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RESOLUTION NO. 83-9,11
A RESOLUTION GIVING FINAL APPROVAL OF THE ARTICLES
OF INCORPORATION AND BY-LAWS IN SUBSTANTIALLY THE
FORM ATTACHED HERETO FOR THE INDEPENDENT NONPROFIT
COMMUNITY ACCESS CORPORATION KNOWN AS THE "MIAMI
CABLE ACCESS CORPORATION" ("MCAC") TO MANAGE AND
ALLOCATE THE USE OF NONMUNICIPAL PUBLIC ACCESS
CHANNELS OF THE CABLE TELEVISION SYSTEM; FURTHER
APPROVING THE COMMUNITY ACCESS AGREEMENT TO BE
ENTERED INTO BETWEEN THE CITY AND MCAC IN SUBSTANTIALLY
THE FORM ATTACHED IiERETO.
WHEREAS, the City Commission on April 1, 1982 adopted
Resolution Number 82-303 establishing an independent non-profit
community access corporation to be known as the Miami Cable Access
Corporation (MCAC) to manage and allocate the use of the non -
municipal public television access channels; and
WHEREAS, said Resolution as amended by Resolution Number 82-525,
provided for the appointment of an initial seven (7) member Board
to hire a consultant to assist in the preparation of the Articles
of Incorporation and By-laws for the MCAC for approval by the City
Commission; and
WHEREAS, the Initial Board of Directors of MCAC has prepared
and approved the Articles of Incorporation in substantially the
form attached hereto; anC
WHEREAS, the City Manager, pursuant to Section 402(c) of the
City of Miami Cable Television License Ordinance Number 9332, in his
Report to the City Commission on March 17, 1982 recommended that the
City and MCAC enter into a formal agreement setting forth the
responsibilities and duties of the parties in consideration of the
City's funding of MCAC and the allocation of non -municipal channels
to MCAC pursuant to Section 401 of Ordinance Number 9332; and
WHEREAS, the City and the MCAC Initial Board of Directors have
reached agreement as embodied in the Community Access Agreement
in substantially the form attached hereto;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
CITY COMMISSION
MEETING OF
OCT 25 1983
SOMION ,w. 83•--941
10
s
Section 1. The City Commission hereby approves the Articles
of Incorporation and By-laws for the MCAC in substantially the form
attached hereto.
Section 2. The City Commission hereby approves the Community
Access Agreement in substantially the same form attached hereto and
authorizes the City Manager to enter into sai.ci Community Access
Agreement.
I'ASSED AND ADOPTED this 25th day of October, 1983.
ATTEST:
R PH ONGIE, CITY CLERK G'
PREPARED AND APPROVED BY:
r'
A. QUI N JO
ASSISTA T ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
J0.$''E R. GARCIA-PEDROSA
(;IVY ATTORNEY
Page 2 of 2
Maurice A. Ferre
M A Y 0 R
83-941,
ARTICLES OF INCORPORATION
1434
MIAMI CABLE ACCESS CORPORATION
ARTICLE I - NAME
The name of the corporation is MIAMI CABLE ACCESS
CORPORATION (hereinafter called the "Corporation").
ARTICLE II - PURPOSE
The Corporation is organized exclusively for one or
more exempt purposes within the meaning of section 501(c)(3) of
the Internal Re,,_nue Code, as amended, or a corresponding
section of any future tax code. The Corporation shall not
engage in any activity not permitted to be carried on by a
corporation exempt from taxes under section 501(c)(3) of the
Internal Revenue Code, as amended, or a corresponding section of
any future tax code.
ARTICLE III - QUALIFICATIONS FOR AND ADMISSION OF MEMBERS
The qualifications for members and the manner of their
admission shall be regulated as provided in the bylaws of the
Corporation.
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ARTICLE IV - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of
this Corporation is 8751 West Broward Boulevard, Plantation,
Florida 33324; and the name of the initial registered agent of
this Corporation at that address is C T Corporation System.
ARTICLE V - INITIAL BOARD OF DIRECTORS
The Corporation shall have seven directors initially.
The number of directors may be either increased or decreased
from time to time as provided in the bylaws of the Corporation,
but shall never be less than one. The names and addresses of
the initial directors of this Corporation are:
Barry University
11300 N.E. 2nd Avenue
Miami, FL 33161
Initial Representative:
Sister Jeanne O'Laughlin
Biscayne College
16400 N.W. 32nd Avenue
Miami, FL 33054
Initial Representative:
Dr. James McCartney
Dade County Public Schools
1410 N.E. 2nd Avenue
Miami, FL 33132
Initial Representative:
Dr. Leonard Britton
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Florida International University
Tamiami Trail
Miami, FL 33199
Initial Representative:
Dr. Robert Winter
Florida Memorial College
15800 N.W. 42nd Avenue
Miami, FL 33054
Initial Representative:
Dr. Barbara S. Ricks
Miami -Dade Community College
11011 S.W. 104th Street
Miami, FL 33176
Initial Representative:
Dr. J. Terence Kelly
University of Miami
P.O. Box 248006
Coral Gables, FL 33124
Initial Representative:
Paul Dee, Esq.
ARTICLE VI- INCORPORATOR
The name and address of the person signing these
Articles of Incorporation is:
Paul Dee, Esq.
University of Miami
P.O. Box 248006
Coral Gables, FL 33124
ARTICLE VII - ELECTION OF DIRECTORS
Members of the Board of Directors shall be elected or
appointed from time to time, as provided in the bylaws of the
Corporation, by the City Commission of the City of Miami, the
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program councils (as defined in the bylaws of the Corporation),
the access councils (as defined in the bylaws of the
Corporation), the City Manager of the City of Miami and Miami
Cablevision, the cable licensee.
ARTICLE VIII - AMENDMENT OF ARTICLES OF INCORPORATION
These Articles of Incorporaton may be amended by
adoption by the Board of Directors of a resolution setting forth
the proposed amendment and directing that the proposed amendment
be submitted for review to the City Manager of the City of
Miami, and, if members have been admitted, to a vote at a
meeting of the members, which may be either an annual or special
meeting.
The pro.ised amendment shall be adopted upon receiving
the affirmative vote of a majority of the members voting thereon
and the written approval of the City Manager of the City'of
Miami.
The City Manager of the City of Miami may, from time to
time, propose amendments to the Articles of Incorporation for
consideration by the Board of Directors and possible adoption
pursuant to the procedure outlined above.
Members may not amend the Articles of Incorporation
without the affirmative approval of a majority of the directors
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and the written approval of the City Manager of the City of
Miami.
ARTICLE IX - DISSOLUTION
Upon dissolution of this Corporation, the assets of the
Corporation shall be distributed for one or more exempt purposes
within the meaning of section 501(c) of the Internal Revenue
Code, as amended, or a corresponding section of any future tax
code, or shall be distributed to the Federal government or to a
State or local government for a public purpose.
IN WITNESS WHEREOF, the undersigned Incorporator has
executed these Articles of Incorporation this day
of , 1983.
Paul Dee, Incorporator
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STATE OF FLORIDA }
SS.
COUNTY OF DADE }
BEFORE ME, a Notary Public authorized to take acknowl-
edgments in the state and county set forth above, personally
appeared PAUL DEE, known to me and known by me to be the person
who executed the foregoing Articles of Incorporation, and he
acknowledged before me that he executed those Articles of
Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal, in the state and county aforesaid,
this day of , 1983.
Notary Public,
State of Florida at Large
My Commission Expires:
f33-941
MCAC ORGANIZATIONAL STRUCTURE
FULL MEMBERS
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ASSOCIATE MEMBERS
-individuals
EDHCATIONALJINSTITUTIONS COMMISSION APPOINTMENTS pnw_-- | cvvwrzcS vcrmso | coomc,/u
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MCAC BOARD OF DIRECTORS
COMMITTEES
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MENT/ TECHNICAL FINANCE
SING
MCAC
EXECUTIVE
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city commission��^
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INDEX TO BYLAWS
OF
MIAMI CABLE ACCESS CORPORATION
Page
ARTICLE I. NAME AND PURPOSE
Section 1. Name ....................... 1
Section 2. Purpose .................... 1
ARTICLE II. GENERAL MEMBERSHIP
Section
1.
Qualification .............. 2
Section
2.
Classes of General
Membership ................. 2
Section
3.
Term ....................... 3
Section
4.
Non -transferability ........ 3
ARTICLE III. DIRECTORS
Section
1.
Function ................... 3
Section
2.
Qualification .............. 3
Section
3.
Compensation ............... 4
Section
4.
Number ..................... 4
Section
S.
Election and Term .......... 4
Section
6.
City Commission Designated
Positions .................. 6
Section
7.
Vacancies .................. 7
Section
8.
Removal of Directors ....... 7
ARTICLE IV. MEETINGS OF GENERAL MEMBERSHIP
Section
1.
Annual Meeting .............
8
Section
2.
Special Meetings ...........
8
Section
3.
Place ......................
8
Section
4.
Notice .....................
8
Section
5.
Waiver of Notice ...........
9
Section
6.
Notice of Adjourned
Meeting ....................
9
Section
7.
General Membership Quorum
and Voting .................
10
Section
8.
Order of Business ..........
10
ARTICLE V. MEETINGS
OF DIRECTORS
Section
1.
Place of Meeting ...........
10
Section
2.
Regular Meetings ...........
11
Section
3.
Time, Notice and Call
of Meeting .................
11
Section
4.
Quorum and Voting ..........
12
Section
5.
Presumption of Assent ......
12
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INDEX TO BYLAWS
OF
MIAMI CABLE ACCESS CORPORATION
(continued)
Section 6. Organization Meeting .......
Section 7. Director Conflict of
Interest ...................
Section 8. Executive and Other
Committees .................
ARTICLE VI. PUBLIC PARTICIPATION ...............
ARTICLE VII. OFFICERS
Section 1. Officers ...................
Section 2. Duties .....................
Section 3. Term .......................
Section 4. Removal of Officers ........
ARTICLE VIII. STAFF
Section 1. Staff ......................
Section 2. Executive Director .........
ARTICLE IX. PROGRAM COUNCILS AND ACCESS
COUNCILS
Section 1. Councils ...................
Section 2. Program Councils ...........
Section 3. Access Councils ............
Section 4. Voting and Quorum ..........
Section 5. Elections ..................
Section 6. Meetings of Councils .......
ARTICLE X. BOOKS AND RECORDS ..................
ARTICLE XI. CORPORATE SEAL .....................
ARTICLEXII. NO VESTED RIGHT ....................
ARTICLE XIII. INDEMNIFICATION ....................
ARTICLE XIV. AMENDMENT OF ARTICLES OF
INCORPORATION......................
ARTICLE XV. ADOPTION AND AMENDMENT OF BYLAWS ...
2.aq e
13
13
14
15
15
16
17
17
17
17
18
18
19
19
19
19
40,
21
21
21
22
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BYLAWS
OF
MIAMI CABLE ACCESS CORPORATION
Section 1.
ARTICLE I. NAME AND PURPOSE
Names_
The name of this corporation is
Miami Cable Access Corporation (hereafter referred to as the
"Corporation").
Section 2. Purposes. The Corporation is a Not for
Profit Corporation under Chapter 617 of the Florida Statutes,
authorized by Articles of Incorporation issued by the Secretary
of State on , 1983. Its general purpose is
educational. The initial objectives of the Corporation are to
manage and allocate the use of non -municipal public access
channels on the cable television system in the City of Miami; to
support efforts by public and community groups to use the cable
system's access services; to develop and facilitate the
production of local programming; to raise funds to support the
purposes and objectives of the Corporation; and to inform
members of the public about the services and facilities
available to them through the City of Miami's cable television
system.
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ARTICLE II. GENERAL MEMBERSHIP
Section 1. Qualification. Any person, firm,
partnership, association, corporation or other entity who is
interested in supporting, encouraging and providing for the City
of Miami's cable television system may become a general member
of the Corporation upon: (1) agreeing to abide by these Bylaws
and any amendments thereto duly adopted and all rules and
regulations adopted by the Corporation; (2) submitting an
application for general membership on the form provided by the
Corporation; (3) attending and participating in an orientation
program provided by the Corporation; and (4) agreeing to pay
such general membership fees and meet such other conditions as
may be prescribed by the Board of Directors, from time to time.
The Board of Directors shall, from time to time,
prescribe the Lorm and manner in which application may be made
for general membership and the contents and structure of general
membership orientation programs. The Board is authorized to set
the number and specific qualifications of general members and to
fix regular and special dues to be assessed general members.
Section 2. Classes of General Membership. There shall
be two classes of general members: Full members and Associate
members. Full members are those persons and entities who meet
the qualifications enumerated in Article II, Section 1, above,
and who are residents of the City of Miami or, in the case of
entities, have a place of business in the City of Miami or
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significantly contribute to the welfare and well-being of the
City of Miami, as determined by the City Manager of the City of
Miami. Associate members are those persons who meet the
qualifications enumerated in Article II, Section 1, above, but
do not reside in the City of Miami.
Section 3. Term. The initial term of general
membership shall be from the date of admittance until the next
annual meeting of the general membership. Thereafter,
membership may be renewed annually upon the terms and conditions
determined by the Board of Directors from time to time.
Failure to continue to meet the conditions of
membership shall result in termination of membership.
Section 4. Non -transferability. General membership in
this Corporation is not transferable.
ARTICLE III. DIRECTORS
Section 1. Function. All corporate powers shall be
exercised by or under the authority of, and all business and
affairs of the Corporation shall be managed under the direction
of, the Board of Directors.
Section 2. Qualification. A director may be either an
individual that resides in the City of Miami or a representative
of an educational, civic, religious, charitable or scientific
institution or non-profit or governmental organization
("institutional director"), that has a place of business in the
City of Miami or significantly contributes to the welfare and
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well-being of the City of Miami, as determined by the City
Manager of the City of Miami.
Section 3. Compensation. The directors of the
Corporation shall serve without compensation.
Section_4. Number. This Corporation shall have no
more than twenty-five (25) voting directors.
Section 5. Election and Term. The Board of Directors
shall initially consist of the seven institutional
representatives specified in the Articles of Incorporation of
the Corporation and.in subsection (a) below. Ultimately, the
Board of Directors shall consist of twenty-five (25) voting
members. The composite of the Board of Directors shall be:
(a) Seven (7) members shall be representatives of each
of the following educational institutions: Barry
University; Biscayne College; Dade County Public
6chools; Florida International University; Florida
Memorial College; Miami -Dade Community College;
and the University of Miami. Each of these
institutions shall appoint, from time to time, an
individual to represent that institution on the
Board of Directors.
(b) Five (5) members, individuals or institutional
representatives, shall be appointed by the City
Commission of the City of Miami. The term of
office of each of these five (5) members shall be
determined by the City Commission of the City of
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Miami, but shall not exceed four (4) years from
the date of appointment. The City Commission of
the City of Miami may stagger the terms of office
of these five (5) directors.
(c) Each of the seven (7) program councils (defined in
Article IX, below) may elect an individual or
institution to represent the respective program
council on the Board of Directors. The initial
program council representatives shall be elected
at the initial meeting of the respective program
councils and shall serve as directors until the
next annual meeting of the general membership.
Thereafter, the seven (7) program council
representatives shall be elected at a meeting of
the respective program councils to be held
immediately after the annual general membership
meeting in May of each year and the term of office
of each of the representatives of the seven (7)
program councils shall be one (1) year.
(d) Each of the six (6) access councils (defined in
Article IX, below) may elect an individual or
institution to represent the respective access
council on the Board of Directors. The initial
access council representatives shall be elected at
the initial meeting of the respective access
councils and shall serve as directors until the
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next annual meeting of the general membership.
Thereafter, the six (6) access council
representatives shall be elected at a meeting of
the respective access councils to be held
immediately after the annual general membership
meeting in May of each year and the term of office
of each of the representatives of the six (6)
access councils shall be one (1) year.
In addition, the City Manager of the City of Miami and
levision, the cable licensee, may, from time to time,
int an individual to attend and participate in meetings
and of Directors as non -voting, ex-officio members of
of Directors.
The Executive Director of the Corporation (defined in
'III, below) shall be a non -voting, ex-officio member of
of D' ectors.
No individuals appointed to the Board of Directors by
Commission (subsection (b), above) may serve more than
two (2) consecutive terms on the Board of Directors.
No individuals elected to the Board of Directors by
either a program council (subsection (c), above) or an access
council (subsection (d), above) may serve more than four (4)
consecutive terms on the Board of Directors.
Section 6. City Commission Designated Postions. The
City Commission of the City of Miami has designated fifteen (15)
positions on the Board of Directors. These fifteen (15)
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designated positions consist of the seven (7) educational
institution representatives, the five (5) City Commission
appointees, the City Manager appointee, the Miami Cablevision
appointee and the Executive Director. The individuals or
institutional representatives that shall occupy these fifteen
(15) positions shall be elected or appointed as provided in
Section 5, above.
Section 7. Vacancies. Any vacancy occurring in the
Board of Directors may be filled in the same manner and by the
same constituency that originally elected or appointed the
vacated seat. A director elected or appointed, as the case may
be, to fill a vacancy shall hold office only until the next
election of directors by the respective constituency. Until
such election or appointment, the remaining directors, though
less than a quorum of the Board of Directors, may temporarily
fill the vacancy by majority vote.
Section 8. Removal of Directors. Any director shall
be removed from the Board of Directors if he/she fails to attend
three (3) consecutive meetings (regular or special) of the Board
of Directors. The Chairperson of the Board may waive this
removal provision if he/she determines that the director has
good cause for non-attendance.
A director may otherwise be removed as permitted by law.
Removal of a director shall constitute a vacancy, which
may be filled in the manner provided in Section 7, above.
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ARTICLE IV. MEETINGS OF GENERAL MEMBERSHIP
Section 1. Annual Meeting. The annual meeting of the
general members of the Corporation shall be held in May of each
year. The time, date and place of the annual meeting shall be
determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the
general membership shall be held when directed by the
Chairperson of the Board or the Board of Directors, or when
requested in writing by not less than 20% of all the Full
members or 50 Full members, whichever is less. A meeting
requested by Full members shall be called for a date not less
than 10 nor more than 30 days after the request is made, unless
the Full members requesting the meeting designate a later date;
provided, that a meeting called by unanimous request of all Full
members may be held at any time to which they agree. The notice
of the meeting shall be issued by the Executive Director, unless
the Chairperson of the Board, Board of Directors, or Full
members requesting the meeting shall designate another person to
do so.
Section 3. Place. Meetings of general members shall
be held at the principal place of business of the Corporation,
unless another place is designated by the Board of Directors.
Section 4. Notice. Written notice stating the place,
day and hour of the meetinq and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called, shall be delivered to each aeneral member not less than
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10 nor more than 60 days before the meeting, either personally
or by first class mail, by or at the direction of the
Chairperson of the Board, the Secretary or the persons calling
the meetinq. If mailed, notice shall be deemed delivered when
deposited in the United States mail addressed to the general
member at his address as it appears on the general membership
list. Alternatively, the Board of Directors can resolve that
notice shall be delivered by airing an announcement of the
meeting over a public access channel(s) at such times and in
such frequencies as determined to be adequate.
Section S. Waiver of Notice.
Notice of a meeting of
the general members need not be given to any member who signs a
waiver of notice before or after the meeting. Attendance of a
general member at a meeting shall constitute a waiver of notice
of the meeting and waiver of any and all objections to the place
of the meeting, the time of the meeting, or the manner in which
it has been called or convened, except when a general member
states, at the beginning of the meeting, objection to the
transaction of business because the meeting is not lawfuly
called or convened.
Section 6. Notice of Adjourned Meeting. When a
meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting, provided
that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and
any business which might have been transacted on the original
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date of the meeting may be transacted at the adjourned meeting.
If, however, after the adjournment, the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to
each general member in good standing.
Section 7. General Membership Quorum and Voting. Five
percent (5%) of the Full members in good standing or ten (10)
Full members, whichever is more, shall constitute a quorum at a
meeting of members. If a quorum is present, the affirmative
vote of a majority of the Full members represented at the
meeting and entitled to vote on the subject matter shall be the
act of the general members. Each Full member shall be entitled
to one vote on each matter submitted to a vote of the members.
A general member entitled to vote at a general membership
meeting may not authorize another person or persons to act for
him/her by proxy.
Section 8. Order of Business. The order of business
at annual or special meetings of the Corporation shall be
determined by the Chairperson of the Board in his/her
discretion. The Chairperson or the Vice Chairperson of the
Board shall preside over meetings of the members.
ARTICLE V. MEETINGS OF DIRECTORS
Section 1. Place of Meeting. Regular and special
meetings of the Board of Directors shall be held at the
principal place of business of the Corporation or at such other
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place as may be designated by the person or persons giving
notice or otherwise calling the meeting.
Section 2. Regular Meetings. The Board of Directors
shall hold regular meetings on a quarterly basis.
Section 3. Time, Notice and Call of Meetings. Written
notice of the time and place of regular and special meetings of
the Board of Directors shall be given to each director by
personal delivery, first class mail, telegram or cablegram at
least. two (2) days before the meeting.
Notice of a meeting of the Board of Directors need not
be given to any director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of that meeting and
waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been
called or convened, except when a director states, at the
beginning of the meeting, objection to the transaction of
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board of Directors
to another time and place. Notice of any adjourned meeting
shall be given to the directors who were not present at the time
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of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment,
to the other directors.
Meetings of the Board of Directors may be called by the
Chairperson of the Board of Directors of the Corporation or by
any two directors.
Members of the Board of Directors shall participate in
meetings of the Board of Directors by attending such meetings in
person, and no member of the Board of Directors may participate
in a meeting of the Board (or any committee thereof) by means of
a conference telephone or similar communications equipment.
Section 4. Quorum and Voting. A majority of the
number of directors elected or appointed to the Board of
Directors shall constitute a quorum for the transaction of
business. The act of a majority of directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors. Each director shall be entitled to one vote
of each matter submitted to a vote of the Board of Directors.
Section 5. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any matter is taken shall be
presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto
because of an asserted conflict of interest.
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00
Section 6. Organization Meeting. within forty-five
(45) days after the corporate existence of the Corporation has
begun, an organization meeting of the Board of Directors named
in the Articles of Incorporation of this Corporation, and such
other directors as have been elected or appointed, shall be held
at the call of a majority of directors named in the Articles of
Incorporation or otherwise elected or appointed, for the purpose
of adopting bylaws, electing officers, and transacting such
other business as may come before the meeting.
Section 7. Director Conflict of Interest. No contract
or other transaction between the Corporation and one or more of
its directors or any other corporation, firm, association, or
entity in which one or more of the directors are directors or
officers or are financially interested shall be either void or
voidable because of such relationship or interest, because such
director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction, or because his or their
votes are counted for such purposes, if:
(a) The fact of such relationship or interest is
disclosed or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or transaction by
a vote or consent sufficient for the purposes without counting
the votes or consents of such interested directors;
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(b) The fact of such relationship or interest is
disclosed or known to the general members entitled to vote and
such members authorize, approve, or ratify such contract or
transaction by vote or written consent; or
(c) The contract or transaction is fair and
reasonable as to the Corporation at the time it is authorized by
the Board, a committee, or the council members.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board
of Directors or a committee thereof which authorizes, approves,
or ratifies such contract or transaction.
Section 8. Executive and Other Committees. The Board
of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an
executive committee and one or more other committees each of
which, to the %-Atent provided in such resolution, shall have and
may exercise all the authority of the Board of Directors, except
as provided by law. The executive committee, if any, shall
consist of the following seven (7) individuals: Chairperson of
the Board, Secretary, Treasurer and one (1) director from each
of the four (4) groups of directors enumerated in Article III,
Section 5, above, as selected by the Chairperson of the Board.
The Vice Chairperson shall serve as a member of the executive
committee when the Chairperson is unavailable, and shall
otherwise serve as a non -voting, ex-officio member of the
executive committee. The City Manager appointee, the Miami
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Cablevision appointee and the Executive Director shall also
serve as non -voting, ex-officio members of the executive
committee.
ARTICLE VI. PUBLIC PARTICIPATION
All meetings of the Board of Directors and general
membership of the Corporation are declared to be public meetings
open to the public at all times. The minutes of the meetings of
the Board of Directors and general membership shall be promptly
recorded and such records shall be open to public inspection,
upon reasonable request, during the normal business hours of the
Corporation.
Any member of the public may address a meeting of the
Board of Directors or a general membership meeting of the
Corporation. The Chairperson of the Board or the Board of
Directors shall, from time to time, prescribe the manner, format
and time limitations of such public participation at a meeting.
ARTICLE VII. OFFICERS
Section 1. Officers. The Board of Directors shall
elect from its members the officers of the Corporation. The
officers shall consist of a Chairperson of the Board, a Vice
Chairperson, a Secretary, and a Treasurer. Such other officers
and assistant officers and agents as may be deemed necessary or
desirable may be elected or appointed by the Board of Directors
from time to time. Any two or more offices may be held by the
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same person, except the Chairperson of the Board and the
Treasurer may not be the same person.
Section 2. Duties. The officers of this Corporation
shall have the following duties:
The Chairperson of the Board shall preside at all
meetings of the Board of Directors and shall exercise such other
powers and perform such other functions as are specified in
these Bylaws or as are otherwise necessary or desirable.
The Vice Chairperson shall exercise the powers and
perform the functions that are from time to time assigned to
him/her by the Chairperson of the Board or the Board of
Directors. The Vice Chairperson shall have the powers and shall
exercise the duties of the Chairperson whenever the Chairperson,
by reason of illness or other disability, or absence, is unable
to act, and at other times when specifically so directed by the
Board of Directors.
The Secretary shall be responsible for the maintainance
of the corporate records, except the financial records, shall,
in conjunction with the Executive Director, be responsible for
the recordation of the minutes of all meetings of the members
and Board of Directors and the conveyance of all notices of all
meetings, and shall perform such other duties as may be
prescribed by the Board of Directors or the Chairperson of the
Board.
The Treasurer shall collaborate with and oversee the
Executive Director and his/her staff, if any, in maintaining
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custody of all corporate funds and financial records, keeping
full and accurate accounts of receipts and disbursements and
rendering accounts thereof at the annual meetings of members,
shall report on the financial status of the Corporation to the
Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or the Chairperson of
the Board.
Section 3. Term. Each officer shall be elected for a
term of one (1) year. No person shall hold the same office for
more than four (4) consecutive terms.
Section 4. Removal of Officers. An officer or agent
elected or appointed by the Board of Directors may be removed by
the Board whenever in its judgment the best interests of the
Corporation will be served thereby.
Any vacancy in any office may be filled by the Board of
Directors.
ARTICLE VIII. STAFF
Section 1. Staff. The Board of Directors shall select
and hire an Executive Director. The Board may also select and
hire such other staff members as are considered necessary and
appropriate, and may delegate to the Executive Director the
responsibility of selecting and hiring staff members.
Section 2. Executive Director. The Executive Director
shall be directly responsible to the Board of Directors. The
Executive Director shall be responsible for coordinating,
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promoting and assisting in the development and cablecasting of
local programing, assisting individuals and organizations in
creating programs and using equipment, the use and maintenance
of equipment owned or used by the Corporation, contracting with
individuals and organizations for services, budgeting (as
specified by the Board) of all funds allocated by the Board,
including developing an annual budget, assisting the Treasurer
in keeping records of all financial transactions of the
Corporation, maintaining the corporate accounts, promptly paying
all bills authorized by the Board, filing all tax deposits and
reports, maintaining all tax-exempt status papers, providing
monthly financial reports that include a copy of any bank
statements, providing quarterly and year-end financial reports,
managing the day-to-day affairs of the Corporation, recommending
to the Board operating rules and charges, and such other
responsibilities as are determined by the Board.
ARTICLE IX. PROGRAM COUNCILS
AND ACCESS COUNCILS
Section 1. Councils. Any Full or Associate member of
the Corporation shall be eligible to join one program council or
one access council. Any general member may participate in any
program or access.council, but may only be a voting member of
one program council or one access council.
Section 2. Program Councils. There shall be seven (7)
program councils. The program councils shall be responsible for
securing, coordinating and/or producing program material for
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cablecasting. Each program council will secure, coordinate
and/or produce programming targeted for a specific audience.
The specific areas and parameters of each program council shall
be determined and announced by the Board of Directors.
Section 3. Access Councils. There shall be six (6)
access councils, representing six (6) neighborhood areas
delineated by the Board of Directors. At least sixty percent
(60%) of the members on each access council must reside in the
geographic area represented by that access council.
Section 4. Voting and Quorum. Each Full member of a
council shall be entitled to one vote on each matter submitted
to a vote of that council. A majority of the members of a
council entitled to vote shall comprise a quorum at a council
meeting. If a quorum is present, the affirmative vote of a
majority of the members entitled to vote shall be the act of
that council.
Section 5. Elections. Each program council and each
access council may elect from its Full members an individual or
institution to represent that council on the Board of Directors.
Section 6. Meetings of Councils. The time, place,
date and order of business of council meetings shall be
determined by the chairperson of the respective councils, if
any; by a majority of the voting members of the respective
councils; or as otherwise provided by the respective councils.
Provided however that, the time, place and date of the annual
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meetinq of the respective councils shall be held in May of each
year immediately after the general membership meeting. Any
council may provide for regular meetings and provide that
written notice shall not be required for regularly scheduled
meetings of such council. Except as otherwise provided herein,
the provisions of Article IV of these Bylaws shall apply to the
meeting and notice of meeting of councils.
ARTICLE X. BOOKS AND RECORDS
This Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings
of its membership, Board of Directors and committees of
directors.
This Corporation shall keep at its registered office or
principal place of business a record of its membership, giving
the names and addresses of all members.
Any books, records and minutes may be in written form
or in any other form capable of being converted into written
form within a reasonable time.
The City of Miami shall conduct an annual audit of the
books and records of this Corporation, and the results of such
audit shall be made available to the public.
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ARTICLE XI. CORPORATE SEAL
The.Board of Directors shall provide a corporate seal
which shall be in circular form.
ARTICLE XII. NO VESTED RIGHT
No incorporator or member shall have any vested right,
interest or privilege of, in or to assets, functions, affairs or
franchises of the Corporation, or any right, interest or
privilege which may be transferable or inheritable or which
shall continue if his membership ceases.
ARTICLE XIII. INDEMNIFICATION
Each person (including here and hereinafter, the heirs,
executors, administrators, or estate of such person) who is or
was (1) a director or officer of the Corporation, (2) an agent
or employee of the Corporation other than an officer and as to
whom the Corporation agrees to grant such indemnity, or (3)
serving at the request of the Corporation as its representative
in the position of a director, officer, agent or employee of
another corporation, partnership, joint venture, trust or other
enterprise and as to whom the Corporation has agreed to grant
such indemnity shall be indemnified by the Corporation as of
right to the fullest extent permitted or authorized by current
or future legislation or by current or future judicial or
administrative decision, against any fine, liability, cost or
expense, including attorneys' fees, asserted against him or
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incurred by him in his capacity as such director, officer,
agent, employee, or representative, or arising out of his status
as such director, officer, agent, employee or representative.
The foregoing right of indemnification shall not be exclusive of
other rights to which those seeking indemnification may be
entitled. The Corporation may maintain insurance, at its
expense, to protect itself and any such person against any such
fine, liability, cost or expenses, whether or not the
Corporation would have the legal power to directly indemnify
him/her against such liability.
ARTICLE XIV. AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporaton of the Corporation may be
amended by adoption by the Board of Directors of a resolution
setting forth the proposed amendment and directing that the
proposed amendment be submitted for review to the City Manager
of the City of Miami, and, if members have been admitted, to a
vote at a meeting of the members, which may be either an annual
or special meeting. Written notice setting forth the proposed
amendment or a summary of the changes to be effected thereby
shall be given to each member of record entitled to vote
thereon, provided that notice may be waived if permitted by law.
The proposed amendment shall be adopted upon receiving
the affirmative vote of a majority of the members voting thereon
and the written approval of the City Manager of. the City of
Miami.
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The City Manager of the City of Miami may, from time to
time, propose amendments to the Articles of Incorporation for
consideration by the Board of Directors and possible adoption
pursuant to the procedure outlined above.
ARTICLE XV. ADOPTTCN AND AMENDMENT OF BYLAWS
These Bylaws may be adopted, altered, amended or
repealed, and new Bylaws adopted, by the Board of Directors.
Any such adoption, alteration, amendment or repeal of these
Bylaws or adoption of new Bylaws, shall not be effective until
approved in writing by the City Manager of the City of Miami.
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t-w�.v1K.w: J..,>•:...�,'�°Ili:�.s+FY�i!d.�X:�:+NT yR4�H�£Mi�k -; ..,.. ._.. ,... isKJSiN',M.'�'.&dBt�1:�1�$�4d i'.li 3tiNi�.1�ii�NiY� .-.�.��. _— __
9 OF
COMMUNITY ACCESS AGREEMENT
THIS AGREEMENT, entereu into on this day of
1963, between the City of Miami, a political
subdivision of the State of Florida, hereinafter referred to as
"CITY", and Miami Cable Access Corporation, an independent
nonprofit corporation organized under and by virtue of the laws
of the State of Florida, hereinafter referred to as "MCAC".
W I T N E S S E T H:
WHEREAS, Section 402 of Ordinance No. 9332 empowers the City
Commission to establish an independent nonprofit community access
corporation known as MCAC; and
WHEREAS, "CAC is an independent nonprofit community access
corporation organized under and by virtue of the laws of the
State of Florida; and
WHEREAS, the cable licensee, Miami Cablevision, is to
provide direct financial support to MCAC in the form of an
initial start-up contribution in the ar-,ount of Two Hundred
Thousand Dollars ($200,000.00) to be paid directly to MCAC within
thirty (30) days of its incorporation; and
WHEREAS, CITY shall contribute annually to MCAC as provided
for in Section 405 of Ordinance No. 9332; and
83-9411
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WHEREAS, the City Yanaaer Fursuant tc Section 4G2(c) of
Ordinance No. 9332 in his report to the -ity Commission on Miarch
1.7, 1982, recommended that CITY and MCAC enter into a formal
agreement
setting forth the
responsibilities
and
duties
of
the
parties
in consideration
of CITE 's fundinr7
0£
ACAC
and
the
allocation of non -municipal channels to MCAC pursuant to Section
401 of Ordinance No. 93321;
NOV, iHEREFuRE, in consideration of the covenants and
agreements herein contained, CITY and MCAC agree as follows:
ARTICLE I
TERM
This Agreement shall commence on the day it is signed by the
City Manager and
shall terminate
upon the expiration or
termina-
tion, whichever
occurs first,
of the license granted
to Miami
Cablevision by C_rY, or as otherwise provided in Article VII of
this Agreement.
ARTICLE II
RIGHTS AND OBLIGATIONS OF CITY
THE CITY SHALL:
1. Use the annual contributions made by Miami Cablevision,
licensee, r.ursuant to Section 4U5(a) of Ordinance No.
9332 to stimulate community use of the cable system's
access service;
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2. Provide the following direct financial support to MCAC
and allocate from the :'-'able Television Special Revenue
Fund:
a. Annual contributions for the first five ( 5 ) years
after establishment of MCAC in an amount not less
than twenty (20) per cent of the con_ributions
received under Section 405 or Two Hundred Thousand
Dollars (5200,OOO.u0), whichever is greater;
b. Such additional contributions during said first
five (5) years as deems appropriate, provided
MCAC submits the plan and budgets required by
Section 402 of Ordinance No. 9332;
C. 5uch contributions as the CITY may deem
appropriate after the first five (5) years.
3. Conduct or contract to have conducted an annual audit
of the books and records of MCAC, the scope of said
audit to be defined by the City, and make the results
of the audit available to the public;
4. Reserve the right to establish rules ar.d4regulaLions
governing the use of access channel time and
facilities, to ensure that access services are
available on a nondiscriminatory basis and that rates
charged for such services by MCAC are nondiscriminatory
and reasonable;
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5. Use its best efforts to ensure and, enforce compliance
by the cable licensee, Miami Cablevision, of the cable
licensee's obligations and responsibilities to MCAC as
set forth in Ordinance No. 9332.
6. Reserve the riqht to review the records of MCAC at any
time upon reasonable notice during normal business
hours and reuuest progress and/or financial retorts as
deemed necessary.
ARTICLE III
RIGHTS AND OBLIGATIONS OF MCAC
MCAC SHALL:
1. Manage and allocate the use of the nonmunicipal public
access channels of the cable television system;
2. Support efforts by public and community groups to use
the care television system access services;
3. Facilitate the development and production of local
programming;
4. Raise funds to support the purposes and ob4ectives of
the MCAC;
S. Within nine (9) months of incorporation, submit to the
City Manager for approval a three-year plan for the
management, operation, and use of the cable system's
access services, together with a report assessing the
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public, lnstituti•znal, an,! community needs the access
services should ser'Je1 and uodate suc:, plan with annual
budget and grant req.iest for each fiscal year;
6. Submit to the City Manaoer for approval at least three
(3) months prior to the close of the CITY's fiscal year
a detailed and itemized budget for the utcomina fiscal
year, indicating t:,e amount of direct financial
support, if any, MCAC is requesting from the CITY;
7. Impose reasonable charges on classes of users, if
appropriate, and expend revenues obtained from such
charges for any proper purpose in support of MCAC
operations;
8. Establish and maintain a financial accounting and
record keeping system so as to account for and safe-
guard the assets of the corporation.
ARTICLE Iti
INITIAL START-UP CONTRIBUTION
It is agreed that MCAC shall, prior to receipt of Two
Hundred Thousand Dollars ($200,000.00) representing the initial
start-up contribution by the licensee pursuant to Section 406 of
Ordinance No. 9332, submit to CITY an accounting, records, and
bookkeeping system acceptable to CITY.
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It 1_, fUr...ar 3-raa _..3_ •'..�._ s'a_ re_,i'.. v� .._
receipt of sa:- initial start ....n r on fo_ a, ex:e..ses
incurre,4 b_: CITY to d to i tt a
consulting fees, in connection wit- establis�,.lent of M(ir i
shall submit to `^CAC an invoice for paymment of sal; exoens`s.
A?T I `L:. 'i
EQCAL FFOP:ZTti
MCAC acrees that there will e no discri:..4nation acainst anv
emplovee or users Of the access ser':ices on account_ of race,
coiOr, sex, religious creed, ancestr;:, ace, dnu:o3L or national
oricin in connection with an,,, operations under 'is Acreement.
MCAC further acrees to estaclis,n safeguards to ensure Minority
part icipaticr, in t " e use of community access services and
development of local procramming.
ARTICLE. VI
EQUAL EMPLOYMENT OP?ORTJVITY
MCAC agrees that it shall make a positive and good faith
effort to hire minorities, women and other protected' croups if
available and qualified.
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ARTICLE VII
TERMINATION
If either party to this Ayree^nent fails t,) filfi11 its
obligations under this Agreement or if 'MCAC iaprouerly uses the
uirect financial support it receives from (CITY pursuant to
Article II(2) of this Agreement-, the non -breaching party s'all be
entitled to terninate this Agreement by givina the breaching
party at least thirty (30) days' written notice :y reaistered
a,ail, at the principal place of business of the breaching party.
The written notice shall specify the particulars alleged to have
been violatea. If wit..'.in thirty ( 30 ) days after receivinz such
written notice, the party notified has not remedied the alleged
violation, then this Agreement shall I)e deemed terminated.
The obligation of CITY to allocate annual contributions
pursuant to Section 405 of Ordinance No. 9332, as set forth in
Article I her.--)f, shall be contincent upon future actions or
decisions of the FCC or a court of competent jurisdiction. Should
the FCC
or a court of
competent
jurisdiction determine that the
access
contributions
made by
licensee to CITY are Inauthorized,
CITY reserves the right to terminate this Agreement, in whole or
in part, by giving thirty (30) days' written notice speci`yinq
the effective date of termination. If CITY elects to terminate a
part of this Agreement pursuant to this provision, and as a
result thereof MCAC determines that it cannot reasonably dis-
charge its obligations under this Agreement, then MCAC may elect
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to terminate th;e entire Agree!rent an.: s'-,all notify CITY of such
election by giving thirty ( 30 ) days' written notice of ter-ina-
tion.
Reqardless of the cause of termination of this Agreement,
CITY agrees to provide ACAC with direct financial support
sufficient to satisfy all debts, obligations and liabilities
incurred by MICAC pursuant to MC,�.C's annual iterrized budget
tnrough the date of termination to the extent that the assets of
MCAC are not sufficient to satisfy said debts, obligations and
liabilities.
ARTICLE VIII
INDEMNIFICATION
MCAC understands and agrees that it shall indemnify ann save
CITY harmless from and against any and all claims, liabilities,
losses, and cases of action to the extent of CITY's liability,
that CITY may suffer as a result of the actions or omissions on
the part of MCAC or any person authorized to act for or on behalf
of MCAC, any orders, judgments or decrees which maye be entered
against CITY as a result of the activities of MCAC or any person
authorized to act for or on behalf of MCF.C, and fro,n and against
all costs, attorney's fees, expenses, and liabilities, to the
extent of CITY's liability, incurred in the defense of any such
claims or in the investigation thereof.
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CITY understands and agrees that it sl!ail indemnif•.• and save
MCAC harmless from and against any and all claims, liacilities,
losses and causes of action, to the extent of MCAC's liability,
that MCAC may suffer as a result of the actions or omissions of
CITY or any person authorized to act.for•or on behalf of City, or
any orders, judaments, or decrees which may be entered against
MCAC as a result of the activities of CITY or any person
authorized to act for or on behalf of CITY, and from and against
all costs, attorney's fees,
expenses,
and
liabilities, to the
extent of MCAC's liability,
incurred in
the
defense of any such
claim or in the investigation thereof.
In the event of an act or omission by the other party giving
rise to a claim for indemnification under this Agreement, the
part, seeking indemnification shall give written notice of said
act or omission to the party from whom it is seeking indemnifica-
tion within fou teen (14) days after written notice of such
occurrence is receiver by the party seeking indemnification, by
registered mail, at the principal place of business of the other
party.
ARTICLE IX
e
INSURANCE
During the term of this Agreement, MCAC shall maintain
liability insurance coverage in an amount that reflects sound
business practices as determined by the Risk Management Division
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83-y•�1,
of the City of Miami MCAC s':a11 f.:rnis!: cer_i`icate;_, of
m
insurance to the City prior to commencing any acti,,ities under
this Agreement. Certificates! of Insurance shall indicate tat
MCAC is in compliance with the provisions of this Article.
ARTICLE X
SEVERABILITY
If any term or provision of this Acreement shall be
determined to be illegal or unenforceable by the FCC or a court
of competent jurisdiction, it shall be deemed stricken. If the
striking of any such term or provision prevents substantial
performance of this Acreement by one party, the _ner party may,
at its option and subject to the provisions of Article VII
herein, terminate this Acreement without penalty.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be e"ecuted by the respective officials thereunto
duly authorized, this the day and year first above written.
ATTEST:
Secretary
ATTEST:
RALPH G. ONGIE
City Clerk
MIAMI CABLE ACCESS CORPORATION
e
By:
Chairperson
CITY OF MIAMI, a muncipal
corporation of the State of
Florida
Bv:
HOWARD V. GARY
City Manaaer
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.^..s.. � ,.'. .. ,,.. .�. _. �R.�.��IIIIIM■� ... .
APPROVED AS 70 FORM AND CORPFCTNESS:
JOSE R. GARCIA-PEDROSA
City Attorney
AYJ/wpc/00i
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95 n
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM `
Howard V. Gar, ° a T L August 17, 1933 r'LE
Citv Manager
Resolution - Miami
Cable Access Corporation
.Merry Sue Smeller ERE, Es
Assistant to the City Manager
for Cable Communications =_N`Los.GEs Resolution/City Commission
agenda for September 7, 1983
"It is recommended that the Citv Commission
adopt the attached resolution giving final
approval of the Articles of Incorporation
and By -Laws in substantially the form
attached hereto for the independent nonprofit
community access corporation known as the
"Miami Cable Access Corporation" ("MCAC")
to manage and allocate the use of nonmuni-
cipal public access channels of the cable
television system; further approving the
Community Access Agreement to be entered
into between the Citv and MCAC in substan-
tially the form attached hereto."
83_9411
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Hcward V. Gary
Cit,,, Manager
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
DATE August 17, 1983 FILE
SUeJEI:- Resolution - Miami
Cable Access Corporation
?Terry Sue Smoller REFERENCES
Assistant to the City Manager Resolution/City Commission
for Cable Communications ENCLOSURES y
Agenda for September 7, 1983
"It is recommended that the City Commission adopt
the attached resolution giving final approval of
the Articles of Incorporation and By -Laws in sub-
stantially the form attached hereto for the inde-
pendent nonprofit community access corporation
known as the 'Miami Cable Access Corporation'
("MCAC") to manage and allocate the use of non -
municipal public access channels of the cable
television system; further approving the Community
Access Agreement to be entered into between the
City and MCAC in substantially the form attached
hereto."
The MCAC Board of Directors, pursuant to Resolution 82-303 and
adopted on April 1, 1982, has prepared and adopted the attached
Articles of Incorporation and By -Laws. This task was undertaken
and completed by the law firm of Steel, Hector & Davis, utiliz-
ing the organizational framework developed by MCAC's consultant,
Rice and Associates. Prior to approval the attached documents
were reviewed by city staff and the City Attorney's Office as to
substantive and legal sufficiency. The MCAC Board has prepared
a report and timetable, attached hereto, for submission to the
City Manager and City Commission as provided for in Resolution
No. 82-303.
The Community Access Agreement to be entered into between the
City and MCAC is also attached hereto. City Staff and the City
Attorney's office has reviewed same and find them acceptable.
Moreover, the MCAC Board of Directors has adopted the Community
Access Agreement.
It is the recommendation of staff that the City Manager recommend
approval of the Articles of Incorporation, By -Laws, and Community
Access Agreement to the City Commission.
83-941,