HomeMy WebLinkAbout182-16 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 182-16
File Number: 2016-0441
WALTON ARTS CENTER COUNCIL, INC. RESTATED ARTICLES OF INCORPORATION:
A RESOLUTION TO APPROVE THE RESTATED ARTICLES OF INCORPORATION OF THE
WALTON ARTS CENTER COUNCIL, INC.
WHEREAS, on December 11, 1986, representatives of the University of Arkansas and the City of
Fayetteville signed the original Articles of Incorporation of the University of Arkansas/City of Fayetteville
Arts Center Council, Inc. which were filed at the Office of the Secretary of State on January 19, 1987; and
WHEREAS, these Articles of Incorporation were amended on July 13, 1988; March 16, 1990; July 20,
1993; February 7, 1995 and May 21, 1996; and
WHEREAS, a Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc.
was approved by the Fayetteville City Council, University Board of Trustees, the Walton Arts Center
and the Walton Family Foundation, Inc. after months of review and consideration during 2013 and 2014;
and
WHEREAS, Marshall Ney representing the Walton Arts Center, Scott Varady representing the University of
Arkansas and Fayetteville City Attorney Kit Williams all agreed at the time that eventually a Restated
Articles of Incorporation should be prepared so that persons would not have to dig through the original and
all six amendments to determine exactly what the current Articles of Incorporation actually say; and
WHEREAS, Marshall Ney has now accomplished this task and presented an accurate Restated
Articles of Incorporation of the Walton Arts Center Council, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Page 1 Printed on 10/5/16
Resolution: 182-16
File Number. 2016-0441
Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves and adopts the
attached Restated Articles of Incorporation of the Walton Arts Center Council, Inc. as the current,
complete and accurate statement of the Articles of Incorporation and authorize Mayor Jordan to sign these
Restated Articles of Incorporation so they may be filed in the Office of the Secretary of State.
PASSED and APPROVED on 10/4/2016
Attest:
Sondra E. Smith, City Clerk Treasurer
(3• FAYETTEVJLI.
Page 2 Printed on 10/5/16
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
.`� 1 Text File
File Number: 2016-0441
Agenda Date: 10/4/2016 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: A. 10
WALTON ARTS CENTER COUNCIL, INC. RESTATED ARTICLES OF INCORPORATION:
A RESOLUTION TO APPROVE THE RESTATED ARTICLES OF INCORPORATION OF THE
WALTON ARTS CENTER COUNCIL, INC.
WHEREAS, on December 11, 1986, representatives of the University of Arkansas and the City of
Fayetteville signed the original Articles of Incorporation of the University of Arkansas/City of
Fayetteville Arts Center Council, Inc. which were filed at the Office of the Secretary of State on January
19, 1987; and
WHEREAS, these Articles of Incorporation were amended on July 13, 1988; March 16, 1990; July 20,
1993; February 7, 1995 and May 21, 1996; and
WHEREAS, a Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council,
Inc. was approved by the Fayetteville City Council, University Board of Trustees, the Walton Arts
Center and the Walton Family Foundation, Inc. after months of review and consideration during 2013
and 2014; and
WHEREAS, Marshall Ney representing the Walton Arts Center, Scott Varady representing the
University of Arkansas and Fayetteville City Attorney Kit Williams all agreed at the time that eventually
a Restated Articles of Incorporation should be prepared so that persons would not have to dig through
the original and all six amendments to determine exactly what the current Articles of Incorporation
actually say; and
WHEREAS, Marshall Ney has now accomplished this task and presented an accurate Restated Articles
of Incorporation of the Walton Arts Center Council, Inc.
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 and adopts the
attached Restated Articles of Incorporation of the Walton Arts Center Council, Inc. as the current,
complete and accurate statement of the Articles of Incorporation and authorize Mayor Jordan to sign
these Restated Articles of Incorporation so they may be filed in the Office of the Secretary of State.
City of Fayetteville, Arkansas Page 1 Printed on 10/5/2016
Legistar ID No.: _' ,.
AGENDA REQUEST FORM
FOR: Council Meeting of October 4, 2016
FROM:
City Attorney Kit Williams
ORDINANCE OR RESOLUTION TITLE AND SUBJECT:
A RESOLUTION TO APPROVE THE RESTATED ARTICLES OF INCORPORATION
OF THE WALTON ARTS CENTER COUNCIL, INC.
APPROVED FOR AGENDA:
__________________ q /. /
City Attorney Kit Williams Date
DEPARTMENTAL CORRESPONDENCE
OFFICE OF THE
CITY ATTORNEY
TO: Mayor Jordan
City Council
Kit Williams
City Attorney
Blake Pennington
Assistant City Attorney
Patti Mulford
Paralegal
CC: Don Marr, Chief of Staff
Paul Becker, Finance Director
FROM: Kit Williams, City Attorney
DATE: September 16, 2016
RE: Restated Articles of Incorporation of the Walton Arts Center Council, Inc.
Mayor Jordan and I worked for many months in 2013 and 2014 to ensure the
existing Walton Arts Center on Dickson Street would not only be preserved in the
face of discussions of a new larger performance facility being built in Bentonville,
but actually updated, enlarged and improved as a fine arts performance center on
Dickson Street.
The Fayetteville City Council, University of Arkansas Board of Trustees;
Walton Arts Center Council, Inc. and the Walton Family Foundation came
together at the end of this long negotiation and approved a new 75 year lease for
the Walton Arts Center on Dickson Street and the Sixth Amendment for the
Walton Arts Center Council, Inc.'s Articles of Incorporation.
We all agreed:
"To expand and renovate the existing Walton Arts Center in
Fayetteville... and... to continue to obtain funding for, operate,
manage and maintain the Walton Arts Center on Dickson Street in a
manner that is generally commensurate with the quality and quantity
of performance and activities occurring prior to 2013." Restated
Articles of Incorporation, Third section (b)(1).
Marshall Ney for the Walton Arts Center, Scott Varady for the University of
Arkansas and I for the City of Fayetteville had all agreed that the original and six
(some lengthy) amendments of the Articles of Incorporation should be combined
in one document (the Restated Articles of Incorporation) for clarity, ease of
reference and to prevent inadvertent errors when trying to compare the seven
documents. Marshall Ney took on this task and has succeeded to creating the
Restated Articles of Incorporation. It was hard enough for me to check his work
through the seven documents so I certainly appreciate his hard work to compile
the Restated Articles.
CONCLUSION
By preserving the Walton Arts Center as the heart of Fayetteville's
Entertainment District, Mayor Jordan has ensured that quality performance arts
will long continue to grace Fayetteville and to spur further economic and artistic
growth in our hometown. Please approve these Restated Articles of Incorporation
of the Walton Arts Center Council, Inc.
2
RESTATED ARTICLES OF INCORPORATION
OF
THE WALTON ARTS CIS VTER COUNCIL, INC.
WE, THE UNDERSIGNED, in order to form a nonprofit corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the Arkansas Nonprofit Corporation
Act (Acts 1963, No. 176), Ark. Stat. Ann. §§ 64-1901-1924, DO HEREBY CERTIFY as
follows:
FIRST: The name of the corporation is THE WALTON ARTS CENTER
COUNCIL, INC.
SECOND: The duration of the existence of this organization shall be perpetual.
THIRD: The purposes for which this corporation is organized and the activities
proposed to be transacted, promoted or carried on by it are as follows, to -wit:
(a) To have all powers and authorities set forth in or contemplated by the Arkansas
Nonprofit Corporation Act, A.C.A. §§ 4-28-201 et seq. and any amendments
thereto and to fulfill a mission to bring great performing artists and entertainers
into Northwest Arkansas and thereby to connect, educate and engage our residents
through inspiring arts experiences.
(b) (1) To expand and renovate the existing Walton Arts Center in Fayetteville as
currently proposed by the Walton Arts Center Council, Inc., and after the
construction and opening of the performing arts venue in Bentonville, to continue
to obtain funding for, operate, manage and maintain the Walton Arts Center on
Dickson Street in a manner that is generally commensurate with the quality and
quantity of performances and activities occurring prior to 2013. In determining
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC_
Page 2
whether this standard is met, the City of Fayetteville and the University of
Arkansas may take into account the quality, type and number of performances and
activities occurring at the Dickson Street facility, including the quality, type and
number of: (i) Broadway Musicals and performances; (ii) other theatrical, dance
and musical performances; (iii) concert performances and (iv) educational
programs.
(2) To obtain funding for, operate, manage and maintain a performing arts
venue in Bentonville in cooperation with the Walton Family Foundation.
(3) To obtain funding for, operate, manage and maintain a music pavilion in
Rogers for the Arkansas Music Pavilion.
(4) To explore mutually agreeable opportunities for collaboration and
cooperation with the University of Arkansas for facilities owned and/or operated
by the University of Arkansas that with the express consent of the University may
occasionally be used as venues for musical and entertainment performances.
(c) To promote and facilitate the exposure to and education about the performing arts
for Washington and Benton County primary, secondary and college level students
by making its performing arts venues available at reduced fees for special
performances or classes for such students and to also promote and facilitate
exposure to the performing arts and related fields generally, including working in
collaboration with other performing arts venues throughout the State of Arkansas.
(d) To employ a President/CEO for the Walton Arts Center, and all other performing
arts venues and related facilities managed by the Walton Arts Center Council,
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 3
Inc., and to employ such other agents and employees as the Council deems proper
and advisable.
(e) To promulgate reasonable rules and regulations for operation and use of the
Walton Arts Center and all other performing arts venues and related facilities,
including, where appropriate, to set reasonable fees for use of such venues,
assuring always that the greatest access to the venues shall be provided for users
and user groups.
(f) To promote interest in the arts in Northwest Arkansas.
(g) To enter into agreements with the City, the University, any other city or county,
the State of Arkansas, the U.S. Government, or any agency or instrumentality
thereof, or with any private group, to exchange, borrow or loan property of the
corporation.
(h) To enlist volunteers to assist in promoting and assisting in activities for the
Walton Arts Center and all other performing arts venues managed by the Walton
Arts Center Council.
(i) To acquire, by gift, bequest or purchase, works of art of all types, and to hold the
same as a permanent collection.
0) 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, the proposed larger performance arts facility in Bentonville and all other
facilities that will be constructed, maintained or managed by the Walton Arts
Center Council; and to solicit and receive contributions, and to engage in fund-
raising activities for the benefit of the Walton Arts Center, the proposed larger
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 4
performance arts facility in Bentonville and all other facilities that will be
constructed, maintained or managed by the Walton Arts Center Council. Any
funds received may 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.
(1) To enter into any lawful contracts and to do such other things as may be
convenient or necessary to fulfill the purposes of the corporation.
(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. Stat. Ann. § 64-1901
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 5
et seq., and the Interlocal Cooperation Agreement dated December 9, 1986,
between the City of Fayetteville and the Board of Trustees of the University of
Arkansas, and any amendments thereto.
(n) To do each and every act, which is ordinary, necessary, or reasonable to obtain
and maintain the status of a tax exempt organization for the purposes of federal
and state income taxation and ad valorem taxation.
(o) The purposes for which the corporation is organized are exclusively religious,
charitable, scientific, literary and educational within the meaning of Internal
Revenue Code 501(c)(3) or the corresponding provision.
(p) Notwithstanding any other provisions of these articles, this organization shall not
carry on any other activities not permitted to be carried on by an organization
exempt from Federal income tax under Internal Revenue Code 501(c)(3) or the
corresponding provision of any future United States Internal Revenue Law.
(q) In the event of dissolution, the residual assets of the organization will be turned
over to one or more organizations which themselves are exempt as organizations
described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code or
corresponding sections of any prior or future Internal Revenue Code, or to the
Federal, State or local government for exclusive public purpose.
(r) This corporation is a public benefit corporation.
FOURTH: The names and addresses of the incorporators are as follows:
Name Address
1. Frank Sharp 2062 Smokehouse Road
Route 11
Fayetteville, Arkansas 72701
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 6
2. Dr. Bernard Madison
3. Sonja Decker
4. Dr. Lloyd Seaton, Jr.
5. James Gilbreath
573 Rock Cliff Road
Fayetteville, Arkansas 72701
2823 Hyland Park
Fayetteville, Arkansas 72701
1701 W. Center Street
Fayetteville, Arkansas 72701
428 N. Tanglewood
Fayetteville, Arkansas 72701
6. Dr. D. Andrew Gibbs 1317 N. Lewis Avenue
Fayetteville, Arkansas 72701
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.
SIXTH: The name of the registered agent of the corporation shall be the Executive
Director/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is
currently Peter Lane. The Walton Arts Center Council Board of Directors may designate the
name of the new registered agent for service of process upon the appointment of a new or interim
Executive Director without the need for any approval by the City or University by properly filing
such new agent's name with the Secretary of State.
SEVENTH: The initial Board of Directors shall consist of six (6) directors. The
persons who are to serve as initial directors are:
1. Frank Sharp 2. Dr. Bernard Madison
(3 year initial term) (3 year initial term)
3. Sonja Decker 4. Dr. Lloyd Seaton, Jr.
(2 year initial term) (2 year initial term)
5. James Gilbreath 6. Dr. D. Andrew Gibbs
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 7
(1 year initial term) (1 year initial term)
The initial directors will serve until their successors qualify.
EIGHTH:
(a) Effective July 1, 1990, the affairs and business of this Corporation shall be
controlled and conducted 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 July 1 of the
year of appointment, and ending 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. No Director shall serve more than three 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 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 Walton Family Foundation may appoint nine additional Directors to serve as
at large members, each of whom must be a resident of the Northwest Arkansas
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 8
region. All Directors, from whomever or wherever appointed, shall have
demonstrated the ability to function as a Director of this Corporation in the
interest of its regional goals; 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
Council, Inc. through thoughtful and dedicated services on the Board. The initial
Directors to be appointed as the terms of the previous Directors appointed by the
Board of Directors expire. Directors appointed by the Walton Family Foundation
may be removed by the Walton Family Foundation at any time with or without
cause.
(d) Notwithstanding the limiting language in (a), the Board of Directors may increase
the total number of Directors in increments of four with one of the additional
members being appointed by the University, one by the City and two by the
Walton Family Foundation.
(e) The Board of Directors may make rules, policies and regulations for the
management of the affairs of the Corporation from time to time, including the
appointment of an Executive Committee and other committees, to oversee and
conduct 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 Corporation or in the resolution creating the committee.
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
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 9
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 such rights, then the University of Arkansas
and the City of Fayetteville shall be and constitute such members.
TENTH: The Corporation shall indemnify to the full extent from time to time
permitted by law, any person made, or threatened to be made, a party to any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or proceeding and any
appeal thereof (and any inquiry or investigation which could lead to such action, suit or
proceeding), by reason of the fact that such person is or was a director, officer or employee of the
Corporation or serves or served any other enterprise as a director, officer or employee at the
request of the Corporation. Such right of indemnification shall inure to the benefit of the legal
representatives of any such person.
ELEVENTH: These Articles of Incorporation may be amended by the approving vote of
not less than two-thirds (2/3) of all directors of the Corporation provided, however, that no such
amendment to the Recitals and Purposes Section as well as Articles Three, Eight, Nine and
Eleven shall be effective until it has been approved by the Fayetteville City Council, by the
Board of Trustees of the University of Arkansas and by the Walton Family Foundation. The
Walton Family Foundation, the City of Fayetteville and/or the University of Arkansas in
Fayetteville shall individually or jointly have proper standing and legal authority to enforce
compliance of the Walton Arts Center Council, Inc. Board of Directors with the purposes of this
corporation as stated in Article Three by request for an injunction in the Washington County
Circuit Court.
RESTATED ARTICLES OF INCORPORATION
THE WALTON ARTS CENTER COUNCIL, INC.
Page 10
APPROVED by Resolution No. 2016- /1) -
Council of the City of Fayetteville, on October 4, 2016.
passed and approved by the City
CITY OF FAYETTEVILLE
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By:•ioncI rdan
ATTEST:JiLl
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LG7�'2.C.�.. L(�.Kkr%'1rt'c."� j i• . .
City Clerk
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Date: /D •G'— 7 , 2016 ''�•�iaii i ttiitii�`��',��
APPROVED by Resolution adopted by the Board of Trustees of the University of
Arkansas on h1le 8th _ day of _ _ September — 2010.
BOARD OF TRUSTEES OF THE
UNIVERSITY OF ARKANSAS, ACTING
FOR THE UNIVERSITY OF ARKANSAS,
FAYETTEVILLE
By:
4s- Steinmetz
ellor
ATTEST:
IKUry Public
Date: N i S , 2018
r.uy•;
MARCIA OVERBY
=
MY COMMISSION A 12398258
1 `
EXPIRES: May 15, 2024
Washington County
RESTATED ARTICLES OF INCORPORATION
THE. WALTON ARTS CENTER COUNCIL, INC.
Page 11
Approved by more than 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, at which time
members voted in favor hereof.
WALTON ARTS CENTER COUNCIL,
INC.
erucii
ATTEST:
4ot
uhl' • 1;)
j
Date: 201#%
KAREN S PERCIVAL
WASHINGTON COUNTY
NOTARY PUBLIC —ARKANSAS
My Commission Expirds Sept. 6, 2021
Commission No. 123841V