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2002-003RESOLUTION NO. 2002-03 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED ARTICLES OF INCORPORATION OF AVENTURA CULTURAL CENTER FOUNDATION, INC.; AUTHORIZING THE FILING OF THE ARTICLES OF INCORPORATION WITH THE STATE OF FLORIDA SECRETARY OF STATE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is authorized to execute the attached Articles of Incorporation of Aventura Cultural Center Foundation, Inc., as hereby approved by the City Commission. Section 2. The City Manager is authorized to cause these Articles of Incorporation to be filed with the State of Florida Secretary of State. Section 3. The City Manager is further authorized to do all things necessary to carry out the aims of this resolution. Section 4. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Vice Mayor Rogers-Libert, who moved its adoption. The motion was seconded by Commissioner Beskin, and upon being put to a vote, the vote was as follows: Commissioner Arthur Berger Commissioner Jay R. Beskin Commissioner Ken Cohen Commissioner Manny Grossman Commissioner Harry Holzberg Vice Mayor Patricia Rogers-Libert Mayor Jeffrey M. Perlow yes yes yes yes yes yes yes Resolution No. 2002- 0__3 Page 2 PASSED AND ADOPTED this 8~ day of January, 2002. / J~'FFRE'¢ M. PERLOW, MAYOR ATTEST; TE~A M. S(~KA, Cl['lC, CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY ARTICLES OF INCORPORATION OF AVENTURA CULTURAL CENTER FOUNDATION, INC. The undersigned incorporator, desiring to form a not-for-profit corporation under the provisions of Chapter 6t7 of the laws of the State of Florida, does hereby establish the following Articles of Incorporation (the "Articles"): ARTICI ,F, l Name and Principal Address The name of this corporation shall be AVENTURA CULTURAL CENTER FOUNDATION, INC. (the "Corporation"), and its principal office is located at c/o Mr. Eric M. Soroka, City Manager, City of Aventura, 19200 West Country Club Drive, Aventura, Florida 33180. ARTtCI,g, 11 ,qcal and Corporate Na/nre The seal of this Corporation shall contain the words "Aventura Cultural Center 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. ARTICI ,F, Ill 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. ARTICI ,F, IV 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 Aventura Cultural Center 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 Cultural Center (the "Center"). No part of the assets or the net earnings of the Corporation shall be distributed to any officer, director, member or any private person. ARTICI ,P~ V Fnnction~: Pnwer~ and 1Re~trietinn~ 5.1. Functions: It is expected that the Corporation will provide fundraising activities for the Center. The site on which the Center is located and the Center itself will be owned by the City of Aventura, a Florida municipal corporation (the "City"). The Corporation shall be responsible for raising funds for various purposes and those other duties as may be established fi.om time to time by the City Commission. 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: To use the proceeds of donations, grants or other funding in the exercise of its powers and purposes; and 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 mannex as would disqualify the Corporation for exemption fi.om 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. 5.3. Reslrictions: Notwithstand'mg any other provisions of these Articles of Incorporation or the Bylaws of the Corporation, the Corporation shall be restricted as follows: 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 individual shall be entitled to share the distribution of the Corporation's assets upon 2 dissolution of the Corporation; 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 axe 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; 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. ARTICI ,F, VI 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 programming pursuant to procedures and duties established from time to time by the City Commission. 6.1. Members of Boaxd of Directors: The affairs of the Corporation shall be managed by the Board of Directors, all of whom shall serve without compensation. There shall initially be twenty-five (25) Directors; at all times there shall be no less than twenty-one (21) nor more than thirty-one (31) Directors. A majority of the Directors must be residents of the City of Aventura. 6.2. Election and Terms of Directors: Directors shall be divided into two groups which are as near in number as possible and which shall be organized so that the terms of all Directors in each group shall expire simultaneously. 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, provided that any Directors to be elected by virtue of such increase may be assigned to existing groups so that the number of Directors in each class shall be as nearly equal as may be. 3 6.3. Appointment of Directors: Subject to the provisions conta'med herein, the City Commission shall initially nominate fourteen (14) members of the Board of Directors and the remaining eleven (11) members of the Board of Directors shall be selected by applications submitted to the City Manager. All appointments shall be made by the Mayor, subject to approval by the City Commission. 6.4. Qualifications of Directors It is essential to the Corporation that at least Eight Million Dollars ($8,000,000.00) be raised or pledged for the Cultural Center. 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: 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, can 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 reinfome all cornmurdty 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 unlimited terms. The Chairman and Vice Chairman shall be permitted to serve one full term in such capacity. 6.6. Filling of Vacancies: Upon the occurrence of any vacancies of a Director, the City 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. 4 6.7. Resignations: Any Director may resign from his/her office at any time by delivering his/her resignation in writing to 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: 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. ARTI(~I ,l~, ¥1] 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 rn'mutes need not distinguish between the different types of meetings in which action is taken. 7.3. Annual Meeting: 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 May or June in each year at such time and place as the Board of Directors shall determine and specify in the notice of meeting. 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 thc Chairman 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 of Aventura as may from time to time be fixed by the Board of Directors or, in the case of regular meetings, as may be fixed by the Chairman 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 thirteen (13) Directors shall be the act of the Board, and in the absence ora 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 finds 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 Chairman and the Board. The Directors (other than the member reported for such failure to attend meetings) 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. ARTI(~I ,F, VIII Election nfOfficers 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, Vice Chair, 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: The Chair shall preside at all meetings of members and the Board of Directors. The Chair shall have such other duties as may be fixed by the Board of Directors. b. Vice Chair: The Vice Chair shall have such duties as may be fixed by the Board of Directors. In the Chair's absence, the Vice Chair shall preside at meetings of members and 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 and Vice Chair's absence, the Secretary shall preside at meetings of members and 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 ail monies belonging to the Corporation are deposited in such banks as the City Commission shail designate, said monies to be deposited to the account of the Aventura Cultural Center 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 Chairman. Said books shall at all times be open to inspection by any of the Directors. The Treasurer shail be bonded. The Treasurer shail serve as Chairman of the Finance Committee, if any. In the event the Chair, Vice Chair and Secretary's absence, the Treasurer shall preside at meetings of members and the Board of Directors. ARTICI ,F, IX Mi~eallanem~ Prnvi~irm ~ 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 Ten Thousand and No/lO0 Dollars ($10,000.00) to be used for the initial startup costs of the Corporation. 9.3. Execution of Corporate Instnnnents: 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 himJher 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: Roberts Rules of Order Revised including its Board and Committees, totflue Incorporation and any Bylaws. shall govern the proceedings of the Corporation, extent applicable and consistent with these Articles of 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. ARTICI,F, ~X Amendment Of Articles Oflneor?nratlnn Subject to the approval of the City Commission, the Articles of Incorporation of t?ds Corporation may, in any particular, be repealed, and new Articles of Incorporation, not inconsistent with any provision of law, may be adopted, either by the affirmative vote of two- thirds of the voting members of the Corporation present at a duly-noticed annual or special meeting of the members at which a quorum is in attendance, or 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 Commissioners before becoming effective. ARTIC~I ,F, Xl Di~olntlon 10 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. Thereafter, the City Commission shall distribute the assets to the donors pursuant to a formula set forth by the City Commission if the Cultural Center is not developed. All unexpended funds given by donations shall be subject to all costs and expenses for the operations of the Corporation. The City Commission may provide for dissolution of the Corporation. ARTICI ,F, ~X[I 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. ARTICI ,i~, ~IIl Initial Registered Office and ReEistered AE~nt The street address of the initial registered office of the Corporation shall be c/o Eric M. Soroka, 19200 West Country Club Drive, Aventura, Florida 33180, and the initial registered agent of this Corporation at such office shall be Mr. Eric M. Soroka, who upon accepting this designation agrees to comply with the provisions of Sections 48.091,617.023,607.0501 and 607.0502, Florida Statutes, as amended from time to time, with respect to keeping an office open for service of process. ARTICI,E Incorporator The name and address of the incorporator of the Corporation is as follows: Mr. Eric M. Soroka City Manager City of Aventura 19200 West Country Club Drive Aventura, Florida 33180 IN 'WITNESS WHEREOF, I the undersigned of Incorporation tiffs I©¥~g day of ¢_~.L~ 2~ incorporator,, 2002. have executed these Articles 11 STATE OF FLORJDA COUNTY OF MIAMI-DADE ERIC M. SOROKA ~'~ Before me, the undersigned authority, personally appeared ERIC M. SOROKA, 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 pu~,?ses therein mentioned and set forth. He [X] is personally known to me or [ ] providedtO/f-~ as identification. m IN WITNESS WHEREOF, I have hereunto set seal this ~ day of (_~_ IA ti ;~._ ,2002. my hand and official Signature of Notary NameofNo y: My Commission Expires: ~'fS-c~ r4 k'MTZ '3 0 ' (NOTARY SEAL) 12 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: Aventura Cultural Center Foundation, Inc., (the "Corporation"), desiring to organize as a Florida corporation not-for-profit, has named and designated Eric M. Soroka, 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. ACK'NOWI ,F, DC~.M]F, NT Having been named as Registered Agent for the Corporation at the place designated in tiffs 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 19~r'~ day or ~ Id 2 1 JfL~ ,2002. REGISTERED AGENT: ERIC M. ~OR'~O~~/~ 13