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RESOLUTION NO. 51-90
A RESOLUTION APPROVING THE CHANGES TO THE BY-
LAWS AND ARTICLES OF INCORPORATION FOR THE
ARTS CENTER AND ARTS COUNCIL AND INTERLOCAL
COOPERATION AGREEMENT.
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the Board of Directors hereby approves
the adoption of the changes to the By -Laws and Articles of
Incorporation for the Arts Center Council and Arts Foundation and
Interlocal Cooperation AgreeMent, A copy of the revised By -Laws
and Articles of Incorporation Fand interlocal Cooperation Agreement
authorized for execution hereby is attached hereto marked Exhibit
"A" and made a part hereof,
PASSED AND APPROVED this 3rd day of
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APPROVED:
By:
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SATTEST:
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April
1990
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FIRST AMENDMENT
TO
INTERLOCAL COOPERATION AGREEMENT DATED DECEMBER 9, 1989
THIS AGREEMENT is made
University of Arkansas for
ville ("University"), a
established by Arkansas
between the Board of Trustees of the
the University of Arkansas, Fayette -
public institution of higher education
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, as codified at Ark. Code
Ann. Sections 25-20-102 et seq. (1987).
WITNESSETH:
WHEREAS, on December 9, 1986, the parties entered into an
Interlocal Cooperation Agreement Which established two not-for-
profit corporations and an endowment for the purpose of planning,
constructing and operating a Center for the Arts; and
WHEREAS, the Directors of both corporations have requested
approval of certain changes in the Interlocal Cooperation Agree-
ment and in the Articles of incorporation and By -Laws of each
corporation for the purpose of itipTeVing the operations of the
Center for the Arts;
NOW, THEREFORE, in consideration of the mutual promises of
the parties contained herein and other good and valuable consid-
eration, the parties agree to amend their Interlocal Cooperation
Agreement as follows:
•
Ils Amendment to Interlocii Cooperation Agreement
kfik‘
CMtr of Fayetteville/University eo443
f Arkansas
.Page 2
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1. The Section of Article I, Creation of Two Separate Non -
Profit Corporations, entitled "Boards of Directors" is hereby
deleted and the following Section is substituted therefor:
Boards of Directors. The Board of Directors of the Arts
Center Council shall consist of at least ten (10) members,
and not more than twenty (20) members. The selection,
replacement and terms of office of Directors of the Arts
Center Council shall be as specified in the Articles of
Incorporation and By -Laws of the Arts Center Council, as
amended.
The Board of Directors of the Arts Foundation shall con-
sist of six (6) members. The selection, replacement and terms
of office of Directors of the Arts Foundation shall be as
specified in the Articles of Incorporation and By -Laws of the
Arts Foundation, as amended.
The annual budget of the Arts Center Council shall be
approved by the Arts Foundation and incorporated into and
made a part of the annual budget of the Arts Foundation. The
annual budget of the Arts Foundation shall be approved by
the Chancellor of the University of Arkansas, Fayetteville,
and the City Manager of the City of Fayetteville, Arkansas,
or their designated representatives, prior to distribution by
the Arts Foundation of any funds to the Arts Center Council.
The Board of Directors of each corporation shall report
at least annually to the Board of Trustees of the University
of Arkansas and the City Board of Directors on the manage-
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-1s:€ Amendment to Interlock COOperation Agreement
atylrof Fayetteville/University of Arkantet
erPage 3
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ment, operation and activities of each corporation, which
report shall include a financial statement prepared in accor-
dance with generally accepted accounting principles.
2. The Amendments to the Articles of Incorporation and By -
Laws of each corporation, conforming herewith, and containing
additional modifications to the methods of operation, are hereby
approved and authorized for implementation.
DATE: /Ter; I 6, ITio
BOARD OF TRUSTEES OF THE
UNIVERSI ,/OF
: • E.1,7V.7. BERLIN
ESIDENT
UNIV RSITY OF ARKANSAS
DATE: 4pr:l 2, /
CITY OF FAYETTEVILLE,
ARKANSAS
By
WILLIAM V. MARTI
MAYOR
Attest:
SHERRY TH AS
CITY CLERK
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ARKANSAS
SECRETARY
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OF STATE
W. J. "Bill" McCuen
Secretary of State
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CERTIFICATE OF AMENDMENT
OF
THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE
ARTS FOUNDATION, INC.
loilta in this office:
May 14:, 1190
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;WASHINGTON COUNTY CIRCUIT 140. CIV 87-53
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SECOND AMENDMENT TO THE ARTICLES :OF RPORATION
OF
THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE
ARTS FOUNDATION, INC.
•
WE, THE UNDERSIGNED, constituting at least two-thirds of the
membership of the Board of Directors of THE UNIVERSITY OF ARKAN-
SAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., at a called meet-
ing of the Board of Directors, pursuant to the authority granted
cz;
c:)
in the ELEVENTH Article of the Articles of Incorporation, do
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hereby amend the Articles of Incorporation of said Corporationfas-T
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follows: t.
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1. The THIRD article shall be amended by deleting subpara- no
graph (b) and substituting the following: co
(b) To acquire by gift, lease, purchase, or otherwise,
and to hold, own or lease any real, personal or mixed prop-
erty, for the uses and benefit of the Center for the Arts; to
receive, invest, reinvest and manage funds received from the
University of Arkansas, the City of Fayetteville, individu-
als, corporations, THE UNIVERSITY OF ARKANSAS/CITY OF FAYET-
TEVILLE ARTS CENTER COUNCIL, INC., and others. Investments
shall be made in accordance with the investment policies of
the University of Arkansas and the City of Fayetteville.
2. The THIRD Article is aMended by deleting subparagraph (e)
and substituting the following therefor:
ev • ANIIN
Sedondilmendment to ArtS 'Foundation Articles
m 7r4 $.1 City iof Fayetteville/University of.Arkantas
r
6Page 2
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(e) To review and approve the annual budget of THE UNI-
VERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUN-
CIL, INC., for operations, maintenance and fundraising, which
shall be incorporated into and made a part of the annual bud-
get of THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS
FOUNDATION, INC. The annual budget of THE UNIVERSITY OF
ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., shall be
submitted to the Chancellor of the University of Arkansas,
Fayetteville, and the City Manager of the City of Fayette-
ville, Arkansas, or their designated representatives, for
approval, prior to distribution by THE UNIVERSITY OF ARKAN-
SAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., of any funds
to THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CEN-
TER COUNCIL, INC. The budget shall be deemed approved if not
disapproved by either the Chancellor or the City Manager
within seven (7) days of their receipt of the annual budget.
3. The EIGHTH Article is deleted and the following is substi-
tuted therefor:
(a) The affairs and bus-iness of this Corporation shall
be controlled and conducted by a Board of Directors consist-
ing of six (6) Directors, throe (3) of whom shall be
appointed by the Board of Directors of the City of Fayette-
ville, Arkansas, and three (3) of whom shall be appointed by
the Board of Trustees of the University of Arkansas.
(b) The terms of office of the Directors shall be as
follows: The initial term of one Director appointed by the
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: flap,
Seddndamendment to Arts FoUndatidh:Aitieles
:City cd5Fayetteville/UhiVerisity,of Arkansas
9" Page 3 D
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City Board of Directors and one Director appointed by the
Board of Trustees shall expire on June 30, 1987. The initial
terms of one Director appointed by the City Board of Direc-
tors and one Director appointed by the Board of Trustees
shall expire on June 30, 1988. The initial terms of one
Director appointed by the City Board of Directors and one
Director appointed by the Board of Trustees shall expire on
June 30, 1989. Successor Directors shall be appointed for
staggered three (3) 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 Trustees and/or the
City Board of Directors shall have the right to remove any
member appointed by it, at any time, with or without cause.
(c) Effective July 1, 1990, no Director shall serve more
than two (2) consecutive complete three (3) year terms. For
Directors appointed to terms which began prior to July 1,
1990, this limitation shall apply only for terms beginning on
or subsequent to July 1, 1990.
(d) The Board of Directors may make rules, policies, and
regulations for the management of the affairs of this Corpo-
ration from time to time, including the appointment of an
Executive Committee and other committees, to oversee and con-
duct the Corporation's activities. Any committee shall have
and may exercise such powers and shall be subject to such
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Secondaendment to Arts foundation Articles
City of FayettevillelUniVersity of.ArkAnsas
Page 4
limitations as may be set out in the By-laws of the
Corporation or in the resolution creating the committee.
IN WITNESS WHEREOF, we set our hands this 2114 day of March,
aero,_„;)
ILLARD
APPROVED by Resolution adopted by the Board of Directors of
the City of Fayetteville on the 3rel day of Apri, , 1990.
aK4fofl,
Attest:
APPROVED by Resolution
the University of Arkansas
WILLIAM V. MARTIN
CITY OF FAYETTEV LE
YOR
S RRY =AS, CITY CLERK
adopted by the Board of Trustees of
on the rAny of 4a ;
lv Apr .
WvSJ/
. • rem
R :
1990.
ERLIN
E IDENT
UNIV RSITY OF ARKANSAS
._Ser.c
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FIRST AMENDMENT TO THE BY-LAWS
OF
THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE
ARTS FOUNDATION: INC.
WE, THE UNDERSIGNED, constituting at least two-thirds of the
membership of the Board of Directors of THE UNIVERSITY OF ARKAN-
SAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., at a called meet-
ing of the Board of Directors, pursuant to the authority granted
in Article V of the By -Laws, do hereby amend the By -Laws of said
Corporation as follows:
1. Article II, Section 2, ghall be amended by deleting Sec-
tion 2 and substituting the following:
SECTION 2. Number, Term,Quorum. The number, term and
selection of the Directors of the Corporation shall be as set
forth in the Articles of Incorporation.
A majority of the Directors shall constitute a quorum
for the transaction of buSinegt.
Board there thall be less than a
If at any meeting of the
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.
2. Article II, Section 7, shall be amended by renumbering
subparagraph (g) as subparagraPh (1)1 renumbering subparagraph
(h) as subparagraph (i), and by the addition of a new subpara-
graph (g) as follows:
va.
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Fiftt Amendment to Artt Foundation By -Laws
City of Fayetteville/UniVertity of Arkahdas
Page 2
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(g) To approve the annual budget of THE UNIVERSITY OF
ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC., for
operations, maintenance and fundraising, which shall be
incorporated into the annual budget of this Corporation; to
enter into an operating agreement with THE UNIVERSITY OF
ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC., for
the operation of the Center for the Arts; and to coordinate
with said Corporation activities to promote and foster the
performance and appreciation Of all forms of artistic
endeavor through the Center for the Arts.
3. The By -Laws shall be further amended by adding a new
Article IV, as follows:
ARTICLE _IV: COMMITTEES
SECTION 1. Committees Generally.
(a) The Board may, by the affirmative vote of a majority
of the entire membership of the Board, designate from among
the Directors an Executive Committee, an Investment Commit-
tee, and an Audit Committee, aid may designate from among the
Directors one or more other COMmittees of the Board, each
such other committee to consist of two or more Directors. The
Board may designate one or more Directors as alternate
members of any committee of the Board, who may replace any
absent or disqualified member at any meeting of the commit-
tee.
(b) Any committee of the Board shall have and may exer-
cise such powers and shall be subject to such limitations in
,
liFiest Amendment to Arts Foundation By -Laws
City of Fayetteville/University of Arkansas
Page 3
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the management of the affairs of the Corporation as may be
set forth in these By -Laws or the resolution creating the
committee. Under no circumstances shall any committee of the
Board have the power or authority to:
(i) amend or repeal these By -Laws, or adopt new By -Laws;
(ii) adopt an agreement or plan of merger or consolida-
tion;
(iii) authorize the sale, lease, exchange, mortgage,
grant or other disposition of all, or substantially all,
of the Corporation's property or assets;
(iv) authorize a dissolution of the Corporation or a
revocation of a dissolution;
(v) elect any officer, or fill any vacancy on the Board,
in any committee or in any office;
(vi) amend or repeal any Resolution of the Board.
(c) The Board, the Chair, or the President may appoint
such advisory committees, which May include in their member-
ship persons who are not directors, and may assign to such
committees such advisory funOtions as the Board, the Chair, or
the President, as the case may be, may deem appropriate.
(d) The Board shall gUperVise and monitor the work of
all committees.
(e) The members of each OOmmittee and each committee
chair shall serve at the pleasure of the Board for the term
specified by the Board, the appointing officer, or by these
By -Laws. A vacancy in any committee may be filled by the
Board at any meeting, and a vacancy in any advisory committee
appointed by an officer may be filled by that officer at any
reAr
(,FieSt Amendment to Arts Foundation By -Laws
City of Fayetteville/University Of Arkangas
Fage 4
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time. Any person elected or appointed to fill a vacancy shall
serve for the remainder of the unexpired term.
(f) Except as otherwise provided in these By -Laws, each
committee may adopt such rules and regulations to govern its
affairs as the committee may deem appropriate.
4. Article V shall be amended by deleting Section I and sub-
stituting the following therefor:
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 of the Directors Of the Corporation, provided
that no such amendment shall be effective until it has been
approved by the Board of Trustees of the University of Arkan-
sas and the Board of Directors of the City of Fayetteville.
Any such amendment shall be deemed approved if not disap-
proved by either entity on 'Or before twenty-one days after a
copy of the proposed amendment(s) has been received by the
Chancellor of the University of Arkansas, Fayetteville, or
the City Manager of the City of Fayetteville.
IN WITNESS WHEREOF, we set our hands this 2gttday of March,
1990.;
/
JANEcACCUS
/ ,7\
) .70 -1( -‘-earn/ Altunen/
WILLARD GAT OOD
L I E LONGER
--et-Ar----f)
BILLIE 30 S R
simrc
T iFiest Amendment to Arts FOUn4aticn My-LaWS
a 4 _city of Fayetteville/UniVersity of Arkangas
Rage 5
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APPROVED by Resolution adopted by the Boar. of. Directors of
the City of Fayetteville on the ggra day of NJ , 1990.
Attest:
WILLIAM V. MARTIN MAYOR
CITY OF FAYETTEV LLE
SHtkRY THOMIS, CITY CLERK
APPROVED by Resolution adopted by the Board of rustees of
the University of Arkansas on the Arday o 4
vt F• r AS
-
RESIDENT
AMBERLIN
UNIV RSITY OF ARKANSAS
, 1990.
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SECRETARY
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NNVISRAINTAIllt
OF STATE
•
W. J. "Bill" McCuen
Secretary of State
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CERTIFICATE OF AMENDMENT
OF
THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE
ARTS 'CENTER COUNCIL, INC.
Filed id this office:
May 44, 1990
e-Xt•3edal•70 rtieacet/ firt‘zsge siesetutio-
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deer litth rhoe ye May >1.9 90
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WASHINGTON COUNTY CIRCUIT NO. CIV 87-52 •
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1);:f \LI 11‘1.:i5 Ju
SECOND AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVI E
ARTS CENTER COUNCIL, INC.
WE, THE UNDERSIGNED, constituting at least two-thirds of the
membership of the Board of Directors of THE UNIVERSITY OF ARKAN-
SAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC., at a called
meeting of the Board of Directors, pursuant to the authority
granted in the ELEVENTH Article of the Articles of Incorporation,
do hereby amend the Articles of Incorporation of said
as follows:
1. The THIRD article shall be amended by deleting
graph (j) and substituting the following:
Corpotati
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subpart-
Tr_fil —.2
(j) To acquire by gift, lease, purchase, or otheruTsA,
pz)
CO
and to hold, own or lease any real, personal or mixed prop-
erty, for the uses and benefit of the Center for the Arts;
and to solicit and receive contributions, and to engage in
fund-raising activities for the benefit of the Center for the
Arts. Any funds received May be turned over to THE UNIVERSITY
OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., for
investment and management. Funds received which will not be
expended within one year, tit endowment funds, shall be
promptly turned over to THE UNIVERSITY OF ARKANSAS/CITY OF
FAYETTEVILLE ARTS FOUNDATION, INC., for investment and man-
agement.
41A4r1 •. • visa
,SeCond Amendment to Arts Center Council Articles
1Y -city of Fayetteville/UniVerflty,of Arkansas
• Page 2 •
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2. The EIGHTH Article is deleted and the following is substi-
tuted therefor:
EIGHTH: (a) Effective July 1, 1990, the affairs and
business of this Corporation shall be controlled and con-
ducted by a Board of Directors consisting of at least ten
(10) members, and not more than twenty (20) members. The term
of office for each position on the Board of Directors shall
be three (3) years beginning on July 1 of the year of
appointment, and ending on June 30 of the third year thereaf-
ter. Each Director shall continue to hold his/her position
until his/her successor has been appointed and qualified. No
Director shall serve more than two. consecutive complete three
(3) year terms. For Directors appointed to terms which began
prior to July 1, 1990, this limitation shall apply only for
terms beginning on or subsequent to July 1, 1990. Successor
Directors shall be appointed for staggered three (3) year
terms.
(b) The Board of Trustees of the University of Arkansas
and the Board of Directors of the City of Fayetteville shall
each appoint five (5) Directors of the Corporation. The term
of one Director appointed by each entity shall expire on June
30, 1991. The terms of two Directors appointed by each entity
shall expire on June 30, 1992. The terms of two Directors
appointed by each entity shall expire on June 30, 1993. The
Board of Trustees and/or the City Board of Directors shall
have the right to remove any .member appointed by it, at any
•
nSecOhdiMendment to Arts Center Council Articles
of:FayettevillefUniVersitYlof Arkansas
4 Page 3
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time, with or without cause.
(c) The Board of Directors of this Corporation may elect
up to ten additional Directors, each of whom must be a resi-
dent of the region served by the Center for the Arts. Any
member so elected shall have demonstrated the ability to
function as a Director of this Corporation in the interests
of the Center for the Arts, and for the civic communities
which it serves; shall possess a demonstrated interest in
furthering the presentation and appreciation of all types of
artistic endeavor; and shall have expressed a desire to fur-
ther the goals and policies of the Center for the Arts
through intelligent services on the Board. A Nominating Com-
mittee shall submit the names of qualified nominees to the
Board of Directors. Directors shall be elected by the affir-
mative vote of a majority of the Directors. The initial
Directors shall be elected so that the terms of not more than
two Directors expire on June 30, 1993; the terms of not more
than four Directors expire on June 30, 1992; and the terms of
not more than four Directors expire on June 30, 1991. Direc-
tors elected by the Board of Directors of this Corporation
may be removed by the Board of Directors in the event of per-
manent disability rendering •the member incapable of perform-
ing his/her duties as Director, or upon unexcused absences
from three consecutive Board meetings.
(d) The Board of Directors shall submit its annual bud-
get to the Board of Directors of THE UNIVERSITY OF
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1,Second Amendment tcArts Center Council Articles
City Of layettevilIe/UniVersiCy4of Arkansas
• Page 4
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ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., for
approval. The annual budget shall be incorporated into and
made a part of the annual budget of THE UNIVERSITY OF ARKAN-
sAs/ciTy OF FAYETTEVILLE ARTS FOUNDATION, INC.
(e) The Board of Directors may make rules, policies and
regulations for the management of the affairs of the Corpora-
tion from time to time, including the appointment of an
Executive Committee and other committees, to oversee and con-
duct the Corporation's activities. Any committee shall have
and may exercise such powers and shall be subject to such
limitations as may be set out in the By-laws of the Corpora-
tion or in the resolution creating the committee.
./ rah
IN /0 WITNESS WHEREOF, we set our hands this day of March,
g 144-4(.-L
BERNARD L. MADISON
SONJA ECKER
cliAtece7C
ES A. GILBIkEATH
Pt,
F K SHARP
APPROVED by Resolution adopted kry the Boar
the City of Fayetteville on the ILd. day of
Attest:
of Directors of
6) , 1990.
WILLIAM 'sir ' MAYOR
CITY OF FAYET ILLE
SAA,)
SHERRY TH
CITY CLERK
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. Second ,Amendment to Arts Center council Articles
"L6F Ft city ,of SayettevilleiffiliVersiCy .of Arkan!as
ti age S
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APPROVED by Resolution adopted bkthe Board of Trustees of
the University of Arkansas on the 4 day of , 1990.
Art
.: IN
rattr
D11:77dERL
ER SIDENT
OF ARKANSAS
UNI
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