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HomeMy WebLinkAboutPACT By-LawsYLAWS PERFORMING ARTS CENTER TRUST, lENC....„ a Florida. Corporation Not-for-PrAofit AR.TICLE 1. PURPOSES Section 1 A. Pm 3ases. This Corporation will have the purposes stated iri 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 shareholder,, 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 fi7pr 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 .2A No Loans to Directors or 0 .cers. 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 Corporationhas any vested right, interest, or privilege of, in, or to the rights, property. assets, firrictions, or affairs of the, Corporation. ARTICLE 3. BOARD OF DIRECTORS, Section. 3.1. Appointment of the I Gard of Directors. 3.1..1 Twenty-eight (28) Directors shall be appointedby local govemm.ental authorities, as provided in the Articles of T.ncorporation, 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 consistof three categories: (I) The Designated Primary Artistic Orgarrizations named in Section 4.3 of the Articles of Incorporation shalleachappoint one .(1.) Director (hereinafter referred to as a "7Designated Primary Artistic Director"), In case additional Designated Primary Artistic. Organizations shall come into existence, such organizations shall be entitled to appoint one, (1) Designated. Pritna.ry Artistic Director each. (-) 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 pers,pectives; 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 Organizationwhich appointed hirrriller,, and shafl. serve until he she resigns or is removed either by the respective Designated Priniaiy Artistic Organization, or by the Corporationas provided in Sections 3.6 and 6.12. Upon the .occurrence of any vacancies of a Desrtoated 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 612. At the conclusion of each three (3) year tem. 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 Autistic Organization through a public nominations, process. In the event of a vacancy which occurs prior to the expiration of a Directors term, the then Designated African .American or Hispanic American Artistic Organization (as the case may be) shall fillsuch vacancy for the balance of the vacated three !(3) year term. 3.2..4 The Coiporation appointed 'Community. Representative Directors shall be appointedfor a three (3) year term and shall be permitted to serve up to two consecutive three !(3) year term, 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 lit oard. of Directors. The Board shall forlin 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 shal.l. be uivited to attend :such Board and Committee meetings as :shal1. be detemnued by the Board. Section 34 '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 fromserving the Corporation in any other capacity and. receiving ,compenation therefore., Section 5.5 R.esiunation. Any Director may resign from hisiber office at any time by. delivering hisilier resignation in writing to the Corporation, and the acceptance of such resignation, unless required by the term s thereof, shall not be necessary to make :such resignation effective., Section 16 ,Removal of ,Directors. Any Director ,may be removed as provided in Section 6.12 or for cause as ,detemnned by the Corporation, including violation of Board pdlicy, 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 .willbe presented to the Board at a duly noticed meeting.