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HomeMy WebLinkAbout19-95 RESOLUTIONRESOLUTION NO. 19-95 A RESOLUTION APPROVING THE FOURTH AMENDMENT TO THE ARITCLES OF INCORPORATION AND SECOND AMENDMENT TO THE BY-LAWS OF THE WALTON ARTS CENTER COUNCIL, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council hereby approves the fourth amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. A copy of the incorporation amendment is attached hereto marked Exhibit "A" and made a part hereof. Section 2. The City Council also approves the second amendment to the By-laws of the Walton Arts Center Council, Inc. A copy of the by-law amendment is attached hereto marked Exhibit "B" and made a part hereof. PASSED AND APPROVED this 7th day of February , 1995. APPROVED: By: ATTEST: By: 41.C?,C,C, /J Traci Paul, City Clerk red Hanna, Mayor 1 • EXHIBIT A FOURTH AMENDMENT TO THE ARTICLES .OF INCORPORATION OF THE WALTON ARTS CENTER COUNCIL, INC, WE, THE UNDERSIGNED, constituting at least two-thirds of the membership of the Board of Directors of THE WALTON ARTS CENTER COUNCIL, INC., at a regular meeting of the Board of Directors held on January 17, 1995, pursuant to the authority granted in the ELEVENTH Article of the Articles of Incorporation, do hereby amend the Articles of Incorporation of the Corporation as follows: 1. The THIRD Article shall be amended by deleting subparagraphs (a), (b), (c), .(d), (e), (h), (I), (k), and (m) and substituting the following therefor: (a) To have all powers and authorities set forth in or contemplated by the Arkansas Nonprofit Corporation Act, Ark. Code Ann. §§ 4-28-201 et seq. and any amendments thereto. (b) To construct, operate, manage and maintain the Walton Arts Center as agent for the University of Arkansas and the City of Fayetteville. (c) To construct the Walton Arts Center to be located in :Fayetteville, Arkansas, iri accordance with the program specified in the Interlocal Cooperation Agreement. between the City of Fayetteville .and the University of Arkansas entered into on December 9, 1986. (d) To employ a President/CEO for the Walton Arts Center, and such other agents and employees as it shall deem proper. (e) To promulgate reasonable rules and regulations for operation and use of the Walton Arts Center, including, where appropriate, to set reasonable fees for use .of the Walton Arts Center, assuring always that the .greatest access to the facilities is provided for users and user groups. (h) To enlist volunteers to .assist in promoting the Walton Arts Center. 0) To .acquire by gift, lease, purchase, or otherwise, .and to .old, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center; .and to solicit and receive contributions, and to .engage in fund-raising activities for the benefit of the Walton Arts Center. Any funds received may be turned over to the Walton Arts Center Foundation, Inc., for investment and management. Funds received which will not be expended within one year, or endowment funds, shall be promptly be turned over to the Walton Arts Center Foundation, Inc., for investment and management. (k) To sell, lease, or dispose of any property of the corporation conditioned upon approval of the Fayetteville City Council and the Board of Trustees of the University of Arkansas, except that it shall not be necessary to obtain approval to sell any property which is donated, sold in the ordinary course of business, or purchased by the corporation for the purpose of immediate resale, nor to transfer property held in permanent collections maintained by the Walton Arts Center Council, Inc: (m) The purposes of this corporation are expressly declared not:to be for gain or individual profit and it shall be operated entirely on a nonprofit basis. No part of its income shall be distributed to its members or.directors; provided however, that officers, directors and employees may be reimbursed for expenses incurred in attending to.their authorized duties. In :the event this corporation is dissolved, voluntarily or:involuntarily, all of its net .assets shall be distributed and paid out for such charitable purposes as may be determined by the last :Board of Directors of the corporation, subject to the approval of the Fayetteville City Council and the Board of Trustees of the University of Arkansas, in accordance with the provisions of the Arkansas Non -Profit Corporation Act, Ark. Code Ann. §§ .4-28-201 .et seq., and the Interlocal Cooperation Agreement dated December 9, 1986, between the City of Fayetteville, Arkansas, and the Board of Trustees of the University of Arkansas, and any amendments thereto. 2. The :FIFTH Article shall be amended by deleting the FIFTH Article and Substituting the following therefor: FIFTH: The principal .office of this Corporation shall be located at 229 North School Street, Fayetteville, Arkansas 72701, or at such place as the Board of Directors of this Corporation shall from time to time designate as the location of the principal office. 3. The SIXTH Article shall be amended by deleting .the SIXTH Article and substituting the following therefor: SIXTH: The name of the registered agent of .the corporation is R. Fourth Amendment to The Articles of Incorporation of The Walton Arts Center Council, Inc. Page 4 William Mitchell, 229 N. School Street, Fayetteville, Arkansas 72701. 4. The EIGHTH Article shall be amended by deleting subparagraphs (b), (c), and (d) and substituting the following therefor (b) The Board of Trustees of th.e University of Arkansas and the Fayetteville City Council 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 Council shall have the right to remove any member appointed by it, at any 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 resident of the region served by the Walton Arts Center. Any member so elected shall have demonstrated the ability to function as a Director of this Corporation in the interests of the Walton Arts Center, 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 further the goals and policies of the Walton Arts Center through intelligent services on the Board. A Nominating Committee shall submit the names of qualified nomin.e.es to the Board of Directors. Directors shah be elected by the affirmative vote of a majority of the Directors. The initial Fourth Amendment to The .Articles of Incorporation of The Walton Arts Center Council, Inc. Page 5 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. Directors elected .by the Board of Directors of this Corporation may be removed by the Board of Directors in the event of permanent disability rendering the member incapable of performing his/her duties as Director, or upon unexcused .absences from three .consecutive Board meetings. (d) The Board of Directors shall submit its annual .budget to the Board of Directors of THE WALTON ARTS CENTER FOUNDATION, INC., for.approval. The annual budget shall be incorporated into and made a part of the annual budget of THE WALTON ARTS CENTER FOUNDATION, INC. 5. The NINTH Article shall be amended by deleting the NINTH Article and substituting the following therefor: NINTH: This corporation shall have no members. The University of Arkansas, and the City of Fayetteville, Arkansas, acting through their respective governing bodies, shall have and exercise .the rights to select, appoint and remove directors of the corporation as set forth elsewhere in these Articles, the By -Laws, and the Interlocal Cooperation Agreement, and to the extent that Ark. Code Ann. §§ 4-28-211 or 4-28-212 shall ever be construed to require membership in the corporation in order to exercise Fourth Amendment to The Articles of Incorporation of The Walton Arts Center Council, Inc. Page .6 such rights, then the University .of Arkansas and the City of Fayetteville shall be and constitute such members. 6. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the •following therefor: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of not less than two-thirds (3) of all directors .of the Corporation provided, however, that no such amendment shall be effective until it has .been approved by the Fayetteville:.City Council and by the Board of Trustees of the University .of Arkansas. IN WITNESS WHEREOF, we set our hands: EN E ADAMS RAY D. AN'REW GIBBS HU KINAID ROGER N. McMENNAMY KAROL PETERS MfG ULLOCK CY HA COUGHLIN JIMMY HILL BERNARD MADISON JOHN NEWMAN CHALON RAG SDAL•% Fourth Amendment to The Articles of Incorporation of The Walton Arts Center Council, Inc. Page 7 GARY REINBOTH JO SODE-•UIST AMES F. STOBAUGH/ y JANE WATERS Mo I SA MICU C •N SMITH LIE JO STAR l/ /7242 e � NA . CY VAN PKE 94.6-17H -244.1 L N WRAY APPROVED by Resolution adopted by the Fayetteville City Council on the 7M day of Fe.bruar/ , 1995. gd/ FRHANNA, MAYOR ,fittest:%/I /2!' ( 790/c.Q TRACI .PAUL, CITY CLERK APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the 20th day of January, 1995. BART R. LINDSEY, CHAIRMAN BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS EXHIBIT B SECOND AMENDMENT TO THE BY-LAWS OF THE WALTON ARTS CENTER COUNCIL, INC. WE, THE UNDERSIGNED, constituting at least two-thirds of the membership of the Board of Directors of THE WALTON ARTS CENTER COUNCIL, INC.., at a regular meeting of the Board of Directors held on January 17, 1995, pursuant to the authority granted in Article V, Section 1, of the By -Laws, do hereby amend the By -Laws of the Corporation as follows: 1. Article I, Section (c) shall be amended by deleting Section (c) and substituting the following therefor: (c) "Corporation": The terms "Corporation" and "corporation" as used herein shall mean the Walton Arts Center Council, Inc. 2. Article II, Section 4 shall be amended by deleting Section 4 and substituting the following therefor: SECTION 4. Election of Officers. At the first meeting, or et any subsequent meeting called for the purpose, the Directors shall elect a Chairman, a Secretary and a Treasurer, the latter two of which need not be directors. Such officers shall hold office until the next .election of .officers or until their successors are elected and qualified. A person may be elected to hold the offices of Secretary and Treasurer simultaneously, but the offices of Chairman and Secretary or Treasurer may not be held by the same person simultaneously. Second Amendment to the By -Laws of the Walton Arts Center Council, Inc. Page 2 3. Article 11, Section 5 shall be amended by deleting Section 5 and substituting the following therefor: SECTION 5. Regular and Special Meetings. Regular meetings ofthe Directors may be held at such places and tirnes .as shall be determined from time to time .by resolution of the Directors. Special meetings of the Board may be called by the Chairman or upon call of any two Directors on at least one day's notice to each Director. All notices of special meetings shall state the purpose thereof. 4. The introductory language.of Article 11, Section 7 shall be amended by deleting the introductory language of Section 7 and substituting the following therefor: SECTION 7. Specific Powers of Board of Directors. Without in any way limiting the general powers hereinabove granted to the .Board of Directors, it is hereby expressly declared that the Board shall have the following powers, in addition .to the powers set forth .in the Arkansas Non - Profit Corporation Act, Ark. Code Ann. §§ 4-28-201 et seq., and the Interlocal Cooperation Agreement dated December 9, 1986, between the City of Fayetteville, Arkansas, .and the Board of Trustees of the University of Arkansas, and any amendments thereto. 5. Article II, Subsection 7(c) shall be emended .by deleting Subsection 7.(c) and substituting the following: (.c) To remove any .officer and/or any employee for cause, or any officer and/or any employee other than the Chairman Second Amendment to the By -Laws of the Walton Arts Center Council, Inc. Page 3 summarily with or without cause, and in its discretion, from time to time, to devolve the powers and duties of any officers upon any other person for the time being. 6. Article II, Subsection 7(g) shall be amended by deleting Subsection 7(g) and substituting the following therefor: (g) To prepare annually a budgetforoperations, maintenance and fundraising, which shall be approved as provided in the Articles.of Incorporation; to enter into an operating agreement with the Watton Arts Center Foundation, Inc., for the ooperation of the Walton Arts Center; and to coordinate with the Foundation activities to promote and foster the performance and appreciation of all forms of artistic endeavor through the Walton Arts Center. 7. Article II, Section 9 shall be amended by deleting Section 9 and substituting the following therefor: SECTION 9. Annual Report by Directors. The Board of Directors shall report at least annually to the Fayetteville City Council and the Board of Trustees of the University of Arkansas, on the management, operation and activities of the Corporation, which report shall include a financial statement prepared in accordance with generally accepted accounting principles. 8. Article III, Section 1 shall be amended by deleting Section 1 and substituting Second Amendment to the By -Laws of the Watton Arts Center Council, Inc. Page 4 • the following therefor: SECTION 1. Officers. The officers of the Corporation shall be a Chairman, a Secretary, a Treasurer, and such other officers as may from time to time be elected or appointed by the .Board of Directors. One person may hold the offices of Secretary and Treasurer simultaneously, but .one person shall not serve simultaneously as Chairman and as Secretary or Treasurer. 9. Article 111, Section 2 shall be amended by deleting Section 2 and substituting the following therefor: SECTION 2. Duties. The Chairman, when present, shall preside at all meetings of the Board. The Chairman and other officers of the Corporation shall have Such other powers, duties and responsibilities as. the Board may, from time to time, fix and declare by resolution. 10. Article 1111 Section 4 shall be amended by .deleting Section 4 and substituting the following therefor: SECTION 4. Resignations, Filling of Vacancies, Increase of Number of Directors. Any Director or officer may resign .at any time by written resignation which shall take effect at the time specified therein or, if no time be specified, upon receipt of same by the Chairman or Secretary. The acceptance of a resignation shall not be necessary to make it effective. If the office of any Director becomes vacant, then the entity initially appointing such director shall appoint a replacement director who shall hold .office for Second Amendment to the By -Laws of the Walton Arts Center Council, Inc. Page 5 • the remainder of the unexpired term and until his successor shall be appointed and qualified. The Fayetteville City Council or the Board of Trustees of the University of Arkansas may at any time, with or without cause, remove any director appointed by such .entity. Upon appropriate amendment to the Articles of Incorporation .and these By -Laws, the Board of Trustees of the University of Arkansas and the Fayetteville City Council may increase the number of directors, and provide for their terms of office and appointment at such time. 11. Article IV, Subsection 1(c) shall be amended by deleting Subsection 1(c) and substituting the following therefor: (c) The Board .or the Chairman may appoint such advisory committees, which may include in their membership persons who are not directors, and may assign to such committees such advisory functions as the Board or the Chairman, as the case may be, may deem appropriate. 12. Article V, Section 1 shall be amended by deleting Section 1 and substituting 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 (%/a) 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 Arkansas and the Fayetteville City Council Any such Second Amendment to the By -Laws of the Walton Arts Center Council, Inc. Page 6 amendment shall be deemed approved if not disapproved by either entity on or before twenty-one (21) days after a copy of the proposed amendment(s) has been received by the Chancellor of the University of Arkansas, Fayetteville, or the Mayor of the City of Fayetteville. APPROVED AND ADOPTED this 17th day of January, 1995. IN WITNESS whereof, we set our hands: MAR BLc LOCK D. ANDREW GIBBS ROGER N. McMENNAMY GARY REINBOTH f SODERQUI T to C GNTHIA C.OUGHLIN JIMMY HILL I:Q BERNARD MADISON JOHN NEWMAN CHA M CISSA MICU LLIE JO STAR • Second Amendment to the By -Laws of the Walton Arts Center Council, Inc. Page 7 JA ES F. STOBAUGH JAN ATERS APPROVED by Resolution .adopted by the Fayetteville City Council on the 7/A day of Feb, oar/ , 1995. Attest: APPROVED by Resolution adopted by the Board .of Trustees of the University .of Arkansas on the 20th day of January, 1995. BART R. LINDS Y, CHAIRMAN BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS