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HomeMy WebLinkAboutPACT Memo -ResumesJuly 27, 2011 The Honorable Willy Gort Chairman, City of Miami Commission 3500 Pan American Drive Miami, Florida 33133 11AUG 12 PM3:14 j,. TiOVIPSON CI i Y CLERK CITY OF I-111011. FL AdrienneArsht Cente FOR THE PERFORMING ARTS OF MIAMI-DADE COUNTY RE: City of Miami Appointments to the Performing Arts Center Trust Board of Directors Dear Chairman Gort: Pursuant to the Performing Arts Center Trust's Articles of Incorporation, the City of Miami is entitled to appoint three representatives to the Board of the Performing Arts Center Trust, Inc. (PACT). The current City of Miami appointments are: Hank Klein and Commissioner Marc Sarnoff. We would be grateful if the City of Miami Commission would consider reappointing both. Their knowledge and expertise have made both gentlemen assets to our Board. We believe that both have a pivotal role and their continued participation is exactly what is needed to move the Center forward in the future. In order to make these reappointments, the City of Miami Commission must take formal action. For your information, you will find enclosed Mr. Klein's bio as well as a copy of the PACT's Articles of Incorporation that outlines the appointment process. Please forward 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 call Valerie Riles at 786-468-2203. Sincerely, C_ y j'61 Ricky Arnola Chairman, PACT Nominating and Governance Committee Enclosures Copy: The Honorable Marc Sarnoff Mike Eidson, Chairman, PACT Board of Directors Priscilla Thompson, City Clerk Hank Klein 1300 Biscayne Boulevard, Miami, FL 33132 Telephone 786.468.2000 Fax 786.468.2001 www.arshtcenter.org Hank Klein Vice Chairman Download vCard RECEIVED 11AUGI2 PM3:I4 THOMPSON CITY CLERK CITY OF MIAMI. FL As Vice Chairman of Blanca Commercial Real Estate, Hank Klein plays a key role in the firm's new business development efforts. Widely regarded as one of South Florida's foremost commercial real estate professionals, Mr. Klein brings nearly 30 years of market expertise, having held leadership posts with Flagler Realty Services/Codina Group, Codina Bush Klein Realty — where he built one of the most successful brokerage firms in South Florida — and Cushman & Wakefield of Florida. Mr. Klein joins Blanca after having successfully served in key roles at some of the South Florida commercial real estate industry's largest and most well -respected companies. He most recently served as Executive Director for business development at Cushman & Wakefield of Florida. Here, he originated local, statewide and national business relationships, generating nearly $2 million in gross commissions over an 18-month period. Prior to joining Cushman & Wakefield, Mr. Klein was Vice Chairman at Flagler Realty Services/Codina Group, a publicly -traded real estate development and transportation firm. In this role, he was responsible for marketing the firm's product lines and services, soliciting new business opportunities, managing client relationships, and mentoring new brokers. As President and CEO of Codina Bush Klein Realty, the brokerage subsidiary of Codina Group, Mr. Klein managed four offices and 35 commercial brokers across South Florida and grew the firm's transaction volume from less than $2 million in 1988 to more than $85 million by 2000. Mr. Klein serves on the board of directors for the Miami Downtown Development Authority (DDA), United Home Care Services and Miami's Performing Arts Center Trust, which oversees the Adrienne Arsht Center for the Performing Arts. He is a member of the corporate boards of Fiduciary Trust International (a Franklin Templeton company), as well as Transatlantic Bank. Previous roles include Chairman of the Greater Miami Chamber of Commerce and Vice Chairman of the Miami -Dade College board of trustees. He is a current member of the Dade Community Foundation board of governors. Mr. Klein eamed his bachelor's degree from the University of Miami. A South Florida resident since 1957, he now resides in Miami with his wife of 20 years. M1larc D. Sarnoff - Biography Commissioner Marc D. Sarnoff's philosophy of "leaving the world a little better than you found it" guides his mission of enriching the quality of life for everyone in District 2. Commissioner Sarnoff is committed to fighting poverty, improving safety, safeguarding health, protecting the environment, and increasing the prosperity for anyone who lives or works in District 2's communities-- from West Grove north, Coconut Grove, Brickell, Downtown Miami, Edgewater, Morningside, Bayside, Belle Meade, and Shorecrest. Commissioner Sarnoff is passionate about growing our economy through Water Resource Management, including flood control, and the protection of our natural resources, most importantly our wetlands. The Commissioner is also strongly committed to the revitalization of the waterfront core. He's at the forefront of leading initiatives which will expand Miami's greening agenda, as well as its goals for urban revitalization and environmental sustainability, which will create a balance between the natural and built environments, encourage buildings of appropriate scale and engage residents and stakeholders in planning for and managing growth and change, which may include designing a pedestrian -friendly, transit -oriented commercial district, providing new homeownership opportunities for a range of income groups, exploring the possibilities of public/private partnerships, and leveraging the impact of arts and cultural institutions to create an attractive urban environment. Originally from Brooklyn, New York, Commissioner Sarnoff and his wife Teresa have been residents of Coconut Grove for over 20 years. He attended University of Tampa and graduated with honors with a BA in Criminology. He received a Juris Doctorate from Loyola University School of Law, and then continued his studies at Tulane University in the LLM program in Admiralty in Greece. He is now an attorney specializing in Admiralty and Maritime Law with his firm Sarnoff and Bayer. BYLAWS RwCE!VED 11AUGI2 PM3:I4 PERFORMING ARTS CENTER TRUST, I 3,C;LL A . THOMPSON a Florida Corporation Not -for -Profit CITY CLERK CITY OF MIAMI, FL ARTICLE 1. PURPOSES Section 1.1 Purposes. This Corporation will have the purposes stated in its Articles of Incorporation, as they now exist or are hereafter amended. ARTICLE 2. NOT FOR PROFIT Section 2.1 No Shareholders. The Corporation shall not have shareholders. Section 2.2 No Stock. The Corporation shall not issue shares of stock. Section 2.3 Nonprofit Operations. The Corporation is a Florida not -for -profit corporation. No dividend will be paid, and no part of the income or assets of this Corporation will be distributed, to its Directors or Officers. However, the corporation may contract in due course of business with its Officers or Directors for services rendered to the extent permissible under the Articles of Incorporation, under law and under Section 501(c)(3) of the United States Internal Revenue Code of 1986 (hereinafter "Code"). Section 2.4 No Loans to Directors or Officers. This Corporation will loan no money to any of its Directors or Officers. Section 2.5 No Vested Rights. No Director or Officer of this Corporation has any vested right, interest, or privilege of, in, or to the rights, property, assets, functions, or affairs of the Corporation. ARTICLE 3. BOARD OF DIRECTORS Section 3.1 Appointment of the Board of Directors. 3.1.1 Twenty-eight (28) Directors shall be appointed by local governmental authorities as provided in the Articles of Incorporation, and will serve as provided therein. Up to thirteen (13) Directors shall be Community Representative Directors appointed by either the Designated Primary Artistic Organizations, future designated Primary Artistic Organizations (if any), the Organizations selected pursuant to Section 3.1.2.(ii), or the Corporation. The Community Representative Directors shall consist of three categories: (i) The Designated Primary Artistic Organizations named in Section 4.3 of the Articles of Incorporation shall each appoint one (1) Director (hereinafter referred to as a "Designated Primary Artistic Director"). In case additional Designated Primary Artistic Organizations shall come into existence, such organizations shall be entitled to appoint one (1) Designated Primary Artistic Director each. (ii) The Corporation shall select two (2) Miami -Dade County based non- profit performing arts organizations which reflect, in both their governance and programming, community ethnic cultural perspectives; one of these should be principally an Hispanic American artistic organization and one should be principally an African American artistic organization, which artistic organizations shall each make a long range commitment to the Corporation acceptable to the Board. Each of these two performing arts organizations shall appoint one (1) Director. (iii) The remaining Community Representative Directors will be appointed by the Corporation from time to time as determined by the Board to represent the interests and diversity of the community at large. Section 3.2 Terms of Directors. 3.2.1 The terms of the Directors appointed by governmental authorities are specified in the Articles of Incorporation; such Directors are subject to removal under sections 3.6 and 6.12. 3.2.2 Each Designated Primary Artistic Director shall serve at the will of the Designated Primary Artistic Organization which appointed him/her, and shall serve until he/she resigns or is removed either by the respective Designated Primary Artistic Organization, or by the Corporation as provided in Sections 3.6 and 6.12. Upon the occurrence of any vacancies of a Designated Primary Artistic Director, the corresponding Designated Primary Artistic Organization shall designate a replacement to fill such vacancy. 3.2.3 Each of the Directors appointed by the Designated African American and Hispanic American Artistic Organizations shall serve renewable terms of three (3) years, subject to removal under sections 3.6 and 6.12. At the conclusion of each three (3) year term, the Nominating and Governance Committee shall meet to review the status of the respective Designated African American or Hispanic Artistic Organization. With the approval of the Board, the Nominating and Governance Committee may: (i) continue the designation of the previously designated organization, or (ii) may select a new Designated African American or Hispanic 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 then Designated African American or Hispanic American Artistic Organization (as the case may be) shall fill such vacancy for the balance of the vacated three (3) year term. 3.2.4 The Corporation appointed Community Representative Directors shall be appointed for a three (3) year term and shall be permitted to serve up to two consecutive three (3) year terms, and may be re -appointed to the Board after ceasing to be a Director for one (1) year. Any term limits of Community Representative Directors contained in Section 3.2, shall be computed without regard to any prior time served to fill a vacancy. Section 3.3 Professional Advisors to the Board of Directors. The Board shall form an advisory group comprised of the Executive Directors or Presidents (or their equivalent) of the Designated Primary Artistic Organizations specified in Section 4.3 of the Articles of Incorporation whom shall be invited to attend such Board and Committee meetings as shall be determined by the Board. Section 3.4 Compensation of Directors. Individuals serving on the Board shall not receive any stated salaries for their services; provided, however that nothing contained herein shall preclude any individual on the Board from serving the Corporation in any other capacity and receiving compensation therefore. Section 3.5 Resignation. Any Director may resign from his/her office at any time by delivering his/her resignation in writing to the Corporation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. Section 3.6 Removal of Directors. Any Director may be removed as provided in Section 6.12 or for cause as determined by the Corporation, including violation of Board policy, by the affirmative vote of the majority of the Board, 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 4. COMMITTEES Section 4.1 Committees. In addition to the Standing Committees set forth in the Articles of Incorporation, the Management Committee, as defined in the Cooperation Agreement between the Corporation and the Performing Arts Center Foundation, shall be a Standing Committee. In addition thereto, the Chairperson may from time to time create such ad hoc Committees as he/she may deem appropriate in consultation with the President of the Corporation. Section 4.2 Committee Members. Except for the Executive Committee and the Management Committee, Committees may include persons who are not Directors. Except for the Executive Committee and, to the extent provided in the Cooperation Agreement, the Management Committee, the members of each committee and the committee chairperson thereof shall be appointed by the Chairperson, unless otherwise provided herein.