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HomeMy WebLinkAboutR-94-0163FED- Z.4-94 'f Mu Its s3 P va A47TICLES OF INCORPORATION OF CIVIC CENTER TRANSPORTATION MANAGEMENT ORGANIZATION, INC. THE UNDERSIGNED, acting ae incorporator of a corporation not for profit under the Florida Not for Profit Corporation Act, herebyadopts the following Articles of Incorporation for, such corporationa ARTZCLC I NAME The name of this corporation (the "Corporation") shall be CIVIC CENTER TRANSPORTATION MANAGEMENT ORGANIZATION, INC. ARTICLE II DURATION The duration of the Corporation shall be perpetual unless dissolved by the Board of Directors. ARTICLE 11r PURPOSES The Corporation is organized for the purpose of promoting the unn of transportation alternatives and improvement of trans- porLation conditions, and is not organized for private gain of any person, as those terms are defined and limited by Section 501(C)(6) of the internal Revenue Code of 1986 (the "Code"), or any corresponding provisions of a subsequent federal law. The purpose of the Corporation is to provide a forum for individu- als, rrivate employers, buoinesses, agencies(both public and privates), and commercial and retail property owners and other individuals resi.dirtl, working or located in the Civic Center, Miami., Florida area, within which to address common transporta- tion concerns, improve accessibility and mobility, provide trans- porwation' services, and work cooperatively with local govern mentro mitigate traffic congestion through a transportation manage-ment program. The Corporation will advocate and promote transportation demand management strategies for the purpose of, 13ut not limited to, nuch goals as (1) reducing traffic congestion and parking demand, (2) reducing mobile source pollutants, (3) reft cing come--ating Costs, (4) generating joint public/private ©ec:.•-)r approaches to solving transportation problems to and from the aced served by the Corporation and (5) creating a antral information service for ridersharing, public rransporta- !*%on and other transportation related subjects. The Corporation shall engage in activities necessary and proper to accomplish these purposes in accordance with law. The corporation will attempt to lessen the burdens of government. 94— 163 94 T.HIJ 1 tit' S4 a..0!s > ARTICLE VII DISTRIBUTION ON DISSOLUTION In the event of'diesoluGion of the Corporation, all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed.to one or`moxa.organ.i� natione�located in Dads County, Florida with similar purposes aa_ the," Corporation and qualified under Section 501(o (6) of the Code, and. if there are no such organizatione, the asseto shall be' distributed in the discretion of the Board of Directoro,`to one, or-. more,, organizations having their principal place of operation 'in Dade County, Florida and qualified under Suction 501(c) (6)' of ' the Cads'. 1f, upon such dissolution, any assets of the Corpora- ti"on are not disposed of pursuant: to the foregoing provisions, any such assets not so disposed of shall be disposed of by the Ci.roui.t Court of the County in which the principal office of the Corporation in then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for purposes substantially simil,ar'to this Corporation and which are qualified under Section 50l (c) '(6) of the Code. ARTSCL,S' VIIr OPFICES AND INITIAL RSGISTERSD AGENT The offices of. the Corporation- shall be located at 1600 NW 16th`Street, Miami, Florida 33136. The initial registered agentgwl;i' o�E the Corporation shall be Edward' C. Poinbier, University of ' Miami, school of Medicine, 1600 NW 12th Avenue, Miami, Florida �3136. ARTICLE IX BOARD OF DIRECTORS The management of the Corporation shall be vested in the Board of Directors (the "Board of Directors"). The members of the Board of Directors shall serve without compensation. The number of persons conatituting the initial Board.. of Directors shall be seven(7), but the number of director's may be increased to no more than tifteen(15). The Board of Directors shall at :all times have at least aeven(7).members. The names and address- `` es of the organizational Board of Directors are as follows Edward. C. Pombier Vniversity or Miami .P., 0. Box .016960 (R61) Miami„ Florida 33101 _ Arcie Ewell, Ph.D. Miami.,Dade Community College Medical Center Campus 950 N-W.'20th Street Miami, Flo rida 33127 Arthur E. Teele, Jr. Chairman, Board of County Commissioners Metropolitan Dade County 112. N.W. lot Street i. Miam, ` Fl 333.28 t �— 163 t rr> P i0 6 1121�4/t!4 11 s 24 03nA 547 ?`jf1 AXV 1. tr1dS 1! Thr, C:arporatiUn shal 1 have the power. to reaeivn, Art u�.rsz, cawsi rtsaini:ai.n anti use itsa aenete for thO purposes for which it r n�•csnixe3d; to okst;alSn and ear; funds by any Legal. means for the encottzagetaenC of. its purposes; to acquire, hold, own, use and tli.sparii� of real or; peraonal property in conneati,on with the pii pUt�c g or. the, Coxporatribnt ' to axer.cisP all powers necessary or. ' ::; c:oT:ve n gent to the furtherance of the purposes for w]zicY the, rnrpoxat:.ion' is organiaa;i; and ro exercise all power$ granted 'ter a e"Orrorati.ort not for pio.fit under Plorida 'law. 1» addition to the powers specified above, the Corporation i shall. have the additional powore apecified in its i3yi.:Rwa . ArT T t, t,i Y l,a;rlx ;•E��:� zn,ts The norporate povierB shall be oxercissad so as to main t:a,in t;tfe: corporate status an a non -private round.at.ion under tiie provisi•nna of Section 509 (a) of the 1nt.ernal. Revenue code of i.9s6, as amended (the "Code") , tb) ,Norpart of the net earnings of the Corporation shall " inuro o the benefit of or be distributable to its members, directors, of f icsrsa or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable esompan9 ti.on for serviced rendered and to make payments and dfa,tribukions in furtherance of the purposes sett forth in Article Iix hereof : All income from funds invested by the corporation (or. al. °principal of such funds, if so 'specified by the donor of such 'fundss) shall, be earned, held and/or distributed solely for , the bone3fit+ of the Corporation and shall be distributable only, to then aoxporation'as distributions are made.' (c) No part of the corporate activities shall be an attempt: to. influence, legislation by any means, and the corporation shall not participate in, or interfere in (includin' the publishing or distributing of statements), any poli.t»ical. `campaign on behalf o>` or >i.n opposition to any candidates for public office, or engage ill ndl,i.ti.cal activi ties of any kind, except as permitted by the ;provi.sionsa of,' Section 501 (h) of the Code. (dj The . corporation shall not oonduct,or carry on any, ,.activities not permitted to be conducted or carried, on by All organisation exemptt under Sectrion SOI (c) (6) of thq Code and its regulations as they now exist or as they may hereafter be amend - ad',' or by an organization, contributions to which are deductible un'd r -Sect ions 170, 2055, 2106 (a) (2) and 2522 of the Code, and xl gul'ations as they now exist or as they may hereafter be amend ARTICLE VI ir? CLASSES c�a -• �� .• •.: a •, -. *,n.,-atnrk norooration and shall have 94- 163 J + � FE'� 2'4—'94 T H U 16 155 rf s { The terms of the initial directors shall expire as of the meeting of Board of Directors. Upon the date of the third annual expiration of Qach director's term, or upon majority vote of the d£r ill Board to;expand the `number of Board mbebxeelecbedw ppl3.Cable) be elected (or a'prior director will for a full term as provided herein. n director's term shall be three (3) years; Provided, howev-. of the Board sha11 erh&t the director why is the chairman serve ae director for no more than nine(9) consecutive Yeats as 'sezve (?. ) long as he reta.ng such off ice. Directors may only two that any partial. term consecutive term$; provided, however, (a) a partial ial term which ie 6 served to (which ,shall include finish The uncompleted Germ of another direntior, and (b) the directors) ahal.l not be count terms of the CdrporaCion's initial. of the permitted two(2) terms, and providedhowever, vd``..ae one y that by a 75% vote of the Board, a member ma be'reelected as a and extraor� ..permanent Board member in recognition of continuous given time, there may be a maximum of tan inary`servi6e. At any permanent membere of the Board. When a director Completes a term, or whQn a director'stercn its for any reason, including, ie'terminated prior to expiration without limitation, death or resignation, such director's re- individual) shall placemnt (which may be, if permitted, the same be _selected by the Board by majority vote. ARTICLE X INCORPORATOR The name and address of the Incorporator of the Corpora- tion io. 94- 163 f1,FE5;--24-94 THU 115 !M5 # E F• Ca11{j.ifir uHiwid V 1 r0 tlriiversity of Miami School of Medicine R-6I l'6p0 NW 12th Avenue ` eR } Miami, Florida 13136 1 '. r f ti F ARTICIZ XI i BYILAWS E ` 7'he Bylaws shall be adopted, al:tsred, amended or, repeaid 0 jy by a majority vote o£ the Board of Directors. Thet aylaws contain any for the regulation and management of r ray, provisions the affairs of the Corpox�tion not inconsistent with applicable law or theoe Articled of Incorporation. :.. ARTICLE xi r ;s AMENDMENT TO ARTICLES OF INCORPORATION 'these Articles.of Incorporation shall be amended only by a majoxity vote of the Hoard ofDireet-ors. IN WITNESS WHEREOF, the Incorporator has hereunto affixed hi.s,sigynature on the day of 1.994. :. STATE.OF FLORIDA } S3: 265-96-5i92 COUNTY OF DADS } The foregoing instrument was acknowledged beforeme this day of ]�99, by the person who executed the foregoing. Articles of t oCIVIC CENTER TRANSPORTATION MNAdEMENT OROI�NIZATION, INC., on behalf of the corporation / He hod'" sona].ly appeared before me, is personally known to, me or .. produced as identification, and did rake an oath. Notarys > [NOTARIAL SEAL, print Name Notary of Florida MY commission expires: ACCEPTANCE OF DESIGNATION AS R6GI$TSRED AGEh"T Y itexeby accept the app6intment as the initial Re I�gerit of, CIVIC CENTER TRANSPORTATION MANAGEMENT dRGANxLATrON, i xNC.'made .in the ft�regoing Articles of Incorporation. Aato I3y 94- 163 W D.-"24-9,q Ti-ilJ 16 �Ea P 09 j y SYLAWS OF THO.CZVIC C2NTER TRANSPORTATION MANAGEMENT ORGANIZATION INC., A Nonprofit Corporation ARTICLE I - NAMB The name of this organization shall be the "Civic Center Transportation Management organization, Inc. (the Corporation). ARTICLE II AUTHOR17Y ,AM PURPOSE The Corporation is organized for the purpose of promoting the.us,e of transportation alternatives and improvement of: trans- portation conditions, and is not Organized for private gain of any person, as Chose terms are defined and limited bySection501 (c) '(6) of the internal Revenue Code (1986), as amended, or, any corresponding provisions of a subsequent federal. law. The pur pose of the Corporation is to Coordinate the Civic Center commu- riitys s efforts, including, but not limited to,... corporations, property owners, employers, and members of the Corporation to Oddress`common transportation concerns, improve accessibility and mobility, provide transportation services, and Work cooperatively with local government to mitigate the impact of traffic congea' tion. The Corporation will advocate and promote transportation demand management strategies and transportation systems manage Mesnt projects for the purposes of, but not limited to: 1 Providing a forum for employers and property owners to address common transportation concerns and to work coopera- tively, with government to mitigate traffic congestion through a transportation management program) 2. Reducing traffic Congestion, mobile source pollutants, and parking demand by organizing transportation programs including, but not limited to, carpooling, vanpooling, flexible and staggered work hours, parking programs, and a central information service on ridessharing, paratranssit, , public transportation, and other related transportation related fsubjecta j 3. Promoting efficient transportation demand management systems and programs that will enhance the area's competitiveness and economic vitality and continue its image as an attractive place in which to live, work, and conduct business; 4. Adminioteri.ng contributions and grants to the Corpora- tion from public and private ssouraes and funds under cone tractsa with public agencies and private organizations, in accordance with the terms and conditions of such contri.bu•- tions, grants, and contracto in keeping with the purposes of the Corporation as stated in its Articles of Incorporation and these Bylaws; and S. Exerciaing all rights and powers granted to nonprofit Corporations to fulfill its purposaeo, subject to such litai tetions as may be contained in the Articled of Incorpora- tion, these Bylaws or the laws of the State of Florida. 94- 163 OF MAD 4 T H IJ 16 -? -` ARTTC Z 1XI MRMERa ' Section ]. - class** of Members The:,corporation shall have two (2) classes of membership, to be established as follows: (a) Regular Members' - A class of regular vbring members with qualifications established by the Board of Directorst and, (b) Ex-officio Members - A clasp of ex-officio, nonvoting members. Section 2 - Qualification of Msmbex'�r All companies, businesses, agencies, both public and private, located within the area served by the Civic Center Transportation Management organization, Inc. are qualified to become members. Section 3 - Admission of Members Applicants shall be admitted to membership by making Applications in writing accompanied by payment of annual dues as . specified in Article IV, Section 4 of these Bylaws. Section 4 - Dues Dues and membership fee structure shall be established by, the.Board of Directors. Initially, dues shall be assessed on an annual, bads : in the amount of $1.00 for each full or ` part time employee and/or student, within the area served by the Civic. Center Transportation Management Organization, Inc.,. as can best be determined by the member as of the previous October ist, with a minimum dues of $250.00 per year. Dues shall be payable on ,the first day of January Paah year and must be paid within 60 dayn of that date to maintain membership. Dues for new members will not be pro -rated, These amounts. shall be reviewed on an annual basis and, if 'necessary, changed by amendment to these Bylaws. Section 5 - Pow era of Voting MemberA Subject to the limitation provided by law, the Articles of Incorporation or thecae Bylaws, all power of the Corporation shall ' bo exercised by the Board of Directors under the Authority of the Voting members. After the class of members has been established, voting. 'members shall elect the Directors (except ex-officio members) and vote on any other action placed before them through resolution by the Board or Directors or tan percent (10%) of the votin4 membership, except that the initial. Board of Directors shall have been elected by invitation of the incorporators of the Corporation- Hach member of the general memberehi.p shall cast a number of votes proportional to their dues, equal to one vote for each $250.00 of dues paid. No fractional votes will be allowed for increments of lase than $250.00 in dues. Section 6 - Non -liability of Members A member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligation of the Corpora- tion, 94- 163 P i i 8( )Lon 7 Transfer of Ma�a►ber,--,p No member may transfer for value a membership, or any right arising therefrom. All rights of membership crease upon member- ship termination. Section 8 - Termination of Membership The membership of an organization or entity shall terminate upon notice of such termination in writing delivered to the Executive Secretary from the organization or entity, porsonally or by mail; or by failure to pay annual dues with 60 days of the date due. ARTICLE IV - BOARD OF DIUCT090 Section 1. - Number The Corporation shall have seven(7) initial Directors and collectively they shall be known an tho Board of Directors. The number of.Directore may be changed by amendment of these Bylaws, as provided in these Bylawsp however there shall never be less than seven(7) or more than fifteen(15) Directors. Section 2 - Powers of Directors Subject to the limitations provided by law, the Articles of Incorporation, or these Bylaws, all corporate powers of the Corporation shall be exercised by or under authority of, and the Business and affairs of the Corporation shall be controlled by, the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the following pow arse (a) to select and remove any or all of the officers, agents, and employees of the Corporation; prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws; fix their compensation and require from them security for faith- ful service; (b) to conduct, manage, and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with laws, with the Articles of Incorporation or the Bylaws, as they deem bestir (c) to change the principal office for the transaction of business of the Corporation from one location to another within the area served by the Civic Center 'Transportation Management Organization, Inc,; to deaignate any Directors', or members, meetings; and to adopt, make, and use a corporate seal and to alter the form therefore from time to time as in their judgment they may deem beat, provided ouch seal shall at all times comply with the provisions of law; (d) to incur indebtedness only in so much as is necessary for the day-to-day operations of the Corporation and only in the form of Corporate credit cards limited to $1000.00 balance and in the form of purchase orders issued in amounts not to exceed a total of $1.0,000,00 at any one time. These amounts shall be reviewed on an annual basis, and if neaen- nary, changed by amendment to these Bylaws; 94- 163 s 4 F;EJ9-24-94 THU 1 6 ME P`i t e) to solicit, collect, receive, .acquire, hold, and invest money and property, both real and personal, received by gift, contribution,, bequest, devise, or otherwise] to sell convert property, both real and personal,, into cash; and to use the funds of this Corporation and the proceeds, income, rents, issues and profits derived from any property of this Corporation for any of the purposes for, which this Corporation is formed; M to act as trustee under any trust created to furnish funds for the principal objectives of this Corporation and receive, hold, administer, and expend funds and property, subjecttosuch trust] (g) to enter into, make, perform, and carry out contracts of, every kind for any lawful purpose without limit as to amount, with a person, firm, association or corporation, municipality, county, parish, state, territory, government (foreign or domestic) or other municipal or governmental subdivision. Section 3 - Qualifications of Directors Directors are open to any individual, natural or corporate, partnership or association, who is a tenant; property owner; 'transportation provider; or an.employer, public 'or private sector interest, or representative of a community j located within the area served by the Civic Center Transportation Management Organization, Inc. Directors shall be limited to a single representative or his/her_ designated alternate from each corporation, employer, asso- ciation, or other member entity, which provi.de:o a minimum financial Contribution to the Corporation. minimum finan- cial support levels shall be set by the Board of Directors and may,vary, based upon the size or type of organization or- ontity. Section 4 - Bx-Officio Virectors Ex -official non -voting membership in the Board of Directors may be granted to any such entity or organization which the Board of Directors may deem appropriate, provided, however, that the Vlorida Department of Transportation shall have a permanent ex - of f icio, non -voting seat, on the Board of Directors. Section 5 - Term of Directors A Director's term shall be three (3) years; provided, howev- ©r, that the Director who is the Chairman of the Board shall - as :a -Director for a term of no more than nine (9) con©ecu five years as long as he retains such office. Directors may only nerve two (2) consecutive terms; provided, however, that any j' partial. term (which shall include (a) a partial term which 3.s f rved to finish the uncompleted tewma of another Director, and (b) the terms of the Corporation's initial Directoro) shall not be counted as one of the permitted two (2) terms. 34- 163 2 t ,• 24--'s4 `I'Hu 16':!s9 P.33 - Section 6 - Vacanci.ea The power to fill vacancies For unexpired terms shall be vested in the majority vote of the Dixeatora then in office. Harsh qualified :Director so elected ,shall hold . office for tho designated term. The term of offiaa for the initial Directors shall expire on the date of the third annual meeting of the Board ;�. `af Directors'. Uyon the expiration of each Director's term, or upon majority vote of the Board to expand the number of Hoard membors,; each Director will be elected for a'full term as provid- edherein# Section 7 - Compensation Directors shall serve without, compensation for their serv- ices but; may, fix reasonable allowance as approved by t~ho Board of Directors for reimbursement of expenses aCtual.l,y incurred in connection with their duties. Section s - Resignation or Removal Any Director may resign by giving written notice to the Secretary. Any qualified director may be removed from the Board, with or without clause, at any time, by Act of the Board'. Section 9 - Place of Heating The Board may hold its meetings, annual, regular, or spe- cial, at: ouch place as determined by the Board of Directors. Section 10 Annual and Regular- Meetings An annual meeting of the Board shall be hold in conjunction with , t:he annual meeting of the Corporation in the month of March each year for the election of Directors and officers, for the appointment: of Committees, for the receipt of reports from com- mittees and officers, and for the transaction of such other ...business as, may properly come before the. meeting, effective January :1, 1993. The annual meeting shall. be held on the date and at the time and place as shall be stated in the notice of the meeting,' which notice shall be in writing and shall be mailed at least 30' days before the annual meeting, and members of the Corporation may be invited to attend the annual meeting. Regular meetings of the Board shall be held on such dates and at such timesand places: (a) as shall be specified in a resolution - adopted by ;the Board then in effect: (b) it there shall not be any such resolution then` in effect,. as shall be specified in a notice of tthe meeting, given as provided in Article YI1, Section 11 of these Bylaws; or (c) as shall be specified in a waiver of notice thereof signed by all the Directors then in office. If at the time' any regular meeting of the Board is to be held, the date, time, and place of holding regular meetings of the Hoard shall have been fixed by resolution of the 'Board then in effect, talon notice of such regular meeting need not be given, s { 94- 163 is .. ... ..... _..,. . ... ..... .: ,r , e.. ; . , THU 14 . "{ Secltiorl 1S - Speic.iol Meetings, Notice, a and Waiver Special.'meet'i.ngs of the Board shall be held at the desire of � .." Chairman 'or Secretary of than Corporation, orany three Directors. At least four days written or oral notice of each such special meeting etatri.ng ,the time and place of the meeting shall be given o -each Director. Neither the business to be transacted at nor ` the purpose of any.meeting of the Board need be specified in the loti'ce unless required by these Bylaws. Any Director may, waive notice of any meeting. Section`'12 - Quorum# Adjournmont, and Manner of Action A majority, of the total number of voting members shall- constitute a ; quorum for than trana3action of business. The vote of a majority of the total number of nirectore shall be the act of the, Board, except as may be otherwise specifically provided by statue of these:Bylawo. If all the voting members collectively consent'.in writing to any action to be taken by the Corporation, ouch action shall be as valid corporate action as though it had basan.authorized at meeting of the board. All meetings shall be governed by R9 eXIg_Rujriso£ Order. Section 13 - Executive Co=ittee At such time as the Board of Directors exceeds twelve (12) . voting members, an Sxecutive Committee shall be established. The executive.,Committee shall consist of the Chairperson, Vice Chair- person, Executive Director (without voting rights), Secretary, and Treasurer of the Corporation. The Executive Committee shall have`„ and May exercise, in the interim between meetings of the Board.of Directors, all the designated authority of the Board of: Directors, except that the Executive Committee shall not have the power,to amend the Bylaws or to appoint officers of the Corpora-' t:ioiz. ,All actions of the Executive Committee must be reviewed by the Board of Directors at its next meeting. The Executive Com- mittee will report its actions in the interim between meetings of the Board at.'the next meeting of the Board. Meetings of the Executive Committee shall be called by the Chairperson, or in his or her ` absence, by the Secretary of. the Corporation. A majority of :the memb®ro of the Executive Committee shall constitute a quorum, The vote of a majority of the members present at a meeting at: which a quorum is present shall be the act of the Rxecukive Committee. Section 14 - Other Comtaitteeo The Board may designate other committees with such member- ship and authority as shall be provided in the resolution of ,• Appointment. (a) the Board may designate two or mor8 Directors to con- stitute any other committee it deems necessary. Any ouch committee shall have and may exercise all authority granted to it by the Board as shall be provided in the Bylaws or by resolution of the Board j s 94— 163 Section i5 - Non -liability of Directors The Directors shall not be personally liable for the debts, Liabilities, or other obligations of the Corporation, ARTICLE V - OFFICERS. A©ENT9, AND EMPLOYERS Section 1 - Number, Quali.fiaatiorse, Term, and Election of offtoers The officers of the Corporation shall ,be the Chairperson, dice Chairperson, Treasurer, and Secretary, each of whom shall be elected by the Board from among its voting members. There shall be.an'Executive Director appointed by the Board. A Director may Jointly hold the offices of Treasurer and secretary. Each of f i - cer ehal. ,' hold office for a tam from the time he or she is elected until the next succeeding annual meeting of the Board and until" his or her successor shall have been duly elected, and qualified. The Board may from time to time appoint such offi. Cers, agents, and employees as the Board may deem necessfary, or L adVisable, each of whom shall hold office or employment for such period, have such authority, and perform such duties as the Board may from time to time determine, Section 2 - Removal Any officer of the Corporation may be removed with or with out cause at any time by the act of the Board. Section 3 - Chairperson The Chairperson shall be the chief executive officer of the. Corporation. The Chairperson shall preside at each meeting of the Board and at meetings of the Executive Committee. The Chairperson shall be entitled to notice of and to attend meetings of all committees. The Chairperson shall see that all orders and resolutions of tho Board and of committees of the Board Are carried into affect. 94— 163* FED--24-94 THU 1 T 01 P. 1 is Section 4 vies Chairperson The Vice Chairperson will assist. the Chairperson in carrying out his/her duties, as set forth in Section 3 of this Article. She/he shall preside in the Chairperson's absence at meetings of. the Board of Directors and Executive Committee when such arG called for under these Bylaws. With the Chairperson and tho Board of Directors, the Board vice Chairperson shall be responsi- blo for the formation and implementation of the general policies for the Corporation. She/he shall also perform other duties as may be requested of him or her from time to time by the Chair ner son of the Board. Xn vase of the Chairperson's absence or iria- bility to act, the Vice Chairperson shall perform the duties of the chairman and when so acting shall have all the authority of and be subject to all the restrictions upon the Chairperson. Section 5 - Secretary The Secretary shall be responsible for supervising the recording and keeping of minutes of all meetings of the Board of Directors and the Executive Committee. The Secretary shall keep a register or the post office address of each Director which shall be furnished to him or her by such Directors, and shall cause to be given notice of all meetings of the Board of Dirac - tore and Executive Committee. He or she shall be the custodian of the seaal of the Corporation and shall affix the seal, or. Cause it to be affixed, to all documents the execution of which on behalf of the Corporation under its seal shall have been specifi- cally or generally authorized by the Board. He or she shall have the charge of the books, recordo, and papers of the Corporation relating to its organization as a Corporation and shall see that the reports, statements and other documents required by law are properly kept or filed. She/he -shall perform all the duties incident to the office of Secretary and such other duties as may from, time to time be assigned to him or her by the Board or by the Chairperson. Section 6 - Treasurer The Treasurer shall have charge and custody of and be re- sponsible for all funds and securities of the Corporation; shall keep full and accurate accounts of assets, liabilities, reoeipts, and disbursements, and other transactions of the Corporation in books belonging to the Corporation; shall cause regular audits of such -books to be made under the guidance and direction of the Board= and shall deposit or oause to be deposited all monies and other valuable effects in the name of and the credit of the Corporation in such banks or other depositories as may be desig- nated by the board. The Treasurer, with the authority of the Uhal:YM&n, Oball disburse the rurlds ar the Corporatlon du Ludy lit-, ordered by the Board, taking proper vouchers for such disburse- ments. she/ho ohall render, whenever the Board, Chairperson, or these Bylaws require, a statement of all transactions as Treasur- er and an account of the financial condition of the Corporation, j4 163 24--94 THU 1 7 e2 r. section 9 - vaeanoias Bxcept as otherwise provided in these Bylaws, in c&na the office of the Chairperson, Vice Chairperson, Treasurer, Secro- '0 .tary or other person appointed by the Board becomes vacant due to death, resignation or removal, the vacancy may be filled for the unexpired -term by action of the sole remaining Directors in Section 6 - Reeignations Any officer, agent or employee appointed by the Board may rseigrt his or her office at any time by giving written notice of hia or her resignation, to the Chairperson or Secretary of the Corporation. ` such a resignation shall take effect at' the titne of its ' receipt, and the acceptance of the resignation shall not be necessary to make it effective. ARTXCLE VI PERSONML Section 1 - fteoutive Director The Board of Directors may employ an Executive Director who shall be the chief operating and administrative officer of the Corporation, subject to the direction of Lthe Board. She/he shall be responsible for the Corporation's day -to --day operations, orgDniiation, and staff. In general, ahe/he shall perform all duties `incident: to the position of administrative officer and -ouch other.dutfee as may from time to time be assigned to him or her by these Bylaws or by the Chairperson. The Board shall fix the compensation of such office and approve a salary structure. Section 2 - Other Personnel The Board of Directors may also employ such other personnel and retain consultants as may be deemed necessary to attain the objectives of the Corporation. ARTYCLH V1I - CrONTRACT$, INCOME, AND DISBURSEMRNT Section 1 - Contracts The Board may authorize any officer or agent of the Corporation, in addition to the officers so authorized by these Bylaws,, to enter into any contract: or service agreement or to execute and deliver any instrument in the name of and on behalf of the Corporation, 94- 163 F'E39 24--94 T'HU Section 2 - Chooks F; :;' All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation for an amount greater than one thousand dollars ($1000 00) shall be signed by two of the following: Chairperson, Treasurer, or Executive Director of the Corporation and in such: manner as shall from time. to time be determined by resolution of the Board or by the Executive Committee in the absence of such determination by the Board. All instruments for an amount of one thousand dollars ($1000.00)-or less, within the Board unproved .,thousand dollars be signed by the'ExecutiveDirector or chairperson and in such a manner as shall from time to time be determined by resolution of the Board. Section 3 - Service Peas The Board of Directors may set and collect fees and charges to be paid by Corporations, agencies, partnerships, joint van- turea, other organizations or individuals for services performed or to be performed by the Corporation in accordance with the Articles of Incorporation and these Bylaws, Such fees and charges may vary in amount based upon the type and quantity of services and the type and size of organization receiving said. ;nervices. The fair market value of in -kind services provided by such organizations may be counted against the total amount of fees or charges owed as determined and approved by the Board of Directors. Section 4 - Aifte The Board of Directors may accept on behalf of the Corpora Lion any contributions, gifts, bequests, or devices for the general purpose or for any especial purpose of the Corporation. ARTICLE V111 - HOOKS AND RECORDS 4 The Corporation shall keep correct and complete books and records of account and shall keep summaries of the proceedings of the meetings of its members, Hoard of Directors and Committees having any of the authority of the Board of Directors and shall keep,a record of names and addresses of members entitled to vote. At intervals 4f not more than twelve (12) months, the Corporation shall prepare a balance sheet showing its financial condition as of a date not more than four (4) months prior thereto and a statement of receipts and disbursements for the proceeding twelve-month period. All, books alld records shall be kept at a location designed by the Board and may be inspected by any member or his/her agent for any proper purpose during usual busineas hours ARTICLE IX - Fiscal Y&AR The fiscal year of the Corporation shall, begin on the first clay of July in each year, 94- 163 'evm+n•A-•,.t..fi ^+."r ' ..3 mats; s° .. ". :.., . .....:. - .. ... ., .. ._. ... ... .. F'g33--24—'94 THU 1T 0z P 19 r \ k ,►RTICLS X - NON -LIABILITY - " No momber of the Corporation and no contributor to the ' Corporation shall be liable for the acts of the Corporation, its Board of nireatoro, its agents, or its representatives. The Corporation shall, indemnify any person who was or io a party, or wdp threataned:to be made a party, to any pending or completed nation," suit or proceeding civ�1, criminal, administrativo or investigative When the person is or was a member, Director, ofgicar, employee or agent of the Corporation, except that to the +extent that such claims, suite, etc., shall arise by virtue of willful misconduct or gross negligence. { r - CITY OF MIAMI, FLORIDACA INTER -OFFICE MEMORANDUM y, 11 TO i Honorable Mayor and Members FILE DATE of the City Commission Incorporation of Civic Center - sua,Ecr : Transportation .Management Organization Inc. (CCTMO) FROM ; REFERENCES: Agenda Item, City Comml SS1 On Ces o meeting of March 24, 1994 Clt ger ENCLOSURES RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to sign as an incorporator and to serve, or appoint a designee to serve, as member of the initial board of directors of.the proposed Civic Center Transportation Management Organization, Inc.(CCTMO). CCTMO is anot-for-profit corporation whose purpose will be to function as a focal point for private and public sector efforts in initiating , and implementing transportation demand management (TDM) measures in the Civic Center area. BACKGROUND The Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) promotes , the creation of transportation management organizations to help reduce traffic >congestion. In June, 1992, the Dade County Commission, by Resolution No. R- 668-92 requested establishment of such an organization in the Civic Center area. Since that time, a steering committee consisting of representatives from major employers in. the Civic Center area, including the City of Miami, Dade County, the University of Miami, Jackson Memorial Hospital, Cedars Medical Center, Lindsay Hopkins TEC, and Miami -Dade Community College, have worked toward creation of the CCTMO, assisted by Gold Coast Commuter Services in accordance . with Florida Department of Transportation policies. A representative from the Planning, Building and Zoning Department has attended these meetings. Formation of the CCTMO will provide an organizational vehicle to allow these major employers in the Civic Center area to solicit support, both financial and organizational, for a variety of transportation demand management (TDM) measures to reduce traffic congestion, improve air quality, increase mobility, and generally improve the environment of the Civic Center area. While the organization's initial support will be from member dues, assessed at the rate of $1.00 per full-time employee (approximately $600 for the City of Miami's share) most of its funding will be from various state and federal agencies, principally federal trans ortation grants funneled through the Metropolitan Planning Organization (MPO�. Attachment 94- 163