BY-LAWS

FULL CIRCLE ARTS CO-OP, INC.

ARTICLE I

Meetings of Directors

Section 1. The Board of Directors shall meet at least annually, without notice, for the purpose of electing officers of the Corporation for the ensuing year and of transacting such other business as properly may come before the meeting. Annual meetings of the Directors shall be held the second Monday of February each year, beginning in the year 1994, at such hour and at such place within or without the State of Indiana as shall be designated by the President or the Board of Directors of the Corporation, and specified in the notice of said meeting. In the absence of designation, the meeting shall be held at the principal office of the Corporation. If the day fixed for any annual meeting of the Directors shall fall on a legal holiday, then such annual meeting shall be held on the first following day that is not a legal holiday.

Section 2. Special meetings of the Directors of the Corporation may be called at any time by the President of the Corporation or any three (3) directors of the Corporation. Such meeting shall be held at such time and place, within or without the State of Indiana, as shall be specified by the caller or callers of the meeting in the notice thereof.

Section 3. A written notice, stating the place, day, and hour of any meeting of the Directors, and in the case of a special meeting the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary of the Corporation or by the persons calling the meeting, to each Director at least ten (10) days before the date of the meeting. Such notice, if mailed, shall be mailed, postage prepaid, to each Director at his or her post office address as the same appears upon the records of the Corporation. Notice of Directors’ meetings may be waived in writing by any Director or by his or her proxy, if authorized to do so, if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Each Director who has in the manner above provided waived notice o a Directors’ meeting or who personally or by proxy attends a Directors’ meeting shall be conclusively presumed to have been given due notice of such meeting.

Section 4. At all meetings of Directors of the Corporation, those in attendance in person or by proxy shall constitute a quorum. Any meeting of Directors, including annual and special meetings or any adjournments thereof, may be adjourned to a later date although less than a quorum be present.

Section 5. At all meetings of Directors, all questions shall be determined by a majority vote of the shares present in person or represented by proxy at the meetings.

Section 6. A Director may vote either in person or by proxy, executed in writing by the Director or by a duly authorized attorney-in-fact. Proxies may be limited to a particular meeting or may be general and authorize the person named in the proxy to represent the Director at any meeting of Directors held within the time specified therein. No proxy shall be valid after eleven months from the date of execution unless a longer time is expressly provided therein. Any proxy may authorize the person named therein to receive or to waive notice of any Directors’ meeting within the effective period of such proxy. Such proxy shall be lodged with the Secretary.

Section 7. Any or all of the members of the Board of Directors may be removed, without cause, at a meeting of the Directors called expressly for that purpose, by a vote of the holders of a majority of the Directors. No Director shall be removed without cause during the course of his or her term of office except as provided in this Section.

Section 8. Any action required or permitted to be taken at any meeting of Directors may be taken without a meeting if, prior to such action, a written consent is filed with the minutes of the proceedings of the Directors.

Section 9. The current edition of Robert’s Rules of Order will govern the conduction of business at all meetings. The acting Parliamentarian shall be the final authority on all disputes of parliamentary procedure. In the absence or inability of an elected Parliamentarian or Assistant Parliamentarian, the acting Chair shall serve as Parliamentarian.

ARTICLE II

Directors

Section 1. The business of the Corporation shall be managed by a Board of Directors consisting of no less than six (6) and no more than nine (9) Directors. The term of the Directors shall be one year and the Director or Directors shall hold office until their respective successors have been elected and qualified. Any vacancy occurring in the Board of Directors, from whatever cause arising, shall be filled by selection of a successor by a majority vote of the remaining members of the Board of Directors (although less than a quorum), the term of which successor shall extend until the next annual or special meeting of the Directors. If such vacancy or vacancies leaves the Board of Directors with no members or if the vote of the remaining members of the Board shall result in a tie, such vacancy may be filled by a vote of the shareholders at a special meeting called for that purpose. The Directors and each of them shall have no authority to bind the Corporation except when acting as a Board.

Section 2. A majority of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of any business and the act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Articles of Incorporation of the Corporation.

Section 3. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board and such consent is filed with the minutes of the proceedings of the Board.

Section 4. If at any time the Board of Directors consists of six (6) or more members, the Board may, by resolution adopted by a majority of the actual number of Directors elected and qualified, designate not fewer than three (3) Directors, who shall include the President, to constitute an Executive Committee that shall have and may exercise all the powers of the Board, except as prohibited by the Indiana Not for Profit Corporation Act, as amended, the Corporation’s Articles of Incorporation or these By-Laws. The President shall be the Chair of the Executive Committee. The Board shall have power to change the members of the Executive Committee, other than the President, at any time, either with or without cause, to fill vacancies in such membership and to discharge the Executive Committee, either with or without cause, at any time. The Executive Committee is restricted to only convening in the event of and on the date of a meeting of the Board of Directors that has failed to constitute a quorum.

ARTICLE III

Officers

Section 1. The officers of the Corporation shall consist of the President, the Secretary, and the Treasurer. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers or assistant officers as the Board of Directors may from time to time determine by resolution creating the office and defining the duties thereof. The officers shall be elected by the Board of Directors and need not be selected from among the members of the Board of Directors, except for the President, who shall be a member of such Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. Except in the filling of vacancies or newly created offices, all officers shall be elected at the annual meeting of the Board of Directors held after the annual meeting of the shareholders, and each officer, whenever elected, shall, subject to the provisions of Section 2, hold office until the next annual meeting of the Board of Directors and until his or her successor shall have been elected and qualified.

Section 2. The Board of Directors, by a majority vote of said Board, may remove any officer, with or without cause. Vacancies in such offices, however occurring, may be filled by a majority vote of the Board at any meeting of the Board.

Section 3. The President of the Corporation shall have and may exercise all of the powers and duties usual to that office. The President of the Corporation shall serve as Chair of the Board of Directors.

Section 4. Each Vice President, if any, shall have such powers and perform such duties as the Board of Directors may, from time to time, prescribe and as the President may, from time to time, delegate to him or her.

Section 5. The Treasurer shall perform all of the duties customary to that office, including the duty of supervising the keeping of the records of the receipts and disbursements of the Corporation. He or she shall submit to the Board of Directors at the annual meeting and at such other times as the Board may require full statements showing in detail the financial condition and affairs of the Corporation. He or she shall give such bond, if any, for the faithful performance of his duties as the Board of Directors may require.

Section 6. In the absence or inability of the Treasurer, the Assistant Treasurer, if any, shall perform only such duties as are herein or specifically assigned to him or her, in writing, by the Board of Directors or the President of the Corporation.

Section 7. The Secretary shall be the custodian of the books, papers, and the records of the Corporation and of its corporate seal. He or she shall keep the minutes of the meetings of the shareholders and of the Board of Directors and enter the same in the minute book of the Corporation. He or she shall perform all of the other duties usual in the office of Secretary of a corporation.

Section 8. In the absence or inability of the Secretary, the Assistant Secretary, if any, shall perform only such duties as are provided herein or specifically assigned to him or her in writing, by the Board of Directors or the President of the Corporation.

Section 9. The Board of Directors may, at its discretion, from time to time, fix the salary of any officer by resolution placed of record in the minutes.

Section 10. The Parliamentarian of the Corporation shall serve as advisor to the Board of Directors on those matters regarding procedure and order at meetings of the Board of Directors. The Parliamentarian shall serve as advisor to the Board of Directors on those matters concerning bylaws and/or parliamentary procedure. The Parliamentarian shall be knowledgeable of the bylaws and parliamentary procedure as determined by the current edition of Robert’s Rules of Order.

Section 11. In the absence or inability of the Parliamentarian, the Assistant Parliamentarian, if any, shall serve in his or her place.

ARTICLE IV

Checks

All checks, drafts, or other orders for the payment of money shall be signed in the name of the Corporation by such officers or persons as shall be designated from time to time by resolution adopted by the Board of Directors and states of record in the Minute Book of the Corporation.

ARTICLE V

Loans

Such of the officers of the Corporation as shall be designated from time to time by any resolution adopted by the Board of Directors and states of record in the Minute Book shall have the power, with such limitations thereon as may be fixed by the Board of Directors, to borrow money in the Corporation’s behalf, to establish credit, to discount bills and papers, to pledge collateral, and to execute such notes, bonds, debentures, or other evidences of indebtedness, and such mortgages, trust indentures and other instruments in connection therewith, as may be authorized from time to time by such Board.

ARTICLE VI

Execution of Documents

The President and Secretary shall, in the corporation’s name, sign all deeds, leases, contracts, or similar documents that may be authorized by the Board of Directors unless otherwise directed by the Board of Directors or otherwise provided herein or in the Corporation’s Articles of Incorporation, or as otherwise required by law.

ARTICLE VII

Seal

The corporate seal of the Corporation shall, if the Corporation elects to have on, be in the form of a disc, with the words “FULL CIRCLE ARTS CO-OP, INC.” and “INDIANA” on the periphery thereof and the “SEAL” in the center.

ARTICLE VIII

Relevant Law and Accounting

Section 1. The provisions of the Indiana Not For Profit Corporation Act, as amended, applicable to all matters relevant to, but not specifically covered by, these By-Laws are herby, by reference, incorporated in and made a part of these By-Laws.

Section 2. The fiscal year of the Corporation shall end at such time as the Directors shall determine by preparing and submitting the first federal income tax return off the Corporation.

ARTICLE IX

Amendments

These By-Laws may be rescinded, changed, or amended at any regular or special meeting of the Board of Directors if a notice or waiver of notice for said meeting shall have stated the sections of the By-Laws proposed to be rescinded, changed, or amended.

ARTICLE X

Adoption

These articles are hereby adopted by resolution of the Board of Directors of Full Circle Arts Co-op, Inc. on this ______ day of ______________________, 2008.

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Director Director

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Director Director

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Director Director

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Director Director

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Director