Don Soffer Aventura High School Foundation Inc. Board of Directors Meeting Agenda - January 27, 2020 0t \\
DON SOFFER
AAVENTURA
HIGH SCHOOL
Don Soffer Aventura High School Foundation, Inc.
Board of Directors
Meeting Agenda
January 27, 2020 at 5:30 p.m.
Government Center—5th Floor Executive Conference Room
19200 West Country Club Drive, Aventura, FL 33180
1. Call to Order/Roll Call
2. Opening Remarks
• City Manager Ronald J. Wasson
• DSAHS Principal David McKnight
3. Election of Officers
• Chair Person
• Vice Chair Person
• Secretary
• Treasurer
4. Presentation of Sunshine Law, Public Records Law, and Ethics Laws
by Robert Meyers, Esq. (Weiss Serota Helfman Cole & Bierman)
5. Review of Foundation Documents
• Articles of Incorporation
• Draft By-Laws
6. Other Business
• Meeting Dates
7. Public Comments
8. Adjournment
This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990,all persons who are disabled
and who need special accommodations to participate in this meeting because of that disability should contact the Office of the
City Clerk, 305-466-8901, not later than two days prior to such proceeding. One or more members of the City of Aventura
Commission and/or Advisory Boards may be in attendance. Agenda items may be viewed online at cityofaventura.com or upon
request to the Office of the City Clerk at(305)466-8901 or ehorvath@cityofaventura.com.
ARTICLES OF INCORPORATION
OF
DON SOFFER AVENTURA HIGH SCHOOL FOUNDATION,INC.
The undersigned incorporator, desiring to form a not-for-profit corporation under the
provisions of Chapter 617 of the laws of the State of Florida, does hereby establish the following
Articles of Incorporation(the"Articles"):
ARTICLE I
Name and Principal Address
The name of this corporation shall be DON SOFFER AVENTURA HIGH SCHOOL
FOUNDATION, INC. (the "Corporation"), and its principal office is located at do Mr. Ronald J.
Wasson, City Manager, City of Aventura, 19200 West Country Club Drive, Aventura, Florida
33180.
ARTICLE II
Seal and Corporate Nature
The seal of this Corporation shall contain the words "Don Soffer Aventura High School
Foundation, Inc., a corporation not-for-profit." This is a Florida non-profit corporation pursuant to
Chapter 617,Florida Statutes,the Florida Not For Profit Corporation Act,as amended.
ARTICLE III
Term and Commencement
The Corporation shall have perpetual existence unless dissolved in accordance with these
Articles and applicable law. Corporate existence shall commence with the filing of these Articles
with the Secretary of State of Florida.
ARTICLE IV
Purpose
This Corporation is organized and shall operate exclusively for educational, cultural and
charitable purposes as evidenced by conducting or supporting activities for the benefit of or to carry
out the purposes of the Don Soffer Aventura High School Foundation,Inc.,but limited in all events
to exempt purposes described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended; and this Corporation may engage in only such activities permitted under the laws of the
State of Florida and the United States of America as shall constitute activities in furtherance of such
exempt purposes. The Corporation is a non-profit corporation organized to provide a broad source
of community support for the Don Soffer Aventura High School (the"High School"), a municipal
charter school which is owned by the City of Aventura, Florida (" City"). No part of the assets or
the net earnings of the Corporation shall be distributed to any officer, director, member or any
private person.
ARTICLE V
Functions, Powers and Restrictions
5.1. Functions:
It is expected that the Corporation will provide fundraising activities for the High School.
The site on which the High School is located and the High School itself will be owned by the City.
The Corporation shall be responsible for raising funds for various purposes of the High School,
including High School operations, capital improvements and technological and safety
enhancements.
5.2. Powers:
The Corporation may exercise all powers granted to a not-for-profit corporation under the
laws of the State of Florida. These powers include,but are not limited to:
a. To use the proceeds of donations, grants or other funding in the exercise of its powers
and purposes;and
b. To do any and all lawful acts and things which may be necessary, useful or proper for
the furtherance or attainment of all of the purposes or powers of the Corporation;
provided, however, that the Corporation may not exercise any power in such a manner
as would disqualify the Corporation for exemption from income tax under Section
501(c)(3) of the Internal Revenue Code, as amended, or the corresponding provision of
any future United States Internal Revenue Law.
In exercising its powers, the Corporation shall consider the advice and input from the High
School principal and the City Commission.
5.3. Restrictions:
Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws of the
Corporation,the Corporation shall be restricted as follows:
a. No part of the net earnings of the Corporation shall inure to the benefit of any director,
officer or other associate or representative of the Corporation or any private individual
(except that reasonable compensation may be paid for services rendered to or for the
Corporation in effecting one or more of its purposes), and no director, officer or private
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individual shall be entitled to share the distribution of the Corporation's assets upon
dissolution of the Corporation;
b. The Corporation shall not carry on any other activities not permitted to be undertaken
by: (i) a corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code, as amended, or the corresponding provisions of any future
United States Internal Revenue Law, or (ii) a corporation to which contributions are
deductible under Section 170(c)(2) of the Internal Revenue Code, as amended, or the
corresponding provisions of any future United States Internal Revenue Law;
c. The Corporation shall not, except to an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the purposes of this Corporation;and
d. The Corporation shall not be operated for profit.
ARTICLE VI
Board of Directors
The Board of Directors is responsible for the direction and control of all matters pertaining
to the Corporation. In addition to the fundraising activities, the Board of Directors may have an
advisory role as to the grant of naming rights at the High School pursuant to procedures and duties
established from time to time by the City Commission of the City ("City Commission"), and
subject to compliance with Agreements entered into by the City.
6.1. Members of Board of Directors:
The affairs of the Corporation shall be managed by the Board of Directors, consisting of
at least five (5) persons, all of whom shall serve without compensation. A majority of the
Directors must be residents of the City.
6.2. Election and Terms of Directors:
The number of Directors shall be fixed at each annual meeting but shall not be reduced in
such manner as to affect the existing term of any Director and may be increased as described
herein. The number so fixed may be increased or decreased (subject to approval of the City
Commission) within the limits specified in Section 6.1 at any regular meeting of the Board of
Directors or at any special meeting of the Board of Directors called for that purpose.
6.3. Appointment of Directors:
Subject to the provisions contained herein, the members of the City Commission shall
initially nominate five (5) or seven (7) members of the Board of Directors. All appointments to
the Board of Directors shall be subject to approval by a majority of the City Commission.
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6.4. Qualifications of Directors
It is an essential goal of the Corporation that as much funds as possible be raised or pledged
for the High School. As such, the members of the Board of Directors are encouraged to devote
time, professional knowledge, personal influence, personal resources and/or a combination
thereof to attain the goals of the Corporation and shall be selected by reason of their abilities to
do the following:
a. To provide and secure financial support for the activities of the Corporation. The
skills and/or resources of the Directors are vital to the financial well-being of the
Corporation. Also, Directors, because they have great standing in the community, may
greatly influence individuals, corporations, foundations and government agencies to
provide financial support.
b. To volunteer their specialized business expertise, advice and guidance to working
committees when needed.
c. To spearhead and to reinforce all community and public relations work of the
Corporation.
6.5. Term of Directors:
Each of the Directors shall serve for a term of one (1) year. All Directors shall be
permitted to serve an unlimited number of terms. The Chair Person and Vice Chair Person shall
be permitted to serve one full term in such capacity, and may serve additional terms subject to the
discretion of the Board of Directors.
6.6. Filling of Vacancies:
Upon the occurrence of any vacancies of a Director, the City's Mayor, with the
affirmative vote of the City Commission, shall designate a replacement to fill such vacancy.
Each person selected to fill such vacancy shall hold office for the unexpired term of his/her
predecessor in office.
6.7. Resignations:
Any Director may resign from his/her office at any time by delivering his/her resignation
in writing to the Chair Person and Vice Chair Person of the Corporation, and the acceptance of
such resignation, unless required by the terms thereof, shall not be necessary to make such
resignation effective.
6.8. Removal of Directors:
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Any Director may be removed by the affirmative vote of the City Commission, provided
such Director has been given prior notice that the subject of his/her removal will be presented to
the City Commission at a duly noticed meeting.
ARTICLE VII
Meetings of Board of Directors
7.1. Meetings of Board of Directors:
Every meeting of persons who are Directors of the Corporation at which there is a
quorum shall be a meeting of the Board of Directors, and except as otherwise provided herein,
any action taken at such meeting shall be the action of the Board of Directors in so far as such
action is authorized by law.
7.2. Minutes:
Action taken at meetings of the Board of Directors shall be recorded in minutes. Such
minutes need not distinguish between the different types of meetings in which action is taken.
7.3. Annual Meeting, Other Meetings:
The Annual Meeting for the election of officers and for the transaction of such other
business as may properly come before the Directors shall be held on such day in the month of
September or October in each year at such time and place as the Board of Directors shall
determine and specify in the notice of meeting.
The Board of Directors shall meet on a monthly basis or as often as necessary to attend to
the business of the Corporation.
7.4. Regular Meetings:
Regular meetings, at which any action taken shall be action only of the Board of
Directors, shall be held on such days,times, and places as the Board of Directors shall determine.
7.5. Special Meetings:
Special meetings shall be called at any time by the Secretary, upon the request of the
Chair Person or upon the written demand, of any three Directors.
7.6. Time and Place of Meetings:
All meetings shall be held at such time and place within the City as may from time to
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time be fixed by the Board of Directors or, in the case of regular meetings, as may be fixed by the
Chair Person or the Secretary and, in the case of annual meetings and special meetings, as may be
designated in the respective notices or waivers of notice thereof.
7.7. Waiver of Notice:
No notice of the time, place or purpose of any meeting of the Corporation or of any
meeting of the Board of Directors, or any publication thereof, whether prescribed by law, or by
these Articles of Incorporation,need be given to any person who attends such meeting, or who, in
writing, executed either before or after the holding thereof, waives such notice and such
attendance or waiver shall be deemed equivalent to notice.
7.8. Quorum and Voting:
A majority of the Directors shall constitute a quorum for the transaction of business by
the Directors, and whenever any corporate action is to be taken by vote of the Directors, it shall,
except as otherwise required herein or by law, be authorized by a majority of the votes cast at a
meeting of Directors. Except as otherwise provided by law or by these Articles of Incorporation,
the affirmative vote of at least three (3) Directors shall be the act of the Board,and in the absence
of a quorum,the Board shall take an adjournment until a quorum shall be present.
Subject to compliance with the provisions of the Florida Government in the Sunshine
Law which would apply to a government agency, any one or more Directors may participate in a
meeting of the Board by means of conference telephone or similar communications equipment
allowing all persons participating in a meeting to hear each other at the same time.
7.9. Presumption of Assent:
No Director may abstain from voting except for an asserted conflict of interest, which
must be stated on the record. A Director who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have assented to the action
taken unless he/she votes against such action or abstains from voting because of an asserted
conflict of interest.
7.10. Attendance Requirements:
The Secretary shall maintain a record of attendance of the Directors at the regularly
scheduled Board meetings. At any time the Secretary fmds that a Director has failed to attend
three (3) consecutive regularly scheduled meetings or half of all regular meetings in a twelve-
month period (a Director shall be deemed absent for this purpose if he or she is not present for at
least three-quarters of the meeting),the Secretary shall so advise the Chair Person and the Board.
Participation by conference telephone or similar communications equipment shall be credited as
attendance The Directors (other than the member reported for such failure to attend meetings)
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may remove such non-attending member from the Board by the affirmative vote of a majority of
all such Directors other than the non-attending member.
7.11. Financial Disclosure:
Directors shall file the same Florida Financial Disclosure Statements required of
municipal officers.
7.12. The Sunshine Law:
The Board of Directors shall comply with Florida Government in the Sunshine Law in the
conduct of all its meetings to the same extent as if it were an elected body.
7.13. Public Records Act:
The Corporation shall comply with Florida Public Records Act as if it were a
governmental agency.
7.14 Annual Audit:
The Board of Directors shall provide for an annual audit of the funds and accounts of the
Corporation.
ARTICLE VIII
Election of Officers
8.1. Election of Officers:
At the first meeting and at each annual meeting of the Board of Directors, the Board of
Directors shall elect a Chair Person, Vice Chair Person, Secretary and a Treasurer, all of whom
shall be Directors. The Board may also appoint one or more Assistant Secretaries and Assistant
Treasurers, who need not be Directors. Officers of the Corporation shall serve without
compensation. An Officer which has been bestowed an office by the Board may be removed
from office by the affirmative vote of the Board, provided such Officer has been given the right
to a hearing prior to his/her removal from office.
8.2. Duties of Officers:
a. Chair Person:
The Chair Person shall preside at all meetings of members of the Board of Directors. The
Chair Person shall have such other duties as may be fixed by the Board of Directors.
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b. Vice Chair Person:
The Vice Chair shall have such duties as may be fixed by the Board of Directors. In the
Chair's absence, the Vice Chair Person shall preside at meetings of members of the Board of
Directors.
c. Secretary:
The Secretary shall keep a record in permanent form of all meetings of the Board and
shall send out notices of all meetings of the Board of Directors. In the Chair Person and Vice
Chair Person's absence,the Secretary shall preside at meetings of members of the Board of
Directors.
d. Treasurer:
The Treasurer shall have the responsibility for the custody and investment of all funds
and assets of the Corporation and shall hold and disburse them in accordance with the
instructions of the Board of Directors. Handling of funds shall be subject to fiscal controls
required by the City Manager. The Treasurer shall insure that all monies belonging to the
Corporation are deposited in such banks as the City Commission shall designate, said monies to
be deposited to the account of the Don Soffer Aventura High School Foundation, Inc. The
Treasurer shall insure that true books of accounts are kept and shall make such reports as are
required by the Board or the Chair Person. Said books shall at all times be open to inspection by
any of the Directors. The Treasurer shall be bonded. The Treasurer shall serve as Chair Person of
the Finance Committee, if any. In the event of the Chair Person, Vice Chair Person and
Secretary's absence, the Treasurer shall preside at meetings of members of the Board of
Directors.
ARTICLE IX •
Miscellaneous Provisions
9.1. Staff Functions:
Staff shall perform the day-to-day operations of the Corporation and such duties and
personnel shall be pursuant to a plan provided by the City Manager and approved by the City
Commission.
9.2. Startup Costs:
The City shall initially grant to the Corporation an amount not to exceed Five Thousand
and No/100 Dollars($5,000.00)to be used for the initial startup costs of the Corporation.
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9.3. Execution of Corporate Instruments:
The Board of Directors may designate the officers and agents who shall have authority to
execute any instrument on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument arises in the ordinary course of the Corporations activities, or has
been authorized without specification of the executing officers, any two of the officers may
execute the same in the name and behalf of the Corporation and may affix the corporate seal
thereto. No person holding more than one office shall execute, acknowledge or verify an
instrument in more than one capacity.
9.4. Depositories:
All monies, securities and other valuables of the Corporation shall be deposited in the
name of the Corporation in such banks, trust companies, or corporate safe deposit vaults as the
City Manager from time to time shall designate for such purposes, and shall be withdrawable
only by check or orders signed by the personal signature of such officers or agents as may be
designated from time to time by the City Manager and the Treasurer of the Corporation. At least
two signatures shall be required on all such checks or orders.
9.5. Indemnification of Officers and Directors:
Each person who acts as a Director or Officer of the Corporation shall be indemnified by
the Corporation against any costs and expenses which may be imposed upon or reasonably
incurred by him/her in connection with any action, suit or proceeding in which he/she may be
named as a party defendant by reason of his/her being or having been such Director or Officer, or
by reason of any action alleged to have been taken or omitted by him/her in either such capacity;
provided however, that the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him/her in relation to matters as to which he/she shall be
finally adjudged to be liable to the Corporation for negligence, misconduct or any other cause, or
for any sum paid by him to the Corporation in settlement of an action, suit or proceeding based
on his/her alleged dereliction of duty. This right of indemnification shall inure to each Director
and Officer whether or not he/she is such Director or Officer at the time such costs or expenses
are imposed or incurred, and whether or not the claim asserted against him/her is based on
matters which antedate the adoption of these Articles of Incorporation; and in the event of his/her
death shall extend to his/her legal representatives. Each person who shall act as Director or
Officer shall he deemed to be doing so in reliance upon such right of indemnification; and such
right shall not be exclusive of any other right which he/she may have. The Corporation shall have
power to purchase and maintain insurance to indemnify the Corporation and its Directors and
Officers to the full extent such insurance is permitted by law.
9.6. Parliamentary Authority:
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Roberts Rules of Order Revised shall govern the proceedings of the Corporation,
including its Board and Committees,to the extent applicable and consistent with these Articles of
Incorporation and any Bylaws.
9.7. Corporate Records:
Corporate records shall be available for open review according to federal and state
regulations. Such records shall be located in Aventura and shall remain in the custody of the
Secretary of the Board. The location of the records shall be specified to the City Clerk and the
City Clerk shall be provided access to the records at all times.
9.8. Fiscal Year:
The fiscal year of the Corporation shall be October 1 through September 30 of each year.
9.9. No Discrimination
The Corporation shall not adopt any measure or policy or otherwise discriminate against
any person due to race, religion, color,national origin,physical or mental disability, creed, sexual
preference or sex.
ARTICLE X
Amendment of Articles of Incorporation
Subject to the approval of the City Commission, the Articles of Incorporation of this
Corporation may, in any particular, be repealed, and new Articles of Incorporation, not
inconsistent with any provision of law, may be adopted, by the affirmative vote of two-thirds of
the Directors, provided, however, that the Directors shall neither make nor alter any article
regarding their qualifications, classifications, or term of office, nor relating to the requirements of
a quorum for any meeting of the members of the Corporation, and that at least ten (10) days
notice of such proposed amendment shall have been furnished to all of the Directors. Any
proposed amendment(s) must be approved by a majority of the City Commission before
becoming effective.
ARTICLE XI
Dissolution
The City Commission may provide for dissolution of the Corporation. Upon dissolution,
all of the Corporation's assets remaining after payment of all costs and expenses of such
dissolution shall be distributed to the City Commission for use for the High School. Thereafter,
the City Commission shall distribute the assets to the donors pursuant to a formula set forth by
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the City Commission if the High School is no longer operating. All unexpended funds given by
donations shall be subject to all costs and expenses for the operations of the Corporation.
Alternatively, if permitted by the Internal Revenue Code,the City Commission may distribute the
assets to another 501 (c) (3) entity which serves the City of Aventura community.
ARTICLE XII
Headings and Captions
The headings or captions of the various articles contained herein are inserted for
convenience only and none shall have any force or effect, and the interpretation of the various
articles shall not be influenced by any of said headings or captions.
ARTICLE XIII
Initial Registered Office and Registered Agent
The street address of the initial registered office of the Corporation shall be do Ronald J. Wasson,
19200 West Country Club Drive, Aventura, Florida 33180, and the initial registered agent of this
Corporation at such office shall be Mr. Ronald J. Wasson, who upon accepting this designation
agrees to comply with the provisions of Sections 48.091, 617.0203, 607.0501 and 607.0502,
Florida Statutes, as amended from time to time, with respect to keeping an office open for service
of process.
ARTICLE XIV
Incorporator
The name and address of the incorporator of the Corporation is as follows:
Mr. Ronald J. Wasson
City Manager
City of Aventura
19200 West Country Club Drive
Aventura,Florida 33180
IN WITNESS WHEREOF, I, the undersigned incorporator, have executed these Articles
of Incorporation this 1,24Ii day of Tv ne- ,2019.
RONALD . SSON
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Before me, the undersigned authority, personally appeared RONALD J. WASSON,to me
known to be the person who executed the foregoing Articles of Incorporation,and he acknowledged
before me that he executed the same for the purposes therein mentioned and set forth. He [X] is
personally known to me or [ ] provided as identification.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ?ill day
of Tw& ,2019.
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Signature of Notary
Name of Notary: A r( e e i1 L lanes
My Commission Expires:
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a ;;': Notary Public-State of Florida
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CERTIFICATE DESIGNATING PLACE OF BUSINESS FOR
THE SERVICE OF PROCESS WITHIN FLORIDA AND
AGENT UPON WHOM PROCESS MAY BE SERVED
In compliance with Sections 48.091 and 617.0502, Florida Statutes, the following is
submitted:
Don Soffer Aventura High School Foundation, Inc., (the "Corporation"), desiring to
organize as a Florida corporation not-for-profit, has named and designated Ronald J. Wasson, City
Manager of the City of Aventura, as its Registered Agent to accept service of process within the
State of Florida with its registered office located at 19200 West Country Club Drive, Aventura,
Florida 33180.
ACKNOWLEDGMENT
Having been named as Registered Agent for the Corporation at the place designated in this
Certificate, I hereby agree to act in this capacity; and I am familiar with and accept the obligations
of Section 617.0503, Florida Statutes, as the same may apply to the Corporation; and I further agree
to comply with the provisions of Section 48.091, Florida Statutes, and all other statutes, all as the
same apply to the Corporation relating to the proper and complete performance of my duties as
Registered Agent.
Dated this lit day of 5U1_ ,2019.
REGISTERED AGENT:
/..— 1� 1/
RONAL 1 irl ASSON
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