The co-op is named Ellafair Artists, referred to in this Charter and in all CIS documentation as Ellafair or the Co-op.

The visual arts are recognized within this Charter as a distinct creative discipline with a specific economic characteristic that separates them from performance, culinary, and other cultural categories: the work outlasts its production. A performance is consumed once and disappears. A meal is consumed once and disappears. A painting, a sculpture, a photograph, a ceramic object enters the life of its owner and persists. Every sale is a durable cultural transaction, a transfer of meaning that continues to generate value, conversation, and identity long after the purchase date.

This durability creates a different commercial logic. Visual artists do not sell experiences; they sell objects. The demand question for Ellafair Artists is therefore different from the demand question for other CIS proposers: not whether residents will attend an event, but whether they will buy the work. The incubation is structured to answer that question through a sequence of escalating transactions, from admission to exhibition to direct acquisition, measuring at each stage whether Duncanville's audience is moving toward purchase behavior.

The Foundation recognizes Ellafair Artists' member artists as cultural producers whose commercial success generates measurable economic activity at the precise site of cultural experience, and whose graduation to a permanent commercial gallery would constitute documented evidence of sustainable arts demand in Duncanville.

The central strategic question Ellafair Artists exists to answer is: Can a commercial art gallery be sustained in Duncanville?

The CIS does not assume the answer is yes. It does not assume the answer is no. It provides the measurement infrastructure to find out. Ellafair Artists will generate three categories of evidence during the incubation period:

These three data categories, collected under the CIS measurement framework, will produce the evidence base needed to support a graduate commercial gallery placement, a municipal arts investment argument, or a documented conclusion that gallery viability requires additional market development before permanent placement is warranted.

Ellafair Artists is an incubated initiative of the Duncanville Arts Foundation, operating under the Foundation's Cultural Investment Strategy Version 2.0, effective May 1, 2026. Ellafair Artists is not a separately incorporated legal entity during the incubation period. It operates as an organized co-op cohort within the Foundation's five-stage pipeline, subject to all governing provisions of the CIS and the Foundation's Bylaws.

The Co-op's status as an incubated initiative does not confer organizational independence from the Foundation. Legal, financial, and operational accountability rests with the Foundation during the incubation period. Graduation from incubation, as defined in Article VIII, may confer independent status upon satisfaction of all graduation criteria.

Ellafair Artists exists to accomplish the following:

Ellafair Artists' incubation period begins May 1, 2026, the CIS effective date, and extends through April 30, 2028, the conclusion of the Foundation's 24-month operating horizon. The founding meeting, at which this Charter is ratified, occurs at the Duncanville Arts Foundation, 202 W. Center Street, Suite 101, Duncanville, Texas 75116.

The Duncanville Arts Foundation serves as the incubating organization. The Foundation provides the following resources to Ellafair Artists during the incubation period at no cost to member artists:

In exchange for incubation resources, member artists accept the following obligations:

Founding members are Duncanville-area visual artists who ratify this Charter at the founding meeting. Ellafair Artists is established with a founding membership of three to seven artists working across disciplines including painting, drawing, printmaking, photography, sculpture, ceramics, and mixed media. Founding member names are recorded in Schedule A, attached to this Charter.

To be eligible for Ellafair Artists membership during the incubation period, an artist must satisfy all of the following criteria:

New members may be admitted during the incubation period upon approval by a majority vote of the Organizing Membership and concurrence of the Foundation's Founding Executive Director. Admission of new members does not reset the incubation timeline. New members enter the pipeline at whatever stage the Ellafair Cohort has reached at the time of admission and complete remaining workshop requirements on an expedited basis as determined by the Foundation.

Each member artist holds the following rights during the incubation period:

Members who fail to fulfill the obligations specified in Article II, Section 2.3, including failure to complete required workshops, failure to provide exhibition-ready work, or failure to execute a Data-Sharing Agreement, may be removed from the Co-op by majority vote of the Organizing Membership after written notice and a 14-day cure period. Removal does not constitute removal from the Foundation's general pipeline; the artist may reapply as an individual proposer.

Ellafair Artists is governed during the incubation period by its Organizing Membership, consisting of one designated representative from each member artist. The Foundation's Founding Executive Director participates in all Organizing Membership meetings in a non-voting advisory capacity, reflecting the Foundation's accountability as incubating organization.

The Organizing Membership elects the following officers from among its voting members at the founding meeting. Officers serve one-year terms and may be re-elected once during the incubation period.

The Organizing Membership meets monthly during the incubation period. Meetings may be held in person at the Duncanville Arts Foundation, 202 W. Center Street, Suite 101, or by video conference. A quorum requires a majority of member representatives. Decisions are made by majority vote of members present and in quorum.

Certain decisions require concurrence of the Foundation's Founding Executive Director during the incubation period. These include any matter affecting the Co-op's standing in the CIS pipeline, validation gate decisions, exhibition scheduling at Arts Junction, and data-sharing agreements with third parties. This concurrence requirement reflects the Foundation's legal accountability as incubating organization and expires upon graduation.

Ellafair Artists operates under the CIS's governing financial discipline: 100% of projected activation costs must be pre-committed before any activation proceeds. This requirement is absolute. The Foundation makes no exceptions. Activations that do not achieve 100% pre-commitment do not proceed, regardless of partial progress, external circumstances, or member advocacy.

For Ellafair Artists activations, 100% pre-commitment is defined as follows:

Validation campaigns run for 30 days per the CIS standard. Campaign milestones:

Ellafair Artists' primary activation format is the curated gallery exhibition, a ticketed evening event at Arts Junction presenting original work by member artists with all work available for purchase. Exhibitions are the Co-op's signature programming vehicle and the primary instrument through which purchase behavior data is generated.

Each exhibition is designed as a sequential step in the gallery sustainability inquiry. Admission pricing, exhibition format, and work pricing are calibrated per activation to test specific audience and market hypotheses, with findings reported in post-activation CII Scorecards and Purchase Behavior Supplements.

Ellafair Artists participates in the CIS five-workshop curriculum as a dedicated Co-op cohort, with workshops adapted to the commercial realities of visual arts exhibition and sales:

All Ellafair Artists activations at Arts Junction comply with the following standards derived from CIS v2.0. The Foundation provides venue access and operational infrastructure. The Co-op is responsible for curatorial decisions, exhibition installation, and artist representation during activation events.

Each Ellafair Artists activation receives a CII Scorecard issued by the Foundation within 21 days of activation. The CII scores the activation on five standard factors: Pre-Commitment Achievement (30%), Duncanville Resident Share (25%), Substitution Signal (20%), Repeat Participation (15%), and Adjacent Business Lift (10%).

In addition to the standard CII Scorecard, each Ellafair Artists activation receives a Purchase Behavior Supplement issued simultaneously. This supplement is specific to the gallery sustainability inquiry. It reports:

At the conclusion of the incubation period, or at the point of graduation review, the Foundation will issue a Gallery Sustainability Assessment based on the cumulative Purchase Behavior Supplements. The assessment addresses whether sufficient local collector demand has been demonstrated, whether average transaction values support a permanent gallery financial model, whether repeat acquisition data indicates collector habit formation, and whether substitution data indicates Duncanville residents are redirecting art acquisition spending from out-of-city galleries to local sources.

The Gallery Sustainability Assessment is not a guarantee of commercial viability. It is a documented evidence-based conclusion that either supports or does not support the case for permanent gallery placement. Regardless of the outcome, it constitutes a public record available to the Arts Commission, the Duncanville Community and Economic Development Corporation, and future investors considering arts-related commercial development in Duncanville.

Each member artist executes a Data-Sharing Agreement with the Foundation prior to the Co-op's first validation campaign, authorizing the Foundation to collect and publish aggregated transaction data, including Purchase Behavior Supplement data, in non-attributable form. Individual artist sales data is not published independently.

Ellafair Artists becomes a candidate for graduation from incubation upon satisfying all of the following criteria:

The graduation goal of Ellafair Artists is a permanent, sustainable visual arts presence in Duncanville. Upon satisfying graduation criteria, the Co-op pursues one or more of the following pathways in consultation with the Foundation:

No action taken by Ellafair Artists, its Organizing Membership, its officers, or any member artist acting on behalf of the Co-op may violate any applicable federal, state, or local law or regulation. Any proposed action that would constitute or facilitate a violation of law is void and of no effect, regardless of how it was adopted or by whom it was proposed.

No action taken by Ellafair Artists may violate the Bylaws of the Duncanville Arts Foundation. In any conflict between a provision of this Charter and the Foundation's Bylaws, the Foundation's Bylaws govern. The Foundation's Founding Executive Director holds authority to void any Co-op action that conflicts with the Foundation's Bylaws during the incubation period, and such determination is final.

This Charter may be amended by a two-thirds supermajority vote of the Organizing Membership and concurrence of the Foundation's Founding Executive Director. Proposed amendments must be circulated in writing to all Organizing Membership members at least 14 days before the vote. No amendment may conflict with the provisions of CIS v2.0, applicable law, or the Foundation's Bylaws. In the event of conflict between this Charter and CIS v2.0, the CIS governs.

Amendments to CIS v2.0 made by the Foundation during the incubation period automatically apply to Ellafair Artists. The Foundation will notify the Ellafair Organizing Membership of any material CIS amendments within 30 days of adoption. This Charter is updated by reference to reflect CIS amendments without requiring a separate Charter amendment vote.

Ellafair Artists may be voluntarily dissolved during the incubation period by a two-thirds supermajority vote of the Organizing Membership and concurrence of the Foundation's Founding Executive Director. Upon voluntary dissolution, any Co-op-level assets are transferred to the Foundation. Individual member artists retain their independent status in the CIS pipeline and may reapply as individual proposers.

The Foundation may dissolve Ellafair Artists' incubated status for cause, including sustained failure to achieve pre-commitment validation across two consecutive validation attempts, material breach of this Charter or CIS v2.0, or loss of membership below two participating artists. Dissolution for cause requires written notice from the Foundation with a 30-day remediation period before dissolution takes effect.

Dissolution of the Co-op does not terminate individual member artists' relationships with the Foundation. Member artists retain all workshop portfolio credentials, CII Scorecard data, Purchase Behavior Supplement records, and access to the Foundation's pipeline as individual proposers. The Foundation retains all aggregated Ellafair data, including the Gallery Sustainability Assessment record, for inclusion in its annual report and public dashboard.

The co-op is named Ellafair Artists, referred to in this Charter and in all CIS documentation as Ellafair or the Co-op.

The visual arts are recognized within this Charter as a distinct creative discipline with a specific economic characteristic that separates them from performance, culinary, and other cultural categories: the work outlasts its production. A performance is consumed once and disappears. A meal is consumed once and disappears. A painting, a sculpture, a photograph, a ceramic object enters the life of its owner and persists. Every sale is a durable cultural transaction, a transfer of meaning that continues to generate value, conversation, and identity long after the purchase date.

This durability creates a different commercial logic. Visual artists do not sell experiences; they sell objects. The demand question for Ellafair Artists is therefore different from the demand question for other CIS proposers: not whether residents will attend an event, but whether they will buy the work. The incubation is structured to answer that question through a sequence of escalating transactions, from admission to exhibition to direct acquisition, measuring at each stage whether Duncanville's audience is moving toward purchase behavior.

The Foundation recognizes Ellafair Artists' member artists as cultural producers whose commercial success generates measurable economic activity at the precise site of cultural experience, and whose graduation to a permanent commercial gallery would constitute documented evidence of sustainable arts demand in Duncanville.

The central strategic question Ellafair Artists exists to answer is: Can a commercial art gallery be sustained in Duncanville?

The CIS does not assume the answer is yes. It does not assume the answer is no. It provides the measurement infrastructure to find out. Ellafair Artists will generate three categories of evidence during the incubation period:

These three data categories, collected under the CIS measurement framework, will produce the evidence base needed to support a graduate commercial gallery placement, a municipal arts investment argument, or a documented conclusion that gallery viability requires additional market development before permanent placement is warranted.

Ellafair Artists is an incubated initiative of the Duncanville Arts Foundation, operating under the Foundation's Cultural Investment Strategy Version 2.0, effective May 1, 2026. Ellafair Artists is not a separately incorporated legal entity during the incubation period. It operates as an organized co-op cohort within the Foundation's five-stage pipeline, subject to all governing provisions of the CIS and the Foundation's Bylaws.

The Co-op's status as an incubated initiative does not confer organizational independence from the Foundation. Legal, financial, and operational accountability rests with the Foundation during the incubation period. Graduation from incubation, as defined in Article VIII, may confer independent status upon satisfaction of all graduation criteria.

Ellafair Artists exists to accomplish the following:

Ellafair Artists' incubation period begins May 1, 2026, the CIS effective date, and extends through April 30, 2028, the conclusion of the Foundation's 24-month operating horizon. The founding meeting, at which this Charter is ratified, occurs at the Duncanville Arts Foundation, 202 W. Center Street, Suite 101, Duncanville, Texas 75116.

The Duncanville Arts Foundation serves as the incubating organization. The Foundation provides the following resources to Ellafair Artists during the incubation period at no cost to member artists:

In exchange for incubation resources, member artists accept the following obligations:

Founding members are Duncanville-area visual artists who ratify this Charter at the founding meeting. Ellafair Artists is established with a founding membership of three to seven artists working across disciplines including painting, drawing, printmaking, photography, sculpture, ceramics, and mixed media. Founding member names are recorded in Schedule A, attached to this Charter.

To be eligible for Ellafair Artists membership during the incubation period, an artist must satisfy all of the following criteria:

New members may be admitted during the incubation period upon approval by a majority vote of the Organizing Membership and concurrence of the Foundation's Founding Executive Director. Admission of new members does not reset the incubation timeline. New members enter the pipeline at whatever stage the Ellafair Cohort has reached at the time of admission and complete remaining workshop requirements on an expedited basis as determined by the Foundation.

Each member artist holds the following rights during the incubation period:

Members who fail to fulfill the obligations specified in Article II, Section 2.3, including failure to complete required workshops, failure to provide exhibition-ready work, or failure to execute a Data-Sharing Agreement, may be removed from the Co-op by majority vote of the Organizing Membership after written notice and a 14-day cure period. Removal does not constitute removal from the Foundation's general pipeline; the artist may reapply as an individual proposer.

Ellafair Artists is governed during the incubation period by its Organizing Membership, consisting of one designated representative from each member artist. The Foundation's Founding Executive Director participates in all Organizing Membership meetings in a non-voting advisory capacity, reflecting the Foundation's accountability as incubating organization.

The Organizing Membership elects the following officers from among its voting members at the founding meeting. Officers serve one-year terms and may be re-elected once during the incubation period.

The Organizing Membership meets monthly during the incubation period. Meetings may be held in person at the Duncanville Arts Foundation, 202 W. Center Street, Suite 101, or by video conference. A quorum requires a majority of member representatives. Decisions are made by majority vote of members present and in quorum.

Certain decisions require concurrence of the Foundation's Founding Executive Director during the incubation period. These include any matter affecting the Co-op's standing in the CIS pipeline, validation gate decisions, exhibition scheduling at Arts Junction, and data-sharing agreements with third parties. This concurrence requirement reflects the Foundation's legal accountability as incubating organization and expires upon graduation.

Ellafair Artists operates under the CIS's governing financial discipline: 100% of projected activation costs must be pre-committed before any activation proceeds. This requirement is absolute. The Foundation makes no exceptions. Activations that do not achieve 100% pre-commitment do not proceed, regardless of partial progress, external circumstances, or member advocacy.

For Ellafair Artists activations, 100% pre-commitment is defined as follows:

Validation campaigns run for 30 days per the CIS standard. Campaign milestones:

Ellafair Artists' primary activation format is the curated gallery exhibition, a ticketed evening event at Arts Junction presenting original work by member artists with all work available for purchase. Exhibitions are the Co-op's signature programming vehicle and the primary instrument through which purchase behavior data is generated.

Each exhibition is designed as a sequential step in the gallery sustainability inquiry. Admission pricing, exhibition format, and work pricing are calibrated per activation to test specific audience and market hypotheses, with findings reported in post-activation CII Scorecards and Purchase Behavior Supplements.

Ellafair Artists participates in the CIS five-workshop curriculum as a dedicated Co-op cohort, with workshops adapted to the commercial realities of visual arts exhibition and sales:

All Ellafair Artists activations at Arts Junction comply with the following standards derived from CIS v2.0. The Foundation provides venue access and operational infrastructure. The Co-op is responsible for curatorial decisions, exhibition installation, and artist representation during activation events.

Each Ellafair Artists activation receives a CII Scorecard issued by the Foundation within 21 days of activation. The CII scores the activation on five standard factors: Pre-Commitment Achievement (30%), Duncanville Resident Share (25%), Substitution Signal (20%), Repeat Participation (15%), and Adjacent Business Lift (10%).

In addition to the standard CII Scorecard, each Ellafair Artists activation receives a Purchase Behavior Supplement issued simultaneously. This supplement is specific to the gallery sustainability inquiry. It reports:

At the conclusion of the incubation period, or at the point of graduation review, the Foundation will issue a Gallery Sustainability Assessment based on the cumulative Purchase Behavior Supplements. The assessment addresses whether sufficient local collector demand has been demonstrated, whether average transaction values support a permanent gallery financial model, whether repeat acquisition data indicates collector habit formation, and whether substitution data indicates Duncanville residents are redirecting art acquisition spending from out-of-city galleries to local sources.

The Gallery Sustainability Assessment is not a guarantee of commercial viability. It is a documented evidence-based conclusion that either supports or does not support the case for permanent gallery placement. Regardless of the outcome, it constitutes a public record available to the Arts Commission, the Duncanville Community and Economic Development Corporation, and future investors considering arts-related commercial development in Duncanville.

Each member artist executes a Data-Sharing Agreement with the Foundation prior to the Co-op's first validation campaign, authorizing the Foundation to collect and publish aggregated transaction data, including Purchase Behavior Supplement data, in non-attributable form. Individual artist sales data is not published independently.

Ellafair Artists becomes a candidate for graduation from incubation upon satisfying all of the following criteria:

The graduation goal of Ellafair Artists is a permanent, sustainable visual arts presence in Duncanville. Upon satisfying graduation criteria, the Co-op pursues one or more of the following pathways in consultation with the Foundation:

No action taken by Ellafair Artists, its Organizing Membership, its officers, or any member artist acting on behalf of the Co-op may violate any applicable federal, state, or local law or regulation. Any proposed action that would constitute or facilitate a violation of law is void and of no effect, regardless of how it was adopted or by whom it was proposed.

No action taken by Ellafair Artists may violate the Bylaws of the Duncanville Arts Foundation. In any conflict between a provision of this Charter and the Foundation's Bylaws, the Foundation's Bylaws govern. The Foundation's Founding Executive Director holds authority to void any Co-op action that conflicts with the Foundation's Bylaws during the incubation period, and such determination is final.

This Charter may be amended by a two-thirds supermajority vote of the Organizing Membership and concurrence of the Foundation's Founding Executive Director. Proposed amendments must be circulated in writing to all Organizing Membership members at least 14 days before the vote. No amendment may conflict with the provisions of CIS v2.0, applicable law, or the Foundation's Bylaws. In the event of conflict between this Charter and CIS v2.0, the CIS governs.

Amendments to CIS v2.0 made by the Foundation during the incubation period automatically apply to Ellafair Artists. The Foundation will notify the Ellafair Organizing Membership of any material CIS amendments within 30 days of adoption. This Charter is updated by reference to reflect CIS amendments without requiring a separate Charter amendment vote.

Ellafair Artists may be voluntarily dissolved during the incubation period by a two-thirds supermajority vote of the Organizing Membership and concurrence of the Foundation's Founding Executive Director. Upon voluntary dissolution, any Co-op-level assets are transferred to the Foundation. Individual member artists retain their independent status in the CIS pipeline and may reapply as individual proposers.

The Foundation may dissolve Ellafair Artists' incubated status for cause, including sustained failure to achieve pre-commitment validation across two consecutive validation attempts, material breach of this Charter or CIS v2.0, or loss of membership below two participating artists. Dissolution for cause requires written notice from the Foundation with a 30-day remediation period before dissolution takes effect.

Dissolution of the Co-op does not terminate individual member artists' relationships with the Foundation. Member artists retain all workshop portfolio credentials, CII Scorecard data, Purchase Behavior Supplement records, and access to the Foundation's pipeline as individual proposers. The Foundation retains all aggregated Ellafair data, including the Gallery Sustainability Assessment record, for inclusion in its annual report and public dashboard.