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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. 5 -4- SECTION 5. Regular and Special Meetings. Regular meetings of the Directors may be held at such places and times as shall be determined from time to time by resolution of the Directors. Special meetings of the Board may be called by the President- or upon call of any two Directors on at least one day's notice to each Director. All notices of special meet- ings shall state the purpose thereof. SECTION 6. Place of Meetings. The Directors may hold their meetings and have one or more offices and keep the books of the Corporation inside the State of Arkansas, at any office or offices of the Corporation or at any other place as they may from time to time by resolution determine. SECTION 7. _ Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the Board of Directors, it is hereby expressly declared that the Board shall have _the following powers,. in addition to the powers set forth in the Arkansas Non -Profit Corporation Act, Ark. Stats. y§ 64-1901 et. sea., the Articles of Incorpp-ra_tion,_of= this: corporation; and._in the ,Interiocai bacam be. Cooperation Agreement_datedSey�C.J er,:1986:-- (a),,, To :K and change.. regulations, no t, .,.inconsistent with these By -Laws, for the management of the • Corporation's affairs, including, but not limited to, setting policies and procedures for the manage- ment, operation, and maintenance of the center. r -5- To purchase or otherwise acquire for the Corporation any real or personal property, rights or privileges which the Corporation is authorized to acquire. (c) To remove any officer and/or any employee for cause, or any officer and/or any employee other than the President summarily with or without cause, and in its discretion, from time to time, to devolve the powers and duties of any officers upon any other persons for the time being. (d) To appoint and remove or suspend such subordinate officers, agents or employees as it may deem neces- sary or advisable, and to determine duties, and fix, _and from time to time change the salaries or remu- neration of -Its -agents and employees and to require security as and when it thinks fit. (e)_ To confer... upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, agents and employees. (f) To determine who shall be authorized on the Corpo- • ration's behalf to make and sign acceptances, endorsements, checks, releases, receipts, contracts and other instruments. (g) To prepare annually a budget, which shall be submit- ted to the Chancellor of the University of Arkansas, Fayetteville and the City Manager of the City of -Fayetteville, Arkansas or their designated represen- tatives, for approval prior to distribution by The -University of Arkansas/City of Favetteville Arts Foundation, Inc., of any funds to The University of Arkansas/City of Fayetteville Arts_ Center Council, Inc. (h) To exercise such other. powers as are specifically granted to the_Board-el-sewhere herein, or which might be necessary or required to carry out the duties and responsibilities of the Board. SECTION S. Ccmoensation of Board of Directors. Members of the Board shall not receive any stated salary for their -6 - services as Directors, but they may be reimbursed ordinary and necessary expenses incurred in connection with this office. SECTION 9. Annual Report by Directors. The Board of Directors shall report at least annually to the City Board of Directors and the Board of Trustees of the University, on the management, operation and activities of the corporation, which report shall -include a -financial statement prepared in accor- dance with generally accepted accounting principles. S. ARTICLE III: OFFICERS SECTION .1. The.. officers of the Corporation shall be a President, .Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold the offices of Secretary and Treasurer simultaneously, but one person shall not serve simultaneously both as President and as Secretary or Treasu- rer. SECTION 2. Duties. The President, when present, shall preside at all meetings of the Board. The President arid the other officers of. the Corporation shall have such other - pow- ers, duties and responsibilities as the Board may, from time to time, fix and declare by resolution. SECTION 3. Treasurers Bond. If- required by the Board, the Treasurer shall give bond with a reputable corporate surety for the faithful discharge of his/her duties in such 1 P -7 amount as the Board may prescribe. The premium for said bond shall be a general expense of the Corporation. SECTION 4. Resignations, Filling of Vacancies, Increase of Number of Directors. Any Director or officer may resigh at any time by written resignation which shall take effect at the .time specified therein or,if no time be specified, upon re- ceipt of same by the. President or Secretary. The acceptance of a_ resignation shall not be necessary to make it effective. If the office of any. Director becomes vacant, then the entity initially. appointing such director shall appoint a replacement director which person shall the unexpired term and until and qualified. The Board of ville, or the Board of Trusti hold office for the remainder of his successor shall be appointed Directors of the City of Fayette - ?es of the University of Arkansas, may at any time, with or without cause, remove any director appointed by such entity. Upon Appropriate amendment to the Articles of Incorporation and these By-laws, the Trustees of the University of Arkansas and the Board of Directors of the City of Fayetteville_mayincrease the number of directors,.. and provide for their office and •app.ointment-...at such time. --------------- ARTICLE IV: AMENDMENTS SECTION 1. Amendment of By -Laws. These By -Laws may be amended by the approving vote of not less than two-thirds ,r f -8- (2/3) of all the Directors of the corporation provided that no such amendment shall be effective until it has been approved by the.Board of Directors of the City of Fayetteville, Arkan- sas, -and. - the Board of. Trustees of the University of Arkansas. APPROVED AND ADOPTED this )/ day of December, 1986. n �- YVIwa�— BY F a -Sharp Dr. Bernard Madison Incorporator .. Incorporator By _2t:1 ...._C��,oYJih -Sonj- Decker Incor orator By Jam Gilbreath rporator S;;t4,rgV Incorporator,��, BYt'1X/l/u/��i� Dr. D. 'Andrew Gibbs Incorporator INCORPORATORS FO \L �p �� 25-V I FILED- JAN 198] ARTICLES OF INCORPORATWN3 t1B SE R ARt 0 , ST OF BY . THE UNIVERSITY OF ARKANSAS/CITY OF FAY EVILLE ARTS FOUNDATION, 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 name of the corporation is THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC.. j f SECOND: The duration of` the existence of this orga- nization shall be perpetual. THIRD: The purposes for which this corporation is or- ganized 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 solicit, receive, invest, reinvest, and manage contributions, and to engage in fund-raising acti- vities for the benefit of the Center for the Arts. Investments shall be made in accordance with the r ' r f r Y • '. -2- investment policies of the University of Arkansas and the City of Fayetteville. (c) To establish an endowment and to pay a portion or all of the income to The University of Arkansas/City of Fayetteville Arts Center Council, Inc., for the operation, maintenance and management of the Center for the Arts. (d) To borrow money and issue notes or other evidences of indebtedness, upon.approval of the City Board of Directors and the Board of Trustees of the Universi- ty. (e) 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. (f) 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 dona- ted, sold in the ordinary course of business, or purchased by the corporation for the purpose of im- mediate resale, nor to transfer property to the University of Arkansas/City of Fayetteville Arts . ,} 1 I { -3- Center Council, Inc., which is more properly held in permanent collections maintained by that entity, nor to buy, sell or trade property held in an investment portfolio. (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 corpo- ration. - (h) To enter into any lawful contracts and do all other things which -are convenient or necessary to fulfill the purposes of the corporation. (i) 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 purposes as may be determined by the last Board • -4- 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 Uni- versity of Arkansas in accordance with the provi- - ti sions of the Arkansas Nonprofit Corporation Act, Ark. Stat. Ann. 64-1901 et sec., and the Interlocal Cooperation Agreement. (j) 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. Dr. Stanley Smith 2. Scott Linebaugh 3. Linda Malone 4. Elaine M. Longer 5. Winfred Thompson 6. Billie J. Starr Address 2209 Golden Oaks Drive Fayetteville, Arkansas 72703 717 Calvin Fayetteville, Arkansas 72701 1216 W. Lakeridge Fayetteville, Arkansas 72701 2387 Twelve Oaks Drive Fayetteville, Arkansas 72703 508 N. Sequoyah Drive Fayetteville, Arkansas 72701 210 Ravenwoods Lane Fayetteville, Arkansas 72701 1 .. Imo_ -5- FIFTH: The principal office located at City Administration Fayetteville, Washington County, place as the Board of Directors o time to time designate as the office. of this Corporation shall be Building, 113 W. Mountain, Arkansas 72701, or at such f this Corporation shall from location of the principal 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, 72702. SEVENTH: The initial Board of Directors shall consist of six (6) directors. The persons who are to serve as initial directors are: 1. Dr. Stanley Smith 2. Scott Linebaugh (3 year initial term) (3 year initial term) 3. Linda Malone 4. Elaine M. Longer (1 year initial term) (/. year initial term) 5. Winfred Thompson 6. Billie J. Starr (2 year initial term) (2Z 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 consisting of six (6) directors, three (3). of'whom shall be s P appointed, by the Board of Directors of the City of Fayette- ville, Arkansas as then constituted at the time of the Y � -6- appointment; and three (3) of whom shall be appointed by the Board of Trustees of the University of Arkansas as then i constituted at: the time of such appointments" 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 Boa± of Directors and one jy Director appointed by the Board of Trustees of the University 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 w .7 - 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 rep- resentatives 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 and unless it has been I. 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 �rh day of December, 1986. �.Stanle S cott i baugh Dr/./' StanlSmith Incorp rator1 Incoporat e .<L er p v laine .�L er infred ho pson Incorporator / Incor o ato L. n llie J. St nda a once Incorporator Incorporator MI$!t*P1LME I INTERLOCAL COOPERATION AGREEMENT THIS AGREEMENT is made between the Board of Trustees of the University of Arkansas for the University of Arkansas, Fayette- ville ("University"), a public institution of higher education established by Arkansas law, and the City of Fayetteville, Arkan- sas ("City"), a political subdivision of the State of Arkansas, under the authority of Act 430 of 1967, codified at Ark. Stat. Ann. §S 14-901 et seq. (Repl. 1979). WITNESSETH: WHEREAS, representatives of the University and the City met together during 1985 and 1986 to explore the possibility of a joint venture for the construction and usage of a multi -purpose Center for the Arts; and WHEREAS, the Joint Arts Center Committee has recommended that a Center for the Arts which is constructed, owned and operated jointly by the City and the University will best serve the arts needs of Northwest Arkansas; NOW, THEREFORE, in consideration of the mutual promises of the parties containedherein and other good and valuable cons.id- eration, the parties agree as follows: ARTICLE I: CREATION OF TWO SEPARATE NON-PROFIT CORPORATIONS TO CONSTRUCT AND MANAGE THE CENTER FOR THE ARTS There shall be created pursuant to the Arkansas Non -Profit p N n Interlocal Cooperation Agreement City of Fayetteville/University of Arkansas Page 2 Corporation Act, codified at Ark. Stat. Ann. §§ 64-1901 et seq., a non-profit corporation to be named the University of Arkan- sas/City of Fayetteville Arts Center Council, Inc. ("Arts Center Council"), which shall serve as agent for the University and the City to construct, manage, operate and maintain a Center for the Arts. The Center for the Arts shall be owned by the City and the University as tenants in common. The purposes, powers and duties of the corporation shall be those set out in the Articles of Incorporation and By-laws, which are attached hereto and incor- porated herein by reference. There shall be created pursuant to the Arkansas Non -Profit Corporation Act, codified at Ark. Stat.-Ann. §S 64-1901 et seq., a non-profit corporation to be known as University of Arkansas/ City of Fayetteville Arts Foundation, Inc. ("Arts Foundation"), which shall establish an endowment and pay over a portion or all of the income to the Arts Center Council for the operation, man- agement, and maintenance of the Center for the Arts. The pur- poses, powers and duties of the corporation shall be those speci- fied in the_.Ar_ticles of Incorporation and By-laws, which are attached hereto and incorporated herein. Boards of Directors. The Boards of Directors of,each corpo- station:shall consist of six (6) members.. Three (.3) Directors shall be appointed by the City Board of Directors. Three (3) Directors shall be appointed by the Board of Trustees of the University. The initial members of each Board of Directors shall be appointed for one, two and three year terms. Successor members Interlocal Cooperation Agreement q.a City of Fayetteville/University of Arkansas Page 3 shall be appointed for staggered three year terms. A Director may be removed by the majority vote of the Board which appointed him/ her, with or without cause. The initial Board of Directorsof each corporation shall serve as Incorporators of their respective corporation, and are hereby authorized to take such steps which may be necessary or advisable to create their respective corporation. The Board of Directors of each corporation shall report at least annually to the City Board of Directors and the Board of Trustees of the University on the management, operation and acti- vities of each corporation, which report shall include a finan- cial statement prepared in accordancewith generally accepted accounting principles. Each corporation shall prepare annually a budget, which shall be submitted to the Chancellor of the University of Arkansas, Fayetteville, and the City Manager of the City of Fayetteville, Arkansas, or their designated representatives, for approval, prior to distribution by the Arts Foundation of any funds to the Arts Center_ Council. ARTICLE II FINANCING AGREEMENT • The City .and:the University - will -each contributea total of Four Million Five Hundred Thousand Dollars ($4,500,000) for con- struction of the Center for the Arts and an endowment to manage, operate and maintain the Center for the Arts. Construction of the Center for the Arts, including land Interlocal Cooperation -Agreement City of Fayetteville/University of Arkansas Page 4 acquisition costs, will be financed by equal contributions from the City and the University of Three Million Dollars ($3,000,000), for a total construction fund of Six Million Dol- lars ($6,000,000). Capitalization of the endowment fund managed by the Arts Foundation will be initially financed by equal contributions from the City and the University of One Million Five Hundred Thousand Dollars ($1,500,000)., for a total endowment fund of Three Million Dollars ($3,000,000). Neither party shall be obligated to contribute any of the above sums until financing of the City's share has been approved by the electors of the City of Fayetteville. There shall be no obligation on the part of either the Board of Trustees of the provide additional inadequate to fund for the Arts. The Center for issued bytheCity tion. University or the City Board of Directors to funds in the event the sums contributed are either construction or operation of the Center the Arts may serve as collateral for any bonds of Fayetteville to partially finance construc- ARTICLE III OF THE CENTER: FOR_ THE. ARTS The Board of Directors of the Arts Center Council shall select an architect to design and supervise construction of the Center for the Arts, to be located in Fayetteville, Arkansas. The plans for the Center for the Arts shall be in accordance with the Interlocal Cooperation Agreement City of Fayetteville/University of Arkansas Page 5 General Plan for the Size and Character of the Facilities adopted by the Joint City and University Arts Center Board. The Univer- sity and the City will' jointly contract with the architect. The construction contract shall be awarded after receipt of competi- tive bids in accordance with.state law. ARTICLE IV DURATION The duration of this Agreement and the corporations created hereunder shall be perpetual. ARTICLE V DISSOLUTION In -the event of dissolution of either of the corporations created hereunder, all of the net assets of the dissolved corpo- ration 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 City Board of Directors and the Board of Trustees of the University, in accor- dance with the provisions of the Arkansas Non -Profit Corporation Act, Ark. Stat.=Ann. SS 64-1901 et seq. ARTICLE VI CONDITION SUBSEQUENT This Agreement: shallonly be effective if the electors.:of the City of Fayetteville approve a plan for financing the City's share of the funding for construction of the Center for the Arts and upon appropriate modification of the Agreements under which ,Interlocal Cooperation Agreement City of Fayetteville/University of Arkansas Page 6 the University holds its share of the funds for the Center for the Arts. ARTICLE VII AMENDMENT This Agreement may be amended by the approving vote of the Board of Trustees of the University and the City Board of Direc- tors. ARTICLE VIII BINDING AGREEMENT This Agreement shall be binding upon the parties hereto, their successors and assigns. Date• CITY OF FAYETTEVILLE, ARKANSAS yy ' moo' PAULA NO--NO1U4D, wx MAYOR 3. CITY �¢E Date:. C- /, 79S6 BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANS S µ- Y TH�NTON, PRESIDENT OF THE UNIVERSITY OF ARKANSAS r. •o+r.M9 OF THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, 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 entered into an Interlocal Cooperation Agreement dated Septem- ber _, 1986, for the purpose of constructing, owning, main- taining, 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 endowment of the Center for the Arts will be through a corporation formed under the Arkansas Nonprofit Corporation Act (Acts 1963 No. 176), Ark. Stats. §§ 64-1901- -1924; and WHEREAS, this is the nonprofit corporation which has been formed for the purposes of endowing the Center for the Arts and conducting additional fund raising activities to that end; now THEREFORE, WITNESSETH, THESE BY-LAWS: -2 - ,,.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 Foundation, 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 ending on June 30, or until his/her successor is appointed and quali- -3- fied. Directors may be reappointed to serve successive terms. Terms of the Board of Directors (after the initial appoint- ments) shall be staggered so that one (1) director is appoint- ed by the City of Fayetteville each year and one (1) director is appointed 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 director. 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 latter two of which need not be directors. Such of- ficers shall hold office until the next election of officers or until their successors are elected and qualified. A person may elected to hold the offices of Secretary and Treasurer -4 - simultaneously but the offices of President and Secretary or Treasurer may not be held by the same person simultaneously. SECTION 5. Regular and Special Meetings. Regular meetings of the Directors may be held at such as shall be determined from time to time by Directors. Special meetings of the Board may President or upon call of any two Directors day's notice to each Director. All notices ings shall state the purpose thereof. places and times :esolution of the be called by the on at least one of special meet - SECTION 6. Place of Meetings. The Directors may hold their meetings and have one or more offices and keep the books of the Corporation inside the State of Arkansas, at any office or offices of the Corporation or at any other place as they may from time to time by resolution determine. SECTION 7. Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the Board of Directors, it is hereby expressly declared --that the Board shall have the following powers, in addition to the powers set forth in the Arkansas Non -Profit Corporation Act, Ark. Stats. §§ 64-1901 et seq. the Articles of Incorporation of this corporation; and in the Interlocal Cooperation Agreement dated September _, 1986: (a) To make and change regulations, not inconsistent with these By -Laws, for the management of the Corporation's affairs, including, but not limited -5 - to, setting policies and procedures for the invest- ment of endowment funds and for raising additional funds for the endowment. (b) To purchase or otherwise acquire for the Corporation any real or personal property, rights or privileges which the Corporation is authorized to acquire. (c) To remove any officer and/or any employee for cause, or any officer and/or any employee other than the President summarily with or without cause, and in its discretion, from time to time, to devolve the powers and duties of any officers upon any other persons for the time being. (d) To appoint and,remove or suspend such subordinate officers, agents or employees as it may deem neces- sary or advisable, and to determine duties, and fix, and from time to time change, the salaries or remu- neration of its agents and employees and to require security as and when it thinks fit. (e) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, agents and employees. (f) To determine who shall be authorized on the Corpo- ration's behalf to make and sign acceptances, endor- sements, checks, releases, receipts, contracts and other instruments. (g) To disburse funds in accordance with the annual bud- get, approved by the Chancellor of the University of Arkansas, Fayetteville and the City Manager of the =City of Fayetteville, Arkansas, or their designated representatives, for that year. (h) To exercise such other powers as are specifically granted to the Board elsewhere herein or which might be necessary or required to carry out the responsi- bilities of the Board. SECTION 8. Compensation of Board of Directors. Members of the Board shall not receive any stated salary for their services as Directors, but they may be reimbursed for ordinary -6 - and necessary expenses incurred in connection with their office. SECTION 9. Annual Report by Directors. The Board of Directors shall report at least annually to the City Board of Directors and the Board of Trustees of the University, on the management, operation and activities of the corporation, which report shall include a financial statement prepared in accor- dance with generally accepted accounting principles. ARTICLE III: OFFICERS SECTION 1. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold the offices of Secretary and Treasurer simultaneously, but one person shall not serve simultaneously both as President and as Secretary or Treasur- er. SECTION 2. Duties. The President, when present, shall preside at -a11 meetings of the Board of Directors. The Pres- ident and the other officers of the Corporation shall have such other powers, duties and responsibilities as the Board of Directors may, from time to time, fix and declare by resolu- tion. SECTION 3. Treasurer's Bond. If required by the Board, the Treasurer shall give bond with a reputable corporate I 1. .ice , ti t •: .. -7- surety. for the faithful discharge of his/her duties in such amount as the Board may prescribe. The premium for said bond shall be a general expense of the Corporation. SECTION 4. Resignations, Filling of Vacancies, Increase of Number of Directors. Any Director or officer may resign at any time by written resignation which shall take effect at the time specified therein or, if no time be specified, upon receipt of same by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. If the office of any Director becomes vacant, then the entity initially appointing such director shall appoint a replacement director which person shall hold office for the remainder of the unexpired term and until his successor shall be appointed and qualified. The Board of Directors of the City of Fayette- ville, or the Board of Trustees of the University of Arkansas, may at any time, .with or without cause, remove any director appointed by such entity. Upon appropriate amendment to the Articles -of Incorporation and these By -Laws, the Trustees of the University of Arkansas and the Board of Directors of the City of Fayetteville may increase the number of directors, and provide for their terms of office and appointment at such time. -8- - ARTICLE V: AMENDMENTS SECTION 1. Amendment of By -Laws. These By -Laws may be amended by the approving vote of not less than two-thirds (2/3) of all the Directors of the corporation, provided that no such amendment shall be effective until it has been ap- proved by the Board of Directors of the City of Fayetteville, Arkansas, and of the Board of Trustees of the University of Arkansas. APPROVED AND ADOPTED this day of September, 1986. By University of Arkansas Director 1 By University of Arkansas Director.2 By University of Arkansas Director _3 - By City Director 1 By City Director 2 By City Director 3 INCORPORATORS