HomeMy WebLinkAboutPACT Amended and Restated Articles of Incorporationpvh;hit A
THIRD AMENDED AND RESTATED ARTICLES OF
INCORPORATION
OF
PERFORMING ARTS CENTER TRUST, INC.
ARTICLE IV - BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by its Board of Directors, all of whom shall serve without
compensation. The Board of Directors is responsible for the direction and control of all matters pertaining to the
Corporation and the Arsht Center. The Board of Directors and the Miami -Dade County Mayor, or the Mayor's
designee, shall jointly select a President, who shall serve at the pleasure of the Board of Directors. The President
shall establish personnel and management policies in accordance with applicable law and such policies as the
Board of Directors may adopt. The term "Director" as used herein shall mean a member of the Board of Directors
unless otherwise indicated, but shall not include the President.
4.1 Number of Directors: The number of persons constituting the entire Board of Directors shall be not
less than five (5) or more than fifty-five (55).
4.2 Appointment of Directors: The Board of Directors shall be appointed as follows:
(a) Local governmental authorities shall appoint twenty-eight (28) Directors, comprised of twenty-
one (21) Miami -Dade County appointments with the remaining appointments apportioned
between the City of Miami, City of Miami Beach, and Miami -Dade County School Board as
provided below:
(i) The Board of County Commissioners of Miami -Dade County shall appoint nineteen (19)
Directors, as follows: each of the thirteen (13) County Commissioners shall appoint a
Director, and six (6) Directors shall be appointed by the entire Board of County
Commissioners of Miami -Dade County.
(ii) The Mayor of Miami -Dade County shall appoint two (2) Directors;
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"`' (iii)The City of Miami Commission shall appoint three (3) Directors subject to ratification
e by the Board of Directors;
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_Ja (iv)The City of Miami Beach Commission shall appoint three (3) Directors subject to
+ -a, ratification by the Board of Directors; and
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c, (v) The Miami -Dade County Public School Board shall appoint one (1) Director.
` (vi)For each of the above appointments, the Trust shall advise the appointing authority of any
special characteristics or professional skills that it is seeking in order to strengthen and
balance the Board. In addition, the Trust may suggest potential nominees for consideration
by the appointing authority. After consideration of these recommendations, the appointing
authority shall select an appointee that, in its best judgment, will 'best serve the interests
of the Corporation and the governmental agency.
(b) Appointments made by the Corporation: in accordance with the Bylaws of the Corporation, the
Board of Directors shall appoint Community Representative Directors, not to exceed twenty-
seven (27) Directors, as follows:
(i) One (1) Director for each of the Designated Primary Artistic Organizations named in
Section 4.3;
(ii) One (1) Director each from at least two (2) Miami Dade County -based nonprofit
c,j L performing arts organizations which reflect, in both their governance and programming,
community ethnic cultural perspectives including at a minimum an Hispanic American
> artistic organization and an African American artistic organization; and
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C.. r (iii)Additional Community Representative Directors who represent the interests and diversity
of the community at large.
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4.3 .::Dee hznated Primary Artistic Organizations:
(a) Notwithstanding any other provision of these Articles, each of the Designated Primary Artistic
Organizations shall be entitled to appoint one Designated Primary Artistic Director who may
remain as Designated Primary Artistic Director at the pleasure of the organization so long as the
organization maintains its status as a Designated Primary Artistic Organization. The following
named organizations have been designated as Primary Artistic Organizations and will constitute
the three
(3) Designated Primary Artistic Organizations:
(i) Florida Grand Opera, Inc.
(ii) Miami City Ballet, Inc.
(iii) New World Symphony, Inc.
(b) A Designated Primary Artistic Organization shall be any professional non-profit cultural
organization, incorporated or not, which shall have been in existence for more than one (1) year,
has an annual operating budget of more than $500,000, and has displayed a long term financial
and usage commitment to the Corporation, as determined by the Board of Directors.
4.4 Qualifications of Directors: The Directors are expected to devote time, professional
knowledge, personal influence, money 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 personal
contributions of the Directors are key to the financial well-being of the Corporation. Also,
Directors, because they have great standing in the community, are able to influence individuals,
businesses, 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 reinforce all community and public relations work of the Corporation.
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4.5
Term of Directors:
(a) Each of the thirteen (13) Directors appointed by individual Commissioners of Miami -Dade County
shall serve a term which shall end concurrently with the last day of the term of the County
Commissioner who appointed said Director. Individual County Commissioners who are reelected
to office must officially appoint, or re -appoint if desired, a Director as his or her appointment for
the new term following the process in Section 4.2.a.vi.
(b) Each of the six (6) Directors appointed by the entire Board of County Commissioners of Miami -
Dade County shall be appointed for a three (3) year term and shall be permitted to serve up to two
full consecutive three (3) year tems, and may be re -appointed to the Board of Directors after
ceasing to be a Director for one (1) year.
(c) Each of the two (2) Directors appointed by the Mayor of Miami -Dade County shall serve a term
which shall end concurrently with the last day of the term of the Mayor. In the event that the Mayor
is reelected to office, he or she must officially appoint, or re -appoint if desired, each of the two (2)
Directors as his or her appointments for the new term following the process in Section 4.2.a.vi.
(d) Each of the six (6) Directors appointed by the City of Miami and City of Miami Beach
Commissions shall be appointed for a three (3) year term and shall be permitted to serve up to two
full consecutive three-year terms, and may be reappointed to the Board of Directors after ceasing
to be a Director for one (1) year following the process in Section 4.2.a.vii.
(e) The Director appointed by the Miami -Dade County Public School Board shall serve at the will of
the School Board, and shall serve until he or she resigns or is removed.
(f) The terms of the Community Representatives shall be specified by the Bylaws of the Corporation.
(g) Upon expiration of a Director's term, that Director shall remain on the Board of Directors until
such time as he or she is replaced or is re -appointed by the appropriate appointing authority.
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