HomeMy WebLinkAbout83-97 RESOLUTIONa7 l
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RE,SOLUTION NO. 83-97
APPROVED this and day of Septemher ,Igg7.
APPROVED:
Hanna, Mayor
SCANNED
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A RESOLUTION APPROVING A LAND LEASE AGREEMENT,
WITH THE BOTANICAL GARDEN SOCIETY OF THE OZARKS,
INC., FOR THE PURPOSE OF OPERATING A BOTANICAL
GARDEN IN FAYETTEVILLE.
BE IT RESOL\TED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1. The City Council hereby approves the Land Lease Agreement, with the
Botanical Garden Society of the Ozarks, Inc., for the purpose of operating a botanical garden in
Fayetteville and authorizethe Mayor and City Clerk to execute said lease. A copy of the land lease
agreement is attached hereto marked Exhibit rrArr and made apart hereof.
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By
Traci Paul, City Clerk
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EXHIBIT'A
LAND LEASE AGREEMENT
THIS AGREEMENT madethisla-/. day of Szpten A. r,lgg7,by and between the
City of Fayetteville, a Municipal Corporation of the State of Arkansas, hereinafter referred to as 'the
City", and the Botanical Garden Society of the Ozarks, Inc., an Arkansas Non-Profit Corporation,
hereinafter referred to as "the Society".
WITNESSETH:
WHEREAS, the parties desire to enter into an agreement regarding the operation and
functioning of the Botanical Garden of the Ozarks which will serve the Northwest Arkansas
community, and which will be built on land owned by the City of Fayetteville.
WHEREAS, the Society's purpose is the establishment and operation of a botanical garden
where diverse collections of plants will be displayed, utilized, and preserved for educational,
environmental, recreational and scientific purposes, thereby promoting public awareness of the vital
and unlimited roles that plants perform.
NOW, THEREFORE, in consideration of the mutual covenants of the parties hereto the
parties covenant and agree as follows:
The City hereby designates for the establishment, construction, maintenance, and operation
thereon of a botanical garden as aforesaid for the collection and display of plant materials and for
such other purposes as are incident to the development and maintenance of a botanical garden and
for no other purpose whatsoever, contiguous tracts of land in the City, described as follows:
A part of the Northwest Quarter (NW4) of the Northeast Quarter (NE/4), a part of
the Southwest Quarter (SW4) of the Northeast Quarter (NE/4), and a part of the
Southeast Quarter (SE/4) of the Northwest Quarter (NIW4), all in Section 24,
Township l7 North, Range 30 West, Washington County, Arkansas, being all ofthat
portion in said Section 24 as described in a Warranty Deed Recorded in Book 402
at Page 313 of the records of the Circuit Clerk and Ex-Officio Recorder of
Washington County, Arkansas. Less and except that portion of said parcel within the
waters of Lake Fayetteville, more particularly described as that portion of said parcel
lying below an elevation of 1238 feet above mean sea level, said elevation being the
top of the Lake Fayetteville spillway.
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Also the Northeast Quarter (NE/4) of the Northeast Quarter (NE/4) of Section 24,
Township 17 North, Range 30 West, and the Fractional Northwest Quarter (NW4)
oftheNorthwest Quarter(NW4) of Section 19, Township 17 North, Range 29 West,
Washington County, Arkansas, as described in a Warranty Deed Recorded in Book
400 at Page 328 of the Records of the Circuit Clerk and Ex-Officio Recorder of
Washington County, Arkansas. Less and except that portion of said parcel within the
waters of Lake Fayeffeville, more particularly described as that portion of said parcel
lying below an elevation of 1238 feet above mean sea level, said elevation being the
top of the Lake Fayetteville spillway.
The City specifically retains the right to consfuct and maintain a trail upon a portion of the
above-described property and to construct and maintain a parking lot at or near the access to such
trail off of Highway 265. The Society specifically acknowledges the right of the public to access
such trail without charge.
1.0. MATNTT'.NANCI'., PROMOTTON, ANTI OPF.RATTON OF THF. GARDF'.N. The
parties agree that the Society shall operate, maintain, and promote the Botanical Garden of the
Ozarks for and on behalf of the City on the property wholly owned by the City and identified above
and incorporated by reference herein as set forth in this agreement.
2.0. I.E'ASE TI'.RM. The lease term shall commence on the date of this agreement and
shall expire at midnight local time in the City ofFayetteville, Arkansas, on the date which is 25 years
from and after the date of this agreement, subject to such being sooner terminated as provided in this
agreement. This lease term may be renewed for an additional 25 year term upon the mutual
agreement of the parties. Such renewal request shall not be unreasonably denied by the City.
2.1. REVIF'.W ANII F.VAI UATION. The parties acknowledge that the Garden is in its
formative stages and that its development will be ongoing and changeable. IT IS FURTHER
recognized that the roles, functions, and responsibilities of the respective parties will develop, grow,
and/or change as well. For these reasons, the parties shall review and evaluate this agreement on a
yearly basis to insure its appropriateness and applicability. The Society shall present an annual
progress review to the Parks and Recreation Advisory Board and the City Council.
3.0. TITI.T'. TO RUTI.DINGS AND GROUNDS. The Society acknowledges without
reservation that the City owns and shall hold title to the grounds and any future buildings constructed
on the premises.
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4.0. OPFRTATINGPOT.ICItr'.S ANIIRf,'.SPONSTRII ITIFS. TheSocietyshallprovide
to the Mayor or his designated representative its general operating policies for the Garden in written
form. These operating policies shall ensure nondiscriminatory opportunities for all citizens. The
Society agrees that its policies and operations shall be designed to preserve and maintain the
integrity of all buildings, grounds and improvements existing on the premises, and shall consider the
policies of Parks and Recreation regarding cultural and recreational facilities.
5.0. RUI.ES AI\II RHGUI.ATIONS OF SOCIF.TY. The Society may establish and
enforce any reasonable rules and regulations regarding behavior of visitors to assure the well being
of the plants and gardens, as well as the safety, comfort and quality of experience for visitors to the
premises and shall provide copies of these rules and regulations to the Mayor or his designated
representative. To the extent permitted by law, either the City or the Society may exclude
objectionable uses, or abusive or offensive person(s) from all premises subject to this agreement.
6.0. OPF',RATION AI\[D SUPT',RVTSTON OF'THT', ROTANICAI GARDF"N OF'THF',
O7.ARKS. The Society shall exercise sole operational and supervisory authority over all grounds,
buildings and personnel of the Garden and over all such matters, including but not limited to, safety,
insurance, planning, plant acquisitions, displays and gardens, and the purchase, exchange, or
acquisition of additional items to be added to the collections, except as otherwise provided in this
agreement. The Society at its expense will be responsible for all maintenance and security
associated with the operation ofthe Botanical Garden, including equipment, parking lots other than
city owned and operated parking lots, and other improvements. The Society may not sublet any
portion of the property without the express written consent of the City Council.
a. The Society will be responsible for all educational, research and
informational programs conducted on the premises and all printed material.
b. The parties agree that all employees and volunteers shall be employees of
the Society and shall not be considered to be city employees or volunteers for any
purpose whatsoever. The Society shall have the sole authority for engaging,
terminating, fixing compensation, supenrising and otherwise directing all personnel,
including sub-contractors, in conformance with applicable laws governing employees
and volunteers at the Botanical Garden.
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6.1. coNsrRUCTroN, Ar rr'.RATroNs, IMPROVF'MFNTS ANn
MAINTF.NANCf,'.. The parties agree that the Society will submit to the Fayetteville Parks and
Recreation Advisory Board for review all plans for construction, future alternations, and
improvements to be located on the premises including, but not limited to, gardens, greenhouses,
entrances and parking, and for all other alterations to any facilities and grounds at the Garden which
undertakings shall be subject to applicable City procedures, zoning ordinances, and design review.
Such submission shall also contain the proposed financing and budget for such plans.
A preliminary master plan of the garden shall be reviewed and approved by the City Council
contemporaneous with this lease. The Final Master Plan when completed and accepted by the City
Council shall serve as the development guide to present and future construction, expansion, and
improvements to the premises. Any major changes in this plan shall be submitted to the Fayetteville
Parks and Recreation Advisory Board for approval.
6.2. HOURS OF'OPF.RATION. The Society shall establish the hours of operation for
the Botanical Garden and shall consider the public interest in establishing such hours.
6.3. PROGRAM ACCF'.SSIRTI.ITY.
6.3.1. The City reserves the right of use of the Garden or any part thereof (subject to prior
reservations), with a minimum of thirty (30) days advance notice to the Society and without fee, for
indoor or outdoor meetings, programs or events not to exceed twelve (12) usages per year or two (2)
such usages in any one month. The City shall be responsible for labor costs incurred by the Society
for such usage and shall reimburse the Society therefor.
6.3.2. Groups using any of the facilities of the Garden shall abide by all regulations as
established by the City and the Society.
6.4. I.AWS. The Society shall comply with all present and future laws, ordinances, and
rules and regulations, pertaining to the City of Fayetteville including, but not limited to, the
Americans with Disabilities Act and the Arkansas Freedom of Information Act.
6.5. RESOI .UTION OF CONF I .rCT. In the event of disagreement regarding operations
procedures or scheduling, a committee consisting of four (4) members, one (l) appointed by the
City, one (l) appointed by the City Parks & Recreation Advisory Board, and two (2)bV the Society
will be constituted to resolve the differences. If no resolution is reached within a reasonable period,
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then this committee shall refer the matter to the City Council, whose decision shall be binding to
both parties.
6.6. TNSURT{NCE'. The Society agrees to obtain and maintain at its own expense,
Commercial General Liability Insurance covering public liability, bodily injuries, death, products
liability and property damage for damages and expenses arising out of the operation of the Garden
prior to opening the Garden to the public..
6.7. DF.FE.NSI'. AND INDI'.MMFICATION. The Society agrees to defend, indemnify
and hold the City, its officers, employees, agents and representatives harmless against all damages,
expenses, loss or liability from any claim or suit arising or alleged to have risen from any act or
omission of the Society, its officers, employees, agents or representatives by reason of the operation
of the Garden under this agreement, including, but not limited to, damage to or destruction of
property or injuries to or death ofa person or persons.
7.0. SF'.I.E.CTION Of,'TRUSTFFS. The Society agrees that the City Council will have
the right to appoint no less than25o/o of the members of the Society's Board of Directors. At least
one of the City's appointees shall be a current member of the City Parks and Recreation's Advisory
Board. The Society furttrer agrees to supply the names of those persons elected to the Board of
Directors to the City Clerk as public record. The Board of Directors shall faithfully and diligently
exercise such authority as herein conferred in conformity with the provisions of this agreement.
a. The Society shall file a true and correct copy of its corporate charter, with
amendments, if any, and an accurate and complete copy of its Bylaws and any
amendments thereto, and a copy of the I.R.S. Letter of Determination of I.R.C. Sec.
501(cX3) status with the City to be maintained as a public record. In the event of
subsequent amendments to such charter or bylaws, true and correct copies of the
same shall be timely filed with the City Clerk.
9.0. FUNDTNG SOURCE'.S.
8.1. In order to achieve and continue the public purpose of this agreement, funding shall
be provided or permitted but not limited to the following sources:
a. The Society agrees to use its best efforts to secure gifts ofcash, services,
endowments, and plant materials for the purpose of fulfilling its obligations
hereunder. Any funds raised for the Garden by the Society shall'be used for the
purpose of equipping and maintaining the Garden, for the improvement of real
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property, for the general maintenance of the Garden, or for any other purpose
designated by the Society's Board of Directors.
b. Generated revenue from admission, gift shop, program and service fees,
and miscellaneous rental income.
c. Gifts, grants, bequests and devises from private donors, expended in
conformance with the terms of their receipt.
d. Earned income from investments.
e. Bond funds as may be authorized.
9.0. F'TNANCIAI. REPORTS. In accordance with the Society's Bylaws, the City shall
receive a copy of the financial audit of the Garden's financial books and records every year. The
report will be provided within ninety (90) days of each completed audit. In addition, the Society
shall timely provide to the City the yearly operating budget of the Society.
10.0. Rtr'NT, r'F.f,'S, CONCF SSIONS, ANn T^rtF S. The Society shall have the right
to set admission fees to the Garden as well as fees for optional services such as programs, space
rental, etc. Fees shall be reasonable and in line with similar services available in the tourism market
place. Fees shall be presented by the Society to the Parks and Recreation Advisory Board for
approval prior to their collection.
a. The Society shall pay promptly all taxes and license fees of whatever
nature applicable under municipal, state, and federal law. In addition, the parties
agree that the Society shall indemniff and save the City harmless from and against
any liens or similar liabilities claimed or changes against the Society pursuant to the
Society's operation of the Garden.
11.0. REMf,'.NIr'.S F'OR BRE'.ACH OR VTOI.ATIONS OR DISPUTT',S.
I 1.1. Termination of Agreement. The parties agree that if either party materially breaches
or fails to perform its obligations under this agreement, the other party may give notice in writing
of inte,lrt to terminate. If the breaching or non-performing party fails to commence and effect cure
in good faith to the satisfaction of the other party within thirty (30) days of such notice or such
longer period, if agreed in writing by the parties, the agreement shall be deemed terminated at the
expiration of the thirty (30) days period or other agreed period. Any request of extension shall not
be unreasonably withheld.
11.2. hthe event the Society shall be adjudicated bankrupt or insolvent or take the benefit
of any reorganization of composition proceedings or insolvency law, or make an assignment for the
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benefit of creditors, or if the Society's interest under this agreement shall be levied upon or
attempted to be attached or sold under any process of law, or if a receiver shall be appointed for the
Society, then and thereafter the City shall have the right and option to terminate this agreement
irrespective of whether or not default exists hereunder, said determination to be effective
immediately upon City's exercise of such option by giving written notice to the Society.
11.3. Periodic Review. The Mayor or his designated representative shall review the
accomplishments of the Society based upon the three phases of site development attached hereto and
made a part hereof. A review of the Society's accomplishments at the end of Phase I (3 years) from
the date of this agreement shall reveal that75%o of the development set forth in that Phase has been
completed. If the Society has not attained this percentage of development then this agreement shall
be re-evaluated and may be terminated by the City Council. At the end of Phase II (7 years) the
Society must also have completedT5%o of the development set forttr in that Phase or this agreement
shall be re-evaluated and may be terminated by the City Council. The same procedure shall apply
to the Phase lll (7-12 years) development goals set forttr herein. I 1.5. The parties agree that neither
party shall be liable or responsible to the other for delays or impossibilities of performance caused
by force majeure occurrences beyond the control of the parties.
I1.4. The Mayor or his designated representative and the Society shall meet as requested by
any party to review the terms of this lease, to suggest and negotiate changes which may be
appropriate.
1 1.5 The parties agree that neither part shall be liable or responsible to the other for delays
or impossibilities of performance caused by force majeure occrurences beyond the control of the
parties including, but not limited to, civil disorder, fires, floods, or acts of God.
BOTANICAL GARDEN SOCIETY OF
THE OZARKS, INC.
NAME:
TITLE:
ATTEST
B
Nnue & Ttrue:
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CITY OF FAYETTEVILLE, ARI<.ANSAS
Hanna, Mayor
ATTES
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Traci Paul, City Clerk
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BOTANICAL GARDEN SOCIET}'OF THE OZARKS. INC.
PHASES
OF
SITE DEVELOPMEI{T
PHASEI (l-3years)
- Improve & maintain existing south shore trail
- Add benches and trash receptacles along rvoodland trail
- Construction of a timber- frame education station along south shore woodland trail
- Construction of a temporatl' roadwav off highrv ay 265 onto eastern proper!" rvith gate
- Construction of a temporarl parking area on eastern propertv
- Construction of a timber- frame introductorv visitor pavilion on eastern proPert-v nelr
perking area
- Construction of a walking bridge over east ProPertv drainage ditch
- Constmction of a temporary maintenance shed
- Begin preparation of plant nurser.v rvith temporaq' irrigation system
- Plant narural buffer/screen along southern neighborc boundar-v and along highway 265
- Planr a Wildflower meadow in conjunction with Environmental Studies Center
- Install sign -Future home of Botanical Garden ...
- Constmct sign/kiosk et trail head
- Constnrct and install interpretive siguage throughout property
- Bcgin planting of commemoratiye trees
- Hire Landscape Architectural firm for final Master Plan
PHASEII (3-Tyears)
- Construction of additional trails through south shore woodland
- Construction of a narrow, non-intrusive seruice road through woodland area
- Installation of a handicap accessible path in level woodland area
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- Installation and connection of utilities and servage
- Begin Construction of Visitor / Education Center
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- Preparation / amending of soil for garden arers
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- Begin installation of major gardens (Children's Garden, Sensor.v Garden, Special Events
Garden) OR minor gardens (medicinal plant garden, moon garden, kitchen garden,
etc.)
- Installetion of irrigation system and ponds ;
- Constnrction of support greenhouses I
- Construction of main entrance and entrance roadrvav
- Construction of permancnt parking area
- Installation of security
- Installation of plant collections i
- Construction of maintenance entrance
- Construction of permanent maintenance facility rvith caretaker lccommodations I
- Installation of comfort facili(v along south shore trail
- Construction of bridge over drainage ditch
PHASE'lil ( 7-12 vears)
- Construction of conser.r'atol'l'
- Construction of interior roads and pathrl,avs
- Construction of Chapel
- Construction of amphitheater
- [nstallation of n'ater features - fountains, etc.
- Construction of overllon' parking area
Installation of all other gardens
- Completion of garden installations
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INTERNAL REVENUE SERVICE
OISTRICT OIRECTOR
401 }I . PEACHTREE ST . NH
ATLANTA r GA 30365
Eta te:
MAY 3l 1994
E:OTANICAL GAIIDEN SOCIETY OF THE
OZARK 5 I NC
F'0 ErOX3079
FAYETTEU ILLE, AR 7?703-3079
OEPARTHENT OF THE TREASURY
Emp l,iyef Ident i f i cdt i,:rn Number :
7 L-0710 464
Case Number:
584 1 1 ?009
Crt,otact F'erson:
LORETTA HAI'II LTON
Cc,ntact T* I ephone Number:(404) 331 -09?7
Accrt,unting Per iod End i ng:
Becember 3 t
Fc,undat ion Status C Iass if icat ion:
509(a) (t)
Advance Ruling Feri,:d Eegins:
January 18r L994
Advance Rul ing Periad Ends:
0ecember 31r 1gg.q
Addendum Appl ies:
Yes
Bear App I icant:
Elased ,rn inf 'lrmet ir-rn you supp I ied r and assum ing your operat ions r.r i I I be aEstated in y,;,xr ePplicatirrrl frlF recognition of exemptionr r.re have determined ynuere exempt frtn federal incr-,me tax under section 501(a) of the Internal RevenueC*de as an '-rrgan isat i,rn descr ibed in sect i,rn 501 (c) (3) .
Because you are a neHly created rlrganizationr He are not nox nak ing af ina I determ inat ir--rrt rtrf your f oundat i':n status under sect ion E09 (a) of the Cade.
Ht:'l'{everr He have determined that yau can reasonably expect to be a publicly
suppc,rted org€n izat i,:,n descr ibed in sect i,rn 509 (a) (2) .
Accordinglyr during an advance ruling peri,rd you nill be treated as a
publ icly supported nrganizationr and not as a private foundation. This advancerul ing peri'rd begins and ends on the dates shoun above.
l'lithin 90 days after the end of your advance ruling periodr you rust
send us the information needed to determine xhether you have met the require-
ments r-,f the applicable support test during the advance ruling period. If youestablish that you have been a publicly supported organizationr xe xill ctassi-fv you as a section 509(a) (1) rrr 509(a) (2) organization es long as you continuet,r meet the requirements af the applicable support test. If you do not neetthe publ ic support requirements during the advance ruling periodr xe xillclassify you as a private foundatir.,n for future periods. Alsor if xe classify
you as a private foundatir.rnr xe xill treat you as a private foundation f ror
your beginning date frrr purposes of section 507(d) and 4?40.
6rant')rs and contributors nay rely on our determination that you ilre not aprivate foundati,:n until g0 days after the end 'rf your advance ruling period.If you send us the required infornation xithin the 90 daysr grantors andc,:ntributors may continue to rely on the advance determination until xe rakea f i na I determ i nat i on ,rf your foundat i on status.
If r.re publish a nr-,tice in the Internal Revenue Bulletin stating that Ne
Letter 1045 (00 /CB,
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ElOTANICAL GAROEN SOCIETY OF THE
!till na l('nger treat yc'u as a publicly supported organization, grantors and
c,:'ntributc'rs m€t nr-rt rely on this determination af ter the date Ne pub I ish the
not ice. In add it i,rn r if y'1u l,:se your status as a pub I ic ly supported rrrgan i-
=ationr and a grantc'r or contributor Has regpLlnsible forr or ues aHere afr theact i'r fai lure to actr that resulted in your loss of such statusr that person
may n*t rely ,31 this determination f ron the date of the act or failure to act.
Alg,tr if a grantor t'r c,:ntributor learned that ue had given nr-,tice that you
ttould be remaved f ronr classif ication as a publicly supported organizationr then
that persr-rr ilBy nat rely on this deterninatian as of the date he or she
acqu i red such knox I edge.
If you change y'lur saurces of supportr your purposesr characterr or meth,rdof 'rpg;6tir)rlr p lease let us know so ]te can consider the ef f ect of the change on
yaur exentpt status and foundation status. If you amend yDur organizational
d,lrcurtent or bylaxsr please send us e copy of the amended document or bylaus.Als,rr let us kn,rw all changes in ynur name or address.
As ,rf January tr 1994t y,:ru 3re liable for social securities taxes u71du57the Federal Insurance Ct,ntributions Act on amounts of t100 or more you pay ta
each c,f yrrur empl,lYees during a calendar yee?. You are not liable for the tax
i nrposed under the Federa I Unemp I I'yment Tax Act (FUTA) .
0rganizatirrns that are not private foundatir-rns iie not subject to the pri-
vate f,:undatirrn excise taxes under Chapter 42 af the Internal Revenue Code.
H':'l'teverr y,lu are nat aut,lmatically exenpt f rom other federal excise taxas. If
Y,:,u have any questions ab':'ut excise, employnentr or other federal taxesr pleaselet us knon.
ftr-,nors may deduct contributions to you as provlded in section 170 of the
Interna I Revenue C':'de. Bequestsr legac iesr deviEesr transf ersr or gifts to youor for your use are deductible for Federal estate and gift tax purposes if they
meet the applicable prr-'visions of sections 20551 2106r and 2522 of the Code.
0r-,nors nay deduct contributions to you only to the extent that their
c':'ntributions are giftsr xith no consideration received. Ticket purchases and
simi lar payments in coniunction xith fundraising events nay not necessrri ly
qual ify as deductible contributionsr depending on the circutstance3. Revenue
Ruling 67-?46r published in Curulative Bulletin L?67-2r or page 104r gives
guidelines regarding xhen taxpayers nay deduct paynents for adnission tor or
other participation inr fundraising activities for charity.
Contributians to you are deductible by donors beginning Januar! 18r 1994.
Vou are not required to 111E Fr.rrm ??0r Return of Organization Exenpt Fron
Inc,:'me Tax r, i f your grrrss rece i pts each yeer are norila I ly 1251000 or less. If
you receive a Forrn 990 package in the lailr simply attech the label providedr
check the box in the heading to indicate that your annual gross receipts are
norilal ly t25r000 ur lessr and sign the return.
If you are required to fi le a return you nust file it by the 15th day of
Letter 1045 (80 /CB)
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BOTANICAL oAROEN SOCIETY OF THE
the f ifth month after the end of your ennual accounting peri'1d' t'le charge a
penalty ,tf t10 a day xhen a return is fi led later unless there is r*asonable
cause f':r the delay. Howeverr the maximum penalty ue charge cann':t exceed
t5r000 or 5 percent of your gross receipts for the yearr uhichever is less.
may alsn charge this penalty if a return is not complete. S,lr please be sure
your return is complete before you fi le it.
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You are not required to fi le federal income tax returns unless you are
subject to the tax on unrelated businesE income under section 511 of the Code.
If you are subject to this taxr you nust file an income tax return on Form
ggO-Tr Exenpt Organization Business Income Tax Return. In this letter He are
n,rt deternining xhether any of your present or proposed activities are unre-
lated trade or business as defined in Eection 513 of the Code.
You need an employer identification nunber even if ynu have na employees.
If an employer identificati,:n number xaE not entered on your applicationr we
xi I I assign a number ta you and advise you of it. Please use that number on
all returns yau file and in all correspondence Hith the Internal Revenue
Serv i c e.
If rre said in the heading of this letter that an addendum appliesr the
addendum anc l,rsed is an integra I part ,rf th is letter.
Because this letter could help us resolve any questions about your exenpt
status and f,-rundation statusr you should keep it in your permanent records.
If you have any questionsr please contact the person nhose nale and
telephone number are shoxn in the heading ':f this letter'
Sincerely youFsr
Lrah L lrr$,-
Nelson A. Brc,oke
0istrict Director
Enc I osure (s) :
Addendum
Form A7t-C
Letter 1045 (00 /CG)
t a
Re tr3 - o/)
L
MICROFILMEI.)
Developed: 4/ll/94
Revised: 12/9/97
BYI,AWS OF THE
BOTANICAL GARDEN SOCMTY
OFTHE OZARKS, INC.
ARTICLE I. MEMBERSHIP
Section l. Eligibility: All persons, associations, corporations and organizations interested in the
objectives for which the Botanical Garden Society of the Ozarks, Inc @GSO, Inc.) was
organized, shall be eligible for membership.
Section 2. Membership Classifications: There shall be the following classifications of
membership and such other classifications of membership as the Board of Directors may from
time to time determine:
Individual
Family
Student
Sustaining
Corporate
Patron
Senior Citizen
Honorary Life Membership
S mall Business/O r garuzation
A schedule of dues, rights and privileges shall be determined by the Board of Directors in amounts
which are considered to be equitable to the membership and at the same time in the best interests
of BGSO, Inc. The Board of Directors shall review the schedule of dues, rights and privileges
annually and make whatever adjustments they may deem necessary. Dues shall be payable at the
time of enrollment and annually thereafter.
Section 3. Honorary Life Members: The Board of Directors, at a duly organized meeting may,
by a unanimous vote of the members present, elect honorary life members for outstanding
contributions in the field of horticulture or botany or for outstanding contributions to the purposes
ofBGSO, Inc. Honorary Life members shall be exempt from payment of dues.
ARTICLE IL MEETINGS OF THE GENERAL MEMBERSHIP
Section L Annual Meetings of the General Membership: The annual meeting of the general
membership ofthe corporation shall be held in }vlay of each year at a time and place designated by
the Board of Directors. The annual meeting shall be for the purposes of electing directors,
reporting on activities and finances, and reviewing other matters as deemed appropriate. Newly
elected Directors will assume their positions at the next Board of Directors meeting following the
furnual Membership meeting.
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Page 3
Bylaws of BGSO, Inc. Revised l2l9l97
Section 3. Eligibility: To serve as an elected Director, a person must be a member of the
corporation in good standing.
Section 4. Vacancies: Any unexpected vacancy on the Board of Directors may be filled by the
Board of Directors, and if filled it shall be for the remainder of the vacant terrn
Section 5. Attendance and Participation: It is expected that any person who accepts election to
a seat on the Board of Directors of the BGSO, Inc. shall participate in the work of the Board by
serving actively on at least one (l) active committee and by maintaining regular attendance at
committee and Board meetings. Any menrber of the Board who shall be absent from at least one-
third of the scheduled meetings during any consecutive twelve (12) months without approval
from the Board ofDirectors shall be deemed to have resigned
Section 6. Meetings of the Board of Directors: The Board shall meet once a month at a time
and place to be determined by the Board. The agenda for the upcoming meeting will be mailed
prior to the meeting. Special meetings may be called by the President. Upon written request of at
least five (5) Directors, a special meeting shall be called by any one officer of the Board. Notice
of special meetings of the Board may be made by telephone no later than two (2) days prior to
the meeting or by mail no later than five (5) days prior to the meeting. Notice shall include a
description of the issue which required the special meeting and the action to be taken.
Section 7. Quorum: A majority of the number of Directors shdl constitute a quorum; any
business may be transacted and the Board may exercise any of its powers.
Section 8. Resignation and Removal of Directors: fuiy director may resign by gtning written
notice of resignation to the Board or to the President of the Board of Directors. Such resignation
shall take effect at the time specified in such notice. Any director may be removed, with or
without cause, by a three-fourths vote of all Directors then serving in office.
Section 9. Voting:: Members of the Board of Directors must be present at a meeting in order to
vote, no prory voting will be permiued. It shall be the policy of the Board of Directors not to act
upon any matter of nrbstance urtrich has not been scheduled for action in the agenda provided
with the notice for regular monthly meetings, exoept in the instance of a bona fide emergency
requiring immediate action by the Board of Directors. An emergency shall be defined by the
President or the Director of the Botanical Garden Society of the Ozarlcs, Inc.
Page 5
Bylaws of BGSO, Inc. Revised l2l9l97
Section 7. Duties of the Treasurer: The Treasurer shall take custody of all BGSO, Inc. monies,
depositing them in a bank under the name of the organizatiorq dispense funds as directed by the
appropriate authorities, keep books showing the source and use of all monies, provide a written
flnanciat report at each Board of Directors meeting and more frequently if necessary. The
Treasurer shall submit the books to auditors as stated in Article III, Section 2 of the BGSO, Inc.
Bylaws. The Treasurer shall carry on any other activities incident to that office.
ARTICLE \rI. COMMITTEES
Section l. Standing Committees: Business of the corporation shall be carried out by the
following standing committees: Finance, Membership, Plans and Properties, Board Dwelopment,
Fundraising, and Education. The duties of each standing committee shall be those as assigned by
the Board.
Section 2. Executive Committee: There shall be an Executive Committee consisting of the four
(4) officers of the BGSO, Inc. and a fifth member elected at large. They shall have the full power
and authority of the Board to act between Board meetings and in any bona fide emergenry. fuiy
decisions ."d. by this committee shall be reported to the Board of Directors at the next regular
meeting. The Executive Committee shall not hire or terminate the senices of the Executive
Director and shall not make any change in the budga previously approved by the Board.
Section 3. Standing Committee Members: AII committee Chairperson appointments shall be
made by the Board President. Standing Committee Chairs shall be members of the Board of
Directors. All other members shall be appointed by the committee's Chairperson.
Section 4. Special Committees: The President, with the approval of the Board of Directors,
may appoint whatever Special Committees or task forces that from time to time may be deemed
to be necessary.
Section 5. Removal: The President may remove the Commiftee Chairperson for any reason.
Each committee's Chair has the similar authority to remove, for any reason" any member of their
committe
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Bylaws of BGSO, Inc. Revised l2l9l97
ARTICLE IX. STAFF
Section l. Staff: The Board of Directors shall hire, supervise, evaluate and, if necessary,
terminate the Executive Director. The Execrrtive Director shall have the similar authority and
responsibility to hire, supervise, evaluate and terminate any and all staffpersons.
ARTICLE X. AMENDMENTS
Section l. Amendments: These Bylaws may be amended by a three-fourths (3/4) vote of the
Board of Directors.
(
Bill Wickizer,
SECRETARY' S CERTIFICATE
The above Bylaws of the Botanical Garden Society of the Ozarks, [nc. were duly adopted on
April I l, 1994 and revised on December 9, 1997 by action of the Board of Directors of the
Corporation pursuant to the laws ofthe State of Arkansas.
IN TESTIMONY WH['.REOX', witness the hand of the undersigned as Secretary of the
Corporation.
//av/1{
/ Dat{Secretary
it
'
DeveCoyd,
Revised:
4/ 17/94
4/ 72/97
BTLAWS OT THE
WT ANICAL GARDEN SOCIETT
OT THE OZARKS, INC.
ARTICLE T. MEMBERSHIP
Section 7. Eligi6i[Lty: NI persons, qssoctatiorls, corpor&tions and organizattons interested in
tfu obyctives for ,lfiicft tfw Pritcnics[ Garden Society of tfw OzarEs, Inc 1BGSO, hlc; wes
organized, shat(.6e, etigfl.e for member{tip.
Section 2. Mem6er.{tip. c(.a.sifkctions: Tfwre {utt 6e tfw fd[owtng c[asstficstions tf
memfursfiip and surfi, otfur c[assiftcstions of rueru1er$ip as tfv ward of otrectois may froi
time to time determine:
Senior Ctttzen
Honorory Ltf, Member sfup
Sma[[ Busine s s / Or gonizotion
A scfwdule.of .dues, rtghlt and privi[eges s{u[[ fu. determLned 6y thz aard of Dtrectors tn
emounts r,'vfitch are considered to fu. equitaffe to tfw. meru1er{tip snd at tfu same time tn tfw
fu.st tnterests of BGSO, Inc. rhz Frlard of Dtrectors slu[[ reiew tfu scfwdute of dws, rigfrcs
and yriw[eges anruu[[y and ruafu wfi.atever al,justruentt tfuy may deem necessary. ows ]wtt
6e payaite at tfw time of enro[[ment and anrunl[y thereafter.
Section j. Honorary LLfe-Mgnberst .Thz bard of Directors, &t a duly organized meetin!, may,
6y a unwnimous i-ote-'.of -tht-merufuers present,'e[ect fwno,rary [ife'*rin6rrc fo, outriondiig
contrifiutions tn tfw fie(d of fwrticu[ture or futany or for outsinndtng contrtbutiont to tfi
Wrrr,ses of BGfr,rnc. Honorary Life members stutl fu. e?cempt fro* Wy*ent of dws.
ARTICLE II. MEETINGS OF THE GENERAL MEMBERSHIP
Section L. Anrun[ Meetings of tf" General Memfurrtiy, Tfu, anruu{ meeting of the general
mem\ership ,J Y corporation1fw[[ 6e fwtd tn May of eail, year at a time and {.are designated
A tf" hard of Dtrectors. Tfw anrun[ meeting sfwtt. fu. for the Wrposes of eticttng diiectors,
report|ng on artivitio-s and finances, and revievnng othzr metters as deemed appropr{ate. Newty
etected Directors wt[[.assume tfwir psitions at tfu nert hard of Directors
^ieirng fo[[owtig
tfw Anruu[ Memberrtip meetLng.
rndlvidwt
Foml[y
Stu.dent
SustainLnq
Corporoie
Potron
Section 2. s-p9ta{. Meetings ,f tY Members: - -fryri4 meetings of tfw members may 6e catted
6y tfu har{ of Directors. Spcia[ meettngs sfutt atso 6e ca[[ed-by ifw prestdent upi recetpt oi
o, Wr::o: !:, o spctal.mee1ing
.2tgyed 6y at [east Lleo of tfw mem1ershtp stattig tf" p"ipi,
Jor whicft tfre meetLng is to 6e ca[[ed.
Section j. Notice oftvtemfer,ship Meettngs:-- .Nottce of tfw anrun[ meettng of the metnfuers, or
of oy sFcL* *eriingt- of {w iembers,irttt S, sent 6y.nar[ two 121 weefr.itn'o.d.uon , of ,ith",
meeting. NI notices of meetings sful[ state tfu f.ate,'date, time ond purpons of tfw *rlriijr.
kctLon 4. Membersfup vottng: Larh membershtp sfutt 6e. entit[ed to one yote e?ccept a faruL[y
members(ip fr:rft a[[ows for two 121 alutts ttying at the ssme a.ddress to ealh f*;,, ,;; ;;;.
Prory vote s[w[[ not fo. prmitted.
ARTICLE III. FINANCES
t!? r. ErYnditures, Tfre anrun[ 1ulget of thr BGsq Inc. s[w[[ fu, approved by tfw hard
of Directors.
Section 2. Aulltrcinancial Review: xt.tfu end of -ealh fixat.year, yhe president wt[[ appint
a spcia[-Aulit Committee to rewew and approve tfu fiiancia['recotrds of tfw organizatioi. anindepn[ent au.dit wtc(. 5e prfonned at [ecst every thieelj,lyears 6y on oltrid, f"t *.
&ction 3. Elsca[ Tear: Tfic Fisca['kar sfw[[ 6e tfu regu[ar year of 1anwry thru Decemfur.
ARTICLE IY. BOARD OF DIRECTORS
Section 7. Number: Tfw gowrnance of Y-Yfr, Inc., tfw direction and management of itswort and thz contro[ of its proprty sfwt[ 6e, vested in a har[ of Dtrectors ionsistrng ,f
sirteen (76) members, .25 yrcem or four (q of tfux appinted 6i tfu city oy royrttiutffl.,
representing tfre -City's tnterest, and tfu. remaining twe[ve g\ or T5 yrcent tf*ft Or'e[ected 6y
tfrz metnbers at [arge.
Section 2. Terms of officl f9r -tfrt Elected Dtrectors: The terms of office for tfu initiq[
e[ected tuard of Directors sfwtt 6e divided ,$ntty A d" number of fuai{'ir*6l* into one (t1
ye&r, two (2) yeer and three (j) year staggerei terms.- NI future drectors s{u[[ serve a tfvee 1j4year terrn.
Section j. Eligi1itity' - To serve as an e[ected Dtrector, a person must be a member of tfw
corpration tn good standing.
Section 4. Yaranctes
-Aruy
uner.ycted vaLancy on the hard of Directors shn[[ 5e fit(.ed A tf"
hard of Arectors for tfn remainder of tfw term.
Section 5. Atten[unce and Participtlon: It Ls e?crycted thnt any Wrson vlw orcepts e[ection
to e seet on tfw hard of Directors of tfw BGSO, Inc. shail prticipte in thc pvorfr. oj the Ward
6y xrwng a$we[y on at [east one (7) alctive committee and 5y matntatntng regu[ar- attendsnce
at comtnittee and har{ meetlngs. Any ruemfur of tfw Prlard wfw sfrr[t 6e. qfisint from three 1j,1
consecutive meetings of fu hsrd wttlwut approva[ from tfw Prlsrd of Directort, o, ony member
of tfw Prla.rd fu ryl 6e absent.fronl eny fyu, 6, meetings of tfw hard of Dtrectors dunng
afly consecutive twelye g2) month priod, shnl:(. fu. deemed to fwve resigned.
Section 6. Meetinqs of tfu hsrd of Directors: Tfw hsrd s(wI[ meet once & mont;h, et e time
and {.ate.to 6e determ\ned 5y thz'hard. Tfw agenda for tfu upomlng meeting wttt. 6e wsi[ed.
prio-r to tfrz meettng. Sycia[ meetings may fu, cafied A tf" President. l]Wn written reqrcst of
at [east f-ive 1l1.Dtrectors, a spcia{ rueettng s{utl. 6e. ca[[ed A ony oni officer of tfn hard.
Notice of .spcia[ meeting.s of tf" Prlard may fu. male 6y te[efwne no latii tfwn iwo 1z'1 days
prior to tfu meettng or 6y mai[ no [ater tfian ffue 1s'1 days prior to tfu meeting. Notice sha[[
tnc[ule a description of tfw issue wftich requlred tfu spcia{ meeting and tfv. artion to fu. tqfr,en.
Section 7. Qrnrum: A malori\ of tf" nutnber of Dtrectors shal[ constitute a qlnrum; any
fiusiness may 6e transailed and tfv. hqrd may erercLse eny of its pwers.
Sectton 8-. Resignatlon and Remova[ of Dtrectors, Any dtrector ruay restgn 6y giving written
n9ty9e of-restg-nation to tf,c hard or to tfu President of tfu hard of Direciors.
-Sucfr
rislgnation
sfu[[ tafrc effect at tfu time spctfie[ in nrh notice. /tny direcior may fu. remoyed, wtth or
wttfwut c&tlse,5y a tfree-fourths vote of a[[ oirectors tfwn serwng in office.
Section g.Voting: Memfurs of tfw har[ of Directors must 5e prexnt at a meeting in order to
vote, no Fory lottng wLt(, fu. prmitted. tt sftn[[ be tfw ptlcy of thz tusrd of Olrictors not to
ar;t upon etly matter of substance vvhiclt fws not 6een scheduled for aLtion in tfu agenda
provided wlth tfu notice for regular ruont$[y meetings, e?ccept in tfu instonce of a 6oni ftde
emergency requiring immedLste afiton E tfu hard of Dtrectors. An emergency ts deftnet 6y
tfu President or E?cecutwe Director of thc refr, Inc.
ARTICLE V. OFFICERS
Section t. Officers and L[tgi6iLity: Tfw officers of this corporetton sfut(.6e. a President, c Vice-
President, a Secretary, a Treasurer, and swh otfwr officers as tfv. Prrard of Directors may from
ttme to ttme e[ect. A candtdate for office must fu. a member of tfw hard, and no-e[ected
officer nay fw(.d more therl one office at a time. on[y tfwse individw[s wfw hnve seryed a
miniruuru of one (L) year ss a hard member sha[[ 6e e[tgt6[.e to serye in tf,e office of Prestdent.
a
Section 2. E[ection qftd TenrL of Office: The Prrsrd of Dtrectors sfw{[ etect tfw oificers at
thzir first ttleeting foffowtng tfv. An'rrn[ Meeting, wtth tf,c nevvty etected
-Directors
Wrtlcirytinl. Any officer may 6e.elected to serve up to a fourth consecutiie term, Sut may not
serye 0. fifth consecutiye term tn tfw same office.
Section j. Varancies: If any offtce 1ecomes ttaLaflt, tfw Prlard of Directors shnil e[ect a suLcessor
,,vflo {ut(. h.ofd tfw offtce unti[ tfw end of the term.
kction 4. Duties of fu President: Tfu Prestdent s[u[[ preside at a[[ meetings of ttn
rueru1er{tip, tfre Prlard .of Dtrectors, and tfw Erecutive Committee. rht. Prestdent lwlt opptt t
cfrairprsons of standlng arud syctal conmittees after consu[ting *tth tfv. Ericuttve
Committee. Tfu drairprnn of earh corrumittee sfw[[ reprt direcdy to tfle prestdent. rhz.
President sha[[ sign on fuhatf of tfip corporation oI[ contrarts, ot;lwr pryrs qnd written
instrurnents as reluired un[esi tfw hsrd i7 Dirrrtort {u[[ otfwrwtse diiett. Tfw president
sfwt-l Wrform a[[ iuties tncident to thz offtce; shntt 6e a spfr,zsprson for t;[w organ:zation and
sfu[[ remstn in constnnt touh wtth att aLtiwties of tfw BGSO, inc.
Sectton 5. Duties of tfu .Vic-e-President: The Vice-President sfw[[ perform tfw duties assigned
5y tlw President and shn[[ preside in fws/fwr afisence. ln the sluntton of tfw Presidintts
penftanent afisence, tfu Vice-President wt[[ art w and yrfonru +fit duties of tf" president untl[
a flew President is e[ected.
Section 6. Duties of tln Secretary: The Secretary sfu[[ record and fil.e tfw minutes of at(.
m.emfurs(tip, hard of Dtrectors snd Lrecutive Committee rueetings. Tfre Secretary may delegate
tfw tahing of ruinutes to anotfwr Prlard member or staff prson,- suiyct to th.e. ipptoiat. of the
Prestdent or Vice President,6ut must retein respnstft{ity for tf,c arcurary of miiutes frrpt Awh staff .persan. He/{w vn[[ gwe notice of oti bard ini membershtp meittngs and ,oid*t
correspondence. Tfte kcretary wt[[ carry on any otfwr actiwties inctdeit to thnt-office.
kction 7. DutLes of thz Treasurer: Tfu Tressurer sfwfi tafu custody of at(. BGSO, Inc. tnonies,
depsiting tfwm.in a 6an| under tfw name of tfw organtzation, dispenx' funds as directed 6y fu
lPPropriate autfwrities,frt p 1oofrs sfwwtng tfu source q.nd Lx. of ,tt monies, provtde a written
financia[ fryrt gt earh tuard of Directors nleeting and ruoie freryzntty lf neceswry. Tht
Treasurer sfw[C sufrmit tfw 1oofis to au.[itors as stated tn Artic[e lrr, kction z of the BGfi,Inc.
By[aws. Tfw Tressurer sfw[[ carry on eny othur activities tncident to tfwt office.
ARTICLE VI. COMMITTEES
Section L.
fo[[owtng
Stonding Committees:
stondtng committees:
Business tf tht. corryre
Finonce, Membershlp,
tion shn[[ 6e corried out 6y tfw
P[ons ond Properties, Prlard
I
Deve[oynent, Fundraistng, and Lrecutive. Tfu. duties of eafi standLng committee sfu[L 6e tfwse
as assigned W tf" Brlsrd.
Section Z. Erecuttve Corutnittee: Thzre sfutl6e an Erecutive Committee consisting of tfu four
141 officers of tlu BGSO lnc. snd a fifth memfur e[ected at [arge. ffrey shatC frave tf,c futt
pwer snd autflority of tfu Prlard to aLt 1etween bard meetlngs snd in any 6ona fide
efiLergeflcy. Any dectsions ruade 6y thls committee stutl fu. reported to tlw Brlsrd of Dtrectors at
tfu nert regular meeting. Tfw Lrecutive Commlttee sfw[[ not hire or terminste tfv. serwces of
tht Erecut|ve Dtrector and sful[ not mafre any fung, tn tfw hulget pretious[y approved A tf"
Prlard.
kction i. Stanlinq Cotnmittee Memfurs: NI cownittee Chniryrson appoint-ments sfw[[ 6e
made 6y tfu warf, President. Standing Comrcittee Chntrs shatt 6e members of tfu &lard of
Dnectors. NI o+fur nwmbers sfutL 6e appinted W tf" committeets Chniryrnn.
Section 4. Spcia[ Committees: Tf',c President, wtth tlw approw[ of tfw Brlard of Dlrectors,
may appoint ulwteyer Spcia[ Commtttees or tasfr. forces thnt from time to time may fu. deemed
to 6e necessary.
Section 5. Ren.ovql: Tf,c Prestdent fiLay refiLove tJw conmittee Chniryrson for sny reason.
Earh cotntnitteets Cfwir fws tlw simi[ar autfiarity to remove, for any re&son, any memfur of
tfwir comrittee.
ARTICLE VII. ELECTIONS
Section 7, har[ Dew[opment: Thz Corprationrs Frlard Deve[opment Committee sfrn/;[ hme
thc sutfrartty to cerry out and run elections for tfw vql;ant har{ of Directors positions. Tftis
committee sfw[[ estafrL$ tfu. requirements for noruinees to thz hard.
Section Z. Procedures: A ca[[ for nominees sfu[[ 5e issuzd 5y Marcft t. List of noruinees s(w[C
fu. msi[ed to tfw Menfur{tip on or Sefore Aprit. 7, [isting a[[ approwd nominees. EaLh member
shn[[ 6e entit[ed to vote for four (4) nominees. Tfw four (4) nominees receiving tfw most votes
shnt(. be. e[ected as the new bard of Dtrectorrs Meru\ers.
kctton j. Vottng E(.igi6itity: Only yrsons ufw are menLbers in good standing as of March
zoth sfinfi 6e e[igi6[e to vote in thc coming e[ection.
ARTICLE VIII. STAFT
Section t. Staff: Tfu Prlsrd of Dtrectors sfwfi hire, superise, evolunte a.nd, tf necessary,
termiflete tfw Erecutive Dtrector. Thc Lrecutive Dtrector sful[ f,ave +lw simi[cr autlwrity and
respnstbility to htre, suyruix, eva[rnte a.nd termtnete any and a[l staff prsons.
I
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ARTICLE IX. AMENDMENTS
Section 7. Amendments: Tfrese By[aws ruay 6e amended by a three-fourrts pt+1 wte of tfu
bard of Directors.
q-/3r ?7
Dste Donrn P orter, President
SECRE,TARTIs CERTIFICATT
Tfrz a6ove Bliaws of tht Br,tonico[ Garden Soctety oi tfw Ozarfr.s, Inc. were duty adopted on
April tt, tgg+ ani revised on April tz, tggz 6y irtton of tFe hord of otiectors' of tht
Corpration Wrstlul;nt to tlw laws of tfu Stote of Arfr,nnsos.
IN TESTIMONY WHEREOF, witness tfw frnnd of tfw undersigned os Secretary of the
Corporation.
/t '/1 CLu
Dote CarroC[, Secretery
L/Lt--UI(\C
'l-rt* \
Ja--','
ARTICLES OF INCORPORATION
OF
BOTANICAL GARDEN SOCIE1TY OF TIIE OZARI$, INC.
The undersigned persons, destrtng to form a non-proflt corporatlon and aclng asthe tncorporators undel the provisions of the Arkansas Non-proflt corporagonAct adopt t]'e followlng'Artrclei of Incorporauon, and do hereby cerufy:
ARTICLE T
NAIVIE
The name of thts corporatlon shall be Botantcal Garden society of the ozarks,Inc.
ARTTCLE U
PERTOD OF DTIRATTON
The pertod of duraUon of thls coqporauon is perpetual.
ARTICLE TIT
PT]RPOSES
Thts corporauon is a publlc benefit corporaUon. The purposes for which tltscorporauon ls formed are:
a) To assist in the creation, establishment, development, and malnten-
3ce- of a htghly beneflctal and significant botanicat garden for publtc use lnNorthwest Arkansas by: promoung pubric interest and support; soricitingfunding; and providing ptanning, guioince and technical/professional assistance.
b) To enhance the public's-knoryledge and appreciauon of the plant worldby provlding a botanical garden facility for educauonal, scientiflc, andrecreatlonal purposes.
?
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Page 2
Artlcles of Inc. of the Botanlcal Garden society of the ozarks, lnc., L/6/94
I
ARTTCTE TV
NON-PROFIT NATTIRE OF. CORPORATE ACITVITIES
This corporaUon has atl powers not prohibited by the Arkansas Non-Proflt
Corporatlon Act.
The purposes for which the corporatlon ts organtzed are excluslvely rellglous,
charitable, scientlffc, literary and educatlonal withln the meantng of secflon
501(cX3) of the Internal Revenue Code of 1986 or the corresponding provtslon of
any future Untted States Internal Revenue law.
No part of the net earnings of the corporaUon shall ir:ure to the benefit of, or be
distrtbutable to tts members, trustees, offlcers, or other private persons, except
that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributlons ln
furtherance of the purposes set forth ln Article III.
No substantial part of the acUvities of the corporation shall be carrylng on of
propagzulda, or otherwise attemptlng to influence legislation, and the corporation
shall not participate ln, or lntervene ln (including the publishing or distrlbuflon of
statements) any politlcal campaign on behalf of any candldate for public ofllce.
Notwithstanding any other provision of these articles, this organlz.atton shall not
carry on zuly activities not permitted to be carried on by an orgzulization exempt
from Federal income tax under section 501(cX3) of the Internal Revenue Code of
1986 or the corresponding provislon of any future United States Internal Revenue
law.
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Artlcles of Inc. of the Botantcal Garden soclety of the ozarks, lnc., L/6/g4
ARTTCLE V
BOARD OF DIRECTORS
The affatrs of the corporaflon shall be managed by a Board of Directors, whlch
shall serve wtthout compensatlon. The number of Directors and the manner of
elecUng tJ:em shall be as set forth in the By-L,aws of thts corporaflon. The
Directors shall elect from thelr number such corporate ofllcers as provlded tn the
By-Laws of thls corporatlon. The duties and terms of these offlCers, who shall
serve wlthout compensaUon, shall be as speclfled ln the By-Laws. The names
and addresses of the intual Board of Directors Erre as follows:
BOARD OF DIRECTORS:
Donna Porter (Presldent)
12393 Owl Hollow Road
West Fork, Arkansas 72774
Maryetta Caroll [Vtce-Presldent)
116 S. School
Fayettevllle, Arkansas 727OL
Dlane BosUck (Treasurer)
524 W.Sycarnore
Fayettevllle, Arkarrs€rs 727OL
Llsa Paschal (Secretary)
3355 Ctty l"ake Road
Fayettevllle, Arkansas 727OL
Carolyn Ames
L8zgzWildltfe Road
Fayettevllle, Arkansa^s 727OL
Allce Beetg
19160 Rock Sprlngs Road
Llncoln, Arl€nsas 72744
Ihtherlne Barnhart
42 S. Untverstty
Fayettevtlle, Arkansas 727OL
Helen Duran
518 E. Lafayette
Fayettevllle, Arl€nsas 727OL
Mtssy Harrls
31O N. Washtngton Street
Fayettevllle, Arkansas 727OL
Ralph Odom
LZL54 WXin Creek Road
Wtnslow, Arlgnsas 72959
Steven Parker
c/o IvlcAlllster & Wade, PLC
P.O. Box 1OOO
Fayettevllle, Arkansas 727OL
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ArHcles of Inc. of the Botantcal Garden soctety of the ozarks, rnc,, r/6/g4
ARTICLE Vt
LOCATTON
t
The place ln thts state where the p-rincipal ofllce of the corporatlon ls to belocated ts the crty of Fayettevlne, washrngton count5r, Arkansas.
ARTICLE VII
The reglstered agent of the corporatlon shall be steven parker, c/o McAlllster &[?11""1?;i;? Box 1ooo, 20 East cr.";.; street, Rm.
.207,
Fayettevile,
ARTTCLE VtU
upon dissolution 9f the corporation, the Board of Directors shall, after paying ormaklng provislon
-fo1 the payment of all ure iiauiuties of th;;;;"ration, drsposeof all the assets of tJre *.pooug,n.excrusivet?;r
-ft. prrposes of the corporagonln such a mzulner, or srrcli charitable, ed,rca"uorr"r, religious, literary, or sclen,flcpurposes as shall at the time quali& as * o*p t or{ariz,auon or organrzauonsunder secflon sol(cx3) of trr. internar - n r.rr,r. code of 19g6, or thecorresponding provision of any future unitea iLt . Internal Revenue Law, as theBoard of Directors shall deterimine. Any such assets not so dtsposed of shall bedisposed of by th9 ch-an"".y "o"tt of the
"o,r.rtv in which the principar offlce ofthe corporatron is then tlcateJ, ;;*;;;;"i", such purposes or to suchorganlzauon or brganizauons, as satd court rrrat determinJ, *ii"r, are organrzedand operated exclusively for such purposes.
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Arttcles of Inc. of the Botanlcal Garden soctety of the ozarks, Inc., l/a/g+
ARTICLE D(
MEMBERSHIP
.. The corporatlon wttl have membershlp. The membershtp classlflcaflons,
prlvtledges, rlghts and meetlng frequency wlll be set forth tn the corporatlon By-
[.aws.
ARTTCLE X
AMENDMENTS
The Artlcles of Incorporatlon may be amended by a two-thtrds vote of the Board of
Directors ln office at any regular meeting of the Board or at any speclal meeting
called for t.l.at purpose. No amendment to the Artlcles of Incorporation shall be
made at any regular or special meeting of the Board unless a written notlce
statlng the proposed amendment(s) has been given to each Board member at least
ten (10) days prior to such a meeflng.
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Articles of Inc. of the Botantcal Garden soclety of the ozarks, Inc., L/6/g4
ARTTCLE Xt
The names and address of the lncorporators are:
fgettevllle,
k)irr/&
Donna Porter (Prestdent)
12393 Owl Hollow Road
Fork, Arkansas 72774
Ivlaryetta [Vlce-Prestdent)
116 S. School
Helen Duran
518 E. Lafayette
Fayettevllle, Arlensas 72ZOl
310 N.Street
Fayettevllle, Arkansa^s 72ZOL
Ralph Odom
L7154 Wfnn Creek Road
Wnslow, Arl€nsas Z2gSg
Steven Parker
c/o McAllister & Wade, PLC
P.O. Box 1OOO
Fayettevllle, Arkansas ZZZOL
Arkarrsas 727OL
Dlane Bostlck (Tfeasurer)
524 W.Sycarnore
Fayettevllle,7270L
Llsa Paschal (Secretary)
3355 Clty I"ake Road
Fayettevtlle, Arkansas Z2ZOL
Carolyn
L8z9zWlldltfe Road
Arl€nsas 727OL
Allce Beetz.
1916O Rock Sprlngs
Llncoln, Arkansas ZZZ44
Untverstty
A/k/u(
Fayetteville, Arkansas ZZZ O L
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BOTANICAL GARDEN SOCTETY OF THEOZARKS, INC
Board Members
Addresses & phones
l) Donna Porter, President., 12393 Owl Hollow Rd., West Fork, AR 72774
Position I I -Term ends 5/00
2)Bill Wicki zer, Vice President, 919 Rush, Fay. ,72701
Positi on 7 -Term ends 5199
3) Maryetta Carroll, Secretary., I 16 S. School, Fay.,72701
Position 8 - Term ends 5/99
4) Jim Adams,Treasurer., 235 Louise, Fay .,72701
Position 12 -Term ends 5/00
5) Debra Dubois, PO Box 5 19, Fay .,72702
Position 9 - Term ends 5/00
6) Betsy Lamb, 61 5 N. Walnut, Fay.,72701
Position 4 -Term ends 5/98
7) Clancy McMahon, 24133 Cove Creek Rd., Natural Dam, AR72948
Position 6 -Term ends 5/99
8) Ralph Odoffi, 17154 Winn Creek Rd., Winslow, AR 72959
Position 10 -Terrr ends 5/00
9) Joy Layton, 525 W. Wilson, Fay .,72701
Position 5 -Term ends 5199
l0) Joe Campbell., l4l0 W. Ridgeway Dr. Fay .,72701
Position 2 - Term ends 5/98
l l) OPEN
Position I -Term ends 5/98
12) John Day, 2331 Winwood Dr., Fay. ,72703
Position 3 -Term ends 5198
h83 9-2301
w442-7220 h52l - 1246
w575-2350 h443-0164
w7 56-27 40 h443-9843
w&h442-6541
w5 7 5-2603 h5 82-15 I I
h929-s3s7
h83 9-2824
w5 7 5-31 83 h52l -0 892
h5 8 2-1660
h444-8264
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ARKANSAS
PARKS & RECREATION
1455 S. Happy Hollow Road
Fayetteville, AR 72701
Date:
To:
Thru:
From:
Subject:
March 18, 2005
Mayor Dan Coody and City Council
Gary Dumas, Director of Operations
Connie Edmonston, Parks and Recreation Director
2004 Botanical Garden of the Ozarks, Progress Report
Per agreement with Fayetteville Parks and Recreation and Botanical Garden Society of the
Ozarks please find attached Progress Report from BGSO. PRAB approved this report at their
March 7,2005 meeting and recommended for it to be fonruarded to City Council. lf you have any
questions, please cal! me at444-3471.
Attachment: Botanical Garden of the Ozarks 2004 Progress Report
Re:
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To: Mayor CoodY
From: Blair Johanson
BGSO Board President
Date: December 20,2004 - updated I 126105
Botanical Garden of the Ozarks
Progress Report
The Botanical Garden of the Ozarks (BGO) is moving forward with its plan to build a
premiere botanical garden for the citizens of Fayetteville and Northwest Arkansas. This
ieport witl provide in update on the current construction activities associated with the
BGO Phase 1A plan.
October, 2OO4 -The BGSO contracted with MESA Designers of Little Rock for
architectural and design services on the Carl A. Totemeier Horticulture Center. Ron
Troutman, BGSO go;O member was able to negotiate a veryreasonable fee for the
MESA services. MESA has secured two architects from Eureka Springs to provide local
support for the project. The MESA team has met several times with the BGSO Plans and
pr^operties Commiitee to develop and finalize drawings for the Center. Final large scale
dra*ings will be completed in February, 2005
November and Early December, 2OO4 -The final roofing design for the Center was
released and materials were ordered from City Lumber and ABC Supply Co',In9'
The materials were delivered to the site during the second week of December. The metal
roofing material witl be installed in late February'
Mid Decemb er,2004- A crew with McMahon Brothers is completing the cold roof
construction. McMahon Brothers have donated some of there services so the total roof
construction costs will be very reasonable'
December, 2oo4 -BGSO contracted with MESA Designers of Little Rock for
architectural and design services for the BGO Phase lA site infrastructure and garden
plan. Ron Trou0nan iegoitiated a very reasonable fee for the MESA services'
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December 2OO4-January, 2005 - MESA wilt complete the design and construction
documents for the Center to be reviewed by the Crty's planning personnel. The BGSO
documents should go through the City's large scale development process in March 2005.
The Botanical Garden Society of the Ozarks deposited development funds from the City
in a Bank of Fayetteville Trust Account. All Phase lA construction expenses as required
by the City resolution will be paid from this account. Michael Thomas, BGSO Board
member will meet with Steve Davis, City Comptroller each month to review the
expenditures for this project and to ensure that we have procedures and systems for a
proper accounting for all funds. The Bank of Fayetteville Trust Department will print a
monthly report of all disbursements for the BGO Phase la project.
Additional donated professional services will be provided by Green - Anderson
Engineers, Inc. and Ron Troutrnan is in discussions with McClelland Consulting
Engineers, Inc. to obtain their services too.
Please find a copy of the first list of disbursements from the BGSO Trust Account
attached to this letter.
On behalf of the BGSO Organization of staff, board and volunteers, I would like to again
thank you and the Fayetteville City Council for the $750,000. We will leverage this
conkibution with private funding to build a premiere botanical garden that will become
one more treasured jewel for the citizens of our community.
It is our desire to provide you with monthly communication updates during the
development andtonstruction of the BGO Phase lA project. Please call me if you have
any questions or comments.
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