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HomeMy WebLinkAboutFrost Museum By-LawsAMENDED AND RESTATED BYLAWS OF MUSEUM OF SCIENCE, INC. Effective as of March 7, 2016 ARTICLE I. NAME Section 1. The name of this corporation shall be Museum of Science, Inc. (the "Museum"). Section 2. The Board of Trustees of the Museum (the `Board of Trustees" or the `Board") from time to time may adopt additional names which may be used by the Museum for special projects, displays, exhibits and advertising. ARTICLE IL PURPOSE The purpose of the Museum shall be to seek the educational, scientific and charitable objectives which are set forth in the articles of incorporation of the Museum and which are set forth from time to time by action of the Board of Trustees. ARTICLE IIL MEMBERS The :Museum shall have no members; except, however, the Museum may adopt and publish from time to time one or more classes of membership related to its patrons or donors (including the requirements for qualification in, and any admission or other benefits associated with, any such classes of membership), which shall not be members as contemplated in Florida Statutes §617.0701, shall not be entitled to call or attend any meetings of the Museum or to exercise any voting or other rights related to the business or affairs of the Museum. ARTICLE IV. BOARD OF TRUSTEES Section 1. All corporate powers of the Museum shall be exercised by or under the authority of the Board o f Trustees. Section 2. The Board of Trustees shall be comprised of not less than 15 members and not more than 30 members, together with any ex officio melhers that may be appointed or designated from time to time pursuant to these bylaws. Section 3. Except as otherwise provided herein, the Trustees, other than those appointed pursuant to Sections 5 and 6 of Article CV, shall elect their own members on an annual basis by majority vote at the regular meeting of the Trustees held immediately prior to the end of each Fiscal Year. Except as otherwise provided herein, vacancies or newly created positions shall be filled by a majority vote of the Trustees. other than those appointed pursuant to Sections 5 and 6 of Article IV, at any regular or special meeting of the Trustees. Section 4. Members of the Board will be elected to two-year terms, except as otherwise provided herein. The term for each Trustee shall begin following the regular meeting of the Trustees held immediately prior to the end of each Fiscal Year at which each such Trustee is elected. Trustees elected at times other than the regular meeting of the Trustees held immediately prior to the end of each Fiscal Year will be elected to fail unexpired terms. Section 5. Miami -Dade Counn, will make appointments of 5 members to the Board. These appointments are not subject to the requirements of Article IV, Sections 3 or 4 of these bylaws. One member will be the County Commissioner representing the County Commission District embracing the Museum. Two members will be appointed at -large by the Board of County Commissioners of Miami -Dade County, The Mayor of Miami -Dade County shall appoint 2 members of the Board, one of whom will be the individual serving as the County's Chief Financial Officer, and another will be the individual serving as the Director of the Department of Cultural Affairs. Each of the 2 members at -large appointed by the Board of Commissioners of Miami -Dade County will serve a two-year term and may not be elected officials. Section 6. The City cif Miami will make appointments of 3 members to the Board. These appointments are not subject to the requirements of Article IV, Sections 3 or 4 of these bylaws. One member will be the City Commissioner representing the City Commission District embracing the Museum. The City of Miami Commission will appoint 2 members of the Board at -large. Each of the 2 members appointed by the City Commission will be appointed for a two-year term and may not be elected officials. Section 7. For each at -large appointment by the County Mayor, the County Commission and the City Commission, the Board may advise the County Mayor and County and City Commissions of any special characteristics or professional skills that it is seeking in order to strengthen and balance the Board. In addition, the Board may suggest potential nominees for consideration by the County Mayor and the County and City Commissions. After consideration of these recommendations, which are advisory only and which the County and City Commissions shall not be required to follow, the County and City Commissions will select an appointee that, in its best judgment, will best serve the interests of the Museum. the Mayor of Miami -Dade County, the Board of County Commissioners and the City Commission. Upon the expiration of the term of a member appointed by the County and the City, that member will remain on the Board of Directors until such time as he or she is replaced or is re -appointed by the appropriate appointing authority. Section 8. Ex officio members of the Board of Trustees may, in the discretion of the Board of Trustees or the Executive Committee, include a designee of any volunteer group or affiliate group as defined in Article VIII of these bylaws and any other member of P) the Board of Trustees designated as ex of ,ficio by the Board of Trustees or the Executive Committee. Ex facio members shall not have voting privileges and may designate substitutes to attend meetings of the Board of "Trustees. All ex officio members of the Board of Trustees shall serve until their successors are elected or appointed. Section 9. With the exception of those members appointed pursuant to Article IV, Sections S and b, the members of the Board are expected to devote time, professional knowledge, personal influence, money and/or a combination thereof to attain the goals of the Museum and in electing members consideration shall be given to their abilities to do the following: (a) Provide and secure financial support for the operations and activities of the Museum; (b) Volunteer their specialized business expertise, advice and guidance to working committees when needed; and (c) Lead and to reinforce all community and public relations work of the Museum. Section 10. The Board of Trustees shall adopt from time to time service and performance criteria with respect to its members, including, without limitation, requirements with respect to service on committees of the Board of Trustees, attendance at meetings of the Board of Trustees and committees of the Board. of Trustees, which criteria as adopted from time to time will be deemed part of, and attached to, these bylaws. Any service or performance criteria adopted pursuant to this Section, if applicable to the County's appointees to the Board of Trustees, or any other rules or guidelines effecting the County's appointees to the Board of Trustee or any committee of the Board of Trustees (including the Executive Committee) shall be subject to the approval of the County Mayor and the Board in order to be effective. The Board of "1 rustees shall adopt from time to time a conflicts of interest policy with respect to its members, which policy as adopted from time to time will be deemed part of, and attached to, these bylaws. The failure of a Trustee to adhere to the service and performance criteria or the conflicts of interest policy adopted by the Board of Trustees from time to time shall constitute a basis for removal from the Board of Trustees. Section 11. The Chair shall develop and deliver to the Board of Trustees, not later than 30 days prior to the beginning of each Fiscal Year, a schedule of proposed regular meetings of the Board of Trustees for such Fiscal Year (imcludingthe date, time and place for each such meeting), which shall include at least four regular meetings in total, one of which should be scheduled to occur during the 30 day period prior to the beginning of such Fiscal Year, and the Board of Trustees shall convene for regular meetings in accordance with the foregoing schedule. Section 12. Special meetings of the Board of Trustees may be called by or at the direction of the Chair, any Vice Chair, or upon the written request of one-third of the Trustees, such meetings to be held at such time and place as is designated in the notice thereof. Section 13. Except as otherwise provided herein, notice of the date, time and place of any regular or special meeting of the Board of Trustees will be delivered by the Secretary or a designee of the Secretary in writing sent by regular or electronic mail or by telephone or other oral communication at least five days prior to the date of the meeting, provided that the giving of any oral notice will be recorded in the minutes of the meeting by statement of the person giving such notice. The notice of special meetings shall state the purpose thereof. Any member of the Board of Trustees may waive notice of any meeting. Section 14. At least one fourth of the elected members of the Board of Trustees (exclusive, however, of any ex afficio members) will constitute a quorum for the transaction of business at any meeting of the Board of Trustees, unless otherwise specifically provided by law or these bylaws. Attendance will be either in person or by telephonic connection whereby the distant member(s) and those members present in person all hear and may speak to and be heard on the matters raised therein. Section 15. The act of the majority of the voting members of the Board of Trustees present at meeting at which a quorum is present will be the act of the Board of Trustees, unless the act of a greater number is required by law or these bylaws. No action of the Board of Trustees will be valid unless taken at a meeting at which a quorum is present, except that any action which may be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all voting members of the Board of Trustees (exclusive, however, of any ex of members). A Trustee may not vote by proxy. Section 16. Any member of the Board of Trustees may resign from the Board of Trustees at any time by giving written notice to the Chair, any Vice Chair or the Secretary and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective. Any member of the Board of Trustees; except for the County and City appointments; may be removed from office at any time, with or without cause, by a majority vote of the Board of Trustees, other than those appointed pursuant to Sections 5 and 6 of Article IV. ARTICLE V. COMMITTEES Section 1. The Board of Trustees shall have an Executive Committee comprised of up to 16 members, two of whom shall consist of the County Mayor's appointments, who are the individuals serving as the County's Chief Financial Officer and the Director of the Department of Cultural Affairs, and up to 14 members of the Board of Trustees other than those appointed pursuant to Article VI, Sections 5 and b, who shall be selected by a majority vote of the Board of Trustees. The Executive Committee has the primary governing authority for the Museum and as such, is delegated all the authority of the Board of Trustees in the management of the Museum when the Board of Trustees is not in session, except as otherwise provided in these bylaws or as such authority is limited by resolution of the Board. of Trustees. The delegated authority and responsibilities shall include, without limitation, the following: (a) the development and implementation of an annual business plan and budget for the Museum and the assessment from time to time of the performance of the Museum as measured by the annual business plan and budget; (b) the review and approval of the operating procedures, financial controls and other policies and guidelines with respect to the business and administrative functions of the Museum; (c) the development and oversight of policy for all personnel of the Museum, including issues related to retention, promotion, compensation and benefits (provided, however, that any decisions regarding; the retention of the President of the Museum shall be subject to the approval of the Board of Trustees); (d) the approval of any material agreements or other contractual obligations of the Museum; (e) the development and implementation of any capital campaigns and other measures intended to secure funding for the Museum, including, without limitation, all matters related to the annual gala or other ancillary or comparable social or fund-raising activities; and (f) the development and implementation of an annual business plan and budget regarding the fundraising, financing, development, construction and operation of a new facility or science center for the Museum. Section 2. The Executive Committee or the Board of Trustees may establish front time to time one or more standing or special committees to assist and advise the Board of Trustees, the Executive Committee and the President and other executive officers of the Museum with respect to their respective functions and obligations. In addition to the Executive Committee, the standing committees shall include a finance and audit committee and a board development and nominating committee. The Executive Committee or the Board of Trustees shall determine the authority, duties and responsibilities of each such standing or special committee, the composition and chair of each such committee and the term of each member of the committee. Any member of a committee may resign from the committee at any time by giving written notice to the Chair or the Secretary and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective. Any member of a committee, other than the County Mayor's appointments, who are the individuals serving as the County's Chief Financial Officer and the Director of the Department of Cultural Affairs, may be removed from office at any time, with or without cause, by the Executive Committee or majority vote of those members of the Board of Trustees other 5 than those appointed pursuant to Article IV, Sections 5 and 6; except, however, any member of the Executive Committee, other than the County Mayor's appointments, who are the individuals serving as the County's Chief Financial Officer and the Director of the Department of Cultural Affairs, may be removed from office only upon a majority vote of those members of the Board of Trustees other than those appointed pursuant to Article IV, Sections 5 and b. Any vacancies with respect to any such committee (including the chair of any such committee) may be tilled by appointment by the Executive Committee. All committee chairs must be members of the Board of Trustees; non -chair members of any such committee are not required to be members of the Board of Trustees. Section 3. The Chair of the Board of Trustees and the President of the Museum shall each be an ex ojjicio member of all committees, volunteer groups and affiliate groups, unless otherwise specified by the Board of Trustees. Section 4. A meeting of any committee may be called at any time by the chair of the committee or the Chair of the Board of Trustees. Committee meetings will be held at the Museum or at such place as the person giving notice may designate. Reasonable notice of the time and place of any meeting of a committee will be in writing sent by regular or electronic mail or by telephone or other oral communication, provided that the giving of any oral notice will be recorded in the minutes of the meeting by statement of the person giving such notice. The notice need not specify the business to be transacted at, nor the purpose of, any meeting. A written waiver of notice signed by any committee member, whether before or after any meeting, will be equivalent to the giving of timely notice to said committee member. Attendance of a committee member at a meeting will constitute a waiver of notice of such meeting and waiver of any and all obiections 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 committee member attends a meeting for the express purpose of objecting to the transaction of business because the meethig is not lawfully called or convened. Section 5. A majority of the number of committee members entitled to vote will constitute a quorum for the transaction of business at any committee meeting. Attendance will he either in person or by telephonic communication whereby the distant committee member(s) and those committee members present in person all hear and may speak to and be heard on the matters raised therein. A majority of the committee members present whether or not a quorum exists, may adjourn any meeting of a committee to another time and place. Notice of any such adjourned meeting will be given to all conunittee members, whether or not present at the time of the adjournment. Each committee member who is present at any committee meeting, whether in person or by telephonic communication, will be entitled to one vote on each matter submitted to a vote of the committee members. A committee member may not vote by proxy. Section 6. All actions of any committee will be recorded in minutes, if taken during a meeting, or in an action by written consent if taken without a meeting, will be made available upon request to any Trustee, and will be filed with the office of the 6 President of the !Museum for maintenance in the Museum's records. ARTICLE VI. COMMUNITY LEADERSHIP BOARD; SCIENCE ADVISORY BOARD Section 1. The Board of Trustees does hereby establish a Community Leadership Board (the "Leadership Board") and a Science Advisory Board (the "Science Board;"' and together with the Leadership Board, the "Advisory Boards") to assist and advise the Board of Trustees and the President and other executive officers of the Museum with respect to their respective functions and obligations and/or as any of them may from time to time determine. Except as otherwise provided in this Article Vl, the Board of Trustees shall determine the authority, duties and responsibilities of each Advisory Board, the composition and chair of each Advisory Board and the term of each member of each Advisory Board, Section 2. The Leadership Board shall be comprised of not less than five members and not more than 35 members, 22 of whom shall be appointed by the Board of Trustees and 13 of whom shall be appointed by the Board of County Commissioners. Section 3. The Science Board shall be comprised of not less than five members and not more than 35 members, each of whom shall be appointed by the Board of Trustees (and each of whom shall be individuals with significant credentials in the field of science and technology). Section 4. Each of the 13 County Commissioners of the Miami -Dade County Board of County Commissioners shall make an appointment to the Leadership Board. Each of these members shall serve a term concurrent with the term of office of the appointing County Commissioner and may not be elected officials. For each appointment by a County Commissioner, the Board may advise the County Commissioner of any special characteristics or professional skills that it is seeking in order to strengthen and balance the Leadership Board. In addition, the Board may suggest potential nominees for consideration by the County Commissioner. After consideration of these recommendations, which are advisory only and which the County Commissioner shall not be required to follow, the County Commissioner will select an appointee that, in his or her best judgment, will best serve the interests of the Museum and the County. Upon the expiration of the term of a member appointed by a County Commissioner, that member will remain on the Leadership Board until such time as he or she is replaced or is re -appointed by the succeeding County Commissioner. Section 5, The Board of Trustees shall adopt from time to time service and performance criteria with respect to members of each Advisory Group, including, without limitation, requirements with respect to service on committees of the Advisory Group, attendance at meetings of the Advisory Group and committees of the Advisory Group, which criteria as adopted from time to time will be deemed part of and attached to, these bylaws. The Board of Trustees shall adopt from time to time a conflicts of interest policy with respect to members of each Advisory Group, which policy as adopted from time to 7 time will be deemed part of, and attached to, these bylaws. The failure of a member of an Advisory Group to adhere to the service and performance criteria or the conflicts of interest policy adopted by the Board of Trustees from time to time shall constitute a basis for removal from the Advisory Group. Section G. Any member of an Advisory Board may resign from the Advisory Board at any time by giving written notice to the Chair or the Secretary and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective. Any member of an Advisory Board may be removed from office at any time, with or without cause, by the Board of Trustees, except for the members of the Leadership Board appointed by County Commissioners. Any vacancies with respect to any such Advisory Board (including the chair of any such Advisory Board) may be filled by appointment by the Board of Trustees. Section 7. The Chair of the Board of Trustees and the President of the Museum shall each be an ex olicio member of each Advisory Board, unless otherwise specified by the Board of Trustees. Section S. A meeting of an Advisoy Board may be called at any time by the chair of the Advisory Board or the Chair of the Board of Trustees. Advisory Board meetings will be held at the Museum or at such place as the person giving notice may designate. Reasonable notice of the time and place of any meeting of an Advisory Board will be in writing sent by regular or electronic mail or by telephone or other oral communication, provided that the giving of any oral notice will be recorded in the minutes of the meeting by statement of the person giving such notice. The notice need not specify the business to be transacted at, nor the purpose of, any meeting. A written waiver of notice signed by any Advisory Board member, whether before or after any meeting, will be equivalent to the giving of timely notice to said Advisory Board member. Attendance of an Advisory Board member at a meeting will constitute a waiver of notice of such 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 an Advisory Board member attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Section 9. A majority of the number of Advisory Board members will constitute a quorum for the transaction of business at any Advisory Board meeting. Attendance will be either in person or by telephonic communication whereby the distant Advisory Board member(s) and those Advisory Board members present in person all hear and may speak to and be beard on the matters raised therein. A majority of the Advisory Board members present whether or not a quorum exists, may adjourn any meeting of an Advisory Board to another time and place. Notice of any such adjourned meeting will be given to all Advisory Board members, whether or not present at the time of the adjournment. Each Advisory Board member who is present at any Advisory Board meeting, whether in person or by telephonic communication, will be entitled to one vote on each matter submitted to a vote of the Advisory Board members. An Advisory Board member may not vote by proxy. Section 10. All actions of any Advisory Board will be recorded in minutes, if taken during a meeting, or in an action by written consent if taken without a meeting, will be made available upon request to any Trustee, and will be filed with the office of the President of the Museum for maintenance in the Museum's records. Section 11. The Chair or the Executive Committee shall designate from time to time the members of the board of directors of Museum of Science Endowment Fund, Inc. (each of whom shall be members of the Board of Trustees and shall include the chair of the finance and audit committee and the individuals serving as the County's Chief Financial Officer and the Director of the Department of Cultural Affairs), together with the President of the Museum as an ex r��eao member and the other ex afficir3 members described in Article 8 of the Articles of Incorporation of Museum of Science Endowment Fund, Inc. ARTICLE VII, OFFICERS Section 1. The Museum shall have a Chair, one or more Vice Chairs, a Secretary, a Treasurer and such other officers as the Board of Trustees from time to time may deter ihie. Section 2. The Chair and Vice Chairs shall be members of. and be elected by, the Board of Trustees at the regular meeting of the Trustees held immediately prior to the end of each Fiscal Year. Vacancies ox any newly created positions shall be filled by election of the Trustees at any regular or special meeting of the Trustees, provided that notice thereof shall have been given at least 10 days prior thereto. This notice requirement may be waived by affirmative vote of two-thirds of the Trustees present at any meeting. Section 3. The Chair shall preside over all meetings of the Board of Trustees and the Executive Committee, preserve order, appoint all committees, task forces and other groups and perform such other duties as the Board of Trustees may require. The Chair shall represent the Museum at all public functions and serve as an ex officio member of all committees, task forces and other groups, except as otherwise provided in these bylaws. Section 4. The Vice Chair shall perform the duties of the Chair in the Chair's absence and shall perform such other duties as the Chair may designate. Section 5. The Secretary shall keep, or cause to be kept, correct minutes and records of attendance of alI meetings of the Board of Trustees and the Executive Committee. Section 6. The Treasurer shall be the chief fiscal officer of the Museum: arrange for the orderly accounting of all monies received and disbursed by the Museum: keep the Board of Trustees informed of fiscal matters and adherence to the Museum's annual budget by the use of regular financial statements and such other information as may be called for; and arrange for the Board of Trustees to retain an accounting firm (whose appointment shall be confirmed by the Board of Trustees) to conduct an annual audit of the Museum's financial records. Section 7. Any officer may be removed from office by vote of two-thirds of the Board of Trustees present at any meeting. Section 8. Notwithstanding anything herein to the contrary, the Board of Trustees may, from time to time, authorize that the office and duties of Chair be shared by one or more members of the Board of Trustees and elect and appoint one or more members of the Board of Trustees to serve in such capacity. If the Board of Trustees designates that the office of Chair will or may be shared and elects more than one member of the Board of Trustees to serve in such capacity, either officer in such capacity, acting alone, will have the full authority and responsibility of such office as described in these Bylaws and each such member shall be bound by, and responsible for, the decisions of the other member sharing in such capacity (provided however, if the members of the Board of Trustees sharing any such office disagree or otherwise take contrary positions on any matter that requires the decision, approval or consent of such office, the matter shall be referred to the Board of "Trustees for resolution). ARTICLE VIII. ADMINISTRATION Section 1. The chief executive officer of the Museum shall be the President and/or the Chief Executive Officer, who shall be appointed by the Board of Trustees and the Mayor of Miami -Dade County. Section 2. The President shall direct and control the administration and operation of the Museum in accordance with the directions and policies of, and shall report to and be governed by, the Board of Trustees and the Executive Committee. Section 3. 17he President shall attend all meetings of the Museum members, the Board of Trustees and the Executive Committee (and may attend any meetings of any other standing or special cornnuttees of the Board of Trustees). Section 4. The President shall submit to the Trustees at the annual meeting each year a report that reviews the work and progress of the Museum for the previous year. The President shall present, at any regular or special meeting of the Trustees, such other reports as the President may deem advisable or as any Trustee may require. The President may from time to time, with the consent of the Board of Trustees or the Executive Committee, designate and appoint a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents and other executive officers of the Museum. The President shall cause the executive officers of the Museum to submit periodic financial and operating reports, at least monthly, to the Executive Committee. ARTICLE IX. VOLUNTEER GROUPS; AFFILIATE GROUPS The Board of Trustees may authorize from time to time the affiliation of the Museum with one or more volunteer groups or affiliate group and shall prescribe the 10 terms and conditions of the affiliation of the Museum with any such volunteer groups or affiliate groups. ARTICLE X. FISCAL YEAR The fiscal year of the Museum (the "Fiscal Year") shall begin on October 1 of each year and shall end on September 30 of the following year. ARTICLE XI. COMPENSATION No Trustee or officer of the Board of Trustees shall receive compensation for services to the Museum. Trustees and officers may be reimbursed for reasonable and necessary expenditures incurred on behalf of the Museum and in accordance with its purpose and needs. ARTICLE XII. LIMITATION ON EXPENDITURES In no event shall the Trustees or officers or administrators of the Museum make any expenditures or engage in any activity inconsistent with the corporation's status as a corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or as a corporation, contributions to which are deductible under the Internal Revenue Code of 19.54, as amended. AR'T'ICLE XIII. BANK ACCOUNTS, CHECKS AND DRAFTS All bank accounts of the Museum shall be authorized in writing by the Board of Trustees. All signatures required for such accounts shall be authorized in writing by the Board of Trustees. All checks, drafts and other orders for the payment of money out of the Museum, and all evidence of indebtedness of the Museum shall be executed on behalf of the Museum only in accordance with these procedures. ARTICLE XIS'. INDEMNIFICATION The Museum hereby indemnifies any and all of its "Trustees and officers and former Trustees and officers against any damages or expenses, including, without limitation, reasonable attorneys' fees, actually and necessarily incurred by them or any one or group of them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of being or having been Trustees or officers, except in relation to matters as to which any such Trustee or officer shall be adjudged in such action, suit or proceeding to be liable for gross negligence, willful misconduct or breach of his or their fiduciary duty to the Museum or its members in the performance of his or their responsibilities, and to such matters as shall be settled by agreement predicated on the existence of such liability. AR'T'ICLE XV. REGISTERED AGENT The registered agent of the corporation for purposes of service of legal process 11 shall be the President of the Museum. ARTICLEXVI. PARLIAMENTARY AUTHORITY The rales of procedure of the Board of Trustees and of all other committees and groups of the Museum may be established by majority vote of such group. In the absence thereof, the rules contained in the current "Robert's Rules of Order" shall govern all meetings when they do not conflict with these bylaws or with the articles of incorporation of the Museum. ARTICLE XVII. AMENDMENTS Amendments to these bylaws may be made by a two-thirds vote of the Board of Trustees present at any regular or special meeting, provided that the proposed amendments shall have been sent to each voting Trustee at least 10 days prior to any such meeting. Amendments to any of (1) Article IV, Sections 5, 6 and 10, (2) Article IV, Sections 7 and 9, as to the provisions related to the County and City Commission appointments, (3) Article V, Sections 1 and 2, as to the provisions related to the County's Chief Financial Officer and the Director of the Department of Cultural Affairs, (4) Article VI, Sections 4 and 6, (5) Article VII, Section 1, and (6) this Article XVII must be approved by the County Mayor and by a two-thirds vote of the Miami -Dade County Board of County Commissioners. The County is proposing to extend to the Museum an additional $45 million grant (the "County Grant") to support the development and construction of the new science museum facility at Museum Park, which grant is expected to fund on or about April 18, 2016. Notwithstanding anything herein to the contrary, each of the provisions in these bylaws related to the powers and rights of the County and the City (including Article VI, Sections 3, 5, 6 and 3, Article V, Sections 1 and 2, Article VI, Section 4, Article VIII, Section 1 and this Article XVII) shall not have any force or effect unless and until the funding date of the County Grant. Unanimously approved by the Board of Trustees pursuant to unanimous written consent as of the date fist above written. i2