Loading...
HomeMy WebLinkAbout109-93 RESOLUTIONt• • • r T RESOLUTION NO. 109-93 r A RESOLUTION APPROVING THE THIRD AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE UNIVERSITY OF ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC. AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE AMENDMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: S final. That the Council hereby approves the Third Amendment to the Articles of Incorporation and authorizing the Mayor and City Clerk to execute the amendment. A copy of the amended Article of Incorporation is attached hereto marked Exholit 'A' and made a part hereof. PASSED AND APPROVED this 19th day of _October__, 1993. ATTEST. By: Shiny L° Thomas, City Clerk APPROVED: By: #1744 red Hanna, Mayor • • 1 THIRD AMENDMENT TO THE ARTICLES OF INCORPORATION QE 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 ARKANSAS/CITY OF FAYETTEVILLE ARTS FOUNDATION, INC., at a special 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 FIRST Article is hereby deleted and the following FIRST Article is substituted therefor. FIRST: The name of the corporation is THE WALTON ARTS CENTER FOUNDATION, INC. 2 The THIRD article is hereby amended by deleting subparagraph (b) and substituting the following subparagraph (b) therefor. (b) To acquire by gift, lease, purchase, or otherwise, and to hold, own r lease any real, personal or mixed property, for the uses and benefit of the Icon Arts Center, to receive, invest, reinvest and manage funds received f the University of Arkansas, the City of Fayetteville, individuals, corporations, the Walton Arts Center Council, Inc., and others. Investments of funds received from the University of Arkansas and the City of Fayetteville shall be made in accordance with the investment policies of • the University of Arkansas and the City of Fayetteville. Funds received from the Walton Arts Center Council, Inc., individuals, corporations and others may be invested in a reasonable, prudent and sound financial manner based upon a policy of this Corporation to be followed in future investment activity. This Corporation may employ an investment advisor to invest the assets of the Corporation in accordance with the investment policies of the City, the University and/or the Corporation. 3. The THIRD Article is hereby amended by deleting subparagraph (c) and substituting the following subparagraph (c) therefor: (c) To establish an endowment; to use a portion of the income from the endowment to pay the reasonable expenses of the Corporation; to pay all or part of the remaining income to the Walton Arts Center Council, Inc., for the operation, maintenance and management of the Walton Arts Center. 4. The THIRD Article is hereby amended by adding the following new subparagraph (d) and by renumbering subparagraphs (d), (e), (1), (9), (h), (i), and (j) as subparagraphs (e), (f), (g), (h), (1), (j), and (k): (d) To employ such employees and agents as it may deem proper to carry out the purposes of the Corporation. 5. The SIXTH Article is hereby deleted and the following SIXTH artide is substituted therefor. SIXTH: The name of the registered agent of the corporation is Scott Linebaugh whose address is 945 Applebury, Fayetteville, AR 72703. -2 • - r 6. The EIGHTH Article is hereby amended by deleting subparagraphs (a) and (b) and substituting the following subparagraphs (a) and (b) therefor. (a) Effective July 1, 1993, the affairs and business of this Corporation shall be controlled and conducted by a Board of Directors consisting of nine (9) Directors, who shall be appointed as follows: (i) The Board of Trustees of the University of Arkansas and the Fayetteville City Council shall each appoint three (3) Directors. (ii) The remaining three (3) Directors shall be jointly appointed by the Mayor of the City of Fayetteville and the Chancellor of the University of Arkansas, Fayetteville, from nominees submitted by the Directors of the Corporation. The appointments shall be subject to the approval of the Fayetteville City Council and the Board of Trustees of the University of Arkansas. The Directors of the Corporation shall nominate a number of persons equal to three (3) times the number of available Director positions. The nominees shall be residents of the region served by the Walton Arts Center and shall have demonstrated an interest in the Walton Arts Center and the ability to oversee the management and investment of the funds of this Corporation in the best interest of the Walton Arts Center. The Mayor and the Chancellor may consider all of the nominees for any vacancy. -3- • f (b) 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 thereafter. The terms shall be staggered so that the terms of one Director respectively appointed by the Fayetteville City Coundl, the Board of Trustees, and the Mayor and Chancellor shall end each year. The initial terms of the three Directors appointed by the Mayor and Chancellor shall be staggered, so that the term of one Director shall end on June 30, 1994; the term of one Director shall end on June 30, 1995; and the term of one Director shall end on June 30, 1996. Each Director shall continue to hold his/her position until his/her successor has been appointed and qualified. The City Council and the Board of Trustees shall have the right to remove any Director appointed by them at any time, with or without cause. Those Directors appointed by the Mayor and Chancellor may only be removed in the event of permanent disability rendering the Director incapable of performing his/her duties as Director, or upon unexcused absences from three (3) consecutive Board meetings. 7. The TENTH Article is hereby deleted and the following TENTH Article is substituted therefor. TENTH: The Corporation shall indemnify to the fullest extent permitted by law any present or former officer or director of the Corporation who is made or threatened to be made a party to any civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal thereof (and any inquiry or investigation which could lead to such action, -4- • J • suit or proceeding). This indemnification shall extend to all expenses, liabilities, and losses, including attorneys fees, judgments, fines and amounts paid or to be paid in settlement, reasonably incurred by reason of the fact that such person is or was a director or officer of the Corporation. The Board of Directors of the Corporation may cause the Corporation to purchase and maintain insurance on behalf of any present or former officer or director of the Corporation against any liability asserted against such person and incurred in his or her capacity as an officer or director of the Corporation. IN WITNESS WHEREOF, we set our hands thys r1 day of 5(P1141WA, 1993. INE LON NTON APPROVED by Resolution adopted by the City Council of the City of Fayetteville on the 19th day of October 1993. ATTEST: lag ��STHOMAS, Clerk -5 F D HANNA, Mayor City of Fayetteville • • • • • • • • APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the 24th day of September 1993. ATTEST: CARL WHILL , Secretary -6 H.L. HEMBREE III, Chairman Board of Trustees of the University of Arkansas