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ARTICLES OF INCORPORATION OF THE SOUTHEAST MICHIGAN PUBLIC HISTORICAL MUSEUM AUTHORITY These Articles of Incorporation (“Articles”) are executed and adopted by the County Board of Commissioners for the Charter County of Wayne and the County of Oakland to form a public corporate body pursuant to and in accordance with the Recreational Authorities Act, Act 321, of the Public Acts of 2000, as amended, MCL 123.1133 et seq. (the "Act”). ARTICLE I - Name The name of the Authority is the Southeast Michigan Public Historical Museum Authority (“Authority”). The principal office of the Authority will initially be located at the Oakland County Executive Office Building, located at 2100 Pontiac Lake Road, Waterford Township, MI 48326, Michigan, or at such other location(s) as the Board (as defined herein) shall determine from time to time. ARTICLE II - Participating Municipalities The participating municipalities creating this Authority are the COUNTY OF WAYNE and the COUNTY OF OAKLAND (collectively the “Counties”), each of which are municipal corporations established in accordance with Michigan law, whose respective legislative bodies adopts these Articles of Incorporation pursuant to Section 5 of the Act (MCL 123.1135), and which are designated as the “Participating Municipalities” as defined in accordance with Section 3(i) of the Act (MCL 123.1133(i). ARTICLE III - Purposes The purposes for which the Authority is organized are to: 1. Support the operations, maintenance and improvements of the Charles H. Wright Museum of African American History, the Detroit Historical Museum, Dossin Great Lakes Museum, and other public historical museums located in Oakland and Wayne Counties (“Historical Museums”) as designated by the Board of Directors and the facilities where the Museums operate; 2. Enhance the world-class historical collections, exhibitions and educational programming of the Historical Museums; 3. Contract for historical museum services with historical museum services provider(s) that will provide meaningful and educational experiences involving the appreciation and preservation of history and matters of historical significance; 4. Provide a revenue stream for the operations of Historical Museums; and 5. Engage in any activity and exercise any and all power incidental or necessary for the accomplishment of the purposes of its formation. 1 ARTICLE IV - Board of Directors 1. Appointment and Term of Office. The governing body of the Authority shall be a Board of Directors (the "Board") composed of five (5) voting members appointed as follows: a. County Board of Commissioners Appointees. One (1) member shall be appointed by the Chairperson of the Oakland County Board of Commissioners and one (1) member shall be appointed by the Wayne County Board of Commissioners; b. County Executive Appointees. One (1) member to appointed by each of the County Executives from the respective Counties; and c. Fifth Board Member Appointee. The fifth member shall serve a two-year term, with the first appointment made by the Oakland County Executive. Thereafter, every two (2) years, the appointment authority would rotate between the two county executives. The initial term of the fifth member will conclude on December 31, 2028, at which point, the Wayne County Executive will appoint the fifth member. Thereafter, successive appointees, as appointed by the respective county executive, shall serve two-year terms ending on December 31 of their respective term. d. Term of Office. Except for the initial members and the fifth member appointee, each member shall serve staggered three (3) year terms and may be re-appointed to successive three (3) year terms by the respective appointing authority. The terms of initial Board members shall be as follows: the two (2) appointees of each of the County Board of Commissioners shall serve three (3) year terms ending December 31, 2029; and the two (2) appointees of each of the County Executives shall serve two (2) year terms ending December 31, 2028. Thereafter, successive appointees shall serve three (3) year terms ending on December 31 of their respective term. 2. Alternate Members. Each County Executive and each Board of Commissioners may also appoint alternate member(s) for each of the members appointed pursuant to Section 1 of this Article. An alternative member appointed pursuant to this Section may serve as a voting member of the Authority at any time the primary member is absent or when a vacancy exists in his or her seat on the Board. 3. Qualifications. Members of the Board shall meet the following qualifications: a. For the members appointed by the Wayne County Executive and Wayne County Board of Commissioners, such members shall be residents of the Charter County of Wayne. 2 b. For the members appointed by the Oakland County Executive and Chairperson of the Oakland County Board of Commissioners, such members shall be residents of the County of Oakland. c. The initial fifth board member shall be a resident of Oakland County. Thereafter, the residency of the fifth board member shall rotate between Wayne and Oakland Counties every two (2) years. d. Additional Qualifications. Appointees shall not be: (1) an elected or appointed official or officer of the City of Detroit or an employee of the City Detroit; (2) an owner, officer or employee of the Historical Museums; or (3) an owner, officer or employee of a contractor providing services to the Historical Museums. 4. Removal. Appointed members of the Board, may be removed by the appointing authority for good cause after a public hearing. 5. Vacancies. A vacancy shall occur upon the happening of any of the events set forth in Section 3 of 1846 RS 15, MCL 201.3; resignation of a member or removal by the respective appointing authority. Vacancies shall be filled in the same manner as the original appointment was made and shall be for the period of the unexpired term of the replaced member. 6. Bylaws. The Board may adopt and amend bylaws (“Bylaws”) to govern its procedures and business affairs. 7. Quorum. Not less than three (3) members of the Board shall constitute a quorum for the purpose of conducting business and exercising powers of the Authority. The Board may transact business or take any action consistent with the Act and these Articles with an affirmative vote of not less than three (3) members. 8. Compensation. No member shall receive compensation for services rendered as a member of the Board, except that members of the Board shall be entitled to reimbursement for reasonable expenses, including expenses for travel previously authorized by the Board, incurred by a member in the discharge of his or her duties. 9. Within not more than 30 days following the appointment of the members of the Board, the Board shall meet for the purpose of organizing the Board. The time and place for such initial meeting shall be fixed by consensus of the appointed members of the Board and notice of that meeting shall be served upon all members in the manner provided in these Articles and the Open Meetings Act (OMA), 1976 PA 267, as amended, MCL 15.261 to 15.275. No appointment to the Board and no selection of an officer of the Board shall be deemed to be invalid because it was not made within or at the time specified in these Articles. 10. With respect to the management of the affairs of the Authority, a Board member shall exercise the duties of a fiduciary toward the Authority and shall discharge the duties of his or her position in a nonpartisan manner, in good faith, and with the degree of diligence, 3 care and skill that an ordinarily prudent person would exercise under similar circumstances in a like position. In discharging his or her duties, a Board member, when acting in good faith, may rely upon the opinion of counsel, experts, or advisors retained by the Authority, the report of an independent appraiser selected by the Board, and financial statements of the Authority represented to the Board member to be correct by the person having charge of the Authority's books of account, or stated in a written report prepared by a certified public accountant, or a firm of certificated accountants, to reflect the financial condition of the Authority. ARTICLE V- Officers 1. The Board shall elect a chairperson, secretary, treasurer and other officers it deems appropriate at its first meeting. Except as specifically set forth in these Articles, the qualifications, powers, duties and terms of offices shall be set forth in the Bylaws. At any time when Bylaws are not adopted, officers shall serve a term of one-year or until their successors are elected. The administrative functions of the Authority may be rotated between the Counties. All records and books of the Authority will be maintained by Oakland County unless the Bylaws specify otherwise. 2. The Chairperson of the Board shall preside at all meetings of the Board. The Chairperson shall, under the direction of the Board, have the power, on behalf of the Board, to perform all acts, execute and deliver all documents and take all steps that the Chairperson may deem necessary or advisable in order to effectuate the actions and policies of the Board. 3. The Secretary shall keep the minutes of all meetings of the Board and committees. The Secretary shall do and perform such other duties as may be fixed by or incidental to these Articles or Bylaws, or as may be from time to time assigned by the Board. 4. The Treasurer shall perform all acts incidental to the position of treasurer as fixed by or incidental to these Articles or the Bylaws or as may be from time to time assigned by the Board. ARTICLE VI – Powers and Duties 1. The Authority shall be a public body corporate with the power to sue and be sued in any court of this State of Michigan and is an Authority under Section 6 of Article IX of the Michigan Constitution of 1963. 2. The Authority shall have all powers necessary to carry out the purposes of its formation and all things incidental to carrying out the purposes of its formation, including those powers specified by the Act and these Articles. The enumeration of specific powers shall not be construed as a limitation on the general powers of the Authority. 3. The Authority may contract for historical museum services with a historical museum services provider to provide services to the Historical Museums. “Historical museum services” means the operation, maintenance and improvements of Historical Museums that are open to the general public within the Territory of the Authority. 4 4. The Authority may levy a tax of not more than 0.2 mill for a period of not more than 10 years on all of the taxable property within the Counties for the purpose of providing revenue to Historical Museums. 5. Millage Revenue Distribution .The Authority shall disburse all funds, received from the unit of government collecting a tax levied by the Authority, net of any reasonable and necessary budgetary amounts required for the Authority administration (the intent being that the costs of administering the Authority not be borne by the Participating Municipalities while not diverting Authority revenues to purposes other than those of the Authority), as follows: a. First, Oakland and Wayne Counties will each receive a “Discretionary Amount” to support public historical museums located in Oakland and Wayne Counties (each a “County”) as further provided in sub-paragraph d of this Section 5. The Discretionary Amount that each County will receive annually will equal nine percent (9%) multiplied by the sum of the funds actually received by the Authority from units of government in each County collecting the tax levied by the Authority after deducting any amount captured in that County by tax increment financing districts located in that County; b. Next, the net remaining funds will be apportioned and distributed by the Authority as follows: i. Sixty percent (60%) to support the City of Detroit owned public museum known as the Charles H. Wright Museum of African American History by contract between the Authority and the Museum of African American History, a Michigan nonprofit corporation, and ii. Forty percent (40%) to support the City of Detroit owned public museums known as Detroit Historical Museum and the Dossin Great Lakes Museum by contract between the Authority and the Detroit Historical Society, a Michigan nonprofit corporation. c. The Authority will distribute all funds received from a unit of government collecting a tax levied by the Authority within ten (10) business days of receipt, apportioned as provided above. d. Each County will establish policies and procedures, so that Oakland County awards the annual Discretionary Amount it receives to public historical museums other than the museums identified in sub-paragraph (b) of this Section 5 (“Other Public Museums”) located in Oakland County and that Wayne County awards the annual Discretionary Amount it receives to Other Public Museums located in Wayne County. All Discretionary Amounts must be distributed as required under applicable Michigan law and Oakland and Wayne Counties shall consider the preferences and benefits offered to residents as provided in Section 12 of the Act (MCL 123.1142). The Authority and/or Counties may contract or enter into such other agreements between themselves and/or with one or more historical museum 5 service providers to effectuate the distribution of the Discretionary Amount. Notwithstanding the foregoing, either County may make annual distributions of the Discretionary Amount it receives to the museums identified, and as allocated between those museums, in sub-paragraph (b) of this Section 5. e. No millage revenue shall be used to pay for deferred maintenance of a public historical museum that was accrued prior to the adoption of these Articles but may be used for other purposes set forth in these Articles. 6. The Authority’s contract with the historical museum services provider shall include preferences or community benefits for the residents of the Counties who voted on and approved the tax levied by the Authority. Preferences or community benefits include, but are not limited to: a. Free general admission for county residents; b. Free tours, programming and transportation in support of schools and senior citizens; c. Curriculum support, continuing education, and enrichment opportunities for teachers; d. Direct support for local history programming through collaboratively developed exhibitions and neighborhood-based programming at recreation centers, senior centers, summer schools, and other community sites; and e. Financial and professional support for local historical organizations. 7. The Authority may contract for or retain professional services or enter into contracts incidental or necessary for the accomplishment of the Act. 8. The Authority shall reimburse all governmental units for actual costs incurred in the election of a tax levied by the Authority, as required by the Act. 9. The Authority shall not obtain interest in real property. 10. The Authority shall not participate in the governance of the Historical Museums. 11. The Board shall obtain an audit of the Authority, and shall report on the audit and auditing procedures, as provided by Sections 6 to 13 of the Uniform Budgeting and Accounting Act, 1968 PA 2, MCL 141.426 to 141.433. The audit shall also be in accordance with generally accepted government auditing standards as promulgated by the United States General Accounting Office and shall satisfy federal regulations relating to federal grant compliance audit requirements. 12. The Authority shall prepare budgets and appropriations acts in the manner provided by Sections 14 to 19 of the Uniform Budgeting and Accounting Act, 1968 PA 2, MCL 141.434 to 141.439. 6 13. If the Authority ends a fiscal year in a deficit condition, it shall file a financial plan to correct the deficit condition in the same manner as provided in Section 21(2) of the Glenn Steil State Revenue Sharing Act of 1971, 1971 PA140, MCL 141.921. 14. The Board may authorize funds of the Authority to be invested or deposited in any investment or depository authorized under Section 1 of 1943 PA 20, MCL 129.91. 15. The Authority shall conduct its business at public meetings held in compliance with the Open Meetings Act, 1976 PA 267, MCL 15.261 et seq. 16. Writings prepared, owned or used by the Authority in the performance of an official function shall be made available in compliance with the Freedom of Information Act, 1976 PA 442, MCL 15.231 et seq. ARTICLE VII – Amendments to the Articles of Incorporation These Articles of Incorporation may be amended by adoption of a resolution approving the amendment by the affirmative vote of the members of the each of Board of Commissioners of the Counties. ARTICLE VIII – Publication and Filing These Articles or amendments to these Articles shall be published not less than once in a newspaper generally circulated within the Territory of the Participating Municipalities, prior to adoption by each Board of Commissioners of the Counties. The County Clerks from each county shall endorse the Articles and any amendments to the Articles, as required by the Act. Upon adoption of these Articles or amendments to these Articles a printed copy of the Articles or amendments thereto shall be filed with the Michigan Secretary of State as set forth in the Act. ARTICLE IX – Dissolution and Withdrawal from Authority; Adding Participating Municipalities The Authority shall dissolve, at the conclusion of the term (as provided in Article X) or by operation by law. The Authority may not be dissolved, nor may a Participating Municipality withdraw during the period for which the Authority has been authorized to levy a tax. A non-participating municipality that desires to be included in the Territory of the Authority, may join the Authority upon a vote of the majority of the electors of that municipality proposing to be included in the Territory of the Authority by voting on the question to approve the tax that the Authority has been authorized to levy. ARTICLE X – Term and Effectiveness In the event that a ballot proposal on the question of whether to levy a tax on all property within the Territory of the Authority is not approved by a majority of the electors in each of Counties at the general election held on November 3, 2026, the term of the Authority shall end, 7 unless the Counties by resolution re-authorize and extend the term of the Authority. In the event that a ballot proposal on the question of whether to levy a tax on all property within the Territory of the Authority is approved by a majority of the electors in each of the Counties at the general election held on November 3, 2026, and unless the Counties by resolution re-authorize and extend the term of the Authority, the term of existence of the Authority shall be the greater of ten (10) years or the period for which the Authority has been authorized to levy a tax, or until terminated in accordance with these Articles or by operation of law. The Authority established by these Articles shall not seek a renewal of the tax levy during the period for which the Authority has been authorized to levy a tax, unless the Counties by resolution re-authorize and extend the term of the Authority. These Articles shall become effective, and the Authority shall become operative upon filing with the Michigan Secretary of State. ARTICLE XI - Miscellaneous 1. These Articles may be executed in one or more counterparts, each of which shall be deemed an original. 2. The captions in these Articles are for convenience only and shall not be considered as part of these Articles or in any way limiting or amplifying the terms and provisions hereof. 3. These Articles have been adopted by the Participating Municipalities, as evidenced by the resolutions adopted by the Boards of Commissioners of each Participating Municipalities, attached hereto, and the endorsement of the clerk of each municipality as required by Section 5 (4) of the Act. 8 I, Cathy M. Garrett, Wayne County Clerk, in accordance with Section 5(4) of the Act, being MCL 123.1135(4), endorse , the foregoing Articles of Incorporation that were adopted by the Resolution of the Wayne County Board of Commissioners, Wayne County, Michigan, at a meeting duly held on _____ day of July 2026. COUNTY OF WAYNE By: ____________________________ Date: Cathy M. Garrett Wayne County Clerk I, Lisa Brown, Oakland County Clerk/Register of Deeds, in accordance with Section 5(4) of the Act, being MCL 123.1135(4), endorse , the foregoing Articles of Incorporation that were adopted by the Resolution of the Oakland County Board of Commissioners, Oakland County, Michigan, at a meeting duly held on _____ day of July 2026.. COUNTY OF OAKLAND By: ____________________________ Date: Lisa Brown Oakland County Clerk/Register of Deeds