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HomeMy WebLinkAbout95-86 RESOLUTIONtr 1 RESOLUTION NO. 95-86 A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT WITH THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS FOR THE CONSTRUCTION AND OPERATION OF AN ARTS CENTER. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYEITEVILLE, ARKANSAS: o• That the Mayor and City Clerk are hereby authorized and directed to execute an Interlocal Cooperation Agreement with the Board of Trustees of the University of Arkansas for the construction and operation of an: Arts Center.. A copy of the agreement authorized for execution hereby is attached hereto marked Exhibit "A" and made a part hereof. 16th September PASSED AND APPROVED this day of ii t% VA ct l'- • ?STIEST g .:: APPROVED 1986. a-4) 11-iezi Mayor ARTICLES OF INCORPORATION OF THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE -ARTS CENTER COUNCIL, INC. ,s, NEED JAN 191987 PLP J.'"ILL"/McQU. Nt SEC,R ARY ! F ST WE, THE UNDERSIGNED, in order to form a nonprofit corpo- ration for the purposes hereinafter stated, under and pursuant to the provisions of the Arkansas Nonprofit Corporation Act (Acts 1963; No. 176),'*Ark. Stat. Ann. §§" 64-1901--1924, DO HEREBY CERTIFY as follows: FIRST: The name of the corporation is THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC. SECOND: The duration of existence of this organization shall be perpetual. THIRD: The purposes for which this corporation is orga- nized and the activities proposed to be transacted, promoted or carried on by it are as follows, to -wit: (a) To have all powers and authorities set forth in or contemplated by the Arkansas Nonprofit Corporation Act, Ark. Stat. Ann. § 64-1901 et seq. and any amendments thereto. (b) To construct, operate, manage and maintain the Center for the Arts as agent for the University of Arkansas and the City of Fayetteville. (c) To construct a Center for the Arts to be located in Fayetteville, Arkansas, in accordance with the -2 - program specified in the Interlocal Cooperation Agreement between the City of Fayetteville and the University of Arkansas entered on September 1986. (d) To employ an executive director of the Center for the Arts, and such other agents and employees as it shall deem proper. (e) To promulgate reasonable rules and regulations for operation and use of the Center for the Arts, including, where appropriate, to set reasonable fees for use of the Center, assuring always that the greatest access to the facilities is provided • • 11 users and user groups. (f) To promote. interest in the arts sas. (g)To enter sity sas, for in Northwest Arkan- 1 into agreements with the City, the Univer- , any other city or county, the State of Arkan- the U. S. Government, or any agency or instru- mentality exchange, tion. (h) To enlist Center for thereof, or with any private group, to borrow or loan property of the corpora - volunteers to assist in promoting the the Arts. (i) To acquire, by gift, bequest or purchase, works of {v. -3- art of all types, and to hold the same as a perma- nent collection. (3) To acquire by gift, lease, purchase or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Center for the Arts. (k) To sell, lease, or dispose of any property of the corporation conditioned upon approval of the City Board of Directors and the Board of Trustees of the University, except that it shall not be necessary to obtain approval to sell any property which is do- nated, sold in the ordinary course of business, or purchased by the corporation for .the purpose of immediate resale, nor to transfer property held in permanent collections maintained by the University of Arkansas/City of Fayetteville Arts Center Coun- cil, Inc. • (1) To enter into any lawful contracts and to do such other things as may be convenient or necessary to fulfill the purposes of the corporation. (m) The purposes of this corporation are expressly declared not to be for gain or individual profit and it shall be operated entirely on a nonprofit basis. No part of its income shall be distributed to its • -4- • • • a members, directors or officers; provided however, that officers, directors and employees may be reim- bursed for expenses incurred in attending to their authorized duties. In the event this corporation is dissolved, voluntarily or involuntarily, all of its net assets shall be distributed and paid out for such charitable purposes as may be determined by the last Board of Directors of the corporation, subject to the approval of the Board of Directors of the City of Fayetteville and the Board of Trustees of the University of Arkansas, in accordance with the provisions of the Arkansas Nonprofit Corporat'ion Act, Ark. Stat. Ann. § 64-1901 et seq., and the bee t.nbee. Interlocal Cooperation Agreement dated Scptcmbcr 9 , 1986, between the City of Fayetteville and the Board of Trustees of the University of Arkansas. (n) To do each and every act, which is ordinary, neces- sary, or reasonable to obtain and maintain the status of a tax exempt'organization for purposes of federal and state income taxation, and ad valorem taxation. FOURTH: The names and addresses of the incorporators are as follows: -.5- Name 1. Frank Sharp Address 2062 Smokehouse Road Route 11 Fayetteville, Arkansas 2. Dr. Bernard Madison 573 Rock Cliff Road Fayetteville, Arkansas 3. Sonja Decker 2823 Hyland Park Fayetteville, Arkansas 4. Dr. Lloyd Seaton, Jr. 1701 W. Center Street Fayetteville, Arkansas 5. James Gilbreath 428 N. Tanglewood Fayetteville, Arkansas 6. Dr. D. Andrew Gibbs 1317 N. Lewis Avenue Fayetteville, Arkansas 72701 72701 72701 72701 72701 72701 FIFTH: The principal office of this Corporation shall be located at City Administration Building, 113 W. Mountain, Fayetteville, Washington County, Arkansas 72701, or at such place as the Board of Directors of this Corporation shall from time to time, designate as the location of the principal i office. • SIXTH: The name of the registered agent of the corpo- ration.is Don Grimes, whose address is 113 W. Mountain St., P. 0. Drawer F, Fayetteville, Arkansas, 72701., SEVENTH: The initial Board of Directors shall consist of six (6) directors. The persons who are to serve as initial directors are: -6- • 1 Frank Sharp, 2. Dr Bernard Madison (3 year initial term) (3 year initial term) 3 Sonja Decker (La year initial term) 4. Dr.. Lloyd Seaton, Jr. (2 year initial term) 5. James Gilbreath 6. Dr. D. Andrew Gibbs (L year initial term) (1 year initial term) The initial directors will serve until their successors qualify. EIGHTH: The affairs and business of this corporation shall be controlled and conducted by a Board of Directors con- sisting of six (.6) directors, three (3) of whom shall be appointed by the Board of Directors of the City of Fayette- ville, Arkansas as then constituted at the time of the ap- pointment and three (3) of whom shall be appointed by the Board of Trustees of the University of Arkansas as then constituted at the time of such appointment. The terms of office of the Directors shall be as follows: The initial term of one Director appointed by the City Board of Directors and one Director appointed by the Board of Trustees of the Univer- sity shall expire on June 30, 1987. The initial term of one Director appointed by the City Board of Directors and one Director appointed by the Board of Trustees of the University shall expire on June 30, 1988. The initial term of one Director appointed by the City Board of Directors and one Director appointed by the Board of Trustees of the University • -7- • shall expire on June 30, 1989. Successor Directors shall be appointed for staggered three-year terms, commencing on July 1 of the year for which he/she is appointed and ending on June 30 of the third year thereafter. Each Director shall continue to hold his/her position until his/her successor has been appointed and qualified. The Board of Directors may make rules, policies and regulations for the management of the affairs of this Corporation from time to time. NINTH: This corporation shall have no members. The University of Arkansas, and the City of Fayetteville, Arkan- sas, acting through their respective governing bodies, shall have and exercise the rights to select, appoint and remove directors of the corporation as set forth elsewhere in these Articles, the By -Laws, and the Interlocal Cooperation Agree- ment, and to the extent that Ark. Stat. Ann. §§ 64-1910 or 64-1911 shall ever be construed to require membership in the corporation in order to exercise such rights, then the Univer- sity of Arkansas and the City of Fayetteville shall be and constitute such members. • TENTH: The Corporation shall indemnify to the full extent from time to time permitted by law, any person made, or threatened to be made, a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal thereof (and any -8 - inquiry or investigation which could lead to such action, suit or proceeding), by reason of the fact that such person is or was a director, officer or employee of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation. Such right of indemnification shall .inure to the benefit of the legal representatives of any such person. ELEVENTH: These Articles of Incorporation may be amended by the approving vote of not less than two-thirds (2/3) of all directors of the Corporation provided, however, that no such amendment shall be effective until it has been approved by the Board of Directors of the City of Fayetteville and by the Board of Trustees of the University of Arkansas. IN WITNESS WHEREOF, we hereunto set our hands this //'� day of December, 1986. (� vV4 .,_ Dr. Bernard Madison Incorporator Dr. L1 Incorp Dr.D. Andrew Gib Incorporator Incorporator Sonja`'ecker Inco •orator anib eat <2(Al . ncorporat r • t . 1\QF �AR _ sg1 0ccR aY \ ARTICLES OF INCORPORATION W • OF F 1 U ErR)Y JAN 19 1987 A OF STA7E THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC. WE, THE UNDERSIGNED, in order to form a nonprofit corpo- ration for the purposes hereinafter stated, under and pursuant to the provisions of the Arkansas Nonprofit Corporation Act (Acts 1963, No. 176), Ark. Stat. Ann. §§ 64-1901--1924, DO HEREBY CERTIFY as follows: FIRST: The namerof the corporation is THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC. SECOND: The duration of existence of this organization shall be perpetual. THIRD: The purposes for which thiscorporation is orga- nized and the activities proposed to be transacted, promoted or carried on by it are as follows, to -wit: (a) To have all powers and authorities set forth in or contemplated by the Arkansas Nonprofit Corporation Act, Ark. Stat. Ann. § 64-1901 et sect. and any amendments thereto. (b) To construct, operate, manage and maintain the Center for the Arts as agent for the University of Arkansas and the City of Fayetteville. (c) To construct a Center for the Arts to be located in Fayetteville, Arkansas, in accordance with the -2 - program specified in the Interlocal Cooperation Agreement between the City of Fayetteville and the University of Arkansas entered on September 1986. (d) To employ an executive director of the Center for the Arts, and such other agents and employees as it shall deem proper. (e) To promulgate reasonable rules and regulations for operation and use of the Center for the Arts, including, where for use of the greatest access appropriate, to set reasonable fees Center, assuring always that the to the facilities is provided for users and user groups. (f) To promote interest in the arts in Northwest Arkan- sas. (g) To enter into agreements with the City, the Univer- sity, any other city or county, the State of Arkan- sas, the U. S. Government, or any agency or instru- mentality thereof, or with any private group, to exchange, borrow or loan property of the corpora- tion. (h) To enlist volunteers to assist in promoting the Center for the Arts. (i) To acquire, by gift, bequest or purchase, works of -3- art of all types, and to hold the same as a perma- nent collection. (7) To acquire by gift, lease, purchase or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Center for the Arts. (k) To sell, lease, or dispose of any property of the corporation conditioned upon approval of the City Board of Directors and the Board of Trustees of the University, except that it shall not be necessary to obtain approval to sell any property which is do- nated, sold in the ordinary course of business, or purchased by the corporation for the purpose of immediate resale, nor to transfer property held in permanent collections maintained by the University of Arkansas/City of Fayetteville Arts .Center Coun- cil, Inc. (1) To enter into any lawful contracts and to do such other things as may be convenient or necessary to fulfill the purposes of the corporation. (m) The purposes of this corporation are expressly declared not to be for gain or individual profit and it shall be operated entirely on a nonprofit basis. No part of its income shall be distributed to its members, directors or officers; provided however., that officers, directors and employees may be reim- bursed for expenses incurred in attending to their authorized duties. In the event this corporation is dissolved, voluntarily or involuntarily, all of its net assets shall be distributed and paid out for such charitable purposes as may be determined by the last Board of Directors of the corporation, subject to the approval of the Board of Directors of the City of Fayetteville and the Board of Trustees of the University of Arkansas, in accordance with the provisions of the Arkansas Nonprofit Corporation Act, Ark. Stat. Ann. § 64-1901 et see ., and. the Dt a e nn b it Interlocal Cooperation Agreement dated Septcmbcr , 1986, between the City of Fayetteville and the Board of Trustees of the University of Arkansas. (n) To do each and every act, which is ordinary, neces- sary, or reasonable to obtain and maintain the status of a tax exempt organization for purposes of federal and state income taxation, and ad valorem taxation. FOURTH: The names and addresses of the incorporators are as follows: Name 1. Frank Sharp Address 2062 Smokehouse Road Route 11 Fayetteville, Arkansas 2. Dr. Bernard Madison 573 Rock Cliff Road 3. Sonja Decker 2823 Hyland Park 4. Dr. Lloyd Seaton, Jr. 1701 W. Center Street Fayetteville, Arkansas Fayetteville, Arkansas 5. James Gilbreath 6. Dr. D. Andrew Gibbs FIFTH: The principal office Fayetteville, Arkansas 428 N. Tanglewood Fayetteville, Arkansas 1317 N. Lewis Fayetteville, Avenue Arkansas 72701 72701 72701 72701 72701 72701 of this Corporation shall be located at City Administration Building, 113 W. Mountain, Fayetteville, Washington County, Arkansas 72701, or at such place as the Board of Directors of this Corporation shall from time to time designate as the location of the principal office. SIXTH: The name of the registered agent of the corpo- ration is Don Grimes, whose address is 113 W. Mountain St., P. O. Drawer F, Fayetteville, Arkansas, 72701. SEVENTH: The initial Board of Directors shall consist of six (6) directors. The persons who are to serve as initial directors are: 1 Frank Sharp 2. Dr. Bernard Madison (3 year initial term) (3 year initial term) 3 Sonja Decker 4. Dr. Lloyd Seaton, Jr. (a year initial term) (2 year initial term) 5. James Gilbreath 6. Dr. D. Andrew Gibbs (__ year initial term) (1 year initial term) The initial directors will serve until their successors qualify. EIGHTH: The affairs and business of this corporation shall be controlled and conducted by a Board of Directors con- sisting of six (6) directors, three (3) of whom shall be appointed by the Board of Directors of the City of Fayette- ville, Arkansas as then constituted at the time of the ap- pointment and three (3) of whom shall be appointed by the Board of Trustees of the University of Arkansas as then constituted at the time of such appointment. The terms of office of the Directors shall be as follows: The initial term of one Director appointed by the City Board of Directors and one Director appointed by the Board of Trustees of the Univer- sity shall expire on June 30, 1987. The initial term of one Director appointed by the City Board of Directors and one Director appointed by the Board of Trustees of the University shall expire on June 30, 1988. The initial term of one Director appointed by the City Board of Directors and one Director appointed by the Board of Trustees of the University -7 - shall / shall expire on June 30, 1989. Successor Directors shall be appointed for staggered three-year terms, commencing on July 1 of the year for which he/she is appointed and ending on June 30 of the third year thereafter. Each Director shall continue to hold his/her position until his/her successor has been appointed and .qualified. The Board of Directors may make rules, policies and regulations for the management of the affairs of this Corporation from time to time. NINTH: This corporation shall have no members. The University of Arkansas, and the City of Fayetteville, Arkan- sas, acting through their respective governing bodies, shall have and exercise the rights to select, appoint and remove directors of the corporation as set forth elsewhere in these Articles, the By -Laws, and the Interlocal Cooperation Agree- ment, and to the extent that Ark. Stat. Ann. §§ 64-1910 or 64-1911 shall ever be construed to require membership in the corporation in order to exercise such rights, then the Univer- sity of Arkansas and the City of Fayetteville shall be and constitute such members. TENTH: The Corporation shall indemnify to the full extent from time to time permitted by law, any person made, or threatened to be made, a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal thereof (and any inquiry or investigation which could lead to such action, suit or proceeding), by reason of the fact that such person is or was a director, officer or employee of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation. Such right of indemnification shall inure to the benefit of the legal • representatives of any such person. ELEVENTH: These Articles of Incorporation may be amended by the approving vote of not less than two-thirds (2/3) of all directors amendment Board of of the Corporation provided, however, that no such shall be effective until it has been approved by the Directors of the City of Fayetteville and by the Board of Trustees of the University of Arkansas. IN WITNESS WHEREOF, we hereunto set our hands this //`t - day of December, 1986. r Dr. Bernard Madison. Incorporator Dr,/LYdyd Seaton, Jr. 7 Incorporator Dr. D. Andrew Gibbs Incorporator ank Sharp Incorporator Sonj/ Decker Inc porator s Gilbreath Incorporato • BY-LAWS OF • ca THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC. BE IT KNOWN BY THESE PRESENTS: That, WHEREAS, the City of Fayetteville, Arkansas, acting by and through its Board of Directors and the University of Arkansas, acting by and through its Board of Trustees have _..bee em bar entered into an Interlocal Cooperation Agreement dated Sep4- m- -ber 9-7-1986, for the purpose of constructing, maintaining, operating and endowing a center for the presentation and enjoyment of .and participation in the arts in Northwest Arkansas and have combined their resources and talents to the end that such center should be built, maintained, operated and endowed; and WHEREAS, the construction, operation and management- of the Center for the Arts will be through a corporation formed under the Arkansas Nonprofit Corporation Act (Acts 1963 No. 176 Ark: Stat.--Ann-5§-64-1901-1924, acting as agent for -the City of Fayetteville, Arkansas, and the University of Arkan- sas; and WHEREAS';. ?Fiis -3s the- nonprorit corporation -which---has -been formed for constructing, maintaining and operating the Center for the Arts as set forth above; now THEREFORE, F7ITidESSETH, THESE BY-LAWS ARTICLE I: DEFINITIONS (a) "Board": The term "board" as used herein shall mean the.Board of Directors of the corporation. There is but one such Board which is hereby declared to have all of the powers and duties of a Board of Directors of a nonprofit corporation. (b) "Director": The term "director" as used herein shall mean_a member.of the Board of Directors. (c) "Corporation": The terms "Corporation" and "corpo- ration" as used herein shall mean the University of Arkan- sas/City. of Fayetteville Arts Center Council, Inc. ARTICLE II: BOARD OF DIRECTORS -SECTION 1. General Powers. The management of all the affairs of the Corporation shall be vested in a Board of Directors which, subject to the restrictions imposed by law, by the._Interlocal Cooperation Agreement, by the Articles. of Incorporation of .this corporation, or by these By -Laws, may exercise all the powers of the Corporation. SECTION 2. Number, Term, Quorum. The number of Members of the Board of Directors shall be six (6). The members of the Board of Directors shall be appointed. .as .set forth in the Articles-of...Incorporation.,- Each director,_shall be.a natural person and, after expiration of the terms of the initial Board of Directors., shall serve for a three (3) year term, or until his/her successor is approved and qualified. Terms of the Board of Directors (after the initial appointments) shall be staggered so that one (1) director is appointed by the City of Fayetteville each year and one (1) director by the Board of Trustees.of the University of Arkansas per year. A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting to a specified date for which a,minimum of one day's notice shall be provided to each direc- tor SECTION 3. First Meeting. The initial Directors may hold their first meeting for the purpose of organization and the transaction of- business, if a quorum be present, at the time and place fixed by agreement of a majority of all of the Directors SECTION 4. Election of Officers. At the first meeting, or at any subsequent meeting called for the purpose, the Directors shall elect:a President, a Secretary and a Treasur- er, the reasur-er,.the latter two. of. .which need not be directors. Such offi- cers-shall-holdoffice until their successors maybe elected to hold until the next. election. of -officers -or are elected- and. qualified. A_person the offices of Secretary and Treasurer simultaneously, but the offices of President and Secretary or Treasurer may not be held by the same person simultaneously.