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Home My WebLink AboutR-01-0458RESOLUTION NO. 01-458 A RESOLUTION OF THE MIAMI CITY COMMISSION APPOINTING AN INDIVIDUAL AS A MEMBER OF THEA: PERFORMING ARTS CENTER TRUST FOR A 'TERM AS DESIGNATED HEREIN. BE IT RESOLVED AY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:, Section 1. The fallowing individual is hereby appointed by the Commission at -Large as a member of: the Performing Arts " Bwd appointments arc administrative acts which do not require the Mayor's signature nor the City Attorney's review and approval. May 10, 2001 Resolution Number 01-458 CIN OF MIAMI, FLORIDA 30 INTER -OFFICE MEMORANDUM TO Honorable Members of DATE April 4, 2001 FILE: the Ci ommissi rSUWECT : performing Arts Center Trust O REFERENCES : May 10, 2001 Agenda Walter J. e City Clerk ENCLOSURES: 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. One appointment is needed at this time: • The Commission at -large has one appointment: for seat currently held by Henry Courtney, whose term has expired and due to his length of service on the Board, he cannot be reappointed. The City Commission appointments are subject to ratification by the Board of the Performing Arts Center Trust (see copy of Article IV attached). Tom Tomlinson, Executive Director of the Performing Arts Center, has recommended the appointment of Laura de Ona (see letter attached). This issue was deferred from the February 22, 2001 Commission meeting, when Commissioner Teele requested that the name of Carole Ann Taylor be informally forwarded to the PACT for its consultation of her possible appointment as a member of same. Attached is a response from Judy Litt stating that PACT Articles of Incorporation allow for the selection of the City of Miami's representative to be made at the discretion of the City Commission. For your information, attached please find a copy of the current City of Miami membership of said committee. By copy of this memorandum, we are requesting the Agenda Office to place this issue on the May 10, 2001 Commission agenda. WJF:sl c: The Honorable Mayor Joe Carollo Tom Tomlinson, Executive Director/CEO, PACT Elvi Alonso, Agenda Coordinator 01-- 458 • PERFOl MINC% AI: i S C:1: \ i IS I: 01: C.7I- I=1: a\41AA41 1 "4 Biscolme Boulevard • Suite 303 Miami, Florida 33132 Til: 305.372.7611 - Fac: 305.372.7659 Walter J. Foeman City Clerk, City of Miami 3500 Pan American Drive P.O. Box 330708 Miami, Florida 33233 Dear Mr. Foeman, 1-1 Stanley H. Arkin • Stuart L. Blumberg a Sonia Burini a Henry T. Courtney a Margarita Delgado a T. Willard Fair a Ruth W. Greenfield James M. Herron • Dr. Robert Bernard Ingram9 Elisabeth Ruth Johnslao Dixon • Fred N. Joseph • Betsy Kaplan a Eleanar Kluger • Helen L. Koh" Susie Krojso a 1. Stanley Levine a CommissiaA»r Nancy Liebman a Florence Litihcut Nichols • Juan P. Loumiet • Jay Pons a Maio Ernesto Sanchez Senator Ron Silver a Rick Sisser a Parker D. Thomson • Penny Thurer a Judy Weiser • David L. Wilson • Cindi Zilber Managed by The Performing Arts Center Trust, Inc. Nen-heft Corporarion 01 " 4 8 Porker Thomson, Chairman 0(Qitv of 4RTamt WAITER 1. FOEMAN Cky Cie* February 28, 2001 Michael Spring, Executive Director Performing Arts Center Trust 1444 Biscayne Blvd., Suite 303 Miami FL 33132 Dear Mr. Spring: CARLOS A. GIMENEZ City Mans ow During the City of Miami Commission meeting of February 22, 2001, Commissioner Teele requested that the name of Carole Ann Taylor be informally forwarded to you for your consultation of her possible appointment as a member of the Performing Arts Center Trust. Please submit any comments that you or any member of the nominating committee may have regarding the aforementioned named individual and I will convey same to the members of the City Commission. Ync, Foe City Cle WJF:sl C: The Honorable Arthur E. Teele, Jr., Commissioner 01-- 458 OFFICE OF THE CITY CLERK/ 3500 Pin Amafcsn DIIvdP.O. Bac 330708/MIamt, FL 33233113051250.536WAX: (305) 858.1610 91Z1HINa NON -CITY BOARD PERFORMING ARTS CENTER TRUST (24 membra; 3 from City of Miami) i A��YfBD BY NAME, ADDRESS. PHONE RESOLUTION REQUIRED EMU AT -LARGE Fred Joseph, 1717 N. Bayshom Dr., Suite 3856, M-33132 (305- R-99-44 12-31-01 579-9088) 1-12-99 AT -LARGE Henry Courtnery, Esq., 100 Biscayne Blvd., Ste. 1700, M- R-97-247 12-31-99 33132 (W= 305-358-1057; H=305-758-0080) 3-27-97 AT -LARGE Ruth Greenfield, 752 N.W. 7 Street Road, M-33136 (305-324- R-9944 12-31-01 7053; F= 305-324-5333) 1-12-99 RESOLUTION NO. 01"458 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 -barge as a member of the Performing Arts Center Trust, to serve a term expiring December 31, 2002: Carole Ann Taylor PASSED AND ADOPTED this 10`" defy of May, 2001. 'PHISINTSTRATIVE ACT BECOM�FFFCTZPWE IMMEML i KE`I'ER J. CITY CLEF 'Board appointments are administrative acts which do not require the Mayor's signature nor the City Anomey's review and approval. City Commission Meeting of May 10, 2001 Resolution Number 01 -ass P1=1Z*F0N\41NC7` R TS CENTER OF 21 JEKI ER r1444 sismyne leulevard • Suite 303 Miami, Florida 33132 T91• 305.372.7611 • Fax! 305.372.7650 December 1, 2000 The Honorable Joe Corollo Mayor, City of Miami 3500 Pan American Drive Miami, Florida 33133 Dear Mayor Corollo, 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: Henn• T. Courtney, Ruth W. Greenfield and Fred Joseph. Mr. Courtney's term on the PACT Board has expired and unfortunately, due to his length of service on the Board, he cannot be reappointed. The City of Miami is, therefore, requested to appoint a representative to this 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. 1 would like to recommend an individual for your consideration who has served on the Performing Arts Center Trust Board. Her name is Laura de Ona, an attorney with offices in Coral Gables. Ms. de Ona has served for many years on the Executive Board, and on several PACT committees including the Finance, Nominating, Management and Neighborhood Committees as well- as Co-chairing the Existing Facilities Committee. Her knowledge and expertise on the project would make her an asset as the ciry's representative to the PACT Board, and would provide continuity as we enter into this critical juncture of the project. 1 would be honored to discuss Ms. De Ona's qualifications with you, and hope we can speak together at your earliest convenience. Managed by The Performing Arts Center Trust, Inc.1 •• 4 S A Non•Prerd Corymation Parker Thomson, Chairman IIIIi)f[fR4! 0 _ 0 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 lave 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 irectors: 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. 000intment 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. Id) 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 -3- 01~ 458 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. Desionated Primary A istic 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, ,tnc. Miami City Ballet, Inc. New World Symphony, Inc. Florida Philharmonic Orchestra, Inc. The requirements for Designated Primary Artistic Organizations include: Up to seven organizations may become Designated Primary Artistic Organizations. -4- 01- 458 • • 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 8500,000, 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 -W 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. 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. .5. 01- 458 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. 4.7. Fillina 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. -6- 01- 458 • - • 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. 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. -7- 01, 458 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. F19moval 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. ARTICLE V MEETINGS OF BOARD OF DIRECTORS 5.1. Mletinos 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 in these Articles of Incorporation, 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. 5.2. Minutes: Action taken at meetings of the Board of Directors shall be recorded in minutes. Such minutes need not distinguish between the different types pf meetings in which action is taken. 5.3. Annual Meetinv: 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. -8- 01- 958 61610MO: RESOLUTION NO. 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, 2002: