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HomeMy WebLinkAboutbackup-3of more than $500,000, and has displayed a long term financial and us- age commitment to the Corporation as determined by the Board. Designated Primary Artistic Directors shall be those Directors ap- pointed by a Designated Primary Artistic Organization. 4.4. Qualifications of Directors: The members of the Board of Directors are expected to devote time, profes- sional knowledge, personal influence, money and/or a combination thereof to attain the goals of the Corporation and shall be selected by reason of their abilities to do the fol- lowing: (a) To provide and secure financial support for the activi- ties of the Corporation. The personal contributions of the Directors are key to the financial well-being of the Corporation. Also, Direc- tors, because they have great standing in the community, can greatly influence individuals, corporations, foundations and gov- ernment agencies to provide financial support. (b) To volunteer their specialized business expertise, ad- vice and guidance to working committees when needed. (c) To spearhead and to reinforce all community and public relations work of the Corporation. 4.5. Professional Advisors to the Board: The Board shall form an advisory group comprised of the Executive Directors of the Designated Primary Artistic Organizations specified in Section 4.3, who shall be in- vited to attend such Board meetings and Committee meetings as shall be determined by the Board. 4.6. Term of Directors: Each of the 13 Directors appointed by individual County Commissioners shall serve a term which shall end concurrently with the last day of the term of the County Commissioner who appointed said Director. Individual County Commissioners who are reelected to office must officially appoint, or re -appoint if desired, a Director as his or her appointment for the new term. Each of the Directors appointed by the Board of County Commissioners At -Large shall be appointed for a three year term and shall be permitted to serve two (but no more than two) full consecutive three-year terms but may be re -appointed to the Board after ceasing to be a Director for one year. -5- Each of the 2 Directors appointed by the Mayor of Metropolitan Dade County shall serve a term which shall end concurrently with the last day of the term of the Mayor. In the event that the Mayor is reelected to office, he or she must officially ap- point, or re -appoint if desired, each of the 2 Directors as his or her appointments for the new term. Each of the three Directors appointed by the City of Miami and City of Miami Beach Commissions shall be appointed for a three year term and shall be permitted to serve two (but no more than two) full consecutive three-year terms but may be re- appointed to the Board after ceasing to be a Director for one year. There shall be one Designated Primary Artistic Director from each of the Desig- nated Primary Artistic Organizations described in Section 4.3 serving on the Board of Directors at all times to a maximum of seven. Each Designated Primary Artistic Direc- tor shall serve at the will of the Designated Primary Artistic Organization which ap- pointed him/her, and shall serve until he/she resigns or is removed. Each of the Directors appointed by the Designated African American and His- panic American Artistic Organizations may serve renewable terms of three years, sub- ject to the provisions of Section 4.7. The Director appointed by the Dade County Public School Board shall serve at the will of the School Board, and shall serve until he/she resigns or is removed. Upon the expiration of a Director's term, that Director shall remain as a member of the Board of Directors until such time as he or she is replaced or is re -appointed by the appropriate appointing authority. 4.7. Filling of Vacancies: For those Directors appointed by individual Commissioners, if a vacancy occurs prior to the expiration of the County Commissioner's term, the County Commissioner who appointed that Director shall appoint a new member to fill the vacancy. For those Directors appointed by the Mayor of Metropolitan Dade County, if a vacancy occurs prior to the expiration of the Mayor's term, the Mayor shall appoint a new member to fill the vacancy. In filling any vacancy to be filled by the Board of County Commissioners At - Large, the replacement Director shall be selected by the County Commission from a slate of three candidates to be submitted by the Performing Arts Center Trust. In the event that none of the three candidates suggested meets approval, the Performing Arts Center Trust shall submit a substitute slate for consideration. This process shall con- tinue until a suitable replacement has been found to fill the vacancy. Appointments by -6- the Board of County Commissioners At -Large shall follow the procedures of Section 6.6. Each person selected to fill a vacancy created by resignation or removal shall hold office for the unexpired term of his/her predecessor in office. The City of Miami or City of Miami Beach Commissions shall appoint a person to fill any vacancy of either of their respective Director positions, subject to ratification by the Board of Directors. Each person selected to fill a vacancy created by resignation or removal shall hold office for the unexpired term of his/her predecessor in office. Upon the occurrence of any vacancies of a Designated Primary Artistic Director, the corresponding Designated Primary Artistic Organization shall designate a replace- ment to fill such vacancy. At the conclusion of each three year term or upon the occurrence of any vacan- cies of a Director appointed by the designated African American or Hispanic American Artistic Organization, the Nominating Committee of the Performing Arts Center Trust shall meet to review the status of the respective designated artistic organization. With the approval of the Board of Directors, the Nominating Committee may: 1) request a new appointment from the designated artistic organization to fill the vacancy; or 2) may select a new designated artistic organization through a public nominations process. In the event of a vacancy which occurs prior to the expiration of a Director's term, the per- son selected to fill such vacancy shall hold office for a new three year term. The Dade County Public School Board shall appoint a person to fill any vacancy for their Director position. At the request of any appointing authority, and/or to facilitate the appointment process, the Performing Arts Center Trust may submit a slate of three candidates to an appointing authority for his/her consideration in filling any vacancies, pursuant to the process outlined in Section 6.6. 4.8. Resignations: Any Director may resign from his/her office at any time by delivering his/her res- ignation in writing to the Corporation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effec- tive. 4 9. Removal of Directors: -7- Any Director may be removed for cause as determined by the Corporation, in- cluding violation of Board policy, by the affirmative vote of the majority of the Board of Directors, provided such Director has been given prior notice that the subject of his/her removal will be presented to the Board at a duly noticed meeting. ARTICLE V MEETINGS OF BOARD OF DIRECTORS 5.1. Meetings of Board of Directors: Every meeting of persons who are Directors of the Corporation at which there is a quorum shall be a meeting of the Board of Directors, and except as otherwise pro- vided in these Articles of Incorporation, any action taken at such meeting shall be the action of the Board of Directors in so far as such action is authorized by law. 5.2. Minutes: Action taken at meetings of the Board of Directors shall be recorded in minutes. Such minutes need not distinguish between the different types of meetings in which ac- tion is taken. 5.3. Annual Meeting: The Annual Meeting for the election of officers and for the transaction of such other business as may properly come before the Directors shall be held on such day in the month of May or June in each year at such time and place as the Board of Directors shall determine and specify in the notice of meeting. 5.4. Regular Meetings: Regular meetings, at which any action taken shall be action only of the Board of Directors, shall be held on such days, times, and places as the Board of Directors shall determine. 5.5. Special Meetings: Special meetings shall be called at any time by the Secretary, upon the request of the President or upon the written demand of any three Directors. 5.6. Time and Place of Meetings: -8- PERFORMING ARTS CENTER OF GRIEAT1ER MMMIAMI 1444 Biscayne Boulevard • Suite 202 Miami, Florida 33132 Tel: 305.372.761 1 - Fax: 305.372.7659 z September 15, 2003 The Honorable Manny Diaz Mayor, City of Miami 3500 Pan American Drive Miami, Florida 33133 RE: City of Miami Appointment to the Performing Arts Center Trust Board of Directors Dear Mayor Diaz: Pursuant to the Performing Arts Center Trust's Articles of Incorporation, the City of Miami is entitled to appoint three representatives to the Board of the Performing Arts Center Trust, Inc. (PACT). The current City of Miami appointees are: Carole Ann Taylor, Ruth W. Greenfield and Fred Joseph. Mr. Joseph's term on the PACT Board has expired and unfortunately due to his length of service on the Board, he cannot be reappointed. The City of Miami is, therefore, requested to appoint a representative to this seat for a new three-year term. In order to make this appointment, the City of Miami must take formal action to appoint an individual to fill this seat, subject to ratification by the Board of the Performing Arts Center Trust. We would like to submit the following nominees for your consideration. • Ricky Arriola • Andrew Korge • Arthur Halleran Copies of their resumes are attached for your review. We believe that all of these individuals possess knowledge and expertise that would make them an asset to the PACT Board. Managed by The Performing Arts Center Trust, Inc. A Non -Profit Corporation Page 2 Hardy/Diaz/ Board Appointment For your information, you will find attached excerpts from the PACT's Articles of Incorporation that outline the appointment process. We would appreciate you forwarding to us confirmation of the City's action in this regard at your earliest convenience. If you have any questions or require further information, please contact Valerie Riles Robinson at vriles@pacmiami.com or at 305-579-7625. Sincerely, Michael C. Hardy President & CEO Attachments copy: Parker Thomson, Chair, PACT Board of Directors James Herron, Chair, PACT Nominating Committee Priscilla A. Thompson, City of Miami City Clerk Ricky Arriola Andrew Korge Arthur Halleran J. RICKY ARRIOLA 1000 South Pointe Drive, #407 Miami, FL 33I39 (305) 695-1330 (H); 305-523-1115 (0) ricky.arriola@inktel.com Employment History 2001 — Present INKTEL DIRECT CORPORATION President/CEO. Owner of this national direct marketingservices companyMIAMI, FL fulfillment and distribution, direct mail processing and information chnology consultingonin the contact (call) center,L responsibility, oversee corporate strategy,technology markets. Full P&L rP sales and marketing, and operations. Also, responsible for maintaining Company's relationships with clients, financial institutions, legal/accounting advisors, and local communities. • Negotiated and obtained a $12 million credit facility. • Obtained a $35 million, seven year contract to provide health care benefit support services with a state agency. • Built entire executive management staff and corporate organizational structure. • Restructured company capital structure to increase shareholder liquidity in a tax -advantaged manner. 2000 — 2001 CARLENDER.COM MIAMI, FL President/CEO. Lead this Internet company's start-up operations from early fund-raising into a nationally recognized online consumer finance company. Responsible for reporting to the Board of Directors, corporate strategy, business development, acquisitions and marketing. • Raised $3 million in private equity investment from institutional investors. • Created company's on-line platform and operations engine. • Developed over two dozen strategic alliances with leading Web Portals. • Signed six national financial partners for funding sources. 1998 — 2000 BMG ENTERTAINMENT, NORTH AMERICA NEW YO, Executive Assistant to the President. Reported directly to the President of BMG Music Publishing, the worrlld'svY 3`d largest music publishing company. Duties included advising company President on music catalog acquisitions, strategic alliances, budgetary matters, public relations, and general corporate governance. • Developed yearly budget for company's worldwide operations representing almost twenty countries. • Evaluated, recommended and negotiated over two dozen acquisitions of music catalogs. • Responsible for monthly financial review of company's divisions. Summer 1997 SALOMON BROTHERS, INC. Summer Associate. Primary responsibilities included: NEW YORK, NY • Industry Analysis: Performed comparable companies analysis in the durable consumer goods and financial institutions sectors in order to identify acquisition targets pursuant to client mandates. Based on valuations and strategic factors, selected target firms and developed client presentations. • Merger and Acquisition Valuations: Determined acquisition price, cost synergies, capital structure and conducted other financial analysis in the execution of merger, acquisition and divestiture transactions. Valuation methodologies included proforma analysis, discounted cash flow analysis, public and acquisition comparables and leverage buyout analysis. • Equity Offering Analysis: Calculated preliminary equity valuation, conducted financial due diligence, drafted S-1 Registration Statement and performed various other functions in connection with the initial public offering of the common stock of a chain of retail optical department stores. Drafted an Offering Memorandum in connection with a $20 million private placement of the common stock of an international telecom company. I993-1996 Education 1996-1998 1990-1993 STEEL HECTOR & DAVIS MIAMI, FL Associate. Associate in corporate department of one of Florida's top law firms. Advised clients on legal issues primarily in the areas of banking, securities, general corporate governance and international law. • Securities: Prepared various documents for fling with Securities and Exchange Conunission in connection with initial public and secondary offerings, mergers and acquisitions and proxy solicitations. • Private equity financing: Personally engaged by local high -growth company to negotiate and complete the sale of over S3,000,000 of its convertible preferred securities to venture capital firm as part of its corporate strategy to undertake an initial public offering. • Structured refinancing: Negotiated and documented $60,000,000 loan refinancing involving the sale - leaseback of several DC9 and 737 aircraft between Latin American airline and international bank syndicate. HARVARD UNIVERSITY GRADUATE SCHOOL OF BUSINESS ADMINISTRATION BOSTON, MA Masters in Business Administration degree, June 1998. Section representative for HBS Volunteers. Volunteer for TAFT Sports Program. Volunteer instructor for Junior Achievement Middle School Program. ST. JOHN'S UNIVERSITY SCHOOL OF LAW JAMAICA, NY Juris Doctor degree, cum laude. Awarded St. Thomas More Institute scholarship. Elected to editorial board of St. John's Law Review. American Jurisprudence Award recipient. 1986-1990 BOSTON COLLEGE Bachelor of Arts and Sciences in Economics. CHESTNUT HILL, MA Professional Member of Florida State Bar Association and District of Columbia Bar Association. Board of Directors, Intercontinental Bank. Member, Young President's Organization. Member, Direct Marketing Association and American Teleservices Association. Community Active in numerous community organizations in South Florida including United Way and Hands on Miami. Board of Directors, Murano at Portofino Condominium Association. Member, Charter Review Committee of Miami Beach. Personal Fluent in Spanish. Enjoy weight training, running, scuba diving, comedy films, cooking and community service. Completed Boston Marathon in 1993, 1994 and 1999. Publications "The Life and Times of a CERCLA Claim in Bankruptcy," 67 St. John's Law Review Vol I (1993). "Venture Capital in the Southeast," The Journal of Private Equity, Volume 2, Number 2 (1999). Curriculum Vitae ARTHUR J. HALLERAN, JR. 5391 Fisher Island Drive Fisher Island, Florida 33109 Education MBA, Harvard University, Graduate School of Business, 1972 BA Sociology, Villanova University, 1969 Canterbury School, New Mifford, Connecticut, 1965 Experience 1995 — QueensFort Investment Corporation/The Holleran Company, LLC Chairman of the Board QueensFort and Halieran are investment concerns which structure sale leaseback transactions in the tax exempt and taxable market place. In addition, they have acted as special advisors to the city of Miami in stadium financing. They are affiliates of James Harbour Holdings, LP, which owns two medical technology companies as well as office and residential real estate complexes. 1977 --1995 First Winthrop Corporation, Boston, Massachusetts Former Chairman of the Board First Winthrop Corporation is a major real estate investment concern involved in the ownership and operation of commercial office buildings as well as multi- family apartment complexes. Winthrop's total portfolio is in excess of $6.5 billion representing more than 30 million square feet of commercial office buildings, more than 60,000 residential apartment units, and six unique, high - end hotel properties. Sole General Partner as well as 85% owner of the concern. Winthrop, under Mr. Halleran's direction, pioneered many creative financings for major corporations requiring sale lease/back capital. These real estate financings included office buildings with I.B.M., American Electric Power, Georgia Power, Idaho Power and Light, Pacific Gas and Electric, First City Bank of Houston, Wang Laboratories and distribution centers and retail stores with K- Mart, WaI-Mart, Toys-R-Us, Safeway, Albertson's, Mervyn's and J.C. Penney. The sale lease/back portfolio was substantially in excess of 1 billion dollars. In addition, Winthrop purchased the first major asset to be sold by the R.T.C. in 1991, which was the former Centrust Tower in downtown Miami. As part of these transactions, innovations, such as the use of zero coupon bonds, accruing mortgages, land estates, two currency mortgages and sandwich leases were all part of Winthrop's history. Directorships (Past and present) Director, American Passenger Rail Car Company, Chicago, Illinois Chairman, Advanced Phoretic Sciences, South Hamilton, Massachusetts Chairman, Advanced Medical Ionosonic Technologies, South Hamilton, Ma. Vice Chairman, BioPhoretic Therapeutic Systems, Inc.,Boston,Massachusetts Trustee, Brookwood School, Manchester, Massachusetts Founder and Chairman, Camp Interactive, New York, New York Trustee, Canterbury School, New Milford, Connecticut Trustee, Catholic Charities, Archdiocese of Boston, Massachusetts Board of Governors, Daytop Village Foundation, New York, New York Trustee, Fordham University, New York, New York Trustee, International Center of Photography, New York, New York Visiting Faculty, Massachusetts Institute of Technology, Cambridge, Ma. Trustee, St. David's School, New York, New York Trustee, Villanova University, Villanova, Pennsylvania Board of Advisors, YouthBuild, Boston, Roxbury, Massachusetts Andrew P. KorgefBjo Born and raised in the City of Miami, Andrew "Andy" P. Korge has lived most of his life and all of his professional life in the community which he was raised. Andy is a graduate of Coconut Grove's Immaculata-LaSalle High School and, subsequently, attended the University of Florida where he earned a Bachelor's Degree in the College of Advertising. Andy's professional career began as an Account Manager in 1984 with Cable Marketing Systems_ CMS was the largest Cable Advertising Interconnect in the United States representing 14 cable systems in the Miami -Dade, Broward and Palm Beach County areas. In 1985 he was promoted to Sales Manager for the Palm Beach market and served as the company's Director of Promotions. In this position, Mr. Korge developed local promotions on national cable networks such as MTV, ESPN, USA and CNN networks. In 1987, Mr. Korge formed CY&M Advertising and Hot Chili Productions and served as the company's President until his departure in 1990. This company designed and implemented marketing strategies for local, regional and national clients. HCP provided film, video and photographic services to clients ofthe firm's agency as well as non -agency clients. In 1991, Andy decided to pursue his first love.....Radio broadcasting....and accepted a position with Martin Broadcasting working at the company owned South Florida Station, WTMI-FM. In 1992 he accepted a position with Paxson Communications as an Account Manager representing the company's three owned and operated stations, WZTA-FM, WLVE-FM and WINZ-AM. In 1994, Mr. Korge was promoted to the position of Director of Sports Marketing where he was in charge of the marketing and sales efforts for the University of Miami, Miami Heat, Florida Gators, and the Miami Dolphins sports play-by-play properties. Subsequently, Mr. Korge was promoted to a sales management position with the purchase of WIOD-AM by Paxson in 1995. In 1997, Paxson was purchased by Clear Channel Communications and Andy was once again promoted, this time as the Director of Sales/Statical Manager for WIOD-AM and WINZ-AM. He served in that position until his departure from the company in 2000. In late 1999, Mr. Korge gained ownership m WKAT-AM and was part ofthe group that built South Florida's newest entry to the AM Radio market, WRHB-AM. In 2001, he began in a new capacity as a station owner/operator when he assumed the position of General Manager at WKAT-AM, and in late 2002, Andy oversaw the transition in programming of WKAT-AM to the Classical Music Format_ Mr. Korge's love ofthe Arts is apparent as he has served as a Board member ofthe Coconut Grove Arts and Historical Association since 1994 and was the Chairman of the 2001 Washington Mutual Coconut Grove Arts Festival. He also serves as the Vice -Chairman of the St. Jude Melkite Church Parish Council. His love for politics stems from his term as a Congressional Page serving under the late Dante B. Fascell in U.S. House of Representatives in 1977. Andy and his wife, Maria, live in the Roads area of City of Miami with their 2 youngest children.