HomeMy WebLinkAboutR-03-0397RESOLUTION NO. 03,397
A RESOLUTION OF THE MIAMI CITY COMMISSION
APPOINTING AN INDIVIDUAL AS A MEMBER OF THE
PERFORMING ARTS CENTER TRUST FOR A TERM AS
DESIGNATED HEREIN.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The following individual is hereby appointed
by the Commission at -Large as a member of the Performing Arts
Center Trust, to serve a term expiring December 31, 2005:
Ruth Greenfield
PASSED AND ADOPTED this 10th day of April, 2003.
THIS ADMINISTRATIVE ACT SHALL
BECOME EFFECTIVE IMMEDIATELY.
PRISCILLA A. THOMPSON
CITY CLERK1
1 Board appointments are administrative acts which do not require
the Mayor's signature nor the City Attorney's review and approval.
City Commission
Meeting of
April 10, 2003
Resolution Number
03-397
CITY OF MIAMI, FLORIDA 31
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and Members DATE: March 14, 2003 FILE:
of the City Commission
SUBJECT: performing Arts Center Trust
FROM : d4417X. � REFERENCES: April 10, 2003 Agenda
Priscilla A. Thompson ENCLOSURES:
City Clerk List of Members, Resolution
The Performing Arts Center Trust (PACT) was created to provide a broad source of community
support for the Performing Arts Center. It is a 24 member board with three representatives from
the City of Miami and representatives from Miami -Dade County, Miami Beach, the Greater Miami
Opera, the Florida Philharmonic Orchestra, the New World Symphony Orchestra, the Miami City
Ballet, the Concert Association of Florida, an African-American artistic organization and a
Hispanic -American artistic organization.
• The Commission at -large has one appointment to make for seat currently held by Ruth
Greenfield, whose term expired on December 31, 2001 and who may be reappointed and is
being recommended for reappointment by Michael C. Hardy, President and CEO of the
Performing Arts Center of Greater Miami (see copy of letter attached).
For your convenience, we are including a copy of related excerpts from the PACT's Articles of
Incorporation that outline the appointment process as well as a copy of the current City of Miami
membership of said Trust. By copy of this memorandum, we are requesting the Agenda Office to
place this issue on the April 10, 2003 Commission agenda.
PAT:ss
c: Elvi Alonso, Agenda Coordinator
Michael C. Hardy, President and CEO
Performing Arts Center of Greater Miami
Valerie Riles Robinson, Assistant to the President
Performing Arts Center of Greater Miami
03- 397
NON -CITY BOARD
PERFORMING ARTS CENTER TRUST (24 members; 3 from city of Miami)
APPOINTED BY NAME, ADDRESS, PHONE RESOLUTION
4T -LARGE Fred Joseph, 1717 N. Bayshore Dr., Suite 3856, M-33132 (305- R-99-44
579-9088) 1-12-99
AT -LARGE Carole Ann Taylor, 1717 N. Bayshore Dr., Ste. 2456, M-33132 R-01-458
(381-7884) 5-10-01
AT -LARGE Ruth Greenfield, 752 N.W. 7 Street Road, M-33136 (305-324- R-99-44
7053; F= 305-324-5333) 1-12.99
page # i
TERM REQUIRED
EXPIRE
12-31-01
[Since 6-13-96]
12-31-04
12-31-01
[Since 1-13-98]
2/4/2003
Pi=Rf=()R,M{NC;
ARTS CENTER'
CE\ T Es OF
C;'-_=: MIAMI
1444 Biscayne Boulevard • Suite 202
Miami, Florida 33132
Tel: 305.372.7611 • Fax: 305.372.7659
January 9, 2003
The Honorable Manuel A. Diaz
Mayor, City of Miami
3500 Pan American Drive
Miami, Florida 33133
Dear Mayor Diaz,
RECEIVED
2003 JAN 21 A1111:26
PM' 15CIL' f i ^'t^.: iPSQN
CIT i CLERK
CITY OF HiAH►. FL
RE: City of Miami Appointment to the Performing Arts Center Trust
Pursuant to the Performing Arts Center Trust's Articles of Incorporation, the City of Miami
is entitled to appoint three representatives to the Board of the Performing Arts Center Trust,
Inc. (PACT). The Current City of Miami appointments are: Carole Ann Taylor, Ruth W.
Greenfield and Fred Joseph. The seat currently held by Ruth Greenfield expired on
December 31, 2001, although pursuant to our Articles of Incorporation she will continue to
serve until reappointed or replaced. The City of Miami Beach Commission is, therefore,
requested to appoint a representative to the seat for a new three-year term.
In order to make this appointment, the City of Miami must take formal action to reappoint
or appoint an individual to fill this seat, subject to ratification by the Board of the
Performing Arts Center Trust.
Mrs. Greenfield has served the interests of the City of Miami on the PACT Board with
distinction and is a valuable asset to the project. She provided invaluable services on both
the Neighborhood and Existing Facilities Committees. Her continued service on the
Education Committee is important to the success of the new Center.
Managed by The Performing Arts Center Trust, Inc.
A Non -Profit Corporation
03- 397
Page 2
Hardy/Diaz/Greenfield Appointment
For your information, you will find attached excerpts from the PACT's Articles of
Incorporation that outline the appointment process. We would appreciate your forwarding
to us confirmation of the City's action in this regard at your earliest convenience. As stated
in the attached, if The City of Miami would prefer the Performing Arts Center Trust submit
a slate of three candidates for your consideration, please notify me. If you have any questions
or require further information, please call Valerie Riles Robinson (305) 372-7611.
Sincerely,, n ��
Michael C. Hardy
President & CEO
Attachment
C. Ruth Greenfield
Parker Thomson, President
James Herron, Chair, Nominating Committee
Priscilla A. Thompson, City Clerk
w
n
T -c~ M1
O iT
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03-
J 9'7
ARTICLE IV
BOARD OF DIRECTORS
The Board of Directors is responsible for the direction and control of all
matters pertaining to the Corporation and the Performing Arts Center. The
Board of Directors shall select the Executive Director, who shall serve at the
pleasure of the Board and the County Manager. The Executive Director shall
establish personnel and management policies in accordance with applicable
law and such policies as the Board may adopt. The term "Director" as used
herein shall include Designated Directors unless otherwise indicated, but shall
not include the Executive Director.
4.1. Members of Board of Directors:
The affairs of the Corporation shall be managed by the Board of
Directors, all of whom shall serve without compensation. At all times there
shall be no less than five nor more than thirty-two Directors.
4.2. Appointment of Directors:
Subject to the provisions of Section 4.3 the Board of Directors shall be
appointed as follows:
(a) The Board of County Commissioners shall
appoint 18 Directors. 13 Directors shall be appointed by
individual County Commissioners and 5 Directors shall be
appointed by the Board of County Commissioners At -
Large. As of January 1, 1999, the number of members of
the Board of Directors appointed by the Board of County
Commissioners At -Large shall be reduced from 5 to 3.
Thereafter, the vacancies created by the 2 At -Large
Directors whose terms expire on December 31, 1998,
under the Articles of Incorporation prior to this
Amendment, shall be filled by the Mayor of Metropolitan
Dade County.
(b) The City of Miami Commission shall appoint
3 Directors, subject to ratification by the Board of
Directors.
(c) The City of Miami Beach Commission shall
appoint 3 Directors, subject to ratification by the Board of
Directors.
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(d) The Designated Primary Artistic
Organizations named in Section 4.3 shall each appoint 1
Director (hereinafter referred to as a "Designated Primary
Artistic Director"). In case additional Designated Primary
Artistic Organizations meeting the requirements of
Section 4.3 shall come into existence, up to two
additional such organizations shall be entitled to appoint 1
Designated Primary Artistic Director each.
(e) The Board of Directors shall select two Dade
County based non-profit performing arts organizations
which reflect, in both their governance and programming,
community ethnic cultural perspectives; one of these
should be principally an Hispanic American artistic
organization and one should be principally an African
American artistic organization, which artistic
organizations shall each make a long range commitment
to the Corporation acceptable to the Board of Directors.
Each of these two performing arts organizations shall
appoint one Director.
(f) The Dade County Public School Board shall
appoint 1 Director.
4.3. Designated Primary Artistic Organizations:
Notwithstanding any other provision of these Articles, each of the
following 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 is a Designated
Primary Artistic Organization. The following named organizations have been
designated as Primary Artistic Organizations and will constitute the five initial
Designated Primary Artistic Organizations:
Concert Association of Florida, Inc.
Florida Grand Opera, Inc.
Miami City Ballet, Inc.
New World Symphony, Inc.
- Florida Philharmonic Orchestra, Inc.
�, - 397
The requirements for Designated Primary Artistic Organizations
include:
- Up to seven organizations may become Designated
Primary Artistic Organizations.
- A Designated Primary Artistic Organization shall be any
professional non-profit cultural organization, incorporated or not,
which shall have been in existence more than 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.
- Designated Primary Artistic Directors shall be those
Directors appointed by a Designated Primary Artistic
Organization.
4.4. Qualifications of Directors:
The members of the Board of Directors are expected to devote time,
professional knowledge, personal influence, money 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 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, 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 reinforce all community
and public relations work of the Corporation.
4.5. Professional Advisors to the Board:
The Board shall form an advisory group comprised of the Executive
Directors of the Designated Primary Artistic Organizations specified in
Section 4.3, who shall be invited to attend such Board meetings and
Committee meetings as shall be determined by the Board.
03- 397
4.6. Term of Directors:
Each of the 13 Directors appointed by individual County
Commissioners 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.
Each of the Directors appointed by the Board of County
Commissioners At -Large shall be appointed for a three year term and shall be
permitted to serve two (but no more than two) full consecutive three-year
terms but may be re -appointed to the Board after ceasing to be a Director for
one year.
Each of the 2 Directors appointed by the Mayor of Metropolitan 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 2 Directors
as his or her appointments for the new term.
Each of the three Directors appointed by the City of Miami and City of
Miami Beach Commissions shall be appointed for a three year term and shall
be permitted to serve two (but no more than two) full consecutive three-year
terms but may be re -appointed to the Board after ceasing to be a Director for
one year.
There shall be one Designated Primary Artistic Director from each of
the Designated Primary Artistic Organizations described in Section 4.3
serving on the Board of Directors at all times to a maximum of seven. Each
Designated Primary Artistic Director shall serve at the will of the Designated
Primary Artistic Organization which appointed him/her, and shall serve until
he/she resigns or is removed.
Each of the Directors appointed by the Designated African American
and Hispanic American Artistic Organizations may serve renewable terms of
three years, subject to the provisions of Section 4.7.
The Director appointed by the Dade County Public School Board shall
serve at the will of the School Board, and shall serve until he/she resigns or
is removed.
Upon the expiration of a Director's term, that Director shall remain as
a member of the Board of Directors until such time as he or she is replaced
or is re -appointed by the appropriate appointing authority.
03- 397
4.7. Filling of Vacancies:
For those Directors appointed by individual Commissioners, if a
vacancy occurs prior to the expiration of the County Commissioner's term,
the County Commissioner who appointed that Director shall appoint a new
member to fill the vacancy. For those Directors appointed by the Mayor of
Metropolitan Dade County, if a vacancy occurs prior to the expiration of the
Mayor's term, the Mayor shall appoint a new member to fill the vacancy.
In filling any vacancy to be filled by the Board of County
Commissioners At -Large, the replacement Director shall be selected by the
County Commission from a slate of three candidates to be submitted by the
Performing Arts Center Trust. In the event that none of the three candidates
suggested meets approval, the Performing Arts Center Trust shall submit a
substitute slate for consideration. This process shall continue until a suitable
replacement has been found to fill the vacancy. Appointments by the Board
of County Commissioners At -Large shall follow the procedures of Section
6.6. Each person selected to fill a vacancy created by resignation or removal
shall hold office for the unexpired term of his/her predecessor in office.
The City of Miami or City of Miami Beach Commissions shall appoint a
person to fill any vacancy of either of their respective Director positions,
subject to ratification by the Board of Directors. Each person selected to fill
a vacancy created by resignation or removal shall hold office for the
unexpired term of his/her predecessor in office.
Upon the occurrence of any vacancies of a Designated Primary Artistic
Director, the corresponding Designated Primary Artistic Organization shall
designate a replacement to fill such vacancy.
At the conclusion of each three year term or upon the occurrence of
any vacancies of a Director appointed by the designated African American or
Hispanic American Artistic Organization, the Nominating Committee of the
Performing Arts Center Trust shall meet to review the status of the
respective designated artistic organization. With the approval of the Board
of Directors, the Nominating Committee may: 1) request a new appointment
from the designated artistic organization to fill the vacancy; or 2) may select
a new designated artistic organization through a public nominations process.
In the event of a vacancy which occurs prior to the expiration of a Director's
term, the person selected to fill such vacancy shall hold office for a new
three year term.
The Dade County Public School Board shall appoint a person to fill any
vacancy for their Director position.
03— 397
At the request of any appointing authority, and/or to facilitate the
appointment process, the Performing Arts Center Trust may submit a slate of
three candidates to an appointing authority for his/her consideration in filling
any vacancies, pursuant to the process outlined in Section 6.6.
4.8. 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.
4.9. Removal of Directors:
Any Director may be removed for cause as determined by the
Corporation, including violation of Board policy, by the affirmative vote of
the majority of the Board of Directors, provided such Director has been given
prior notice that the subject of his/her removal will be presented to the Board
at a duly noticed meeting.
03- 397