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HomeMy WebLinkAboutPACT By-LawsBYLAWS [01-28-14] PERFORMING ARTS CENTER TRUST, INC., a Florida Not -for -Profit Corporation 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 twenty-three (23) Directors shall be Community Representative Directors appointed by either the Designated Primary Artistic Organizations, future designated Primary Artists 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. Subject to final ratification by Miami -Dade County, the Board of Directors shall have the exclusive authority whether or not to approve an application for status as an additional or substituted Designated Primary Artistic Organization. (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 (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 that 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 American 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 American Artistic Organization through a public nominations process. In the event of a vacancy that 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. A vacancy in the term of a Community Representative Director due to death, resignation, removal or otherwise, may be filled by the Board and the elected successor shall serve until the next annual meeting at which Directors are elected. 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, although non - Directors shall only be appointed to the Committees by the Chairperson of the Board. Unless otherwise provided in the Bylaws, non -Directors serving on Committees shall be entitled to vote on matters that are submitted to the Committees. 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. Section 4.3 Executive Committee. The Executive Committee shall consist of not less than eight (8) nor more than thirteen (13) members, and shall be composed of the Officers of the Corporation, (excluding the President), and the chairs of the Standing Committees who are not appointed by the Chairperson. It shall possess and exercise all powers of the Board between meetings thereof, subject only to such limitations as the Board may from time to specify or as imposed by law. Such Committee shall transact its affairs in accordance with the same rules as govern the Board, except that an affirmative vote of a majority of the Committee shall be required for the adoption of any resolution which binds the Board. Section 4.4 Finance Committee. The Finance Committee shall oversee the financial affairs of the Corporation. The Committee shall limit the Corporation's investments to those which are permitted under the laws of the State of Florida and which are not prohibited by the terms of any gift to the Corporation. The Finance Committee shall present budget proposals to the Board for approval. The Treasurer shall serve as chairperson of the Finance Committee. Section 4.5 Audit Committee. The Audit Committee shall be responsible for periodically reviewing the Corporation's books and records and its internal and external accounting procedures and controls. At least once per year the Audit Committee shall render a report to the Board regarding the condition of such books, records and procedures, together with such recommendations as the Audit Committee may deem advisable. This report shall also be submitted to any government agency or funding source as required. The Audit Committee shall consist of three (3) or more members, of which at least three (3) shall then be Directors, none of whom shall be serving on the Finance Committee. Section 4.6 Management Committee. The composition and purpose of the Management Committee shall be defined in the Cooperation Agreement Between the Performing Arts Center Foundation of Greater Miami, Inc., and the Performing Arts Center Trust, Inc., as amended in March, 2010, or as it may be amended in the future. Section 4.7 Nominating and Governance Committee. 4.7.1 Composition of Committee. The Nominating and Governance Committee shall be chaired by the Immediate Past Chairperson or, if there is at the time no Immediate Past Chairperson, by the Secretary, and consist of at least five (5) Directors. The Nominating and Governance Committee may consist of a Nominations sub -committee and a Governance sub -committee, with the chair of each sub -committee appointed by the chair of the Committee. The sub -committees may make recommendations in their respective areas to the full committee, which shall approve or amend their recommendations for the further consideration of the Executive Committee and the Board. The responsibilities of the Nominating and Governance Committee shall include identifying and recommending new Directors for Board approval or election, and overseeing performance evaluations of existing Directors. The Committee is also responsible for making recommendations for changes to the Bylaws and the Articles of Incorporation. 4.7.2 Nominating Procedures. (i) For Local Governmental Authority Board positions, at least thirty (30) days prior to each annual meeting of the Corporation, and as frequently as is necessary to fill vacancies in unexpired terms of Directors, the Nominating and Governance Committee, upon the approval of the Board, shall notify the appropriate appointing authority as provided in Section 4.2 of the Articles of Incorporation and shall prepare and submit to that authority any special characteristics or professional skills that it is seeking in order to strengthen and balance the Board, as well as any suggestions for potential nominees for consideration by the appointing authority. (ii) For each vacancy of the Corporation appointed Community Representative Directors, the Board shall determine from time to time, whether to direct the Nominating and Governance Committee to request the names of candidates from the President, the Board and the public -at -large to fill one or more of the vacancies. From the names received through this process, the Nominating and Governance Committee shall, in a timely fashion, submit its recommendation(s) for Community Representative Directors for the Board. (iii) For all Officer positions whose terms have expired or are about to expire, the Nominating and Governance Committee shall recommend to the Board a slate of Officers, after first polling the Board for expression of interest. For any Officer position(s) which become vacant during the elected term and where succession is not otherwise specifically provided for in these Bylaws, the Nominating and Governance Committee shall recommend to the Board, the nominee(s) for the unexpired term of the Office, after first polling the Board for expressions of interest. (iv) When the Nominating and Governance Committee presents its recommendations to the Board for Community Representative Directors or Officers, the Chairperson shall then call for other nominations from the floor. A nomination from the floor must receive a second and then, without debate, be voted on by the Board. If the floor nominee receives a majority vote the floor nominee shall be added to the slate of candidates for the position(s) to be filled. After all Directors have had a reasonable opportunity to nominate, and not before, the nominations shall be closed. When nominations are closed the Chairperson shall proceed to put the nominations to a vote, the results of which shall be determined by a majority vote of the Directors present. If, in an instance where there are multiple candidates for a position the vote does not result in a majority, the Chairperson shall call for a runoff vote between the candidates receiving the highest number of votes until a majority vote is achieved. 4.7.3 Quorum. A majority of the members of the Nominating and Governance Committee shall constitute a quorum, which shall be required for the following acts of the Committee: (i) recommendations to the Board for the Officers and the Corporation appointed Community Representative Directors; (ii) the selection process of the Designated African American and Hispanic American Artistic Organizations as stated in Section 3.2.3; (iii) recommendations for proposed amendments to the Bylaws; and (iv) for Committee suggestions for the Local Governmental Authority Board positions as stated in Section 4.8.2 (i). Section 4.8 Investment Committee. The Investment Committee shall be composed of the Chairs of the Boards of Directors of the Corporation and the Adrienne Arsht Center Foundation, and the Treasurer of the Corporation, plus not less than two (2) financial management professionals selected by the two Chairs and the Treasurer. The Investment Committee and the Finance Committee shall submit a written investment policy, which shall describe the Committee's structure and investment guidelines, to the Board for approval. Upon approval by the Board of the investment policy, the Investment Committee shall be authorized to make investment decisions consistent with the investment policy guidelines. In addition, the Investment Committee shall be authorized to make decisions related to the hiring and firing of outside investment managers, and the Corporation's Chief Financial Officer shall be authorized to execute the Committee's decisions, which are consistent with the investment policy guidelines. In lieu of their service, the Chairs of the Boards of Directors of the Trust and the Foundation may designate another director of their respective Boards of Directors to serve on the joint Investment Committee. ARTICLE 5. OFFICERS Section 5.1 Election of Officers. At each annual meeting of the Board, the Board shall hold an election for all Officers whose positions are vacant or whose terms have expired or are about to expire (except for the position of Immediate Past Chairperson). The Officers to be elected by the Board are the Chairperson, Chairperson Elect, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer. The Office of the Immediate Past Chair shall be automatically filled by the elected Chairperson whose term is expiring. Officers of the Corporation shall serve without compensation. All Officers shall be elected from the current members of the Board of Directors. One serving Officer shall be designated by the chairperson of the Board to serve as the parliamentarian of the Board. 5.1.1 Selection of the President. The Board and the County Mayor of Miami -Dade County shall select the President of the Corporation, who shall serve as Chief Executive Officer of the Corporation at the pleasure of the Board. The President shall establish personnel and management policies in accordance with applicable law and such policies as the Board may adopt. The President will not be a director. Section 5.2 Duties and Terms of Other Officers. 5.2.1 Chairperson and Immediate Past Chairperson. The Chairperson shall be the chief volunteer officer of the Corporation. Unless absent, he/she shall preside at all meetings of the Executive Committee and the Board of Directors. The Chairperson shall be elected for a two (2) year term and may be re-elected for two successive two (2) year terms. Upon the expiration of his/her term(s), the Chairperson shall then serve as the Immediate Past Chairperson until his/her successor assumes the Office of the Immediate Past Chairperson. The Immediate Past Chairperson shall serve as char of the Nominating and Governance Committee. There is no then serving Immediate Past Chairperson, the Secretary of the Corporation shall fulfill the responsibilities of the Office, and the Office of Immediate Past Chairperson shall remain vacant for the balance of the term of such office.5.2.1 (i) Notwithstanding the term limitations set out in the second sentence of 5.2.1 above, the current Chairperson (as of March, 2013) shall be eligible to be elected as Chairperson for a two (2) year term at the annual meeting of the Directors to be held in 2013 and he shall be eligible to be re-elected as Chairperson to a two (2) year term at the annual meeting of the Directors to be held in 2015. 5.2.2 Chairperson Elect. The Chairperson Elect shall perform such duties as directed by the Chairperson to prepare him/her for the future role of Chairperson. The Chairperson Elect shall be elected for a two (2) year term of office and may be re-elected for two successive two (2) year terms. It is anticipated that the Chairperson Elect will succeed to the role of Chairperson, provided that he/she is elected by the Board or succeeds to the Office as provided below. In the event that the Chairperson is unable to serve for the full term of his/her office, then the Chairperson Elect shall automatically succeed to the office of Chairperson and shall serve for the unexpired term of the previous Chairperson. (i) Notwithstanding the term limitations set out in the second sentence of Section 5.2.2 above, the current Chairperson Elect (as of March, 2013) shall be eligible to be elected as Chairperson Elect for a two (2) year term at the annual meeting of the Directors to be held in 2015. 5.2.3 Treasurer. The Treasurer shall have the responsibility for the custody and investment of all funds and assets of the Corporation and shall hold and disburse them in accordance with the instructions of the Board; provided, however, that with regard to the investment of funds of the Corporation, the Treasurer shall be governed by the decisions of the Investment Committee subject to the provisions of Sections 4.4 and 4.8 hereof. The Treasurer shall ensure that all moneys belonging to the Corporation that are not otherwise invested, are deposited in such financial institutions as the Board shall designate, said moneys to be deposited to the account of the Performing Arts Center Trust, Inc. The Treasurer shall ensure that true books of accounts are kept and shall make such reports as are required by the Board or the Chairperson. Said books shall at all times be open to inspection by any of the Directors. The Treasurer shall serve as Chairman of the Finance Committee. The Treasurer will serve a two (2) year term and may be re-elected for two successive two (2) year terms. 5.2.4 Assistant Treasurer. The Assistant Treasurer shall perform such duties as may assist the Treasurer, including chairing the Finance Committee in the absence of the Treasurer. The Assistant Treasurer will serve a two (2) year term and may be re-elected for two successive two (2) year terms. 5.2.5 Secretary. The Secretary shall keep a record in permanent form of all meetings of the Board and shall send out notices of all meetings of the Board of Directors. The Secretary may also serve the responsibilities in accordance with Sections 4.8.1 and 5.2.1. The Secretary will serve a two (2) year term and may be re-elected for two successive two (2) year terms. 5.2.7 Terms of Office. Any officer who has served his/her maximum term(s) shall be ineligible to hold that office again until at least one year has passed. Chairperson and Chairperson -Elect shall revert to the term limits set forth in Sections 5.2.1 and 5.2.2. Section 5.3 Removal. Any officer may be removed with or without cause by the majority vote of the Board by notice in writing delivered to the person at his/her address maintained by the Corporation for this purpose. Such removal shall be effective upon such delivery of such notice. Section 5.4 Resignation. Any officer may resign at any time by giving written notice to the Board, and such resignation shall take effect at the time specified therein or, if no such time is specified, upon acceptance by the Board. Section 5.5 Vacancies. A Vacancy in any office due to death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term unless otherwise specifically provided herein. Any term limits of Officers contained in Section 5.2 shall be computed without regard to any prior time served to fill a vacancy. ARTICLE 6. MEETINGS OF DIRECTORS Section 6.1 Meetin2s 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, and except as otherwise provided herein or in the Articles of Incorporation, any action taken at such meeting shall be the action of the Board in so far as such action is authorized by law. Meetings shall be chaired by the Chairperson or, in his/her absence, the Chairperson Elect (if one is serving) or another officer designated by the Chairperson. Section 6.2 Annual Meetings. An annual meeting of the Directors for the election of Officers and for the transaction of such other business as may properly come before the Board shall be held each year in the month of September, or as soon as may be practical thereafter. Section 6.3 Regular Meetin2s. Regular meetings shall be held on such days, and at such times, and places, as the Board shall determine. Section 6.4 Special Meetings. Special meetings shall be called at any time by the Secretary, upon the request of the Chairperson or upon the written demand of any three Directors. Section 6.5 Telephonic Meetings. Subject to compliance with the provisions of the Florida Government in the Sunshine Law that would apply to a government agency, any one or more Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment allowing all persons participating in a meeting to hear each other at the same time. Participation by such means shall constitute presence at a meeting, but shall not count towards a quorum. Section 6.6 Time and Place of Meeting. All meetings shall be held at such time and within such place within Miami -Dade County as may from time to time be determined by the Board or the Chairperson, and as may be designated in the respective notices thereof. Section 6.7 Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the primary purpose or purposes for which the meeting is called, shall be delivered personally, or by mail (or by facsimile or electronic notice) as soon as may be practical prior to the meeting and shall also be published as required by law. Notice shall be given to each Director by or at the direction of the Chairperson or the Secretary or the persons calling the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the records of the Corporation with postage thereon prepaid. Section 6.8 Waiver of Notice. A written waiver of notice signed by a Director, whether before or after a meeting, shall be equivalent to the provision of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 6.9 Quorum and Voting. A majority of the Directors present shall constitute a quorum for the transaction of business by the Directors, and whenever any corporate action is to be taken by vote of the Directors, it shall, except as otherwise required herein or by law, be authorized by a majority of the votes cast at a meeting of Directors. Except as otherwise provided by law or by these Bylaws, the vote of a majority of the Directors present at a meeting at the time of a vote, if a quorum is present at such time, shall be the act of the Board. In the absence of a quorum those present at the time and place set for the meeting may take an adjournment, from time to time, until a quorum shall be present. Section 6.10 Presumption of Assent. No Director may abstain from voting except for an asserted conflict of interest, which must be stated on the record. A Director who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action taken unless he/she votes against such action or abstains from voting because of an asserted conflict of interest. Section 6.11 Minutes. Actions taken at meetings of the Board or any Committee shall be recorded in minutes. Minutes of the Board shall be submitted to the Board at its next meeting. Minutes of the proceedings of each Committee of the Corporation shall be submitted to the Executive Committee and to the Board at the next meeting of each. Section 6.12 Attendance Requirements. The Secretary shall maintain a record of attendance of the Directors at the regularly scheduled Board meetings. At any time the Secretary finds that a Director has failed to attend three consecutive regularly scheduled meetings, or half of all regular meetings in a twelve-month period, the Secretary shall so advise the Chairperson and the Board. The Directors (other than the Director reported for such failure to attend meetings) may remove such non -attending Director from the Board by the affirmative vote of a majority of all such Directors other than the non -attending Director. ARTICLE 7. FINANCIAL AFFAIRS Section 7.1 Audit and Bookkeeping. All books of the Corporation, shall be audited annually by a certified public accountant. Section 7.2 Fiscal Year. The fiscal year of the Corporation shall be from October 1 through September 30 of each year. ARTICLE 8. RULES OF ORDER "Robert's Rules of Order", as revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws. ARTICLE 9. AMENDMENTS These Bylaws may be amended, revised, repealed, or rescinded by a majority vote of the Board at any meeting of the Board. All proposed amendments to the Bylaws shall be first submitted to the Nominating and Governance Committee for evaluation and approval, which shall then submit its recommendations to the Executive Committee for approval. Upon approval by the Executive Committee, the recommendations shall be submitted to the Board of Directors for ratification. ARTICLE 10. INDEMNIFICATION Each person who acts as a Director or Officer of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by law against any costs and expenses which may be imposed upon or reasonably incurred by him/her in connection with any action, suit or proceeding in which he/she may be named as a party defendant by reason of his/her being or having been such Director or Officer, or by reason of a legal action alleged to have been taken or omitted by him/her in either such capacity; provided, however, that the Corporation shall not indemnify any such person against any costs or expenses imposed upon or incurred by him/her in relation to matters as to which he/she shall be finally adjudged by a court of competent jurisdiction to be liable for gross negligence or willful misconduct. The Corporation shall advance the reasonable legal costs and expenses incurred by the Director or Officer as they are incurred, subject to recoupment as aforesaid in the event of such final adjudication. This right of indemnification shall inure to each Director and Officer whether or not he/she is such a Director or an Officer at the time such costs or expenses are imposed or incurred, and whether or not the claim asserted against him/her is based on matters which antedate the adoption of these Bylaws; and in the event of his/her death shall extend to his/her legal representatives. Each person who shall act as Director or Officer shall be deemed to be doing so in reliance upon such right of indemnification; and such right shall not be exclusive of any other right that he/she may have. The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation and its Directors and Officers to the full extent such insurance is permitted by law. ARTICLE 11. CORPORATE SEAL The Corporate Seal shall bear the words "PERFORMING ARTS CENTER TRUST, INC." which shall be between two concentric circles, and on the inside of the inner circle shall be the words "Florida", "CORPORATION NOT FOR PROIT" and the figures "1991", an impression of such seal appearing below.