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HomeMy WebLinkAbout51-90 RESOLUTION—dr• ••••• • - • 1 a • • ti C. ,s4 . •. 1%. ••• Vart • mom wia ; dr at' f I. • On 40 II irej -16 -4 died • • • • • 4 • 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. L••••••••-11 • 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 •• APPROVED: By: ............ 1.1 , ••.‘ a N • ••••:‘ • SATTEST: r- 7-13 v • ........ • • April 1990 ifar T Pl" ait' a • -,a 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 -trr 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- • -1s:€ Amendment to Interlock COOperation Agreement atylrof Fayetteville/University of Arkantet erPage 3 • 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 -r 4. 1 • STATE "PIP4;174. 1 • e • • '40 '0 • " 00 • ARKANSAS SECRETARY a Nor Mee/ OF STATE W. J. "Bill" McCuen Secretary of State 16/ ty; Jae, Imola gredeeet4 Ade roina wneee41/4 c -Qi aseueoz,daecl<elevry et"t7gez& ide taiaadacs, les+ ce4tee% dad 7,Zator aneitentee. ache ”aes,..avAee/wnee,,, &t exae eioditevAt cone 1 CERTIFICATE OF AMENDMENT OF THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC. loilta in this office: May 14:, 1190 gAraMMt e-Vede,M091r rdee/g0/ cnatie "&"eatt& dee rig# eitte andtithed tir /Geed d lane al AO at de e+ 441 14rh ap eldil May. "JP st_ 1 t, 1.-99eenteer eitt626,G, . . e I oW*1 I VANMA191 " ••!• :3! eee. <1.710 etoei e1— :11.1 ele ••••• • • : • . iLisi; • ;WASHINGTON COUNTY CIRCUIT 140. CIV 87-53 • is • 1,:t • • ,•c:rA 1_1 • 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 0 -c r hereby amend the Articles of Incorporation of said Corporationfas-T , 0 follows: t. rr7 rri 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 • (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 • l• • : flap, Seddndamendment to Arts FoUndatidh:Aitieles :City cd5Fayetteville/UhiVerisity,of Arkansas 9" Page 3 D T 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 • - 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 • • • 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. • a;!, • Fiftt Amendment to Artt Foundation By -Laws City of Fayetteville/UniVertity of Arkahdas Page 2 • • (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 0 • • • 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 •• • • 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 • • 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. fed -41 :"v4P"Pr • "A Aly: A A A. A • my, .t9aq....•.044.4 . . , . F snirE S F ARKANSAS ..-•••0-4% • • ^ SECRETARY 6 ,itsjpeSr", a ILO NNVISRAINTAIllt OF STATE • W. J. "Bill" McCuen Secretary of State 3; da Wont 32e4e LenIs (7haii Come, greet,,,tr cf e26dcliea t./erAceetrZ/v, itYi& 6/de cla44 Saidertaad,4 1021e/14 ce,fter% dateeleaagent a a iene ateaciei eadefteemette taxiere, eea esti° and fres/ect ever ex° • .„ • . •••:••••••••• 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- dee nty tiaad atzeri #ered oge leeeed .oneat#n de 4 iyes t.qact. deer litth rhoe ye May >1.9 90 -4s fffCuLJ ...dea.••/• 07.4•4 4iiffigke1•MI' MaNna' ' t •14. _-••••• • ).1.- • ptiorl1"1 • • • WASHINGTON COUNTY CIRCUIT NO. CIV 87-52 • • • • • Pin 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 /P% 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 • • • • • 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 • • • 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 • • . • ' .76 40,••• "es° 1,Second Amendment tcArts Center Council Articles City Of layettevilIe/UniVersiCy4of Arkansas • Page 4 • • • 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 • rr.01144PN • 40 4 . Second ,Amendment to Arts Center council Articles "L6F Ft city ,of SayettevilleiffiliVersiCy .of Arkan!as ti age S • • • 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 4 .e' - ' ,ram FIRST AMENDMENT TO THE BY-LAWS OF CITY OF FA 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 Article IV of the By -Laws, do hereby amend the By -Laws of said Corporation as follows: 1. Article II, Section 2, shall be amended by deleting Sec- tion 2 and substituting the 'following: SECTION 2. Number,-T,e'rm., 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 business. Board there shall be less than a of those present may adjourn the for which a minimum of one day's each director. 2. Article II, Section 7, .shall If at any meeting of the quorum present, a majority meeting to a specified date notice shall be provided to ae amended by deleting sub- paragraph (g), and substituting the following therefor: (g) To prepare annually r budget for operations, mainte- nance and fundraising, which shall be approved as provided in the Articles of Incorporation'; to enter into an operating J „t first Amendment to Arts Center Council By -Laws .City of Fayetteville/University' of Arkansas Page 2 agreement with THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEV- ILLE ARTS FOUNDATION, INC., for the operation of the Center for the Arts; and to coordinate with said Corporation activi- ties 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 renumbering Article IV, as Article V, and including a new Article IV, as fol- lows: ARTICLE IV: COMMITTEES SECTION 1. Committees Generally. (a) The Board shall, by the affirmative vote of a majority of the entire membership of the Board, designate from among the Directors an Executive Committee, a Nominating Committee, a Program Committee, and an Audit Committee, and may designate from among the Directors one or more other com- mittees 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 committee. (b) Any committee of the Board shall have and may exer- cise such powers and shall be subject to such limitations in the management of the affairs of the Corporation as may be set forth in these By -Laws or the resolution creating the ;first Amendment to Arts Center Cquncil By -Laws City of Fayetteville/University of Arkansas Page 3 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 functions as the Board, the Chair, or the President, as the case may be, may deem appropriate. (d) The Board shall supervise and monitor the work of all committees. (e) The members of each committee 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 time. Any person elected or appointed to fill a vacancy shall serve for the remainder of the unexpired term. i • - TRf First Amendment to Arts Center Council By -Laws City 'of Fayetteville/University of Arkansas Page 4 (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 1 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 �6day March, of BERNARD L. MADISON 1 • , • L 1\. I. , First •Amendment to Arts'Center Council By=Laws • City .of Fayetteville/University of Arkansas Page 5 APPROVED by Resolution adopted by the Board of Directors of the City of Fayetteville on the 3L day of Apr;1 , 1990. WILLIAM V. MARTIN, M OR CITY OF FAYETTEVILLE Attest: SS ERRY THO S, CITY CLERK APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on •the day o#, _ , , 1990. SIDENT OF ARKANSAS 1 • WASHINGTON CO),INTY CIRCUIT NO. CIV 87-53 . S11 •�L • u �, .i u 1 r .. • ..r .`. • i r f `` 1 1 •1 � 1iJ 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 the ELEVENTH Article of the Articles of Incorporation, do r_ hereby amend the Articles of Incorporation of said Corporation;:as-.' ti. follows: o 3 1. The THIRD article shall be amended by deleting subpara- . graph (b) and substituting the following: (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: SI .i. • . . Second Amendment to Arts Foundation Articles "•: „ •:Ciity of Fayetteville/University, of .Arkansas rPage 2 IL (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 business of this Corporation shall be controlled and conducted by a Board of Directors consist- ing of six (6) Directors, three (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 -?Second 'Amendment to Arts Foundation Articles =pity of Fayetteville/•Un'iversity-of Arkansas !Page 3 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, 19,90. (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 i Second Amendment to Arts Foundation Articles :City of Fayetteville/University -of 4 Arkansas iPage 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 244 day of March, rnJ5r a? APPROVED by Resolution adopted by the Board of Directors of the City of Fayetteville on the 3iL day of 4 pri) , 1990. WILLIAM V. MARTIN,YOR CITY OF FAYETTEVLE Attest: ;SHERRY THO AS, CITY CLERK APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on theay of Aar' l , 1990. a • ty;�tijfn=�ni%n3+'ni7wiYniini.ei7•ii�k�it"..iY.iY[b. W. J. "Bill" MCCuen Secretary of State CERTIFICATE OF AMENDMENT OF THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS CENTER COUNCIL, INC. Filed in this office: May X14, 1990 fk: F ., , ., p •t a 1u - I WASHINGTON COUNTY CIRCUIT NO.. CIV 87-52 IC - 1 I, SECOND AMENDMENT TO THE ARTICLES OF INCORPORATION 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 Corpor.ati@ .T as follows: ?" 1. The THIRD article shall be amended by deleting subpara- - graph (j) and substituting the following: R ri (j) To acquire by gift, lease, purchase, or other, Ii 73 o 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, or endowment funds, shall be promptly turned over to THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., for investment and man- agement. ?Second Amendment to Arts Center Council Articles • •,City of Fayetteville/University pf Arkansas 'Page 2 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) birectors 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 Second Amendment to Arts Ce'nterCouncil 'Articles ''City of Fayetteville/Universityof Arkansas Page 3 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 :f 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 epecond /Amendment to Arts Ce'nter'Council Articles ,.'City of Fayetteville/Un 'ersity,of Arkansas 'Page 4 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. IN WITNESS WHEREOF, we set our hands this L_ day of March, BERNARD L. MADISON - S 1•L_ • _r • & , . . APPROVED by Resolution adopted by the Boa the City of Fayetteville on the 3r4 day of CITY OF of Directors of x'/ ) , 1990. LLE Attest: x ZI4a cX %__.21zZ, Aa/ S ERRY TH S, CITY CLERK Second Amendment to :Arts Center•Councii ,Articles 4City of Fayetteville./University of Arkansas 'Page .5 APPROVED by Resolution adopted by the Board the University of Arkansas on the /o % day of SIDENT OF ARKANSAS tees of - , 1990. �r - LA 4 .. a - FIRST AMENDMENT TO INTERLOCAL COOPERATION AGREEMENT DATED DECEMBER 9 1989 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, 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 improving 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: .1 Amendment to Inter.local Cooperation Agreement City of Fayetteville/University of Arkansas Page 2 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- I, },st Amendment to Interlocal Cooperation Agreement City of Fayetteville/University of Arkansas PAge 3 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: BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS By: GARY D. CHAMBERLIN INTERIM PRESIDENT UNIVERSITY OF ARKANSAS DATE: CITY OF FAYETTEVILLE, ARKANSAS By: WILLIAM V. MARTI MAYOR / Attest: 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, shall 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 business. Board there shall be less than a of those present may adjourn the for which a minimum of one day's each director. 2. Article II, Section 7, shall If at any meeting of the quorum present, a majority meeting to a specified date notice shall be provided to be amended by renumbering subparagraph (g) as subparagraph (h), renumbering subparagraph (h) as subparagraph (i), and by the addition of a new subpara- graph (g) as follows: Fitst Amendment to Arts Foundation By -Laws City of Fayetteville/University of Arkansas Page 2 (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, and 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 J w at. First Amendment to Arts Foundation By -Laws City of Fayetteville/University of Arkansas Page 3 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 functions as the Board, the Chair, or the President, as the case maybe, may deem appropriate. (d) The Board shall supervise and monitor the work of all committees. (e) The members of each committee 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 First Amendment to Arts Founlation By -Laws City of Fayetteville/University of Arkansas Page 4 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 1 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 Dirinctors 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 si?dour hands this £ il.day of March, 1990. JANE LACCUS' OTT UGH ES MILLAR 4 / 'at. .r • . , & • • • . 7, • . / • 0 . -j•. if a First Amendment to Arts Foundation By -Laws City of Fayetteville/University of Arkansas Page 5 APPROVED by Resolution adopted by the Board of Directors of the City of Fayetteville on the day of , 1990. WILLIAM V. MARTIN MAYOR CITY OF FAYETTEV LLE Attest: APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the day of , 1990. GARY O. CHAMBERLIN INTERIM PRESIDENT UNIVERSITY OF ARKANSAS SECOND AMENDMENT TO THE ARTICLES OF INCORPORATION 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 the ELEVENTH Article of the Articles of Incorporation, do hereby amend the Articles of Incorporation of said Corporation as follows: 1. The THIRD article shall be amended by deleting subpara- graph (b) and substituting the following: (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: _Ii a Second Amendment to Arts Foundation Article's City of Fayetteville/University of Arkansas Page 2 (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 business of this Corporation shall be controlled and conducted by a Board of Directors consist- ing of six (6) Directors, three (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 w Second Amendment to arts Foundation Articles City of Fayetteville/University of Arkansas Phge 3 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 dr. y i.. .4 % o- Second Amendment to Arts Foundatiop Articles• City of Fayetteville/University 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 2 day of March, APPROVED by Resolution adopted by the Board of Directors of the City of Fayetteville on the day of , 1990. WILLIAM V. MARTIN,//M�AYOR CITY OF FAYETTEVIZLE Attest: JCL :o%ti� J/ S ERRY T(AS, CLERK APPROVED by Resolution adopted .by the Board of Trustees of the University of Arkansas on the day of , 1990. GARY D. CHAMBERLIN INTERIM PRESIDENT UNIVERSITY OF ARKANSAS FIRST AMENDMENT TO THE BY-LAWS OF re 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 Article IV of the By -Laws, do hereby amend the By -Laws of said Corporation as follows,: 1. Article II, Section 2, shall 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 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. 2. Article II, Section 7, shall be amended by deleting sub- paragraph (g), and substituting the following therefor: (g) To prepare annually a budget for operations, mainte- nance and fundrais.ing, which shall be approved as provided in the Articles of Incorporation; to enter into an operating First Amendment to Arts Center Council By -Laws C.ty of Fayetteville/University of Arkansas Page 2 agreement with THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEV- ILLE ARTS FOUNDATION, INC., for the operation of the Center for the Arts; and to coordinate with said Corporation activi- ties 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 renumbering Article IV, as Article V, and including a new Article IV, as fol- lows: ARTICLE IV: COMMITTEES SECTION 1. Committees Generally. (a) The Board shall, bytheaffirmative vote of a majority of the entire membership of the Board, designate from among the Directors an Executive Committee, a Nominating Committee, a Program Committee, and an Audit Committee, and may designate from among the Directors one or more other com- mittees 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 committee. (b) Any committee of the Board shall have and may exer- cise such powers and shall be subject to such limitations in the management of the affairs of the Corporation as may be set forth in these By -Laws or the resolution creating the First Amendment to Arts Center Council By -Laws City of Fayetteville/University of Arkansas Page 3 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 functions as the Board, the Chair, or the President, as the case may be, may deem appropriate. (d) The Board shall supervise and monitor the work of all committees. (e) The members of each committee 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 time. Any person elected or appointed to fill a vacancy shall serve for the remainder of the unexpired term. Cr •, '• First Amendment to Arts Center Council By -Laws City of Fayetteville/University of Arkansas Page 4 (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 1 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 out hands this day of March, r I pa .i 'sag /. t •e. BERNARD L. MADISON L y First Amendment to Arts Center Council By -Laws City of Fayetteville/University of Arkansas Page 5 APPROVED by Resolution adopted by the Board of Directors of the City of Fayetteville on the day of , 1990. WILLIAM V. MARTIN, OR CITY OF FAYETTEVILLE Attest: z SHERRY THO S, CITY CLERK APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the day of , 1990. GARY D. CHAMBERLIN .INTERIM PRESIDENT UNIVERSITY OF ARKANSAS 1 •;p • 1 i SECOND AMENDMENT TO THE ARTICLES OF INCORPORATION OF 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 Corporation as follows: 1. The THIRD article shall be •amended by deleting subpara- graph (j) and substituting the following: (j) 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; 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 maybe 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, or endowment funds, shall be promptly turned over to THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., for investment and man- agement. y ., o 'Second Amendment to Arts Center Council Articles' City of Fayetteville/University of Arkansas Page 2 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 °Second Amendment to Arts Center'Gouncil Articles City of Fayetteville/University of Arkansas Page 3 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 Second Amendment toArts Center, Council Artidles°• C}ty of Fayetteville/University of Arkansas Page 4 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. IN WITNESS WHEREOF, we set our hands this day of March, :r t.Y& BERNARD L. MADISON SONJA ECKER as,, r� CSC J ES A. GILLS EATH FR K SHARP APPROVED by Resolution adopted by the Board of Directors of the City of Fayetteville on the day of , 1990. WILLI-AM MART , MAYOR CITY OF FAYET7tVILLE Attest: S ERRY TI! AS, CITY CLERK N er 4 X11 I. 'V � Second Amendment to Arts Center, Council ArtiJClesr. City of Fayetteville/University of Arkansas Page 5 APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the day of , 1990. GARY D. CHAMBERLIN INTERIM PRESIDENT UNIVERSITY OF ARKANSAS