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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
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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