforms, online presence

and contacts with the media.

Fundraising Committee

The Board, at its sole discretion, may create a Fundraising Committee which shall ensure and contribute well-planned

fundraising initiatives for the Company/Organization. In addition this Committee shall identify potential sources of funds, take

an active role in enhancing the Board's awareness of fundraising opportunities, explore opportunities for enhanced public

relations and fundraising, and provide an annual review of the performance of the Organization's fundraising plan.

ARTICLE 8 - STANDARD OF CARE

General

A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the

Board on which the director may serve, in such a manner as the director deems to be in the best interest of the

Corporation/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in

a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or

statements, including financial statements and other financial data, in each case prepared or presented by:

a) One or more officers or employees of the Corporation/Organization whom the director deems to be reliable and

competent in the matters presented;

b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such

person's professional or expert competence; or

c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which

committee the director deems to merit confidence,

so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the

circumstances, and without knowledge that would cause such reliance to be unwarranted.

Except as herein provided in Article 8 - Standard of Care, any person who performs the duties of a director in accordance with

the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director,

including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to

which the Corporation/Organization, or assets held by it, are dedicated.

Loans

The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or

officer, unless approved by the Colorado Attorney General; provided, however, that the Corporation/Organization may

advance money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated

to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be

reimbursed for such expenses absent that advance.

Conflict of Interest

The purpose of the Conflict of Interest policy is to protect the Corporation/Organization's interest when it is contemplating

entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might

otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable

state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not

intended as an exclusive statement of responsibilities.

Restriction on Interested Directors

Not more than 75% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An

interested person is (1) any person currently being compensated by the Corporation/Organization for services rendered to it

within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise,

excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor, descendent, spouse,

brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the

provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial

interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed

transaction or arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the

interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The

remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the

Board shall then proceed with the following actions:

a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or

report the individual shall be excused while the Board discusses the information and/or material presented and then

votes on the transaction or arrangement proposed involving the possible conflict of interest.

b) The Chair of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to

investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with

reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to

a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a

conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or

arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and

reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this

determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of

interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an

opportunity to explain the alleged failure to disclose.

If, after hearing the interested person's explanation, and after making further investigation as may be warranted in

consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or

possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

a) The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an

actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a

conflict of interest was present, and the Board's decision as to whether a conflict of interest in fact existed.

b) The names of the persons who were present for discussions and any votes relating to the transaction or arrangement,

the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of

any vote taken in connection with the proceedings.

Acknowledgement of Conflict of Interest Policy

Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement

which affirms that such person:

a) Has received a copy of the conflict of interest policy;

b) Has read and understands the policy;

c) Has agreed to comply with the policy; and

d) Understands that the Corporation/Organization is charitable, and in order to maintain its federal tax exemption, it must

engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Violation of Loyalty - Self-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between this Corporation/Organization and one or more of its

Directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the

Directors has a material financial interest ("Interested Director"), or (ii) between this Corporation/Organization and a

corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said selfdealing

shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said

Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the selfdealing

contract, if:

a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract

is approved by the Interested Director in good faith (without including the vote of any membership owned by said

Interested Director(s));

b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of

Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the

vote of the Interested Director(s)—and the contract is just and reasonable as to the Corporation/Organization at the

time it is authorized, approved, or ratified; or

c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the selfdealing

contract sustains the burden of proving that the contract was just and reasonable as to the

Corporation/Organization at the time it was authorized, approved, or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a

committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this

section.

Indemnification

To the fullest extent permitted by law, the Corporation/Organization shall indemnify its "agents," as described by law, including

its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs,

executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably

incurred by them in connection with any "proceeding," and including any action by or in the right of the

Corporation/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation

Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled

apart from this Article.

The Corporation/Organization shall have the power to purchase and maintain insurance on behalf of any agent of the

Corporation/Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent

in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 9 - EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate Instruments

The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other

person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except

when otherwise provided by law, and such execution or signature shall be binding upon the Corporation/Organization.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the

Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the

Corporation/Organization, other corporate/organization instruments or documents, memberships in other

corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed,

signed, and/or endorsed by the Judy Campbell.

All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in

special accounts of the Corporation/Organization, shall be signed by such person or persons as the Board of Directors shall

authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of

indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors.

Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may

enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.

ARTICLE 10 - RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation andB ylaws

as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual

information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent

required by law.

Maintenance and Inspection of Other Corporate Records

The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the

proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by

the Board and committees of the Board, or in the absence of such designation, at the principal office of the

Corporation/Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either

in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office,

each officer, employee, or agent of the Corporation/Organization shall turn over to his or her successor or the Chair of the

Board or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts

or other property of the Corporation/Organization as have been in the custody of such officer, employee, or agent during his

or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind

and the physical properties of the Corporation/Organization and each of its subsidiary corporations/organizations. The

inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of

documents.

Preparation of Annual Financial Statements

The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles. Such

statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting

standards. The Corporation/Organization shall make these financial statements available to the Colorado Attorney General

and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.

Reports

The Board shall ensure an annual report is sent to all directors within 30 days after the end of the fiscal year of the

Corporation/Organization, which shall contain the following information:

a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.

b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c) The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the

fiscal year.

d) The information required by the Non-Profit Corporation Act concerning certain self-dealing transactions involving more

than $50,000.00 or indemnifications involving more than $10,000.00 which took place during the fiscal year.

The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the

certificate of an authorized officer of the Corporation/Organization that such statements were prepared without audit from the

books and records of the Corporation/Organization.

ARTICLE 11 - FISCAL YEAR

The fiscal year for this Corporation/Organization shall end on December 31.

ARTICLE 12 - AMENDMENTS AND REVISONS

These Bylaws may be adopted, amended, or repealed by a simple majority of the directors then in office. Such action is

authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting

forth the proposed bylaw revisions with explanations therefore, is given in accordance with these Bylaws. If any provision of

these Bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be

altered, amended or repealed by that greater vote.

ARTICLE 13 - CORPORATE/ORGANIZATION SEAL

The Board of Directors may adopt, use, and alter a corporate/organization seal. The seal shall be kept at the principal office

of the Corporation/Organization. Failure to affix the seal to any corporate/organization instrument, however, shall not affect

the validity of that instrument.

ARTICLE 14 - CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit

Corporation Act as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of

the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural

number includes the singular, and the term "person" includes a Corporation/Organization as well as a natural person. If any

competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and

possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent

manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, Judy Campbell, certify that I am the current elected and acting Secretary of the Corporation/Organization, and the above

Bylaws are the bylaws of this Corporation/Organization as adopted by the Board of Directors on August 1, 2023, and that they

have not been amended or modified since the date above.

ARTICLES OF INCORPORATION OF The GoodWood Festival

ARTICLE I

NAME

The name of this corporation is The GoodWood Festival, hereafter "Corporation". The principal office or headquarters for the

transaction of business shall be located at 20161 Highway 266, Rocky Ford, located within the County of Otero and State of

Colorado. The The GoodWood Festival shall have and shall continuously maintain corporation status in the State of Colorado

as a registered office and agent.

ARTICLE II

DURATION

The period of duration is perpetual.

ARTICLE III

PURPOSE

The purpose for which this Corporation is organized is to engage in any such lawful act and/or activity under the General Law

of Colorado other than the banking business, trust company business or the practice of a profession not permitted to be

incorporated by and pursuant to the Colorado Corporations Statute.

ARTICLE IV

REGISTERED OFFICE/AGENT

The street address of the initial registered office is 20161 Highway 266, Rocky Ford, Colorado 81067. The name of the initial

registered agent at said address is Judy Campbell.

ARTICLE V

ARTICLE VI

INDEMNIFICATION

The Corporation does hereby indemnify any and all Directors, Officers, employees, Incorporators and/or Shareholders of the

corporation from any and all liability with regard to the corporation and the business of the corporation, unless the person

fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the corporation, or

as otherwise provided under applicable Colorado State Corporation Statute.

ARTICLE VIII

CORPORATE GOVERNANCE

All other matters regarding the Corporation's rules of corporate governance are contained within the Corporation's bylaws.

IN WITNESS WHEREOF, for the purpose of forming this Corporation under the laws of the State of Colorado, we the

undersigned, constituting the Incorporators of this Corporation, have executed these Articles of Incorporation on August 1, 2023.