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HomeMy WebLinkAbout125-09 RESOLUTIONRESOLUTION NO. 125-09 A RESOLUTION TO APPROVE THE FOURTH AMENDMENT TO ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC. WHEREAS, the Walton Arts Center Foundation, Inc. Board of Directors has passed a Fourth Amendment to its Articles of Incorporation pursuant to the authority granted in the Eleventh Article of Incorporation and requests that the City Council approve such amendment. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Fourth Amendment to Articles of Incorporation of the Walton Arts Center Foundation, Inc. as proposed by its Board of Directors and authorizes Mayor Jordan to sign this Fourth Amendment. PASSED and APPROVED this 16th day of June, 2009. APPROVED: B • ) ELD JO trAN, Mayor ATTEST: By: SONDRA E. SMITH, City Clerk/Treasurer £/"'. FE : • FAYETCEVILLE: F. �9s•9�kAlis,• , tii o . 4/114it oltN+► AGENDA REQUEST FOR: COUNCIL MEETING OF JUNE 16, 2009 FROM: KIT WILLIAMS, CITY ATTORNEY ORDINANCE OR RESOLUTION TITLE AND SUBJECT: A Resolution To Approve The Fourth Amendment To Articles Of Incorporation Of The Walton Arts Center Foundation, Inc. APPROVED FOR AGENDA: 87 Date FAYETTEYILLE THE CITY OF FAYETTEVILLE, ARKANSAS KIT WILLIAMS, CITY ATTORNEY DAVID WHITAKER, ASST. CITY ATTORNEY DEPARTMENTAL CORRESPONDENCE LEGAL DEPARTMENT TO: City Council FROM: Kit Williams, City Attorney DATE: June 1, 2009 RE: Fourth Amendment to Walton Arts Center Foundation, Inc.'s Articles of Incorporation Every so often, the Board of Directors of the Walton Arts Center Council, Inc. or Walton Arts Center Foundation, Inc. requests the U of A's and the City's approval for an amendment to their bylaws or articles of incorporation. The City Council last approved a Third Amendment to the Walton Arts Center Council, Inc.'s by-laws on March 4, 2008. This amendment simply clarifies the status of the Foundation and how it can invest its assets. This is a good clarifying amendment which I can recommend for your approval. RESOLUTION NO. A RESOLUTION TO APPROVE THE FOURTH AMENDMENT TO ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC. WHEREAS, the Walton Arts Center Foundation, Inc. Board of Directors has passed a Fourth Amendment to its Articles of Incorporation pursuant to the authority granted in the Eleventh Article of Incorporation and requests that the City Council approve such amendment. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Fourth Amendment to Articles of Incorporation of the Walton Arts Center Foundation, Inc. as proposed by its Board of Directors and authorizes Mayor Jordan to sign this Fourth Amendment. PASSED and APPROVED this 16th day of June, 2009. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer FOURTH AMENDMENT TO ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC. It has come to the attention of the Board of Directors of The Walton Arts Center Foundation, Inc. (the "Corporation") that some question has been raised about the status of the Corporation as an agent of the University of Arkansas and the City of Fayetteville. Therefore, in order to further clarify that the Corporation is and has been an agent of the University of Arkansas and the City of Fayetteville, we, the undersigned, constituting at least two-thirds of the membership of the Board of Directors of the Corporation, 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 THIRD article is hereby amended by deleting subparagraph (b) and substituting the following subparagraph (b) therefore: (b) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center; to receive, invest, reinvest and manage funds received from the University of Arkansas, the City of Fayetteville, individuals, corporations, the Walton Arts Center Council, Inc., and others as agent for the University of Arkansas and the City of Fayetteville. 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 and any applicable requirements of law. 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. Except as specifically provided herein, the Articles of Incorporation (as have been previously amended and modified by the first, second and third amendments thereto) shall remain in full force and effect in accordance with the terms thereof. IN WITNESS WHEREOF, we set our hands this 11214k -day of LMSi- 2008. I AMY GHT CRAIG RENNIE TODD SIMMONS DONNY S ORY GEORGE WESTMORELAND APPROVED by Resolution adopted by the City Council of the City of Fayetteville on the `(- day of June, 2009. LIONELD J tJ 1 AN, Mayor City of Fayetteville ATTEST: UY SO`4DRA E. SMITH, City Clerk/Treasurer To All to Whom These Presents Shall Come, Greetings: 1, Charlie Daniels, Secretary of State of Arkansas, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of In Testimony Whereof, I have hereunto set my hand and affixed my official Seal. Done at my office in the City of Little Rock, this 29th day of October 2009. document Number: 11958260002 rHE WALTON ARTS CENTER FOUNDAT SRTICLES OF AMENDMENT =ILED:10/29/09, NPages:6 Arkansas Secretary of State Business Services Division FOURTH AMENDMENT TO ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC. It has come to the attention of the Board of Directors of The Walton Arts Center Foundation, Inc. (the "Corporation") that some question has been raised about the status of the Corporation as an agent of the University of Arkansas and the City of Fayetteville. Therefore, in order to further clarify that the Corporation is and has been an agent of the University of Arkansas and the City of Fayetteville, we, the undersigned, constituting at least two-thirds of the membership of the Board of Directors of the Corporation, 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: The THIRD article is hereby amended by deleting subparagraph (b) and substituting the following subparagraph (b) therefore: (b) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center; to receive, invest, reinvest and manage funds received from the University of Arkansas, the City of Fayetteville, individuals, corporations, the Walton Arts Center Council, Inc., and others as agent for the University of Arkansas and the City of Fayetteville. 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 and any applicable requirements of law. 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. Except as specifically provided herein, the Articles of Incorporation (as have been previously amended and modified by the first, second and third amendments thereto) shall remain in full force and effect in accordance with the terms thereof. IN WITNESS WHEREOF, we set our hands this 26th day of August, 2008. TODD SIMMONS CRAIG RENNIE DONNY STORY APPROVED by Resolution adopted by the City Council of the City of Fayetteville on the day of , 2008. Dan Coody, Mayor City of Fayetteville ATTEST: , Clerk APPROVED by Resolution adopted by the Board of Trustees of the University of 9 Arkansas on the 3 day of YL(i1/4.1 E , 200X. / /%Ti m /„ Chairman Board f Trustees of the University of Arkansas ATTEST: APPROVED by Resolution adopted by the City Council of the City of Fayetteville on the 16th day of June, 2009. IO ELD JO ' , Mayor City of Fayette ATTEST: SONDRA E, SMITH, City Cler Ter RESOLUTION NO. 125-09 A RESOLUTION TO APPROVE THE FOURTH AMENDMENT TO ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC. WHEREAS, the Walton Arts Center Foundation, Inc. Board of Directors has passed a Fourth Amendment to its Articles of Incorporation pursuant to the authority granted in the Eleventh Article of Incorporation and requests that the City Council approve such amendment. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Fourth Amendment to Articles of Incorporation of the Walton Arts Center Foundation, Inc. as proposed by its Board of Directors and authorizes Mayor Jordan to sign this Fourth Amendment. PASSED and APPROVED this 16th day of June, 2009. APPROVED: B ELD J'O s=%AN, Mayor ATTEST: By: SONDRA E. SMITH, City Clerk/Treasurer • • •?� U• • :FAYETTEVILLE: • :1.